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Res No 173-14-14267RESOLUTION NO.173_14_14267 A Resolution authorizing the City Manager to negotiate and enter into a contract with EMK General Service,Corp.for a total expenditure not to exceed $8,912.50 for installation of Wi-Fi antennas WHEREAS,theMayorandCityCommissionwishtoprovideWi-FiserviceintheDowntownarea,andrequire the installation of two antennas to do so;and WHEREAS,pursuant to acompetitiveselectionprocessin accordance with the City Charter,itwas determined thatTridentTelecom,Inc.submittedaproposalintheamountof$5,900 that was the mostcomprehensiveandcost effectiveinits construction approach;and WHEREAS,Trident Telecom,Inc.madeamistakeinpreparingits proposed priceandhas requested the City's Consent to withdraw itsproposal;and WHEREAS,pursuant to thecompetitiveselectionprocess,itwas determined that EMK GeneralService,Corp. submitteda current proposalin the amount of$7,750 that was the next most comprehensive and cost effectiveinits construction approach;and WHEREAS,the City desires to providea 15%contingencyof$1,162.50 over the proposal amount forunknown factors that mayariseduring the work;and WHEREAS,the total expenditure,including thecontingency amount,is not to exceed $8,912.50;and WHEREAS,the MayorandCityCommissiondesireto authorize the CityManager negotiate and to enter intoa contract with Trident Telecom,Inc for the installation of Wi-Fi Antennas for a total amount not to exceed $8,912.50; NOW,THEREFORE,BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI,FLORIDA THAT: Section I:TheCityManageris authorized tonegotiatethe terms and conditions and execute a contract with EMK GeneralService,Corp for the installationoftwo concrete polesandanelectricpanelfor the installationof Wi-Fi Antennasforanamountnottoexceed$7,750.Acopyoftheproposalisattached.Themanagerisauthorizedtoexpendan additional amount of$1,162.50 over the proposal amount forunknownfactors that mayariseduring the work. Section 2:The expenditure shallbechargedto the City'sParking account number 001 -1410-513-3459 whichhas abalanceof$101,540.22,before this request wasmade. Section 3:Ifanysectionclause,sentence,or phraseofthisresolutionisforanyreasonheld invalid or unconstitutionalbya court of competent jurisdiction,the holding shall notaffectthe validity oftheremainingportionsof this resolution. Section 4.Thisresolutionshalltakeeffect immediately uponadoption. PASSED AND ADOPTED this 2nd day of September ,2014. READ ANDAPPRJDVED AS T0-RORM u\i^UJ^k^^AUTY And execution ifRE COMMISSION VOTE:5-0 Mayor Stoddard Yea ViceMayor Harris Yea Commissioner Welsh Yea Commissioner Liebman Yea Commissioner Edmond Yea South'*Miami THE CITY OF PLEASANT LIVING CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM To: From: Date: Subject: Background: Amount: Account: The Honorable Mayor&Members of the City Commission Steven Alexander,City Manager September 2,2014 Agenda Item No.:s A resolution authorizing the City Manager to negotiate and enter intoa contract withEMK General Service,Corp.foratotal expenditure notto exceed $8,912.50 for the installationof concrete poles foraWi-Fi System. Inaneffortto provide Wi-Fi service in the Downtown area,itis the City'sintent to install two concrete poles to accommodate electrical service and antennas fora Wi-Fi system. The City received three (3)quotes in response toa solicitation,shown below. Pursuant to review,it was determined that Trident Telecom,Inc.submitted a proposal that was the most comprehensive and cost effective inits construction approach.A resolution was presented to the commission on to award Trident Telecom,Inc.and was approved on July 15,2014.The contractor formally withdrew from the project on August 27,2014. EMK General Service,Corp.,being the next lowest and responsive bidder,was contacted.Due to the concrete pole cost increase,their current bid price is increased to $7,750,form $6,750.This isstill the next lowest bid. The three (3)quotes received: Trident Telecom,Inc. EMK General Service,Corp. JN Electrical Contractors,LLC. $5,900 (7-15-14),Withdrawn $6,750 (7-15-14),Now $7,750 (8-27-14) $12,876(7-15-14) A 15%contingency of $1,162.50 will be included over the proposal amount fromEMK General Service,Corp.to address for unknown factors that may arise during the work.The total amount of the contract,including the contingency,will be $8,912.50. Amount not to exceed $8,912.50 The expenditure shall be charged to the City's Parking account number 001- 1410-513-3459,which has a balance of $101,540.22,before this request was made. Attachments:Resolution Quotes Withdrawal notice from Trident Telecom,Inc. EMK GENERAL SERVICE,CORP JOB ESTIMATE 292 nw 44 ave MIAMI FL 33126 ContiVladimir j Garcia phon:(786)296-4251 emkqeneralseiv@vahoo.com TO:Cityof South Miami ATT :Ricardo A.Ayala 6130 Sunset dr Miami fl 33143 EmailRavala@SouthMiamiFL.gov JOB DESCRIPTION install two post for wifi network ITEMjZEPESTJMi^ DATE:8/26/2014 ??AMQJJNt? Jobconsistsof providing electrical powerattwopostforthe wifi-network.l will supplythe120volts with 20 and metter along withthe post $7,750.00 Labor,Material nota:jobsstartdateconsistsofpostdelivery.itfrom3to4weeks TOTAL ESTIMATED JOB COST Quotation prepared by:AC Electrical contractor inc Thisisa quotation onthegoodsnamed,subject to the conditionsnotedbelow: (Describe any conditions pertaining tothese prices andany additional termsoftheagreement. You maywanttoincludecontingenciesthatwillaffectthequotation.) Toacceptthisquotation,signhereandreturn: $7,750.00 l&Sl^Inptazjblgs start date consists of post delivery.it from 3to4weeks ll^be^ IXmWftWiS&siftitMfi network- $&~%.%\i33&>Ja^w*-^_. rgjlJIMfeANPMATERIALS ^l^^j^vlding'electrical power at two post for the wifi-network Iwill supply the 120 volts with 20 amp breaker ^Fai|f)|)^trTthe ptost -^Vj»? ^jjBfflLWtPSi ?>^Pj jet £$:? TOTAL ESTIMATED JOB COST $6,750,00 !$&£Quotation prepared by:AC Electrical contractor inc l^i T i This isaQuotation on the goods named,subject tothe conditions noted below l^ir^c-(Describe any conditions pertaining tothese prices and any additional terms ofthe agreement. |$S.A Xk*i W^v want to include contingencies that will affect the quotation.) |JJ i^-rjo accept this quotation^sign here and return:_ v*&c:*{?: g^-v •f?&;-fr%\'~ •^j% *-«& f ^56^m JN Electrical Contractors,LLC. 2811 NW103 Street. Miami FL 33147. Cell:786-693-3392,fax:305-694-9284 Email:jsalgueiros@yahoo.es Date:06/15/14. To:Ricardo A.Ayala. City of South Miami. Capital Improvement ProjectManager. 4795 SW 75 Ave. Miami,FL 33155. Thisistheestimateoftheworkand materials neededto install thetwo poles,with all thebelow specifications as you send us: •Ametercanandanelectricpanelineachpole. •A 120V system. •The city is using a hot,neutral and ground.The ground will be connected tothe grounding rod that needs tobeinstalledforthe system. •FPLis coming witha duplex #6. •Certain construction work in the sidewalk with the electric box necessary. We are estimating using a concrete pole of 20\whose price is valid 30 days and their delivery is within 6-7 weeks. For all this work JN Electrical Contractors,LLC.is estimating $12876.00,that according the above will change depending the pole prices but around the above estimation,or ifthere are changes in the job specifications. Weare going toneedapaymentofhalfofthemoniesatthe beginning andtheotheroneatthe final inspection. In the prices,we are including the City permits,the materials,and the above services of our company. If some other job hastobe done,orifthe inspector asks for some other job tobe done,these jobs arenot included in this estimate. Jorge E.Salgueiros JN Electrical Contractors,LLC. w.*w«jsa-.:«&;s.ti ^y:iirr.jjjs TELECOM,INC. 13832 SW 142nd Avenue,Miami,FL 33186 DATE:6/9/2014 JOB NAME:City ofSouth Miami NewConcrete Poles CUSTOMER PO: CUSTOMER:Grizel Martinez S6-9-14QUOTENO.: PREPARED BY:Bob Price PHONE NO.: FAX NO.: E-MAIL:Martinez.Grizel <GMartinez(@southmiamifl.aov> Install(2)new 25'concretepolesandelectricalhardwareper customer provided scopeandspecifically drawing (filename "droppedimage_Rev3 2114"). Thisquoteincludeslabor&materialcostforthefollowing: (2)25'concrete poles (2)60amp elctrical panels (2)meter cans (2)handholes Misc.hardware &conduits permits (City of SouthMiamionly) sidewalk restoration Underground Locates SCOPE: NOTES: E-MAIL:bprice(g),tridenttelxom Quote doesnot provide forany fees required by FPL or others.Quote Doesnot include anysealedstructuraldrawingsifrequired.Trafficcontrolwillconsist of barrades,cones,andflag persons.(Nolaw enforcement personell havebeen provided for). LABOR AMOUNT: MATERIAL/FLAT AMOUNT:_ LUMP SUM TOTAL:$ $ 5,900.00 \yJVrWi<&\~'W- 13832 SW 142AVE.MIAMI,FLORIDA 33186 *305.234.0133:MIAN 305.234.0138:FAX South'Miami Tl IE CITY Ol*PLD\5ANT LIVING CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM To: From: Date: The Honorable Mayor&Members of the City Commission Steven Alexander,City Manager July15,2014 Agenda Item No.:_ Subject:Aresolutionauthorizing the City Manager to negotiate and enter intoa contract with Trident Telecom,Inc.foratotal expenditure notto exceed $6,785 for the installation of Wi-Fi antennas Background:In an effort to provide Wi-Fi service access to provide proper communication forournewparking meter improvements inthe Downtown area,itistheCity'sintenttoinstalltwoelectricalpolesto accommodate the antennas for service. TheCityreceivedthree(3)quotes in response toa solicitation,shown below.Pursuant toreview,it was determined that Trident Telecom,Inc. isthelowest,responsiveandresponsiblebidderforthisproject. The three (3)quotes received: Trident Telecom,Inc. EMK General Service,Corp. JN Electrical Contractors,LLC. $5,900 $6,750 $12,876 Amount:Amount not to exceed $6,785 Account:The expenditure shallbe charged to the City'sParking account number 001-1410-513-3459,which has a balance of $101,540.22,before this request was made. Attachments:Resolution Quotes 1 RESOLUTION NO.: 2 3 AResolution authorizing the City Manager tonegotiateandenterintoa contract with Trident 4Telecom,Inc.foratotalexpenditurenottoexceed $6,785 for installation of Wi-Fi antennas 6 WHEREAS,the Mayor and City Commission wish to provide Wi-Fi service in the Downtown area,and 7requirethe installation oftwo antennas todoso;and 8 9 WHEREAS,pursuant toa competitive selection process in accordance with the City Charter,it was 10 determined that Trident Telecom,Inc.submitted a proposal in the amount of $5,900 thatwasthe most 11 comprehensiveandcost effective inits construction approach;and 12 13 WHEREAS,the City desiresto provide a 15%contingency of $885 overthe proposal amount for 14 unknown factorsthatmayarise during the work;and 15 16WHEREAS,the total expenditure,including the contingency amount,isnottoexceed $6,785;and 17 18 WHEREAS,the Mayor and City Commission desireto authorize the City Manager negotiate andtoenter 19intoa contract withTridentTelecom,Inc forthe installation of Wi-Fi Antennasforatotalamountnottoexceed 20 $6,785. 21 22 NOW,THEREFORE,BEIT RESOLVED BYTHE MAYOR ANDCITYCOMMISSIONOFTHECITYOF 23SOUTHMIAMI,FLORIDATHAT: 24 25 Section 1:The City Manageris authorized tonegotiatethetermsand conditions andexecutea 26 contractwithTridentTelecom,Inc.forthe installation of Wi-Fi Antennasforanamountnottoexceed$5,900and 27heisauthorizedtoexpendupto$885for unforeseen conditions.Acopyofthe proposal is attached. 28 29 Section 2:The expenditure shallbechargedtothe City's Parking accountnumber 001-1410- 30 513-3459 whichhasabalanceof $101,540.22,beforethisrequestwasmade. 31 32 Section 3:Ifanysectionclause,sentence,orphraseofthis resolution isforanyreason held invalid or 33 unconstitutional byacourtofcompetent jurisdiction,the holding shallnotaffectthe validity ofthe remaining 34 portionsofthisresolution. 35 Section4.This resolution shall take effect immediately upon adoption. 36 37 38 PASSED AND ADOPTED thisdayof .2014.39 40 41 ATTEST:APPROVED: 42 43 44 45 CITY CLERK MAYOR 46 47 READ AND APPROVED AS TO FORM COMMISSION VOTE: 48 LANGUAGE,LEGALITY AND EXECUTION Mayor Stoddard 49 THEREOF Vice Mayor Harris 50 Commissioner Welsh 51 Commissioner Liebman 52 Commissioner Edmond 53 CITY ATTORNEY T TELECOM,INC. 13832 SW 142nd Avenue,Miami,FL 33186 DATE:6/9/2014 JOB NAME:City ofSouthMiamiNewConcretePoles CUSTOMER PO: CUSTOMER:Grizel Martinez S6-9-14QUOTENO.: PREPARED BY:Bob Price PHONE NO.: FAX NO.: E-MAIL:Martinez.Grizel <GMartinez@southmiamifl.aov> E-MAIL:bprice@tridenttel.com mmwm Install (2)new 25*concrete poles and electrical hardware per customerprovidedscopeandspecifically drawing (file name 'droppedimage^Rev32114"). Thisquote includes labor &material costforthe following: (2)25*concretepoles (2)60ampelctricalpanels (2)meter cans (2)handholes Misc.hardware &conduits permits(City of SouthMiamionly) sidewalk restoration Underground Locates SCOPE: NOTES: Quotedoesnotprovideforanyfees required byFPLor others.QuoteDoesnotinclude any sealed structural drawings if required.Traffic control will consist of barrades,cones,and flag persons.(No lawenforcement personell have been provided for). LABOR AMOUNT:$' MATERIAL/FLAT AMOUNT:J_ LUMP SUM TOTAL:$5,900.00 13832 SW 142 AVE.MIAMI,FLORIDA 33186 *305.234.0133:MIAN 305.234.0138:FAX JN Electrical Contractors,LLC. 2811 NW103 Street. Miami FL 33147. Ceil:786-693-3392,fax:305-694-9284 Em ail.jsalgueiros@yahoo.es Date:06/15/14. To:RicardoA.Ayala. City of South Miami. Capital ImprovementProject Manager. 4795 SW 75 Ave. Miami,FL 33155. Thisisthe estimate ofthe work and materials neededto install thetwo poles,with all the below specifications as you send us: •A meter canandanelectricpanelin each pole. •A 120V system. •The city is using a hot,neutral and ground.The ground will be connected tothe grounding rod that needs tobeinstalledforthe system. •FPLiscomingwitha duplex #6. •Certain construction workinthesidewalk with the electric boxnecessary. We are estimating using a concrete pole of 20\whose price is valid 30 days and their delivery is within 6-7 weeks. For all this work JN Electrical Contractors,LLC.is estimating $12876.00,that according theabove will change depending the pole prices but around the above estimation,orifthere are changes \n the job specifications. Weare going toneedapaymentofhalfofthemoniesatthe beginning andtheotheroneatthe final inspection. In the prices,we are including the City permits,the materials,and the above services of our company. If some other jobhastobe done,orifthe inspector asks for some other job tobe done,these jobs arenot included in this estimate. Jorge E.Salgueiros JNElectrical Contractors,LLC. CONTRACT Installation of Wi-Fi Antennas ^THIS CONTRACT was made and entered into on this IU day of SpDrlmrUf.20 /*/.by and between£Va-(jMzjgx £pfitte?ts^.hereafter referred to as "Contractor",and the City of South Miami,hereafter referred to as "Owner",throughitsCity Manager,hereafterreferredtoas "City". WITNESETH: That,theContractor,forthe consideration hereinafter fully setout,hereby agreeswiththeOwneras follows: 1.The Contractor shall furnish all labor,materials,equipment,machinery,tools,apparatus,transportation and any other items necessary to perform allofthe work shownonand described in the Contract Documents and shall do everything required bythis Contract and the other Contract Documents hereinafter referred to as the Work 2.TheContract Documents shall include this Contract,General Conditions tothe Contract,if any,the drawings, plans,specifications andproject manual,if any,any supplementary or special conditions,other documents referringtothiscontractand signed bythe parties,the solicitation documents ("hereinafter referredtoas "Bid Documents")and any documents to which those documents refer which are used by theOwneras well as any attachments or exhibits that aremadeapartofanyofthedocuments described herein. 3.The Contractor shall commence theWorktobe performed under this Contractonadatetobe specified in a NoticetoProceedand shall complete all Workhereunder within the length oftimesetforthintheContract Documents. 4.TheOwner hereby agrees to pay totheContractorforthe faithful performance ofthis Contract,subject to additions and deductions as provided in theContract Documents and any properly approved,written change orders,in lawful money ofthe United States,the amount of:(Spdi Ddbr Amount herei<frwkn -rViooAtattd €s\te\ KfrvW gffrg AAW?>Dollars ($^»?rSnb .00 ),Lump Sum ("Contract Price"). 5.The expenses of performing Workafter regular working hours,andon Sunday and legal holidays shall be included intheContract Price.However,nothing contained herein shall authorize workon days and during hours thatare otherwise prohibited by ordinance unless specifically authorized or instructed in writing bythe City. 6.IftheWorkis expected to require morethanone month,theOwner shall make monthly partial payments to theContractoronthe basis ofa duly certified and approved schedule of values fortheWork performed during each calendar month bythe Contractor,less the retainage (all as provided for in theContract Documents), which istobewithheldby the Owner until completion and acceptance ofthecompleteprojectin accordance withthisContractandthe other Contract Documents and until such Work hasbeenacceptedbythe City. 7.Upon submission bythe Contractor ofevidence satisfactory totheCitythat all labor,material,and other costs incurredbythe Contractor inconnectionwiththeconstructionofthe Work havebeenpaidin full,andafter compliance withthetermsfor payment provided forintheContract Documents,final payment onaccountof thisContract shall bemade within sixty (60)calendar days afterthe completion bytheContractorof all Work coveredbythis Contract andtheacceptanceofsuch Work bytheCity. 8.In theeventthattheContractor shall fail to complete theWork within thetime limit stipulated intheContract Documents,or theextendedtime limit agreed upon,in accordance withtheprocedureasmore particularly set forthintheContract Documents,liquidated damages shall be paid attherateof$dollars per day,plus any monies paidbytheOwnertothe Consultant,if any,for additional engineering and inspection services,if any,associatedwithsuchdelay. 9.Itis further mutually agreed between the parties heretothatifa Payment and/or Performance Bond ("Bond")is requiredand if,atanytimeafterthe execution ofthisContractandthe Bond forits faithful performance and payment,the City shall deem the Surety or Sureties upon such bond(s)tobe unsatisfactory,or if,for any reasonsuchbondceasestobe adequate tocoverthe performance oftheWorkor payment to subcontractors and suppliers,theContractor shall,atits expense within five (5)business days afterthe receipt of notice from theCitysotodo,furnish an additional bond or bonds in such form andamountandwith such Surety or Sureties as shall be satisfactory tothe City.In such event,nofurther payment totheContractor shall be deemed tobedueunderthisContract until suchnewor additional security forthe faithful performance ofthe Workis furnished inthemannerandintheform satisfactory tothe City. 10.No additional Workorextras shall bedone unless the same is duly authorized in writing,and in advance ofthe work,byappropriateactionbytheCityandinaccordancewiththe Contract Documents. 11 .The datethatthis contract was "made and entered into"isthedatethatthelast party signs this contract. Page I of 30 ©ThomasF.Pepe2014. 4/17/14 Installation of Wi-Fi Antennas IN WITNESS WHEREOF,theparties hereto haveexecutedthis Contract onthedayanddatesetforthnextto theirnamebelowandmaybesignedinone or more counterparty eachof which shall,withoutproof or accountingfor the other counterpart,be deemed anoriginal Contract WITNESSES: (print name of Witness) (print name of Witness) AUTHENTICATION: Signature: Read and Legality ©Thomas F.Pepe 2014. 4/17/14 CONTRAC Signature: ]qmA vW/g Cffi. Name:\f(^TTpriTir *V GrxCto Tide:Q^A^T Page 2 of 30 even^Je*ander -ity Manager GENERAL CONDITIONS Installation of Wi-Fi Antennas ARTICLE I -DEFINITIONS WheneverusedintheseGeneralConditionsorinthe other Contract Documents,the following terms shall havethe meaning indicated.These definitions shall always apply whenthesectionofthe Contract specifically refersto thisArticleforthe purpose ofinterpretingawordorgroupofwordsinthatsectionofthe Contract Document However,whenthesectionofthe Contract,wheretheword to bedefinedisused,doesnot specifically referstothis Article to definethe word or groupofwords,thedefinitionscontainedinthisArticleshallnotapplyunlessthewordor groupofwords,inthe context ofit or theiruseinthe Contract Documentinquestion,is/are ambiguousandopenfor interpretation.Inaddition,these definitionsshallalsonotapply to interpret terms inaspecificprovisionofa Contract Document if that specific provision contains adefinitionof these terms: Addenda:Written or graphicdocumentsissuedprior to the Bid Openingwhichmodify or interpret the Contract Documents,Drawingsand Specifications,byaddition,deletions,clarifications or correction. Application for Payment Aformapprovedbythe CONSULTANT,if any,or theCity Manager which istobe usedbytheCONTRACTORinrequestingprogress payments. Bid:Theoffer or proposaloftheBiddersubmittedontheprescribedformsettingforththepricesand other terms for the Work to be performed. Bidder Anyperson,firm or corporation submittinga response to the Owner's solicitationforproposals or bids for Work. Bid Documents:The solicitation forbids or proposalsandalldocuments that makeupthe solicitation including the instructions,form of documents and affidavits. Bonds:Bid bond,performanceandpaymentbondsand other instrumentsofsecurity,furnished bythe CONTRACTOR andits surety inaccordancewiththe Contract Documentsandinaccordancewiththelawsofthe State of Florida. Change Order.A written order to the CONTRACTOR signedby the CityManagerauthorizinganaddition, deletion or revisionin the Work,or an adjustment in the Contract Price or the Contract Timeissued after execution of the Contract Work Order Proposals:Written proposalsfrom the CONTRACTOR in response to orders or request for work basedon the scope of work providedby the City to the CONTRACTOR.Theproposalincludeslineitem pricing, where there are multiplelocations,and the timeframeforcompleting the worlc CITY:TheCityManagerfor the CityofSouth Miami,6130 SunsetDrive,South Miami,FL 33143,unlessthe context wherein the word isusedshould more appropriatelymean the CityofSouth Miami. Construction Observer An authorized representative oftheCONSULTANT,ifany,or otherwise a representative of the Cityassigned to observe the Work performedandmaterialsfurnishedby the CONTRACTOR. The CONTRACTOR shallbenotifiedinwritingof the identityofthis 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 allBid Documents including but not limited to the solicitation for Bid,CONTRACTOR'S Bid,the Bonds,Insurance endorsements,Insurance Certificates andpolicies,the Notice ofAward,the Notice to Proceed,the GeneralConditions, Special Conditions,ifany,any Supplementary Conditions,the TechnicalSpecifications,Drawings,includingany incorporated specifications,addenda to the drawingsissued prior to execution of the Contract,Change Orders, Construction Change Directives andany written order for a minor changein the Work,and written modifications to anyof the Contract Documents. Contract Price:The totalmoneyspayable to the CONTRACTOR pursuant to the terms ofthe Contract Documents. Contract Time:The number ofcalendardays stated in the Contract for the completion of the Worlc Contracting Officer The individual who is authorized to sign the contract documents onbehalfofthe OWNER. CONTRACTOR:The person,firm or corporation with whom the OWNER has executed the Contract. CONSULTANT:The person identifiedas the CONSULTANTin the Supplementary Conditions or,ifnone, then CITTs designated representative asidentifiedintheSupplementaryConditions. Day:A period of twenty-four hours measured from the beginningof the day at 12:01 a.m.anditshallbe presumed to bea calendar dayunless specifically designatedasabusinessday. Days:The number of twenty-four (24)hour periods following the event to which the word "days"refers commencingat 12:01 a.m.atthe start ofthenextday.Therefore,incomputinganyperiodoftimeprescribed or allowedby the Contract Documents,thedayoftheact,event or defaultfromwhichthedesignatedperiodoftime begins to runshall not beincluded.ThelastdayoftheperiodsocomputedshallbeincludedunlessitisaSaturday, Page3of 30 ©ThomasF.Pepe2014. 4/17/14 Sunday or legalholiday,in which event the periodshallrununtil the end of the next business day that is not aSaturday, Sunday or legal holiday. Defective Worlc Work that isunsatisfactory,faulty,ordeficientin that itdoes not conform to the Contract Documents,or does not meet the requirements ofanyapplicableinspection,reference standard,test,orapproval referred to in the Contract Documents,or has been damagedprior to the CONSULTANTS recommendation of final payment (unlessresponsibilityfor the protection thereof hasbeendelegated to the Owner);substitutions thatare not properly approved and authorized,anydeficiencyin the Work,materialsand equipment;materialsand equipment furnished under the Contract that are not goodqualityand new unless otherwise requiredor permitted by the Contract Documents. Drawings:The drawings which show the characterand scope of the Work to be performed andwhichhave been prepared or approved by the CONSULTANT,or ifnone,then byan architect or engineerhiredby the Cityand are referred to in the Contract Documents. Field Order A written order issuedby the CONSULTANT whichclarifies or interprets the Contract Documents inaccordancewith Paragraph 9.3 or orders minor changesin the Work inaccordancewith paragraph 10.2. Modification:(a)A written amendment of the Contract Documents signedby both parties,(b)aChange Order signedbybothparties,(c)a written clarification orinterpretationifissuedby the CONSULTANT inaccordance with paragraph 9.3or(d)a written order forminorchange or alterationin the Work issuedby the CONSULTANT pursuant to Paragraph 10.2.Amodificationmayonlybeissuedafter execution of the Contract,it must beinwriting andsignedby the partyagainst whom the modificationis sought to be enforced. Notice of Award:The written noticebyCITY to the apparentsuccessfulBidderstatingthatuponcompliance with the conditions precedent to be fulfilled byitwithinthe time specified,CITY will execute anddeliver the Contract to him. Notice to Proceed:A written noticegivenbyCITY to CONTRACTOR (withcopy to CONSULTANT)fixing the dateonwhich the Contract Time shall commence to runandonwhich CONTRACTOR shall start to performits obligations under the Contract Documents. Person:An individual or legal entity. Project Theentire construction operationbeing performed asdelineatedin the Contract Documents. Policy:The term "policy"asusedin the Contract Documents shallmean the insurancebinder,ifitisissued,the declarationpage of the policyand the bodyofthe policy,including all endorsements. RFP:Request forProposal. Shop Drawings:All drawings,diagrams,illustrations,brochures,schedulesandother data whichare prepared bytheCONTRACTOR,a Subcontractor,manufacturer,supplier,or distributor,and which illustrate the equipment, material orsomeportionofthe work andas required bytheContractDocuments. Samples;Physical examples which illustrate materials,equipment or workmanship and establish standards by which the Work willbejudged. Specifications:ThoseportionsoftheContractDocuments consisting ofwritten technical descriptions of materials,equipment,construction systems,standards and workmanship as applied totheWork. SubcontractorAn individual,firm or corporation having adirectcontractwithCONTRACTORorwith any other Subcontractorfortheperformanceofapartofthe Work at the construction site. Substantial Completion:The date,as certified bytheCONSULTANT,whentheconstructionofthe Project or a certified partthereofis sufficiendy completed,in accordance withtheContract Documents,sothatthe Project,ora substantial part,canbe utilized forthe purposes for which itwas intended without restriction or limitation to any degree,other thanfor the repairofminor"punchlist"items;orif there benosuchcertification,the datewhen final paymentisdueinaccordancewith paragraph 14.9.However,innoevent shall the projectorportionthereof,be deemed to be substantially completed until a certificate of occupancy or certificate ofuseis lawfully issued bythe applicable governmental agency.A certificate of Substantial Completion,issued bytheCONSULTANT,shall be null and voidifitisbasedon false,misleading or inaccurate information,fromany source,orwhenitwouldnothavebeenissue butfor the considerationof Work thatisthereafterfoundtobedefective to adegreegreaterthanthatwhichwould normally to beconsideredby the Citytobeminor "punch list"work. SupplierAnypersonor organization who supplies materials orequipmentforthe Work,including the fabrication ofanitem,but who does not performlaborat the site of the Work. Surety The individual or entity who isanobligoronaBondand who isboundwith the CONTRACTOR for the full and faithful performanceoftheContractandforthepaymentof all labor,servicesand materials usedonthe project Work:Any andallobligations,dutiesand responsibilities necessaryfor the successfulperformanceand 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 withContract requirements.Writtennotice shall be deemed to havebeendulyservedifdeliveredinpersontothe individual ortoa member ofthefirmortoanofficerof Page4 of 30 ©TTiomas F.Pepe2014. 4/17/14 the corporation for whom itis intended,ortoan authorized representative of such individual,firm,or corporation,orif delivered atorsent by registered mail tothe last known business address.Unless otherwise stated in writing,any notice toor demand upon the OWNER under this Contract shall be delivered tothe City Manager and the CONSULTANT. ARTICLE 2-PRELIMINARY MATTERS Award: 2.1 The CITY reserves the righttorejectanyand ail Bids,atitssole discretion.Bids shall be awarded by the CITY tothelowest responsive and responsible Bidder.No Notice of Award shall be given until the CITY hasconcludedits investigation,asitdeemsnecessary,toestablish,tothesatisfactionofthe CITY,whichBidder isthemost responsive and responsible of all the Bidders to complete theWork within thetime prescribed and in accordance withtheContract Documents.The CITY reserves the right torejectthe Bid ofany Bidder who isnot believed tobe,in thesole discretion and satisfaction ofthe City,tobe sufficiendy responsible,qualified and financial abletoperformthework.In analyzing a Bid,the CITY may alsotakeinto consideration alternate andunitprices,if requested bythe Bid forms.If the Contract is awarded,the CITYshallissuetheNoticeof Award and give the successful Bidder a Contract for execution within ninety (90)day after opening of Bids. Execution of Contract 2.2Atleastfour counterparts ofthe Contract,the Performance and Payment Bond,the Certificates of Insurance, the Binder of Insurance if issued,the Insurance Declaration Page ifnot included in the Policy of Insurance,the Policy of Insurance required by the Contract Documents,the written notice of designated supervisor or superintendent as provided in Section 6.1 ofthe General Conditions and such other Documents as required bytheContract Documents shall be executed and delivered by CONTRACTOR tothe CITY within ten (10)calendar days of receipt ofthe Notice of Award.A Contract Document that requires the signature ofa party may be executed in counterparts separately by each ofthe parties and,in such event,each counterpart separately executed shall,without proof or accounting forthe other counterpart bedeemedan original Contract Document Forfeiture of Bid Security/Performance and Payment Bondif any are required bythe applicable RFP: 2.3Withinten (10)calendardaysofbeingnotifiedoftheAward,CONTRACTOR shallfurnishaPerformance Bond anda Payment Bond containing all the provisions ofthe Performance Bond and Payment Bond attached. 2.3.1 Each Bond shall be in the amount ofone hundred percent (100%)ofthe Contract Price guaranteeing to OWNER the completionand performance of the Work covered insuch Contract aswellas full payment of all suppliers,material man,laborers,or Subcontractor employed pursuant tothisProject Each Bond shall bewitha Surety company whose qualifications meetthe requirements of Sections 2.3.4,2.3.5,and 2.3.6. 2.3.2 Each Bond shall continue in effect for five yearafter final completion and acceptance oftheWork with the liability equal toone hundred percent (100%)oftheContract Sum. 2.3.3Pursuanttotherequirementsof Section 255.05(1),Florida Statutes,CONTRACTOR shall ensurethat the Bond(s)referenced above shall be recorded in the public recordsof Miami-Dade County and provide CITY with evidenceofsuchrecording. 2.3.4 Each Bond mustbeexecutedbyasurety company authorizedtodo business intheStateof Florida as asurety,having aresidentagentintheStateof Florida and having beenin business witharecordof successful continuousoperationforaleast five (5)years. 2.3.5 The surety company shall hold acurrent certificate of authority as acceptable surety on federal bonds in accordance withthe United StatesDepartmentof Treasury Circular 570,current revisions. 2.3.6 The CITY shall only be required to accept a surety bond from a company with a rating A.VII or better. 2.3.7 Failure ofthe successful Bidder to execute and deliver the Contract,and deliver the required bonds and Insurance documents shallbe cause for the CITY to annul the Notice of Award and declare the Bidandany security therefore forfeited. Contractor's Pre-Start Representation: 2.4 CONTRACTOR represents thatit has familiarized itself with,and assumes full responsibility for having familiarized itself with the nature and extentofthe 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 oftheWork,and represents thatit has correlated its study and observations with the requirements ofthe Contract Documents.CONTRACTOR also represents thatit has studied all surveys and investigations,reportsof subsurface and latent physical conditions referred to in the specifications and made such additional surveys and investigations asit deems necessary forthe performance oftheWork reflected in Page5of 30 ©ThomasF.Pepe 2014. 4/17/14 theContractDocumentsandthathehascorrelatedtheresultsof all suchdatawiththerequirementsofthe Contract Documents. Commencement of Contract Time: 2.5 The Contract Time shall commence to run on the date stated in the Notice to Proceed. Starting the Project 2.6 CONTRACTOR shall starttoperformits obligations undertheContractDocumentsonthedatetheContract Timecommencestorun.No Work shall bedoneatthesite (as defined inArticle I),priortothedateon which the Contract Time commences to run,except with the written consent of the CITY. Before Starting Construction: 2.7Before undertaking eachpartoftheWork,CONTRACTOR shall carefully studyand compare theContract Documentsandcheckandverifypertinent figures shownthereonand all applicable field measurements and conditions.It shall atoncereportin writing toCONSULTANTany conflict,error,or discrepancy which it may discover.Neitherthe OWNER northeCONSULTANT shall be liable forany harm,damage orloss suffered byCONTRACTORasaresultofits failure to discover any conflict,error,or discrepancy inthe Drawings or Specifications nor shall theCONTRACTORbeentitletoany compensation for any harm,damage orloss sufferedbythe CONTRACTOR duetoany conflict,error,or discrepancy intheContract Documents. Schedule of Completion: 2.8Within Five (5)business days after delivery oftheNoticeto Proceed byCITYto CONTRACTOR, CONTRACTOR shall submitto CONSULTANT for approval,an estimated construction schedule indicating the starting and completion dates ofthe various stages oftheWork,anda preliminary schedule of Shop Drawing submissions.TheCONSULTANT shall approve this schedule or require revisions thereto within seven (7)calendar days ofits submittal.IfthereismorethanoneCONTRACTOR involved inthe Project,the responsibility for coordinating the Work of all CONTRACTORS shall be provided inthe Special Conditions. 2.9Within five (5)business days after delivery oftheexecutedContractbyCITYtoCONTRACTOR,butbefore starting the Work at the site,a pre-construction conference shallbeheld to review the aboveschedules,to establish procedures for handling Shop Drawings andother submissions,andfor processing Applications for Payment,andto establish aworking understanding betweenthe parties astotheProjectPresentatthe conference will bethe CITY'S representative,CONSULTANT,Resident Project Representatives, CONTRACTOR andits 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 theCITYandtheCONSULTANTfor acceptance alistofthenamesofSubcontractorsandsuch other persons and organizations (including thosewhoareto furnish principal itemsof materials or equipment) proposed forthose portions ofthe Work asto which the identity of Subcontractors andother persons and organizations mustbesubmittedas specified intheContract Documents.Withinthirty (30)calendar days after receiving the list,theCONSULTANT will notifytheCONTRACTORinwritingifeithertheCITYorthe CONSULTANT has reasonable objection toany Subcontractor,person,or organization onsuchlistThe failure oftheCITYortheCONSULTANTtomake objection toany Subcontractor,person,or organization on thelist within thirty (30)calendar days ofthereceipt shall constitutean acceptance ofsuch Subcontractor, personor organization.AcceptanceofanysuchSubcontractor,personor organization shall notconstitutea waiverofany right oftheCITYorthe CONSULTANT toreject defective Work,material or equipment,or any Work,material orequipmentnotin conformance withtherequirementsoftheContractDocuments. 2.11 If,prior totheNoticeof Award,theCITYorthe CONSULTANT has reasonable objection to any Subcontractor,personor organization listed,theapparentlowBiddermay,prior to NoticeofAward,submit anacceptablesubstitute without anincreaseinitsbidprice. 2.12 The apparent silence oftheContract Documents astoany detail,orthe apparent omission from themofa detailed description concerning any Work tobedoneand materials tobe furnished,shall be regarded as meaning thatonlybest practices are to prevail andonly materials andworkmanshipof the best quality aretobe usedin the performance of the Work. ARTICLE 3-CORRELATION,INTERPRETATION AND INTENT OF CONTRACT DOCUMENTS 3.1 Itistheintentof the Specifications and Drawings todescribeacompleteProjecttobeconstructedin accordancewith the ContractDocuments.TheContractDocumentscomprisetheentireContractbetween the OWNER andthe CONTRACTOR.Theymaybealteredonlybya modification asdefinedinArticle I. Page 6 of 30 ©Thomas F.Pepe 2014. 4/17/14 3.2TheContractDocumentsare complementary;whatis called forbyoneisas binding asif called forby all the documents.If CONTRACTOR finds a conflict,erroror discrepancy intheContractDocuments,it shall, beforeproceedingwiththe Work affectedthereby,immediately call ittothe CONSULTANTS attentionin writing.The various ContractDocumentsare complementary;incaseof conflict,erroror discrepancy,the more stringent interpretation and requirement that shall provide the maximum benefit to the Owner shall apply 3.3Thewords "furnish"and "furnish and install","install**,and "provide"orwordswith similar meaning shall be interpreted,unless otherwise specifically stated,to mean "furnish and install complete in place and ready for service". 3.4 Miscellaneous itemsand accessories which arenot specifically mentioned,but which are essential to produce a completeandproperlyoperating installation,or usable structure,providing the indicated functions,shall be furnishedandinstalled without changein the Contract Price.Suchmiscellaneousitemsandaccessories shall be ofthesame quality standards,including material,style,finish,strength,class,weightandother applicable characteristics,as specified forthemajorcomponentofwhichthe miscellaneous itemoraccessoryisan essential part,and shall beapprovedbythe CONSULTANT before installation.Theaboverequirementisnot intendedto include majorcomponentsnotcoveredbyor inferable fromthe Drawings and Specifications. 3.5The Work of all tradesunderthis Contraa shall be coordinated bythe CONTRACTOR insuchamanneras obtainthebestworkmanship possible fortheentire Project,and all componentsofthe Work shall be installed or erected in accordance with the best practices of the particulartrade. 3.6The CONTRACTOR shall be responsible formakingtheconstructionof habitable structuresunderthis Contract rain proof,andfor making equipmentandutility installations properlyperformthe specified function. Ifthe CONTRACTOR ispreventedfrom complying with this provision duetothe Drawings or Specifications, the CONTRACTOR shall immediately notifytheCONSULTANTinwritingofsuch limitations before proceedingwith construction in the area where the problemexists. 3.7 Manufacturer's literature,when referenced,shall be dated and numbered and is intended to establish the minimum requirements acceptable.Whenever reference isgiven to codes,orstandardspecificationsor other data published by regulating agencies or accepted organizations,including butnot limited to National Electrical Code,applicable State Building Code,Florida Building Code,Federal Specifications,ASTM Specifications, various institute specifications,and the like,itshallbe understood that such reference is to the latest edition includingaddendain effect on the date of theBid. 3.8 Brand nameswhereusedinthe technical specifications,areintendedtodenotethe standard or quality required for the particular material or product Theterm "equal"or "equivalent",whenusedinconnectionwith brand names,shall beinterpretedtomeana material orproductthatis similar and equal in type,quality,size,capacity, composition,finish,colorand other applicable characteristics tothe material orproduct specified bytrade name,andthatis suitable for the sameuse capable ofperformingthesame function,intheopinionofthe CONSULTANT,asthe material orproductso specified.Proposed equivalent itemsmustbe approved by CONSULTANTbeforetheyare purchased or incorporated intheWork.(Whena brand name,catalog number,modelnumber,or other identification,isusedwithoutthephrase "or equal",the CONTRACTOR shall usethebrand,makeandmodel specified). 3.9 Throughout this agreement the malepronounmaybesubstitutedforfemaleandneuterandviceversaandthe singular wordssubstitutedfor plural and plural wordssubstitutedfor singular wherever applicable. 3.10 Alltechnicalinterpretations shall bemadebythe CONSULTANT as set forthinSection9.3below. 3.11 TheCONTRACTOR shall advised theCONSULTANT,prior to performing anywork involving a conflict inthe Contract Documents and the CONSULTANT shall make the final decision as to which of the documents shall take precedence.In theeventthatthereisa conflict betweenor among theContract Documents,onlythe latestversionshallapplyand the latestversion of the Contract Documents.The CONSULTANT shall usethe following listofContractDocumentsasa guide.Thesedocumentsaresetforthbelowintheorderoftheir precedence sothat all the documents listed above a given document should have precedence over all the documents listed below it 00 Amendments andChange Orders (b)Addenda to Contract (c)Contract with all Exhibits thereto (<0 Supplementary Conditions (e)Special Conditions (0 General Conditions (g)Written or figureddimensions (h)Scaled dimensions 0)Drawings of alargerscale 0)Drawings of asmallerscale ©ThomasF.Pepe 2014. 4/17/14 Page7 of 30 (k)Drawingsand Specifications aretobeconsidered complementary toeach other ARTICLE 4-AVAILABILITY OF LANDS SUBSURFACE CONDITIONS REFERENCE POINTS Availability of Lands: 4.1 The OWNER shall furnish,as indicated intheContractDocuments,the lands uponwhichthe Work istobe done,rights-of-way foraccessthereto,andsuchother lands whichare designed fortheuseofthe CONTRACTOR.Easements for permanent structuresorpermanent changes in existing facilities will be obtainedand paid forbythe OWNER,unlessotherwisespecifiedintheContractDocuments.Other accessto such lands or rights-of-way fortheCONTRACTOR'Sconvenience shall bethe responsibility ofthe CONTRACTOR. The CONTRACTOR shall providefor all additional lands andaccess thereto thatmayberequiredfor temporary construction facilities or storage of materialand equipment 4.2TheCITY will,upon request,furnish to the Bidders,copiesof all available boundary surveys and subsurface tests at no cost Subsurface Conditions: 4.3The CONTRACTOR acknowledges thathehas investigated priorto bidding and satisfied himself astothe conditions affecting the Work,including butnot limited tothose bearing upon transportation,disposal,handling andstorageof materials,availability of labor,water,electricpower,roadsanduncertaintiesofweather,river stages,tides,water tables or similar physical conditionsat the site,the conformationandconditionsof the ground,thecharacterofequipmentand facilities needed preliminary toand during prosecutionofthe Work. The CONTRACTOR further acknowledges thathehas satisfied himselfastothe character,quality and quantity of surface and subsurface materials or obstacles tobeencountered insofar asthis information is reasonably ascertainable fromaninspectionofthesite,including all exploratory work donebythe OWNER/ CONSULTANTonthesiteorany contiguous site,aswellasfrom information presented bythe Drawings and Specifications madepartofthis Contract,oranyother information made available toitpriortoreceiptof bids. Any failure bythe CONTRACTOR to acquaint itselfwiththe available information shall notrelieveitfrom responsibility for estimating properly the difficulty orcostof successfully performing Work.The OWNER assumesnoresponsibilityforanyconclusionsorinterpretationsmadeby the CONTRACTOR on the basisof the informationmade available by the OWNER/CONSULTANT. DifferingSite Conditions: 4.4The CONTRACTOR shall withinfortyeight (48)hoursofits discovery,andbeforesuch conditions are disturbed,notify the CITYin writing,of: 4.4.1 Subsurface orlatent physical conditions atthesite differing materially from those indicated inthe Contract Documents,and 4.4.2 Unknown physical conditions atthe site,of an unusual nature,differing materially from those ordinarily encountered andgenerallyinherentin Work of the characterprovidedforinthis Contract The CITY shall promptly investigate the conditions,and ifit finds thatsuch conditions do materially differ tothe extent astocauseanincreaseordecreasein the CONTRACTOR'S cost of,or the timerequiredfor, performanceofanypartofthe Work underthis Contract,anequitableadjustment shall bemadeand the Contract modifiedinwriting accordingly. 4.5No claim ofthe CONTRACTOR underthis clause shall be allowed unless the CONTRACTOR has given the noticerequiredin4.4 above;provided,however,thetime prescribed thereforemaybeextendedbythe CITY, butonly if doneinwritingsignedbytheCity Manager ortheCONSULTANT. ARTICLE 5-INSURANCE 5.0TheContractor shall purchase insurance fromand shall maintain the insurance withacompanyor companies lawfully authorizedtodobusinessintheStateof Florida aswill protect theContractorfrom claims as set forth belowwhichmayarise out of orresultfromtheContractor'soperationsunder the Contractandforwhichthe Contractor maybe legally liable,whether suchoperationsbeby the Contractor or byaSubcontractororby anyonedirectly or indirectlyemployedbyanyofthem,orbyanyonefor whose actsanyof them maybe liable: 5.0.1 claims under workers'compensation,disability benefitand other similar employeebenefitactswhich are applicable to the Work to beperformed; 5.0.2claimsfordamagesbecauseofbodily injury,occupational sicknessordisease,ordeath of the Contractor's employees; 5.0.3claimsfordamagesbecauseofbodily injury,sicknessordisease,ordeath of anyperson other thanthe Contractor'semployees; 5.0.4claimsfordamagesinsuredby usual personalinjury liability coverage; Page8 of 30 ©Thomas F.Pepe 2014.IV _,,,-. 4/17/14 5.0.5 claims for damages,otherthantothe Work itself,because of injury toor destruction of tangible property,includinglossofuseresulting there from; 5.0.6 claims for damages because of bodily injury,deathofapersonorproperty damage arising outof ownership,maintenance or use of a motor vehicle; 5.0.7 claims forbodily injury orproperty damage arising out ofcompleted operations;and 5.0.8 claims involving contractual liability insurance applicable tothe Contractor's obligations underthe Contract Contractor's LiabilityInsurance: 5.1 CONTRACTOR shall provideand maintain inforceandeffectuntil all the Work tobeperformedunderthis ContracthasbeencompletedandacceptedbyOWNER(orforsuch duration asisotherwise specified hereinafter),theinsurancecoverage written on Florida approvedformsandas set forthbelow: 5.1.1 Worker's Compensation insurance atthestatutoryamountas to all employeesin compliance withthe "Workers'Compensation Law"oftheStateof Florida and all applicable federal laws.In addition,the policy(ies)must include:Employers'Uability atthe statutory coverage amount The CONTRACTOR shall furtherinsurethat all ofits Subcontractors maintain appropriate levelsof Worker's Compensation Insurance. 5.1.2 Comprehensive General Uability insurance withbroadformendorsement,ona Florida approved form including automobile liability,completedoperationsandproducts liability,contractual liability,severability of interestwithcross liability provision,and personal injury andproperty damage liability withlimitsof $1,000,000 combined single limitperoccurrenceand $2,000,000 aggregate,including: Personal Injury:$1,000,000; •Medical Insurance:$5,000perperson; *PropertyDamage:$500,000each occurrence; Automobile Liability:$1,000,000 each accident/occurrence. Excess/Umbrella:$1,000,000 perclaim 5.1.2.1 UmbrellaCommercial Comprehensive General Liability insurance shall be written ona Florida approvedformwith the samecoverageasthe primary insurance policybutintheamountof$1,000,000per daim and$2,000,000AnnualAggregate.Coveragemustbeaffordedonaformno more restrictivethanthe latesteditionoftheComprehensive General Liability policy,without restrictiveendorsements,as filed bythe Insurance Services Office,and must include: (a)Premisesand Operation (b)Independent Contractors (c)Productsand/or Completed Operations Hazard (d)Explosion,Collapse and Underground Hazard Coverage (e)BroadForm Properly Damage (f)BroadFormContractualCoverage applicable tothis specific Contract,including anyhold harmless and/or indemnification agreement (g)PersonalInjuryCoveragewithEmployeeandContractualExclusions removed,withminimum limits of coverageequal to thoserequiredfor Bodily Injury Liability andProperty Damage Liability. 5.1.3 Business Automobile Liability with minimum limitsofOne Million Dollars ($1,000,000.00)plusan additional One Million Dollar ($1,000,000.00)umbrella peroccurrencecombined single limitfor Bodily Injury Uability andProperty Damage Uability.Umbrella coveragemustbeaffordedonaformnomorerestrictive thanthelatesteditionofthe Business Automobile Liability policy,without restrictive endorsements,as filed by with the state of Florida,and must include: (a)Owned Vehicles. (b)Hiredand Non-Owned Vehicles (c)Employers'Non-Ownership 5.2Beforestarting the Work,the CONTRACTOR shall deliver to the CITY and CONSULTANT certificatesof such insurance,acceptable to theCITY,aswellasthe insurance binder,the declaration page and all applicable endorsementsand policies of insurance andprovidethename,addressandtelephonenumberofthe insurance agentorbrokerthroughwhomthe policy was obtained.Theinsurer shall berated A.VII orbetterperA.M. Best'sKeyRatingGuide,latest editionandauthorized to issueinsurancein the State of Florida.Allinsurance must remainin full forceand effect forthedurationofthecontractperiodwith the Owner.Allinsurance policies mustbewrittenon forms approved bytheStateof Florida andtheymust remain in full forceandeffect forthe duration ofthecontract period withtheOwner.TheCONTRACTORmust provide notonlya "certifiedcopy"of the Binderbutalso the Policy,asdefinedinArticle I aboveaswellas the name,addressand Page9 of 30 ©ThomasF.Pepe 2014. 4/17/14 phonenumberoftheagentandagencyprocuringthe insurance.In addition,the CONTRACTOR shall deliver, atthetimeof delivery ofthe insurance certificate,an endorsement tothe policy naming theOwneras an additional named insured and an endorsement that requires the insurer to provide theOWNERwith notice,as set forth below,of modification,lapse,termination or cancellation (including cancellation for non-payment of premium)ofthe policy 10 days priorto effective dateofthe modification,lapse,termination or cancellation, including cancellation for non-payment of premium.The notification shall bein writing and served by certified mail,withproofof deliver,ontheOWNER.It shall bethe responsibility oftheCONTRACTORas well asthe insurer to notify theOwnerof modification,termination or cancellation,lapse or modification of any insurance coverage or policiesinsuring the CONTRACTOR,whichrelate to the activities of such CONTRACTOR and theCityof South Miami.Therefore,the CONTRACTOR shall deliver,atthetimeof delivery ofthe insurance policy,the following endorsements unless the policy contains substantially similar provisions: (a)"TheCityof South Miami is an additional insured.The insurer shall pay all sums thatthe City of South Miami becomes legally obligated to pay as damages because of 'bodily injury",property damage',or "personal and advertising injury"and it will provide totheOwner all ofthe coverage thatis typically provided underthe standard Florida approved forms for commercial general liability coverage A and coverage B"; (b)"This policy shall notbe cancelled (including cancellation for non-payment of premium),materially modified orterminated,withoutfirst giving theCityofSouth Miami ten (10)days advanced writtennoticeof theintentto cancel orterminatethepolicyforanyreason." 5.3 SUBCONTRACTS:TheCONTRACTOR agrees thatif any part ofthe 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 theword SUBCONTRACTOR fortheword CONTRACTOR and substituting thework CONTRACTOR for CITY or OWNER where applicable. Fire and Extended Coverage Insurance (Builders'Risk): 5.4 In theeventthatthis contract involves the construction ofa structure,theCONTRACTOR shall maintain, with an Insurance Company or Insurance Companies acceptable tothe CITY,Fire,Extended Coverage and Vandalism &Malicious Mischief Insurance on buildings and structures,whileinthecourseof 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,ifthecostof machinery is included in the Contract,orifthe machinery is located in a building thatis being renovated by reason of this contractTheamountof insurance mustat all timesbeatleast equal tothe actual cash value ofthe insured property.The policy shall be in the name ofthe OWNER and the CONTRACTOR,as their interest may appear,and shall also covertheinterestsof all Subcontractors performing Work. 5.5 The CONTRACTOR shall provide the CITY with evidence satisfactory tothe CITY certifying thatthe foregoing insurance isin force;and such evidence shall include provisions thatthe insurance shall notbe canceled or materially changed until at least 10 calendar days prior written notice has been given bythe insurer to the OWNER by certified mail. Miscellaneous: 5.6 If any notice of cancellation of insurance or change in coverage is issued bythe insurance company or should any insurance havean expiration datethat will occur during theperiodofthis contract,the CONTTRACTOR shall be responsible for securing other acceptable insurance prior to such cancellation,change,or expiration so asto provide continuous coverage as specified inthis section and soasto maintain coverage during the life of this Contract 5.7 All deductibles must be declared bythe CONTRACTOR and must be approved bythe CITY.Atthe option of the CITY,either the CONTRACTOR shalleliminate or reduce such deductible or the CONTRACTOR shall procurea Bond,inaform satisfactory totheCITY covering thesame. 5.8The policies shall contain waiver of subrogation against Owner where applicable,shall expressly provide that such policy or policies are primary over any other collectable insurance thatOwner may have.The City reservestherightatanytime to requestacopyofthe required policies forreview.All policies shall contain a "severability ofinterest"or"cross liability"clause without obligation for premium payment oftheOWNER. ARTICLE 6 -CONTRACTOR'S RESPONSIBILITIES Supervisionand Superintendence: 6.1 The CONTRACTOR shall supervise and direct theWork.It shall be solely responsible for the means, methods,techniques,sequencesand procedures of construction.TheCONTRACTOR shall employ and maintain a qualified supervisororsuperintendent (hereinafter referred to as"Supervisor"atthe Work sitewho shall be designated inwritingbytheCONTRACTOR,beforethe CONTRACTOR commencesthe Work and withinthetime required bythe Contract,astheCONTRACTOR'S representative atthe site.The Supervisor Page 10 of 30 ©Thomas F.Pepe 2014.- 4/17/14 orso designated shall have full authoritytoactonbehalfofthe CONTRACTOR and all communicationsgiven totheSupervisor shall beas binding asif given tothe CONTRACTOR.TheSupervisors)shall bepresentat eachsiteat all timesasrequiredtoperformadequate supervision and coordination ofthe Work.(Copiesof written communicationsgiventotheSupervisor shall bemailed to the CONTRACTOR'S homeoffice). 6.1.1 The CONTRACTOR shall keeponerecordcopyof all Specifications,Drawings,Addenda, Modifications andShop Drawings atthesiteat all timesandingood order andannotatedtoshow all changesmadeduring the construction process.These shall be available to the CONSULTANT and anyCITY Representative at all reasonable times.Asetof "As-Built"drawings,aswellasthe original Specifications,Drawings,Addenda,Modifications andShop Drawings withannotations,shall bemade available tothe City at all timesandit shall bedeliveredtotheCITYuponcompletionoftheProject Labor.Materialsand Equipment 6.2The CONTRACTOR shall providecompetent,suitably qualified personneltolay out the Work andperform constructionasrequiredby the Contract Documents.It shall at all timesmaintaingood discipline and order at the site. 6.3The CONTRACTOR shall furnish all materials,equipment,labor,transportation,construction equipment and machinery,tools,appliances,fuel,power,light,heat,local telephone,waterand sanitary facilities and all other facilities and incidentals necessary fortheexecution,testing,initial operationandcompletionofthe Work. 6.4All materials andequipment shall benew,exceptasotherwiseprovidedintheContractDocuments.When special makesor grades of material whichare normally packaged bythe supplier or manufacturer are specified orapproved,suchmaterials shall bedeliveredtothesiteintheir original packages or containerswithseals unbroken and labels intact 6.5All materials andequipment shall be applied,installed,connected,erected,used,cleanedandconditionedin accordance with the instructions ofthe applicable manufacturer,fabricator,or processors,exceptasotherwise provided in the Contract Documents. Materials.Equipment Products andSubstitutions: 6.6 Materials,equipment and products incorporated inthe Work mustbe approved forusebefore being purchased bythe CONTRACTOR.The CONTRACTOR shall submittotheCONSULTANTalistofproposed materials,equipmentorproducts,togetherwithsuch samples asmaybenecessaryforthemtodeterminetheir acceptability and obtain their approval,within ninety (90)calendar days after award ofContract unless otherwise stipulated inthe Special Conditions.Norequestforpaymentfor"or equal"equipment will be approveduntilthislisthasbeenreceivedandapprovedbythe CONSULTANT. 6.6.1 Whenevera material,article or piece of equipment is identified onthe Drawings or Specifications by referencetobrandnameorcatalognumber,it shall be understood thatthisisreferencedfor the purposeof defining the performance orother salient requirements andthatother products of equal capacities,quality and function shall be considered.The CONTRACTOR mayrecommendthe substitution of amaterial,article,orpieceofequipment of equalsubstanceandfunctionforthose referredtointheContractDocumentsbyreferenceto brand nameor catalog number,and if,inthe opinion oftheCONSULTANT,such material,article,orpieceofequipmentisof equal substance and function tothat specified,the CONSULTANT may approve its substitution andusebythe CONTRACTOR.Incidental changes orextracomponentpartsrequiredtoaccommodatethe substitute will bemadebytheCONTRACTORwithouta change intheContract Price orthe Contract Time. 6.6.2 Nosubstitute shall beorderedor installed withoutthewritten approval oftheCONSULTANTwho shall bethe judge of quality. 6.6.3 Delay caused by obtaining approvals for substitute materials shall notbe considered justifiable grounds for an extension of construction time. 6.6.4 Should any Workor materials,equipment or products not conform to requirements ofthe Drawings and Specifications orbecome damaged during the progress ofthe Work,such Work or materials shall be removed and replaced,togetherwith any Work disarranged by such alterations,atanytime before completion and acceptance oftheProjectAllsuch Work shall bedoneattheexpenseofthe CONTRACTOR. 6.6.5 No materials or supplies fortheWork shall be purchased bythe CONTRACTOR or any Subcontractor subject to any chattel mortgage or under a conditional sale orother agreement by which aninterestis retained bythe Seller.TheCONTRACTOR warrants thatthey have good titleto all materials andsuppliesusedbytheminthe Work. Concerning Subcontractors: Page II of 30 ©ThomasF.Pepe 2014. 4/17/14 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 bythe CITY and the CONSULTANT,unless the CONSULTANT determines that there is good causefordoingso. 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 tothe same extent that they are responsible for the acts and omissions of persons direcdy employed by them.Nothing in the Contract Documents shall create any contractual relationship between OWNER or CONSULTANT and any Subcontractor orother person or organization having a direct contract with CONTRACTOR,nor shall it create any obligation onthe part of OWNER or CONSULTANT to pay or toseeto payment of any persons due subcontractor orother person or organization,except as may otherwise be required by law.CITY or CONSULTANT may furnish to any Subcontractor or other person or organization,totheextent practicable,evidence of amounts paid totheCONTRACTORon account of specified Work done in accordance with the schedule values. 6.9 The divisions and sections ofthe Specifications and the identifications of any Drawings shall not control the CONTRACTOR in dividing theWork among Subcontractors or delineating the Work performed by any specific trade. 6.10 The CONTRACTOR agrees to bind specifically every Subcontractor tothe applicable terms and conditions of the Contract Documents for the benefit of the OWNER. 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 forthe coordination ofthetrades,Subcontractors material andmen engagedupon their Work 6.12.1 TheCONTRACTOR shall cause appropriate provisions tobe inserted in all subcontracts relative tothe Work to bind Subcontractors totheCONTRACTORbythetermsofthese General Conditions and other Contract Documents insofar as applicable tothe Work of Subcontractors, and give theCONTRACTORthe same poweras regards to terminating any subcontract thatthe OWNER,may exercise overthe CONTRACTOR under any provisions ofthe Contract Documents. 6.12.2 The CITY or CONSULTANT will not undertake tosetde any differences between the CONTRACTOR and their Subcontractors or between Subcontractors. 6.12.3 If in the opinion ofthe CONSULTANT,any Subcontractor onthe Project proves tobe incompetentorotherwise unsatisfactory,they shall be promptly replaced bytheCONTRACTOR if and when directed bythe CONSULTANT in writing. 6.12A Discrimination:No action shall be taken bythe any subcontractor with regard tothe fulfilment ofthe terms of the subcontract,including the hiring and retention of employees forthe performance of Work that would discriminate against any person onthe basis of race,color,creed,religion,national origin,sex,age,sexual orientation,familial statusor disability.This paragraph shall bemadeapartofthe subcontractor's contract with the Contractor. PatentFeesandRoyalties: 6.13 The CONTRACTOR shall pay all license fees and royalties and assume all costs incident tothe use of any invention,design,process or device which isthe subject of patent rights or copyrights held byothers.He shall indemnify and hold harmless the OWNER and the CONSULTANT and anyone direcdy or indirectly employed by either ofthem from against all claims,damages,losses and expenses (including attorney's fees)arising outof any infringement ofsuch rights during orafterthecompletionofthe Work,and shall defend all such claims in connectionwithany alleged infringementofsuch 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 notbe responsible for such determination onsystemswhichdonot involve purchase bythemof materials,appliances and articles. Permits: 6.15 TheCONTRACTOR shall secure and pay for all construction permits and licenses and shall pay for all governmental charges and inspection fees necessary fortheprosecutionofthe Work,whichare applicable at thetimeofhis Bid.Whensuch charges are normally made bytheCITYandwhensostatedinthe Special Conditions,there willbenochargestothe CONTRACTOR.TheCITY shall assistthe CONTRACTOR,when necessary,inobtainingsuchpermitsand licenses.The CONTRACTOR shall alsopay all publicutility charges. Electrical Powerand Lighting: Page 12 of 30 ©ThomasF.Pepe 2014. 4/17/14 6.16 Electrical powerrequired during construction shall beprovidedbyeachprime CONTRACTOR asrequiredby it Thisservice shall be installed bya qualified electrical Contractor approvedbythe CONSULTANT.Lighting shall be provided bythe CONTRACTOR in all spaces at all timeswhere necessary forgoodandproper workmanship,forinspectionorforsafety.Notemporary power shall beusedofftemporary lighting lines without specificapproval of the CONTRACTOR. LawsandRegulations: 6.17 TheCONTRACTOR shall complywith all notices,laws,ordinances,rules and regulations applicable tothe Work.Ifthe CONTRACTOR observesthatthe Specifications or Drawings areat variance therewith,it shall givethe CONSULTANT promptwrittennoticethereof,andanynecessary changes shall be adjusted byan appropriatemodification.Ifthe CONTRACTOR performsany Work knowingit to becontrarytosuchlaws, ordinances,rulesand regulations,andwithoutsuchnoticetothe CONSULTANT,it shall bear all costs arising therefrom;however,it shall notbeits primary responsibility to makecertainthatthe Drawings and Specifications areinaccordancewithsuchlaws,ordinances,rulesandregulations. Discrimination: 6.17A No action shall betakenbythe Contractor with regard tothe fulfilment ofthetermsofthe Contract,including the hiring andretentionofemployeesforthe performance of Work thatwould discriminate against anyperson onthebasis of race,color,creed,religion,national origin,sex,age,sexualorientation,familial statusor disability. Taxes: 6.18 Cost of allapplicablesales,consumer use,and other taxes for which the CONTRACTOR isliable under the Contraa shall beincludedin the Contract Price statedbythe CONTRACTOR. SafetyandProtection: 6.19 TheCONTRACTOR shall be responsible for initiating,maintaining and supervising all safety precautions and programs inconnectionwiththe Work.They shall take all necessaryprecautionsforthesafetyof,and shall provide the necessary protection to prevent damage,injury or lossto: 6.19.1 Allemployeesand other persons,whomaybe affected thereby, 6.19.2 Allthe Work and all materials or equipment tobe incorporated therein,whetherin storage onoroff the site,and 6.19.3 Other property atthesiteor adjacent thereto,including trees,shrubs,lawns,walks,pavements, roadways,structuresand utilities not designated for removal,relocation or replacement inthecourse of construction. 6.20 TheCONTRACTOR shall designate a responsible member oftheir organization atthesitewhoseduty shall be the prevention of accidents.This person shall betheCONTRACTOR'S Superintendent unless otherwise designated in writing by the CONTRACTOR to the CITY. Emergencies: 6.21 In emergencies affecting the safety of persons ortheWorkor property atthesiteor adjacent thereto,the CONTRACTOR,without special instruction or authorization from the CONSULTANT or CITY,is obligated to act,athis discretion,toprevent threatened damage,injury or loss.He shall give the CONSULTANT prompt written notice of anysignificantchangesin the Work or deviationsfrom the Contract Documents caused thereby.If the CONTRACTOR believes that additional Workdoneby him in an emergency which arosefromcauses beyond his control entides him to anincreasein the Contract Priceoran extension of the ContractTime,hemaymakea claim thereforeas provided in Articles 11 and 12. ShopDrawingsandSamples: 6.22 After checkingandverifying all field measurements,the CONTRACTOR shall submit to the CONSULTANT for review,in accordance withthe accepted schedule ofshop drawing submissions,six (6)copies (oratthe CONSULTANT option,one reproducible copy)of all Shop Drawings,which shall have been checked by and stamped withthe approval ofthe CONTRACTOR.The Shop Drawings shall be numbered and identified as the CONSULTANT may require.The data shown onthe Shop Drawings shall be complete with respect to dimensions,design criteria,materials of construction andthelike to enable the CONSULTANT to review the information without anyunnecessary investigation. 6.23 The CONTRACTOR shall also submit tothe CONSULTANT for review,with such promptness as to cause no delay in Work,all samplesrequiredbytheContractDocuments. Page 13 of 30 ©ThomasF.Pepe 2014.-,.: 4/17/14 ;-;"" All samples shall have been checked by and scamped withthe approval ofthe CONTRACTOR,identified clearly asto material,manufacturer,anypertinentcatalog numbers andtheuseforwhich intended. 6.24 Atthe time of each submission,the CONTRACTOR shall notify the CONSULTANT,in writing,of any deviations betweentheShop Drawings or samples andthe requirements oftheContract 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 ofthe Project and for compliance with the information given in the Contract Documents.The review ofa separate item as such will not indicate review ofthe assembly in which the items functions.The CONTRACTOR shall make any corrections required bythe CONSULTANT and shall return the required number of corrected copies of Shop Drawings and resubmit new samples until the review is satisfactory tothe CONSULTANT.The CONTRACTOR shall notify the CONSULTANT,in writing, ofanypriorShop Drawing or revisions toShop Drawings thatareinconflictwitheach submission orre 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 orthey assume full responsibility for doing so,and thatthey have reviewed or coordinated each Shop Drawing or samplewith the requirements ofthe Work andthe Contract Documents. 6.26 No Work requiring a submittal ofa Shop Drawing or sample shall be commenced until the submission has been reviewed and approved in writing bythe CONSULTANT.Acopyof each Shop Drawing and each approved sample shall bekept in good order,in a book or binder,in chronological order or in such other order required bythe CONSULTANT in writing,bythe CONTRACTOR atthesiteand shall be available to the CONSULTANT. 6.27The CONSULTANTS reviewofShop Drawings or samples shall notrelievethe CONTRACTOR from his responsibility forany deviations fromthe requirements oftheContractDocumentsunlessthe CONTRACTOR has informed theCONSULTANT,in writing,to each deviation atthetimeof submission and the CONSULTANT has given written approval tothe specific deviation,nor shall any review bythe CONSULTANT relieve the CONTRACTOR from responsibility for errors or omissions in the Shop Drawings or samples. 6.271 The CONTRACTOR shall be liable totheOWNER for any additional costor delay thatis caused byits failure to notify the CONSULTANT ofanyof said deviations or conflicts betweenShop Drawings orduetoerrorsin theShopDrawingsorsamples. CleaningUp: 6.28 The CONTRACTOR shall deanup behind theWorkas much asis reasonably possible astheWork progresses.Upon completion ofthe Work,and before acceptance of final payment forthe Project bythe OWNER,theCONTRACTOR 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 ofthe Work,from the property, roadways,sidewalks,parking areas,lawn and all adjacent property.In addition,theCONTRACTOR shall clean his portion of Work involved inany building underthis Contract,sothatno further cleaning bytheOWNERis necessarypriortoitsoccupancyandhe shall restore all property,both public and private,whichhasbeen disturbedordamagedduringtheprosecutionof the Work soastoleave the whole Work and Work Siteina neat and presentable condition. 6.29Ifthe CONTRACTOR doesnot clean the Work site,theCITYmay clean the Work Siteofthe materials referred to in paragraph 6.28andchargethe cost to the CONTRACTOR. Public Convenience and Safety: 6.30 The CONTRACTOR shall,at all times,conduct theWorkin such a manner asto insure the least practicable obstructionto public travel.The convenience ofthe general public andofthe residents along and adjacent to theareaof Work shall beprovidedforina satisfactory manner,consistentwiththeoperationand local conditions."Street Closed"signs shall be placed immediately adjacent tothe Work,ina conspicuous position, atsuch locations astraffic demands.Atanytimethatstreetsarerequired to beclosed,the CONTRACTOR shall notifylawenforcement agencies andin particular,theCityofSouth Miami Police Department,beforethe street isclosedand again assoonasitisopened.Access to firehydrantsand other fire extinguishing equipment shallbeprovidedandmaintainedataftifm^ SanitaryProvisions: 6.31 The CONTRACTOR shall provideon-site office,and necessary toilet facilities,secludedfrom public observation,foruseof all personnelonthe Work Site,whether ornotinhisemploy.They shall bekeptina deanand sanitary condition and shall complywiththe requirements and regulations ofthe Public Authorities Page 14 of 30 ©ThomasF.Pepe 2014. 4/17/14 having jurisdiction.They shall commitno public nuisance.Temporary field officeand sanitary facilities shall be removed upon completion of the Work andthepremises shall beleftclean. Indemnification: 6.32The CONTRACTOR shall indemnifyandholdharmlessthe OWNER andthe CONSULTANT,aswellastheir officers,agents and employees or any ofthem from and against claims,damages,losses and expenses (including butnot limited toattorneys'fees)received or sustained byanypersonorpersons during oronaccountofor arising outofany operations connectedwiththeWork,butonlytotheextent caused inwholeorinpartby the negligent actsor omissions oftheCONTRACTOR,a Subcontractor,or anyone direcdy or indirectly employedbythemoranyoneforwhoseactstheyare liable.This indemnification provision is cumulative with all otherremediesor other indemnification provisions containedintheContractDocuments.The CONTRACTOR shall pay all claims andlossesofanykindornaturewhatsoever,inconnectiontherewith, including the CITY'S attorney'sfeesandexpensesinthedefenseofanyactioninlaworequitybrought against the Owner arising from either the negligent,willful,wantonorintentionalerror,omission,oract of the CONTRACTOR,its sub-contractor or assigns aswellas all oftheir agents,representatives or employees, incidentto,arising out oforresultingfromtheperformanceofthe CONTRACTOR'S servicesunderthis Agreement.The CONTRACTOR agrees and recognizes thattheOwner shall notbeheld liable or responsible forany claims,including thecostsandexpensesof defending such claims whichmayresultfromor arise outof actionsoromissionsofthe CONTRACTOR,itssub-contractoror assigns aswellas all oftheir agents, representativesoremployees.In reviewing,approving orrejectinganysubmissionsoracts of the CONTRACTOR,theOwnerinnoway assumes or shares responsibility or liability ofthe CONTRACTOR,or itssub-contractoror assigns,oranyoftheir agents,representatives oremployees 6.33 In theeventthatany action or proceeding is brought against OWNERorCONSULTANTby reason of any suchclaim or demand,CONTRACTOR,upon written noticefromCITY shall defendsuchactionor proceedingbycounselsatisfactoryto CITY.The indemnification providedabove shall obligate CONTRACTOR to defend atitsownexpenseorto provide forsuch defense,atCITY'Soption,anyand all claims of liability and all suitsandactionsofeverynameand description thatmaybebrought against OWNER orCONSULTANT, excluding onlythose claims that allege thatthe injuries arose out ofthesole negligence of OWNER or CONSULTANT. 6.34The obligations oftheCONTRACTORunder paragraph 6.33 shall notextendtothe liability ofthe CONSULTANT,its agentsoremployees arising outof (a)the preparation or approval of maps,drawings, opinions,reports,surveys,ChangeOrders,designs or specifications or(b)the giving oforthe failure to give directionsorinstructionsbytheCONSULTANT,itsagentsoremployeesprovidedsuchactoromissionisthe primary cause of injury or damage. 6.34AAll of the forgoing indemnification provisions shall survive the term of the Contract to which these General Conditionsarea part.Indemnification shall not exceedanamountequal to thetotalvalueof all insurance coveragerequiredbySection 5.1 ofthis document Indemnification islimited to damages causedinwholeorin partbyany act,omission,or default of the Contractor,the Contractor's subcontractors,sub-subcontractors, materialmen,or agents ofanytierortheir respective employeestothe extent caused bythe negligence, recklessness,or intentional wrongful misconductofthe indemnifying partyandpersonsemployedor utilized by theindemnifyingpartyin the performance of the construction contract. Responsibilityfor Connection to ExistingWorlc 6.35 It shall bethe responsibility ofthe CONTRACTOR toconnectits Work to eachpartoftheexisting Work, existing building orstructureor Work previously installed as required bythe Drawings and Specifications to providea complete installation. 6.36 Bccavations,grading,fill,storm drainage,paving and anyother construction or installations in rights-of-ways of streets,highways,publiccarrierlines,utilitylines,either aerial,surface orsubsurface,etc.,shall bedonein accordance with requirements ofthe special conditions.TheOWNER will be responsible for obtaining all permits necessary forthe Work described inthis paragraph 6.36.Upon completion oftheWork, CONTRACTOR shall presenttoCONSULTANT certificates,in triplicate,fromtheproper authorities,stating that the Work hasbeendoneinaccordancewiththeirrequirements. 6.36.1 TheCITY will cooperatewiththeCONTRACTORin obtaining action fromany utilities or public authoritiesinvolvedintheaboverequirements. 6.36.2 TheCONSULTANT shall be responsible for obtaining elevations of curbs and gutters,pavement, storm drainage structures,andotheritemswhichmustbe established by governmental departmentsas soonas grading operationsare begun onthesite and,inany case,sufficiendy earlyinthe construction periodtopreventanyadverseeffectonthe Project. Page 15 of 30 ©ThomasF.Pepe2014..,...._ 4/17/14 Cooperation with Governmental Departments.Public Utilities.Etc: 6.37 TheCONTRACTOR 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,thattheir location is identified and to obtain authority from these third parties for relocation ifthe CONTRACTOR desires to relocate the item.The CONTRACTOR shall give all proper notices,shall comply with all requirements of such third parties inthe performance ofhisWork,shall permitentranceofsuchthird parties onthe Project inorderthattheymayperformtheir necessary work,and shall pay all charges andfeesmadebysuchthird parties fortheir work. 6.37.1 The CONTRACTOR'S attention is called tothe fact thatthere may be delays onthe Project dueto worktobedoneby governmental departments,public utilities,and othersin repairing or moving poles,conduits,etc The CONTRACTOR shall cooperate withthe above parties in every way possible,sothatthe construction can becompletedintheleast possible time. 6.37.2 The CONTRACTOR shall have made itself familiar with all codes,laws,ordinances,and regulations which inany manner affect those engaged or employed intheWork,or materials and equipment use inoruponthe Work,orinanyway affect the conduct oftheWork,and no plea of misunderstanding will be considered on account of damage or delay caused by his ignorance thereof. Use Premises: 6.38CONTRACTOR shall confine its apparatus,storage of materials,and operations ofitsworkmentothe limits indicated by law,ordinances,permits and directions of CONSULTANT and CITY,and shall not unnecessarily encumber anypart of the siteoranyareasoffsite. 6.38.1 CONTRACTOR shall not overload or permit any part of any structure tobe loaded with such weight as will endanger its safety,nor shall it subject any workto stresses or pressures that will endanger it. 6.38.2 CONTRACTOR shall enforce the rules and regulation promulgated bythe CONSULTANT and OWNERas 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 ofits employees,subcontractors and other personnel,as well asthatofthe material delivery trucks and other vehiclesthat come to the Projectsite. 6.38.4 TheCity will designate specific areas onthesitefor storage,parking,etc and thejobsite shall be fencedtoprotectthejobsiteandthe general public 6.38.5 TheCONTRACTOR shall furnish,install and maintain adequate construction office facilities for all workers employed byitorbyits Subcontractors.Temporary offices shall be provided and located where directedandapprovedbythe CONSULTANT.Allsuch facilities shall be furnished instrict accordance with existing governing regulations.Field offices shall include telephone facilities. Protectionof 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 onthe Drawings or noted inthe Specifications as being removed or altered shall be protected from damage during construction of the Project.Any such improvements damaged during construction ofthe Project shall be restored atthe expenseofthe CONTRACTOR to a condition equal tothat existing atthetimeof award of Contract. ARTICLE 7-WORK BY OTHERS 7.1 The CITY may perform additional Work related tothe Project or may letother direct contracts therefor whichshallcontainGeneral Conditions similar to these.The CONTRACTOR shallafford the other contractors whoare parties to such direct contracts (orthe OWNER,ifitis performing the additional Work itself),reasonable opportunity forthe introduction and storage of materials and equipment andthe execution of Work,and shall properlyconnectandcoordinateits Work withtheirs. 7.2If any part ofthe CONTRACTOR'S Work depends upon proper execution or results oftheWorkof any other contractor orthe OWNER,the CONTRACTOR shall prompdy reporttothe CONSULTANT in writing any defects or deficiencies in such Work that render it unsuitable for the CONTRACTOR'S Work. 7.3The CONTRACTOR shall do all cutting,fitting and patching ofthe Work that may be required tomakeits several parts cometogether property andfitto receive orbe received bysuchother Work.The CONTRACTOR shall not endanger any Work ofothersby cutting,excavating orotherwise altering their Work andshallonlycut or altertheir Work with the written consent of the CONSULTANT andofthe other contractor whose work will be affected. Page 16 of 30 ©ThomasF.Pepe2014. 4/17/14 7.4 If the performance of additional Work by other contractors or the OWNER is not noted in the Contract Documentspriorto the executionofthe Contract,written notice thereof shall begiventothe CONTRACTOR prior to startinganysuch additional Work.If the CONTRACTOR believesthatthe performance of suchadditional Work bythe OWNER or others willcause the CONTRACTOR additional expenseorentitieshimtoanextensionoftheContractTime,hemaymakea claim thereforeasprovidedin Articles 11 and 12. 7.5 Where practicable,the CONTRACTOR shall build aroundthe work of other separatecontractorsor shall leave chases,slotsandholesas required to receive andto conceal withinthe general construction Work the work of such other separate contractors asdirectedby them.Where suchchases,slots,etc,are impracticable,the Work shallrequirespecificapproval of the CONSULTANT. 7.6Necessary chases,slots,andholesnotbuiltorleftbythe CONTRACTOR shall becutbythe separate contractor requiringsuch alterations afterapproval of the CONTRACTOR.The CONTRACTOR shalldo all patching and finishing ofthe work ofothercontractorswhereitiscutby them andsuch patching and finishing shallbeat the expense of CONTRACTOR 7.7 Cooperation is required in the use of site facilities andin the detailed execution of the Work.Each contractor shall coordinatetheiroperationwith those ofthe other Contractors forthe best interest ofthe Work inorder to prevent delayin the execution thereof. 7.8 Each of several contractors working onthe Project Site shall keep themselves informed ofthe progress ofthe work of other contractors.Shouldlackofprogressordefectiveworkmanshiponthepartofothercontractors interferewiththe CONTRACTOR'S operations,the CONTRACTOR shall notifytheCONSULTANT immediately andin writing.Lack ofsuchnoticetotheCONSULTANT shall beconstruedas acceptance bythe CONTRACTOR ofthestatusoftheworkofothercontractorsas being satisfactory forproper coordination of CONTRACTOR'S own Work. 7.9Thecostofextra Work resulting fromlackof notice,untimelynotice,failure torespondto notice,Defective Work or lack of coordination shall be the CONTRACTOR'S cost. 7.10 TheCITY reserves the right intheeventthe CONTRACTOR cannot provide an item(s)or service(s)in a timely manner as requested,to obtain thegood and/or services from other sources and deducting thecost fromthe Contract Price without violating theintentofthe Contract. ARTICLE 8-CITY'S RESPONSIBIUTIES 8.1 TheCITY will issue all communications totheCONTRACTOR through theCONSULTANT. 8.2 In cases of termination ofemploymentofthe CONSULTANT,theCITY will appoint a CONSULTANT whose status under the Contract Documents shall be that of the former CONSULTANT. 8.3TheCITY shall prompdy furnish thedatarequiredofthemundertheContractDocuments. 8.4The CITY'S duties inrespectto providing lands and easements areset forth in Paragraphs 4.1 and 4.2. 8.5 The CITY shall have the right totake possession of and use any completed or partially completed portions of theWork,notwithstanding the fact thatthetime for completing theentireWorkor any portion thereof may nothaveexpired;butsuchtaking possession anduse shall notbedeemedan acceptance of any Work not completed in accordance with the Contract Documents. ARTICLE 9 -CONSULTANTS*STATUS DURING CONSTRUCTION City's Representative: 9.1 The CONSULTANT shall bethe CITY'S representative during the construction period.The duties and responsibilities and the limitations of authority ofthe CONSULTANT asthe CITY'S representative during constructionare set forthinArticles I through 16 of these GeneralConditionsand shall not be extended without written consent of the CITY and the CONSULTANT. 9.1.1 TheCONSULTANTS decision,inmatters relating to aesthetics,shall be final,if within thetermsof the Contract Documents. 9.1.2 Except as may be otherwise provided in this contract,all claims,counterclaims,disputes and other mattersinquestionbetweentheCITY and theCONSULTANT arising outofor relating tothis Contractorthe breach thereof,shall be decided inacourtofcompetent jurisdiction within the State of Florida. Visits to Site: 9.2 The CONSULTANT shall provide an inspector to make periodic visits tothe site at each phase of construction to observe the progress and quality ofthe executed Work and to determine iftheWorkis proceeding in accordance withthe Contract Documents.His efforts shall be directed toward providing assurance for the OWNER and all applicable regulatory agencies that construction isin compliance withthe Construction Documentsand applicable laws,rulesand regulations.Onthe basis oftheseon site-observations asan Page 17 of 30 ©ThomasF.Pepe2014. 4/17/14 experienced and qualified design professional,he shall keep the CITY informed ofthe progress oftheWork and shall guard the OWNER against defectsand deficiencies inthe Work of CONTRACTOR. Clarifications andInterpretations: 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,orreasonablyinferablefrom,the overall intent of the Contract Documents.If the CONTRACTOR seeksanincreaseintheContract Price orextensionofContractTimebasedonawritten clarification and/or interpretation it shall be required to submit a timely claim as provided in Articles 11 and 12. Measurement of Quantities: 9.4 All Work completed under the Contract shall be measured bythe CONSULTANT according to the United States Standard Measures.All linear surface measurements shall be made horizontally or vertically as required by the item measured. RejectingDefective Worlc 9.5 The CONSULTANT shall have authority to disapprove or reject Workthatis "Defective Work"as defined in Article I.It shall also have authority to require special inspection or testing oftheWork including Work fabricated onoroff site,installed or completed as provided.In the event that the CONSULTANT requires testing of completed Work,thecostof such inspections and/or testing shall be approved in writing bythe CITY.All consequential cost of such inspections and testing,including but not limited tothe cost oftesting and inspection,thecostof repairing anyofthe Work,orthe work ofothers,thecostto 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 Ordersand Payments: 9.6 In connection with the CONSULTANT responsibility as to Shop Drawings and samples,see paragraphs 6.25 through 6.28,inclusive. 9.7 In connection withthe CONSULTANTS responsibility for Change Orders see Articles 10,11,and 12. 9.8 In connection with the CONSULTANT responsibilities with respect tothe Application for Payment,etc.,see Article 14. DecisionsonDisagreements: 9.10 The CONSULTANT shall bethe initial interpreter ofthe Construction Documents. Limitations onConsultant's Responsibilities: 9.11 The CONSULTANT will notbe responsible for the construction means,methods,techniques,sequences or procedures,or the safetyprecautionsandprogramsincident thereto. 9.12 The CONSULTANT will not be responsible for the acts or omissions ofthe CONTRACTOR,or any Subcontractors,or any of their agent,servants or employees,or any other person performing any oftheWork under or through them. ARTICLE 10 -CHANGES IN THE WORK 10.1 Without invalidating the Contract,theCITY may,atanytimeor from time to time,order additions,deletions or revisions inortothe Work which shall onlybe authorized bya written Change Orders.Upon receipt ofa Change Order,the CONTRACTOR shall proceed withtheWork involved.All such Work shall be performed under the applicable conditions ofthe Contract Documents.Ifany authorized written Change Order causes an increase or decrease inthe Contract Price oran extension or shortening ofthe Contract Time,an equitable adjustment will be made as provided in Article 11 or Article 12.A written Change Order signed bythe CITY and the CONTRACTOR indicates their agreement tothetermsofthe Change Order.All Change Orders shall be certified bythe CONSULTANT astothe appropriateness and value ofthe change intheWork as well astoanychangein the time to complete the Work under the circumstances.The failure to includeatime extensioninthe Change Orderorintherequestfora change order shall resultina waiver ofany extension of timeduetothe change inthe work as reflected inthe Change Order. 10.2 The CONSULTANT may authorize minor changes or alterations inthe Work not involving extracost and not inconsistent withthe overall intentoftheContractDocumentswithouttheneedfora formal written Change Order provided theCONTRACTORdoesnotrequest additional timeor additional compensation.These may be accomplished byawritten Field Order.Ifthe CONTRACTOR believes thatany change or alteration authorized by the CONSULTANTS Field Order would entitles the CONTRACTOR to anincreaseinthe Page 18 of 30 ©ThomasF.Pepe2014. 4/17/14 Contract Price or extension of Contract Time,it must submita written noticeofintent to demandaChange Order within twenty four(24)hoursof the issuanceof the Field Order andsubmita written proposalfor Change Order within four(4)days thereafter,otherwise the CONTRACTOR shallbe deemed to havewaived such claim. 10.3 Additional Work performedbythe CONTRACTOR without authorizationofawrittenChange Order shall notentitleittoanincreaseintheContract Price oranextensionoftheContractTime,except inthecaseof an emergency as provided in paragraph 6.22and except asprovidedin paragraph 10.2. 10.4 TheCITY will execute appropriate Change Orders prepared bytheCONSULTANT covering changes inthe Work,tobeperformedasprovidedin paragraph 4.4,and Work performedinanemergencyasprovidedin paragraph 6.22andany other claimofthe CONTRACTOR forachangein the Contract Time or the Contract Price which is approved by the CONSULTANT. 10.5 Itisthe CONTRACTOR'S responsibility tonotifyitsSuretyofany changes affectingthegeneralscopeofthe Work or changein the Contract Priceor Contract Timeand the amount of theapplicablebonds shall be adjustedaccordingly.The CONTRACTOR shall furnish proof of suchan adjustment to theCITYbefore commencement of the Change Order Work.The Work shall be stopped until the CONTRACTOR provides suchproofof adjustment intheBondamountandanysuchdelay shall bechargedto the CONTRACTOR. ARTICLE 11 -CHANGE OF CONTRACT PRICE I I.I TheContract Price constitutesthetotal compensation payable tothe CONTRACTOR for Performing the Work.All duties,responsibilities and obligations assigned to or undertakenbythe CONTRACTOR shall beat its expense without changing the Contract Price. 11.2 The CITY may,atanytime,without writtennotice to thesureties,bywrittenorder designated or indicated to bea Change Order,makeany change inthe Work withinthe general scopeofthe Contract,including butnot limited to changes to or in: i 1.2.1 Specifications (including drawingsand designs); 11.2.2 Method or manner of performance of the Worlc 11.2.3 CITY-furnished facilities,equipment,materials,services,orsite;or 11.2.4 Acceleration in the performance of the Work. 11.3 Exceptasprovidedinthis section,or sectionsreferredtointhissection,noorder,statement,or conduct of theCITY shall betreatedasa Change Orderor entide the CONTRACTOR toan equitable adjustment unless anduntilthe change inthe Work is specifically andexpressly provided forinawritten Change Order,oras otherwise provided in another section of the Contract Documents. 11.4 Whena Change Orderis issued bytheCONSULTANTand signed bytheCITYor issued bytheCITYin writing,the CONTRACTOR shall performthe Work evenifthe CONTRACTOR doesnotagreewiththe dollar amountofthe Change Order.Ifany Change Ordercausesan increase or decrease inthe CONTRACTOR'Scostof,orthetime required for,the performance ofanypartofthe Work underthis Contract,forwhichtheCITYandtheCONTRACTORcannot reach atimely agreement,an equitable adjustmentbasedonthecostofthe Work shall bemadeandtheContractmodified accordingly. 11.5 Ifthe CONTRACTOR intends to assert a claim for an equitable adjustment orcontestthe equitable adjustment madebythe CONSULTANT,it shall,within ten (10)calendar days afterreceiptofawritten Change Order,submittotheCITY and CONSULTANTawrittennotice including astatementsettingforththe general natureandmonetaryextentof such claim for equitable adjustment,time extension requested and supporting data.In determiningthecostoftheChangeOrder,thecosts shall belimitedtothoselistedin section 11.7 and 11.8. 11.6 No claim bythe CONTRACTOR foran equitable adjustmenthereunder shall beallowedifnotsubmittedin accordance withthissectionorifassertedafter final paymentunderthis Contract. 11.7 The value ofanyWork covered bya Change Orderorof any claim for an increase or decrease inthe Contract Price shall be determined inoneofthe following ways: 11.7.1 Bynegotiatedlumpsum. 11.7.2 Onthe basis ofthe reasonable cost and savings that results from the change intheWork plus a mutually agreed uponfeetotheCONTRACTORtocover overhead andprofitnottoexceed 15%.If the CONTRACTOR disagreeswith the CONSULTANTS determination of reasonablecosts,the CONTRACT shall provide a list of all coststogetherwith backup documentation 11.8 ThetermcostoftheWork means the sum of all direct extra costs necessarily incurred and paid bythe CONTRACTOR in the proper performance ofthe Change Order.Except as otherwise may be agreed to in writing by CITY,such costs shall bein amounts no higher than those prevailing in Miami-Dade County and shall includeonlythefollowingitems: 11.8.1 Payroll costs for employees in the direct employ of CONTRACTOR inthe performance oftheWork described inthe Change Order under schedules of job classifications agreed upon byCITY and Page 19 of 30 ©ThomasF.Pepe2014. 4/17/14 CONTRACTOR.Payroll costsforemployeesnotemployed full timeonthe Work shall be apportioned onthe basis oftheirtimespentonthe Work.Payroll costs shall belimitedto: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 atthe 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,whetherinwholeor in part the result ofthe fault ofthe CONTRACTOR dueto negligence of theCONTRACTORorthose acting byor through himordueinwholeorinpartto Defective Work of the CONTRACTOR. 11.8.2 Costof all materials and equipment furnished and incorporated in theWork,including costs of transportationandstorage,and manufacturers'field servicesrequiredinconnectiontherewith.The CONTRACTOR shall notifytheCITYof all cashdiscountsthatare available andoffertheCITYthe opportunitytodeposit funds withthe CONTRACTOR forthe payment foritemsthatoffera discount.Cash discounts shall accrue to CONTRACTOR unless the CONTRACTOR fails to timely notifytheCITYofthe discounts oriftheOWNER deposits funds withCONTRACTORwith which to makepaymentsinwhichcases the cashdiscountsshallaccrue to the OWNER.Alltradediscounts, rebates and refunds,and all returns from sale of surplus materials and equipment shall accrue to OWNER,andCONTRACTOR shall make provisions sothattheymaybe obtained. 11.8.3 Payments made by CONTRACTOR tothe Subcontractors forWork performed by Subcontractors.If required by CITY,CONTRACTOR shall obtain competitive bids from Subcontractors acceptable to himandshalldeliversuchbidsto CITY who will then determine,with the advice of the CONSULTANT,which Bids will be accepted.No subcontract shall beacost plus contract unless approved in writing bythe CITY.Ifa Subcontract provides thatthe Subcontractor istobe paid onthe basis of Cost of Work plusafee,the cost of the Work shallbe determined inaccordancethissection 11.8 andinsuchcase the word "Subcontractor"shallbe substituted for the word "CONTRACTOR". 11.8.4 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,dismanding and removal thereof-all in accordance withtermsof said rental agreements. The rental ofany such equipment,machinery or parts shall cease whentheusethereofisno longer necessary for the Work. I 1.8.5 Sales,use or similar taxes related totheWork,and for which CONTRACTOR is liable,imposed by anygovernmentalauthority. 11.8.6 Payments and fees for permits and licenses.Costsfor permits and licenses mustbe shown as a separate item. 11.8.7 Thecostof utilities,fuel and sanitary facilities atthesite. 11.8.8 Minor expenses such as telegrams,long distance telephone calls,telephone service atthe site, expressage andsimilar petty cash items in connection with the Work. 11.8.9 Costof premiums for additional Bonds and insurance required solely because of changes intheWork, not to exceed two percent (2%)oftheincreaseinthe Cost of the Work. 11.9 ThetermCostofthe Work shall NOT include anyofthe following: 11.9.1 Payroll costsandother compensation of CONTRACTOR'S officers,executives,principals (of partnership andsole proprietorships),general managers,engineers,architects,estimators,lawyers, agents,expediters,timekeepers,clerksand other personnelemployedby CONTRACTOR whether at thesiteorinits principal ora branch officefor general administration ofthe Work andnot specifically includedin the schedulereferred to in Subparagraph 11.5. 11.92 Expenses ofCONTRACTOR'S principal and branch officesotherthanitsofficeatthesite. H.9.3AnypartofCONTRACTOR'S capital expenses,including interestonCONTRACTOR'S capital employedforthe Work and charges against CONTRACTOR fordelinquent payments. 11.9.4 Costofpremiumsfor all bondsandfor all insurance policies whetherornot CONTRACTOR is requiredby the Contract Documentstopurchaseand maintain the same (except asotherwise providedin Subparagraph I L8.9). 11.9.5 Costsdue to the negligence of CONTRACTOR,any Subcontractor,oranyonedirectlyor indirecdy employedbyany of them orfor whose actsany of them maybe liable,including but not limitedto,the correction of defective work,disposal of materialsor equipment wronglysuppliedandmakinggood anydamage to property. 11.9.6 Other overheador general expensecostsofanykindandthecostsofanyitemnot specifically and expressly includedin Paragraph 11.8. Page 20 of 30 ©ThomasF.Pepe2014. 4/17/14 11.10 The CONTRACTOR'S feewhich shall be allowed to CONTRACTOR foritsoverheadandprofit shall be determined as follows: 11.10.1 Amutually acceptable firm fixed price;orifnonecanbeagreedupon. 11.10.2 Amutuallyacceptablefixed percentage (nottoexceed 15%). 11.11 Theamountofcredittobe allowed byCONTRACTORto OWNER foranysuch change which results inanet decrease in cost will be the amount of the actual net decrease in costs calculated in the same manner as provided in 11.8.Whenboth additions and creditsare involved inanyone change,thenet shall becomputed to include overhead and profit,identified separately,forboth additions andcredit,provided however,the CONTRACTOR shall not be entided to claim lostprofitsforany Work notperformed. ARTICLE 12 -TIMEFOR COMPLETION,LIQUIDATED DAMAGES AND CHANGE OFTHE CONTRACT TIME 12.1 Timeisoftheessencetothiscontractandthedateof beginning andthetimeforcompletionofthe Work are essentialconditionsof the Contract.Therefore,the Work shall be commenced on the datespecifiedinthe Notice to Proceedand completed withinthetimespecifiedforcompletionof the work. 12.2 The CONTRACTOR shall proceedwiththe Work atsuchrateofprogresstoensure full completionwithin theContractTime.Itisexpresslyunderstoodand agreed,byandbetweenthe CONTRACTOR andthe OWNER,thattheContractTimeforthe completion ofthe Work described herein isa reasonable time,taking into consideration the average climatic andeconomicconditionsand other factors prevailing inthe locality of the Work.No extension of time shallbegranteddue conditions that the Contractor knew of or shouldhave knownofbefore bidding ontheprojectorduetoinclementweather,exceptasprovidedinsection 12.7. 12.3 IftheCONTRACTOR shall fail to complete the Work within the Contract Time,or extension oftime granted bythe CITY,thentheCONTRACTOR shall pay totheOWNERtheamountof liquidated damages as specified intheContractDocumentsforeach calendar day afterthe scheduled datefor completion as adjusted by written Change Orders that extended the completion date. 12.3.1 Theseamountsarenot penalties butare liquidated damages incurred bythe OWNER forits inability toobtain full useofthe Project.Liquidated damages areherebyfixedandagreeduponbetweenthe parties,recognizing the impossibility of precisely ascertaining theamountof damages thatwillbe sustained asaconsequenceofsuch delay,andboth parties desiring toobviateanyquestionor dispute concerning the amount of saiddamagesand the cost and effect of the failure of CONTRACTOR to completetheContractontime.The above-stated liquidated damages shall apply separately to each phaseof the Projectforwhichatimeforcompletionisgiven. 12.3.2 CITYis authorized todeductthe liquidated damages from moniesduetoCONTRACTORforthe Work under this Contract. 12.4 TheContractTimemayonlybe changed byawritten Change Order.Any daim foranextensioninthe CONTRACT TIME shall be based onwrittennotice delivered totheCITYandCONSULTANT within five (5) business daysoftheoccurrenceoftheevent giving risetothe claim andstatingthe general natureofthe claim including supporting data.All daims foradjustmentin the ContractTime shall beevaluatedandrecommended bytheCONSULTANT,with final approval bytheCITY'S representative.Any change intheContractTime resulting fromanysuchdaim shall be incorporated inawritten 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 tothe CONSULTANT for such Drawings. Furthermore,there shall beno monetary compensation for such delay and the CONTRACTOR'S soleremedy shall bean extension of time for the periodofdelay. 12.7 Extensions tothe Contract Time for delays caused bythe effects of inclement weather shall notbe granted unless theweatherwas unusual for South Florida and could not have been anticipated,the abnormal weatheris documented by records from the national weather serviceand 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 daim for damages due to dday unless the delay exceeds 6 months,whether individually or cumulatively,and thenthe damages shall be limited to increased costof materials thatwere unanticipated and thatwouldnothavebeen incurred butforthe delay. Other thanassetforthabove,theonlyremedyforanydelay shall belimited to anextensionoftimeas provided forin Section 12.4 which shall bethesole and exdusiveremedyfor such resulting delay.Otherthan asset forth above,CONTRACTOR shall notbe entided to an increase inthe Contract Price or payment or compensation ofany kind from OWNERfor direct,indirect,consequential,impact orothercosts,expenses or damages,including butnot limited to,costs of acceleration or inefficiency,overhead orlost profits,arising because of delay,disruption,interference or hindrance from any cause whatsoever,whether such delay, disruption,interferenceor hindrance be reasonable or unreasonable,foreseeable or unforeseeable,or avoidable or unavoidable. Page 21 of 30 ©ThomasF.Pepe2014. 4/17/14 12.9 The CONTRACTOR waives all claims thatarenot presented totheCityin writing onorbeforethe 21st day following the dateof the event uponwhichthedaimisbased. ARTICLE 13 -GUARANTEE 13.1 TheCONTRACTOR shall guarantee and unconditionally warrant through eitherthe manufacturer orthe CONTRACTOR directly,all materials and equipment furnished and Work performedforpatent Defective Work foraperiodofone(I)yearfromthedateof Final Acceptanceas indicated intheCONSULTANTLetter of Recommendation of Acceptance orfrom the datewhen the defectwasfirstobservable,whicheverislater. Thesame guarantee and unconditional warranty shall beextendfor five (5)years fromthedateof Final Acceptance as indicated inthe CONSULTANT Letterof Recommendation of Acceptance forlatent Defective Work.TheCITY will give noticeof observed defects with reasonable promptness.In theeventthatthe CONTRACTOR should fail to commence tocorrect such Defective Work within ten (10)calendar days after having receivedwrittennoticeofthedefect,orshouldthe CONTRACTOR commencethecorrectivework, but fail toprosecutethecorrectivework continuously and diligently andin accordance withtheContract Documents,applicable law,rulesand regulations,theCITYmay declare aneventof default,terminatethe Contract inwholeorin part and cause the Defective Work tobe removed orcorrected and to complete the Work atthe CONTRACTOR'S expense,and the CITY shall charge theCONTRACTORthecost thereby incurred.The Performance Bond shall remain in full force andeffect through the guarantee period. 13.2 The specific warranty periods listed inthe Contract Documents,if different from the period oftime listed in Section 13.1,shall take precedence over Section 13.1. 13.3 CONTRACTOR shall act as agent,ona limited basis for the OWNER,atthe CITY's option,solely for the follow-up concerning warranty compliance for all items under manufacturer's Warranty/Guarantee and forthe purpose ofcompleting all formsfor Warranty/Guarantee coverage underthis Contract. 13.4 In case of default bythe CONTRACTOR,theCityof South Miami may procure the articles or services from other sources and hold the CONTRACTOR responsible for any excess costs occasioned or incurred thereby. 13.5 TheCITYmay withhold acceptance of,orrejectitemswhichare found upon examination,nottomeetthe specification requirements.Upon written notification of rejection,items shall be removed within five (5)business days bytheCONTRACTORathisownexpense and redelivered athis expense.Rejected goods left longer than thirty (30) calendar days shall be regarded as abandoned and theCity shall have the right to dispose ofthemasitsown property andtheCONTRACTORthereby waives any claim tothegoodorto compensation of any kind.Rejection fornon conformance or failure tomeet delivery schedules mayresultintheContract being found in default. ARTICLE 14 -PAYMENTS AND COMPLETION Payments to Contractor 14.1 TheContractor shall notbe entitled toanymoneyforanywork performed beforethe issuance ofaNoticeto Proceed ontheform described intheContractDocumentsandthe issuance bytheCityofa "purchase order", oranyother document,doesnotand shall not authorize thecommencementofthe Work.At leastten (10) calendar days before each progress payment falls due(butnotmoreoftenthanoncea month),the CONTRACTOR shall submittotheCONSULTANTa partial paymentestimate filled outand signed bythe CONTRACTOR covering the Work performed during theperiodcoveredbythe partial payment estimateand supported by such data asthe CONSULTANT may reasonably require.All progress payment applications after the first progress payment shall be accompanied by partial releases of lien executedby all persons,firms and corporationswhohave furnished labor,servicesor materials incorporatedintothe work duringtheperiodof timeforwhichthe previous progress payment was made,releasing such claims and lien rights,if any,ofthose persons. If payment isrequestedonthe basis of materials andequipmentnot incorporated inthe Work but delivered andsuitablystoredatornear site,the partial paymentestimate shall alsobe accompanied bysuchsupporting data,satisfactory to the CITY,whichestablishes the OWNER'S title to the materialand equipment aswellas certificates of insuranceprovidingcoveragefor 100%of the value of saidmaterialand equipment covering the materialand equipment fromallcasualtiesaswellas theft,vandalism,fireandflood.The CONTRACTOR shall replaceatits expense anystored materials paid forwhichareeitherdamagedorstolenbefore installation.The CONSULTANT willwithin ten (10)calendar daysafterreceipt of each partial paymentestimate,either certifyinginwriting its approvalofpaymentandpresent the partial paymentestimate to the OWNER,or returnthe partial paymentestimate to the CONTRACTOR,indicating inwritinghisreasonsforrefusingto approvepaymenc In the latter case,the CONTRACTOR maymakethenecessary corrections andresubmit the partial payment estimate.The OWNER,willwithinthirty(30)calendar daysofpresentationtoitofany Page 22 of 30 ©ThomasF.Pepe 2014.- 4/17/14 approved partial paymentestimate,paythe CONTRACTOR aprogresspaymentonthebasisoftheapproved partial paymentestimate.TheOWNER shall retain ten (10%)percentoftheamountof each payment until Final CompletionandAcceptanceof all Work coveredbytheContractDocuments.Anyinterestearnedonthe retainageshall accrue to the benefit of the OWNER. 14.2 The CONTRACTOR,beforeit shall receive final payment,shall deliver to the CITYaContractor's Final Payment Affidavit as set forthin the Florida Construction Lien Statute aswellas final releases of lien executed by all personswhohaveperformedor furnished labor,servicesor materials,directlyor indirectly,whichwas incorporatedinto the Work.Ifanypersonrefuses to providesuchareleaseorprovidesaconditionalrelease, theCITY shall havetheright to issueajointcheckmade payable to the CONTRACTOR andsuchperson. Contractor's Warranty of Title 14.3 The CONTRACTOR warrantsandguaranteesthattideto all Work,materialsand equipment coveredbyan ApplicationforPayment whether the Work,material or equipment is incorporated in the Project or not,shall havepassedto theOWNER prior to the making of the ApplicationforPayment,freeandclear of allliens, claims,security interest andencumbrances(hereafterin these General Conditions referred to as "Liens");and thatno Work,materialsorequipment,coveredbyanApplicationforPayment,willhavebeenacquiredbythe CONTRACTOR orbyany other personperforming the Work at the site or furnishing materialsand equipment for the Project,under or pursuant to an agreement under whichan interest therein or encumbrance thereon isretainedby the selleror otherwise imposed by the CONTRACTOR or such other person. Approval of Payment 14.4 The CONSULTANTS approvalofanypaymentrequestedinanApplicationforPayment shall constitute a representation byhim to the CITY,basedon the CONSULTANTS onsite observations of the Work in progress asan experienced professionalandonhis review of the Application for Payment and supporting data, that the Work has progressed to the pointindicatedin the Applicationfor Payment;that,to the best his knowledge,informationandbelief,thequality of the Work isinaccordancewith the Contract Documents (subject to anevaluation of the Work asafunctioningProjectuponsubstantial completion asdefinedinArticle I,to the results of any subsequent tests calledforin the Contract Documents andanyqualifications stated in hisapproval);and that the CONTRACTOR is entided to payment of the amount approved.However,by approving,anysuch payment the CONSULTANT shall not thereby be deemed to have represented thathe madeexhaustiveor continuous on-siteobservations to check the qualityor the quantity of the Work,orthat hehas reviewed the means,methods,techniques,sequences and procedures of construction or that hehad madeany examination to ascertain how or for what purpose the CONTRACTOR hasused the moneys paidor to bepaid to himon account of the Contract Price,or that title to any Work,materials,or equipment has passed to the OWNER freeandclear of anyliens.14.5 The CONTRACTOR shallmake the following certificationoneach request forpayment: "I hereby certify that the laborandmaterialslistedonthis request for payment havebeenusedinthe construction of this Work andthat all materialsindudedinthis request forpaymentand not yet incorporated into the construction are now on the siteor stored atanapprovedlocation,and payment receivedfromthe last request for payment hasbeenusedtomakepayments to allhis Subcontractors andsuppliers,except for the amountslisted below beside the names of the persons who performed work or suppliedmaterials". Inthe event that the CONTRACTOR withholdspaymentfroma Subcontractor orSupplier,thesameamount ofmoney shall bewithheldfromthe CONTRACTOR'S payment untiltheissueisresolvedbywritten agreement between them andthenajointcheck shall bemade payable to thepersoninquestionandthe CONTRACTOR inaccordancewith the settlement agreement,otherwise the money shall beheldbythe OWNER untilajudgmentisenteredin favor ofthe CONTRACTOR ortheperson,inwhichcasethemoney shall be paid according with said judgment.Nothing contained herein shall indicate anintenttobenefit any third persons who are not signatories to the Contract. 14.6 TheCONSULTANTmayrefuseto approve thewholeoranypartofanypaymentif,inits opinion,itis unable to makesuchrepresentations to the OWNER asrequiredthisSection 14.Itmayalsorefusetoapproveany payment,or itmayvoidanyprior payment application certification because of subsequently discovered evidenceor the results of subsequentinspectionor tests to such extent asmaybenecessaryinitsopinionto protect the OWNER from loss because: 14.6.1 ofDefective Work,orcompleted Work hasbeen damaged requiring correctionor replacement, 14.6.2 the Work forwhichpaymentisrequestedcannotbeverified, 14.6.3 claims of Liens havebeen filed or received,orthereis reasonable evidence indicating the probable filing or receipt thereof, 14.6.4 the Contract Pricehas been reduced because of modifications, Page23 of 30 ©ThomasF.Pepe2014. 4/17/14 14.6.5 theCITYhas correct Defective Work orcompletedthe Work inaccordancewithArticle 13. 14.6.6 of unsatisfactory prosecution oftheWork,induding failure to clean up as required by paragraphs 6.29 and 6.30, 14.6.7 of persistent failure to cooperate with other contractors onthe Project and persistent failure to carry out the Work in accordance with the Contract Documents, 14.6.8 of liquidated damages payable bythe CONTRACTOR,or 14.6.9 ofanyother violation of,or failure to comply with provisions oftheContract Documents. 14.7 Prior to Final Acceptance the OWNER,with the approval ofthe CONSULTANT,may use any completed or substantially completedportionsofthe Work providedsuchusedoesnotinterferewiththe CONTRACTOR'S completion ofthe Work.Such use shall not constitute an acceptance of such portions ofthe Work. 14.8 The CITY shall have the right to enter the premises for the purpose of doing Worknot covered by the Contract Documents.This provision shall notbe construed as relieving theCONTRACTORofthe sole responsibility for the care and protection ofthe Work,orthe restoration of any damaged Workexcept such asmaybecausedbyagentsoremployeesofthe OWNER. 14.9 Uponcompletionandacceptanceofthe Work the CONSULTANT shall issueaCertificateattachedtothe Final Application for Payment thattheWork has been accepted byit under the conditions ofthe Contract Documents.The entire balance found tobe due the CONTRACTOR,including the retained percentages,but except such sumsasmaybe lawfully retained bytheOWNER,shall be paid totheCONTRACTOR within thirty (30)calendar days ofcompletion and acceptance ofthe Work. 14.10 Upon The awarded CONTRACTOR will be strongly encouraged to register as an ePayables Vendor with the Owner.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 yourorganizationgoingforward,the Citywillprovide the CONTRACTOR withacreditcardaccountnumber to keep on file.This card has unique security features,with $0of available funds until an invoice is approved for payment.Afteran invoice has received proper andcomplete approval,an electronic remittance advice will be sent viae-mail,orfax,whichnotifiesthe CONTRACTOR that the fundshavebeen transferred in to the accountlinkedtothecardfortheamountlistedontheinvoiceand/orremittance email.Please refertothe ePayables Questions &Answers Form contained in this RFP or contact the OWNER'S Finance department at (305)663-6343withanyquestions. Acceptance of Final Payment a?I^Iaa^ 14.11 The Acceptance bythe CONTRACTOR of final Payment shall be and shall operate as a release tothe OWNER and a waiver of all claims and all liability tothe CONTRACTOR other than daims previously filed and unresolved.The waiver shall include all things done or furnished in connection with theWork and for every act and neglect ofthe OWNER and others relating toor arising outof this Work.Any payment,however,final or otherwise,shall not rdease the CONTRACTOR orits sureties from any obligations under the Contract Documentsorthe Performance Bondand Payment Bonds. 14.12 The CONSULTANT may void any certification of Substantial Completion or Final Completion oftheWork as may be necessary in his opinion to protect the OWNER from loss ifhe determines,because of subsequendy discovered evidence orthe results of subsequent inspection ortests,that: 14.12.1 theWorkis defective,orthatthe completed Work has been damaged duetothe fault ofthe CONTRACTOR or any individual or entity operating under or through it requiring correction or replacement totheextentthatthe project isno longer Substantially Completed,orinthe case of Final Completion certification,isnolonger Finally Competed. 14.12.2 theWork necessary tobe completed for the purpose of certifying the work as being Substantially Completedor finally Completedcannotbeverified, 14.12.3 claims or Liens have been filed or received,or there is reasonable evidence indicating the probable filing or receipt thereof that,if valid and paid,would reduce the amount owing tothe CONTRACTOR BY 20%inthe case of Substantial Completion and 5%inthe case of Final Completion. 14.12.5 thereis Defective Work the value of which,if deducted from the contract price would reduce the amountowing to the CONTRACTOR BY 20%inthecaseof Substantial Completionand5%inthe case of final Completion. 14.13 If the CONSULTANT de-certifies any portion oftheWorkthat was certified ("Initial Certification")bythe CONSULTANT,theCONTRACTOR shall repay totheCityofSouth Miami anymoney paid asaresultof said Initial Certification being issued which shall be paid onlywhenthe decertified workis re-certified. ARTICLE 15 -SUSPENSION OF WORK AND TERMINATION 15.1 The CITY may,at any time and without cause,suspend theWorkor any portion thereof for a period ofnot morethanninety (90)calendar days bynoticein writing tothe CONTRACTOR andtheCONSULTANT, Page 24 of 30 ©ThomasF.Pepe2014. 4/17/14 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 andif aclaimis timely made and if itis allowed under the terms of Articles 11 or Article 12. CityMay Terminate 15.2 If the CONTRACTOR isadjudgedbankruptorinsolvent,orifhemakesageneralassignmentfor the benefitof its creditors,orifa trustee or receiver isappointedfor the CONTRACTOR orforanyits property,orifhe files apetitiontotakeadvantageofanydebtor'sact,or to reorganizeunderbankruptcyorsimilarlaws,orifhe repeatedly fails to supply sufficient skilled workmen or suitablematerials or equipment,or ifhe repeatedly fails to make prompt payments to Subcontractors or forlabor,materials or equipment or hedisregardslaws, ordinances,rules,regulations or orders of anypublic body havingjurisdiction,orifhedisregards the authority of the CONSULTANT,or ifhe otherwise violatesanyprovisionof,the Contract Documents,then the CITY may,without prejudice to any other rightor remedy and after giving the CONTRACTOR and the Suretyseven (7)calendardays written notice,terminate the servicesof the CONTRACTOR andtakepossessionofthe Projectandof all materials,equipment,tools,construction equipment andmachinery thereon ownedbythe CONTRACTOR,and finish the Work bywhatever method itmaydeemexpedient.In suchcasethe CONTRACTOR shall notbeentitledto receive anyfurtherpayment until the Work is finished.Ifthe unpaid balance oftheContract Price exceedsthedirectandindirectcostsofcompletingthe Project,induding compensation foradditionalprofessionalservices,such excess shallbepaid to the CONTRACTOR.Ifsuch costs exceed suchunpaid balance,the CONTRACTOR or the Suretyon the PerformanceBond shall paythe difference to the OWNER.Suchcostsincurredby the OWNER shall bedeterminedby the CONSULTANT and incorporated \n aChange Order. Ifafterterminationofthe CONTRACTOR underthisSection,itisdeterminedbyacourtof competent jurisdiction foranyreasonthattheCONTRACTORwasnotin default,the rights and obligations ofthe OWNERandthe CONTRACTOR shall bethesameas if theterminationhadbeen issued pursuant to Section 15.5 15.3 Where theCONTRACTOR'S services havebeensoterminatedbytheCITY said termination shall not affect any rights oftheOWNER against theCONTRACTORthen existing orwhichmaythereafter accrue.Any retention or payment of moneys by the OWNER due the CONTRACTOR shall not release the CONTRACTOR from liability. 15.4 Upon seven (7)calendar days written notice totheCONTRACTOR and the CONSULTANT,the CITY may, withoutcauseand without prejudice to anyotherrightorremedy,electtoterminatetheContractforthe convenienceofthe OWNER.In such case,the CONTRACTOR shall be paid for all Work executedand accepted bytheCITYasofthedateofthe termination,minus any deduction for damage or Defective Work. No payment shall bemadeforprofitfor Work which has notbeen performed. I5.4A The CITY reserves the right intheeventthe CONTRACTOR cannot provide an item(s)or service(s)in a timely manner as requested,to obtain the good and/or services from other sources and deducting thecost from the Contract Price without violating theintent of the Contract. Removal of Equipment 15.5 In the case of termination ofthis Contract before completion forany cause whatever,the CONTRACTOR,if notified todosobythe CITY,shall promptly removeany part or all ofits equipment and supplies from the property oftheOWNER.Should the CONTRACTOR not remove such equipment and supplies,the CITY shall have the right to remove thematthe expense ofthe CONTRACTOR and the CONTRACTOR agrees thatthe OWNER shall notbe liable for loss or damage to such equipment or supplies.Equipment and supplies shall notbe construed to indude such items for which the CONTRACTOR has been paid in whole or in part. Contractor MayStop Work or Terminate 15.6 If,through no act or fault ofthe CONTRACTOR,theWork is suspended for a period of more than ninety (90)calendar days bythe CITY orby order of other public authority,or under an order of court orthe CONSULTANT fails toacton any Application for Payment within thirty (30)calendar days after itis submitted, orthe OWNER fails to pay the CONTRACTOR any sum approved bythe CONSULTANT,within thirty (30) calendar days of its approval,and presentation,then the CONTRACTOR may,upon twenty (20)calendar days written notice tothe CITY and the CONSULTANT,terminate the Contract.The CITY may remedy the delay or neglect within thetwenty (20)calendar day time frame.If timely remedied bythe CITY the Contract shall notbe considered terminated.In lieu of terminating the Contract,iftheCONSULTANThas failed toactonan Application for Payment ortheOWNER has failed to make any payment as afore said,the CONTRACTOR may upon ten (10)calendar days*notice tothe CITY and the CONSULTANT stoptheWork until it has been paidall amounts then due. Page25 of 30 ©ThomasF.Pepe2014.;...„ 4/17/14 Indemnification ofIndependentConsultant. 15.7 The CONTRACTOR and the CITY hereby acknowledges that ifthe CONSULTANT is an independent contractor ofthe OWNER,the CONSULTANT may be reluctant to rule on any disputes concerning the Contract Documents oronthe performance ofthe CONTRACTOR orthe OWNER pursuant tothe terms of the Contract Documents.Therefore,the OWNER,atthe CONSULTANTS request,agrees to provide the CONSULTANT with a written indemnification and hold harmless agreement to indemnify and hold the CONSULTANT harmless as to any decision in this regard before the CONSULTANT makes an interpretation, de-certifies a payment application,decertifies Substantial Completion,decertifies Final Completion,certifies an eventof default,or approves any action which requires the approval oftheCONSULTANT. ARTICLE 16-MISCELLANEOUS 16.1 Whenever any provision ofthe Contract Documents requires the giving of written notice it shall be deemed to havebeen validly given if delivered inpersontothe individual ortoamemberofthe firm or to anofficerofthe corporation for whomitis intended,orif delivered atorsentby registered or certified mail,postage prepaid, to the last known business address. 16.2 The Contract Documents shall remain the property ofthe OWNER.The CONTRACTOR and the CONSULTANT shall have the right to keep one record setofthe Contract Documents upon completion of the Project. 16.3 The duties and obligations imposed by these General Conditions,Special Conditions and Supplementary Conditions,if any,and the rights and remedies available hereunder,and,in particular butwithout limitation,the warranties,guarantees and obligations imposedupon CONTRACTOR bytheContractDocumentsandthe rightsandremedies available to the OWNER and CONSULTANT thereunder,shall beinadditionto,and shall notbe construed in any wayasa limitation of,any rights and remedies available by law,by special guarantee or by other provisions of the Contract Documents. 16.4 Should theOWNERorthe CONTRACTOR suffer injury or damage toits person or property because of any error,omission,oractofthe other orofanyoftheiremployeesoragentsorothersforwhoseactstheyare legally liable,daim shall bemadein writing totheother party within twentyone (21)calendar days ofthe first observance of suchinjury or damage. ARTICLE 17 -WAIVER OFJURYTRIAL 17.1 OWNER and CONTRACTOR knowingly,irrevocably voluntarily and intentionally waive any right either may havetoa trial by jury inStateor Federal Court proceedings inrespecttoany action,proceeding,lawsuit or counterclaim arising outoftheContractDocumentsorthe performance ofthe Work thereunder. ARTICLE 18 -ATTORNEYS FEES JURISDICTION /VENUE/GOVERNING LAW 18.1 TheContract shall beconstruedin accordance withand governed bythelawoftheStateof Florida. 18.2 The parties submittothe jurisdiction ofanycourtofcompetent jurisdiction in Florida regarding any claim or action arising out ofor relating to theContractorContractDocuments.Venue of anyactiontoenforcethe Contract shall bein Miami-Dade County,Florida. 18.3 IfeithertheCITYorCONTRACTORseeksto enforce thetermsoftheContractbycourt proceedings,the prevailing party shall beentidedtorecover all suchcostsandexpenses,induding,but not limitedto,court costs,and reasonable attorney'sfees. 18.4 Exceptasmaybeotherwise provided intheContract Documents,all claims,counterdaims,disputesandother mattersinquestion between the OWNER andthe CONTRACTOR arising out ofor relating to thisContract or the breach thereof,shall bedecidedina court of competent jurisdictionwithin the State of Florida. ARTICLE 19 -PROJECTRECORDS 19.1 TheCITY shall haveright to inspectandcopy during regular businesshoursat OWNER'S expense,thebooks and records and accounts of CONTRACTOR whichrelateinanyway to the Project,and to anyclaimfor additional compensationmadeby CONTRACTOR,and to conductanaudit of the financial and accounting records of CONTRACTOR whichrelate to the Project.CONTRACTOR shall retainandmake available to CITY all such books andrecordsandaccounts,financial or otherwise,whichrelate to the Projectand to any daimforaperiod of three (3)years following final completion of the Project.During the Projectand the three (3)yearperiodfollowing final completion of the Project,CONTRACTOR shall provideCITYaccess to its books and records uponfive(5)business day's written notice. 19.2 CONTRACTOR and all ofitssubcontractorsarerequired to complywith the publicrecordslaw(s.l 19.0701) whileproviding services onbehalfof the OWNER and the CONTRACTOR,under such conditions,shall incorporatethis paragraph in all of itssubcontractsforthis Project CONTRACTOR anditssubcontractors are specifically requiredto:(a)Keepand maintain public recordsthatordinarilyandnecessarilywouldbe Page26 of 30 ©Thomas F.Pepe2014. 4/17/14 requiredby the publicagencyin order to perform theservice;(b)Provide the publicwithaccess to public records on the same terms and conditions that the publicagency would provide the records andata cost that does not exceed the cost providedinthischapter or as otherwise providedby law,(c)Ensurethatpublic records that are exempt or confidentialand exempt frompublic records disclosure requirements are not disclosed except as authorized bylaw;and(d)Meet all requirements forretainingpublic records andtransfer, atno cost,to the publicagencyallpublic records in possession of the contractor upon termination of the contract and destroy anyduplicatepublic records that are exempt or confidentialand exempt frompublic recordsdisclosurerequirements.Allrecords stored electronically must beprovidedtothe public agencyina format that is compatible with the information technology systems of the publicagency. 19.3 If CONTRACCTOR or its subcontractor does not comply with apublic records request,the CITY shallhave the right to enforce this contract provisionbyspecific performance and the person who violates thisprovision shallbeliable to OWNER forits costs of enforcing thisprovision,including attorney fees incurred inall proceedings,whether administrative or civil court andinallappellate proceedings. ARTICLE 20 -SEVERABILITY 20.1 Ifanyprovisionof the Contract orthe application thereof toanyperson or situation shall toany extent,be held invalid or unenforceable,the remainderof the Contract,and the application of suchprovisions to persons or situations other than those as to which it shall have been held invalid or unenforceable shall not be affected thereby,andshallcontinuein full forceand effect,andbe enforced to the fullest extent permitted bylaw. ARTICLE 21 -INDEPENDENT CONTRACTOR 21.1 The CONTRACTOR isanindependent CONTRACTOR underthe Contract.Services providedbythe CONTRACTOR shall beby employees of the CONTRACTOR andsubject to supervisionby the CONTRACTOR,and not asofficers,employees,or agents of the OWNER.Personnel policies,tax responsibilities,socialsecurityandhealthinsurance,employee benefits,purchasing policies and other similar administrative procedures,applicable to services rendered under the Contract shallbe those of the CONTRACTOR ARTICLE 22 -ASSIGNMENT 22.1 The CONTRACTOR shall nottransferor assign the performance,duties,obligations and responsibilities required bytheContractwithoutpriorwrittenconsentoftheCity.CONTRACTOR shall not assign or transferits rights underthisAgreementwithouttheexpresswrittenconsentoftheCity.TheCity will not unreasonably withhold and/or delay itsconsenttothe assignment ofthe CONTRACTOR'S rights.TheCity may,initssole discretion,allowthe CONTRACTOR to assign its duties,obligations and responsibilities providedthe assignee meets all oftheCity'srequirementstotheCity'ssole satisfaction,executes all ofthe ContractDocumentsthatwere required tobeexecutedbytheCONTRACTORand provided the CONTRACTOR remains joindy and severally liable forany breach oftheAgreementbythe assignee. IN WITNESS WHEREOF,the parties hereto have executedthe General Conditions to acknowledge their inclusion as part ofthe Contract Documents on this ITf day of ffgrd-ftrtAx*",20j WITNESSES)^O AUTHENTICATION: Signatun Read and Legality,affi Signature: ©Thoi 4/17/14 CONTRACTOR:, Signature: Name:yftaA\»r»U ^»Cx>rcM>C Title:T^wiX^ OWNER:CITY OF SOUTH Ml Signal Steven Alexander. CityManager Page 27 of 30 Supplementary Conditions Installation of Wi-Fi Antennas A.Consultant:In accordance with ARTICLE I ofthe General Conditions CONSULTANTis defined asthe person identified as the CONSULTANT in the Supplementary Conditions or if none,then CITY's designated representative as identified in the Supplementary Conditions.The CONSULTANT'S,if any,and the City's Designated Representative's name,address,telephonenumber and facsimile numberareas follows: Consultant:City's Designated Representative Ricardo A.Ayala,P.E. Capital Improvement Project Manager 4795 SW 75 Ave 400 Miami,Fl.33155 Phone 305-403-2072 Fax 305-668-7208 B.SupplementalDefinition:Work thatdoes not conform to the Contract Documents includes work thatis unsatisfactory,faulty,or deficient orthat does notmeetthe requirements of any applicable inspection,reference standard,test,or approval referred tointhe Contract Documents,or has been damaged prior to CONSULTANTS recommendation of final payment (unless responsibility for the protection thereof has been assumed in writing by CITY). C.Termination or Substitution:Nothing herein shall prevent the CITY from terminating the services ofthe CONSULTANTorfrom substituting another"person"astoactastheCONSULTANT. D.Disputes:If anydispute concerning aquestionof feet arises underthe Contract,otherthan termination for default or convenience,the CONTRACTOR and thedty department responsible forthe administration ofthe Contract shall make a good faith effortto resolve the dispute.If the dispute cannot be resolved by agreement,thenthe department withthe advice oftheCityAttorney and the CONSULTANT shall rule onthe disputed issue and send a writtencopyofits decision totheCONTRACTOR,which shall be binding onboth parties. E.Non-conformance to Contract:TheCityof South Miami may withhold acceptance of,orrejectitems which are found upon examination,nottomeetthe specification requirements or conform tothe plans and drawings.Upon written notification of rejection,items shall be removed or uninstalled within five (5)business days bythe CONTRACTORathisownexpense and redelivered and/or reinstalled athis expense.Rejected goodsleft longer than thirty (30)calendar days shall be regarded as abandoned andtheCITY shall havetherightto dispose ofthemasitsown property and theCONTRACTORthereby waives any claim tothegoodorto compensation ofany kind for said goods. Rejection for non-conformance or failure tomeet delivery schedules mayresultintheCONTRACTOR being found in default F.Default Provision:In caseof default bythe CONTRACTOR,theCityofSouth Miami may procure the articles or services fromother sources andholdtheCONTRACTOR responsible foranyexcesscosts occasioned or incurred thereby G.Secondary/Other Contractors:TheCITYreservestherightintheeventthe CONTRACTOR cannot provide anitem(s)or service(s)inatimelymanneras requested,to obtain the good and/or servicesfrom other sources and deducting the costfromtheContract Price without violating theintentofthe Contract. H.Assignment:The CONTRACTOR shall nottransferor assign anyofits rights or duties,obligations and responsibilities arising undertheterms,conditionsand provisions ofthisContractwithoutpriorwrittenconsentofthe City Manager..TheCITY will not unreasonably withholdand/ordelayitsconsenttothe assignment ofthe CONTRACTOR'S rights.TheCITYmay,initssoleandabsolutediscretion,refuse to allowthe CONTRACTOR to assign its duties,obligations and responsibilities.In anyevent,theCITY shall notconsenttosuchassignmentunless CONTRACTOR remainsjointlyand severally liable forany breach ofthe Agreement bythe assignee,the assignee meets all of the CITY's requirements to the CITY's solesatisfactionand executes all of the Contract Documents that were required to be executed by the CONTRACTOR. Page 28 of 30 ©Thomas F.Pepe2014. 4/17/14 I.Plans for Construction:The successful CONTRACTOR r will be furnished four sets of Contract Documents without charge.Any additional copies requiredwillbefurnished to the CONTRACTOR ata cost to the CONTRACTOR equal to the reproduction cost. J.Warranty/Guarantee:CONTRACTOR shallactasagent,onalimitedbasisfor the OWNER,solelyfor the follow-up concerning warranty compliance forall items under manufacturer's Warranty/Guarantee andfor the purpose of completingallformsfor Warranty/Guarantee coverageunderthis Contract. IN WITNESS WHEREOF,the parties hereto have executed the Supplementary Conditions to acknowledge their indusion as part ofthe Contract on this /o day of SgprgjD.bcV'""20 iy% WITNESSES:p ^T) AUTHENTICATION: Signature: 1aria Menendez City Clerk Read and Approved as^o JForm,Language/ Legality,andExe^utlon Tnereof: ©ThomasF.Pepe2014. 4/17/14 CONTRACTOR:^Tjli Signature: {%.tl\CSL &Ep Name:\JC nfAin^T \V (rWct^ Tide:Orry^uT OWNER: Signature: Page 29 of 30 CITY OF SOUTH Ml SteveffAJex^fider CityWanager