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Agreement with Team Contracting, Inc. AGREEMENT Between CITY OF MIAMI BEACH, FLORIDA and TEAM CONTRACTING, INC. for DESIGN/BUILD SERVICES FOR THE LONDON HOUSE REHABILITATION & RESTORATION PROJECT This is an Agreement (the "Agreement") between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation of the State of Florida, its successors and assigns, hereinafter referred to as "CITY." AND TEAM CONTACTING, INC., 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 1.01 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 1 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 DCP, 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/which 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 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. 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 matters concerning the Agreement. 1.12 Contract Documents: This Agreement (as approved by the Mayor and City Commission, and executed by the Mayor and City Clerk) and any addendums, exhibits or amendments thereto; Change Orders; the performance bond and payment bonds; the DCP; the Construction Documents, including but not limited to, the Plans and Specifications (as approved and permitted) as prepared by the DESIGN/BUILD FIRM in accordance with the DCP; 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, 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: Team Contracting, Inc., 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 (DCP): 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, in compliance with the requirements of Section 287.055, Florida Statutes. 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, Florida Statutes, to practice engineering; who is employed by or retained by the CITY to provide professional services in compliance with the requirements of Section 287.055, Florida Statutes, 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 who shall evaluate compliance of Project construction with the DCP. 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 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 required 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" electronic DVD's (including, without limitation, electronic DVD's 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: Team Contracting, Inc., 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; (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 law"), 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 / BUILD FIRM GUARANTEES NOT TO EXCEED, FOR ALL LABOR, EQUIPMENT, AND MATERIALS TO DESIGN, PERMIT, ADMINISTER, COORDINATE, INSPECT, CONSTRUCT, AND INSTALL THE PROJECT WITHIN 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. 4 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. 1.28 Project: The DESIGN/BUILD FIRM will be responsible for the design, permitting, construction and construction management associated with the rehabilitation and restoration of the historic.London House Project. The Project limits consist of the properties located at 1965 & 1975 Washington Avenue. A DCP 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 exterior Architectural Features, Structural Shell (including sheathing), Site Construction, Concrete, Masonry, Rough and Finish Carpentry, Thermal and moisture. protection, Doors and Windows, Interior Finishes, Equipment, Conveying Systems, Plumbing, Mechanical and Electrical. 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, and the CITY's regulatory departments (i.e. Public Works, Fire, Building, etc.). 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. 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 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. 5 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 Contract Time for 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 and warrants to City 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 other Contract Documents (including, without limitations, the DCP) a functionally complete Project to be designed and constructed in accordance with the Contract Documents, for 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 DCP 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 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 this Agreement. 6 2.04 Preliminary Matters: 2.04.01 Within five (5) calendar days prior to the pre-construction conference 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 inclusive of all contract scope, 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 O CPM (X) Computerized CPM using the latest edition of the Primavera 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 of Primavera 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. DESIGN/BUILD FIRM shall submit monthly, with each requisition for payment, an update of the CPM Project Schedule (with a 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, to develop and update the Primavera CPM Project "Base Line" Schedule. - 7 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. 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 8 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 DESIGN/BUILD 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 DESIGN/BUILD 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 Project Manager as providing a workable arrangement for processing the submissions. The finalized Schedule of Values 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 DESIGN/BUILD FIRM shall cause all Materials and other parts of the 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 DCP to describe a functionally complete Project to be designed and constructed by the DESIGN/BUILD FIRM in accordance with the Contract Documents, within the Contract Time and for 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. 9 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 shall have the following order of precedence, beginning with the most important: 1. This Agreement (Contract) and all exhibits, addendums, and amendments thereto; 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 described by the DCP, 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, within the Contract Time and for the Guaranteed Maximum Price. 5.02 DESIGN/BUILD FIRM agrees to meet with Contract Administrator and/or Project Manager or their respective 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 10 Contract Administrator a CPM Project "Base Line" Schedule, and such other items as required in Section 2.04 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. 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 Manager, 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. 11 5.04.12 The Construction Manager will coordinate the correction and completion of the Work including that required 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. 5.05.02 Consultant shall design the Project so as to comply with all 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 DCP, 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, 12 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: 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 testing thereof for general conformance and compliance with the intent of the DCP. 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 and Guaranteed Maximum Price. 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 thirty (30) 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, and following the issuance of the first Notice-to-Proceed, the City's intent is to issue multiple Notices-to-Proceed for the Construction Phase of this Contract. DESIGN/BUILD FIRM shall commence designing, 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. 13 6.02.01.1 The CITY may issue phased (i.e. multiple) Notices to Proceed for the Construction Phase based on the receipt of permits from the respective regulatory agencies. The receipt of all necessary permits by DESIGN/BUILD FIRM and review, approval, and acceptance 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 any 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 regulatory agencies require. DESIGN/BUILD FIRM .shall submit all necessary documents required by this Section within twenty-one (21) calendar days of the issuance of the first Notice-to-Proceed. 6.02.02 The DESIGN / BUILD FIRM shall complete the Design Phase for the building located at 1965 Washington Ave. within 30 calendar days of Notice-to-Proceed No. 1. 6.02.03 The DESIGN / BUILD FIRM shall complete the permitting and construction phase for the building located at 1965 Washington Ave. and be substantially complete within 180 calendar days from issuance of Notice- to-Proceed No. 2. 6.02.04 The DESIGN / BUILD FIRM shall complete the design phase for the building located at 1975 Washington Ave. within 90 calendar days of Notice-to-Proceed No. 1. 6.02.05 The DESIGN / BUILD FIRM shall complete the permitting and construction phase for the building located at 1975 Washington Ave. and be substantially complete within 360 calendar days from issuance of Notice- to-Proceed No. 3. 6.03 TIME IS OF THE ESSENCE THROUGHOUT THIS CONTRACT. THE WORK SHALL BE SUBSTANTIALLY COMPLETED FOR THE BUILDING LOCATED AT 1965 WASHINGTON AVE. WITHIN ONE HUNDRED EIGHTY (180) CALENDAR DAYS FROM THE DATE SPECIFIED IN THE SECOND NOTICE-TO-PROCEED AND COMPLETED AND READY FOR FINAL PAYMENT, IN ACCORDANCE WITH ARTICLE 8, WITHIN THIRTY (30) CALENDAR DAYS FROM THE DATE CERTIFIED BY CONTRACT ADMINISTRATOR AS THE DATE OF SUBSTANTIAL COMPLETION.THE WORK SHALL BE SUBSTANTIALLY COMPLETED FOR THE BUILDING LOCATED AT 1975 WASHINGTON AVE. WITHIN THREE HUNDRED SIXTY (360) CALENDAR DAYS FROM THE DATE SPECIFIED IN THE THIRD NOTICE-TO-PROCEED AND COMPLETED AND READY FOR FINAL PAYMENT, IN ACCORDANCE WITH ARTICLE 8, WITHIN THIRTY (30) 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 Work within the total specified period of time, plus approved time extensions, DESIGN/BUILD FIRM shall pay to CITY the sum of One Thousand Dollars ($ 1,000.00) for each calendar day after the time specified in Article 6 (plus any approved time extensions) for Substantial Completion. After Substantial Completion, should DESIGN/BUILD FIRM fail to complete the remaining Work within ten (10) calendar days after said thirty (30) calendars day period for completion and readiness for final payment, DESIGN/BUILD FIRM shall pay to CITY the sum of One Thousand Dollars ($ 1,000.00) for each calendar day after said ten 14 (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 the parties, recognizing the impossibility of precisely ascertaining the amount of damages that will be sustained by CITY as a consequence of such delay, and both parties desiring to obviate any question of dispute concerning the amount of said damages and the cost and effect of the failure of 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 Section 8.02. 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. 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, permitting, construction, and the construction management associated with the Project. 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 DESIGN/BUILD 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 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 liable, to the same extent DESIGN/BUILD FIRM is responsible for the acts and omissions of persons 15 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 [Intentionally omitted] 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 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 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. 16 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 for 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 thirty (30) 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 eff icient business administration, coordination, management and supervision of the Work and services required to complete the Project, and shall cooperate with the Project Manager and the Contract 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 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. 17 7.15 The DESIGN/BUILD FIRM warrants to CITY that it has thoroughly reviewed and studied the.DCP, and has determined that it is in conformance with Applicable Laws, and is complete and sufficiently coordinated to perform the Work for the Guaranteed Maximum Price and the Contract Time. DESIGN/BUILD FIRM warrants to CITY that the DCP is consistent, practical, feasible and constructible. DESIGN/BUILD FIRM further warrants to CITY that the Work described in the DCP is constructible for the Guaranteed Maximum Price and within the Contract Time. THE CITY DISCLAIMS ANY WARRANTY THAT THE DCP, 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 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 agreed to by the DESIGN/BUILD FIRM and CITY under this Contract, payable to complete the Work in accordance with the Agreement and DCP 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, shall not exceed $3,725,533.35. 18 8.01.02 In the event that the DESIGN/BUILD FIRM'S total approved expenditures for the Project exceed the Guaranteed Maximum Price, the DESIGN/BUILD 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 DESIGN/BUILD FIRM shall have no claim against the CITY on account thereof. 8.02 METHOD OF BILLING AND PAYMENT 8.02.01 During the Construction Phase, DESIGN/BUILD 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 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; 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 thirty (30) calendar days after receipt of a proper requisition for payment, 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. 8.02.01.01 The Design Build Firm is advised that the City is willing to pay for Stored Materials when those materials are stored in a bonded warehouse or in facilities which the City has approved and under the following terms and conditions: a. The Design Build Firm shall prepare and submit an Affidavit for Payment of Stored Materials fully executed with the Application for Payment to request payment for any stored material(s). 19 b. The Affidavit for Payment shall include the following documents: i. Certified Bill(s) of Sale showing that the Design Build Firm has paid for the material(s) and has clear marketable title to the material(s). ii. Copy of the certificate of insurance of the storage facility where the material is stored. iii. Itemized invoice of the material showing description, unit cost, quantity and total value of stored material. iv. Provide an explanation for the circumstances giving rise to the request. The explanation shall include the anticipated installation date of the stored material, in accordance with the approved baseline schedule. c. If and when, the Design Build Firm requests payment of stored material, the Design Build Firm shall revise the schedule of values, bid line item(s) into two separate components that will indicate the costs of material and labor in lieu of a lump sum amount. d. The Contract Administrator shall verify IN. WRITING, the following, when processing a request for Payment of Stored Material(s) submitted by the Design Build Firm: i. Confirm that the requested quantities are in accordance with the scope of the contract and that the material complies with the pertinent technical specifications and the approved shop drawings. ii. Confirm appropriateness of the price of the material. The contractor must include an itemized invoice from the supplier as a back up to his request. The payment for stored material shall only include the price of the uninstalled material. The payment shall not include the portion necessary for the installation cost, general conditions, and final installed warranty costs. The payment shall not exceed the lump sum amount included in the lump sum bid line item of the contract. iii. Confirm that the storage facility is safe, secured and insuredr The Insurance Certificate shall include coverage for vandalism, weather damage, and theft. iv. Physically inspect the facility and perform an inventory of the stored material(s), prior to recommending payment. The stored material must be packaged, protected and clearly marked as City of Miami Beach property. Photographs and a written report of the Inspection shall be provided. v. Review the explanation provided by the Design Build Firm and advise of their concurrence. 20 e. Once payment is made, the Contract Administrator shall perform periodic inspections of the material at the approved storage facility to ensure that all the paid stored material(s) is intact. i. In the event the stored material is lost, damaged or unsatisfactory partial payment could be deducted on future pay applications. 8.02.02 CITY agrees that it will pay DESIGN/BUILD FIRM within thirty (30) calendar days of receipt of DESIGN/BUILD FIRM's proper requisition for payment, as provided above. 8.02.03 Ten percent (10%) of all monies earned by DESIGN/BUILD FIRM shall be retained by CITY until the Project has obtained Final Completion and been accepted by CITY, except that upon completion of the Construction Documents Phase and approval by CITY of the Work performed under such phase, the Contract Administrator may release the entire amount of the retainage pertaining to the Consultant fees associated with the Construction Documents Phase. After fifty percent (50%) of the Construction Phase of the Project has been completed, the Contract Administrator, upon written request of the DESIGN/BUILD FIRM and written Consent of Surety in support of said request, may reduce the retainage to five percent (5%) of all monies earned subsequent to the Construction Documents Phase. Any interest earned on retainage shall accrue to the benefit of 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), 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 fourteen (14) 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 21 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. rl 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. 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 vidence as to the origin, nature and quality of materials rY q Y and equipment use d 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. 22 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 claims by DESIGN/BUILD FIRM, except those previously made in writing and identified 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. 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: Team Contracting, Inc. 13911 S.W. 42"d Street, Ste. 209 Miami, Florida 33175 Attn: Julio C. Batista, President 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. 23 10.02 CITY shall arrange for access to and make all provisions for DESIGN/BUILD FIRM to enter upon public property as required for DESIGN/BUILD 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 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 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. 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. 24 ARTICLE 12 SUBCONTRACT REQUIREMENTS 12.01 [Intentionally omitted] 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. 12.05.03 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. 25 ARTICLE 13 [This Article left intentionally blank] ARTICLE 14 [This Article left intentionally blankl ARTICLE 15 SECURITY [This Article left intentionally blankl 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 DESIGN/BUILD 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 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, 26 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 18 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 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 27 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. 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, plans, specifications, reports, estimates, summaries and any and all 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 28 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. 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 to 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; 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 Administrator's 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. 29 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 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 DESIGN/BUILD 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. 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. 30 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. ARTICLE 25 [This Article left intentionally blankl 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 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, DESIGN/BUILD 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 limitation with respect to any other obligation which DESIGN/BUILD FIRM might have under Applicable Laws. 31 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, 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. DESIGN/BUILD 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 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 DESIGN/BUILD 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 32 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 contractor's work after the execution of DESIGN/BUILD FIRM'S Work. However, DESIGN/BUILD FIRM shall not be responsible 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. The 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. 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 coverage's and start of warranty for occupied area. DESIGN/BUILD FIRM shall remain 33 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. 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 34 sufficient notice to the owners of the utilities, and it shall be the sole responsibility of the DESIGN/BUILD FIRM to resolve any conflicts and make all necessary 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 Work at all times and protect adjacent Work during cleaning operations, and make good 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 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. It will be he DESIGN/BUILD FIRM'S responsibility to reserve all existing utilities 34.07 t p y p g 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 repaired at the DESIGN/BUILD FIRM'S expense. 35 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. 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 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 36 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. 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 37 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 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's, 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 ten 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 seven and a half 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. 38 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 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, DESIGN/BUILD 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, DESIGN/BUILD FIRM acknowledges and agrees that after the Guaranteed Maximum Price has been established, no Change Order shall be approved in the case where the DESIGN/BUILD FIRM encounters a DCP discrepancy and has failed to foresee and/or coordinate any conditions in the Work, including conflicts 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 DCP and the Contract Documents, and provided only that said discrepancy results from the 39 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 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, 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 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 40 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 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 Section 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. 41 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-approved 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 FIRM'S 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 DESIGN/BUILD FIRM'S comments as to compliance, noncompliance, or features 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, 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. 42 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: 43.01.01 Survey work required in execution of the Project. 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. 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 building conditions; final building 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. 43 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. 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. DESIGN/BUILD 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. ARTICLE 46 (This Article left intentionally blank) ARTICLE 47 ( This Article left intentionally blank) 44 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 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. 45 -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: 50.03.01 A separate performance bond and payment 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. 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 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, 46 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 fees, and from any and all suits and actions of every name and description that 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 officers, agents or employees, are alleged to be liable. 50.04.03 The indemnification provided above shall obligate DESIGN/BUILD 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. 50.04.04 The execution of this Agreement by DESIGN/BUILD FIRM shall 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. 47 50.05 INSURANCE: DESIGN/BUILD FIRM shall furnish to the City's Department of Procurement Management, City of Miami Beach, 1700 Convention Center Drive, 3rd Floor, Miami Beach, Florida 33139, Certificate(s) of Insurance which indicate that insurance coverage has been obtained which meets the requirements as outlined below: A. Worker's Compensation Insurance for all employees of the DESIGN/BUILD FIRM, as required by Chapter 440, Florida Statues. B. Commercial General Liability on a comprehensive basis, including Contractual Liability, Products/Completed Operations, in an amount not less than $1,000,000 combined single limit per occurrence for bodily injury and property damage. City of Miami Beach must be shown as an additional insured with respect to this coverage. C. Automobile Liability Insurance covering all owned, non-owned and S6hired vehicles used in connection with the work, in an amount not less than $1,000,000 combined single limit per occurrence for bodily injury and property damage. D. Professional (Design Errors & Omissions) Liability Insurance in an amount not less than $1,000,000 with the deductible per claim, if any, not ° be endorsed to to exceed 10/° of the limit of liability. The policy must provide coverage for up to three (3) years after project completion. The policy is to be on a primary basis if other professional liability is carried. E. Installation Floater Insurance including coverage for material & rc � equipment to be installed during the course of this project. City of Miami J ' NL ;;,Beach shall be included as a Named Insured on this policy, as its insurable interest may appear. This policy shall remain in force until acceptance of the Project by the City. All deductibles for insurance required in this Agreement are the responsibility of the DBF. The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals, which most nearly reflect the operations of the DBF. All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: The company must be rated no less than "B" as to management, and no less than "Class V" as to financial strength, by the latest edition of Bests Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of the City Risk Management Division. or The company must.hold a valid Florida Certificate of Authority as shown in the latest "List of All Insurance Companies Authorized or Approved to Do 48 TEAMC-2 OP ID: MO DATE(MMIDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 1 09/12/14 HTS UPON THE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS ALTER TIHE COVERAGE AF.FORDEDABY THE CERTIFICATE THIS CERTIFICATE AUTHORIZED CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND O BELOW. THIS CERTIFICATE ,OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)m A stbatementront his certiROGe does not conferDrights,to the the terms and conditions of the policy,certain policies may require an endorsement. certificate holder in lieu of such endorsement(s). CONTACT PRODUCER 305-446-2271 NAME: -- FAX PHONE A/C No)' Kahn.- arlin&Company,Inc. 305-448-3127 AIC No Ext: 3350 S.Dixie Highway E-MAIL ADDRESS: A Miami,FL 33133-9984 INSURERS)AFFORDING COVERAGE Michael A.Bonet INSURER A:Starr Surplus Lines Ins Co INSURtu Team Contracting,Inc. INSURER B:Sentinel Insurance Compan LTD 13911 SW 42nd Street,Ste 209 INSURER c:Commerce&Industry Ins Co Miami,FL 33175 INSURER D:Bridgefield Employers Ins Co INSURER E: INSURER F REVISION NUMBER: COVERAGES CERTIFICATE NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAV F ANY CONTRACT OR OTHER DOCUMENT WITH REOSPECT TO WHICH TERMS, INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AY HAVE BEEN REDUCED BY PAID CLAIMSD HEREIN IS SUBJECT TO AL EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN POLICY EFF POLICY EXP LIMITS POLICY NUMBER MMIDD/YYYY MM/DD/YYYY 1,000,000 ILTR TYPE OF INSURANCE EACH OCCURRENCE $ GENERAL LIABILITY $ 100'000 X SLPGGL0251300 05112/14 05/12/15 PREMISES Ea occurrence 5,000 A X COMMERCIAL GENERAL LIABILITY MED EXP(Any one person) $ CLAIMS-MADE ❑OCCUR 1'000'000 PERSONAL&ADV INJURY $ X PER PROJECT AGG 2,000,000 GENERAL AGGREGATE $ PRODUCTS-COMP/OP AGG $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: $ POLICY X PRO LOC COMBINED SINGLE LIMIT $ 1,000,000 Ea accident AUTOMOBILE LIABILITY 21 UECZE0758 02125114 02/25115 BODILY INJURY(Per person) $ B X ANY AUTO BODILY INJURY(Per accident) $ ALL OWNED SCHEDULED PROPERTY DAMAGE $ AUTOS AUTOS Per accident X NON-0 WNED $ X HIRED AUTOS AUTOS EACH OCCURRENCE $ 3,000,000 UMBRELLA LIAR X OCCUR $ 3,000,000 BE012821507 05112/14 05112115 AGGREGATE C EXCESS LIAB CLAIMS-MADE $ DED X I RETENTION$ 0 X ORY L M TS ER WORKERS COMPENSATION 1,000,000 AND EMPLOYERS'LIABILITY 83041244 03103/14 03103/15 E.L.EACH ACCIDENT $ Y 1,000,000 D ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ N/A E.L.DISEASE-EA EMPLOYEE $ OFFICERIMEMBER EXCLUDED? 1,000,000 (Mandatory in NH) E.L.DISEASE-POLICY LIMIT $ If yes,describe under DESCRIPTION OF OPERATIONS below arks Schedule,if more space is required) DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (Attach ACORD 101,Additional Rem RFP No. 2014-206-SR Re: Design/Build Service for the London House Rehabilitation & Restoration Project city of Miami Beach is Additional Insured as respects to General Liability. CANCELLATION CERTIFICATE HOLDER MIAM-03 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Miami Beach ACCORDANCE WITH THE POLICY PROVISIONS. 1700 Convention Center Drive AUTHORIZED REPRESENTATIVE 3rd Floor Miami Beach,FL 33139 — ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD Business in Florida" issued by the State of Florida Department of Insurance and are members of the Florida Guaranty Fund. Certificates will indicate no modification or change in insurance shall be made without thirty (30) days in advance notice to the certificate holder. CERTIFICATE HOLDER MUST READ: CITY OF MIAMI BEACH 1700 CONVENTION CENTER DRIVE, 3 d FLOOR MIAMI BEACH, FL 33139 Compliance with the foregoing requirements shall not relieve the vendor of his liability and obligation under this section or under any other section of this agreement. 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 to refer to the North American Vertical Datum of 1988 (NAVD). 51.03 RIGHTS OF VARIOUS INTERESTS: 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 49 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 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 funded in whole or in part by CITY, including Titles I and 11 of the (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, 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. 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 50 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 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 compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice: FOR CITY: City of Miami Beach Capital Improvement Projects Office 1700 Convention Center Drive Miami Beach, Florida 33139 c/o CIP Director WITH COPY TO: City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 c/o City Manager 51 and City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 c/o City Attorney FOR DESIGN/BUILD FIRM: Team Contracting, Inc. 13911 S.W. 42nd Street, Ste. 209 Miami, Florida 33175 c/o Julio C. Batista, President 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 this 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. 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 52 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 CONTRACTOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW Pursuant to Section 119.0701 of the Florida Statutes, if the Contractor meets the definition of"Contractor" as defined in Section 119.0701(1)(a), the Contractor shall: a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service; b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; and d) Meet all requirements for retaining public records and transfer to the City, at no City cost, all public records created, received, maintained and/or directly related to the performance of this Agreement that are in possession of the Contractor upon termination of this Agreement. Upon termination of this Agreement, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. For purposes of this Article, the term "public records" shall mean all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business of the City. 53 Contractor's failure to comply with the public records disclosure requirement set forth in Section 119.0701 of the Florida Statutes shall be a breach of this Agreement. In the event the Contractor does not comply with the public records disclosure requirement set forth in Section 119.0701 of the Florida Statutes, the City may, at the City's sole discretion, avail itself of the remedies set forth under this Agreement and available at law. ARTICLE 52 ADDITIONAL PROVISIONS FEDERAL GRANT PROJECTS By virtue of the fact that the funding of this Project will be delivered in full or in part from the United States government through Neighborhood Stabilization Program 3 (NSP3), Community Development Block Grant (CDBG), and HOME Investment Partnerships Program (HOME), federal assurances must follow the grant application in addition to any and all supervening assurances set forth in Rules and Regulations published in Federal Register or CFR. Clauses, terms or conditions required by federal grantor agency are hereby attached and made a part of this Agreement as shown below. EMPLOYMENT AND CONTRACTING The City and the DESIGN/BUILD FIRM must comply with the regulations below governing employment and contracting opportunities. These concern equal opportunity, labor requirements and contracting/procurement procedures. Equal Opportunity The City and the DESIGN/BUILD FIRM must comply with the following regulations that ensure equal opportunity for employment and contracting. • Equal Employment Opportunity, Executive Order 11246, as amended: Prohibits discrimination against any employee or applicant for employment because of race, color, religion, sex or national origin. Provisions to effectuate this prohibition must be included in all construction contracts exceeding $10,000. Implementing regulations may be found at 41 CFR Part 60. • Section 3 of the Housing and Urban Development Act of 1968: Requires that, to the greatest extent feasible, opportunities for training and employment arising from CDBG funds will be provided to low-income persons residing in the program service area. Also, to the greatest extent feasible, contracts for work (all types) to be performed in connection with CDBG will be awarded to business concerns that are located in or owned by persons residing in the program service area. • Minority/Women's Business Enterprise: Under Executive Orders 11625, 12432 and 12138, the DESIGN/BUILD FIRM must prescribe procedures acceptable to HUD for a minority outreach program to ensure the inclusion, to the maximum extent possible, of minorities and women, and entities owned by minorities and women, in all contracts (see 24 CFR 85.36(e)). 54 Labor Requirements The DESIGN/BUILD FIRM must comply with certain regulations on wage and labor standards. In the case of Davis-Bacon and the Contract Work Hours and Safety Standards Acts, every contract for construction (in the case of residential construction, projects with eight or more units) triggers the requirements. • Davis-Bacon and Related Acts (40 USC 276(A)-7): Ensures that mechanics and laborers employed in construction work under Federally-assisted contracts are paid wages and fringe benefits equal to those that prevail in the locality where the work is performed. This Act also provides for the withholding of funds to ensure compliance, and excludes from the wage requirements apprentices enrolled in bona fide apprenticeship programs. • Contract Work Hours and Safety Standards Act, as amended (40 USC 327- 333): Provides that mechanics and laborers employed on Federally-assisted construction jobs are paid time and one-half for work in excess of 40 hours per week, and provides for the payment of liquidated damages where violations occur. This Act also addresses safe and healthy working conditions. • Copeland (Anti-Kickback) Act (40 USC 276c): Governs the deductions from paychecks that are allowable. Makes it a criminal offense to induce anyone employed on a Federally assisted project to relinquish any compensation to which he/she is entitled, and requires all contractors to submit weekly payrolls and statements of compliance. • Fair Labor Standards Act of 1938, As Amended (29 USC 201, et. seg.): Establishes the basic minimum wage for all work and requires the payment of overtime at the rate of at least time and one-half. It also requires the payment of wages for the entire time that an employee is required or permitted to work, and establishes child labor standards. Contracting and Procurement Practices The CDBG program is subject to certain Federal procurement rules. In addition, the City and the DESIGN/BUILD FIRM must take measures to avoid hiring debarred or suspended contractors or subrecipients and conflict-of-interest situations. Each is briefly discussed below. • Procurement: For the City, the procurement standards of 24 CFR 85.36 apply. For non-profit organizations receiving CDBG funds, the procurement requirements at 24 CFR Part 84 apply. • Conflict of Interest: The CDBG regulations require grantees (in this case, the City), State recipients and subrecipients (the DESIGN/BUILD FIRM) to comply with two different sets of conflict-of-interest provisions. The first set of provisions comes from 24 CFR Parts 84 and 85. The second, which applies only in cases not covered by 24 CFR Parts 84 and 85, is set forth in the CDBG regulations. Both sets of requirements are discussed below. - The provisions at 24 CFR 85.36 and 24 CFR 84.42 apply in the procurement of property and services by grantees (the City), state recipients, and subrecipients (the DESIGN/BUILD FIRM). These regulations require the City and the DESIGN/BUILD FIRM to maintain 55 written standards governing the performance of their employees engaged in awarding and administering contracts. At a minimum, these standards must: - Require that no employee, officer, agent of the City or the DESIGN/BUILD FIRM shall participate in the selection, award or administration of a contract supported by CDBG if a conflict-of- interest, either real or apparent, would be involved; - Require that employees, officers and agents of the City or the DESIGN/BUILD FIRM not accept gratuities, favors or anything of monetary value from contractors, potential contractors or parties to subagreements; and - Stipulate provisions for penalties, sanctions or other disciplinary actions for violations of standards. A conflict would arise when any of the following has a financial or other interest in a firm selected for an award: - An employee, agent or officer of the City or the DESIGN/BUILD FIRM; - Any member of an employee's, agent's or officer's immediate family; - An employee's, agent's or officer's partner; or - An organization that employs or is .about to employ an employee, agent or officer of the City or the DESIGN/BUILD FIRM. The CDBG regulations at 24 CFR 570.611 governing conflict-of-interest . apply in cases not covered by 24 CFR 85.36 and 24 CFR 84.42. These provisions cover employees, agents, consultants, officers and elected or appointed officials of the grantee (the City), state recipient or subrecipient (the DESIGN/BUILD FIRM). The regulations state that no person covered who exercises or has exercised any functions or responsibilities with respect to CDBG activities or who is in a position to participate in decisions or gain inside information: - May obtain a financial interest or benefit from a CDBG activity; or - Have an interest in any contract, subcontract or agreement for themselves or for persons with business or family ties. This requirement applies to covered persons during their tenure and for one year after leaving the grantee (the City), the state recipient or subrecipient(the DESIGN/BUILD FIRM) entity. Upon written request, exceptions to both sets of provisions may be granted by HUD on a case-by-case only after the City has: - Disclosed the full nature of the conflict and submitted .proof that the disclosure has been made public; and - Provided a legal opinion from the City stating that there would be no violation of state or local law if the exception were granted. Debarred contractors: In accordance with 24 CFR Part 5, CDBG funds may not be used to directly or indirectly employ, award contracts to or otherwise engage the services of any contractor or subrecipient during any period of debarment, suspension or placement of ineligibility status. The City should check all contractors, subcontractors, lower-tier contractors or subrecipients 56 against the Federal publication that lists debarred, suspended and ineligible contractors at https://www.sam.izov/portal/public/SAM/. 57 STATEMENT OF COMPLIANCE (DAVIS BACON ACT) No. Contract No. Project Title The undersigned DESIGN/BUILD FIRM hereby swears under penalty of perjury that, during the period covered by the application for payment to which this statement is attached, all mechanics, laborers, and apprentices, employed or working on the site of the Project, have been paid at wage rates, and that the wage rates of payments, contributions, or costs for fringe benefits have not been less than those required by the Davis Bacon Act and the applicable conditions of the Contract. Dated , 20 DESIGN/BUILD FIRM BY'. i (Signature) By: (Print Name and Title) STATE OF SS COUNTY OF ) The foregoing instrument was acknowledged before me this day of 20_, by who is personally known to me or who has produced as identification and who did/did not take an oath. WITNESS my hand and official seal, this day of , 20_. (NOTARY SEAL) (Signature of person taking acknowledgment) (Name of officer taking acknowledgment) (typed, printed or stamped) (Title or rank) (Serial number, if any) My commission expires: 58 CERTIFICATE OF SUBSTANTIAL COMPLETION: PROJECT: Consultant: (name, address) BID/CONTRACT NUMBER: TO (City): Contractor CONTRACT FOR: NOTICE TO PROCEED DATE: DATE OF ISSUANCE: PROJECT OR DESIGNATED PORTION SHALL INCLUDE: The Work performed under this Contract has been reviewed and found to be substantially complete and all documents required to be submitted by DESIGN/BUILD FIRM under the Contract Documents have been received and accepted. The Date of Substantial Completion of the Project or portion thereof designated above is hereby P J P 9 Y established as which is also the date of commencement of applicable warranties required b the PP q Y Contract Documents, except as stated below. DEFINITION OF DATE OF SUBSTANTIAL COMPLETION The Date of Substantial Completion of the Work or portion thereof designated by City is the date certified by Consultant when all conditions and requirements of permits and regulatory agencies have been satisfied and the Work, is sufficiently complete in accordance with the Contract Documents, so the Project is available for beneficial occupancy by City. A Certificate of Occupancy must be issued for Substantial Completion to be achieved, however, the issuance of a Certificate of Occupancy or the date thereof are not to be determinative of the achievement or date of Substantial Completion. A list of items to be completed or corrected, prepared by Consultant and approved by City, is attached hereto. The failure to include any items on such list does not alter the responsibility of Contractor to complete all work in accordance with the Contract Documents. The date of commencement of warranties for items on the attached list will be the date of final payment unless otherwise agreed in writing. Consultant BY DATE 59 In accordance with Article 6 of the Agreement, DESIGN/BUILD FIRM will complete or correct the work on the list of items attached hereto within from the above Date of Substantial Completion. Consultant BY DATE City, through the Contract Administrator, accepts the Work or portion thereof designated by City as substantially complete and will assume full possession thereof at (time) on (date). City of Miami Beach, Florida By Contract Administrator Date The responsibilities of City and DESIGN/BUILD FIRM for security, maintenance; heat, utilities, damage to the work and insurance shall be as follows: 60 FINAL CERTIFICATE OF PAYMENT: PROJECT: Consultant: (name, address) BID/CONTRACT NUMBER: TO (City): Contractor: CONTRACT FOR: NOTICE TO PROCEED DATE: DATE OF ISSUANCE: All conditions or requirements of any permits or regulatory agencies have been satisfied. The documents required by Section 5.2 of the Contract, and the final bill of materials, if required, have been received and accepted. The Work required by the Contract Documents has been reviewed and the undersigned certifies that the Work, including minor corrective work, has been completed in accordance with the provision of the Contract Documents and is accepted under the terms and conditions thereof. Consultant BY DATE City, through the Contract Administrator, accepts the work as fully complete and will assume full possession thereof at (time) (date) City of Miami Beach, Florida By Contract Administrator Date 61 FORM OF FINAL RECEIPT: [The following form will be used to show receipt of final payment for this Contract.] FINAL RECEIPT FOR CONTRACT NO. Received this day of , 20 , from City of Miami Beach, Florida, the sum of Dollars ($ ) as full and final payment to DESIGN/BUILD FIRM for all work and materials for the Project described as: This sum includes full and final payment for all extra work and material and all incidentals. DESIGN/BUILD FIRM hereby indemnifies and releases City from all liens and claims whatsoever arising out of the Contract and Project. DESIGN/BUILD FIRM hereby certifies that all persons doing work upon or furnishing materials or supplies for the Project have been paid in full. In lieu of this certification regarding payment for work, materials and supplies, DESIGN/BUILD FIRM may submit a consent of surety to final payment in a form satisfactory to City. DESIGN/BUILD FIRM further certifies that all taxes imposed by Chapter 212, Florida Statutes (Sales and Use Tax Act), as amended, have been paid and discharged. [If incorporated sign below.] DESIGN/BUILD FIRM ATTEST: (Name of Corporation) By: (Secretary) (Signature) (Corporate Seal) (Print Name and Title) 62 IN WITNESS WHEREOF, t ave set their hands and seals the day and year first above written. - ATTEST: � �:••'• N ' •CAE CITY OF MIAMI'B q. ,,FLORIDA zz Cit Clerk ' OP►P ORATED: or DESIGN/BUILD FIRM � E�,I;�T C NN RAC AS INDICATED BELOW. [If incorporated sign below] DESIGN/BUI RM/ ATTEST: By: (Secretary) (P es ident) --(Corporate Seal) ( t Name and Title) day of , 20 CITY REQUIRES FIVE (5) FULLY-EXECUTED CONTRACTS, FOR DISTRIBUTION. APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION Air x City Attorn6y Dote 63 FORM CERTIFICATE OF INSURANCE A certificate of insurance form will be attached here. 64 TEAMC-2 OP ID: MO � l DATE(MMIDD/YYYY) �►coRO` CERTIFICATE OF LIABILITY INSURANCE 09/12114 IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO R ALTER RIGHTS HE COVERAGE CERTIFICATE HOLDER. THE POLICIES THIS CERTIFICATE AUTHORIZED CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND O BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) A statement on this his certiROGedoes not VconferDrights,to the the terms and conditions of the policy,certain policies may require an endorseme certificate holder in lieu of such endorsement(s). CONTACT 305-446-2271 NAME: — PRODUCER FAX PHONE A/C,No Kahn-Carlin&Company,Inc. 305-448-3127 AIC No Ext: 3350 S.Dixie Highway E-MAIL ADDRESS: NAIC# Miami,FL 33133-9984 Michael A.Bonet INSURER(S)AFFORDING COVERAGE 13604 INSURER A:Starr Surplus Lines Ins Co 11000 INSURED Team Contracting,Inc. INSURER B:Sentinel Insurance Company LTD 19410 13911 SW 42nd Street,Ste 209 INSURER C:Commerce&Industry Ins Co 10701 Miami, FL 33175 INSURER D:BridgefieId Employers Ins Co INSURER E: INSURER F REVISION NUMBER: COVERAGES CERTIFICATE NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE F ANY CONTRACT OR OTHER DOCUMENT WITH REOSPECT TO WHICH TERMS INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION O CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURAN MAY HAVE BEEN REDUCODIBY PAID CLAIMSD HEREIN IS SUBJECT TO ALL EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN POLICY EFF POLICY EXP LIMITS D POLICY NUMBER MMIDD/YYYY I MM/DD/YYYY 1,000,000 INSR TYPE OF INSURANCE EACH OCCURRENCE $ LTR GENERAL LIABILITY A $ 100'000 X SLPGGL0251300 05112/14 05112/15 PREMISES Ea occurrence 5,000 A X COMMERCIAL GENERAL LIABILITY MED EXP(Any one person) $ CLAIMS-MADE ®OCCUR 1'000'000 PERSONAL 8.ADV INJURY $ X PER PROJECT AGG 2,000,000 GENERAL AGGREGATE $ PRODUCTS-COMP/OP AGG $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: I$ n PRO- LOC COMBINED SINGLE LIMIT $ 1,000,000 IFCT POLICY Ea accident AUTOMOBILE LIABILITY 21 UECZE0758 02125114 02125115 BODILY INJURY(Per person) I$ B I X ANY AUTO BODILY INJURY(Per accident) $ ALL OWNED SCHEDULED PROPERTY DAMAGE $ AUTOS AUTOS (Per accident NON-OWNED $ X HIRED AUTOS X AUTOS EACH OCCURRENCE $ 3,000,000 UMBRELLA LIAB X OCCUR $ 3'000,000 BE012821507 05112/14 05112115 AGGREGATE C X EXCESS L CLAIMS-MADE $ DEC X RETENTION$ 0 I X TORY L M ITS E R I WORKERS COMPENSATION 1,000,000 AND EMPLOYERS'LIABILITY Y 83041244 03103/14 03103115 E.L.EACH ACCIDENT $ 1,000,000 D ANY PROPRIETORIPARTNERIEXECUTIVE ❑ N/A E.L.DISEASE-EA EMPLOYEE $ OFFICER/MEMBER EXCLUDED? 1 000,000 (Mandatory in NH) E.L.DISEASE-POLICY LIMIT $ If yes,describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) J London House Rehabilitation & Restoration RFP No. 2014-206-SR Re: Design/Build Service for the A Project v� pects to General Liability. City of Miami Bead-, is Additional insured as res CANCELLATION CERTIFICATE HOLDER MIAM-03 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Miami Beach ACCORDANCE WITH THE POLICY PROVISIONS. 1700 Convention Center Drive AUTHORIZED REPRESENTATIVE 3rd Floor Miami Beach,FL 33139 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD TEAMC-2 DATE(MM/DDrC"Y) �.� CERTIFICATE OF LIABILITY INSURANCE 09/29/14 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT-CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER 305-446-2271 NAME:- Kahn-Carlin&Company,Inc. 305 448 3127 PHONE FAX - - 3350 S.Dixie Highway A/c No Ext: A/C No): Miami,FL 33133-9984 E-MAIL ADDRESS: Michael A.Bonet INSURERS AFFORDING COVERAGE NAIC# INSURER A:Lexington Insurance Company 19437 INSURED Team Contracting,Inc. INSURER B: 13911 SW 42nd Street,Ste 209 Miami, FL 33175 INSURER C: INSURER 0: INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.EXP INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MM LTR /DD/YYYY MM DD/YYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence $ CLAIMS-MADE 71 OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ —1 POLICY PRO LOC $ AUTOMOBILE LIABILITY I COMBINED SINGLE LIMIT Ea accident $ ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS rPed t $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTIONS $ WORKERS COMPENSATION WC STATU- I OTH- AND EMPLOYERS'LIABILITY YIN T RY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S A PROFESSIONAL LIAB PLSC00050500 09126114 09/26/15 Limit 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) RE: London House Rehabilitation & Restoration Project CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Miami Beach ACCORDANCE WITH THE POLICY PROVISIONS. 1700 Convention Center Drive Miami Beach, FL 33139 AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD City of Miami Beach Construction Performance and Payment Bonds Check List Verification l � Contractor: Team Contracting Surety Company: Berkley Insurance Company Surety Amount: $ 3,725,533.35 Bid/Contract#: 2014-026-SR Bond #: 178594 1 - Get Forms 00710 & Form 00720 V (obtain from Procurement Office-part of bid package) 2 - Get Commission Memo/Summary Contract/Bid Contract Number V Amount of the contract V Winning bidder V 3 - Performance Bond & Payment Bonds forms must contain the following Name of company awarded the contract V Name of Surety Bond Company V Amount of contract written and in numbers V Amount agrees to Commission Memo V Bid/Contract number and date awarded V Bond Number assigned by Surety Company V Notarized & signed by Surety & Contractor V Power of Attorney V 4 - Bond must be 100% of Contract Price V 5 - Bonds must be recorded in the public records of Miami-Dade County [FL Statutes 255.05(1)(a)] Proof of recording at Miami-Dade.gov, or County paid stamp on top of document V 6 - Bond continue in effect for one year after final completion of work V 7 - In lieu of Performance & Payment Bonds, Contractor N/A may furnish alternative forms of security, such as cash money order, certified check, cashier's check, or unconditional letter of credit in Form 00735. Such alternative form of security must be pre-approved by the City and held one year after completion of work. File: C:\Users\PURCMadS\Desktop\Bond Checklist Page 1 of 2 Qualification of Surety (bonds > $500,00): 8 - Bond must be executed by a surety company of recognized standing (search www.ambest.com) 9 - Surety company is authorized to do business in the `�s:;x;llr; State of Florida (search www.sunbiz.org) 10 - Surety company must have a resident agent in the State of Florida (search www.sunbiz.org) 11 - Surety company must have been in business with a record of successful continuous operation for at least five years (search www.sunbiz.org) 12 - Surety company shall hold a current certificate ofv=%±9 authority as acceptable surety on federal bonds in accordance with US Dept of Treasury Circular 570 (Search www.fms.treas.gov/c570/c570.html) 13 - Surety company must have a rating of B+ or better L for bonds up to $2 million, or A for bonds greater than $2 million (search www.ambest.com) Exceptions: File: C:\Users\PURCMadS\Desktop\Bond Checklist Page 2 of 2 C F 0'-0 2 0 1 4 R C-96 3 •-5 5 OR U 29306 Pg- 49-27 4-943F; RE'C'ORDED 09,11212 01' A-',!RVEY RJUVTj,!, CLLERK OF (:OURT T"!—DHI)c COUNITYP FLORI'D'A E This is the front page of the performance/payment bond issued in compliance with Florida Statute Chapter 255.05 Surety Name: Berkley Insurance Company 255 South Orange Ave, Suite 1515 Orlando, FL 32801 (973) 775-5256 Bond Number: 0178594 Contractor Name: Team Contracting, Inc. 13 911 SW 42 Street Suite#209 Miami, FL, 33175 (305)207-9799 Owner'Name: City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 (305) 673-7490 Project Number: 2014-206-SR Project Description: London House Rehabilitation&Restoration Project Project Address: City of Miami Beach, Miami Dade County, FL Legal Description of Property: London House Rehabilitation&Restoration Project This is the front page of the bond. All other pages are subsequent regar, pre-printed numbers. Bond No. 0178594 FORM OF PERFORMANCE BOND BY THIS BOND, We Team Contracting, Inc, as Principal, hereinafter called Contractor , and ` Berkley Insurance Comr)any as Surety, are bound to the City of Miami Beach, Florida, as Obligee, hereinafter called Three Million Seven Hundred Twenty Five Thousand City, in the amount of Three and 351100 Dollars ($-1,725,533._35) for the payment whereof Contractor and Surety bind themselves, their heirs, executors, administrators, successors and assigns,jointly and severally. WHEREAS, Contractor has by written agreement entered into a Contract, Bid/Contract No.: 2014-206-SR , awarded the-day of ' 20 with City which Contract Documents are by reference incorporated herein and made a part hereof, and specifically include provision for liquidated damages, and other damages identified, and for the purposes of this Bond are hereafter referred to as the "Contract'; THE CONDITION OF THIS BOND is that if Contractor. 1. Performs the Contract between Contractor and City for construction of London House Rehabilitation &Restoration Project the Contract being made a part of this Bond by reference, at the times and in the manner prescribed in the Contract; and 2. Pays City all losses, liquidated damages, expenses, costs and attorney's fees including appellate proceedings, that City sustains as a result of default by Contractor under the Contract; and 3. Performs the guarantee of all work and materials furnished under the Contract for the time specified in the Contract; then THIS BOND 1S VOID, OTHERWISE IT REMAINS IN FULL FORCE AND EFFECT. Whenever Contractor shall be, and declared by City to be, in default under the Contract, City having performed City obligations thereunder, the Surety may promptly remedy the default, or shall promptly: 3.1. Complete the Project in accordance with the terms and conditions of the Contract Documents; or 3.2. Obtain a bid or bids for completing the Project in accordance with the terms and conditions of the Contract Documents, and upon determination by Surety of the lowest responsible Proposer, or, if City elects, upon determination by City and,Surety jointly of the'-lowest responsible Proposer, arrange for a contract between such Proposer and City, and make available as work progresses (even though there should be a default or a' succession of defaults under the Contract FORM OF PERFORMANCE BOND (Continued)=i. ; or Contracts of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the Contract Price, but not exceeding, including other costs and damages for which the Surety may be liable hereunder, the amount set forth in the first paragraph hereof. The term "balance of the Contract Price," as used in this paragraph, shall mean the total amount payable by City to Contractor under the Contract and any amendments thereto, less the amount properly paid by City to Contractor. No right of action shall accrue on this bond to or for the use of any person or corporation other than City named herein. The Surety hereby waives notice of and agrees that any changes in or under the Contract Documents and compliance p ance or noncompliance with any formalities es connected with the Contract or the changes does not affect Surety's obligation under this Bond. Signed and sealed this day of S14 Y , 20 WITNESSES: Team Contracting, Inc. y (Name of Cor- rati, n) 2 �- S16crqtbry By: (Signratur6 (C6APORATE SEAL) �v I,0 �:� g � ,P,-er' e t (Print-Name and Title) IN THE PRESENCE OF: INSURANCE COMPANY: Berkley Ins rance Company ly By: Michael A. Bonet-Agent and Attorney`-.in-Pace,' Carmen E. PiJlot,Witness Address: 255 South Orange Ave, Suite 1515 (Street) Orlando, FL 32801 (City/State/Zip Code) Telephone No.: (973)775-5256 66 Bond No. 0178594 FORM OF PAYMENT BOND BY THIS BOND, We Team Contracting, Inc. as Principal, hereinafter called Contractor , and Berkley insurance Company as , Surety, are bound to the City of Miami Beach, Florida, as Obligee, hereinafter called Three Million Seven Hundred Twenty Five Thousand City, in the amount of Five-Hundred Thirty Three and 351100 Dollars ($ 3,725,533.35 } for the payment whereof Contractor and Surety bind themselves, their heirs, executors, administrators, successors and assigns,jointly and severally. WHEREAS, Contractor has by written agreement entered into a Contract, Bid/Contract No.: 2014-206-SR , awarded the day of 20 , with City which Contract Documents are by reference incorporated herein and made a part hereof, and specifically include provision for liquidated damages, and other damages identified, and for the purposes of this Bond are hereafter referred to as the "Contract"; THE CONDITION OF THIS BOND is that if Contractor: 1. Pays City all losses, liquidated damages, expenses, costs and attorney's fees including appellate proceedings, that City sustains because of default by Contractor under the Contract; and 2. Promptly makes payments to all claimants as defined -by Florida Statute 255.05(1) for all labor, materials and supplies used directly or indirectly by Contractor in the performance of the Contract; THEN CONTRACTOR'S OBLIGATION SHALL BE VOID; OTHERWISE, IT SHALL REMAIN IN FULL FORCE AND EFFECT SUBJECT, HOWEVER, TO THE FOLLOWING CONDITIONS: 2A. A claimant, except a laborer, who is not in privity with Contractor and who has not received payment for its labor, materials, or supplies shall, within forty-five (45) days after beginning to furnish labor, materials, or supplies for the prosecution of the work, furnish to Contractor a notice that he intends to look to the bond for protection. 2.2. A claimant who is not in privity with Contractor and who has not received payment for its labor, materials, or supplies shall, within ninety (90) days after performance of the labor or after complete delivery of the materials or supplies, deliver to Contractor and to the Surety, written notice of the performance of the labor or delivery of the materials or supplies and of the nonpayment. 2.3. No action for the labor, materials, or supplies may be instituted against..,`= Contractor or the Surety unless the notices stated under the preceding conditions 2.1 and 2.2 have been given. ' 67 r:r FORM OF PAYMENT BOND Continued 2.4. Any action under this Bond must be instituted in accordance with the Notice and Time Limitations provisions prescribed in Section 255.05(2), Florida Statutes. The Surety hereby waives notice of and agrees that any changes in or under the Contract Documents and compliance or noncompliance with any formalities connected with the Contract or the changes does not affect the Surety's obligation under this Bond. Signed and sealed this �� day of �$ �,u , 20 '�I . Contractor ATTEST: Team Contra ng, 1 ` (Name of C9 porati r. 51 By: S:cretatry) (Signature} (Corporate Sea!) (Print Name and Title) day of , 20 IN- S'PRESENCE OF: INSU N�E COMPANY: £d° a ey IrfPura ce mp By: - Agen i nd Attorne -in-Fact michael A.. Bonet Carmen E. Pillot, Witness . 255 South Orange Ave, Suite.1515 . Address. •, (Street) Orlando, FL 32810 (City/State/Zip Code) - t Telephone No.: (973)775-5256 J ;'a1 INO. L$I-1 UU/1 POWER OF ATTORNEY BERKLEY INSURANCE COMPANY WILMINGTON, DELAWARE NOTICE: The warning found elsewhere in this Power of Attorney affects the validity thereof. Please review carefully. KNOW ALL MEN BY THESE PRESENTS, that BERKLEY INSURANCE COMPANY (the "Company"), a corporation duly organized and existing under the laws of the State of Delaware,having its principal office in Greenwich,CT,has made, constituted and appointed, and does by these presents make, constitute and appoint: Roy V. Fabry or Michael A. Bonet of Kahn-Carlin & Co., Inc. of Miami, FL its true and lawful Attorney-in-Fact, to sign its name as surety only as delineated below and to execute, seal, acknowledge and deliver any and all bonds and undertakings, with the exception of Financial Guaranty Insurance, providing that no single obligation shall exceed Fifty ]Million and 00/100 U.S. Dollars (U.S.S50,000,000.00),to the same extent as if such bonds had been duly executed and acknowledged by the regularly elected officers of the Company at its principal office in their own proper persons. a) This Power of Attorney shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware, without giving effect to the principles of conflicts of laws thereof. This Power of Attorney is granted pursuant to the following resolutions which were duly and validly adopted at a meeting of the Board of Directors of the Company held on January 25,2010: s RESOLVED, that, with respect to the Surety business written by Berkley Surety Group, the Chairman of the Board, Chief Executive Officer, President or any Vice President of the Company, in conjunction with the Secretary or any Assistant Secretary are hereby authorized to execute powers of attorney authorizing and qualifying the attorney-in-fact named therein to execute bonds, undertakings, recognizances, or other suretyship obligations on behalf of the Company, and to affix the corporate seal of the Company to powers of attorney executed pursuant hereto; and said officers may remove any such attorney-in-fact and revoke any power of attorney previously granted;and further .Z RESOLVED, that such power of attorney limits the acts of those named therein to the bonds, undertakings, recognizances, or other suretyship obligations specifically named therein, and they have no authority to bind the Company except in the manner and to the extent therein stated;and.further RESOLVED, that such power of attorney revokes all previous powers issued on behalf of the attorney-in-fact named; and further RESOLVED, that the signature of any authorized officer and the seal of the Company may be affixed by facsimile to any power of attorney or certification thereof authorizing the execution and delivery of any bond, undertaking, recognizance, or other suretyship obligation of the Company; and such signature and seal when so used shall have the same force and effect as 3 though manually affixed. The Company may continue to use for the purposes herein stated the facsimile signature of any = person or.persons who shall have been such officer or officers of the Company, notwithstanding the fact that they may have ceased to be such at the time when such instruments shall be issued. IN WITNESS WHEREOF, the Company has pus9d these presents to be signed and attested by its appropriate officers and its o corporate seal hereunto affixed this day of ,2013. bb Attest: Berkl y nsurance Company (Seal) By By Ira S. Led after a� Senior Vice President&Secretary V e Presi Qj"nior dent C 'W/ARNING: THIS POWER INVALID IF NOT PRINTED ON BLUE"BERKLEY" SECURITY PAPER. s STATE OF CONNECTICUT) r ) ss: 0 COUNTY OF FAIRFIELD ) Sworn to before me,a Notary Public in the State of Connecticut, this day of (; " , 2013,E by Ira S. Lederman and Jeffrey M.Hafter who are sworn to me to be the Senior Vice President and Secreta and th Senpor Vice Vresident, respectively, of Berkley Insurance Company. �hT �4otary Public, State of'C necticut MY co MISSION X39,X97 CERTIFICATE '7, I, the undersigned, Assistant Secretary of BERKLEY INSURANCE COMPANY, DO HEREBY CERTIFY that the.foregoing=is,,a u true, correct and coinplete copy of the original Power of Attorney;that said Power of Attorney has not been revoked or rescinded'\, and that the authority.of the Attorney-in-Fact set forth therein, who executed the bond or undertaking to Which this Power q f; Attorney-is attached,is in full force and effect as of this date. Given under niy hand and seal of the Company,this day of (Seal) Andre . Tuma OR BK, 2930-3.6 PG a—AST PAGE NOTICes Under thn'1 sc, Grouply The MYTH '.:iCr manager W ths sure", business en Acadia Nsurzm- -"Regi0TQ lnsurami--� ' Union Insumne.. -if "b". nA plemse call (866) 768-3534 or _v a ; pmy wrITTen nkices, incyMes, Mims or demand; 0 The should be directe-i i 2 -V� - A as -i"..0'1!YIN, NJ iD`79164,11 Altendon; 1.71le'a's-e i.'aclude nedees We bm-"rd� nmkd the slamme 'cialma is being, asseried, plem, Set ge�plera!Ry Hic VMS of'tile Claim cava of a please kleystify the prcject N-, OF F L ki H,!�JA.Cr,-)I Jt,j FY OF D;•f:)E OF RES CER a= C joy?,—e MARVE'J`\2 'WL. IV-E:R1K n�' K& 4-1/Ut I s Tff IT A 'X"1'J- Gonzalez, Yusbel From: Estevez, Maria Sent: Wednesday, September 17, 2014 6:02 PM To: 'Rudy Ayan'; Madrigal, Sharon Cc: Gonzalez, Yusbel; Cerna, Maria; Baglieri, Sabrina; dgell @team-contracting.com; jbatista @team-contracting.com; mbonet @kahn-carlin.com Subject: RE:Team Contracting Bond Thank you Rudy. We will add this email to the package as confirmation. We will make some updates to our form.The only thing we are pending is the insurance. Thank you, MIAMI BEACH Maria Estevez, CPPO, CPPB,Procurement Assistant Director Procurement Department 1700 Convention Center Drive,Miami Beach,FL 33139 Tel:305-673-7234/Fax:786-394-4002/mestevez(cDmiamibeachfl.gov We are committed to providing excellent public service and safety to all who live,work and play in our vibrant,tropical,historic community. From: Rudy Ayan [mailto:rayan @team-contracting.com] Sent: Wednesday, September 17, 2014 5:51 PM To: Madrigal, Sharon Cc: Gonzalez, Yusbel; Estevez, Maria; Cerna, Maria; Baglieri, Sabrina; dQell @team-contracting.com; jbatista @team- contracting.com; mbonet @kahn-carlin.com Subject: RE: Team Contracting Bond Hi Sharon: We are aware of the one year warranty period and our bond does cover the one year warranty period. Please bear in mind that we are using the City of Miami Beach bond forms, we are assuming that the language in your forms conform to your contract requirements. We have used these same City provided forms for other projects without issue. I believe item 3 in the 00710 Form of Performance Bond covers your concern. It states that it "Performs the guarantee of all work and materials furnished under the contract for the time specified in the contract". The time specified in the contract, as you point out includes the additional warranty year. Thank you, Rlt4� t9y" . - Vice President Team Contracting,Inc. GENERAL.CONTRACTORS&DESIGN BUdDERS 305 207.9799, ext. 206 (T) 1 I 305 207.9790 (F) rayan @team-contracting.com From: Madrigal, Sharon [ma ilto:Sharon Mad riQa10)miamibeachfi.gov] Sent: Wednesday, September 17, 2014 5:22 PM To: 'rayan @team-contracting.com' Cc: Gonzalez, Yusbel; Estevez, Maria; Cerna, Maria; Baglieri, Sabrina Subject: Team Contracting Bond Good afternoon Rudy, As I am checking through the bond assuring that it covers everything on the attached checklist,we realized that the bond is missing the statement that the "Bond continue in effect for one year after final completion of work" per article 23 of the contract which is also attached. Please advise what are the next steps we should take regarding this matter. Thank you. Best Re,aaws, MIAMMEACH Sharon Madrigal, Procurement Specialist Procurement Division 1700 Convention Center Drive,Miami Beach, FL 33139 Tel:305-673-7000 ext.7490/Fax:786-394-4010/ www.miamibeachfl.gov We are committed to providing excellent public service and safety to all who live, work and play in our vibrant,tropical,historic community. 2