Agreement with Corzo Castella Carballo Thompson Salman, PA o - 7 yq
AGREEMENT BETWEEN
CITY OF MIAMI BEACH
AND
CORZO CASTELLA CARBALLO THOMPSON SALMAN, PA (C3TS)
FOR
PROFESSIONAL ARCHITECTURE AND ENGINEERING SERVICES
FOR
RIGHT OF WAY INFRASTRUCTURE IMPROVEMENT PROGRAM
NEIGHBORHOOD NO,_ 8: SUNSET ISLANDS 3 AND 4
Resolution No. 2012-27849
TABLE OF CONTENTS
DESCRIPTION PAGE
ARTICLE 1. DEFINITIONS 3
ARTICLE 2. BASIC SERVICES 8
ARTICLE 3. THE CITY'S RESPONSIBILITIES 15
ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST 18
ARTICLE 5. ADDITIONAL SERVICES 19
ARTICLE 6. REIMBURSABLE EXPENSES 20
ARTICLE 7. COMPENSATION FOR SERVICES 21
ARTICLE 8. CONSULTANT'S ACCOUNTING AND OTHER RECORDS 22
ARTICLE 9. OWNERSHIP OF PROJECT DOCUMENTS 22
ARTICLE 10. TERMINATION OF AGREEMENT 23
ARTICLE 11. INSURANCE 25
ARTICLE 12. INDEMNIFICATION AND HOLD HARMLESS 26
ARTICLE 13. ERRORS AND OMISSIONS 26
ARTICLE 14. LIMITATION OF LIABILITY 27
ARTICLE 15. NOTICE 28
ARTICLE 16. MISCELLANEOUS PROVISIONS 28
APPENDED SCHEDULES:
SCHEDULE A SCOPE O,F SERVICES
SCHEDULE A-1 SPECIAL TAXING DISTRICT MAP
SCHEDULE B CONSULTANT COMPENSATION
SCHEDULE C HOURLY BILLING RATE
SCHEDULE D CONSTRUCTION COST BUDGET
SCHEDULE E PROJECT SCHEDULE
SCHEDULE F GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT
SCHEDULE G INSURANCE AND'SWORN AFFIDAVITS
SCHEDULE H BEST VALUE AMENDMENT
SCHEDULE I DESIGN BUILD SERVICES AGREEMENT
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SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 2 JULY 2012
TERMS AND CONDITIONS OF AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND
CORZO CASTELLA CARBALLO THOMPSON SALMAN, PA (C3TS),
FOR PROFESSIONAL ARCHITECTURE AND ENGINEERING (A/E) SERVICES
FOR
RIGHT OF WAY INFRASTRUCTURE IMPROVEMENT PROGRAM
NEIGHBORHOOD NO. 8: SUNSET ISLANDS 3 AND 4
This Agreement made and entered into this IF day of"-_12012, by and between the CITY
OF MIAMI BEACH, a municipal corporation existing under the laws of the State of Florida,
having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139,
(hereinafter referred to as City), and CORZO CASTELLA CARBALLO THOMPSON SALMAN,
PA (C3TS), a Florida corporation having its principal office at 901 Ponce de Leon Boulevard,
Suite 900 (hereinafter referred to as Consultant).
WITNESSETH:
WHEREAS, the City intends to undertake a project within the City of Miami Beach, which
is more particularly described in the Scope of Services attached as Schedule "A" hereto, and
wishes to engage the Consultant to provide specific professional services including, without
limitation, A/E services for the Project, at the agreed fees set forth in this Agreement; and
WHEREAS, the Consultant desires to contract with the City for performance of the
aforestated professional services relative to the Project, as hereinafter set forth; and
NOW THEREFORE, City and Consultant, in consideration of the mutual covenants and
agreement herein contained, agree as follows:
ARTICLE 1. DEFINITIONS
1.1 CITY(OR OWNER): The "City" shall mean the City of Miami Beach, a Florida municipal
corporation having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida,
33139.
1.2 CITY COMMISSION: "City Commission" shall mean the governing and legislative body
of the City.
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 3 JULY 2012
1.3 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 representatives
designated in writing (including the Project Coordinator) with respect to any specific matter(s)
concerning the Services and/or this Agreement (exclusive of those authorizations reserved to
the City Commission or regulatory or administrative bodies.having jurisdiction over any matter(s)
related to the Project, the Services, and/or this Agreement).
1.4 PROPOSAL DOCUMENTS: "Proposal Documents" shall mean Request for Qualification
No. 35-10/11, entitled "Request for Qualification for a Design Criteria Professional to Prepare
the Design Criteria Package for* Sunset Islands Neighborhood Right-of-Way Improvement
Project, which is intended to be a Design-Build Contract; and to serve as the City's
representative during the selection of the Design-Build firm for the project, concerning the
evaluation of the responses submitted by the Design-Build firms; review and approve for
compliance of the detailed working drawings for the project; and for evaluation of the
compliance of the project construction with the Design Criteria Package" issued by the City in
contemplation of this Agreement, together with all amendments. thereto (if any), and the
Consultant's proposal in response thereto (Proposal), which is incorporated by reference to this
Agreement and made a part hereof; provided, however, that in the event of an express conflict
between the Proposal Documents and this Agreement, the Agreement shall prevail.
1.5 CONSULTANT: The named entity on page 1 of this Agreement, the "Consultant" shall
mean the architect/engineer who has entered into a contract with the City' to provide the
Services described under this Agreement. When the term "Consultant" is used in this
Agreement it shall also be deemed to include any officers, employees, sub-consultants, agents,
and any other person or entity acting under the supervision, direction, or control of Consultant.
Any sub-consultants retained by Consultant for the Project shall be subject to the prior written
approval of the City Manager. Consultant shall provide the Project Coordinator with copies of
the contract between Consultant and any sub-consultant. Any such contracts shall contain
provisions that preserve and protect the rights of the City under this Agreement. Nothing
contained in this Agreement shall create any contractual relationship between the City and sub-
consultants. Any approval of a sub-consultant by the City shall not, in any way, shift the
responsibility for the quality and acceptability by the City of the services performed by the sub-
consultant, from the Consultant to City. Payment of sub-consultants shall be the responsibility
of the Consultant, and shall not be cause for any increase in compensation to the Consultant for
payment of the Basic Services. The quality of services and acceptability to the City of the
services performed by such sub-consultants shall be the sole responsibility of Consultant.
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 4 JULY 2012
The following sub-consultants are hereby approved by the City Manager for the Project:
Rosenberg Gardner Design;
Hadonne, Inc;
PSI, Inc;
Skyline Management.
1.6 PROJECT COORDINATOR: The "Project Coordinator" shall mean the individual
designated in writing by the City Manager who shall be the City's authorized representative to
coordinate, direct, and review (on behalf of the City) all matters related to the Project during the
design and construction of the Project (unless expressly provided otherwise in this Agreement
or the Contract Documents).
1.7 (Intentionally Omitted]
1.8 BASIC SERVICES: "Basic Services" shall include those services which Consultant shall
perform in accordance with the terms of the Agreement (and as required to complete the
Project), as further described in Article 2 and Schedule "A" hereto. In addition any Services not
specifically addressed as Additional Services (as defined herein) shall be considered Basic
Services.
1.9 PROJECT: The "Project" shall mean that certain City capital project that has been
approved by the City Commission and is described in Schedule "A" hereto.
1.9.1 Project Cost: The "Project Cost", shall mean the estimated total cost of the
Project, as prepared and established by the City, including the estimated Construction
Cost and Soft Costs. The Project Cost may, from time to time, be revised or adjusted by
the City, in its sole discretion, to accommodate approved modifications or changes to the
Project or scope of work.
1.9.2 Project Scope: The "Project Scope" shall mean the description of the Project in
Schedule "A" hereto.
1.10 CONSTRUCTION COST: The "Construction Cost" shall mean the sum which is the
actual total cost to the City of the Work (as established in the Contract Documents, as they may
be amended from time to time), including a contingency allowance for unforeseen conditions,
not to exceed ten percent (10%) of the construction cost for new construction, or twenty percent
(20%) of the construction cost for rehabilitation of historic buildings.
For Work not constructed, the Construction Cost shall be the same as the lowest bona fide bid
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 5 JULY 2012
or competitive bid received and accepted from a responsive and responsible bidder or proposer
for such Work.
1.10.1 Construction Cost Budget: The "Construction Cost Budget" shall mean the
amount budgeted by the City for the Construction Cost, as set forth in Schedule "D"
hereto.
1.10.2 Statement of Probable Construction Cost: The "Statement of Probable
Construction Cost" shall mean the latest approved written estimate of Construction Cost
submitted by the Consultant to the City, in a format approved by the Project Coordinator.
For Work which bids or proposals have not been let, the Statement of Probable
Construction Cost shall be the same as the Construction Cost.
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1.11 FORCE MAJEURE: "Force Majeure" shall mean any delay occasioned by superior or
irresistible force occasioned by violence in nature without the interference of human agency
such. as hurricanes, tornadoes, floods, loss caused by fire and other similar unavoidable
casualties; or by changes in Federal, State or local laws, ordinances, codes or regulations
enacted after the date of this Agreement ; or other causes beyond the parties' control which
have, or may be reasonably expected to have, a material adverse effect on the Project, or on
the rights and obligations of the parties under this Agreement and which, by the exercise of due
diligence, such parties shall not have been able to avoid; provided, however, that inclement
weather (except as noted above), the acts or omissions of sub-consultants/sub-contractors,
market conditions, labor conditions, construction industry price trends, and similar matters which
normally impact on the construction process SHALL NOT be considered a Force Majeure.
If the Consultant is delayed in performing any obligation under this Agreement due to a force
majeure, the Consultant shall request a time extension from the Project Coordinator within five
(5) business days of said force majeure. Any time extension shall be subject to mutual
agreement and shall not be cause for any claim by the Consultant for extra compensation,
unless additional services are required, and approved pursuant to Article 5 hereof.
1.12 CONTRACTOR: "Contractor" shall mean the individual or individuals, firm, company,
corporation, joint venture, or other entity contracting with City for performance of the Work
covered in the Contract Documents. With regard to this Agreement, in particular, the term
"Contractor" shall refer to the Design-Build firm contracting with the City for performance of the
design services and Work for the Project.
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 6 JULY 2012
1.13 CONTRACT DOCUMENTS: "Contract Documents" shall mean this Agreement (together
with all exhibits, addenda, and written amendments issued thereto), and the documents
prepared by Consultant in accordance with the requirements of the Scope of Services in
Schedule "A" hereto (that form the basis for which the City can receive bids for the Work
included in the documents). The Contract Documents shall also include, without limitation
(together with all exhibits, addenda, and written amendments issued thereto), the invitation to
bid (ITB), instructions to bidders, bid form, bid bond., the Contract for Construction, surety
payment and performance bonds, Conditions of the Contract for Construction [General,
Supplementary, and other Conditions], Divisions 0-17, Design Criteria Package, an approved
Change Order(s), approved Construction Change Directive(s), and/or approved written order(s)
for a minor change in the Work.
1.14 CONTRACT FOR CONSTRUCTION: In this Agreement, - the term "Contract for
Construction" shall mean the legally binding agreement between City and with Contractor, which
is intended to be a Design-Build contract for performance of the design services and Work for
the Project.
1.15 CONSTRUCTION DOCUMENTS: "Construction Documents" shall mean the final plans,
technical specifications, drawings, documents, and diagrams prepared by the Contractor
pursuant to its Contract for Construction, which show the locations, characters, dimensions and
details of the Work to be done, and which are in compliance with the Contract Documents.
1.16 CONTRACT AMENDMENT: "Contract Amendment" shall mean a written modification to
the Agreement approved by the City (as specified below) and executed between City and
Consultant, covering changes, additions, or reductions in the terms of this Agreement including,
without limitation, authorizing a change in the Project, or the method and manner of
performance thereof, or an adjustment in the fee and/or completion dates.
Contract Amendments shall be approved by the City Commission if they exceed twenty-five
thousand dollars ($25,000.00) or the City Manager if they are twenty-five thousand dollars
($25,000.00) or less (or other such amount as may be specified by the City of Miami Beach
Procurement Ordinance, as amended). Even for Contract Amendments for less than twenty-five
thousand ($25,000.00), the
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 7. JULY 2012
City Manager reserves the right to seek and obtain concurrence of the City Commission for
approval of any such Contract Amendment.
1.17 ADDITIONAL SERVICES: "Additional Services" shall mean those services, in addition to
the Basic Services in this Agreement, which the Consultant shall perform, at the City's option,
and which have been duly authorized, in writing, by the City Manager. or his/her authorized
designee, prior to commencement of same.
1.18 WORK: "Work" shall mean all labor, materials, tools, equipment, services, methods,
procedures, etc. necessary or convenient to performance by Contractor of all duties and
obligations proposed by the Contract Documents.
1.19 SERVICES: "Services" shall mean all services, work, and actions by the Consultant
performed pursuant to or undertaken under this Agreement.
1.20 SOFT COSTS: "Soft Costs" shall mean costs related to the Project other than
Construction Cost including, without limitation, Consultant's Basic Services, Additional Services,
surveys, testing, general consultant, financing, and permitting fees, etc.
1.21 BASE BID: "Base Bid" shall mean the elements contained in the Construction
Documents recommended by the Consultant (and approved by the City) as being within the
Construction Cost Budget. "Base Bid" shall not include Additive Alternates or Deductive
Alternates.
1.22 SCOPE OF SERVICES: "Scope of Services" shall include the Project Scope, Basic
Services, and any Additional Services (as approved by the City), all as described in Schedule
"A" hereto.
1.23 SCHEDULES: "Schedules" shall mean the various schedules attached to this Agreement
and referred to as follows:
Schedule A — Scope of Services.
Schedule A-1 — Special Taxing District Map.
Schedule B — Consultant Compensation.
Schedule C — Consultant Hourly Billing Rate Schedule.
Schedule D — Construction Cost Budget.
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 8 JULY 2012
Schedule E — Project Schedule.
Schedule F — General Conditions of the Contract for Construction
Schedule G — Insurance Requirements and Sworn Affidavits
Schedule H — Best Value Amendment
Schedule I - Design Build Services Agreement
ARTICLE 2. BASIC SERVICES
2.1 The Consultant shall provide Basic Services for the Project, as required by the Contract
Documents and as set forth in Schedule "A" hereto.
2.2 The Services will be commenced upon issuance of the first Notice to Proceed which shall
be issued by the Project Coordinator and counter-signed by Consultant. Subsequent Notices to
Proceed shall also be issued by the Project Coordinator.
A separate Notice to Proceed shall be required prior to commencement of each Task (as
same are set forth in Schedule "A" hereto).
2.3 As it relates to the Services and the Project, Consultant warrants and represents to City
that it is knowledgeable of Federal, State, and local laws codes, rules and regulations applicable
in the jurisdiction(s) in which the Project is located, including, without limitation, applicable
Florida Statutes, and State of Florida codes, rules and regulations, and local (City of Miami
Beach and Miami-Dade County) ordinances, codes, and rules and regulations (collectively,
"Applicable Laws"). As they relate to the Services and to the Project, the Consultant agrees to
comply with all such Applicable Laws, whether now in effect or as may be amended or adopted
from time to time, and shall further take into account all known pending changes to the
foregoing of which it should reasonably be aware.
Recognizing that the construction of other projects within the City may affect scheduling of the
construction for the Project, the Consultant shall diligently coordinate performance of the
Services with the City (through the Project Coordinator) in order to provide for the safe,
expeditious, economical and efficient completion of the Project, without negatively impacting
concurrent work by others. The Consultant shall coordinate the Services with all of its sub-
consultants, as well as other Consultants, including, without limitation, City provided Consultants
(if any).
2.4 The Consultant warrants and represents to City that all of the Services required under
this Agreement shall be performed in accordance with the standard of care normally exercised
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 9 JULY 2012
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in the design of comparable projects in South Florida. Consultant warrants and represents to the
City that it is experienced, fully qualified, and properly licensed (pursuant to Applicable Laws) to
perform the Services. Consultant warrants and represents to City that it is responsible for the
technical accuracy of the Services (including, without limitation, the Contract Documents
contemplated in Schedule "A" hereto).
2.5 The Consultant's Basic Services shall consist of five (5) Tasks (inclusive of Planning
Services, Design Services, Bidding and Award Services, Construction Administration -
Contractor's Design Phase, and Construction Administration - Construction Phase, all as further
described in Schedule "A" hereto; and shall also include any and all of Consultant's
responsibilities and obligations with respect to the Project, as set forth in the General Conditions
of the Contract for Construction (attached as Schedule "F" hereto).
2.5.1 Planning Services:
Consultant shall provide a Planning Services for the Project, as required by the Contract
Documents and as set forth in Task 1 of Schedule "A" hereto (entitled "Planning
Services").
2.5.2 Design Services:
Consultant shall prepare design documents for the Project, as required by the Contract
Documents and as set forth in Task 2 of Schedule "A" hereto (entitled "Design
Services")
2.5.3 Bidding and Award Services:
Consultant shall provide bidding and award services for the Project, as required by the
Contract Documents and as set forth'in Task 3 of Schedule "A" hereto (entitled "Bidding
and Award Services").
2.5.4 Construction Administration —Contractor's Design Phase:
Consultant shall provide construction administration services for the Project, as required
by the Contract Documents and as set forth in Task 4 of Schedule "A" hereto (entitled
"Construction Administration - Contractor's Design Phase").
2.5.5 Construction Administration - Construction Phase:
Consultant shall provide construction administration services for the Project, as required
by the Contract Documents and as set forth in Task 5 of Schedule "A" hereto (entitled
"Construction Administration - Construction Phase").
2.5.6 Additional Services:
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 10 JULY 2012
If required (and so approved) by the City, Consultant shall provide Additional Services, as
set forth in Schedule "A" hereto.
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 11 JULY 2012
2.6 RESPONSIBILITY FOR CLAIMS AND LIABILITIES: Written decisions and/or approvals
issued by the City shall not constitute nor be deemed a release of the responsibility and liability
of the Consultant (or of any of its officers, employees,-sub-consultants, agents, and/or servants),
for the accuracy and competency of its/their designs, working drawings, plans, technical
specifications, or other technical documents, nor shall such approval and/or decisions be
deemed to be an assumption of such responsibility by the City for a defect, error or omission in
designs, working drawings, plans, technical specifications, or other technical documents;
provided, however, that the Consultant shall be entitled to reasonably rely upon the accuracy
and validity of written decisions and approvals furnished by the City pursuant to this Agreement.
2.7 TIME: It is understood that time is of the essence in the completion of the Project and, in
this respect, the parties agree as follows:
2.7.1 Term: The term of this Agreement shall commence upon execution by the parties
(subject to approval of the Agreement by the Mayor and City Commission) (the Effective
Date), and shall be in effect until all Services are completed or until the work and/or
services under the Notices to Proceed in force at the end of the -stated period of time
have been completed and the Services accepted, whichever may be later.
2.7.2 The Consultant shall perform the Services as expeditiously as is consistent with
the standard of professional skill and care required by this Agreement, and the orderly
progress of the Work.
2.7.3 The Services shall be performed in a manner that shall conform to the approved
Project Schedule, attached to as Schedule "E" hereto. The Consultant may submit
requests for an adjustment to the Project Schedule, if made necessary because of undue
delays resulting from untimely review taken by the City (or other governmental authorities
having jurisdiction over the Project) to approve the Consultant's submissions, or any
other portion of the Services requiring approval by the City (or other governmental
authorities having jurisdiction over the Project). Consultant shall immediately provide the
Project Coordinator with written notice stating the reason for the particular delay; the
requested adjustment (i.e. extension) to the Project Schedule; and a revised anticipated
schedule of completion. Upon receipt and review of Consultant's request (and such other
documentation as the Project Coordinator may require), the Project Coordinator may
grant a reasonable extension of time for completion of the particular work involved, and
authorize that the appropriate adjustment be made to the Project Schedule. The Project
Coordinator's approval (if granted) shall be in writing.
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 12 JULY 2012
2.7.4 Nothing in this Section 2.7 shall prevent the City from exercising its rights to
terminate the Agreement, as provided elsewhere herein.
2.8 Consultant shall use its best efforts to maintain a constructive, professional, cooperative
working relationship with the Project Coordinator, Contractor, and any and all other individuals
and/or firms that have been contracted, or otherwise retained, to perform work on the Project.
2.9 The Consultant shall perform its duties under this Agreement in a competent, timely and
professional manner, and shall be responsible to the City for any failure in its performance,
except to the extent that acts or omissions by the City make such performance impossible.
The Consultant is responsible for the professional quality, technical accuracy, completeness,
performance and coordination of all work required under the Agreement (including the work
performed by sub-consultants), within the specified time period and specified cost. The
Consultant shall perform the work utilizing the skill, knowledge, and judgment ordinarily
possessed and used by a proficient consulting with respect to the disciplines required for the
performance of the work in the State of Florida. The Consultant is responsible for, and shall
represent to City that the work conforms to City's requirements, as set forth in the Agreement.
The Consultant shall be and remain liable to the City for all damages to the City caused by the
Consultant's negligent acts or errors or omissions in the performance of the work. In addition to
all other rights and remedies, which the City, may have, the Consultant shall, at its expense, re-
perform all or any portion of the Services:to correct any deficiencies which result from the
Consultant's failure to perform in accordance with the above standards. The Consultant shall
also be liable for the replacement or repair' of any defective materials and equipment and re-
performance of any non-conforming construction.services resulting from such deficient Services
for a period from the Effective Date of this Agreement, until twelve (12) months following final
acceptance of the Work, and for the period of design liability required by applicable law. The
Project Coordinator shall notify the Consultant, in writing, of any deficiencies and shall approve
the method and timing of the corrections. Neither the City's inspection, review, approval or
acceptance of, nor payment for, any. of the work required under the Agreement shall be
construed to relieve the Consultant (or any sub-consultant) of its obligations and responsibilities
under the Agreement, nor constitute a waiver of any of the City's rights under the Agreement, or
of any cause of action arising out of the performance of the Agreement. The Consultant and its
sub-consultants shall be and remain liable to the City in accordance with Applicable Laws for all
damages to City caused by any failure of the Consultant.or its sub-consultants to comply with
the terms and conditions of the Agreement or by,the Consultant or any sub-consultants'
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 13 JULY 2012
misconduct, unlawful acts, negligent acts, errors or omissions in the performance of the
Agreement. With respect to the performance of work by sub-consultants, the Consultant shall,
in approving and accepting such work, ensure the professional quality, completeness, and
coordination of the sub-consultant's work.
2.9.1 The Consultant shall be responsible for deficient, defective Services and any
resulting deficient, defective construction services re-performed within twelve (12) months
following final acceptance and shall be subject to further re-performance, repair and
replacement for twelve (12) months from the date of initial re-performance, not to exceed
twenty-four months (24) from final acceptance.
2.9.2 Consultant Performance Evaluation: The Consultant is advised that a
performance evaluation of the work rendered throughout this Agreement will be completed
by the City and kept in the City's files for evaluation of future solicitations.
2.10 The City shall have the right, at any time, in its sole and absolute discretion, to submit for
review to other consultants (engaged by the City at its expense) any or all parts of the Services
and the Consultant shall fully cooperate in such review(s). Whenever others are required to
verify, review, or consider any work performed by Consultant (including, without limitation,
contractors, other design professionals, and/or other consultants retained by the City), the intent
of such requirement is to enable the Consultant to receive input from others' professional
expertise to identify any discrepancies, errors or omissions that are inconsistent with industry
standards for design or construction of comparable projects; or which are inconsistent with
Applicable Laws; or which are inconsistent with standards, decisions or approvals provided by
the City under this Agreement. Consultant will use reasonable care and skill, in accordance and
consistent with customary professional standards, in responding to items identified by other
reviewers in accordance with this subsection. Consultant shall receive comments from
reviewers, in writing, including, without limitation (and where applicable), via a set of marked-up
drawings and specifications. Consultant shall address comments forwarded to it in a timely
manner. The term "timely" shall be defined to mean as soon as possible under the
circumstances, taking into account the timelines of the Project Schedule.
2.11 [Intentionally Omitted]
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 14 JULY 2012
2.12 Consultant agrees that when any portion of the Services relates to a professional service
which, under Florida Statutes, requires a license, certificate of authorization, or other form of
legal entitlement to practice and/or perform such Service(s), it shall employ and/or retain only
qualified duly licensed certified personnel to provide same.
2.13 Consultant agrees to designate, in writing, within five (5) calendar days after issuance of
the first Notice to Proceed, a qualified licensed professional to serve as its project manager
(hereinafter referred to as the "Project Manager"). The Project Manager shall be authorized and
responsible to act on behalf of Consultant with respect to directing, coordinating and
administrating all aspects of the Services; Consultant's Project Manager (as well as any
replacement) shall be subject to the prior, written approval of the City Manager or his/her
designee (who in this case shall be the Project Coordinator). Replacement (including
reassignment) of an approved Project Manager shall not be made without the prior written
approval of the City Manager or his/her designee (i.e. the Project Coordinator).
2.13.1 Consultant agrees, within fourteen (14) calendar days of receipt of written notice
from the City Manager or his/her designee (which notice shall state the cause therefore),
to promptly remove and replace a Project Manager, or any other personnel employed or
otherwise retained by Consultant for the Project ( including, without limitation, any sub-
,
consultants).
2.14 Consultant agrees not to divulge, furnish or make available to any third party(ies), any
non-public information concerning the Services or the Project, without the prior written consent
of the City Manager or his/her designee (who shall be the Project Coordinator), unless such
disclosure is incident to the proper performance of the Services; or the disclosure is required
pursuant to Florida Public Records laws; ori, in the course of judicial proceedings, where such
information has been properly subpoenaed. Consultant shall also require its employees and
sub-consultants to comply with this subsection.
2.15 The City and Consultant acknowledge that the Services do not delineate every detail and
minor work task required to be performed by Consultant to complete its work on the Project. If,
during the course of performing of the Services, Consultant determines that work should be
performed to complete its work on the Project, and which is, in the Consultant's reasonable
opinion, outside the level of effort originally anticipated in the Scope of Services, Consultant
shall promptly notify the Project Coordinator, in writing, and shall obtain the Project
Coordinator's written consent before proceeding with such work. If Consultant proceeds with
any such additional work without obtaining the prior written consent of the Project Coordinator,
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 15 JULY 2012 .
said work shall be deemed'to be within the original Scope of Services, and deemed included as
a Basic Service (whether or not specifically addressed in the Scope of Services). Mere notice by
Consultant to the Project Coordinator shall not constitute authorization or approval by the City to
perform such work. Performance of any such work by Consultant without the prior written
consent of the Project Coordinator shall be undertaken at Consultant's sole risk and liability.
2.16 Consultant shall establish, maintain, and categorize any and all Project documents and
records pertinent to the Services and shall provide the City, upon request, with copies of any
and all such documents and/or records. j In addition, Consultant shall provide electronic
document files to the City upon completion of the Project.
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2.17 The City's participation in the design and construction of the Project shall in no way be
deemed to relieve the Consultant of its professional duties and responsibilities under the
Contract Documents or under Applicable Laws.
2.18 GREEN BUILDING STANDARDS:
The Consultant shall comply with the requirements of Section 255.2575, Florida Statutes, and
Chapter '100 of the City Code, as both may be amended from time to time, addressing
applicable Leadership in Energy and Environmental Design (LEED) compliance requirements.
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2.19 SUB-CONSULTANTS: All services provided by sub-consultants shall be consistent with
those commitments made by the Consultant in its Proposal and during the competitive
solicitation selection process and interview. Such services shall be undertaken and performed
pursuant to appropriate written agreements between the Consultant and the sub-consultants,
which shall contain provisions that preserve and protect the rights of the City under this
Agreement. Nothing contained in this Agreement shall create any contractual relationship
between the City and the sub-consultants.
The Consultant shall not retain, add, or replace any sub-consultant without the prior written
approval of the City Manager, in response to a written request from the Consultant stating the
reasons for any proposed substitution. Any approval of a sub-consultant by the City Manager
shall not in any way shift the responsibility for the quality and acceptability by the City of the
services performed by the sub-consultant from the Consultant to the City. The quality of
services and acceptability to the City of the services performed by sub-consultants shall be the
sole responsibility of Consultant. The Consultant shall cause the names of sub-consultants
responsible for significant portions of the Services to be inserted on the plans and
specifications.
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 16 JULY 2012
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ARTICLE 3. THE CITY'S RESPONSIBILITIES
3.1 The City Manager shall designate a Project Coordinator, in writing, who shall be the City's
authorized representative to coordinate, direct, and review all matters related to this Agreement
and the Project (except unless otherwise expressly provided in this Agreement or the Contract
Documents) during the design and construction of same. The Project Coordinator shall be
authorized (without limitation) to transmit instructions, receive information, and interpret and
define City policies and decisions with respect to the Services and the Project. However, the
Project Coordinator is not authorized to issue any verbal or written orders or instructions to
Consultant that would have the affect (or be interpreted as having the effect) of modifying or
changing, (in any way) the following:
a) the Scope of Services;
b) the time within which Consultant is'obligated to commence and complete the Services;
or
c) the amount of compensation the City is obligated or committed to pay Consultant.
3.2 The City shall make available to Consultant all information that the City has in its
possession pertinent to the Project. Consultant hereby agrees and acknowledges that, in
making any such information available to Consultant, the City makes no express or implied
certification, warranty, and/or representation as to the accuracy or completeness of such
information. The Consultant understands, 'and hereby agrees and acknowledges, that it is
obligated to verify to the extent it deems necessary all information furnished by the City, and
that it is solely responsible for the accuracy and applicability of all such information used by
Consultant. Such verification shall include, without limitation, visual examination of existing
conditions in all locations encompassed by the Project, where such examination can be made
without using destructive measures (i.e. excavation or demolition). Survey information shall be
spot checked to the extent that Consultant has satisfied itself as to the reliability of the
information.
3.3 [Intentionally Omitted]
3.4 At any time, in his/her sole discretion, the City Manager may furnish accounting, and
insurance counseling services for the Project (including, without limitation, auditing services to
verify the Consultant's applications for payment, or to ascertain that Consultant has properly
remitted payment due to its sub-consultants or vendors).
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 17 JULY 2012
3.5 If the City observes or otherwise becomes aware of any fault or defect in the Project, or
non-conformance with the Contract Documents, the City, through the Project Coordinator, shall
give prompt written notice thereof to the Consultant.
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3.6 The City, acting in its proprietary capacity as Owner and not in its regulatory capacity,
shall render any administrative approvals and decisions required under this Agreement, in
writing, as reasonably expeditious for the orderly progress of the Services and of the Work. No
City administrative (proprietary) approvals and/or decisions required under this Agreement shall
be unreasonably conditioned, withheld, or delayed; provided, however, that the City shall at all
times have the right to approve or reject any isuch requests for any reasonable basis.
3.7 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:
3.7.1 Except where otherwise expressly noted in the Agreement or the Contract
Documents, the City Commission shall be the body to consider, comment upon, or
approve.any amendments or modifications to this Agreement.
3.7.2 T,he,City Commission shall be the body to consider, comment upon, or a pp rove any
assignment, sale, transfer or subletting of this Agreement. Assignment and transfer shall
be defined to also include sale of the majority of the stock of a corporate Consultant.
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3.7.3 Upon written request from Consul Itant, the City Commission shall hear appeals from
administrative decisions of the City Manager or the Project Coordinator. In such cases,
the Commission's decision shall be final and binding upon all parties.
3.7.4 The City Commission shall approve or consider all Contract Amendments that
exceed the- sum of twenty five thousand dollars ($25,000.00) (or other such amount as
may be specified by the City of Miami Beach Procurement Ordinance, as amended).
3.8 Except where otherwise expressly noted in this Agreement, the City Manager shall serve
as the City's primary representative to whom administrative (proprietary) requests for decisions
and approvals required hereunder by the City shall be made. Except where otherwise expressly
noted in this Agreement or the Contract Documents, the City Manager shall issue decisions
.and authorizations which may include, without limitation, proprietary review, approval, or
comment upon the schedules, plans, reports, estimates, contracts, and other documents
submitted to the City by Consultant.
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 18 JULY 2012
3.8.1 The City Manager shall have prior review and approval of the Project Manager (and
any replacements) and of any sub-consultants (and any replacements).
3.8.2 The City Manager shall decide, and render administrative (proprietary) decisions on
matters arising pursuant to this Agreement which are not otherwise expressly provided for
in this Agreement. In his/her discretion, the City Manager may also consult with the City
Commission on such matters.
3.8.3 At the request of Consultant, the City Manager shall be authorized, but not required,
to reallocate monies already budgeted toward payment of the Consultant; provided,
however, that the Consultant's compensation (or other budgets established by this
Agreement) may not be increased without the prior approval of'the City Commission,
which approval (if granted at all) shall be in its sole and reasonable discretion.
3.8.4 [Intentionally Omitted]
3.8.5 The City Manager may approve Contract Amendments which do not exceed the
sum of twenty five thousand dollars ($25,000.00) (or other such amount as may be
specified by the City of Miami Beach Purchasing Ordinance, as amended); provided that
no such amendments increase any of the budgets established by this Agreement.
3.8.6 The City Manager may, in his/her 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 the City's powers, duties, and responsibilities
under this Agreement or the Contract Documents.
3.8.7 The City Manager shall be the City Commission's authorized representative with
regard to acting on behalf of the City in the event of issuing any default notice(s) under this
Agreement, and, should such default remain uncured, in terminating the Agreement
(pursuant to and in accordance with Article 10 hereof).
ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST
4.1 'The City has established the Construction Cost Budget for the Project, as set forth in
Schedule "®", attached hereto.
4.2 Consultant shall certify and warrant to the City all estimates of Construction Cost prepared
by the Consultant.
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 19 JULY 2012
4.3 Consultant shall warrant and represent to the City that its review and evaluation of the
Construction Cost Budget, Statement of Probable Construction Cost, and any other cost
estimates prepared (or otherwise provided) by Consultant for the Project, represent Consultant's
best judgment as an experienced design professional familiar with the construction industry;
provided, however, that Consultant cannot (and does not) guarantee that bids or negotiated
prices will not vary from any estimates of Construction Cost or other cost evaluation(s) prepared
(or otherwise provided) by Consultant.
4.4 The Construction Cost Budget (as established in Schedule "D" hereto) shall not be
exceeded without fully justifiable, extraordinary, and unforeseen circumstances (such as Force
Majeure) which are beyond the control of the parties. Any expenditure above this amount shall
be subject to prior City Commission approval which, if granted at all, shall be at the sole and
reasonable discretion of the City Commission. The City Commission shall have no obligation to
approve an increase in the Construction Cost Budget and, if such budget is exceeded, the City
Commission may, at its sole and reasonable discretion, terminate this Agreement (and the
remaining Services) without any further liability to the City.
4.5 If the lowest and best base bid exceeds the Construction Cost Budget by more than five
percent (5%), the City Commission may, at, its sole option and discretion, elect any of the
following options: (1) approve an increase to the Construction Cost Budget; (2) reject all bids,
and (at its option) authorize rebidding of the Project; (3) abandon the Project and terminate the
remaining `Services without any further liability to the City; (4) select as many Deductive
Alternatives as may be necessary to bring the lowest and best bid within the Construction Cost
Budget; or (5) work with the Consultant to reduce the Project Scope, construction schedule,
sequence of Work, or such other action, as deemed necessary, to reduce the Construction
Cost Budget. In the event the City elects to reduce the Project Scope, the Consultant shall
provide a.ny required revisions to the Contract Documents (including, without limitation, the
Construction Documents), and provide re-bidding services, as many times as reasonably
requested by the City, at no additional cost to the City, in order to bring any resulting,
responsive and responsible bids within five percent (5%) of the Construction Cost Budget.
ARTICLE 5. ADDITIONAL SERVICES
5.1 Additional Services shall only be performed by Consultant following receipt of written
authorization by the Project Coordinator (which authorization must be obtained prior to
commencement of any such additional work by Consultant). The written authorization shall
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 20 JULY 2012
contain a description of the Additional Services required; an hourly fee (in accordance with the
rates in Schedule "C" hereto), with a "Not to Exceed" amount; Reimbursable Expenses (if any)
with a "Not to Exceed" amount; the amended Construction Cost Budget (if applicable); the time
required to complete the Additional Services; and an amended Project Schedule (if applicable).
"Not to Exceed" shall mean the maximum cumulative hourly fees allowable (or, in the case of
Reimbursable Expenses, the maximum cumulative expenses allowable), which the Consultant
shall not exceed without further written authorization of the Project Coordinator. The "Not to
Exceed" amount is not a guaranteed maximum cost for the additional work requested (or, in the
case of Reimbursables, for the expenses), and all costs applicable to same shall be verifiable
through time sheets (and, for Reimbursables, expense reviews).
5.2 Additional Services may include, but not be limited to, the following:
5.2.1 Providing additional work relative.to the Project which arises from subsequent
circumstances and causes which do not currently exist, or which are not contemplated by
the parties at the time of execution .of this Agreement (excluding circumstances and
causes resulting from error, omission, inadvertence, or negligence of Consultant).
5.2.2 Serving as an expert witness in connection with any public hearing, arbitration
proceeding, or legal proceeding, unless the subject matter at issue has arisen from the
error omission, inadvertence, or negligence of Consultant.
5.2.3 [Intentionally Omitted]
5.2.4 Assistance in connection with bid protests, re-bidding, or re-negotiating contracts
(except for Contract Document revisions and re-bidding services required under Section
4.5 hereof, which shall be provided at no additional cost to City).
ARTICLE 6. REIMBURSABLE EXPENSES
6.1 Reimbursable Expenses are an allowance set aside by the City and shall include actual
expenditures made by the Consultant in the interest of the Project. The Reimbursable
Expenses allowance, as specified in Schedule "B" hereto, belongs to, and shall be controlled
by the City. Any money not directed to be used by City for Reimbursable Expenses shall
remain with the City (i.e. unused portions will not be paid to Consultant).
Notwithstanding the above, any Reimbursable Expenses in excess of $500 must be authorized,
in advance, in writing, by the Project Coordinator. Invoices or vouchers for Reimbursable
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 21 JULY 2012
Expenses shall be submitted to the Project Coordinator (along with any supporting receipts and
other back-up material requested by the Project Coordinator). Consultant shall certify as to each
such invoice and/or voucher that the amounts and items claimed as reimbursable are "true and
correct and in accordance with the Agreement."
6.2 Reimbursable Expenses may include., but not be limited to, the following:
6.2.1 Cost of. reproduction, courier, and postage and handling of drawings, plans,
specifications, and other Project documents (excluding reproductions for the office use of
the Consultant and its sub-consultants, and courier, postage and handling costs between
the Consultant and its sub-consultants).
6.2.2 Costs for reproduction and preparation of graphics for community workshops.
6.2.3 Permit fees required by City of Miami Beach regulatory bodies having jurisdiction
over the Project (i.e. City permit fees).
ARTICLE 7. COMPENSATION FOR SERVICES
7.1 Consultant's "Not to Exceed" fee for provision of the Services shall be $25,000, including
any Reimbursable Expenses allowance.
7.2 Payments for Services shall be made within forty-five (45) calendar days of receipt and
approval of an acceptable invoice by the Project Coordinator. Payments shall be made in
proportion to the Services satisfactorily performed, so that the payments for Services never
exceed the progress percentage noted in the Consultant's Progress Schedule (to be submitted
with each invoice). No mark-up shall be allowed on subcontracted work.
7.3 Approved Additional Services shall be compensated in accordance with the hourly rates
set forth in Schedule "C" attached hereto. Any request for payment of Additional Services
shall be included with a Consultant payment request. No mark-up shall be allowed on
Additional Services (whether sub-contracted or not).
7.4 Approved Reimbursable Expenses shall be paid in accordance with Article 6 hereto, up to
the "Not to Exceed" Reimbursable allowance amount in Schedule "B" hereto. Any request for
payment of Reimbursable Expenses shall also be included with Consultant's payment request.
No mark-up shall be allowed on Reimbursable Expenses.
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 22 JULY 2012
7.5 ESCALATION: During the Term of this Agreement, the City may, by written directive
approved and executed by the City Manager, adjust the fees included in the Hourly Billing Rate
Schedule in Schedule "C" hereto, to reflect the change in the Consumer Price Index (CPI) on a
year to year basis. Such adjustment will be based on the cumulative change of the CPI for the
Miami urban area, provided that in no event shall any the annual increase exceed three percent
(3%).
7.6 No retainage shall be made from the Consultant's compensation on account of sums
withheld by the City on payments to Contractor.
7.7 METHOD OF BILLING AND PAYMENT. Consultant shall invoice the Project Coordinator
in a timely manner, but no more than once on a monthly basis. Invoices shall identify the nature
and extent of the-work performed; the total hours of work performed by employee category; and
the respective hourly billing rate associated therewith. In the event sub-consultant work is used,
the percentage of completion shall be identified. Invoices shall also itemize and summarize any
Additional Services and/or Reimbursable Expenses. A copy of the written approval of the
Project Coordinator for the requested Additional Service(s) or Reimbursable Expense(s) shall
accompany the invoice.
7.7.1 If requested, Consultant shall provide back-up for past and current invoices that
records hours for all work (by employee category), and cost itemizations for Reimbursable
Expenses (by category).
7.7.2 The City shall pay Consultant within forty-five (45) calendar days from receipt and
approval of an acceptable invoice by the Project Coordinator.
7.7.3 Upon completion of the Services, Consultant's final payment shall require the prior
written approval of the City Manager before disbursement of same.
ARTICLE 8.-CONSULTANT'S ACCOUNTING AND OTHER RECORDS
8.1 All books, records (whether financial or otherwise), correspondence, technical documents,
and any other records or documents related to the Services and/or Project will be available for
examination and audit by the City Manager, or his/her authorized representatives, at
Consultant's office (at the address designated in Article 15 ["Notices"]), during customary
business hours. All such records shall be kept at least for a period of three (3) years after
Consultant's completion of the Services. Incomplete or incorrect entries in such records and
accounts relating personnel services and expenses may be grounds for City's disallowance of
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 23 JULY 2012
any fees or expenses based upon such entries. Consultant shall also bind its sub-consultants
to the requirements of this Article and ensure compliance therewith
ARTICLE 9. OWNERSHIP OF PROJECT DOCUMENTS
9.1 All notes, correspondence, documents, plans and specifications, designs, drawings,
renderings, calculations, specifications, models, photographs, reports, surveys, investigations,
and any other documents (whether completed or partially completed) and copyrights thereto for
Services performed or produced in the performance of this Agreement, or related to the Project,
whether in paper or other hard copy medium or in electronic medium, except with respect to
copyrighted standard details and designs owned by the Consultant or owned by a third party
and licensed to the Consultant for use and reproduction, shall become the property of the City.
Consultant shall deliver all such documents to the Project Coordinator within thirty (30) days of
completion of the Services (or within thirty (30) days of expiration or earlier termination of this
Agreement as the case may be). However, the City may grant an exclusive license of the
copyright to the Consultant fo r reusing and reproducing copyrighted materials or portions
thereof as authorized by the City Manager in advance and in writing. In addition, the Consultant
shall not disclose, release, or make.available any document to any third party without prior
written approval from the City Manager. The Consultant shall warrant to the City that it has
been granted a license to use and reproduce any standard details.and designs owned by a third
party and used or reproduced by the Consultant in the performance of this Agreement. Nothing
contained herein shall be deemed to exclude any document from Chapter 119, Florida Statutes.
9.2 The Consultant is permitted to reproduce copyrighted material described above subject to
prior written approval of the City Manager.
9.3 At the City's option, the Consultant may be authorized, as an Additional Service, to adapt .
copyrighted material for additional or other work for the City; however, payment to the
Consultant for such adaptations will be limited to an amount not greater than 50% of the original
fee earned to adapt the original copyrighted material to a new site.
9.4 The City shall have the right to modify the Project or any components thereof without
permission from the Consultant or without any additional compensation to the Consultant. The
Consultant shall be released from any liability resulting from such modification.
9.5 The Consultant shall bind all sub-consultants to the Agreement requirements for re-use of
plans and specifications.
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 24 JULY 2012
ARTICLE 10. TERMINATION OF AGREEMENT
10.1 TERMINATION FOR LACK OF FUNDS: The City is a governmental entity and is subject
to the appropriation of funds by its legislative body in an amount sufficient to allow continuation
of its performance in accordance with the terms and conditions of this Agreement. In the event
there is a lack of adequate funding, either for the Services or the Project (or both), the City may
terminate this Agreement without further liability to the City.
.10.2 TERMINATION FOR CAUSE: The City, through the City Manager, may terminate this
Agreement for cause, upon written notice to Consultant, in the event that the Consultant (1)
violates any provision of this Agreement or performs same in bad faith; (2) unreasonably delays
the performance of the Services or any portion thereof; or (3) does not perform the Services or
any portion thereof in a timely and satisfactory manner. In the case of termination for cause by
the City, the Consultant shall first be granted a thirty (30) day cure period (commencing upon
receipt of the initial written notice of default from the City).
10.2.1 In the event this Agreement is terminated for cause by the City, the City, at its
sole option and discretion, may take over the remaining Services and complete them by
contracting with another Consultant(s), or otherwise. The Consultant shall be liable to the
City for any additional cost(s) incurred by the City due to such termination. "Additional
Cost" is defined as the difference between the actual cost of completion of the Services,
and the cost of completion of such Services had the Agreement not been terminated.
10.2.2 In the event of termination for cause by the City, the City shall only be obligated
to pay Consultant.for those Services satisfactorily performed and accepted prior to'the
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date of termination as such date is set forth in or can be calculated from the City's initial
written default notice). Upon payment of any amount which may be due to Consultant
pursuant to this subsection 10.2.2, the City shall have no further liability to Consultant.
10.2.3 As a condition precedent to release of any payment which may be due to
Consultant under subsection 10.2.2, the Consultant shall promptly assemble and deliver to
the Project Coordinator any and . all Project documents prepared (or caused to be
prepared) by Consultant(including, without limitation, those referenced in subsection 9.1
hereof). The City shall not be responsible for any cost incurred by Consultant for
assembly, copy, and/or delivery of Project documents pursuant to this subsection.
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 25 JULY 2012
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10.3 TERMINATION FOR CONVENIENCE: In addition to the City's right to terminate for
cause, the City through the City Manager, may also terminate this Agreement, upon fourteen
(14) days prior written notice to Consultant, for convenience, without cause, and without penalty,
when (in its sole discretion) it deems such termination to be in the best interest of the City. In
the event the City terminates the Agreement for convenience, Consultant shall be compensated
for all Services satisfactorily performed and accepted up to the termination date (as set forth in
the City's written notice), and for Consultant's costs in assembly and delivery to the Project
Coordinator of the Project documents (referenced in subsection 10.2.3 above). Upon payment
of any amount which may be due to Consultant pursuant this subsection 10.3, the City shall
have no further liability to Consultant.
10.4 TERMINATION BY CONSULTANT: The Consultant may only terminate this Agreement
for cause, upon thirty (30) days prior written notice to the City, in the event that the City willfully
violates any provisions of this Agreement or unreasonably delays payment of the Services or
any portion thereof. In the event of a termination for cause by Consultant, the City shall pay
Consultant for any Services satisfactorily performed and accepted up to the date of termination;
provided, however, that the City shall first be granted a thirty (30) day cure period (commencing
upon receipt of Consultant's initial written notice).
10.4.1 The Consultant shall have no right to terminate this Agreement for convenience.
10.5 IMPLEMENTATION OF TERMINATION: In the event of termination (whether for cause
or for convenience), the Consultant shall immediately, upon receipt of the City's written notice of
termination: (1) stop the performance of Services; (2) place no further orders or issue any other
subcontracts, except for those which may have already been approved, in writing, by the Project
Coordinator; (3) terminate all existing orders and subcontracts; and (4) promptly assemble all
Project documents (for delivery to the Project Coordinator).
ARTICLE 11. INSURANCE
11.1 At all times during the Term of this Agreement, Consultant shall maintain the following
required insurance coverage in full force and effect. The Consultant shall not commence any
work until satisfactory proof of all required insurance coverage has been furnished to the Project
Coordinator:
(a) Professional Liability Insurance, in the amount of one million dollars
($1,000,000.00), per occurrence, with a maximum deductible of $150,000 per
occurrence, $450,000 aggregate. Consultant shall notify the Project Coordinator, in
.SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 26 JULY 2012
writing, within thirty (30) days of any claims filed or made against its Professional Liability
Insurance policy.
(b) Comprehensive General Liability Insurance, in the amount of one million dollars
($1,000,000.00), Single Limit Bodily Injury and Property Damage coverage, for each
occurrence, which shall include products, completed operations, and contractual liability
coverage. The City of Miami Beach, Florida must be named as an additional insured on
this policy.
(c) Worker's Compensation and Employer's Liability coverage within the statutory limits
required under Florida law.
11.2 The Consultant must give the Project Coordinator at least thirty (30) days prior written
notice of cancellation or of substantial modifications in any required insurance coverage. All
certificates and endorsements shall contain this requirement.
11.3 The insurance must be furnished by an insurance company rated B+-.VI or better, or its
equivalent, according to Bests'. Guide Rating Book, and by insurance companies duly
authorized to do business in the State of Florida, and countersigned by the company's Florida
resident agent.
11.4 Consultant shall provide the Project Coordinator with a certificate of insurance of all
required insurance policies. The City reserves the right to require a certified copy of such
policies, upon written request to Consultant.
ARTICLE 12..INDEMNIFICATION AND HOLD HARMLESS
12..1 Pursuant to Section 725.08, Florida Statutes, the Consultant shall indemnify and hold
harmless the City and its officers, employees, agents, and instrumentalities, from. liabilities,
damages, losses, and costs, including, but not limited to, reasonable attorneys'. fees, to the
extent caused by the negligence, recklessness, or intentionally wrongful conduct of the
Consultant and other persons employed or utilized by the Consultant in the performance of this
Agreement.
The Consultant shall pay all claims and losses in connection therewith and shall investigate and
defend all claims, suits, or actions of any kind or nature in the name of the City, where
applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's
fees which may issue thereon. Consultant expressly understands and agrees that any
insurance protection required by this Agreement or otherwise provided by Consultant shall in no
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 27 JULY 2012
way limit its responsibility to indemnify, keep, and save harmless and defend the City or its
officers, employees, agents, and instrumentalities as herein provided.
12.2 The Consultant agrees and recognizes that the City shall not be held liable or responsible
for any claims which may result from any negligent, reckless, or intentionally wrongful actions,
errors or omissions of the Consultant in which the City participated either through review or
concurrence of the Consultant's actions. In reviewing, approving or rejecting any submissions
by the Contractor, or other acts of the Consultant, the City in no way assumes or shares any
responsibility or liability of the Consultant (including, without limitation its sub-consultants and/or
any registered professionals (architects and/or engineers) under this Agreement).
ARTICLE 13. ERRORS AND OMISSIONS
13.1 ERRORS AND OMISSIONS: It is specifically agreed that any construction changes
categorized by the City as caused by an error, an omission, or any combination thereof in the
Contract Documents that were prepared by the Consultant will constitute an additional cost to
the City that would not have been incurred without the error. The damages to the City for
errors, omissions or any combinations thereof shall be calculated as the total cost of any
damages or incremental costs to the City resulting out of the errors or omissions by the
Consultant.
Damages shall include delay damages caused by the error, omission, or any combination
thereof. Should the Consultant disagree that all or part of such damages are the result of
errors, omissions, or any combination thereof, the Consultant may appeal this determination, in
writing, to the City's Capital Improvement Projects Director (the Director). The Director's
decision on all claims, questions and disputes shall be final, conclusive and binding upon the
parties hereto unless such determination is clearly arbitrary or unreasonable. In the event that
the Consultant does not agree with the decision of the Director, the Consultant shall present any
such objections, in writing, to the City Manager. The Director and the Consultant shall abide by
the decision of the City Manager. This paragraph does not constitute a waiver of any party's
right to proceed in a court of competent jurisdiction after the above administrative remedies
have been exhausted.
ARTICLE 14. LIMITATION OF LIABILITY
The City desires to enter into this Agreement only if in so doing the City can place a limit on its
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 "not to exceed" amount of
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 28 JULY 2012
the fee paid to Consultant under this Agreement, less any amount(s) actually paid to Consultant
hereunder. Consultant hereby expresses its willingness to enter into this Agreement, with
Consultant's recovery from the City for any damages for action for breach of contract to be
limited to Consultant's "not to exceed" fee under this Agreement, less any amount(s) actually
paid by the City to the Consultant hereunder.
Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant
hereby agrees that the City shall not be liable to Consultant for money damages due to an
alleged breach by the City of this Agreement, in an amount in excess of the "not to exceed
amount" of Consultant's fees under this Agreement, which amount shall be reduced by any.
amount(s) actually paid by the City to Consultant hereunder.
Nothing contained in this subsection, 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.
ARTICLE 15. NOTICE
All written notices given to City by Consultant shall be addressed to:
City Manager's Office
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: Kathie G. Brooks, Interim City Manager
With a copy to:
Department of Public Works
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: Fred Beckmann, PE, Director
All written notices given to the Consultant from the City shall be addressed to:
Corzo Castella Carballo Thompson Salman PA (C3TS)
901 Ponce de Leon Boulevard, Suite 900
Coral Gables, Florida 33134
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 29 JULY 2012
Attn: Ramon Castella, PE, Vice President/Principal
All notices mailed to either party shall be deemed to be'sufficiently transmitted if sent by certified
mail, return receipt requested.
ARTICLE 16. MISCELLANEOUS PROVISIONS
16.1 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, in Federal Court. BY ENTERING INTO THIS AGREEMENT, CONSULTANT 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.
16.2 EQUAL OPPORTUNITY EMPLOYMENT GOALS: Consultant agrees that it will not
discriminate against any employee or applicant for employment for work under this Agreement
because of race, color, national origin, religion, sex, gender identity, sexual orientation,
disability, marital or familial status, or age, and will take affirmative steps to ensure that
applicants are employed and employees are treated during employment without regard to race,
color, national origin, religion, sex, gender identity, sexual orientation, disability, marital or
familial status, or age.
16.3 PUBLIC ENTITY CRIMES ACT: In accordance with the Public Entity Crimes Act (Section
287.133, Florida Statutes), a person or affiliate who is a Consultant, 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 contractor, supplier,
subcontractor, or sub-consultant 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. For violation of this subsection by Consultant, City shall have the right to terminate
the Agreement without any liability to City, and pursue debarment of Consultant
16.4 NO CONTINGENT FEE: Consultant warrants that it has not employed or retained any
company or person, other than a bona fide employee working solely for Consultant, to
solicit or secure this Agreement, and that it has not paid or agreed to pay any person,
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 30 JULY 2012
company, corporation, individual or firm, other than a bona fide employee working solely for
Consultant, any fee, commission, percentage, gift, or other consideration contingent upon
or resulting from the award or making of this Agreement. For the breach or violation of this
subsection, City shall have the right to terminate the Agreement, without any liability or, at
its discretion, to deduct from the contract price (or otherwise recover) the full amount of
such fee, commission, percentage, gift, or consideration.
16.5 LAWS AND REGULATIONS:
16.5.1 The Consultant shall, during the Term of this Agreement, be governed by Federal,
State, Miami-Dade County, and City laws, ordinances, and codes which may have a
bearing on the Services involved in the Project.
16.5.2 Proiect Documents. In accordance with Section 119.07 (3) (ee), Florida Statutes,
entitled "Inspection, Examination, and Duplication of Records; Exemptions," all building
plans, blueprints, schematic drawings, and diagrams, including draft, preliminary, and final
formats, are exempt from the provisions of Section 119.07(1), Florida Statutes (inspection
and copying of public records), and s. 24(a), Article I of the State Constitution.
Information made exempt by this paragraph, with prior written approval from the City
Manager, may be disclosed to another entity to perform its duties and responsibilities; to a
licensed architect, engineer, or contractor who is performing work on or related to the
Project; or upon a showing of good cause before a court of competent jurisdiction. The
entities or persons receiving such information shall maintain the exempt status of the
information.
16.5.2.1 In addition to the requirements in this subsection 16.5.2, the Consultant
agrees to abide by all applicable Federal, State, and City procedures, as may be
amended from time to time, by which the documents are handled, copied, and
distributed which may include, but is not limited to, each employee of Consultant
and sub-consultants that will be involved in the Project being required to sign an
agreement stating that they will not copy, duplicate, or distribute the documents
unless authorized by the City Manager, in writing.
16.5.2.2 The Consultant and its sub-consultants agree in writing that the Project
documents are to be kept and maintained in a secure location.
16.5.2.3 Each set of the Project documents are to be numbered and the
whereabouts of the documents shall be tracked at all times.
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 31 JULY 2012
16.5.2.4 A log is developed to track each set of documents logging in the date,
time, and name of the individual(s) that work on or view the documents.
16.6 CORRECTIONS TO CONTRACT DOCUMENTS: The Consultant shall prepare, without
added compensation, all necessary supplemental documents to correct errors, omissions,
and/or ambiguities which may exist in these Contract Documents prepared by Consultant,
including documents prepared by its sub-consultants. Compliance with this subsection shall not
be construed to relieve the Consultant from any liability resulting from any such errors,
omissions, and/or ambiguities in the Contract Documents and other documents or Services
related thereto.
16.7 WARRANTY: The Consultant warrants.that the Services furnished to the City under this
Agreement shall conform to the quality expected of and usually provided by the profession in
the State of Florida applicable to the design and construction of public and commercial facilities.
16.8 NON-EXCLUSIVITY: Notwithstanding any provision of this non-exclusive Agreement,
the City is not precluded from retaining or utilizing any other architect, engineer, design
professional or other Consultant to perform any incidental Basic Services, Additional Services,
or other professional services within the contract limits defined in the Agreement. The
Consultant shall have no claim against the City as a result of the City electing to retain or utilize
such other architect, engineer, design professional, or other Consultant to perform any such
incidental Services.
16.9 ASSIGNMENT: The Consultant shall not assign, transfer or convey this Agreement to
any other person, firm, association or corporation, in whole or in part, without the prior written
consent of the City Commission, which consent, if given at all, shall be at the Commission's sole
option and discretion. However, the Consultant will be permitted to cause portions of the
Services to be performed by sub-consultants, subject to the prior written approval of the City
Manager.
16.10 SUCCESSORS AND ASSIGNS: The Consultant and the City each binds
himself/herself, his/her partners, successors, legal representatives and assigns to the other
party of the Agreement and to the partners, successors, legal representatives, and assigns of
such party.in respect to all covenants of this Agreement. The Consultant shall afford the City
(through the City Commission) the opportunity to approve or reject all proposed assignees,
successors or other changes in the ownership structure and composition of the Consultant.
Failure to do so constitutes a breach of this Agreement by the Consultant.
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 32 JULY 2012
16.11 PROVISION OF ITEMS NECESSARY TO COMPLETE SERVICES: In the performance
of the Services prescribed herein, it shall be the responsibility of the Consultant to provide all
salaries, wages, materials, equipment, sub-consultants, and other purchased services, etc., as
necessary to complete said Services.
16.12 INTENT OF AGREEMENT:
16.12.1 The intent of the Agreement is for the Consultant to provide design services,
and to include all necessary items for the .proper completion of such services for a fully
functional Project which, when constructed in accordance with the design, will be able to
be used by the City for its intended purpose. The Consultant shall perform, as Basic
Services, such incidental-work which may not be specifically referenced, as necessary to
complete the Project.
16.12.2 This Agreement is for the benefit of the parties only and it does not grant
rights to a third party beneficiary, to any person, nor does it authorize anyone not a party
to the Agreement to maintain a suit for personal injuries, professional liability, or property
damage pursuant to the terms or provisions of the Agreement.
16.12.3 No acceptance, order, payment, or certificate of or by the City, or its
employees or agents, shall either stop the City from asserting any rights or operate as a
waiver of any provisions hereof or of any power or right herein reserved to the City or of
any rights to damages herein provided.
16.13 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
memorialized in written document approval and executed with the same formality and of equal
dignity herewith.
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 33 JULY 2012
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the parties hereto have hereunto caused these presents to be signed
in their names by their duly authorized officers and principals, attested by their respective
witnesses and City Clerk on the day and year first hereinabove written.
Attest CITY OF MIAMI BEACH:
CITY CLE .C� NIA OR
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F ORATED:
�'• ' �j CONSULTANT: C3TS
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Sig'rlatu'e/Secretary Signature/President
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Print Name Print Name
APPROVED AS TO
FORM LANGUAGE
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SUNSET ISLANDS 3 AND 4.C3TS CONTRACT 34 JULY 2012
SCHEDULE A
SCOPE OF SERVICES
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 35 JULY 2012
SCHEDULE A
SCOPE OF SERVICES
Task One 1: Phase One Schematic 30%
The DCP shall become familiar with the Project site through frequent site visits, research, and
examination of any record drawings, as applicable, including the 30% Schematic Phase
documents dated February 25, 2005, the approved Basis of Design Report, the FPL preliminary
drawings dated April 11, 2011 (and latest revisions thereto) and shall notify the City of any
existing site condition omitted from or incorrectly shown on record drawings, as may have been
reasonably discovered. Frequent visits shall continue until the Design Criteria Professional
(DCP) is thoroughly familiar with the Project site, problem areas, and existing hazardous
conditions, if any. The City will facilitate the DCP's access to the Project site, as needed, for
investigative purposes.
The DCP shall be responsible to provide the City with the following services as part of this task:
Task 1.1: Evaluate and update the 30% schematic plans dated February 25, 2005 and compare
the scope of work contained therein with the approved BODR. The DCP is to make any and all
revisions necessary to these drawings as requested by the Agencies Having Jurisdiction (AHJ)
over the project and incorporate said revisions into the 30% schematic drawings and become
Design Criteria Professional/ Engineering Professional for these documents.
The DCP shall identify all the necessary requirements with all applicable AHJ over the work
and/or utility providers and coordinate the work to make sure that there are no conflicts in the
drawings and update the drawings accordingly for the design/construction of the Project by the
Design Builder.
Task 1.2: Evaluate the existing outfalls and ascertain if any upgrades will be required to conform
to the proposed storm water system (see Task 2.1).
Task 1.3: Analyze the cost estimates for this Project and provide an updated construction
estimate in format provided by the City.
Task 1.4: Provide a proposed project schedule and construction phasing plan for approval by
the City for inclusion in Design Criteria Package.
Task 1.5: Coordinate with FPL, AT&T, Sprint and Atlantic Broadband (ABB) for conversion of
overhead electrical, telephone and cable to underground and incorporate as an Add Alternate to
the 30% Schematic Plans. The consultant shall become familiar with the requirements of the
FPL application for installed facilities agreement for UG conversions and provide all
specifications to address conditions of the agreement related to the project. Identify
requirements for use of contractors certified by FPL.
Task 1.6: City shall contract with a consultant to provide a constructabil ity and value engineering
report including verification of project construction cost estimates and schedule. DCP shall
provide necessary revisions to the design and technical requirements to address value
engineering and constructability concerns.
Task 1.7: Coordinate Phase 1 Environmental Report and provide a Phase 2 Environmental as
required by DEP/DERM or any other AHJ.
Task 1.8: Coordinate with existing topographic and specific purpose survey provided by the City
and updated survey information.
Task 1.9: Coordinate Geotechnical Soils report information and additional testing including
asphalt core results as required for the project.
Task 1.10: Provide Drainage Calculations and preliminary drainage analysis to substantiate
proposed 30% storm water design.
Task 1.11: Prepare a Traffic Analysis and Assessment as needed for to obtain approval from
Miami-Dade County Traffic Division.
Task 1.12: Update the Encroachment Analysis and Survey and coordinate with CMB / PWD
encroachment policy.
Task 1.13: Prepare requirements for monitoring for compliance the bridge loading requirements.
Task 1.14: Update the Public Works Manual which contains the City's specification and design
standards for work in the right-of-way. This shall be used as the basis of Task 1.15.
Task 1.15: Create a "Master Design Criteria" boilerplate package to be re-used by the City for
future project specific Design Build projects.
Task 1.16: Coordinate and conduct the necessary meetings with appropriate City staff and the
Homeowners Association to review the proposed scope of work and any other issues that may
impact this Project. The DCP shall prepare and distribute minutes of meetings with the City
regarding this Project.
Task 1.17: The DCP shall seek review and approval of the 30% schematic design documents
and Design Criteria Package including but not I imited to the following agencies:
■ City of Miami Beach Public Works Department
■ City of Miami Beach Parks Department
■ City of Miami Beach Planning Department
■ Miami-Dade County Water & Sewer Department
■ Miami-Dade County PWD Traffic Engineering Division
■ Miami Beach Fire Prevention Division
■ Florida Department of Environmental Protection
■ Miami-Dade Department of Environmental Resource Management
■ South Florida Water Management District
■ Florida Department of Health
■ Florida Department of Transportation
■ US Army Corps of Engineers
■ US Environmental Protection Agency
As part of this task, the consultant will prepare documents for review by the AHJ. Specific
activities will include:
1. Submit documentation for review and approval.
2. Provide responses to request for additional information if requested by the permitting
agencies.
3. Perform all required communication and coordination with regulatory agencies.
Task 2: Design Criteria Package
Task 2.1: The DCP shall coordinate with the City, as to the methodology, procedures, format
and other specifics that the Design Criteria Package shall contain.
The DCP shall study all issues and requirements relating to and affecting this Project including,
but not limited to, the following:
1. The project requirements and scope as specified in the approved BODR dated March
2003; The City has requested that the Consul tant develop a new approach to
stormwater based on valley gutters on all roads with catch basins and required road
pavement improvements in this neighborhood (not included in the BOD R).
a. Prepare technical report that investigates the existing stormwater system,
proposes improvements required to meet a 5-year, 1 day level of service, and
presents a schematic plan; the report will also include the relevant drainage
calculations or as required by the Stormwater Master Plan.
b. The DCP
c. Prepare specifications, plans and deta ils for design of stormwater system with
conveyance in form of valley gutters and catch basins located approximately 200
feet and with improvements that address water quality, improvements to existing
outfalls, upsizing of 4 outfalls and added new tideflex valves.
d. Provide profiles of the drainage system during update to 30% plans.
2. 30% drawings submitted by your office dated February 25, 2005 will also be evaluated
for inclusion of the additional scope:
a. Update of existing conditions on base sheet with additional field measurements
and observations.
b. Incorporate latest updated survey and geotechnical/asphalt core reports. Include
Professional Utility Locating Services (EM & GPR technique) and/or soft digs for
verification of any horizontal &vertical locations of new utilities placed over the
last few years.
c. Prepare updated survey information to existing condition drawings and
incorporate new areas of demolition as required for the installation of the
additional paving and storm drainage improvements.
d. All roads will be reconstructed and re-graded as necessary to improve drainage;
road width will match existing.
e. All roads will have 24" valley gutter installed as edge treatment and the valley
gutter will be included in determining the total pavement width.
f. Water mains will.be relocated where necessary to allow for new storm drain
piping. Coordinate/revise the plans to include additional 8 inch w ater main (WM)
segment on north side of bridge.Provide profiles during update to 30% plans for
WM design.
g. Drainage inlets and piping will be added where necessary to improve drainage
on both islands.
h. Hydraulic modeling will be performed as the basis for the pipe size design, as
well as the adequacy of the existing outfalls. The proposed system design basis
will be the 5 year—24 hour storm event.
i. Drainage Computations will be calculated based on the revised design.
3. Evaluation of the neighborhood's infrastructure requirements with respect to this
project including but not limited to, the existence or lack of the necessary utilities
and/or surrounding infrastructure not included in the BO DR and the 30% documents.
a. Coordinate the conversion of electric, telephone and cable television utilities from
overhead to underground and identify any potential conflicts.
b. Coordination of the existing gas services within the project area and identify any
potential conflicts.
4. Outfall Cleaning & CCTV Report provided by Envirowaste dated December 2010;
coordination with proposed storm water collection system for new outfalls and retrofit
of existing outfalls; processing of easements:
a. As determined by hydraulic modeling, undersized outfalls will be identified and
recommended pipe sizes will be provided. It is assumed that 4 outfalls will need
to be upgraded includi ng either upsizing the pipe, replacing pipe due to condition
and/or sea wall repair.
b. The City will be responsible for determining if easements exist to allow for
replacement of the piping and identify landscaping and structures that may be
affected. If new easements are required, the DCP shall provide documentation
required and the City will be responsible for obtaining required agreements.
5. Contamination Screening Evaluation Report prepared by PSI, dated December 8,
2010.
a. A site assessment report is available for inclusion in the documents; The DCP
will review and identify any work to be provided by the Design Build firm, i.e., the
report states that asbestos-containing cementitious piping (existing water lines)
may be present and the Design shall include requirements for testing and the
asbestos abatement per regulatory requirements; In addition, fill material utilized
during construction of the islands may require further assessment.
6. DERM Permits
a. DERM has capped the Class II permit fee at$28,750.00 for this project.
b. Include all necessary plans, specifications and other documentation for approval
of Dewatering Permit by DERM and City; Coordinate with guidelines developed
for the Bayshore Packages.
7. WIFI locations to be maintained as per City's requirements.
8. Updated as-built drawings, existing utilities plans and/or atlases provided by the PWD,
existing geotechnical reports, and surveys of the neighborhood.
9. New Federal Government Guidelines on Truck Maximum Weight per Inspection
Report.
10. Truck Load Control and Monitoring Plan including requirements for Bridge Inspection
Report at Pre-Construction and Post Construction and monitoring of bridge loading
during construction:
• Legible log with Company name, tag number, delivery location and weight
• Guidelines for restriction of bridge use
11. Traffic report and one-way traffic modification plan with recommendations from Miami-
Dade County for inclusion of traffic circle at north side of entrance bridge and
extension of the existing walkway along Sunset Drive to Sunset Island 3 bridge.
12. Coordination of Encroachments with PWD and the HOA. Update of the list of
encroachments.
13. Water meter relocations - Prepare plans, specifications and details for relocation of
water meters in the rear easements to the right of way (ROW) and for abandoning the
existing watermain located in the easement. This task will include a schematic plan of
each affected residence showing the location of the existing meter(s), location of
directional bore(s) and other pertinent information to effect a complete scope of work.
Task 2.1: The DCP shall prepare the Design Criteria Package for bidding by incorporating all
information as required by the City, and all federal, state, and applicable local codes. The
preparation of the design criteria bidding documents shall include, but not be limited to the
following:
1. Finalize all design criteria for the Project(clearly defining the-entire scope of work to be
performed) to be utilized by Design-Build firms to bid, design and construct the Project.
The design criteria shall include issues related to infrastructure design analysis of the
schematic phase 30% design, performance specifications, and all the requirements
from the AHJ over the project as stated in Task 1.17.
2. Preparation, coordination and incorporation of all construction related documents,
including front-end documents, specifications, DCP procedural manual, and any other
guidelines as required.
3. Coordination of bidding documents and other related deliverables, to ensure
consistency of Design-Build bid documents.
4. Preparation of estimate of probable construction cost (Design-Build) based on units
(area, volume, etc.) and prepared in Construction Specification Institute (CSI) format or
similar component breakdown for the City's review and approval.
5. The DCP shall consult with the City in preparation of the design criteria bid documents
and shall seek approval from all applicable City staff prior to bidding the Project.
Task 3: Bidding and Award of Contract
Task 3.1: The DCP shall assist the City in obtaining bids and in the award of the Design Build
contract for the work that was bid pursuant to the Design Criteria Contract Documents. At a
minimum, the DCP shall:
• Distribute bidding documents to Design Build entities and maintain log.
• Conduct and document pre-bid conferences, including minutes of all meetings.
• Respond to bidder's inquiries.
■ Prepare and issue addenda, clarifications, information bulletins, etc., as approved by
the City.
■ Assist the City in the analysis of bids and in determining the lowest responsive bidder.
■ Make written recommendations to the City on the award of the Design Build contract.
Task 4: Submittal Requirements
During the period of this contract, the DCP shall provide the requisite sets of documents to the
City for review at the different levels of completion as determined by the City.
The DCP shall submit to the City five (5) complete sets of contract documents and one (1)
electronic copy or as otherwise requested by the City, after award of the Construction Contract,
including all addenda, for Design Build contract for signing purposes.
Task 5: Design Builder's Design Phase
Task 5.1: The DCP shall, at minimum, monitor the Design B uilder's design phase as follows:
5.1.1 The DCP shall instruct the Design Builder's Engineer of Record (EOR) to prepare all
required drawings utilizing CADD (vector format).
5.1.2 The DCP shall instruct the Design Builder's FOR team of the City's requirements as to
the various phases of design and approvals required and/or mandated by the City.
o o
5.1.3 Coordinate and monitor the Design Builders design phases (Phase 60% and 100/o)
and recommend approval or disapproval to the City.
5.1.4 Respond to all inquiries and evaluate alternatives presented from the Design Builder
for compliance with the bidding documents and possible City approval.
5.1.5 Coordinate all stand-up and/or City reviews with the Design Builder and the City or
others as required including, but not limited to, the following: City's Public Works
Department,�,City's Parks and Recreation Department, Planning Department, Building
Department, Fire Department, DERM, DOH, DEP and any other AHJ.
5.1.6 Review all Design Builder's documentation at all phases of design, submit and obtain
review comments and subsequent approvals from the City's consultants and/or
departments having the authority to review the Project.
5.1.7 Assist and monitor the Design Builder's design submittals and subsequent approvals
from other agencies having jurisdiction and utility companies having jurisdiction over
the Project.
By performing reviews, monitoring approvals and making recommendations, as described in
Task 5.1 items 1 through 7 above, the DCP does not assume the Design Builder's contractual
responsibility and professional liability, in whole or in part, for any design and/or contract
documents prepared by the Design Builder's EOR.
Task 6: Construction Phase -General Administration of Construction Process
Task 6.1: Observation
The DCP shall ensure and require that the Design Builder's FOR team provide construction
administration of the construction to ascertain compliance with all approved construction
documents. This shall include, but not be limited to construction administration of the Design
Build Construction Contract as set forth in City's agreement with the DCP and in the General
Conditions of the Design Build Construction Contract, unless otherwise provided in City's
agreement with the DCP.
On the basis of on-site observations as the DCP, the DCP shall keep the City and Design
Builder informed immediately in writing of the progress or lack of progress and quality of the
construction work ("Work") and shall endeavor to guard the City against defects and
deficiencies in said Work. The DCP shall at all times have access to the Work, whether it is in
the preparation stage or in progress. The DCP shall not have control over or charge of and shall
not be responsible for construction means, methods, techniques, sequences or procedures, or
for safety precautions and programs in connection with the Work, since these are solely the
Design Builder's responsibility under the contract. The DCP shall not be responsible for the
Design Builder's Schedules. or failure to carry out the Work in accordance with the
contract documents. The DCP shall not have control over or charge of acts or omissions of the
Design Builder, subcontractors, or their agents or employees or of any other person performing
portions of the Work.
The DCP shall receive a look-ahead schedule provided by the Design Builder, appropriate to
the stage of construction, in order to determine potential problems and probable solutions, and
report it to City on a regular basis.
As part of the DCP's basic services, the DCP shall conduct at least one monthly Project
visit/meeting at the Project site during construction to review the Design Builder's progress and
approve payment requisitions.
Moreover, the DCP shall also conduct on-site observation visits during the construction of the
Project. Compensation for each authorized site visit shall be determined during negotiations at a
lump sum cost per site visit for the DCP (EOR and Engineering consultants). The frequency of
the on-site visits will be determined by the City's Projects Manager ("PM") based on the Design
Builder's schedule.
The DCP shall provide a report to the PM, in accordance to the outline shown below for each
authorized site visit. Site visit shall mean a visit authorized by the PM to the Project site (of at
least one hour duration at the Project site) by one or more DCP professional staff or
consultants, for the purposes of observing the Work performed by the Design Builder. Either the
DCP or its consultant(s) shall complete and submit a site visitation report to the PM which shall
contain, at a minimum, the following information:
■ Site visitation report number.
■ Name and location of Project.
■ Name of contractor/subcontractor.
■ Time of visitation and weather conditions.
■ Project site administrator sign-in and sign-out.
■ Site personnel on-site by trade.
■ Progress/quality of work by trade.
■ Photographic record (if required by the City).
■ Remarks.
Task 6.2: Progress Reporting
The DCP shall prepare a monthly progress report in the format acceptable to the City containing
at minimum the following:
■ Summary Project Data Sheet. _
■ Executive Summary.
The status of project items, such as requests for information, change orders, shop
drawings, non-com pliances, and others as appropriate.
Task 7: Design Builder's Submittals
The DCP shall review and evaluate samples, schedules, shop drawings, and other submissions
for conformance with the Design Criteria Package and the Design Build Contract Documents.
The DCP's review of any submittal, to the extent of the review required, does not constitute an
approval of the entire assembly of which any given item is a part. The DCP shall require the
Design Builder to be responsible for compliance of the shop drawings with contract documents
and that the Design Builder notifies the DCP in writing of any deviation in the shop drawings
from contract documents or design criteria. The DCP shall select (after consultation with the
City) all colors for all finish materials from their color charts or prepared by the Design Builder.
The DCP shall conduct reviews and evaluations, and respond appropriately with reasonable
promptness in order to cause no delay to the progress of the Project, as outlined in the Design
' Builder's City-approved submittal schedule. The DCP shall also prepare in a timely manner
change order items, including the proper documentation, for the City's review and approval.
The DCP shall assemble, for transmittal to the City other written items required of the Design
Builder including, but not limited to, shop drawings, guarantees, operation and maintenance
manuals, and releases of claim and record documents.
Task 8: Substitutions
The DCP shall review and evaluate in a timely manner, for the City's review and approval,
substitutions proposed by the Design Builder, for conformance with the Project requirements.
The DCP shall establish submittal requirements in accordance with the City's guidelines and
incorporate them into the Design Criteria.
Task 9: Quality Control
The DCP shall evaluate the materials and/or workmanship for conformance with the Design
Build Contract Documents, evaluate quality control testing reports, advise the Design Builder
and the City immediately of any unacceptable materials and workmanship the DCP may
discover and ensure that the Design Builder take appropriate action to remedy unacceptable
conditions.
Task 10: Agencies Having Jurisdiction (AHJ)
The DCP shall monitor and cooperate with the City's Public Works Department, City's Parks
and Recreation Department, Planning Department, Building Department, Fire Department,
DERM, DOH, DEP and any other AHJ and shall advise the Design Builder to provide
information and explanations as requested. The DCP shall advise the Design Builder to
respond to any deficiencies noted by the AHD's in the documents and during construction, by
administering the necessary changes in the plans or taking the necessary action during
construction within five (5) working days from receipt of written notification of the situation by
the AHJ.
Task 11: Certification for Payments
The DCP shall require that the Design Builder's FOR review and approve all requisitions for
payment prior to submitting them to DCP. The DCP shall review the Design Builder's notarized
requisitions for payment, along with the schedule of values, the Project schedule, and
other requirements as noted in the construction .contract and shall determine the amounts to be �
paid to the Design Builder and shall recommend for City's approval certificates for payments in
such amounts. These certificates will constitute a representation to the City; based on site
observations by all appropriate designated specialists and / or engineering disciplines and on
the data comprising the application for payment that the Work has progressed to the point
indicated.
By recommending a certificate for payment consistent with the Design Build Contract
documents, the DCP shall also represent to the City that, to the best of the DCP's knowledge,
information and professional judgment, the quality of work is in accordance with the Design
Build Contract Documents, unless the City has been notified to the contrary in writing. However,
the issuance of a Certificate for Payment shall not be a representation that the DCP has made
any examination to ascertain how and or for what purpose the Design Builder has used the
monies paid on account of the Contract. Before approving the Design Builder's requisition for
payment, the DCP shall review the status of the Design Builder's record documents and verify
that they are up-to-date and accurate to the extent visual observation of the Work will disclose.
The DCP shall be responsible for obtaining the contractor and subcontractor's partial releases
of lien from the Design Builder prior to processing subsequent payment applications.
The DCP shall process the Design Builder's requisitions for payment in accordance with the
timeliness established in the general conditions of the Design Build Contract.
Task 12: Record Drawings
Upon completion of construction, the DCP shall coordinate and require that the Design Builder's
EOR, utilizing record data provided by the Design Builder along with the EOR's own record
data, shall revise and update the original working drawings showing all changes made by
addenda, substitutions, change orders or field instructions during construction, in
accordance with the Design Build Contract. After original working drawings have been
updated by the Design Builder's FOR to conform to the record data, and after review and
approval of these record drawings has been obtained from the DCP and the City, the DCP shall
require the EOR, at the Design Builder's expense for duplication, to furnish the City these
documents pursuant to the Design B uild contract.
Task 13: Operations and Maintenance Manuals (O&M)
The DCP shall coordinate the acquisition of comprehensive O&M testing reports; trouble
shooting procedures; warranty files; starting-up testing procedures; shutdown procedures;
training materials; emergency full load and part load operations and others as required.
Task 14: Substantial Completion
Upon notification from the Design Builder's FOR that the Project is substantially complete
including, but not limited to, the Design Builder's contract and all Regulatory Agency and Life
Safety Standards, the DCP shall promptly perform the following:
Conduct inspections to determine the date or dates of substantial completion for the Project. If
the Project is found substantially complete and in accordance with the Design Build Contract
Documents, the DCP shall then certify that to the best of the DCP's knowledge and professional
judgment the Project has been constructed in accordance with the Contract Documents, and
shall furnish such other.certifications as required by applicable laws or regulations. If the
Project is deemed to be incomplete, the DCP shall notify the Design Builder in writing of the
deficiencies and shall verify the Design Builder's correction of the deficiencies, as required, and
shall then certify as stated above.
Upon certification by the DCP that substantial completion has been achieved, the City
representatives, accompanied by the DCP, shall perform a substantial completion inspection of
the Project as outlined in the Design Build contract. If deficiencies are still found, the DCP shall
assemble a punch list of comments from any participants representing the City in the inspection
and shall evaluate each comment to determine whether or not they are part of the Construction
Contract. Any not-in-contract (N.I.C.) items shall be further evaluated by the DCP and
recommendations made to the City by the DCP whether they should be added to the Contract
as change orders or be handled by some other vehicle outside the Contract.
The DCP shall provide to the Design Builder the official, edited punch list within five (5) working
days, and shall verify the correction of in-contract punch I ist items.
Task 15: Final Completion
If the DCP finds the Project to be complete and acceptable, the DCP shall obtain the City's
approval to advise the Contractor of acceptance and commencement of the warranty period.
Task 16: Projects Closeout
Upon acceptance of the Project by the City as outlined in the Design Build contract, the DCP
shall immediately commence the closeout of the Project, finalizing all aspects of the
construction phase, including: obtaining from the Design Builder's FOR all required submittals,
such as marked-up record documents, warranties, operating and maintenance manuals,
releases of claim; updating and submitting record documents; verifying the Contractor's
completion of punch list items; assisting the City with respect to the final inspection by all AHJ's;
completing the processing of any remaining contract change orders; evaluating the assessment
of liquidated damages, if any and reviewing and processing final payments to the contractor(s).
Task 17: Additional Services
If additional services are required during the performance of the work, they will be requested by
the City and negotiated in accordance with the Contract requirements.
Task 18: Reimbursable Services
The City may reimburse additional expenses such as reproduction costs, underground utility
verification costs material testing / abatement and/or any other service as required for
successful project completion.
SCHEDULE "A-1"
SPECIAL TAXING DISTRICT BOUNDARY MAP
SEE ATTACHED
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 36 JULY 2012
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SCHEDULE B
CONSULTANT COMPENSATION
Schedule of Payments
Planning Services * $ 32,100.00
Design Services $ 44,070.00
Bidding and Award Services $ 9,875.00
Construction Administration - Contractor's Design Phase $ 16,780.00
Construction Administration -Construction Phase $ 82,520.00
(16 months) **
Other Services` $ 85,316.00
Reimbursable Allowance**** $ 15,000.00
Historic Preservation Board / Design Review Board (N/A)
Note*: These services will be paid lump sum based on percentage complete of
each phase as identified in the individual tasks.
Note**: Construction Administration - Construction Phase will be paid on a
monthly basis upon commencement of construction.
In the event that, through no fault of the Consultant, Construction Administration
services are required to be extended, which extension shall be subject to prior
City approval, and what shall be at ;the City's sole discretion, the Consultant
agrees to extend said services for $ 5,000, per month, for the duration required to
complete the Project.
Note***: Other Services includes the following: Traffic Study, Contamination
Screening, Phase 2 Environmental Assessment, Topographic & Specific Site
Survey, UG Utility Verification, Geotechnical Report, Bridge Loading Monitoring &
Compliance Report, Existing Sewer Evaluation Report, Outfall Evaluation Report,
Drainage Calculations, and Encroachment Analysis &Survey. These services will
paid based on final acceptance of each deliverable(see Schedule B dated 12-21-
2011 submitted by C3TS itemizing cost for each services).
Note****: The Reimbursable Allowance belongs to the City and must be approved
in writing, in advance, by the Project Coordinator. Unused portions will not be
paid to the Consultant.
SCHEDULE 'C'
Name of Project: Sunset Islands 3 and 4 DCP
Miami Beach
Miami Beach RFQ: #04-11/12
Date: January 27, 2012
HOURLY RATES
Project Principal $150
Project Manager $120
Senior Engineer $120
Engineer $101
Senior CAD Tech $60
CAD Tech $55
Clerical $35
Senior CEI Inspector $90
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SCHEDULE D
CONSTRUCTION COST BUDGET
$4,500,000
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 39 JULY 2012
SCHEDULE
PROJECT SCHEDULE
SEE ATTACHED
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SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 40 JULY 2012
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SCHEDULE F
GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT
00100 GENERAL CONDITIONS:
1. Project 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 City:
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:
( ) Bar Chart
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 41 JULY 2012
O Modified CPM
(*) CPM
(X) 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 assign a seasoned
professional, in the use of Primavera P3, to develop and update the
Primavera P3 project 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
PROGRAM MANAGER for review and acceptance that demonstrates
"Catch Up" within thirty (3) days. CONTRACTOR shall provide, at
CONTRACTOR'S cost, the necessary additional labor and or equipment
necessary to make-up the lost time. Failure to provide a "Make-Up"
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 42 JULY 2012
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, and such acceptance will neither impose on
Consultant or City responsibility for the progress or scheduling of the Work nor
relieve Contractor from full responsibility therefore. The finalized schedule of
Shop Drawing submissions must be acceptable to Consultant as providing a
workable arrangement for processing the submissions. The finalized schedule of
values pursuant to Section 3.1.3 above must be acceptable to Consultant as to
form and substance.
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 43 JULY 2012
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.
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
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 44 JULY 2012
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 the
Policy-Financial holder's bonds:
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.
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.
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 45 JULY 2012
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.Premises and/or Operations.
[ X] 7.1.2.2.Independent Contractors.
[ X] 7.1.2.3.Products and/or Completed Operations for contracts over
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
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 46 JULY 2012
to those required for Bodily Injury Liability and Property
Damage Liability.
i
[ 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
specifically endorsed to eliminate any "Occupancy Clause"
or similar; warranty or representation that the building(s),
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.
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 47 JULY 2012
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.
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:
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 48 JULY 2012
(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.
11.2. Impact fees levied by the City and/or Miami-Dade County shall be paid by
Contractor. Contractor shall I 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
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 49 JULY 2012
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.
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. Re-examination 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
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 50 JULY 2012
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 Consultant; regulatory representatives; any special or unusual
conditions or occurrences encountered; and the time of termination of work for
the day. All information shall be recorded in the daily log in ink. The daily log
shall be kept on the Project site and shall be available at all times for inspection
and copying by City and Consultant.
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,
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 51 JULY 2012
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 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 in an
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 non-approval
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.
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 52 JULY 2012
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, without the previous written consent of the Mayor and City
Commission.
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. Differinq 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.
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 53 JULY 2012
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 have the authority to reject or disapprove work which Consultant
finds to be defective. If required by Consultant, Contractor shall promptly either
correct all defective work or remove such defective work and replace it with non-
defective work. Contractor shall bear all direct, indirect and consequential costs
of such removal or corrections including cost of testing laboratories and
personnel. .
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 54 JULY 2012
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 to pay or to see the payment of any monies due any
subcontractor. City or Consultant may furnish to any subcontractor evidence of
amounts paid to Contractor on account of specific work performed.
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. Contractor shall perform the Work with its own organization, amounting to not
less than 75% percent of the Contract Price.
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 55 JULY 2012
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.
283. 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)
calendar days prior to City's intended occupancy of a designated
area.
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
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 56 JULY 2012
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 law_ s, 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 ccnsent of
the proper authorities.
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 EIS
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
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 57 JULY 2012
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 Engineering:
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 the item proposed to be replaced and there must be a net dollar
savings including Consultant review fees and charges. If a substitution is approved, the
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
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 58 JULY 2012
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.
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.
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 59 JULY 2012
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 include only the following items and shall not include any of the
costs itemized in Section 38.3.
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,
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 60 JULY 2012
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. Supplemental costs including the following:
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.
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 61 JULY 2012
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.
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
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 62 JULY 2012
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.
38.6. Whenever the cost of any work is to be determined pursuant to Sections 38.2
and 38.3, Contractor will submit in a form acceptable to Consultant an itemized
cost breakdown together with the supporting data.
38.7. Where the quantity of any item of the Work that is covered by a unit price is
increased or decreased by more than twenty percent (20%) from the quantity of
such work indicated in the Contract Documents, an appropriate Change Order
shall be issued to adjust the unit price, if warranted.
38.8. Whenever a change in the Work is to be based on mutual acceptance of a lump
sum, whether the amount is an addition, credit or no change-in-cost, Contractor
shall submit an initial cost estimate acceptable to Consultant and Contract
Administrator.
38.8.1. Breakdown shall list the quantities and unit prices for materials, labor,
equipment and other items of cost.
38.8.2. Whenever a change involves Contractor and one or more
Subcontractors and the change is an increase in the Contract Price,
overhead and profit percentage for Contractor and each
Subcontractor shall be itemized separately.
38.9. Each Change Order must state within the body of the Change Order whether it is
based upon unit price, negotiated lump sum, or"cost of the work."
39. Notification and Claim for Chanqe of Contract Time or Contract Price:
39.1. Any claim for a change in the Contract Time or Contract Price shall be made by
written notice by Contractor to the Contract Administrator and to Consultant
within five (5) calendar days of the commencement of the event giving rise to the
claim and stating the general nature and cause of the claim. Thereafter, within
twenty (20) calendar days of the termination of the event giving rise to the claim,
written notice of the extent of the claim with supporting information and
documentation shall be provided unless Consultant allows an additional period of
time to ascertain more accurate data in support of the claim and such notice shall
be accompanied by Contractor's written notarized statement that the adjustment
claimed is the entire adjustment to which the Contractor has reason to believe it
is entitled as a result of the occurrence of said event. All claims for changes in
the Contract Time or Contract Price shall be determined by Consultant in
accordance with Article 12 hereof, if City and Contractor cannot otherwise agree.
IT IS EXPRESSLY AND SPECIFICALLY AGREED THAT ANY AND ALL
CLAIMS FOR CHANGES TO THE CONTRACT TIME OR CONTRACT PRICE
SHALL BE WAIVED IF NOT SUBMITTED IN STRICT ACCORDANCE WITH
THE REQUIREMENTS OF THIS SECTION.
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 63 JULY 2012
39.2. The Contract Time will be extended in an amount equal to time lost on critical
Work items due to delays beyond the control of and through no fault or
negligence of Contractor if a claim is made therefore as provided in Section 39.1.
Such delays shall include, but not be limited to, acts or neglect by any separate
contractor employed by City, fires, floods, labor disputes, epidemics, abnormal
weather conditions or acts of God.
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 considered an 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,
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 64 JULY 2012
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 Time is delayed due to a Compensable Excusable Delay. These
liquidated indirect costs shall be paid to compensate Contractor for all indirect
costs caused by a Compensable Excusable Delay and shall include, but not be
limited to, .all profit on indirect costs, home office overhead, acceleration, loss of
earnings, loss of productivity, loss of bonding capacity, loss of opportunity and all
other indirect costs incurred by Contractor. The amount of liquidated indirect
costs recoverable shall be one thousand four hundred dollars ($1,400) per
day for each calendar day the Contract is delayed due to a Compensable
Excusable Delay.
(b) Non-Compensable Excusable Delay. When Excusable Delay is (i) caused
by circumstances beyond the control of Contractor, its subcontractors,
suppliers and vendors, and is also caused by circumstances beyond the
control of the City or Consultant, or (ii) is caused jointly or concurrently by
Contractor or its subcontractors, suppliers or vendors and by the City or
Consultant, then Contractor shall be entitled only to a time extension and
no further compensation for the delay.
42. Substantial Completion:
When Contractor considers that the Work, or a portion thereof'designated by City
pursuant to Article 29 hereof, has reached Substantial Completion, Contractor shall-so
notify City and Consultant in writing. Consultant and City shall then promptly inspect the
Work. When Consultant, on the basis of such an inspection, determines that the Work
or designated portion thereof is substantially complete, it will then prepare a Certificate
of Substantial Completion in the form attached hereto as Form 00925 which shall
establish the Date of Substantial Completion; shall state the responsibilities of City and
Contractor for security, maintenance, heat, utilities, damage to the Work, and insurance;
and shall list all Work yet to be completed to satisfy the requirements of the Contract
Documents for Final Completion. The failure to include any items of corrective work on
such list does not alter the responsibility of Contractor to complete all of the Work in
accordance with the Contract Documents. Warranties required by the Contract
Documents shall commence on the date of Substantial Completion of the Work or
designated portion thereof unless otherwise provided in the Certificate of Substantial
Completion. The Certificate of Substantial Completion shall be submitted to City through
the Contract Administrator and Contractor for their written acceptance of the
responsibilities assigned to them in such Certificate.
43. No Interest:
Any monies not paid by City when claimed to be due to Contractor under this
Agreement, including, but not limited to, any and all claims for contract damages of any
type, shall not be subject to interest including, but not limited to prejudgment interest.
However, the provisions of City's prompt payment ordinance, as such relates to
timeliness of payment, and the provisions, of Section 218.74(4), Florida Statutes (1989)
as such relates to the payment of interest, shall apply to valid and proper invoices.
44. Shop Drawings:
44.1. Contractor shall submit Shop Drawings as required by the Technical
Specifications. The purpose of the Shop Drawings is to show the suitability,
efficiency, technique of manufacture, installation requirements, details of the
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 65 JULY 2012
item and evidence of its compliance or noncompliance with. the Contract
Documents.
44.2. Within thirty (30) calendar days after the Project Initiation Date specified in the
Notice to Proceed, Contractor shall submit to Consultant a complete list of
preliminary data on items for which Shop Drawings are to be submitted and
shall identify the critical items. Approval of this list by Consultant shall in no way
relieve Contractor from submitting complete Shop Drawings and providing
materials, equipment, etc., fully in accordance with the Contract Documents.
This procedure is required in order to expedite final approval of Shop Drawings.
44.3. After the approval of the list of items required in Section 44.2 above, Contractor
shall promptly request Shop Drawings from the various manufacturers,
fabricators, and suppliers. Contractor shall include all shop drawings and other
submittals in its certification.
44.4. Contractor shall thoroughly review and check the Shop Drawings and each and
every copy shall show this approval thereon.
44.5. If the Shop Drawings show or indicate departures from the Contract
requirements, Contractor shall make specific mention thereof in its letter of
transmittal. Failure to point out such departures shall not relieve Contractor
from its responsibility to comply with the Contract Documents.
44.6. Consultant shall review and approve Shop Drawings within fourteen (14)
calendar days from the date received, unless said Drawings are rejected by
Consultant for material reasons. Consultant's approval of Shop Drawings will be
general and shall not relieve Contractor of responsibility for the accuracy of
such Drawings, nor for the proper fitting and construction of the work, nor for the
furnishing of materials or work required by the Contract Documents and not
indicated on the Drawings. No work called for by Shop Drawings shall be
performed until the said Drawings have been approved by Consultant. Approval
shall not relieve Contractor from responsibility for errors or omissions of any sort
on the Shop Drawings.
44.7. No approval will be given to partial submittals of Shop Drawings for items which
interconnect and/or are interdependent where necessary to properly evaluate
the design. It is Contractor's responsibility to assemble the Shop Drawings for
all such interconnecting and/or interdependent items, check them and then
make one submittal to Consultant along with its comments as to compliance,
noncompliance, or features requiring special attention.
44.8. If catalog sheets or prints of manufacturers' standard drawings are submitted as
Shop Drawings, any additional information or changes on such drawings shall
be typewritten or.lettered in ink.
44.9. Contractor shall submit the number of copies required by Consultant.
Resubmissions of Shop Drawings shall be made in the same quantity until final
approval is obtained.
44.10. Contractor shall keep one set of Shop Drawings marked with Consultant's
approval at the job site at all times.
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 66 JULY 2012
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 P i P e 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.
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
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 67 JULY 2012
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.
[ ] 47.Final Bill of Materials:
Contractor shall be required to submit to City and Consultant a final bill of materials with
unit costs for each bid item for supply of materials in place. This shall be an itemized list
of all materials with a unit cost for each material and the total shall agree with unit costs
established for each Contract item. A Final Certificate for Payment cannot be issued by
Consultant.until Contractor submits the final bill of materials and Consultant verifies the
accuracy of the units of Work.
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 of same.
50.2. Compliance with any specific hurricane warning or alert precautions will not
constitute additional work.
50.3. Additional work relating to hurricane warning or alert at the Project site will be
addressed by a Change Order in accordance with Section 37, General
Conditions.
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 non-compensable, excusable delay,
and shall not give rise to a claim for compensable delay.
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 68 JULY 2012
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 Ordinance No 92.2824 in performing any services pursuant to this
Agreement.
54. Proiect 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.
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 69 JULY 2012
SCHEDULE G
INSURANCE REQUIREMENTS AND SWORN AFFIDAVITS.
SEE ATTACHED
1
SUNSET ISLANDS 3 AND 4-C3TS CONTRACT 70 JULY 2012
INSURANCE CHECK LIST_
XXX 1. Workers' Compensation and Employer's Liability per the statutory limits of the state
of Florida.
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
Contractual Indemnity (Hold harmless endorsement exactly as written in "insurance
requirements"of specifications).
XXX 3. Automobile Liability - $1,000,000 each occurrence - owned/non-owned/hired
automobiles included.
XXX 4. Excess Liability-$ 4.000,000.00 per occurrence to follow the primary coverages.
XXX 5. The City must be named as and additional insured on the liability policies; and it
must be stated on the certificate.
XXX 6. Other Insurance as indicated:
Builders Risk completed value $ .00
Liquor Liability $ .00
Fire Legal Liability $ .00
Protection and Indemnity $ .00
X Professional Liability $2,000,000.00
Employee Dishonesty Bond $ .00
Theft Covering Money and/or Property
Of others $ .00
XXX 7. Thirty(30)days written cancellation notice required.
I
XXX 8. Best's guide rating B+:Vi or better, latest edition.
XXX 9. The certificate must state the RFQ number and title
PROPOSER AND INSURANCE AGENT STATEMENT:
We understand the Insurance Requirements of these specifications and that evidence of this
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 of Agreement under which City may immediately terminate the proposed
Agreement.
Corzo Castella Carballo Th rn son Salman PA
Proposer Signature of Proposer
RFQ No:
City of Miaml Beach 2 of 12
PROPOSER INFORMATION
Submitted by: Corzo Castella Carballo Thomason Salman, PA
Proposer(Entity): Corzo Castella Carballo Thompson Salman, PA _
Signature:
Name(Printed): Ramon Castella PE LEER AP
Address: 901 Ponce de Leon Blvd Suite 900
City/State: Coral Gables,Florida 33134
Telephone: 305-445-2900
Fax: 305-774-6277
E-mail: marketinci@c3ts com -
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
evaluationiselection process until and unless a contract has been agreed to and signed
by both parties.
Lie
(Authorized Signature) (Date)
Ramon Castella PE LEER AP
(Printed blame)
RFQ No:
3ot12
City of Miami Beach
REQUEST FOR QUALIFICATIONS NQ. 35-10/11
ACKNOWLEDGMENT OF ADDENDA
Directions:Complete Part t or Part 11,whichever applies.
Part I: Listed below are the dates of issue for each Addendum received in connection with this
RFQ:
Addendum No. 1, Dated
Addendum No. 2, Dated 6,G I-
Addendum No. 3, Dated IVt4 7 2 o r I
Addendum No. 4, Dated ;
Addendum No. 5, Dated
Part II: No addendum was received in connection with this RFQ.
Verified with Procurement staff
Maria Estevez Senior Procurement Analysis
Name of staff Date
Corzo Castella Carballo Thompson Salman. PA
Proposer Name Date
: L
Signature
RFQ No:
4of12
City of Miami Beach
f
DECLARATION 3
TO: City of Miami Beach
City Hall
1700 Convention Center Drive
Procurement Division
Miami Beach, Florida 33139
Submitted this �J` day of 5;� 7`>
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 connection or arrangement
with any other person; and that this response is in every respect fair and made in good faith,
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
Miami Beach Florida for the performance of all requirements to which the response
the City of Mia P
pertains.
The Proposer states that the response is based upon the documents identified by the following
number: RFQ No.
r 9
SIGNATURE
Ramon Castella,PE,LEED AP
PRINTED NAME
Vice President
TITLE(IF CORPORATION)
RFQ Flo-
_ 5pft2
City of Miami Beach
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 Ramon Castella PE LEED AP
[print individual's name and title]
For Corzo Castella Carballo Thompson Salman PA
[print name of entity submitting sworn statement]
Whose business address is 901 Ponce de Leon Blvd, Suite 900, Coral Gables, FL 33134
And (if applicable)its Federal Employer Identification Number(FEIN)is 65-00394393
(If the Entity has no FEIN, include the Social Security Number of the individual
signing this sworn statement: )
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 of
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 „ n person as defined in Paragraph 287.133(1)(e), Florida Statutes
RFQ No:
City of Miami Beach 6 of 12
QUESTIONNAIRE
Proposer's Name:
Corzo Castella Carballo Thompson Salman, PA
Principal Office Address:
901 Ponce de Leon Blvd, Suite 900
Coral Gables Florida 33134
Official Representative:
Ramon Castella PE LEED AP
Individual
P i (Circle One)
Corporation -
If a-Corporation,answer this:
When Incorporated:
March 28 1988
In what State:
Florida
If a Foreign Corporation:
Date of Registration with
Florida Secretary of State:
N/A
Name of Resident Agent:
N/A
Address of Resident Agent:
N/A
President's Name:
NIA
Vice-President's Name:
NIA
Treasurer's Name:
NIA
Members of Board of Directors:
NIA
RFQ No:
City of Miami Beach 8 of 12
If a Partnership:
NIA
Date of organization:
N/A
General or Limited Partnership*:
NIA
Name and Address of Each Partner:
NAME ADDRESS
N/A
NIA
* Designate general partners in a Limited Partnership
N/A
1. Number of years of relevant experience in operating same or similar
business: 23
2. Have any agreements held__ by Proposer for a project ever been canceled?
Yes ( ) No (�1 )
If yes, give details on a separate sheet.
3. Has the Proposer or any principals of the applicant organization failed to qualify
as a responsible BidderlProposer refused to enter into a contract after an award
has been made, failed to complete a contract during the past five (5) years, or
been declared to be in default in any contract in the last 5 years?
If yes, please explain:
N/A
4. Has the Proposer or any of its principals ever been declared bankrupt or
reorganized under Chapter 11 or put into receivership? Yes ( )No (4)
If yes, give date, court jurisdiction, action taken, and any other explanation
deemed necessary on a separate sheet.
5. Person or persons interested in this RFQ and Qualification Form have( ) have not
(Y)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
RFQ No:
City of Miami Beach 9 of 12
(10%). (Strike out inappropriate words)
Explain any convictions:
NIA
6. Lawsuits (any) pending or completed involving the corporation, partnership or
individuals with more than ten percent(10%) interest:
A. List all pending lawsuits:
�, �t/ffffttff tfr it rj f f j ,F{! ,l
Rosser v.C3TS: Case number-09-36103CA11
Case involves alleged property damage by a homeowner adjacent to a sewer
Case Pending construction project in Key Biscayne. C3TS provided construction inspection
services.Case is currently in a stage of inactivity by the plaintiff.(Case opened
in October 2009
Gaitan v. C3TS: Case number-09-29561
Case involves a death caused while operating a motor vehicle on State Road
Case Pending 821,where the driver had a seizure, lost control and swerved on to the grassy
area until it struck the cable barrier system. The case is currently in early
stages of litigation. Case opened in March 2010
Pura Nicole Bar-Zevulun v.C3TS: Case number—11-05092CA27
Case Pending Case involved a pedestrian struck by a taxi cab on AIA while exiting the
vehicle at night. The case is currently in early stages of litigation..
Cased open in February 2011
B. List all judgments from lawsuits in the last five(5)years:
.,.4 f r rt i /• s., f
Fuentes v.C3TS: Case number-05-00522(18)
Case Dismissed Case involved an accident at a pedestrian crosswalk, designed by a team
including C3TS, in the City of Coral Springs. This case was settled.
Case opened November 2005 and resolved December 2007
Marrero'v.C3TS: Case number-06-16202CA (02)
Case involved an accident of a car hitting a bicyclist on a roadway under
Case Dismissed construction that was designed by C3TS in the Village of Key Biscayne. This
case was settled out of court.
(Case opened August 2006 and resolved November 2008
Speciale v.C3TS: Case number—09008870
Case Dismissed Case involves a heart-attack death on a soccer field designed by C3TS in the
City of Deerfield Beach.
Dismissed in summary'ud ment on September 1,2009
Moon Bay Condominium v.C3TS: Case number-09CA250P
Case Dismissed Case involves alleged construction defects on a marina reconstruction project
designed by C3TS in Key Largo. This case was settled.
Case opened in March 2009 and resolved in September 2010
RFQ No:
City of Miami Beach 10 of 12
i
Lynn v.C3TS: Case number-502007CA007142MBAG
Case Dismissed Case involves an accident of a bicyclist getting hit by a vehicle on a roadway
designed by C3TS in Palm Beach County.The case was settled.
Case o ened in Au ust 2009 and resolved in July 2010
Guzman v.C3TS: Case number-09-46318CA24 -
Case Dismissed Case involves an accident where a girl broke her teeth on a water slide at a
facility designed and built by a team including C3TS in Miami. C3TS was
dismissed from this claim by claimant in May 2010.
Tetra Tech, Inc.v.C3TS: Case number-District Court 1:09-CV-21749-ASG/
Mc Aliley °
Case involves C3TS as a third party subconsultant to Tetra Tech in alleged
Cas e Dismissed negligence claimed by the contractor against Tetra Tech for services provided
to the City of North Miami Beach.The case was dismissed.
Case o ened in March 2010 and dismissed in mediation January 2011
C. List any criminal violations and/or convictions of the Proposer and/or any
of its principals:
NIA
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.)
NONE
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
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
RFQ No.
11 of 12
city of Miami Beach
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.
PROPOSER
WITNESS: IF INDIVIDUAL:
Signature Signature
Print Name Print Name
WITNESS: IF PARTNERSHIP:
Signature -- Print Name of Firm
Print Name Address
By:
General Partner
-Print Name
IF CORPORATION:
Corzo Castella Carballo Thompson Salman, PA
:p a Print Name of Corporation
�,•;er i=1 Sal�inan AIA 901 Ponce de Leon Blvd. Suite 900
J
Coral Gables, Florida 33134
Print:N•amb `
Addr ss.
01 ef--President
(CORPORATE SEAS.)
Print Name
RFQ No:
12 at 12
city of Miami Beach
i S\
SCHEDULE H
BEST VALUE AMENDMENT
The Consultant agrees to abide by all the required documentation of the City's Performance
Information Procurement System and submit the weekly reports.
l
PALM&HIBISCUS ISLANDS-C3TS CONTRACT JUNE 2012
i
SCHEDULEI
DESIGN BUILD SERVICES AGREEMENT
SEE ATTACHED
PALM&HIBISCUS ISLANDS-C3TS CONTRACT JUNE 2012
i
AGREEMENT
Between
CITY OF MIAMI BEACH, FLORIDA
and
for
DESIGN/BUILD SERVICES
FOR THE
NEIGHBORHOOD
RIGHT-OF-WAY IMPROVEMENTS PROJECT
This is an Agreement (the "Agreement") between the CITY OF MIAMI BEACH,
FLORIDA, a not for profit corporation of the State of Florida, its successors and assigns,
hereinafter referred to as "CITY."
AND , its successors and assigns, hereinafter referred to
as "DESIGN/BUILD FIRM."
WITNESSETH, in consideration of the mutual terms and conditions, promises,
covenants and payments hereinafter set forth, CITY and DESIGN/BUILD FIRM agree
as follows:
ARTICLE 1 DEFINITIONS AND IDENTIFICATIONS
For the purposes of this Agreement and the various covenants, conditions, terms and
provisions which follow, the DEFINITIONS and IDENTIFICATIONS set forth below are
assumed to be true and correct and are agreed upon by the parties.
Whenever the following terms or pronouns in place of them appear in this Agreement
the intent and meaning shall be interpreted as follows:
1.00 Applicable Laws: All federal, state, county, and local statutes, codes, laws, rules,
regulations, ordinances, orders and standards applicable to the Project and any other
such law hereafter enacted, and any rules adopted pursuant thereto, as all such laws
may be amended from time to time to perform the Work
1
1.01 Change Order: To the extent permitted under this.Agreement, a fully executed
written document authorizing a change in the Contract Price or Contract Time or a
material change in the Work.
1.02 City: 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, which is a party hereto and/or for which this Contract is to
be performed. In all respects hereunder, CITY's performance is pursuant to CITY's
position as the owner of a construction project. In the event CITY exercises its
regulatory authority as a governmental body, the exercise of such regulatory authority
and the enforcement of any rules, regulations, laws and ordinances shall be deemed to
have occurred pursuant to CITY's regulatory authority as a governmental body and shall
not be attributable in any manner to CITY as a party to this Contract.
1.03 City Commission: City Commission shall mean the governing and legislative
body of the CITY.
1.04 City Manager: City Manager shall mean the Chief Administrative Officer of the
CITY.
1.05 Construction Documents Phase: The phase in which DESIGN/BUILD FIRM will
consult with the Contract Administrator and prepare the Construction Documents for the
Project, based upon the Design Criteria Package, for review and approval of the CITY
(including, without limitation, any and all applicable CITY departments) and any
applicable regulatory agencies.
1.06 Construction Manager: The Construction Manager is the authorized individual or
firm which is the representative of DESIGN/BUILD FIRM who will administer/manage
the construction effort on behalf of the DESIGN/BUILD FIRM.
1.07 Construction Manager Representative: An authorized representative of
Construction Manager assigned to the Project site to perform those services detailed in
Article.17.
1.08 Construction Phase. The phase of services which constitutes DESIGN/BUILD
FIRM's administration of the construction of the Project and all activities necessary for
the completion of the Project.
1.09 Consultant: The registered architect, professional engineer, professional land
surveyor, civil engineer, architect and/or registered landscape architect who has
contracted with or who is employed by DESIGN/BUILD FIRM to provide professional
services for the design of the Project and who is licensed by the State of Florida to
provide said services. The Consultant is
2
1.10 Contract: This Agreement and all addenda, exhibits and amendments thereto
between the CITY and the DESIGN/BUILD FIRM for this Project, all as defined herein.
Contract shall also mean the same as Agreement.
1.11 Contract Administrator: The CITY's Capital Improvement Projects Office
Director, or his designee, shall be designated as the Contract Administrator for m2tters-
concerning the Agreement.
1.12 Contract Documents: This Agreement, as approved by the Mayor and City
Commission, pursuant to and subject to the conditions of City Resolution No.
and executed by the Mayor and City Cleric, and any addendums, exhibits or
amendments thereto; Change Orders; the performance bond and payment bonds; the
Design Criteria Package; the Construction Documents, including but not limited to,
Plans and Specifications (as approved and permitted) as prepared by the
DESIGN/BUILD FIRM i.n general accordance with the Design Criteria Package,
computerized Critical Path Method (CPM) Project Schedule and Schedule of Values;
and any additional documents the submission of which is required by this Agreement.
When reference is made in the Contract Documents to publications, standards or codes
issued by associations or societies, the intent shall be to specify the current or adopted
edition of such publication or standard including revision and effect on the date of the
issuance of all applicable permits.
1.13 Contract Time: The original time between Project commencement and Project
completion, including any milestone dates thereof, established in Article 6 of the
Contract, as may be amended by Change Order.
1.14 Contract Price: The Guaranteed Maximum Price agreed to between
DESIGN/BUILD FIRM and the CITY. The Contract Price is not subject to increase,
except as expressly allowed within the Contract Documents.
1.15 Design/Build Firm: , its successors and assigns, is the
DESIGN/BUILD FIRM selected to perform the Work pursuant to this Agreement, and is
the person, firm or corporation liable for the acceptable performance of, and payment of
all legal debts pertaining to, the Project. All references in the Contract Documents to
third parties under contract or control of DESIGN/BUILD FIRM shall be deemed to be a
reference to DESIGN/BUILD FIRM. The DESIGN/BUILD FIRM will be responsible for
the provision, installation, and performance of all equipment, materials, and services
offered. The DESIGN/BUILD FIRM is in no way relieved of the responsibility for the
performance of all equipment furnished.
1.16 Design Criteria Package: Design Criteria Package (DCP) shall mean those
certain conceptual plans and specifications and performance oriented drawings or
specifications of the Project, as prepared and sealed by the Design Criteria
Professional, and in compliance with the requirements of Section 287.055, Florida
3
Statutes. The Design Criteria Package is attached and incorporated as Attachment I
hereto.
1.17 Design Criteria Professional: Design Criteria Professional shall mean the
individual or entity who/which holds a current certificate as a registered engineer under
Chapter 471 to practice engineering and who is employed by or retained by the CITY to
provide professional services in compliance with the requirements of Section 287.055,
Florida Statutes, and in connection with the preparation of the DCP; who shall review
and provide recommendations regarding the Construction Documents prepared by the
DESIGN/BUILD FIRM for the Project; and evaluate compliance of Project construction
with the Design Criteria Package.
1.18 Field Order: A written order issued by the Contract Administrator or Project
Manager-which orders minor changes in the Project but which does not involve a
change in the Contract Price or Contract Time or a material change in the Work.
1.19 Final Completion: The date certified by the Project Manager or the Design
Criteria Professional that all conditions of the permits and regulatory agencies have
been met; all construction, including corrective and punch list work, has been
performed; all administrative requirements of the Contract Documents have been
completed; and CITY has received from DESIGN/BUILD FIRM all necessary
documentation, as deemed by the CITY, including but not limited to the following: all
final releases of liens, consent of surety, release of claims by DESIGN/BUILD FIRM,
corrected as-built drawings, a final bill of materials, executed final adjusting Change
Order, final invoice, "before and after" color videotapes (including, without limitation,
videotapes of stormwater lines and outfalls within the Project limits), copies of pertinent
test results, correspondence, warranties, guarantees, operational manuals, spare parts,
service contracts and tools.
1.20 [Intentionally Deleted].
1.21 Contractor: , its successors and assigns (the DESIGN-
BUILD FIRM) shall also be the general contractor which shall perform the Work
pursuant to this Agreement.
1.22 Hazardous Materials: As used in this Contract the term "Hazardous Materials"
means any chemical, compound, material, substance or other matter that:
(a) is a flammable, explosive, asbestos, radioactive nuclear medicine, vaccine,
bacteria, virus, hazardous waste, toxic, overtly injurious or potentially injurious material,
whether injurious or potentially injurious by itself or in combination with other materials;
(b) is controlled, referred to, designated in or governed by'any Hazardous Materials
Laws;
4
(c) gives rise to any reporting, notice or publication requirements under any
Hazardous Materials Laws, or
(d) is any other material or substance giving rise to any liability, responsibility or duty
upon the CITY with respect to any third person under any Hazardous-Materials Law.
1.23 Hazardous Materials Laws: As used in this Contract, the term "Hazardous
Materials' Laws" means any and all federal, state or local laws or ordinances, rules,
decrees, orders, regulations or court decisions (including the so called "common lave'),
including without limitation the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended (42 U.S.C.' §§9601 et seq.), the
Hazardous Materials Transportation Act, as amended (49 U.S.C. §§1801 et seq.), and
the Resource Conservation and Recovery Act of 1976, as amended (42 U.S.C. §§6901
et seq.), relating to hazardous substances, hazardous materials, hazardous waste, toxic
substances, environmental conditions on, under or about the Premises, soil and ground
water conditions or other similar substances or conditions.
1.24 Material(s): Material(s) incorporated in this Project or used or consumed in the
performance of the Work.
1.25 - GUARANTEED MAXIMUM PRICE: THE MUTUALLY AGREED UPON
CONTRACT PRICE TO BE PAID TO THE DESIGN/BUILD FIRM, AND THAT THE
DESIGN I BUILD FIRM GUARANTEES -NOT TO EXCEED, FOR ALL LABOR,
EQUIPMENT, AND MATERIALS TO DESIGN, PERMIT, ADMINISTER,
COORDINATE, INSPECT, CONSTRUCT, AND INSTALL THE PROJECTWITHIN THE
CONTRACT TIME. THE GUARANTEED MAXIMUM PRICE IS NOT SUBJECT TO
INCREASE, EXCEPT AS EXPRESSLY ALLOWED WITHIN THE CONTRACT
DOCUMENTS.
1.26 Notice-to-Proceed: A written document issued by the Contract Administrator
informing the DESIGN/BUILD FIRM to officially begin the Project.
1.27 Plans and Specifications: The official graphic and descriptive representations of
the Project which, upon written approval of CITY, shall become a part of the Contract
Documents.
4
1.28 Project: The DESIGN/BUILD FIRM will be responsible for the design,
construction and construction management of the water main, storm water collection/
disposal, irrigation, electrical, lighting, curb/gutter, sidewalk, and asphalt milling/
resurfacing of the Neighborhood Right-of-Way
Improvements Project. The Project limits shall consist of the
neighborhoods. A Design Criteria Package has been prepared by the Design Criteria
Professional and includes and/or references in such DCP, as the case may be,
conceptual construction drawings and technical specifications for the civil engineering,
electrical engineering, architectural and landscape architectural disciplines. The
5
DESIGN/BUILD FIRM shall obtain all necessary permits for the construction of the
Project including, but not limited to, the following: Miami-Dade Department of Health,
Miami-Dade Department of Environmental Resources Management, Florida Department
of Environmental Protection, South Florida Water Management District, Army Corps of
Engineers, and the CITY's regulatory departments (ie. Public Works, Fire, Building,
etc.). Remaining design elements include the revision/incorporation of the CITY's
technical specifications (latest edition); modifications to the water, stormwater, electrical,
irrigation, landscape, paving and grading improvements along Stillwater Drive;
revision/modifications to the entire stormwater collection, disposal, and pump system;
and associated plan revisions required to accommodate the aforementioned design
revision/modifications.
1.29 Project Manager: An authorized representative of CITY, who may be a CITY
employee or a Resident Project Representative assigned to the Project by the CITY,
assigned to make necessary observations of materials fumished by DESIGN/BUILD
FIRM and of the Work performed by DESIGN/BUILD FIRM as detailed in Subsection
5.06.
1.30 Shop Drawings: Drawings, diagrams and schedules, and other data specially
prepared by the DESIGN/BUILD FIRM or its Subcontractors, sub-Subcontractors,
manufacturer, supplier or distributor to illustrate some portion of the Work.
1.31 Subconsultant: The person or entity who is a registered architect, professional
engineer, professional land surveyor, and/or registered landscape architect having a
contract with Consultant to provide professional services for the design of the Project
and who is licensed by the State of Florida to provide said services.
1.32 Subcontractor: The person or entity having a direct contract with DESIGN/BUILD
FIRM including one who furnishes material worked.to a special design according to the
Contract Documents for this Project, but does not include one who merely fumishes
materials not so worked.
1.33 Substantial Completion: Subject to the requirements of Article 41, the date(s)
certified by the Contract Administrator that all conditions of the permits and regulatory
agencies have been met for the CITY's intended use of the Project, and all construction
has been performed therein in accordance with the Contract Documents so CITY can
fully occupy or utilize, as opposed to partially occupy or utilize, the Project for its
intended purpose. At a minimum, a Certificate of Substantial Completion is one of the
requirements for Substantial Completion.
1.34 Surety: The surety company or individual which is bound by the performance
bond and payment bonds with and-,for DESIGN/BUILD FIRM who is primarily liable and
which surety company or individual is responsible for DESIGN/BUILD FIRM's
acceptable performance of the Work under the Contract and for the payment of all debts
pertaining thereto in accordance with Section 255.05, Florida Statutes.
6
DESIGN/BUILD FIRM shall obtain all necessary permits for the construction of the
Project including, but not limited to, the following: Miami-Dade Department of Health,
Miami-Dade Department of Environmental Resources Management, Florida Department
of Environmental Protection, South Florida Water Management District, Army Corps of
Engineers, and the CITY's regulatory departments (ie. Public Works, Fire, Building,
etc.). Remaining design elements include the revision/incorporation of the CITY's
technical specifications (latest edition); modifications to the water, stormwater, electrical,
irrigation, landscape, paving and grading improvements along Stillwater Drive;
revision/modifications to the entire stormwater collection, disposal, and pump system;
and associated plan revisions required to accommodate the aforementioned design
revision/modifications.
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1.29 Project Manager: An authorized representative of CITY, who may be a CITY
employee or a Resident Project Representative assigned to the Project by the CITY,
assigned to make necessary observations of materials furnished by DESIGN/BUILD
FIRM and of the Work performed by DESIGN/BUILD FIRM as detailed in Subsection
5.06.
1.30 Shop Drawings: Drawings, diagrams and schedules, and other data specially
prepared by the DESIGN/BUILD FIRM or its Subcontractors, sub-Subcontractors,
manufacturer, supplier or distributor to illustrate some portion of the Work.
1.31 Subconsultant: The person or entity who is a registered architect, professional
engineer, professional land surveyor, and/or registered landscape architect having a
contract with Consultant to provide professional services for the design of the Project
and who is licensed by the State of Florida to provide said services.
1.32 Subcontractor: The person or entity having a direct contract with DESIGN/BUILD
FIRM including one who furnishes material worked to a special design according to the
Contract Documents for this Project, but does not include one who merely furnishes
materials not so worked.
1.33 Substantial Completion: Subject to the requirements of Article 41, the date(s)
certified by the Contract Administrator that all conditions of the permits and regulatory
agencies have been met for the CITY's intended use of the Project, and all construction
has been performed therein in accordance with the Contract Documents so CITY can
fully occupy or utilize, as opposed to partially occupy or utilize, the Project for its
intended purpose. At a minimum, a Certificate of Substantial Completion is one of the
requirements for Substantial Completion.
1.34 Surety: The surety company or individual which is bound by the performance
bond and payment bonds with and.for DESIGN/BUILD FIRM who is primarily liable and
which surety company or individual is responsible for DESIGNIBUILD FIRM's
acceptable performance of the Work under the Contract and for the payment of all debts
pertaining thereto in accordance with Section 255.05, Florida Statutes.
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1.35 Utilities: The public or private systems on the Project site for rendering electrical
power, light, heat, gas, water, communication, sewage systems, and the like.
1.36 Work: The. completed construction required by the Contract Documents, as
permitted, including all labor necessary to produce such construction, and all materials
and equipment incorporated or to be incorporated in such construction.
ARTICLE 2 GENERAL PROVISIONS
2.01 "Generally: DESIGN/BUILD FIRM hereby agrees to furnish all of the labor,
Materials, equipment, Work, services, and incidentals necessary to perform all of the
Work described in the Contract Documents, and related thereto for the Project, within
the Guaranteed Maximum Price.
2.02 Relationship of CITY and DESIGN/BUILD FIRM: The DESIGN/BUILD FIRM
accepts the relationship of trust and confidence established between it and the CITY by
this Agreement. The DESIGN/BUILD FIRM represents that it will furnish its best skill
and judgment in performing the Work, and shall always act to further the interest of the
CITY in the expeditious completion of the Project at the lowest cost to the CITY, and in
strict accordance with the Contract Documents and prudent and customary construction
practices.
By signing this Contract, the DESIGN/BUILD FIRM accepts a fiduciary duty with the
CITY and warrants and represents to the CITY that the DESIGN/BUILD FIRM: (a) has
all licenses and certifications required by Applicable Laws; (b) is experienced in all
aspects of pre-construction and construction planning for projects similar to the Project;
(c) will act in the CITY'S highest and best interests in performing the Work; and (d)that
no employee or affiliate of the DESIGN/BUILD FIRM, including all Subconsultants,
Subcontractors, and suppliers, at any tier, has been convicted of a public entity crime,
fraud, theft and/or a property damage crime within the preceding thirty-six (36) months
from the time this Contract is executed, pursuant to Section 287.133, Florida Statutes.
2.03 Intention of CITY: It is the intent of CITY to describe in this Agreement and the
Design Criteria Package a functionally complete Project to be designed and constructed
in accordance with the Contract Documents, within the Guaranteed Maximum Price,
and in accordance to all Applicable Laws governing construction of the Project. Any
Work, services, Materials, or equipment that. may reasonably be inferred from the
Agreement and the Design Criteria Package as being required to produce the intended
result shall be supplied by DESIGN/BUILD FIRM 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 associations, or to the laws or regulations of any governmental
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authority, whether such reference is specific or by implication, shall mean the latest
standard specification, manual, code or laws or regulations in effect at the time of
issuance of all applicable permits. If a conflict exists between two or more referenced
standards, the most stringent shall apply. The CITY shall have no duties other than
those duties and obligations expressly set forth within the Agreement and the Design
Criteria Package.
2.04 Preliminary Matters:
2.04.01 Within five (5) calendar days prior to the pre-construction meeting
described in Subsection 2.04.02, DESIGN/BUILD FIRM shall submit the following
to Project Manager,for Project Manager's review and approval:
2.04.01.01 A CPM 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:
(} Bar Chart
() Modified CPM,
(} CPM
(X) 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.")
DESIGN/BUILD FIRM shall provide a preliminary man loaded, logic
based CPM Project "Base Line" Schedule using "Early Start' and
"Early Finish" dates for each activity. The DESIGN/BUILD FIRM
shall include, in addition to normal work activity input, input that
encompasses all submittal approvals; delivery durations for
important materials and/or equipment; logic relationships of
activities, including physical and site restraints; and shall clearly
identify the Project's critical path. This input shall be precedence
based CPM scheduling using the most recent version-6f Primavera
P3 software. DESIGN/BUILD FIRM shall provide Proiect Manager
with a copy of the software.
The preliminary CPM Project "Base Line". Schedule, when
submitted, shall have attached a program-generated error report
stating that no errors exist in the schedule.
DESIGNIBUILD FIRM shall submit monthly, with each requisition
for payment, an update of the CPM Project Schedule (with a
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program-generated error report stating that no errors exist in the
schedule and that does not revise the CPM Project "Base Line"
Schedule's Substantial Completion or Final Completion date)
showing the progress for the month. DESIGN/BUILD FIRM SHALL
SUBMIT ONE HARD COPY AND ONE ELECTRONIC COPY. In
addition to the CPM Project "Base Line" Schedule, DESIGN/BUILD
FIRM shall include a narrative report of the month's progress, an
explanation of any delays and or additions/deletions to activities.
It is strongly recommended that DESIGN/BUILD FIRM hire a
seasoned professional, in the use of Primavera P3, to develop and
update the Primavera P3 CPM Proiect "Base Line" Schedule.
DESIGN/BUILD FIRM shall 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 CPM Project "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 CPM Project "Base Line" Schedule shall be the basis of the
DESIGN/BUILD FIRM's Work and shall be complied with in all
respects.
If the DESIGN/BUILD FIRM's Work becomes more than (30) days
behind schedule DESIGN/BUILD FIRM shall be required to submit
a "Make-Up" schedule to Project Manager, for review and approval,
that demonstrates "Catch Up" within thirty (30) days.
DESIGN/BUILD FIRM shall provide, at DESIGN/BUILD FIRM's sole
expense, 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 DESIGN/BUILD FIRM.
2.04.01.02 After award, but prior to the submission of the final
CPM Project "Base Line" Schedule, Project Manager, Contract
Administrator and DESIGN/BUILD FIRM shall meet with all utility
owners and secure from them a schedule of utility relocation;
provided,- however, that CITY shall not be responsible for non-
performance by the utility owners.
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2.04.01.03 A preliminary schedule of Shop Drawing submissions;
and
2.04.01.04 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 DESIGN/BUILD FIRM at the time of
submission.
2.04.02 At a time specified by Project Manager, but before DESIGN/BUILD
FIRM commences the Work at the, Project site, a conference attended by
DESIGN/BUILD FIRM, Project. Manager and others, as deemed appropriate by
Contract Administrator, will be held to discuss the schedules referred to in
Subsection 2.04.01; to discuss procedures for handling Shop Drawings and other
submittals; for processing requisitions for payment; and to establish a working
understanding among the parties as to the Work.
2:04.03 Within thirty-five (35) days from the Project Initiation Date (as set
forth in the first Notice-to-Proceed), a conference attended by DESIGNIBUILD
FIRM, Project Manager and others, as deemed appropriate by Contract
Administrator, will be held to finalize the schedules submitted in accordance with
Subsection 2.04.01. Within forty-five (45) days after the Project Initiation Date
(as set forth in the first Notice-to-Proceed), the DESIGNIBUILD FIRM shall revise
the original schedule submittal to address all review comments from the CPM
review conference and resubmit for Project Manager review. The finalized CPM
Project "Base Line" Schedule will be accepted by Project Manager only as
providing an orderly progression of the Work to completion within the Contract
Time, but such acceptance shall not constitute acceptance by CITY of the means
or methods of construction or of the sequencing or scheduling of the Work, and
such acceptance will not impose on the CITY responsibility for the progress or
scheduling of the Work, nor relieve DESIGN/BUILD FIRM .from full responsibility
therefore. The finalized schedule of Shop Drawing submissions must be
acceptable to Projects Manager as providing a workable arrangement for
processing the submissions. The finalized Schedule of Values pursuant to
Subsection 2.04.01.03 above must be acceptable to Project Manager as to form
and substance.
2.05 The DESIGN/BUILD FIRM agrees that the Work shall be performed in a good
and professional manner, free from defects in Materials and workmanship, conflicts, and
that all Materials shall be new and approved by and acceptable to the Project Manager
and Contract Administrator, except as otherwise expressly provided for in the Contract
Documents. The DESIGNIBUILD FIRM shall cause all Materials and other parts of the
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Work to be readily available as and when required or needed for or in connection with
the construction, furnishing and equipping of the Project improvements.
ARTICLE 3 INTENTION OF AGREEMENT
It is the intent of the Agreement and the Design Criteria Package to describe a
functionally complete Project to be designed and constructed by the DESIGN/BUILD
FIRM in accordance with the Contract Documents and within the Guaranteed Maximum
Price. Any Work, Materials, services or equipment that may reasonably be inferred
from the Contract Documents, as_being required to produce the intended result will be
supplied 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 Applicable
Laws including,. without limitation, reference,to standard specifications, manuals or
codes of any technical society, organization or association, or to laws or regulations of
any governmental authority, whether such reference be specific or by implication, shall
mean the standard specification, manual, code, laws or regulations in effect at the time
of issuance of all applicable permits. Applicable Laws that may be changed after a
permit is issued may result in additional compensation should additional Work or
services be required on behalf of the DESIGN/BUILD FIRM.
ARTICLE 4 CONTRACT DOCUMENTS
4.01 The Contract Documents shall be followed as to Work, Materials, and
dimensions except when the Contract Administrator may authorize, in his/her sole
discretion, and in writing, an exception.
4.02 Dimensions given in figures are to hold preference over scaled measurements
from the drawings; however, all discrepancies shall be decided upon by the Consultant,
with concurrent written notice to . Contract Administrator and Project Manager.
DESIGN/BUILD FIRM shall not proceed when in doubt as to any dimension or
measurement but shall seek clarification from the Consultant, with concurrent written
notice to Contract Administrator and Project Manager.
4.03 DESIGN/BUILD FIRM shall maintain four (4) copies of the Contract Documents;
two (2) of which shall be preserved and always kept accessible at the site for the
Contract Administrator, Project Manager, and/or their authorized representatives.
4.04 This Contract incorporates by reference the Contract Documents defined in
Subsection.1.12. The following documents listed in Subsection 1.12 have the following
order of precedence, beginning with the most important:
1. This Agreement (Contract) and all exhibits, addendums, and amendments
thereto;
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2. Change Orders (to the extent permitted under this Agreement);
3. The Specifications (approved and permitted);
4. The Plans (approved and permitted);
5. The DCP;
6. CPM Project Schedule and Schedule of Values.
ARTICLE 5 SCOPE OF WORK
5.01 DESIGN/BUILD FIRM hereby agrees to complete the Project generally described
by the Design Criteria Package, including furnishing all preliminary study designs,
drawings and specifications, job site inspection, administration of construction,
engineering, architecture, landscape architecture, and land surveying services, labor,
materials, equipment and other services necessary to perform all of the Work described
in the Contract Documents, to be prepared by the DESIGN/BUILD FIRM, including
drawings and addenda thereto for the construction of the Project, to be constructed in
accordance with the requirements and provisions of said Contract Documents and
within the Guaranteed Maximum Price.
5.02 DESIGN/BUILD FIRM agrees to meet with Contract Administrator and/or Project
Manager or their designees at reasonable times and with reasonable notice.
5.03 Prior to the Final Completion of construction services under this Agreement, and
as a condition precedent to final payment, there shall be established a record set of
Plans and Specifications, on reproducible vellum and on CD Rom, noncompressed,
formatted in the latest version of AutoCAD, which shall bear the approvals of
DESIGN/BUILD FIRM and Contract Administrator. Such approval shall be indicated by
the written signature of both parties. In addition, prior to the commencement of
construction services under this Agreement, DESIGN/BUILD FIRM shall submit to the
Contract. Administrator a CPM Project "Base Line" Schedule, and such other items as
required in Subsection 2.04.03, for the planning and execution of the Construction
Phase of the Project, for prior written approval by Project Manager.
5.04 DESIGN/BUILD FIRM herein represents that Construction Manager, at a
minimum, will provide the following services:
5.04.01 At least thirty (30) days prior to the commencement of the
Construction Phase of the Project, the DESIGN/BUILD FIRM will identify and
provide the qualifications of a suitably qualified and experienced Construction
Manager who will be full time, on site at the Project.
5.04.02 DESIGN/BUILD FIRM will use reasonable efforts to have the same
Construction Manager on the Project full time to its conclusion, and any new
representative will first be approved in writing by Contract Administrator before
permanent assignment. Approval shall not be unreasonably withheld.
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5.04.03 The Construction Manager will conduct weekly on-site meetings
with the Contractor and its Subcontractors at regular times, as previously agreed
upon and approved by the Project Manger, and shall issue weekly reports on the
progress of the Work and the minutes of the previous meeting.
5.04.04 Construction Manager will administer the Contractor's Work.
5.04.05 The Construction Manager shall maintain and monitor the CPM
Project Schedule, subject to Project Manager's prior written approval, and
implement updates as required.
5.04.06 The Construction Manager shall coordinate the processing of shop
drawings and material submittals.
5.04.07 The Construction Manager will endeavor to achieve satisfactory
performance by Contractor and, if required, will require corrections- to
Contractor's Work including, but not limited to, maintaining punch lists and
observing testing.
5.04.08 The Construction Manager will monitor the cost of the Project,
including payment applications and the preparation thereof.
5.04.09 The Construction Manager will assist in the preparation of record
drawings, and shall transmit to the Consultant requests for additional information
concerning the design. In addition, the Project Manager shall be copied on these
requests for monitoring purposes.
5.04.10 The Construction Manager will observe testing and start-up
activities of machinery and utilities.
5.04.11 The Construction Manager will secure all equipment brochures and
warranties from the Contractor.
5.04.12 The Construction Manager will coordinate the correction and
completion of the Work including that regdired by the punch list.
5.05 DESIGN/BUILD FIRM herein represents that Consultant, at a minimum, will
provide the following services:
5.05.01 Consultant shall perform all of the architectural and engineering
services necessary to describe, detail and. design the Project in accordance with
the Contract Documents.
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5.05.02 Consultant shall design the Project so as to comply with Applicable
Laws.
5.05.03 Consultant shall prepare the Plans and Specifications, as well as
obtain all required and necessary reviews and approvals (or take other
appropriate action upon) for same, and/or other submittals including, but not
limited to, shop drawings, product data, and samples.
Consultant shall also submit the Plans and Specifications to the Design Criteria
-Professional, with a copy to Contract Administrator, for his/her review and written
approval. Design Criteria Professional' shall expeditiously review and approve
the Plans and Specifications in accordance with the accepted Project Schedule.
Design Criteria Professional's approval of the Plans and Specifications shall not
constitute acceptance of any design work which does not comply with Applicable
Laws, the Design Criteria Package, and/or with the terms of this Contract.
Except as provided in, and to the extent limited by, the preceding sentence, the
approval of the Plans and Specifications by the Design Criteria Professional,
shall constitute a representation by the Design Criteria Professional that the
Project, if constructed as required by the Contract Documents, will be sufficient
for its purposes. The Plans and Specifications shall include technical drawings,
schedules, diagrams, and specifications setting forth in detail the requirements
for construction of the Project; provide information necessary for the use of
Contractor, Subcontractors, and those in the building trade; and include
documents necessary for regulatory agency and other governmental approvals.
5.05.04 Consultant shall prepare construction change directives, if
necessary, at no additional cost to CITY, and authorize minor changes in the
Work, as provided in the Contract Documents.
5.05.05 Consultant shall receive and review for compliance with the
Contract Documents all written warranties and related documents required
hereby to be assembled upon Substantial Completion and issue Applications for
Payment performed in compliance with the requirements of the Contract
Documents;
5.05.06 The 'approved and permitted Plans and Specifications, shall
constitute a representation by Consultant to CITY that the Project, if constructed
as required by the Contract Documents, will be sufficient for its purposes. The
Plans and Specifications shall include technical drawings, schedules, diagrams,
and specifications setting forth in detail the requirements for construction of the
Project; provide information necessary for the use of Contractor, Subcontractors,
and those in the building trade; and include documents necessary for regulatory
agency and other governmental approvals.
5.06 Project Manager will provide the following services:
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5.06.01 The Project Manager shall review Applications for Payment and
coordinate the processing thereof with the CITY.
5.06.02 The Project Manager shall monitor the schedule(s).
5.06.03 The Project Manager shall track, log and review all required Project
related documents and subsequently address any and all concerns with DESIGN
/ BUILD FIRM.
5.06.04 The Project Manager shall review and observe the Work and
Y testing thereof for general conformance and compliance with the intent-of the
Design Criteria Package.
5.06.05 The Project Manager shall attend all required meetings and
maintain and distribute meeting minutes, with the exception of weekly
construction progress meetings as noted in 5.04.03.
5.06.06 At all times the Project Manager will act as liaison between the
parties to this Agreement, and Contract Administrator.
ARTICLE 6 COMPLETION DATE
6.01 Time is of the essence for the DESIGN/BUILD FIRM'S performance of the Work
pursuant to this Contract. The DESIGN/BUILD FIRM agrees to complete the Work in
accordance with the accepted CPM Project Schedule and to achieve Substantial
Completion of the Work, in accordance with this Contract, and within the Contract Time.
DESIGN/BUILD FIRM acknowledges that failure to achieve Substantial Completion will
result in substantial damages to the CITY,. such as loss of beneficial use and/or
occupancy of the Project. Completion of the Work shall-be achieved no later than sixty
(60) calendar days after issuance of a Certificate of"Substantial Completion by the
Contract Administrator.
6.02 DESIGN/BUILD FIRM shall- be instructed to commence the Work by written
instructions in the form of a Purchase Order issued by the CITY's Procurement Director,
and Notices-to-Proceed issued by the Contract Administrator. As contemplated in
subsection 6.02.01 hereof, the City's intent is to issue multiple Notices-to-Proceed for
' this Contract. DESIGN/BUILD FIRM shall commence scheduling activities, permit
applications, and other preconstruction work within five (5) calendar days after the
Project Initiation Date, which shall be the same as the date of the first Notice-to-
Proceed. The first Notice-to-Proceed and Purchase Order will not be issued until
DESIGN/BUILD FIRM'S submission to CITY of all required documents and after
execution of the Contract by both parties.
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s
{
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6.02.01 The CITY may issue phased Notices to Proceed with the construction phase i
based on the receipt of permits from the respective regulatory agencies. The receipt of
ail necessary permits by DESIGN/BUILD FIRM and review, approval, and acceptance I
I
of the CPM Project Schedule by CITY, in accordance with the technical specifications,
submittal schedule, and Schedule of Values, is a condition precedent to the issuance of
such subsequent Notices-to-Proceed to mobilize on the Project site and commence with
physical construction Work. DESIGN/BUILD FIRM shall bear the responsibility for all
re-work, including design and permitting costs, should the respective requlatory
agencies require. Contractor shall submit all necessary documents required by this
provision within twenty-one (21) calendar days of the issuance of the first Notice-to-
Proceed.
6.03 Time is of the essence throughout this Contract. The Work shall be substantially
completed within four hundred twenty(420) calendar days from the date specified in the
first issuance of a second Notice-to-Proceed (if phased), and completed and ready for
final payment in accordance with Article 8, within sixty (60) calendar days from the date
certified by Contract Administrator as the date of Substantial Completion.
6.04 Upon failure of DESIGN/BUILD FIRM to substantially complete the entire
Contract within the total specified period of time, plus approved time extensions,
DESIGN/BUILD FIRM shall pay to CITY the sum of One Thousand Four Hundred and
00/100 Dollars ($ 1,400.00) for each calendar day after the time specified in Article 6
(plus any approved time extensions) for Substantial Completion on the entire Project.
After Substantial Completion, should DESIGN/BUILD FIRM fail to complete the
remaining Work within ten (10) calendar days after said sixty (60) calendar day period
for completion and readiness for final payment, DESIGN/BUILD FIRM shall pay to CITY
the sum of One Thousand Four Hundred and 00/100 Dollars ($ 1,400.00) for each
calendar day after said ten (10) calendar day period, for completion and readiness for
final payment. The time frame for liquidated damages shall not commence and thus
shall not be tolled until the Contract Administrator submits the punch list to the
DESIGN/BUILD FIRM. These amounts are not penalties but are liquidated damages to
CITY for its inability to obtain full beneficial occupancy and/or use of the Project.
Liquidated damages are hereby fixed and agreed upon between tm- parties, recognizing
the impossibility of precisely ascertaining the amount of damages that will be sustained
by CITY as a consequence of such delay, and both parties desiring to obviate any
question of dispute concerning the amount of said damages and the cost and effect of
the failure of DESIGN/BUILD FIRM to complete the Contract on time.
6.05 CITY is authorized to deduct liquidated damages from monies withheld due to
DESIGN/BUILD FIRM for the Work under this Contract or as much thereof as CITY
may, in its sole discretion, deem just and reasonable. The CITY shall first deduct the
liquidated damages from the monies referenced in Subsection 8.02.
16
6.06 DESIGN/BUILD FIRM shall be responsible for reimbursing CITY, in addition to
liquidated damages, for all costs incurred by Project Manager in administering the
construction of the Project beyond the completion date specified above. All such costs
shall be deducted from the monies due DESIGN/BUILD FIRM for performance of Work
under this Contract by means of unilateral credit Change Orders issued by CITY as
costs are incurred by Project Manager and agreed to by Contract Administrator.
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i
ARTICLE 7 DESIGN/BUILD FIRM'S RESPONSIBILITY
7.01 The parties acknowledge and agree that the DESIGN/BUILD FIRM will be
responsible for the design, construction and construction management of the remaining
portions of the water main, storm water collection/ disposal, irrigation, landscape,
hardscape, electrical, lighting, curb/gutter, sidewalk, road reconstruction and asphalt
milling/ resurfacing scope of work of the Neighborhood
Right-of-Way Improvements Project The Project limits shall consist of the
neighborhoods. The DCP has been prepared by the Design
Criteria Professional and includes (or references therein as the case may ,be)
conceptual construction drawings and technical specifications for the civil engineering,
electrical engineering, architectural and landscape architectural disciplines. The
DESIGN/BUILD FIRM shall obtain all necessary permits for the construction of the
Project including but not limited to the following: Miami-Dade Department of Health,
Miami-Dade Department of Environmental Resources Management, Florida Department
of Environmental Protection, South Florida Water Management District, Army Corps of
Engineers, and the CITY's regulatory departments (ie. Public Works, Fire, Building,
etc.). Remaining design elements include but are not limited to: the '
revision/incorporation of the CITY's ' technical specifications (latest edition);
modifications to the water, stormwater, electrical, irrigation, landscape, paving and
grading improvements along Stillwater Drive; revision/modifications to the entire
stormwater collection, disposal, and pump system; and associated plan revisions
required to accommodate the aforementioned design revision/modifications.
7.02 DESIGN/BUILD FIRM shall be fully responsible for applying for and securing all
permits and approvals from all governmental authorities having jurisdiction over the
Project. All permits and licenses required by federal, state or local laws, rules and
regulations necessary for the prosecution of the Project by DESIGNIBUILD FIRM
pursuant to this Agreement shall be secured and paid for by DESIGN/BUILD FIRM. It is
DESIGN/BUILD FIRM'S responsibility to have and maintain appropriate certificate(s) of
competency, valid for the Work to be performed and for all persons working on the
Project for whom a certificate of competency etenc is required.
7.03 DESIGN/BUILD FIRM shall be fully responsible for the actions of all its agents,
servants, employees including, but not limited to: the Contractor, Consultant,
Subcontractors, Subconsultants, sub-Subcontractors, sub-Subconsultants, material
persons (pursuant to Chapter 713, Florida Statutes), and any and all other persons
working for it in conjunction with the design and construction of the Project.
7.04 DESIGN/BUILD FIRM shall be fully responsible for all acts or omissions of its
Contractor, Consultant, Subcontractors, Subconsultants, sub-Subcontractors, sub-
Subconsultants, material persons, and any and all other persons working for
DESIGN/BUILD FIRM in conjunction with the design and construction of the Project;
any and all persons working for Contractor, Consultant, Subcontractors or
Subconsultant; and any and all persons for whose acts any of the aforestated may be
18
liable, to the same extent DESIGN/BUILD FIRM is responsible for the acts and
omissions of persons directly employed by DESIGN/BUILD FIRM. Nothing in this
Agreement shall create any contractual relationship between CITY and Consultant, or
CITY and any Subcontractor, Subconsultant, sub-Subcontractor, sub-Subconsultant, or
any other person working either for DESIGN/BUILD FIRM or for any of the aforestated
parties in conjunction with the design and construction of the Project; including, without
limitation, any obligation on the part of CITY to pay or to see to the payment of any
monies due to any of the aforestated parties.
7.05 DESIGN/BUILD FIRM agrees to bind its Consultant, Subcontractors, and
Subconsultants to the applicable terms and conditions of this Agreement for the benefit
of CITY.
7.06 Unless otherwise provided herein, DESIGN/BUILD FIRM shall provide and pay
for all architecture, engineering, landscape architecture, land surveying services,
Materials, labor, water, tools, equipment, light, power, transportation and other facilities
and services necessary for the proper execution and completion of the design and
construction of the Project, whether temporary or permanent, and whether or not
incorporated or to be incorporated in the Project.
7.07 DESIGN/BUILD FIRM shall at all times enforce strict discipline and good order
among its employees, Consultants, Subcontractors and Subconsultants at the Project
site, and shall not employ on the Project any unfit person or anyone not skilled in the
work and/or services assigned to him or her.
7.08 DESIGN/BUILD FIRM shall maintain suitable and sufficient security, as may be
reasonably determined necessary by Contract Administrator.
7.09 DESIGN/BUILD FIRM shall keep itself fully informed of, and shall take into
account and comply with any and all Applicable Laws affecting those engaged or
employed in the Project; or the Materials used or employed in the design and
construction of the Project; or in any way affecting the conduct of the Project; including,
without limitation, all such orders and decrees of bodies or tribunals having any
jurisdiction or authority over the same and of all provisions required by law to be made a
part of this Agreement, all of which provisions are hereby incorporated by reference and
s made a part hereof. If any specification or contract for this Project is in violation of any
such Applicable Laws, DESIGN/BUILD FIRM shall forthwith report the same to the
Contract Administrator in writing. DESIGN/BUILD FIRM shall cause all its employees,
agents, Consultant, Subcontractors, Subconsultants, and sub-Subcontractors to
observe and comply with all Applicable Laws.
7.10 In the event of a change after the issuance of any applicable permit for the
Project in any Applicable Law which in any manner affects the Project, DESIGN/BUILD
FIRM shall advise the Contract Administrator, in writing, and the Contract Administrator
may initiate a Changer Order request to the DESIGN/BUILD FIRM and process a
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Change Order, the purpose of which shall be to bring the Project into compliance with
such Applicable Law, as amended or enacted.
7.11 DESIGN/BUILD FIRM shall pay all applicable sales, consumer, use and other
taxes required by law. DESIGN/BUILD FIRM is responsible for reviewing the pertinent
State statutes involving State taxes and complying with all requirements.
7.12 CITY shall have the right to inspect and copy, at CITY'S expense, the books and
records and accounts of the DESIGN BUILD/FIRM which directly relate to the Project,
and to any claim for additional compensation made by the DESIGN BUILD/FIRM, and to
conduct an audit of the financial. and accounting records of the DESIGN BUILD/FIRM
which relate to the Project and to any claim for additional compensation made by the
DESIGN BUILD/FIRM..DESIGN BUILD/FIRM shall retain and make available to CITY
all such books and records and accounts or portions thereof, 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, the DESIGN BUILD/FIRM shall provide CITY access to
its books and records subject to this section upon three (3) business day's written
notice.
7.13 The DESIGN/BUILD FIRM shall perform the Work and complete the Project
within the Guaranteed Maximum Price , in accordance with the Contract Documents,
and shall achieve Substantial Completion of the Work within the Contract Time.
Completion of the Work shall be achieved no later than sixty (60) calendar days after
issuance of a Certificate of Substantial Completion, as referenced by Article 6 of the
Contract.
7.14 DESIGN/BUILD FIRM shall furnish efficient business administration,
coordination, management and supervision of the Work and services required to
er and the Contract
cooperate with the Project Manager complete the Project, and shall p 9
Administrator, and their respective representatives, in furthering the interests of CITY in
the expeditious completion of the Project at the lowest cost to CITY, consistent with the
requirements of the Contract Documents and prudent and customary construction
practices.
7.14.01 The DESIGN/BUILD FIRM shall perform the Work, and shall cause
Contractor and Subcontractors to perform the Work, in strict accordance with all
Applicable Laws. By signing this Agreement, the DESIGN/BUILD FIRM
represents and warrants that it is familiar with all Applicable Laws that govern the
Work.
7.14.02 If DESIGN/BUILD FIRM has knowledge that the Contract
Documents do not comply with Applicable Laws, in any respect, the
DESIGN/BUILD FIRM shall promptly notify the Project Manager, in writing, and
any necessary changes shall be adjusted by appropriate revisions. If the
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DESIGN/BUILD FIRM performs any Work not in accordance with Applicable
Laws, and without such notice to the Project Manager, the DESIGN/BUILD FIRM
shall assume full responsibility therefore, and shall bear all costs attributable
thereto.
7.14.03 In the event that Work is deemed by competent authority not to
comply with Applicable Laws, the DESIGN/BUILD FIRM shall bring such Work
into compliance with such Applicable Laws. If an Applicable Law(s) is enacted
after the issuance of an applicable permit for the Project, and the DESIGN/BUILD
FIRM had no reasonable prior knowledge of such a change to the Applicable
Law(s), such change shall be considered an unforeseeable and unavoidable
cost, and the CITY shall approve a Change Order to bring such Work into
compliance with such Applicable Law(s). New interpretations of existing
Applicable Laws shall not be considered an unforeseeable and unavoidable cost.
7.15 The DESIGN/BUILD FIRM warrants to CITY that it has thoroughly reviewed and
studied the Design Criteria Package, and has determined that it is in conformance with
Applicable Laws, and is complete and sufficiently coordinated to perform the Work
within the Guaranteed Maximum Price and the Contract Time. DESIGN/BUILD FIRM
warrants to CITY that the Design Criteria Package is consistent, practical, feasible and
constructible. DESIGN/BUILD FIRM further warrants to CITY that the Work described
in the Design Criteria Package is constructible within the Guaranteed Maximum
Priceand the Contract Time.
THE CITY DISCLAIMS ANY WARRANTY THAT THE DESIGN CRITERIA PACKAGE,
FOR THE PROJECT IS ACCURATE, PRACTICAL, CONSISTENT, AND / OR
CONSTRUCTIBLE.
7.16 The DESIGN/BUILD FIRM accepts the Project site in its observable and/or
documented condition existing at the time of this Agreement, or conditions ordinarily
encountered and generally recognized as inherent to the character of the Work to be
provided for in this Project. By signing this Contract, the DESIGN/BUILD FIRM
represents to the CITY that it has: (a)visited the Project site to become familiar with the
conditions under which the Work is to be performed; (b) become familiar with all
information provided (without warranty) by the CITY pertaining to the Project site; and
(c) correlated its observations with the information furnished by the CITY (without
warranty), and the Contract Documents. The DESIGN/BUILD FIRM hereby waives
additional time or compensation for additional work made necessary by observable
and/or documented conditions existing at the Project site, or conditions ordinarily
encountered and generally recognized as inherent to the character of the Work to be
provided for in this Project.
7.17 The DESIGN/BUILD FIRM agrees, specifically that no Change Orders shall be
required by the DESIGN/BUILD FIRM or considered by the City for reasons involving
conflicts in the Contract Documents; questions of clarity with regard to the Contract
21
Documents; and incompatibility or conflicts between the Contract Documents and the
existing Project site conditions including, without limitation, utilities and unforeseen
underground conditions. The DESIGN/BUILD FIRM acknowledges that it has
ascertained all correct locations for points of connection for all utilities required for this
Project.
7.18 The DESIGN/BUILD FIRM shall, as may be required for the proper execution
and completion of the Work, secure all necessary permits and revisions thereto, fees,
and licenses, as required by Applicable Laws to complete the Project including, but not
limited to, all necessary utility connection permits and fees.
7.19 The-DESIGN/BUILD FIRM shall comply with all conditions of any permits issued
by government authorities.
ARTICLE 8 THE CONTRACT PRICE (GUARANTEED MAXIMUM PRICE
AND METHOD OF PAYMENT
8.01 The Contract Price is the Guaranteed Maximum Price Amount agreed to by the
DESIGN/BUILD FIRM and CITY under this Contract, payable to complete the Work in
accordance with the Agreement and Design Criteria Package, and, to the extent
permitted by this Agreement, as may be increased or decreased by Change Order.
8.01.01 The Contract Price for the Project, which is also the Guaranteed
Maximum Price, is $ as is specifically defined and delineated in
Attachment I to this Contract, which is attached and incorporated hereto.
8.01.02 In the event that the DESIGNIBUILD FIRM'S total approved
expenditures for the Project exceed the Guaranteed Maximum Price, the
DESIGNIBUILD FIRM shall pay such excess from its own funds. CITY shall
not be required to pay any amount that exceeds the Guaranteed Maximum
Price and the DESIGNIBUILD FIRM shall have no claim against the CITY on
account thereof.
8.02 METHOD OF BILLING AND PAYMENT
I
8.02.01 During the Construction Documents Phase, DESIGNIBUILD FIRM
may submit a request for payment monthly based upon percentage of completion
of the (final construction) Plans and Specification. During the Construction
Phase, DESIGN/BUILD FIRM may submit a request for payment thirty (30)
calendar days after beginning field operations, subject to the second Notice-to-
Proceed, and every thirty (30) calendar days thereafter. Payment during the
Construction Phase will be based upon percentage of work completed for each
item in the approved Schedule of Values. DESIGN/BUILD FIRM's requisition for
payment shall show a complete breakdown of the Project components and the
22
amount due, together with such supporting evidence, as may be required by the
Contract Administrator. At a minimum, the requisition for payment shall be
accompanied by a completed certification of Work; consent of surety in the
applicable amount; list of Subcontractors that performed Work during the
payment application period being submitted; releases of liens from the Contractor
for the previous period being billed; releases of liens from Subcontractors that
have performed Work during the previous billing period unless payment for the
previous period has not been received by the DESIGN/BUILD FIRM affidavit of
store materials; aerials and photographs of the areas of Work-for the applicable
billing period; an accepted, updated CPM Project Schedule (as approved); and
back up for all items being billed. The certification of Work will mean compliance
by DESIGN/BUILD FIRM with the approved CPM Project Schedule; that as-built
drawings of improvements are current for the prior period; and Applicable Laws
are being met and complied with. Each requisition for payment shall be submitted
in triplicate to the Project Manager for approval. Payment for Work performed will
be made within the statutory provisions of the Local Government Prompt
Payment Act as amended in section 218.735 and 218.74, Florida Statutes, but
not more frequently than once a month (i.e. every thirty (30] days). The Contract
Administrator shall verify completion of the various phases, as noted, and
authorize payment accordingly. Should the Project fall behind schedule as
indicated in the CPM Project Schedule, DESIGN/BUILD FIRM shall include a
written plan demonstrating how the Final Completion date shall be maintained.
8.02.02 CITY agrees that it will pay DESIGN/BUILD FIRM within the
statutory provisions of the Local Government Prompt Payment Act as amended
in section 218.735 and 218.74, Florida Statutes. thiFty (30) E;a!eF;daF days of
above.
8.02.03 °
shall be Fetained by CITY until the PFGjeGt h-as obtained Final
wnmments Phase a and apprnyal by CITY of the l eFk peFfbFmed w ndeF c�in{z
r
phase,
Phase. After ninety peFGent (50%) of theGGR6tFUGtiORPhase of the PFejeGt h
o '
aGE;Fue to the benefit ef CITY—.
8.02.04 Undisputed amounts remaining unpaid'thirty (30) calendar days
after CITY's receipt of DESIGN/BUILD FIRM's proper requisition for payment for
conforming Work shall bear interest at the rate set forth in Section 218.74 (4),
23
Florida Statutes. This section shall not apply if the CITY has a right to withhold
any portion of the payment under this Agreement.
8.03 Upon receipt of written notice from DESIGN/BUILD FIRM that the Project is
ready for final inspection and acceptance, the Contract Administrator shall, within ten
(10) calendar days, make an inspection thereof. If the Contract Administrator finds the
Project acceptable under the Contract Documents and the Project fully performed, a
Final Certificate of Payment shall be issued by the Contract Administrator, over his/her
own signature, stating that the Work required by this Agreement has been completed
and is accepted under the terms and conditions thereof.
8.04 Before issuance of the Final Certificate for Payment, DESIGN/BUILD FIRM shall
deliver to the Contract Administrator a complete release of all liens arising out of this
Agreement, or receipts in full in lieu thereof, and an affidavit certifying that all suppliers,
Consultant, Subcontractors, and Subconsultants have been paid in full, and that all
other indebtedness connected with the Project has been. paid, and a consent of the
surety to final payment. All as-builts, warranties, guarantees, operational manuals, and
instructions.in operation must be delivered to CITY at this time. Contractor shall submit
a completed as-built drawings package (two (2) full-size (24"x36") and two (2) half-size
(11"x17"), to-scale, hard reproducible copies and two (2) CD Rom non-compressed
formatted in the latest version of AutoCAD), signed and sealed by a land surveyor
registered in the State of Florida and as approved by the CITY's Public Works
Department, and proof that all permits have been closed; which shall be delivered prior
to requesting final payment. A Certificate of Occupancy, and/or Certificate of
Completion (CC), will be obtained prior to final payment being made, if required.-
8.05 CITY may withhold final payment or any progress payment to such extent as may
be necessary on account of:
8.05.01 Defective Work not remedied.
8.05.02 Claims filed or written notices of nonpayment indicating probable
filing of claims as may be prescribed by law by other parties against
DESIGN/BUILD FIRM.
8.05.03 Failure of DESIGN/BUILD FIRM to make payments properly to
Consultant, Subcontractors or Subconsultants, or for material or labor.
8.05.04 Damage to another Subcontractor, Subconsultant, supplier,
material person (as provided for in F.S. 713), party, or person not remedied
which are attributable to DESIGN/BUILD FIRM, its agents, servants, employees,
Contractor, Consultant, Subconsultants, Subcontractors, sub-Subcontractors,
sub-Subconsultants, material person and suppliers.
8.05.05 Liquidated damages pursuant to Article 6 hereof.
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1
8.05.06 As-built drawings not being in a current and acceptable state.
8.05.07 The DESIGN/BUILD FIRM warrants to the CITY that all materials
and equipment furnished under this Agreement will be new unless otherwise
specified, and that all Work will be of good quality and in conformance with the
Contract Documents. All Work not conforming to these requirements, including
substitutions not properly approved and authorized by Contract Administrator,
may be considered defective. If required by the CITY, the DESIGN/BUILD FIRM
shall furnish satisfactory evidence as to the origin, nature and quality of materials
and equipment used for the Project. DESIGN/BUILD FIRM shall properly store
and protect all construction materials. Materials which become defective through
improper storage shall be replaced with new materials at no additional costs. The
DESIGN/BUILD FIRM's warranty excludes remedy for damage or defect caused
by abuse, modifications not executed by the DESIGN/BUILD FIRM, improper or
insufficient maintenance, improper operation, or normal wear and tear under
normal usage.
When the above grounds are removed or resolved, or DESIGN/BUILD FIRM
provides a surety bond or a consent of surety satisfactory to CITY which will
protect CITY in the amount withheld, payment may be made in whole or in part,
as applicable.
8.06 , If, after the Project has been substantially completed, full completion thereof is
delayed through no fault of DESIGN/BUILD FIRM, or by issuance of Change Orders
affecting final completion; and the Contract Administrator so certifies, CITY shall, upon
certification of the Contract Administrator, and without terminating the Contract, make
payment of the balance due for that portion of the Project fully completed and accepted.
Such payment shall be made as required by law under the terms and conditions
governing final payment, except that it shall not constitute a waiver of claims.
8.07 The making and acceptance of the final payment shall constitute a waiver of all
claims by CITY, other than those arising from faulty or defective Work, failure of the
Project to comply with requirements of the Contract Documents, or terms of any
warranties required by the Contract Documents. It shall also constitute a waiver of all
clairrfs by DESIGN/BUILD FIRM, except those previously made in writing and identified i
by DESIGN/BUILD.FIRM as unsettled at the time of the final application for payment.
8.08 If the Contract Administrator, in its reasonable judgment, determines that the
portion of the Guaranteed Maximum Price then remaining unpaid will not be sufficient to
complete the Work in accordance with the Contract Documents,'no additional payments
will be due to the DESIGN/BUILD FIRM hereunder unless and until the DESIGN BUILD
FIRM, at its sole cost, performs a sufficient portion of the Work so that such portion of
the Guaranteed Maximum Price then remaining unpaid is determined by the Contract
Administrator to be sufficient to so complete the Work.
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8.09 DESIGN/BUILD FIRM shall remain liable for Subcontractors' Work and for any
unpaid laborers, material suppliers or Subcontractors in the event it is later discovered
that said Work is deficient or that any Subcontractors, laborers, or material suppliers did
not receive payments due to them on the Project.
8.10 The DESIGN/BUILD FIRM shall use the sums advanced to it solely for the
purpose of performance of the Work and the construction, furnishing and equipping of
the Work in accordance with the Contract Documents and payment of bills incurred by
the DESIGN/BUILD FIRM in performance of the Work.
8.11 Payment will be made to DESIGN/BUILD FIRM at:
ARTICLE 9 ADDITIONAL SERVICES AND CHANGES IN SCOPE OF WORK
Without invalidating the Agreement and without notice to any surety, CITY reserves and
shall have the right to make such changes from time to time in the character or quantity
of the Work as may be considered necessary or desirable to complete fully and
acceptably the Project in a satisfactory manner. Any extra or additional work within the
scope of this Project may be accomplished by means of appropriate Field Orders,
and/or fully executed and approved Change Orders.
ARTICLE 10 CITY'S RESPONSIBILITIES
10.01 CITY shall assist DESIGN/BUILD FIRM by placing at its disposal any available
information pertinent to the Project including previous reports, laboratory tests and
inspections of samples, materials and equipment; property, boundary, easement, rights-
of-way, topographic and utility surveys; property descriptions; and known zoning, deed
and other land use restrictions.
10.02 CITY shall arrange for access to and make all provisions for DESIGN/BUILD
FIRM to enter upon public property as required for DESIGNIBUILD FIRM to perform its
services.
ARTICLE 11 RESOLUTION OF DISPUTES
11.01 To attempt to prevent all disputes and litigation, it is agreed by the parties hereto
that Contract Administrator shall first decide all questions, claims, difficulties and
26
disputes of whatever nature which may arise relative to the Contract Documents and
fulfillment of this Agreement 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 Contract Administrator's estimates and decisions upon
all claims, questions, difficulties and disputes shall be final and binding to the extent
provided in Section 11.02. Any claim, question, difficulty or dispute which cannot be
resolved by mutual agreement of CITY and DESIGN/BUILD FIRM shall be submitted to .
Contract Administrator, in writing, within twenty-one (21) calendar days of the discovery
of the occurrence. Unless a different period of time is set forth herein, Contract
Administrator shall notify DESIGN/BUILD FIRM in writing of the decision within twenty-
one (21) calendar days from the date of the submission of the claim, question, difficulty
or dispute, unless Contract Administrator requires additional time to gather information
or allow the. parties to provide additional information. All nontechnical 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,
DESIGN/BUILD FIRM and CITY shall act in good faith to mitigate any potential
damages, including utilization of construction schedule changes and alternate means of
construction.
11.02 In the event the determination of a dispute under this Article is unacceptable to
either party hereto, the party objecting to the Contract Administrator's determination
must notify the other party in writing within ten (10) calendar 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 or Contract Time. 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) calendar 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 avoid 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
r State law. A art objecting to a determination specifically waives all of its rights
under party ) g
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.
11.03 Pending final resolution of a claim, including mediation, unless otherwise agreed
in writing by the CITY, DESIGN/BUILD FIRM Shall proceed diligently with performance
of the Contract and the CITY shall continue to make payments in accordance with the
Contract Documents.
11.04 Any mediator used shall be certified in accordance with State of Florida law.
Mediation will be conducted in Miami-Dade County.
ARTICLE 12 SUBCONTRACT REQUIREMENTS
12.01 [Intentionally omitted]
27
12.02 [Intentionally omitted]12.03 [Intentionally omitted]12.04 [Intentionally omitted]
12.05 All Subcontracts shall require the following:
12.05.01
That the Subcontractor's exclusive remedy for delays in the.performance of the
contract caused by events beyond its control, including delays claimed to be
caused by the CITY or Consultant or attributable to the CITY or Consultant and
including claims based on breach of contract or negligence, shall be an extension
of its Contract Time.
12.05.02 In the event of a change in the Work, the Subcontractor's claim for
adjustments in the contract sum are limited exclusively to its actual costs for such
changes plus no more than 7% for overhead and profit and bond costs.
1.2.05.03 Each subcontract shall require the Subcontractor to expressly
agree that the foregoing constitute the sole and exclusive remedies for delays
and changes in the Work and thus eliminate any other remedies for claim for
increase in the Contract Price, damages, losses, or additional compensation.
12.05.04 Each subcontract shall require that any claims by Subcontractor for
delay or additional cost must be submitted to DESIGN/BUILD FIRM within the
time and in the manner in which the DESIGN/BUILD FIRM must submit such
claims to the CITY, and that failure to comply with the conditions for giving notice
and submitting claims shall result in the waiver of such claims.
12.05.05 Each subcontract shall include a provision stating that the
subcontract is assignable to the CITY in the event of a termination of all or part of
the Contract. Said assignment shall be at the sole option and discretion of the
CITY and, if agreed to by CITY shall be upon the same terms and conditions as
the original subcontract, unless otherwise mutually negotiated by CITY and
Subcontractor.
12.05.06 The DESIGN/BUILD FIRM shall be solely responsible to the CITY for
the acts and omissions of its employees and agents and its Contractor,
Consultant, Subcontractors, Subconsultants, and their agents and employees,
and all other persons performing any of the work or services or supplying
materials under a contract to the DESIGN/BUILD FIRM.
12.05.07 The DESIGN/BUILD FIRM shall provide the Project Manager with a
copy of each subcontract, including the general supplementary conditions.
ARTICLE 13 IThis Article left intentionally blankl
28
ARTICLE 14 [This Article left intentionally blankl
[INTENTIONALLY OMITTED]
ARTICLE 16 INSPECTION OF PROJECT
16.01 The CITY, Contract Administrator, and their authorized representatives, shall
have access to the Project at all times and DESIGN/BUILD FIRM shall provide proper
facilities for such access. Such access shall be in accordance with the reasonable rules
of the DESIGN/BUILD FIRM.
16.01.01 Should the Contract Documents, any Applicable Laws, or any
public authority require any Work for the Project to be specially tested or
approved, DESIGN/BUILD FIRM shall give to the Contract Administrator timely
notice of readiness of the Work for inspection. 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. Inspections shall be made promptly, and, where
practicable, at the source of supply. Within ,a reasonable time from execution of
this Agreement, CITY shall provide DESIGN/BUILD FIRM with a letter(or e-mail)
listing the areas of Work the CITY will inspect. If defined Work for the Project
should be covered up without required inspection/approval, it must, if required by
the Contract Administrator, be uncovered for examination, and properly restored
at DESIGNIBUILD FIRM's expense.
16.01.02 Re-examination and retesting of any Work may be ordered by the
Contract Administrator and, if so ordered, such Work must be uncovered by
DESIGN/BUILD FIRM. If such Work is found to be in accordance with the
Contract Documents, CITY shall pay the cost of re-examination, re-testing and
replacement. If such Work is not in accordance with the Contract Documents,
DESIGN/BUILD FIRM shall pay such cost.
16.02 The payment of any compensation, regardless of its character or form, or the
giving of any gratuity or the granting of any valuable favor by DESIGN/BUILD FIRM to
any inspector is forbidden, and any such act on the part of DESIGN/BUILD FIRM will
constitute a breach of this Agreement.
ARTICLE 17 SUPERINTENDENCE AND SUPERVISION
17.01 The orders of the CITY are to be given through the Project Manager, whose
instructions are to be strictly and promptly followed in every case, provided that they are
in accordance with this Contract and the other Contract Documents. Construction
29
Manager shall keep on the Project during its progress, a full-time, competent, English
speaking supervisor who shall serve as the superintendent, and any necessary
assistants, all satisfactory to the Project Manager.
17.02 Construction Manager or Contractor's superintendent shall prepare, on a daily
basis, and keep on the Project site, a bound log setting forth at a minimum, for each
day: the weather conditions and how any weather conditions affected progress of the
Work; time of commencement of Work for the day; the Work performed; materials,
labor, personnel, equipment and Subcontractors utilized for the Work; any idle
equipment and reasons for idleness; visitors to the Project site; any special or unusual
conditions or occurrences encountered; any materials delivered to the Project site; and
the time of termination of Work for the day. The daily bound log shall be available for
inspection by the CITY, or its authorized designee, at all times during the Project,
without previous notice.
17.03 If DESIGN/BUILD FIRM, in the course of the Project, finds any discrepancy
between.the Contract Documents and the physical conditions of the site, or any errors
or omissions in the Contract Documents including, but not limited to, the Plans and
Specifications, it shall be DESIGN/BUILD FIRM's sole obligation and duty to
immediately inform the Contract Administrator, in writing, and the Contract Administrator
Will promptly verify same. Any Work done prior to or after such discovery will be done at
DESIGN/BUILD FIRM's sole risk. NOTWITHSTANDING THE PRECEDING, OR ANY
OTHER TERM OR CONDITIONOF THISAGREEMENT, DESIGN/BUILD FIRM
HEREBY ACKNOWLEDGES AND AGREES THAT THIS IS A DESIGN/BUILD
PROJECT AND, ACCORDINGLY, ANY ERRORS OR OMISSIONS SHALL BE
CORRECTED AT THE SOLE COST AND EXPENSE OF DESIGN BUILD/FIRM AND
WITHOUT A CLAIM FOR ADJUSTMENT IN THE CONTRACT TIME OR CONTRACT
PRICE.
17.04 DESIGN/BUILD FIRM shall coordinate, supervise and direct the Project
competently and efficiently, devoting such attention thereto and applying such skills and
expertise as may be necessary to perform and complete the Project in accordance with
the Contract Documents. DESIGN/BUILD FIRM shall be solely responsible for the
design, preparation of Construction Documents, means, methods, techniques, safety,
sequences and procedures of construction. DESIGN/BUILD FIRM shall give efficient
supervision to the Work, using DESIGN/BUILD FIRM's best skill, attention, and
judgment.
ARTICLE 'I8 CITY'S RIGHT TO TERMINATE AGREEMENT
18.01 If DESIGN/BUILD FIRM fails to begin the design and construction of the.Project
within the time specified; or fails to perform the .Project with sufficient workers and
equipment or with sufficient materials to insure the prompt completion of the Project, in
accordance with the Contract Documents and schedules; or shall perform the Work
30
unsuitably, or cause it to be rejected as defective and unsuitable; or shall discontinue
the prosecution of the Project, except for excused delays in accordance with this
Agreement; or if DESIGN/BUILD FIRM 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 shall not carry on the Project in accordance with the Contract
Documents, then the CITY shall give notice, in writing, to DESIGN/BUILD FIRM and its
surety of such delay, neglect or default, specifying the same. If DESIGN/BUILD FIRM,
within a period of ten (10) calendar days after such notice, shall not proceed in
accordance therewith, then CITY may, upon written notice from the Contract
Administrator of the fact of such delay, neglect or default and DESIGN/BUILD FIRM's
failure to comply with such notice, terminate the services of DESIGN/BUILD FIRM,
exclude DESIGN/BUILD FIRM from-the Project site, and take the prosecution of the
Project out of the hands of DESIGN/BUILD FIRM, as appropriate, or use any or all
materials and equipment on the Project site as may be suitable and acceptable, in the
City's reasonable discretion. In such case, DESIGN/BUILD FIRM shall not be entitled to
receive any further payment until the Project is finished. 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 its opinion shall be required
for the completion of the Project in an acceptable manner. All damages, costs and
charges incurred by CITY shall be deducted from any monies due or which may
become due to said DESIGN/BUILD FIRM. Actions will be instituted to recover on the
posted bonds.In case the damages and expense so incurred by CITY shall be less than
the sum which would have been payable under this Agreement, if it had been
completed by said DESIGN/BUILD FIRM, then DESIGN/BUILD FIRM shall be entitled
to receive the difference. If such damages and costs exceed the unpaid balance, then
DESIGN/BUILD FIRM shall be liable and shall pay to CITY the amount of said excess.
18.02 If, after Notice of Termination of DESIGN/BUILD FIRM's right to proceed, it is
determined for any reason that DESIGN/BUILD FIRM was not in default, the rights and
obligations of CITY and DESIGN/BUILD FIRM 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 18.03 below.
18.03 Notwithstanding any other provision in this Agreement, the performance of work
under this Agreement may be terminated in writing by CITY, for convenience and
without cause, upon ten (10) business days from the date of DESIGN/BUILD FIRM'S
receipt of the written notice to DESIGN/BUILD FIRM of intent to terminate and the date
on which such termination becomes effective. In such case, DESIGN/BUILD FIRM shall
be paid for all work and reimbursables executed, and expenses incurred, such as
materials stored, cost of severance of leases/contracts directly associated with the
Project, and demobilization prior to termination. PAYMENT SHALL INCLUDE
REASONABLE PROFIT FOR SERVICES ACTUALLY PERFORMED IN FULL PRIOR
TO TERMINATION DATE, BUT SHALL EXCLUDE ALL LOST PROFITS, INDIRECT
CONSEQUENTIAL, SPECIAL, OR OTHER DAMAGES.
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18.04 Upon receipt of Notice of Termination pursuant to Sections 18.01 or 18.03 above,
DESIGN/BUILD FIRM shall, at its sole cost and expense and as a condition precedent
to any further payment obligation by the CITY, promptly discontinue all affected work,
unless the Notice of Termination directs otherwise, and deliver to CITY within seven (7)
calendar days of. termination, 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. Compensation shall be withheld until all
documents are provided to CITY pursuant to this Article.
ARTICLE 19 DESIGN/BUILD FIRM'S RIGHT TO STOP WORK
OR TERMINATE CONTRACT
19.01 If the Project should be stopped under an order of any court or other public
authority for a period of more than ninety (90) calendar days, through no act or fault of
DESIGN/BUILD FIRM or of anyone employed by DESIGN/BUILD FIRM; or if the
Contract Administrator should fail to review and approve or state in writing reasons for
non-approval of any requisition for payment within twenty (20) business days after it is
presented; or if CITY fails to pay DESIGN/BUILD FIRM within thirty (30) calendar days
after,submittal of a proper requisition for payment, as approved by the Project Manager
or Contract Administrator (as applicable), then DESIGN/BUILD FIRM may give written
notice to CITY, through Contract Administrator, of such delay, neglect, or default,
specifying the same. If CITY , within a period of ten (10) business days after such
written notice, shall not remedy the delay, neglect, or default upon which notice is
based, then DESIGN/BUILD FIRM may stop work until payment is made, or terminate
this Agreement and recover from CITY payment for all Work executed and reasonable
expense sustained, But excluding any claim for payments for lost profits, indirect,
special, consequential, or other damages.
4
ARTICLE 20 "OR EQUAL" CLAUSE
20.01 Whenever a material, article or piece of equipment is identified in the Contract
Documents, including without limitation, in the Plans and Specifications, by reference to
manufacturers' or vendors' names, trade names, catalog numbers, or otherwise, it is
intended merely toy establish a standard and, unless it is followed by words indicating
that "no substitution is permitted," any material, article, or equipment of other
manufacturers and vendors which will perform or serve the requirements of the general
design will be considered equally acceptable provided the material, article or equipment
so proposed is, in the opinion of the Contract Administrator:
20.01.01 At least equal in quality, durability, appearance, strength and
design;
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20.01.02 Performs at least equally the function imposed in the general
design for the Project;
20.01.03 Conforms substantially, even with deviations, to the detailed
requirements for the items as indicated by the Plans and Specifications; and
20.01.04 Carries the same guaranty or warranty of the specified equipment.
All substitution requests will be made via written request which shall be attached
to a shop drawing and/or Change Order which shall be attached to a detailed
description of the specified item and a detailed description of the proposed
` substitution. A comparison letter itemizing all deviations from specified items
must be included for the Contract Administrator to properly evaluate substitution.
Failure to provide the deviation comparison sheet shall automatically deny the
request.
Any changes, inclusive of design changes, made necessary to accommodate
substituted equipment under this paragraph shall be at the expense of
DESIGN/BUILD FIRM.
20.02 Contract Administrator's written consent will be required as to acceptability, and
no substitute will be ordered, installed or utilized without Contract Administrators prior
written acceptance, which will be evidenced by either a Change Order or an accepted
shop drawing. CITY may require DESIGN/BUILD FIRM to furnish, at DESIGN/BUILD
FIRM'S expense, a special performance guarantee or other surety with respect to any
substitute.
ARTICLE 21 PLANS AND SPECIFICATIONS
21.01 CITY, through its Contract Administrator, shall have the right to require
DESIGN/BUILD FIRM to modify the details of the Plans and Specifications, to
supplement same with additional plans, drawings, specifications, or additional
information as the Project proceeds which are within the specific intent. and stated
scope of the Project and which do not cause increase in Contract Price or Contract
Time, all of which shall be considered as part of the Contract Documents, at no
additional cost to the CITY. All plans, general and detail, are to be deemed a part of this
Agreement, and the Plans and Specifications and other Contract Documents are to be
considered together, and are intended to be mutually complementary, so that any work
shown on the Plans, though not specified in the Specifications, and any work specified
in the Specifications though not shown on the Plans, is to be executed by
DESIGN/BUILD FIRM as part of the Contract Documents. All things which, in the
opinion of the Contract Administrator, may reasonably be inferred from the Contract
Documents, including, but not limited to, the Plans and. Specifications, are to be
executed by DESIGN/BUILD FIRM under the terms of the Contract Documents; and the
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Contract Administrator shall determine whether said Plans and Specifications conform
to the Contract Documents. In the event the work requested under this Article expands
the scope of the Project, DESIGN/BUILD FIRM may seek a Change Order pursuant to
Article 37.
ARTICLE 22 DESIGNIBUILD FIRM TO CHECK DRAWINGS AND DATA
22.01 DESIGN/BUILD FIRM shall take measurements and verify all dimensions,
conditions, quantities and details shown on the Plans and Specifications including, but
not limited to, the drawings, schedules, or other data. Failure to discover or correct
errors, conflicts or discrepancies shall not relieve' DESIGN/BUILD FIRM of full
responsibility for unsatisfactory work, faulty construction, or improper operation resulting
therefrom, nor from rectifying such condition at DESIGN/BUILD FIRM'S own expense.
DESIGN/BUILD FIRM will not be allowed to take advantage of any error or omissions.
4
34
ARTICLE 23 WARRANTY
23.01 DESIGN/BUILD FIRM warrants to CITY that all Materials and equipment
furnished for the Project will be new unless otherwise specified and that all Work for the
Project will be of good quality, free from faults and defects and in conformance with the
Contract Documents. The standard of quality shall be at least that employed by similarly
qualified design/build firms that are duly qualified and licensed to perform similar
projects. All Work for the Project not conforming to these requirements, including
substitutions not properly approved and authorized, may be considered defective. If
Materials or equipment are improperly stored and become altered as a result of such
improper storage, DESIGN/BUILD FIRM shall replace said Materials and/or equipment
With new ones at no additional- cost. DESIGN/BUILD FIRM shall be responsible for
proper storage and safeguarding of all Materials and equipment. If required by the
Contract Administrator, DESIGN/BUILD FIRM shall furnish satisfactory evidence as to
the kind and quality of Materials and equipment. The warranty requirements set forth in
the Contract Documents as herein defined shall govern warranty terms and conditions
for all warranty items expressed or implied. The DESIGN/BUILD FIRM'S warranty
period under this Article shall be one (1)year from the date of Substantial Completion of
the Project. However, this section shall not abridge the times or impede the rights and
remedies afforded the CITY against other entities or persons under the Contract
Documents, or by law.
ARTICLE
24 SUPPLEMENTARY DRAWINGS
24.01 When, in the opinion of DESIGN/BUILD FIRM and/or CITY, it becomes
necessary to explain more fully the Work to be done, or to illustrate the Project further to
show any changes which may be required, supplementary drawings, with specifications
pertaining thereto, will be prepared by the Consultant and submitted by DESIGN/BUILD
FIRM to the Contract Administrator for review and written acceptance.
24.02 The authorized supplementary drawings shall be binding upon DESIGN/BUILD
FIRM with the same force as the Contract Documents. Where such supplementary
drawings require either less or more than the estimated quantities of work, appropriate
adjustments shall be made pursuant to Change Order.
F
ARTICLE 25 his Article left intentionally blank,
ARTICLE 26 GENERAL WORKMANSHIP
26.01 Articles, materials, and equipment specified or shown on drawings shall be new
and shall be applied, installed, connected, erected, used, cleaned, and conditioned for
proper forming, as per the manufacturer's directions. DESIGN/BUILD FIRM shall, if
35
required, furnish satisfactory evidence as to kind and quality of the materials. Should
materials arrive to the jobsite new and be improperly stored and deteriorate from new
condition, the materials shall be replaced at no additional cost to CITY.
26.02 DESIGN/BUILD FIRM shall apply, install, connect, and erect manufactured items
or materials according to recommendations of manufacturer when such
recommendations are not in conflict with the Contract Documents. If there is conflict
between manufacturer recommendations and the Contract Documents, Contract
Administrator shall be notified and shall approve, in writing, any corrective actions prior
to implementation of same.
ARTICLE 27 DEFECTIVE WORK
27.01 Contract Administrator shall have the authority to reject or disapprove Work for
the Project which Contract Administrator finds to be defective. Defective work is defined
as Work not in accordance with the Contract Documents; not in conformance with
Applicable Laws; installed in violation of the manufacturer's written instructions where
the installation has caused new materials to be detrimentally affected; where the life
expectancy of the material installed is reduced; or otherwise installed in a non-
workmanlike manner. If required by Contract Administrator, DESIGN/BUILD FIRM shall
promptly either(as directed) correct all defective work or remove it from the Project site,
and replace it with non-defective work. DESIGN/BUILD FIRM shall bear all costs of
such removal or correction.
27.02 If, within one (1) year after Substantial Completion, any Work is found to be
defective or not in accordance with the Contract Documents, DESIGNIBUILD FIRM
shall correct it promptly without cost to CITY, after receipt of written notice from CITY to
do so, unless CITY has given DESIGN/BUILD FIRM a written acceptance of such
conditions. Nothing contained herein shall be construed to establish a period of
which DESIGN/BUILD FIRM mi ht have
i
limitation with respect to any other obligation g
under A PP licable Laws.
27.03 Should DESIGN/BUILD FIRM fail or refuse to remove or correct any defective
Work performed for the Project, or to make any necessary repairs in an acceptable
manner and in accordance with the requirements of this Agreement within a reasonable
time, indicated in writing, CITY shall have the authority to cause the unacceptable or
defective work to be removed or corrected, or make such repairs as may be necessary,
to be made at DESIGN/BUILD FIRM'S expense. Any expense incurred by CITY in
making these removals; corrections or repairs, which DESIGN/BUILD FIRM has failed
or refused to make shall be paid for out of any monies due or which may become due to
DESIGN/BUILD FIRM, or may be charged against the bond (or other guaranty if
applicable). Continued failure or refusal on the part of DESIGN/BUILD FIRM to make
any or all necessary repairs promptly, fully, and in acceptable manner shall be sufficient
cause for CITY to declare this Agreement terminated, in which case CITY, at its option,
36
may purchase Materials, tools, and equipment, and employ labor, or may contract with
_any other individual, firm or corporation, or may proceed with its own forces, to perform
the work. All costs and expenses incurred thereby shall be charged against the
defaulting DESIGN/BUILD FIRM, and the amount thereof deducted from any monies
due, or which may become due, to DESIGN/BUILD FIRM, or shall be charged against
the bond (or other guaranty). Any special work performed, as described herein, shall not
relieve DESIGN/BUILD FIRM in any way from its responsibility for the work performed
by it.
27.04 Failure to reject any defective work or Materials shall not in any way prevent later
rejection when such defect is discovered, or obligate CITY to final acceptance.
ARTICLE 28 SUBCONTRACTS
28.01 DESIGN/BUILD FIRM shall, at such times as DESIGN/BUILD FIRM decides
which Subcontractors will perform the various portions of the Work, promptly notify-the
Contract Administrator, in writing, of the names of Subcontractors for the Project, and
identify the portion of the Work for the Project each will perform. DESIGNIBUILD FIRM
shall have a continuing obligation to notify the Contract Administrator of any change in
Subcontractors. Notification of the names of Subcontractors shall not relieve
DESIGN/BUILD FIRM from the primary responsibility, without limitation, of full and
complete satisfactory performance of all contractual obligations.
ARTICLE 29 SEPARATE CONTRACTS
d
29.01 CITY reserves the right to let other contracts in connection with this Project,
provided it does not interfere with DESIGN/BUILD FIRM'S Work or schedule.
DESIGN/BUILD FIRM shall afford other contractors reasonable opportunity for the
introduction and storage of their materials and the execution of their work and shall
properly connect and coordinate its Work with theirs subject to provision of acceptable
insurance coverage, including DESIGN/BUILD FIRM as an additional insured. CITY will
request that its separate contractors coordinate their activities with the Work of the
DESIGNIBUILD FIRM.
29.02 If any part of DESIGN/BUILD FIRM'S Work depends for proper execution or
results upon the work of any other contractor or the CITY, DESIGN/BUILD FIRM shall
inspect and promptly report to the Contract Administrator any defects in such work that
render it unsuitable for such proper execution and results. DESIGN/BUILD FIRM'S
failure to so inspect and report shall constitute an acceptance of the other contractor's
work as fit and proper for the reception of DESIGN/BUILD FIRM'S Work, except as to
defects which may develop in other contractors work after the execution of
DESIGNIBUILD FIRM'S Work. However, DESIGN/BUILD FIRM shall not be responsible
37
I
or liable to CITY for any work performed by any other separate contractor not under the
auspices or control of DESIGN/BUILD FIRM.
29.03 To insure the proper execution of its subsequent Work, DESIGN/BUILD FIRM
shall inspect the work already in place and shall at once report to the Contract
Administrator any discrepancy between the executed work and the requirements of the
Contract Documents.
ARTICLE 30 CITY'S OPTION FOR USE OF COMPLETED PORTIONS
30.01 In the event of Substantial Completion of a portion of the Project, which
determination and option shall be solely and exclusively within the CITY's
authority and discretion whether to allow and accept Substantial Completion of a
portion or portions of the Project (versus requiring Substantial Completion of the
entire Project at one time), CITY shall have the right to take possession of, for
maintenance and/or for use, of any such completed or partially completed portion(s) of
the Project. However, prior to any possession, a punch list will be issued for the area to
be occupied. Such possession and use shall not be deemed an acceptance of any
Work not completed in accordance with the Contract Documents. If such possession or
use delays the Project, DESIGN/BUILD FIRM may be entitled to a reasonable extension
of time as determined by Contract Administrator.
30.02 In the event CITY takes possession, the following shall occur:
30.02.01 CITY shall give notice to DESIGN/BUILD FIRM at least thirty (30)
calendar days in advance on intent to occupy a designated area.
30.02.02 DESIGN/BUILD FIRM shall bring the designated area to point of
Substantial Completion. When DESIGN/BUILD FIRM considers that the
designated area of the Project is substantially complete, DESIGN/BUILD FIRM
shall so notify the Contract Administrator, in writing, and shall prepare for
submission to the Contract Administrator a list of items to be completed or
corrected. The failure to include any items on such list does not alter the
responsibility of DESIGN/BUILD FIRM to complete work on the designated area
in accordance with the Contract Documents. Th-e Contract Administrator shall
conduct an inspection to determine that the designated portion of the Project is
substantially complete. The Contract Administrator will then instruct
DESIGN/BUILD FIRM to deliver to CITY a Certificate of Occupancy (CO)
pertinent to the designated portion, which CO shall be issued by the appropriate
authority having jurisdiction over the Project. The Contract Administrator and
DESIGN/BUILD FIRM shall agree on the time within which DESIGN/BUILD FIRM
shall complete the items listed.
38
I.
30.02.03 Upon issuance and acceptance of Certificate of Substantial
Completion, CITY will assume full responsibility for maintenance, utilities,
subsequent damages of CITY and public, adjustment of insurance coverages
and start of warranty for occupied area. DESIGN/BUILD FIRM shall remain
responsible for all items listed to be completed or corrected as submitted to
Contract Administrator as required in Substantial Completion process.
30.02.04 If CITY finds it necessary to occupy or use a portion or portions of
the Project prior to Substantial Completion thereof, such occupancy or use shall
not commence prior to a time mutually agreed upon by CITY and
DESIGN/BUILD FIRM and to which the insurance company or companies
providing the property°insurance have consented by endorsement to the policy or
policies. This insurance shall not be canceled or lapsed on account of such
partial occupancy or use. Consent of DESIGN/BUILD FIRM and of the insurance
company or companies to such occupancy or use shall not be unreasonably
withheld.
ARTICLE 31 CONSTRUCTION AREA
31.01 DESIGN/BUILD FIRM shall use areas approved by the Contract Administrator for
deliveries and personnel. Contract limits of construction area are indicated on the
concept drawings as issued by the Contract Administrator. Equipment, materials, and
personnel shall be in conformance with this Contract.
31.02 To provide for maximum safety and security, DESIGN/BUILD FIRM shall erect
and maintain all necessary barricades, and any other temporary walls and structures as
required, and boarding or fencing to protect life and property during the period of
construction.
ARTICLE 32 LANDS FOR WORK
32.01 CITY shall provide, as indicated in the Contract Documents, the lands upon which
the Project is to be performed, rights-of-way and easements for access thereto and
such other lands as are designated for the use of DESIGN/BUILD FIRM. No claim for
damages or other claim other than for an extension of time shall be made or asserted
against CITY by reason of any delay arising as a result of any failure of CITY to provide
such lands on the date needed by DESIGN/BUILD FIRM. The provisions of Article 40
shall apply herein.
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ARTICLE 33 LEGAL RESTRICTIONS AND TRAFFIC PROVISIONS
33.01 DESIGN/BUILD FIRM shall conform to all Applicable Laws with regard to labor
employed, hours of work, and DESIGN/BUILD FIRM'S general operations.
DESIGN/BUILD FIRM' shall also conduct its operations so as not to close any
thoroughfare, nor interfere in any way with traffic on streets, highways, sidewalks, or
other public right of ways without the written consent of the proper authorities.
ARTICLE 34 DAMAGE TO EXISTING FACILITIES, EQUIPMENT OR UTILITIES
34.01 `Existing utilities have been shown in the Contract Documents insofar as
information is reasonably available; however, it will be DESIGN/BUILD FIRM'S sole
responsibility to verify such information and to preserve all existing utilities, whether
shown in the Contract Documents or not. If utility conflicts are encountered by
DESIGN/BUILD FIRM during construction, DESIGN/BUILD FIRM shall re-design its
proposed improvements, at its sole cost, to avoid utility conflicts, and/or provide
sufficient notice to the owners of the utilities and compensate owners of the utilities, and
it shall be the sole responsibility of the DESIGN/BUILD FIRM to resolve any-conflicts
and make all necessa ry adjustments, at no additional cost to the CITY.
34.02 DESIGN/BUILD FIRM shall exercise care and take all precautions during
excavation and construction operations to prevent damage to any existing facilities,
equipment, or utilities. Any damage caused by DESIGN/BUILD FIRM shall be reported
immediately to the Contract Administrator, and such work shall be repaired and/or
replaced by DESIGN/BUILD FIRM in a manner approved by CITY. All costs to repair
and/or replace any damage to existing facilities, equipment, or utilities shall be the sole
responsibility of DESIGN/BUILD FIRM, and such repair or replacement shall be
performed expeditiously without cost to CITY.
34.03 DESIGN/BUILD FIRM shall provide that type of required protection for finished
g g and make good
Work during cleaning o
Work at all times and protect adjacent
P
any damage resulting from neglect of this precaution.'
34.04 Protection of Work shall include protecting of Work that is factory finished, during
transportation, storage, during and after installation. Where applicable, and as required, =�
DESIGN/BUILD FIRM shall close off spaces of areas where certain Work has been
completed to protect it from any damages caused by others during their operations.
34.05 DESIGN/BUILD FIRM shall store Materials, and shall be responsible for and
shall maintain partly or wholly finished Work during the continuance of the Contract and
until the final acceptance of the Project. If any materials or part of the work should be
lost, damaged, or destroyed by any cause or means whatsoever, the DESIGN/BUILD
FIRM shall satisfactorily repair and replace the same at DESIGN/BUILD FIRM'S own
cost. The DESIGN/BUILD FIRM shall maintain suitable and sufficient guards, if
40
necessary, and barriers, and at night, suitable and sufficient lighting for the prevention
of accidents.
34.06 To all applicable sections where preparatory work is part of Work thereon,
DESIGN/BUILD FIRM-shall carefully examine surfaces over which finished work is to be
installed, laid or applied, before commencing with the work. DESIGN/BUILD FIRM shall
not proceed with said work until defective surfaces on which work is to be applied are
corrected to the satisfaction of the Contract Administrator. Commencement of work shall
be considered acceptance of surfaces and conditions.
34.07 It will be the DESIGN/BUILD FIRM'S responsibility to preserve all existing utilities
within the Project limits or as otherwise affected by DESIGN/BUILD FIRM. If utility
conflicts. are encountered by the DESIGN/BUILD FIRM during construction, it is
anticipated that DESIGN/BUILD FIRM shall re-design its proposed improvements, at its
sole cost, so as to avoid utility conflicts, and/or provide sufficient notice to their owners
and compensate owners of the utilities from its funds so that they may make the
necessary adjustments. Damage to any utilities, which in the sole reasonable opinion of
the CITY is caused by negligence on the part of the DESIGN/BUILD FIRM, shall be
repai-red at the DESIGN/BUILD FIRM'S expense.
ARTICLE 35 CONTINUING THE WORK
35.01 DESIGN/BUILD FIRM shall carry on the Project and adhere to the CPM Project
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. No work shall be delayed or postponed pending
resolution of any disputes or disagreements. The provisions of this Article shall be
subject to all other applicable provisions of this Agreement.
ARTICLE 36 FIELD ORDERS AND SUPPLEMENTAL INSTRUCTIONS
36.01 The Contract Administrator shall have the right to approve and issue Field Orders
setting forth written interpretations of the intent of the Contract Documents to
Construction Manager and ordering minor changes in contract execution, providing the
Field Order involves no change in the Contract Price or the Contract Time=
36.02 The Contract Administrator shall have the right to approve and issue to
DESIGN/BUILD FIRM supplemental instructions setting forth the written orders,
instructions, or interpretations concerning the Contract Documents or performance
therein, provided they make no major changes in Contract execution and involve no
change in the Contract Price or the Contract Time.
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ARTICLE 37 CHANGES IN THE WORK OR TERMS OF CONTRACT DOCUMENTS
37.01 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.
37.02 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.
37.03 'The actual cost of the Payment and Performance Bond as a result of accepted
changes in the Work shall be added to or deducted from the cost of the changes in the
Work.
37.04 Notification of Change of Contract Time or Contract Price; Weather
37.04.01 Any claim for a change in the Contract Time or Contract Price shall
be made by written notice delivered by DESIGN/BUILD FIRM to the Contract
Administrator within five (5) calendar days of the commencement of the event
giving rise to the claim (which may include an occurrence or omission that
DESIGN/BUILD FIRM contends delays the Work, or receipt of an order,
instruction, Contract Administrator's supplemental information, or other directive
changing the Work, or any other occurrence that DESIGN/BUILD FIRM contends
causes a change in Contract Time or Contract Price) and stating the general
nature of the claim. Notice of the nature and elements of the claim shall be
delivered within twenty (20) calendar days after the date of such written notice.
Thereafter, within twenty(20) calendar days of the termination of the event giving
rise to the claim, notice of the extent of the claim with supporting data shall be
delivered, unless Contract Administrator and DESIGN/BUILD FIRM allows an
additional period of time to ascertain more accurate data in support of the claim,
and shall be accompanied by DESIGN/BUILD FIRM's written statement that the
adjustment claimed is the entire adjustment to which the DESIGN/BUILD FIRM
has reason to believe it is entitled as a result of the occurrence of said event. All
claims for adjustment in the Contract Time or Contract Price shall be determined
by Project Manager and Contract Administrator in accordance with Article 11
hereof, if Project Manager, Contract Administrator and DESIGN/BUILD FIRM
cannot otherwise agree. NO CLAIM FOR AN ADJUSTMENT IN THE
CONTRACT TIME OR CONTRACT PRICE WILL BE VALID UNLESS IT IS
SUBMITTED IN STRICT ACCORDANCE WITH THE REQUIREMENTS OF
THIS SECTION.
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37.04.02 The Contract Time will be extended in an amount equal to time lost
due to delays beyond the control of and through no fault, negligence, or act or
omission of DESIGN/BUILD FIRM if a claim is made therefore as required by the
Contract. Such delays shall include, but not be limited.to, acts or neglect by any
separate contractor employed by CITY, fires, floods, labor disputes, epidemics,
abnormal weather conditions, acts of God, or acts of terrorism.
37.04.03 Extensions to the Contract Time for delays caused by the effects of
inclement weather shall be submitted as a request for change in Contract Time
pursuant to this Article 37. These time extensions are justified only when rain or
other inclement weather conditions or related adverse soil conditions prevent
DESIGN/BUILD FIRM from productively performing controlling items of work;
identified on the accepted schedule or updates resulting in: (1) DESIGN/BUILD
FIRM being unable to work at least fifty percent(50%) of the normal work day on
controlling items of work identified on the accepted CPM Project Schedule or
updates due to adverse weather conditions; or (2) DESIGN/BUILD FIRM must
make major repairs to the Work damaged by weather, provided the damage was
not attributable to a failure or neglect by DESIGN/BUILD FIRM, and provided that
DESIGN/BUILD FIRM was unable to work at least fifty percent (50%) of the
normal work day on controlling items of work identified on the accepted CPM
Project Schedule or approved updates. No time extension will be allowed for
weekend rains unless the DESIGN/BUILD FIRM has been working weekends on
a regular basis on exterior Work.
37.04.04 The DESIGN/BUILD FIRM agrees and acknowledges that no
ground for an extension to the Contract Time or Contract Price shall arise as a
result of any reasonably foreseeable condition at the Project site, or as a result of
anything contained in the Contract Documents.
37.05 Change Orders
37.05.01 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 and
issued by CITY to the extent permitted under this Agreement.
37.05.02 The Project Manager, as authorized by the Contract Administrator,
may initiate a Change Order request ("Change Order Request"), setting forth in
detail the nature of the requested change. Upon receipt of a Change Order
Request, the DESIGN/BUILD FIRM shall review the Change Order Request with
the Project Manager and Contract Administrator prior to furnishing to the Project
Manager a statement setting forth in detail, with a suitable detailed breakdown in
Construction Specifications Institute (CSI)format, including a breakdown of labor
43
and materials, the DESIGN/BUILD FIRM's estimate of the changes in the cost of
the Work and changes to any other Contract Price elements attributable to the
changes set forth in such Change Order Request, and proposed adjustments, if
any, to the Contract Time resulting from such Change Order Request. If the
Contract Administrator accepts such DESIGN/BUILD FIRM's estimate, a Change
Order shall be processed by the CITY and delivered to the DESIGN/BUILD FIRM
for execution. Agreement on any Change Order shall constitute a final settlement
on all items affected therein, including without limitation any adjustment in the
cost of the Work, DESIGN/BUILD FIRM Is, Guaranteed Maximum Price, or the
Contract Time, subject to performance thereof and payment therefore pursuant
to the terms of this Contract and such Change Order. Changes in Contract Time
will only be considered by the CITY when Contractor provides sufficient'
documentation delineating the daily impact to controlling items (Critical Path)
identified in the original approved CPM Project Schedule.
37.05.03 The DESIGN/BUILD FIRM's fee on such changes shall be a
percentage of the net change to the cost of the Work resulting from the Change
Order, not.to exceed five percent(10%).
Subcontractor's percentage markup on Change Orders for overhead and profit
shall be reasonable, but in no event shall the aggregate of the Subcontractor's
overhead and profit markups exceed five percent (7.5%) of the Subcontractor's
cost of the Work. In the event Subcontractor is affiliated with the Contractor by
common ownership or management, or is effectively controlled by the Contractor,
no fee will be allowed on the Subcontractor's costs. In the event there is more
than one level of Subcontractor, such as second and third tier Subcontractors,
the sum of all of the Subcontractors' percentage markups for overhead and profit
shall not, in the aggregate, exceed ten percent (10%) of the cost of the Work.
Subcontractor's cost of the Work shall be determined in accordance with Article
12, hereof.
37.05.04 Contractor shall not start work on any alteration requiring an
increase in the Contract Price or the Contract Time until a Change Order setting
forth the adjustments is approved by the CITY unless there is an immediate need
to perform the work to maintain the CPM Project Schedule. If there were such a
need, the Contract Administrator will issue direction to perform the work on the
basis of a preliminary estimate provided by the Contractor and approved by the
Project Manager. Upon receipt of a Change Order Contractor shall promptly
proceed with the work set forth within the document.
37.05.05 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
4
a
matter in dispute to Project Manager and Contract Administrator as set forth in
Article 11, hereof. During the pendency of the dispute, and upon receipt of a
Change Order, DESIGNIBUILD FIRM shall promptly proceed with the change in
the Work involved and advise the Project Manager and Contract Administrator in
writing within five (5) calendar days of DESIGN/BUILD FIRM'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.
37.05.06 Upon approval of any Contract change increasing the Contract
Price, DESIGN/BUILD FIRM shall ensure that the Performance Bond and
Payment Bond are increased so that each reflects the total Contract Price as
increased.
37.05.07 Change Orders may be issued unilaterally by CITY.
37.05.08 The DESIGN/BUILD FIRM hereby waives any claim not made with
a timely request for a Change Order.
37.05.09 Notwithstanding anything in this Article 37, or in any other
term or condition of this Agreement, DESIGNIBUILD FIRM acknowledges
and agrees that after the Guaranteed Maximum Price has been established,
no Change Order shall be approved in the case where the DESIGNIBUILD
FIRM encounters a Design Criteria Package discrepancy and has failed to
the Work including conflicts
foresee and/or coordinate any conditions in g
between the Contract Documents, Plans and Specifications, and the
existing Project site conditions, utilities, and unforeseen underground
conditions, which will cause an increase to the Contract Price or the
Contract Time.
37.05.10 No change in the Guaranteed Maximum Price shall be allowed for
delays caused by labor disputes and strikes specific to the Project, or for other
delay caused by the DESIGN/BUILD FIRM or its Subcontractors or suppliers of
any tier.
37.05.11 The DESIGN/BUILD FIRM waives all claims for additional time or
additional compensation for Work performed without a written' Change Order,
unless as stated in Subsection 37.05.04.
37.05.12 The DESIGN/BUILD FIRM agrees that, regardless of the pendency
of any claim for additional compensation or time, the DESIGN/BUILD FIRM shall
continue to execute all Work. The DESIGN/BUILD FIRM shall take all reasonable
measures to minimize the effect of the pendency of a claim.
37.05.13 Should a material discrepancy be found between the Design
Criteria Package and the Contract Documents, and provided only that said
45
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discrepancy results from the regulatory review of an agency that has regulatory
authority over the permitting process, the CITY shall issue a Change Order to the
DESIGN/BUILD FIRM.
37.05.14 DESIGN/BUILD FIRM shall not include or request payment on any
Change Orders that have not been formally and fully approved and executed by
the appropriate parties.
ARTICLE 38 DIFFERING SITE CONDITIONS
38.01 No equitable adjustment to the Contract shall be allowed for DESIGN/BUILD
FIRM and no change to Contract Price or Contract Time, in the event that during the
course of the Work DESIGN/BUILD FIRM encounters an existing condition that was not
shown on the Contract Documents; or 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.
ARTICLE 39 (This Article left intentionally blank)
ARTICLE 40 NO DAMAGES FOR DELAY
40.01 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. DESIGN/BUILD FIRM shall not be entitled to an increase
in Price compensation of an the Contract Pce or payment or co p y 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,
an cause whatsoever, whether such delay, disruption,
interference or hindrance from y ,
interference, or hindrance be reasonable' or unreasonable, foreseeable or
unforeseeable, or avoidable or unavoidable; provided, DESIGN/BUILD FIRM
hindrances or delays are not due solely to fraud, bad faith or active interference on the
part of CITY or its agents. Unless the delay is due solely to fraud, bad faith, or active
interference by the City, DESIGN/BUILD FIRM shall be entitled only to extensions of the
Contract Time as the sole and exclusive remedy for such resulting delays, in
accordance with and to the extent specifically provided above. The specific application
of this Article to other provisions of this Agreement shall not be construed as a limitation
of any sort upon the further application of this Article. Ten Dollars ($10.00) of
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DESIGN/BUILD FIRM'S fee is acknowledged as separate and independent
consideration for the covenants contained in this Article.
ARTICLE 41 SUBSTANTIAL COMPLETION
41.01 When DESIGN/BUILD FIRM considers that the Project, or a designated portion
thereof, which is acceptable to CITY (in the event CITY chooses to accept same
pursuant to the sole authority and discretion afforded to it under Article 30 hereof), is
substantially complete, DESIGN/BUILD FIRM shall so notify the Contract Administrator
and Project Manager, in writing, and shall prepare for submission to the Contract
Administrator and Project Manager a thorough list of items to be completed or
corrected,together with a schedule for completion of all items. The failure to include any
items on such list does not alter the responsibility of DESIGN/BUILD FIRM to complete
all Work in accordance with the Contract Documents. The Contract Administrator,
Project Manager, and such other persons as they may deem necessary, shall conduct a
joint inspection to determine that the Project (or designated portion thereof) is
substantially complete. The Contract Administrator will then instruct DESIGN/BUILD
FIRM to prepare and deliver to the Contract Administrator a Certificate of Substantial
Completion which shall establish the date of Substantial Completion for the Project (or
that portion of the Project). After review of the certificate by the Contract Administrator,
CITY shall either accept or reject the certificate. Acceptance of Substantial Completion
by CITY shall be based upon compliance with the Contract Documents and Applicable
Laws. DESIGN/BUILD FIRM shall have thirty (30) days to complete the items listed
therein. Warranties required by the Contract Documents and submitted in appropriate
form to the Contract Administrator along with the request for Substantial Completion
shall commence on the date of Substantial Completion of the Project(or for that portion
of the Project). The Certificate of Substantial Completion shall be submitted to CITY
through the Contract Administrator and DESIGN/BUILD FIRM for their written
acceptance of the responsibilities assigned to them in such Certificate.
ARTICLE 42 SHOP DRAWINGS AND SCHEDULE OF VALUES
42.01 DESIGN/BUILD FIRM shall submit Shop Drawings for all equipment, apparatus,
machinery, fixtures, piping, wiring, fabricated structures and
manufactured articles. The
purpose of a Shop Drawing is to show the suitability, efficiency, technique of
manufacture, installation requirements, details of the item and evidence of its
compliance or noncompliance with the Contract Documents.
42.02 DESIGN/BUILD FIRM shall submit to the Contract Administrator, within thirty(30)
calendar days following the application for a building permit, a complete list of
preliminary data on items for which Shop Drawings are to be submitted. Approval of this
list by the Contract Administrator, which approval shall be in writing, shall in no way
relieve DESIGN/BUILD FIRM from submitting complete Shop Drawings and providing
47
materials, equipment, etc., fully in accordance with the Contract Documents. This
procedure is required in order to expedite final approval of Shop Drawings.
42.03 After the approval of the list of items required in Subsection 42.02,
DESIGN/BUILD FIRM shall promptly request Shop Drawings -from the various
manufacturers, fabricators, and suppliers.
42.04 DESIGN/BUILD FIRM shall thoroughly review and check the Shop Drawings and
each and every copy shall show DESIGN/BUILD FIRM'S approval thereon. ,
42.05 If the Shop Drawings show or indicate departures from the Contract
requirements, DESIGN/BUILD FIRM shall make specific mention thereof in its shop
drawing submittal and a separate letter. Failure to point out such departures shall not
relieve DESIGN/BUILD FIRM from its responsibility to comply with the Contract
Documents. Contract Administrator shall determine acceptability of change and, in
considering said change, may require data, technical comparisons, cost comparisons,
quality comparisons and/or calculations to determine the equality of deviations.
Contract Administrator is not obligated to accept deviations.
42.06 No ,work called for by Shop Drawings shall be done until the said Drawings have
been furnished to and accepted, in writing, by the Contract Administrator. Contract
- Administrator shall respond to Shop Drawings pre app roved by Consultant with
objections or acceptance within ten (10) business days of receipt. Acceptance is for
design intent only and shall not relieve DESIGN/BUILD FIRM and Consultant from
responsibility for fit, form, function, quantity or for errors or omissions of any sort on the
Shop Drawings.
42.07 No acceptance will be given to partial submittal of Shop Drawings for items which
interconnect and/or are interdependent. It is DESIGN/BUILD FIRMS responsibility to
assemble the. Shop Drawings for all such interconnecting and/or independent items,
check them, and then make one (1) submittal to the Contract Administrator, along with
s to compliance, noncompliance, or features
DESIGN/BUILD FIRMS comments a p P
requiring special attention.
42.08 If catalog sheets or prints of manufacturers' standard drawings are submitted as
Shop Drawings, any additional information or changes on such drawings shall be
typewritten or lettered in ink. Catalog sheet with multiple options shall be highlighted to
depict specific pertinent data including options.
42.09 DESIGN/BUILD FIRM shall submit to Contract Administrator eight (8) copies. Re-
submissions of Shop Drawings shall be made in the same quantity until final
acceptance is obtained.
42.10 Contract Administrator's acceptance of the Shop Drawings, as approved by
DESIGN/BUILD FIRM, will be for general compliance with the Plans and Specifications,
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and shall not relieve DESIGN/BUILD FIRM of responsibility for the accuracy of such
Drawings, nor for the proper fittings and construction of the Work, nor for the furnishing
of the Materials or Work required by the Contract and not indicated on the Drawings.
42.11 DESIGN/BUILD FIRM shall keep one (1) set of Shop Drawings, marked with the
Contract Administrator's acceptance, at the Project site at all times.
42.12 The DESIGN/BUILD FIRM shall submit a Schedule of Values to the Contract
Administrator as specified in the Technical Specifications. DESIGN/BUILD FIRM shall
submit to the Contract Administrator a separate Schedule of Values for demolition,
abatement, and site work thirty (30) calendar days prior to commencing such portion of
the Work. The schedule will be typed on 8-1/2" x 11" white paper listing: title of Project,
location, Project number, Consultant, Contractor, Contract designation, and date of
submission. The schedule shall list the installed value of the component parts of the
work in sufficient detail to serve as a basis for computing values for progress payments
during the construction. The table of contents of the specifications shall establish the
format for listing the component items. Each line item will be identified by the number
and title of the respective major section of the specifications. For each line item,
DESIGN/BUILD FIRM shall list the sub-values of major products or operations under
the item. Each item shall include the proportion of DESIGN/BUILD FIRM'S overhead
and profit. For any items for which progress payments will be requested for stored
materials, the value will be broken down with:
42.12.01 The cost of materials delivered, unloaded, properly. stored and
safeguarded, with taxes paid; and
42.12.02 The total installed value.
ARTICLE 43 FIELD ENGINEERING
43.01 The DESIGN/BUILD FIRM shall provide and pay for field engineering services
required for the Project. This work shall include the following elements:
fired in execution of the Project.
43.01.01 Survey work required 1 ect.
43.01.02 Civil, structural or other professional engineering, architectural,
landscape architectural, or land surveying services specified, or required to
execute the DESIGN/BUILD FIRM'S construction methods.
43.02 The survey completed by DESIGN/BUILD FIRM will identify the qualified
engineer or registered land surveyor, acceptable to the CITY, and he or she shall be
retained by the DESIGN/BUILD FIRM at the outset of this Project.
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43.03 The survey will locate and protect control points prior to starting site work, and
will preserve all permanent reference points during construction.
43.03.01 No changes or relocations will be made without prior written notice
to the Contract Administrator.
43.03.02 A written report shall be made to the Contract Administrator when
any reference point is lost or destroyed, or requires relocation because of
necessary changes in grades or locations.
43.03.03 The surveyor shall be required to replace Project control points
which may be lost or destroyed. The surveyor shall be duly registered as a
surveyor or mapper, as required by state law.
43.03.04 Replacements shall be established based upon original survey
control.
ARTICLE 44 FIELD LAYOUT OF THE WORK AND RECORD DRAWINGS
44.01 The entire responsibility for establishing and maintaining a line and grade in the
field lies with DESIGN/BUILD FIRM. DESIGN/BUILD FIRM shall maintain an accurate
and precise horizontal and vertical record of the existing pavement conditions; final
pavement conditions; and all pipe lines, conduits, structures, underground utility access
portals, handholes, fittings, etc. encountered or installed during construction.
DESIGN/BUILD FIRM shall deliver these records in good order to the Contract
Administrator as the work is completed. These records shall serve as a basis for "as-
built" drawings. The cost of all such field layout and recording work is included in the
Contract Price.
44.02 DESIGN/BUILD FIRM shall maintain in a safe place at the site, one (1) record
copy of the Plans and Specifications, addenda, written amendments, Change 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, will be available to Contract
Administrator for reference. Upon completion of the Project, these record documents,
samples and Shop Drawings shall be delivered to Contract Administrator.
44.03 At the completion of the Project, the DESIGN/BUILD FIRM shall turn over to the
CITY a set of reproducible drawings (Mylars) and a complete set of all drawings in the
latest version of AutoCAD on Compact Disk, not compressed, which accurately reflect
the "as-built" conditions of the new facilities. All changes made to the Construction
Documents, either as clarifications or as changes, will be reflected in the plans. The
changes shall be submitted on Mylar at least monthly to the Contract Administrator.
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These "as-built" drawings on Mylar and the latest version of the AutoCAD format media
must be delivered and found to be acceptable prior to final payments.
ARTICLE 45 SAFETY AND PROTECTION
45.01 DESIGN/BUILD FIRM shall be responsible for initiating, maintaining and
supervising all safety precautions and programs in connection with the Project.
DESIGN/BUILD FIRM shall take all necessary precautions for the safety of, and shall
provide the necessary protection to prevent damage, injury or loss to:
45.01.01 - All employees on the Project and other persons .who may be
affected thereby;
45.01.02 All the work and all materials or equipment to be incorporated
therein, whether in storage on or off the Project site;.and
45.01.03 Other property at the 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.
45.02 DESIGN/BUILD FIRM shall comply with all Applicable Laws, for the safety of
persons or property or to protect them from damage, injury or loss; and shall erect and
maintain all necessary safeguards for such safety and protection. DESIGNIBUILD FIRM
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 45.01.02
and 45.01.03 above, caused directly or indirectly, in whole or in part, by DESIGN/BUILD
FIRM, any Subcontractor or Consultant, 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
DESIGN/BUILD FIRM; however, DESIGN/BUILD FIRM shall not be liable for injury or
damage caused by the gross negligence or willful misconduct of the CITY, its
employees, consultants or its separate contractors. DESIGN/BUILD FIRM'S duties and
responsibilities for the safety and protection of the Project shall continue until such time
as all the Project is completed and the Contract Administrator has issued a notice to
DESIGN/BUILD FIRM that the Project is acceptable except, as otherwise provided in
Article 30.
45.03 DESIGN/BUILD FIRM shall designate a responsible member of its organization
at the Project site whose duty shall be the prevention of accidents. This person shall be
DESIGN/BUILD FIRM'S Project Representative unless otherwise designated in writing
by DESIGN/BUILD FIRM to CITY.
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ARTICLE 46 (This Article left intentionally blank)
ARTICLE 47 (This Article left intentionally blank)
ARTICLE 48 CLEANING UP AND REMOVAL OF EQUIPMENT
48.01 DESIGN/BUILD FIRM shall at all times keep the Project site free from
accumulation of waste materials or rubbish caused by DESIGN/BUILD FIRM'S
operations. At the completion of the Project, DESIGN/BUILD FIRM 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 DESIGN/BUILD FIRM fails to clean up
at the completion of the Project, CITY may do so, and the cost thereof shall be charged
to DESIGN/BUILD FIRM.
48.02 CITY'S Right to Clean-Up
If a dispute arises between DESIGN/BUILD FIRM and separate contractors as to
responsibility for cleaning up, CITY may clean up and charge the cost thereof to the
contractors responsible therefore, as the Contract Administrator shall determine to be
just. This provision is solely for cleaning.
48.03 Removal of Equipment
In case of termination of this Agreement before completion for any cause whatever,
DESIGN/BUILD FIRM, if notified to do so by CITY, shall promptly remove any part or all
of DESIGN/BUILD FIRM'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 DESIGN/BUILD FIRM.
ARTICLE 49 (This Article left intentionally blank)
ARTICLE 50 BONDS AND INSURANCE
DESIGN/BUILD FIRM shall furnish, or cause to be furnished, on or before fifteen (15)
days after execution of this Agreement, the following:
50.01 Performance Bond and Payment Bond (Surety):
50.01.01 A performance bond and payment bond of the form and containing
all the provisions attached hereto and made a part hereof. Payment and
Performance bonds may be in the form of dual obligee bonds from the Contractor
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in the amount of the contract between the DESIGN/BUILD FIRM and the
Contractor, naming the CITY and DESIGN/BUILD FIRM as dual obligees.
DESIGN/BUILD FIRM shall provide payment and performance bonds in the
remaining amount of the Contract Price naming the CITY as the obligee on those
bonds.
50.01.02 The Bonds shall be in the amount of one hundred percent (100%)
of the Contract amount guaranteeing to CITY the completion and performance of
the Project covered in this Agreement as well as full payment of all suppliers,
material persons, laborers, or Subcontractors employed pursuant to this Project.
Such Bonds shall be with a surety company which is qualified pursuant to
Section 50.03.
50.01.03 Such Bonds shall continue in effect for one year after completion
and acceptance of the Project with liability equal to one hundred percent (100%)
of the Contract Price, or an additional bond shall be conditioned that
DESIGN/BUILD FIRM will, upon notification by CITY, correct any defective- or -
faulty work or materials which appear within one year after completion and
acceptance of the Project.
-OR-
50.02 Performance and Payment Guaranty:
50.02.01 In lieu of a performance bond and payment bond, DESIGN/BUILD
FIRM may furnish an alternate form of security which may be in the form of cash,
money order, certified check, cashiers check or irrevocable letter of credit. Such
alternate forms of security shall be for the 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 Project.
50.03 Qualifications of Surety:
n bond and 0.03.01 A separate performance payment bond must be executed
p c y
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.
50.03.02 In addition to the above-minimum qualifications, the surety
company must meet at least one of the following additional qualifications:
50.03.02.01 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
53
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
CFR 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.
50.03.02.02 The surety company shall have at least the following
minimum ratings in the latest revision of Best's Insurance Report:
Amount of Bond Ratings Category
500,001 to 1,020,000 B+ Class 1
1,020,001 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
50.04 INDEMNIFICATION OF CITY
50.04.01 In consideration 'of twenty-five dollars ($25.00); separately
acknowledged by DESIGN/BUILD FIRM, and other valuable consideration,
DESIGN/BUILD FIRM shall indemnify and save harmless CITY, its officers,
agents and employees, from or on account of any injuries or damages, received
or sustained by any person or persons during or on account of any construction
activities of DESIGN/BUILD FIRM its . Consultant, Contractor, or any
Subcontractors, Subconsultants, agents, servants, or employees connected with
the Project; or by or in consequence of any negligence of DESIGN/BUILD FIRM,
its Consultant, Contractor, or any Subcontractors, Subconsultants, agents,
servants, or employees (excluding gross negligence or willful misconduct of
CITY), in connection with the construction activities of the DESIGN/BUILD FIRM
its Consultant, Contractor or any Subcontractors, Subconsultants, agents,
servants, or employees connected with the Project; or by use of any improper
materials; or by or on account of any act, error or omission of DESIGN/BUILD
FIRM its Consultant, Contractor, or any Subcontractor, Subconsultants, agents,
servants or employees, except to the extent caused by CITY. DESIGN/BUILD
FIRM agrees to indemnify and save harmless CITY against any claims or liability
arising from or based upon the violation of any federal, state, CITY or city laws,
bylaws, ordinances or regulations by DESIGN/BUILD FIRM, its Consultant,
Contractor, Subcontractors, Subconsultants, agents, servants or employees
(excluding gross negligence or willful misconduct of CITY). DESIGN/BUILD FIRM
further agrees to indemnify and save harmless CITY from all such claims and
54
and from an and all suits and actions of every name and description that
fees, y
may be brought against CITY on account of any claims, fees, royalties, or costs
for any invention or patent, and from any and all suits and actions that may be
brought against CITY for the infringement of any and all patents or patent rights
claimed by any person, firm, or corporation. This consideration is separate and
distinct from any other consideration received by DESIGN/BUILD FIRM.
50.04.02 DESIGN/BUILD FIRM further agrees to indemnify, save harmless
and defend CITY, its agents, servants and employees, from and against any
claim, demand or cause of action of whatever kind or nature arising out of any
negligent conduct or misconduct of DESIGN/BUILD FIRM not included in Section
50.04.01 above and for which CITY, its Consultant, Contractor, Subcontractors,
Subconsultants, agents, servants or employees, are alleged to be liable.
50.04.03 The indemnification provided above shall obligate DESIGNIBUILD
FIRM 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 that
may be brought against CITY which may result from the operations and activities
under this Agreement whether the construction operations be performed by
DESIGN/BUILD FIRM, its Consultant, Contractor, Subcontractors, its
Subconsultants, or by anyone directly or indirectly employed by any of the
above.
50.0 4.0 4 The execution of this Agreement by DESIGN/BUILD FIRM shall
9
obligate DESIGN/BUILD FIRM to comply with the foregoing indemnification
provision. The obligations under this Section. 50.04 shall survive termination
and/or other expiration of this Agreement.
50.05 INSURANCE
DESIGN/BUILD FIRM shall provide, or cause to be provided, pay for, and maintain in
force at all times during the Project, such insurance, including Workers' Compensation
Insurance, Employer's Liability Insurance, Comprehensive General Liability Insurance,
and shall require DESIGN/BUILD FIRM to provide, pay for and maintain in force at all
times during the :Project, Professional Liability Insurance, as will assure to CITY the
protection contained,in this Agreement. Builder's Risk Insurance is governed by the
provisions of Section 50.05.05.
Such policy or policies shall be issued by companies approved to do business in the
state of Florida, and having agents upon whom service of process may be made in the
state of Florida. DESIGN/BUILD FIRM shall specifically protect CITY by naming CITY
as an additional insured under the Comprehensive General Liability Insurance Policy
hereinafter described.
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50.05.01 Professional Liability Insurance with limits of liability provided by
such policy not less than Three Million Dollars ($3,000,000.00) each claim to
assure CITY the indemnification specified in Section 50.04. Such policy may
carry a deductible; however, any deductible shall not exceed One Hundred
Thousand Dollars ($100,000.00) for each claim. The Certificate of Insurance for
Professional Liability Insurance shall reference the applicable deductible and the
Project.
50.05.02 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 Employer's
Liability with a limit of$100,000.00 for each accident.
50.05.03 Comprehensive General Liability with minimum limits of two million
Dollars ($1,000,000.00 primary and excess of $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:
1. Premises and/or Operations;
2. Independent Contractors; and
3. Products and/or Completed Operations.
The DESIGN/BUILD FIRM shall maintain in force until at least three (3) years
after final completion of the Project coverage for Products and Completed
Operations, including Broad Form Property Damage:
1. Explosion, Collapse and Underground Coverage's;
2. Broad Form Property Damage;
3. Broad Form Contractual Coverage applicable to this specific Agreement,
including any hold harmless and/or indemnification agreement; and
4. Personal Injury Coverage with Employees and Contractual Exclusions
removed with minimum limits of coverage equal to those required for
Bodily Injury Liability and Property Damage Liability.
Notice of Cancellation and/or Restriction - The policy(ies) must be endorsed to
provide the CITY with thirty(30)days notice of cancellation and/or restriction.
50.05.04 Business Automobile Liability with minimum limits of Three
Hundred Thousand Dollars ($300,000.00) 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:
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1. Owned vehicles; and
2. Non-owned and hired vehicles.
50.05.05 An All Risk Builder's Risk Insurance Policy will be provided by CITY
for this Project. The Builder's Risk Certificate of Insurance is issued with a Ten
Thousand Dollar ($10,000.00) deductible per claim. In the event a claim occurs
for this Project, DESIGN/BUILD FIRM will pay fifty percent (50%) or Five
Thousand Dollars ($5,000.00) expenditure for its portion of the deductible.
50.05.06 Notice of Cancellation, Expiration and/or Restriction: The policy(ies)
must be endorsed to provide the City of Miami Beach, Florida, with thirty (30)
calendar days notice of cancellation, expiration and/or restriction, to the
attention of the Risk Manager,1700 Convention Center Drive, Miami Beach,
Florida 33139.
50.05.07 DESIGN/BUILD FIRM shall furnish to the Contract Administrator
Certificate(s) of Insurance evidencing the insurance coverage's required herein
prior to final award by the Board. Such certificate(s) shall reference this
Agreement. CITY reserves the right to require a certified copy of such policies
CITY shall be given thin 30
certificates shall state that C Y ( )
upon request. All cert 9
calendar days' prior written notice of cancellation and/or expiration.
50.05.08 DESIGN/BUILD FIRM shall provide to CITY a Certificate of
Insurance or a copy of all insurance policies required under this Article.. The
City's Risk Manager reserves the right to require certified copies if requested.
Endorsements and certifications shall state CITY is to be given thirty (30)
calendar days'written notice prior to expiration or cancellation of the policy.
ARTICLE 51 MISCELLANEOUS
51.01 ROYALTIES AND PATENTS
All fees, royalties, and claims for any invention, or pretended invention, 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 this Project or appurtenances, are hereby
included in the prices stipulated in this Agreement for said Project.
51.02 DATUM
All elevations are referred to as City of Miami Beach Bay Datum.
51.03 RIGHTS OF VARIOUS INTERESTS
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Whenever work being done by CITY'S forces or by other contractors is contiguous to
work covered by this Agreement, 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.
51.04 ASSIGNMENT
This Agreement shall not be assigned or subcontracted a whole without the written
consent of the City, nor shall DESIGN/BUILD FIRM assign any monies due or to
become due to it hereunder, without the prior written consent of the City.
51.05 NO INTEREST
Any monies not paid by CITY when claimed to be due to DESIGN/BUILD FIRM under
this Agreement shall not be subject -to interest. However, the provisions of CITY'S
prompt payment ordinance, as such relates to timeliness of payment, and the provisions
of Section 218.74(4), Florida Statutes, as such relates to the payment of interest, shall
apply to valid and proper invoices.
51.06 OWNERSHIP OF DOCUMENTS
Drawing, specifications, design, models, photographs, computer AutoCAD disks,
reports, surveys, and other data provided in connection with this Agreement and for
which CITY has rendered payment, are and shall become and remain the. property of
CITY whether the Project for which they are made is executed or not. If this Agreement
is terminated for any reason prior to completion of the Work, CITY may, in its discretion,
use any design and documents prepared hereunder for the purpose of completing the
Project, provided that CITY has paid for same; and provided further that if such
termination occurs prior to completion of documents and/or through no fault of
DESIGN/BUILD FIRM; DESIGN/BUILD FIRM shall have no liability for such use; and
provided further that any reuse without the written verification or adaptation of
DESIGN/BUILD FIRM for the specific purpose intended will be without liability or legal
exposure to DESIGN/BUILD FIRM. At the completion of the Project, as part of-the
Project closeout, copies of all drawings on AutoCAD disks shall be transmitted from
DESIGN/BUILD FIRM to the Contract,Administrator within seven (7) calendar days of
termination of this Agreement in addition to the record drawing. The provisions of this
clause shall survive termination or expiration of this Agreement and shall thereafter
remain in full force and effect. Any compensation due to DESIGN/BUILD FIRM shall be
withheld until all documents are received as provided herein. Notwithstanding the
foregoing, the CITY retains ownership of any and all documents provided to the
DESIGN/BUILD FIRM and has full use thereof without any further payment.
51.07 RECORDS
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1
DESIGN/BUILD FIRM shall keep such records and accounts and require its Contractor,
Consultant, and Subcontractors to keep records and accounts as may be necessary in
order to record complete and correct entries as to personnel hours charged to this
engagement. Such books and records 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 the Project pursuant to this Agreement. Incomplete or incorrect entries in
such books and records will be grounds for disallowance by CITY of any fees or
expenses based upon such entries.
51.08 NONDISCRIMINATION, EQUAL EMPLOYMENT OPPORTUNITY, AND
AMERICANS WITH DISABILITIES ACT
DESIGN/BUILD FIRM shall not unlawfully discriminate against any person in its
operations and activities in its use or expenditure of the funds or any portion of the
funds provided by this Agreement and shall affirmatively comply with all applicable
provisions of the Americans with Disabilities Act in the course of providing any services
11 of the (regarding
din Titles I and 9
funded in whole or in part by CITY, including ( 9
I regulations,
nondiscrimination on the basis of disability), and all applicable g uidelines,
and standards.
DESIGN/BUILD FIRM'S decisions regarding the delivery of work and 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 or appropriately
used as a basis for service delivery.
DESIGN/BUILD FIRM shall comply with Title I of the Americans with Disabilities Act
regarding nondiscrimination on the basis of disability in employment and further shall
not discriminate against any employee or applicant for employment because of race,
age, religion, color, gender, sexual orientation, national origin, marital status, political
affiliation, or physical or mental disability. In addition, DESIGN/BUILD FIRM shall take
affirmative steps to ensure nondiscrimination in employment against disabled persons.
Such actions shall include, but not be limited to, the following: employment, upgrading,
demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of
pay, other forms of compensation, terms and conditions of employment, training
(including apprenticeship), and accessibility.
DESIGN/BUILD FIRM shall take affirmative action to ensure that applicants are
employed and employees are treated without regard to race, age, religion, color,
gender, sexual orientation, national origin, marital status, political affiliation, or physical
or mental disability during employment. Such actions shall include, but not be limited to,
the following: employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff, termination, rates of pay, other forms of compensation, terms and
conditions of employment, training (including apprenticeship), and accessibility.
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DESIGN/BUILD FIRM shall not engage in or commit any discriminatory practice in
violation of the CITY'S Human Rights Ordinance, as same may be amended form time
to time, in performing the Scope of Services or any part of the Scope of Services of this
Agreement.
51.09 NO CONTINGENT FEE
DESIGN/BUILD FIRM warrants that it has not employed or retained any company or
person, other than a bona fide employee working solely for DESIGN/BUILD FIRM to
solicit or secure this Agreement and that it has not paid or agreed to pay any person,
company, corporation, individual or firm, other than a bona fide employee working solely
for DESIGN/BUILD FIRM, any fee, commission, percentage, gift, or other consideration
contingent upon or resulting from the award or making of this Agreement. For the
breach or violation of this provision, CITY shall have the right to terminate the
Agreement without liability at its discretion, to deduct from the Contract Price, or
otherwise recover, the full amount of such fee, commission, percentage, gift_ or
consideration.
51.10 ALL PRIOR AGREEMENTS SUPERSEDED: AMENDMENTS
The Contract Documents incorporate and include 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 the Contract Documents. Accordingly it is agreed 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.
51.11 NOTICES
Whenever either party desires to give notice unto the other, it must be given by written
notice, sent by certified United States mail, with 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 dompliance
with the provisions of this paragraph. For the present, the parties designate the
following as the respective places for giving of notice:
FOR CITY:
City of Miami Beach
Capital Improvement Projects Office
1700 Convention Center Drive
Miami Beach, Florida 33139
c/o CIP Director
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WITH COPY TO:
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
c/o City Manager
and
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
c/o City Attorney
FOR DESIGN/BUILD FIRM:
51.12 TRUTH-IN-NEGOTIATION CERTIFICATE
Signature of this Agreement by DESIGN/BUILD FIRM shall act as the execution of a
Truth-in-Negotiation Certificate stating that wage rates and other factual unit costs
supporting the compensation of this Agreement are accurate, complete, and current at
the time of contracting. The original Contract Price and any additions thereto shall be
adjusted to exclude any significant sums by which CITY determines the Contract Price
was increased due to inaccurate, incomplete, or non-current wage rates and other
factual unit costs. All such Contract adjustments shall be made within one (1) year
following completion and acceptance of the Project.
51.13 INTERPRETATION
The parties hereto acknowledge and agree that the language used in this Agreement
expresses their mutual intent, and no rule of strict construction shall apply to either party
hereto. The headings contained in this Agreement are"for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement. All personal
pronouns used in this Agreement shall include the other gender, and the singular shall
include the plural, and vice versa, unless the context otherwise requires. Terms such as
"herein,""hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and
not to the particular sentence, paragraph or section where they appear, unless the
context requires otherwise. Whenever reference is made to a Section or Article of thin
Agreement, such reference is to the Section or Article as a whole, including all of the
subsections and subparagraphs of such Section or Article, unless the reference is
expressly made to a particular subsection or subparagraph of such Section or Article.
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51.14 RECYCLED CONTENT
In support of the Florida Waste Management Law, DESIGN/BUILD FIRM is encouraged
to supply any information available regarding recycled material content in the products
provided. CITY is particularly interested in the type of recycled material used (such as
paper, plastic, glass, metal, etc.); and the percentage of recycled material contained in
the product. CITY also requests information regarding any known or potential material
content in the product that may be extracted and recycled after the product has served
its intended purpose.
51.15 PUBLIC ENTITY CRIMES ACT
In accordance with the Public Entity Crimes Act, Section 287.133, Florida Statutes, a
person or affiliate who is a contractor, consultant or other provider, who has been
placed on the convicted vendor list following a conviction for a Public Entity Crime, may
not submit a bid on a contract to provide any goods or services to the CITY, may not
submit a bid on a contract with the CITY for the construction or repair of a public
building or public work, may not submit bids on leases of real property to the CITY, may
not be awarded or perform work as a contractor supplier, Subcontractor or consultant
under a contract with the CITY and may not transact any business with the CITY in
excess of the threshold amount provided in Section 287.017, Florida Statutes, as
amended, for category two purchases for a period of thirty-six (36) months from the date
of being placed on the convicted vendor list. Violation of this section shall result in
cancellation of the CITY purchase and may result in debarment.
51.16 APPLICABLE LAW AND VENUE
This Contract shall be enforceable in Miami-Dade County, Florida, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or
conditions herein, exclusive venue for the enforcement of same shall be.in Miami-Dade
County, Florida. BY ENTERING INTO THIS CONTRACT, DESIGN/BUILD FIRM 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 THE
PROJECT. DESIGN/BUILD FIRM SHALL SPECIFICALLY BIND ITS PROJECT TEAM
MEMBERS AND ANY AND ALL'SUBCONTRACTORS TO THE PROVISIONS OF THE
CONTRACT.
51.17 PUBLIC INFORMATION
This DESIGN/BUILD FIRM shall employ or subcontract a professional Public
Information Officer, approved by the Contract Administrator, to coordinate the public
information component of the Work. The Public Information Officer shall be responsible
for writing public involvement plans for the Project; identifying potential impacts to the
public as a result of Contract Documents; preparing and disseminating collateral
materials to the public; developing strategic alliances and partnerships. with the
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community; preparing and presenting project information for meetings; coordinating
resolution of issues; maintaining a database of stakeholders; preparing information for
CITY website updates; performing media responses in writing, as needed; coordinating
formal and informal public meetings; and executing other duties relevant to the position,
as deemed necessary by the Contract Administrator. At a minimum,-the DESIGN/BUILD
FIRM'S public relations, community involvement and customer service work, as it
relates to the Project, shall include, at no additional cost to the CITY, the following:
1. Developing a Public Involvement Plan;
2. Developing Project-related informational material;
3. Communicating Project information and addressing concerns;
4. Preparing related media communications and informational materials;
5. Coordinating emergency communications;
6. Developing presentations and talking points;
7. Planning, organizing and attending special events and meetings ;
8. Preparing audio/video presentations;
9. Writing newsletters and feature stories; and
1 o.Translating collateral material developed.
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IN WITNESS WHEREOF, the parties have set their hands and seals the day and year
first above written.
ATTEST: THE CITY OF MIAMI BEACH, FLORIDA
Rafael Granado, City Clerk Mattie Herrera Bower, Mayor
DESIGN/BUILD FIRM MUST EXECUTE THIS CONTRACT AS INDICATED BELOW.
[If incorporated sign below]
DESIGN/BUILD FIRM/
ATTEST:
By:
(Secretary) (President)
(Corporate Seal) (Print Name and Title)
day of , 20
CITY REQUIRES FIVE (5) FULLY-EXECUTED CONTRACTS, FOR DISTRIBUTION.
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