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Res No 031-14-14125RESOLUTION NO.: 31-14-14125 A Resolution authorizing the City Manager to approve a change order for the construction of a bus shelter on Sunset Drive under the contract with Sanchez Arango Co. WHEREAS, a search for underground facilities was requested and the resulting report did not reveal any facilities and such facilities were not discovered until excavation commenced; and WHEREAS, pursuant to unforeseen circumstances, a change order has been requested by the contractor, Sanchez Arango Co., and the change order is necessary to continue with construction of a bus shelter; and WHEREAS, the City's Public Works Department has determined that $6,100 is a reasonable price for the performance of the extra work necessitated by the discovery of the underground facility; and WHEREAS, the Mayor and City Commission wishes to provide a change order in the amount of $6,100; and WHEREAS, the work shall consist of construction services to relocate a bus shelter foundation to avoid a utility conflict and restore demolition to original dimensions and conditions of the sidewalk on Sunset Drive, East of 58 th Avenue; and . WHEREAS, the Mayor and City Commission desire to authorize the City Manager approve a change order for Sanchez Arango Co. for the bus shelter construction on Sunset Drive for a total amount not to exceed $6,100. 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 approve a change order with Sanchez Arango Co. for the construction of a bus shelter on Sunset Drive for an amount not to exceed $6,100. Section 2: The expenditure shall be charged to the People's Transportation Plan account number 124-1730-541-3450 which has a balance of $126,257.50 before this request was made. Section 3: If any section clause, sentence, or phrase of this resolution is for any reason held invalid or unconstitutional by a court of competent jurisdiction, the holding shall not affect the validity of the remaining portions of this resolution. Section 4. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 4 th day of March ,2014. APPROVED: MAYOR • COMMISSION VOTE: Mayor Stoddard Vice Mayor Harris Commissioner Welsh Commissioner Liebman Commissioner Edmond 4-0 Yea absent Yea Yea Yea Payne,Nkenga From: Sent: To: Subject: Attachments: Martinez, Grizel Tuesday, July 22,2014 1 :03 PM Payne, Nkenga RE: pending contracts 2014_07_22_12_58_24.pdf The change order never took place. The contractor and City staff were able to resolve the issue without the need for the change order. Therefore, the form attached was never executed. Grizel Martinez, E.I. GMartinez@SouthMiamiFL.gov Engineering & Construction Division City of South Miami 4795 SW 75 Avenue Miami, FI 33155 305-403-2063 From: Payne, Nkenga Sent: Tuesday, July 22, 2014 1:01 PM To: Martinez, Grizel Subject: RE: pending contracts Hi Grizel, There is a change order in the backup for resolution No. 31-14-14125 (see attached). This is the document that I need executed, has that been signed? Let me know. Thanks, Nkenga "Nikki" Payne, CMC Deputy City Clerk City of South Miami 6130 Sunset Drive South Miami, FL 33143 (305)663-6340 office (305)663-6348 fax npayne@southmiamifl.gov www.southmiamifl.gov Please note: The state of Florida has a very broad public records law. Written communications, including emails, are therefore subject to disclosure to the public and media upon request. From: Martinez, Grizel Sent: Tuesday, July 22, 2014 12:41 PM To: Payne, Nkenga; Ricardo Ayala Cc: Menendez, Maria M. Subject: RE: pending contracts Nikki, the Striping contract has not been finalized. 1 Attached is the Sanchez Axango contract for the construction of the bus shelters, v'Jhich corresponds VJith Reso!ution 176-13-13994. There is no contract for the change order resolution (No. 33-14-14127). Grizel Martinez, E.!. GMartinez@SouthMiamiFL.gov Engineering & Construction Division City of South I\~iami 4795 SW 75 Avenue Miami, FI 33155 305-403-2063 From: Payne, Nkenga Sent: Tuesday, July 22,201411:31 AM To: Martinez, Grizel; Ricardo Ayala Cc: Menendez, Maria M. Subject: FW: pending contracts Importance: High Good Morning, Please respond to my email below, I need to finalize the resolutions. Thanks, Nkenga "Nikki" Payne, CMC Deputy City Clerk City of South Miami 6130 Sunset Drive South Miami, FL 33143 (305)663-6340 office (305)663-6348 fax npayne@southmiamifl.gov www.southmiamifl.gov Please note: The state of Florida has a very broad public records law. Written communications, including emails, are therefore subject to disclosure to the public and media upon request. From: Payne, Nkenga Sent: Monday, July 14, 2014 10:58 AM To: Martinez, Grizel; Ricardo Ayala Cc: Menendez, Maria M. Subject: pending contracts Importance: High Good Morning, Could you please let me know the status of the following contracts/agreements, I need to finalize the resolutions: • Res. No. 31-14-14125 -Sanchez Arango Co. -signed change order • Res. No. 33-14-14127 -J & M Parking Lot Maintenance, Inc. -Sunset Drive Striping Improvements These resolutions are from March 4, 2014 meeting and it is very imperative that I finalize these resolutions as soon as possible. 2 Thanks. Nkenga "Nikki" Payne, CMC Deputy City Clerk City of South Miami 6130 Sunset Drive South Miami, FL 33143 (305)663-6340 office (305)663-6348 fax npayne@southmiamifl.gov www.southmiamifl.gov Please note: The state of Florida has a very broad public records law. Written communications, including emails, are therefore subject to disclosure to the public and media upon request. 3 TO: FROM: DATE: City of South Miami PUBLIC WORKS & ENGINEERING DEPARTMENT 4795 SW 75 th Avenue Miami, FL 33155 Tel. (305) 663-6350 Fax (305) 668-7208 Steven Alexander, City Manager Ricardo A. Ayala, P.E., CIP Project Manager March 4,2014 South Miami bOd l"iiiP 2001 Resolution: A Resolution authorizing the City Manager to approve a change order for the construction of a bus shelter on Sunset Drive under the contract with Sanchez Arango Co. Background: During excavation for the installation of a new bus shelter, located on Sunset Drive, East of 58th Avenue, a utility conflict was discovered. The location of the foundation for the qus shelter does not clear the location of the existing utilities. Sunshine One Call locate requests did not indicate the utility that was discovered upon excavation. Expense: Account: The change order will address the cost to relocate the bus shelter foundation to avoid a utility conflict, and restore the bus shelter demolition to the original dimensions and conditions of the sidewalk. Amount not to exceed $6,100. The expenditure shall be charged to the People's Transportation Plan account number 124-1730-541-3450, which has a balance of $126,257.50. Attachments: Resolution Change Order Resolution 176-13-13994 Sanchez Arango Co. Contract CHANGE ORDER #1 PROJECT: RFP #C2013-07 CONTRACTOR: Sanchez Arango 8651 NW 70th STreet Miami, FI 33166 (305) 592-9252 The Contract is changed as follows: WE RESPECTFULLY SUBMIT THE FOLLOWING CHANGE ORDER ITEM DESCRIPTION 1 Relocate Bus Shelter Foundation to avoid utility conflict. Owner: Architect: Contractor: Field: Other: CHANGE ORDER NUMBER: 1 DATE: 212512014 PROJECT NO: RFP #C2013-07 CONTRACT FOR: Bus Shelter Construction & Installation UNIT OTY UNIT COST TOTAL EA 1 $6,100.00 $6,100.00 Restore bus shelter fOl!ndation demolition to original dimensions and conditions, new sidewalk. - NOTE: CONTRACTOR Sanchez Arango 8651 NW 70th STreet Miami, FI33166 (305) 592-9252 --- OWNER City of South Miami 6130 Sunset Drive South Miami, FI, 33143 BY: BY: - ._-- .... " .... , ............ " .................................... , .... , .. " ................ , ......................... __ ................... , ................. , .. , ........ , ................ , .................................. , .............. ,,, .. ,.. . ..................... " ........... , ........... " ............................................ . DATE: DATE: PROPOSAL BOND RFP Bus Shelters Phase 2 STATE OF FLORIDA COUNTY OF MIAMI-DADE KNOW ALL MEN BY THESE PRESENTS, that we, ______________ _ __________ -J' as Principal, and ______________________ _ __________ -', as Surety, are held and firmly bound !.Into the City of South Miami ("City"), a m!.lnicipal corporation of the State of Florida in the sum of _________________ _ Dollars ($ ), lawful money ofthe United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators and successors jointly and severally, firmly by these presents. THE: CONDITION OF THIS OBLIGATION IS SUCH that: WHEREAS, the Principal has submitted the accompanying Proposal dated • for the . pursuant to an RFP and a condition precedent to the submission of said Proposal is that a Proposal Bond in the amount oHive percent (5%) of the Base Proposal be submitted with said Proposal as a guarantee that the Respondentwould fulfill the obligations set forth in the RFP and proposal docum~nts; NOW THEREFORE, A. Ifthe principal shall notwithdrawsaid proposal within ninety (90) calendar days after the date for opening of the same, and shall, Within ten (10) calendar days after the prescribed forms are presented to it for signature, enter into a written contract with the City in accordance with the proposal as accepted, and give bonds with good and sufficient surety or sureties, as may be reqUired, for the faithful performance and proper fulfillment .ofsuch contract, and provide proof of insurance as required, then the above obligations shall be void and of no effect, otherwise to remain in full force and effect. B. However, in the event of the principal's unauthorized withdrawal of said proposal within ninety (90) calendar days after the date of the opening of the same or the failure to enter into a written contract with the Owner In accordance with the proposal as accepted, and/or the failure to provide the City with bonds issued from good and sufficient surety or sureties, as may be required, for the faithful performance and proper fulfillment of such Contract and proof of insurance within teli (10) calendar days after the prescribed forms are presented to it. for signature and/or in the event that the principal is not awarded the project but fails to waive all claims that arose or might have arisen out of the RFP process, then the above obligations shall remain in full force and effect and the bond shall thereaftl:lr be disburse, by court order, to the Owner in the full amount of the bond if the Proposal Documents provide for liquidated damages under the circumstance of the case or, if liquidated damages are not applicable, then in an amount that is adequate to fully compensate the Owner for all of its damages incurred due to the breach of the terms of this Bond, including all attorney fees, court costs and legal expense incurred by the City for any and all action taken, whether before or after the commencement of legal proceedings, including proceedings required to obtain the court order of disbursement; including the cost of all appeals or other related proceedings, as well as the fees and costS incurred to collect these damages. IN WITNESS WHEREOF, the above bonded parties have executed this instrument under their several seals this day of ,20--, the name and the corporate seal of each corporate party being hereto affixed and these presents being duly signed by its undersigned representative. tpepe02-IS-13 Page 14 of 69 SECOND PAGE OF A TWO {2} PAGE PROPOSAL BOND IN PRESENCE OF: -,,--;:-:-;---;--=-_--;-~_:__:___;,__-------'. (Seal) (Individual or Partnership Principal) (Business Address) (City/StateJZip) (Business Telephone) ATTEST: Secretary (Corporate Surety)* By: ----------------------------------- *lmpress Corporate Surety Seal IMPORTANT Surety companies executing bonds must appear on the Treasury Department's most current list (circular 570 as amended) and be authorized to transact business in the State of Florida. FAILURE TO COMPLETE. SIGN. & RETURN THIS FORM MAY DISQUALlFY YO By: ------------------------------------ tpepe02-!8-i3 Page 15 of 69 fOR.M Of PERfOR.MANCE BOND RFP Bus Shelters Phase 2 KNOW ALL MEN BY THESE PRESENTS: That, pursuant to the requirements of Florida Statute 255.05, we, _-:-_____________ --" whose business address is and whose telephone number is as Principal (hereinafter referred to as "Contractor"), and --:-__ -:--:-___ -:--_____________ " whose business address is and whose telephone numb.er is , as Surety, are bound to the City of South Miami whose business address is and whose telephone number is , as Obligee, (hereinafter referred to as "City"} in the amount of_._--:--::---.,.----:-::----:- Dollars ($ ) for the payment whereof Contractor and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally. WHEREAS, Contractor has .entered into a Contract, for the «PROJECT», awarded on the ____ _ day of ,20--, under Contract Number by the City for the construction of _______________ (brief description of the Work) in accordance with drawings (plans) and specifications prepared by G. Batista & Associates dated 6/10/13 whkh Contract is hereby made a part hereof by reference, and is hereafter referred to as the "Contract"; effect. THE CONDITION OF THIS BOND is that the Contractor: I; fully performs the Contract petween the Contractor and the City for the _______ _ Within days after the date of Contract commencement as specified in the Notice to Proceed and in the manner prescribed in the Contract; and 2. Indemnifies and pays City all losses, damages (specifically including, but not limited to, damages for delay and other foreseeable consequential damages), expenses, costs and attorriey's fees, including attorney'sfees incurred in appellate proceedings, mediation and arbitration, if any, that City sustains because of default by Contractor under the Contract or caused by or arising out of any action or proceeding to enforce the Contract or this Bond; and 3. Upon notification by the City, correct any and all patently defective or faulty Work or materials that appear within one. (I ) year after the issuance of the Certificate of Occupancy, and correct any and all latent defects that are discovered before the expiration of the third (3rd) year following the date of the issuance of the C(!rtificate of Occupancy; and 4. Performs the guarantee of all Work and materials furnished under the Contract for the time specified in the Contract. if all of the forgoing conditions are met, then this Bond is void, otherwise it shall remain in full force and Whenever Contractor shall be, and declared by the City to be, in default for failing to perform in strict accordance with any of the terms of the Contract, the Surety shall promptly remedy the default as well as perform in the following manner: Complete the Contract in accordance with the Contract's terms and conditions provided the City makes available, as Work progresses, that portion of the Contract Price that has not already been paid to, or on behalf of, the Contractor. The City shall not be required to pay any more than the amount of the Contract Price. The surety shall not be obligated to pay more than the maximum amount for which the Surety may be liable as set forth in the first paragraph of this bond. If the Surety fails to commence the Work within thirty (30) days of receipt of the City'S declaration of a default or if the Surety fails to man the job with sufficient forces, or suspends the Work, for more than thirty (30) days, either consecutive or in combination with separate occasions, the City shall have the option, in the City's sole discretion, and without waiving its right to any other remedy or damages provided for by this bond, to complete the Work with other forces and the Surety shall pay for the cost to complete the Work. The term "balance of the Contract Price" as used in this paragraph, shall mean the total amount payable by City to Contractor under the Contract and any amendments thereto, less the amount properly paid by the City to the Contractor. tpepe02-!8-13 Page j £, of 69 No right of action shall accrue on this Bond to or for the use of any person or corporation other than the City named herein. The Surety hereby waives notice of and agrees that any changes in or under the Contract Documents and compliance or noncompliance with any formalities connected with the Contract shall not affect the Surety's obligation under this Bond. IN WITNESS WHEREOF, the above bonded parties have' executed this instrument under their several seals on this day of .20----, the mi.me and the corporate seal of each corporate party being hereto affixed and these presents being duly signed by its undersigned representative. IN PRESENCE OF: (Individual, President, Managing Member or General Partner, etc.) (Business Address) OR ATTEST: Secretary IN THE PRESENCE OF: and Attorney-in-fact Signature) STATE OF FLORIDA COUNTY OF MIAMI-DADE (City/StatelZip) (Business TelepDone) (Corporate Name) (President) (Business Address) (City/StatelZip) (Business Telephone) _______ INSURANCE COMPANY: BY: __________ (SEAL) (Agent (Business Address) (City/StatelZip (Business Telephone) On this, the day of ; 20--, before me, the undersigned notary public of the State of Florida, the foregoIng performance bond was acknowledged by (Corporate Officer), _________ --::::---:-:-::--_ (Title), of (Name of Corporation), a ___ -:-:-::=:-:-=-::-::---:-:-_ (State of Incorporation) corporation, on behalf of the corporation. WITNESS my hand and official seal. _____________ --,----- Notary Public, State of Florida NOTARY PUBLIC: SEAL OF OFFICE: Personally known to me, or Personal identification: ___________ _ Type of Identification Produced Did take an oath, or Did Not take an oath. tpepe02-i 8·! 3 (Name of Notary Public: Print, Stamp or Type as commissioned.) Page !7 of69 fORM Of PAYMENT BOND RFP Bus Shelters Phase 2 KNOW ALL MEN BY THESE PRESENTS: That, pursuant to the requirements of Florida Statute 255.0 I, at seq., Florida Statutes, we, __________________ --1' whose business address is and whose telephone number is ,as Principal, (hereinafter referred to as "Contractor"), and __ ...,-____________ -". whose business address is and whose telephone number is ; as Surety, are bound to the City of South Miami, whose business address is _______ and whose telephone numberis ,as Obligee, (hereinafter referred to as "City'') in the amount of Dollars ($ ) for the payment whereof Contractor and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally. WHEREAS,Contractor has, by written agreement, entered into a Contract for the «PROJECT», awarded on the day of ,20--, under Contract Number for the construction of (brief description of the Work) by the City in accordance with drawings (plans) andspedfications prepared byG. Batista Ii Associates dated 6/10/13 which Contract is hereby made a part hereof by reference and is hereafter referred to as the "Contract"; THE CONDlTlON OF THIS BOND is that if the Contl<\ctor; . I. Promptly performs the construction work in the time and manner prescribed in the Contract;· and 2. Promptly makes payments to all claimants, as defined in Section 255.05, Florida Statutes, supplying Contractor with labor. materials. or supplies, used directly or indirectly by Contractor in the prosecution of the work provided for in the Contract; and 3. Pays City all losses, damages. expenses, costs, and attorney's fees, including those incurred in any appellate, mediation or arbitration proceedings, if any,that Owner sustains because of a default by Contractor under the Contract; and 4; Performs the guarantee of all work and materials furnished under the contract for the time specified in thecontract,then this obligation shall be void; otherwise, it shall remain in full force and effect. Any action instituted by a claimant under this bond for payment must be in accordance with the notice and time limitation provisions in Section 255.05(2), Florida Statutes. The Surety hereby waives notice of and agrees that any changes in or under the Contract Documents and compliance or noncompliance with any formalities connected with the Contract shall not affect the Surety's obligation under this Bond. IN WITNESS WHEREOF, the above bonded parties have executed this instrument under their several seals on this day of , 20 __ , the name and the corporate seal of each corporate party being hereto affixed and these presents being duly signed by its undersigned representative. IN PRESENCE OF: (Individual. President, Managing Member or General Partner, etc.) (Business Address) (City/State/Zip) (Business Telephone) OR (Corporate Name) ATTEST: (President) Secretary (Business Address) (City/State/Zip) tpepe02-18-13 Page !8 of 69 (Business Telephone) SECOND PAGE OF A TWO PAGE PAYMENT BOND WHEREBY IS THE PRINCIPAL AND __________ 1$ THE SURETY IN THE PRESENCE OF: INSURANCE COMPANY: BY: (SEAL) (Agent and Attorney-in-fact Signature) (Business Address) (City/State/Zip (Business Telephone) STATE OF FLORIDA ) ) COUNTY OF MIAMI~DADE ) On this, the day'of , 20-, before me, the,lJndersigned notary public of the State of Florida,'the foregoing payment bond was aCknowledged by (Corporate Officer), _________ -:-:: __ :-:-----' (Title), of (Name of Corporation), a _________ (State of Incorporation) corporation, on behalf of the corporation. WITNESS my hand and official seal: ______ --:-.,--__ :-:---:c-_--:,.",.---:_ Notary Public, State of Florida NOTARY PUBLIC: SEAL OFOFFICE: P<afsonally known to me; or Personal identification: Type of Identification Produced Did take an oath, or Did Not take an oath. *Power of Attorney must be attached, tpepe02-! 8-13 (Name of Notary Public: Print, Stamp or Type as commissioned.) Page 19 of 69 R~SPOND~NT QUALIfiCATION STATEMENT RFP Bus Shelters Phase 2 The response to this questionnaire shall be utilized as part of the CITY'S overall Proposal Evaluation and RESPONDENT selection; I. Number of similar construction projects completed, a) b) In the past 5 years In the pastS years Oli Schedule In the past 10 years In the past 10 On Schedule 2. List the last th.ree (3) completed similar projects. a) ProjectName: Owner Name: Owner Address: Owner Telephone: Original Contract Completion Time (Days): Original Contract Completion Date: Actual Final Contract Completion Date: Original Contract Price: Actual Final Contract Price: b) Project Name: Owner Name: Owner Address: Owner Telephone: Original Contract Completion Time (Days): Original Contract Completion Date: Actual Final Contract Completion Date: Original Contract Price: Actual Final Contract Price c) Project Name: Owner Name: Owner Address: Owner Telephone: Original Contract Completion Time 'f:>O (Days): --l.b-'-'fr=' t;",,",~lj/\,,-,--__________ _ tpepe02-18-! 3 Page 20 of 69 11'1 '4:t-1C.~ I ir g fZ ftl:3 Original Contract Completion Date: Actual Final Contract Completion Date: Original Contract Price: . J Actual Final Contract Price: ~ 4, b O ;'12 eJO • Of) 3. Current workload 4. The foifowinginformation shall be attached to the proposal. a) RESPONDENT's home office organization chart. b) RESPONDENT's proposed project organizational chart. c) Resumes of proposed key project personnel, including on-site Superintendent, 5. List and describe any: a) Bankruptcy petitions filed by or against the Respondent or any predecessor organizations, b) Any arbitration or civil or criminal proceedings, or Suspension of contracts or debarring from Bidding or Responding by any public agency brought c) against the Respondent in the last five (5) years I. Government References: tpepe02-18-13 Page 21 of 69 List other Government Agencies or QU<lsi-government Agencies for which you have done business within the past five (S) years. Name of Agency: Address: Telephone No.: Contact Person: Type of Project: Name of Agency: Address: Telephone No.: Contact Person: Type of Project:, Name of Agency: Address: Telephone No.: Contact Person: Type of Project: tpepe02-IS-13 Page 22 of 69 NON-COLLUSION AFFIDAViT RFP Bus Shelters Phase 2 STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) _R_·.·....;t;;...l_D_G_1.,..eJ;""· ,--,',--b"".·=r;w;.,,;'· "-"-cl""'·""'·-'·:....1...,@""'-';;...·_. _____ beingfirstdulysworn,deposes and states that: (I) He/ShefThey is/are the _-"{Y='-,L=U=-.-,,Vi~. -=~_. Y"" ___ -----'---'--------'----- (Owner, Partner, Officer, Representative orAgent) of ::UM~Mi2:L~gM~~11. -.!:{!,~. ~,i!J.~t?~. rtv.SlJll)~I;Il..-_ the Respondent that has submitted the (2) He/ShefThey is/are fuUy informed concerning the preparation and contents of the attac;hed Proposal and orall pertinent circumstances concerning suchProposa!; (3) Such Proposalisgenuineand is not a collusive or sham Proposal; (4) Neither the said Respondent nor any of its officers, partners, owners, agents, representatives; employees or parties in interest, including this affiant, have in any Way colluded, conspired; connived or agreed, directly orindirectly, with any other Respondent, firm, or person to submit a collusive or sham Proposal in l:;onnection with the Work for which the attached Proposal has been submitted; or to refrain from Bidding or prqposing in connectiqn with such Work; or have in any manner, directly or indirectly, sought by agreement or collusion, or communication, or conference with any Responcl~nt, firm; or person to fix any overhead, profit, or cost elements of the Proposal or of any other Respondent, or to fix any overhead, profit, or cost .elements of the Proposal Price or the Proposal Price of any other Respondent, or to secure through any collusion, conspiracy, connivance, or unlawful agreement any advantage against (Recipient), or any person interested in the proposed Work; (5) The price or prices quoted in the attached Proposal are fair and proper and are not tainted by any collusion, conspiracy. connivance, or unlawful agreement on the part of the Respondent oP: 1'Iy other of its agents, representatives, owners, employees or parties of interest, i !tl.ai{lg this nt, o \ in the presence of: By: --:------7f'-- Witness Print Name and Title Date tpepe02.18-13 Page 23 of 69 STATE OF FLORIDA COUNTY OF MIAMI-DADE ACKNOWLEDGEMENT ) ) ) On this the ~~>,;..,.""'<---:_:-' 20. \ ~. ' before me, the undersigned Notary Public of the State of Florida of individual(s who appeared before notary) ~P;:~'::X~:;c~~a... _______ and whose name(s) is/are Subscribed to the within instrument, ll.e/she/they acknowledge thathefsheltheyexecuted it. WITNESS my hand and official seal. NOTARY PUBliC: SEAL OF OFFICE: © Thomas F. Pepe, 2011-2013. All rights reserved. 6/18/13 sEAmlZ M. ARANGO MY COMMISSION # EE 175981 EXPIRES: March 5, 2016 Bon~ed Thru Notruy Public Underwriters (Name of otary Public: Print, Stamp or type as ~onim1joned.) d Personally known to me, or Personal identification: Type of Identification Produced _ / Did take an oath, or ~ Did Not take an oath. Page 24 of 69 PUBLIC ENTITY CRIMES AND CONfLICTS OF INTEREST RFP Bus Shelters Phase 2 Pursuant to the provisions of Paragraph (2)(a) pf Section 287,133, Florida State Statutes -"A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a Proposal or bid on a .Contract to provide any goods Qr services to a public entity, may not submit a Bid or proposal for a Contract With a public entity for the construction of repair of a public building or public work, may not submit bids or· proposals on leases or rea! property to a: public entity, may not be awarded to perform WQrk asa RESPONDENT, Sub-contractor, supplier, Sub-consultant, or COhSultantunder a Contract with any public entity, and may not transact business with any public entity in excess of the threshold amount Category Two of Section 287.017. Florida Statutes, for thirty six (36) months from the date of being placed on the convicted vendor list". The award of any contract here;under is subject to. the prOVISI<mS of Chapter 112, Florida State Statutes. Respondents must disclose with their Proposals. the name of any officer. director, partner, associate or agent who is also an officer orempJoyee of the City of South Miami or its agencies. SWORN STATEi'1ENTPURSUANTTQSECTION 287,133 (3) (a), FlORIDA STATUTES, ON PUBliC ENTITY CRIMES . THIS FORM MUST BE SIGNED AND SWORNTO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. I. ...;. [print name of the publicentityJ .• IV\. /' [print individual's name and title1 '. . -L, fur __ ~=.~~~.~~.~.~\~D~P2~~~. ~.--.~ft~~~~·~~~~·~(~~~C~O~.~~A~~~~-t~)~ZJtt~~·~D~LA~ ______________ ___ [print name of entity submitting sworn statement] whose business address is and (if applicable) its Federal EmpJoyerldentification Number (FEIN) is 4:'5 -1)1:54.481:21 (If the entity has no FEIN, Include the Social Security Number of the individual signing this sworn statement: -------------------------------------------------.. ) 2. I understand that a "public entity crime" as defined in Paragraph 287.133 (I ) (g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States,induding, but not limited to , any bid, proposal or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 3, I understand that "convicted" or "conviction" as defined in Paragraph 287.133 (I) (b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July I, 1989, as a result of a jury verdict, non-jury trial, Of entry of a piea of guilty or nolo contendere. 4. I understand that an "affiliate" as defined in Paragraph 287.133 (I) (a), Florida Statutes, means: (a) A predecessor or successor of a person convicted of a public entity crime; or (b) An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime, The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees. members, and agents who are active in © Thomas F. Pepc, 2011-2013. All rights reserved. 6/18113 Page 25 of 69 the management of an affiliate. The ownership by one person of shares constituting a controlling interest in any perSon, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a pUblic entity crime in Florida during the preceding 36 months shall be considered an affiliate; 5. I understand that a "person" as defined in Paragraph 287.133 (I) (e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or proposal or applies to bid or proposal on contracts for the prOVision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. 6. Based on information and belief, the statement which I have marked be.low is true in relation to the entity ~rriitting this sworn statement. [Indicate which statement applies;] __ 1'_. K Neither the entity sUbmitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders. employees, .members, or agents who are active in the management of the entity, nor any affiliate orthe entity has been charged with and convicted of a public entity crime subsequent to July I, 1989. ___ The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged With and convicted of a public entity crime subsequent to july 1,1989. ___ The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent of July J, 1989; However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. [attach a copy of the final order.] I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY INDENTIFIED IN PARAGRAPH I (ONE) ABOVE IS FOR THAT PUBLlC ENTITY ONLY, AND THAT THIS FO S VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERST A THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A C T~T EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES'i OR t!: ORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. j Sworn to and SUbscJrib tl before me this Q Q Personally known ---l_L-_________ _ OR Produced identification _______ _ (Type of identification) Form PUR 7068 (Rev.06/i 1/92) © Thomas F. Pepe, 2011-2013. All rights reserved. 6/18/13 My commission expires _______ _ (Printed, typed or stamped commissioned name of notar ublic BEAIRIZ M. Af'lANGO MY COMMISSION # EE 175981 EXPIRES: March 5, 2016 Bandell Thru Notaly Public Underwriters Page 26 of 69 DRUG fREE WORKPLACE RFP Bus Shelters Phase 2 Whenever two or more Bids.or Proposalswhil::hareequal with respect to price, quality and service are received by the State or by any political subdivisions for the procurement of commodities or contractual services, a Bid or Proposal received from a business that certifies that it has implemented a drug-free workplace program shall be given preference in the award process. Established procedures f9r processing tie Bids or Proposals shalf be followed if none of thE'! tied vendors have a drug-free workplace program. In order to have a drug~free workplace program, a business shall: I) Publish a stlltementnotifyingE'!mployees that the unlawful manufacture, distribution, dispensing, possession, or use of a contrQUeq .substanceis prQhibited in the workplace and specifying the actions that shall be ~akenagainst employees for violations of such prohibition. 2) Inform ern pi oyees aboljt thedang~rs of drug abuseJhthe workplace, the business' policy Qf maintaining adrug~freeworkplace,any available cjrug cotinseling, rehabilitation, and employee assistance prograrns,andthe penaltiefthat may be imposl'ld upon employees for drug abuse violations. 3) Give each employee engaged in providing the commodities or contractual services that are under Bid a copy of the statement specified in Subsection (I). 4) In thestatemeni spe~ifled in$ubsection (I). notify the employees, that, as a condition of working ohhe commodities or contractual services that are under Bid, he employee shall abide by the terms of the statement and shall notify the employee of any conviction of, or plea of guilty or . nolo contendere to, any violation of Chapter 893 or of any controlled substan<:e law of the United States.or any state. for a violation occurring in the workplace no later than five (5) business days after such conviction. S) Impose a sanction on, or require the satisfactory participation in a drug abuse asSistance or rehabilitation program, if such is available in the employee'S community, by any employee who is so convicted" 6) Make a good faith effort to continue to maintain a dru ree workplace through implementation of this section. As the person authorized to sign the statement, I certify that thi rm complies fully with the above requirements. RESPONDENT's Signature: ------7"-----:;""'+---,;7"'-'----- Print Name: _'~~O~-u~6¥' !;,..LL-.....:-~~~ Dare: ___ L-_~'__~~ _________________ ___ © lllOmas F. Pepc, 2011-2013, All rights reserved, 6/18113 Page 27 of 69 ACKNOWLEDGEMENT Of CONfORMANCE WiTH OSHA STANDARDS RFP Bus Shelters Phase 2 TO THE CITY OF SOUTH MIAMI We, bC':k'!-'v\e#b'..tM-aMt}a ¢o~~BiYName of CONTRACTOR), hereby acknowledge and agree that as CONTRACTORs for the ~us Shelters Phase 2 project as specified have the sole responsibility for compliance With all the requirements of the Federal Occupational Safety and Health Act of 1970, and all State G. Batista &: Assodatesand local safety and health regulations, and agree to indemnify and hold harmless the City of South Miami and against any and allliilbility, claims. damages, losses and expenses they may incur due to the failure of (Sub-contractor's . names): (i,) Thomas F. Pepc, 2011·2013. All rights reserved. 6/[8113 Page 28 of 69. LIST Of PROPOSED SUBCONTRACTORS AND PRINCiPAL SUPPLIERS landscape Sodding and Turf Work Electrical Irrigation Paving Park Amenities Graphics Utilities Excavation Building Structures Plumbing Painting Testing Laboratory Soi! Fumigator Signs Other: prov! within five (5) business days after Bid Opening. © Thomas F. Pepe, 2011-20l3. All rights reserved. 6/18/13 Bus Shelters Phase 2 and responsible Page 29 of 69 RELATED PARTY TRANSACTION VERlfICA:TION fORM RFP Bus Shelters Phase 2 I .' , .;' . . . " e-... . , individually and on behalf of' . .;. " _ .. .' / D ct.ot:~tl:tnl( ("Firm")have Name of Representative Company/VendorlEntityread the City of South Miami ("City")'s Co e of Ethics, Section 8A-1 of the City's Code of Ordinances and I hereby certify, under penalty of perjury that to the best of my knowledge, information and belief: (l) neither I nor the Firm have any conflict of interest (as defined in section BA-I) with regard to the contract or business that I, and/or the Firm, am(are) about to perform for. or to transact with, the City, and . (2) neither I nor any employees, officers, directors of the Firm, nor anyone who has a financial interest greater than 5% in the Firm, has any relatlve(s), as defined in section BA~ I, who is an empl9yee of the City or who is(are) an appointed or elected official of the City, orwho is(are) a memberofany public body createci by the City Commission, i.e., a board or committee of the City;[while the ethics code still applies, ifthe person executing this form is doing so on behalf of a firmwhosestock is publicly traded, the statement in this section (2) shall be based solely on the signatory's personal knowledge and he/she is not required to make an independent investigation as to the relationship of employees or those who have a financial interest in the Firm.); and (3) neither I nor the Firm, nor anyone who has a financial interest greater than 5% in the Firm, nor any member of those persons' immediate family (Le., spouse, parents, children, brothers and sisters) has transacted or entered into any contract(s) with the City or has afinancial interest, direct or indirect, In any business being transacted With the city, or with any person or agency acting for the city, other than as follows: _(use (if necessary, use a separate sheetto supplY additional information that will not fit on this line; however, you must make reference, on the above line, to the additional sheet andthe additional sheet must be signed under oath). [while the ethics code still applies, if the person executing this form is doing so.on behalf of a firm whose stock is publicly traded, the statement in this section (3) shall be based solely on the signatory's personal knowledge and he/she is not required to make an independent investigation as to the relationship of those who have a financial interest in the Firm.]; and (4) no elected and/or appointed official. or empfoyeeof the City of South Miami, or any of their immediate family members (i.e., spouse, parents, children, brothers and sisters) has a financial interest, directly or indirectly, in the contract between YOti and/or your Firm and the City other than the follOWing individuals whose interest is set forth following their use a separate names: _~ ____________________ _ (if necessary, use a separate sheet to supply additional information that will not fit on this line; however, you must make reference, on the above line, to the additional sheet and the additional sheet must be signed under oath). The names of all City employees and that of all elected and/or appointed city officials or board members, who own, directly or indirectly, an interest of five percent (5%) or more of the total assets of capital stock in the firm are as follows: (if necessary, use a separate sheet to supply additional information that will not fit on this line; however, you must make reference, on the above line, to the additional sheet and the additional sheet must be signed under oath). [while the ethics code still applies, if the person executing this form is doing so on behalf of a firm whose stock is publicly traded, the statement in this section (4) shall be based solely on the signatory's personal knowledge and he/she is not required to make an independent investigation as to the financial interest in the Firm of city employees, appointed officials or the immediate family members of elected and/or appointed official or employee.] (5) I and the Firm further agree not to use or attempt to use any knowledge, property or resource which may come to us through our pOSition of trust, or through our performance of our duties under the terms of the contract with the City. to secure a special privilege, benefit, or exemption for ourselves, or others. We agree that we may not disclose or use information, not available to members of the general pUblic, for our personal gain or benefit or for the personal gain or benefit of any other person or business entity, outside of the normal gain or benefit anticipated through the performance of the contract. © Thomas F. Pepe, 2011 ·2013. All rights reserved. 6/18/13 Page 30 of 69 (6) I and the Firm hereby acknowledge that we have not contracted or transacted any business with the City or any person or agency acting for the City, and that we have not appeared in representation of any third party before any board, commission or agency ohlle City within the past t:vvo years other than as ~~ ~ necessary, use a separate sheet to supply additionai information that will not fit on this line; however, you must make reference, on the above line, to theadditfonal sheetand the additional sheet must be signed under oath), X:\Purchasing\Vendor Reglstratii:>n\ I 2.28. I 2 RELATED PARTY TRANSACTION VERIFICATION FORM [3].docx (7) Neither' .nor any employees, officers, or cjirectors of theFirm,riOl' any of their immediate family (Le.; as a spouse, son,daughter, parent, brother or sister) is related by blood or marriage to: (I) any member of the City Commission; (jj) any city employee; or (iii) any member of any board or agency of the City btherthan as follows: ______________ ...,.-______ (if necessary, U$e a separate sheet to supply additional information that will not fit on this line; however, you must make reference, on the above line, to the additional sheet and the additional sheet must be signed under oath). [while the. ethics code stiHapplies, ifthe person . execut;ing this form is doing so on behalfofafirm whose stock is publidy traded, the statement in this section (7) shall be based solely on the signatory's personal knowledge and he/she is.not reqUired to make an independent investigation as to the relaticinshipby blood or marriage of emp(oYEles, officers, or directors of the Firm, or of any of their immediate family to any appointed or elected offidals of the . City, or to their immediatefamily members]. (B) No Other Firm, nor any officers or directors of that Other Firm or anyone whohas a financial interest greater than 5% in that Other Firm, nor any member ofthose persons'lmmediatefamily (i.e., spouse, parents, children, brothers and sisters) nor any of my immediate family members (hereinafter referred to as "Related Parties") has responded to a solicitation by the City in which I or the Firm that l represent or anyone who has a financial interest greater than 5% in the Firm, or any member ofthose persons~immediate family (i.e. spouse,parents, children, brothers and sisters) h~ve also responded, otherthan the following: . ____________ -~--~ __ ..,.-___ ---_ _:___-(if necessary,. use a separate sheet to supply additional information that will not fit on this line; however, you must make reference, on the above line,tothe additional sheet and the additional sheet must be signed under oath). [while the ethics code still applies, if the person executing this form is doing soon behalf of a firm whose stock is publicly traded, the statement in this section (8) shall be. based solely on the signatory's personal knowledge and helshe is not required to make an independent investigation into the Other Firm, or the Firm he/she represents, as to their officers, directors or anyone. having a financial interest in those Firms or any of their any member of those persons' immediate famlly.] (9) I and the Firm agree that we are obligated to supplement this Verification Form and inform the City of any change in circumstances that would change our answers to this document. Specifically, after the opening of any responses to a solicitation, I and the Firm have an obligation to supplement this Verification Form with the name of all Reiated Parties who have also responded to the same solicitation and td disclose the relationship of those parties to me and the Firm. (10) A violation of the City'S Ethics Code, the giving ~ y false information or the failure to supplement this Verification Form, may subject me or the Firm to im . iate termination of any agreement with the City, and the imposition of the maximum fine and/or any pen . sallowed by law. Additionally, violations may be considered by and subject to action by the Mia -Dad unty Commission .on Ethics. Under penalty of perjury, I declare that I have made a diligent eft: t t~e matters to which I am attesting hereinabove and that the statements made hereinabove areltrue ect to the best of my knowledge, information and belief. Signature: ---....,A;'-::;,.,.-L.'--f---:::"-:::::"'--- Print Name & Title: ---'~~~ { Date: -7-2ft:;-l ".?J' © Thomas F. Pepe, 2011·2013. All rights reserved. 6/18/13 Page 31 of 69 ATTACHED: Sec. 8A-1 -Conflict of interest and code of ethics ordinance. Municode Page IOf4 Sec .. SA-I. -Conflict of interest and code of ethics ordinance. (a) Designation. This section shall be designated and known as the "City of South Miami Conflict of Interest and Code of Ethics Ordinance." This section shall be appliCable to aU city personnel as defined below, and shall also constitute a standard of ethical conduct and behavior for all autonomous personnel, quasi-judicial personnel, advisory personnel and departmental personnel. The provisions of this section shall be applied in a cumulative manner. By way of example, and not as a limitation, subsections (c) and (d) may be applied to the same contract or transaction. (I» Definitions. For the purposes of this section the following definitions shall be effective:· (I) The term "commission members" shall refer to the mayQr and the members of the city commission. (2) the term "autonomous personnel" shall refer to the members ofautonomous authorities, boards and agencies, such as the city community redevelopment agency arid the health facilities authority. (3) The term "quasi-judicial personnel" shall refer to the members of the planning board, the environmental review and preservation board, the code enforcement board and such other individuals, boards and agencies of the city as perform quasi-judicial functions. (4) The term "advisory personnel" shall refer tothemembersofthose city advisory boards. and agencies whose sole or primary responsibility is to recommend legislation or give advice to the city commission. (5) The term "departmental personnel" shall refer to the city derk, the city manager, department heads, the city attorney, and all assistants to the city derk, city manager and city attorney, however titled. (6) The term "employees" shall refer to all other personnel employed by the city. (7) The term "compensation" .shall refer to any money, gift. favor, thing of value or financial benefit conferred, or to be conferred, in return for services rendered or to be rendered. (8) The term "controlling financial interest" shall refer to ownership, directly or indirectly, of ten percent or more of the outstanding capital stock fnany corporation or a direct or indirect interest of ten percent or more in a firm, partnership, or other business entity at the time of transacting business with the City. (9) The term "immediate family" shall refer to the spouse, parents, children, brothers and sisters of the person involved. (lO) The term "transact any business" shall refer to the purchase or sale by the city of specific goods or services for consideration and to submitting a bid, a proposal in response to a RFP, a statement of qualifications in response to a request by the City, or entering into contract negotiations for the provision on any goods or services, whichever first occurs, (c) Prohibition on transacting business with the city. No person included in the terms defined in paragraphs (b)(I) through (6) and in paragraph (b)(9) shall enter into any contract or transact any business in which that person or a member of the immediate family has a financial interest, direct or indirect with the city or any person or agency acting for the city, and any such contract, agreement or business engagement entered in violation of this subsection shall render the transaction voidable. Willful violation of this subsection shall constitute malfeasance in office and shall affect forfeiture of office or position. Nothing in this subsection shall prohibit or make illegal: (I) The payment of taxes, special assessments or fees for services prOVided by the city government; (2) The purchase of bonds, anticipation notes or other securities that may be issued by the city through underwriters or directly from time to time. Waiver of prohibition. The requirements of this subsection may be waived for a particular transaction only by four affirmative votes of the city commission after public hearing upon finding that: (!) An open-to-all sealed competitive proposal has been submitted by a city person as defined in paragraphs (b)(2), (3) and (4); (2) The proposal has been submitted by a person or firm offering services within the scope of the practice of architecture, professional engineering, or registered land surveying, as defined by the laws of the state and pursuant to the provisions of the Consultants' Competitive Negotiation Act, and when the proposal has been submitted by a city person defined in paragraphs (b)(2), (3) and (4); (3) The property or services to be involved in the proposed transaction are unique and the city cannot avail itself of such property or services without entering a transaction which would violate this subsection but © Thomas F. Pepc, 201 1-2013. All rights reserved. 6/18/13 Page 32 of 69 for waiver of its requirements; and (4) That the proposed transaction will be in the best interest ohhe city. This subsection shall be applicable only to prospective transactions, and the city commission may in no case ratify a transaction entered in violation of this subsection~ Provisions cumuiative. This subsection shall be taken to be cumulative and shall not be construed to amend or repeal any other law pertaining to the same subject matter; (d) further prohibition on transacting business with the city. No personinduded in the terms defined in paragraphs (b)(l) through (6) and in paragraph (b)(9) shall enter into any contract or transact any business through a firm, corporation, partnership or business entity in which that person or any member of the immediate family has a. controlling financial interest, direct or indirect, with the city or any person or agency acting forthe city, and any such contract, agreement orbusiness engagement entered in violation of this subsection shall render the transactionvoidable. Theremaining prOVisions of subsection (c) will also be applicable to tnis subsection i;!.sthough incorporated by recitation, Additionally, no perS9n included in the term defined in paragraph (b)( I) shall vote on or participate inany way in any matter presented to the city commission jf that personhas any of thef()lIowing relationships With any of the persons or entities which would be or might be directly or indirectly affected by any action of the city commission: (I) Offrcer, director, partner, of counsel, consultant, employee, fiduciary or beneficiary; or (2) Stockholder,. bondholder. debtor, or creditor, if in any instance the transactioncir matter would affect the person defined in paragraph (b)(I) in a manner distinct from the manner in which it would affectthe public gener3.lIy.Any person included in the term defined In paragraph (b) ( I) who has any of the specified relationships or who would or might, directly or indirect/y, realize a profit by the action of the city commission shall not vote on or participate in any way in the matter. (E) Gifts. (I )Defjnition. Tile term "gift" shall refer to tnetransfer of anything of.economic value, whether in the form of money,service,loan, travel, entert;ainment, hospitality, itell10r promise, or in any other (orm, without adequate and lawful consideration. (2)Exceptions. The provisions of paragraph (e )(1) shall not apply to: a. Political contributions specifically authorized by state law; b. Gifts from relatives or members of one's household, unless the person is a conduit on. behalf ofa third party to the delivery or a gift that is prohibited under paragraph(3); c. Awards for professional or civic achievement; d. Material such as books, reports, periodicals or pamphlets which are solely informational or of an advertising nature. (3) Prohibitions. A person described in paragraphs (b)(l) through (6) shall neither solicit nor demand any gift. It is also unlawful for any person or entity to offer, give or agree to give to any person included in the terms defined in paragraphs (b)(l) through (6), odor any person included in the terms defined in paragraphs (b) ( I) through (6) to accept or agree to accept from another person or entity, any gift for or because of: a. An official public action taken, or to be taken, or which could be taken, or an omission or failure to take a public action; b. A legal duty performed or to be performed, or which could be performed, or an omission or failure to perform a legal duty; c. A legal duty violated or to be Violated. or which could be violated by any person included in the term defined in paragraph (b)(I); or d. Attendance or absence from a public meeting at which official action is to be taken. (4) Disclosure. Any person included in the term defined in paragraphs (b)(I) through (6) shall disclose any gift, or series of gifts from anyone person or entity, having a value in excess of $25.00. The disclosure shall be made by filing a copy of the disclosure form required by chapter 112, Florida Statutes, for "local officers" with the city derk simultaneously with the filing of the form with the clerk of the county and with the Florida Secretary of State. (1) Compulsory disclosure by emp/oyees oftirms doing business with the city. Should any person included in the terms defined in paragraphs (b)(I) through (6) be employed by a corporation, firm, partnership or business entity in which that person or the immediate family does not have a controlling financial interest, and should the corporation, firm, partnership or business entity have substantial business commitments to or from the city or any city agency, or be subject to direct regulation by the city or a city agency, then the person shall file a sworn statement disclOSing such employment and interest with the derk of the city. (g) Exploitation of officiai POSition prohibited. No person included in the terms defined in paragraphs (b )( I) through (6) shall corruptly use or attempt to use an official pOSition to secure special privileges or exemptions for that person or others, © Thomas F. Pepc, 2011-2013. All rights reserved. 6/18113 Page 33 of 69 (11) Prohibition on use of confidential information. No person included in the terms defined in paragraphs (b)(I) through (6) shall accept employment or engage in any business or professional activity which one might reasonably expect wpuld require or induce one to disclose confidential information acquired by reason of an official position, nor shall that person in fact ever disclose confidential information garnered or gained through an official position with the city, nor shall that person ever use such information, directly or indirectly, for personal gain or benefit. (i) Confiicting employment prohibited. No person included in the terms defined in paragraphs (b)( I) through (6) shall accept otheemployment which would impair independence of judgment in the performance of any public duties. 0) Prohibition on outside employment. (I) No person included in the terms defined in paragraphs (b)(6) shall receive any compensation for services as an officer or employee of the city from any source other than the city, except as may be permitted as follows: a. Cenerally prohibited. No full-time city employee shall accept outside employment, either incidental, occasional or otherwise, where city time, eguipmentormaterial is to be used or where such employment or any part thereof is to be performed on city time. b. When permitted. A full-time city employee may accept incidental or occasional outside employment so long as such employment is not contrary, detrimental or adverse to the interest of the city or any of its departments and the approval required in subparagraph c. is obtained. t. Approval of department head required. Any outside employment by any full~timecity emplOyee must first be approved in writing by the employee's department head who shall maintain a complete record of such employment. d. Penalty. Any person convicted of violating any provision ofthis subsection shall be punished as provided in section 1·11 of the Code of Miami-Dade County and, in addition shall be subject to dismissal by the appointing authority. The city may also assess against a violator a :fine not to exceed $500.00 and the costs of investigation incurred by the city. (2) All full-time city employees engaged in any outside employment for any person, firm, corporation or entity other than the city, or any of its agencies or instrumentalities, shall file, under oath, an annual report indicating the source of the outside employment, the nature of the work being done and any amount of money or other consideration received by the employee from the outside employment. City employee reports shal! be filed with the city derk. The reports shall be available at a reasonable time and place for inspection by the public. The city manager may require monthly reports from individual empJoyees or groups of employees for good cause .. (k) Prohibited investments. No person included in the terms defined in paragraphs (b)( I) through (6) or a member of the immediate family shall have persona! investments in an}' enterprise Which will create a substantial conflict between private interests and the public interest. (I) Certain appearances and payment prohibited; (I) No person included in the terms defined in paragraphs (b){ I), (5) and (6) shall appear before any city board or agency and make a presentation on behalf of a third person with respect to any matter, license, contract, certificate, ruling, decision, opinion, rate schedule, franchise, or other benefit sought by the third person. Nor shall the person receive any compensation or gift, directly or indirectly, for services rendered to a third person, who has applied for or is seeking some benefit from the city or a city agency, in connection with the particular benefit sought by the third person. Nor shall the person appear in any court or before any administrative tribunal as counselor legal advisor to a party who seeks legal relief from the city or a city agency through the suit in question. (2) No person included in the terms defined in paragraphs (b)(2), (3) and (4) shall appear before the city commission or agency on which the person serves, either directly or through an associate, and make a presentation on behalf of a third person with respect to any matter, license, contract, certificate, ruling, decision, opinion, rate schedule, franchise, or other benefit sought by the third person. Nor shall such person receive any compensation or gift, directly or indirectly, for services rendered to a third party who has applied for or is seeking some benefit from the city commission or agency on which the person serves in connection with the particular benefit sought by the third party. Nor shall the person appear in any court or before any administrative tribunal as counselor legal advisor to a third party who seeks legal relief from the city commission or agency on which such person serves through the suit in question. (m) Actions prohibited when financial interests involved. No person included in the terms defined in paragraphs (b) (I) through (6) shall participate in any official action directly or indirectly affecting a business in which that person or any member of the immediate family has a financial interest. A financial interest is defined in this subsection to include, but not be limited to, any direct or indirect interest in any investment, eqUity, or debt. @ 'l1lOmas F. Pepc, 2011-2013. All rights reserved. 6/18/13 Page 34 of 69 (n) Acquiring financial interests. No person included in the terms defined in paragraphs (b)(I) through (6) shall acquire a financial interest in a project, business entity or property at a time when the person believes or has reason to believe that the financial interest may be directly affected by official actions or by official actions by the city or city agency of which the person is an officiai, officer or empioyee. (0) Recommending professional setvices. No person included in.the terms defined in paragraphs (b){I) through (4) may recommend the services of any lawyer or law firm, architect or architectural firm, public relations firm, or any other person or firm; professional or otherwise, to assist in any transaction involving the city or any of its agencies, provioed that a recommendation may properly be madewnenrequired to be made by the duties of officeano in advance at a public meeting attended by other city officials, officers or employees. (p) Continuing application after city serVice, (I) No person incluoed in the terms defined in paragraphs (b)(l), (5) and (6)$h\1l1, for a period of two years after his or her city service or employment has ceased, lobby any city offiCial [as oefined in paragraphs (b)( I)thro-gh (6)] in connection with any judicial or other proceeding; application, RFP, RFQ, bid, request for ruling or other determination, contract, claim, controversy, charge; accusation, arrest or other particular subject matter in which the city or one of its agencies isa party or has any interest whatever, whether direct or indirect. Nothingcontaineci in this subsection shall prohibit any individual from submitting a routine administrative request or application to a city department or agency during the two-year period after nisor nerservice has ceased. (2) The provisions ohhe subsectionshalj not apply to persons who become employed by governmental entities, 501 (c)(3) non;,profit entities or educational institutions or entities. and who lobby on behalfof those entities in their official capacities, . (3) The provisions of this subsection shall apply to all persons desci'ib~o in paragraph (p)(I) whose city service or employment ceased after the effective date of the ordinance from \'oIhich this section derives, (4) No person described in paragraph (p)(I) whose city service or employment ceased within two years prior to the effective date of this ordinance shalr for a period of two years after his or her servIce or employment enter into a lobbying contract to !obbyany city official in connection with any subject described in paragraph (p)(I) in which the city or one of its agencies is a party or has any direct and substantial interest; and In which he or she participated directly or indirectly through decision, approval, disapproval, recommendation, the rendering of advice, investigation, or otherwise, during his or her dty service or employment. A person participated "directly" where he or she was substantiallyinv9lved in the particular subject matter through decision, approval, disapproval, recommendation, the rendering of advice, investigation, or otherwise, during his or her city service or employment. A person participated "indirectll where he O!, she knOWingly participated in any way in the particular subject matter through decision, approval. disapproval, recommendation, the rendering of advice, investigation, or otherwise, during his or her city service or employment. All persons covered by this paragraph shall execute an affidavit on a form approved by the city attorney prior to lobbying any city official attesting that the requirements of this subsection do not preclude the person from lobbying city officials. (5) Any person who violates this subsection shall be subject to the penalties provided in section 8A-2(p). (q) City attorney to render opinions on request. Whenever any person included in the terms defined itipatagraphs (b) (I) through (6) and paragraph (b )(9) is in doubt as to the proper interpretation or application of this conflict of interest and code of ethics ordinance, or whenever any person who renders services to the city is in doubt as to the applicability of the ordinance that person, may submit to the city attorney a full written statement of the facts and questions. The city attorney shaH then render an opinion to such person and shall publish these opinions without use ohhe name of the person advised unless the person permits the use of a name. (Ord. No. 6·99-/680, § 2, 3-2-99) Editor's note-Ord. No. 6-99-1680, § I, adopted 3~2-99, repealed §§ 8A-1 and 8A-2 in their entirety and replaced them with new §§ SA-l and SA-2. Former §§ SA-l and 8A-2 pertained to declaration of policy and definitions, respectively, and derived from Ord, No. 634. §§ I (IA-i). J (I A-2) adopted Jan. J I, 1969. © 11JOmas F. Pepc, 2011-2013. All rights reserved, 6/18/13 Page 35 of 69 NOTICE Of AWARD Bus Shelters Phase 2 The City has considered the Proposal submitted by your firm for the Bus Shelters Phase 2 in response to its advertisement for Request for Proposal and Instructions to Respondents. You are hereby notified that your Proposal has been accepted for the Bus Shelters Phase 2 in the lump sum amount of $ • broken doWn' asfollows: Base Proposal: Alternate # I ; Alternate #2: Alternate #3: You are required by the Instructions to Respondents to execute the Contract and furnish the required Performance Bond, Payment Bond, Insurance Endorsements and Certificates <:Jf InsuranCe (see Proposal Submittal Checklist Form) within ten (10) day from the date ofthis Notice to you. If you fail to execute said Contract and to furnish said bonds, insurance endorsementS and certificate of insurance within ten (10) calendar days from the date of this notiee, the CITY shall be entitled to disqualify the Proposal, revoke the award and retain the Proposal Bond/Security. Please be advised that jf the contract price exceeds $5,000,00 or if it is a multi-year contract requiring payment out of more than one year's appropriation, the award and the contract must be approved by the City Commission before it is binding on the City. BY: Steven Alexander City Manager Dated this __ day of ______ ,. 20 __ ACCEPTANCE Of NOTICE Receipt of the above Notice of Award is hereby acknowledged by ______________ _ On this the ___ day of ________ --', 20 __ . BY: TITLE: You are required to return an acknowledged copy of this Notice of Award to the City Manager. © Thomas F. Pcpc, 2011-2013. All rights reserved. 6/18113 Page 36 of69 CONTRACT RFP Bus Shelters Phase 2 TH!S CONTRACT was made and entered into on this. day of , 20-----, by and between . (hereafter referred to as "Contractor"), and the City of South Miami (hereafter referred to as "Owner"), through its City Manager (hereafter referred to as "City"). WiTNESETH: That, the Contractor. for the consideration hereinafter fuJlyset out, hereby agrees with the Owner as follows: I. The Contractor shall furni,sh aU labor; materials, (;:quipment, machinery, tools, apparatus, transportation and any other items necessary to perform all of the work shown on and described in the Contract Documents and shall do everything required by thisCoritract and the other Contract Documents. 2. The CQntract Documents shall inc:IIJde this Contract, the General Conditions to the Contract, the draWings, .pJans, specifications,.liroject ·m~nual •. if any •. anysupplemeni:ary or. spedal .conditions; other .documents referring to this contract and signed by the parties; the solicitation documents ("hereinafter referred to as "Bid Documents") and any documents to which these dOcuments refer which are made part of these documentS and that are used by the Owner as well as any attachments or exhibits that are made a part of any of the documents described herein; . . 3. The Contractor snail commence the Work to be performed under this Contract on a date to be specified in a Notice to Proceed ancl shall complete all Work hereunder within the length of time set forth in the Contract DocumentS. 4. The Owner hereby agrees to pay to the Contractor for· the faithful performance of this Contract, subject to additions and deductions as provided in the Contract Documents and any properly approved, written change orders, in lawful money of the United States, the· amount of: ----=--::-=-,,--:--_-:--.,..-,.....-______ · ___ Dollars ($ .OO~t Lump Sum. (Spoil Dollar Amount on lIn •• boy.) The expenses of performing Work after regular working hours, ahd on Sunday and legal holidays shall be included in the above price. However, nothing contained herein shall authorize work on days and during hours that are otherwise prohibited by ordinance unless specifically authorized or instructed in writing by the City. 5. The Owner shall make monthly partial payments to the Contractor on the basis of a duly certified and approved schedule of values for the Work performed during each calendar month by the Contractor, (all as provided for in the Contract Documents), less the retainage which is to be withheld by the Owner until completion and acceptance of the complete project in accordance wlththis Contract and the other Contract Documents.unduntil such 'A'orl( has be ell accepted by the OV'mel'. 6. Upon submission by the Contractor of evidence satisfactory to the Owner that all labor, material, and other costs incurred by the Contractor in connection with the construction of the Work have been paid in full, and after compliance with the terms for payment prOVided for· in the Contract Documents, final payment on account of this Contract shall be made within sixty (60) calendar days after the completion by the Contractor of all Work covered by this Contract and the acceptance of such Work by the Owner. 7. in the event that the Contractor shall fail to complete the Work within the time limit stipulated in the Contract Documents, or the extended time limit agreed upon, in accordance with the procedure as more particularly set forth in the Contract Documents, liqUidated damages shall be paid by the Contractor at the rate of $ __ dollars per day, plus any monies paid by the City to the Consultant for additional engineering and inspection services associated with such delay. S. It is further mutually agreed between the parties hereto that if, at any time after the execution of this Contract and the Payment and Performance Bond for its faithful performance and payment, the Owner shall deem the Surety or Sureties upon such bond(s) to be unsatisfactory, or if, for any reason such bond ceases to be adequate to cover the performance of the Work or payment to subcontractors and suppliers, the Contractor, at its expense within five (5) business days after the receipt of notice from the Owner to do so, shall furnish an additional bond or bonds in such form and amount and with such Surety or Sureties as shall be satisfactory to the Owner. In such event, no further payment to the Contractor shall be deemed to be due under this Contract until such new or additional security for the faithful performance of the 'Nork is furnished in the manner and in the form satisfactory to the Owner. © Thomas F. Pepc, 2011-2013. All lights reserved. 6/18/13 Page 37 of 69 9. No additional Work or extras shall be done unless the same is duly authorized in writing, and in advance of the work, by appropriate action by the Owner and in accordance with the Contract Documents. 10. The date that this contract was "made and entered into" is the date that the last party signs this contract. The Effective Date of this contract is the date it was made and entered into or, if the contract is required to be approved by resolution of the City Commission, then the Effective Date is the date of the resolution. SECOND PAGE of a two (2) page CONTRACT made and entered into on this day of -:-:-::-___ -:::-_-,-.,...-" 20........--..... by and between " (hereafter referred to as "Contractor"), and the City of South Miami ( hereafter referred to as "Owner"), through its City Manager ( hereafter referred to as "City"). IN WITNESS WHEREOF, the parties hereto have executed this Contract on the day and date set forth next to their name below and may be Signed in one or more counterparts, each of which shall, without proof or accounting tor the other counterpart; be deemed an original Contract. WITNESSES: (print name of Witness) (print name of Witness) AUTHENTICATION: Signature: __________ _ Maria Menendez City Clerk Read and Approved as to Form, Language, Legality and Execution thereof: Signature: ___________ _ City Attorney © Thomas F. Pepc, 2011-2013. All lights reserved. 6/18/13 CONT~CTOR: __________________ _ Signature: ____ .,..-__ .......,. _____ _ Name: _____________ ~-~~ Title: _____ _ OWNER: CITY OF SOUTH MIAMI Signature: ___ -..,-__________ _ Steven Alexander City Manager Page 38 of 69 GENERAL CONDITIONS RFP Bus Shelters Phase 2 ARTICLE I -DEFINITIONS Whenever I,lsed in these General Conditions or in the other Contract Documents, the following terms shall have the meaning inqicated. These definitions shall always apply when the section of the Contract specifically refers to this Article for the purpose of interpreting a word or group of words in that section of the. Contract Document. However, when the section of the Contract, wneretheword to pe defined is Os¢d, does not specifically refers to this Article to define the word or group of words; the definitions contained in this Artide shall not apply unless the word or group of words, in the context of it or their use in the Contract Document in question, isfare ambiguous and open· for interpretation; In addition, these definitions shall also ncit apply to interpretterms in a specific provision of a Contract Document if thatspecifkprovision contains a definition of these terms. Addenda: Written or graphic documents issued prior to the Bfd Opening whiCh modify orintfi)rpret the Contract Documents, Drawings arid Specifications, by addition, deieti<ms, clarifications or con'action. Application for Payment: A form approved by the CONSULTANT Which is to be used by the CONTRACTOR in requesting progress payments. Bid: The offer or proposal of the Bidder sl,lbmitted on the prescribed form setting forth the prices and other terms for the Work to be performed. . . Bidder: Any person, firm or corporation submitting a response to the City's soliCitation for proposals or bids for Work. Bid Documents: The solkitation for bids or proposals and all documents that make up the solicitation induding the instructions, form of documents and affidavits. Bonds: Bid bond, performance and payment bonds and other rnstruments.of security. furnished by the CONTRACTOR and its surety in accordance with theContr:act Documents and in accordance with the laws of the State of Florida. Change Order: A written order to the CONTRACTOR signed by the City authorizing an addition. deletion or revision in the Work, or an adjustment in the Contract Price or the Contract Time issued after execution of the Contract. CITY: The City Manager for the City of South Miami, 6130 Sunset Drive, South Miami, FL 33143. Construction Observer: An authorized representative ofthe CONSULTANT assigned to observe the Work performed and materials furnished by the CONTRACTOR or such other person as may be appointed by the CITY as his representative. The CONTRACTOR shall Pe notified in writing of the identity of this representative .. 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 all Bid Documents including but not limited to the solicitation for Bid, CONTRACTOR'S Bid, the Bonds, Insurance endorsements, insurance Certificates and policies, the Notice of Award, the Notice to Proceed, the General Conditions, Special Conditions,. if any, any Supplementary Conditions, the Technical Specifications, Drawings, including any incorporated specifications, addenda to the drawings issued prior to execution of the Contract, Change Orders, Construction Change Directives and any written order for a minor change in the Work, and written modlfications to any of the Contract Documents. Contract Price: The total moneys payable to the CONTRACTOR pursuant to the terms of the Contract Documents. Contract Time: The number of calendar days stated in the Contract for the completion of the Work. Contracting Officer: The individual who is authorized to sign the contract documents on behalf of the CITY'S governing body. CONTRACTOR: The person, firm or corporation with whom the CITY has executed the Contract. CONSULTANT: The person identified as the CONSULTANT in the Supplementary Conditions or as deSignated by the CiTY in writing and delivered to the CONTRACTOR. © Thomas F. Pepc, 2011-2013. All rights reserved. 6/181i3 Page 39 of 69 Day: A period of twenty~four hours measured from the beginning of the day at i 2:0 I a.m. and it shall be presumed to be a calendar day unless specifically designated as a business day. Days: The number of twenty-four (24) hour periods following the event to which the word "days" refers commencing at 12:0 I a:m. at the start of the next day. Therefore, in computing any period of time prescribed or allowed by the Contract Documents, the day of the act, event or default from which the designated period of time begins to run shall n.ot be included. The last day of the period so computed shall be included unless it is a Saturday, Sunday or legal holiday, in which event the period shall run until the end of the next business day that is not a Saturday, Sunday or legal holiday. Defective Work: Work that is unsatisfactory; faulty, or deficient in that it does not conform to the Contract Documents, or does not meet the requirements of any applicable inspection, reference standard, test, or approval referred to in the Contract Documents, or has been damaged prior to the CONSULTANT'S recommendation of final payment (unless responsibility for the protection thereof haS been delegated to the City); substitutions that are not properly approved and authorized, any deficiency in the Work, materials and equipment; materials and equipment furnished under the Contract that are not good quality and new unless otherwise required or permitted by the Contract Documents: Drawings: The drawings which show the character and scope of the Work to be performed and which have been prepared or approved by the CONSULTANT and are referred to in the Contract Documents. Field Order: A written order issued by the CONSULTANT which clarifies or interprets the Contract Documents in accordance with Paragraph 9.3 or orders minor changes in the Work in accordance with paragraph 10.2. Modification: (a) A written amendment of the Contract Documents signed by both parties, (b) a Change Order signed by both parties, (c) a written clarification or interpretation jf jssued by the CONSULTANT in accordance with paragraph 9.3 or (d) a written order for minor change or alteration in the Work issued by the CONSULTANT pursuant to Paragraph 10.2. A modification may only be issued after execution of the Contract, it must be in writing and signed by the party against whom the. modification is sought to be enforced. NotiCe of Award: The written notice by CiTY to the apparent successful Bidder stating that upon compliance with the conditions precedent to be fulfilled byitwithiri the time specified, CITY will execute and deliver theCoTJtract to him. Notice to Proceed: A written notice given by CITY to CONTRACTOR (with copy to CONSULTANT) fixing the date on which the Contract Time shall commence to run and on which CONTRACTOR shall start to perform its obligations under the Contract Documents. Person: An individual or legal entity. Project: The entire construction operation being performed as delineated in the Contract Documents. Shop Drawin~ All draWings; diagrams, illustrations, brochures, schedules and other data which are prepared by the CONTRACTOR, a Subcontractor, manufacturer, supplier, or distributor, and which illustrate the equipment, material or some portion of the work and as required by the Contract Documents. Samples: Physical examples which illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. SpeCifications: Those portions of the. Contract Documents consisting of written technical descriptions of materials, eqUipment, construction systems, standards and workmanship as applied to the Work. Subcontractor: An individual, firm or corporation having a direct contract with CONTRACTOR or with any other Subcontractor for the performance of a part of the Work at the construction site. Substantial Completion: The date, as certified by the CONSULTANT, when the construction of the Project or a certified part thereof is sufficiently completed, in accordance with the Contract Documents, so that the Project, or a substantial part, can be utilized for the purposes for which it was intended Without restriction or limitation to any degree. other than for the repair of minor "punch list" items; or if there be no such certification, the date when fin a! payment is due in accordance with paragraph 14,9. However, in no event shall the project or portion thereof, be deemed to be substantially completed until a certificate of occupancy or certificate of use is lawfully issued by the applicable governmental agency. A certificate of Substantia! Completion. issued by the CONSULTANT, shall be null and void if it is based on false, misleading or inaccurate information, from any source, or when it would not have been issue but for the consideration of Work that is thereafter found to be defective to a degree greater than that which wou!d normally to be considered by the City to be minor "punch list" work. Supplier: Any person or organization who supplies materials or eqUipment for the Work, including the fabrication of an item, but who does not perform labor at the site of the Work. Surety: The individual or entity who is an obligor on a Bond and who is bound with the CONTRACTOR for the full and faithful performance of the Contract and for the payment of all labor, services and materials used on the project. <&) Thomas F. Pepc, 2011-2013. All rights reserved. 6/18/13 Page 40 of 69 Work: Any and all obligations, duties and responsibilities necessary for the successful performance and completion of the Contract. Notice: The term "Notice" as used herein shall mean and include all written notices, demands, instructions, claims, approvals and disapprovals required to obtain compliance with Contract requirements. VVritten notiCeshali be deemed to have been duly served jf delivered in person to the individual or to a member of the firm qr to an officer of the corporation for whom it is intended, or to an authOrized represen~ative of such individual, firm, or corporation, or if delivered at or sent by registered mail to the last known business address. Unless otherwise stated in writing; any notice to or demand upon the CITY under this Contract shall be delivered to the CITY's Manager and the CONSULTANT. ARTICLE 2 -PRELIMINARY MATTERS Award: 2.1 The CITY reserves the right to reject any and <tUaids, atitssole discretion. Bidsshall be awarded by the CITY to the lowest; responsive and responsible Bidder, No Notice ofAwardshaU be given until tM CITY has concluded its investigation, as it deemsnecessary,to:establish,to the satisfaction of theelTY, which Bidder i$the most responsive and responSible of all the Bidders to complete the Work within the time prescribed and in accordance wid) the Contract Documen~. The CITY reserves the right to reject the. Bid of any Bidder who is not believed to be, in th.e sole discretion andsatisfactionohne City. to be suffiden(;ly responsible, qualified and financial able to perform the work:!n analyzing a Bid, the CITY may· also take into consideration alternate and unit prices, if requested by the Bid forms. Ihhe Contract is awarded, the CITY shall issue the Notice of Award and give the successful Bidder a Contract for . execution within ninety (90) day aneropening of Bids, Execution or Contract: 2.2 At least four counterparts of the Contract; the Performance and payment Bortd, the Certificates of Insurance, the written notice of deSignated supervisor or superintendent as' provided in Section 6.1 of the General Conditions and such other Documents as required by the Contract DocumentS shall be executed and delivered by CONTRACTOR to the CiTY within ten (10) calendar days of receipt ohhe Notice of Award. A Contract Document that requires the signature of a party may be executed in counterparts separately by each of the parties and, in such event, each counterpart sepai':ltely executed shail, without proof or accounting for the other counterpart b~ deemed an original Contract Document. Forfeiture of Bid Security/Performance and Payment Bond: 2.3 Within ten (10) calendar days of being notifiedofthe Award, CONTRACTOR shall furnish a Performance Bond and a Payment Bond containing all the provisions of the Performance Bond and Payment Bond attached. . 2.3.1 Each Bond shall be in the amount of one hundred percent (100%) of the Contract Price guaranteeing to CITY the completion and performance of the Work covered in such Contract as well as full payment of all suppliers. material man, laborers, or Subcontractor employed pursuant to this Project. Each Bond shall be with a Surety company whose qualifications meet the requirements of Sections 2.3.4, 2.3.5; and 2.3.$. 2.3.2 Each Bond shall continue in effect for five year after final completion and acceptance of the Work with the liability equal to one hundred percent (100%) of the Contract Sum .. The Performance Bond shaH be conditioned that CONTRACTOR shall, upon notification by CITY, correct any patent defective or faulty Work or materials which appear within one year after final completion of the Contract and shall, upon notification. by CITY, correct any latent defective or faulty Work or materials which appear within five year after final completion of the Contract. 2.3.3 Pursuant to the requirements of Section 255.05( I), Florida Statutes. CONTRACTOR shall ensure that the Sondes) referenced above shall be recorded in the public records of Miami-Dade County and provide CiTY with evidence of such recording. 2.3.4 Each Bond must be executed by a surety company authorized to do business in the State of Florida as a surety, having a reSident agent in the State of Florida and having been in business with a record of successful continuous operation for a least five (5) years. 2.3.5 The surety company shall hold a current certificate of authority as acceptable surety on federal bonds in accordance with the United States Department of Treasury Circular 570, current revisions. 2.3.6 The CiTY will accept a surety bond from a company with a rating A. Vll or better. © Thomas F. Pepc, 2011-2013. All rights reserved. 6/18113 Page 41 of 69 2.3.7 Failure of the successful Bidder to execute and deliver the Contra<:t and deliver the required bonds and Insurance Certificates as stipulated in Paragraph 2.2 shall be <;ause for the CITY to annul the Notice of Award and declare the Bid and any security therefore forfeited. Contractor's Pre-Start Representation: 2.4 CONTRACTOR represents that it has famifiarizeditself with, and assumes full responsibility for having familiarized itself with the nature and extent ofthEi Contract Documents, Work. locality. and With all local conditions and federal, state and local laws, ordinance, rules and regulations that may in any manner affect performance of the Work, and represents that it has correlated its study and observations with the requirements of the Contract Documents. CONTRACTOR also represents that it has studied all surveys and investigations, reports of subsurfa<:eand latent physical conditions referred to in the specifications and made such additional surveys and investigations as it deems necessary for the performance of the Work reflected in the Contract Documents and that he has correlated the results qf all such data with the requirements of the Contract Documents. Commencement of Contract Time: 2.5 The Contract Time shall commence to run qn the date stated in the Notice to Proceed. Starting the Project: 2.6 CONTRACTOR shall start to perform its obligations under the Contract Documents on the date the Contract Time commences to run: No Work shall badone attha site (as defined in Article I), prior to the date on which the Contract Time commences to run,except with the written consent of the CITY Before Starting Construction: 2.7 Before undertaking each part of the Work, CONTRACTOR shall carefully study and compare the Contract Documents and check and verlfy pertinent figures shown thereon and all applicable field measurements and conditions. It shall at once report in writing to CONSULTANT any conflict, error, or discrepancy which it may discover. Neither the CITY nor the CONSUL TANTshallbe liable for any harm, damage orlos5 suffered by CONTRACTOR as a result of its failure to discQver any conflict. error, or discrepancy in the Drawings or Specifications nor shall th.e CONTRACTOR be entitle to any compensation for any harm, damage or loss suffered by the CONTRACTOR due to any conflict, error, or discrepancy in the Contract Documents. Schedule of Completion: 2.8 Within Five (5) business days after delivery of the Notice to Proceed by CITY 1:0 CONTRACTOR, CONTRACTOR shall submit to CONSULTANT for approval, an estimated construction schedule indicating the starting and completion dates of the various stages of the Work, and a preliminary schedule of Shop Drawing submissions. The CONSULTANT shall approve this schedule or reqUire revisions thereto within seven (7) calendar days of its submittal. If there is more than On;;) CONTRACTOR involved in the Project, the responsibility for coordinating the Work· of all CONTRACTORS shall be provided in the Special Conditions. 2.9 Within five (5) business days after delivery of the executed Contract by CITY to CONTRACTOR, but before starting the Work at the site, a pre-construction conference shalf be held to review the above schedules, to establish procedures for handling Shop Drawings and other submissions, and for processing Applications for Payment, and to establish a working understanding between the parties as to the Project. Present at the conference will be the CITY'S representative, CONSUL TANT, Resident Project Representatives. CONTRACTOR and its Superintendent. Qualifications of Subcontractors. Material men and Suppliers: 2.10 Within five (5) business days after bid opening, the apparent lowest responsive and responsible Bidder shall submit to the CITY and the CONSULTANT for acceptance a list of the names of Subcontractors and such other persons and organizations (including those who are to furnish principal items of materials or eqUipment) proposed for those portions of the Work as to which the identity of Subcontractors and other persons and organizations must be submitted as specified in the Contract Documents. Within thirty (30) calendar days after receiving the list, the CONSULTANT will notify the CONTRACTOR in writing if either the CITY or the CONSULTANT has reasonable objection to any Subcontractor, person, or organization on such list. The failure of the CITY or the CONSULTANT to make objection to any Subcontractor, person, or organization on the list within thirty (30) calendar days of the receipt shall constitute an acceptance of such Subcontractor. person or organization. Acceptance of any such Subcontractor. person or organization shall not constitute a waiver of any right of the CiTY or the CONSULTANT to reject defective Work. material or eqUipment, or any Work, material or eqUipment not in conformance with the reqUirements of the Contract Documents. © Thomas F. Pepe, 2011-2013. All rights reserved. 6/18/13 Page 42 of 69 2.11 If, prior to the Notice of Award, the CITY or the CONSULTANT has reasonable objection to any Subcontractor, person or organization listed, the apparent low Bidder may, priorto Notice of Award, submit an acceptable substitute without an increase in its bid price. ARTICLE3-CORRELATION, INTERPRETATION AND INTENTOF CONTRACT DOClJMENTS 3.1 It is the intent of the Specifications and Drawings to describe a comple~e Project to be constructed in accordance with the Contract Documents. The Contract Documents comprise the entire Contract between the CITY and the CONTRACTOR. They may be altered only byamodificatjon as defined in Article I. 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 the Work affected thereby, immediately call it to tne.CONSULTANT's attention in writing. The various Contract Documents are complementary; in case of conflict, error or discrepancy, the more stringent interpretatlonand reqUirement thatshafl provide the maximum benefit to the City shan apply 3.3 The words "furnish" and "furnish and install", "install", and "provide"or words with siinilarmeaning shall be interpreted, unless otherwisespeciflcally stated, to mean "f4t:nisha:nd install. compl/:1te inplacE\ and ready for service,i.· . . 3.4 Miscellaneous items and accessories whicharenotspeci:fkaUy mentioned, but w.hichare essential to produce a complete and properly operating inS1;alla,tion, qr usable structure, prpviding the indk:ated functions, shail be furnished and installed without change in'the Contract Price. Such miscellaneous items and accessories shall be of the saine quality standards, induding 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 by the CONSULTANT before installation. The above requirement is not intended to in(;lude maj6r compqnents not covered by or inferable from the Drawings and Specifications. 3.5 The Work of all trades under this Contract shall be coordinatEld by the CONTRACTOR. in such a manner as obtain the best workmanship pOSSible for: the entire Project, and all components of the Work shall be installed or erected in accordance with the best practices of the 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 he is.prevented from so doing by any limitations of the Drawings or Specifications, the CONTRACTOR shall immediately notify the CONSULTANT in writing of such limitations before proceeding with construction in the area where the problem limitation exists. 3.7 Manufacturer's literature, when referenced, shall be dated and numbered and is intended to establish the minimum requirements acceptable. When eYer reference is ,given to codes, or standard specifications or other data published by regUlating agendes or accepted organizations, Inciuding but not iimited to National ElectriCal Code, appliCable State Building Code, Florida Building Code, Federal Specifications, ASTM Specifications, various institute specifications; and the like, it shall be understood that such reference is to the latest edition including addenda: in 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 for the particular material or product. The term "equal" or "eqUivalent", when used in connection with brand names, shall be interpreted to mean a material or product that is similar and equal in type, quality, size, capacity, composition, finish, color and other applicable characteristics to the material or product specified by trade name, and that is suitable for the same use capable of performing the same function, in the opinion of the CONSULTANT, as the material or product so specified. Proposed equivalent items must be approved by CONSULTANT before they are purchased or incorporated in the Work. (When a brand name, catalog number, model number, or other identification, is used without the phrase "or equal", the CONTRACTOR shall use the brand, make and model specified). 3.9 Throughout this agreement the male pronoun may be substituted for female and neuter and vice versa and the Singular words substituted for plural and plural words substituted for singular wherever applicable. 3.10 All technical interpretations shall be made by the CONSULTANT as set forth in Section 9.3 below. 3.1 I The CONTRACTOR shall advised the CONSULTANT, prior to performing any work involving a conflict in the Contract Documents and the CONSULTANT shall make the final decision as to which of the documents shall take precedence. In the event that there is a conflict between or among the Contract Documents, only the latest version shall apply and the latest version of the Contract Documents. The CONSULTANT shall use the © Thomas F. Pepe, 201 J -20 13. All rights reserved. 6fl81l3 Page 43 of 69 following list of Contract Documents as a guide. These documents are set forth below in the order of their precedence so that all the documents listed above a given document should have precedence over all the documents listed below it. (a) Amendments and Change Orders (b) Addenda to Contract (c) Contract with all Exhibits thereto (d) Supplemental Conditions (e) Special Conditions (f) General Conditions Written or figured dimensions Scaled dimensions Drawings of a larger scale Drawings of a smaller scale (g) (h) (i) (j) (k) Drawings and Specifications are to be considered complementary to each other ARTICLE 4 -AVAILABILITY OF LANDS SUBSURFACE CONDITIONS REFERENCE POINTS Availability of Lands: 4.1 The CITY shall furnish, as indicated in the Contract Documents, the lands upon which the Work is to be 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 CITY, unless otherwise specifiecl in the Contract Documents. Other access to such lands or rights-of-way for the CONTRACTOR'S convenience shall be the responsibility of the CONTRACTOR. The CONTRACTOR shall provide for alladditionaJ lands and access thereto that may be required for temporaryconstruttion facilities or storage of material and eqUipment 4.2 The CiTY will, upon request, furnish to the Bidders, copies of all available boundary surveys and subsurface tests at nb cost. Subsurface Conditions: 4.3 The CONTRACTOR acknowledges that he has investigated prior to bidding and satisfied himself as to the conditions affecting the Work, including but not limited to those 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 at the site, the conformation and conditions of the ground. the character of equipment and facilities needed preliminary to and dl,lring prosecution of the Work. The CONTRACTOR further acknowledges that he has satisfied himself as to the character, quality and quantity of surface and subsurface materials or obstacles to be encountered insofar as this information is reasonably ascertainable from an inspection of the site, including all exploratory work donehy the CITYI CONSULTANT on the site or any contiguous site, as well as from information presented by the DraWings and Specifications made part of this Contract, or any other information made available to it prior to receipt of bids. Any failure by the CONTRACTOR to acquaint itself with the available information shall not relieve it from responsibility for estimating properly the difficulty or cost of successfully performing Work The CITY assumes no responsibility for any conclusions or interpretations made by the CONTRACTOR on the basis of the information made available by the CITYI CONSULTANT. Differing Site Conditions: 4.4 The CONTRACTOR shall within forty eight (48) hours of its discovery, and before such conditions are disturbed, notify the CITY in writing, of: 4.4.1 Subsurface or latent physical conditions at the site differing materially from those indicated in the Contract Documents, and 4.4.2 Unknown physical conditions at the site, of an unusual nature, differing materially from those ordinarily encountered and generally inherent in Work of the character provided for in this Contract. The CITY shall promptly investigate the conditions, and if it finds that such conditions do materially differ to the extent as to cause an increase or decrease in the CONTRACTOR'S cost of, or the time required for, performance of any part of the Work under this Contract, an equitable adjustment shall be made and the Contract modified in writing accordingly. 4.5 No claim of the CONTRACTOR under this clause shall be allowed unless the CONTRACTOR has given the notice reqUired in 4.4 above; provided. however, the time prescribed therefore may be extended by the CITY, but only if done in writing signed by the City Manager or the CONSULTANT. co Thomas F. Pcpe, 2011-2013. All rights reserved. 6/18/13 Page 44 of 69 ARTICLE 5 -INSURANCE AlA INSUANCE PROVISION 5.0 The Contractor shall purchase insurance from and shall maintain the insurance with a company or companies lawfully authorized to do business in the State of Florida as will protect the Contractor from claims asset forth below which may arise out of or result from the. Contractor's operations under the Contract and for which the Contractor may be legan/liable, whether such operations be by the Contract()r or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for Whose acts any of them may be liable: 5.0.1 claims under workers' compensation, disability benefit and other similar employee benefit acts 5.0.2 5.0.3 5.0.4 5.0.5 which are applicable to the Work to be performed; claims for damages because of bodily injury, occupational sickness or disease,. or death of the Contractor's employees; claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor's employees; claims for damages insured by usual personal injuryliability coverage; claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting there from; 5.0.6 claims for damages because ofbqdily injury, cl~ath qfa persQn or property damagearisingoutof ownership, maintenance or use ofamotorvehide; 5.0.7 claims for bodily injury or property damage arising()\Jt of completed operatjon~;and 5.0;8 claims involving contracwalliability insurance applicable to the Contractor's obligations under the Contract. Contractors Liability Insurance: 5.1 CONTRACTOR shall provide and maintain in force and effect until aU the Work to be performed under this Contract has been completed and accepted by CITY (or for such duration as is otherwis.e specified hereinafter), the insurance coverage setforth below! . 5.1.1 Worker's Compensation insurance at the statutory amount as to all employees incompliance with the "Workers' Compensation Law" of the State of Florida and all applicable federal laws. In addition, the poHcy{ies) mustlncJude: Employers'Uability at the statutory coverage amount. The CONTRACTOR shaH further insure that all of its Subcontractors maintain appropriate levels of Worker's Compensation Insurance. 5.1.2 Comprehensive General Liability insurance with broad form endorsement, on a Florida approved form including automobile liability, completed operations and products liability, contractual liability, severability of interest with cross liability prOVision, and personal injury and property damage liability with limits of $1 ,000,000 combined single limit per occurrence and$2,000,000aggregate. including: Personal Injury: $1,000,000; . Medical Insurance: $5,000 per' person; Automobile Liability: $ I ,000;000 each accident/occurrence. Excess/Umbrella: $1,000,000 per claim Excess/Umbrella ComprehenSive General Liability insurance shall be written on a Florida approved form with the same coverage as the primary insurance policy but in the amount of $1 ,000,000 per claim. Coverage must be afforded on a form no more restrictive than. the latest edition of the Comprehensive General Liability policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: (a) (b) (c) (d) (e) (1) (g) Premises and Operation Independent Contractors Products and/or Completed Operations Hazard Explosion, Collapse and Underground Hazard Coverage Broad Form Property Damage Broad Form Contractual Coverage applicable to this specific Contract, inciuding any hold harmless and/or indemnification agreement. Personal Injury Coverage with Employee and Contractual Exclusions removed, with minimum limits of coverage equal to those required for Bodily Injur/ Liability and Property Damage Liability. 5.1.3 Business Automobile Liability with minimum limits of One Million Dollars ($1,000,000.00) plus an additional One Million Dollar ($1,000,000.00) umbrella per occurrence combined single limit for Bodily Injury Liabiiity and Property Damage Liability. Coverage must be afforded on a form no more restrictive © Thomas F. Pepc, 2011-2013. All rights reserved. 6/18/13 Page 45 of 69 than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Services Office. and must include: (a) Owned Vehicles. (b) Hired and Non-Owned Vehicles (c) Employers' Non-Ownership 5.2 Before starting the Work, the CONTRACTOR shall file with the CITY and CONSULTANT certificates of such insurance, acceptable to the CITY, the name, address and telephone number of the insurance agent or broker through whom the policy was obtained. The insurer shall be rated A.VII or better per A.M. Best's Key Rating Guide, latest edition and authorized to issue insurance in the State of Florida. All Insurance must remain in full force and effect for the duration of the contract period with the City. The CONTRACTOR must provide not only a "certified copy" ofthe Binderbut also the Policy itself with the name, address and phone number of the agent and agency· procuring the insurance. In addition, the CONTRACTOR shall deliver, at the time of delivery of the insurance. certificate,an endorsement to the policy naming the City as an additional named insured and an endorsement that reqUires the insurer to provide the CITY With notice of modification, lapse, termination or cancellation of the policy twenty (20) days prior to effective date of the rnodification, lapse, termination or cancellation, including cancellation for non~payment of prernium~ The! notification shall be.in writing.andserved by certified mail, with proof of deliver, on the CITY. It shall be the responsibility of the CONTRACTOR as weil as the insurer to notify the City of termination, cancellation, lapse or modification of any insurance coverage or poliCies insuring the CONTRACTOR, Which relate to the activities of such CONTRACTOR and the City of South MiamI. Such notification shall be in writing and served by certified mail, with proof of delivery to the CITY twenty (20) calendar days prior to the rnodification; lapse, termination or cancellation of such coverage or poliCies. This reqUirement shall also be reflec;ted on the Certificate of Insurance. The CITY shall have the option, but not the duty, to pay the unpaid premium and the right to terminate or cancel the policy thereafter without notice to CONTRACTOR or liability to. the City for such cancellation. 5.3 The CONTRACTOR agrees that if any part of the Work underthe Contract is sublet, the subcontract shall contain the same insurance provision as set forth in sect.ion5.1 and 5.2 above and substitUting the word SUBCONTRACTOR for the word CONTRACTOR where applicable. Fire and Extended Coverage Insurance (Builders' Risk): 5,4 In the event that this contract involves the construction of a structure, the CONTRACTOR shall maintain, with an Insurance Company or Insurance Companies acceptable to the CITY, Fire, Extended Coverage and Vandalism & MaliCious Mischief Insurance on buildings and structures, while in the course of construction, including foundations, additions, attachments and all permanent fixtures belonging to and constituting a part of said buildings or structures. The policy or policies shall also cover machinery, if the cost of rnachinery is included in the Contract, or if the machinery located in a building that is being renovated by reason of this contract. The amount of insurance must at all times be at least equal to the actual cash value of the insured property. The policy shall be in the name of the CITY and the CONTRACTOR, as their interest may appear, and shall also cover the interests of ail Subcontractors performing Work. 5.5 The CONTRACTOR shall provide the CITY with satisfactory evidence certifying that the foregoing insurance is in force; and such evidence shall include provisions that the insurance shall not be canceled or materially changed until at least thirty (30) calendar days prior written notice has been given by the insurer to the CITY by certified mail. Cancellation and Re-Insurance: 5.6 If any notice of cancellation of insurance or changed by the insurance company or should any insurance have an expiration date that will occur during the period of this contract, the CONTRACTOR shall be responsible for securing other acceptable insurance prior to such cancellation, change, or expiration so as to provide continuous coverage as specified in this section and so as to maintain coverage during the life of this Contract. S.7 All deductibles must be declared by the CONTRACTOR and must be approved by the CITY. At the option of the CITY, either the CONTRACTOR shaH eliminate or reduce such deductible or the CONTRACTOR shaH procure a Bond, in a form satisfactory to the CITY covering the same. ARTICLE 6 -CONTRACTOR'S RESPONSIBILITIES Supervision and Superintendence: © 1llOmas F. Pepe. 2011-2013. All rights reserved. 6118113 Page 46 of 69 6.1 The CONTRACTOR shall supervise and direct the Work. It shall be solely responsible for the means; methods, techniques, sequences and procedures of construction. The CONTRACTOR shall employ and maintain a qualified supervisor or superintendent (hereinafter referred to as "Supervisor" at the Work site who shaH be designated in writing by the CONTRACTOR, before the CONTRACTOR commences the Work and within the time required by the Contract, as the CONTRACTOR'S representative anne site. The Supervisor 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 Supervisor(s) shall be present at each site at all times as required to perform adequate supervision and cQordimition of the Work. (Copies of written communications given to the SlJpervisor 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 ali times andin good order and annotated to show all changes made during the construction process; These .shall be available to the CONSULTANT and any CITY Representative at all reasonable times; A set of "As~BuHt" 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 andft shall be delivered to the CITY upon completion ohlle Project. Labor. Materials and Equipment: 6~2 The CONTRACTOR. shall provide competent, suitably qualified personnel tolay out .theWork and perform constructicm as required by the Contract Documents. It shaH 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 executiO:n, testing; initial operation and completion of the 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 whleh are normally packaged by the supplier or manufacturer are specified or approved, such materials shall be. delivered to the site in their original packages or containers with seals unbroken and labels intact. 6.5 All materials and equipment shail be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions obhe applicable manufacturer, fabricator. or processors, except as otherwise provided in the Contract Documents. Materials. Equipment, Products and Su!Jstitutions: 6.6 Materials, equipment and products incorporated in the Work must be approved for use before being purchased by the CONTRACTOR. The CONTRACTOR shaH 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 this list has been receiveq and approved by the CONSULTANT. 6.6.1 Whenever a material, article or piece of equipment is identified on the Drawings or Specifications by reference to brand name or catalog number, it shall be understood that this is referenced for the purpose of defining the performance or other salietit requirements and that other products of equal capacities, quality and function shall be considered. The CONTRACTOR may recommend the substitution of a: 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 of the CONSULTANT, such material, article, or piece of equipment is of 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 by the CONTRACTOR without a change in the Contract Price or the Contract Time. 6.6.2 No substitute shall be ordered or installed without the written approva! of the CONSULTANT who shall be the judge of quallty. 6.6.3 Delay caused by obtaining approvals for substitute materials shall not be considered justifiable grounds for an extension of construction time. 6.6.4 Should any Work or materials, equipment or products not conform to requirements of the Drawings and Specifications or become damaged during the progress of the Work, such Work or materials shall be removed and replaced, together with any Work disarranged by such «:') Thomas F. Pepc, 2011-2013. All rights reserved. 6/18/13 Page 47 of 69 alterations, at any time before completion and acceptance of the Project. All such Work shall be done at the expense of the CONTRACTOR. 6.6.5 No materials or supplies for the Work shall be purchased by the CONTRACTOR or any Subcontractor subject to any chattel mortgage or under a conditional sale or other agreement by which an interest is retained by the Seller. The CONTRACTOR warrants that they have good title to, all materials and supplies used by them in the Work. Concerning Subcontractors: 6.7 The CONTRACTOR shall not employ any Subcontractor, against whom the CITY or the CONSULTANT may have reasonable obiection, 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 doingso. 6.8 The 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 CITY or CONSULTANT and any Subcontractor or other person or organization having a direct contract with CONTRACTOR, nor shall it create any obligation on the part of CITY or CONSULTANT to payor to see to payment of any persons due subcontractor or other person or organization, except as may otherwise be required by law. CITY or CONSULTANT may furnish to any Subcontractor 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 dividingthe Work among Subcontractors or delineating the Work performed by any specific trade. 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 CITY. 6.11 All Work performed for the CONTRACTOR by a Subcontractor shall be pursuant to an appropriate agreement between the CONTRACTOR and the Subcontractor. 6.12 . The CONTRACTOR shall be responsible for the coordination of the trades, Subcontractors material and men engaged upon their Work. 6.12.1 The CONTRACTOR shall cause appropriate prOVisions to be inserted in all subcontracts relative to the Work to bind Subcontractors to the CONTRACTOR by the terms of these General Conditions and other Contract Documents insofar as applicable to the Work of Subcontractors,and give the CONTRACTOR the same power as regards to terminating any subcontract that the CITY may exercise over the CONTRACTOR under any provisions of the Contract Documents. 6.12.2 The CITY or CONSULT ANT will not undertake to settle any differences between the CONTRACTOR and their Subcontractors or between Subcontractors. 6.12.3 If in the opinion of the CONSULTANT, any Subcontractor on the Project proves to be incompetent or otherwise unsatisfactory, they shall be promptly replaced by the CONTRACTOR if and when directed by the CONSULTANT in writing. Patent Fees and Royalties: 6. j 3 The CONTRACTOR shall pay all license fees and royalties and assume all costs incident to the 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 CITY 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 of the Work, and shall defend all such claims in connection with any alleged infringement of such 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 do not involve purchase by them of materials, appliances and articles. Permits: 6. ! 5 The CONTRACTOR shall secure and pay for all construction permits and licenses and shall pay for all governmental charges and inspection fees necessary for the prosecution of the Work. which are applicable at the time of his Bid. . ,1) Thomas F. Pepe, 2011-2013. All rights reserved, 6/18/13 Page 48 of 69 When such charges are normally made by the CITY and when so stated in the Special Conditions, ~here will be no. charges to the CONTRACTOR. The CITY shall assist the CONTRACTOR,. when necessary, in optainingsuch permitsandlicenses. The CONTRACTORshal1 also pay all public utility charges. Electrical Power and Lighting: 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 Contr<ictor approved by the CONSUL1'ANT. Lighting shall be provided by the CONTRACTOR in aU spaCes at all times where necessary for good and proper workmanship, for inspection 01' for safety. No temporary power shall be used off temporary lighting lines without specific approval of the CONTRACTOR. Laws and Regulations: . 6.17 The CONTRACTOR shall comply with all notices, laws,ordinances, rules and regulations· applicable to. the Work. If the CONTRACTOR observes that the Specifications or Drawings are at variance therewith, it shallgiv'e the CONSULTANT prompt written notice thereof. and any necessary changes shall be adjusted by an appropriate modification. lithe CONTRACTOR performs any Work knowing it to be contrary to such laws, ordinances, rules and regulations, andwithout such notice to the CONSULTANT, it shall bear all costs arising there from; however, .it shall not b~ its primary responsibility to make .certain that the Drawings and Specifications are in accordance with sut:;h laws, ordinances, rules and regulations. Taxes: 6.18 Cost of all applicable sales, consumer use, and other taXes for which the<CONTRACTOR is liahle under the Contract shail be included in the Contract Price stated by the CONTRACTO~. Safety and Prot§ction: 6.19 The CONTRACTOR shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work; They shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent.clamage, injury.or loss to: 6.20 6,1 9:1 All employees and other persons, who friay be affecteq thereby, 6.19.2 All the Work and all materials or eqUipment to be incorporated therein, whether in storage on or off the site, and 6.193 Other property anhe site or adjacent thereto,lndudingtrees, shrubs; lawns, walkS, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. The CONTRACTOR shall designate a responsible member of their organization at the site whose duty shall. be the prevention of accidents. This person shall be the CONTRACTOR'S Superintendent· unless otherwise designated in writing by the CONTRACTOR to the CITY. Emergencies: 6.21 In emergencies affecting the safety of pers()Os or the Work or property at the sit¢ or adjacent thereto, the CONTRACTOR, without special instruction or authorization from the CONSULTANT or CITY, is obligated to act, at his discretion, to prevent threatened damage, injury or loss. He shall give the CONSULTANT prompt written notice of any significant changes in the Work or deviations from the Contract Documents caused thereby; If the CONTRACTOR believes that additional Work done by him in an emergency which arose from causes beyond his control entitles him to an increase in the Contract Price or an extension of the Contract Time; he may make a claim therefore as provided in Articles I I and 12. Shop Drawings and Samples: 6.22 After checking and verifying all field measurements, the CONTRACTOR shall submit to the CONSULTANT for review, in accordance with the accepted schedule of shop drawing submissions, six (6) copies (or at the CONSULTANT option, one reprodUcible copy) of all Shop Drawings, which shall have been checked by and stamped with the approval of the CONTRACTOR. The Shop DraWings shall be numbered and identified as the CONSULTANT may require. The data shown on the Shop Drawings shall be complete with respect to dimensions, design criteria, materials of construction and the !ike to enable the CONSULTANT to review the information without any unnecessary investigation. 6.23 The CONTRACTOR shaH also submit to the CONSULTANT for review, with such promptness as to cause no delay in Work, all samples reqUired by the Contract Documents. All samples shaH have been checked by and stamped with the approval of the CONTRACTOR, identified dearly as to materia!, manufacturer, any pertinent catalog numbers and the use for which intended. 6.24 At the time of each submission, the CONTRACTOR shall notify the CONSULTANT, in writing, of any deviations between the Shop Drawings or samples and the requirements of the Contract Documents. 6.25 The CONSULTANT shall review with responsible promptness Shop Drawings and Samples, but his review shall be only for conformance with the design concept of the Project and for compliance with the Ii) Thomas F. Pepe, 2011-2013. All rights reserved. 6/181l3 Page 49 of 69 information given in the Contract Documents. The review of a separate item as such will not indicate review of the assembly in which the items functions. The CONTRACTOR shall make any corrections required by the CONSULTANT and shall return the required number of corrected copies of Shop Drawings and resubmit new samples until· the review is satisfactory to. the CONSULTANT. The CONTRACTOR shall notify the CONSULTANT, in writing, of any prior Shop Drawing or revisions to Shop Drawings that are in conflict with each submission or re-submission. The CONTRACTOR'S stamp of approval on any Shop . Drawings or sample shall constitute representation to the CITY and the CONSULTANT that the CONTRACTOR has either determined and/or verified all quantities, dimension, field construction criteria, materials, catalog numbers and similar data or they aSsume full n:lsponsibility for doing so, and that they have reviewed or coordinated each Shop Drawing or sample with the requirements of the Work and the Contract Documents. 6.26 No Work requiring a submittal of a Shop Drawing or sample shall be commenced until the submission has been reviewed and approved in writing by the CONSULTANT; A copy of each Shop Drawing and each approved sample shall be kept in good order, in a book or binder; in chronological order or in such other order required by the CONSULTANT in writing. by the CONTRACTOR at the site and shaH be available to the CONSULTANT. 6.27 The CONSULTANT's review of Shop Drawings or samples shall not relieve the CONTRACTOR from his r~sponsibility for any deviatio.ns from the requirements of the Contract Documents unless the CONTRACTOR has informed the CONSULTANT, in writing, to. each· deviation at the time of submission and the CONSULTANT has given Written approvalt(j the speCific deviation, nor shall any review by the CONSULTANT relieve the CONTRACTOR from respo.nsibility fOf errOrS or omissions in the Shop Drawings or samples. 6.271 The CONTRACTOR shall be liable to the CITY fer any additional cost er delay that is caused by its failure to. netify the CONSULTANT o.f any of said deviatio.ns o.r conflicts between Shop Drawings or due to errors in the Shop Drawings or samples. Cleaning Up: 6.28 The CONTRACTOR shall dean up behind the Work as much as is reasonably po.ssible as the Work progresses. Upon co.mpletion of the Work, and befo.reacceptance o.f final payment for the Project by the CITY, the CONTRACTOR shal! remove all his surplus and discarded materials; excavated material and rubbish as well as all other material and eqUipment that do.es not form a part of the Work, from the property, roadways, sidewalks, parking areas, lawn and all adjacent property;. In addition, the CONTRACTOR shall clean his portion o.f Work involved in any building under this Contract, so that no further cleaning by the CITY is necessary prior to its. occupancy and he shall restere all property, both public and private, which has been disturbed or damaged during the prosecutien of the Work so as to leave the whole Work and Work Site in a neat and presentable condition. 6,29 If the CONTRACTOR do.es not dean the Work site; the CITY may clean the Work Site of the materials referred to in paragraph 628 and charge the cost to. the CONTRACTOR. Public Convenience and Safety; 6.30 The CONTRACTOR shall, at all times, conduct the Werk in such a manner as to insure the least practicable obstruction to public travel. The convenience of the general public and of the residents along and adjacent to the area ef Work shall be provided for in a satisfactory manner, consistent with the operation and lecal conditions. "Street Closed" signs shall be placed immediately adjacent to the Work, in a conspicUOUS position, at such locations as traffic demands. At any time that streets are required to be closed, the CONTRACTOR shail notify law enfercement agencies and in particular, the City of South Miami Police Department, before the street is closed and again as soon as it is opened. Access to fire hydrants and other fire extinguishing equipment shall be provided and maintained at aU times. Sanitary Provisions: 6.31 The CONTRACTOR shall provide on-site office, and necessary toilet facilities, secluded from public observation, for use of all personnel on the Work Site, whether or not in his employ. They shall be kept in a clean and sanitary condition and shall co.mply with the requirements and regulations of the Public Authorities haVing jurisdiction. They shall commit no public nuisance. Temporary field office and sanitary facilities shall be removed upon completion of the Work and the premises shall be left dean. Indemnification: 6.32 Unless prohibited by law, or by the terms o.f applicable and viable insurance poliCies required by the Contract Documents, of a solvent insurer whose policy covers the same matters as described herein, the Contractor shall indemnify and hold harmless the CITY and the CONSULTANT. as well as their agents © Thomas F. Pepe, 2011-2013. All rights reserved. 6/18113 Page 50 of 69 6.33 6.34 6.35 and employees or any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, received or sustainEid by any person or persons during or on account of or arising out of any operations connected with the Work, but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they are liabie. In consideration of the separate sum of One Hundred Dollars ($100.00) or other valuable consideration, CONTRACTOR shall indemnify and hold harmless the CITY and the CONSULTANT from any claim. damage, loss or expense that is caused in partbya party indemnified hereunder, This indemnification provision is cumulative With all other remedies or other indemnification provisions contained in the' Contract DocumentS; In the ,event that any action or proceeding is brought against CITY or CONSULTANT by reason of any such claim or demand, CONTRACTOR, upon· written notice from CITY shall defend such action or proceeding by counsel satisfactory to CITY. The indemnification provided above shall obligate CONTRACTOR to defend at its own expense or to provide for such defense, at CITY'S option, any and all claims of liability and all suits and actions of every name and description that may be brought against CITY or CT3S Engineers Architetts Piartners. excluding only those claims that allege that the injuries arose out of the solehegligence of CITY or CONSULTANT. The obligation~ of the CONTRACTOR under paragraph 6.33shaU not extend to the liability of the CONSULTANT, its agentS or employees arising out of (a) the pr~pa,ration or appro'lal of maps, ;:lrawings, opiniohs,reports, surveys, Change Orders. deSigns o~ specifications or (b) the giving of or the failure to give directions or instructions by the CONSULTANT, itsagentS or employees provided such act or omission is the primary cause of injury or damage. All of the forgoing indemnification prOvisions shall survive the term of the Contract to which these General Conditions are a part. ResponSibility for Connection to Existing Work: 6.35 It shall be the responsibility of the CONTRACTOR to connect its Work to each part of the existing 6.36 Work, existing building or structure 6r Work previously installed as reqUired by the Drawings and Specifications to provide a complete installation. Excavations, grading, fill, storm drainage, paving and any other construction or installations ih rights-of. ways of streets, highways, public carrier lines, utility lines, either aerial, surface or subsurface, etc., shall be done in accordance with requirements of the special conditions. The CITY will· be responsible for obtaining all. permitS necessary for the Work· described in this paragraph 6.36. Upon completion of the Work, CONTRACTOR shall present to CONSULTANT certificates, in triplicate, from the proper authorities, stating that the Work has been done in accordance with their reqUirements. 6.36.1 The CITY will cooperate with the CONTRACTOR in obtaining action from any utilities or public authorities involved in the above reqUirements. 6.36.2 The CONSULT ANT shall be responsible for obtairiing elevations of curbs and gutters, pavement, storm drainage structures, and other it(i!ms which must be established by governmental departments as soon as grading operations· are begun on the site and; in any ease. sufficiently early in the construction period to prevent any adverse effect on the Project Cooperation with Governmental Departments, Public Utilities. Etc.: 6.37 The CONTRACTOR 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 relGcation if the 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 on the Project in order that they may perform their necessary work, and shall pay all charges and fees made by such third parties for their work. 6.37.1 6.37.2 The CONTRACTOR'S attention is called to the fact that there may be delays on the Project due to work to be done by governmental departments, public utilities, and others in repairing or moving poles, conduits, etc. The CONTRACTOR shall cooperate with the above parties in every way possible, so that the construction can be completed in the least possible time. The CONTRACTOR shaH have made itself familiar with ali codes, laws, ordinances. and regulations which in any manner affect those engaged or employed in the Work, or materials and equipment Lise in or upon the Work. or in any way affect the conduct of the Work, and no plea © Tbomas F. Pepc, 2011-2013. All rights reserved. 6/18/13 Page 51 of 69 of misunderstanding will be considered on account of damage or delay caused by his ignorance thereof. Use Premises: 6.38 CONTRACTOR shall confine its apparatus, storage of materials, and operations of its workmen to the limits indicated by law, ordinances, permits and directions of CONSULTANT and CITY, and shall not unnecessarily encumber any part of the site or any areas off site. 6.38.1 CONTp.ACTOR shall not overload or permit any part of any structure to be loaded with 'such weight as will endanger its safety, nor shall it subject any work to stresses or pressures that will endanger it. 6.38.2 CONTRACTOR shall enforce the rules and regulation promulgated by the CONSULTANT and CITY as well as their instructions with regard to signs, advertisements, fires and smoking. 6.38.3 CONTRACTOR shall arrange and cooperate with CITY in routing and parking of automobiles of its employees, subcontractors and other personnel, as well as that of the material delivery trucks and other vehicles that come to the Project site. 6.38,4 The City will designate specific areas on the site for storage; parking, etc. and the job site shall be fenced to protect the job site and the general public. 6.38.5 The CONTRACTOR shall furnish, install and maintain adequate construction office facilities for all w()rkers employecl by it or by its Subcontractors. Temporary offices shall be provided and located where directed and approved by the CONSULTANT. All such facilities shall be furnished in strict accordance with existing governing regulations. Field 9ffices. shall include telephone facilities. Protection of Existing Property Improvements: 6.39 Any existing surface or subsurface improvements, such as pavements, curbs, sidewalks, pipes or utilities, footings. or structures (including portions tnereof), trees and shrubbery, not indicated on the Drawings 9r noted in the Specifications as being removed or altered shall be protected from damage during construction of the Project. Any such improvements damaged during construction of the Project shall be restored at the expense of the CONTRACTOR to a condition equal to that existing anhe time of award of Contract. ARTICLE 7 -WORK BY OTHERS 7. i The CITY may perform additional Work relatecl to the Project or may let other direct contracts therefor which shall contain Genera! Conditions similar to these. The CONTRACTOR shall afford the other contractors who are parties to such direct contracts (or the CITY, if it is performing the additional Work itself). reasonable opportunity for the introduction and storage of materials and equipment and the execution of Work. and shall properly connect and coordinate its Work with theirs. 7.2 If any part of the CONTRACTOR'S Work depends upon proper execution or results of the Work of any other contractor or the CITY, the CONTRACTOR shall promptly report to the CONSULTANT in writing any defects or deficiencies in such Work that render it unsuitable for the CONTRACTOR's Work. 7.3 The CONTRACTOR shall do all cutting. fitting and patching of the Work that may be required to make its several parts come together properly and fit to receive or be received by such other Work. The CONTRACTOR shall not endanger any Work of others by cutting. excavating or otherwise altering their Work and shall only cut or alter their Work with the written consent of the CONSULTANT ahd of the other contractor whose work will be affected. 7.4 If the performance of additional Work by other contractors or the CITY is not noted in the Contract Documents prior to the execution of the Contract, written notice thereof shall be given to the CONTRACTOR prior to starting any such additional Work. If the CONTRACTOR believes that the performance of such additional Work by the CITY or others will cause the CONTRACTOR additional expense or entitles him to an extension of the Contract Time, he may make a claim therefore as provided in Articles II and 12. 7.5 Where practicable, the CONTRACTOR shall build around the work of other separate contractors or shall leave chases. slots and holes as required to receive and to conceal within the general construction Work the work of such other separate contractors as directed by them. Where such chases, slots, etc., are impracticable. the Work shall require specific approval of the CONSULTANT. 7.6 Necessary chases, slots, and holes not built or left by the CONTRACTOR shaH be cut by the separate contractor requiring such alterations after approval of the CONTRACTOR. The CONTRACTOR shall © Thomas F. Pepc, 2011-2013. All rights reserved. 6118113 Page 52 of 69 do all patching and finishing of the work of other contractors where it is cut by them and such patching and finishing shall be at the expense of CONTRACTOR 7.7 Cooperation is required in the use of site facilities and in the detailed executioriof the Work. Each ccmtractorshall coordinate their operation with those of the other Contractors for the best interest of the Work in order to prevent delay in the execution thereof. 7.8 Each of several contractors working on the Project Site shall keep themselves informed of the progress of the work of other contractors. Should lack of progressordefective workmanship on the part of othEli' contractors intetfere with the CONTRACTOR's operations. the CONTRACTOR shall notify the CONSULTANT immediately and in writing. Lack of such notice. to the CONSULTANT shall be construed as acceptance by the CONTRACTOR of the status· of the work of other contractors as being satisfactory for proper coordination. of CONTRACTOR's own Work. 7.9 The cost of extra Work resulting from lack of notice, untimely notice, failure to respond to notice, Defective Work or lack of coordination shall be the CONTRACTOR's cost. ARTICLE 8 -CITY'S RESPONSIBILITIES 8.1 The CITY will issue all communications to the CONTRACTOR through the CONSl)L T ANT; .. 8.2 In cases of termination of employment of the CONSULTANT, theGlTY will ;lppoint a CONSULTANT whose status under the Contract Doci.Jmentsshal! be that of the former CONSULTANT. 8;3 rne CITY shall promptly furnish the data required of them un<lerthe CootractDocuri1ents; 8,4 The CITY'S duties in respect to providing lands and easements are set forth 'in Paragraphs4.1 and 4.2, 8.5 The CITY shall have the right to take possession of and use any completed or partially completed portions of the Work, h0twithstanding the fact that the time forcompletlng the entire Work or any portion thereof may not have expired; but such taking possession and use shall not be deemed an acceptance of any Work not completed in accordance With the Contra<:tDocumentS. ARTICLE 9 -CONSULTANTS' STATUS DURING CONSTRUCTION City'S Representative: 9.1 The CONSULTANT shall be the CITY'S representative during the constructionperiod. The duties and responSibilities and the limitations ofauthority of the CONSULTANT as the CITY'S representative during construction are set forth in Articles I through 16 of these General Conditions and shall not be extended without written consent of the CITY and the CONSULTANT. 9.1. i The CONSULTANT's deCision, in matters relating. to aesthetiCS, shall be final, if within the terms of the Contract Documents. 9.1.2 Except as may be otherwise prOVided in this contract, all claims, counterclaims, disputes and other matters in question between the CITY and the CONSULTANT arising out of or relating to this Contract or the breach thereof, shall be decided in a court of competent jurisdiction within the State of Florida. Visits to Site: 9.2 The CONSULTANT shall prOVide an inspector to make periodic visits to the site at each phase of construction to observe the progress and quality of the executed Work and to determine if the Work is proceeding in accordance with the Contract Documents. His efforts shall be directed toward providing assurance for the CITY and all applicable regulatory agencies that construction is in compliance with the Construction Documents and applicable laws, rules and regulations. On the basis of these on site- observations as an experienced and qualified design professional, he shall keep the CITY informed of the progress of the Work and shall guard the CITY against defects and deficiencies in the Work of CONTRACTOR. Clarifications and Interpretations; 9.3 The CONSULTANT shall issue, with reasonable promptness, such written clarifications or interpretations of the Contract Documents (in the form of Drawings or otherwise) as it may determine necessary, which shaH be consistent with, or reasonably inferable from, the overall intent of the Contract Documents. If the CONTRACTOR seeks an increase in the Contract Price or extension of Contract Time based on a written clarification and/or interpretation it shall be required to submit a timely claim as provided in Articles II and 12. Measurement of Quantities: © Thomas F. Pepe, 2011-2013. All rights reserved. 6/18/13 Page 53 of 69 9.4 All. Work completed under the Contract shall be measured by the CONSULTANT according to the United States Standard Measures. All linear surface measurements shaH be made horizontally or vertically as required by the item measured. Rejecting Defective Work: 9.5 The CONSULTANT shall have authority to disapprove or reject Work that is "Defective Work" as defined in Article I. It shall also have authority to require special inspection or testing of the Work including Work fabricated on or off site, installed or completed as provided. In the event that the CONSULTANT requires testing of completed Work, the cost of such inspections and/or testing shall be approved in writing by the CITY. All consequential cost of such inspections and testing, including but not limited to the cost of testing and inspection, the cost of repairing any of the Work, or the Work of others, the cost to move furniture and equipment and/or the cost to provide alternative facilities until the repair work can be completed, shall paid by the CONTRACTOR ifthe Work is found to be Defective Work Shop Drawings. Change Orders and 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 with the CONSULTANT's responsibilitY for Change Orders see Articles 10, II, ~nd 12. 9.8 In connection with the CONSULTANT responsibilities with respe(:t to the Application for Payment, etc., see Article 14. . Decisions on Disagreements: 9.10 The CONSULTANT shall be the initial interpreter of the Construction. Documents. Limitations on Consultant's Responsibilities: 9.11 The CONSULTANT will not be responsible for the construction means, methods, techniques, sequences or procedures. or the safety precautions and programs incident thereto. 9.12 The CONSULTANT will not be responsible for the acts or omissions of the CONTRACTOR, or any Subcontractors, or any of their agent, servants or employees, or ;my other person performing any of the Work under or through them. ARTICLE 10 -CHANGES IN THE WORK 10.1 Without invalidating the Contract, the CITY may, at any time or from time to time, order additions, deletions or revisions in or to the Work which shall only be authorized by a written Change Orders. Upon receipt of a Change Order, the CONTRACTOR shall proceed with the Work involved. All such Work shail be performed under the applicable conditions of the Contract Documents. If any authorized written Change Order causes an increase or decrease in the Contract Price or an extension or shortening of the Contract Time, an eqUitable adjustment will be made as provided in Article II or Article 12. A written Change Order signed by the CITY MANAGER and the CONTRACTOR indicates their agreement to the terms of the Change Order. All Change Orders shall be certified by the CONSULTANT as to the appropriateness and value of the change in the Work as well as to any change in the time to complete the Work under the circumstances. The failure to include a time extension in the Change Order or in the request for a change order shall result in a waiver of any extension of time due to the change in the work as reflected in the Change Order. 10.2 The CONSULTANT may authorize minor changes or alterations in the Work not involving extra cost and not inconsistent with the overall intent of the Contract Documents without the need for a formal written Change Order provided the CONTRACTOR does not request additional time or additional compensation. These may be accomplished by a written Field Order. If the CONTRACTOR believes that any change or alteration authorized by the CONSULTANT's. Field Order would entitles the CONTRACTOR to an increase in the Contract Price or extension of Contract Time, it must submit a written notice of intent to demand a Change Order within twenty four (24) hours of the issuance of the Field Order and submit a written proposal for Change Order within four (4) days thereafter, otherwise the CONTRACTOR shall be deemed to have waived such claim. 10.3 Additional Work performed by the CONTRACTOR without authorization of a written Change Order shall not entitle it to an increase in the Contract Price or an extension of the Contract Time, except in the case of an emergency as provided in paragraph 6.22 and except as prOVided in paragraph 10.2. 10.4 The CITY will execute appropriate Change Orders prepared by the CONSULTANT covering changes in the Work, to be performed as provided in paragraph 4.4, and Work performed in an emergency as provided in paragraph 6.22 and any other claim of the CONTRACTOR for a change in the Contract Time or the Contract Price which is approved by the CONSULTANT. 10.5 It is the CONTRACTOR'S responsibility to notify its Surety of any changes affecting the general scope of the Work or change in the Contract Price or Contract Time and the amount of the applicable bonds shall © Thomas F. Pepc, 201 1-2013. All rights reserved. 6/181l3 Page 54 of 69 be adjusted accordingly. The CONTRACTOR shall furnish proof of such an adjustment to the CITY before commencement of the Change Order Work. The Work shall be stopped until the. CONTRACTOR provides such proof of adjustment in the Bond amount· and any such delay shall be charged to the CONTRACTOR. ARTICLE II -CHANGE OF CONTRACT PRICE Il.l The Contract Price constitutes the total compensation payable to the CONTRACTOR for Performing the Work. All duties. responsibilities and obligations assigned to or undertaken by the CONTRACTOR shall Pe at its expense without changing the Contract Price. 11.2 The CITY may,at any time, without written notice to the sureties, by written order designated or indicated to Pea Change Order, make any change in the Work within the general scope of the Contract; including but not limited to. changes to or in: . I J .2.1 Specifka~ions (induding drawings and designs); I 1.2.2 Method ormanner of performance of the Work; 11.2.3 ClTY.furnished facilities, equipment,m<lteriafs;services, pr site; or II :LA Acceleration in the performance of the Work. 11.3 Except as provided in this section, or sections referred to in this Section. no order;statemel'lt; or.cQilduct of the CITY shall be treated as a Change Order or entitle the CONTRACTOR to an eqUitable adjustment unless and until the· change in the Work is specifically and expressly provided Tor in a written Change Order, or as otherwise provided in another section ofihe Contract Documents. IlA Wben. a Change Order is issued by the CONSULTANT and signed by the CITY or issued by the CITY in writing, the CONTRACTOR shall perform the. Work even if the CONTRACTOR does not agree With the dollar amountoftheChahge Order. If any Change Order causes an increase or decrease in the CONTRACTOR'S cost of, or the time required for, the performance of any part of the Work under this Contract,for Which the CITY and the CONTRACTOR cannot reach a timely agreement, 'Inequitable adjustment based on the cost of the Work shall be made and the Contract modified <lccordingly. 11.5 If the CONTRACTOR intends to assert a claim for an eqUitable adjustment orcoiltest the equitable adjustment made by the CONSULTANT, it shall, within ten (10) calendar days after receipt of a written Change Order,. submit to the CITY and CONSULTANT a written notice including a statement setting forth the general nature and monetary extent of such claim for eqUitable adjustment, time extension requested and supporting data. ln determining the cost of the Change Order, the costs shall be limited to those listed in section 11.7 and II.S. 11.6 No claim by the CONTRACTOR for an equitable adjustment hereunder shall be allowed if not submitted in accordance with this section or if asserted after final payment under this Contract, 11.7 The value of any Work covered by a Change Order or of any claim for an increase or decrease in the Contract Price shall be determined in one of the follOWing ways: ! ! .7.1 By negotiated lump sum. 11.7.2 On the basis of the reasonable cost and savings that results from the change in the Work plus a mutually agreed upon fee to the CONTRACTOR to cover overhead and profit not to exceed 15%. If the CONTRACTOR disagrees with the CONSULTANTs determination of reasonable costs, the CONTRACT shall provide a list of ail costs together with backup documentation i 1.8 The term cost of the Work means the sum of all direct extra costs necessarily incurred and paid by the CONTRACTOR in the proper performance of the Change Order. Except as otherwise may be agreed to in writing by CITY, such costs shall be in amounts no higher than those prevailing in Miami-Dade County and shall include only the following items: ! 1.8.1 Payroll costs for employees in the direct employ of CONTRACTOR in the performance of the Work described in the Change Order under schedules of job classifications agreed upon by CITY and CONTRACTOR. Payroll costs for employees not employed full time on the Work shaH be apportioned on the basis of their time spent on the Work. Payroll costs shall be limited to: salaries and wages, plus the costs of fringe benefits which shaH include social security contributions, unemployment, excise and payroll taxes, workers' compensation, health and retirement benefits, sick leave, vacation and holiday pay applicable thereto. Such employees shall include superintendents and foremen at the site. The expenses of performing Work after regular working hours, on Sunday or legal holidays shall be included in the above only if authorized by CITY and provided it was not in any way, whether in whole or in part the result of the fault of the CONTRACTOR due to negligence of the CONTRACTOR or those acting by or through him or due in whole or in part to Defective Work of the CONTRACTOR. © lllOmas F. Pepc, 2011-2013. All rights reserved. 6118/13 Page 55 of 69 11.8.2 Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and storage, and manufacturers' field services required in connection therewith. The CONTRACTOR shall notify the CITY of all cash discounts that are available and offer the CITY the opportunity to deposit funds with the CONTRACTOR for the payment for items that offer a discount. Cash discounts shall accrue to CONTRACTOR unless the CONTRACTOR fails to timely notif'j the CITY of the discounts or if the CITY depOSits funds with CONTRACTOR with which to make payments in which cases the cash discounts shall accrue to the CITY. All trade discounts, rebates and refunds, and all returns from sale of surplus materials and equipment shall accrue to CITY, and CONTRACTOR shall make provisions so that they may be obtained. . 11.8.3 Payments made by CONTRACTOR to the Subcontractors for Work performed by Subcontractors. If required by CITY, CONTRACTOR shall obtain competitive .bids from Subcontractors acceptable to him and shall deliver such bids to CITY who will then determine, with the advice of the CONSULTANT, which Bids will be accepted. No subcontract shall be a cost plus contract unless approved in writing by the CITY. If.a Subcontract provides that the Subcontractor is to be paid on the basis of Cost of Work plus a fee, the cOSt of the Work shall be. determined in accqrdance this section / 1.8 and in such case the word "Subcontractor" shall be substituted for the word "CONTRACTOR". I 1.8,4 Rentals of all construction eqUipment and machinery, except hand tools, and the parts thereof whether rented from CONTRACTOR or others in accordance With rental agreements approved by CITY with the advice of CONSULTANT,. and the costs of transportation, loading, unloading, installation; dismantling and removal thereof ~ all in accordance With terms of said rental agreements. The rental of any such equipment, machinery or parts shall cea$e when the use thereof is no longer necessary for the Work, i 1.8.5 Sales, use or similar taXes related to the Work, and for which CONTRACTOR is liabie, Imposed by any governmental authority. 11.8.6 Payments and feedor permits and licehses. Costs for permits and licenses must be shown as a separate item. 11.8.7 The cost of utilities; fuel and sanitary facilitiesatthe site. I L8.8 Minor expenses such as telegrams, long distance telephone calls, telephone serVice at the site, expressage and similar petty cash items ihconnection With the Work, 11.8.9 Cost of premiums for additional Bonds and insurance required solely because of changes in. the Work, not to exceed two percent (2%) of the increase in the Cost of the Work, 11.9 The term Cost of the Work shall NOT include any of the following; 11.9.1 Payroll costs and other compensation of CONTRACTOR'S officers, executives, principals (of partnership and sole proprietorships), general managers, engineers, architects, estimators, lawYers, agents; expediters, timekeepers, clerks and other personnel employed by CONTRACTOR whether at the site or in its principal or a branch office for general administration of the Work and not specifically included in the schedule referred to in Subparagraph 11.5. 11.9.2 Expenses of CONTRACTOR'S principal and branch offices other than its office at the site. I 1.9.3 Any part of CONTRACTOR'S capital expenses, including interest on CONTRACTOR'S capital employed for the Work and charges against CONTRACTOR for delinquent payments. 11.9.4 Cost of premiums for all bonds and for all insurance poiicieswhether or not CONTRACTOR is required by the Contract Documents to purchase and maintain the same (except as otherwise provided in Subparagraph 11.8.9). 11.9.5 Costs due to the negligence of CONTRACTOR, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective work, disposal of materials or eqUipment wrongly supplied and making good any damage to property. 11.9.6 Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly included in Paragraph I 1.8. 11.10 The CONTRACTOR'S fee which shall be allowed to CONTRACTOR for its overhead and profit shall be determined as follows: J 1.10.1 A mutually acceptable firm fixed price; or if none can be agreed upon. I 1.10.2 A mutually acceptable fixed percentage (not to exceed 15%). ! I.! i The amount of credit to be allowed by CONTRACTOR to CITY for any such change which results in a net decrease in cost will be the amount of the actual net decrease in costs calculated in the same manner © Thomas F. Pepe, 2011-2013. All rights reserved. 6/18/13 Page 56 of 69 as provided inl'.S. When both additions and credits are involved in anyone change, the net shall be computed to include overhead and profit, identified separately, for both additions and credit, provided however, the CONTRACTOR shall not be entitled to claim lost profits for any Work not performed. ARTICLE 12 -TIME FOB COMPLETION, LIQUIDATED DAMAGES AND CHANGE OF THE CONTRACT TIME 12.1 Time is of the essence to this contract and the date of beginning and the time for completion of the Work are essential conditions ofthe Contract. Therefore, the Work shall be commenced on the date spedfied in the Notice to Proceed and completed within the time specified forcompletfon of the work. 12.2 The CONTRACTOR shall proceed with the Work at such rate of progress to ensure full completion within the Contract Time. It is expressly understood and agreed, by and between the CONTRACTOR and the CITY, that the Contract Time for the completion of the Work described herein is a reasonable time, taking into consideration the average climatic and economic .conditions and other factors prevailing in the locality of the Work. No extension of time shall be granted due conditions that the Contractor knew of or should have known of before bidding qn the project or due to inclement weather. except as provided in section 12.7. 123 If theCONTRACTORsnaU fail to complete the Work within the Contract Ti:me, or extension of tim(! granted by the CITY, then the CONTRACTOR. shall pay to the CITYthe amountofliquidated damages as specified In the Contract Documents for each calendar day after the scheduled date for completion as adjusted by Written Change Orders that extended the completion date. 12.3.1 These amounts are not penalties but are liqUidated damages incurred by the CITY for its inability to obtain fuil use ofthe Project. liqUidated damages are herebyfixecf and agreed upon betWeen the parties, recognizing the impossibility of precisely ascertaining the amount of damages that will be sustained asa consequence of such delay, and both parties desiring to, obviate any question or dispute concerning the amount of said damages and the cost; and effect ohhe failure of CONTRACTOR to complete the Contract on time. The aboVe-stated liqUidated damages shall apply separately to each phase of the Project for which a time for completion is given; 12.3.2 CITY is authorized to deduct the liquidated damages from monies due to CONTRACTOR for the Work under this Contract. 12.4 The Contract Time may only be changed by a written Change Order; Any claim for an extension in the CONTRACT TIME shall be based on written notice delivered to the CITY and CONSULTANT within five (5) business days of the occurrence of the event giving rise to the claim and stating the general nature of the claim including supporting data. All claims for adjustment in the Contract Time shall be evaluated and recommended by the CONSULTANT, with final approval by the CITY'S representative. Any change in the Contract Time resulting from any such claim shall be incorporated in a written Change Order. 12.5 AI! time limits stated in the Contract 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 to the CONSULTANT for such Drawings. Furthermore, there shall be no monetary compensation for such delay and the CONTRACTOR's sole remedy shall be an extension of time for the period of delay. 12.7 Extensions to the Contract Time for delays caused by the effects of inclement weather shall not be granted unless the weather was unusual for South Florida and could not have been anticipated, the abnormal weather is documented by records from the national weather service and the abnormal weather is documented to have had a substantial affected on the construction 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 then the damages shall be limited to increased cost of materials that were unanticipated and that would not have been incurred but for the delay. Other than as set forth above, the only remedy for any delay shall be limited to an extension of time as provided for in Section 12.4 which shall be the soie and exclusive remedy for such resulting delay. Other than as set forth above, CONTRACTOR shaH not be entitled to an increase in the Contract Price or payment or compensation of any kind from CITY for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to, costs of acceleration or inefficiency, overhead or lost profits, arising because of delay, disruption, interference or hindrance from any cause whatsoever, whether such delay, disruption, interference or hindrance be reasonable or unreasonable, foreseeable or unforeseeable, or avoidable or unavoidable. 12.9 The CONTRACTOR waives all claims that are not presented to the City in writing on or before the 21 st day fonowing the date of the event upon which the claim is based. © Thomas F. Pepc, 2011-2013. All rights reserved. 6118/13 Page 57 of 69 ARTICLE 13 ~ GUARANTEE 13.1 The CONTRACTOR shall guarantee and unconditionally warrant threugh either the manufacturer .or the CONTRACTOR directly, ali materials and equipment furnished and Work perfermed fer patent Defective Work fer a p\?!ried of one (I) year frem the date .of Final Acceptance as indicated in the CONSULTANT Letter .of Recemmendatien .of Acceptance .or frem the date when the defect was first .observable, whichever is later. The same guarantee and uncenditional warranty shall be extend fer five (5) years fremthe date .of Final Acceptance as indicated in the CONSULTANT Letter .of Recemmendatien .of Acceptance fer latent DefectiveWerk. Th\?! CITY will give neticeef observed defects with reasenable premptness. In the event that the CONTRACTOR should fail to commencete cerrect such Defective Werk Within ten (10) calendar days after haVing received written notice Of the defect, .or sheuld the CONTRACTOR commence the corrective werk, but fail te presecute the cerrective werk centinueusly and diligently and in accerdance with the Centract Documents, applicable law, rules and regulatiens, the CITY may declare an event efdefault, terminate the Centract in whele .or in part and cause the Defective Werk t.o be rem.oved .or c.orrected and to cemplete the Werd at the CONTRACTOR's expense, and the CITY shall charge the CONTRACTOR the cest thereby incurred. The Perfermance Bend shall remain in full ferce and effect through the guarantee peried. 13.2 The specific warranty periods listed in the Centract Decuments, if different from the peried eftime listed in Section 13.1, shall tilke precedence over Section 13.1. ARTICLE 14-PAYMENTS AND COMPLETION Paxments to Contracter 14.1 The Centracter shall net be entitled to any money for any work perfermed befere the issuance .of a Netice to Proceed on the fermdescribed in the Centract Decuments and the issuance by the City of a "purchase .order", .or any other decument, dees net and shallnetal.lthorize the cemmencement of the Work. At least ten (10) calendar days befere each progress payment falls .due (but nbt mere .often than .once a menth), the CONTRACTOR shall submit tb the CONSULTANT a partial payment estimate filled .out and signed by the CONTRACTOR covering the Werk performed 'during the period covered by the partial payment estimate and supperted by such data as the CONSULTANT may reasenably require. All pregress payment applications after the first pregress payment shall be accompanied by partial reJeases .of lien ex?cuted by all persons, firms and corporations who have furnished labor. services .or materials incerperated inte the werk during the p?riod of time for which th~ previeus progress payment was made, releasing such claims and lien rights, if any, .of these persons. If payment is requested en the basis .of materials and eqUipment not incerperated in the Werk but delivered and SUitably stored at .or near site, the partial payment estimate shall also be accempanied by such supporting data, satisfactery te the CITY, which establishes the CITY'S title to the material and equipment as well as certificates of insurance providing coverage fer 100% of the value .of said material and equipment coverIng the material and equipment frem all casualties as well as theft, vandalism, fire and f1oed. The CONTRACTOR shall replace at its expense any stered materials paid fer which are either damaged or stolen before installation. The CONSULTANT will within ten (10) calendar days after receipt .of each partial payment estimate, either certifying in writing itsappreval .of payment and present the partial payment estimate to the CITY, or return the partial payment estimate t.o the CONTRACTOR, indicating in writing his reasons for refusing to appreve payment. In the latter case, the CONTRACTOR may make the necessary cerrections and resubmit the partial payment estimate. The CITY, will within thirty (30) calendar days .of presentatien to it of any appreved partial paymerit estimate, pay the CONTRACTOR a progress payment on the basis of the approved partial payment estimate. The CITY shall retain ten (10%) percent .of the amount of each payment until Final Completion and Acceptance .of all \II/ork covered by the Contract Documents. Any interest earned on the retainage shall accrue te the benefit .of the CITY. 14.2 The CONTRACTOR, before it shall receive final payment, shall deliver to the CITY a Centracter's Final Payment Affidavit as set forth in the Florida Censtruction Lien Statute as well as final releases of lien executed by all persens who have performed or furnished laber, services or materials, directly .or indirectly, which was incerperated into the Werk. If any persen refuses to provide such a release or prevides a cenditienal release, the CITY shall have the right te issue a jeint check made payable te the CONTRACTOR and such person. Contracter's Warranty of Title © Thomas F. Pepe, 2011-2013. All rights reserved. 6/18/13 Page 58 of 69 14.3 The CONTRACTOR warrants and guarantees that title to all Work, materials and equipment covered by an Application for Payment whether the Work, material or equipment is incorporated in the Project or not, shall have passed to the CITY prior to the making of the Application for Payment, free and clear of all liens, claims, security interest and encumbrances (hereafter in these General Conditions referred to as "Liens"); and that no Work,. materials or equipment, covered by an Application for Payment, will have been acquired by the CONTRACTOR or by any other person performing the Work at the site or furnishing materials and equipment for the Project, under or pursuant.to an agreement under which an interest therein or encumbrance thereon is retained by the seller or otherwise imposed by the CONTRACTOR or suc;:h other person. Approval of Payment 14.4 The CONSULTNT's approval of any payment requested in an Application for Payment shail con$titute a representation by him.to the CITY, based onthe CONSULTANT's on site observations of the Work in progress as an experienced and qualified design professional and on his I'evh::w of the Applkation for Payment and supporting data, that the Work has progressed to the point indicated in the Application for Paym¢ot; that, to the best his knowledge; inform<\tion and belief, the quality oHhe Work is in accordance with the Contract Documents (subject to aneva!uation of the Work as a functioning Project upon substantia! completion as defined in Article I, to the results of any subsequent tests called for in the Contract Documents and any qualifications stated in his· approval); and that the CONTRACTOR is entitled to payment of the amount approved. However, by approving, any such payment the CONSULTANT shall not thereby be deemed to have represented that he made exhaustive or continuous on-site observations to check.the quality or the quantity oHhe Work. or thathe has reviewed the means, methodS, techniques, sequences and proc¢dures ofconstructton or that he had made any examination to ascertain how odor what purpose the CONTRACTOR has used the moneys paid or to be paid to him on account of the Contract Price, or that title to any Work, materials, or eqUipment has passed to the 14.5 14.6 14.7 CITY free and dear of any liens. . . The CONTRACTOR shall make the following certification on ea¢h requesdor payment: "I hereby certify that the labor and materials listed on this request for payment have been used in the construction of this Work and that all materials included in this request for payment and not yet incorporated into the construction are now on the site or stored at an approved location, and payment received from the last request for payment has been used to make payments to all his Subcontractors and suppliers, except for the amounts listed below beside the names of the persons who performed work or supplied materials". In the event that the CONTRACTOR withholds payment from a Subcontractor or Supplier, the same amount of money shall be withheld from the CONTRACTOR's payment until the issue is resolved by written agreement between them and then a joint check shall be made payable to the person in question and the CONTRACTOR in accordance with the settlement agreement, otherwise the money shall be held by the CITY until a judgment is entered in favor of the CONTRACTOR or the person, in which case the money shall be paid according with said judgment. Nothing contained herein shall indicate an intent to benefit any third persons who are not signatories to the Contract. The CONSULTANT may refuse to approve the whol¢ or any part of any payment if, in its opinion, it is unable to make such representations to the CITY as required this Section 14. It may also refuse to approve any payment, or it may void any prior payment application certification because of subsequently discovered evidence or the results of subsequent inspection· or tests to such extent as may be necessary in its opinion to protect the ClTY from loss because: 14.6.1 of Defective Work, or completed Work has been damaged requiring correction or replacement, 14.6.2 the Work for which payment is requested carinot be verified, 14.6.3 claims of Liens have been filed or received, or there is reasonable evidence indicating the 14.6.4 14.6.5 14.6.6 probable filing or receipt thereof, the Contract Price has been reduced because of modifications, the CITY has correct Defective Work or completed the Work in accordance with Article 13. of unsatisfactory prosecution of the Work, including failure to clean up as reqUired by paragraphs 6.29 and 6.30, 14.6.7 of persistent failure to cooperate with other contractors on the Project and persistent failure to carry out the Work in accordance with the Contract Documents, 14.6.8 of liquidated damages payable by the CONTRACTOR, or 14.6.9 of any other violation of, or failure to comply with provisions of the Contract Documents. Prior to Fina! Acceptance the CITY, with the approval of the CONSULTANT, may use any completed or substantially completed portions of the Work provided such use does not interfere with the © TIJOmas F. Pepc, 2011-2013. All rights reserved. 6/18113 Page 59 of 69 CONTRACTOR's completion of the Work. Such use shall not constitute an acceptance of such portions of the Work. 14.8 The CITY shall have the right to enter the premises for the purpose of doing Work not covered by the Contract Documents. This provision shall not be construed as relieving the CONTRACTOR of the sole responsibility for the care and protection of the Work, or the restoration of any damaged Work except sllchas may be caused by agents or employees of the CITY. 14.9 Upon completion and acceptance of the Work the CONSULTANT shall issue a Certificate attached to the Final Application for Payment that the Work has been accepted by it under the conditions of the Contract Documents. The entire balance found to be due the CONTRACTOR, including the retained percentages, but except such sums as may be lawfully retained by the CITY, shall be paid to the CONTRACTOR within thirty (30) calendar days of completion and acceptance of the Work. 14.10 Upon The awarded CONTRACTOR will be strongly encouraged to register as an ePayables Vendor with the City, The Bank of AmericaePayables Solution is an automated card payment process that shifts accounts payable disbursements to corporate purchasing cards. ePayables, streamline tneprocess of making payments to your organization going forward, the City will provide the CONTRACTOR with a . creditcardaccoul1tnllmber to keep on file. This card has unique security features, with $0 of available fUl1ds until an invoice is approved for payment. After ~n invoice has received proper and complete approval, ali electronic remittance advice will be sent via e-mail. or fax, which notifies the CONTRACTOR that the funds have been transferred in to the account linked to the card forthe amount listed on the invoke and/or remittance email. Please refer to theePayables. Questions & Answers Form contained in thisRFP or contact the CITY's Finance department at (305) 663·6343 with any questions. Acceptance of Final Payment as Release 14.11 The Acceptance by the CONTRACTOR of Final Payment shall be and shall operate as a release to the CITY and a waiver of all claims and all liability to the CONTRACTOR other than claims previously filed and unresolved. The waiver shall include all things done or furnished in connection with the Work and for every act and neglect of the CITY and others relating to or arising out of this Work Any payment, however, final or otherwise, shall not release the CONTRACTOR or its sureties from any obligations under the Contract Documents or the Performance Bond and Payment Bonds. 14.12 The CONSULTANT may void any certification of Substantial Completion or Final Completion of the Work as may be necessary in his opinion to protect the CITY from loss ifhe determines, because of subsequently discovered evidence or the results of subsequent inspection or tests, that: 14.12.1 the Work is defective, or that the completed Work has been damaged due to the fault of the CONTRACTOR or any individual or entity operating under or through it . requiring correction or replacement to the extent that the project is no longer Substantially Completed, or in the case of Final Completion certification, is no longer Finally Competed. 14.12.2 the Work necessary to be completed for the purpose of certifying the work as being Substantially Completed or Finally Completed cannot be verified, 14.12.3 claims or Liens have been flied or received, or there is reasonable evidence indicating the probable filing or receipt thereof that, if valid and paid, would reduce the amount owing to the CONTRACTOR BY 20% in the case of Substantial Completion and 5% in the case of Final Completion. 14.! 2.5 there IS Defective Work the value of which, if deducted from the contract price would reduce the amount owing to the CONTRACTOR BY 20% in the case of Substantial Completion and 5% in the case of Final Completion. ARTICLE 15 -SUSPENSION OF WORK AND TERMINATION 15.1 The CITY may, at any time and without cause, suspend the Work or any portion thereof for a period of not more than ninety (90) calendar days by notice in writing to the CONTRACTOR and the CONSULTANT, which shall fix the date on which Work shall be resumed. The CONTRACTOR shall be allowed an increase in the Contract Price or an extension of the Contract Time, or both, directly attributable to any suspension and if a claim is timely made and if it is allowed under the terms of Articles I I or Article 12. City May Terminate 15.2 If the CONTRACTOR is adjudged bankrupt or insolvent, or if he makes a general assignment for the benefit of its creditors, or if a trustee or receiver is appointed for the CONTRACTOR or for any its © 1110mas F. Pepe, 2011-2013. All rights reserved. 6/18113 Page 60 of 69 property, or if he files a petition to take advantage of any debtor's act; orto reorganize under bankruptcy or similar laws, or if he repeatedly fails to supply sufficient skilled workmen or suitable materials or equipment, or if he repeatedly fails to make prompt payments to Subcontractors or for labor, materials or equipment or he disregards laws. ordinances, rules, regulations or orders of any public body n<J.ving jurisdiction, or if he disregards the authority of the CONSULTANT, or if he otherwise violates any provision of, the Contract Documents, then the CITY may, without prejudice to any other right or remedy and after giving the CONTRACTOR and the Surety seven (7) calendar days written notice, terminate the services of the CONTRACTOR and take possession of the Project and of ail materials, equipment, tools. construction equipment and machinery thereon owned, by the CONTRACTOR, and finish the Work by whatever method it may deem expedient. lnsuchi:ase the CONTRACTOR shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the Contract Price exceeds the direct and indirect costs of completing the Project, including compensation for ~ddjtional professional·servkes, such . excess. shall. be paid to theCONTRACTOR~ If suth ·CO$ts exceed·such unpaid balance, the CONT!V'.CTOR or the·Surety on the Performance Bond shall pay the difference to the CITY. Such costs incurred by the CITY shall be determined by the CONSULTANT and incorporated in a: Change Order. lfafter termination of the CONTRACTOR under this Section. it)s de.termined by a coUrt of competent jurisdiction for any reason that the CONTRACTOR was not in default;the fights and obligations of the CITY and the CONTRACTOR shall be the same as ·If the termination had been issued pursuant to Section 15.5 15.3 Where. the CONTRACTOR'S services have been· so terminated by the CITY said termination shall not affect any rights of the CITY against the CONTRACTOR then existing or which may thereafter accrue. Any retention or paymentef moneys by the CITY due the CONTRACTOR shall not release the CONTRACTOR from liability; 15.4 Upon seven (7) calendar dayswrittennotice to the CONTRACTOR and the CONSULTANT, the} CITY may, without cause and 'Nithout prejudice to anyotherright or remedy, elect to terminate the Contract for the convenience of the CITY. In such case, the CONTRACTOR shall be paid for all Work executed arid accepted by the CITY as of the date of the termination, minus any deduction for damage or Defective Work. No payment shall be made for profit for Work which has not bei:ln performed. Removalof Equipment 15.5 In the case of termination of this Contract before completion for any cause whatever, the CONTRACTOR, if notified to do so by the CITY, shall promptly remove any part. or all of its equipment and supplies from the property of the CITY. Should the CONTRACTOR not remove such eqUipment and supplies, the CITY shall have the right to remove them at the expense of the CONTRACTOR and the CONTRACTOR agrees that the CITY shall not be liable for loss or damage to such eqUipment or supplies. EqUipment and supplies shall not be construed to. include such items for which the CONTRACTOR has been paid in whole or in part. Cont;r.q.~tor May StoD Work or Terminate 15.6 If, through no actor fault of the CONTRACTOR, the Work is suspended for a period of more than ninety (90) calendar days by the CiTY or by order of other public authority, or under an order of court or the CONSULTANT fails to act on any Application for Payment within thirty (30) calendar days after it is submitted. or the CITY fails to pay the CONTRACTOR any sumapproved.by the CONSULTANT, within thirty (30) calendar days of its approval, and presentation, thEm the CONTRACTOR may; upon twenty (20) calendar days written notice to the CITY and the CONSULTANT, terminate the Contract. The CITY may remedy the delay or neglect within the twenty (20) calendar day time frame. If timely remedied by the CITY the Contract shall not be considered terminated. In lieu of terminating the Contract, if the CONSULTANT has failed to act on an Application for Payment or the CITY has failed to make any payment as afore said, the CONTRACTOR may upon ten (10) calendar days' notice to the CITY and the CONSULTANT stop the Work until it has been paid all amounts then due. Indemnification of Consultant. 15.7 The CONTRACTOR and the CITY hereby acknowledges that the CONSULTANT may be reluctant to rule on any disputes concerning the Contract Documents or on the performance of the CONTRACTOR or the CiTY pursuant to the terms of the Contract Documents. Therefore, the CITY or the CONTRACTOR, at the CONSULTANT's request, agree to provide the CONSULTANT with a written indemnification and hold harmless agreement to indemnify and hold the CONSULTANT harmless before the CONSULTANT makes an interpretation, de-certifies a payment application, decertifies Substantial Completion, decertifies Final Completion, certifies an event of default, or approves any action which reqUires the approval of the CONSULTANT. © Thomas F. Pepc, 20 J 1-2013. All righ ts reserved. 6/18/13 Page 61 of 69 ARTICLE 16 -MISCELLANEOUS 16.1 Whenever any provision of the Contract Documents requires the giving of written notice it shall be deemed to have been validly given if delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or if delivered at or sent by registered or certified mail, postage prepaid, to the last known business address. 16.2 The Contract Documents shall remain the property of the CITY. The CONTRACTOR and the CONSULTANT shall have the right to keep one record set of the Contract Documents upon completion of the Project. 16.3 The duties and obligations imposed by these Genera! Conditions, Special Conditions and Supplemental Conditions, if any, and the rights and remedies available hereunder, and, in. particular but without limitation, the warranties, guarantees and obligations imposed upon CONTRACTOR by the Contract Documents and the rights and remedies available to the CITY and CONSULTANT thereunder, shall ~e in addition to, and shall not be construed in any way as a limitation of, any rights and remedies available by law, by special guarantee or: by other provisions of the Contract Documents. 16.4 Should the CITY or the CONTRACTOR suffer injury or damage to its person or property because of any error, omission, or act of the other or of any of their employees or agents or others for whose acts they are legally liable, claim shall be made in writing to the other party within twenty one (21) calendar days of the first observance of such injury or damage. ARTICLE 17 -WAIVER OF JURY TRIAL 17.1 CITY and CONTRACTOR knowingly, irrevocably voluntarily and intentionally waive any right either may have to atrial by jury in State or Federal Court proceedings in respect to any action, proceeding, lawsuit or counterclaim arising out of the Contract Documents or the performance of the Work thereunder. ARTiCLE 18 -ATTORNEYS FEES IURISDICTION I VENUE I GOVERNING LAW 18.1 The Contract shall be construed in accordance With and governed by the law of the State of Florida. 18.2 The parties· submit to the jurisdiction of any court of competent jurisdiction in Florida regarding any claim or action arising out of or relating to the Contract or Contract Documents. Venue of any action to enforce the Contract shall be in Miami-Dade County, Florida. 18.3 If either the CITY or CONTRACTOR seeks to enforce the terms of the Contract by court proceedings, the prevailing party shall be entitled to recover all such costs and expenses, including, but not limited tOj court costs, and reasonable attorney's fees. . 18,4 Except as may be otherwise provided in the Contract DocumentS, all claims, counterclaims, disputes and other matters in question between the CITY and the CONTRACTOR arising out of or relating to this Contract or the breach thereof, shall be decided in a court of competent jurisdiction within the State of Florida. ARTICLE 19· PROIECT RECORDS 19.! The CITY shall have right to inspect and copy during regular business hours at CITY'S expense, the books and records and accounts of CONTRACTOR which relate in any way to the Project, and to any claim for additional compensation made by CONTRACTOR, and to conduct an audit of the financial and accounting records of CONTRACTOR which relate to the Project. CONTRACTOR shal! retain and make available to CITY all such books and records and accounts, financial or otherwise, which relate to the Project and to any claim for a period of three (3) years following final completion of the Project. During the Project and the three (3) year period follOWing final completion of the Project, CONTRACTOR shall provide CITY access to its books and records upon five (5) business day's written notice. ARTICLE 20 -SEVERABILITY 20. I If any provision of the Contract or the application thereof to any person or situation shaH to any extent, be held invalid or unenforceable, the remainder of the Contract, and the application of such provisions to © Thomas F. Pepc, 2011-2013. All rights reserved. 6/18/13 Page 62 of 69 persons or situations other than those as to which it shall have been held invalid or unenforceable shall not be affected thereby, and shall continue in full force and effect, and be enforced to the fullest extent permitted by law. ARTICLE '2 i-iNDEPENDENT CONTRACTOR 21.1 The CONTRACTOR is an independent CONTRACTOR under the· Contract. Services provided by the CONTRACTOR shall be by employees of the CONTRACTOR and subject: to supervision. by the CONTRACTOR, and not as officers, employees, or agents of the CITY. Personnel policies, tax responsibilities, sodal security and health insurance, employee benefits, purchasing policies and other similar administrative procedures, applicable to services rendered under the Contract shall be those of the CONTRACTOR. .. IN WITNESS WHEREOF, the parties hereto have executed the Genera! Conditions to acknowledge their inclusion as part of the Contract Documents on this __ day of , 20----, WITNESSES: CONTRACTOR: Signature: __________ _ Nam~ _________________ ___ Title: _____________ _ AUTHENTICATION: OWNER: CITY OF SOUTH MIAMI Signature: ________ ~ ____ _ Maria Menendez CityC!erk Read and Approved as to Form, Language, Legality, and Execution Thereof: Signature: ___________ _ City Attorney © Thomas F. Pepe, 2011-2013. All rights resclYcd. 6/18/13 Signature: ______ ~_--' _________ _ Steven Alexander. City Manager Page 63 of 69 Supplementary Conditions RFP Bus Shelters Phase 2 A Consultant: In accordance with ARTICLE I of the General Conditions CONSULTANT isdeflned as the PrinCipal Consultant, Civil Engineer of Record, and/or City Engineer and the CONSULTANTs name, address. telephone number and facsimile number is as follows: G. Batista & Assoc. , 10400 Griffin Road, SUite 20 I Fort Lauderdale, Florida 33328 B. Supplemental Definition: Work that is unsatisfactory, faulty, or deficient shall mean work that does not conform to the Contract DocumentS, or does not meet the requirements of any applicab!e inspection; reference standard, test, or approval referred to in the Contract Documents, or has been damaged prior to Engineer's recommendation of fin a! payment (unless responsibility for the protection thereofhas been assumed in writing by CITY). C. Termination or Substitution: Nothing herein shall prevent the CITY from terminating the services of the CONSULTANT or from substituting another "person" as defined in Article I. D. Disputes: If any dispute concerning a question of fact arises under the Contract, other than termination for default or convenience, the CONTRACTOR and the City department responsible for the administration of the Contract shall make a good faith effort to resolve the dispute. If the dispute cannot be resolved by agreement, then the department With the advice of the City Attorney shall rule on the disputed issue and send a written copy of its decision to the CONTRACTOR, which shall be binding on both parties. E. Non-conformance to Contract: The City of South Miami may withhold acceptance of, or reject items which are found upon examination, not to meet the specification requirements. Upon written notification of rejection, items shall be removed within five (5) business days by the CONTRACTOR at his own expense and redelivered at his expense. Rejected goods left longer than thirty (30) calendar days shall be regarded as abandoned and the City shall have the right to dispose of them as its own property and the CONTRACTOR thereby waives any claim to the good or to compensation of any kind. Rejection for non-conformance or failure to meet delivery schedules may result in the Contract being found in default F. Default Provision: In case of default by the CONTRACTOR. the City of South Miami may procure the articles or services from other sources and hold the CONTRACTOR responsible for any excess costs occasioned or incurred thereby © Thomas F. Pepc, 2011-2013. All rights reserved, 6/l8/J3 Page 64 of 69 G. Indemnification: The CO NT ACTOR shall iridemnify, save harmless, and defend the City of South Miami, its officers, agents and employees from and against any claims, demands or causes of action of whatsoever kind or nature arising out of error, omission, negligent act, conduct, or misconduct of the CONTRACTOR, its agents. ser/ants or employees in the provision of goods or the performance of services pursuant to the Contract and/orfrom any procurement decision of the CITY including without limitation, awarding the Contract to the CONTRACTOR. H. Secondary/Other Contractors: The CITY reserves the right in the event the CONTRACTOR cannot provide anitem(s) or service(s) in a timely manner as requested, to obtain the goodand/or services from other sources and deductirig the costfrom the Contract Price without violating the intent of the Contract. . I. Assignment: The CONTRACTQR shall nottransfer or assign the performance required by the Contract without prior written consent of the City Manager: CONTRACTOR shall not assign or transfer its rights under this Agreement without the express written consent of the City; The CONTRACTOR shall not assign any of its duties, obligations and responsibilities. The City will not unreasonably Withhold and/or deJayits consent to the assignment ohhe CONTRACTOR's rights. The City may, jnits sole discretion, allow the CONTRACtOR to assign its. duties, obligations and responsibilities provided the assignee meets all of the City's requirements to theCitis sole satisfaction; executes all ohhe Contract Documents that were required to be executed by the CONTRACTOR and provided the CONTRACTOR remains jointly and severally liable for any breach olthe Agreement by the assignee. J. Plans for Construction: The successful Bidder will be furnished four sets of Contract Documents without charge. Any additional copies required will be furnished to the Bidder at a cost to the Bidder equal to the reproduction cost. K. Warranty/Guarantee: CONTRACTOR. shall act as agent, on a limited basis for the City, solely for the follow-upconcerningwarranty compliance for all items under manufacturer's Warranty/Guaranteeand for the purpose of completing all forms for Warranty/Guarantee coverage under this Contract. IN WITNESS WHEREOF, the parties hereto have executed the Supplementary Conditions to acknowledge their inclusion as part of the Contract on this _. __ day of , 20----, WITNESSES: AUTHENTICATION: Signature: __________ _ Maria Menendez City Clerk Read and Approved as to Form, Language, Legality, and Execution Thereof: Signature: ___________ _ City Attorney © lllOmas F. Pcpe, 2011-2013. All rights reserved. 6/18/13 CONTRACTOR: Signature: Name: Title: OVVNER: Signature: CITY OF SOUTH MIAMI Steven Alexander City Manager Page 65 of 69 © Thomas F. Pepc, 2011-2013. All rights reserved. 6/18/13 Page 66 of 69 RESOLUTION. NO. 176-13-13994 A Resolution authorizing the City Manager to execute a construction contract with Sanchez Arango Construction CO. in the amount of $37,440 for construction of two bus shelters to be charged to the People's Transportation Tax Fund account 124-1730-541-6490. WHEREAS, the Mayor and City Commission wishes to continue to construct bus shelters throughout the different bus stops within the City; and ~WHEREAS, the City advertised a Request for Proposal #C2013-07 to solicit proposal for the construction of the bus shelters and a total of 12 firms submitted proposal; and . WHEREAS, the following firms submitted their proposals for the construction of the bus shelters; and Sanchez Arango Construction Co. Regosa Engineering Services C & I Construction, Corp. -Atlas Contractors, Corp. -Tequesta Construction Services Group, Inc. Hartzell Construction, Inc. RP. Utility & Excavation Corp. Pontifex Construction Group -Action Construction, Corp RPM General Contractors, Inc. Remediation Group, Inc. $ 37,440 $ 58,660 $ 64,000 $ 65,800 $ 69,284 $ 71,043 $ 73,550 $ 73,980.77 $ 87,101 $ 89,950 $103,792 WHEREAS, after a review of all proposals submitted, staff determined that Sanchez Arango Construction Co. is the lowest, most responsive and responsible bidder; and WHEREAS, it is the desire of the Commission to approve Sanchez Arango Construction Co. to construct two bus shelters for an amount not to exceed $37,440; and NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA: Section 1: The City Manager is hereby authorized to execute a construction contract with Sanchez Arango Construction Co. for the construction of two bus shelters for an amount not to exceed $37,440. Section 2. The expenditure is charged to People's Transportation Plan Account 124-1730-541-6490 with an account balance of $744,000. Section 3: If any section clause, sentence, or phrase of this resolution is for any reason held invalid or unconstitutional by a court of competent jurisdiction, the holding shall not affect the validity of the remaining portions of this resolution. Pg. 2 of Res. No. 176-13-13994 Section 4. This resolution shall become effective immediately upon approval by the City Commission. PASSED AND ADOPTED this 20tl).day of August ,2013. ATTEST: ~au CLRK ~ READ AND A~j;-I5OVED AS TO FORM, COMMISSION VOTE: 5-0 LANGUAGE1~ -GAll ./ EXEC THERE F Mayor Stoddard: Yea /'...-;/ Vice Mayor Liebman: Yea ,/ ;7! Commissioner Newman: Yea . I Commissioner Harris: Yea Commissioner Welsh: Yea TO: FROM: DATE: " City of South Miami PUBLIC WORKS & ENGINEERING DEPARTMENT 4795 SW 75 th Avenue Miami, FL 33155 Tel. (305) 663-6350 Fax (305) 668-7208 Steven Alexander, City Manager Jorge l. Vera, Capital Improvement Project Manager August20,2013 South Miami bOd rOlf 2001 q Resolution: A Resolution authorizing the City Manager to execute a construction contract with Sanchez Arango Construction CO. in the amount of $37,440 for construction of two bus shelters to be charged to the People's Transportation Tax Fund account 124-1730-541- 6490. Background: For the last couple of years bus shelters have been constructed throughout the City. As part of this ongoing project the City is looking to construct two additional bus shelters. The project consists of furnishing labor, materials, tools, equipment, machinery, superintendence and all services necessary for the complete construction of the proposed bus shelters. The locations were chosen based on existing bus route stops and pedestrian volume The proposed bus shelters are designated to be located at the following locations: 1. Along the north side of Sunset Drive, east of SW 58th Avenue. The bus shelter will be placed in front of the CVS Pharmacy. This is a heavy pedestrian traffic area, as it is in the downtown area and close to Sunset Place. 2. Along the east side of SW 59th Place, south of SW 64th Street. This location is by the Post Office, and faces a multi resident apartment building (Valencia South Miami Apartment Rentals). The City solicited and received quotes from qualified contractors to construct the bus shelters. Staff evaluated the quotes and checked references. Staff determined that Sanchez Arango Construction Co. having performed numerous bus sheller projects in other municipalities such as Village of Bal Harbor, Miami Gardens, City of Tampa (HART) and FDOT submitted the most comprehensive and cost effective proposal. In addition, the contractor fabricates all the steel components of the structure thereby providing a tremendous cost saving to the City. Furthermore, each municipality shall apply 20% of its share of PTP surtax proceeds towards transit, such as bus service, bus pullout bays, shelters, and any other transit- related infrastructure. In an effort to remain compliant with People's Transportation Program, the City must use 20% of the received funding for direct transits which includes the construction and installation of the bus shelters, The attached proposal is for the City for Commission approval in an amount not to exceed $37,440. Expense: Contract amount not to exceed $37,440. Account: The expenditure shall be charged to the People's Transportation Fund account number 124-1730-541-6490, with a balance of $744,000. Attachments: Proposed Resolution Bid Opening ReportJ Contractor Bid Form Contract Sunbiz Ci of South • • laml Request for Proposal for Bus Shelters Phase 2 RFP # C2013-07 Submittal Due Date: Friday, July 26, 2013 at 10 A.M .. CITY COMMISSION Mayor: Philip K. Stoddard, PhD Josh Liebman Vice Mayor: Commissioner: Commissioner: Commissioner: Valerie Newman Walter Harris Bob Welsh CHARTERED OFFICIALS City Manager: Steven Alexander City Attorney: City Clerk: tpepe02-18-! 3 Thomas Pepe, Esq. MariaM. Menendez, CMC Capital Improvement Project Manager: Jorge L Vera Capita! Improvements Program City of South Miami "Excellence, Integrity and !nclusion" Page! of 69 South Miami 20111 CITY OF SOUTH MIAMI Bus Shelters Phase 2 RFP #C20 13-07 The City of SOllth Miami, Florida (hereinafter referred to as "CSM j ,)· through its chief executive officer (City Manager) hereby solicits sealed proposals responsive to the City's request (hereinafter referred to as "Request for Proposals" or"RFP"). Allreferences in this Solicitation (also referred to as an "Invitation for Proposals'') to "City" shaH be a reference to the City Manager, or the manager's designee, for the City of South Miami unless otherWise spl;lcifically defined. The City is hereby requesting sealed proposals in response to this lRlFP #C20 13-07 titled "Bus Shelters. Phase 2/' The purpose of this RFP is to contract the services necessary to the complete the. construction of the proposed bus shelters in accordancewitll' the plans prepared by G. Batista &: Associates (hereinafter referred to as "the Project" or "Project") . Interested persons who wish to respond to this RFP can obtain the complete RFP package aethe City Clerk's office. Monday through Friday from 9:00 AM. to. 4:00 P.M. or by accessing the following webpage: http://www.southmhlmifl.gov! which is the City of South Miami's web address for solicitation information. Proposals are subject to the Standard Terms and Conditions contained in the complete RFP Package, including all documents included with the RFP. The Proposal Package shall consiSt of one (I) original unbound proposal, two (2)additional copies and one <I) digital (or comparable medium including Flash Drive, DVD or CD) copy all of which shall be delivered to the Office of the City Clerk located at South Miami City Hall, 6130 Sunset Drive, South Miami, Florida 33143. The entire Proposal Package shall be enclosed in a sealed envelope or container and shall have the follOWing Envelope Information dearly printed or written on the exterior of the envelope or container in which the sealed proposal is delivered: the title of this RFP, as follows Bus Shelters Phase 2, lRlFP # C20 13.07 and the name of the Proposer (also referred to as "Respondent"). Special envelopes such as those provided by UPS or Federal Express will not be opened unless they contain the reqUired Envelope Information on the front or back of the envelope. Sealed Proposals must be received by Office of the City Clerk, either by mail or hand delivery, no later than 10 A.M, local time on friday, July 26, 20 i 3. A public opening will take place at to AM. on the same date in the City Commission Chambers located at City Hall, 6130 Sunset Drive, South Miami 33 143. Any Proposal received after lOAM. local time on said date will not be accepted under any circumstances. Any uncertainty regarding the time a Proposal is received will be resolved against the person submitting the. proposal and in favor of the Clerk's receipt stamp. A Mandatory Pre.Proposai Meeting will be conducted at City Hall in the Commission Chambers on friday, July J 9. 2013 at ! 0:00 A.M. The meeting shall be held regardless of weather conditions. However, any requests for additional information or questions must be in writing, emailed by 10 A.M, local time on Wednesday, July 24, 21:113 to the attention of Mr, Steven Kulick, Purchasing Manager at skulick@southmiamifl.gov. Proposals are subject to the terms, conditions and provisions of this letter as well as to those provisions, terms, conditions,affidavits and documents contained in this RFP Package. The City reserves the right to award the Project to the person with the lowest, most responsive, responsible Proposal, as determined by the City, subject to the right of the City, or the City Commission, to reject any and all proposals, and the right of the City to waive any irregularity in the Proposals or RFP procedure and subject also to the right of the City to award the Project, and execute a contract with a Respondent or Respondents, other than to one who provided the lowest Proposal Price. tpepe02-j 8-13 1'1aria M. Menendez, CMC City Clerk City of South Miami Page 2 of 69 SCOPE Of SERV~CES I. SCOPE Of SERVICES The project consists of furnishing of all labor, materials, tools. equipment, machinery. superintendence and services necessary for the complete in place construction of bus shelters at tNo/O different locations. The proposed construction project is located on the NE corner of Sunset and SW 58 Avenue and at the SE corner of SW 59 PI. and SW 69 St. 2. PLANS AND SP·EClfICATIONS The proposed project is to be estimated and constructed in accordance with plans, refer to Exhibit #1 and Exhibit #'1., entitled 'Bus Shelter South Miami. prepared by G. Batista &: Associates dated 611 O/ll. There are two different locations for the bus shelters: " Exhibitgl: NE corner of Sunset and SW58 Avenljeand; " Exhibit#'1.: The SE corner ofSW 59ft and SW 69 St. 3. PROJECT DURATION The current estimate to complete construction of the project is 120 days from issuance of Notice to Proceed. This is an estimate and the pUblic bidding process will determine the actual construction cost. A Performance and Payment Bond is reqUired for the full amount of the project END OF SECTION tpepe02-! 8-13 Page 3 of 69 INSTRUCTIONS for RESPONDENT Bus Shelters Phase 2 IT IS THE RESPONSIBILITY OF THE RESf:iONDENT TO THE SOLICITATION TO ENSURE THAT THE RESPONSE TO THE SOLICITATION (HEREINAFTER ALSO REFERRED TO AS THE "PROPOSAL" THROUGHOUT THE CONTRACT DOCUMENTS) REACHES THE CITY CLERK ON OR BEFORE THE CLOSING HOUR, AND DATE STATED ON THE RFP FORM. I. Purpose of RFP. The City of South Miami is requesting. proposals for the lowest <lnd most responsive price for Bus Shelters Phase 2. The City reserves the right· to award the contract to the Respondent whose proposal is found to be in the best interests of the City. 2. Qualification of Proposing Firm. Response submittals to this. RFP will be considered from firms normally engaged In providing the services requested. The proposing firm must demonstrate adeqllate experience, organization, offices, equipment and personnel to ensure prompt and efficient service to the City of South Miami. The City reserves the right, before recommending any award, to inspect the offices and organization or to ,take any other action necessary to determine ability to perform in accordance with the specifications, term$ and conditions. The City'of South Miarriivyill determine whether the evidenceofabilityto.perform is satisfactory and reserves thE! right to reject all rEillponse s\.Ibmittais to. thisRFP where evidence submitted, or . hwestigation andevaiuation, indicates in~bility of a firm to. perform. 3, Deviations from Specifications. The .awarded firm shall dearly indicate, as applicable, an i\reas· in which the services proposed do not fully comply with the requirements of this RFP. The decision as to whether an item fullywmplies with the stated requirements rests solely vvith the City of South t·11ami. 4. DeSignated Contact. The awarded firm shall appoint a person to act asa primary contact with the City of South Miami; This person or back-up shall be readily available during normal work hours by phone, email, or in person, and s.hall be knowledgeable of the terms of the contract. S. Precedence of Conditions. The proposing firm, by virtue of submitting a response, agrees that City's General Provisions, Terms and Conditions herein will take precedence over any terms and conditions submitted with the response, either appearing separately as an attachment or included within the Proposal. In the eventof a conflict between documents the fonoWing order of precedence shall apply, unless otherwise specified 1n the Contract or General Conditions to the Contract, and the conflicting doc\.Iment foundahove the other conflicting. document or documents in the list shall take precedence over the· documents in the. list found below it: a) Attachments/Exhibits to Special or supplemental conditions to Contract b) Special or supplemental conditions to Contract c) AttachmentJExhibits to Contract d) Contract e) General Conditions to Contract f) Addenda to RFP g) Attachments/Exhibits to RFP h) RFP i) Proposal 6. Response Withdrawal. After Proposals are opened. corrections or modifications to Proposals are not permitted, but the proposing firm may be permitted to withdraw an erroneous Proposal prior to the confirmation of the proposal award by City Commission. if the following is established: a) The proposing firm acted in good faith in submitting the response; b) The error was not the result of gross negligence or willful inattention on the part of the firm; c) The. errOr was discovered and communicated to the City within twenty-four (24) hours of opening the response submittals received, along with a reguest for permission to withdraw the response; or d) The firm submits documentation and an explanation of how the response submittal error was made. 7. The terms, provisions. conditions and definitions contained in the Solicitation cover letter shall apply to these instructions to Respondents and they are hereby adopted and made a part hereof by reference. 8. Any questions concerning the Solicitation or any required need for clarification must be made in writing, by Wednesday, july 24, 2013 at I {) A.M. to the attention of Steven P. Kulick :at sKulld(@solAthmiamifLgQ'l or via facsimile at (lOS) 663-4363. tpepe02-18-! 3 Page 4 of 69 9. The issuance of a written addendum is the only official method whereby interpretation and/or clarification of information can be given. Interpretations or clarifications, considered necessary by the City in response to such questions, shall be issued by a written addendum to the RFP Package (also known as "RFP.Specifications" or "RFP") by U.S. mail or other delivery method convenient to the City and the City will notify all prospective firms via the City's website. 10. Verbal interpretations or clarifications shall be without legal effect. No plea by a Respondentof ignorance or the need for additional information shall exempt a Respondent from submitting the Proposal on the reqUired date and time as set forth in the public notice. II. Cone of Silence: You are hereby advised that this Invitation to Propose is subject to the "Cone of Silence,'; in accordance with Miami-Dade County Ordinance Nos. 98106 and 99-1. From the time of advertising until the City Manager issues his recommendation, there is a prohibition on verbal communication with the City's professional staff. All written communication must comply with the requirements ofthe Cone of Silence. The Cone of Silence does not apply to verl::lal communications at pre-proposal conferences, verbal presentations before evaluation committees, contract discussions during any duly noticed public meeting, public presentations made to the City Commission during any duly notice public meeting, contract negotiations with the staff following the City Manager's written recommendation for the award of the contract, or communications in writing at any time with any City ernployee, official or member of the City Commission unless specifically prohibited. A copy of all written communieations mUst be contemporaneously filed with the City Manager and City Clerk 12. Violation of these provisions by any particular Respondent or proposer shall render any recommendation for the award of the contract or the contract awarded to said Respondent or proposer voidable, and. in such event, said Respondent or proposer shall not be considered for any Solicitation· for a proposal, for qualifications, for aletter of interest or bid concerning any contract for the provision of goods or services for a period of one year. Contact shall only be made through regularly scheduled Commission meetings, or meetings scheduled through the Purchasing DivisiOn, which are for the purposes of obtaining additional or clarifying information. 13. Lobbying. All firms and their agents who intend to submit, or who submitted, bids or responses for this RF?, are hereby placed on formal.notice that neither City Commissioners, candidates for City Commissioner or any.employee of the City of South Miami are to be lobbied either individually or collectively concerning this RFP. Contact shall only be made through regularly scheduled Commission meetings, or meetings scheduled through the Purchasing Division, which are for the purposes of obtaining additional or clarifying information. 14. Reservation of Right. The City anticipates awarding one contract for services as a result of this RFP and the successful firm will be requeste<:i. to enter into negotiations to produce a contract for the Project. The City, however, reserves the i'ight, in its sole discretion, to do any of the following: a) to reject any and all submitted Responses and to further define or limit the scope of the award. b) to waive minor irregularities inthe responses or in the procedure required by the RFP documents. c) to request additional information from firms as deemed necessary. d) to make an award without discussion or after limited negotiations. It is, therefore, important that all the parts of the Request for Proposal be completed in all respects. e) to negotiate modifications to the Proposal that it deems acceptable. 1) to terminate negotiations in the event the City deems progress towards a contract to be insufficient and to proceed to negotiate with the Respondent who made the next best Proposal. The City reserves the right to proceed in this manner until it has negotiated a contract that is satisfactory to the City. g) To modify the Contract Documents. The terms of the Contract Documents are general and not necessarily specific to the Solicitation. It is therefore anticipated that the City may modify these documents to fit the specific project or work in question and the Respondent, by making a Proposal, agrees to such modifications and to be bound by such modified documents. 11) to cancel, in whole or part, any invitation for Proposals when it is in the best interest of the City. 15. Contingent Fees Prohibited. The proposing firm must warrant that it has not employed or retained a company or person, other than a bona fide employee, contractor or subcontractor, working in its employ, to solicit or secure a contract with the City, and that it has not paid or agreed to pay any person, company, corporation, individual or firm other than a bona fide employee, contractor or sub-consultant, working in its employ, any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award or making of a contract with the City. tpepe02-18-13 Page 5 of 69 16. Public Entity Crimes. A person or affiliate of the Respondent who has been placed on the convicted vendor list pursuant to Chapter 287 following a conviction for a public entity crime may not submit a Proposal 011 a cpntract to provide any goods or services, or a contract for construction or repair of a public building. may not submit proposals on leases of real property tc:> or with the City of South Miami, may not be awarded a contract to perform work asa CONTRACTOR, Sub-contractor, supplier. Sub-consultant, or consultant under a contract with· the City of South Miami,and may not transact business with the City of South Miami for a period of 36 months from the date of being placed on the convicted vendor list. 17. Respondents shall use the ProposaJ Form(s) furnished by the City. Failure to do so may cause the Proposal to be rejected .. Failure toindude any of the Proposal Forms may invalidate the Proposal. Respondent shall deliver to the City, as a RFP Package, the following documents: a) The Invitation for Proposal and Instructions to Respondents. b) Acopy of all issued addenda. c) FQur (4) copies of the completed Proposal Form fully executed. d) Proposal Bond, (Bond .or. cashier's check)atiached to the Proposal Form, e) Certificates of Competency a,s well as all applicable State, County and City Licenses held by Respondent f) Certificate of Insurance and/or Letter of Insurability. g) The entire RFP Package shan be plac~d in a sealed, opaque envel~pe and clearly marked with the Respondent's name and titled as follows: "SEALED PROPOSAL QUS SHELTERS PHASE 2, RfP#C2013-07" • 18. An erasureS and corrections must have the initials of the Respondent's authorized representative :in ink at the location of each and every erasure andcorrection. Proposa!sshall be signed using Blue ink; all quotations shall be typewritten or printed with ink. All spaces shall be filled in with the requested information or the phrase "notapplicabie", 19. Goods: If goods are to be provided pursuant to this RFP thefoJ!owing applies: a) Brand Names: If a brand name, make, manufacturer's trade name, or vendor catalog number is mentioned in this. Solicitation, whether or not followed by the words"approved equal", it is for the purpose of establishing a grade or quality of material only. Respondent may offer goods that are equal to. the goods described in this Solicitation with appropriate Identification,samples and/or specifications for such item(s). The City shall be the sole judge concerning the merits of items proposed as equals. b) Pricing: Prices should be stated in units of quantity specified in the Proposal Form. In case of a . discrepancy, the City reserves the right to make the final determination at the lowest net cost to the City. c) Mistake:ln the event that unit prices are part of the Proposal and if there is a discrepancy between the unit price(s) and the extended price(s), the unit price(s) shall prevail and the extended price(s) shall be adjusted to coincide. Respondents are responsible for checking their calculations. Failure to do so shall be at the Respondent's risk, and errors shall not release the Respondent from his/her or its responsibility as noted herein. d) Samples; Samples of items, when required, must be furnished by the Respondent free of charge to the City; Each individual sample must be labeled with the Respondent's name and manufacturer's brand name and delivered by it Within ten (I O) calendar days of the Proposal opening unless schedule indicates a different time. If samples are requested subsequent to the Proposal opening. they shalf be delivered within ten (l0) calendar days of the request. The City shall not be responsible for the return of samples. e) Re;;pondent warrants by signature on the Proposal Form that prices quoted here are in conformity with the latest Federal Price Guidelines. 1) Governmental Restrictions: In the event any governmental restrictions may be imposed which would necessitate alteration of the material quality, workmanship, or performance of the items offered on this Proposal prior to their delivery, it shall be the responsibility of the successful Respondent to notify the City at once, indicating in its letter the specific regulation which required an alteration. The City of South Miami reserves the right to accept any such alteration, including any price adjustments occasioned thereby, or to cancel all or any portion of the Contract, at the sole discretion of the City and at no further expense to the City with thirty (30) days advanced notice. g) Respondent warrants that the prices, terms and conditions quoted in the Proposal shall be firm for a period of 90 calendar days from the date of the Proposal opening unless otherwise stated in the tpepe02-1S-13 Page 6 of 69 Proposal Form. Incomplete, unresponsive, irresponsible, vague, or ambiguous responses to the Invitations for Proposals shall be cause for rejection, as determined by the City. h) Safety Standards: The Respondent warrants that the product(s) to be supplied to the City conform in all respects to the standards set forth in the Occupational Safety and Health Aci:(OSHA) and its amendments. Proposals must be accompanied by a Materials Data Safety Sheet (M.S.D.S) when applicable. 20. liability, Licenses & Permits: The successful Respondent shall assume the full duty, obligation, and expense of obtaining all necessary licenses, permits, and inspections required by this. RFP and as required by law. The Respondent shall be liable for any damages or loss to the City occasioned by the negligerkeof the Respondent (or its agent or employees) or any person acting for or through the Respondent. Respondents shall furnish a certified copy of aU licenses, Certificates of Competency or other licensing requirement necessary to practiee their profession and applieable to the work to be performed as reqUired by Florida Statu test iheFlorida BUilding Code, Miami~Dade County Code or City of South Miami Code. These documents shall be furnished to the City as part of the Proposal. Failure to have obtained the required licenses and certifications or to furnish these documents shall be grounds for rejecting the Proposal and forfeiture of the Proposal Bond. 21. Insurance: Respondent shalJ meet the following insurance requirements: a) Certificate(s} of Insurance which indicate that insurance coverage has been obtained from an insurance company authorized to do business in the State of Florida or otherwise secured in a manner $atisfactory to the City, for those coverage types and amounts· listed in the City's· Standard Indemnification and Insurance Requirements, in an amount equal to 100% of the reqUirements and shall be presented to the City prior to issuance of any Contract(s)or Award(s) Document(s); or b) Atthe time of the Proposal submission :the Respondent must submit eVidence, acceptable to the Clty,bf insurability in the form of a letter from Respondent'S insurance carriers ("Letter of Insurability") demonstrating the ability to obtain coverage outlined in City's Standard Indemnification and Insurance ReqUirements. c) All insurance shall be issued by companies rated A: VII or better per A.M. Best's Key Rating Guide, latest edition unless otherwise reqUired by-City's Standard Indemnification and Insurance Requirements and authorized .to issue insurance in the State of Florida, d) It shall be the responsibility of the Respondent and insurer to notify the City Manager of cancellation, lapse or material modification of any insurance policies insuring the Respondent, Which relate to the activities of such Respondent and the City of South Miami. Such notificatioh shall be in writing, and shall be submitted to the City twenty (20) calendar days prior to cancellation or modification of such policies. This requirement shall be reflected on the Certificate of Insurance and in an endorsement to the policy which shaHindude the City as an additional named insured who shall have. the option, but not the duty, to pay the unpaid premium and .the right to cancel the policy thereafter without notice to Respondent or liabiiity to Respondent for such cancellation. e) f) Failure to fully and satisfactorily comply with the City'S insurance and bonding requirements set forth herein shall authorize the City to implement a rescission of the Proposal Award or rescission of the recommendation for award of contract without further City action. The Respondent, by submitting a Proposal, thereby agrees to hold the City harmless and agrees to indemnify the City and covenants not to sue the City by virtue of such rescission. 22, Copyrights and/or Patent Rights: Respondent warrants that as to the manufacturing, producing or selling of goods intended to be shipped or ordered by the Respondent pursuant to this Proposal, there has not been, nor will there be, any infringement of copyrights or patent rights. The Respondent agrees to indemnify City from any and all liability, loss or expense occasioned by any such violation or infringement. 23, Award of Proposals: The City of South Miami reserves the right to award the contract to the lowest, most responsive, responsible Respondent, as determined by the City Commission, subject to the right of the City to reject any and all proposals, to waive any irregularity in the proposals or RFP procedure and subject also to the right of the City to award contract to a Respondent other than the one with the lowest price for the work. 24. Evaluation of Proposals: The City, at its sole discretion, reserves the right to inspect the facilities of any or all Respondents to determine its capability to meet the requirements of the Contract. In addition, the price, responSibility and responsiveness of the Respondent, the financial position, experience, staffing, equipment, materials, references, and past history of service to the City and/or with other units of state, and/or local tpepe02-IB-13 Page 7 of 69 gov~rnments in Florida, or comparable private entities, will be taken into consideration in the Award of the Contract. 25. Drug Free Workplace: Failure to provide proof of compliance with FloriclaStatute Section 287.087, as amended. when requested shall be cause for rejection of the Proposal as determined by the City. 26. Public Entity Crimes: A person or affiliate who was placed on the Convicted Vendors Ust following a conviction for a public entity crime may not submit a response on a contract to provide any services to a public entity, may not submit RFP on leases of real property to a public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.0! 7; for· a period of 36. months Jrom the date of being placed on the Convicted Vendors List. 27. Contingent Fees Prohibited: The proposing firm must warrant that it has not employed or retained a COmp.lOY or person, other than a bona fide employee, contractor or subcontractor, working in its employ, to Solicitor se.curea contract with .the City, and that it has not paid or agreed to pay any person, company, corporation,indiyidualorfirm other than a bona fide employee, contractor orsub~consultant, working in its employ, any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award or making of a contract with the City. . . 28. Hold Harmless: All Respondeots shall hold the City, its officials and employees harmless and covenant not to sue the City, its officials \lnd employees in reference to its decisions to reject, award, or not award a contract. as applkable, unless the claiin is based solely· Oh aHegatio ll s of fraud and/or collusion. The submission of a proposal shall act as an agreement by the Respondent that the proposal bond shall not be releaseduntilanc:l unless the Respondent waives any and all claims that the Respondent may have against the CitY that arise out of this RFP process or until a judgment is entered in the Respondent's favor in any suit filed which concerns this prpposal process. In any such suit, the prevailing party shall recover its attorney's fees, cotJrtcostsas well as expenses associated with the litigation. In the event that fees, court costs and expenses assoclated with the litigation are awarded to :the City, the Proposal Bond shall be applied to the payment of those costs and any b~lance shall be paid by the Respondent. 29. Cancellation: Failure on the part of the Respondent to comply. with the conditions, specifications, requirements, and terms as determined by the City, shall be just cause for cancellation of the Award 0.1' termination of the contract. 30. Bonding Requirements: The Respondent, in submitting this Proposal, shall include a Proposal Bond in the amount. of 5% of the total amount of the base Proposal on the Proposal Bond Form included herein. A company or personal check shall· not be deemed a valid Proposal Security. 31. Performance and Payment Bond: The City of South Miami may require the successful Respondent to furnish a Performance Bond and Payment Bond, each, in the amount of 100% of the tota! Proposal Price; including Alternates jf any, naming the City .of South Miami as the obligee. as security for the faithful performance .of the Contract and for the payment of all persons or entities performing labor, services and/or furnishing materials in connection herewith. The bonds shall be with a surety company authorized.to do business in the State of Florida. 32. Proposal Guarantee: The successful Respondent shall execute the Contract (Agreement) and provide Certificates of Insurance, as well as the applicable jnsurance policy With required endorsements, a Perforinance and Payment Bond if reqUired, and Within ten (10) calendar days of Notice of Award by the City. The Respondent who has the Contract awarded to him and who fails to execute the Contract and furnish the reqUired Sonds and Insurance Certificates within the specified time shall forfeit the Proposal Bond/Security that accompanied the Proposal, and the Proposal Bond/Security shall be retained as liqUidated damages by the City, and it is agreed that this sum is a fair estimate of the amount of damages the City will sustain in case the Respondent fails to enter into the Contract or furnish the Bonds and Insurance Certificates. Proposal Bond/Security deposited in the form of a cashier's check drawn on a local bank in good standing shall be subject to the same requirements as a Proposal Bond. 33. Pre-proposal Conference Site Visits: It is mandatory that all Respondents attend a pre-proposal conference jf reqUired or requested by the City, and tour all areas referenced in the Proposal Documents. It shall be grounds for rejecting a Proposal from a Respondent who did not attend the pre-proposal conference. No pleas of ignorance by the Respondent of conditions that exist, or that may hereinafter exist, as a result of failure to make the necessary examinations or investigations, or failure to complete any part of the RFP Package, will be accepted as basis for varying the requirements of the Contract with the City of South Miami or the compensation of the Respondent. tpepe02-IS-!3 Page 8 of 69 34. Time of Completion: The time is of the essence with regard to the completion of the Work to be performed under the Contract to be awarded. Delays and extensions of time may be allowed only in accordance with the provisions stated in the appropriate section of the Contract Documents, including the Proposal Form. 35. Submittal Requirements: All Proposals shall comply with the requirements set forth herein. 36. Cancellation of Bid Solicitation: The City of South Miami reserves the right to cancel, in whole or part, any invitation to bid when it is in the best interest of the City. 37. Respondent shall not discriminate with regard to its hiring of employees or subcontractors or in its purchase of materials or in any way in the performance of its .contract, if one is awarded, based on race, color, relil$ion, national origin, sex, age, sexual orientation, disability, 01" familial status. END OF SECTION tpepe02-18·13 Page 9 of 69 Proposal Submittal Checklist form This checklist indiqtes the form!! and documents required to be submitted for this solicitation and to be presented by the deadline set for within the solicitation. Fulfillment of all solicitation requirements listed is mandatory for consideration of response to the solicitation .. Additional documents may be required and, if so, they will be identified in an addendum to this RFP. The response shall include the following items: X Bid Form Ii X Proposal Bond 14 X Performance Bond 16 X Respondents QUalification Stateml:'!nt 20 X Non-Collusion Affidavit 23 X Public Entity Crimes and Conflicts of Interest 25 X Drug Free Workplace 27 X Acknowledgement of Conformance with OSHA Standards 28 X List of Proposed Subcontractors and Principal Suppliers 29 X Related Party Transaction Verification Form 30 X Indemnification and Insurance Documents 68 Submit this checklist along with your proposal indicating the completion and submission of each required forms and/or documents. END OF SECTION tpepe02-18-! 3 Page !O of 69 " ,. BID OPENING REPORT Bids were opened on;,. Friday, June 26, 20CL. ________ after: 10:00a111 For: BOS SimLTERSPHASE 2 -RFP# C2013~07 COM!> ANmS THAT SU}~MITTEJ) PROPOSA:.!§.~ .................. __ . _____ ._._ ........... ".~MOUNT: -l-:--R,p',-uilLiTY & EXCAvATloN":"C"OIU;-' A I/tfd )·· .. -·_--·1/· .. 79 5'. tI. Ii rr-.... -------... cZ~.r _·_-1"...;::.....,£"'--""-'--__ 1 _~~ .. ~(tQ~~ ENGINEERING ~IiYlCll~ . .. __ ._ .. ______ ... _._d.."f::;.-"tf;u2.a~~ ____ _ . __ ._ .. "~ ..... A.gI!Qli..QON .. ~'fRl~CTlQN,_c:.Q·~:9_AC -8::!l-t-Lf!.L p" 4. P()NTIFEX CON~I!ZUCTION GROUP -.-......... --.1..2' _ ... 9. ff.t>-;f-'''''- _ .. _~.:..._.HAl~TZ.!?.~!-CO~S}I~g9TIO;Ij.1,~~_<; ..... _. ____ . ______ .. _. __ .. _______ 7J.1~' __ t?!L3. .... "..--:' _ __ 6_, 'niQt:~?T.A CONSTRUCTION SERy!.gE.S GROUP·) INC, ._ ... ~ 9: ~ ~:1-".~ ."_" .. ___ Z:....._~EMEDIATIONg!3:£)"(JP) INC, ...c...{Z-.l.:ro ~. J..fJ.3;._,~.2.,;L_"I>-"_....J ... _ ........ ~.~ ....... Yb9~!D~_.c:;_OJ.i.:ST!3:.Y._g.T~.2:t! ... ~.E..l':'LQD:i.ggB:lliQ.~ .. ~ .. ,;: ..... _._ ..... _ ... __ ...... _ ... __ .. 1/..)._'/itl.() .... ~':7_,. __ 9, C & ~.£2~.STRUCTION AND DESIQ1L .. ___ 0/£ d/2(}, ,,~o _ ....... .. ... ____ JJ!~~I.!:~s q2.~TB!\gIQ~~!. CQ~?_ ... __ ..... _ .. ___ ._._._. ______ ... __ ..... __ " ...... _ .......... @.~.J?J2~,,:'-,;:~,,_._ 11. SANCHEZ ARANGO CONSTRUCTION 97, .l-/l-ltJ{'_~_~'----l ---"''''-l2.·-RPMg~~~~AL cONTR~ci£Q~~,}lIg: ..... ______ :~~= ___ ._. __ .. __ ... ".....Jij1 9 .ib,_'?:.~ __ ... _ ._ ................. ""-.""--------,, ................. ,, ......... _. .. .. _-.. -.. · ..... _---------,,-,,·--·---1 ---........... -... -.----------..... -...... -.. -.----~ ----_._._ ....... ---- .--_ ......... " .. " .... _----_. __ ...... -.... " .... " ... -_._-.. --_ .... __ .. " .. " .... ",,-..... _---->- Witness:" ...... ""........ _____ . __ " ....... ,. .. " ............. . ---_ ...... " ... _---- Print Name Signature THIS PROPOSAL IS SUBMITTED TO: Steven Alexander City Manager City of South Miami 6130 Sunset Drive South Miami, FL 33143 BID FORM RFP Bus Shelters Phase 2 I. If this Proposal Is accepted, the undersigned Respondent agrees to enter into a Contract with the City of South Miami in the form included in this RFP Package, and to perform and furnish all work as spec:ifled or indicated in this RFP for the Proposed .Price, within the Contract Time and in accordance with the other " terms and conditions of the RFP Package. 2. Respondent accepts all of the terms and conditions of the Advertisement, RFP, Invitation for Proposals and Instructions to Respondents, including without limitation those dealing with the 'dispositlon of Proposal Bond/Security. This Proposal will remain subject to acceptance for 90 calendar days after the day of the Proposal Opening. Respondent agrees to sign and submit the Contract, the Bonds, Insurance Policy with appropriate endorsements, Insurance Certificate, and other documents required by the RFP, within ten (10) calendar days after the date of the City's Notice of Award. 3" In submitting this Proposal, Respondent represents that: a. Respondent has examined copies of all the RFP Documents and of the following Addenda, if any (receipt of all which is hereby acknOWledged.) Addendum No. , Dated: :]-I'j -~j~ Addendum N.o. Z Dated: 7-7..;2> -.2013 Addendum No. Dated: ----- Addendum No: Dated: Addendum No. Dated: Addendum No. Dated: b. Respondent has familiarized himself with the nature and extent of the Contract Documents, the proposed work, site, locality, and all local conditions and laws and regulations that in"any manner may affect cost, progress, performance or furnishing of the Work. c. Subsurface conditions: If applicable to this RFP, the Respondent represents that: i. Respondent has studied carefully all reports and drawings, if applicable, of subsurface conditions and drawings of physical conditions. ii. Respondent has obtained and carefully studied (or assumes responsibility for obtaining and carefully studying) all such examinations, investigations, explorations, tests and studies in addition to or to supplement those referred to in (c) above which pertain to the subsurface or physical conditions at the site or otherwise may affect the cost, progress, performance, or the furnishing of the Work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents. The Respondent hereby acknowledges that no additional examinations, investigations. explorations, tests. reports or similar information or data are, or will, be required by Respondent for any reason in connection with the Proposai. iii. Respondent has correlated the results of all such observations, examinations, investigations, explorations, tests, reports and studies With the terms and conditions of the Contract Documents. tpepe02-18-13 Page II of 69 /' ,./ ". / Iv. Respondent has reviewed and checked all Information and data shown or Indicated in the RFP Package or in the Contract Documents with respect to existing Underground Facilities at or contiguous to the site and assumes responsibility for the accurate location of all Underground Facilities. No additional examinations, investigations, explorations, tests, reports or similar information or data in respect to any Underground Facilities are, or will be, required by Respondent in order to perform and furnish the Work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documen'ts. d. Respondent has given the City wrrtten notice of all conmcts, errors or discrepancies that It has discovered in the Contract Documents and, If any conflicts, errors or discrepancies have been found and notice given, the Respondent represents, by submitting its proposal to the City, that the Respondent has received sufficient notice of the resolution thereof (rom the City, that such resolution Is acceptable 'to Respondent and that the Respondent waives any claim regarding the conflicts, errors or discrepancies. e. This Proposal is genuine and' not made in the interest of or on behalf of any undisclosed person, 'firm or corporation and is not submitted pursuant to any agreement or rules of any group, association, organization, or corporation; Respondent has not directly or indirectly induced or solicited any other Respondent to submit a false or sham Proposal; Respondent has not solicited or induced any person, firm or corporation to refrain from responding; and Respondent has not sought by collusion or otherwise to obtain for itself any advantage over any other Respondent Of over the CITY. 4. Respondent understands and agrees that the Contract Price is the amount that it needs to furnish and Install all of the Work complete and in place. The Schedule of Values, if reqUired, Is provided for the purpose of Proposal Evaluatio[l and when initiated by the CITY, It shall form the basis for calculating the pricing of change orders. The Contract Price shall not be adjusted in any way so as to result in a deviation from the Schedule of Values, except to the extent that the CITY changes the scope ortha Work after the Contract Date. As such, the Respondent shall furnish all labor, materials, eqUipment, tools, superintendence and services necessary to prOVide a complete, In place, Project for the Proposal Price of: LUMP SUM BASE PRICE: T-I-Ir:a.:r-r S£ve-tJ. To\-IOJ~ tt.ve. UtNOf2.eD ~ I>!~ ~ dollars and cents Alternates: #1 #5 ---------------------- #2 #6 ------------------------- #3 __________ #7 #4 #8 ---------------------------------------------------- A fee breakdown. if applicable, for each task must be completed in the table shown above. Failure to complete this information shall render the proposal non-responsive. 5. The ENTIRE WORK shall be completed, in full, within 120 days from the date stipulated in the NOTICE TO PROCEED. Failure to complete the entire work during the described time period shall result in the assessment of liqUidated damages as set forth in the Contract. 6. Communications concerning this Proposal shall be addressed to: tpepe02-1 8-13 Page 12 of 69 /' / " I~ Telephone: Facsimile; Attention: 7. The terms used in this Proposal which are defined in the Contract shall have the same meaning as is assigned to them in the Contract Documents, unless specifically defined in this RFP Package. SUBMIITED THIS -; DAY OF -~-- _..J.._-_O;:....\_)"I-I _____ 201:2... PROPOSAL SUBMITTED BY: . Title . END OF SECTION tpepe02.18-13 Page 13 of 69 CONTRACT THI~." CO~TRACT was made and entered into on this ~,~3 day of 5 i!t~ , 20ll, (the date shall be the date that the last party signs this Contrah) by and between ~dd-'?d::' ,4,-d'>ytj0 Cvn.s((w~-\ 6'YI- hereafter referred to as "Contractor", and the City of South Miami, hereafter referred to as "Owner" or "City". WITNESETH: That, the CONTRACTOR, for the consideration hereinafter fully set out, hereby agrees with the Owner as follows: I. 2. 3. 4. The CONTRACTOR shall furnish all goods and services of every kind and nature necessary to perform all of the work shown on and described in the Contract Documents and shall do everything required by this Contract and the other Contract Documents. The Contract Documents shall include this Contract and other applicable documents, if any, including General Conditions to the Contract, the drawings, plans, specifications, Project Manual, any supplementary or special conditions, other documents referring to this contract and signed by the parties, the Solicitation Documents, including the solicitation letter, the RFP and attachments thereto, the Proposal ("hereinafter referred to as "Proposal Documents") and any documents to which those documents refer, as well as any attachments or exhibits to any of documents described herein. The CONTRACTOR shall commence the Work to be performed under this Contract on a date to be specified in a Notice to Proceed and shall complete all Work hereunder within the length of time set forth in the Contract Documents. The Owner hereby agrees to pay to the CONTRACTOR for the faithful performance of this Contract, subject to additions and deductions as prOVided in the Contract Documents and any properly approved, written change orders, in lawful money of the United States, the Lump Sum amount of: Tfii«ly -~h"TI ThQyt$gt'tJ;;(;IPuJ ~,-e6. fl)r·Jr[----"-Dollars ($ -'fit/No .00 --:) (Spdl DolI:1I' A lll)t on line above) } 5. The Owner shall make monthly partial payments to the CONTRACTOR on the basis of a duly certified and approved Schedule of Values, if applicable, for the Work performed by the CONTRACTOR during each calendar month, less the retainage (all as provided for in the Contract Documents), which is to be withheld by the Owner until completion and acceptance of the complete project in accordance with this Contract and the other Contract Documents and until such Work has been accepted by the Owner. 6. Upon submission by the CONTRACTOR of evidence satisfactory to the Owner that all labor, material, and other costs incurred by the CONTRACTOR in connection with the performance of the Work have been paid in full, and after compliance with the terms for payment prOVided for in the Contract Documents, final payment on account of this Contract shall be made within sixty (60) calendar days after the completion by the CONTRACTOR of all Work covered by this Contract and the acceptance of such Work by the Owner. 7. In the event that the CONTRACTOR shall fail to complete the Work within the time limit stipulated in the Contract Documents, or the extended time limit agreed upon, in accordance with the procedure as more particularly set forth in the Contract Documents, liquidated damages shall be paid at the rate of $500.00 dollars per day. plus any monies paid by the City for additional engineering and inspection services associated with such delay. 8. It is further mutually agreed between the parties hereto that if, at any time after the execution of this Contract and delivery of the Payment and Performance Bond, the Owner shall deem the Surety or Sureties upon such bond(s) to be unsatisfactory, or if, for' any reason such bond ceases to be adequate to cover the performance of the Work or payment to sub-consultants, sub-contractors and suppliers, the CONTRACTOR shall, at its expense within five (5) business days after the receipt of notice from the Owner so to do, furnish an additional bond or bonds in such form and amount and with such Surety or Sureties as shall be satisfactory to the Owner. In such event, no further payment to the CONTRACTOR shall be deemed to be due under this Contract until such new or additional security for the faithful performance of the Wor'k is furnished in the manner' and in the form satisfactory to the Owner. 9. No additional Work or extras shall be done unless the same is duly authorized in advance of the work by appropriate action by the Owner and in accordance with the Contract Documents. tpcpe02,I8,I3 Page 32 of 75 IN WITNESS WHEREOF, the parties hereto have executed this COIJj:r~e day and date set forth below their names, in five (5) counterparts, each of which shall, out. tOof or accounting for the other counterpart be deemed an original Contract. WITNESSES: CONTRACTOR: (print name of Witness) (print name of Witness) AUTHENTICATION: ~~"~();.M~ Maria Menendez City Clerk tpepe02-IS-13 Signature:_+_'r--:7'''+.-_--;f--_____ _ Name: Title: Dated: OWNER: CITY OF SOUTH MIAMI Signature: Steven ~Iexan~-- City~" Dated: -;J-.--¥/::..---- Bus Shelters Phase 2 Page 33 of 75 GENERAL CONDITIONS Bus Shelters Phase 2 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 of the Contract specifically refers to this article for the purpose of interpreting a word or group of words in that section of the Contract Documents. However. when the section of the Contract, where the word to be defined is used, does not specifically refers to this article to define the word or group of words, these definitions shall not apply unless the word, in the context of its use in the Contract Document in question, is ambiguous and open for interpretation. In addition, these definitions shall also not apply to contradict a definition that is given in a specific provision of a Contract Document: Addenda: Written or graphic documents issued prior to the Bid Opening which modify or interpret the Contract Documents. Drawings and Specifications, by addition, deletions, clarifications or correction. Application for Payment: The form furnished by the CONSULTANT which is to be used by the CONTRACTOR in requesting progress payments. Bid: the offer or proposal of the Bidder submitted on the prescribed form setting forth the prices for the Work to be performed. BIDDER: Any person,.firm or corporation submitting a Bid for Work. Bonds: Bid. performance and payment bonds and other instruments of security, furnished by the CONTRACTOR and th.eir surety in accordance with the Contract Documents and in accordance with the law of the State of Florida. Change Order: A written order to the CONTRACTOR Signed by the City authorizing an addition. deletion or revision in the Work, or an adjustment in the Contract Price of the Contract Time issued after execution of the Contract. CITY: City of South Miami, 6130 Sunset Drive, South Miami, FL 33143. Construction Observer: An authorized representative of the CONSULTANT assigned to observe the Work performed and materials furnished by the CONTRACTOR or ~uch other person as may be appointed by the CITY as his representative. The CONTRACTOR shall be notified in writing of the identity of this representative. 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 all Bid Documents including but not limited to the Invitation to Bid, CONTRACTOR'S Bid, the Bonds Insurance Certificates and the Notice of Award, the Notice to Proceed. these General Conditions, Special Conditions, if any, any Supplementary Conditions,. the Technical Specifications, Drawings, including any incorporated specifications, addenda to the drawings issued prior to execution of the Contract, Change Orders, Construction Change Directives and any written order for a minor change in the Work. and written modifications to any of the Contract Documents and Acknowledgment of Conformance with the City of South Miami. Contract Price: The total moneys payable to the CONTRACTOR pursuant to the terms of the Contract Documents. Contract Time: The number of calendar days stated in the Contract for the completion of the Work. Contracting Officer: The individual who is authorized to sign the contract documents on behalf of the CITY'S governing body. CONTRACTOR: The person, firm or corporation with whom the CITY has executed the Contract. CONSULTANT: The person identified as the CONSULTANT in the Supplementary Conditions or as designated by the CITY in writing and delivered to the CONTRACTOR. ~ A period of twenty-four hours measured from the beginning of the day at 12:0 I a.m. and it shall be presumed to be a calendar day unless specifically designated as a business day. Days The number of twenty-four (24) hour periods following the event to which the word "days" refers commencing at 12:0 I a.m. at the start of the next day. Therefore. in computing any period of time prescribed or allowed by the Contract Documents, the day of the act, event or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included unless it is a Saturday, Sunday or legal holiday, in which event the period shall run until the end of the next business day that is not a Saturday, Sunday or legal holiday. tpepe02-IS-13 Page 34 of 75 Defective Work: Work that is unsatisfactory, faulty, or deficient in that it does not conform to the Contract Documents. or does not meet the requirements of any applicable inspection. reference standard, test. or approval referred to in the Contract Documents. or has been damaged prior to the CONSULTANT'S recommendation of final payment (unless responsibility for the protection thereof has been delegated to the City); substitutions that are not properly approved and authorized, any deficiency in the Work, materials and equipment; materials and equipment furnished under the Contract that are not good quality and new unless otherwise reqUired or permitted by the Contract Documents. Drawings: The drawings which show the character and scope of the Work to be performed and which have been prepared or approved by the CONSULTANT and are referred to in the Contract Documents. Field Order: A written order issued by the CONSULTANT which clarifies or interprets the Contract Documents in accordance with Paragraph 9.3 or orders minor changes in the Work in accordance with paragraph 10.2. Modification: (a) A written amendment of the Contract Documents signed by both parties. (b) a Change Order signed by both parties, (c) a written clarification or interpretation if issued by the CONSULTANT in accordance with paragraph 9.3 or (d) a written order for minor change or alteration in the Work issued by the CONSULTANT pursuant to Paragraph 10.2. A modification may only be issued after execution of the Contract, it must be in writing and signed by the party against whom the modification is sought to be enforced. Notice of Award: The written notice by CITY to the apparent successful Bidder stating that upon compliance with the conditions precedent to be fulfilled by it within the time specified. CITY will execute and deliver the Contract tel him. Notice to proceed: A written notice giVen by CITY to CONTRACTOR (with copy to CONSULTANT) fixing the date on which the Contract Time shall commence to run and on which CONTRACTOR shall start to perform its obligations under the Contract Documents. Person: An individual or legal entity. project: The entire construction operation being performed as delineated in the Contract Documents. Shop Drawings: All drawings, diagrams, illustrations, brochures, schedules and other data which are prepared by the CONTRACTOR, a Subcontractor, manufacturer. supplier. or distributor, and which illustrate the equipment, material or some portion of the work and as required by the Contract Documents. Samples: Physical examples which illustrate materials. eqUipment or workmanship and establish standards by which the Work will be judged. Specifications: Those portions of the Contract Documents consisting of written technical descriptions of materials, eqUipment, construction systems, standards and workmanship as applied to the Work. Subcontractor: An individual. firm or corporation having a direct contract with CONTRACTOR or with any other Subcontractor for the performance of a part of the Work at the construction site. Substantial Completion: The date, as certified by the CONSULTANT. when the construction of the Project or a certified part thereof is sufficiently completed, in accordance with the Contract Documents. so that the Project, or a substantial part, can be utilized for the purposes for which it was intended without restriction or limitation to any degree. other than for the repair of minor "punch list" items; or if there be no such certification, the date when final payment Is due in accordance with paragraph 14.9.· However, in no event shall the project or portion thereof. be deemed to be substantially completed until a certificate of occupancy or certificate of use is lawfully issued by the applicable governmental agency. A certificate of Substantial Completion, issued by the CONSULTANT. shall be null and void if it is based on false. misleading or inaccurate information, from any source. or when it would not have been issue but for the consideration of Work that is thereafter found to be defective to a degree greater than that which would normally to be considered by the City to be minor "punch list" work. Supplier: Any person or organization who supplies materials or equipment for the Work, including the fabrication of an item, but who does not perform labor at the site of the Work. ~ The individual or entity who is an obligor on a Bond and who is bound with the CONTRACTOR for the full and faithful performance of the Contract and for the payment of all labor, services and materials used on the project. Work: Any and all obligations, duties and responsibilities necessary for the successful performance and completion of the Contract. Notice: The term "Notice" as used herein shall mean and include all written notices. demands. instructions, claims. approvals and disapprovals required to obtain compliance with Contract requirements. Written notice shall be deemed to have been duly served if delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or to an authorized representative of such individual, firm, or corporation. or if delivered at or sent by registered mail to the last known business address. Unless otherwise stated in writing, any notice to or demand upon the CITY under this Contract shall be delivered to the CITY's Manager and the CONSULTANT. tpepe02-18-13 Page 35 of 75 ARTICLE 2 -PRELIMINARY MATTERS Award: 2.1 The CITY reserves the right to reject any and all Bids, at its sole discretion. Bids shall be awarded by the CITY to the lowest responsive and responsible Bidder. No Notice of Award shall be given until the CITY has concluded its investigation, as it deems necessary, to establish, to the satisfaction of the CITY, which Bidder is the most responsive and responSible of all the Bidders to complete the Work within the time prescribed and in accordance with the Contract Documents. The CITY reserves the right to reject the Bid of any Bidder who is not believed to be, in the sole discretion and satisfaction of the City, to be sufficiently responsible, qualified and financial able to perform the work. In analyzing a Bid, the CITY may also take into consideration alternate and unit prices, if requested by the Bid forms. If the Contract is awarded, the CITY shall issue the Notice of Award and give the successful Bidder a Contract for execution within ninety (90) day after opening of Bids. Execution of Contract: 2.2 At least four counterparts of the Contract, the Performance and Payment Bond, the Certificates of Insurance, the written notice of deSignated supervisor or superintendent as provided in Section 6.1 of the General Conditions and such other Documents as required by the Contract Documents shall be executed and delivered by CONTRACTOR to the CITY within ten (10) calendar days of receipt of the Notice of Award. A Contract Document that requires the signature of a party may be executed in counterparts separately by each of the parties and, in such event, each counterpart separately executed shall, without proof or accounting for the other counterpart be deemed an original Contract Document. Forfeiture of Bid Security/Performance and Payment Bond: 2.3 Within ten (10) calendar days of being notified of the Award, CONTRACTOR shall furnish a Performance Bond and a Payment Bond containing all the provisions of the Performance Bond and Payment Bond attached. 2.3.1 Each Bond shall be in the amount of one hundred percent (100%) of the Contract Price guaranteeing to CITY the completion and performance of the Work covered in such Contract as well as full payment of all suppliers, material man, laborers, or Subcontractor employed pursuant to this Project. Each Bond shall be with a Surety company whose qualifications meet the requirements of Sections 2.3.4, 2.3.5, and 2.3.6. 2.3.2 Each Bond shall continue in effect for five year after final completion and acceptance of the Work with the liability equal to one hundred percent (100%) of the Contract Sum. The Performance Bond shall be conditioned that CONTRACTOR shall, upon notification by CITY, correct any patent defective or faulty Work or materials which appear within one year after final completion of the Contract and shall, upon notification by CITY, correct any latent defective or faulty Work or materials which appear within five year after final completion of the Contract. 2.3.3 Pursuant to the requirements of Section 255.0S( I), Florida Statutes, CONTRACTOR shall ensure that the Bond(s) referenced above shall be recorded in the public records of Miami-Dade County and provide CITY with evidence of such recording. 2.3.4 Each Bond must be executed by a surety company authorized to do business in the State of Florida as a surety, having a resident agent in the State of Florida and having been in business with a record of successful continuous operation for a least five (5) years. 2.3.5 The surety company shall hold a current certificate of authority as acceptable surety on federal bonds in accordance with the United States Department of Treasury Circular 570, current revisions. 2.3.6 The CITY will accept a surety bond from a company with a rating A. VII or better. 2.3.7 Failure of the successful Bidder to execute and deliver the Contract and deliver the required bonds and Insurance Certificates as stipulated in Paragraph 2.2 shall be cause for the CITY to annul the Notice of Award and declare the Bid and any security therefore forfeited. Contractor's Pre-Start Representation: 2.4 CONTRACTOR represents that it has familiarized itself with, and assumes full responsibility for having familiarized itself with the nature and extent of the Contract Documents, Work, locality. and with all local conditions and federal, state and local laws, ordinance, rules and regulations that may in any manner affect performance of the Work, and represents that it has correlated its study and observations with the tpepe02·18.13 Page 36 of 75 requirements of the Contract Documents. CONTRACTOR also represents that it has studied all surveys and investigations, reports of subsurface and latent physical conditions referred to In the specifications and made such additional surveys and investigations as it deems necessary for the performance of the Work reflected in the Contract Documents and that he has correlated the results of all such data 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 start to perform its obligations under the Contract Documents on the date the Contract Time commences to run. No Work shall be done at the site (as defined in Article I), prior to the date on which the Contract Time commences to run, except with the written consent of the CITY Before Starting Construction: 2.7 Before undertaking each part of the Work, CONTRACTOR shall carefully study and compare the Contract Documents and check and verify pertinent figures shown thereon and all applicable field measurements and conditions. It shall at once report in writing to CONSULTANT any conflict, error, or discrepancy which it may discover. Neither the CITY nor the CONSULTANT shall be liable for any harm, damage or loss suffered by CONTRACTOR as a result of its failure to discover any conflict, error, or discrepancy in the Drawings or Specifications nor shall the CONTRACTOR be entitle to any compensation for any harm, damage or loss suffered by the CONTRACTOR due to any conflict, error, or discrepancy in the Contract Documents. Schedule of Completion: 2.8 Within Five (5) business days after delivery of the Notice to Proceed by CITY to CONTRACTOR, CONTRACTOR shall submit to CONSULTANT for approval, an estimated construction schedule indicating the starting and completion dates of the various stages of the Work, and a preliminary schedule of Shop Drawing submissions. The CONSULTANT shall approve this schedule or reqUire revisions thereto within seven (7) calendar days of its submittal. If there is more than one CONTRACTOR involved in the Project, the responsibility for coordinating the Work of all CONTRACTORS shall be proVided in the Special Conditions. 2.9 Within five (5) business days after delivery ofthe executed Contract by CITY to CONTRACTOR, but before starting the Work at the Site, a pre-construction conference shall be held to review the above schedules, to establish procedures for handling Shop Drawings and other submissions, and for processing Applications for Payment, and to establish a working understanding between the parties as to the Project. Present at the conference will be the CITY'S representative, CONSULTANT, Resident Project Representatives, CONTRACTOR and its Superintendent. Qualifications of Subcontractors. Material men and Suppliers: 2.10 Within five (5) business days after bid opening, the apparent lowest responsive and responsible Bidder shall submit to the CITY and the CONSULTANT for acceptance a list of the names of Subcontractors and such other persons and organizations (including those who are to furnish principal items of materials or equipment) proposed for those portions of the Work as to which the identity of Subcontractors and other persons and organizations must be submitted as specified in the Contract Documents. Within thirty (30) calendar days after receiving the list, the CONSULTANT will notify the CONTRACTOR in writing if either the CITY or the CONSULTANT has reasonable objection to any Subcontractor, person, or organization on such list. The failure of the CITY or the CONSULTANT to make objection to any Subcontractor, person, or organization on the list within thirty (30) calendar days of the receipt shall constitute an acceptance of such Subcontractor, person or organization. Acceptance of any such Subcontractor, person or organization shall not constitute a waiver of any right of the CITY or the CONSULTANT to reject defective Work, material or equipment, or any Work, material or equipment not in conformance with the requirements of the Contract Documents. 2.1 I If, prior to the Notice of Award, the CITY or the CONSULTANT has reasonable objection to any Subcontractor, person or organization listed, the apparent low Bidder may, prior to Notice of Award, submit an acceptable substitute Without an increase in its bid price. ARTICLE 3-CORRELATION. INTERPRETATION AND INTENT OF CONTRACT DOCUMENTS 3.1 It is the intent of the Specifications and Drawings to describe a complete Project to be constructed in accordance with the Contract Documents. The Contract Documents comprise the entire Contract between the CITY and the CONTRACTOR. They may be altered only by a modification as defined in Article I. tpepe02-18.13 Page 37 of 75 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 the Work affected thereby, immediately call it to the 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 to the City"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 In the Contract Price. Such miscellaneous items and accessories shall be of the 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 by the 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 Work of all trades under this Contract shall be coordinated by the CONTRACTOR in such a manner as obtain the best workmanship possible for the entire Project, and all components of the Work shall be installed' or erected in accordance with the best practices of the 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 he is prevented from so doing by any limitations of the Drawings or Specifications, the CONTRACTOR shall immediately notify the CONSULTANT in writing of such limitations before proceeding with construction in the area where the problem limitation exists. 3.7 Manufacturer's literature, when referenced, shall be dated and numbered and is intended to establish the minimum reqUirements acceptable. Whenever reference is given to codes, or standard specifications or other data published by regulating agencies or accepted organizations, including but not limited to National Electrical Code, applicable State Building Code, Florida Building Code, Federal Specifications, ASTM Specifications, various institute specifications, and the like, it shall be understood that such reference is to the latest edition including addenda in 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 for the particular material or product. The term "equal" or "equivalent", when used in connection with brand names, shall be interpreted to mean a material or product that is similar and equal in type, quality, size, capacity, composition, finish, color and other applicable characteristics to the material or product specified by trade name, and that is suitable for the same use capable of performing the same function, in the opinion of the CONSULTANT, as the material or product so specified. Proposed equivalent items must be approved by CONSULTANT before they are purchased or incorporated in the Work. (When a brand name, catalog number, model number, or other identification, Is used Without the phrase "or equal", the CONTRACTOR shall use the brand, make and model specified). 3.9 Throughout this agreement the male pronoun may be substituted for female and neuter and vice versa and the singular words substituted for plural and plural words substituted for singular wherever applicable. 3.10 All technical interpretations shall be made by the CONSULTANT as set forth in Section 9.3 below. 3.1 I In the event that there is a conflict between or among the Contract Documents, only the latest version shall apply and the latest version of the following documents which are set forth in the order of their precedence so that all the documents listed above a given document shall have precedence over all the documents listed below it. (a) (b) (c) (d) (e) (f) (g) (h) ( i) tpepe02.18·13 Amendments and Change Orders Addenda to drawingd DraWings Drawings of a larger scale Drawings of a smaller scale Written dimensions Scaled dimensions Specifications Solicitation Documents unless the contract expressly excludes them or their provisions ( I ) Solicitation letter Page 38 of75 ( 2 ) Instructions to RepsondentiBidder (3 ) Request for Proposal/Bid (RFP), with all Exhibits thereto. and with Exhibits taking precedence over the RFP (j) Contract with all Exhibits thereto and with Exhibits taking precedence over the Contract. (k) Special Conditions with all Exhibits thereto. and with Exhibits taking precedence over the Special Conditions. ( I ) Supplemenary Conditions. with all Exhibits thereto. and with Exhibits taking precedence over the SpeCial Conditions; and (m) General Conditions. ARTICLE 4 -AVAILABILITY OF LANDS SUBSURFACE CONDITIONS REFERENCE POINTS Ayailability of Lands: 4.1 The CITY shall furnish. as indicated in the Contract Documents. the lands upon which the Work is to be 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 CITY. unless otherwise specified in the Contract Documents. Other access to such lands or rights-of-way for the CONTRACTOR'S convenience shall be the responsibility of the ·CONT~CTOR. The CONTRACTOR shall provide for all additional lands and access thereto that may be required for temporary construction facilities or storage of material and eqUipment. 4.2 The CITY will, upon request, furnish to the Bidders. copies of all avai!able boundar; surfeys and subsurface tests at no cost. S,ubsurface Conditions: 4.3 The CONTRACTOR acknowledges that he has investigated prior to bidding and satisfied himself as to the conditions affecting the Work, including but not limited to those bearing upon transportation. disposal. handl'lng and storage of materials. avaHability of labor, water. electric power, roads and uncertainties of weather. river stages. tides, water tables or similar physical conditions at the site, the conformation and conditions of the ground. the character of equipment and facilities needed preliminary to and during proseclition of the Work, The CONTRACTOR further acknowledges that he has satisfied himself as to the character, quality and quantity of surface and subsurface materials or obstacles to be encountered insofar as this information is reasonably ascertainable from an inspection of the site. including all exploratory work done by the CITYI CONSULTANT on the site or any contiguous site, as well as from information presented by the Drawings and Specifications made part of this Contract, or any other information made available to it prior to receipt of bids. Any failure by the CONTRACTOR to acquaint itself with the available information shall not relieve it from responSibility for estimating properly the difficulty or cost of successfully performing Work. The CITY assumes no responsibility for any conclusions or interpretations made by the CONTRl\CTOR on the basis of the information made available by the CITYI CONSULTANT. Differing Site Conditions: 4.4 The CONTRACTOR shall within forty eight (48) hours of its discovery, and before such conditions are disturbed. notify the CITY in writing. of: 4.4.1 Subsurface or latent physical conditions at the site differing materially from those indicated in the Contract Documents, and 4.4,2 Unknown physical conditions at the site, of an unusual nature. differing materially from those ordinarily encountered and generally inherent in Work of the character prOVided for in this Contract. The CITY shall promptly investigate the conditions; and if it finds that such conditions do materially differ to the extent as to cause an increase or decrease in the CONTRACTOR'S cost of, or the time required for. performance of any part of the Work under this Contract, an eqUitable adjustment shall be made and the Contract modified in writing accordingly. 4.5 No claim of the CONTRACTOR under this clause shall be allowed unless the CONTRACTOR has given the notice required in 4.4 above; provided, however, the time prescribed therefore may be extended by the CITY, but only if done in writing Signed by the City Manager or the CONSULTANT. ARTICLE 5 -INSURANCE AlA INSUANCE PROVISION tpepe02.18.13 Page 39 of 75 5.0 The Contractor shall purchase insurance from and shall maintain the insurance with a company or companies lawfully authorized to do business in the State of Florida as will protect the Contractor from claims as set forth below which may arise out of or result from the Contractor's operations under the Contract and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: 5.0.1 claims under workers' compensation, disability benefit and other similar employee benefit acts which are applicable to the Work to be performed; 5.0.2 claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor's employees; 5.0.3 claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor's employees; 5.004 claims for damages insured by usual personal injury liability coverage; 5.0.5 claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting there from; 5.0.6 claims for damages because of bodily injury, death of a 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 out of completed operations; and 5.0.8 claims involving contractual liability insurance applicable to the Contractor's obligations under the Contract. Contractor's Liability Insurance: 5.1 CONTRACTOR shall provide and maintain in force and effect until all the Work to be performed under this Contract has been completed and accepted by CITY (or for such duration as is otherwise specified hereinafter), the insurance coverage set forth below: 5.1.1 Worker's Compensation insurance at the statutory amount as to all employees in compliance with the "Workers' Compensation Law" of the State of Florida and all applicable federal laws. In addition, the policy(ies) must include: Employers' Liability at the statutory coverage amount. The CONTRACTOR shall further insure that all of its Subcontractors maintain appropriate levels of Worker's Compensation Insurance. 5.1.2 Comprehensive General Liability insurance with broad form endorsement, on a Florida approved form including automobile liability, completed operations and products liability, contractual liability, severability of interest with cross liability provision, and personal injury and property damage liability with limits of $1,000,000 combined single limit per occurrence and $2,000,000 aggregate, including; Personal Injury: $1,000,000; Medical Insurance: $5,000 per person; Automobile Liability: $1,000,000 each accident/occurrence. Excess/Umbrella: $1,000,000 per claim Excess/Umbrella Comprehensive General liability insurance shall be written on a Florida approved form with the same coverage as the primary insurance policy but in the amount of $1 ,000,000 per claim. Coverage must be afforded on a form no more restrictive than the latest edition of the ComprehenSive General Liability policy, without restrictive endorsements, as filed by the Insurance Services Office, and must Include: (a) (b) (c) (d) (e) (f) (g) Premises and Operation Independent Contractors Products and/or Completed Operations Hazard Explosion, Collapse and Underground Hazard Coverage Broad Form Property Damage Broad Form Contractual Coverage applicable to this specific Contract, including any hold harmless and/or indemnification agreement. Personal Injury Coverage with Employee and Contractual Exclusions removed, with minimum limits of coverage equal to those required for Bodily Injury liability and Property Damage liability. 5.1.3 Business Automobile Liability with minimum limits of One Million Dollars ($1,000,000.00) plus an additional One Million Dollar ($1,000,000.00) umbrella per occurrence combined single limit for Bodily. Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the BUSiness Automobile liability policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: tpepe02.18·13 Page 40 of 75 (a) Owned Vehicles. (b) Hired and Non-Owned Vehicles (c) Employers' Non-Ownership 5.2 Before starting the' Work, the CONTRACTOR shall file with the CITY and CONSULTANT certificates of such insurance, acceptable to the CITY, the name, address and telephone number of the insurance agent or broker through whom the policy was obtained; these certificates shall contain a provision that the coverage afforded under the policies shall not be canceled or materially changed until at least thirty (30) calendar days prior written notice has been given by the insurer to the CITY and CONSULTANT by certified mail. The insurer shall be rated A.VII or better per A.M. Best's Key Rating GUide, latest edition and authorized to issue insurance in the State of Florida. 5.3 The CONTRACTOR agrees that if any part of the Work under the Contract is sublet, the subcontract shall contain the same insurance provision as set forth in section 5.1 and 5.2 above and substituting the word SUBCONTRACTOR for the word CONTRACTOR where applicable. Fire and Extended Coverage Insurance (Builders' Risk): 5.4 In the event, that this contract involves the construction of a structure. the CONTRACTOR shall maintain, with an Insurance Company or Insurance Companies acceptable to the CITY, Fire, Extended Coverage and Vandalism & Malicious Mischief Insurance on buildings and structures, while in the course of construction, including foundations. additions. attachments and all permanent fixtures belonging to and constituting a part of said buildings or structures. The policy or policies shall also cover machinery, if the cost of machinery is included in the Contract, or if the machinery located in a building that is being renovated by reason of this contract. The amount of insurance must at all times be at least equal to the actual cash value of the insured property. The policy shall be in the name of the CITY and the CONTRACTOR, as their interest may appear, and shall also cover the interests of all Subcontractors performing Work. 5.5 The CONTRACTOR shall provide the CITY with satisfactory evidence certifying that the foregoing insurance is in force; and such evidence shall include provisions that the insurance shall not be canceled or materially changed until at least thirty (30) calendar days prior written notice has been given by the insurer to the CITY by certified mail. Cancellation and Re-Insurance: 5.6 If any notice of cancellation of insurance or changed by the insurance company or should any insurance have an expiration date that will occur during the period of this contract, the CONTRACTOR shall be responsible for securing other acceptable insurance prior to such cancellation, change. or expiration so as to provide continuous coverage as specified in this section and so as to maintain coverage during the life of this ,Contract. 5.7 All deductibles must be declared by the CONTRACTOR and must be approved by the CITY. At the option of the CITY, either the CONTRACTOR shall eliminate or reduce such deductible or the CONTRACTOR shall procure a Bond, in a form satisfactory to the CITY covering the same, ARTICLE 6 -CONTRACTOR'S RESPONSIBILITIES SuperviSion and Superintendence: 6.1 The CONTRACTOR shall supervise and direct the Work. It shall be solely responSible for the means. methods, techniques. sequences and procedures of construction. The CONTRACTOR shall employ and maintain a qualified supervisor or superintendent (hereinafter referred to as "Supervisor" at the Work site who shall be designated in writing by the CONTRACTOR. before the CONTRACTOR commences the Work and within the time required by the Contract, as the CONTRACTOR'S representative at the site. The Supervisor 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 Supervisor(s) 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 to the 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 tpepe02.IS.13 Page 41 of 75 Drawings with annotations, shall be made available to the City at all times and it shall be delivered to the CITY upon completion of the Project. Labor. Materials and Equipment: 6.2 The CONTRACTOR shall proVide competent, SUitably qualified personnel to layout 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 of the 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 to the 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. Equipment, Products and Substitutions: 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 this list has been received and approved by the CONSULTANT. 6.6.1 Whenever a material, article or piece of equipment is identified on the Drawings or Specifications by reference to brand name or catalog number, it shall be understood that this is referenced for the 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 of a 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 of the CONSULTANT, such material, article, or piece of equipment is of 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 by the CONTRACTOR without a change in the Contract Price or the Contract Time. 6.6.2 No substitute shall be ordered or Installed without the written approval of the CONSULTANT who shall be the judge of quality. 6.6.3 Delay caused by obtaining approvals for substitute materials shall not be considered justifiable grounds for an extension of construction time. 6.6.4 Should any Work or materials, equipment or products not conform to requirements of the Drawings and Specifications or become damaged during the progress of the Work, such Work or materials shall be removed and replaced, together with any Work disarranged by such alterations, at any time before completion and acceptance of the Project. All such Work shall be done at the expense of the CONTRACTOR. 6.6.5 No materials or supplies for the Work shall be purchased by the CONTRACTOR or any Subcontractor subject to any chattel mortgage or under a conditional sale or other agreement by which an interest is retained by the Seller. The CONTRACTOR warrants that they have good title to all materials and supplies used by them in the Work. Concerning Subcontractors: 6.7 The CONTRACTOR shall not employ any Subcontractor, 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. 6.8 The 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 CITY or CONSULTANT and any Subcontractor or other person or tpcpe02·18-13 Page 42 of 75 6.9 6.10 6.11 6.12 organization having a direct contract with CONTRACTOR, nor shall it create any obligation on the part of C!TY or CONSULTANT to payor to see to payment of any persons due subcontractor or other person or organization, except as may otherwise be reqUired by law. CITY or CONSULTANT may furnish to any Subcontractor 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. 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 specific trade. The CONTRACTOR agrees to bind specifically every Subcontractor to the applicable terms and conditions of the Contract Documents for the benefit of the CITY. All Work performed for the CONTRACTOR by a Subcontractor shall be pursuant to an appropriate agreement between the CONTRACTOR and the Subcontractor. The CONTRACTOR shall be responsible for the coordination of the trades, Subcontractors material and men engaged upon their Work. 6.12.1 The CONTRACTOR shall cause appropriate provisions to be inserted in all subcontracts relative to the Work to bind Subcontractors to the CONTRACTOR by the terms of these General Conditions and other Contract Documents insofar as applicable to the Work of Subcontractors, and give the CONTRACTOR the same power as regards to terminating any subcontract that the CITY may exercise over the CONTRACTOR under any provisions of 6.12.2 6.12.3 the Contract Documents. The CITY or CONSULTANT will not undertake to settle any differences between the CONTRACTOR and their Subcontractors or between Subcontractors. If in the opinion of the CONSULTANT, any Subcontractor on the Project proves to be incompetent or otherwise unsatisfactory, they shall be promptly replaced by the CONTRACTOR if and when directed by the CONSULTANT in writing. Patent Fees and Royalties: 6.13 The CONTRACTOR shall pay all license fees and royalties and assume all costs incident to the 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 CITY 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 of the Work, and shall 6.14 Permits: defend all such claims in connection with any alleged infringement of such rights. 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 do not involve purchase by them of materials, appliances and articles. 6.15 The CONTRACTOR shall secure and pay for all construction permits and licenses and shall pay for all governmental charges and inspection fees necessary for the prosecution of the Work, which are applicable at the time of his Bid. When such charges are normally made by the CITY and when so stated in the Special Conditions, there will be no charges to the CONTRACTOR. The CITY shall assist the CONTRACTOR, when necessary, in obtaining such permits and licenses. The CONTRACTOR shall also pay all public utility charges. Electrical Power and Lighting: 6.16 Electrical power required during construction shall be prOVided by each prime CONTRACTOR as required by it. This service shall be installed by a qualified electrical Contractor approved by the CONSULTANT. Lighting shall be provided by the 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 specific approval of the CONTRACTOR. Laws and Regulations: 6.17 The CONTRACTOR shall comply with all notices, laws, ordinances, rules and regulations applicable to the Work. if the CONTRACTOR observes that the Specifications or Drawings are at variance therewith, it shall give the CONSULTANT prompt written notice thereof, and any necessary changes shall be adjusted by an appropriate modification. If the CONTRACTOR performs any Work knowing it to be contrary to such laws, ordinances, rules and regulations, and without such notice to the CONSULTANT, it shall bear all costs arising there from; however, it shall not be its primary responsibility to make certain that the Drawings and Specifications are in accordance with such laws, ordinances, rules and regulations. tpepe02. 18· 13 Page 43 of 75 6.18 Cost of all applicable sales, consumer use, and other taxes for which the CONTRACTOR is liable under the Contract shall be included in the Contract Price stated by the CONTRACTOR. Safety and Protection: 6.19 The CONTRACTOR shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. They shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to: 6.19. I All employees and other persons, who may be affected thereby, 6. I 9.2 All the Work and all materials or equipment to be incorporated therein, whether in storage on or off the site, and 6.19.3 Other property at the site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. 6.20 The CONTRACTOR shall designate a responsible member of their organization at the site whose duty shall be the prevention of aCcidents. This person shall be the CONTRACTOR'S Superintendent unless otherwise designated in writing by the CONTRACTOR to the CITY. Emergencies: 6.21 In emergencies affecting the safety of persons or the Work or property at the site or adjacent thereto, the CONTRACTOR, without special instruction or authorization from the CONSULTANT or CITY, is obligated to act, at his discretion, to prevent threatened damage, injury or loss. He shall give the CONSULTANT prompt written notice of any significant changes in the Work or deviations from the Contract Documents caused thereby. If the CONTRACTOR believes that additional Work done by him in an emergency which arose from causes beyond his control entitles him to an increase in the Contract Price or an extension of the Contract Time, he may make a claim therefore as provided in Articles I I and 12. Shop Drawings and Samples: 6.22 After checking and verifying all field measurements, the CONTRACTOR shall submit to the CONSULTANT for review, in accordance with the accepted schedule of shop drawing submissions, six (6) copies (or at the CONSULTANT option, one reproducible copy) of all Shop Drawings, which shall have been checked by and stamped with the approval of the CONTRACTOR. The Shop Drawings shall be numbered and identified as the CONSULTANT may require. The data shown on the Shop Drawings 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. 6.23 The CONTRACTOR shall also submit to the CONSULTANT for review, with such promptness as to cause no delay in Work, all samples required by the Contract Documents. All samples shall have been checked by and stamped with the approval of the CONTRACTOR, identified clearly as to material, manufacturer, any pertinent catalog numbers and the use for which intended. 6.24 At the time of each submission. the CONTRACTOR shall notify the CONSULTANT, in writing, of any deviations between the Shop Drawings or samples and the reqUirements of the Contract Documents. 6.25 The CONSULTANT shall review with responsible promptness Shop Drawings and Samples, but his review shall be only for conformance with the design concept of the Project and for compliance with the information given In the Contract Documents. The review of a separate Item as such will not Indicate review of the assembly in which the items functions. The CONTRACTOR shall make any corrections required by the CONSULTANT and shall return the required number of corrected copies of Shop Drawings and resubmit new samples until the review is satisfactory to the CONSULTANT. The CONTRACTOR shall notify the CONSULTANT, in writing, of any prior Shop Drawing or revisions to Shop Drawings that are in conflict with each submission or re-submission. The CONTRACTOR'S stamp of approval on any Shop DraWings or sample shall constitute representation to the CITY and the CONSULTANT that the CONTRACTOR has either determined andlor verified all quantities, dimension, field construction criteria, materials, catalog numbers and similar data or they assume full responsibility for doing so, and that they have reviewed or coordinated each Shop Drawing or sample with the requirements of the Work and the Contract Documents. 6.26 No Work requiring a submittal of a Shop Drawing or sample shall be commenced until the submission has been reviewed and approved in writing by the CONSULTANT. A copy of each Shop DraWing and each approved sample shall be kept in good order, in a book or binder, in chronological order or in such other order reqUired by the CONSULTANT in writing, by the CONTRACTOR at the site and shall be available to the CONSULTANT. 6.27 The CONSULTANT's review of Shop Drawings or samples shall not relieve the CONTRACTOR from his responsibility for any deviations from the requirements of the Contract Documents unless the tpepe02.18.13 Page 44 of 75 CONTRACTOR has informed the CONSULTANT. in writing. to each deviation at the time of submission and the CONSULTANT has given written approval to the specific deviation. nor shall any review by the CONSULTANT relieve the CONTRACTOR from responsibility for errors or omissions in the Shop Drawings or samples. 6.271 The CONTRACTOR shall be liable to the CITY for any additional cost or delay that is caused by its failure to notify the CONSULTANT of any of said deviations or conflicts between Shop Drawings or due to errors in the Shop Drawings or samples. Cleaning Up: 6.28 The CONTRACTOR shall dean up behind the Work as much as is reasonably possible as the Work progresses. Upon completion of the Work. and before acceptance of final payment for the Project by the CITY. the CONTRACTOR shall remove all his surplus and discarded materials. excavated material and rubbish as well as all other material and equipment that does not form a part of the Work. from the property. roadways. sidewalks. parking areas. lawn and all adjacent property. In addition. the CONTRACTOR shall dean his portion of Work involved in any building under this Contract, so that no further cleaning by the CITY is necessary prior to its occupancy and he shall restore all property. both public and private. which has been disturbed or damaged during the prosecution of the Work so as to leave the whole Work and Work Site in a neat and presentable condition. 6.2? If the CONTRACTOR does not clean the Work site. the CITY may clean the Work Site of the materials referred to in paragraph 6.28 and charge the cost to the CONTRACTOR. E~tRJkJ;:Qnvenience and Safety: 6.30 The CONTRACTOR shall. at all times. conduct the Work in such a manner as to insure the least practicable obstruction to public travel. The convenience of the general public and of the residents along and adjacent to the area of Work shall be provided for in a satisfactory manner, consistent with the operation and local conditions. "Street Closed" signs shall be placed immediately adjacent to the Work. In a conspicuous pOSition, at such locations as traffic demands. At any time that streets are reqUired to be closed. the CONTRACTOR shall notify law enforcement agencies and in particular, the City of South Miami Police Department. before the street is closed and ,\gain as soon as it is opened. Access to fire hydrants and other fire extinguishing equipment shall be provided and maintained at all times. Sanitary Provisions: 6.31 The CONTRACTOR shall provide on-site office, and necessary toilet facilities, secluded from public observation, for use of all personnel on the Work Site, whether or not in his employ. They shall be kept in a clean and sanitary condition and shall comply with the requirements and regulations of the Public Authorities having jurisdiction. They shall commit no public nuisance. Temporary field office and sanitary facilities shall be removed upon completion of the Work and the premises shall be left clean. Indemnificaj:ion: 6.32 Unless prohibited by law. or by the terms of applicable and Viable insurance policies required by the Contract Documents. of a solvent insurer whose policy covers the same matters as described herein, the Contractor shall indemnify and hold harmless the CITY and the CONSULTANT, as well as their agents and employees or any of them 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 of or ariSing out of any operations connected with the Work, but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or Indirectly employed by them or anyone for whose acts they are liable. In consideration of the separate sum of One Hundred Dollars ($100.00) or other valuable consideration, CONTRACTOR shall indemnify and hold harmless the CITY and the CONSULTANT from any claim, damage, loss or expense that is caused in part by a party indemnified hereunder. This indemnification provision is cumulative with all other remedies or other indemnification provisions contained in the Contract Documents. 6.33 In the event that any action or proceeding Is brought against CITY or CONSULTANT by reason of any such claim or demand, CONTRACTOR. upon written notice from CITY shall defend such action or proceeding by counsel satisfactory to CITY. The indemnification provided above shall obligate CONTRACTOR to defend at its own expense or to provide for such defense. at CITY'S option. any and all claims of liability and all suits and actions of every name and description that may be brought against CITY or TYLIN International, excluding only those claims that allege that the injuries arose out of the sole negligence of CITY or CONSULTANT. 6.34 The obligations of the CONTRACTOR under paragraph 6.33 shall not extend to the liability of the CONSULTANT, its agents or employees arising out of (a) the preparation or approval of maps, drawings. tpepe02-18.13 Page 45 of75 6.35 opinions, reports, surveys, Change Orders, designs or specifications or (b) the giving of or the failure to give directions or instructions by the CONSULTANT, its agents or employees provided such act or omission is the primary cause of injury or damage. All of the forgoing indemnification provisions shall survive the term of the Contract to which these General Conditions are a part. Responsibility for Connection to Existing Work: 6.35 It shall be the responsibility of the CONTRACTOR to connect its Work to each part of the existing 6.36 Work, existing building or structure or Work previously installed as required by the Drawings and Specifications to provide a complete installation. 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 be done in accordance with requirements of the special conditions. The CITY will be responsible for obtaining all permits necessary for the Work described in this paragraph 6.36. Upon completion of the Work, CONTRACTOR shall present to CONSULTANT certificates, in triplicate, from the proper authorities, stating that the Work has been done in accordance with their requirements. 6.36.1 The CITY will cooperate with the CONTRACTOR in obtaining action from any utilities or public authorities involved in the above requirements. 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 by governmental departments as soon as grading operations are begun on the site and, in any case, sufficiently early in the construction period to prevent any adverse effect on the Project. Cooperation with Governmental DeRartments, Public Utilities, Etc.: 6.37 The CONTRACTOR 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 identifled and to obtain authority from these third parties for relocation if the 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 on the Project in order that they may perform their necessary work, and shall pay all charges and fees made by such third parties for their work. 6.37.1 6.37.2 Use Premises; The CONTRACTOR'S attention is called to the fact that there may be delays on the Project due .. to work to be done by governmental departments, public utilities. and others in repairing or moving poles, conduits, etc. The CONTRACTOR shall cooperate with the above parties in every way possible. so that the construction can be completed in the least possible time. The CONTRACTOR shall have made itself familiar with all codes. laws. ordinances, and regulations which in any manner affect those engaged or employed in the Work. or materials and equipment use in or upon the Work, or in any way affect the conduct of the Work, and no plea of misunderstanding will be considered on account of damage or delay caused by his ignorance thereof. 6.38 CONTRACTOR shall confine its apparatus, storage of materials, and operations of its workmen to the limits indicated by law, ordinances, permits and directions of CONSULTANT and CITY, and shall not unnecessarily encumber any part of the site or any areas off site. 6.38.1 CONTRACTOR shall not overload or permit any part of any structure to be loaded with such weight as will endanger its safety, nor shall it subject any work to stresses or pressures that will endanger it. 6.38.2 CONTRACTOR shall enforce the rules 'and regulation promulgated by the CONSULTANT and CITY as well as their instructions with regard to signs, advertisements, fires and smoking. 6.38.3 CONTRACTOR shall arrange and cooperate with CITY in routing and parking of automobiles of its employees, subcontractors and other personnel, as well as that of the material delivery trucks and other vehicles that come to the Project site. 6.38.4 The City will designate specific areas on the site for storage. parking, etc. and the job site shall be fenced to protect the job site and the general public. 6.38.5 The CONTRACTOR shall furnish. install and maintain adequate construction office facilities for all workers employed by it or by its Subcontractors. Temporary offices shall be provided and tpepe02.18.13 Page 46 of 75 located where directed and approved by the CONSULTANT. All such facilities shall be furnished in strict accordance with existing governing regulations. Field offices shall inciude telephone facilities. Protection of EXisting Property Improvements; 6.39 Any existing surface or subsurface improvements, such as pavements, curbs, sidewalks, pipes or utilities, footings, or structures (including portions thereof), trees and shrubbery, not indicated on the Drawings or noted in the Specifications as being removed or altered shall be protected from damage during construction of the Project. Any such improvements damaged during construction of the Project shall be restored at the expense of the CONTRACTOR to a condition equal to that existing at the time of award of Contract. ARTICLE 7 -WORK BY OTHERS 7.1 The CITY may perform additional Work related to the Project or may let other direct contracts therefor which shall contain General Conditions similar to these. The CONTRACTOR shall afford the other contractors who are parties to such direct contracts (or the CITY, if it is performing the additional Work itselD, reasonable opportunity for the introduction and storage of materials and equipment and the execution of Wotk, and shall properly connect and coordinate its Work with theirs. 7.2. If any part of the CONTRACTOR'S Work depends upon proper execution or results of the Work of any other contractor or the CITY, the CONTRACTOR shall promptly report to the CONSULTANT in writing any defects or deficiencies in such Work that render it unsuitable for· the CONTRACTOR's Work. 7.3 The CONTRACTOR shall do all cutting, fitting and patching of the Work that may be required to make its several parts come together properly and fit to receive or be received by such other Work. The CONTRACTOR shall not endanger any Work of others by cutting, excavating or otherwise altering their Work and shall only cut or alter their Work with the written consent of the CONSULTANT and of the other contractor whose work will be affected. 7.4 If the performance of additional Work by other contractors or the CITY is not noted in the Contract Documents prior to the execution of the Contract, written notice thereof shall be given to the CONTRACTOR. prior to starting any such additional Work. If the CONTRACTOR believes that the performance of such additional Work by the CITY or others will cause the CONTRACTOR additional expense or entitles him to an extension of the Contract Time, he may make a claim therefore as provided in Articles I [ and 12. 7.5 Where practicable, the CONTRACTOR shall build around the work of other separate COntractors or shall leave chases, slots and holes as required to receive and to conceal within the general construction Work the work of such other separate contractors as directed by them. Where such chases, slots, etc., are impracticable, the Work shall require specific approval ofthe CONSULTANT. 7.6 Necessary chases, slots, and holes not buHt or ieft by the CONTRACTOR sha[1 be cut by the separate contractor requiring such alterations after approval of the CONTRACTOR. The CONTRACTOR shall do all patching and finishing of the work of other contractors where it is cut by them and such patching and finishing shall be at the expense of CONTRACTOR 7.7 Cooperation is required in the use of site facilities and in 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 delay in the execution thereof. 7.8 Each of several contractors working on the Project Site shall keep themselves informed of the progress of the work of other contractors. Should lack of progress or defective workmanship on the part of other contractors interfere with the CONTRACTOR's operations, the CONTRACTOR shall notify the CONSULTANT immediately and in writing. Lack of such notice to the CONSULTANT shall be construed as acceptance by the CONTRACTOR of the status of the work of other contractors as being satisfactory for proper coordination of CONTRACTOR's own Work. 7.9 The cost of extra Work resulting from lack of notice, untimely notice. failure to respond to notice, Defective Work or lack of coordination shall be the CONTRACTOR's cost. ARTICLE 8 -CITY'S RESPONSIBILlT[ES 8.1 The CITY will issue all communications to the CONTRACTOR through the CONSULTANT. 8.2 [n cases of termination of employment of the CONSULTANT, the CITY will appoint a CONSULTANT whose status under the Contract Documents shall be that of the former CONSULTANT. tpepe02·18.13 Page 47 of 75 8.3 The CITY shall promptly furnish the data required of them under the Contract Documents. 8.4 The CITY'S duties in respect to providing lands and easements are set forth in Paragraphs 4.1 and 4.2. 8.5 The CITY shall have the right to take possession of and use any completed or partially completed portions of the Work, notwithstanding the fact that the time for completing the entire Work or any portion thereof may not have expired; but such taking possession and use shall not be deemed an acceptance of any Work not completed in accordance with the Contract Documents. ARTICLE 9 CONSULTANTS' STATUS DURING CONSTRUCTION Cit)" s Representative: . 9.1 The CONSULTANT shall be the CITY'S representative during the construction period. The duties and responsibilities and the limitations of authority of the CONSULTANT as the CITY'S representative during construction are set forth in Articles I through 16 of these General Conditions and shall not be extended without written consent of the CITY and the CONSULTANT. 9.1.1 The CONSULTANT's decision, in matters relating to aesthetics, shall be final, if within the terms of the Contract Documents. 9.1.2 Except as may be otherwise provided in this contract, all claims, counterclaims, disputes and other matters in question between the CITY and the CONSULTANT arising out of or relating to this Contract or the breach thereof, shall be decided in a court of competent jurisdiction within the State of Florida. Visits to Site: 9.2 The CONSULTANT shall provide an inspector to make periodic visits to the site at each phase of construction to observe the progress and quality of the executed Work and to determine if the Work is proceeding in accordance with the Contract Documents. His efforts shall be directed toward providing assurance for the CITY and all applicable regulatory agencies that construction is in compliance with the Construction Documents and applicable laws, rules and regulations. On the basis of these on site- observations as an experienced and qualified design profeSSional, he shall keep the CITY informed orthe progress of the Work and shall guard the CITY against defects and deficiencies in the Work of CONTRACTOR. Clarifications and Interpretations: 9.3 The CONSULTANT shall issue, with reasonable promptness, such written clarifications or interpretations of the Contract Documents (in the form of Drawings or otherwise) as it may determine necessary, which shall be consistent with, or reasonably inferable from, the overall intent of the Contract Documents. If the CONTRACTOR seeks an increase in the Contract Price or extension of Contract Time based on a written clarification and/or interpretation it shall be reqUired to submit a timely claim as provided in Articles I I and 12. Measurement of Ouantities: 9.4 All Work completed under the Contract shall be measured by the CONSULTANT according to the United States Standard Measures. All linear surface measurements shall be made horizontally or vertically as required by the item measured. Rejecting Defective Work: 9.5 The CONSULTANT shall have authority to disapprove or reject Work that is "Defective Work" as defined in Article I. It shall also have authority to require special inspection or testing of the Work including Work fabricated on or off site, installed or completed as provided. In the event that the CONSULTANT requires testing of completed Work, the cost of such inspections and/or testing shall be approved in writing by the CITY. All consequential cost of such inspections and testing, including but not limited to the cost of testing and inspection, the cost of repairing any of the Work, or the work of others, the cost to move furniture and equipment and/or the cost to 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. Change Orders and 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 with the CONSULTANT's responsibility for Change Orders see Articles 10, II, and 12. 9.8 In connection with the CONSULTANT responsibilities with respect to the Application for Payment, etc., see Article 14. Decisions on Disagreements: 9.10 The CONSULTANT shall be the initial interpreter of the Construction Documents. Limitations on Consultant's Responsibilities: tpepe02-18-13 Page 48 of 75 9.11 The CONSULTANT will not be responsible for the construction means, methods, techniques, sequences or procedures, or the safety precautions and programs incident thereto. 9.12 The CONSULTANT will not be responsible for the acts or omissions of the CONTRACTOR, or any Subcontractors, or any of their agent, servants or employees, or any other person performing any of the Work under or through them. ARTICLE 10-CHANGES IN THE WORK 10.1 Without invalidating the Contract, the CITY may, at any time or from time to time, order additions, deletions or revisions in or to the Work which shall only be authorized by a written Change Orders. Upon receipt of a Change Order, the CONTRACTOR shall proceed with the Work involved. All such Work shall be performed under the applicable conditions of the Contract Documents. If any authorized written Change Order causes an increase or decrease in the Contract Price or an extension or shortening of the Contract Time, an equitable adjustment will be made as provided in Article II or Article 12. A written Change Order signed by the CITY MANAGER and the CONTRACTOR indicates their agreement to the terms of the Change Order. All Change Orders shall be certified by the CONSULTANT as to the appropriateness and value of the change in the Work as well as to any change in the time to complete the Work under the circumstances. The failure to include a time extension in the Change Order or in the request for a change order shall result in a waiver of any extension of time due to the change in the work as reflected in the Change Order. 10.2 The CONSULTANT may authorize minor changes or alterations in the Work not involving extra cost and not inconsistent with the overall intent of the Contract Documents without the need for a formal written Change Order provided the CONTRACTOR does not request additional time or additional compensation. These may be accomplished by a written Field Order. If the CONTRACTOR believes that any change or alteration authorized by the CONSULTANT's Field Order would entitles the CONTRACTOR to an increase in the Contract Price or extension of Contract Time, it must submit a written notice of intent to demand a Change Order within twenty four (24) hours of the issuance of the Field Order and submit a written proposal for Change Order within four (4) days thereafter, otherwise the CONTRACTOR shall be deemed to have waived such claim. 10.3 Additional Work performed by the CONTRACTOR without authorization of a written Change Order shall not entitle it to an increase in the Contract Price or an extension of the Contract Time, except in the case of an emergency as provided in paragraph 6.22 and except as provided in paragraph 10.2. 10.4 The CITY will execute appropriate Change Orders prepared by the CONSULTANT covering changes in the Work, to be performed as prOVided in paragraph 4.4, and Work performed in an emergency as prOVided in paragraph 6.22 and any other claim of the CONTRACTOR for a change in the Contract Time or the Contract Price which is approved by the CONSULTANT. 10.5 It is the CONTRACTOR'S responsibility to notify its Surety of any changes affecting the general scope of the Work or change in the Contract Price or Contract Time and the amount of the applicable bonds shall be adjusted accordingiy. The CONTRACTOR shall furnish proof of such an adjustment to the CITY before commencement of the Change Order ·Work. The Work shall be stopped until the CONTRACTOR provides such proof of adjustment in the Bond amount and any such delay shall be charged to the CONTRACTOR. ARTICLE II -CHANGE OF CONTRI\CT PRICE 11.1 The Contract Price constitutes the total compensation payable to the CONTRACTOR for Performing the Work. All duties, responsibilities and obligations assigned to or undertaken by the CONTRACTOR shall be at its expense without changing the Contract Price. 11.2 The CITY may, at any time, without written notice to the sureties, by written order designated or indicated to be a Change Order, make any change in the Work within the general scope of the Contract, including but not limited to changes to or in: I ! .2.1 Specifications (including drawings and designs); I 1.2.2 Method or manner of performance of the Work. 11.2.3 CITY-furnished facilities, equipment, materials, services, or site; or 11.2.4 Acceleration in the performance of the Work. 11.3 Except as prOVided in this section, or sections referred to in this section, no order, statement, or conduct of the CITY shall be treated as a Change Order or entitle the CONTRACTOR to an eqUitable adjustment unless and until the change in the Work is specifically and expressly provided for in a written Change Order, or as otherwise prOVided in another section of the Contract Documents. tpepe02-IS-13 Page 49 of 75 11.4 When a Change Order is issued by the CONSULTANT and signed by the CITY or issued by the CITY in writing. the CONTRACTOR shall perform the Work even if the CONTRACTOR does not agree with the dollar amount of the Change Order. If any Change Order causes an increase or decrease in the CONTRACTOR'S cost of. or the time reqUired for. the performance of any part of the Work under this Contract. for which the CITY and the CONTRACTOR cannot reach a timely agreement, an equitable adjustment based on the cost of the Work shall be made and the Contract modified accordingly. 11.5 If the CONTRACTOR intends to assert a claim for an equitable adjustment or contest the equitable adjustment made by the CONSULTANT, it shall, within ten (10) calendar days after receipt of a written Change Order. submit to the CITY and CONSULTANT a written notice including a statement setting forth the general nature and monetary extent of such claim for eqUitable adjustment. time extension requested and supporting data. In determining the cost of the Change Order, the costs shall be limited to those listed in section I 1.7 and I 1.8. I 1.6 No claim by the CONTRACTOR for an eqUitable adjustment hereunder shall be allowed if not submitted in accordance with this section or if asserted after final payment under this Contract. 11.7 The value of any Work covered by a Change Order or of any claim for an increase or decrease in the Contract Price shall be determined in one of the following ways: 11.7.1 By negotiated lump sum. 11.7.2 On the basis of the reasonable cost and savings that results from the change in the Work plus a mutually agreed upon fee to the CONTRACTOR to cover overhead and profit not to exceed 15%. If the CONTRACTOR disagrees with the CONSULTANTs determination of reasonable costs, the CONTRACT shall provide a list of all costs together with backup documentation 11.8 The term cost of the Work means the sum of all direct extra costs necessarily incurred and paid by the CONTRACTOR in the proper performance of the Change Order. Except as otherwise may be agreed to in writing by CITY, such costs shall be in amounts no higher than those prevailing in Miami-Dade County and shall include only the following items: . II.S.I Payroll costs for employees in the direct employ of CONTRACTOR in the performance of the Work described in the Change Order under schedules of job classifications agreed upon by CITY and CONTRACTOR. Payroll costs for employees not employed full time on the Work shall be apportioned on the basis of their time spent on the Work. Payroll costs shall be limited to: salaries and wages, plus the costs of fringe benefits which shall include social security contributions, unemployment, excise and payroll taxes, workers' compensation, health and retirement benefits, sick leave, vacation and holiday pay applicable thereto. Such employees shall include superintendents and foremen at the site. The expenses of performing Work after regular working hours, on Sunday or legal holidays shall be included in the above only if authorized by CITY and provided it was not in any way. whether in whole or in part the result of the fault of the CONTRACTOR due to negligence of the CONTRACTOR or those acting by or through him or due in whole or in part to Defective Work of the CONTRACTOR. 11.8.2 Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and storage, and manufacturers' field services reqUired in connection therewith. The CONTRACTOR shall notify the CITY of all cash discounts that are available and offer the CITY the opportunity to deposit funds with the CONTRACTOR for the payment for items that offer a discount. Cash discounts shall accrue to CONTRACTOR unless the CONTRACTOR fails to timely notify the CITY of the discounts or if the CITY deposits funds with CONTRACTOR With which to make payments in which cases the cash discounts shall accrue to . the CITY. All trade discounts, rebates and refunds. and all returns from sale of surplus materials and equipment shall accrue to CITY, and CONTRACTOR shall make provisions so that they may be obtained. I I.S.3 Payments made by CONTRACTOR to the Subcontractors for Work performed by Subcontractors. If required by CITY, CONTRACTOR shall obtain competitive bids from Subcontractors acceptable to him and shall deliver such bids to CITY who will then determine, with the advice of the CONSULTANT, which Bids will be accepted. No subcontract shall be a cost plus contract unless approved in writing by the CITY. If a Subcontract prOVides that the Subcontractor is to be paid on the basis of Cost of Work plus a fee, the cost of the Work shall be determined in accordance this section I 1.8 and in such case the word "Subcontractor" shall be substituted for the word "CONTRACTOR". I 1.8,4 Rentals of all construction equipment and machinery, except hand tools, and the parts thereof whether rented from CONTRACTOR or others in accordance with rental agreements approved by CITY with the advice of CONSULTANT, and the costs of transportation. loading, tpepe02-IS-13 Page 50 of 75 unloading, installation, dismantling and removal thereof -all in accordance with terms of said rental agreements. The rental of any such equipment, machinery or parts shall cease when the use thereof is no longer necessary for the Work. 11.8.5 Sales, use or similar taxes related to the Work, and for which CONTRACTOR is liable, imposed by any governmental authority. 11.8.6 Payments and fees for permits and licenses. Costs for permits and licenses must be shown as a separate item. 11.8.7 The cost of utilities, fuel and sanitary facilities at the site. 11.8.8 Minor expenses such as telegrams, long distance telephone calls, telephone service at the site, expressage and similar petty cash items In connection with the Work. 11.8.9 Cost of premiums for additional Bonds and Insurance required solely because of changes in the Work, not to exceed two percent (2%) of the increase in the Cost of the Work. I 1.9 The term Cost of the Work shall NOT include any of the following: 11.9.1 Payroll costs and other compensation of CONTRACTOR'S officers, executives, principals (of partnership and sole proprietorships), general managers, engineers, architects, estimators, lawyers, agents, expediters, timekeepers, clerks and other personnel employed by CONTRACTOR whether at the site or in its principal or a branch office for general administration of the Work and not specifically Included in the schedule referred to in Subparagraph 1 1.5. 11.9.2 Expenses of CONTRACTOR'S principal and branch offices other than its office at the site. 11.9.3 Any part of CONTRACTOR'S capital expenses, including interest on CONTRACTOR'S capital employed for the Work and charges against CONTRACTOR for delinquent payments. 11.9.4 Cost of premiums for all bonds and for all insurance policies whether or not CONTRACTOR is required by the Contract Documents to purchase and maintain the same (except as otherwise prOVided in Subparagraph 11.8.9). 11.9.5 Costs due to the negligence of CONTRACTOR, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective work, disposal of materials or equipment wrongly supplied and making good any damage to property. 11.9.6 Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly included in Paragraph 11.8. I I. I 0 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; or if none can be agreed upon. 11.10.2 A mutually acceptable fixed percentage (not to exceed 15%). I 1.1 I The amount of credit to be allowed by CONTRACTOR to CITY for any such change which results in a net decrease in cost will be the amount of the actual net decrease in costs calculated in the same manner as provided in 11,8, When both additions and credits are involved in anyone change, the net shall be computed to include overhead and profit, identified separately, for both additions and credit, provided however, the CONTRACTOR shall not be entitled to claim lost profits for any Work not performed. ARTICLE IZ -TIME FOR COMPLETION.lI0UIDATED DAMAGES ANO_CHANGE OF THE CONTRACT TIME 12. I Time is of the essence to this contract and the date of beginning and the time for completion of the Work are essential conditions of the Contract. Therefore,·the Work shall be commenced on the date specified In the Notice to Proceed and completed within the time specified for completion of the work. 12.2 The CONTRACTOR shall proceed with the Work at such rate of progress to ensure full completion within the Contract Time. It is expressly understood and agreed, by and between the CONTRACTOR and the CITY, that the Contract Time for the completion of the Work described hereIn is a reasonable time, taking into consideration the average climatic and economic conditions and other factors prevailing in the locality of the Work. No extension of time shall be granted due conditions that the Contractor knew of or should have known of before bidding on the project or due to inclement weather, except as provided in section 12.7. 12.3 . If the CONTRACTOR shall fail to complete the Work within the Contract Time, or extension of time granted by the CITY, then the CONTRACTOR shall pay to the CITY the amount of liqUidated damages as specified in the Contract Documents for each calendar day after the scheduled date for completion as adjusted by written Change Orders that extended the completion date. tpepe02.18·13 Page 51 of 75 12.3.1 These amounts are not penalties but are liquidated damages incurred by the CITY for its inability to obtain full use of the Project. Liquidated damages are hereby fixed and agreed upon between the parties, recognizing.the Impossibility of precisely ascertaining the amount of damages that will be sustained as a consequence of such delay, and both parties desiring to obviate any question or dispute concerning the amount of said damages and the cost and effect of the failure of CONTRACTOR to complete the Contract on time. The above-stated liquidated damages shall apply separately to each phase of the Project for which a time for completion is given. 12.3.2 CITY Is authorized to deduct the liquidated damages from monies due to CONTRACTOR for the Work under this Contract. 12.4 The Contract Time may only be changed by a written Change Order. Any claim for an extension in the CONTRACT TIME shall be based on written notice delivered to the CITY and CONSULTANT within five (5) business days of the occurrence of the event giving rise to the claim and stating the general nature of the claim including supporting data. All claims for adjustment in the Contract Time shall be evaluated and recommended by the CONSULTANT, with final approval by the CITY'S representative. Any change in the Contract Time resulting from any such claim shall be incorporated in a written Change Order. 12.5 All time limits stated in the Contract 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 to the CONSULTANT for such Drawings. Furthermore, there shall be no monetary compensation for such delay and the CONTRACTOR's sole remedy shall be an extension of time for the period of delay. 12.7 Extensions to the Contract Time for delays caused by the effects of inclement weather shall not be granted unless the weather was unusual for South Florida and could not have been anticipated, the abnormal weather is documented by records from the national weather· service and the abnormal weather is documented to have had a substantial affected on the construction 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 then the damages shall be limited to increased cost of materials that were unanticipated and that would not have been incurred but for the delay. Other than as set forth above, the only remedy for any delay shall be limited to an extension of time as provided for in Section 12.4 which shall be the sole and exclusive remedy for such resulting delay. Other than as set forth above, CONTRACTOR shall not be entitled to an increase in the Contract Price or payment or compensation of any kind from CITY for direct, indirect. consequential, impact or other costs, expenses or damages, including but not limited to, costs of acceleration or inefficiency, overhead or lost profits, arising because of delay, disruption, interference or hindrance from any cause whatsoever, whether such delay, disruption, interference or hindrance. be reasonable or unreasonable, foreseeable or unforeseeable, or avoidable or unavoidable. 12.9 The CONTRACTOR waives all claims that are not presented to the City in writing on or before the 21" day following the date of the event upon which the claim is based. ARTICLE 13 -GUARANTEE 13.1 The CONTRACTOR shall guarantee and unconditionally warrant through either the manufacturer or the CONTRACTOR directly, all materials and equipment furnished and Work performed for patent Defective Work for a period of one (I) year from the date of Final Acceptance as indicated in the CONSULTANT Letter of Recommendatiory of Acceptance or from the date when the defect was first observable, whichever is later. The same guarantee and unconditional warranty shall be extend for five (5) years from the date of Final Acceptance as indicated in the CONSULTANT Letter of Recommendation of Acceptance for latent Defective Work. The CITY will give notice of observed defects with reasonable promptness. In the event that the CONTRACTOR should fail to commence to correct such Defective Work within ten (10) calendar days after having received written notice of the defect. or should the CONTRACTOR commence the corrective work, but fail to prosecute the corrective work continuously and diligently and in accordance with the Contract Documents, applicable law, rules and regulations, the CITY may declare an event of default, terminate the Contract in whole or in part and cause the Defective Work to be removed or corrected and to complete the Word at the CONTRACTOR's expense, and the CITY shall charge the CONTRACTOR the cost thereby incurred. The Performance Bond shall remain in full force and effect through the guarantee period. 13.2 The specific warranty periods listed in the Contract Documents, if different from the period of time listed in Section 13.1, shall take precedence over Section 13.1. tpepe02·18-13 Page 52 of 75 ARTICLE 14 -PAYMENTS AND COMPLETION fu}'IIlSillj;s. to Contractor 14.1 The Contractor shall not be entitled to any money for any work performed before the issuance of a Notice to Proceed on the form described in the Contract Documents and the issuance by the City of a "purchase order", or any other document, does not and shall not authorize the commencement of the Work. At least ten (10) calendar days before each progress payment falls due (but not more often than once a month), the CONTRACTOR shall submit to the CONSULTANT a partial payment estimate filled out and signed by the CONTRACTOR covering the Work performed during the period covered by the partial payment estimate and supported by such data as the CONSULTANT may reasonably require. All progress payment applications after the first progress payment shalf be accompanied by partial releases of lien executed by all persons, firms and corporations who have furnished labor, services or materials incorporated into the work during the period of time for which the previous progress payment was made, releaSing such claims and lien rights, if any, of those persons. If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at or near site, the partial payment estimate shall also be accompanied by such supporting data, satisfactory to the CITY, which establishes the CITY'S title to the material and eqUipment as welf as certificates of insurance providing coverage for 100% of the value of said material and equipment covering the material and equipment from all casualties as welf as theft, vandalism, fire and flood. The CONTRACTOR shall replace at its expense any stored materials paid for which are either damaged or stolen before installation. The CONSULTANT will within ten (10) calendar days after receipt of each partial payment estimate, either certifying in writing its approval of payment and present the partial payment estimate to the CITY, or return the partial payment estirnate to the CONTRACTOR, indicating in writing his reasons for refusing to approve payment. In the latter case, the CONTRACTOR may make the necessary corrections and resubmit the partial payment estimate. The CITY, will within thirty (30) calendar days of presentation to it of any approved partial payment estimate. pay the CONTRACTOR a progress payment on the basis of the approved partial payment estimate. The CITY shall retain ten (10%) percent of the amount of each payment until Final Completion and Acceptance obll Work covered by the Contract Documents. Any interest earned on the retainage shall accrue to the benefit of the CITY. 14.2 The CONTRACTOR. before it shall receive final payment, shall deliver to the CITY a Contractor's Final Payment Affidavit as set forth in the Florida Construction Lien Statute as well as final releases of lien executed by all persons who have performed or furnished labor, services or materials, directly or indirectly, which was incorporated Into the Work. If any person refuses to provide such a release or provides a conditional release, the CITY shall have the right to issue a joint check made payable to the CONTRACTOR and such person. Contractor's Warranty of Title 14.3 The CONTRACTOR warrants and guarantees that title to all Work, materials and equipment covered by an Application for Payment whether the VV'ot'k, material or equipment is incorporated in the Project or not, shall have passed to the CITY prior to the making of the Application for Payment, free and clear of all liens, claims, security interest and encumbrances (hereafter in these General Conditions referred to as "Liens"); and that no Work, materials or equipment, covered by an Application for Payment, will have been acqUired by the CONTRACTOR or by any other person performing the Work at the site or furnishing materials and equipment for the Project, under or pursuant to an agreement under which an interest therein or encumbrance thereon is retained by the seller or otherwise imposed by the CONTRACTOR or such other person. Approval of Payment 14.4 The CONSUL TNT's approval of any payment requested in an Application for Payment shall constitute a representation by him to the CITY, based on the CONSULTANT's on site observations of the Work in progress as an experienced and qualified design professional and on his review of the Application for Payment and supporting data. that the Work has progressed to the point indicated in the Application for Payment; that, to the best his knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning Project upon substantial completion as defined in Article I, to the results of any subsequent tests called for in the Contract Documents and any qualifications stated in his· approval); and that the CONTRACTOR is entitled to payment of the amount approved. However, by approving, any such payment the CONSULTANT shall not thereby be deemed to have represented that he made exhaustive or continuous on-site observations to check the quality or the quantity of the Work, or that he has reviewed the means, methods, techniques, sequences and procedures of construction or that he had made any examination to tpepe02·1 G·13 Page 53 of 75 ascertain how or for what purpose the CONTRACTOR has used the moneys paid or to be paid to him on account of the Contract Price, or that title to any Work, materials, or equipment has passed to the CITY free and clear of any liens. 14.5 The CONTRACTOR shall make the following certification on each request for payment: "I hereby certify that the labor and materials listed on this request for payment have been used in the construction of this Work and that all materials included in this request for payment and not yet incorporated into the construction are now on the site or stored at an approved location, and payment received from the last request for payment has been used to make payments to all his Subcontractors and suppliers, except for the amounts listed below beside the names of the persons who performed work or supplied materials". In the event that the CONTRACTOR withholds payment from a Subcontractor or Supplier, the same amount of money shall be withheld from the CONTRACTOR's payment until the issue is resolved by ,written agreement between them and then a joint check shall be made payable to the person in question and the CONTRACTOR in accordance with the settlement agreement, otherwise the money shall be held by the CITY until a judgment is entered in favor of the CONTRACTOR or the person, in which case the money shall be paid according with said judgment. Nothing contained herein shall indicate an intent to benefit any third persons 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 to the CITY as required this Section 14. It may also refuse to approve any payment, or it may void any prior payment application certification because of subsequently discovered evidence or the results of subsequent inspection or tests to such extent as may be necessary in its opinion to protect the CITY from loss because: 14.6.1 of Defective Work, or completed Work has been damaged requiring correction or replacement, 14.6.2 the Work for which payment is requested cannot be verified, 14.6.3 claims of Liens have been filed or received, or there is reasonable evidence indicating the probable filing or receipt thereof, 14.6.4 the Contract Price has been reduced because of modifications, 14.6.5 the CITY has correct Defective Work or completed the Work in accordance with Article 13. 14.6.6 of unsatisfactory prosecution of the Work, including failure to clean up as required by paragraphs 6.29 and 6.30, 14.6.7 of persistent failure to cooperate with other contractors on the Project and persistent failure to carry out the Work in accordance with the Contract Documents, 14.6.8 of liquidated damages payable by the CONTRACTOR, or 14.6.9 of any other violation of, or failure to comply with provisions of the Contract Documents. 14.7 Prior to Final Acceptance the CITY, with the approval of the CONSULTANT, may use any completed or substantially completed portions of the Work provided such use does not interfere with the CONTRACTOR's completion of the Work. Such use shall not constitute an acceptance of such portions of the Work. 14.8 The CITY shall have the right to enter the premises for the purpose of doing Work not covered by the Contract Documents. This prOVision shall not be construed as relieving the CONTRACTOR of the sole responsibility for the care and protection of the Work, or the restoration of any damaged Work except such as may be caused by agents or employees of the CITY. , 14.9 Upon completion and acceptance of the Work the CONSULTANT shall issue a Certificate attached to the Final Application for Payment that the Work has been accepted by it under the conditions of the Contract Documents, The entire balance found to be due the CONTRACTOR, including the retained percentages, but except such sums as may be lawfully retained by the CITY, shall be paid to the CONTRACTOR within thirty (30) calendar days of completion and acceptance of the Work. 14.10 Upon The awarded CONTRACTOR will be strongly encouraged to register as an ePayables Vendor with the City. The Bank of America ePayables Solution is an automated card payment process that shifts accounts payable disbursements to corporate purchasing cards. ePayables, streamline the process of making payments to your organization going forward, the City will provide the CONTRACTOR with a credit card account number to keep on file. This card has unique security features, with $0 of available funds until an invoice is approved for payment. After an invoice has received proper and complete approval, an electronic remittance advice will be 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 & Answers Form contained in this RFP or contact the CITY's Finance department at (305) 663-6343 with any questions. tpepe02-18. 13 Page 54 of 75 Acceptance of Final Payment as Release 14.11 The Acceptance by the CONTRACTOR of Final Payment shall be and shall operate as a release to the CITY and a waiver of all claims and all liability to the CONTRACTOR other than claims previously filed and unresolved. The waiver shall include all things done or furnished in connection with the Work and for every act and neglect of the CITY and others relating to or arising out of this Work. Any payment, however, final or otherwise, shall not release the CONTRACTOR or its sureties from any obligations under the Contract Documents or the Performance Bond and Payment Bonds. 14.12 The CONSULTANT may void any certification of Substantial Completion or Final Completion of the Work as may be necessary in his opinion to protect the CITY from loss if he determines, because of subsequently discovered evidence or the results of subsequent inspection or tests, that: 14.12.1 the Work is defective, or that the completed Work has been damaged due to the fault of the CONTRACTOR or any individual or entity operating under or through it requiring correction or replacement to the extent that the project is no longer Substantially Completed, or in the case of Final Completion certification, is no longer Finally Competed. 14.12.2 the Work necessary to be completed for the purpose of certifying the work as being Substantially Completed or Finally Completed cannot be verified, 14.12.3 claims or Liens have been flied or received, or there is reasonable evidence indicating the probable filing or receipt thereof that, if valid and paid, would reduce the amount owing to the CONTRACTOR BY 20% in the case of Substantial Completion and 5% in the case of Final Completion. 14.12.5 there is Defective Work the value of which, if deducted from the contract prio'l would reduce the amount owing to the CONTRACTOR BY 20% in the case of Substantial Completion and 5% In the case of Final Completion. ARTICLE 15 -SUSPENSION OF WORK AN D TERMINATION 15.1 The CITY may, at any time and without cause, suspend the Work or any portion thereof for a period of not more than ninety (90) calendar days by notice in writing to the CONTRACTOR and the CONSULTANT, which shall fix the date on which Work shall be resumed. The CONTRACTOR shall be allowed an increase in the Contract Price or an extension of the Contract Time, or both, directly attributable to any suspension and if a claim is timely made and if it is allowed under the terms of Articles II or Article 12. City May Terminate 15.2 If the, CONTRACTOR is adjudged bankrupt or insolvent, or if he makes a general assignment for the benefit of its creditors, or if a trustee or receiver is appointed for the CONTRACTOR or for any its property, or if he files a petition to take advantage of any debtor's act, or to reorganize under bankruptcy or similar laws, or if he repeatedly fails to supply sufficient skliled workmen or sUitabie materials or equipment, or If he repeatedly fails to make prompt payments to Subcontractors or for labor, materials or equipment or he disregards laws, ordinances, rules, regulations or orders of any public body having jurisdiction, or if he disregards the authority of the CONSULTANT, or if he otherwise violates any provision of, the Contract Documents, then the CITY may, without prejudice to any other right or remedy and after giving the CONTRACTOR and the Surety seven (7) calendar days written notice, terminate the services of the CONTRACTOR and take possession of the Project and of all materials, equipment, tools, construction equipment and machinery thereon owned by the CONTRACTOR, and finish the Work by whatever method it may deem expedient. In such case the CONTRACTOR shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the Contract Price exceeds the direct and Indirect costs of completing the Project, including compensation for additional professional services, such excess shall be paid to the CONTRACTOR. If such costs exceed such unpaid balance, the CONTRACTOR or the Surety on the Performance Bond shall pay the difference to the CITY. Such costs incurred by the CITY shall be determined by the CONSULTANT and incorporated in a Change Order. If after termination of the CONTRACTOR under this Section, it is determined by a court of competent jurisdiction for any reason that the CONTRACTOR was not in default, the rights and obligations of the CITY and the CONTRACTOR shall be the same as if the termination had been issued pursuant to Section 15.5 15.3 Where the CONTRACTOR'S services have been so terminated by the CITY said termination shall not affect any rights of the CITY against the CONTRACTOR then existing or which may thereafter accrue. tpepe02-18.13 Page 55 of 75 Any retention or payment of moneys by the CITY due the CONTRACTOR shall not release the CONTRACTOR from liability. 15.4 Upon seven (7) calendar days written notice to the CONTRACTOR and the CONSULTANT, the CITY may, without cause and without prejudice to any other right or remedy, elect to terminate the Contract for the convenience of the CITY. In such case, the CONTRACTOR shall be paid for all Work executed and accepted by the CITY as of the date of the termination, minus any deduction for damage or Defective Work. No payment shall be made for profit for Work which has not been performed. Removal of Equipment 15.5 In the case of termination of this Contract before completion for any cause whatever, the CONTRACTOR, if notIfied to do so by the CITY, shall promptly remove any part or all of its eqUipment and supplies from the property of the CITY. Should the CONTRACTOR not remove such eqUipment and supplies, the CITY shall have the right to remove them at the expense of the CONTRACTOR and the CONTRACTOR agrees that the CITY shall not be liable for loss or damage to such equipment or supplies. Equipment and supplies shall not be construed to include such items for which the CONTRACTOR has been paid in whole or in part. Contractor May Stop Work or Terminat§ 15.6 If, through no act or fault of the CONTRACTOR, the Work is suspended for a period of more than ninety (90) calendar days by the CITY or by order of other public authority, or under an order of court or the CONSULTANT fails to act on any Application for Payment within thirty (30) calendar days after it is submitted, or the CITY fails to pay the CONTRACTOR any sum approved by the CONSULTANT, within thirty (30) calendar days of its approval, and presentation, then the CONTRACTOR may, upon twenty (20) calendar days written notice to the CITY and the CONSULTANT, terminate the Contract. The CITY may remedy the delay or neglect within the twenty (20) calendar day time frame. If timely remedied by the CITY. the Contract shall not be considered terminated. In lieu of terminating the Contract, ifthe CONSULTANT has failed to act on an Application for Payment or the CITY has failed to make any payment as afore said, the CONTRACTOR may upon ten (10) calendar days' notice to the CITY and the CONSULTANT stop the Work until it has been paid all amounts then due. Indemnification of Consultant. 15.7 The CONTRACTOR and the CITY hereby acknowledges that the CONSULTANT may be reluctant to rule on any disputes concerning the Contract Documents or on the performance of the CONTRACTOR or the CITY pursuant to the terms of the Contract Documents. Therefore, the CITY or the CONTRACTOR, at the CONSULTANT's request, agree to provide the CONSULTANT with a written indemnification and hold harmless agreement to indemnify and hold the CONSULTANT harmless before the CONSULTANT makes an interpretation, de-certifies a payment application, decertifies Substantial Completion, decertifies Final Completion, certifies an event of default, or approves any action which requires the approval of the CONSULTANT. ARTICLE 16 -MISCELLANEOUS 16.1 Whenever any provision of the Contract Documents requires the giving of written notice it shall be deemed to have been validly given if delivered In person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or if delivered at or sent by registered or certified mail, postage prepaid, to the last known business address. 16.2 The Contract Documents shall remain the property of the CITY. The CONTRACTOR and the CONSULTANT shall have the right to keep one record set of the Contract Documents upon completion of the Project. 16.3 The duties and obligations imposed by these General Conditions, Special Conditions and Supplemental Conditions, if any, and the rights and remedies available hereunder, and, in particular but without limitation, the warranties, guarantees and obligations imposed upon CONTRACTOR by the Contract Documents and the rights and remedies available to the CITY and CONSULTANT thereunder, shall be in addition to, and shall not be construed in any way as a limitation of, any rights and remedies available by law, by special guarantee or by other provisions of the Contract Documents. 16.4 Should the CITY or the CONTRACTOR suffer injury or damage to its person or property because of any error, omission, or act of the other or of any of their employees or agents or others for whose acts they are legally liable, claim shall be made in writing to the other party within twenty one (21) calendar days of the first observance of such injury or damage. tpepe02-IS-13 Page 56 of 75 ARTICLE 17 -WAIVER OF JURY TRIAL i 7.1 CITY and CONTRACTOR knowingly, irrevocably voluntarily and intentionally waive any right either may have to a trial by jury in State or Federal Court proceedings in respect to any action, proceeding, lawsuit or counterclaim arising out of the Contract Documents or the performance of the Work thereunder. ARTICLE 18 -ATTORNEYS FEES IURISDICTION I VENUE I GOVERNING LAW 18.1 The Contract shall be construed in accordance with and governed by the law of the State of Florida. 18.2 The parties submit to the jurisdiction of any court of competent jurisdiction in Florida regarding any claim or action arising out of or relating to the Contract or Contract Documents. Venue of any action to enforce the Contract shall be in Miami-Dade County, Florida. 18.3 If either the CITY or CONTRACTOR seeks to enforce the terms of the Contract by court proceedings. the prevailing party shall be entitled to recover all such costs and expenses, including. but not limited to, court costs, and reasonable attorney's fees. 18,4 Except as may be otherwise provided in the Contract Documents, all claims. counterclaims, disputes and other matters in question between the CITY and the CONTRACTOR arising out of or relating to this Contract or the breach thereof, shall be decided in a court of competent jurisdktion within the State of Florida. ARTICLE 19 -PROJECT RECORDS i 9.1 The CiTY shali have right to inspect and copy during regular business hours at CiTY'S expense, the books and records and accounts of CONTRACTOR which relate in any way to the Project, and to any claim for additional compensation made by CONTRACTOR, and to conduct an audit of the financial and accounting records of CONTRACTOR which relate to the Project. CONTRACTOR shall retain and make available to CITY all such books and records and accounts, financial or otherwise, which relate to the Project and to any claim for a period of three (3) years follOWing final completion of the Project. During the Project and the three (3) year period following final completion of the Project. CONTRACTOR shall prOVide CITY access to its books and records upon five (5) business day's written notice. ARTICLE 20 -SEVERABILITY 20.1 If any provision of the Contract or the application thereof to any person or situation shall to any extent, be held invalid or unenforceable, the remainder of the Contract, and the application of such provisions to persons or sitJations other than those as to which it shall have been held invalid or unenforceable shall not be affected thereby, and shall continue in full force and effect, and be enforced to the fullest extent permitted by law. ARTICLE 21 -INDEPENDENT CONTRACTOR 21.1 The CONTRACTOR is an independent CONTRACTOR under the Contract. Services provided by the CONTRACTOR shall be by employees of the CONTRACTOR and subject to supervision by the CONTRACTOR, and not as officers, employees, or agents of the CITY. Personnel policies, tax responsibilities, social security and health insurance. employee benefits. purchasing licies and other similar administrative procedures, applicable to services rendered under the Con ct shall be those of the CONTRACTOR. IN WITNESS WHEREOF, the parties hereto have inclusion as part of the Contract on this ~ day of ~~lUl.lol:f1l."----f-- to acknowledge their WITNESSES: tpepe02.18-i3 Page 57 of 75 AUTHENTICATION: OWNER: Signature:~. C&-~~5ignature: ___ ~"----:;,<-.. _____ _ Maria Menendez f Steven ~ and City Clerk City l'ilinag tpepe02·18·13 Page 58 of 75 FORM OF PERFORMANCE BOND Bus Shelters Phase 2 KNOW ALL MEN BY THESE PRESENTS: That. pursuant to the requirements of Florida Statute. 255.05. we.~rJ?tvre l4<:""q"oo &llS·h·U;:."·J,·;!'ry\'--=-__________ " whose business address IS ~;::t':' pr"'i?Tc.,w and whose telephone number is .~.-512-Q25'2-as Principal (hereinafter .?eferred to as "Contractor"). and --: __ --:----:-___ --:-______________ . whose business address is and whose telephone number is • as Surety, are bound to the City of South Miami whose business address is and whose telephone number is , as Obligee, (hereinafter referred to as "City") in the amount of _________ ..,-_______ _ Dollars ($ ) for the payment whereof Contractor and Surety bind themselves, their heirs. executors. administrators, successors and assigns, jointly and severally. WHEREAS, Contl'actor has entered into a Contract, for the «PROJECT». awarded on the __ ' __ -::-_ day of , 20 __ . under Contract Number ___ by the City for the construction of ];us ;?bJbkc e h. '2. (brief description of the Work) in accordance with drawings (plans) and specifications prepared by TYUN International, which Contract is hereby made a part hereof by reference. and is hereafter referred to as the "Contract"; THE CONDITION OF THIS BOND is that the Contractor: I. Fully pelforrns the Contract between the Contractor and the City for the Bus Shelters Phase 2. Within 120 days after the date of Contract commencement as specified in the Notice to Proceed and in the manner prescribed in the Contract; and 2. Indemnifies and pays City all losses. damages (specifically including. but not limited to, damages for delay and other foreseeable consequential damages). expenses, costs and attorney's fees, including attorney's fees incurred in appellate proceedings, mediation and arbitration. if any, that City sustains because of default by Contractor under the Contract or caused by or arising out of any action or proceeding to enforce the Contract or this Bond; and 3. Upon notification by the City. correct any and all patently defective or faulty Work or materials that appear within one (I) year after the issuance of the Certificate of Occupancy. and correct any and all latent defects that are discovered before the expiration of the third (3rd) year following the date of the issuance of the Certificate of Occupancy; and 4. Performs the guarantee of all Work and materials furnished under the Contract for the time specified in the Contract. If all of the forgoing conditions are met. then this Bond is void. otherwise it shall remain in full force and effect. Whenever Contractor shall be. and declared by the City to be, in default for failing to perform in strict accordance with any of the terms of the Contract, the Surety shall promptly remedy the default as well as perform in the following manner: tpepe02-IB-13 Complete the Conti-act in accordance with the Contl"act's terms and conditions provided the City makes available. as Work progresses. that portion of the Contract Price that has not already been paid to. or on behalf of. the Contractor. The City shall not be reqUired to pay any mor'e than the amount of the Contract Price. The surety shall not be obligated to pay more than the maximum amount for which the Surety may be liable as set forth in the first paragraph of this bond. If the Surety fails to commence the Work within thirty (30) days of receipt of the City's deciaration of a default or if the Surety fails to man the job with sufficient for'ces, or suspends the Work. fo.· more than thirty (30) days. eithel' consecutive or in combination with separate occasions. the City shall have the option. in the City's sole discl·etion. and without waiving its right to any other remedy or damages provided fOI" Page 59 of 75 FORM OF PAYMENT BOND Bus Shelters Phase 2 KNOW ALL MEN BY THESE PRESENTS: That, pursuant to the requirements of Florida Statute 255.0 I, et seq.. Florida Statutes, we, ~nd'R 1l-o.0fJQ frJYI6+rvc-<¥";,:rv-. , whose business address is and whose telephone number is .as Principal, (hereinafter referred to as "Contractor"). and ________________ ,. whose business address is and whose telephone number is . as Surety. are bound to the City of South Miami, whose business address is ________ and whose telephone number is ,as Obligee. (hereinafter referred to as "City") in the amount of Dollars ($ ) for the payment whereof Contractor and Surety bind themselves. their heirs, executors. administrators. successors and assigns. jointly and severally. WHEREAS. Contractor has. by written agreement. entered into a Contract for the «PROJECT». awarded on the _______ day of. __ , 20 __ , under Contract Number for the construction of i?w",. sbAW::" ('0... 'Z.. (brief description of the Work) by the City in accordance with drawings (plans) and specifications prepared by TY LIN International which Contract is hereby made a part hereof by reference and is hereafter referred to as the "Contract"; THE CONDITION OF THIS BOND is that if the Contractor: I. Promptly performs the construction work in the time and manner prescribed in the Contract; and 2. Promptly makes payments to all claimants, as defined in Section 255.05. Florida Statutes, supplying Contractor With labor, materials, or supplies, used directly or indirectly by Contractor in the prosecution of the work prOVided for in the Contract; and 3. Pays City all losses. damages. expenses. costs, and attorney's fees. including those incurred in any appellate. mediation or arbitration proceedings, if any. that Owner sustains because of a default by Contractor under the Contract; and 4. Performs the guarantee of all work and materials furnished under the contract for the time specified in the contract, then this obligation shall be void; otherwise. it shall remain in full force and effect. Any action instituted by a claimant under this bond for payment must be in accordance with the notice and time limitation provisions in Section 255.05(2). Florida Statutes. tpepe02-IB-13 Page 62 of75 The Surety hereby waives notice of and agrees that any changes in or under the Contract Documents and compliance or noncompliance with any formalities connected with the Contract shall not affect the Surety's obligation under this Bond. IN WITNESS WHEREOF, the above bonded parties have executed this instrument under their several seals on this day of . 20 __ , the name and the corporate seal of each corporate party being hereto affixed and these presents being duly signed by its underSigned representative. IN PRESENCE OF: (Individual. President, Managing Member or General Partner, etc.) (Business Address) (City/State/Zip) (Business Telephone) OR (Corporate Name) ATTEST: (President) Secretary (Business Address) (City/State/Zip) (Business Telephone) IN THE PRESENCE OF: _______ ,INSURANCE COMPANY: BY: ___________ (SEAL) (Agent and Attorney-in-fact Signature) (Business Address) (City/State/Zip (Business Telephone) *Power of Attorney must be attached. tpepe02 ·18.13 Page 63 of 75 liability with limits of $1,000,000 combined single limit per occurrence and $2,000,000 aggregate, including: o Personal Injury: $1,000,000; o Medical Insurance $25,000 per person; o Property Damage: $500,000 each occurrence; o Automobile Liability: $1,000,000 each accident/occurrence. C. Umbrella Commercial General Liability insurance on a Florida approved form with the same coverage as the primary insurance policy but in the amount of $ f ,000,000 per claim. The City must be named as additional "named" insured for all except Workers' Compensation, and reflect the indemnification and hold harmless provision contained herein. Policy must specify whether it is primary or excess/umbrella coverage. City must receive 10 days advance written notice of any policy modification and 30 days advance written notice of cancellation, including cancellation for non-payment of premiums. All insurance must remain in full force and effect for the duration of the contract period with the City. The CONTRACTOR/COMPANY must provide not only a "certified copy" of the Binder but also the Policy itself with the name, address and phone number of the agent and agency procuring the insurance. D. Workman's Compensation Insurance in compliance with Chapter 440, Florida Statutes, as presently written or hereafter amended. E. The policies shall contain waiver of subrogation against City where applicable, shall expressly provide that such policy or policies are primary over any other collective insurance that Cit.-y may have. The City reserves the right at any time to request a copy of the required policies for review. All policies shall contain a "severability of intet-est" or "cross liability" clause without obligation for premium payment of the City. F. All of the above insurance required to be provided by the CONTRACTOR/COMPANY is to be placed with BEST rated A-8 (A-VIII) or better insurance companies, qualified to do business under the laws of the State of Florida on approved Florida forms. The CONTRACTOR/COMPANY shall furnish certified copies of all "Binders" or certificates of insurance to the City prior to the commencement of operations, which "Binders" or certificates shall clearly indicate that the CONTRACTOR/COMPANY has obtained insurance in the type, amount, and classification as reqUired for strict compliance with this Section and that no reduction in limits by endorsement during the policy term, or cancellation of this insurance shall be effective without thirty (30) days prior written notice to the CITY. Compliance with the foregoing requirements shall not relieve the CONTRACTOR/COMPANY of his liability and obligations under this Section or under any other portion of this Agreement. CONTRACTOR/COMPANY agrees to supply copies of certificates of insurance to the City verifying the above-mentioned insurance coverage. CONTRACTOR/COMPANY agrees to list City as an Additional Insured of the CONTRACTOR/COMPANY's General liability insurance and shall provide the City quarterly reports concerning any and all claims. tpepe02-18-13 Page 66 of 75 NOTICE TO PROCEED Bus Shelters Phase 2 TO: DATE: PROJECT DESCRIPTION: Bus Shelters Phase 2, in accordance with Plans and Contract Documents as may be prepared in whole or in part by TV. LIN Intemational, the prime consultant and hereinafter referred to as CONSULTANT. You are hcrJ}~y I)otified t6 commence Work in accordance with the C~n:ract dated ::)#028 .2I!J1;} o~ or before C/tJ.'L· /,( :J-t?/3 . You are to complete the work wlthm 120 days. The date of cornpletlOn of al/ Work is therefore __________ _ ACCEPTANCE OF NOTICE Receipt of the above Notice to Proceed is hereby acknowledged by on this ____ day of BY: TITLE: _________ _ tpepe02.18·13 Page 67 of 75