2008-26884 ResoRESOLUTION NO. 2008-zs88a
A RESOLUTION OF THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH,
FLORIDA, APPROVING ON FIRST READING, IN
ACCORDANCE WITH CHAPTER 163, FLORIDA
STATUTES (THE FLORIDA LOCAL GOVERNMENT
DEVELOPMENT AGREEMENT ACT), A
DEVELOPMENT AGREEMENT BETWEEN THE
CITY OF MIAMI BEACH AND BERKOWITZ
DEVELOPMENT GROUP, INC., FOR THE
CONSTRUCTION OF PUBLIC RIGHT•OF-WAY
INFRASTRUCTURE IMPROVEMENTS, INCLUDING
CURB, GUTTER, SIDEWALKS AND
DRAINAGE, ON LENOX AVENUE AND ON SIXTH
STREET; FURTHER SETTING THE SECOND AND
FINAL READING OF THE AFORESTATED
DEVELOPMENT AGREEMENT FOR OCTOBER 7,
2008.
WHEREAS, the City is the owner of certain streets known as 5th Street, 6~'
Street, Alton Road and Lenox Avenue, in Miami Beach, Florida (the "Project
Site"); and
WHEREAS, AR&J Sobe, LLC ("Owner'), is the owner of certain land
adjacent to the Project Site, bounded by 5m Street, 6th Street, Alton Road and
Lenox Avenue, Miami Beach, Florida (the "5th and Alton Property"); and
WHEREAS, on May 16, 2005, the Mayor and City Commission adopted
Resolution No. 2005-25899, approving on second reading a Development
Agreement between the City and Owner for the purpose of constructing a
179,000 square foot vertical retail center with 1,100 parking spaces; and
WHEREAS, Berkowitz Development Group, Inc. ("Developer"), is an
affiliate of AR&J Sobe, LLC (the "5'h and Alton Project"); and
WHEREAS, in conjunction with the 5`" and Alton Project, the City had
planned to perform certain public improvements adjacent to the Project Site
including, without limitation, drainage improvements, utility upgrades, road,
sidewalk, landscaping and street-scape work; and
WHEREAS, the City and Owner have mutually determined that the
aforestated work within the Project Site should be coordinated with construction
of the 5th and Alton Project; and
WHEREAS, accordingly, the City and Developer negotiated a
Development Agreement between the City and Berkowitz Development Group,
Inc. ("Developer"), for design and construction of the aforestated public
improvements by Developer, in conjunction with the 5~' and Alton Project; and
WHEREAS, as required by the Florida Local Government Development
Agreement Act, a duly noticed public hearing to consider the attached
Development Agreement, on first reading, is scheduled on September 10, 2008.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and
City Commission hereby approve on first reading, in accordance with Chapter
163, Florida Statutes (The Florida Local Government Development Agreement
Act), a Development Agreement between the City of Miami Beach and Berkowitz
Development Group, Inc., for the construction of public right-of-way infrastructure
improvements, including curb, gutter, sidewalks and drainage, on Lenox Avenue
and Sixth Street; further setting second and final reading of the aforestated
Development Agreement for October 7, 2008.
PASSED and ADOPTED this 10th day of September, 2008
ATTEST:
I~ ~(~~ jJ~~ _/1 _ AYOR
(W CITY CLIEJRK (~',~~J~ Mstti Herrera Rower
Robert Marcher
APPROVED AS TO
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COMMISSION ITEM SUMMARY
Condensed Title:
A Resolution Approving on First Reading, a Development Agreementwith Berkowitz Development Group,
Inc., for the construction of Public Ri ht-Of-Wa Infrastructure Im rovements on Lenox Ave. and Sixth St.
Ke Intended Outcome Su orted:
Well-Improved Infrastructure
Supporting Data (Surveys, Environmental Scan, etc.): Included in the top five changes that
would make Miami Beach a better place to live, work, play or visit, are Traftlc and
DevelopmenUConstructlon, which can be positively impacted by coordination between the
ubiic and rivate im rovements bein constructed around the ro'ect site.
Issue:
Shall the Mayor and City Commission hold the public hearing and approve the DevelopmentAgreementfor
ri ht-of-wa infrastructure im rovements on first readin and set a second ubiic hearin ?
competitive bid with the intent to awara a consuucuun wnu c~~ a. ~~ ~~ ..~~~~~, ~~•.~ ~••,
Commission Meeting. If the bids received are in excess of the price received from the Job Order
Contract, the recommendation is to reject the bids and to go with the JOC price. However, the
intent is to get a competitive price that is lower than those already received.
On May 16, 2005. the Mayor and City Commission approved a Development Agreementwith AR&J Sobe.
LLC., for the construction of a vertical retail center with an 1,100 space parking garage to be located on the
site bounded by Fifth Street on the south, Sixth Street on the north; Alton Road on the west and Lenox
Avenue on the east. The project, known as "Fifth and Alton", is currently under construction by Berkowitz
Development Group, Inc. (Developer), one of the principals of AR&J Sobe, LLC.
and on Lenox Avenue aoiacen[ to me proiec;~ site. ~ nc wv~ ~ ~~~ u,wc ~„ccw ,......, ~•,.•~~.
Design Report for the Flamingo Neighborhood. Since this project is scheduled to comm
and Alton Project is com~lete. the Developer expressed an interest to the City to
improvements during the 5 and Alton construction. The Developer is interested in perfor
that its development is not adversely impacted by the Flamingo Neighborhood project
Thus, the City and Developer have mutually determined that it is desirable that
_ ._ _ ~ .~ _ r:na ...,.
Adviso Board Recommendation:_ I
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Financial information: -
Source of Amount Account
Funds: 1
3
L OBPI Total
Financial Impact Summary:
Ci Clerk's Office Le islative Trackin
Kevin Crowder, Economic Development
Si n-Offs:
Department Director si a t City Manager ~ City Manage.--
KC TH JMG I ,-~`
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m MIAMIBEACH AGENDAITEM~
GATE
m MIAMIBEACH
City of Miami Beach, 1700 Ccnvenlion Cen-ei D~fve, Mfac,i Bca<n, F'.orfoa "x3134: www.miom:beochfi.gov
COMMISSION MEMORANDUM
ro: Mayor Matti Herrera Bower and Members of the City Commission
FROM: Jorge M. Gonzalez, City Manager ~ ~ FIRST READING
i'~~
DATE September 10, 2008 -
SuB;ECT A RESOLUTION APPROVING ON FIRST READING, IN ACCORDANCE WITH
CHAPTER 163, FLORIDA STATUTES (THE FLORIDA LOCAL GOVERNMENT
DEVELOPMENT AGREEMENT ACT), A DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH AND BERKOWITZ DEVELOPMENT
GROUP, INC., FOR THE CONSTRUCTION OF PUBLIC RIGHT-OF-WAY
INFRASTRUCTURE IMPROVEMENTS, INCLUDING CURB, GUTTER,
SIDEWALKS AND DRAINAGE, ON LENOX AVENUE AND ON SIXTH STREET.
ADMINISTRATION RECOMMENDATION
Adopt the Resolution on First Reading.
ANALYSIS
On May 16, 2005, the Mayor and City Commission approved a DevelopmentAgreement with
AR&J Sobe, LLC., for the construction of a vertical retail center with an 1,100 space parking
garage to be located on the site bounded by Fifth Street on the south, Sixth Street on the
north, Alton Road on the west and Lenox Avenue on the east. Over the last several years
and most recently on April 25, 2007, the Development Agreement has been amended. The
project, known as "Fifth and Alton", is currently under construction by Berkowitz
Development Group, Inc. (Developer), one of the principals of AR&J Sobe, LLC. The City's
total contribution to this project is $14,397,725, of which 59% or $ $8,564,210 has been paid
to the Developer as of August 20, 2008. Included in the negotiations, was an effort to
coordinate the construction of the off-site improvements in connection with this Project.
Off-Site Improvements
The City has approved and is planning to perform drainage improvements, utility upgrades.
road improvements, sidewalk, landscaping and streetscape work in the neighborhood
around the project, including work on Sixth Street and on Lenox Avenue adjacent to the
project site. The work for these streets is contained in the Basis of Design Report for the
Flamingo Neighborhood Right of Way (ROW) Improvements. Since this project is
scheduled to commence after the Ste and Alton Project is complete, the Developer
expressed an interest to the City to construct these improvements during the Ste and Alton
construction. The Developer is interested in performing the work so that its development is
not adversely impacted by the Flamingo Neighborhood project when it is built.
Thus, the City and Developer have mutually determined that the aforestated infrastructure
work within the Project Site should be coordinated with construction of the Fifth and Alton
project. As such, the Administration and the Developer have met several times to finalize
Commission Memorandum - 5`" and Alton Off-Site Improvements Development Agreement
September 10, 2008
Page 2 of 7
design concepts, construction schedules, cost estimates and terms and conditions for a
negotiated Development Agreement between the City and Developer.
Pursuant to Sections 163.3220-163.3243, Florida Statutes, before entering into, amending
or revoking a development agreement, a local government shall conduct at least two public
hearings. This process is followed by up to a 60 day recording period with the State. The
Developer has indicated that in order to meet the current construction schedule for
completion of the 5`" & Alton retail project, currently projected for June 2009; these "off-site
improvements" would need to commence by January 2009. The Developer has represented
that in order to meet this schedule that we would need to conclude the required development
agreement hearing process by October 2008.
Key Terms and Provisions:
The Director of the Capital Improvement Projects (CIP) Office of the City. or his
designee; shall be designated as the Contract Administrator for matters concerning
this Agreement.
• The Developer shall be solely responsible for overseeing and directing the
Consultant in the design of the project, and such design shall be substantially in
accordance with the Plans and Specifications.
The Primary Consultant for this project shall be the firm of Schwebke-Shiskin &
Associates, and the Consultant is defined in the Agreement as "the registered
architect, professional engineer, professional land surveyor, civil engineer and/or
registered landscape architect who has contracted with the Developer to provide
professional services for the design and constnaction of the Project.
• Developer shall not commence construction until Developer has obtained and
delivered to the City copies of all permits and approvals required; and delivered to
the City original certificates of the policies of insurance required.
• Prior to commencement of construction, Developer shall cause its Contractor to
furnish to the City a payment and performance bond in a form reasonably acceptable
to the City.
• Since this is a proposed Development Agreement, and not a construction contract, it
includes outside dates for performance that are very general in nature as the work is
considered to be for the benefit of the City but at a time that is controlled by the
Developer. Therefore, the outside dates for performance allow up to 270 days to
obtain permits and up to 24 months for completion of the project.
Scope of Work
The Scope of Work for the project is the work described in the Contract Documents and
generally consists of drainage improvements, utility upgrades. road improvements, sidewalk,
landscaping and streetscape work as more particularly provided for in this Agreementwithin
the Project Site.
The Developer will provide at a minimum the following services:
• Developer shall be responsible for the construction of the Project in accordance with
the Plans and Specifications.
• Developer shall be responsible to cause Contractor to have and maintain
appropriate certificate(s) of competency for all Work to be performed and for all
persons working on the project that require certificates of competency.
• Until Final Completion, Developer shall be fully responsible for the performance of its
agents and employees, Contractor and Consultant.
Commission Memorandum - 5"' and Alton Off-Site Improvements Development Agreement
September 10, 2008
Page 3 of 7
~ Upon Final Completion, City shall unconditionally and irrevocably release. satisfy and
forever discharge Developer and Owner from any and all actions, causes of actions,
claims, demands, losses costs and expenses, relating to the design and construction
of the Project and provided that full payment has been received by Developer,
Developer shall release the City one in the same.
• Developer agrees to bind specifically Contractor and Consultant, and require that all
respective subcontractors and sub-consultants are bound to the applicable terms
and conditions of this Agreement and the Contract Documents forthe benefit of the
City.
• Developer shall at all times enforce strict discipline and good order among its
Contractor, employees and Consultants and shall not employ any unfit or unskilled
person to Work on the Project.
Developer shall keep itself fully informed of, and shall take into account and comply
with, all applicable state and national laws and municipal ordinances and regulations
in any manner affecting those engaged or employed in the Project.
• Developer and City are required to initiate a Change Order for the purposes of
bringing the Project into compliance with any/all amended or newly enacted laws,
ordinances, codes and regulations.
• Developer is responsible to pay, as a Cost of the Work, all applicable sales,
consumer, use and other taxes required by law and in effect at execution of the
Agreement. A City issued debit card will be provided to Contractor for the purchase
of materials for the Project on behalf of the City without the payment of sales tax.
• Developer shall contract the services of a licensed general contractor {Contractor) to
execute the Work.
• Developer shall submit certified monthly applications for payment prepared by
Contractor for review/approval by the Consultant and Contract Administrator.
• Developer shall provide a location for, attend and participate in weekly construction
progress meetings with the Contract Administrator. Consultant and Contractor.
• Developer will provide overall technical and management services to assist City in
maintaining schedules, establishing budgets, controlling costs, achieving quality and
minimizing operational disruptions.
• Prior to the final completion of construction services, an established record set of
plans and specifications, approved by Developer and Contract Administratorshall be
maintained. In addition, prior to the commencement of construction, Developer shall
submit a CPM Schedule to the Contract Administratorfortheptanning and execution
of the Construction Phase of the Project.
• Should Developer observe or become aware of any fault, defect or nonconformance
with the Projector Contract Documents, Developer shall notify the Consultant and
Contract Administrator and will direct that all reasonable steps be taken to cure or
conform.
• During course of the Work, Developer shall also be responsible for causing
Contractor to provide quality assurance of the construction Work in accordance with
Contract Documents.
• Developer shall coordinate all phases of the Work to facilitate completion of the
Project in accordance with the established time period and estimate of construction
costs.
Commission Memorandum - 5`" and Alton Off-Site Improvements t)evefopmenf Agreement
September 10, 2008
Page 4 of 7
Consultant will provide at a minimum the following services:
• Consultant shall perform all of the architectural and engineering services necessary
to describe, detail and design the Project in accordance with the Contract
Documents.
• Consultant shall design the Project so as to comply with applicable codes and
regulations.
• Consultant shall prepare the Plans and Specifications, as well as review and
approve (or take other appropriate action upon) submittals such as Shop Drawings,
product data and samples.
• Consultant shall prepare construction change directives, if necessary, and authorize
minor changes in the construction Work as provided in the Contract Documents.
• 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 certificates for payment for Work performed in
compliance with the requirements of the Contract Documents.
Consultant shall review Shop Drawing submittals prepared by the Contractor and its
subcontractors and return to Contract Administrator for routing.
Consultant shall review andlor respond to Contractor andlor City inquiries regarding
the intent of the Contract Documents with respect to written requests for information,
requests for Change Orders, and other communications between the Developer and
the City requiring Consultant review.
• Consultant shall prepare Contract Document clarifications to address clarifications
regarding the intent of the Contract Documents.
• Consultant shall perform specialty site visits by various design disciplines upon
request in the prosecution of the Work.
Consultant shall assist Contract Administratorwith the development of a punch list or
list of items requiring corrective action.
• Consultant shall attend weekly progress meetings with the Developer, Contract
Administrator, and Contractor to review Work progress and resolve issues relating to
the prosecution of the Work.
• Consultant shall have the authority to order or approve deviations from the Contract
Documents, pursuanttoapproved Change Orders, so long as such deviations do not
cause the Cost of the Work to exceed the Guaranteed Maximum Price. In the event
any such deviations are sought, prior written approval from the Contract
Administrator must be obtained.
Cost Proaosals
Proposals and estimates without Value Engineering
A cost proposal of $2,028,095 was initially provided by the Developer's Contractor, Suffolk
Construction. This proposal was reviewed by both, the City's Capital Improvement Projects
Office, as well as a third-pally cost estimator. Additionally, this proposal did not include any
value engineering suggestions.
Since receipt of the initial cost proposal, the Administration has been negotiating costs with
the Berkowitz Development Group (Berkowitz) for the construction of the proposed right-of-
way improvements, which include streetscaping and drainage, on 6`" Street between Alton
Road and Lenox Avenue and on Lenox Avenue between 5"' and 6"' Street, and that
complies with the Flamingo neighborhood master plan.
The negotiations with Suffolk focused primarily on the value of the General Conditions after
Commission Memorandum - 5`" and Alton Off-S/te Improvements Development Agreement
September 10, 2008
Page 5 of 7
some items were clarified and verified. The City provided the Developers plans to an
independent construction cost estimator. The estimate prepared by The Bosch Group
(Bosch), a professional estimating firm, was for $1.649,250 without value engineering
suggestions. The Suffolk proposal was 23% higher than the Bosch estimate.
Approximately $202.000 of the approximately $379,000 cost difference between the original
Suffolk proposal and the Bosch original estimate were reconciled and reduced the original
Suffolk proposal to $1,826,676. Although there are other minor discrepancies throughout
the unit prices, the majority of the remaining $177,000 cost difference remains in General
Conditions. Suffolk proposed $417,551 in General Conditions in their original proposal.
They later reduced it to $394,813. Bosch estimates that General Conditions should only
cost approximately $279,693.
In addition, the City provided the Developer's plans to a contractor on the Job Order
Contract (JOC) list. The JOC proposal, developed by H.A. Contracting (HA), was for
$1,639,239 without value engineering suggestions. This proposal and estimate differed by
less than 1 % from the Bosch estimate but still differed from the Suffolk original proposal by
twenty three percent and from the negotiated proposal by Suffolk by eleven percent. HA
includes $186,193 for General Conditions in their proposal which is closer to the Bosch
estimate and below the Suffolk proposal.
On May 28, 2008, a meeting was held with Berkowitz, Suffolk, Schwebke Shiskin, Bosch,
and the City to discuss the cost difference. The proposal was reviewed line item byline item.
Bosch and Suffolk were able to reconcile quantities and unit costs in almost all
circumstances so that it was verified that the work scopes were the same and that no items
were omitted by Bosch.
The Bosch estimate was not modified after the discussions with the team and after
verification that quantities and unit costs were consistent with the scope. In a separate
meeting with the City, H.A. confirmed that it included all the line items and work scope that
Suffolk included in its proposal. Specifically, concerns raised by Suffolk relating to Payment
and Perfonnance bonding, allowances for repairs, materials testing. extended hours for the
asphalt plant, tree fertilization systems, and irrigation are included in the H.A. proposal.
These items are either included in the Job Order Contract as specific line items, and thus
included in the multiplier, or are listed in multiple line items of the JOC proposal. The JOC
proposal presented here is the negotiated amount after discussions with HA on scope and
prices and after comparison with both the Bosch estimate and the Suffolk negotiated
proposal.
I Suffolk Negotiated Bosch Origina~ JOC Negotiated
Proposal Estimate' ~ Proposal
$1,826,6761,649,250 $1,639,239
* Bosch estimate was deemed accurate and complete
Proposals and estimates with Value Enoineering
The City also identified some items that could be value engineered. This value engineering
list included reducing the amount of street furniture, eliminating a street tree fertilization
system, reducing the sidewalk thickness from six inches to four inches, and avoiding a
Commission Memorandum - 5`" and Alton Of/-Site Improvements Development Agreement
September 10, 2008
Page 6 of 7
complete rebuilding of the road by milling and resurfacing with an asphalt leveling course.
The chief possibility for cost savings after all other items in the proposals and estimates
have been reviewed and agreed upon lies in the need to rebuild or not to rebuild the base
and sub-base of the streets.
Following subsequent discussions between the parties, it was agreed to reduce the amount
of street furniture and reduce the sidewalk thickness per the value engineering proposal,
while it was determined that the tree fertilization system would remain. However, the
Developer's engineer was concerned about certifying plans that did not call forthe complete
rebuilding of the street. As a result, the City agreed to have a geotechnical investigation
performed at ten locations to determine the need for completely rebuilding the street or
whether milling and resurfacing and some elevation adjustments would be sufficient.
At this time, the geotechnical report is not complete. Once completed, the parties will meet
again to determine the need for rebuilding the street or not and to reach a final agreement
on the price that the City is willing to pay for the work. Upon completion of the geotechnical
report, the City will also request an updated formal cost proposal from the JOC Contractor,
H.A. Contracting. Currently HA has provided an estimate of probable costforthis part of the
value engineering proposal which would be further refined after review and evaluation of the
geo-technical report.
Bosch estimates that this revised scope of work based on the value engineering proposed
would cost $1,213:114 for a potential savings of $436,136 from their original estimate. The
Suffolk proposal for this work, after value engineering: is $1,580,163 which would potentially
save $246,513 from their negotiated proposal. The chief savings were obtained by not
building a new sub-base and base for the road. A difference in the area of General
Conditions remains. It is estimated that the possible value engineering approach for the
road improvements would not only reduce the material and labor costs but also would
reduce the time it would take to perform the work from six months to four months. As a
result, there could be additional savings in the General Conditions.
~
Suffolk Value
Bosch Value T
HA Contracting
Engineering Engineering Value Engineering
Proposal ~ Estimate Estimate
$1,580,163 $1,213,11 Pendin~
In addition to the proposed construction costs, the proposed Agreement allows for the
Developer to collect a 6% fee to cover its costs for managing the design and construction of
the project on behalf of the City. The responsibilities ofthe Developer are delineated above.
This fee is roughly comparable to the CIP Office charge thatwould be added to the HA price
if the City decides to contract for this construction effort directly.
Separate from these two efforts, the City has requested a former member of the Capital
Improvement Projects Oversight Committee, Mr. William Goldsmith, to review these
documents. Mr. Goldsmith has indicated that he believes the value of this project can be
contracted for significantly less than either of the proposals or estimates received by the
City. Mr. Goldsmith has advised staff that he will present his findingsto the City Commission
at the September 10, 2008 meeting.
Commission Memorandum - 5`" and Alton Off-Site Improvements Development Agreement
September f0, 2008
Page 7 of 7
Finance and Citvwide Proiects Committee
A concern for the Project is to ensure that these improvements are implemented in time to
coincide with the opening of the completed Project; and additionally, so as to mitigate any
adverse conditions as much as possible, the work (performed by whichever contractor is
selected) is coordinated with the Construction Phase of the Project. Therefore, the
Administration presented this project to the Finance and Citywide Projects Committee on
August 21; 2008.
CONCLUSION
The Administration recommends that the Mayor and City Commission place the project out
for competitive bid with the intent to award a construction contract at the October 2008 City
Commission Meeting. If the bids received are in excess of the price received from the Job
Order Contract, the recommendation is to reject the bids and to go with the JOC price.
However, the intent is to get a competitive price that is lower than those already received.
JMGlTHIJCIkc
T:IAGENDA120071apr11071RegularlPotamkin Second Amendment.doc
This urscntment prepzrcd by and
after recording return to:
Arnold A. Brown, Esq.
Bitzin SumUerg Baena Price & Axelrod LLP
200 South Biscayne Bh d., Suite 2500
Miami, Hlurida 33131-340
DEV ELUPMLN'I' AGR)/EMENT
Between
CITY OF ML~VII BEACH, FLUR.InA
and
fiERKO~VITZ DEVF.LOPNIE~IT GROU?, II~C.
for
OFF-SITE II~FRASTRUCTURE ~'~%ORK AT ~Tlt & ALTUN
N.IA'~:I 1908??8.2 i:9821?084
llL''V1;LOPNIF,NT AGREI;~II;NT
THIS DEVELOPMF,1\"T AGREL'MENT (tlvs "Agreement") is entered into as of the
_ day of 2008, by and between the CITY OF MIAMI BEACH, FLORIDA, a
municipal corporation of the State of Florida (the "City") and BERKO}'.•`1TZ DEVEi:OPMENT
GROUP, iNC., a Florida corporation ("Developer").
REC1I'ALS:
A. The City is the owner of certain streets knowm as G`" Street and Lenox Aver:ue, in
Miami Beach, Florida (the "Project Sae"}.
B. Developer's affiliate, AR & J SUBE, LLC ("Owner"); is the owner of certain land
adjacent to the Projeci Site, bounded by ~i6 Street, 6"' Street, Alton Road and Lenox Avenue,
Ivliami Beach, Florida (the "5'~' & Alton Property").
C. The City has approved and is planning to perform drainage improvements, utility
upgrades, road, sidewalk; Iamdscaping and street-scape work as more particularly provided for in
this Agreement within the Project Site.
D. The City and Owner have mutually determined that the aforestated work within
the Project Site should be coordinated with constructior. of the project contemplated to be Quilt
on the 5'~' & Alton Property (the "5"` & Alton Project").
E. The City administradoa sta1T and Developer met several times to develop desi~i
concepts, construction schedules, costs eslirnatcs and terms and conditions for a negotiated
development agreement between the City and Developer.
F. The Nlayor of the City and the City Commission ui Resolution No. _ _
adopted after two duly noticed public hearings held pursuant to the Dcvciopmerrt Agreement
Act, detemilred that it is in the best interest of the City to enter irao this Agreement wiih
Developer for the performance of the aforestated ~;rork.
NORM, THEREFORE, in urnsideration of the mutual terms acid conditions; promises,
covenants and pavmenls itereirraiter. set lirrrh, the City and Developer agree a; follows:
AR`I'ICLF. I
DEFIl~TITIONS AND IDF.NTIFIC:ITIONS
For the purposes of this Agreement and the various covenants, conditions, terms ar:d
provisions which follow, the DEFINl'f IONS acrd IDENTIFICATIONS sot forth below arc
assumed to be trae and correct and az-e agreed upon by the parries.
The above recitals are true and accurate acrd incorporated info :his Agreement by
reference.
~IIAte4 13G83732 71y521708<
GVlrenevel• the following terms or pronouns in place of them appear in this Agreement the
intent and meaning shall be interpreted as follows:
1.1 Agreement: Agreement shall mean this Agreement and all addenda, exhibits, and
amendments thereto bet~t•ccn the City ar:d fne Developer fbr the Project, all as defined 1_creiu.
I ~ Inientionally Omitied.
1.3 ]ntentionalh Omitted.
1.4 Intentionally Omitted.
l.5 Change Order: A written ilocumcnt ordering a charrge ilr die Contract Slam; the
Cost of the Work, or Contract Timc or a: material change in the hnprovements.
1.6 City: The City shall mean the City of Ivliami Beach, a Florida mur>icipa;
corporation, having its principal offices at 1700 Convention Center Dmre; Miami Beach, Florida
33139, which is a party hereto and/or for which this Agrcemcht is to be pcrfonned. In all
respects hereunder, City's perforrnarrce is pursuant to City's position as the owner of the Project
Site. In the event City exercises its regulatory authority as a govemnental body, the exercise of
such regulatory authorit;~ and the enforcement of any ru'.es, regulations, laws and ordinances
shall be deemed to have occurred pursuant to Cit;~'s regulatory authority as a governmental body
and shall not be att+ibutable in any marsler to City as a party to tlis Agreernenc.
1,7 City Corrunission: City Commission shall mean the governir_g t,[[d legisiativc
body of the City.
1.8 City Manager: City Manager shall mean the Chief Administrative Officer of the
City.
1.9 lntcntionall ~ Onuttcd.
1.10 Intentionally Omitted.
1.11 Construction Phase: The phase of services which constitutes Developer's
administration of the construction of the Project and all activities necessary for the completion of
the Project.
1.12 Construction Schedule: The schedule for the Project attached as Exhibit ":~", as
such schedule may be modified from time to time as a result of a Change Order.
1.13 Consultant: T'ac registered rnclri:ect, professional engineer, professional 1a1_d
surveym•, civil engineer, and/or registered landscape arciritec' who has contracted with
Developer (or Owner) to provide professional services for the design and construction of the
Project, and who is further licensed by the State of Florida to provide said services. The primary
consultant for this Project shall be the firm of Schwcbke-Shiskin & Associates, hrc.; a
pro['essionzl services firm duly certified, licensed and registered as a Civil F.nginecring & Land
Surveying Pine; located at 3240 Corporate \~'ay, Miratnar, Pknida 33025.. When the icnn
MIAPdi 1308378.2 719821?0842
"Consultant" is used in this AgreernenC it shall be deemed to vtclude Schwebke-Shiskin &
Associates, Inc. as the primary consultant, or such other consultants} selected by Developer and
approved by the City in its reasonable discretion.
Developer and Ciq~ herein agree and acknowledge that Developer shall utilize
Consultant's Plans and Specifications for the Project for Developer's construction of the Project.
Developer further acknowledges and agrees that Consultant sl;all render as a Cost of the ~\ ork
certain professional services pursuant to this Agreement, inchading but not ]inutcd to; additional
rVE services, as required; Project corstruction site supervision aud/br observations zelative to the
Improvements; and the rendering of approvals, opinions, and decisions, all as mote sped&cally
set forth in the Contract Documents. Developer herein fiutlrer agrees and shall recaire any
Consultant services, including but not limited to those referenced in the preceding sentence,
which will be required pursututt to [he Contract Documents; to also be bindi-rg upon Developer's
Contractor; to the extent as saute are binding upon Dcveioper as a party pursuant w tlris
Agreement. It shall further be Developer's sole artd absolute responsibility to assure such
compliance by its Contractor.
Developer and the City aarce and acknowledge that the City is an intended third patty
beneficiary in any contract entered into bern~een Developer (or Ow~rter) and Consultant.
Developer shall therefore submit its foal agreement with Consultazu to the City, for its review
and reasonable approval, prior to such agreement being executed by and between Developer turd
Consultant. Additionally, Developer herein represents to the City that its agreement with
Consultant shall incorporate the terms and conditions of this Agreement and the Contract
Documents, and Developer shall assume sole and absolute respousibility for binding Cpnsultaztt
to same as if Constiltant were a party to this Agreen;ettt. T}te City has approved Developer's
selection of Consultant to design the hnprovcments and the form of the agreement, a copy of
which has beer. famished to the City.
1.14 Contract Administrator: "I'he Dh-ector of the Capital Improvement Projects (CIl')
Office of the City, or iris designee, sL•all be designated as the Contract Administrator for matters
concerning this Agreement. The City agrees that a single person shall serve as Contract
Administrator under this Agreement and the City shall notify Developer of the persor. who. shall
serve as Contract Administrator.
Developer herein agrees and shall require that any Contract Adrnitistrator services which
will be required pursuant to the Contract Documents shall aso be binding upon Contractor, to
the sanie extent as same are binding upon Developer as a patty pursuant to this Agreement.
1.15 Contract Documents: This Agreement, as approved by the Mayor and Ciry
Commission and executed by the Mayor and City Clerk; the A1.A AI11 Standard I:onn n:
Agreement Between Owner aztd Contactor, the Addendtnn to A1:1, the A201; General
Conditions to the Contract of Construction, any approved Change Orders; the performance turd
pay~rttent bonds; the Plans and Specifications and any and all other construction documents (in
standard AIA form); other const;vetion documents (in standard ALA form) such as CPM;
Construction Schedule, and schedule of values; and any other documents the submission o
which i required by this Agreement. ~'Uhen reference is made in the Contract Docurncrts to
publications, staztdards or ardes issued by associations ar societies, the intcut shall he iv specify
h;tr;~u t=os3•*s.7. ?tvs?t-osa 3
the ctuxent or adopted edition of such publication or standard including revision and effect cnr the
date of the contract execution notwithstanding a_-ry reference co a particular date.
1.16 Contractor (or General Contractor : Suffollc Constnicfion Company, Tnc., a
lvlassachusetts corporation, its successor and assigns, or such otl_er contractor selected by
Developer, and approved by the City in its reasonable discretion, to perform the hnprovcments
for the Project.
Developer and City agree and ac'rnowledge that City is an intended Hurd party
beneficiary in any contract entered into behveen Developer and Contractor. The Developer shall
therefore submit i`s final agreement wi<1; Contractor to the City, for its review arc approval,
pror to such agreement being executed by and between Developer and Contractor. Additionally,
Developer herein repxesents to City that its agreement with Contractor shall incorporate the
terms and conditions of this Agreement and the Contract Documents, and I)eecloper shall
assume sole and absolute responsibility for binding Contractor to same as if Conhactor were a
party to this Agreement. The Citiy has approved Developer's selection of Contractor to construct
the hnprovcments.
1.17 Contractor's Fee: Contractor's ree shall have the meaning see forth in Section 8.6.
1.18 Contract Sum: The Contract Sum is the cost to complete t:~e ~~'ork.
1.19 Contract Time: Contract Time shall have the meaning set forth in Section 63.
1.20 Cost of the Work: Cost of the ~•Srork shall have the meaning set fortis in Sccuoa
8.10.
1.21 CPVI Schedule: CYM Schedule shall mean critical path method schedule.
1.22 Defective ~~Vork: Defective ~~'ork means R%ork that is riot performed in
accordance with the Contract Documents, in violation of code; iirstal:ed in ~~ola[iou of 4rc
rnanufaeturer's written instructions where the installation has caused new materials to be
detrimentally affected where the life expectancy of the material installed is reduced, m- otherwise
installed in anon-workmanlike manner.
1.23 Intentionally Omitted.
1:24 lntentionall O~ttzd.
1.25 Developer: Berkowitz Development Group, Inc.; a Florida corporation, its
successors and assigns, is the Developer selected to perform the Improvements pursuarrt to lids
Agre:'rnent, and is the person, firm or corporation liable for the acceptable perforniance of the
Project.
1.26 Developer's Fee: Developer's Fee shall have the meannrg set forth ir. Sector. 8.6.
1.2; Develo ment Agreement ,act: Development Agreement Act means the Florida
Local <iovcnmrenl Develop.rreut Agreement Act, Section 163.3220; et. seq., Florida Stariaes.
1,tLaD•111308378.2 11982170844
1.28 Development Approval: Development Approval means any zoning, rezonnrg,
conditional use special exception, variance or subdivision approval, concurrency approval under
Section 163.3180, Florida Statutes, or any other official action of local government having the
effect of approving development of land.
1.29 Documents: Documents shall have the mewling set forth ur Section 3~.1.
l .3U Intentionalh~ Orniited.
1.31 Field Order: A wrtten order issued by the Contract Administrator which orders
minor changes in fhe Project but which does not involve a change in the total cost or time for
performance.
1.32 Final Completion: The date certified by Consultant that all conditions oC the
permits and regulatory agencies have been met, all construction, including corrective and punch
list Work, has been performed, pursuant to the Contract Documents, all administrative
requirements of the Contract Documents have been completed, and City has received from
Developer a release of all liens, consent of surety, release of claims by Developer, corrected as-
built drawings, executed fma] adjuster? Grange Order(s), copies of pertinent test results,
correspondence wid other necessary documentation, including all warranties, guarantees, and
operational manuals, if any.
1.33 Guaranteed Maximum Prico: Guaranteed Maximum Price shall have the meaning
set forth in Scetion 8.1.
I34 Iiazazdow Materiels: As used in this Agrermcut "Hazazdous 1~4aterials" means
any chemical; compound, ma:crial, substance or other matter that:
1.34.1 is a flammable, exp:osive, asbestos, radioactive nuclear medicine;
vac:cir_e, bacteria, virus, hazazdous waste, tonic, overtly injurious or potentially injurious
material, whether injurious or potentially injurious by itself or ill combination with other
materials;
1.34.2 is controlled, referred to, designated i:r or governed by any Hazardous
Ivlaterials haws;
134.3 gives rise to any reporting, notice or publication requirements under
any Hazazdous Materials Laws, or
1.34.4 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.
1.35 Hazardous Materials Laws: As used ur this Agreement, the terns "Hazardous
Materials' Laws" means any and all federal, state o: local laws or ordinances, rules, decrees,
orders, regulations or court decisions (including the so called "common law"), including without
limitation the Comprehersive Environmental Response, Compensation and Liability Act of
1980, <u amended (42 U.S.C. §§9601 et seq.), the Hazardous Materials "Praz>sportation .Act, as
~IIA~11 1'+Ok378.2 71982I7GS4 5
amended (49 U.S.C. §§1801 et seq.), and the ltesourcc Conse:t~ation and Recovery Act oi' .976;
as amended (42 U.S.C. §§6901 ct 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 vther similzr substances or conditions.
136 Intentionalh~ Orautted.
1.37 hunrovements: The improvements to be consn-uctcd on the Project Site
substantially in accordance with the schematic azid design development drawings attached as or
described nr Exhibit "B".
1.38 Land DcveIomnent Rc~ttlations: Lazed Development Regulations means Subpart
B (Chapters 114 through 142} of fhe Code of the City of lvliazui Beach, Florida, as the same was
in effect as of the date of this Development Agreement.
1.39 Intentionally Omitted.
1.40 Inteatior.ally Omitted.
1.41 Notice(sl fo Proceed: A written document(s) issued by the Contract
Administrator informing the Developer to officially begin the Project.
1.42 Yennits and Approvals: Any ar:d al] permits and final non-appealable approvais
required to be issued by the City aucL~or its applicable boards, and other governmental authorities
in comiection with the constnuction of fhc Project including, without limitation; City of lvliami
Beach building pernuts, final non-appealable approvals of City .and use boards; as applicable,
Miami-Dade County Department of En~iromnental Resources Iv'lanagement permits, Florida
llepart-nent of En~•~rorunental Protection (DEP) permits, and any utility access agreen:arts with
all applicable utility companies.
1.43 Plans and+'or Specifications: The official graphic and descriptive representations
of this Project, which are a part of the Contract Documents.
1.44 Protect: The Project means the Work described in the Contract Documents and
generally consists of the construction of drautage improycmeris, utility apgrades, rozd, sides+~allc,
landscaputg and street-scape work as mare particultu-h~ provided for in this Aft~eerncnt within the
Project Site.
1.45 Protect Site: Project Site shall have the meaning set forth in the Recitals.
1.46 Shop Drawings: Drawings, diagrams and schedules (excluding; however, the
CPM Schedule), and other data specially prepared by Contractor or its subcontractors, sub-
subcontractors, manufacturer; supplier or distributor to iliusirate some portion of the Work.
1.47 Substantial Completion: Subject to the requirements of Article 42, the dates
certified by the Consultant thzt all conditions of the permits acid regulatory agencies have been
met for tl_e City's intendul use of each portion of the Ymject, and all construction has been
performed therein in accordance with this Agreement and the Contract Documents so City can
MIAMIli08378.2 ii9821`,'OS46
fully, as opposed to partially, occupy or utilize each portion of the Project for its intended
purpose. At a minimum, a Certificate of Substantial Completion or sunilar document evidencing
Substantial Completion is one of the requirements for Substantial Completion.
1.48 Surety: The surety company or indi~ridual which is bound by the performance
bond and payment bonds t~~ith and for Developer and Contractor who is primarily liable and
which surety company or individual is responsible for Contractor's acceptable performance of
the G4'ork under the Contract Documents and for 'tie payment of labor, materials and equipment
tumished for the use in the performance of the Construction Contract. The bond forrs shall be
issued in accordance with Section 255.0, Florida Statutes.
L49 (;tilities: The public or private systems on the Project site for rendering electrica:
power, light, heat, gas, wafer, communication, sewage systems, and the like.
1.50 Work: The construction required by the Contract Documents, as permitted,
including all labor necessazy to produce such construction; and all materials and equiptnen:
incorporated or to be incorporated in such construction.
AIiTICI:E 2
INTENTION OF AGREEIIIENT
It is the intent of the Contract Docwnents to describe a functional'.y complete Project to
be constructed by Developer in accordance with said Contract Documents. Any Work, materials
or equipment that may reasonably he inferred from the Conuact Documents as being rccuircd to
produce the intended result will be supplied. When words which Lave a rvcll-known tecwical 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, orgurization or association, or to laws or regulations of any
governmental authority, whether such reference he specific or by implication, shall mean the
standard specification, manual, code, laws or regulations in effect at the time of the completion
of design. Applicable laws or codes chat r.1ay be changed after a permit is issued may result in an
increase in the Contract Time or Contract Sum should additional Work be required on behalf of
the Developer.
~~RTICLE 3
coNSTxI; cTZON
3.1 Consistency with City's Comprehensive Plan and Lonin~ Regulations. The
City has adopted and implemented ll~e Comprehensive Plan. The City hereby finds and declares
that the pro~~sions of this Agreement dealing with the Project and the Project Site arc consistent
with the City's adopted Comprehensive Plan and Latrd Development Regulations, subject to all
applicable requirements, permits and approvals.
3.2 Intentionally omitted.
A4L4hr113083?8.2 '1982'.70847
3..i llesien of the Project. Developer shall be solely responsible for overseeing and
directing Consultant in the desigft of the Project; and. such design shall be substantially in
accordance with the Plans and Specifications. City's prior approval of the Plarts and
Specifications for the lmprovefnents, in its proprietary and no: regulatory capacity, has been
granted. The approved Plans and Specifications are attached to or described on Exhibit "C".
Developer shall obtain a Tull Building Permit within 270 days from the
Commencement Date of this Development Agrcefnent aztd Developer's failure to do so shall
constitute a Default under this Agreement, unless such date is otherwise extended by the City,
through approval of its Iv4ayor azrd City Commission. However, Developer shall not Commence
Construction of the Project unless and until (i) Developer shall have obtained aztd delivered to
City copies of all Permits and Approvals required to cofnrnence construction, aztd (ii) Developer
shall have delivered to City original cenificates of the policies of insurance required to be espied
pursuant to the provisions of Article 51 of this Ag-cement.
Prior to commencement of construction of the Project, Developer shall
cause its Contractor to furnish to City a payment and performance bond (tire "Pa}nttcnt azul
Yerforntaztce Bmtd"); in a form reasonably acceptable to City, issued by a srtrcty listed in the
most recent United States Department of Treasury listing of approved sureties, guaranteeing the
performance of the Contractor under that certain guaranteed maximum price contract for the
construction of the Project. City' may accepi, in its sole and absolute discretion; for any reason
and.'or for no reason whatsoever, a completion guarantee from the Contractor in substitution for
such Payment and Performance Bond. Owner shall be named as a dual obligee under the
Payment and Performance Bond.
Should Developer wish to utilize a Letter of Credit instead of a Payment
and Performance Bond, then the Letter of Credit shall be ht an amount equal to one hundred
percent (100%) of the cost of the Improvements plus professional design fees related to the
preparation of the construction docmnents, and issued by a state or federal banking institution or
an institution approved by the City's Chief Futancial Officer, which approval shall not be
unreasonably withheld or delayed. The Letter of Credit shall insm-e the faithful performance by
the Developer of all of its construction obligations, under the same ternts and conditions as the
Payment and Performance Bond described above. The Letter of Credit shall be renewed
annually and shall be maintained at the City's Finance Depazimettt during the entire term of
construction and until a Futal CO is issued flit fire Improvctnents. The Letter of Credit shall be
reduced in aznount as the work proceeds as certified by Consultant, and may he tcnuntated at
such time as the Improvements are completed as evidenced by the issuance of a Certificate of
Occupancy, and reasonably satisfactory evidence is pro~•ided by the Developer to the City
Manager that the requirements of the Letter of Credit ]rave been satisfactorily concluded. The
form of the Letter of Credit shall be approved by the City Ivlaztager, which approval shall not be
unreasonably withheld or delayed.
3.~ Pub!ic Facilities and ConciuTencv. As the Project nnrolves utfrastructure rmork
within existing roads and there is no enclosed space being constructed, there are no concu:-rency
unpacts on the Project. City and Developer anticipate that the Project tviG be served by those
roadway transportation facilities currently in existence as provided by State, Comity and local
roadways. his also anticipated that the Proje:,t will be served by pubLc irursportalion facilities
MIAA4[ 1308378.2 7198217084 8
currently in existence, including those provided by Miami.-Dade County, the City, and other
governmental entities as may presently operate public transportation services within the City.
Sanitary sewer, solid waste, drainage, and potable water services fur the proposed Project are
expected to be those services cunrently in existence and otvned or operated by ~•tiatni-Dade
Cowity, the Miami-Dade County ~'~'ater and Sewer Department, and the City. The Project will
also be serviced by any and all public facilities; as such are detined in Section 163.3221(12),
Florida Statutes {1997), as such are described in the City's Comprehensive Plan, specifically
including, but not limited to, those facilities described in tl_e infiashvcture Element and Capital
Improvements Element therein, a copy of which is available for public inspection in the offices
of the Planning, Design and Historic Presen~ation Department of the City.
3.5 Intentionally Deleted.
3.6 Required Permits and Approvals.
3.6.1 Notwithstanding any other provision in this Article 3 or in this Development
Agreement, Developer shall be solely responsible for obtaining any and all Permits and
Approvals as required for the construction of the Project. R%here necessary or desirable the City
shall act as the applicant for the Permits and Approvals. Developer shall be responsible for
processing all applications for the Pcrrnits and Approvals. Contract Administrator shall
reasonably assist Developer in facilitating the prompt issuance of the Permits and Approvals. ir.
the event Developer has provided alt documentation necessazy to obtain the Permits and
Approvals and the City (or such other governmental entity which is responsible for dte issuance
of a Permit andior Approval) fails to issue all of the Permits and .Approvals {other than the
Certificate of Completion) prior to the end of the pennii phase set forth in the Construction
Schedule, the permit phase and the Contract Time shall be extended one day for each day from
the end of the permit phase to the issuance of ail of the Permits 'and Approvals (other than the
Certificate of Completion). No clavn for damages or any c:aim, other than for extension of time
and adjustment in Contract Sum andlor Cost of the Work, shall be made or asserted against the
City by reason of any delay(s) in issuing any Permit(s) and Approval(s) for the Project. All fees
due in connection with the Permits and Approvals shall either be {a) paid by the City in addition
to the Cost of the Work and not as part of the Contract Surn, or (b) waived.
3.6.2 1']tere are no reservations and!or dedications of land.for public proposes drat are
proposed wader the terms of this Agreement.
3.6.3 The failure of this Agreement to address a particular permit, condition, term or
restriction shall not relieve Developer of the necessity of complying with the law govenring said
permitting requirements, conditions, term or restriction.
3.7 Imtentionally Omired.
ARTICL:1!: 4
CO)\"TRACT DOCIILVIENTS
4.] The Contract Documents shall be followed as to Work, material, and dimensions
except ~ahcn the Contract Adtnutisnator may and:oriu:, in his reasonable discretion, :n writing,
MI~1113083?8.2 719821ioR49
an exception. Developer shall be entitled to a Change Order. for exceptions that result in a time
delay or extra cost.
4.2 Dimensions given in figures are to hold preference over scaled measurements
from the drawings; however, ail discrepancies shall be decided upon by the Consultant with
notice to Conn•act Administrator. Developer shall not proceed when in doubt as to any dimension
or measurement bu± shall seek clarification from the Consultant ~m~th notice to Contract
Adminstrator.
4.3 Developer shall maintain four (4) copies of the Contract Documents; hvo (2) of
which shall be preserved and ahvays kept accessible at the site to the Contract Administrator or
lusher authorized representatives.
4.4 This Agreement incorporates by reference the Contract Doc>_unents defined iu
Section 1. ] 5. In the event of a conflict in the Contract Documents, the documents for the Project
shall have the following order of precedence, beginning with the most important:
1. Change Urders
2. Contractor's Qualifications and Assumptions
2. This Agreement and all addenda, exhibits and amendments thereto
3. The .Addendum to AIA Al l l beriveen Developer and Contractor
4. The AIA A111 S:a.-rdard Form of Agreement between Ov;ncr and
Contractor
5. "I'he Plans acrd Specifications (Approved and Permitted)
G- Uther Contract DocumenU
ARTICLE 5
SCOPE OF ~'4'ORK
5.1 The scope of the Work for the Project is t'ne Work descrbed ur the Conn•act
Documents and generally consists of drainage improvements, utility upgrades, road, sidewalk,
landscaping and street-scape work as more particularly provided for in this Agreement within the
Project Site.
5? Contract Administrator wtill provide, at a rnurimurn, the following serv:ccs
5.2.1 Contract Administrator shall inspect the Work.
5.2.2 Contract Administrator shall have the authority co reject Work that does
not in his reasonable opinion conform fo the Contract Docu.-nents.
5.2.3 Contract Administrator shall monitor the overall control and expediting
of the construction of the Work to facilitate completion of the Work within the approved time
frame and within the Contract Sum.
A71~9! L'-08378.2 71982170gt 10
5.2.4 Contract Administrator shall develop one comprcherrsive punch list of
items requiring corrective action..
5.2.5 Contract Administrator shall attend wea'cly progress rrcetitrgs with the
Developer, Consultant and Contractor to review «rork progress and resolve issues relating to the
prosecution of the W"ork.
5.2.6 Contract Administrator shall instruct Developer to conunertce fire ~~Vork
by written instructions in the form of a Notice to Proceed issued by Contract Administrator.
5.2.7 Contract Administrator sha'1 initiate or approve Change Orders in
accordance with the terms of this Agreement.
$.2.8 Contract Administrator shall re~Zew and approve applications for
payment and submit same to the City for payanent.
5.2.9 Contract Administrator shall approve or issue Field Orders.
5.2.10 Contract Administrator shall review Shop Drawings.
5.3 Consultant will pro~tide, at a minimmn, the followhig sernices:
5.3.1 Consultant shall perform all of the architectural and en,}nzering
services necessary to describe, detail and design the Project in accordance with the Contract
Documents.
5.3 ~ Consultant shall design `1~c Project so as to comply with applicable
codes and regulations.
5.3.3 Consultant shall prepare the Plans and Specifications; as well as review
and approve (or take other appropriate action upon} submittals such as Shop Drawings, produci
data and samples.
5.3.4 Consultant shall prepare constructoon change directives, if necessary,
and authorize minor changes in the construction «%ork as prodded in the Contract Documents.
53.5 Cousult:uit shall rec;cive and review for compLancz with the Contract
Documents all writen warranties and related documents rcqun•ed hereby to be assembled upon
Substantial Completion and issue certificates for payment for GVozk performed in compliance
with the requirements of the Contract Documents.
53.6 Consultant shall review Shop Drawing submittals prepared by the
Contractor and its subeonh-actors and return to Contract Administrator for routing.
53.7 Consultant shall review and%or respond to Contractor and/or City
inquiries regarding the intent of the Contract Documents with respect to written requests for
information, requests for Change Orders, and other communications bctvczen the Developer and
the Ciry requiring Consuliaru review.
~IIAMn 1308378? 719821708+11
5.3.8 Consultant shall prepare Cmrfiact Docummcnts clarifications to address
clarifications regarding fne i_ntcnt of the Contract Documents.
5.3.9 Consultant shall perform specialty site visits by various design
disciplines upon request in the prosecution of the ~irork.
5.3.10 Consultant shall assist Contract Administrator with the development of
a punch list or list of items requiruig conecfive action.
5.3.11 Consultant shall attend weekly progress meetings with tae Developer;
Contract Administrator, and Contractor to review Work progress acid resolve issues relating to
the prosecution of the Work.
5.3.12 Consu]tant shall have the authority to order or approve deviations from
the Contract Documents, pursuant to approved Change Orders,so long as such deviations do not
cause the Cost of the Work to exceed the Guaranteed Maximum Price. In the event any such
deviations are sought, prior written approval from the Contract Administrator must be obtained.
ARTICLE 6
COl\TRACT TI1~ZE
6.1 Time is of the essence for Developer's and Contractor's perforniance of the G~'ork
pursuant to the Contract Documents. Developer agrees to complete the ~'4'ork in accordaztce with
the Construction Schedule and to achieve Substantial Completion of the Work, in accordance
with the Contract Documents, and within the Contract Time, provided the City responds tirncly
to requests for information, Shop Drawings, and;'or decisions and approvals required under this
Agreement.
6.2 Developer shall be instructed to conm~ence the Work by written instructions in
the form of a Notice to Proceed issued by the Contract Administrator.
6.3 The Work shall be Substantially Completed within twenty-four (24) months after
the issuance of the Notice to Proceed, as may be extended as a result of force majeure events,
mutual agreement of the City and Developer, or by City caused delays. The Work shal3 be ready
for final payment iu accordance with Article 10, vrithir. forty-five (~5) days from the date
certified by Consultant as the date of Substantial Completion (the "Contract Time").
!~RTICI;E 7
DEVELOT'F,R'S RESYONS113iLTTY
7.1 The parties acknowledge and agree that the Developer and Contractor will be
responsible for the construction of the Project in accordance with the terms of this Agreement.
p9IAtdI :3033?8.2 ?19821768412
7.2 It is Developer's responsibility to cause Contractor to have and maintain
appropriate ceriificate(s) of competency, valid for the `f'ork to be performed and for all persons
working on the Project for whom a certificate of competency is required.
7.3 Until Final Completion, Developer sha'.1 be fully responsible for the performatrcc
of its agents and employees, Contractor and Consultant under the teens of this Agreement. Upon
Final Completion, (i) City shall hold otily Contractor, Consultant and the other subconhactors
and subconsultants (but not Developer or Owner) responsible for the performance of this
Agreement and any warranties arising therefrom, (ii) City shall unconditionally acrd irrevocably
release; satisfy and forever dischazgc Developer and Owner, and all of the res~pecnve officers,
shareholders, partners, directors, members, maz~agers, employees or agents of Developer and
Owner, including, writhout limitation, Jeffrey L. Berkowitz; of and from any and all actions,
causes of acfion, claims, demands, losses, costs and expenses, whether direct, contingent or
consequential, liquidated or unliquidated, at law or in equity, relating to the design and
construction of the Project, and {iii) provided full pa}anent has been received by Developer,
Developer shall uncondiGoaally and irrevocably release, satisfy and forever discharge the City
ar_d any employees or agents of t?te City of and from any and all actions, causes of action,
claims, demands, losses, costs and expenses, whether direct, contingent or consequential,
liquidated or unliquidated, at law or in equity, relating to the Project, urcluding, but not tootled to
the design and construction of the Project.
7.4 Developer agrees to bind specifically Contractor and Consultant, and require that
Contractor and Consultant bind any and all of their respective subcontractors and subconsultauts,
to the applicable tcmu and conditions of this Agreement and the Contract Docsumcnts for the
benefit of City.
7.~ Developer shall at all times enforce strict discipline and good order amot:g its
Contractor; employees and consultants, and require Contractor to enforce strict discipline and
good order among its subcontractors at the Project Site and shall not employ on the Project any
urrfit person or anyone not skilled in the ~'Vork assigned to trim or her.
7.6 Developer shall keep itself fully informed of, and shall take into account and
comply with, all applicable state and national laws and municipal ordinances and regulations in
any manner affecting those engaged or employed in the Project, or the materials used or
employed in the Project, or in any way affecting the conduct of the Project, nett of 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 .4g:•eemert, all oC which pro~~siors are .
hereby incorporated by reference and made a part hereof- If any specification or contract for this
Project is knowingly in violation of any such law, ordinance, regulation, order or decree,
Developer shall forthwith report the same to the Contract Administrator ir. waiting. Deve'oper
shall cause all of its agents and employees and Contractor and Consultatrt to observe and comply
with all applicable laws, ordinances, regulations, orders and decrees.
7.7 In the event of a change after the date of this Agreement in tiny national, State,
local or municipal laws, codes, ordinances and regulations which in any manner affects the
Project which becomes known to the Developer or the City, Developer or the City (as applicable)
shall advise the Consultant and Contract .\dministrator, in writing, and the Consultant andior
ivttam+t t3os37s.z ~tsazt ~oaa 13
Contract Administrator, may initiate a Change Chder; the purpose of which shall be to bring the
Project into compliance with all laws, ordinances, codes and regulations as amended or enacted.
7.8 Developer shall pay (subject to payment by City as required herewider) as a Cost
of the Work all applicable sales, consmner, use acid other taxes required by law in effect at the
execution of the Agreement. Developer is responsible for reviewing the pertinent State statues
invoh~iug State faxes and complying with all requirements. Not~m~thst:uiding the foregoing, tl;e
City seal] provide a City issued debit card to Contractor in order for Contractor to purchase
materials for the Project on behalf of-the City without the payment of salts tax.
7.9 Developer shall contract the sernices of a licensed general contractor (Contractor)
to execute the Work.
7.10 Developer shall submit a certified, monthly application for pa}nnent prepared by
Contractor for review/approval by the Consultant and Contract Administrator.
7.11 Developer shall provide a location for, attend and participate in weekly
construction progress meetings with tlrc Contract Administrator, Cortsultarc and Contractor.
7.12 Developer hereby agrees to complete the Project described by the Contract
Documents, in accordance with the requirements and provisions of the Contract Documents.
7.13 Developer agrees to meet with Contract Administrator or ]tis designee at
reasonable times artd with reasonable notice.
7.14 Prior to the final completion of construction sen-ices w~dcr this Agreement, there
shall be established a record set of plans and specifications, on bond paper and on CD Kom,
noncompressed, formatted in the latest version of AutoCAD, which shall bear the approval of
Developer and Contract Pdministrator- Such approval shall be indicated by the written signature
of both parties. In addition, prior to the commencement of construction scn~ices under this
Agreement, Developer shall submit fo the Contract :ldrrmristrator a CPM Schedule fo: the
planning and execution of the Construction Phase o`the Projcet.
7.15 Developer will provide overall technical and management services to assist the
City in maintaining schedules, establishipg budgets, contro]Iing costs, achieving quality and
minimizing operational disruptions.
7.16 Ii at any time the Developer observes or becomes aware of any fault or defect in
the Project or of any nonconformance with the Contract Documents, Developer will notify the
Consultant and Contract Administrator, and will direci that all reasonable steps be taken to
correct such fault, defect or nonconformance.
7.I7 Dururg the course of the work, Developer shall also he responsible for causing
Contractor to provide quality assurance of the construction work in accordance with the
Contract Docrrnrents.
7.18 Developer shall coordinate all phases of the work to facilitate completion of the
Project in accordance with the esta~lisited time period and estimate of construction e;ost.
~,1L~•fI 1308378.2 719821708414
ARTICLE 8
THE CONTRACT SY]?4I
8.1 Tl•.e Contract Sum in the aniount of $ 2,028,095.00 is the maxnnwn azrount,
subject to additions or deletions by approved Change Orders in accordance with tlus Agreement,
agreed to by the City and Developer under this Agreement to comp]cte the Work in accordance
with the Contract Documents (the "Guaranteed Maximum Price"). Developer will comply
with all requirements of funding sources provided by City For construction of the Improvements.
The City confirms that the City Commission has approved the funding of the Contract Sum and
that City Commission approval is not required for any approved Change Orders under this
Agreement, so long as the Contract Sum does not exceed the Guaranteed Maximum Price;
provided however, that the Guaranteed Maximum Price shall iucLucie a contingency allowance.
Prior to expending any amouni of the contingency, or any transfer or other use of the
contingency, Developer shall obtain the prior written approval of the Contract Administrator.
8.2 Developer shall enter into a Cost Plus evith a Guaranteed Maxunwn Price contract
with Contractor on or about the date this Agreement is executed and becomes binding on the
City, in form and substance substantia'ay as subnutted to the City prior to execution of this
Agreement.
8.3 The City shall pay the Contract Sum, as adjusted by approved Change Orders.
The construction contract shall limit the grounds for approved Change Orders to City requested
Change Orders, Developer requested Change Orders approved by the City; force majeure events,
City Building Depaztrnent or other govenunental authority licld inspector requirements, acts or
omissions of the City, errors and omissions in drawings and specifications, material and
substantial changes in the ~~l%ork not causzd by Developer, wncealed or unknown conditions, and
costs due to emergencies incurred in taking action to prevent threatened datnage, injury or loss in
case of an emergency affecting the safety of persons and property, or any other tiVork in which a
Chaube Order would be reasonably warranted or justified..
8.4 Intentionally Omitted.
8.5 The City shall pay Developer the Cona•act Sum plus all approved Change Orders
in current fiords for Developer's performance of this Agreement through the date of the latest
approved requisifion. The initial Contract Stun is the schedule of values which represents the
Guazanteed Maximum Price:. 1'he Contract Sum may he adjusted only by signed and approved
Change Orders issued in accordance with the terms of the Contract Documents.
8.6 Develo-per`s and Contractor's Fee. In addition to the Contract Stun, Developer is
entitled to receive z fee, i-t the amount of six percent (6%) of the Cost of the Work, as said term
is defined in Section 8.10 but excluding the portion thereof constituting Developer's Fee, to
finance Lhe cash flow required for Developer to cause the Work to be completed based on
monthly billings to the City and to offset additional overhead {the "Developer's Fee").
Contractor's Fee shali be set forth in the schedule of values for the Guaranteed Maximum Price
Contract a~td shall not exceed six percent (6%) of the Contract Sum (the "Contractor's Fee").
1`'SC~~II 130378.2 719~2i7C841~
8.7 Intentionally Deleted.
8.8 Adjustments to the Guarat3ieed Maximum Price on account of changes in the
Work maybe determined only in zecordance with the terms of flris Agreement.
8.9 In calculating adjustments to the Guaranteed Maximum Price, the terms "cost"
and "costs" as used in the about-referenced provisions shall mcatr the Contract Swn, as defined
in Section 8.1, and the terms "fee" and "a reasonable allowance for overhead and profit" shall
mean the Contractor's Fee as defined above.
8.I0 Cost of the Work. The teen "Cost of the ~'r'ork" shall mean costs necessarily
incurred by the Developer, Contractor, or Consultant in the proper performance of the GVork.
Such costs shall be at rates not higher than the reasonable and customary price paid for sunilar
work on Miami Beach, Florida except with prior written consent of the City. The Cost of the
Work shall include only the Contract Sum and the items set forth in this Article 8, as follows:
8.10.1 Wages of conshvction workers directly employed by the Developer or
Contractor to perform the construction of the Work at the site or, with the C.ity's nnitten
approval, at oft=site workshops, prodded such costs are not incurred as the proximate result of
defects of deficiencies of the Work.
8.10.2 Wages or salaries of the Developer's and Contractor's supervisory and
admitristrative personnel assigned to the Project as included in the schedule of values shall be
included in the Cost of the Work.
810.3 Wages and salaries of the Developer's and Contractor's supervisory or
administrative personnel engaged, at factories, workshops or on the road, in expediting the
producfion or transportation of materials or equipment required for the Work, but only for that
portion of their time required for the'i'4'ork ar:d only upon the wZilten consent of the City.
8.10.4 Costs paid or incurred by the Developer or Contractor for training,
taxes, insurance, contributions, assessments, profit sharing, peusions and all other benefits
required by law or collective bargaining agreen7ents or by corporate policy and, for personnel not
covered by such ageetnents, customary benefits such as sick leave, medical and health benefits,
holidays, vacations and pensions, provided such costs are based on wages and salaries included
in the Cost of tL•e ~rJork. This amowrt is stipulated to be fifty six percent (56%) of the direct
payroll.
8.10.5 Payments made by the Developer or Contractor to Consultant or other
design professionals in accordance with the requirements of this Ageement (either before or
after execution of this Agreement), provided such costs are not incurred as the proximate result
of detects of def ciencies in the Work.
8.10.6 Costs, including transportation and storage, of materials and equipment
incorporated or to be incorporated in the completed construction.
8.10.7 Costs of materials in excess of those actually installed to allow for
reasonable waste and spoilage. Unused excess materials, if any, shall bcwme the City's property
b[LabII 1?08375.2 719821708< 16
at the completion of the Work or, at the City's option, shaIl be sold by the Developer. Any
amounts realized from such sales shall be credited to the City as a deduction from the Cost of the
Work.
8.10.8 Costs, including transportation and storage, installation, maintenance,
dismantling and removal of materials; supplies; temporary facilities, machinery; equipment, and
hand tools not customarily owned by construction workers, that are provided by the Developer or
Contractor at the site and fully conswned in the performance of the 1~Vork; and cost (less salvage
value) of such items if not fully consumed, whether sold to others or retained by the Developer
or Contractor. Cost for items previously used by the Developer or Contractor shall mean fair
market value.
8.109 Rental charges for temporary- facilities, machutery, equipment, and
hard tools not customarily owned by constniction workers That are provided by the Developer or
Contractor at the site, whether rented from the Developer or Contractor or others, and costs of
transportation, installation, minor repairs and replacements, dismantling and removal thereof.
Rates and quantities of equipment rented shall be subject to the City's prior approval. Rental
charges for equipment owned by the llevelopcr or Contractor shall be consistent with he lesser
of those showm in the current Associated Bquiprnent Dealers Manual or prevailvrg conunercial
rates. Kental charges from third-parties shall be at cost. Rental rates shall be inclusive of atl
charges. Lost equipment shall not be a Cost of the Work.
8.10.10 Costs of removal of debris from the site including loading and dump
charges.
8.10.11 Costs of document reproductions, facsimile transmissions and ]ong-
distatrce telephone calls, postage and parcel delivery charges, telephone service at the site.
8.10.12 That portion of the reasonable expenses of the Developer's and:'or
Contractors personnel incurred while traveling in c~ischfu-ge of duties cofuaected with the Work.
Without prior written consent of the City, travel and living charges urcludiug per diems for
Developer's or Contractor's persom~el such as the project manager and project superintendent
that do not reside in South Florida shall not be a Cost of the Work.
8.10.13 Costs of materials and equipment suitably stored off the site at a
muhially acceptable location, if approved in advance by the City.
8.10.14 That portion of insurance and bond prenuums fnat can be directly
attributed to this Agreement
8.10.1 ~ Sales, use or similar taxes imposed by a governmental authority that are
related to the Work at the rates that are in force a, of the date crf the Agreement.
8.]0.16 Fees afrd assessments for the building permit and for other permits,
licenses and urspections for which the City, Dzveloper or Contractor are required by the
Agreement to pay.
8.10.17 bees of laboratories for tests required by the Contract Documents.
t,9:AIvfI 13033?8.2 7t9821 108417
8.10.18 Royalties and license fees paid for the use of a particular desit~~,
process or product required by the Contract Documents: the cost of defending suits or claims for
infringement of patent rights arising from such requirement of the Contract Docmneats; and
paynnents made in accorda<xce with legal judgments agairst the Developer or Contractor resulting
from such suits or claims and payments of settlements made ~~ ith the City's consent.
8.10.19 Deposits lost for causes other than the Developer's or Contractor's
negligence or failure to fulfill a specific responsibility to the City as set forth in the Contract
Documents.
8.10 ?0 Other costs incurred in the performance of the Work if and to the extent
approved in advance in ~rriting by the City.
8.10:2[ Costs due to emergencies incurred in ta`.{ing action to prevent
threatened datnage, injury or loss in case of an emergency affecting the safety of persons and
property.
R.1U.22 The Contractor's lee aad the Developer's bee
8.1 U.23 City agrees to pay the application for payment submitted by Developer
covering al] out of pocket costs incurred to a then current date by Developer and Consultant ~~,iih
respect to the Project within fourteen (14) business days after the execution of ibis agreement.
Such application for payment shall he in the amount of $ 42,47.00, which amount is more
specifically detailed in Exhibit "D" hereto.
8.11 Costs ~Iot to he Reimbursed. The Cost of the Work shall notinclude:
8.11.1 Salznies and other compensation of the Developer's or Gontractor's
personnel stationed at the Developer's or Contractor's principal office or offices other than the
site offit:e.
8.11.2 Expenses of the Developer's prhicipal office aad offices other than the
site office.
8.1 L3 Overhead and general expenses not associated with the Project.
8..11.4 Developer's or Contractor's capital expenses, including uiterest on the
Developer's or Contractor's capital employed for the Wozk or bonding (except as set forth in
Section 8.6 above).
Jv11AA•fI 13083','8.2 719821708=. 18
9.1 Progress Payments.
AR'IiCLE 9
PROGRESS PAYl~•IE?1'1'S
91.1 Developer may make application for payment for Virork cornplctcd
during the Project, and/or Cost of the Work not included is tiie Contract Sum tivhen uicut:ed, at
intervals of not more than once a month. The period covered by each application for payment
shall be one calendar month.
9.1.2 Bfued upon applications for payment prepared by Contractar and
submitted by Developer to Consultant and Contract Adtninisuator and certificates for pa}anent
issued by the Consultant; (a) Contract Administrator shall have ten (I O) business days after it is
presented with an application for payment to review and approve same or state in writing its
reasons for non-approvai; and (b} for approved applications for pa}anent, the City shall make
progress payments on account of the Contract Sum and•~or Cos[ of the Work to Developer; as
provided below and elsewhere ui this Agreement, on or before the 20~' of each month, so long as
the City has had at least ten (] 0} business days to review the application for payment.
9.1.3 With each application for payment, Developer shall submit
Contractor's Cost Records, receipted invoices or invoices with check vouchers attached, and any
other evidence squired by the City, Contract Admitustrator or Consultant to demonstrate that
cash disbursements already made by the Developer or Contractor on account of the Cost of the
Work.
9.1.4 Each application for payment saa1L bz based on the most recent
schedule of values submitted by Developer in accordance ~;pith this Agreement. The schedule of
values shall allocate the entire Guaranteed Maximum Price among the various portions of the
W-ort, except that the Contractor's Fee shall he shown as a single separate item. The Developer's
Fee shall also be shown as a separate item- The schedule of values shall be prepared in such
form and supported by such data to substantiate its accuracy as the Consultant may reasonably
require- This schedule, unless objected to by the Consultant or Contract Administrator, shall be
used as a basis for revie~'.~uig tae applications for pa}anent submitted by Developer.
9.1.5 Applications for payment shall show the percentage of complcdon of
each portion of the Work as of the end of the period covered by the application for payment. The
percentage of completion shall be the lesser of (1) the percentage of that portion of the Work
which has actually been completed; or (2) the percentage obtained by dividing (a) the expense
that has actually been incurred by Developer on account of that portior. of the ZVork for which
Developer has made or intends to ma::{e actual pa}anent prior to the next application for pa}anent
by (b} the share of the Guaranteed Maximum Price allocated to that portion of the Work in the
schedule of values. Substarrtiating backup including Contractor's Cost Records which include
Contractors general conditions, vendors, rentals and sub-developers shall be provided to properly
support each progress pa}anent.
YIIAD1t 1308378.2 719821768419
9.1.6 Subject to other provisions of t;e Contract Documents, the amount of
each progress payment shall be computed as follows:
(a) take the total of the Contract Sum and allocate it to each lint item
in the approved schedule of values for the Work subject to the amount not exceeding the then
percent completion of the Work for that indi~7dual line item;
(b) add the Contractor's Fce. The Contractor's Fez shall be computed
upon the Contract Sum at the rate stated above;
(c} subtract the aggregate of previous pa}~lnents made by the City;
(d) add all Cost(s) of the Work not included in the Contract Sum; and
(e) add the Developer's Fee, computed upon the Cost of the Work at
the rate stated above.
9.1.7 Unless othzrwise provided in this Agreement, payments shall be made
on account of materials and equipment delivered and suitably scored at the site for subsequent
incorporation in the Work. If approved in advance by the City, payment may sinularly be made
for materials and equipment suitably stored off the site at a location agreed upon in writing.
Payment for materials and equipment stored on or off the site shall be conditioned upon
compliance by Developer and Contractor with plrocedures satisfactory to the City to establish tie
City's title to such matetals and equipment or othcnm~se protect the City's interest, and shall
include the costs of applicable insurance, storage and transportaton to the site for such materials
and equipment stored off the site.
9.].8 The Cicy may withhold payment of an application for payment to such
extent as may be reasonably neczssary to protect itself from loss on account of Defective 11l`or'...
The City shall only withhold payment of the portion of an application for payment for which it
claims Defective ~~'ork. The City shall provide Developer with written notice of its rejection of
an application for payment (or a portion thereof) as a result of Defective Work within ten (10)
days after its receipt of such application for payment, failing which, the City shall be deemed to
have waived its right to withhold payment of such application for payment on acwtlnt of
Defective ~'lFOrk. Such wrtten notice shall include the City's basis for claiming Defective Work.
If Developer disputes the City's claim of Defective ~'Vork, such dispute shall be resolved pursuant
to the terms of Article 11 in this Agreement.
A>zT1cL,r: to
ACCEPTANCE AND I~LrIAL PAYNIEN'I'
10.1 Upon rcczipt of written notice from Developer that tl;e ~~'ork is ready for final
inspection and acceptance, Consultant and Contract Administrator shall, within ten (10) days,
make all inspection thereof. If Consultalu and Contract Administrator End the Work acceptablz;
thai the requisite documents have been submitted and thz requirements of the Contract
Documents have been fully performed; and all conditions of the permits and regulatory agencies
v1IA~!T 13053?8.2 ?i9821708420
have been met, a final certificate of payment shall be issued by Consultant and approved by
Contract Administrator, stating that the requirements of die Contract Documents have been
performed and the Work is ready for acceptance.
10.2 On or before issuance of the final cerfificate of payment, Developer shall deliver
to Consultant:
10.2.1 A final waiver and release, duly executed by the Developer,
conditioned otily on payment of the final draw amount, if appropriate;
10.2.2 An afnda~zt listing the nzme, address at~d telephone number of the
Contractor and of al] subwntractors who have performed GVork on the l'rojcct, with such
subcontractors identified as to the trade im~olved lin• the 'f'ork; along with aznounts paid to said
Contractor and subcontraetors in connection with the Project;
10.2.3 Final waiver znd release, duly executed by the Contactor conditioned
only on payment of the final draw amount, if appropriate;
10.2.4 One (1) original set and one (I}copy set of the As-Built Drawings;
10.2.5 Assignment of all manufacturer's warranties, guarantees, City's
manuals to the City, bound in a form acceptable to the City; and
]0.2.6 Unconditional consent of Contractor's and Developer's surety [o final
pa}7nent.
10.3 If, aP.er the Work has been Substantiall}' Completed, full completion thereof is
materially delayed through no fault of Developer, and Consulttutt and Contract Administrator so
certify, City shall, and without terminating ties Agreement, make payment of the balance due for
that portion of the Work fully completed and accepted and for the Cost(s) of the Work not
included in the Contract Sum. Such pay'tnent. shall be made under the tcrnts and conditions
govcmiug final payment, except that it shall not constitute a waiver of claims. No monies shall
be withheld from payments to the Contractor or Consulcatit if the applicable party has fully
perfoc~ned and the only thing delaying pa}anent in full is receipt by City of ar. item from the
other (By example, Consultant's payment will be paid in full if oiily item 10.2.5 is outstanding,
and Contractor's payment will be paid in full if only item 10.2.4 is outstanduig, and pro~7ded
Contractor has supplied Cmisultant with all information needed to complete this item).
10.4 Developer's acceptance of final payment by the City shall constitute a waiver of
all claims by Developer against the City under this Agreement, except those previously made in
strict accordance with the provisions of the Cortract Documents and identified by Developer ~s
unsettled at the time of acceptance of final payment.
10.5 Developer's final application for payment and the Consultant's final certificate for
pa}nnent shall constitute a representation to the City by the Developer and the Consultant,
respectively, that all conditions precedent to Dcve'_oper's entitlement to frnzl payment have been
excused, waived or sa*.isfied.
MIAh',I1308378.2 i19821'U8421
1 U.6 The making of final payment shall not constitute a waiver of claims by the City as
against Contractor and Consultant but not Developcr (or Owner) for: (a) faulty or defective Work
appearing after Consultant's final certificate for payment; (b) failure of the Work to be in strict
accordance with the requirements of the Contract Documents discovered after completion of the
~i%ork; and (c) terms of all warranties required by the Contract Documents.
ARTICLE 11
RESOLUTION OF DISPUTES
11.1 To attempt to prevent all disputes and litigation, it is agreed by the parties hereto
that Consultant shall first decide all questions, clauns, difficulties and disputes of whatever
naive which may arise relative to the Contract Docwments and fulfilhneni of tltis Agreement as
to the character, quality, amount and value of any ~~irork done and materials fnmished; or
proposed to be done or famished under or, by reason of, the Contract Documents, and
Consultant's estimates and decisions upon all claims, questions, difficulties and disputes shall be
conclusive subject to Developer or the City's objection to the extent provided in Section l 1.2.
Any claim, question, difficulty or dispute which cannot be resolved by mutual agreement of City
and Developer shall he submitted to Consultant in ~r~ritutg within ten (10) days of the discovery
of the occurrence. Unless a different period of time is sec forth herein, Consultant shall notify
Developer and the Ciiy in writing of the decision within ten (10) da}'s from the date of the
submission of the claim; question, difficulty or dispute, unless Consultant requires additional
time to gather information or allow the parties to provide additional information. Any request for
additional time shall extend the fime of. substantial completion as between City acid Developer
for an equal period of time. All nontechnical administrative disputes shall he reasonably
determined by the Contract Administrator pwsuant to the time periods provided herein. During
the pendency of any dispute and after a determination thereof, Developer and City shall act in
good faith to mitigate any potential damages including utilization of construction schedule
changes and alternzte means of construction.
11.2 In the event the determination of a dispute under this Article is utracceptable to
either party hereto, the party objecting to the determination must notify the other party in writing
within twenty-one (21) daps 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 Documents
price adjustment claimed is the entire adjushnent to which the objecting party has reason to
believe it is entitled to as a result of the determination, if such amount is reasonably calculable at
such 6me. Within sixty (60) days after receipt of written detenniration as provided in this
section, the parties may participate in mediation to address all objections to any deiennir:ations
hereunder and to attempt to avoid litigation. The mediator shall be mutually agreed upon by the
parties. The mediation shall be non-bindurg.
113 Pending final resolution of a claim, including mediation, unless otherwise agreed
in writing, Developcr and Contractor shall proceed diligently with perfonnancc of the Contract
Documents and the City shall continue to make payments in accordatrce with the Contract
Documents, subject to the terms of Article 9 in this Agreement.
;AIA,~tI1308378.2 +19825708422
11.4 Any mediator used shall be certified in accordance with Florida law. Nlcdiation
rrrill be conducted in Miami-Dade County.
11.5 The City and Developer shall not be required to submii to arbitration any claim or
dispute arising out of, or in connection with, this Agreement unless the City and Developer
hereafter agree in writing to arbitrate that particular dispute. L?aring the pendency of any
dispute, by mediation, litigation or arbitration (if mutually agreed), provided the City has paid all
monies due orz non-disputed items, under the pay applications, Developer ~uici Contractor shall
carry on the Work and maintain tl:e Construction Schedule, without prejudice to any of their
riglus, norivithstanding the pendency of any such dispute resolution proceeding; unless otherwise
agreed by the City and Contractor in writing.
11.6 ht connection with any dispute or litigation arising out of this Agreement, tine
prevailing party shall he entitled to recover all of its reasonable attorneys' fees and costs incurred,
including all reasonable attorneys` fees and costs for litigation in any bankruptcy proceedings and
at all trial and appellate levels.
] 1.7 The Agreement shall be governed and construed in accordance with t}rc laws of
the State of Florida. The Developer and City submit to the jurisdiction and venue of the State
and Federal Courts in and for Miatni-Dade Cotmty, Florida.
ARTICLE 12
[THIS ARTICLE LEFT INTF.NTiONALLY BL.~ Kj
ARTICLE 13
[THIS ARTICLE LEFT li~'I'LN'I'IONALLY BLANK]
ARTICLE 14
[TffiS ARTICLE LEFT INTENTIOI~ALT~Y BEANIE]
ARTICLE IS
SECURITY
Developer shall cause Contractor to provide reasonable protection for the ~'~~ork, the
stored products and construction equipment from theft and vandalism, and to protect the Project
Site from entry by unauthorized persons.
b11.AA4I1303378.2 719821708423
ATi'I'iCL,F.,16
htSPECTTON OF PROTECT
16.1 The Contract Adtinistrator or designee shall at all times have access to the
Project, and Developer shall provide proper facilities for such access; and such access shall be in
accordance with the visitor's rules.
16.1.1 Should the Contract Documents, instructions, any laws, ordinances, or
ally public authority require any Work for the Project to be specially tested or approved,
Developer shall give to the Contract Administrator timely notice of readiness of the 1Vork fur
u~spectiou. If the testing or approval is to be anade by an authority ot}tcr than City, timely notice
shall be given of the date fixed for such testing. lrtspec!ions shall be rnade promptly, and, where
practicable, at the source of supply. LVithin a reasonable tune from execution of this Agreement,
City shall provide a letter listing the areas of LVork 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 attd properly restored at Developer's
expense.
16.1.2 Reexamination and retestutg of any l~Vork for the Project tray be
reasonably ordered by the Contract Administrator; and if so ordered, Developer shall cause such
Work to be uncovered by Contractor. If such Work is found to be in accordance with the
Contract Documents, the City shall pay the cost of reexamination, retesting and replacement. if
such Work is not in accordance ttrith the Contract Documerus, Developer shall cause Conractor
to pay such cost.
16.2 1'he payment of any compensation, regardless of its character or fond, or t'hc
giving of any gratuity or the granting of any valuable favor by Developer to any inspector other
than its cortisulttutt, is forbidden, attd atry such act on the part of Developer will constitute a
breach of this Agrecrnent.
ARTICLE 17
SUPERVTSTON
17.1 The orders of the City are to be given t}uough the Contract Adminisn-ator, whose
instructions are to be strictly and promptly followed in every case, provided that they ar-e in
accordance with this Agreement. Developer shall cause Contractor to keep on the Project dining
ifs progress a competent supen~isor, and. any necessary assistants.
17.2 Developer shall prepare; or cause its Contractor or other designates
representative to prepare, on a daily basis; attd keep on the Project site, a bound log setting forth
at a minimum, for each. day: t}te weather conditions and how any weather conditions affected
progress of the Work, Work performed, equipment utilized for the Work, arty idle equipment and
reasons for idleness, official visitors to the Project sit@ who are visiting with Contractor, labor
utilized for the Rrork, and any materials delivered to the Project Site. The daily bound log shall
ivfl_u+it 130$:1^33 77<)521 108424'
be available for inspection b}~ the Contract Administrator or designee at all times during the
Project.
17.3 Tf Contracwr or Consultarrt, ul the course of the Project, fords any discrepancy
between the Contract Documents and the physical conditions of the site, or any errors or
omissions in the Contract Documents including the Plans and Specifications and notifies
Developer of such discrepancy, it sh~l be a Developer duty to immediately Lr:forn the Contract
Administrator, in writing; and Contract Administrator ro-ill promptly veri~ dre same.
17.4 .Developer 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 perfotnl the Project ht accordance with the Contract Documents. Developer shall
cause Contactor to be responsible for the means, anethods, teclmiques, safety, sequences and
procedures of construction. Developer shall cause Contractor to give el.~"ieient supervisiat to the
Work, using Developer's and Contractor's best skill, attention, and judgment.
ARTICLE 18
CITY'S RICGli'I"f0'i'P;RNIINATE ACUI2liEJ~IlivT
18.1 If Developer (a) fails to cause Contractor to begin the construction of the Project
within the 6me specified, or (b) fails to cause Contractor 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, within the CUnU'act Tirne, or
(c) fails to cause Contractor to perform the Work suitably turd without defects, or (d)
discontinues the prosecution of the Project, except for excused delays in accordance with this
Agreement, or (e) becomes insolvent or be declared bankrupt, or commits any act of bankraptcy
or insoher_cy, or (f) makes an assignment for the benefit of creditors, or (g) shall not can•y on the
Project in accordance with the Contract Documents; the City shall ~;ve notice in writhrg to
Developer and the surety of such delay, neglect or default; specifying the same. If Developer,
within a period of ten (10) days after such notice, shall not proceed to commence to rectify such
complaint in accordance therewith and thereafter diligently pursue the resolution of such
complaint, then the City may, upon written certificate from the Contract Administrator of the fact
of such delay; neglect or default and Developer's failure to comply with such notice: (i)
terminate the services of Developer under t}lis Agreement, exclude Developer and Contractor
from sift and take the prosecufion of the Project out of fhe hands of 1-)eveloper azrd Contractor, to
appropriate. In such case, Developer shall not be entitled to receive any further payment until .
the Project is finished. In addition, the City may (ii) enter into art agreement for the completion
of the Project according to the terms and provisions of the Contract Docmnents or use such other
.methods as ui its opinion shall be required for the completion of the Project in an acceptable
manner. Developer hereby collaterally assigns ifs ruts under the Contract Documents to the
City so that upon termination of this Agreement by the Cityur accordance with the teens of this
paragrzph, the assignment of the Contract Documents shall automatically become effective.
Notwithstanding the assignment of tie Contract Documents automatically bec;omiag effective,
Developer agrees, upor. request of he City, to execute such documentation as may be reasonably
necessary ii: order to effectuate such assignment; ancL'or (iii) sue Developer for the damages,
M]M7l ]308375.2 719821708425
costs and charges incurred by the City which shall be deducted from eery monies due or which
may become due to said Developer Acfions will he insfitutcd to recover on the posted bonds.
18.2 Upon receipt of a notice of termination pursuant to Sections .8.1 above,
Developer shall promptly discontinue all affected Work wiles the notice of termination directs
otherwise and delivez to the City within seven (7) days of termination all data, drawings,
specifications, reports, estimates, summaries u~d such other urformation as may have been
required by the Contract Documents whether completed or in process. Compensation shall be
witlrheld until all documents ar•e provided to the City pursuant to Phis Article.
ARTICLE 19
Dl'~'ELUYE:R'S 12TC:HT TO STUP WU1tIi OR'fER>v'TIN:1TF. C0~ITRACT
Should Cw~tract Administrator fail to review and approve or state in writing reasons for
non-approval of any application for pa}went within ten (10) business days after it is presented,
or, for approved applications for payment, if the City fails to pay Developer in accordance with
the procedures established for City and Developer pursuant to Section 9.1.2 hereof, then
Developer may, give written notice to the City, through Contract Admnisrator, of such delay,
neglect or default, specifying the same if City or Conhact Administrator (where applicable),
within a period of seven (7) business days after such notice shall not remedy the delay, neglect,
or default upon which the notice is based, then Developer may stop \~4rork or ternrinate this
Agreement and recover iiom the City payment for all Work executed and reasonable expenses
sustained therein plus reasonable termiiation expenses.
ARTICLE 20
"UR EQUAL" CLAUSE
20.1 Whenever a material, cuticle or piece of equipment is identified in ttrc Contract
Documents including drawings (plans} and specifications by reference to mairufacttu-ers' 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 nrill perform or serve
the requirements of the general design will be considered equally acceptable prrovided the
material, article or equipment so proposed is, fit the opinion of the. Consultant and Contract
Administrator:
20.1.1 At least equal in quality, durability, appearance, strength and design;
20.1.2 Performs at least equally the function Imposed ur the general design 1'or
the Yro}ect;
20.13 Conforms substantially, even with dev7ations, to the detailed
requirements for the items as indicated by the Contract Documents; and
20.1.4 Carries the same guaranty or warranty of the specified equipment.
maanar.~oss~s.z ~i~szi;es<26
All substitution requests will be made via written request which shall be attached to a
Shop Drawing and~or Change Order which shall he 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 utcluded for the Consultant rutd Contract
Administrator to properly evaluate substitution. Failure to provide the deviation comparison
sheet shall automatically deny the request.
Any changes, inclusive of design chattges, made necessary to accornrnodate substituted
equipment under this paragraph shall be at the expense of Developer, Contractor or subcontractor
responsible for the Work item. '
20.2 Contract Administrator's written consent will be required as to acceptablaty, and
no substitute will be ordered, installed or utilized without Consultat and Contract
Administrator's prior \\=ritten acceptance \vhch will be evidenced by either a Change Order or au
accepted Shop Drawing. City may require Developer to cause Contractor to furnish at
Contractor's expense a special performance guarantee or other surety with respect to any
substitute.
.1RTICZE 21
PLANS AND SPECIFICATIONS
All plans, general and detail, are to be deemed a part of this Agreement, and the Plans
and Specifications are to he considered together; and arc uuended to be mutually
complementary, so that any Work shown on the Plans, though not specified in the Spccificatiorrs,
and any Work specifies in the Specifications though not shown on the Pl~u\s, is to be executed by
Developer as part of this Agreement. Figured dimensions are to prevaIl over scale. All things
which ni the opinion of the Contract Administrator may reasonably be inferred from this
Agreement and Plans as developed by Consultant a~td mutually agreed upon and approved by
Developer and City for the Project, are to be executed by Developer under the terms of the
Agreement; and the Consultant shall determine whether the detailed Plans conform to the
Contract Documents; except as may be otherwise determined by the Contract Administrator. In
the event the Work requested under tlvs Section expands tl~e scope of the Project; Developer may
seek a Change Order pursuant to Article 38.
AItTICI.E 22
CONTRACTOR TO CFIECK DRaVVINU5 AND DATA
Developer shall cause Contractor to take measurements and verify all dimensions,
conditions, quantities and details shown on the drawings, schedules, or other data. Failure io
discover or con-cct errors, conflicts or discrepancies shall not relieve Developer and Consultant
of fall resporrsibility for unsarisfactory ~'Vork, faulty construction, or improper operation
resulting therefrom nor from rectifying such condition at Developer and Consu;tant o\vn
expense. Contractor \vill not be allo\ved to take advantage of any error or omissions.
MIAMI :308318.2 7:9821708427
ARTICLE 23
DIk'k`ERIIVC SITE CONDI'T'IONS
In the event that during the course of the Work Contractor encounters subsurface or
wncealed conditions at the Project Site which differ materially from those shown on the
Conuact Documents and from those ordutarily encountered and generally recognized as iulterent
in Work of the character called for in the Conu•act Documents, or unlcnottm physical conditions
of the Project Site, of azt unusual nature, which differ materially from that ordinarily encouruered
attd generally recognized as inherent in y'~rork of the character called for in the Contract
Documents and Contractor notifies Developer of such conditions, Deve'.oper shall notify or
cause Contractor, without disturbutg the conditions and before performing zny Work of#ec~ted by
such conditions, to, within twenty-four (24) hours of their discovery, notify Contract
Administrator and Consultant in writing of il:e existence of the aforesaid conditions. Consultant
and Contract Administrator shall, within rivo (2) business days after receipt of Contractors
and!or Developer's written notice, investigate the site conditions so identified. If, in the opinion
of Consultant and Contract Administrator, the conditions do materially so differ and cause an
increase or decrease in Developer's cost of, or the tune required for; the pcrforntance of any part
of the Work, whether or not charged as a result of the conditions, Consultant and Contract
Administrator shall recotrunend an equitable adjustment to the Contract Sum, or the Contract
Time, or both. If City and Developer cannot agree on an adjustment in the Contract Sum or
Contract Time, the adjustment shall be refereed for determination in accordance with the
provisions of Article 11. Should Consultant and Contract Administrator detemtine that the
conditions of the Project Site are not so materially different to justify a change in the terms of the
Contract Documents, Consultaztt shall so notify City and Developer in writing, stating the
reasons; and such determination shall be final and binding upon the parties hereto.
No request by Developer for an equitable adjustment to the Contract Sum and/or Contract
Tinne under this provision shall be allowed unless Developer has given t~-ritten notice. No
request for an equitable adjustment or change to the Contract Sum or Contract Time 1'or differing
site conditions shall be allowed if made after the date certified by Consultant as the date of
Substantial Completion.
ARTICLE 24
V4A12R:1NTY
Developer shall require that Contractor warrant to the City in the Contract Documents
that all materials and equipment famished for the Project will be new wtless otherwise specified
and that all Work for the Project strill be of good quality, free from faults and defects and in
confonnancc with the Contract Documents. '1'l:e standazd of quality shall be at least that
employed by similarly qualified Contractor's that are duly qualified attd licensed to perform
similar projects. If materials or equipment is improperly stored and becomes altered as a resulf of
such improper storage, Developer shall cause Contractor to replace said materials t;dth nety
materials at no additionz] cost. Developer shall cause Contractor to be responsible for proper
storage and safeguarding of all ntateria]s. If required by the Contract Administrator, Developer
shall cause Contractor shall famish salisfactory e~ddence as to the kutd and quality of materials
~1fAT41308378.2 719821?08428
and equipment. The wan-anty requirements set forth in the Contract Documents as herein deGneci
shall govcm warranty terms and conditions for all warranty items expressed or implied. The
Contractor's wanaltty period under this Article sha1L be one (1) year from the date of Substantial
Completion of each portion of the Project. However, this Section shall not abridge the times or
nnpede the rights and remedies afforded the City against other entities or persons under this
Agrcclncnt, or by law.
AR'1'ICLE 25.
25.1 When, in the opinion of Consultant, it becomes necessary to explain more fully
the Work to be done, or to illustrate the Project fwther to show any changes which may be
required, supplementary drawings, with specifications pertainn~g thereto, will be prepared by the
Consultant.
25.2 The supplementary drawings shall be binding upon Developer with the same
force as the Contract Documents. Where such supplementary drawings require either icss or
more than the estimated quantities of Work, appropriate adjushnenis shall be made pursuant to
Change Order.
ARTICLE 2G
[THIS ARTICLE LEFT INTENTIONALLY BLANK]
ARTICLE 27
GENERAL WORKA'IANSIIIP
27.1 Articles, materials, and equipment specified or shown on drawings shall be nevr
and shall be applied, installed, comtected; erected, used, cleaned, and conditioned for proper
forming, as per the manufacturer's directions. Contractor shall, if required, furnish satisfactory
evidence as to kind and qualify of the materials. Should materials arrive to the jobsitc new and be
improperly stored and deteriorate frorn new condition, the materials shall be replaced at no
additional cost to City.
27.2 Developer shall cause Contractor to apply, install, comlect, and erect
manufactured items or materials according to recommendations of manufacturer when such
reurmmendutions arc not in conflict with the Contract Documents. If there is conflict between
manufacturer recommendations and the Contract Documents, Consultalu and Contract
Adtninistrator shall be notified and participate in the corrective actions.
Na1N•tI1308378.2 719821703429
ARTICLE 28
DEFECI'I~'E WORT:
28.1 Consultant and,•'or Contract Administrator shall have the authority to reject or
disapprove Work for the Project which Consultant and/or Contract Administrator reasonably
finds to be defective. If required by Consultant antL'or Contract Administrator, Developer shall
cause Contractor to promptly either, as direcfed, correct all Defective Work or remove it from
the Project site and replace it with non-Defective Rork. In the event it is determined that City
was correct in its order, Developer and:'or Contractor shall bear all costs of such removal or
correction.
28.2 If, within one (1} year alter Substaati:ll Completion, any Work is iilund to be
defective or not in accordance with the Contract Documents, Contractor shall correct it promptly
in accordance with the its warranties and without cost to City after receipt of written notice from
City to do so unless City has given Contractor a written acceptazrce of such conditions. Not:~ling
contained herein shall be construed to establish a period of limitation with respect to any other
obligation which Contractor might have midcr the applicable State law.
28.3 Prior to Substantial Completion, should Developer fail to cause Contractor to
remove or correct any Defective Work performed for the Project or to make any necessary
repairs in an acceptable manrer 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 GVork to be removed ox corrected; or make such repairs zs may be
reasonably necessary to be made at Developer's or Contractor's expense. Continued failure or
refusal on the part of Developer to cause Contractor to make alry or all necessary repairs
promptly, fully, and in acceptable manner shall be sufficient cause for City to declare this
Agreement forfeited, in which case City, at its option, may purchase materials, tools, ana
equipment and employ labor or may contract with any other indi~•~dual, firm or corporation, or
may proceed with its own Forces to perform the Work. All vests and expenses reasonably
incurred thereby shall be charged against Developer or Contractor.
28.4 Failure to reject any Defective Work or material shall not in any way prevent later
rej ection when such defect is discovered or obligate City to final acceptance.
28.5 Upon Final Completion, City agrees to look solely to the Contractor, Consultant
or both, but not the Developer or Owner, to perform any and all required work to repair or
correct Rork considered or determined by the City to be non-conforming or defective or
otherwise in breach of any warranty.
28:6 Upon Final Completion; the City shall become solely responsible and liable for
the operation, security, mainienance; heat, utilities, damage to the Work, and insurance. The
failure to include arry items of corrective Vi%ork on such list does not alter the reslronsibility of
Contractor to complete all of the Work in accordance with the Contract Docwnents. Warranties
from Contractor required by the Contract Documents shall commence on the date of Substanfial
Completion of the Rork or designated potion thereof unless otherwise provided in the
Certificate of Completion.
MIAh7[ 1305378.2 7196217oS430
Ai2TiCLE 29
S~BCONTRe~CTS
29.1 Until Fina: Completion, Developer shall be fully responsible for the performance
of its agents and employees, and Contractor and Consultant under the terms of this rlgreemcnt.
Until Puial Completion, nothing in the Contract Documents shall create any c:onG-actual
relationship between any subcontrac±or and City or any obligation on the part of City to pay or to
see the payment of any monies due any subcontractor. City or Developer may fiirnish to any
Contractor, subcontractor, subconsultant evidence of amounts paid to Developer on account of
specific ~~'ork performed.
29.2 Developer agrees to bind specifically Contractor and require that Contrac(or bind
every subcontractor and subconsultant to the applicable terms and conditions of the Contl-act
Documents for the benefit of City.
29.3 Upon the occurrence of Final Completion and d:ereafter, as athird-parry
beneficiary of the Contract Documents and all warranties thereunder, City shall be dccincd to be
in a direct contractual relationship with the Contractor such that the Contractor shall be liable to
dte City to the same extent that Contractor is liable and responsible to the Developer lilr fne acts
and omissions of itself and all of its subcontractors, sub-subcontractors, materialman and
laborers employed by the Contractor.
AR'1'ICLF, 30
Ll\~'IIiONNIENTAl, l4iATTERS
The City is responsible as a Cost of the Mork pursuant to an approved Change Order for
any required en~~iromnental remediation within the Project Site. Developer shall be responsible
as a Cost of the Work pursuant to ~r approved Change Orcier for conducting em~ironmental due
diligence prior to construction to assess the environmental site conditions and subsequent
remediation needs, if applicable.
ARTICLE 31
is SE O> CONIPLE'1'Ell YORTiONS
31.1 City shall have the right at its sole option to take possession of and use any
completed or partially completed portions of the Project. Such possession and use shall not be
deemed an acceptance of any of the Work not completed in accordance with, the Contract
Documents. If such possession and use iuc7eascs the cost of or delays the Work, Developer shall
be entitled to reasonable extra compensation, or reasonable extension of time or both, as
reconunended by Consultant and approved by City,
31.2 Tn the event Citp takes possession of any completed or paztially completed
portions of the Project, the following shall oc;caa:
~t1ADtC 1308378.2 719821708a 31
31.2.1 City shall give notice to Developer in writing at least thirty {3+)) days
prior to City's intended occupancy of a designated area.
31.2.2 Developer shall complete to the point of Substantial Completion the
designated area and request inspection and issuance of a Certificate of Substantial Completion
from Consultazit.
31.2.5 Upon Consultant's issuance of a Certificate of Substantial Compaction,
City will assume full responsibility for maintenance, utilities, subsequent damages of City and
public, adjustment of insurance coverage's and staz-t of warranty for the occupied area.
31.2.4 Developer shall complete all items noted on the Certificate of
Substantial Completion within the time specified by Consultant on the Certificate of Substazrtial
Completion, as soon as possible and request final inspection and final acceptance of the portion
of the Work occupied. Upon completion of final inspection and receipt of an application for
anal pa}ment, Consultant shall issue a final certificate of payment relative to the occupied area.
31.2.5 If City fuids it necessary to occupy or use a portion or portions of the
Work prior to Substantial Completion thereof; such occupancy or use shall not carnmence prior
to a time mutually agreed upon by City and Developer and to which the insurance u~mpany or
companies providing the property nrsw•ance have consented by endorsement to the policy or
policies. Insurance on the unoccupied or unused portion or portions shall not be canceled or
lapsed on account of such partial occupaz>cy or use. Consent of Developer and of the insurance
tympany or companies to such occupancy or use shall not be unreasonably wiUilield.
ART1Cl.E 32
COI\STRCCTIO)\ AREA
32.I Developer and Contractor shall use areas approved by the Contract Administrator
for deliveries and personnel.
32.2 To provide for maximwn safety and security, Contractor shall erect and rnainiain
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 constntction.
32.3 Construction staging for the Project will be confined to the Project Site or another
site nrztually and reasonably approved by the City and Developer, thereby not impacting
adjacent commercial and%or residential areas. Developer shall develop a plan for construction
staging in order for access to the adjacent commercial and/or residential areas to be conturually
maintained with only minimal disruptions. Such plan shall be subject to Cit}'s prix: approval
which shall notbe unreasonably withheld, conditioned or delayed.
bflA:4a 1308375.2 719321708432
:~IZTICLE 33
LANDS FOK ~'VORI:
City shall provide as indicated in the Contract Docwnents, 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 Developer. No claim for damages or other claim other than for an
increase in the Contract Sum or Contract 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
Developer. The provisions of Article 41 shall apply herein.
ARTICLE 34
LEGAL 12EST~CTIONS
Developer shall conform to all applicable laws, regulations; or ordinances with regard to
labor employed, hours of Work and Developer's general operations.
ARTICLE 35
DAivIAGE TO EXISTING RACILITIES, EQUIPMENT OR UTILITIES
35.1 The City shall, prior to commencement of the Work, provide Developer with all
documents in City's possession identifying to Developer any and all existing City utilities and
other Cil}' underground facilities, equipment, or utilities witlrvi the Project Site (the
"Docunents"). Notwithstanding tl•.e preceding, the City does not guarantee nor represent that
the Documents are a complete and accurate representation of all existing (whether City-owned or
not} u.-tderground utilities, facilities andror equipment within the Project Site including, without
limitation, whether any such utilities, facilities and:'or equipment are within the rep:escnted
location in the Documents, or whether there may be additional utilities, equipment, and facilities
not identified in the Documents.
In addition to the utilities, equipment and facilities identified in the Documents, it
shall be Contractor's sole responsibility to identify and locate any and all undergrowrd
faciL+'ty(ies), as said term is defined in the "Underground facility Damage Preveution and Safety
Act" (Sections 556.101 - 556.113, Florida Statutes){the "Act"). Contractor shall utilirs the
notification system established pursuant to the Act and by Sunshine State Une-Call of Flotida,
Inc.
35.2 Developer and Contractor shall be responsible for presen~ing al] existing utilities
on the Project Site. Developer shall cause Contractor to exercise reasonable care raid take all
precautions during excavation and/or construction operations to prevent damage to any existing
utilities, facilities, and equipment. If a utility conRict is enwuntered which was not identified in
the Documents or which was not identified andior located through the notification system
established pursuant to tl:e Act, Developer or Contractor shall be responsible for giving
reasonable notice to the Contract Administrator and the owner{s) of the utility(ies) so that said
owner(s), and the City, may make the necessary monetary adjustments to the Contract Swn, if
~aAD•fIi?08573.2 ~:9szi;csa33
deemed necessary and appropriate. )n the event that it becomes necessary to relocate any
underground utilities, facilities, andlor equipment which were not idettified in the Documents or
wluch were not identified located by Contractor pursuant to the notification system under the
Act, then the costs of such relocation (and an appropriate increase hi the Developer's Pee and
Contractor's Fee to account for any delay in the ~~'ork, as provided in Section 40.1) shall be the
City's responsibility, and shall he performed expeditiously at the expense o:`the City as a Cost of
the Work, through a Change Order, and the timeframe for Substanfial Completion shall be
appropriately extended if applicable.
35.3 Any damage to underground facilities caused by Contractor shall be reported
immediately to the Contract Administrator and such damage shall be repaired and.~or replaced by
Contractor in a manner approved by City. In the event Contractor damages any underground
facilities that were identifiul by the City in the Documents andr`or were identified/located by
Contractor utilizing the notification system wider the Act, then all costs to repair and/or replace
any damage to such facilities shall be the sole cost and responsibility of Contractor, and such
repair and!or replacement shall be performed expeditiously without cost to the City. In the event
Contractor damages underground facilities that were not identified in the Documents a~id,'or
located by the notification system under the Act, Then all e:vsts to repair attdlor replace same (utd
au appropriate increase in the Developer's Fee and Contractor's Pee to account for any del<.y in
the Work, as provided in Section 40.1) shall be the sole responsibility of the City, and such repair
and/or replacement shall be performed expeditiously at the expense of the City as a Cost of the
Work, through a Change Order, and the timeframe for Substantial Completion shall be
appropriately extended if applicable. In both instances, as well as a~th regard to relocation of
utilities under subsection 35.2, the City rescn•es the right to remedy such damage by ordering
outside parties to make such repairs, to the satisfaction of the utility owner. All relocations,
repairs and<`or replacement shall be inspected by the City andlor the utility owner pr_or to
backfilling.
35.4 Developer shall cause Contractor to pro~sride that type of required protecaion for
finished Work at all times and protect adjacent Work during cleaning operations, and make good
atty damage resulting from neglect of this precaution.
35.5 Protection of Work shall include protecting of 'Work that is factory fmished;
during transportation, storage, during and after installation. ~~giere applicable and as required,
Developer shall cause Contractor to close off spaces of areas .where certain Work has been
completed to protect it from any damages caused by others during their operations.
35.b To all applicable sections where preparatory Work is part of Work thereon,
Developer shall cause Contractor to carefully examine surfaces over which finished Work is to
be installed, laid or applied, before cotmnencing with the Work. Developer shall not allow
Contractor to proceed with said Work until defective surfaces on which Work is to be applied are
corrected satisfactorily to the Contract Administrator. Cotnmencement of Work shall be
considered acceptance of surfaces and condirivns.
MIAMI 1303?i8.2 ',198217054 34
AR'T'ICLE 36
CUNTINIIIN(G'I'IIE ~VURK
Provided City is current in its pa}mrents under this Agreement for undisputed sums,
Developer and Contractor shall carry on the 'Work and adhere to the Construction Schedule
during all disputes or disagreements evith City, including disputes or disagreements concerning a
request for a Change Order, a request for a change in the Contrzct Sum or Contract Timc.
Provided City is current in its payments under this Agreement for undisputed sums, the Work
shall not be delayed or postponed pending resolution of arty disputes or disagreements.
ARTICLE 37
FIELD URllERS AND SUI'PLEVIEN'1'AL INSTRUCTIONS
37.1 The Contract Administrator shall have the r+.ght to approve and issue Field Orders
(subject to Developer's approval) setting forth vvZitien interpretations of the intern of the Contract
Documents and ordering minor changes in Contract Documents execution, provided the Field
Order htvolvcs no change in the Contract Sum or the Contract Tirne.
37.2 The Contract Administrator shall have the right to approve and issue to Developer
reasonable supplemental instructions to Developer setting forth written orders, instructions, or
interpretations concerning the Agreement or its performance, provided they make no material
changes in Contract Documents execution and involve no change in the Contract Sum or the
Contract Tinre.
ARTICLE 38
CIIANTGE ORDERS (C)ELINGES LV QUANTITIES OF ~VORI~
38.1 Changes in the quantity or character of ~Vor.< writhin the scope of this Project
which are not property the subject of Field Orders or supplemental instructions, to include all
changes resulting in changes in tine Contract Smn or the Contract Time, shall be authorized only
by Change Orders approved by the Contract Administrator and Developer.
38.2 Developer shall not start Work on any alteration requiring arr increase in price or
extension of time for completion until a Change Order setting forth the adjustments is approved
in writing by the Contract Administrator and Developer, except for the provisions of Secfion
38.3, which governs dzsputed Change Order items.
38.3 hi the event satisfactory adjustment c:umot be reached for any item requu-ing a
Change Order, the City reserves the right, at its own option, to either tenninatc the Agreerueut as
it applies solely to the items in question and make such arrangements as may be deemed
necessary to complete the item in question. Provided, however, if the arrangements made by the
City to complete the item in question would delay Final Completion of the Work or result cr
additional expense to Developer, then the City shall either (1) issue a Change Order fur such
ML4h4I1308378.2 ;1982170843
additional cost or time extension or (2) postpone the City's proposed work wail after hinal
Completion of the bG'ork or (3} submit the matter in dispute for resolution as set forth ir. Article
11 herein. Durutg the pendency of the dispute resolution, Developer shall proceed w~t1t the Work
set forth within the Change Order on a time and materials basis, which Developer shall
adequately doctunent pending final resolution of such dispute(s).
38.4 On approval of azty Change Order increasing dte price, Developer shall direct
Contractor to ensure that the applicable Performance ~utd Pa}ment Bonds, to the extent
applicable raider the provisions of Article 51 hereof, aze each increased so that it reflects the total
.amount of the Project as increased.
38.E Proposed Change Orders shall be prepared by fire Contractor and submitted by
Developer to Contract 1ldmiuistrator fox approval.
ARTICLE 39
'VALUE OF CHANGE ORDER ~VURK
In the event the City initiates a Change Order for Work to be performed or ciirnirtated
from the Cor~.ract Documents by De~reloper, Developer shall use its best efforts to negotiate with
the Contractor for the most cost effective pricing with respect to a deternunation of the change in
the Contract Stun, if any, or the amount of the time extension or reduction, if any, necessitated
by the Change Order. The cost quoted by the Contractor for Change Orders shall be within
standard industry rates and shall be submitted with a breakdown of labor, material, overhead and
profit subtotal amounts. Combined overhead and profit to Developer for Change Orders shall be
six percent (6%); Contractor and subcontractors shall be ten percent (10%) for overhead and
five percent (5%} for profit. Both calculations shall be based upon the Cost of the Work ~trithout
markup.
ARTICLE 40
CHANGE OF COn'TRAC'I' 'fIR7E OR CON'I'R~CT SUNI
40.1 The Contract Time set forth in Article 6 or the Contract Sum may only be
changed by a Change Order. Any claim for an extension of the Contract Time or for an increase
in the Contract Swn shall be based nn written notice delivered by the party making the claim to
the Contract Administrator promptly (but in no event later than forty-five (4~) days) after the
occurrence of the event giving rise to the claim and statutg the general nature of the claim.
Notice of the extent of the claim with supporting data shall be delivered within such forty-five
(45) day period (unless Contract Administrator allows, in writing, an additional period of time to
ascertain more accurate data in support of the claim). All claims for adjustment in the Contract
Tune or for an increase in the Contract Swn shall be decided by the Contract Administrator
pursuant to the terms of Article 11 in this Agreement No claim for an adjustment in the
Contract Time or for an increase in the Contract Sum will be valid if not submitted nt strict
accordance with the requirements of this Article.
b91A14th083i8.2 ;19821"u8=36
40.2 The Contract Time will be extended in au amount equal to time lost due to days
beyond the control of and tluough no fault or negligence of Developer if a claim is made
therefore as provided herein. Such delays shall ntclude, but not be limited to, acts or neglect by
City, or by any employee of City, or any separate Contractor or consultant employed by City,
Tres, floods, labor dispu±es, epidemics, abnormal weather conditions or acts of God.
ARTICLE 4T
NO DAl'~1:1GES FOR DELAX
\t0 CLAIM FOR DAMAGES OR ANY CLAIM U'THER THAN NOR AN
EXTENSION OF CONTRACT TIME OR AN INCREASE IN THE CONTRACT SUM OR
COST OP THE WORK PTJItSLr1NT'TO TI3IS SECTION SHALL BL• Iv1ADE OR t1SSER'I'}'sD
AGAINST THE CITY BY REASON OF ANY DELAYS. DEVELOPER SHAI.I. NOT BE
ENTITLED TO PAY1v1ENT OF COMPENSATION OF ANY KIND FROM THE CITY FOR
DIRECT, INDIRECT, CONSEQUENTIAL OR OTHER COSTS,.EXPENSES OR DAIvIAGES,
INCLUDING, BUT NOT LIMITED TO, COSTS OF ACCELERATION OR INEFFICIENCY,
RF.SU LTING FROM ANI' DF.J.AYS, EXCEPT IN THE EVENT THA'I' SUCH DELAYS ARE
DUE TO FRAG1~, BAD FAITH, ACTNE IN'I'F.RFF,RENC)=. Olt THE FAILURE TO TIIv1ELY
ACT BY THE CITY. OTI-IER~VISE, DEVELOPER SHALL BE ENTITLED ONLY TU
EXTENSIONS OF THE CONTRACT TIME OR AN INCREASE II~r THE CONTRACT SL-M
OR COST OF THE WORK PURSUANT TO THIS SECTION AS TTS SOLE AND
EXCLUSIVE REMEDY FOR SUCH DELAYS. DEVELOPER SHALL SPECIFICALLY
INCLTJDF, THIS PROVISION 1N ITS AGREEMENT WITH CONTRACTOR.
ARTICLE 42
SLTliSTANTIAI. COMPLETION
When Developer considers that the Work, or a portion lltereof desig~atcd by the City,
pursuant to Article 31 hereof, has reached Substantial Completion, Developer shall so notify
Contract Administrator and Consultant in writing. Contract Administrator and Consultant shall
then promptly inspect the iVork. ~~l'hea Contract Administrator and Consultant, on the basis of
such an inspection, determine that the GVork or designated portion thereof' is Substantially
Complete, Consultant veill then prepare a Certificate of Substantial Completion which shall
estzblish the Datc of Substantial Completion and shall list all Work yet to be compietecf to satisfy
the requirements of the Contract Documents for Final Completion. The Certificate of Substantial
Completion shall be subject to Contract Administrator's reasonable approval and shall he
submitted to City tluough the Contract Adtninistratar and Developer for their tivtitten acceptance
of the responsibilities assigned to them iu such Certificate.
MIAD1l 1308378.2 7198217034 3
ARTICLE 43
SIlOP DRAWL~IGS AND SCI-IEDULE OF VALUES
43.1 Developer shall submit Shop Drawings from Contractor for all equipment;
apparatus, machinery, fixtures, piphrg, wiring, fabricated structures and manufactw•ed articles.
The purpose of a Shop Drawing is to show the suitability, el~icicncy, technique of m~u~ufacturc,
installation requirements, details of the item and evidence of its compliance or noncompliance
with the Contract Documents. •
43.2 Developer shall promptly request of Contractor Shop Drawings fiorn the various
manufacturers, fabricators, and suppliers.
43.3 To the extent Shop Drawings are required by the Consultant or industry custom
and standards would contemplate the preparation of Shop Drawings for certain items of the
Work, subcontractors and/or materialmen shall be required by contract to submit Shop Dranirrgs.
Consultant shall thoroughly review and check the Shop Drawings and each and every copy shall
show Consultant's approval thereon.
43.4 If the Shop Drawings show or indicate depamtres from the Contract Documents
requirements, Developer shall cause Contractor to make specific mention thereof in its Shop
Drawing submittal and a separate letter. Failure to point out such departures shall not relieve
Contractor from its responsibility to comply with the Contract Docmnents. Contract
Administrator shall determine acceptability of change and in considernrg said change, inay
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.
43.5 ?!o Work called for by Shop Drawings shall be done until the said Drawings have
been furnished to and accepted by the Contract Administrator or his designee. Contract
Administrator shall respond to Shop Drawings pre-approved by Consultant with objections or
acceptance t~rithin ten (10) days of receipt. Acceptance is for design intent only and shall not
relieve Contractor and Consultant from responsibility for fit, form, function, quantity or for
errors or omissions of any sort on the Shop Drawings.
43.6 No acceptance will be given to partial submittal of Shop Drawings for items
which intercomiect and/or are interdependent. It is Developer's responsibility to assemble the
Shop Drawings prepared by Contractor for all such interconnecting and/or independent items,
check them and then make one submittal to the Contract Administrator along with Cortsultant's
comments as to compliance, noncompliance, or features requiring special attention.
43.7 if catalog sheets or prints of manufacturers' standazd 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.
43.5 Developer shall submit to Contract Administrator six (6) copies. Resubmisslons
of-Shop Drawings shall be made in the same quantity until fnal acceptance is obtained.
b•11A~t113083?8.2 71982!703438
43.9 Contract Adrninistrator's acceptance of the Shop Drawings as approved by
Consultant will be for general compliance with the plans and specincations desist intent and
shall not relieve Contractor 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 Documents and not indicated on the Drawings.
43.10 Developer shall keep one set of Shop Drawings marked whit the Contract
Administrator's acceptance at the Project site at all times.
43.1 ] At least Thirty (30) days prior to die commencement of construction, the
Developer shall submit a schedule of values to the Contract Administrator. Developer shall
submit to the Contract Administrator a separate schedule of values for demolition, abatetnent,
and site Work thirty (30) days prior to commencing such portion of the Work.1'he schedule will
be t}sped on 8-112" x 11"white paper listing: Title of project, location, project number, architect,
Contractor, Contract Documents 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
compufing values for proo-ess payments during the construction. 1'he table of contents of the
specifications shall establish the fortnat for Listing the component items. );ach line item will he
identified by the number and title of the respective major section of the specifica5ons. For each
lute item, Developer shall list the sub-values of major products or operations under the item.
Each item shall include the proportion of Developer's overhead and profit. For any items for
which progress payments will be requested for stored materials, the value will be bro_<en down
with:
43.11.1 The cost of materials delivered, unloaded, properly stored aitd
safeguarded, with taxes paid; and
43.'.1.2 The total ir_s'.alled value.
ARTICL]/ 44
FIELD h;NG]NEERTNG
44.1 The Developer shall provide as a Cost of the Rrork, the engagement of
Consultants for field engineering services required for the Project. This field engineering
services shall include the £ollo~i~ing elements:
44.1.1 Burney Work required ui execution of the Prvject.
44.1.2 Civil, structural or other professional engineering services specified, or
required to execute the Contractor's construction methods.
44.2 The survey completed by the survey Consultant will identify the qualified
engineer or registered land surveyor, acceptable to the City, and it shall be retained by the
Developer at the outset of this Project.
443 The survey will locate and protect control points prior to starting sire ~'S%ork, acid
will preserve all pai~nancnt reference points during construction.
hIIACvil1308378.2 71982170$439
443.1 No changes or relocations will be made without prior written notice to
the Contract Administrator.
44.3.2 A report shall be made to the Contract Administrator when any
reference point is lost or destroyed, or requires relocation because of necessaz-y changes in grades
or locations.
44.3.3 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.
44.3.4 Replacements shall be established based upon original survey control.
ARTICLE 45
F1ELD LAYOUT OF THE R'ORK AND RECORD DRAWINGS
45.1 The entire responsibility for establisMng and maintaining a line and grade in the
field lies with Contractor. Contractor shall maintain an accurate and precise re<:vrd of the
location and elevation of all pipe lines, conduits, structures, underground utility access portals,
handholds, fittings and the like and shall deliver these records in good order to the Contract
Administrator as the Work is completed. These records shall serve as a basis for "record"
drawings. The cost of all such field layout and rewrding Work is included in ilic prices bid for
the appropriate items.
45.2 Contractor shall maintain in a safe place at the site one record copy of all
Drawings (Plans), Specifications, Addenda, written amendtnenis, Change Orders and written
interpretations and clarifications in good order and annotated to slrow all changes made during
construction. Thcsc record documents together with all approved samples and a counterpart of all
approved Shop Drawings will be available to Contract Administrator 1'or reference. Upon
completion of the Project, these record documents, samples and Shop Drawings shall be
delivered to Contract Administrator.
45.3 At the completion of the Project, the Contractor shall turn over to flze City a set of
reproducible drawings (Mylars) and a complete set of all drawings in the latest version of the
AutoCAD format on floppy disk not compressed which accurately reflect the "as built"
conditions of the new facility. All chalrges made to the construction documents, either as
clarifications or as changes, wfll be reflected in the plalis. The changes shall be sub_nitted on
Ivtylar at least monthly to the Caitract Admunistrator. These; "as built" drawings on Mylar and
the latest version of the .4utoCAD frn-ruat media untst be delivered and found to be acceptable
prior to final payments.
tvtlAb91 1303378.2 7198217084 4Q
ARTICLE 46
SAFETY AND PROTECTION
46.1 Developer shall require Contractor to be responsible for initiating, maintaining
and supervising all reasonable safety precautions and programs in connection with the Project.
Developer shall require Contractor to take all reasonable necessary precautions for the safety of,
and shall provide the reasonably necessary protection to prevent damage, injury or loss to:
46.1.1 All employees on the Project and other persons who may be affected
thereby;
4G.1.2 All the Work and all materials or equipment to be incorporated therein,
whether in storage on or off the Project site; and
46.1.3 Other property at the site or adjacent thereto, including trees, shrubs:
lawns, walks; pavements, roadways, structures and utilities not designated for removal,
relocation or replacement in the course of construction.
46.2 Developer shall use reasonable efforts to cause Contractor to (a) comply with alt
applicable laws, ordinazices, rules; regulations and orders of any public body having jurisdiction
for the safety of persons or property or to protect them from damage, injury or loss; and (b) erect
and maintain all necessary safeguards for such safety and protection. Developer shall notify
owners of adjacent property and utilities when prosecution of the Work may affect theta- All
damage, injury or loss to any property referred to in Sections 46.L2 and 46.15 above, caused
directly or indirectly, in whole or in part; by Developer or Contractor, 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 the responsible party; however, Developer
and'or Contractor shall not be liable for injuy or damage caused by City, its employees,
umsultants or its separate Contractors. Developer's and Contractor's duties and responsibilities
for the safety and protection of the Projec.•t shall continue until such time as all the Project is
completed and the Contract Administrator has issued a notice to Developer that the Project is
acceptable except as otherwise provided in Article 28.
46.3 Contractor shall designate a responsible member of its orgatu~ation at the Project
site whose duty shall be the prevention of accidents. This person shall be Contractor's project
representative unless otherwise designated in writing by Developer to City.
ARTICLE 47
PAYMENT OF TESTS BY DEVELOPER
>•:xcept when otherwise speciticd in the Contract Documents or this Agreement, the
expettse of all tests and test reports shall be borne by Developer but will be passed onto City as a
Cost of the Work. All test reports must be submitted to the Contract Administrator for his
reasonable approval.
tvtIAtoll 13083±8.2 719821?08441
AR'I'ICLF. 48
[THIS ARTICLE LEFT INTENTIONALLY BLAN'D']
ARTICLE 49
CLEANING UP A_VD REA`IOVAL OF EQLTIPbIEN"C
49.1 Developer shall cause Contractor at all times keep the Project site free from
awumulation of waste materials or rubbish causal by Contractor's operatio~tis. At the completion
of the Project, Developer shall cause Contractor to remove all of its waste materials and rubbish
from and about the Project as well as its tools, construction equipment, machinery and surplus
materials. If Developer fails to cause Contractor to clean up at the completion of the Project,
City may do so; azid the reasonable cost thereof shall be charged Co Developer or Contractor.
49.2 In case of temrination of this Agreement before completion for any ca•,rse
whatever, Developer, if notified to do so by City, shall cause Contractor to promptly remove any
part or all of Contractor's eyuipmcnt and supplies from the property of City, failing which City
shall have the right to remove such equipment and supplies at the expense of Developer or
Contractor.
ARTICLE 50
[THIS ARTICLE LEFT INTENTIONALLY BLANK]
ARTICLE 51
BONDS AND L~iSLRANCI;
51.1 Developer shall cause Contractor to furnish .upon the execution of the
construction contract with Contractor, a performance bond and payment bond of the form and
containing all the provisions set forth in this Section. Payment and performance bonds shall be
in the form of dual obligee bonds fiom the Contractor in the amount of the Guaranteed
Maximum Price, naming the City and Developer as dual obligees.
51.2 The bonds shall be in the amount of one hundred percent {l0U%) of the Contract
Sum guaranteeing to City the completion and performance of the Project covered in this
Agreement as well as full payment of all supplies, material persons, laborers, or subcontractors
employed pursuant to tlris Project. Such bonds shall be with a surety company which is qual?fled
pursuant to Secfion 51.4.
513 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 Sum; or an
additional bond shall be conditioned that Developer will; upon notification by City, correct any
defective or faulty Work or materials which appear witlrirr one year after completion of the
Work.
D9L~~ 1308378.2 719821708442
51.4 The surety company shall have at least the following minimum ratings in the
latest revision of Best's Insurance Report:
Amount of Bond Ratin s Category
500,001 to 1,020,000 B- Class I
],020,001 to 2,000,000 B+ CIass II
2,OOQU01 to 5,000;G00 A Class III
S,000,OUI to 10, 000, 000 A Class IV
10;000,001 to 25,000,000 A Class V
25,000,001 to 56,000,000 A Class VI
50,000,001 or more A Class VII
51.5 Indemnification OPCity
51.5.1 The construction contract between Developer and Contractor and the
architect's ageement between Developer and Connsultant shall provide that Contractor or
Consultant (as applicable) shall indemnify and save hannlcss City, its of[icers, 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 Cmntractor or Consultant (as
applicable), or any of its subcontractors, subconnsultants, agents, servants, or employees
connected with the Project; or by or in consequence of any negligence of Contractor or
Consultant (as applicable), or any of its subcontractors, subconsultants, agents, sen~azits, or
employees (excluding negligence of City); in cmu~ection ~n~ith the constivction activities of
Contractor or Consultant (as applicable), or any of its 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 Contractor or Consultant (as applicable) or any
subcontractor, subconsultazits, agents, servants or employees; except to the extent caused by
City. The construction contract between Developer and Contractor and the architect's agreement
bettn~een Developer and Consultant shall further provide that Contractor or Consultant (as
applicable) shall indemnify and save harmless City (a) against any claims or liability arising
from o: based upon the violation. of any federal, State, County or City laws, bylaws, ordinances
or regulations by ConU~actor, its subcontractors, agents, servants or elployees (excluding
negligence of City); and (b) from all such claims and fees, and from any and all suits azrd actions
of every nazne and description that maybe 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 infringelnent of any and all patents or patent rights claimed by any
person, fum, or corporation.
51.5.2 Developer shall indemnify, save hannlcss and defend City, its agents,
servalnts and employees, from and against azny claim, demand or cause of action of ~yL•atevcr Bind
or nature arising out of any negligent conduct or negligent misconduct of Developer and for
which City, its agents, servants or employees, are alleged to be liable.
5].5.3 The indemnification provided above shall obligate Contractor,
Consultant or Developer (as applicable) to defend at its own expense to and fl>rougln appellate,
supplemental or baznkruptcy proceeding, or to provide for such defense at City's option; any and
D1I,1Pofi 1308378.2 ?19821708443
all claims of liability and all suits and actions of every name and description that may be brought
zgainst City which may result from the operations and activities under this A~eernert whether
the construction operations be performed by Developer, Contractor, Consultant, its
subcontractors, its subconsultants, or by anyone directly or indirectly employed by any of the
above.
51.6 lnsuranec. Developer sl=all as a Cost of the Worlc provide, or cause to be
provided, and mauttain, or cause to he maintained, in force at all times during the Project, such
insurance, including Workers' Compensation Insurance, Employer's Liability Insurance,
Comprehensive General Liability Insurance, and Professional Liability Insurance, as will assure
to City the protection contained in this Ag-eement. Such policy or policies shall be issued by
companies approved to do business in the State of Florida, and having agents upon tivhom service
of process may be made in the state of Florida. Developer shall specifically protect City by
including City as an additional insured under the Comprehensive General Liability Insurance
Policy hereinafter described.
51.6.1 Professional Liability Insurance to be carried by Consultant with limits
of liability provided. by such policy not less than One Million Dollars ($1,000,000.00) each claun
to assure City the indcmrtification specified ni Section 51.5. Such policy may carry a deductible;
however, any deductible shall not exceed Twenty Five'1'housand Dollars ($25,000.00) for each
claim. The Certificate of Insurance for Professional Liability Insurance shall reference the
applicable deductible and the Project.
51.6.2 Workers' Compensation Insurance to apply for all empltiyecs in
compliance with the "Workers' Compensation Late" of the state of Florida and all applicable
federal laws. In addition; the policy(ies} must include: Employer's Liability wiIli a limit of
$1,000,000.00 each accident.
51.6.3 Comprehensive General Liability (CGI:) with minimum limits of One
Million Dollars ($1,000,000.00) per occurrence combined sntgle limit for Bodily Injury Liability
and Property Damage Liability. Coverage must be afforded on a form no more restrictive than
the latest edition of the Comprehensive General Liability Policy; without restrictive
endorsements other than those customarily found in CGL policies, as filed by the Insurance
Services Office and must include:
(i) Premises andlor Operations;
(ii) Independent Contractors;
(iii) Products and;'or Corrrpleted Operations;
(iv) The Developer shall cause Contractor to maintain in force
until at least two (2) years after final completion of the Project coverage for Products and
Completed Operations, including Broad Form Property Damage;
(v) Explosion, Collapse and Undergrowtd Coverages;
M1AMI 13C8378.2 719821708444
(vi) Broad Form Property Damage;
(vii) Broad Form Contractual Coverage applicable to this
specific Agreement;
(viii} Personal Injury Coverage ~m•ith Employees and Contractual
Exclusions removed with minimum limits of coverage equal to those required for. Bodily injury
Liability and Property Danage Liability; and
(ix) Notice of Cancellation and/or Restriction-The certificates
of insurance to be prov7ded to City shall provide for the City to receive thirty (30) days notice of
cancellation ancU'or restriction.
51.6.4 Business Automobile Liability with milrimum limits of Oue Milliat
Dollars (S],000,000.00) per occurrence combined single limit for Bodily Injury Liability and
Property Damage Liability. Coverage must be afforded on a for_n no more restrictive than the
latest edition of the Business Automobile Liability Policy, without restrictive cndorsemerts, as
filed by the Inswance Services Office and must include:
(i) Owned vehicles; and
(ii) Non-owned azid hired vehicles.
SL6.5 Notice of Cancellation, 1xpiration and/or Restriction: The certificates
of insurance to be provided to the City shall provide for the City to receive thrty (30) days notice
of cancellation, expiration and/or resniction, to the attention of the Risk Manager, 1700
Conventipn Center Drive, Miami Beach, Florida 33139.
51.6.6 Developer shall furnish to the Contract Administrator Certificate(s) of
hasurance evidencing the insurance coverages required herein witltui ten (10) days after
execulion of the construction wntract. Such certificate(s) shall reference this Agreement. City
reserves the right to require a certified copy of such policies upon request. All certificates shall
state that City shall be given thirty (30) days' prior written notice of cancellation and/or
expiration.
51.6.7 Developer shall provide to City a Certi'.icate of Irsurance or a copy of
all insurance policies required under this Article. The City's Risk Manager reserves the right to
require certified copies if requested. Endorsements and certifications shall stale City is to be
given thirty (30) days' written notice prior to expiration or cancellation of the policy.
ARTICI.F. 52
l11SCELL:~NF.OUS
52,1 Art in Public Places. Not applicable to the Project.
52.2 Public Benefits. The public will benefit in several ways from the proposed
Project: (a) the upgrading of wom and under capacity utfrastructute; (b) by contracting with an
MLM•II 1308378.2 719821708445
affiliate of the developer of the adjoining 5"' & Alton Project to develop the Project, the public
will realize significant savings in general conditions and other expenses related to the
construction of the Proiect; and (c) having a single developer and Contractor building both the 5
& Alton Project and the Project will minimize disruption and ensure better coordination of the
two projects
52.3 Intentionally Omitted.
52.4 Intentionally Omitted.
52.5 Operation of Proiect upon Substantial Completion. City shall be solely
responsible for operating and maintaining the Project upon Substuitral Completion.
52.6 Intentionally Omitted.
52.7 Royalties And Patents. All fees, royalties, and clauns for auy invention, or
pretended im~ention, or patent of any article, material, arrangement, appliance or method that
may be used upon or in any mamier be connected with the construction of this Project or
appurtenances, are hereby included in the prices stipulated in this Agreement for said Project.
52.8 Rights of Various h~terests. Whenever 'Work being done by City's forces or by
other Contractors is contiguous to ~Vo:k covered by this Agreement, the respecti~re rights of the
various interests involved shall be established by the Contract Administrator to secure the
completion of the various portions of the Z~`ork in general harmony.
52.9 Assi~tnnent. This Agreement shall not be assigned or subcontracted as a whole or
in part without the written consent of the City, nor shall Developer assign any monies due or to
become due to it hereunder, without the prior written consent of the Contract Administrator.
52.10 ~Io Interest. Any monies not paid by City when clavned to be due to Developer
under this Agreement shall not be subject to interest. Flowever, 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 payrrrent of interest, shall apply to valid and
proper invoices.
52.11 Ownership of Documents. Drawing, specifications, design, models, photographs,
computer AutoCAD disks, reports, surveys, and other data provided in corulection with this
Agreement and for wlvch City has rendered payment, are and shall, subject to the terms of the
Contract Documents, 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, subject to the terms of the Contract Documents, iu its discretion, use any
design and documents prepared hereunder for the purpose of completing the Project, provided
that City has paid for same; and prmdded further that if such termination occurs prior to
completion of documents and/or through no fault of Developer; Developer and Consultant sha1L
have no liability for such use; and provided further that any reuse without the written verification
or adaptation of Consultant for the specific purpose intended will be without liability or legal
exposure to Consultant or Developer. At the completion of the Project, as part of the Project
closeout, copies of all drawings on AutoC_AD disks shall be transmitted fi•om Developer to the
t,•iiamu tsos3?az ?tsazt?caa46
Contract Administrator rvithui seven (7) days of termination of this Agrccrneut in addition to the
record drawing. The provisions of this clause shall survive the completion of this Agreement
and shall thereafter remain in full force attd effect. Any compensation due to Developer shall be
twithheld until all documents are received as provided herein. Notwithstanding the foregoing, the
City retains ownership of any and all documents provided to the Developer and has full use
thereof t~7thout any further payment.
52.12 Records. Developer shall keep such records and accounts and require Contractor
acid Consultant io keep records and accounts zs may be necessary in order to record complete
and correct entries as to persomtel hours chazged 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 aRer the completion of the Project pursuant to this Agreement.
Incomplete or incorrect entries in such books and records will be gromtds for disallowance by
City of any fees or expenses based upon such entries.
52.13 Nondiscrimination Eaual Emnlo~anent Onoortunity, And Americans With
Disabilities Act. Developer shall not unlawfully discruuinate against airy person m rts operations
and activities in its use or expenditure of the funds or auy portion of the funds provided by t'tis
Agreement and shall affirmatively wmply with all applicable provisions of the Americans with
Disabilities Act in the course of providvig any services funded in whole or in pea by Ciiy,
including Titles I and 11 of the (regarding nondiscriminaton on the basis of disability), and all
applicable regulations, guidelines, and standards.
Developer's decisions regarding the delivery of services under this Agreement shall be
made without regard to or consideration of race; age, religion, color, gender, sexual orientation,
national origin, marital status, physical or mental disability, political affiliation, or any other
factor which cannot be lawfully or appropriately used as a basis for service delivery.
Developer shall comply with Title i of the .'~meticans with Disabilities Act regardin
nondiscrimination on the basis of disability in employment arxi further shall not discsriminate
against any ctnployee or applicant for employment because of race, age, religion, color, gender,
sexual orientation, national origin, marital status, political affiliation, or physical or mental
disability. In addition, Developer shall take affirmative steps to ensure nondiscrimination in
employment against disabled persons. Such actions shall include; but ttot be limited to, the
following: employment, upgrading, demotion, transfer; recruitment or recruitinent advertising,
layoff, termination, rates of pay, other forms of compensation, terms and conditions of
employment, training (including apprenticeship), and accessibility.
Developer shall take affirmative action to ensure that applicants are employed and
employees are treated without regazd to race, age, religion, color, gender; sexual orientation,
national origin, marital status, political affiliation, or physical or mental disability during
empfo}•menl. Such actions shall include, but not he limited to, the following: employment,
upgrading, demotion, transfer, recruitment or recruihuent advertising, layoff, termination, rates
of pay, other forms of compensation, terms and conditions of employment, training (including
apprenticeship), and accessibility.
MIAMI 13083?8.2 ?19821?08{47
Developc~- shall not e~tgage in or commit a~~y discriminatory practice in violation of the
City's Human Rights Act in perfonxiing the Scope of Services ar any part of the Scope of
Services of this Agreement.
52.14 No Contingent Fee. Developer warrants that it has not employed or retained any
coritpany or person, other than a bona fide employee Working solely for llevelopez 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 Developer,
any fee, commission, percentage, gift, or other consideration wntiugent upon or resultutg from
the awazd 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 Sum; or otherwise recover, the full amount of such fee, cotmnission, percentage, gift or
consideration. .
X2.15 All Prior Aereements Sunerscded• Amendments. The Contract Documents
incorporate aiid include all prior negotiations, correspondence, conversations, agreements or
understandings applicable to the matters contained herein, and the parties agree that there are no
commihnents, agreements or understandings concernntg the subject matter of this lgreement
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.
Tt is further agreed that no modification, amendment or alteration in the terms or
conditions contained herein shall he effective unless contained in a written document execu[ed
with the same formality and of equal dignity herewith.
52.16 \otices. Whenever either party desires to give notice unto the other, it must be
given by written notice, (a) sent by certified United States mail, with retwn reccip::equested; {b)
by personal delivery with a signed receipt, (c) by recognized national overnight courier service
or (d) by facsimile, in any case, addressed to the party for whom it is attended, at the place last
specified; and the place for giving of notice shall :emaut such wail it shall have been changed by
written notice in compliance with the provisions of this paragraph. Notices given by an attorney
for the City or Developer shall be deemed effective notices. For the present, the parties designate
the following as the respective places for giving of notice, to wait:
FOR CT'1'Y:
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: Jorge Chartrand, CIP Director
Fax: (305) 673-7073
b1[Ai~.4I 1365??S2 ?19E2(i08448
With a copy to
City of lvliami Beach
1700 Convention Center Drive
lvfiatni Beach, Florida 33139
Attn: Jorge M. Gorvalez, City Manager
Fax: (305) 673-7782
City of Miaani Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: Jose Snuth, City Attorney
Fax: (305) 673-7002
FOR DEVELOPER:
Berkowitz Development Group, Inc.
2665 South Bayshore Drive, Suite 1200
Coconut Grove, Flotida 33133
Attn: Jeffrey L. Berkowitz
Fax: (305) 659-8300
tiVith a copy to:
Bilzin Sumberg Bacna Price & Axehod LLP
200 South Biscayne Blvd., Suite 2500
lvtiami; Florida 33131
Attn: B»an L. Bilzin, Esq.
Fax: (305} 374-7580
FOR CONSULT ANT
Sch~m•ebke - Shiskin & Associates, Inc
3240 Corporate Way
Miramar; Florida 33025
Attn: Hernando Navas
FOR CONTRACTOR:
Suffolk Construction Company, Jnc
80 South~i-est 8ct' Street
Suite 2710
Miami, Florida 33130
lltm: Timothy \~°. Sterling
Fax: 305 374-1138
b1L~\'f. 13uS~i82 719S217US449
With a copy to
Sufi'olk Construction Company, Inc
SI S North Flagler Drive
Fifth Floor
~4'est Palm Beach, Florida 33401
Attn: Juan Diaz, Division Counsel- Florida
Fax 561 366-8081
With a copy to:
Suffolk Construction Compan}~, Inc.
6~ Allcrton Street
Boston, ivfassachusetts 02119
Atha: Robert V. Lizza, Executive Vice President<'General Counsel
Fax:6I7 541600]
52.17 Truta-In-Negotiation Certificate. Signature of this Agreement by Developer shall
act as the execution of atruth-in-negotiation cerrificate stating that wage rates and other factual
unit costs supporting the compensation of this Agreement are accurate, complete, and cun-ent at
the time of Contracting. The original Contract Sum and any additions thereto shall be adjusted to
exclude any sigtrifie:ant scans by which City determiucs the Con[ract Sum was increased due to
inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such
adjustments shall be made within one (1) yeaz following the end of this Agreement.
52.18 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 Agiee~rnent ate for reference purposes Drily
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 othcnvise.
Whenever referetce is made to a Section or Article of this Agreement, such reference is to the
Section or Article as a whole, including alt of the subsections and subpazagraphs of such Section
or Article, unless the reference is expressly made to a particular subsection or subparagraph of
such Section or Article.
52.19 Recycled Content. In support of the Florida Waste N[anagenrent Law, Developer
is encouraged to supply any information available regazding recycled material caxent in fnc
products provided. City is pazticular-ly 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 maybe extracted and recycled alter tae product has served its intended purpose.
MIAMI 1308378.2 7198217084 $0
52.20 Public Entity Crimes Act. 1n accordance with the Public Entity Crimes Act.
Section 287.133, Florida Statutes, a person or affiliate who is a Contractor, consultant or other
provider, who has been placed on the convicted vendor list following a conviction for a Public
Entity Crime, may not submit a bid on a contract to provide any goods or services to the Citp,
may not submit a bid on a contract with the City for the construction or repair of a public
building or public'~Vork, may not submit bids on leases of real property to the City, may not be
awarded or perform GVork as a Contractor supplier, subcw:tractor 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 tvvo purchases for a period of 36
months from the date of being placed on the convicted vendor list. Violation of this section shall
result in cancellation of tha City purchase and may result ii debarment-
52.21 Waiver of Trial by Jury. BY EN"I'LRING INTO THIS AGREEMENT,
DEVELOPER ANTD CITY EXPRESSLY NAIVE Al~Y RIGHTS EITHER PARTY b4AY
HAVE TO A TRIAL BY JURY OP ANY CIVIL LITIGATION RELATED TO, OR ARISING
OL T OF THE PROJECT. DEVELOPER SHALL SPECIFICALLY BIND CONTRACTOR
AND CONSL:LT.ANT AI\D REQUIRF. THAT COITRACTOR AND CONSULTANT BIND
ANY AND ALL O"1'IIER SUBCONTRACTORS AND/OR SLI3CONSULTANTS TO THIS
PROVISION Uh THIS AGREEivIENT.
52.22 Approvals. ~Vltenever any matter set forth herein is made subject to the approval
of the City or the Contract Administrator, the approval shall be expressed in writing aad the City
or the Contract Admirstrator (as applicable) shall not be unreasonably withhold, delay or
condi6un any such approval, and the failw-e to grant or withhold any such approval within five
(~) business days after receipt of ~~aitten notice requesting the same (or such othr7 time period as
may be expressly provided in this Agreement), sha1F be deemed approval of such matter if so
stated in said notice.
52.23 Tune. Time shall be of the essence for the performance of all obhgatiorrs of
Developer, the City and Contract Administrator under this Agreement. Whenever this
Agreement provides for or contemplates a period of time for performance of any obligation, such
time period shall be calculated using calendar days, except when such rime period is expressly
stated to be calculated in business days. Any date in this Agreement which falls upon a
Satw-day, Sunday or legal holiday (defined as any weekday upon wlvch banks in Miami, Floridz
are not open for business) shall be deemed to be extended to the next business day. The term
"business day" as used in U~is Agreement means any day that is not a Saturday, Sunday, orlegtrl
holiday.
52.24 Recordine of Development Agreement. Within fowteen (14) days after the City
executes this Agreement; the City shall re:,ord this Agreement with the Clerk of the Circuit Cotu-t
of Miami-Dade County. Developer shall submit a copy of the recorded Development Agreement
to the State of Florida's Land Planning Agency within fourteen (14) days after this Agreement is
recorded. This Agreement shall become effective only after (a} it has been recorded is the
Public Records of Miarni-Dade County, and (b) thirty (30) days have elapsed after the State of
Florida Land Planning Agenc}~s receipt of a copy of the recorded Agreement. The City agrees
that it shall be responsible for alt recording fees and other related fees and costs related to the
recording and delivery of this Agreement as described in @ris Sec.•tion. The provisions hereof
~t[Abt11308378.2 719821708:51
shall remain in hill force and affect during the term hereto, and subject to the conditions o£ this
Agreement shall be binding upon the wxiersigned, and all successors in interest to the parties to
this Agreement. Whenever an extension of any deadline is permitted or provided for under the
terms of this Agreement, at the request of either party, the other party shall join in a short-form
recordable Memorandum of Agreement confirming such extension to be recorded in the Public
Records of Miami-Dade County.
52.25 Duration of this Develonmcnt A Bement. The duration of this Agreement shall
not exceed ten (] 0) years from the date first wrirten above; provided, however, that the duratimt
of this Agreement maybe extended by mutual agreement of the City and Developer. Durng the
term of this Agreement, the City's laws and policies govenung the development of land im effect
as of the date hereof shall govern development of the Project. 'I'hc City may apply subsequcutly
adopted laws and policies to the Project only if the City has held a public hearing pursuant to
Sec~oa 163.3225, Florida Statutes, and detemuned:
52.25.1 they are not in conflict widr the laws and policies governing this
Agreement and do not prevent development of the land uses, intensities, or densities in this
Agreement; or
52.25.2 they are essential to the public health, safety, or welfare, and expressly
state that they shall apply to a development that is subject to a development agreement; or
52.25.3 they are specifically anticipated and provided for in this Agreement; or
5225.4 tltc City demonshates that substantial changes have occurred in
pertinent conditions existing at the time of approval of this Agreement; or
52.25.5 this Agreement is based on substantially uiaccurate information
supplied by Developer.
5226 Agreement No: finding on Owner or Ss' and Alton Project. Anything in
this Agreement to the Contrary, nohvithstanding, This Agreement is not binding on Owner or the
5r~' and Alton Project, notwithstanding references in this Agreement to both.
[REMAT1~rDER OF PAVE IN'1'L'NTIONALLY LEFT $L.~NI~]
VIAIofI:308378.2 719821708452
IN ~~%ITNESS WHEREOF, the parties have set their hands and seals the day and ye<u
first above written.
~~VITNESSES: CITY:
CITY OF VllAMI BEACIi, FLORIDA,
a municipal corporation of the State of
Florida
By:
Sign Namc: Matti H. Bower
Title: Mayor
Sign
Print Name
:~T1'EST:
By:
Name: Robert Pazcher
Title: City Clerk
STATF. OF FLORIDA
)ss:
COL[NTY OF MLAIvII-DADE )
The foregoing instrument was acknowledged before me this day of
2008, by Matti H. Bower, as h'iayor, and Robert Parcher, as City Clerk, of dre
City OF MIAIv11 BEACH, FLORIDA, a municipal corporation of the Statc of Florida, on behalf
of such municipal corporation. 'They are personally known to the or produced valid Florida
driver's licenses as identification.
Notazy Public, State of Florida
My commission expires
APPROVED A$ TO
FORM & LANGUAGE
er<F EXEClJTION
--~~ ~ c E< p F
t<•t[~~•t[[?U8?;s.z nssz;~osa53 ~_ ItyAttomey Date
DEVELOPER:
BERICOWITZ DEVELOPMENT GROUP,
LAIC.; a Florida corporation
Sigh - - - - By.
Name: Jeffrey L. Berkowitz
Title: President
Print Namc
ATTEST:
By:
Name:
Titlc:
Secrctarv
STATE OF FLORIDA )
)ss:
COUNTY OF MIAMI-DADS }
The foregoing instrument was acknowledged befi~re me this _ day oP ,
2008, by Jeffrey L. Berkowitz, as President of Berko~~.dtz Development Group, Inc., a Florida
corporation, on behalf of such corporation. He is personally known to me or produced valid
Florida driver's licenses ~s identification.
My conunission expires:
Kotarv Public. State
D1IAtv11 13033782 ? i 9821?d84
ERIIISIT ",~"
CONSTRUCTION SCHEDULE
[attached)
M.IeU~f11308378.2 71982170842
EI~HIBTT "B"
(attxched~
~II?.A1I L083?8.2 71982170843
r<.xrtr~><r. "c"
PL.~1NS AND SPECIF'ICATIOT'S
(Approved Plans and Specifications)
[attached)
DfI~tI 1305373.2 ? I SL~21?C1i4
F.~T3IBIT "U"
(aftached)
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tdorx s. Jn-aon, Ps.hf. Land Surveyors • Ergicaers • Land Planners
RVOU:C A. Fdtz. P.S.) : Allwso G Tolia, P.E, PS.M,
Pferra E c° :oi. Ps.rA. 3240 Corporate Way • Miramar, Florida 33025 Nemando J. Navin, P.E.
L~tu F. Leon
P
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AlmRez: J. A7ay, Ps.Lf• Phone: {954) 455-7070 • Fax: (E54) 436.32E6
Jteu r. Sudicl, P.S.Lf. ,
.
.
:.axno A. Mo.L. P.e.
February 26, 2008
tvir. Jeffrey L. Berkowitz, President
Berkowitz Development Group, Inc.
2665 Soutfi Baysnore Drive. Suite 207
Coconut Grove, Florida 33133
{305) 854-2800 Tel
(305) 859-8300 Fax
RE: Off-Site Improvements along Lenox Avenue & 6`" Street in front of 5th &
Alton Vertical Retail Center. (Revised)
Dear Mr. Berkowitz:
Please accept this proposal for the Civil Engineering Services for the above referenced project.
SCOPE OF SiLRVICI;S & SCI~DULi' OF FCIS:
1, Site Paving, Grading, Drainage Markings and Geometric Plans, Stormwater Management:
Our firm vdill prepare paving, grading and drat^aga plans for the above referenced site as deoicted
in the 60% complete plans prepare by the City of Miami Beach C.I.P, Our plans will include all
pertinent construction details and specifications on the plans (No beok specs will be provided).Our
scope of services will include a pavement marking and signage plan.
Prepare all drainage calculations required by DEF2M & F-DOT. Prepare all pertinent drainage
applications required by DERM & F-DOT. Our firm will aid the owner in executing all of the
drainage related applications.
:- Our firm will process the paving, grading, drainage signage and marking plans, as weal as, the
stormwater calculations through DERM, F-DOT, the City or Ivtiami Beach Public Works
Department and !ts C.1.P. Office.
We will coordinate all submittal related to the processing & permit#ino of the Civil, Landscap ,
Irrigations, Hardscape and Lighting Plans, thru the City of Miami Beach. ( 1
Our firm will attend all required coordination meetings with fre C.I.P. office and other relate ~ !
departments wi#h in the City of Miami Beach. ~,
T:WA~[)OIP.RCPOSAL 2e0S48erkowtiz fiHh 8 al:on oEfsilu.doc
Mr. Jeffrey L. Berkowitz, President
Berkowitz Development Group, lnc.
Page 2 of 5
Our firm will coordinatz our Civil plans with the turning lane plans prepared by David Plummer &
Associates.
Our fees for this portion of the work will be at a lump sump amount of $35,600.00
II. Construction and Post Construction services:
> Attend pre-construction and or coordination meetings with owners representative and contractors
Review strop drawings related to the Civil Engineering Discipline
Monitor the construction of the site work in accordance with the terms of tf;e Developer's
Agreement
Review & approve payment request o` the site work in accordance with the terms of the
Develcper's Agreement
Y Review RFl's from contractors and or other consultants
9 Review soil density reports, concrete testing and lab results required during the construction of the
job
Y Review Inspection reports, As-built Plans, Prepare certifications F-DOT and the City of Miami
Beach
Attend weekly meeting on-site with C.I.?. Project Manager, Contractor & Developer
> Our fees for this portion of the work will be at a lump sump amount of $35,800.00
lV. Land Surveying Services:
Locate existing control points prior to construction of the off-sits improvements along Lenox
Avenue and fi"' Street fronting the 5T" & Alton Vertical Retail Center. Reset existing control points
at the end of thz construction.
- Set temporary construction points for horizontal & vertical controls.
D As-Built the proposed drainage facilities to include rlm elevations, invert elevations and pip ~f g~.
r AS-Built proposed gutter line & grade as eaell as As-Suitt the rock base for quality control pllbr~~ t
paving. Iflffffff(( J l)
T:SNAk~OIPROPOSAL 2P08'~Benaei:z fifth6 ailcn oY•site.Ecc `J
Mr. Jeffrey L. Berkowis, President
Berkowitz Development Group, Inc.
Page 3 of 5
> Prepare FinaE survey of the improvements along Lenox Avenue and 6rh Street fronting the 5n' &
Alton Vertical Retail Center to include, trees, topographic information, survey control points and all
other visible improvements within the Right-of-VJay Corridor.
i- Our fees for Yhts portion of the work wilt be at a Lump sump amount of $15,800.00
CLOSURE
Lump Sum Fee - All Lump Sum fees are based upon services being perforrr~ed during regular
business hours (Monday thru Friday 8:00 am to 5:00 pm). Any services requested by the client to be
performed outside of regular business hours vdill carry a surcharge of 0.50 times the hourly rata of the
employees} perorming said service.
Invoicing and Payment -Work will he invoiced monthly based upon a proration of work completed to
date, with payment expected within 30 days of receipt of the invoice by the client: If Schwebke-
Shiskin & .4ssociates, Inc., commences logo?proceedings to collect any monies due underthis
agreement, then the Client agreas to pay any costs or attorneys fees incurred by Schwebke-Shiskin &
Associates, Inc., ir, connection with such legal proceedings, including such as are incurred in any
appellate proceedings.
Reproduction and Outside Service Fees -Unless otherwise specified, the above service fees do
not include tha cost of printing, postage, copies, long distance phone calls, facsimiles or
reproductions, nor do they include the cost for outside services by athers. These fees are separate
charges and will be invoiced to you as direct charges, plus a 10% carrying charge for outside
services.
Deliveries & Special Handling -Federal Express hand]irg and special orders will be invoiced to the
Client as direct charges, plus a 10% carrying charge. Hand deliveries requested by the Client and
performed by Schveebke-Shiskin & Associates, Inc., will be invoiced at a rate of 925 per hour.
I^~
7ardAND01PROPOSAL 26D8ffierkowil¢ fifth & alI°n °H-sl:e.doc
Mr. Jeffrey L. Berkowitz, Presideni
Berkowitz Development Group, fnc.
Page 4 of 5
Limitation of Consultant's Liability -Consultant shall procure and maintain insurance policies witn
such coverages and in such amounts and for such period of time, as it deems appropriate, or as
required by and set forth in this agreement. owner hereby agrees that to the fullest extent permitted
by law consultant's total liability to owner for any and al( injuries, claims, losses,expenses or damages
whatsoever arising out of or in any way related to the project or this agreement from any cause or
causes including but not limited to consultant's negligence, errors, omissions, strict liability, breach of
coniract or breach of warranty (hereafter "owner's Claims'? shall not exceed the total sum paid on
behalf of or to consultant by consultant's insurers in settlement or satisfaction of owner's claims under
the terms and conditions of consultant's insurance pclicies appl`.cable thereto (excluding fees, costs
and expenses of investigation, claims adjustment, defense and appeal}.
Limitations of Construction Resnon;ihi[ities of Scinvebke-S}tiskin & Associates Inc
The Owner/Developer and Scinvebke-Shiskir. d Associates, Inc. agree that:
J) Scinvebke-S/riskiu r~ Associates, Ittc. sole respansibflities to the Otvner/Developer/Arclritecioxe set
fortle itr flee SCOAF_ OFSER [?CE sectiatr ojtlris ngreeureut and tke SCOPE OP' SERVICE sectiun
may not be nrorlifred except itr n+riting acrd sigrrrd by urr aniGurized representative of SclnveGke-
SGiskiu & Associates, lux.
Z) Scinvebke-SGiskiu & Associates, Inc. stall nvt be resparsibiefortlee menus, »re[Irods ortechnignes of
cotrstrrrctiou utilized by atp+geueral cartrwctor or subcontractors or fudeperrdent corrtracfors otr Ufe
Projec[, since SclnveGke,Slriskiu & Associates, Lrc. Gas rro right !n control 11re genera! cartractor,
subcmrtrnctors or iudeperrderrt cotrtraclors in the pcrformmtce of their work. Scinvebke-Sbiskiu ,L
Associates, Lrc. also seal! not Ge respunsible for establis/ritrg or n:atritoring safety precautions our!
procedures for tke Project ar Ure failure of the general contractor, srrbcattracturs or independent
contractors fo car7+ ore their work in aceurdmrce rvitG their contract rlocunrenis or any applicaGle
building codes ur governnrenta! regrrirenrents.
3J Scinvebke-Sbiskiu & Associates, Irrc. leas tta rlrrty to srtpen+isr the clay to clay constructiar work of tGe
general contractor,
subcontractors or independent contractors acrd assume rro resparsibilit3+for any vegligeut acts or
anrirsious of 1Ge genera!
contractor, snbcotarnctors or inde~ender:f contractors
~- ~.~
l~
T:1NgNDO~PROPOSA,L 200B'~Betlcawl2 Efth 8 allcn ~'-sile,dac
Mr. Jeffrey L. Berkowitz, President
Berkowitz Development Group, Inc.
Page 5 of 5
Project Termination - Sl;ould at any time during the project the Client frnd it necessary to
discontinue the services described above, or if the parties mutually decide to terminate this
agreement, the Client will compersate Schwebke-Shiskir, & Associates, lnc., on art hourly basis for
the percentage of work completed plus re(mbursable expenses.
t ~vouid like to thank you for giving us the opportunity tc offer you this proposal. I this propcsal is
acceptable to you, execute the original and return it to our of;tce, so we can proceed with the work.
Ices ^ifully submitted,
s-~ /h ~asoccafea.,~ne~
~r~an J. Navas,
~cuti e Vice Presi ent
Accepted for: Berkowitz Development Group, lnc.
d ccepled L'y:
(Print Name) (gate)
T;IKANDOff'RGFCSAL 2008Betkawiu fifth 8 aL'on cB-sile.doc
SCTSWE3iCE-SEISKIN & ASSOC. INC.
320 CCRPORA?E i`iAY
MIRAhIAR, FI,. 33025
(95=) 435-7016
BERKOSvITZ DEVE_T.CPN~b7T
2G55 50 EAYSHOR~' ll.°.IVE, ?1200
COCONUT GRCVE, ?L 33133
PURC SASE ORDER
S.~1I,ES PEASON .H~~
IWOICE NU7`7BER: 195079
IATVGICE DATE: 03-25-OS
CUSTO;!ER : 180500
---------------------------------------
-------------------J----------
--D35CRIPTION ,,,
------------ ~,°T AN:OUNT
----------------
DATE O.Z7E2EE: 2-1-OB
RE: 6TH STREET Fu`D LEA7OiC
!`-.VENL-E IMPRO'JEMEN^_3 CI? A~ORK
COIQSULTING S~tVICES
0'000.00
.ERNS; 15 DAXS MST
5UB TOTP.i -fi000 00
DELIVERY 0. 00
TA]CES 0. ~0
S-JkTAX p . ;i 0
TGTP.L
--------- 6000.
---- 00
-
---
PA_TD ---
--
0. -
00
c~1+7CE EuGU. 00
IF I: BECOMES NECESSARY TG PI~r,CE THIS ACCOUNT L7
THE HtS7D5 OF AN ATTORNEY FOR COL•L•ECTION, PURCHASER
AGRE3S TO PAY RE.?SvNtlELE A^_'.PORVEY'5 ^E S z~7D rGi7R=
SCHGJEBIC-SHISiCIN & ASSOC. INC.
324D CORPORATE WAY
I~tIRAMR.R, ?L. 33025
(954} 435-701C
BERICOWITZ DEVELOPMB\~T
2665 SO BAYSHORE DRIVE, #1200
COCONUT GROVu, FL 33133
INUOTCE \~UTdBE:c: 195257
IA'VOICE t7A^E: ~S-OS-OB
CUSTOPiER: ?oa500
PURCHASE ORDER 305-854-2800
SALES PERSON : HJN
DESCRIPTION
DATE ORDL•'REO: 04-01-2009
RE: CIP WORK ALOIQG LEDIO:C AVE
AND 6T3~7 STREET.
I. DESIGN & PERMITTING
$35, 600 - CONTR.~CT AifOUNT
$17,SOG - AhiOUN^t OF THIS INV
$ 6,000 - PREVIOUSL`_' INV'D
$11, $ 0 0 - CONTRTSCT BP_LADTCE
NET a~•IOU!dT
i79C•0.00
TERMS: 15 DAYS DTET
SUB TOTAL 17500. GO
DELIVERY 0. 00
TPYES 0. 00
SURTA?: 0. 00
^_OTAL 1.730D.D0
-----------------------
PAIn •~. oa
-----------------------
BALPNCE 17500.00
.T_F IT SECOMBS NECF,.SSARY TO ?LACE THIS ACCOUNT IN
'PHE ELANDS OF AN .°,TTOR_VEY FOR COLLe.CTIO:C, PUZCHe`~Sc~i2
AGREES TO PAY REASONA6LE ATTORICEY'S =EES Ah~ COUNT
a ~ :a ~ ~~ ~
~^ v ~ 3 C. DAMS ELECTRIC CO., ! NC.
ELECTRIC
November 12, 2007
Ann O'Iiaze
Berkowitz Development Group
2665 South Bayshore Drive, Suite 120D
Coconut Grove, FL 33133_
Reference: FifWandAlton
CIP Roadway Lighting
Dear Ann,
This is our proposal for providing the engineering and coordination for the design of the
roadway lighting on 6w Street and Lenox that is adjacent to the Fifth & Alton Vertical
center. This project will be paY of the City of Miami Beach Capital lraprovements.
Coordination shall include attendance at scheduled meetings, review of desi~n toward
minimum eonstrucfion costs and site inspections. We will invoice by the 25' monthly ou
a percentage complete basis and payment will be due within thirty days of billing date.
Engineering and Design $16,000.40
Coordination $ 3,200.00
The total value for this work is an add $74,200.00
Please issue a purchase order for this work
Shouldyou have questions or wish to discuss these items; please c e. ~/
t~xtl<ow~~~ ~ t Gruup~ (rl~.
Sincerely, Accepted; ~•
.a~~~~, se , ~ Bard<ow~tz, F~>i~enf
David R. Terry 'Date; ~•^.ZS ~ 8
Operations Manager
B 8.A
Consulting
Engineers
NovcmbOr 9, 2007
Mr. David Terry
C, pavis Electric Company
1701 SW 1D0"Temsce
,Miramar, Ffodda 33026
Re; Fikh 8 Alron Roadway LighJng
dffami, Florida
Fes propose!
Dear Dave: ,
Thank you fortha opportunity to provide you a prapcsal forprcFasslonal engineering services. The folicwing
1s a confirmation of ourverhal res?Dose,
PROJECT D_SCRIPTION
We undersiand the project tc be design of roadway lighting on 6'" S`reetand Lenox that era adjacent to the
Pettit & Alton Vertical Retell Center. The project will ba pad of the City of tvllam( Beach Capital
Improv=marls.
Thts prcpesal is In accardaaca v+ilh our telephone conversaforu and your recent emails.
Wa w6l render basic engineering services to provide design of roadway I1ghW:g system, as required for a
opmp'.ete praJsctmeeting aU appUcable cedes and ordinances. The baste snglneodng services also include
shop droving ;aviety and raspnrsas to RFI's. Attendance at regularly schoduled project meetings,
(scheduled by ranifaclor) and stta visits during cnnsWc!'cn arc excfuiad.
ease fee includes coordination o` roadway lighting with the civil engln~rand vdlh the City of Miami Beaoh
Pubftc Works Depar'unent Design will be In accor'anw wi'h N iaml Beach sbndarris and criteria
lNe will renderbasicenglneerl,~g services la prvlde elecfrical, constmcCon documents fora lump sum Fee
of sixteen thousand deliars (516,000.00).
The cos! of two sets of elactrcNc plot ftlas cr plots for coardinaUon of ]LO;tUng documents or for Issuance
of Conslrucllan Documents end Pe:mil Documents Is included in the fee. Ail expensss Incurred for
additional pdnUng, additional CADD p;olting, acufir service, cvemightdelivery and long distance te'sphona
calls required forihe development aFlhe proJactconlroctdowments and Corstruc8an Adminlstrcf fen andlor
Additional Services wll be reimbursable to 6&A
:908 Ludovie Lana Decatur, Georgia 30033 (.04) 325-SI20 I~'AX (404) 325-2009
N.r. Oavld Tarry
Novembar g, 26D7
Page 2
ADDITIONAL SERVICES
Olhnr services ova and aba~~e O:e swpe of works outlined vhll 6o IaVoiced to ycu on an heuriy basis or
nego:ialed lump sum. Our hourly rates are as fcllowa.
ResponslbillN Level Rate S
Principal 200.00
SenlorCansfr~cliont~tanaaer iTo.00
Samar?rajed Manager 125.Ca
7estgner 1D0AD
CADD Opera~r 70.00
Adminlslra°ve Services 5D.O0
tNs wiV Invoice monthly far servfcas rendered based upon o::r cercenlage complete. Vde will provide
separata invoices for basic services and out of packet reimbursable expenses, Payrnenls ~.vlfl be due
within slily days after the blllfnc date for basic service Nvo€ces and wlOtin Chitty days after the b0lin5 date
far out of ponkat reimbursable expansas.
We appreciate the oppoRUnily to rssposd to year requast znd look forvra: d'o a favorable decision.
PIeose Indicate approval otuls fea by slgnln3 end returning one copy to us for our files.
sin
13&A NSUL NG RS
r
Donald E She P.E.
ExeeutlveVlce-President
OS:sc
ACCEPTED
C. DAVIS ELECTRIC COMPANY
BY:
DATE: --
06/Ofi/2008 TOE 1;08 FAX 964 432 9173 C,Davis Electric ~OO1I003
To: Berkovditz Development Fran: Sue Bennett
ate,: Ann O'Hare Pages: 3
Phone: (305) 859-8300 Data: May 6, 2008
Re: Fifth & Alton ~~ ~~ acs
^ Urgent ^ Far Review ^ Please Comment ^ Please Reply
Attached please find our payment application for the CiP Roadway Lighting worn at
the above referenced project
Please give me a call with any q;lestions.
Sue
Extension Number 100
1701 S.W. 100•' Terrace • 1vliran's, FL 33025 • (954) 432.4334 . Fax (954) 432-9173 • EC 0001038
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May 6, 2005
.Ms. Ann O' 3are
Bcckowitz TJsveloprncnt Group
2<i(i5 Suutl[ Iiayshore. Drive, Suile 1200
Coconut grove, F[. 33133
ltc: ~'J` & Alton - Uff-szte
Lenazox Ava,zue B• (,u' Street
Dear Ms. O`Hare,
Tins ictter is Being written iu lieu of a more _`b[z~al ugnvcment between Bcrkowitr.
Develol~mrnl Croup end my fimr, hereinafter called ~c Lan[l.~cape 1llrolutett. This
~ropus;L is .`cr 3dditionul services at. the above rcfere~cerl Project relaS'tn~ (n off-site
i rnproveuzent.~.
rt ,
Last side J.enrnx Avcnuc and Ncrlh side 6 Street:
•a J'lar_ling pIAD for lzeri[netec 5ireet~cape corresponding to CSty
$tre.e'scape Mater Plan. Ylan will inclic~xe locution, size and species
of Prnposcd landscape materi:il.
b. Hardscapc pl;au .indiz: icing regz[ired elemcats corsespunfling to City
Strectscape Mader Tian.
c. k'rig~lion plan and sp:.cificati[7ns.
d. Attendance at meetings as scyui.red.
e. Ccrtificatio:r oCLaudsc2p•~ illstalluli[:n,
2. Services not uaclude[L•
e. Civil/Site Lngirteering or any other site. relr>:cd wcrk.
li. Spe[tificatious otber~ ilran (nose included within the [lrawings for
AOllStAl[CilUrt. •
l~:lt LU. kAln ` n r. veto d~ n~irfi~tiger~~~~~fo'ere atd Pl~nn:ne
2~• {vlPi 'a~l(~` ye,, ~l„,E,~ Llc_nnH6LA 1iA7
59Jti SW 70 Snnnl, Sauth Miera, Forida. 33748.:ln5F'4-2702. FAx 3001274.8897.
www.6852•Cn rp•Lacdscwoe, oom
eee/ soo•a zzsz€ zaxvns users ~eszocz sos Za~Z? BCeZ'90"7,K4!
.i. Gtnnpensation:
::. Fnr services described iu paranraohs hA-7 D, Berkowitz T)eve)opmenL
Group agrees to pay the Landscape Architect the sum a:f ~i3,700.UU
('!.'Face '1.'hous:u~d Sevon hTundred Aollars and UO/I00 cents) plus
martings.
Ax toll{?ws:
ha. -?hautiug Ylazis ................................................'$ i,1UC.00
1 b. - Hardscape Plans .................................$ h,000.UU
hc.-7rrigatiouPhans ..................................~ 1,SUf).0U
hd. -Meeting Attendance ............................:~; 75.40 pPitr
l e. - Landscape Ccitification ........................5 lUU.U(1
4. ADy additional wo1'_: beyond the scope of ties contract. a~~eement will he
billed on rut hourly basis us follows, :L'ter rcceivis<g prior approval:
Landscape Architect - Principal ................. 300.OU/hr.
Uraithng/CA,fJ..........$ 65.00/hr.
5. In the avant this .job is terminated before complctiou of the draevings,
compensation to tSe T.aD.dscnr..e Archacct shalh be prcpe>rtiimal tc~ work
eomple;cd up to thattime.
fi. In the cveat sets of blueprints are re;lucstcd, such prints shrill be
reittbursable to the Landscape Are:}itcct at YiI.SU par printed sheet, if a
bluepdat company i, net used.
7. 1'ay{renG past clue the Landscape Mebitect. urdcr this agrce:vcnt s)t.9li beer
iuterLs( at Lhe: montlily rate of h%~ commencirp 3p days ttfte:: fbc date of
bihlirg, and all Iega( tees incurred by eitucr parties, iovc:lving payments of
this agreement, shall no[ bu borne by the prevailing party.
$, '(teimbm•sahle expanses such as; travel, long disrn:ce pLonc calls, rcdera.i
Express, expross math, courier deliveries, etc., will be billed periodically as
sebnburs;tbies at i.3 x coll.
9. The Landscape .4rclitect does not carry insurance. If Uwnea• requuzs the
Landscape Alclitec:t catty husurattce, the insurance v~ill be purchased at
;he Owner's ex{sense.
ht is ft>.-thrr understood and a;~Eed t}Jat. this agreement saaL he binding r,pon you,
your successors and assig{:.s, and that. h{ the event you use i.he above described
ducu:oenls, either in whole nr in subslantiai pa?t, of not. use dtcsc documents on
either the proposed propi::•ly or auy other sire, anc reroiE U:e above stated sums,
U:~eds2l5~h k. A:c:nV'mpuaul-L-ranx Aye 4 GQ: S:at{SG5.0?.~0~
fi00/ °, 00'd :252n 23HYn5 Y3D3I6 LBBZ3LZ SO£ 20:ZI 800 Z'90'xVi.
thst tl)e t~.r,.darsigned sbulf preserve and relaiu all stafu:nry lieu rights as prescrihed
ny lho Statutes of lho State of lZorida. The T.aadscape Architect shall not have @tic
right w assiGv ihils contract unless c:oa5cat is r`panted by the client..
C)wnenhip of the drawings, as well as lien rights, remain tae soli possession of
the I~~ndseapc Architect. and wader no circumstances c.•tn any repmducliou of the
drawings he pcn~)itted without the T.andscapc Architect.'s conscat.
'I't)a Landscape Arclitect agrres that the Owner may assign this umtract to
another o` its entities for the hasic services without prior consent l:oru the
Landscape Architect, for a build6ng, which may be cunSLtuctcd ou t'he above-
menlioned property.
TI this prnpnsal rn~(s with your approval, lileaee sign both aad rehrL'n a copy fnr
our records. Worrwilla)n)meuccuponreccipto€thiscon•lraet.
Sincerely, AG12'!til?D AND CCEPTF.!), :his
~ day of ,2008
-
~~~~ ~ ~r
WiiJium A. gager, A.S-L.A. Qr~i
President By: AUTHU.+tl'L~ I S A"E. TfVB
ri?eFa2liih Q AItw4"ruPOre7 • l.omux Ave & 6tit SlrecL5-05-4fl.Ju:
G00/ L00'c :lSZB 23S7JS $'J3I5 LSSZ4LZ S06 ZO=Zr SOOZ'96'75~.'Yl
May 6, 2008
Ms. Ann O'Hare
Berkowitz Dcveloarnent Group
2665 5u0tL Bayslzorz Drive, Suite 1200
C'•ac~nut grove, Fi..33133
Itc: 5d° & Alloy - Uff-sitr.
LcruroxAvrsnue & ~h St+'ret
Dear Ivi,: O'Hare,
Foll.owinr please. find a staezment. o° your accounr {nr Landecape Arcltite%:t:urtil services
rea:ic:red•tr> date on tine ahrtvc refer: need proparty.
Halt side Lennox Avenue and Nurll{ silo 6'I' Straet
A. T'lanting Plan ............................. ......................•,,..~ 1,1UO.UU
'
h. HardscapePlan ........................... )U.C;U
...........................'~',Oi
c. lrl'l$fltiOL Plan.~ .................:........ ...........................$ 1,5t10.t10
d. ivEeeti~o (I hr) ............................ ...........................~ 75.UU
Amuuut tiuz at tlss time iA :.................................................. .............$ 3,ti75.0U
Siacereiy,
W illiruu A. Ewer, A..S.L.A,
A.rzsident
LnndscsPo Archirac4ve and F'Innning
4~IlinmA. Ee~or,A.S.I.h License b' LA I tA7
ArJSf SW 70 3treei, Socrh Mi:;:ul, Flu:idN. 33143.305J274.27C9, Pax 3 0 51274-2 8 9 7.
www.E6o2-Ce~mL~adr+fHnx.rnm L8fi26LZ :CS Z0:2T CCpZ'S0'd'Ch
500/ fiG0'd S25Zii 23Ytir.. caJ_'S