Contract with Critical Path Services Inc. MIAMIBEACH Gia
CONTRACT
THIS CONTRACT is by and between the City of Miami Beach, Florida, a municipal
corporation of the State of Florida, ("City"), and Critical Path Services Inc., 3305 SW 37 Avenue,
Miami, FL. 33133 ("Contractor").
WITNESSETH, that Contractor and City, for the considerations hereinafter named,
agree as follows:
•
ARTICLE 1
SCOPE OF WORK
Contractor hereby agrees to furnish all of the labor, materials, equipment, services and
incidentals necessary to perform all of the Work described in the Contract Documents and
related thereto for the Project.
ARTICLE 2
CONTRACT TIME
2:1 Contractor shall be instructed to commence the Work by written instructions in the form
of a Notice to Proceed issued by the Contract Administrator. Two (2) Notices to Proceed
will be issued for this Contract. Contractor shall commence scheduling activities, permit
applications and other preconstruction work within five (5) calendar days after the
Project Initiation Date, which shall be the same as the date of the first Notice to Proceed.
The first Notice to Proceed wiill not be issued until Contractor's submission to City of all
required documents (including but limited to: Payment and Performance Bonds, and
Insurance Certificate) and after execution of the Contract by both parties.
2.1.1. The receipt of all necessary permits by Contractor and acceptance of the full
progress schedule in accordance with technical specifications section, submittal
schedule and schedule of values is a condition precedent to the issuance of a
second Notice to Proceed to mobilize on the Project site and commence with
physical construction of the Work. The Contractor shall submit all necessary
documents required by this provision within twenty-one (21) calendar days of
the issuance of the first Notice to Proceed.
2.2 Time is of the essence throughout this Contract. This project shall be substantially
completed within three hundred (300) calendar days from the issuance of the second
Notice to Proceed, and completed and ready for final payment in accordance with Article
5 within thirty (30) calendar days from the date certified by Consultant as the date of
Substantial Completion.
2.3 Upon failure of Contractor to substantially complete the Contract within the specified
period of time, plus approved time extensions, Contractor shall pay to City the sum of
eight hundred dollars ($800.00) for each calendar day after the time specified in Section
ITB 2018-125-ZD Carl Fisher Clubhouse Restoration Page 1
2.2 above, plus any approved time extensions, for Substantial Completion. After
Substantial Completion should Contractor fail to complete the remaining work within the
time specified in Section 2.2 above, plus approved time extensions thereof, for
completion and readiness for final payment, Contractor shall pay to City the sum of eight
hundred dollars ($800.00) for each calendar day after the time specified in Section 2.2
above, plus any approved extensions, for completion and readiness for final payment.
These amounts are not penalties but are liquidated damages to City for its inability to
obtain full beneficial occupancy and/or use of the Project. Liquidated damages are
hereby fixed and agreed upon between the parties, recognizing the impossibility of
precisely ascertaining the amount of damages that will be sustained by City as a
consequence of such delay, and both parties desiring to obviate any question of dispute
concerning the amount of said damages and the cost and effect of the failure of
Contractor to complete the Contract on time.
The above-stated liquidated damages shall apply separately to each portion of the
Project for which a time for completion is given.
2.4 City is authorized to deduct liquidated damages from monies due to Contractor for the
Work under this Contract or as much thereof as City may, in its sole discretion, deem
just and reasonable.
2.5 Contractor shall be responsible for reimbursing City, in addition to liquidated damages,
for all costs incurred by Consultant in administering the construction of the Project
beyond the completion date specified above, plus approved time extensions. Consultant
construction administration costs shall be pursuant to the contract between City and
Consultant, a copy of which is available upon request of the Contract Administrator. All
such costs shall be deducted from the monies due Contractor for performance of Work
under this Contract by means of unilateral credit change orders issued by City as costs
are incurred by Consultant and agreed to by City.
ARTICLE 3
THE CONTRACT SUM
[ ] This is a Unit Price Contract:*
3.1 City shall pay to Contractor the amounts determined for the total number of each of the
units of work completed at the unit price stated in the schedule of prices bid. The number
of units contained in this schedule is an estimate only, and final payment shall be made
for the actual number of units incorporated in or made necessary by the Work covered
by the Contract Documents.
3.2 Payment shall be made at the unit prices applicable to each integral part of the Work.
These prices shall be full compensation for all costs, including overhead and profit,
associated with completion of all the Work in full conformity with the requirements as
stated or shown, or both, in the Contract Documents. The cost of any item of work not
covered by a definite Contract unit price shall be included in the Contract unit price or
lump sum price to which the item is most applicable.
ITB 2018-125-ZD Carl Fisher Clubhouse Restoration Page 2
[X] This is a Lump Sum Price Contract:*
3.1 City shall pay to Contractor for the performance of the Work described in the Contract
Documents, the total price stated as awarded.
3.2 The Contract Price is $3,271,525.02, consisting of a base bid in the amount of
$2,805,581.66 (Lump Sum Grand Total) plus Add Alt 1 (Kitchen Equipment) in the
amount of $168,532.00 plus a separate line item in the amount of $297,411.36 for the
Owner's Contingency (to be used solely by the City at its sole discretion for the
purposes described in the Contract Documents). The Contract Price, excluding the
Owner's Contingency, shall be full compensation for all labor, materials, equipment,
costs, and expenses, including overhead and profit, associated with completion of all the
Work accordance with the requirements of the Contract Documents, including all Work
reasonably inferable therefrom, even if such item of Work is not specifically or expressly
identified as part of a line item in the ITB Price Form.
'Note: Some projects include both unit prices and lump sums in which case both sections shall
apply to the Work identified for each type of Contract.
ARTICLE 4
PROGRESS PAYMENTS
4.1 Contractor may make Application for Payment for work completed during the Project at
intervals of not more than once a month. Contractor's application shall show a complete
,breakdown of the Proiect components, the quantities completed and the amount due,
together with such supporting evidence as may be required by Consultant. Contractor
shall include, but same shall not be limited to, with each Application for Payment, an
updated progress schedule acceptable to Consultant as required by the Contract
Documents and a release of liens and consent of surety relative to the Work which is the
subject of the Application for Payment. Following submission of an acceptable updated
progress schedule and the other documents required herein a log with the Application
for Payment, City shall make payment to Contractor after approval by Consultant of an
Application for Payment, less retainage as herein provided for and/or withholding of any
other amounts pursuant to the Contract Documents, within twenty-five (25) days in
accordance with Section 218.735 of the Florida Statutes.
4.2 The City shall withhold from each progress payment made to Contractor retainage in the
amount of ten percent (10%) of each such payment until fifty percent (50%) of the Work
has been completed. The Work shall be considered 50% complete at the point at which
the City has expended 50% of the approved Cost of the Work together with all costs
associated with existing change orders or other additions or modifications to the
construction services provided for in this Agreement.
Thereafter, the Contract Administrator shall reduce to five percent (5%) the amount of
retainage withheld from each subsequent progress payment made to the Contractor,
until Substantial Completion as provided in ITB Section 0500, Sub-Section 43. Any
reduction in retainage shall be in accordance with Section 255.078 of the Florida
Statutes, as may be amended, and shall otherwise be at the sole discretion of the
Contract Administrator, after considering any recommendation of Consultant with
respect thereto. Contractor shall have no entitlement to a release of, or reduction in,
ITB 2018-125-ZD Carl Fisher Clubhouse Restoration Page 3
retainage, except as may be required herein or by Florida law. Any interest earned on
retainage shall accrue to the benefit of City. All requests for retainage reduction shall be
in writing in a stand-alone document, separate from monthly applications for payment.
All requests for release of retainage shall be made in accordance with, and shall be
subject to, the requirements of Section 255.078 of the Florida Statutes, as may be
amended. Except as provided by law, the City shall have no obligation to release or
disburse retainage until Substantial Completion of the Project. Upon receipt by the
Contractor of a Certificate of Substantial Completion pursuant to ITB Section 0500, Sub-
Section 43, fully executed by the City establishing the Date of Substantial Completion,
and after completion of all items on the punch list and/or other incomplete work, the
Contractor may submit a payment request for all remaining retainage. It shall be the
City's sole determination as to whether any of the items have been completed. For items
deemed not to have been completed, the City may withhold retainage up to one and
one-half times the total cost to complete such items. Any interest earned on retainage
shall accrue to the benefit of City. City shall disburse the amounts withheld upon the
City's acceptance of the completion of the items for which they were withheld.
4.3 City may withhold, in whole or in part, payment to such extent as may be necessary to
protect itself from loss on account of:
4.3.1 Defective work not remedied.
4.3.2 Claims filed or reasonable evidence indicating probable filing of claims by other
parties against Contractor or City because of Contractor's performance.
4.3.3 Failure of Contractor to make payments properly to Subcontractors or for
material or labor.
4.3.4 Damage to another contractor not remedied.
4.3.5 Liquidated damages and costs incurred by Consultant for extended construction
administration.
4.3.6 Failure of Contractor to provide any and all documents required by the City.
When the above grounds are removed or resolved satisfactory to the Contract Administrator,
payment shall be made in whole or in part.
ARTICLE 5
ACCEPTANCE AND FINAL PAYMENT
5.1 Upon receipt of written notice from Contractor that the Work is ready for final inspection
and acceptance, Consultant shall, within ten (10) calendar days, make an inspection
thereof. If Consultant and Contract Administrator find the Work acceptable, the requisite
documents have been submitted and the requirements of the Contract Documents fully
satisfied, and all conditions of the permits and regulatory agencies have been met, a
Final Certificate of Payment (ITB Attachment D-6) shall be issued by Consultant, over its
signature, stating that the requirements of the Contract Documents have been
performed and the Work is ready for acceptance under the terms and conditions thereof.
ITB 2018-125-ZD' Carl Fisher Clubhouse Restoration Page 4
5.2 Before issuance of the Final Certificate for Payment, Contractor shall deliver to
Consultant a complete release of all liens arising out of this Contract; a consent of surety
to final payment; the final corrected as-built drawings; an affidavit certifying that all
suppliers and subcontractors have been paid in full and that all other indebtedness
connected with the Work has been paid; and the final bill of materials, if required, and
invoice.
5.3 If, after the Work has been substantially completed, full completion thereof is materially
delayed through no fault of Contractor, and Consultant so certifies, City shall, upon
certificate of Consultant, and without terminating the Contract, make payment of the
balance due for that portion of the Work fully completed and accepted. Such payment
shall be made under the terms and conditions governing final payment, except that it
shall not constitute a waiver of claims.
5.4 Final payment shall be made only after the City Manager or his designee has reviewed a
written evaluation of the performance of Contractor prepared by the Contract
Administrator, and approved the final payment. The acceptance of final payment shall
constitute a waiver of all claims by Contractor, except those previously made in strict
accordance with the provisions of the General Conditions and identified by Contractor as
unsettled at the time of the application for final payment.
ARTICLE 6 —MISCELLANEOUS
6.1 The requirements of the Contract Documents, as such term is defined in the Invitation to
Bid, are hereby incorporated by reference as if fully set forth herein. This Contract is part
of, and incorporated in, the Contract Documents as defined herein. Accordingly, all of
the documents incorporated by the Contract Documents shall govern this Project.
6.2 Where there is a conflict between any provision set forth within the Contract Documents
and a more stringent provision elsewhere in the Contract Documents or under any law,
regulation, statute or code requirement which is applicable to this Project, the more
stringent provision shall prevail and govern the performance of the Work.
6.3 Public Entity Crimes
Contractor acknowledges that the provisions of the Public Entity Crimes Act, Section
287.133, Florida Statutes, shall apply to this Contract, which statute provides, in
pertinent part, that a person or affiliate who is a contractor, consultant or other provider,
who has been placed on the convicted vendor list following a conviction for a public
entity crime may not submit a bid on a contract to provide any goods or services to the
City, may not submit a bid on a contract with the City for the construction or repair of a
public building or public work, may not submit bids on leases of real property to the City,
may not be awarded or perform work as a contractor, supplier, subcontractor, or
consultant under a contract with the City, and may not transact any business with the
City in excess of the threshold amount provided in Section 287.017, Florida Statutes, for
category two purchases for a period of 36 months from the date of being placed on the
convicted vendor list. Violation of this section by Contractor shall result in cancellation of
the City purchase and may result in Contractor debarment.
ITB 2018-125-ZD Carl Fisher Clubhouse Restoration Page 5
6.4 Independent Contractor
Contractor is an independent contractor under this Contract. Services provided by
Contractor pursuant to this Contract shall be subject to the supervision of Contractor. In
providing such services, neither Contractor nor its agents shall act as officers,
employees, or agents of the City. This Contract shall not constitute or make the parties a
partnership or joint venture.
6.5 Third Party Beneficiaries
Neither Contractor nor City intends to directly or substantially benefit a third party by this
Contract. Therefore, the parties agree that there are no third party beneficiaries to this
Contract and that no third party shall be entitled to assert a claim against either of them
based upon this Contract. The parties expressly acknowledge that it is not their intent to
create any rights or obligations in any third person or entity under this Contract.
6.6 Notices
Whenever either party desires to give notice to the other, such notice must be in writing,
sent by certified United States Mail, postage prepaid, return receipt requested, or by
hand-delivery with a request for a written receipt of acknowledgment of delivery,
addressed to the party for whom it is intended at the place last specified.
The place for giving notice shall remain the same as set forth herein until changed in
writing in the manner provided in this section. For the present, the parties designate the
following:
For City:
Capital Improvement Project (CIP) Department
1700 Convention Center Drive, 3rd Floor
Miami Beach, FL. 33139
Attn: David Martinez, Director of Capital Project Coordinator
With copies to:
City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
For Contractor:
Critical Path Services Inc.
3305 SW 37 Avenue
Miami, FL. 33133
Attn: Craig Schaffer/President
ITB 2018-125-ZD Carl Fisher Clubhouse Restoration Page 6
6.7 Assignment and Performance
Neither this Contract nor any interest herein shall be assigned, transferred, or
encumbered by either party. In addition, Contractor shall not subcontract any portion of
the work required by this Contract except as authorized by Section 27 of the General
Conditions. Contractor represents that all persons delivering the services required by
this Contract have the knowledge and skills, either by training, experience, education, or
a combination thereof, to adequately and competently perform the duties, obligations,
and services set forth in the Scope of Work and to provide and perform such services to
City's satisfaction for the agreed compensation.
Contractor shall perform its duties, obligations, and services under this Contract in a
skillful and respectable manner. The quality of Contractor's performance and all interim
and final product(s) provided to or on behalf of City shall be comparable to the best local
and national standards.
6.8 Materiality and Waiver of Breach
City and Contractor agree that each requirement, duty, and obligation set forth in these
Contract Documents is substantial and important to the formation of this Contract and,
therefore, is a material term hereof. City's failure to enforce any provision of this
Contract shall not be deemed a waiver of such provision or modification of this Contract.
A waiver of any breach of a provision of this Contract shall not be deemed a waiver of
any subsequent breach and shall not be construed to be a modification of the terms of
this Contract.
6.9 Severance
In the event a portion of this Contract is found by a court of competent jurisdiction to be
invalid, the remaining provisions shall continue to be effective unless City or Contractor
elects to terminate this Contract. An election to terminate this Contract based upon this
provision shall be made within seven (7) days after the finding by the court becomes
final.
6.10 Applicable Law and Venue
This Contract shall be enforceable in Miami-Dade County, Florida, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or
conditions herein exclusive venue for the enforcement of same shall lie in Miami-Dade
County, Florida. BY ENTERING INTO THIS CONTRACT, CONTRACTOR AND CITY
HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A
TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF
THE PROJECT. CONTRACTOR SHALL SPECIFICALLY BIND ALL
SUBCONTRACTORS TO THE PROVISIONS OF THIS CONTRACT.
ITB 2018-125-ZD Carl Fisher Clubhouse Restoration Page 7
6.11 Amendments
No modification, amendment, or alteration in the terms or conditions contained herein
shall be effective unless contained in a written document prepared with the same or
similar formality as this Contract and executed by the City and Contractor.
6.12 Prior Agreements
This document incorporates and includes all prior negotiations, correspondence,
conversations, agreements, and understandings applicable to the matters contained
herein and the parties agree that there are no commitments, agreements or
understandings concerning the subject matter of this Contract that are not contained in
this document. Accordingly, the parties agree that no deviation from the terms hereof
shall be predicated upon any prior representations or agreements, whether oral or
written. It is further agreed that no modification, amendment or alteration in the terms or
conditions contained herein shall be effective unless set forth in writing in accordance
with Section 6.11 above.
6.13 Public Records
City of Miami Beach is a public agency subject to Chapter 119, Florida Statutes. As
required by Chapter 119, Florida Statues, the Contractor and all sub-contractors for
services shall comply with Florida's Public Records Law. Specifically, the contractor and
sub-contractors shall:
6.13.1 Keep and maintain public records that ordinarily and necessarily would be required by
the City in order to perform the service;
6.13.2 Provide the public with access to such public records on the same terms and
conditions that the City would provide the records and at a cost that does not exceed
that provided in Chapter 119, Fla. Stat, or as otherwise provided by law;
6.13.3 Ensure that public records that are exempt or that are confidential and exempt from
public record requirements are not disclosed except as authorized by law; and
6.13.4 Meet all requirements for retaining public records and transfer to the City, at no cost,
all public records in possession of the contractor upon termination of the contract and
destroy any duplicate public records that are exempt or confidential and exempt.
6.13.5 The failure of Contractor to comply with the provisions set forth in this Article shall
constitute a Default and Breach of this Contract and the county shall enforce the
Default in accordance with the provisions set forth in the General Terms and
Conditions, Article 16.
ITB 2018-125-ZD Carl Fisher Clubhouse Restoration Page 8
IN WITNESS WHEREOF, the parties have set their hands and seals the day and year
first above written.
ATTEST: THE CITY OF MIAMI BEACH, FLORIDA
! � g1411/
City Clem f'��� B�. or
OR
IT S_ 0- `- CR
. %� IT AL ' •TH S„It .' tINC.
ORA1eD;
Signature/ -c -ta7r = blur- -resi.`�i
// ��/f�11 'i�-R 6 ,
Print Name Print Name
I
4 4
Date
ATTACHMENTS
ATTACHMENT A - Resolution, Commission Item Summary, and Commission Memorandum
ATTACHMENT B - Invitation to Bid ("ITB")
ATTACHMENT C - Bidder's Response to the ITB
ATTACHMENT D - Insurance
APPENDIX D: Required Forms
APPENDIX D-1: Form of Performance Bond
APPENDIX D-2: Form of Payment Bond
APPENDIX D-3: Certificate of Corporate Principal
APPENDIX D-4: Performance and Payment Guaranty Form: Unconditional Letter of Credit
APPENDIX D-5: Certificate of Substantial Completion
APPENDIX D-6: Final Certificate of Payment
APPENDIX D-7: Form of Final Receipt
APPROVED AS TO
FORM &LANGUAGE
&FOR EXECUTION
-Meb;��
City Attomeyn„ ' Date
RCM
ITB 2018-125-ZD Carl Fisher Clubhouse Restoration Page 9