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Res No 136-14-14230
.136-14-14230RESOLUTIONNO.: AResolutionauthorizingtheCity Manager tonegotiateandenterintoacontractwith Maggolc, Inc.foratotal expenditure not to exceed $15,582.50forCitywide Sidewalk Repair WHEREAS,the Mayor and City Commission wish to provide sidewalkrepairtoseverallocations within the City,and WHEREAS,pursuant toacompetitiveselection process in accordance with theCityCharter,itwas determined thatMaggolc,Incsubmittedaproposalinthe amount of $13,550.00 thatwasthemost comprehensive and cost effectiveinits construction approach;and WHEREAS,theCity desires toprovidea 15%contingency of $2,032.50 overthe proposal amount for unknown factors that may arise during the work;and WHEREAS,the total expenditure,including the contingency amount,isnotto exceed $15,582.50;and WHEREAS,the Mayor and City Commission desire to authorize the City Manager to negotiate and enter intoa contract with Maggolc Incfor citywide sidewalk repairs fora total amount not to exceed $15,582.50. NOW,THEREFORE,BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI,FLORIDA THAT: Section 1:The City Manager is authorized to negotiate the terms and conditions and to execute a contract with Maggolc,Incfor the citywide sidewalk repairs for an amount not to exceed $13,550.00 and heis authorized to expend upto $2,032.50 for unforeseen conditions.A copy of the proposal is attached. Section 2:The expenditure shall be charged to the Engineering &Construction account number 001-1790-519-3450 which has a balance of $55,730.00,before this request was made. Section 3:Ifany section clause,sentence,or phrase ofthisresolutionisforany reason heldinvalidor unconstitutionalbyacourtof competent jurisdiction,theholdingshallnotaffectthevalidityoftheremaining portions of this resolution. Section 4.Thisresolutionshalltakeeffectimmediatelyuponadoption. PASSED AND ADOPTED this 15th dayof July _,2014. READ AND APP LANGIL TH D AS TO FORM TY AND EXECUTION APPROVED: COMMISSION VOTE: Mayor Stoddard Vice Mayor Harris Commissioner Welsh Commissioner Liebman Commissioner Edmond 5-0 Yea Yea Yea Yea Yea South1'Miami THE CITY OF PLEASANT LIVING CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM To:The Honorable Mayor &Members of the City Commission From:Steven Alexander,City Manager Date:July 15,2014 Agenda Item No.:_ Subject:A resolution authorizing the City Manager to negotiate and enter intoa contract with Maggolc,Inc.fora total expenditure not to exceed $15,582.50 forCitywide Sidewalk Repair Background:Inaneffortto address public safety concerns,itis the City'sintentto perform sidewalk repairs in various locations in an effort to eliminate tripping hazards.An extensive inspection of sidewalks was conducted to identify cracks orbroken sidewalks.These repairs requirethe replacement of sidewalk flagsto correct the broken ormissing sections. The City received four(4)quotes in response toa solicitation,shown below.Pursuant toreview,it was determined that Maggolc,Inc.is the lowest,responsive and responsible bidder forthisproject. Four (4)quotes received: Maggolc,Inc.:$13,550.00 Pioneer Construction Management Services $14,277.50 Sanchez Arango:$21,937.00 B Square Construction Management Group,LLC $28,496.69 A15%contingencyof$2,032.50 will beincludedovertheproposal amount to address forunknownfactorsthatmay arise duringthework. Thetotalamountofthecontract,including thecontingency,will be $15,582.50. Amount:Amount not to exceed $15,582.50 Account:The expenditure shallbechargedtotheEngineering&Construction account number 001-1790-519-3450,which has a balance of $55,730.00,before this request was made. Attachments:Resolution Quotes ENGINEERING CONTRACTOR -LiC:E-251302 and CUC-1224888 11020 SW 55 ST.,MIAMI,FL 33165 PHONE:786-291 -2949 FAX:786-472-8831 maqqolc@vahoo.com PROPOSAL Miami,JunelO,2014 |To:Ricardo A.Ayala,PE |City ofSouth Miami !Capital Improvement Project Manager Public Works and Enginering Deapartment The Maggolc Inc.Proposal for Sidewalk Repair (263 SY)and Curb TypeD (40 LF)as quantities provides in:NorthEnd and Downtown Area is:$13,550.00 i The price Include: |-Maintenance of Traffic. •-Mobilization. -Concrete Remove and Disposal -New concrete sidewalk -Restoration. Thank You for the opportunity, Sincerely, Mario M&ggi alez /President <_•«-»r*ta f «%j%i PROPOSAL North End REVISED 4"SF 50 LF East of 59AVE on 70 ST 1flags 25 SW corner of 43 ST/62 CT 5flags 125 On44 st,between 62 ave &62CT 2flags 50 6234SW42Tr 5flags 125 43 ST &64 AVE 5flags 125 62515W42ST/62CT 2flags 50 6322 SW 42 ST 11flags2flags 325 6338 SW 42 ST 5flags 125 42CT,on west side of 62CT,south of 4135 2flags 50 4240 SW 61 AVE 1flags 1 flag 25 4330 SW 61 AVE 2flags 50 6117 SW 44 ST 6flags 3 flags 150 6131 SW 44 ST 3flags 75 West of 5806 SW 41 ST 1flags 25 5894 SW 41 ST 3flags 75 6386 SW 43 ST 2flags 50 Downtown Area SW58 a,B/W 73ST,74 ST,on West Side 1flags 25 SW58AVE,B/W 73ST&74ST,Eastside 6flags 150 SW58AVE,B/W 73ST&74ST,West side 1flags 25 SW 76 ST,between 61&62 Ave-North Side 1flags 25 SW 76ST,between 61&62 Ave-South Side 3flags 3flags 150 SW 76 St,Between 61 &60 Ave-North Side 14flags 6flags 500 TOTAL 2325 Curb Type D 62STCurb Island,West of 62AVE 40 LF SY 14 _14 14 __6 36 14 6 __3 6 17 8 3 8 6 17 17 #207i SF 25 125 50 75 125 50 275 125 50 50 75 75 25 75 50 350 1600. REVISED ;j|AfterMeasurement; ROOTS SY SF SY SF 14 125 50 14 50 31 50 25 14 50 50 25 8.5 75 8.5 75 25 68 68 180 20 75 25 150 17 39 150 17 181.5 848 96.5 ;468 <=oressnrmj<='r-xoN ma-naoucwiCisit sckvxcls inc. ITEMS ITEM DESCRIPTION Qty Units Unit Price Amount 1 Mobilibation LS 1 $200.00 $200.00 2 Maintenance of Traffic (pedestri;LS 1 $200.00 $200.00 3 Root Pruning (as needed)SF 500 $0.10 $50.00 4 Concrete Removal (as needed)SY 279 $9.50 $2,650.50 5 4"Concrete Sidewalk SY 182 $33.00 $6,006.00 "6 6"Cqncrete Sidewalk .LFN .,:,97 $43.00 $^4,171.00 >'7 D-Curb,v^*t^'*,-\>,*140 $25.00 $,-Xboo.oo Bid Total $14,277.50 Martinez,Grizel From:ROUGETSANCHEZ [ROUGET@sanchezarango.com] Sent:Friday,June 13,2014 11:07 AM To:Martinez,Grizel;Ricardo Ayala Subject:RE:Concrete Sidewalk Repair Good Morning, Ourpricefor the sidewalkrepair project is twenty one thousand nine hundred thirty sevendollars($21,937.00). Thankyouforallowingusto submit apriceforthis project.Shouldyou need a formal written proposal [leasedonot hesitate to let me know. Regards, Rouget From:Martinez,Grizel fmailto:GMartinez@southmiamifl.govl Sent:Thursday,June 05,2014 9:23 AM To:Ricardo Ayala Subject:FW:Concrete Sidewalk Repair Good Morning, Attached isa revised scope for the sidewalk repair project.There is one line item that wasmissing information,nowitis included.Please provide a quote by next week. Thank you, Grizel Martinez,E.I. GIVlartinez@SouthMiamiFL.qov Engineering &Construction Division City of South Miami 4795 SW 75 Avenue Miami,Fl 33155 305-403-2063 From:RicardoAyala Sent:Wednesday,May 28,2014 8:07 PM To:Martinez,Grizel Cc:Kelly Barket Subject:Concrete SidewalkRepair Attached please finda summary for the locations and quantities for concrete sidewalk repair at various locations citywide.Weneedafeeproposalfor the repairoftheconcretesidewalks.The quantities reflecttherepairofseveral6 inchflags that areincludedintheoverall SY quantity.Pleasevisit the sitesandgetfamiliarwith the locationsand the amount ofrootpruning that couldbe required fortherepair.Pleaseincludein the feeproposal the concrete removal,a lumpsumforrootpruningif required,and the new concrete sidewalkper the provided quantities.Pleasekeepinmind that aCurb type Disalso included within the scope.Pleaseletusknowifyouhaveany questions or comments. Thanks, Ricardo A.Ayala,P.E. CONSTRUCTION MANAGEMENT GROUP Item 522 1 SML Exclusion Conditions Description Sidewalk 4"Various Location,Include Demo and Short Loads 1.Any Work notSpecifyintheScope ofWork 2.Handling and/or Removal ofContaminate Material if any 3.Maintenance ofTraffic 4.Excavation,Backfill,Compactionand Harmonization 5.Utility Relocation,Location and Protection 6.Sidewalk Base and Curb Pad 7.Survey Layout 8.Material Testing andSampling 9.Concrete Color 10.Night Work 1.Thecontractoragreestocompleteall ofthe above-mentionedworkwithinthetimespecified, weatherpermitting. 2.Thecontractorwillnotbeheldresponsiblefor loss oftimeduetoweatherconditionsoranyother reasons beyond the contractor's control. 3.Thecontractorwillperformthejobaspercity, stateand governmental regulations. 4.Any repairstodamagescausedbyother contractorswillbedoneatarate of $35perhourper worker. 5.If theownerisdissatisfiedwithany of the completed work he/she shall inform thecontractor in writing within 48hrs. 6.Contractor will submit a statement of insurance coverage and will remain in effect forduration of 30 Allmaterialsandworkmanshipwillbeasperspecification.Prime contractor shallallowadequatetimeforallworkscheduledbytheprime contractor tobe completedbyBSquareconstructionManagementGroup,LLC if thereisaset timethatBSquareConstructionManagementGroup,LLCmustceaseall workper FDOT/COUNTY/CITY/MUNICIPALITY requirements.Fivebusiness days'noticeis required for scheduling ofwork.Thisquoteshall be part ofthe subcontract.NObondisincludedinquote.RespectfullysubmittedBSquare Construction Management Group,LLC.Gabriel Martinez..Note:This proposal maybewithdrawnbyusifnotacceptedwithin30days. Estimatedoesnotincludeanyprovisiontocontract. Estimate Date Estimate # 6/7/2014 110 Name /Address CITY OF SOUTH MIAMI Project /Contract Number Sidewalk Various Locations Qty U/M Price Each Total LS 28,496.69 28,496.69 0.00 0.00 ACCEPTANCE OF PROPOSAL -Theaboveprices,specificationsand conditionsaresatisfactoryandareherebyaccepted.You areauthorizes todothe work as specified.Payment willbe made as outlined. Date of Acceptance: PrintName: Tittle: Signature:_ Willbeapleasureto work withyouandkeepanexcellentbusinessrelation Page 1 Total (MSTIUJCTION MANAGEMENT GROUP Item Description days. 7.Any changesfromtheoriginalestimatemaybe subjecttoadditionalfees,ifnecessary. 8.If projectis completed priortopreviously specifieddate,theremainingbalanceshallbepaid at that time. 9.Finalrelease of lienwillbe provided uponfull payment. 10.Customer/Contractor agreestopayallcostsand expenses incurred collecting any amounts dueunder thisagreement,including reasonable attorney's fees andallincurredcostsandassociated expenses. 11.Acharge of $25.00 willbeaddedtoallchecks returned for insufficient funds. 12.Any balancedue under this agreement and/or invoice will incur interest attherate of 1.5%per month. 13.Please include the invoice number onyour check 14.Please make check payabletoB SQUARE CONSTRUCTION MANAGEMENT GROUP THIS IS ONLY AN APPROXIMATION,FINAL MEASUREMENTS AND COUNTS TO BE DETERMINED ON FIELD UPON COMPLETION OF JOB.NO QUANTITIES CAN BE REDUCING FROM THE ESTIMATE. All materialsand workmanship willbeasper specification.Primecontractor shallallowadequatetimeforallworkscheduledbytheprimecontractortobe completedbyBSquareconstructionManagementGroup,LLC ifthereisaset timethatBSquareConstructionManagementGroup,LLCmustceaseall workper FDOT/COUNTY/CITY/MUNICIPALITY requirements.Five business days'noticeisrequiredforscheduling ofwork.Thisquoteshallbepart of the subcontract.NObondisincludedin quote.Respectfully submittedBSquare Construction Management Group,LLC.Gabriel Martinez..Note:This proposal maybewithdrawnbyus if notacceptedwithin30days. Estimatedoesnotincludeanyprovisiontocontract. Name /Address CITY OF SOUTH MIAMI Estimate Date Estimate # 6/7/2014 110 Project /Contract Number Sidewalk Various Locations Qty U/M Price Each Total ACCEPTANCE OF PROPOSAL -Theaboveprices,specificationsand conditionsaresatisfactoryandareherebyaccepted.You areauthorizes todothe work as specified.Payment willbemadeas outlined. Date of Acceptance: PrintName: Tittle: Signature: Willbeapleasureto work withyouandkeepanexcellentbusinessrelation Page 2 Total $28,496.69 CONTRACT Citywide Sidewalk Repair THIS CONTRACT was made and entered into on this _0 day of/rU^US"*20 N ,by and between Atfl<fty>/£./.Xo£_-hereafter referred to as "Contractor",and the City of South Miami,hereafter referred to as "Owner","tftrougn its City Manager,hereafter referred to as "City". WITNESETH: That,theContractor,forthe consideration hereinafter fully setout,herebyagreeswiththeOwneras follows: 1.TheContractor shall furnish all labor,materials,equipment,machinery,tools,apparatus,transportation and any other items necessary to perform allof the work shownonand described in the Contract Documents andshall doeverything required bythis Contract andthe other Contract Documents hereinafter referred to asthe Work. 2.TheContract Documents shall include thisContract,General Conditions totheContract,if any,the drawings, plans,specifications andproject manual,if any,anysupplementaryor special conditions,other documents referringtothis contract andsignedbytheparties,thesolicitationdocuments("hereinafterreferredtoas "Bid Documents")andanydocumentsto which thosedocumentsreferwhichareusedbytheOwneraswellasany attachments or exhibits that are madea part ofanyof the documents described herein. 3.The Contractor shall commencethe Work to beperformedunderthis Contract onadatetobe specified ina NoticetoProceedand shall complete all Work hereunder withinthelengthoftimesetforthinthe Contract Documents. 4.TheOwnerherebyagreesto.paytothe Contractor forthe faithful performanceofthisContract,subjectto additionsanddeductionsasprovidedintheContractDocumentsandanyproperlyapproved,written change orders,in lawful money ofthe United States,the amount of:(sPeii Dollar Amount here)fyffa^i +~hou5aiJLPlv-e- huA<\r*A'£i5l>t4y TUjo Dollars ($I5f$&..OOSp),Lump Sum ("Contract Price"). 5.The expenses of'performing Work after regular working hours,and on Sunday and legal holidays shall be included inthe Contract Price.However,nothingcontainedherein shall authorizeworkondaysandduring hours that are otherwise prohibitedbyordinanceunless specifically authorized or instructedinwritingbythe City. 6.Ifthe Work isexpectedtorequiremorethanonemonth,the Owner shall makemonthlypartialpaymentsto the Contractor onthebasisofadulycertifiedandapprovedscheduleofvaluesforthe Work performedduring eachcalendarmonthbythe Contractor,lesstheretainage (all asprovidedforinthe Contract Documents), whichistobewithheldby the Owner untilcompletionand acceptance ofthe complete project inaccordance withthis Contract andthe other Contract Documentsanduntilsuch Work hasbeenacceptedbytheCity. 7.Uponsubmissionby the Contractor ofevidencesatisfactorytotheCity that alllabor,material,and other costs incurredby the Contractor in connection withthe construction ofthe Work havebeenpaidin full,andafter compliancewith the terms forpaymentprovidedforinthe Contract Documents,final paymenton account of this Contract shallbemadewithinsixty(60)calendardaysafter the completion by the Contractor ofall Work covered bythis Contract and the acceptance ofsuch Work by the City. 8.Intheevent that the Contractor shall fail tocompletethe Work withinthetimelimitstipulatedinthe Contract Documents,or the extended timelimitagreedupon,inaccordancewiththe procedure asmore particularly set forthintheContract Documents,liquidated damages shall be paid attherateof V^PO dollarsperday,plus anymoniespaidbythe Owner totheConsultant,ifany,foradditionalengineeringandinspectionservices,if any,associated withsuchdelay. 9.Itis further mutuallyagreedbetweentheparties hereto thatifaPaymentand/orPerformanceBond ("Bond")is requiredand if,atanytime after theexecutionofthis Contract and the Bondforits faithful performanceand payment,theCityshalldeemtheSurety or Suretiesuponsuchbond(s)tobe unsatisfactory,or if,forany reasonsuchbondceasestobeadequatetocovertheperformanceofthe Work or paymentto subcontractors and suppliers,the Contractor shall,atitsexpense within five (5)business days afterthereceiptofnoticefrom theCitysotodo,furnish an additional bondorbondsinsuchformandamountandwithsuchSuretyor Suretiesas shall besatisfactorytotheCity.Insuchevent,nofurtherpaymenttothe Contractor shall be deemedtobedueunderthis Contract untilsuchnewor additional securityforthe faithful performanceofthe Work isfurnishedin the mannerandintheformsatisfactorytotheCity. 10.Noadditional Work or extrasshallbedoneunlessthesameisdulyauthorizedinwriting,andinadvanceofthe work,by appropriate actionby the Cityandin accordance with the Contract Documents. 11 .The datethatthiscontractwas"madeandenteredinto"isthedatethatthelastparty signs this contract. Installation of Wi-Fi Antennas Page I of 30 ©ThomasF.Pepe2014. 4/17/14 IN WITNESS WHEREOF,the parties hereto have executed dris Contract on the dayanddate set forth next to their name below and may be signed inoneormore counterparts,eaxzhjof which shall,withoutproofor accounting for the other counterpart,be deemed anoriginal Contract. Signature:m ia Menendez City Clerk Readand Approved as to Form,Language, Legalityand Execution thereof: ^S^ZJ. City Attorney ©Thomas F.Pepe2014. 4/17/14 CONTR4CI Signature Name: Mctsts&Lo £00, /C/cf r-ic naUZaJe.Tide:J?r4faifte*£p- Steven Alexander City Manager Page2 of 30 GENERAL CONDITIONS CitywideSidewalkRepair ARTICLE I -DEFINITIONS Whenever used in these General Conditions or in the other Contract Documents,the following terms shall have the meaning indicated.These definitions shall always apply when the section ofthe Contract specifically refers to this Article forthe purpose of interpreting awordor group ofwords in that section ofthe Contract Document. However,when the section ofthe Contract,where the word tobe defined is used,does not specifically refers to this Article to define thewordor group of words,the definitions contained in this Article shall not apply unless the word or group of words,in thecontextofitor their use in the Contract Document in question,is/are ambiguous and open for interpretation.In addition,these definitions shall also not apply to interpret termsina specific provision ofa Contract Document ifthatspecificprovisioncontainsadefinitionoftheseterms: Addenda:Written or graphic documents issued prior tothe Bid Opening which modify or interpret the Contract Documents,Drawings and Specifications,by addition,deletions,clarifications or correction. Application for Payment:A form approved bythe CONSULTANT,if any,ortheCity Manager which istobe usedbythe CONTRACTOR in requesting progress payments. BidTheofferor proposal ofthe Bidder submitted onthe prescribed form setting forth the prices and other terms forthe Work to be performed. Bidder:Any person,firm or corporation submitting a response totheOwner's solicitation for proposals or bids for Work Bid Documents:The solicitation for bids or proposals and all documents thatmakeupthe solicitation including the instructions,form of documents and affidavits. Bonds:Bid bond,performance and payment bonds and other instruments of security,furnished bythe CONTRACTOR anditssuretyinaccordancewiththeContractDocumentsandinaccordancewiththelawsofthe State of Florida. Change Order:AwrittenordertotheCONTRACTOR signed bytheCity Manager authorizing an addition, deletionorrevisioninthe Work,oranadjustmentintheContractPriceor the Contract Timeissuedafterexecutionof the Contract Work Order Proposals:Written proposals from theCONTRACTORinresponsetoordersorrequestfor work based onthescopeofwork provided bytheCitytotheCONTRACTOR.The proposal includes line item pricing, wheretherearemultiple locations,andthetimeframeforcompletingthe work CITY:TheCity Manager for the CityofSouth Miami,6130 SunsetDrive,South Miami,FL 33143,unlessthe context whereinthewordisusedshouldmore appropriately meantheCityofSouth Miami. ConstructionObserver:Anauthorizedrepresentativeofthe CONSULTANT,ifany,orotherwisea representativeoftheCity assigned toobservethe Work performedand materials furnished bythe CONTRACTOR. The CONTRACTOR shall benotifiedinwritingoftheidentityofthisrepresentative. Contract Documents:The Contract Documents shall include the Contract between the Owner and the Contractor,other documents listed in the Contract and modifications issued after execution of the Contract as well as allBid Documents including but not limited to the solicitationforBid,CONTRACTOR'S Bid,the Bonds,Insurance endorsements,Insurance Certificatesandpolicies,theNoticeofAward,theNotice to Proceed,theGeneralConditions, Special Conditions,if any,any Supplementary Conditions,the Technical Specifications,Drawings,including any incorporated specifications,addenda tothe drawings issued priortoexecutionofthe Contract,Change Orders, ConstructionChangeDirectivesandanywrittenorderforaminor change inthe Work andwritten modifications to any of the Contract Documents. Contract Price:Thetotalmoneys payable tothe CONTRACTOR pursuanttothetermsoftheContract Documents. ContractTime:Thenumberof calendar days statedintheContractforthecompletionofthe Work Contracting Officer The individual whoisauthorizedto sign thecontractdocumentsonbehalfofthe OWNER. CONTRACTOR:Theperson,firmorcorporationwithwhomthe OWNER hasexecutedthe Contract CONSULTANT:Thepersonidentifiedasthe CONSULTANT inthe Supplementary Conditionsor,ifnone, thenCITY'S designated representativeas identified inthe Supplementary Conditions. Day:Aperiodoftwenty-fourhoursmeasuredfromthe beginning ofthedayat 12:01 a.m.andit shall be presumedtobea calendar dayunless specifically designated asa business day. Days:Thenumberoftwenty-four (24)hour periods following theeventtowhichtheword "days"refers commencingat 12:01 a.m.atthestartofthenext day.Therefore,incomputinganyperiodoftime prescribed or allowed bytheContract Documents,thedayofthe act,eventor default from which the designated period oftime begins to run shall notbe included.The last day ofthe period so computed shall be included unless itisa Saturday, Page3 of 30 ©ThomasF.Pepe2014. 4/17/14 Sundayor legal holiday,inwhicheventtheperiod shall rununtiltheendofthe next businessdaythatisnota Saturday, Sunday or legalholiday. Defective Work Work that isunsatisfactory,faulty,or deficientin that itdoes not conform to the Contract Documents,or does not meet the requirements of anyapplicable inspection,reference standard,test,orapproval referred to in the Contract Documents,orhasbeendamagedprior to the CONSULTANT'S recommendation of final payment (unlessresponsibilityfor the protection thereof hasbeendelegated to the Owner);substitutions thatarenot properly approved and authorized,anydeficiencyin the Work,materialsand equipment;materialsand equipment furnished under the Contract that are not goodqualityand new unless otherwise required or permitted by the Contract Documents. Drawings:The drawingswhich show the characterand scope of the Work to be performed andwhichhave beenpreparedorapprovedby the CONSULTANT,orifnone,thenbyan architect orengineerhiredby the Cityand are referred to in the Contract Documents. Field Order:A written order issuedby the CONSULTANT which clarifies or interprets the Contract Documents in accordance with Paragraph 9.3 or orders minor changesin the Work inaccordance with paragraph 10.2. Modification:(a)A written amendment of the Contract Documents signedby both parties,(b)aChange Order signedbybothparties,(c)a written clarification or interpretation ifissuedby the CONSULTANT inaccordance with paragraph 9.3or(d)a written order forminorchangeoralterationinthe Work issuedbythe CONSULTANT pursuant to Paragraph 10.2.Amodificationmayonlybeissuedafter execution ofthe Contract,it must beinwriting andsignedbythepartyagainst whom the modificationissought to beenforced. NoticeofAward:The written noticebyCITY to theapparentsuccessfulBidderstatingthatuponcompliance with the conditions precedent to be fulfilled byitwithinthetimespecified,CITYwill execute anddelivertheContract to him. Noticeto Proceed:Awrittennotice given byCITYto CONTRACTOR (withcopyto CONSULTANT)fixing thedateonwhichtheContractTime shall commencetorunandonwhich CONTRACTOR shall starttoperformits obligations under the Contract Documents. Person:An individual or legal entity. Project*Theentire construction operationbeingperformedasdelineatedinthe Contract Documents. Policy:The term "policy"asusedin the Contract Documents shall mean the insurancebinder,ifitisissued,the declaration page ofthepolicyandthebodyofthe policy,including all endorsements. RFP:Request forProposal. Shop Drawings:All drawings,diagrams,illustrations,brochures,schedules andother data which are prepared bytheCONTRACTOR,a Subcontractor,manufacturer,supplier,or distributor,and which illustrate the equipment, material orsomeportionofthe work andasrequiredbytheContractDocuments. Samples:Physical examples which illustrate materials,equipment or workmanship and establish standards by whichthe Work willbejudged. Specifications:Those portions oftheContractDocuments consisting ofwritten technical descriptions of materials,equipment,constructionsystems,standards and workmanship as applied tothe Work Subcontractor An individual,firm or corporation having adirectcontractwithCONTRACTORorwith any other Subcontractorfortheperformanceofapartofthe Work attheconstructionsite. Substantial Completion:Thedate,as certified bytheCONSULTANT,whentheconstructionofthe Project or acertifiedpart thereof is sufficiently completed,in accordance withtheContractDocuments,sothatthe Project,ora substantial part,canbe utilized forthe purposes forwhichitwasintendedwithout restriction or limitation toany degree,other thanfor the repairofminor"punchlist"items;orif there benosuch certification,thedatewhen final paymentisduein accordance with paragraph 14.9.However,innoevent shall theprojectorportionthereof,be deemedtobe substantially completeduntila certificate of occupancy or certificate ofuseis lawfully issuedbythe applicable governmental agency.Acertificateof Substantial Completion,issuedbythe CONSULTANT,shall be null and voidifitisbasedon false,misleading or inaccurate information,fromanysource,orwhenitwouldnothavebeenissue butfor the considerationof Work thatis thereafter foundtobedefective to adegreegreaterthanthatwhichwould normally to beconsideredby the City to beminor"punchlist"work SupplierAnypersonor organization whosuppliesmaterialsorequipmentfor the Work including the fabrication ofanitem,butwhodoesnotperformlaboratthesiteofthe Work Surety:The individual orentitywhoisanobligoronaBondandwhoisboundwiththe CONTRACTOR for the full and faithful performanceof the Contractandforthepayment of all labor,servicesand materials usedonthe project Work Anyand all obligations,dutiesand responsibilities necessaryforthesuccessfulperformanceand completion of the Contract Notice:The term "Notice"as used herein shall mean and include all written notices,demands,instructions, claims,approvals and disapprovals requiredtoobtain compliance withContractrequirements.Written notice shall be deemed to havebeen duly servedifdeliveredinpersontothe individual or to amemberofthe firm ortoanofficerof Page4 of 30 ©ThomasF.Pepe2014. 4/17/14 the corporation for whom it is intended,orto an authorized representative of such individual,firm,or corporation,or if delivered ator sent by registered mail to the last known business address.Unless otherwise stated in writing,any notice toor demand uponthe OWNER underthisContract shall be delivered totheCity Manager andthe CONSULTANT. ARTICLE 2-PRELIMINARY MATTERS Award: 2.1 The CITY reserves the right torejectany and all Bids,atitssole discretion.Bids shall be awarded by the CITY tothe lowest responsive and responsible Bidder.No Notice of Award shall be given until the CITY has concluded its investigation,asitdeems necessary,to establish,tothe satisfaction ofthe CITY,which Bidder is the most responsive and responsible of ail the Bidders to complete theWork within the time prescribed and in accordance with theContract Documents.The CITY reserves the right torejectthe Bid of any Bidder who is not believed to be,in the sole discretion and satisfaction ofthe City,tobe sufficiently responsible,qualified and financial able to perform thework In analyzing a Bid,the CITY may also takeinto consideration alternate andunitprices,if requested bythe Bid forms.Ifthe Contract isawarded,the CITY shall issuetheNoticeof Award and give the successful Bidder a Contract for execution within ninety (90)day after opening of Bids. Execution of Contract: 2.2 Atleastfour counterparts ofthe Contract,the Performance and Payment Bond,the Certificates of Insurance, the Binder of Insurance if issued,the Insurance Declaration Page ifnot included in the Policy of Insurance,the Policy of Insurance required by the Contract Documents,the written notice of designated supervisor or superintendent as provided in Section 6.1 ofthe General Conditions and such other Documents as required by theContract Documents shall be executed and delivered by CONTRACTOR tothe CITY within ten (10)calendar days of receipt ofthe Notice of Award.A Contract Document that requires the signature ofa party may be executed in counterparts separately by each ofthe parties and,in such event,each counterpart separately executed shall,without proof or accounting forthe other counterpart bedeemedan original Contract Document Forfeiture of Bid Security/Performance and Payment Bond,ifanyare required bythe applicable RFP: 2.3Withinten (10)calendardaysofbeing notified oftheAward,CONTRACTOR shall furnish aPerformance Bond anda Payment Bond containing all the provisions ofthe Performance Bond and Payment Bond attached. 2.3.1 Each Bond shall beinthe amount ofone hundred percent (100%)oftheContract Price guaranteeing to OWNER the completionandperformanceofthe Work covered insuch Contract aswellas full paymentof all suppliers,material man,laborers,orSubcontractor employed pursuanttothisProject Each BondshallbewithaSuretycompanywhose qualifications meettherequirementsofSections 2.3.4,2.3.5,and 2.3.6. 2.3.2 Each Bond shall continuein effect for five yearafter final completion and acceptance oftheWorkwith the liability equaltoonehundredpercent (100%)ofthe Contract Sum. 2.3.3PursuanttotherequirementsofSection 255.05(1),Florida Statutes,CONTRACTORshallensurethat the Bond(s)referencedabove shall berecordedinthe public recordsof Miami-Dade Countyand provideCITYwith evidence ofsuchrecording. 2.3.4 Each Bondmustbeexecutedbyasuretycompanyauthorizedtodo business intheStateof Florida as asurety,having a resident agentintheStateofFloridaand having beeninbusinesswitharecordof successful continuousoperationforaleast five (5)years. 2.3.5 Thesurety company shall hold acurrent certificate of authority as acceptable suretyon federal bonds inaccordancewiththeUnitedStatesDepartmentofTreasuryCircular570,current revisions. 2.3.6 The CITY shall onlybe required toacceptasuretybondfroma company witha rating A.VII or better. 2.3.7 Failure ofthe successful Bidder to execute and deliver the Contract,and deliver the required bonds and Insurance documents shall be cause for the CITY to annul the Notice of Award and declare the Bidandany security therefore forfeited. Contractor's Pre-Start Representation: 2.4 CONTRACTOR representsthatithas familiarized itself with,and assumes full responsibility for having familiarized itself withthenatureandextentoftheContract Documents,Work locality,andwith all local conditions and federal,stateand local laws,ordinance,rules and regulations that may in any manner affect performance ofthe Work andrepresentsthatit has correlateditsstudyand observations withthe requirementsoftheContract Documents.CONTRACTOR alsorepresentsthatithasstudied all surveys and investigations,reports ofsubsurfaceandlatent physical conditionsreferredtointhe specifications andmade such additional surveysand investigations asitdeemsnecessaryfortheperformanceofthe Work reflectedin Page5of 30 ©Thomas F.Pepe 2014. 4/17/14 the Contract Documents and that hehas correlated the results of allsuchdata with the requirements of the Contract Documents. Commencement of Contract Time: 2.5 The Contract Time shall commence to run on the date stated in the Notice to Proceed. Starting the Project 2.6 CONTRACTOR shall starttoperformits obligations undertheContractDocumentsonthedatetheContract Time commences to run.No Work shall bedoneatthesite(asdefinedinArticle I),priortothedateon which the Contract Time commences torun,except withthe written consent of theCITY. Before Starting Construction: 2.7Before undertaking eachpartofthe Work CONTRACTOR shall carefully studyandcomparetheContract Documentsandcheckandverifypertinent figures shownthereonand all applicable field measurements and conditions.It shall atoncereportinwritingtoCONSULTANTany conflict,error,or discrepancy whichitmay discover.Neither the OWNER northe CONSULTANT shall be liable foranyharm,damageorlosssuffered by CONTRACTOR asaresultofits failure todiscoverany conflict,error,or discrepancy inthe Drawings or Specifications nor shall the CONTRACTOR beentitletoanycompensationforanyharm,damage orloss sufferedbythe CONTRACTOR duetoanyconflict,error,ordiscrepancyinthe Contract Documents. Schedule of Completion: 2.8Within Five (5)businessdaysafter delivery oftheNoticetoProceedbyCITYto CONTRACTOR, CONTRACTOR shall submit to CONSULTANT forapproval,an estimated construction schedule indicating the startingandcompletiondatesofthevariousstagesofthe Work anda preliminary schedule of Shop Drawingsubmissions.The CONSULTANT shall approvethisscheduleorrequirerevisions thereto within seven(7)calendardaysofitssubmittal.Ifthereis more thanone CONTRACTOR involvedintheProject,the responsibilityforcoordinating the Work of all CONTRACTORS shallbeprovidedin the SpecialConditions. 2.9Withinfive(5)businessdaysafterdeliveryofthe executed Contract byCITYto CONTRACTOR,butbefore starting the Work at the site,a pre-construction conference shallbeheld to review the aboveschedules,to establishproceduresfor handling Shop Drawings and other submissions,andforprocessingApplicationsfor Payment,and to establisha working understanding between the partiesas to the Project Presentat the conference willbe the CITY'S representative,CONSULTANT,Resident Project Representatives, CONTRACTOR andits Superintendent. Qualifications of Subcontractors.Material menand Suppliers: 2.10 Within five(5)businessdaysafterbidopening,the apparent lowest responsiveandresponsibleBidder shall submit to the CITY and the CONSULTANT for acceptance alist of the namesof Subcontractors andsuch other personsandorganizations(including those who are to furnish principal items of materials or equipment) proposed for those portions of the Work as to which the identityof Subcontractors and other personsand organizations must be submitted asspecifiedinthe Contract Documents.Within thirty(30)calendardaysafter receivingthelist,the CONSULTANT willnotifythe CONTRACTOR inwritingifeither the CITYorthe CONSULTANT hasreasonableobjectiontoanySubcontractor,person,ororganizationonsuchlistThe failure of the CITY or the CONSULTANT to make objection to any Subcontractor,person,or organizationon the listwithin thirty (30)calendardaysofthereceipt shall constitute anacceptance of suchSubcontractor, personororganization.Acceptance ofanysuchSubcontractor,personororganization shall not constitute a waiverofanyright of the CITYorthe CONSULTANT torejectdefective Work materialorequipment,or any Work material or equipment notinconformancewiththe requirements of the Contract Documents. 2.11 If,prior to the Notice ofAward,theCITYorthe CONSULTANT hasreasonableobjection to any Subcontractor,person or organizationlisted,theapparentlowBiddermay,priorto Notice of Award,submit an acceptable substitute without anincreaseinitsbidprice. 2.12 Theapparentsilence of theContractDocumentsastoany detail,ortheapparentomissionfromthemofa detailed description concerning any Work tobedoneand materials tobe furnished,shall be regarded as meaning thatonlybest practices areto prevail andonly materials and workmanship ofthebest quality aretobe usedin the performance of the Work ARTICLE 3-CORRELATION,INTERPRETATION AND INTENT OF CONTRACT DOCUMENTS 3.1 Itistheintentofthe Specifications and Drawings todescribeacompleteProjecttobeconstructedin accordancewith the Contract Documents.The ContractDocuments comprise the entire Contract between the OWNER andthe CONTRACTOR.Theymaybealteredonlybya modification asdefinedinArticle I. Page 6 of 30 ©Thomas F.Pepe 2014. 4/17/14 3.2 The Contract Documents are complementary;what is called for by one is as binding as if called for by all the documents.If CONTRACTOR finds a conflict,error or discrepancy in the Contract Documents,it shall, before proceeding with theWork affected thereby,immediately call ittothe CONSULTANT'S attention in writing.The various Contract Documents are complementary;in case of conflict,error or discrepancy,the more stringent interpretation and requirement that shall provide the maximum benefit totheOwner shall apply 3.3 The words "furnish"and "furnish and install","install",and "provide"or words with similar meaning shall be interpreted,unless otherwise specifically stated,to mean "furnish and install complete in place and ready for service". 3.4 Miscellaneous items and accessories which are not specifically mentioned,but which are essential to produce a complete and properly operating installation,or usable structure,providing the indicated functions,shall be furnished and installed without change inthe Contract Price.Such miscellaneous items and accessories shall be ofthe same quality standards,including material,style,finish,strength,class,weight and other applicable characteristics,as specified for the major component of which the miscellaneous item or accessory is an essential part,and shall be approved bythe CONSULTANT before installation.The above requirement is not intended to include major components not covered by or inferable from the Drawings and Specifications. 3.5 The Workof all trades under this Contract shall be coordinated bythe CONTRACTOR in such a manner as obtain the best workmanship possible for the entire Project,and all components oftheWork shall be installed orerectedin accordance withthebest practices ofthe particular trade. 3.6 The CONTRACTOR shall be responsible for making the construction of habitable structures under this Contract rain proof,and for making equipment and utility installations properly perform the specified function. If the CONTRACTOR is prevented from complying with this provision due tothe Drawings or Specifications, the CONTRACTOR shall immediately notify the CONSULTANT in writing of such limitations before proceeding withconstructionintheareawheretheproblemexists. 3.7 Manufacturer's literature,whenreferenced,shall bedatedandnumberedandisintendedto establish the minimum requirements acceptable.Whenever reference is given tocodes,or standard specifications orother data published by regulating agencies or accepted organizations,including butnot limited to National Electrical Code,applicable State Building Code,Florida Building Code,Federal Specifications,ASTM Specifications, various institute specifications,and the like,itshallbe understood that such reference is to the latest edition includingaddendain effect on the date of the Bid. 3.8 Brand names where used in the technical specifications,are intended to denote the standard or quality required forthe particular material orproductTheterm "equal"or "equivalent",whenusedin connection with brand names,shall be interpreted to mean a material or product thatis similar and equal intype,quality,size,capacity, composition,finish,color and other applicable characteristics tothe material or product specified by trade name,and thatis suitable forthe same use capable of performing the same function,inthe opinion ofthe CONSULTANT,as the material or product so specified.Proposed equivalent items mustbe approved by CONSULTANT before they are purchased or incorporated in the Work (When a brand name,catalog number,model number,orother identification,is used withoutthe phrase "or equal",the CONTRACTOR shall usethe brand,makeandmodel specified). 3.9 Throughout thisagreementthe male pronoun maybe substituted for female andneuterandvice versa and the singular words substituted for plural and plural words substituted for singular wherever applicable. 3.10 All technical interpretations shall bemadebythe CONSULTANT assetforthinSection9.3below. 3.11 The CONTRACTOR shall advised the CONSULTANT,prior to performing any work involving a conflict inthe Contract Documents and the CONSULTANT shall make the final decisionas to which of the documents shall take precedence.In theeventthatthereisa conflict between or among the Contract Documents,only the latestversion shall applyand the latestversionoftheContractDocuments.The CONSULTANT shall usethe following listofContractDocumentsasa guide.Thesedocumentsaresetforthbelowintheorderoftheir precedence sothat all the documents listed above a given document should have precedence over all the documents listed below it (a)Amendments andChangeOrders (b)Addenda to Contract (c)Contract with all Exhibits thereto <<0 Supplementary Conditions (e)Special Conditions (9 General Conditions (g)Written orfigureddimensions (h)Scaled dimensions ©Drawingsofalargerscale 0)Drawings of asmallerscale ©Thomas F.Pepe 2014. 4/17/14 Page7of30 (k)Drawings and Specifications are tobe considered complementary to each other ARTICLE 4-AVAILABILITY OFLANDS SUBSURFACE CONDITIONS REFERENCE POINTS Availability of Lands: 4.1 TheOWNER shall furnish,as indicated intheContract Documents,the lands upon which the Work istobe done,rights-of-way for access thereto,and such other lands which are designed for the use of the CONTRACTOR.Easements for permanent structures or permanent changes in existing facilities will be obtained and paid for by the OWNER,unless otherwise specified in the Contract Documents.Other access to such lands or rights-of-way for the CONTRACTOR'S convenience shall bethe responsibility of the CONTRACTOR. The CONTRACTOR shall provide for all additional lands and access thereto that may be required for temporary construction facilities or storage of material andequipment 4.2 The CITY will,upon request,furnish tothe Bidders,copies of all available boundary surveys and subsurface tests at no cost Subsurface Conditions: 4.3 The CONTRACTOR acknowledges thathe has investigated prior to bidding and satisfied himself as tothe conditions affecting the Work including butnot limited tothose bearing upon transportation,disposal,handling and storage of materials,availability of labor,water,electric power,roads and uncertainties of weather,river stages,tides,water tables or similar physical conditions atthe site,the conformation and conditions ofthe ground,the character of equipment and facilities needed preliminary to and during prosecution ofthe Work TheCONTRACTOR further acknowledges thathe has satisfied himself astothe chararter,quality and quantity of surfaceand subsurface materials or obstacles to be encountered insofarasthis information isreasonably ascertainable from an inspection ofthe site,including all exploratory work done bytheOWNER/ CONSULTANT onthesiteor any contiguous site,as well as from information presented bythe Drawings and Specifications made part of this Contract,or any other information made available toit prior to receipt of bids. Any failure bythe CONTRACTOR to acquaint itself with the available information shall not relieve it from responsibility for estimating properly the difficulty orcostof successfully performing Work The OWNER assumes no responsibility for any conclusions or interpretations made bythe CONTRACTOR onthe basis of the informationmade available by the OWNER/CONSULTANT. DifferingSite Conditions: 4.4The CONTRACTOR shall withinfortyeight (48)hoursofits discovery,andbeforesuch conditions are disturbed,notify the CITYinwriting,oft 4.4.1 Subsurface orlatent physical conditions atthesite differing materially from those indicated inthe Contract Documents,and 4.4.2 Unknown physical conditions atthe site,ofan unusual nature,differing materially from those ordinarily encountered and generally inherent in Work ofthe character provided forinthisContractTheCITY shall promptly investigate the conditions,and ifit finds that such conditions do materially differ tothe extent as to causeanincrease or decreasein the CONTRACTOR'S cost of,or the time requiredfor, performance of any part oftheWork under this Contract,an equitable adjustment shall be made and the Contract modifiedinwritingaccordingly. 4.5 No claim of the CONTRACTOR under thisclauseshallbe allowed unless the CONTRACTOR hasgiven the notice required in4.4 above;provided,however,thetime prescribed therefore may beextendedbythe CITY, butonlyifdoneinwriting signed bytheCity Manager ortheCONSULTANT. ARTICLE 5-INSURANCE 5.0The Contractor shall purchase insurance from and shall maintain the insurance witha company or companies lawfully authorized todo business in the State of Florida as will protect the Contractor from claims as set forth below which may arise outoforresult from the Contractor's operations undertheContractandfor which the Contractor maybe legally liable,whether such operations bebythe Contractor orbya Subcontractor orby anyone directly or indirectly employed by any ofthem,orby anyone forwhose acts any ofthemmaybe liable: 5.0.1 claims under workers'compensation,disability benefit and other similar employee benefit acts which are applicable to the Work tobeperformed; 5.0.2 claims for damages because of bodily injury,occupational sickness or disease,or death ofthe Contractor's employees; 5.0.3 claims for damages because of bodily injury,sickness or disease,ordeathofanypersonother than the Contractor's employees; 5.0.4claimsfordamagesinsuredby usual personalinjury liability coverage; Page8 of 30 ©Thomas F.Pepe2014. 4/17/14 5.0.5 claims for damages,other than to the Work itself,because of injury toor destruction of tangible property,including lossofuseresultingtherefrom; 5.0.6 claims for damages because of bodily injury,death ofa person or property damage arising out of ownership,maintenance or use of a motor vehicle; 5.0.7 claims for bodily injury or property damage arising outof completed operations;and 5.0.8 claims involving contractual liability insurance applicable tothe Contractor's obligations under the Contract Contractor's Liability Insurance: 5.1 CONTRACTOR shall provide and maintain in force and effect until all theWorktobe performed under this Contract has been completed and accepted by OWNER (or for such duration as is otherwise specified hereinafter),the insurance coverage writtenon Florida approved forms andasset forth below: 5.1.1 Worker's Compensation insurance atthe statutory amount asto all employees in compliance withthe "Workers'Compensation Law"ofthe State of Florida and all applicable federal laws.In addition,the policy(ies)must include:Employers'Liability atthestatutory coverage amountTheCONTRACTOR shall furtherinsurethat all ofitsSubcontractors maintain appropriate levels of Worker's Compensation Insurance. 5.1.2 Comprehensive General Liability insurance with broad form endorsement,ona Florida approved form including automobile liability,completed operations and products liability,contractual liability,severability of interestwithcross liability provision,and personal injury andproperty damage liability withlimitsof $1,000,000 combinedsinglelimitperoccurrenceand $2,000,000 aggregate,including: •Personal Injury:$1,000,000; •Medical Insurance:$5,000perperson; •Property Damage:$500,000 each occurrence; •Automobile Liability:$1,000,000 each accident/occurrence. Excess/Umbrella:$1,000,000 perclaim 5.1.2.1 UmbrellaCommercialComprehensiveGeneral Liability insurance shall bewrittenona Florida approvedformwiththesamecoverageasthe primary insurance policybutintheamountof $1,000,000 per claimand$2,000,000AnnualAggregate.Coveragemustbeaffordedonaformno more restrictivethanthe latesteditionoftheComprehensive General Liability policy,withoutrestrictiveendorsements,as filed bythe Insurance Services Office,and must include: (a)Premisesand Operation (b)Independent Contractors (c)Products and/or Completed OperationsHazard (d)Explosion,CollapseandUnderground Hazard Coverage (e)BroadFormPropertyDamage (f)BroadFormContractualCoverage applicable tothisspecificContract,including anyhold harmless and/or indemnification agreement (g)PersonalInjuryCoveragewithEmployeeandContractualExclusionsremoved,withminimum limitsofcoverageequal to thoserequiredforBodily Injury LabilityandProperty Damage Liability. 5.1.3 Business Automobile Liability withminimumlimitsofOne Million Dollars ($1,000,000.00)plus an additional One Million Dollar ($1,000,000.00)umbrella peroccurrencecombined single limitfor Bodily Injury Liability andPropertyDamage Liability.Umbrellacoverage must beaffordedonaformno more restrictive thanthelatesteditionof the Business Automobile Liability policy,without restrictive endorsements,as filed by with the state of Florida,and must include: (a)Owned Vehicles. (b)Hiredand Non-Owned Vehicles (c)Employers'Non-Ownership 5.2Beforestartingthe Work the CONTRACTOR shall deliver to the CITYand CONSULTANT certificatesof suchinsurance,acceptable to the CITY,aswellastheinsurancebinder,thedeclarationpageand all applicable endorsements andpolicies of insuranceandprovidethename,addressandtelephonenumberoftheinsurance agentor broker through whom thepolicywasobtained.Theinsurer shall beratedA.VIIor better perA.M. Best'sKeyRatingGuide,latest editionand authorized to issue insurancein the State of Florida.Allinsurance must remainin full forceandeffectforthedurationof the contract periodwiththe Owner.Allinsurance policies mustbewrittenonformsapprovedbytheStateof Florida andtheymust remain in full forceandeffect forthe duration ofthecontract period withtheOwner.TheCONTRACTORmust provide notonlya "certifiedcopy"oftheBinderbutalsothe Policy,asdefinedinArticle I aboveaswellasthename,addressand Page9of 30 ©ThomasF.Pepe2014. 4/17/14 phone number ofthe agent and agency procuring the insurance.In addition,the CONTRACTOR shall deliver, atthetimeof delivery ofthe insurance certificate,an endorsement tothe policy naming theOwner as an additional namedinsuredandanendorsementthatrequirestheinsurertoprovidethe OWNER withnotice,as set forth below,of modification,lapse,termination or cancellation (including cancellation for non-payment of premium)ofthe policy 10 days prior to effective date ofthe modification,lapse,termination or cancellation, including cancellation for non-payment of premium.The notification shall bein writing and served by certified mail,withproofof deliver,onthe OWNER.It shall bethe responsibility ofthe CONTRACTOR as well asthe insurer tonotifytheOwnerof modification,termination or cancellation,lapse or modification ofany insurance coverage or policies insuring the CONTRACTOR,which relate tothe activities of such CONTRACTOR and theCityofSouth Miami.Therefore,theCONTRACTOR shall deliver,atthetimeof delivery ofthe insurance policy,the following endorsements unlessthe policy contains substantially similar provisions: (a)"TheCityofSouth Miami isan additional insured.Theinsurer shall pay all sumsthattheCityofSouth Miami becomes legally obligated topayas damages becauseof 'bodily injury",'property damage*,or "personaland advertising injury"anditwillprovide to the Owner all ofthecoveragethatis typically providedunderthe standard Florida approvedformsfor commercial general liability coverageAand coverage B"; (b)"This policy shall notbe cancelled (including cancellation fornon-paymentof premium),materially modified or terminated,without first giving theCityofSouth Miami ten (10)daysadvancedwrittennoticeof the intent to cancel or terminate thepolicyforanyreason." 5.3 SUBCONTRACTS:The CONTRACTOR agreesthatifanypartofthe Work underthe Contract issublet,the subcontractshallcontain the sameinsuranceprovisionas set forthinsection 5.1 and5.2aboveandsubstituting the word SUBCONTRACTOR for the word CONTRACTOR and substituting the work CONTRACTOR for CITY or OWNER where applicable. Fireand Extended Coverage Insurance(Builders'Risk): 5.4 In the event that this contract involves the construction of a structure,the CONTRACTOR shall maintain, with anInsurance Company orInsuranceCompaniesacceptable to the CITY,Fire,Extended Coverageand Vandalism&MaliciousMischiefInsuranceonbuildingsand structures,whilein the course of construction, includingfoundations,additions,attachments andall permanent fixturesbelonging to and constituting apart of saidbuildings or structures.The policyorpoliciesshallalso cover machinery,if the cost of machineryis includedin the Contract,or if the machineryislocatedinabuildingthatisbeing renovated byreasonofthis contract The amount of insurance must atall times beatleastequal to the actualcashvalue of the insured property.The policyshallbein the name of the OWNER and the CONTRACTOR,as their interest may appear,andshallalso cover the interests of all Subcontractors performing Work 5.5 The CONTRACTOR shallprovide the CITYwith evidence satisfactory to the CITY certifyingthatthe foregoinginsuranceisinforce;andsuch evidence shallincludeprovisions that the insuranceshall not be canceled or materiallychangeduntilatleast 10 calendardaysprior written notice hasbeengivenby the insurer to the OWNER bycertifiedmail. Miscellaneous: 5.6Ifanynotice of cancellation of insuranceorchangeincoverageisissuedby the insurancecompanyorshould anyinsurancehavean expiration date that will occur during the period of this contract,the CONTRACTOR shallbe responsible forsecuring other acceptableinsuranceprior to suchcancellation,change,orexpirationso as to provide continuous coverageasspecifiedinthissectionandsoas to maintaincoverageduring the lifeof this Contract 5.7Alldeductibles must bedeclaredby the CONTRACTOR and must beapprovedbytheCITY.At the optionof the CITY,either the CONTRACTOR shall eliminate or reduce such deductible or the CONTRACTOR shall procure aBond,inaformsatisfactory to the CITYcovering the same. 5.8The policies shall containwaiverof subrogation against Owner where applicable,shall expresslyprovidethat suchpolicyorpoliciesareprimaryoverany other collectableinsurancethat Owner mayhave.TheCity reserves the rightatany time to request a copy of the required policiesforreview.Allpoliciesshallcontaina "severability of interest"or"cross liability"clause without obligationforpremiumpayment of the OWNER. ARTICLE 6-CONTRACTOR'S RESPONSIBILITIES Supervisionand Superintendence: 6.1 The CONTRACTOR shall superviseanddirectthe Work It shall besolelyresponsiblefor the means, methods,techniques,sequencesandproceduresofconstruction.The CONTRACTOR shall employand maintain a qualified supervisororsuperintendent (hereinafter referredtoas"Supervisor"atthe Work sitewho shall bedesignatedinwritingbythe CONTRACTOR,beforethe CONTRACTOR commences the Work and withinthetimerequiredbythe Contract,asthe CONTRACTOR'S representativeat the site.The Supervisor Page 10 of 30 ©Thomas F.Pepe2014. 4/17/14 or so designated shall have full authority to act on behalf of the CONTRACTOR and all communications given to the Supervisor shall be as binding as if given to the CONTRACTOR.The Supervisors)shall be present at each site at all times as required to perform adequate supervision and coordination of the Work (Copies of written communications given to the Supervisor shall be mailed to the CONTRACTOR'S home office). 6.1.1 The CONTRACTOR shall keep one record copy of all Specifications,Drawings,Addenda, Modifications and Shop Drawings at the site at all times and in good order and annotated to show all changes made during the construction process.These shall be available tothe CONSULTANT and any CITY Representative at all reasonable times.A set of "As-Built"drawings,as well as the original Specifications,Drawings,Addenda,Modifications and Shop Drawings with annotations,shall be made available to the City at all times and it shall be delivered to the CITY upon completion ofthe Project Labor.Materials and Equipment: 6.2 The CONTRACTOR shall provide competent,suitably qualified personnel to lay out the Work and perform construction as required by the Contract Documents.It shall at all times maintain good discipline and order at the site. 6.3 The CONTRACTOR shall furnish all materials,equipment,labor,transportation,construction equipment and machinery,tools,appliances,fuel,power,light,heat,local telephone,water and sanitary facilities and all other facilities and incidentals necessary for the execution,testing,initial operation and completion ofthe Work. 6.4 All materials and equipment shall be new,except as otherwise provided in the Contract Documents.When special makes or grades of material which are normally packaged by the supplier or manufacturer are specified or approved,such materials shall be delivered tothe site in their original packages or containers with seals unbroken and labels intact. 6.5 All materials and equipment shall be applied,installed,connected,erected,used,cleaned and conditioned in accordance with the instructions of the applicable manufacturer,fabricator,or processors,except as otherwise provided in the Contract Documents. Materials.EquipmentProductsandSubstitutions: 6.6 Materials,equipment and products incorporated in the Work must be approved for use before being purchased by the CONTRACTOR.The CONTRACTOR shall submit to the CONSULTANT a list of proposed materials,equipment or products,together with such samples as may be necessary for them to determine their acceptability and obtain their approval,within ninety (90)calendar days after award of Contract unless otherwise stipulated in the Special Conditions.No request for payment for "or equal"equipment will be approved until thislisthasbeen received and approved bythe CONSULTANT. 6.6.1 Whenever a material,article or piece of equipment is identified on the Drawings or Specifications by referencetobrandnameor catalog number,it shall beunderstoodthatthisisreferencedforthe purpose of defining the performance or other salient requirements and that other products of equal capacities,quality and function shall be considered.The CONTRACTOR may recommend the substitution ofa material,article,or piece of equipment of equal substance and function for those referred to in the Contract Documents by reference to brand name or catalog number,and if,in the opinion ofthe CONSULTANT,such material,article,or piece of equipment isof equal substance and function to that specified,the CONSULTANT may approve its substitution and use by the CONTRACTOR.Incidental changes or extra component parts required to accommodate the substitute will be made bythe CONTRACTOR without a change inthe Contract Price orthe Contract Time. 6.6.2 No substitute shall be ordered or installed without the written approval ofthe CONSULTANT who shall bethejudge of quality. 6.6.3 Delay caused by obtaining approvals for substitute materials shall notbe considered justifiable grounds for an extension of construction time. 6.6.4 Should any Workor materials,equipment or products not conform to requirements of the Drawings and Specifications orbecome damaged during the progress ofthe Work such Workor materials shall be removed and replaced,together with any Work disarranged by such alterations,at any time before completion and acceptance ofthe Project All such Work shall bedoneatthe expense ofthe CONTRACTOR. 6.6.5 No materials or supplies for theWork shall be purchased bythe CONTRACTOR or any Subcontractor subject to any chattel mortgage or under a conditional sale or other agreement by which an interest is retained bythe Seller.The CONTRACTOR warrants thatthey have good titleto a/f material andsuppliesusedby them inthe Work Concerning Subcontractors: Page 11 of30 ©ThomasF.Pepe 2014. 4/17/14 67 The CONTRACTOR shall not employ any Subcontrartor,against whom the CITY or the CONSULTANT may have reasonable objection,nor will the CONTRACTOR be required to employ any Subcontractor who has been accepted by the CITY and the CONSULTANT,unless the CONSULTANT determines that there is good cause for doing so. 68The CONTRACTOR shall be fully responsible for all acts and omissions of its Subcontractors and of persons and organizations directly or indirectly employed by it and of persons and organizations for whose acts any of them may be liable to the same extent that they are responsible for the acts and omissions of persons directly employed by them.Nothing in the Contract Documents shall create any contractual relationship between OWNER or CONSULTANT and any Subcontrartor or other person or organization having a direct contract with CONTRACTOR,nor shall it create any obligation onthe part of OWNER or CONSULTANT to pay or to see to payment of any persons due subcontrartor or other person or organization,except as may otherwise be required by law.CITY or CONSULTANT may furnish to any Subcontrartor or other person or organization,to the extent practicable,evidence of amounts paid to the CONTRACTOR on account of specified Work done in accordance with the schedule values. 6.9 The divisions and sections of the Specifications and the identifications of any Drawings shall not control the CONTRACTOR in dividing the Work among Subcontractors or delineating the Work performed by any specifictrade. 6.10 The CONTRACTOR agrees to bind specifically every Subcontractor to the applicable terms and conditions of the Contract Documents for the benefit of the OWNER. 6.11 All Work performed for the CONTRACTOR by a Subcontrartor shall be pursuant to an appropriate agreement between the CONTRACTOR and the Subcontrartor. 6.12 The CONTRACTOR shall be responsible for the coordination ofthe trades,Subcontractors material and men engaged upontheir Work 6.12.1 The CONTRACTOR shall cause appropriate provisions tobe inserted in all subcontracts relative tothe Work tobind Subcontractors tothe CONTRACTOR bythetermsofthese General ConditionsandotherContractDocuments insofar as applicable tothe Work of Subcontractors, and give the CONTRACTOR the same power as regards to terminating any subcontract that the OWNER may exercise over the CONTRACTOR under any provisions ofthe Contract Documents. 6.12.2 TheCITYorCONSULTANT will not undertake tosettleany differences betweenthe CONTRACTOR and their Subcontractors or between Subcontractors. 6.12.3 If in the opinion of the CONSULTANT,any Subcontrartor onthe Project proves to be incompetent or otherwise unsatisfactory,they shall be promptly replaced by the CONTRACTOR ifandwhendirectedbythe CONSULTANT in writing. 6.12A Discrimination:No action shall be taken bythe any subcontrartor with regard tothe fulfilment ofthe terms of the subcontract,including the hiring and retention of employees for the performance ofWork that would discriminate against any person onthe basis of race,color,creed,religion,national origin,sex,age,sexual orientation,familial status or disability.This paragraph shall be made a part ofthe subcontractor's contract with the Contractor. PatentFeesandRoyalties: 6.13 The CONTRACTOR shall pay all license fees and royalties and assume all costs incident tothe use of any invention,design,process or device which is the subject of patent rights or copyrights held by others.He shall indemnify and hold harmless the OWNER and the CONSULTANT and anyone directly or indirectly employed by either of them from against all claims,damages,losses and expenses (including attorney's fees)arising out of any infringement of such rights during or after the completion oftheWork and shall defend all such claims in connectionwithany alleged infringement ofsuch rights. 6.14 The CONTRACTOR shall be responsible for determining the application of patent rights and royalties materials,appliances,articles or systems prior to bidding.However,he shall not be responsible for such determination on systems which donot involve purchase bythemof materials,appliances and articles. Permits: 6.15 The CONTRACTOR shall secure and pay for all construction permits and licenses and s\\a\\pay for all governmental charges and inspection fees necessary for the prosecution ofthe Work which are applicable at thetimeof his Bid.When such charges are normally made bythe CITY and whensostated in the Special Conditions,there will beno charges totheCONTRACTOR.TheCITY shall assist theCONTRACTOR,when necessary,in obtaining suchpermitsand licenses.The CONTRACTOR shall also pay all public utility charges. Electrical Powerand Lighting: ^_Page 12 of 30 ©ThomasF.Pepe 2014. 4/17/14 6.16 Electrical power required during construction shall be provided by each prime CONTRACTOR as required by it.This service shall be installed bya qualified electrical Contractor approved bythe CONSULTANT.Lighting shall be provided bythe CONTRACTOR in all spaces at all times where necessary for good and proper workmanship,for inspection or for safety.No temporary power shall be used off temporary lighting lines without specificapprovalof the CONTRACTOR. LawsandRegulations: 6.17 The CONTRACTOR shall comply with all notices,laws,ordinances,rules and regulations applicable tothe Work IftheCONTRACTORobservesthatthe Specifications or Drawings areat variance therewith,it shall givetheCONSULTANTpromptwrittennoticethereof,andany necessary changes shall be adjusted byan appropriate modification.Ifthe CONTRACTOR performsany Work knowingittobecontrarytosuch laws, ordinances,rulesand regulations,andwithoutsuchnoticetotheCONSULTANT,it shall bear all costs arising there from;however,it shall notbeits primary responsibility tomake certain thatthe Drawings and Specifications areinaccordancewithsuch laws,ordinances,rulesand regulations. Discrimination: 6.17A Noaction shall betakenbytheContrartorwith regard tothe fulfilment ofthetermsofthe Contract,including the hiring andretentionofemployeesfortheperformanceof Work thatwould discriminate against anyperson on the basis of race,color,creed,religion,national origin,sex,age,sexualorientation,familial statusor disability. Taxes: 6.18 Cost of allapplicablesales,consumer use,and other taxes forwhich the CONTRACTOR isliable under the Contract shallbeincludedin the Contract Pricestatedby the CONTRACTOR. SafetyandProtection: 6.19 The CONTRACTOR shallberesponsiblefor initiating,maintaining andsupervising all safetyprecautionsand programs in connection with the Work They shall take all necessary precautions for the safety of,andshall provide the necessary protection to prevent damage,injury or lossto: 6.19.1 All employees and other persons,who maybe affected thereby, 6.19.2 All the Work andallmaterialsor equipment to be incorporated therein,whether instorageonoroff the site,and 6.19.3 Other property at the siteoradjacent thereto,including trees,shrubs,lawns,walks,pavements, roadways,structures andutilities not designatedforremoval,relocationor replacement in the course of construction. 6.20 The CONTRACTOR shalldesignatearesponsible member of their organizationat the site whose duty shall be the prevention of accidents.Thisperson shall bethe CONTRACTOR'S Superintendentunless otherwise designatedin writing by the CONTRACTOR to the CITY. Emergencies: 6.21 In emergencies affecting the safety of persons or the Work or property at the siteoradjacent thereto,the CONTRACTOR,without special instruction or authorization from the CONSULTANT or CITY,isobligated to act,athis discretion,to prevent threatened damage,injury or loss.Heshallgive the CONSULTANT prompt written notice of anysignificantchangesin the Work or deviationsfrom the Contract Documents caused thereby.If the CONTRACTOR believesthatadditional Work done byhiminan emergency which arose fromcauses beyond his control entitles him to anincreasein the Contract Priceoran extension of the Contract Time,hemay make aclaim therefore asprovidedin Articles 11 and 12. ShopDrawingsandSamples: 6.22 After checkingandverifyingallfield measurements,the CONTRACTOR shall submit to the CONSULTANT for review,in accordance with the accepted schedule of shop drawing submissions,six(6)copies (orat the CONSULTANT option,one reproducible copy)of allShopDrawings,whichshallhavebeen checked byand stampedwith the approval of the CONTRACTOR.The ShopDrawings shall benumberedandidentifiedas the CONSULTANT mayrequire.ThedatashownontheShopDrawings shall be complete with respect to dimensions,design criteria,materials of construction and the like to enable the CONSULTANT to review the information without any unnecessary investigation. 6.23The CONTRACTOR shall alsosubmittothe CONSULTANT forreview,withsuchpromptnessastocauseno delayin Work allsamplesrequiredby the Contract Documents. Page 13 of 30 ©Thomas F.Pepe 2014. 4/17/14 All samples shall havebeencheckedby and stamped withthe approval oftheCONTRACTOR,identified clearly asto material,manufacturer,anypertinent catalog numbersandtheuseforwhich intended. 6.24 At the time of eachsubmission,the CONTRACTOR shall notifythe CONSULTANT,in writing,ofany deviations between theShop Drawings orsamplesandtherequirements of theContractDocuments. 6.25The CONSULTANT shall reviewwith responsible promptnessShop Drawings and Samples,buthisreview shall beonlyforconformancewiththe design conceptoftheProjectandforcompliancewiththe information given inthe Contract Documents.Thereviewofaseparateitemassuchwill not indicatereviewoftheassemblyin which the items functions.The CONTRACTOR shall makeany corrections requiredby the CONSULTANT and shall return the required number of corrected copiesofShopDrawingsandresubmit new samplesuntilthe review issatisfactory to the CONSULTANT.The CONTRACTOR shallnotify the CONSULTANT,inwriting, of anypriorShopDrawingorrevisionstoShopDrawings that areinconflictwitheachsubmissionorre submission.The CONTRACTOR'S stampofapprovalonanyShopDrawingsorsample shall constitute representation to the CITY and the CONSULTANT that the CONTRACTOR has either determined and/or verifiedallquantities,dimension,field construction criteria,materials,catalog numbers andsimilardataor they assumefull responsibility fordoingso,and that they have reviewed or coordinated eachShopDrawingor sample with the requirements of the Work and the Contract Documents. 6.26No Work requiringasubmittal of aShopDrawingorsample shall be commenced untilthesubmissionhasbeen reviewed and approved inwritingby the CONSULTANT.A copy of eachShopDrawingandeachapproved sample shall be kept ingoodorder,ina book orbinder,inchronological order or insuch other order required by the CONSULTANT inwriting,bythe CONTRACTOR at the siteandshallbe available to the CONSULTANT. 6.27The CONSULTANTS review of Shop Drawings orsamples shall notrelievethe CONTRACTOR fromhis responsibilityforanydeviationsfrom the requirements of the Contract Documents unlessthe CONTRACTOR hasinformed the CONSULTANT,inwriting,to eachdeviationat the timeofsubmissionand the CONSULTANT hasgivenwritten approval tothe specific deviation,nor shall anyreviewbythe CONSULTANT relievethe CONTRACTOR from responsibility forerrorsoromissionsintheShop Drawings or samples. 6.271 The CONTRACTOR shall be liable to theOWNERforany additional costor delay thatis caused byits failure tonotifythe CONSULTANT ofanyofsaiddeviationsorconflicts between Shop Drawings or due to errorsin the ShopDrawingsorsamples. CleaningUp: 6.28TheCONTRACTOR shall clean up behind the Work asmuchasis reasonably possible astheWork progresses.Uponcompletionofthe Work andbefore acceptance of final paymentforthe Project bythe OWNER,the CONTRACTOR shall remove all his surplus and discarded materials,excavated material and rubbish aswellas all other material and equipment thatdoesnotformapartofthe Work fromthe property, roadways,sidewalks,parking areas,lawnand all adjacentproperty.Inaddition,the CONTRACTOR shall clean hisportionof Work involved inany building underthisContract,sothatnofurther cleaning bytheOWNERis necessarypriortoitsoccupancyandhe shall restore allproperty,bothpublicand private,whichhasbeen disturbedordamagedduringtheprosecutionofthe Work soastoleavethewhole Work and Work Siteina neat and presentable condition. 6.29Ifthe CONTRACTOR doesnot clean the Work site,theCITYmay clean the Work Siteofthe materials referred to in paragraph 6.28andchargethecosttothe CONTRACTOR. Public Convenience andSafety: 6.30The CONTRACTOR shall,at all times,conductthe Work insuchamannerastoinsuretheleast practicable obstruction to publictravel.Theconvenienceofthe general publicandoftheresidentsalongandadjacentto theareaof Work shall beprovidedforina satisfactory manner,consistentwiththeoperationand local conditions."Street Closed"signs shall be placed immediately adjacenttothe Work inaconspicuous position, atsuchlocationsastrafficdemands.At any time that streets arerequired to beclosed,the CONTRACTOR shall notifylaw enforcement agenciesandin particular,theCity of South Miami PoliceDepartment,beforethe street isclosedand again assoonasitisopened.Access to firehydrantsand other fire extinguishing equipment shallbeprovidedandmaintainedatalltimes. Sanitary Provisions: 6.31 The CONTRACTOR shall provideon-siteoffice,andnecessary toilet facilities,secludedfrom public observation,foruse of all personnelonthe Work Site,whether or not inhisemploy.They shall bekeptina cleanandsanitaryconditionand shall complywiththerequirementsand regulations ofthe Public Authorities Page 14 of 30 ©Thomas F.Pepe 2014. 4/17/14 having jurisdiction.They shall commit no public nuisance.Temporary field office and sanitary facilities shall be removeduponcompletionofthe Work andthe premises shall beleft clean. Indemnification: 6.32 The CONTRACTOR shall indemnify and hold harmless the OWNER and the CONSULTANT,as well as their officers,agents and employees or any ofthem from and against claims,damages,losses and expenses (including but not limited to attorneys'fees)received or sustained by any person or persons during or on account ofor arising out of any operations connected with the Work but only to the extent caused in whole or in part by the negligent acts or omissions of the CONTRACTOR,a Subcontrartor,or anyone directly or indirectly employed by them or anyone for whose acts they are liable.This indemnification provision is cumulative with all other remedies orother indemnification provisions contained in the Contract Documents.The CONTRACTOR shall pay all claims and losses of any kind or nature whatsoever,in connection therewith, including the CITY's attorney's fees and expenses in the defense of any action in law or equity brought against theOwner arising from either the negligent,willful,wanton or intentional error,omission,oractofthe CONTRACTOR,its sub-contractor or assigns as well as all of their agents,representatives or employees, incident to,arising outofor resulting from the performance ofthe CONTRACTOR'S services under this Agreement The CONTRACTOR agrees and recognizes that the Owner shall not be held liable or responsible for any claims,including the costs and expenses of defending such claims which may result from or arise outof actions or omissions ofthe CONTRACTOR,its sub-contractor or assigns as well as all of their agents, representatives or employees.In reviewing,approving or rejecting any submissions or acts ofthe CONTRACTOR,the Owner in no way assumes or shares responsibility or liability ofthe CONTRACTOR,or its sub-contractor or assigns,or any of their agents,representatives or employees 6.33 In the event that any action or proceeding is brought against OWNER or CONSULTANT by reason of any such claim or demand,CONTRACTOR,uponwrittennotice from CITY shall defendsuch action or proceeding by counsel satisfactory to CITY.The indemnification provided above shall obligate CONTRACTOR to defend at its own expense orto provide for such defense,at CITY'S option,any and all claims of liability and all suits and actions of every name and description that may be brought against OWNER or CONSULTANT, excluding onlythose claims that allege thatthe injuries arose outofthe sole negligence of OWNER or CONSULTANT. 6.34 The obligations ofthe CONTRACTOR under paragraph 6.33 shall not extend to the liability of the CONSULTANT,its agents or employees arising outof (a)the preparation or approval of maps,drawings, opinions,reports,surveys,Change Orders,designs or specifications or (b)the giving oforthe failure to give directions or instructions bythe CONSULTANT,its agents or employees provided such artor omission is the primarycause of injuryordamage. 6.34AAllofthe forgoing indemnification provisions shall survive thetermoftheContractto which these General Conditions are a part.Indemnification shall not exceed an amount equal tothe total value of all insurance coverage required by Section 5.1 of this document Indemnification is limited to damages caused in whole or in part by any act,omission,or default ofthe Contrartor,the Contractor's subcontractors,sub-subcontractors, materialmen,or agents of any tier or their respective employees tothe extent caused bythe negligence, recklessness,or intentional wrongful misconduct ofthe indemnifying party and persons employed or utilized by the indemnifying partyintheperformanceoftheconstruction contract Responsibility forConnectionto Existing Work 6.35 It shall bethe responsibility ofthe CONTRACTOR to connect its Workto each part ofthe existing Work existing building or structure orWork previously installed as required bythe Drawings and Specifications to providea complete installation. 6.36 Excavations,grading,fill,storm drainage,paving and any other construction or installations in rights-of-ways of streets,highways,public carrier lines,utility lines,either aerial,surface or subsurface,etc.,shall bedonein accordance with requirements ofthe special conditions.The OWNER will be responsible for obtaining all permits necessary for theWork described in this paragraph 6.36.Upon completion ofthe Work CONTRACTOR shall present to CONSULTANT certificates,in triplicate,from the proper authorities,stating thatthe Work has beendonein accordance withtheir requirements. 6.36.1 The CITY will cooperate with the CONTRACTOR in obtaining action from any utilities or public authoritiesinvolvedintheaboverequirements. 6.36.2 The CONSULTANT shall be responsible for obtaining elevations of curbs and gutters,pavement, storm drainage structures,and other items which must be established bygovernmental departments as soonas grading operations are begun onthesite and,in any case,sufficiently early in the construction period topreventanyadverseeffectonthe Project. Page 15 of30 ©Thomas F.Pepe 2014. 4/17/14 Cooperation with Governmental Departments.Public Utilities.Etc.: 6.37TheCONTRACTOR shall be responsible for making all necessary arrangements with governmental departments,public utilities,public carriers,service companies and corporations (hereinafter referred to as "third parties")owning or controlling roadways,railways,water,sewer,gas,electrical conduits,telephone, and telegraph facilities such as pavements,tracks,piping,wires,cables,conduits,poles,guys,etc.,including incidental structures connected therewith,that are encountered in the Work in order that such items are properly shored,supported and protected,that their location is identified and to obtain authority from these third parties for relocation ifthe CONTRACTOR desires to relocate the item.The CONTRACTOR shall give all proper notices,shall comply with all requirements of such third parties in the performance of his Work shall permit entrance of such third parties onthe Project in order thatthey may perform their necessary work,and shall pay all charges andfeesmadebysuchthird parties fortheir work 6.37.1 The CONTRACTOR'S attention iscalled to thefactthat there maybedelaysontheProjectdueto work tobedoneby governmental departments,public utilities,andothersin repairing or moving poles,conduits,etc.TheCONTRACTOR shall cooperate withthe above parties ineveryway possible,sothatthe construction can be completed inthe least possible time. 6.37.2 The CONTRACTOR shallhavemadeitself familiar with all codes,laws,ordinances,andregulations which inany manner affectthose engaged or employed inthe Work or materials and equipment use inoruponthe Work orin any way affect the conduct ofthe Work and no plea of misunderstanding willbeconsideredonaccountof damage ordelaycausedbyhis ignorance thereof. Use Premises: 6.38 CONTRACTOR shall confineits apparatus,storageof materials,andoperationsofitsworkmentothe limits indicated by law,ordinances,permits and directions ofCONSULTANTandCITY,and shall not unnecessarily encumber anypart of thesiteoranyareasoffsite. 6.38.1 CONTRACTOR shall notoverloadorpermitanypartofanystructuretobeloadedwithsuchweight aswillendangeritssafety,nor shall itsubjectanyworktostressesorpressuresthat will endanger it. 6.38.2 CONTRACTOR shall enforcetherulesand regulation promulgatedbythe CONSULTANT and OWNER aswellas their instructionswithregard to signs,advertisements,firesandsmoking. 6.38.3 CONTRACTOR shall arrange andcooperatewithCITYinroutingand parking ofautomobilesofits employees,subcontractors andother personnel,aswellasthatofthe material delivery trucks and other vehicles that come to the Project site. 6.38.4TheCitywilldesignatespecificareasonthesiteforstorage,parking,etc.andthejobsite shall be fenced to protect the jobsiteand the general public. 6.38.5The CONTRACTOR shall furnish,install andmaintainadequate construction office facilities for all workersemployedbyitorbyits Subcontractors.Temporary offices shall be provided and located wheredirectedandapprovedbytheCONSULTANT.Allsuch facilities shall be furnished instrict accordancewithexisting governing regulations.Field offices shall includetelephone facilities. Protection of Existing Property Improvements: 6.39Anyexistingsurfaceor subsurface improvements,suchas pavements,curbs,sidewalks,pipes or utilities, footings,orstructures (including portionsthereof),treesandshrubbery,not indicated onthe Drawings or notedinthe Specifications as being removedoraltered shall beprotectedfrom damage during construction of theProjectAnysuch improvements damaged during construction ofthe Project,shall berestoredatthe expenseofthe CONTRACTOR toacondition equal tothat existing atthetimeof award ofContract ARTICLE 7-WORK BY OTHERS 7.1 TheCITYmay perform additional Work related tothe Project ormayletotherdirect contracts therefor which shall contain General Conditions similar to these.The CONTRACTOR shall afford the other contractorswhoare parties tosuchdirectcontracts(ortheOWNER,ifitis performing the additional Work itself),reasonable opportunityfortheintroductionandstorage of materials andequipmentandtheexecution of Work and shall properly connect andcoordinateits Work withtheirs. 7.2IfanypartoftheCONTRACTOR'S Work depends uponproper execution or results ofthe Work of any other contrartor orthe OWNER,the CONTRACTOR shall promptlyreport to the CONSULTANT inwriting anydefectsor deficiencies insuch Work thatrenderit unsuitable fortheCONTRACTOR'S Work 7.3The CONTRACTOR shall do all cutting,fitting and patching ofthe Work thatmaybe required tomakeits several parts cometogether properly andfitto receive orbereceivedbysuchother Work The CONTRACTOR shall notendangerany Work of othersbycutting,excavatingorotherwise altering their Work andshallonlycutoraltertheir Work with the written consent of the CONSULTANT andofthe other contrartor whose work will be affected. Page 16 of 30 ©Thomas F.Pepe2014. 4/17/14 7.4Iftheperformanceof additional Work byothercontractorsorthe OWNER isnotnotedintheContract Documents prior totheexecutionofthe Contract,writtennoticethereof shall be given tothe CONTRACTOR prior to startinganysuch additional Work.Ifthe CONTRACTOR believesthatthe performance of suchadditional Work by the OWNER or others willcause the CONTRACTOR additional expenseorentitleshimtoanextensionoftheContrartTime,hemaymakea claim thereforeas provided in Articles 11 and 12. 7.5 Where practicable,the CONTRACTOR shall build aroundthe work ofotherseparatecontractorsor shall leavechases,slotsandholesasrequiredtoreceiveandtoconcealwithinthegeneralconstruction Work the work of such other separate contractors asdirectedby them.Where suchchases,slots,etc.,are impracticable,the Work shallrequirespecificapproval of the CONSULTANT. 7.6Necessary chases,slots,andholesnotbuiltorleftbythe CONTRACTOR shall becutbythe separate contractor requiringsuch alterations afterapproval of the CONTRACTOR.The CONTRACTOR shalldoall patchingand finishing of the work of other contractors where itiscutby them andsuchpatchingand finishing shallbeat the expense of CONTRACTOR 77 Cooperation isrequiredin the useofsite facilities andin the detailed execution of the Work Each contractor shall coordinate their operation with those of the other Contractors for the best interest of the Work in order to prevent delayin the execution thereof. 7.8 Each of several contractors working on the ProjectSiteshall keep themselves informed of the progressof the work of other contractors.Shouldlack of progressor defective workmanship on the part of other contractors interfere with the CONTRACTOR'S operations,the CONTRACTOR shallnotify the CONSULTANT immediately andinwriting.Lack of such notice to the CONSULTANT shallbe construed as acceptance by the CONTRACTOR of the status of the work of other contractors asbeing satisfactory for proper coordination of CONTRACTOR'S own Work. 7.9 The cost of extra Work resultingfromlack of notice,untimely notice,failure to respond to notice,Defective Work or lack of coordination shall be the CONTRACTOR'S cost 7.10 The CITY reserves the rightin the event the CONTRACTOR cannot provideanitem(s)orservice(s)ina timely manner as requested,to obtain the goodand/orservicesfrom other sources anddeducting the cost from the Contract Price without violating the intent of the Contract. ARTICLE 8-CITY'S RESPONSIBILITIES 8.1 The CITY willissueall communications to the CONTRACTOR through the CONSULTANT. 8.2Incases of termination of employment of the CONSULTANT,the CITYwillappointa CONSULTANT whose status under the Contract Documents shall be that of the former CONSULTANT. 8.3TheCITYshall prompdy furnish the datarequired of them under the Contrart Documents. 8.4The CITY'S dutiesin respect to providinglandsand easements are set forthin Paragraphs 4.1 and4.2. 8.5 The CITYshallhave the right to takepossession of anduseany completed or partially completed portionsof the Work notwithstanding the factthatthetimeforcompleting the entire Work oranyportion thereof may not haveexpired;but suchtakingpossessionanduse shall notbe deemed anacceptanceofany Work not completed in accordance with the Contract Documents. ARTICLE 9-CONSULTANTS'STATUS DURING CONSTRUCTION City'sRepresentative: 9.1 The CONSULTANT shallbe the CITY'S representative during the construction period.The dutiesand responsibilitiesand the limitations of authority of the CONSULTANT as the CITY'Srepresentativeduring construction are set forthin Articles I through 16 of these General Conditions andshall not be extended without written consent of the CITY and the CONSULTANT. 9.1.1 The CONSULTANT'S decision,in matters relating to aesthetics,shallbe final,ifwithin the terms of the Contrart Documents. 9.1.2 Except asmaybe otherwise provided inthis contract,allclaims,counterclaims,disputes and other mattersinquestionbetweentheCITYandthe CONSULTANT arising outofor relating tothis Contrart or the breach thereof,shallbedecidedina court of competent jurisdictionwithin the State of Florida. Visits to Site: 9.2 The CONSULTANT shall provide an inspector to makeperiodicvisits to the siteateachphaseof construction to observe the progress andquality of the executed Work and to determine if the Work is proceeding in accordance with the Contract Documents.His efforts shallbe direrted toward providingassurancefor the OWNER andallapplicableregulatoryagenciesthat construction isincompliancewith the Construction Documents andapplicablelaws,rulesandregulations.On the basis of these on site-observations asan Page 17 of30 ©ThomasF.Pepe2014. 4/17/14 experienced andqualifieddesignprofessional,he shall keep the CITY informed of the progressofthe Work andshallguard the OWNER against defects anddeficienciesin the Work of CONTRACTOR. Clarificationsand Interpretations: 9.3The CONSULTANT shall issue,withreasonablepromptness,such written clarifications orinterpretationsof the Contract Documents (intheform of Drawingsor otherwise)asitmay determine necessary,which shall be consistent with,or reasonablyinferablefrom,the overall intent of the Contract Documents.Ifthe CONTRACTOR seeks an increase in the Contract Price or extension of Contrart Time based on a written clarification and/orinterpretationit shall berequiredtosubmitatimely claim asprovidedinArticles 11 and 12. Measurement of Quantities: 9.4All Work completedundertheContract shall be measured bytheCONSULTANT according tothe United States Standard Measures.All linear surface measurements shall bemade horizontally or vertically as required by the item measured. Rejecting Defective Work 9.5TheCONSULTANT shall haveauthorityto disapprove orreject Work thatis "Defective Work"as defined in Article I.It shall also have authority to require special inspection ortestingofthe Work including Work fabricated onoroff site,installed or completed as provided.In theeventthatthe CONSULTANT requires testingofcompleted Work thecostofsuch inspections and/ortesting shall be approved in writing bythe CITY.All consequential costof such inspections and testing,including butnot limited tothecostof testing and inspection,the cost of repairinganyofthe Work orthe work of others,the cost to move furnitureand equipment and/or thecostto provide alternative facilities until the repair work can be completed,shall paid by the CONTRACTOR if the Work is found to be Defective Work Shop Drawings.ChangeOrdersand Payments: 9.6 In connection with the CONSULTANT responsibility as to Shop Drawings and samples,see paragraphs 6.25 through 6.28,inclusive. 9.7 In connection withthe CONSULTANTS responsibility for Change Orderssee Articles 10,11,and 12. 9.8 In connection with the CONSULTANT responsibilities with respect tothe Application for Payment,etc.,see Article 14. DecisionsonDisagreements: 9.10 TheCONSULTANT shall bethe initial interpreteroftheConstrurtion Documents. Limitations onConsultant's Responsibilities: 9.11 The CONSULTANT will notbe responsible for the construrtion means,methods,techniques,sequences or procedures,orthesafety precautions and programs incidentthereto. 9.12 The CONSULTANT will notbe responsible for the acts or omissions ofthe CONTRACTOR,or any Subcontractors,or any of their agent,servants or employees,or any other person performing any oftheWork underorthrough them. ARTICLE 10 -CHANGES IN THE WORK 10.1 Without invalidating the Contract,theCITY may,atanytimeor from timetotime,order additions,deletions or revisions inortothe Work which shall onlybe authorized byawritten Change Orders.Uponreceiptofa Change Order,theCONTRACTOR shall proceed withthe Work involved.All such Work shall be performed underthe applicable conditions oftheContrart Documents.Ifany authorized written Change Order causes an increase or decrease intheContract Price oran extension or shortening ofthe Contract Time,an equitable adjustment will bemadeas provided in Article 11 or Article 12.Awritten Change Order signed bytheCITY andthe CONTRACTOR indicates their agreement tothetermsofthe Change Order.All Change Orders shall becertifiedbytheCONSULTANTastothe appropriateness and value ofthe change inthe Work aswell as to anychangein the time to complete the Work under the circumstances.The failure to includeatime extensioninthe Change Orderorintherequestfora change order shall resultina waiver ofanyextensionof timeduetothechangeinthe work asreflectedinthe Change Order. 10.2 TheCONSULTANTmay authorize minor changes or alterations inthe Work not involving extracost and not inconsistentwiththeoverallintentofthe Contrart Documents without theneedfora formal writtenChange Order provided the CONTRACTOR doesnotrequest additional timeor additional compensation.Thesemay be accomplished byawritten Field Order.Ifthe CONTRACTOR believes thatany change or alteration authorized by the CONSULTANT'S Field Order would entitles the CONTRACTOR to anincreaseinthe Page 18 of 30 ©Thomas F.Pepe 2014. 4/17/14 Contrart Price or extension of Contract Time,itmust submit awritten notice ofintentto demand a Change Order within twenty four (24)hoursofthe issuance ofthe Field Order and submitawritten proposal for Change Order withinfour(4)days thereafter,otherwise the CONTRACTOR shallbe deemed to havewaived such claim. 10.3 Additional Work performed bythe CONTRACTOR without authorization ofa written Change Order shall notentitleittoan increase intheContract Price oranextensionoftheContractTime,exceptinthe case of anemergencyasprovidedin paragraph 6.22and except asprovidedin paragraph 10.2. 10.4 TheCITY will execute appropriate Change Orders prepared bythe CONSULTANT covering changes in the Work tobeperformedas provided in paragraph 4.4,and Work performed inan emergency as provided in paragraph 6.22andany other claimofthe CONTRACTOR forachangeintheContractTimeortheContract Pricewhichis approved by the CONSULTANT. 10.5 ItistheCONTRACTOR'S responsibility to notify its Surety of any changes affecting the general scopeofthe Work or change intheContract Price orContractTimeandtheamountofthe applicable bonds shall be adjusted accordingly.The CONTRACTOR shall furnish proofofsuchanadjustmenttotheCITYbefore commencement oftheChangeOrder Work The Work shall bestoppeduntilthe CONTRACTOR provides suchproofofadjustmentintheBondamountandanysuchdelay shall be charged tothe CONTRACTOR. ARTICLE 11 -CHANGE OF CONTRACT PRICE I I.I TheContract Price constitutesthe total compensation payable totheCONTRACTORfor Performing the Work Allduties,responsibilities and obligations assigned toorundertakenbythe CONTRACTOR shall beat its expense without changing the Contrart Price. 11.2 TheCITY may,atanytime,withoutwrittennoticetothesureties,bywrittenorder designated or indicated to bea Change Order,makeany change inthe Work withinthe general scopeofthe Contract,including butnot limited to changes to or in: 11.2.1 Specifications (including drawings and designs); 11.2.2 Methodor manner of performance of the Work 11.2.3 CITY-furnished facilities,equipment,materials,services,orsite;or 11.2.4 Acceleration intheperformanceofthe Work 11.3 Exceptas provided inthis section,or sections referred to inthis section,no order,statement,or conduct of theCITY shall betreatedasaChangeOrderorentitlethe CONTRACTOR toan equitable adjustmentunless anduntilthe change inthe Work is specifically andexpresslyprovidedforinawrittenChangeOrder,oras otherwise providedin another section of the Contrart Documents. 11.4 Whena Change Order isissuedbytheCONSULTANTand signed bytheCITYorissuedbytheCITYin writing,the CONTRACTOR shall performthe Work evenifthe CONTRACTOR doesnotagreewiththe dollar amount of the ChangeOrder.IfanyChange Order causesanincreaseordecreaseinthe CONTRACTOR'Scostof,orthetime required for,the performance ofanypartofthe Work underthis Contract,forwhichtheCITYandthe CONTRACTOR cannotreachatimelyagreement,an equitable adjustmentbasedon the costofthe Work shall bemadeandtheContractmodified accordingly. 11.5 Ifthe CONTRACTOR intends to asserta claim foran equitable adjustmentorcontestthe equitable adjustmentmadebythe CONSULTANT,it shall,withinten (10)calendar daysafterreceiptofawritten Change Order,submittotheCITYandCONSULTANTawrittennotice including astatementsettingforththe general natureandmonetary extent ofsuch claim for equitable adjustment,timeextensionrequestedand supportingdata.Indetermining the cost oftheChangeOrder,thecosts shall belimitedto those listedin section 11.7 and 11.8. 11.6 No claim bythe CONTRACTOR foranequitableadjustmenthereunder shall beallowedifnotsubmittedin accordancewiththissectionorifassertedafter final paymentunderthis Contract 11.7 Thevalueofany Work coveredbya Change Orderorofany claim foran increase ordecreaseintheContrart Price shall be determined inone of the following ways: 11.7.1 Bynegotiatedlumpsum. 11.7.2 Onthe basis ofthe reasonable costand savings that results fromthe change inthe Work plus a mutuallyagreeduponfee to the CONTRACTOR tocoveroverheadandprofitnottoexceed (5%.If the CONTRACTOR disagreeswith the CONSULTANTS determination of reasonablecosts,the CONTRACT shall providealistof all coststogetherwithbackup documentation 11.8 Thetermcostofthe Work means thesumof all direct extracosts necessarily incurred and paid bythe CONTRACTORintheproper performance ofthe Change Order.Except asotherwisemaybe agreed toin writing byCITY,suchcosts shall beinamountsno higher thanthose prevailing in Miami-Dade County and shall includeonly the followingitems: 11.8.1 Payroll costsforemployeesinthedirectemployofCONTRACTORinthe performance ofthe Work described inthe Change Orderunder schedules ofjob classifications agreed uponbyCITY and Page 19 of 30 ©Thomas F.Pepe 2014. 4/17/14 CONTRACTOR.Payroll costs for employees not employed full time onthe Work shall be apportioned on the basis of their time spent on the Work Payroll costs shallbelimitedto:salaries andwages,plus the costs offringebenefitswhichshallincludesocialsecuritycontributions, unemployment,exciseand payroll taxes,workers'compensation,healthand retirement benefits,sick leave,vacationandholidaypayapplicable thereto.Such employees shallinclude superintendents and foremenat the site.The expenses ofperforming Work afterregularworkinghours,onSundayor legal holidaysshallbeincludedin the aboveonlyif authorized byCITYandprovideditwas not inany way,whether in whole or inpart the result of the fault of the CONTRACTOR due to negligence of the CONTRACTOR or those actingby or through himorduein whole or inpart to Defective Work of the CONTRACTOR. 11.8.2 Cost of all materialsand equipment furnishedandincorporatedin the Work including costsof transportationandstorage,andmanufacturers'field servicesrequiredinconnection therewith.The CONTRACTOR shallnotify the CITY of allcash discounts that are available andoffer the CITY the opportunity to deposit fundswiththe CONTRACTOR for the paymentforitems that offera discount Cashdiscountsshallaccrue to CONTRACTOR unless the CONTRACTOR fails to timely notify the CITYof the discountsorif the OWNER depositsfundswith CONTRACTOR withwhich to make payments inwhichcases the cash discounts shallaccrue to the OWNER.All trade discounts, rebatesandrefunds,andallreturnsfromsale of surplusmaterialsand equipment shall accrue to OWNER,and CONTRACTOR shall makeprovisionssothat they maybeobtained. 11.8.3 Paymentsmadeby CONTRACTOR totheSubcontrartorsfor Work performedbySubcontrartors.If requiredbyCITY,CONTRACTOR shall obtain competitive bidsfrom Subcontrartors acceptableto him and shall deliver such bids to CITY who will then determine,with the advice of the CONSULTANT,whichBidswillbeaccepted.Nosubcontract shall beacostplus contrart unless approvedinwritingby the CITY.If aSubcontractprovidesthatthe Subcontrartor istobe paid onthe basis of Cost of Work plusafee,the cost of the Work shallbe determined in accordance thissection 11.8 and in such case the word "Subcontrartor"shall be substituted for the word "CONTRACTOR". 11.8.4 Rentalsof all construrtionequipmentand machinery,except handtools,andtheparts thereof whether rentedfrom CONTRACTOR orothersin accordance withrentalagreementsapprovedby CITYwiththeadviceof CONSULTANT,andthecostsoftransportation,loading,unloading, installation,dismantling andremoval thereof -all inaccordancewith terms ofsaidrentalagreements. Therentalofanysuchequipment,machineryorparts shall ceasewhentheuse thereof isnolonger necessary for the Work 11.8.5 Sales,useor similar taxes related tothe Work andforwhich CONTRACTOR is liable,imposed by any governmental authority. 11.8.6 Payments andfeesforpermitsand licenses.Costsforpermitsand licenses mustbeshownasa separate item. 11.8.7 Thecostof utilities,fuel and sanitary facilities atthesite. 11.8.8 Minorexpensessuchas telegrams,long distance telephone calls,telephoneserviceatthesite, expressage andsimilar petty cash items in connection with the Work 11.8.9 Cost ofpremiumsfor additional Bondsand insurance requiredsolelybecauseof changes inthe Work not to exceed two percent (2%)of theincreasein the Cost of the Work 11.9 Theterm Cost ofthe Work shall NOT includeanyofthe following: 11.9.1 Payroll costsand other compensationof CONTRACTOR'S officers,executives,principals (of partnershipandsoleproprietorships),generalmanagers,engineers,architects,estimators,lawyers, agents,expediters,timekeepers,clerksand other personnel employed by CONTRACTOR whether at the site or inits principal or abranchofficeforgeneraladministration of the Work and not specifically includedin the schedule referred to in Subparagraph 11.5. 11.9.2 Expenses of CONTRACTOR'S principal andbranchoffices other thanitsofficeatthesite. 11.9.3 Anypartof CONTRACTOR'S capital expenses,including intereston CONTRACTOR'S capital employed for the Work andchargesagainst CONTRACTOR for delinquent payments. 11.9.4 Cost of premiumsfor all bondsandfor all insurancepolicies whether or not CONTRACTOR is required by the Contrart Documents to purchaseandmaintain the same (except as otherwise providedinSubparagraph 11.8.9). 11.9.5 Costs due to the negligence of CONTRACTOR,anySubcontractor,oranyonedirectlyorindirectly employed byany of them or for whose actsany of them maybe liable,including but not limitedto,the correction of defective work disposal of materials or equipment wronglysuppliedandmakinggood anydamage to property. 11.9.6 Other overhead orgeneral expense costsofanykindandthecostsofanyitemnot specifically and expressly includedinParagraph 11.8. Page 20 of 30 ©Thomas F.Pepe 2014. 4/17/14 11.10 The CONTRACTOR'S fee which shall be allowed to CONTRACTOR for its overhead and profit shall be determined as follows: 11.10.1 A mutually acceptable firm fixed price;orifnonecanbe agreed upon. 11.10.2 A mutually acceptable fixed percentage (nottoexceed 15%). 11.11 The amount ofcredittobe allowed by CONTRACTOR toOWNER for any such change which results in anet decrease in cost willbe the amount of the actual net decrease in costs calculatedin the same manner as provided in 11.8.Whenboth additions and credits are involved in any one change,thenet shall be computed to include overhead and profit,identified separately,forboth additions and credit,provided however,the CONTRACTOR shall notbeentitledto claim lost profits foranyWork not performed. ARTICLE 12 -TIMEFOR COMPLETION,LIQUIDATED DAMAGES AND CHANGE OFTHE CONTRACT TIME 12.1 Timeisofthe essence tothis contrart and the date of beginning and thetimefor completion oftheWork are essential conditions oftheContract Therefore,the Work shall be commenced onthedate specified inthe Noticeto Proceed andcompletedwithinthetime specified forcompletionofthe work 12.2 The CONTRACTOR shall proceed with theWorkat such rate of progress to ensure full completion within theContrartTime.Itisexpresslyunderstoodand agreed,byandbetweentheCONTRACTORandthe OWNER,thatthe Contrart Time for the completion oftheWork described herein is a reasonable time,taking into consideration the average climatic and economic conditions and other factors prevailing inthe locality of the Work Noextensionoftime shall begranteddueconditionsthattheContractorknewoforshouldhave knownofbefore bidding onthe project ordueto inclement weather,exceptas provided in section 12.7. 12.3 If the CONTRACTOR shall fail to complete theWork within the Contract Time,or extension of time granted bythe CITY,thenthe CONTRACTOR shall pay totheOWNERthe amount of liquidated damages as specified in the Contract Documents for each calendar day afterthe scheduled date for completion as adjusted by written Change Orders that extended thecompletiondate. 12.3.1 These amounts are not penalties but are liquidated damages incurred bytheOWNER for its inability to obtain full useoftheProject Liquidated damages arehereby fixed and agreed upon betweenthe parties,recognizing the impossibility of precisely ascertaining theamountof damages that will be sustained asa consequence of such delay,and both parties desiring to obviate any question or dispute concerning the amount of saiddamagesand the cost and effect of the failure of CONTRACTOR to completetheContractontime.The above-stated liquidated damages shall apply separately to each phaseoftheProjectforwhichatimeforcompletionisgiven. 12.3.2 CITYisauthorizedtodeductthe liquidated damages frommoniesdueto CONTRACTOR forthe Work under this Contrart. 12.4 TheContrartTimemayonlybe changed byawritten Change Order.Any claim foran extension in the CONTRACT TIME shall be based on written notice delivered tothe CITY and CONSULTANT within five (5) business days ofthe occurrence oftheevent giving risetothe claim and stating the general nature ofthe claim including supportingdata.All claims foradjustmentintheContrartTime shall be evaluated andrecommended bythe CONSULTANT,with final approval bythe CITY'S representative.Any change intheContrartTime resulting fromanysuch claim shall be incorporated inawritten Change Order. 12.5 All time limits stated in the Contrart Documents are of the essence of the Contract 12.6 No claim for delay shall be allowed because of failure to furnish Drawings before the expiration of fourteen (14)calendar days after demand has been made in writing tothe CONSULTANT for such Drawings. Furthermore,there shall beno monetary compensation for such delay and the CONTRACTOR'S sole remedy shall beanextensionoftimefortheperiodof delay. 12.7 Extensions tothe Contract Time for delays caused bythe effects of inclement weather shall notbe granted unless theweatherwas unusual for South Florida and could not have been anticipated,the abnormal weatheris documented byrecordsfromthe national weather serviceand the abnormal weather is documented tohave had a substantial affected on the construrtion schedule. 12.8 No Damages for Delay:The CONTRACTOR agrees that he shall not have any claim for damages due to delay unless the delay exceeds 6 months,whether individually or cumulatively,and thenthe damages shall be limited to increased costof materials thatwere unanticipated and that would not have been incurred butforthe delay. Otherthanassetforthabove,theonlyremedyforany delay shall be limited toanextensionoftimeas provided forin Section 12.4 which shall bethesole and exclusive remedy for such resulting delay.Other than as set forth above,CONTRACTOR shall notbe entitled to an increase in the Contrart Price or payment or compensation of any kind from OWNER for direct,indirect,consequential,impart orother costs,expenses or damages,including butnot limited to,costs of acceleration or inefficiency,overhead orlost profits,arising because of delay,disruption,interference or hindrance from any cause whatsoever,whether such delay, disruption,interferenceor hindrance be reasonable or unreasonable,foreseeable or unforeseeable,or avoidable or unavoidable. Page 21 of 30 ©Thomas F.Pepe 2014. 4/17/14 12.9 The CONTRACTOR waives all claims thatarenotpresentedtotheCityinwritingonorbeforethe 21st day following the date of the event uponwhich the claimisbased. ARTICLE 13 -GUARANTEE 13.1 The CONTRACTOR shall guaranteeandunconditionallywarrantthrougheitherthemanufacturerorthe CONTRACTOR directly,all materials andequipment furnished and Work performedforpatentDefective Work foraperiodofone(I)yearfromthedateof Final Acceptanceasindicatedinthe CONSULTANT Letter of Recommendation of Acceptance orfromthedatewhenthedefectwasfirstobservable,whicheverislater. Thesameguaranteeandunconditionalwarranty shall be extend forfive(5)yearsfromthedateof Final Acceptanceasindicatedinthe CONSULTANT LetterofRecommendationofAcceptanceforlatentDefective Work TheCITYwillgivenoticeofobserveddefectswithreasonablepromptness.Intheeventthatthe CONTRACTOR should fail to commence tocorrectsuchDefective Work withinten (10)calendar daysafter having received written notice of the defect,orshould the CONTRACTOR commence the corrective work but fail toprosecute the corrective work continuouslyand diligendy andinaccordancewiththeContract Documents,applicable law,rulesand regulations,theCITYmaydeclarean event ofdefault,terminatethe ContrartinwholeorinpartandcausetheDefective Work toberemovedorcorrectedandtocompletethe Work atthe CONTRACTOR'S expense,andtheCITY shall charge the CONTRACTOR thecostthereby incurred.ThePerformanceBond shall remain in full forceandeffectthroughthe guarantee period. 13.2 The specific warrantyperiodslistedintheContrartDocuments,ifdifferentfromtheperiodoftimelistedin Section 13.1,shall take precedence over Section 13.1. 13.3 CONTRACTOR shall actas agent,ona limited basis fortheOWNER,atthe CITY'S option,solelyforthe follow-up concerning warranty compliance for all items under manufarturer's Warranty/Guarantee and forthe purpose ofcompleting all formsforWarranty/Guarantee coverage underthis Contract 13.4 In caseofdefaultbythe CONTRACTOR,theCityofSouth Miami mayprocurethe articles orservicesfrom othersourcesandholdthe CONTRACTOR responsible foranyexcesscosts occasioned or incurred thereby. 13.5 TheCITYmaywithhold acceptance of,orrejectitemswhichare found upon examination,nottomeetthe specification requirements.Uponwritten notification of rejertion,items shall beremoved within five (5)business days bythe CONTRACTOR athisownexpenseand redelivered athisexpense.Rejected goodsleft longer thanthirty (30) calendar days shall be regarded as abandoned andtheCity shall have the right to dispose ofthemasitsown property andthe CONTRACTOR therebywaivesany claim tothegoodorto compensation ofany kind.Rejertion fornon conformance or failure tomeet delivery schedules mayresultintheContrart being found indefault ARTICLE 14 -PAYMENTS AND COMPLETION Payments to Contractor 14.1 TheContractor shall notbeentidedtoanymoneyforanyworkperformedbeforethe issuance ofaNoticeto Proceed ontheform described intheContrartDocumentsandthe issuance bytheCityofa "purchase order", oranyotherdocument,doesnotand shall notauthorizethecommencementofthe Work At leastten (10) calendar daysbeforeeach progress payment falls due(butnotmoreoftenthanonceamonth),the CONTRACTOR shall submittotheCONSULTANTa partial paymentestimate filled outand signed bythe CONTRACTOR coveringthe Work performed during theperiodcoveredbythe partial paymentestimateand supported bysuchdataasthe CONSULTANT mayreasonablyrequire.Allprogresspayment applications after thefirstprogresspayment shall be accompanied by partial releasesoflienexecutedby all persons,firms and corporations who havefurnishedlabor,servicesormaterialsincorporatedintothe work duringtheperiodof timeforwhich the previousprogresspaymentwasmade,releasing suchclaimsandlien rights,ifany,ofthose persons. Ifpaymentisrequestedonthebasisof materials andequipmentnotincorporatedin the Work butdelivered andsuitably stored at or nearsite,the partial payment estimate shall alsobeaccompaniedbysuchsupporting data,satisfactory to the CITY,whichestablishes the OWNER'S tide to the materialand equipment aswellas certificates of insuranceprovidingcoveragefor 100%of the value of saidmaterialand equipment coveringthe materialand equipment fromallcasualtiesaswellas theft,vandalism,fireandflood.The CONTRACTOR shall replaceatits expense any stored materials paid forwhichareeitherdamagedorstolenbefore installation.The CONSULTANT willwithin ten (10)calendardaysafterreceipt of each partial paymentestimate,either certifyinginwritingitsapproval of paymentandpresent the partial paymentestimate to the OWNER,or return the partial payment estimate to the CONTRACTOR,indicatinginwritinghisreasonsforrefusing to approve payment In the latter case,the CONTRACTOR maymake the necessary corrections and resubmit the partial paymentestimate.The OWNER,willwithinthirty(30)calendardays of presentationtoitofany Page 22 of 30 ©Thomas F.Pepe 2014. 4/17/14 approved partial payment estimate,pay theCONTRACTORa progress payment onthe basis ofthe approved partial paymentestimate.The OWNER shall retain ten (10%)percentoftheamountof each payment until Final CompletionandAcceptanceof all Work coveredbytheContractDocuments.Anyinterest earned onthe retainageshall accrue to the benefit of the OWNER. 14.2 The CONTRACTOR,beforeit shall receive final payment,shall delivertotheCITYaContractor's Final Payment Affidavit as set forthin the Florida Construction Lien Statute aswellas final releases of lien executed by all persons whohaveperformedor furnished labor,services or materials,dirertly or indirectly,which was incorporatedintothe Work Ifanypersonrefusestoprovidesuchareleaseorprovidesa conditional release, theCITY shall have the right toissueajointcheckmade payable totheCONTRACTOR and such person. Contractor's Warranty of Title 14.3 TheCONTRACTOR warrants and guarantees thattitleto all Work materials and equipment covered by an Application forPaymentwhetherthe Work material orequipmentis incorporated inthe Project ornot,shall have passed tothe OWNER priortothe making ofthe Application for Payment,freeand clear of all liens, claims,securityinterestand encumbrances (hereafter inthese General Conditions referredtoas "Liens");and thatno Work materials or equipment,coveredbyan Application for Payment,will have been acquired bythe CONTRACTOR orbyanyother person performing the Work atthesiteor furnishing materials and equipment for the Project,under orpursuant to an agreement underwhichan interest thereinor encumbrance thereon isretainedbythesellerorotherwiseimposedbythe CONTRACTOR orsuchother person. ApprovalofPayment 14.4 The CONSULTANT'S approval ofany payment requested inan Application for Payment shall constitutea representation byhim to the CITY,basedon the CONSULTANT'S onsite observations of the Work in progressasanexperienced professional andonhisreviewofthe Application forPaymentand supporting data, thatthe Work has progressed tothepoint indicated inthe Application for Payment;that,tothebest his knowledge,informationandbelief,thequalityofthe Work isinaccordancewiththeContractDocuments (subject toan evaluation ofthe Work asa functioning Project upon substantial completion as defined in Article I,tothe results ofanysubsequenttests called forintheContrart Documents andany qualifications statedin his approval);andthattheCONTRACTORis entitled to payment oftheamount approved.However,by approving,anysuchpaymenttheCONSULTANT shall nottherebybedeemedtohaverepresentedthathe made exhaustive orcontinuouson-site observations tocheckthe quality orthe quantity ofthe Work orthat hehasreviewedthemeans,methods,techniques,sequencesandproceduresofconstrurtionorthathe had madeany examination to ascertain howorforwhat purpose the CONTRACTOR has usedthemoneys paid or tobe paid tohimonaccountoftheContrart Price,orthattitletoany Work materials,or equipment has passed tothe OWNER freeandclearofany liens.14.5 The CONTRACTOR shall makethe following certificationoneach request for payment "Iherebycertifythatthelaborand materials listed onthisrequestfor payment havebeenusedinthe construction ofthis Work andthat all materials included inthisrequestfor payment andnotyet incorporated intotheconstrurtionarenowonthesiteorstoredatan approved location,and payment received from the last request for payment has been used to make payments to all his Subcontrartors and suppliers,except for theamounts listed belowbesidethe names ofthe persons who performed workor supplied materials". In theeventthattheCONTRACTOR withholds payment from a Subcontrartor or Supplier,the same amount ofmoney shall be withheld from the CONTRACTOR'S payment until the issue is resolved by written agreementbetweenthemandthenajointcheck shall bemade payable tothepersonin question andthe CONTRACTOR in accordance withthe settlement agreement,otherwise the money shall be held bythe OWNER until a judgment isenteredin favor ofthe CONTRACTOR orthe person,in which case the money shall be paid according with said judgment Nothing contained herein shall indicate an intent to benefit any thirdpersons who are not signatories to the Contract 14.6 The CONSULTANT may refuse to approve the whole or any part of any payment if,in its opinion,it is unable to make such representations totheOWNER as required this Section 14.It may also refuse to approve any payment,oritmayvoidanypriorpayment application certification becauseofsubsequendy discovered evidence orthe results of subsequent inspection orteststo such extentasmaybe necessary inits opinion to protect the OWNER from loss because: 14.6.1 of Defective Work or completed Work has been damaged requiring correction or replacement, 14.6.2 the Work forwhichpaymentisrequestedcannotbe verified, 14.6.3 claims of Liens have been filed or received,orthereis reasonable evidence indicating the probable filing or receipt thereof, 14.6.4 the Contract Pricehasbeenreducedbecauseofmodifications, Page23 of 30 ©Thomas F.Pepe 2014. 4/17/14 14.6.5 the CITYhas correct Defective Work or completed the Work inaccordancewithArticle 13. 14.6.6 ofunsatisfactoryprosecutionofthe Work including failure to clean upasrequiredby paragraphs 6.29 and 6.30, 14.6.7 ofpersistent failure tocooperatewithothercontractorsontheProjectandpersistent failure tocarry out the Work in accordance with the Contrart Documents, 14.6.8 of liquidateddamages payable bythe CONTRACTOR,or 14.6.9 ofany other violationof,or failure to complywithprovisionsofthe Contrart Documents. 14.7 Prior to Final Acceptancethe OWNER,withthe approval oftheCONSULTANT,mayuseanycompletedor substantially completed portions of the Work providedsuchusedoesnotinterferewiththe CONTRACTOR'S completionofthe Work Suchuse shall notconstituteanacceptanceofsuchportionsofthe Work. 14.8 TheCITY shall havetherighttoenterthe premises forthepurposeof doing Work notcoveredbythe Contrart Documents.Thisprovision shall notbeconstruedas relieving the CONTRACTOR ofthesole responsibilityforthecareand protection ofthe Work ortherestorationofany damaged Work except such asmaybecausedbyagentsor employees of the OWNER. 14.9 Upon completion andacceptanceof the Work the CONSULTANT shall issueaCertificateattachedtothe Final ApplicationforPaymentthatthe Work hasbeenacceptedbyitundertheconditionsofthe Contrart Documents.Theentire balance foundtobeduethe CONTRACTOR,including theretained percentages,but except suchsumsasmaybe lawfully retainedbythe OWNER,shall be paid to the CONTRACTOR within thirty(30)calendardays of completionandacceptanceofthe Work 14.10 UponTheawarded CONTRACTOR willbestrongly encouraged toregisterasan ePayables Vendorwiththe Owner.TheBankofAmerica ePayables Solutionisanautomatedcardpaymentprocessthatshiftsaccounts payable disbursementstocorporate purchasing cards.ePayables,streamlinetheprocessofmakingpaymentsto your organizationgoingforward,the Citywillprovide the CONTRACTOR witha credit card account number tokeepon file.Thiscardhasuniquesecurity features,with$0of available funds untilaninvoiceisapprovedfor payment After aninvoicehasreceivedproperand complete approval,anelectronicremittanceadvicewillbe sent via e-mail,or fax,which notifies the CONTRACTOR that the funds have been transferred in to the account linked to the card for the amount listed on the invoice and/or remittance email.Please refer to the ePayables Questions&AnswersFormcontainedinthis RFP orcontacttheOWNER'S Finance departmentat (305)663-6343withanyquestions. Acceptance of Final PaymentasRelease 14.11 TheAcceptancebythe CONTRACTOR of Final Payment shall beand shall operateasa release tothe OWNER andawaiverof all claims and all liability tothe CONTRACTOR otherthan claims previously filed and unresolved.Thewaiver shall include all thingsdoneorfurnishedinconnectionwiththe Work andforevery actandneglectofthe OWNER andothers relating toor arising out of this Work Anypayment,however,final or otherwise,shall not releasethe CONTRACTOR oritssuretiesfromany obligations underthe Contrart Documents orthePerformanceBondandPaymentBonds. 14.12 The CONSULTANT mayvoidany certification of Substantial Completionor Final Completionofthe Work as maybenecessaryinhisopinion to protect the OWNER fromlossifhedetermines,because of subsequently discovered evidence or theresults of subsequent inspectionortests,that 14.12.1 the Work isdefective,orthatthecompleted Work hasbeen damaged due to the fault of the CONTRACTOR orany individual orentityoperatingunderorthroughitrequiring correction or replacement to the extent that the project isnolongerSubstantially Completed,orin the case of Final Completion certification,isnolonger Finally Competed. 14.12.2 the Work necessary to be completed for the purposeofcertifying the work asbeing Substantially Completed or Finally Completed cannot beverified, 14.12.3 claimsorLienshavebeenfiled or received,or there isreasonable evidence indicating the probable filing orreceipt thereof that,if valid and paid,wouldreducetheamountowingtothe CONTRACTOR BY20%in the case of Substantial Completion and5%in the case of Final Completion. 14.12.5 there is Defective Work the value of which,if deducted from the contrart price would reduce the amount owing to the CONTRACTOR BY20%in the case of Substantial Completion and5%in the case of Final Completion. 14.13 If the CONSULTANT de-certifiesanyportionofthe Work thatwascertified ("Initial Certification")by the CONSULTANT,the CONTRACTOR shall repaytotheCityofSouth Miami anymoney paid asaresult of said Initial Certificationbeingissuedwhichshallbepaidonly when the decertified work isre-certified. ARTICLE 15 -SUSPENSION OF WORK AND TERMINATION 15.1 TheCITYmay,atanytimeand without cause,suspendthe Work oranyportion thereof foraperiodofnot more thanninety(90)calendardaysbynoticeinwriting to the CONTRACTOR andthe CONSULTANT, Page 24 of 30 ©Thomas F.Pepe 2014. 4/17/14 which shall fix the date on which Work shall be resumed.The CONTRACTOR shall be allowed an increase in the Contract Priceoran extension of the Contract Time,orboth,directlyattributable to anysuspensionandif aclaimis timely made andifitis allowed under the terms of Articles 11 or Article 12. CityMay Terminate 15.2 Ifthe CONTRACTOR isadjudgedbankruptorinsolvent,orifhemakesageneralassignmentforthebenefitof its creditors,orifa trustee or receiver isappointedfor the CONTRACTOR orforanyitsproperty,orifhe filesapetition to take advantage of any debtor's act,or to reorganize under bankruptcy orsimilarlaws,orifhe repeatedly fails to supplysufficientskilled workmen orsuitablematerialsor equipment,orifherepeatedly fails to make prompt payments to Subcontrartors orforlabor,materialsor equipment orhedisregardslaws, ordinances,rules,regulationsor orders of anypublicbodyhavingjurisdiction,orifhedisregardstheauthority of the CONSULTANT,orifhe otherwise violatesanyprovisionof,the Contract Documents,then the CITY may,without prejudice to any other rightor remedy andaftergiving the CONTRACTOR and the Suretyseven (7)calendardays written notice,terminate the servicesof the CONTRACTOR andtakepossessionofthe Projectand of all materials,equipment tools,construrtion equipment andmachinery thereon ownedbythe CONTRACTOR,and finish the Work by whatever method itmaydeem expedient Insuchcasethe CONTRACTOR shall not be entitled to receiveanyfurther payment until the Work isfinished.If the unpaid balance of the Contract Price exceeds the directandindirect costs of completing the Project,including compensation foradditional professional services,such excess shallbepaid to the CONTRACTOR.Ifsuch costs exceed suchunpaidbalance,the CONTRACTOR or the Surety on the PerformanceBond shall pay the difference to the OWNER.Suchcostsincurredbythe OWNER shall be determined bythe CONSULTANT and incorporated inaChange Order. Ifafterterminationofthe CONTRACTOR underthisSection,itisdeterminedbyacourtofcompetent jurisdictionforanyreasonthat the CONTRACTOR was not in default,therightsandobligationsofthe OWNER and the CONTRACTOR shall be the sameasif the termination hadbeenissuedpursuant to Section 15.5 15.3 Where the CONTRACTOR'S serviceshavebeensoterminatedbytheCITYsaidtermination shall notaffect anyrights of the OWNER against the CONTRACTOR thenexistingorwhichmaythereafteraccrue.Any retention or payment of moneys by the OWNER due the CONTRACTOR shall not release the CONTRACTOR from liability. 15.4 Uponseven(7)calendardays written notice to the CONTRACTOR andthe CONSULTANT,theCITYmay, without causeand without prejudicetoany other rightorremedy,elect to terminatetheContractforthe convenienceofthe OWNER.In suchcase,the CONTRACTOR shall be paid for all Work executed and acceptedbytheCITYasofthedateof the termination,minusanydeductionfor damage orDefective Work Nopayment shall bemadeforprofitfor Work whichhasnotbeenperformed. I5.4A TheCITYreservestherightintheeventthe CONTRACTOR cannot provide anitem(s)or service(s)ina timelymannerasrequested,toobtainthegoodand/or services from other sourcesanddeductingthecost from the Contract Price without violatingthe intent ofthe Contrart. Removal of Equipment 15.5 In thecaseofterminationofthisContractbeforecompletionforanycausewhatever,theCONTRACTOR,if notified todosobytheCITY,shall promptly removeanypartor all ofits equipment and supplies from the propertyoftheOWNER.Should theCONTRACTORnotremovesuchequipmentand supplies,theCITY shall have the right toremovethemattheexpenseoftheCONTRACTOR and theCONTRACTOR agrees thattheOWNER shall notbe liable forlossor damage tosuchequipmentor supplies.Equipment and supplies shall notbe construed to include suchitemsfor which theCONTRACTOR has been paid inwholeorin part. Contrartor MayStop Work or Terminate 15.6 If,through noartor fault ofthe CONTRACTOR,theWorkis suspended for a period ofmore than ninety (90)calendar days bytheCITYorbyorderofother public authority,or under an orderofcourtorthe CONSULTANT fails toactonany Application for Payment within thirty (30)calendar days afteritis submitted, ortheOWNER fails to pay theCONTRACTORanysum approved bythe CONSULTANT,within thirty (30) calendar days ofits approval,and presentation,thentheCONTRACTOR may,upontwenty (20)calendar days writtennoticetotheCITY and the CONSULTANT,terminate theContractTheCITYmayremedythe delay or neglect within thetwenty (20)calendar day time frame.Iftimely remedied bytheCITYtheContrart shall notbeconsideredterminated.In lieuofterminatingthe Contract,ifthe CONSULTANT has failed toactonan Application for Payment ortheOWNER has failed tomakeany payment asafore said,theCONTRACTOR mayuponten (10)calendar days'noticetotheCITY and theCONSULTANTstopthe Work until it has been paidall amounts then due. Page25 of 30 ©ThomasF.Pepe2014. 4/17/14 Indemnification of Independent Consultant 15.7 The CONTRACTOR and the CITY hereby acknowledges thatifthe CONSULTANT \s an independent contrartor ofthe OWNER,the CONSULTANT may be reluctant to rule on any disputes concerning the Contract Documents oronthe performance ofthe CONTRACTOR orthe OWNER pursuant tothe terms of the Contract Documents.Therefore,the OWNER,atthe CONSULTANT'S request agrees to provide the CONSULTANT witha written indemnification and hold harmless agreement to indemnify and hold the CONSULTANT harmless asto any decision in this regard before the CONSULTANT makes an interpretation, de-certifies a payment application,decertifies Substantial Completion,decertifies Final Completion,certifies an eventofdefaultor approves any action which requires the approval ofthe CONSULTANT. ARTICLE 16 -MISCELLANEOUS 16.1 Whenever any provision ofthe Contract Documents requires the giving of written notice it shall be deemed to havebeen validly given if delivered inpersontothe individual ortoamemberofthe firm ortoanofficerofthe corporation forwhomitis intended,orif delivered atorsentby registered or certified mail,postage prepaid, to the last known business address. 16.2 The Contract Documents shall remain the property oftheOWNER.The CONTRACTOR and the CONSULTANT shall have the right to keep one record setofthe Contrart Documents upon completion of the Project 16.3 The duties and obligations imposed by these General Conditions,Special Conditions and Supplementary Conditions,if any,and the rights and remedies available hereunder,and,in particular butwithout limitation,the warranties,guaranteesand obligations imposedupon CONTRACTOR bytheContrartDocumentsandthe rightsandremedies available tothe OWNER and CONSULTANT thereunder,shall bein addition to,and shall notbe construed in any way as a limitation of,any rights and remedies available by law,by special guarantee or by other provisions of the Contrart Documents. 16.4 Should the OWNER orthe CONTRACTOR suffer injury or damage toits person or property because of any error,omission,oractoftheotherorofanyoftheir employees or agents orothersforwhoseactstheyare legally liable,claim shall be made in writing totheother party within twentyone (21)calendar days ofthe first observanceofsuchinjuryor damage. ARTICLE 17 -WAIVEROFJURYTRIAL 17.1 OWNER and CONTRACTOR knowingly,irrevocably voluntarily and intentionally waive any right either may have toa trial by jury in State or Federal Court proceedings in respect to any action,proceeding,lawsuit or counterclaim arising out oftheContractDocumentsortheperformanceofthe Work thereunder. ARTICLE 18 -ATTORNEYS FEES JURISDICTION /VENUE /GOVERNING LAW 18.1 TheContract shall be construed in accordance with and governed bythe law oftheStateof Florida. 18.2 The parties submit tothe jurisdiction of any courtof competent jurisdiction in Florida regarding any claim or action arising outofor relating totheContrartorContrartDocuments.Venueofanyactiontoenforcethe Contrart shall bein Miami-Dade County,Florida. 18.3 If eithertheCITYorCONTRACTORseeksto enforce thetermsofthe Contract bycourt proceedings,the prevailing party shall beentitledtorecover all suchcostsandexpenses,including,butnotlimitedto,court costs,andreasonable attorney's fees. 18.4 Except asmaybeotherwise provided intheContrart Documents,all claims,counterclaims,disputes and other mattersinquestion between the OWNER andthe CONTRACTOR arising out ofor relating to thisContract orthebreach thereof,shall bedecidedinacourtof competent jurisdiction withintheStateof Florida. ARTICLE 19 -PROJECT RECORDS 19.1 TheCITY shall haverighttoinspectandcopy during regular business hoursatOWNER'Sexpense,thebooks andrecordsandaccountsof CONTRACTOR whichrelateinanywaytotheProjectandtoany claim for additional compensationmadeby CONTRACTOR,andtoconductanauditofthe financial and accounting records of CONTRACTOR whichrelate to theProject CONTRACTOR shall retainandmake available to CITY all suchbooksandrecordsandaccounts,financial orotherwise,whichrelatetotheProjectandtoany claimforaperiod of three (3)yearsfollowing final completion of the Project During the Projectandthe three (3)yearperiod following final completionofthe Project,CONTRACTOR shall provideCITYaccesstoits booksandrecordsuponfive(5)businessday'swrittennotice. 19.2 CONTRACTOR and all ofitssubcontrartorsare required tocomplywiththe public recordslaw (s.l 19.0701) while providing services onbehalf of the OWNER and the CONTRACTOR,under such conditions,shall incorporatethis paragraph inallofitssubcontractsforthis Project CONTRACTOR anditssubcontrartors are specifically requiredto:(a)Keepand maintain public recordsthat ordinarily and necessarily wouldbe Page26 of 30 ©Thomas F.Pepe 2014. 4/17/14 required by the public agency in order to perform the service;(b)Provide the public with access to public records onthesameterms and conditions thatthe public agency would provide the records and atacostthat does not exceed thecost provided in this chapter or as otherwise provided by law;(c)Ensure that public records that are exemptor confidential and exempt from public records disclosure requirements are not disclosed exceptas authorized by law;and (d)Meet all requirements for retaining public records and transfer, atnocost,tothe public agency all public records in possession ofthecontractorupon termination ofthe contract and destroyany duplicate public records thatareexemptor confidential and exempt from public records disclosure requirements.All records stored electronically mustbe provided tothe public agency in a format thatis compatible withthe information technology systems ofthe public agency. 19.3 If CONTRACCTOR orits subcontractor does not comply with a public records requestthe CITY shall have die right to enforce this contract provision by specific performance and the person who violates this provision shall be liable toOWNERforitscostsof enforcing this provision,including attorney fees incurred in all proceedings,whether administrative or civil court and in all appellate proceedings. ARTICLE 20 -SEVERABILITY 20.1 Ifany provision ofthe Contract orthe application thereofto any person or situation shall to any extentbe held invalid or unenforceable,the remainder oftheContract and the application of such provisions to persons or situations other than those as to which itshall have been held invalid or unenforceable shall not be affected thereby,and shall continuein full force andeffect and be enforced tothe fullest extent permitted by law. ARTICLE 21 -INDEPENDENT CONTRACTOR 21.1 TheCONTRACTORisan independent CONTRACTOR undertheContract Services provided bythe CONTRACTOR shall beby employees oftheCONTRACTOR and subject to supervision bythe CONTRACTOR,andnotas officers,employees,or agents oftheOWNER.Personnel policies,tax responsibilities,social securityandhealth insurance,employeebenefits,purchasing policies andother similar administrative procedures,applicable to services rendered under the Contract shallbe those ofthe CONTRACTOR. ARTICLE 22 -ASSIGNMENT 22.1 The CONTRACTOR shaH not transfer or assign the performance,duties,obligations and responsibilities required by die ContractwithoutpriorwrittenconsentoftheCity.CONTRACTOR shall not assign or transfer its rights underthisAgreementwithoutthe express writtenconsentoftheCity.TheCity will not unreasonably withhold and/or delay its consent tothe assignment ofthe CONTRACTOR'S rights.The City may,inits sole discretion,allow theCONTRACTORto assign its duties,obligations and responsibilities providedthe assignee meets all oftheCity'srequirementstothe City's sole satisfaction,executes all ofthe Contract Documents thatwere required tobe executed by the CONTRACTOR and provided the CONTRACTOR remains jointly and severally liable for any breach of die Agreementbythe assignee. IN WITNESS WHEREOF,the parties h< part of the Contract Documents onthis terefio have executed the G ;jgjdayof AyLQ^ eneral AUTHEi Signal Maria Menendez City Clerk Readand Approved as to Form, Legality,and Execution Thereof: Signature: City Attorney €>ThomasF.Pcpe 2014. 4/17/14 CONTRACTOR: Signature: OWNER:CITY OF SOUTH Signature: Steven Alexander. City Manager Page27 of 30 icknowledge their inclusionas (ZcTtAZAXie^ Supplementary Conditions Citywide SidewalkRepair A.Consultant:In accordance with ARTICLE I of the General Conditions CONSULTANT is defined asthe person identified as the CONSULTANT in the Supplementary Conditions orif none,then CITY's designated representative as identified inthe Supplementary Conditions.TheCONSULTANTS,if any,and theCity's Designated Representative'sname,address,telephone numberand facsimile numberareas follows: Consultant:City's Designated Representative RicardoA.Ayala,P.E. Capital Improvement Project Manager 4795 SW 75 Ave 400 Miami,Fl.33155 Phone 305-403-2072 Fax 305-668-7208 B.Supplemental Definition:Work thatdoes not conform to the Contract Documents includes work thatis unsatisfactory,faulty,or deficient orthatdoesnotmeetthe requirements of any applicable inspection,reference standard,test,or approval referred tointhe Contract Documents,or has been damaged prior to CONSULTANT'S recommendation of final payment (unless responsibility for the protection thereof has been assumed in writing by CITY). C.Termination or Substitution:Nothing herein shall prevent theCITY from terminating the services ofthe CONSULTANT orfromsubstitutinganother"person"astoactastheCONSULTANT. D.Disputes:If anydisputeconcerningaquestionoffact arises underthe Contract,otherthanterminationfor default or convenience,theCONTRACTOR and thecity department responsible forthe administration ofthe Contract shall make a good faith effortto resolve the dispute.Ifthe dispute cannot be resolved by agreement,thenthe departmentwiththe advice oftheCityAttorney and theCONSULTANT shall rule onthe disputed issue and send a writtencopyofits decision tothe CONTRACTOR,which shall be binding onboth parties. E.Non-conformance to Contract:TheCityofSouth Miami may withhold acceptance of,orrejectitems which are found upon examination,nottomeetthe specification requirements or conform tothe plans and drawings.Upon written notification of rejection,items shall beremovedor uninstalled within five (5)business days bythe CONTRACTOR athisownexpense and redelivered and/or reinstalled athisexpense.Rejected goods left longer than thirty (30)calendar days shall be regarded as abandoned andtheCITY shall havetherighttodisposeofthemasitsown propertyandthe CONTRACTOR therebywaivesany claim tothegoodorto compensation ofanykindfor said goods. Rejectionfornon-conformanceor failure tomeet delivery schedules mayresultinthe CONTRACTOR being found in default F.Default Provision:In caseofdefaultbytheCONTRACTOR,theCityofSouth Miami mayprocurethe articles orservicesfrom other sourcesandholdthe CONTRACTOR responsibleforanyexcesscostsoccasionedorincurred thereby G.Secondary/Other Contractors:TheCITYreservestherightintheeventthe CONTRACTOR cannotprovide anitem(s)or service(s)inatimelymannerasrequested,to obtainthegoodand/orservicesfrom other sourcesand deducting the cost from the Contract Price without violatingthe intent of the Contract. H.Assignment:The CONTRACTOR shall nottransferor assign anyofitsrightsorduties,obligations and responsibilities arising undertheterms,conditionsand provisions ofthisContract without priorwrittenconsentofthe City Manager..The CITYwill not unreasonablywithholdand/ordelayits consent to the assignment of the CONTRACTOR'S rights.The CITYmay,initssoleandabsolutediscretion,refuse to allow the CONTRACTOR to assignitsduties,obligationsandresponsibilities.Inanyevent,theCITYshall not consent to suchassignmentunless CONTRACTOR remainsjointlyandseverallyliableforanybreach of the Agreement by the assignee,the assignee meets all of the CITY's requirements to the CITY's solesatisfactionand executes all of the Contract Documents that were required to be executed bythe CONTRACTOR.. Page28 of 30 ©Thomas F.Pepe 2014. 4/17/14 I.Plansfor Construction:The successful CONTRACTOR rwill be furnished four sets of Contract Documents without charge.Any additional copies requiredwillbefurnishedto the CONTRACTOR ata cost tothe CONTRACTOR equal to the reproduction cost J.Warranty/Guarantee:CONTRACTOR shall act as agent,ona limited basis forthe OWNER,solely for the follow-up concerning warranty compliance for all items under manufacturer's Warranty/Guarantee and for the purpose ofcompleting all formsforWarranty/Guaranteecoverageunderthis Contract. IN WITNESS inclusionaspart •OF,the parties hegeto have executed the Supplementary Conditions to acknowledge their Contract on this Or1 day of ft\«<j3tc&i .IQL^j ,^oliL AUTHENTICATION: Signal t Menenoez City Clerk ReadandApprovedastoForm,Language, Legality,andExecution Thereof: Signature:a^T7 City Attorney END OF SECTION ©Thomas F.Pepe2014. 4/17/14 CONTRACTQ Signatun Name: OWNER: Signature: *?o^ Page29 of 30 CITY OF Steven Alexander CityManager ?s NOTICE TO PROCEED Citywide SidewalkRepair TO:DATE: PROJECTDESCRIPTION:Citywide sidewalk repair,in accordance with scope and Contract Documents asmay be prepared in whole or in part by the Cityof South Miami. You are hereby notified to commence Work in accordance with the Contract dated , on or before .Youareto complete the work within20workingdays.Thedateof completion of all Work is therefore CityofSouth Miafnt ander. City Manager ACCEPTANCE OF NOTICE Receipt oftheaboveNoticetoProceedishereby acknowledged by onthisdayof ,20. BY: TITLE: END OF DOCUMENT ©Thomas F.Pepe20l4 6-11-14