The URL can be used to link to this page

Res No 135-15-14474RESOLUTION NO.:135-15-14474 A Resolution authorizing the City Manager tonegotiateandenterintoa contract with Maggolc,Inc.for the construction ofthe Swale Repair on SW 54th Street. WHEREAS,the Mayor and City Commission wish to provide drainageimprovementsto the swale on SW 54th Street,and WHEREAS,pursuant toa competitive selection process,it was determined that Maggolc,Inc.submitted a proposal in the amount of $5,386.00 that was the most comprehensive and cost effective in its construction approach;and WHEREAS,the City desires to provide a contingency of $800 over the proposal amount forunknown factors that mayariseduring the work;and WHEREAS,the total expenditure,including the contingency amount,is not to exceed $6,186;and WHEREAS,the Mayor and City Commission desire to authorize the City Manager to negotiate and enter into a contract with Maggolc,Inc.for the construction of the Swale Repair onSW 54th Street fora total amount notto exceed $6,186 NOW,THEREFORE,BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITYOFSOUTH MIAMI,FLORIDATHAT: Section 1:The City Manager is authorized to negotiate the price,terms and conditions and to execute a contract with Maggolc,Inc.for Swale Repair on SW 54th Street for an amount notto exceed $5,386.00 and he is authorized to expend up to $800 for unforeseen conditions. A copy ofthe approved form of contract is attached and the City Manager may negotiate a lower price and more advantageous terms and conditions if approved by the City Attorney. Section 2:The expenditure shall be charged $6,186 to Local Option Gas Trust Fund accountnumber 112-1730-541-6210,which hasabalanceof$253,415beforethisrequestwas made. Section 3:If any section clause,sentence,or phrase ofthis resolution is for any reason held invalid or unconstitutional by acourtof competent jurisdiction,the holding shall not affect the validity of the remainingportionsofthisresolution. Res.No.135-15-14474 Section 4.This resolution shall take effect immediately upon adoption. PASSED ANDADOPTED this 1st day of September 2015. CITY CLERK READ AND APPRO! LANGUAGE^ THE TO FORM D EXECUTION APPROVED: pupjtfihMA MAYOR COMMISSIONVOTE:4_0 Mayor Stoddard Yea Vice Mayor Harris absent 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: The Honorable Mayor &Members of the City Commission Steven Alexander,Gty Manager September 1,2015 Agenda Item No.:JX Subject:A Resolution authorizing the City Manager to negotiate and enter into a contract thwithMaggolc,Inc.for the construction of the Swale Repair on SW 54 Street Background:The swale located atthe South sideof SW 54th Street,East of SW 64th Place is experiencing continuous ponding due to improper drainage in the swale area.To address the ponding,a swale trench is being proposed,along with re-grading of the swale.The dimension of the swale to be re-graded has a width of 5 feet and a length of 85 feet. TheCity received four proposals in response to a solicitation.Pursuant to review, it was determined that Maggolc,Inc.is the most responsive and responsible bidder for this proposal.Beloware the proposals received: Contractor Bid Price Maggolc $5,386.00 Perrln International $6,390.00 RPUtility&Excavation $6,440.00 The Combined Group $7,795.00 Acontingency amount of$800 will beincludedover the proposal amount to address forunknownfactors that mayariseduring the work. Amount:Amount not to exceed $6,186 Account:The expenditure shallbecharged$6,186to Local OptionGasTrustFundaccount number 112-1730-541-6210,whichhasabalanceof$253,415beforethis request was made. Attachments:Resolution Proposals Received Contract Trench Detail Location Map r'"'• ENGINEERING CONTRACTOR -LIC:E-251302 11020 SW 55 ST.,MIAMI,FL 33105 PHONE:700-291-2940 FAX:700-472-8831 maaciolc@vahooxom PROPOSAL Proposal Submitted to: Ricardo A.Ayala,P.E. City of South Miami Capital Improvement Project Manager Project Name:Swale Repair SW 64CT and SW 54 Street The following proposal isfortheSiteWorkrequired after Field Inspection,dated:05/11/15. General Site Work 1.MOBILIZATION,CLEARING AND GRUBBING . 1.1 -Mobilization. 1.2-Clearing and Grubbing 1.3-MOT 2.DRAINAGE 2.1-Trench excavation and disposal 2.2-F &I filter fabric,Ballast Rock and topsoil 3.ROADWAY RESTORATION 3.1-Regrade swale 3.2-Sodding and watering for 15 days PROJECT TOTAL:$5,386.00 Notes: Pricing based onno demucking and no geotechnical work MAGGOLC INC.is not liablenor responsible forany hazardous,toxic,or contaminated waste existing on site* All Costs Permit,is Budgeted.Any Cost payby MAGGOLC INC.will be reimburse. Performance Bond not included. We propose hereby tofurnish material and labor -complete in accordance with above specification^for thesum of:$5,386.00 Sincerely, Mario Gon Maggolc In PERRIN INTERNATIONAL SERVICES,INC. CGC1521088 CA31U 12491 SW 134TH CT,#20 Miami,Florida 33186 Ph:786-251-9291 Fax:305-378-8995 Email:gperry(S)perrintl.com CONSTRUCTION CONTRACT PROPOSAL ll-Aug-2015 FOR CLIENT: Cityof South Miami 6130 Sunset Drive,South Miami,Fl ATTN:R.Ayala,PE PROJECT NAME/LOCATION: SW 64th Court Swale Repair (85LF) 0111.11 DESCRIPTION QTY.UNIT PRICE EXTENDED PRICE Swale Re-grading SW 64th Court/SW 54th Street Soilclearing /Swale Excavation(1'+/-) Furnish andinstall 3/4 inchgravel w/filterfabric (1.25'deep) (widthvaries-5'max.)(85'long)perSouthMiamiDetailD-3 Furnishand install 50/50 Sand-Soilmix and Sod Maintenance of Traffic **Permit Fees Are Not included in Price** **Utility Relocations AreNot Included inPrice** Payment Schedule:15Daysfrom Receipt ofInvoice LS LS LS LS $600.00 $4,590.00 $900.00 $300.00 The proposal does notinclude(unless otherwise stated):SUBTOTAL 1)Removalor replacement of unsuitable or contaminated materials.2)Tree/Landscaping trimming and/or restoration.3)Permit orHandlingFees.4)Testing,NightWork,SpecialPay.5)Any unknown or unforseen conditions Any additional workwillbe performed/invoiced asachange order tothe contract. Prices are validfor10days.Proposal must be signed and faxed or emailed priorto commencement. Perrin International and/or its representatives and subcontractors shallnotbe responsible for damages to property caused by equipment entering job site upon instruction of the owner or representative of same unless otherwise agreed.All material is guaranteed tobeas specified.Allworkshallbe completed ina workmanlike manner according to standard practices.Any alterations or deviations from the above specifications involving extra costs will be executed only upon written orders and willbe invoiced asa change order. Perrin International shallnotbeliable for any losses,claims,damages,costs,lawsuits,judgements, settlements,and/or expenses arisingfromany demands orlitigationnotresultingfromourwork performed. All agreements are contingent upon accidents,strikes,acts ofGod,or delays beyond our control. X.Date Print Name:TOTAL $600.00 $4,590.00 $900.00 $300.00 $6,390.00 $6,390.00 UTILITY &KXCAVATION COUP, UNDERGROUND ENGINEERING PROPOSAL 7875 NW 29th Street Miami,FL 33122 786.577,6666 Office 786.391.0217 Fax E-mail:javier@rpucorp.com To:Cityof South Miami 4795 SW 75 Avenue Miami,FL 33155 Attn:Ricardo Ayala,P.E. Project:Regrading of swale Regrading of swale near the intersection of SW 54th Street & SW64th Place as per theCityof South Miami "Swale Trench Detail" LS 1.Labor and equipment for the scope referenced above 2.Sand/soil mix,3/4-inch gravel,filterfabric,bahia sod,&removal of exisiting material 3.General Liability,Auto,and W/C insurance 4.One (1)year warranty forall work and materials furnished 1.Permits 2.Bonding 3.Anything not specifically stated in the inclusions. Thank you for giving us the opportunity tobidfor your business. Sincerely, Javier Garzon August 19,2015 Unit Price 6,440.00 6,440.00 QUOTE Owner of property Property Where work to be conducted at Details 1 Remove haul and trash approx 540SFof sod and sub base 2 Furnish and install approx 630sf of filter fabric 3Funrishand install approx 20yds of 3/4 gravel 4 Furnish and install apprx 10 yds of 50/50 sand soilmix 5 furnish and install approx 700 sfof sod 6 Furnish and provide temp protection to adjacent areas Notes Work not listed above should be quoted and approved seperatly. Approval Name Date Sign Please emailorfax approval back (original must begivenonvisit) THE COMBINED GROUP 7344 SW 48 ST,Suite 101 MIAMI,FL 33155 0:786.272.2828 F:786.429.0979 WWW.THECOMBINEDGROUP.COM COMBINED Total:$7,795.00 CGC1516482 GENERAL CONTRACTING CONSTRUCTION MANAGEMENT CONSTRUCTION CONTRACT Swale Repair on SW 54th Street THIS CONTRACT was made and entered into on this andbetween Maggolc,Inc (hereafterreferredtoas "Contractor"),andtheCityofSouth Miami (hereafter referredtoas "Owner"),throughitsCityManager (hereafter referred toas"City"). WITNESETH: That,the Contractor,fortheconsiderationhereinafter fully setout,herebyagreeswiththe Owner asfollows: 1.The Contractor shallfurnishalllabor,materials,equipment,machinery,tools,apparatus,transportation andany other items necessarytoperform ail of the work shown onand described in the Contract Documentsandshalldoeverythingrequiredbythis Contract andthe other Contract Documents hereinafter referred to as the Work. 2.TheContractDocuments shall include thisContract,General Conditions totheContract,if any,the drawings,plans,specifications andproject manual,if any,anysupplementaryor special conditions,other documentsreferringtothis contract and signed bytheparties,the solicitation documents("hereinafter referred toas "Bid Documents")and any documents to which those documents refer which are used by theOwneras well asanyattachmentsor exhibits thataremadeapartof any ofthedocumentsdescribed herein. 3.TheContractor shall commence theWorktobe performed underthisContractonadatetobe specified inaNoticetoProceedand shall complete all Work hereunderwithinthe length oftimesetforthinthe Contract Documents, 4.TheOwnerherebyagreesto pay tothe Contractor forthe faithful performance ofthis Contract,subject to additions and deductions as provided intheContract Documents and any properly approved,written changeorders,in lawful moneyoftheUnitedStates,theamountof:&««Don*-Amount here)five-thousand three-hundred eighty-six Dollars ($5,386 .00),Lump Sum ("Contract Price"). 5.The expenses of performing Workafter regular working hours,andon Sunday and legal holidays shall be included in theContract Price.The City may demand,at any point in time,that any part,or all,ofthe Workbe performed after regular working hours.In such eventthe Respondent shall have no right to additional compensation for such work.However,nothing contained herein shall authorize work on days and during hours thatare otherwise prohibited by ordinance unless specifically authorized or instructed in writingbytheCity. 6.If the Work is expected to require more than one month,the Owner shall make monthly partial payments tothe Contractor onthe basis ofa duly certified and approved schedule of values forthe Work performed during each calendar month by the Contractor,less the retainage (all as provided for in the Contract Documents),which istobe withheld by the Owner until completion and acceptance ofthe complete project in accordance withthis Contract andthe other Contract Documents anduntilsuch Work has beenacceptedbytheCity. 7.Upon submission by the Contractor of evidence satisfactory totheOwnerthat all labor,material,and other costs incurred by the Contractor in connection with the construction of the Work have been paid in full,and after compliance with the terms for payment provided for in the Contract Documents,final payment on account of this Contract shall be made within sixty (60)calendar days after the completion by the Contractor of all Work covered by this Contract and the acceptance of such Work by the Owner. 8.The Work shall be completedin 1Q days.In the event that the Contractor shall fail to complete theWork within the time limit stipulated in the Contract Documents,orthe extended time limit agreed upon,in accordance with the procedure as more particularly set forth in the Contract Documents, liquidated damages shall be paid by the Contractor at the rate of $N/A dollars per day,plus any monies paid by the Owner to the Consultant,if any,for additional engineering and inspection services,if any, associatedwithsuchdelay. 9.It js further mutually agreed between the parties hereto that if a Payment and/or Performance Bond ("Bond")is required and if,at any time after the execution of this Contract and the Bond for its faithful performance and payment,the City shall deem the Surety or Sureties upon such bond(s)to be unsatisfactory,or if,for any reason such bond ceases to be adequate to cover the performance of the Work or payment to subcontractors and suppliers,the Contractor shall,at its expense within five (5) business days after the receipt of notice from the City soto do,furnish an additional bond or bonds in such form and amount and with such Surety or Sureties as shall be satisfactory to the City.In such event, no further payment tothe Contractor shall be deemed tobe due under this Contract until such new or //^day of jbfef-•20 If.by additional security for die faithful performance of the Work Is furnished In the manner and In the form satisfactory tothe City. 10.No additional Work or extras shall be done unless the same Is duV authorized in writing,and In advance of the work,by appropriate action bythe Ckyand In accordaiwwth the Comract Documents. II.The date that this contract was "made and entered into"and its effectta date b the date that the contract Is 2!!!lby **°*ar'**•eomrM*te «q«lrod to be approved by rasrfutkm of the City Commission,then the Effective Date isthedate of the resolution approving the CoitbTOvmkliever isthe later date. IN WITNESS WHEREOF,the parties hereto have executed this Contract on me day and date set forth next to their name below and may be signed mone or more ccHinterparts,eadiofv/hkhshaH,vWthowproofor accounting for theother counterpart bedeemed an original Contract ~ Reed end Legality OTfcftiasF.Ftp*2014. 4/17/14 Maria Menendex CityClerk CONTRACT' Print Signatory's Namec Tele of Signatory: OWNER:CITY OF dtgpiattJre: H MIAMI Qc/Manager Pt«e2of28 CONSTRUCTION CONTRACT GENERAL CONDITIONS Swale Repair on SW 54th Street ARTICLE 1 -DEFINITIONS Whenever usedin these GeneralConditions or inthe other Contract Documents,the following terms shallhave themeaningindicated.Thesedefinitions shall always apply whenthesectionofthe Contract specifically refers to thisArticleforthepurposeofinterpretingawordorgroupofwordsinthatsectionoftheContractDocument. However,whenthesectionof the Contract,where thewordtobedefinedisused,doesnot specifically refers to thisArticletodefinetheword or groupofwords,the definitions containedinthisArticle shall notapplyunless the word orgroupofwords,in the context ofit or theiruseinthe Contract Document inquestion,is/are ambiguous andopenfor interpretation.In addition,thesedefinitions shall alsonotapplyto interpret terms ina specific provisionofa Contract Documentifthat specific provisioncontainsadefinitionof these terms: Addenda:Written orgraphicdocumentsissuedpriortothe 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 is to beused bytheCONTRACTORinrequestingprogress payments. Bid:Theoffer or proposalof the Biddersubmittedontheprescribedformsettingforth the pricesand other terms for the Work tobe performed. Bidder:Anyperson,firmor corporation submittingaresponsetotheOwner'ssolicitationforproposals or bids for Work. Bid Documents:Thesolicitationforbids or proposalsandall documents thatmakeupthesolicitationincluding the instructions,form of documents and affidavits. Bonds:Bid bond,performanceandpaymentbondsand other instrumentsofsecurity,furnishedby the CONTRACTORandits surety inaccordancewiththe Contract Documentsandinaccordancewith the lawsof the State of Florida. Change Order Awritten order totheCONTRACTORsignedbytheCityManagerauthorizinganaddition, deletion or revisioninthe Work,or an adjustment inthe Contract Price or the Contract Timeissuedafter execution of the Contract. Work Order Proposals:Written proposalsfromtheCONTRACTORinresponse to orders or request forwork basedontheScopeofthe Work providedbytheCitytotheCONTRACTOR.Theproposalincludeslineitem pricing,where there aremultiplelocations,and the timeframeforcompleting the work. CITY:TheCity Manager fortheCityofSouth Miami,6130 Sunset Drive,South Miami,FL 33143,unlessthe context whereinthewordisusedshould more appropriatelymeantheCityofSouth Miami. Construction Observer:An authorized representative oftheCONSULTANT,ifany,or otherwise a representative oftheCityassignedtoobserve the Work performed andmaterialsfurnishedbythe CONTRACTOR.The CONTRACTOR shallbe notified inwritingoftheidentityofthisrepresentative. 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 asall Bid Documents including butnot limited tothesolicitationfor Bid,CONTRACTOR'S Bid,the Bonds, Insurance endorsements,InsuranceCertificatesand policies,the Notice ofAward,the Notice to Proceed,the GeneralConditions,Special Conditions,ifany,anySupplementaryConditions,the Technical Specifications, Drawings,including any incorporated specifications,addendato the drawingsissuedpriortoexecutionofthe Contract,Change Orders,Construction ChangeDirectivesandanywritten order foraminorchangeinthe Work,and written modificationstoanyofthe Contract Documents. Contract Price:Thetotalmoneys payable to the CONTRACTORpursuanttothetermsofthe Contract Documents. Contract Time:The number ofcalendardaysstatedinthe Contract forthecompletionofthe Work. Contracting Officer:The individual whois authorized tosign the contract documents onbehalfof the OWNER. CONTRACTOR:The person,firm or corporation withwhom the OWNER has executed the Contract CONSULTANT:Theperson identified asthe CONSULTANT inthe Supplementary Conditionsor,ifnone,then CITY'S designated representative as identified intheSupplementaryConditions. Day:Aperiodoftwenty-fourhoursmeasuredfromthe beginning ofthedayat 12:01 a.m.anditshallbepresumed tobeacalendardayunless specifically designatedasabusiness day. Days:Thenumberoftwenty-four(24)hourperiods following theeventtowhichtheword "days"refers commencing at 12:01 a.m.at the start of the next day.Therefore,incomputinganyperiodoftimeprescribedor Page3of28 ©Thomas F.Pepe 2014. 4/17/14 allowed by the Contract Documents,the day of the act,event or default from which the designated period of time begins to run shall not be included.The last day of the period so computed shall be included unless it is a Saturday,Sunday or legal holiday,in which event the period shall run until the end of the next business day that is nota Saturday,Sunday or legal holiday. Defective Work:Work that is unsatisfactory,faulty,or deficient in that it does not conform to the Contract Documents,or does not meet the requirements of any applicable inspection,reference standard,test,or approval referred to in the Contract Documents,or has been damaged prior to the CONSULTANT'S recommendation of final payment (unless responsibility for the protection thereof has been delegated to the Owner);substitutions that are not properly approved and authorized,any deficiency in the Work,materials and equipment;materials and equipment furnished under the Contract that are not good quality and new unless otherwise required or permittedbythe Contract Documents. Pjawjngsj The drawings which show the character and Scope of the Work to be performed and which have been prepared or approved by the CONSULTANT,or if none,then by an architect or engineer hired by the City and arereferredtointheContractDocuments. Field Order:Awritten order issued by the CONSULTANT which clarifies or interprets the Contract Documents in accordance with Paragraph 9.3 or orders minor changes in the Work in accordance with paragraph 10 2 ModjfjQtisn:(a)Awritten amendment of the Contract Documents signed by both parties,(b)aChange Order stgned by both parties,(c)awritten clarification or interpretation if issued by the CONSULTANT in accordance iSLE^lS'rr °r (d)aWritten °rder for minor cnan«e or alteration in the Work issued by theCONSULTANTpursuanttoParagraph10.2.Amodification may only be issued after execution of the Contract it must be in writing and signed by the party against whom the modification is sought to be enforced Non-.conform.ngWork *"*"*work thatdoes not confo™to the Contract Documents and includes work that is ^TT^'?'^fident °r *"doeS not meet tne requirements of any applicable inspection,referencestandard,test,or that does not meet any approval required by,or referred to in,the Contract Documents,or work that has been damaged prior to CONSULTANTS recommendation of final payment (unless responsibility fortheprotectionthereofhasbeenassumedinwritingbyCITY) ih^nlfo"*"1'T?WriT T^lC,TY t0 the apparent successful Bidder stati"8that "P°"compliance withtohim^t0 X*Withi"^timeSpeCif,ed,C'TY Wi"eX6CUt*and d*,iver^Contract Notice to Proceed-Awritten notice given by CITY to CONTRACTOR (with copy to CONSULTANT)fixine thedateonwhichtheContractTimeshallcommencetorunandonwhichCONTRACTORshallstarttoperformits obligations undertheContract Documents. Person:An individual or legal entity. £rsjec£i The entire construction operation being performed as delineated in the Contract Documents Eoky,The term policy as used in the Contract Documents shall mean the insurance binder,if it is issued,thedeclaraaonpageofthepolicyandthebodyofthepolicy,including all endorsements. RFP:Request for Proposal. mCran!n!?cTi<;gS"7?Si"?re,ferS 1°the SC°pe °f the services or work to be Performed and it has the samemean.ng as Scope of the Work unless the context in which the phase is used clearly means otherwise. fSS^np ?r diagfamS'il,ustrations-^ochures,schedules and other data which are prepared bytheCONTRACTOR,aSubcontractor,manufacturer,supplier,or distributor,and which illustrate the equipment, material or some portion ofthe work and as required by the Contract Documents SfvvSkwill be judaedP'eS "^^SWUe ^^^Gquipment or wo*<™nshiP and establish standards by which Specifications:Those portions of the Contract Documents consisting of written technical descriptions ofmaterials,equipment,construction systems,standards and workmanship as applied to the Work Subcontractor:An individual,firm or corporation having adirect contract with CONTRACTOR or with any other Subcontractor for the performance of a part of the Work at the construction site. SMbstanpal Completion;The date,as certified by the CONSULTANT,when the construction of the Project or a certified part thereof is sufficiently completed,in accordance with the Contract Documents,so that the Project or asubstantial part,can be utilized for the purposes for which it was intended without restriction or limitation to' any degree,other than for the repair of minor "punch list"items;or if there be no such certification,the date when final payment ,s due in accordance with paragraph 14.9.However,in no event shall the project or portion thereof be deemed to be substantially completed until acertificate of occupancy or certificate of use is lawfully r rW n?f3??„1 governmental agency.Acertificate of Substantial Completion,issued by theCONSULTANTshallbenullandvoidifitisbasedonfalse,misleading or inaccurate information,from any source or when it would not have been issue but for the consideration of Work that is thereafter found to be defective to adegree greater than that which would normally to be considered by the City to be minor "punch list"work. Page 4of 28 ©Thomas F.Pepe2014 4/17/14 Supplier:Anypersonor organization who supplies materials or equipment fortheWork,including thefabrication ofanitem,butwho does not performlaboratthesiteof the Work. Surety:The individual orentitywhoisanobligoronaBondandwhoisboundwiththeCONTRACTORforthe full and faithful performance oftheContractandforthe payment of all labor,services and materials used onthe project. Work:Any and all obligations,duties and responsibilities necessary forthe successful performance and completion of the Contract Notice:Theterm "Notice"asusedherein shall meanandincludeall written notices,demands,instructions, claims,approvalsand disapprovals requiredtoobtain compliance with Contract requirements.Writtennotice shall bedeemedtohavebeen duly servedif delivered inpersontothe individual ortoamemberofthe firm or to an officer ofthe corporation for whom itis intended,ortoan authorized representative of such individual,firm,or corporation,orifdeliveredatorsentbyregistered mail tothelastknownbusinessaddress.Unless otherwise statedin writing,any noticetoor demand upon the OWNER underthisContract shall be delivered totheCity ManagerandtheCONSULTANT. ARTICLE 2 -PRELIMINARY MATTERS Award: 2.1 The CITY reservesthe right to reject any and allBids,at its sole discretion.Bids shall beawarded by the CITY to thelowestresponsiveandresponsible Bidder.No Notice ofAwardshallbe given untilthe CITYhasconcludedits investigation,asitdeems necessary,toestablish,tothesatisfactionofthe CITY, whichBidderisthemostresponsiveandresponsibleof all theBidderstocompletethe Work withinthe timeprescribedandinaccordancewiththe Contract Documents.The CITY reservestherighttoreject the Bid ofany Bidder whoisnot believed tobe,inthesolediscretionand satisfaction ofthe City,tobe sufficiently responsible,qualified and financial ableto perform thework.In analyzing a Bid,the CITY may alsotakeinto consideration alternateandunitprices,ifrequestedbythe Bid forms.IftheContractis awarded,the CITY shall issuetheNoticeofAwardand give the successful Biddera Contract for executionwithinninety(90)dayafteropeningof Bids. Execution of Contract: 2.2AtleastfourcounterpartsoftheContract,the Performance and Payment Bond,the Certificates of Insurance,the Binder ofInsuranceif issued,the Insurance Declaration Page ifnot included inthe Policy of Insurance,the Policy ofInsurancerequiredbytheContractDocuments,thewrittennoticeofdesignated supervisor or superintendent asprovidedinSection 6.1 of the General Conditions andsuch other Documentsasrequiredbythe Contract Documents shall beexecutedanddeliveredbyCONTRACTOR tothe CITY withinten (10)calendar days ofreceiptoftheNoticeofAward.A Contract Documentthat requires the signatureofapartymaybeexecutedin counterparts separatelybyeachofthepartiesand,in suchevent,each counterpart separatelyexecuted shall,withoutproof or accountingforthe other counterpart bedeemedanoriginal Contract Document. Forfeiture of Bid Security/Performance and Payment Bond,if any arerequiredbythe applicable RFP orifrequired by the City'spurchasing department: 2.3Withinten (10)calendardaysofbeingnotifiedof the Award,CONTRACTOR shallfurnishaPerformance BondandaPaymentBondcontainingalltheprovisionsofthePerformanceBondandPaymentBond attached. 2.3.1 Each Bond shall beintheamountofonehundredpercent (100%)ofthe Contract Price guaranteeingtoOWNERthecompletionandperformanceof the Work coveredinsuch Contract aswellas full paymentofall suppliers,material man,laborers,or Subcontractor employed pursuanttothisProject.Each Bond shall bewithaSuretycompanywhose qualifications meetthe requirements ofSections2.3.4,2.3.5,and2.3.6. 2.3.2 Each Bond shall continueineffectfor five yearafter final completionandacceptanceofthe Work withthe liability equal toone hundred percent (100%)oftheContract Sum. 2.3.3Pursuanttothe requirements ofSection255.05(1),FloridaStatutes,CONTRACTOR shall ensure thatthe Bond(s)referencedabove shall berecordedinthe public recordsof Miami-Dade County andprovide CITY withevidenceofsuch recording. 2.3.4 Each Bond must beexecutedbyasurety company authorized todo business intheStateof Florida asasurety,having aresidentagentintheStateof Florida and having beeninbusinesswitha record of successful continuousoperationforaleast five (5)years. Page5of28 ©Thomas F.Pepe2014. 4/17/14 2.3.5Thesuretycompany shall holdacurrent certificate ofauthorityas acceptable suretyonfederal bondsinaccordancewiththeUnitedStatesDepartmentofTreasuryCircular570,current revisions. 2.3.6 TheCITY shall onlybe required to accept a surety bondfroma company witha rating A.VII or better. 2.3.7 Failure ofthe successful Bidderto execute anddelivertheContract,anddelivertherequired bonds and Insurance documents shall be cause for the CITY to annul the Notice of Award and declarethe Bid andanysecuritytherefore forfeited. Contractor's Pre-Start Representation: 2.4 CONTRACTOR represents thatit has familiarized itself with,and assumes full responsibility for having familiarized itselfwiththe nature and extentofthe Contract Documents,Work,locality,and with all local conditions and federal,state and local laws,ordinance,rules and regulations thatmayin any manner affect performance oftheWork,and represents thatit has correlated itsstudy and observations withthe requirements ofthe Contract Documents.CONTRACTOR also represents thatit has studied all surveys and investigations,reportsof subsurface and latent physical conditions referred tointhe specifications and made such additional surveys and investigations as it deems necessary for the performance ofthe Work reflected in the Contract Documents and that hehas correlated the results of all suchdata with the requirements ofthe Contract Documents. Commencement of Contract Time: 2.5 The Contract Time shall commence to runon the date stated in the Notice to Proceed. Starting the Project: 2.6CONTRACTOR shall startto perform its obligations undertheContractDocumentsonthedatethe Contract Time commences to run.NoWork shall be done atthesite (as defined in Article I),prior to thedateon which the Contract Time commences to run,exceptwiththewrittenconsentofthe CITY. BeforeStartingConstruction: 27 Before undertaking each part oftheWork,CONTRACTOR shall carefully study and compare the Contract Documents and check and verify pertinent figures shown thereon and all applicable field measurements and conditions.It shall atoncereport in writing to CONSULTANT any conflict,error,or discrepancy which it may discover.Neither the OWNER northe CONSULTANT shall be liable for any harm,damage or loss suffered by CONTRACTOR as a result ofits failure to discover any conflict,error, or discrepancy in the Drawings or Specifications nor shall the CONTRACTOR be entitle to any compensation for any harm,damage or loss suffered bythe CONTRACTOR dueto any conflict,error, ordiscrepancyinthe Contract Documents. ScheduleofCompletion: 2.8 Within Five (5)business days after delivery ofthe Notice to Proceed by CITY to CONTRACTOR, CONTRACTOR shall submit to CONSULTANT for approval,an estimated construction schedule indicating the starting and completion dates ofthe various stages ofthe Work,and a preliminary schedule of Shop Drawing submissions.The CONSULTANT shall approve this schedule or require revisions thereto withinseven(7)calendar days ofits submittal.Ifthereismorethanone CONTRACTOR involved inthe Project,the responsibility for coordinating the Work of all CONTRACTORS shall be provided in the Special Conditions. 2.9 Within five (5)business days after delivery ofthe executed Contract by CITY to CONTRACTOR,but before starting the Work atthe site,a pre-construction conference shall be held to review the above schedules,to establish procedures for handling Shop Drawings and other submissions,and for processing Applications for Payment,and to establish a working understanding between the parties as tothe Project. Presentattheconference will bethe CITY'S representative,CONSULTANT,Resident Project Representatives,CONTRACTOR and its Superintendent. Qualifications of Subcontractors.Material men and Suppliers: 2.10 Within five (5)business days after bid opening,the apparent lowest responsive and responsible Bidder shall submit tothe CITY and the CONSULTANT for acceptance a list ofthe names of Subcontractors and such other persons and organizations (including thosewhoareto furnish principal itemsof materials or equipment)proposed forthose portions oftheWorkasto which the identity of Subcontractors and other persons and organizations mustbe submitted as specified inthe Contract Documents.Within Page6of28 ©ThomasF.Pepe2014. 4/17/14 thirty (30)calendar days after receiving the list,the CONSULTANT will notify the CONTRACTOR in writingifeitherthe CITY orthe CONSULTANT hasreasonableobjectiontoanySubcontractor,person, or organization onsuchlistThefailureofthe CITY ortheCONSULTANTtomakeobjection to any Subcontractor,person,ororganizationonthelistwithinthirty(30)calendardaysofthereceiptshall constitute anacceptanceofsuchSubcontractor,personororganization.Acceptanceofanysuch Subcontractor,personororganization shall notconstituteawaiverofanyrightofthe CITY orthe CONSULTANT toreject defective Work,material or equipment,oranyWork,material orequipment not inconformancewiththerequirementsofthe Contract Documents. 2.1 I If,priortotheNoticeofAward,the CITY orthe CONSULTANT hasreasonableobjectiontoany Subcontractor,personor organization listed,theapparentlowBidder may,priortoNoticeofAward, submitanacceptable substitute without an increase initsbidprice. 2.12 Theapparentsilenceofthe Contract Documentsastoany detail,or theapparentomissionfrom them of adetaileddescriptionconcerningany Work tobedoneandmaterials to befurnished,shall beregardedas meaning thatonlybestpracticesareto prevail andonly materials andworkmanshipofthebestqualityare tobeusedintheperformanceof the Work. ARTICLE 3-CORRELATION.INTERPRETATION AND INTENT OF CONTRACT DOCUMENTS 3.1 Itistheintentofthe Specifications andDrawingstodescribea complete Project to be constructed in accordancewith the Contract Documents.The Contract Documents comprise the entire Contract between the OWNER andthe CONTRACTOR.Theymaybealteredonlybyamodificationasdefinedin Article I. 3.2The Contract Documents arecomplementary;whatiscalledforbyoneisas binding asifcalledforbyall the documents.If CONTRACTOR findsa conflict,error ordiscrepancyinthe Contract Documents,it shall,beforeproceedingwiththe Work affectedthereby,immediately callittothe CONSULTANT'S attention inwriting.Thevarious Contract Documentsarecomplementary;incaseofconflict,error or discrepancy,themore stringent interpretation and requirement that shallprovidethemaximumbenefitto the Owner shall apply 3.3Thewords"furnish"and"furnishand install","install",and"provide"or wordswithsimilarmeaning shall be interpreted,unless otherwise specifically stated,to mean "furnish andinstall complete inplaceand ready for service". 3.4 Miscellaneous itemsand accessories whicharenot specifically mentioned,butwhichareessential to produce a complete and properly operating installation,or usable structure,providingtheindicated functions,shall befurnishedandinstalledwithoutchangeinthe Contract Price.Suchmiscellaneousitems andaccessories shall beofthesame quality standards,including material,style,finish,strength,class, weightand other applicablecharacteristics,asspecifiedforthemajor component ofwhichthe miscellaneousitemoraccessoryisanessentialpart,and shall be approved bytheCONSULTANT before installation.Theabove requirement isnotintendedtoincludemajor components not covered by or inferablefrom the Drawingsand Specifications. 3.5The Work ofall trades underthis Contract shall be coordinated by the CONTRACTOR insucha mannerasobtain the best workmanship possiblefor the entireProject,andall components ofthe Work shallbeinstalled or erected in accordance withthebestpracticesof the particulartrade. 3.6The CONTRACTOR shall beresponsiblefor making the construction ofhabitable structures underthis Contract rainproof,andfor making equipmentandutility installations properlyperform the specified function.Ifthe CONTRACTOR ispreventedfrom complying withthisprovisiondueto the Drawings or Specifications,the CONTRACTOR shall immediately notifytheCONSULTANTinwritingofsuch limitations before proceedingwith construction inthearea where theproblem exists. 3.7 Manufacturer's literature,when referenced,shallbe dated and numbered and is intended to establish the minimum requirements acceptable.Whenever reference isgiven to codes,or standardspecifications or other datapublishedbyregulatingagenciesoracceptedorganizations,including but notlimitedto National Electrical Code,applicableState Building Code,Florida Building Code,Federal Specifications, ASTM Specifications,various institute specifications,andthe like,itshallbeunderstoodthatsuch reference is to thelatesteditionincludingaddendaineffecton the dateofthe Bid. 3.8Brandnames where usedinthetechnical specifications,areintendedtodenote the standardorquality requiredfortheparticularmaterial or product.Theterm "equal"or "equivalent",whenusedin connectionwithbrand names,shall beinterpretedtomeanamaterial or productthatissimilarandequal intype,quality,size,capacity,composition,finish,colorand other applicablecharacteristicstothematerial or product specifiedby trade name,andthatissuitableforthesameusecapableofperformingthesame function,intheopinionofthe CONSULTANT,asthematerial or product so specified.Proposed equivalentitemsmustbeapprovedbyCONSULTANTbeforetheyarepurchased or incorporated inthe Page 7of28 ©Thomas F.Pepe2014. 4/17/14 Work.(Whenabrand name,catalog number,model number,or other identification,isusedwithoutthe phrase "or equal",the CONTRACTOR shall use the brand,make and model specified). 3.9 Throughout this agreement the male pronoun may be substituted for female and neuter and vice versa and the singular words substituted for plural and plural words substituted for singular wherever applicable. 3.10 All technical interpretations shall be made by the CONSULTANT asset forth in Section 9.3 below. 3.1 I The CONTRACTOR shall advised the CONSULTANT,prior to performing any work involving a conflict inthe Contract Documentsandthe CONSULTANT shall makethe final decision astowhichofthe documents shall take precedence.In the event thatthere is a conflict between or among the Contract Documents,only the latest version shall apply and the latest version ofthe Contract Documents.The CONSULTANT shall use the following list of Contract Documents asa guide.These documents areset forth below in the order of their precedence sothat all the documents listed above a given document shouldhave precedence over all the documents listedbelow it (a)Change Orders (b)Amendments/addenda to Contract (c)Supplementary Conditions,if any (d)Contract withallExhibits thereto (e)General Conditions (0Written or figured dimensions (g)Scaleddimensions (h)Drawings ofa larger scale (i)Drawingsofasmallerscale (j)Drawings and Specifications are to be considered complementary to each other ARTICLE 4 -AVAILABILITY OF LANDS SUBSURFACE CONDITIONS REFERENCE POINTS Availability of Lands: 4.1 The OWNER shall furnish,as indicated in the Contract Documents,the lands upon which the Work is to be done,rights-of-way for access thereto,and such other lands which are designed for the use ofthe CONTRACTOR.Easements for permanent structures or permanent changes in existing facilities will be obtained and paid for by the OWNER,unless otherwise specified in the Contract Documents.Other access to such lands or rights-of-way for the CONTRACTOR'S convenience shall bethe responsibility of the CONTRACTOR. The CONTRACTOR shall provide for all additional lands and access thereto that may be required for temporary construction facilities or storage of material and equipment. 4.2 The CITY will,upon request,furnish to the Bidders,copies of all available boundary surveys and subsurface tests at no cost. Subsurface Conditions: 4.3 The CONTRACTOR acknowledges that he has investigated prior to bidding and satisfied himself as to the conditions affecting the Work,including but not limited to those bearing upon transportation, disposal,handling and storage of materials,availability of labor,water,electric power,roads and uncertainties of weather,river stages,tides,water tables or similar physical conditions atthe site,the conformation and conditions of the ground,the character of equipment and facilities needed preliminary to and during prosecution ofthe Work.The CONTRACTOR further acknowledges that he has satisfied himself as tothe character,quality and quantity of surface and subsurface materials or obstacles tobe encountered insofar as this information is reasonably ascertainable from an inspection ofthe site, including all exploratory work done by the OWNER/CONSULTANT on the site or any contiguous site, as well as from information presented by the Drawings and Specifications made part of this Contract,or any other information made available toit prior to receipt of bids.Any failure by the CONTRACTOR to acquaint itself with the available information shall not relieve it from responsibility for estimating properly the difficulty or cost ofsuccessfully performing Work The OWNER assumes no responsibility for any conclusions or interpretations made by the CONTRACTOR onthe basis ofthe information made available by the OWNER/CONSULTANT. Differing SiteConditions: 4.4 The CONTRACTOR shall within forty eight (48)hours of its discovery,and before such conditions are disturbed,notify the CITY in writing,of: 4.4.1 Subsurface or latent physical conditions atthe site differing materially from those indicated in the Contract Documents,and Page8 of 28 ©Thomas F.Pepe2014. 4/17/14 4.4.2 Unknown physical conditions atthe site,ofan unusual nature,differing materially from those ordinarily encountered and generally inherentinWorkofthe character provided for in this ContractThe CITY shall promptly investigate the conditions,andifit finds that such conditions domateriallydifferto the extent astocauseanincrease or decrease in the CONTRACTOR'S cost of,orthe time required for,performance of any partoftheWork under this Contract,an equitable adjustment shall be made andtheContract modified in writing accordingly. 4.5 No claim ofthe CONTRACTOR under this clause shall be allowed unless the CONTRACTOR has given the notice required in 4.4 above;provided,however,the time prescribed therefore may be extended by the CITY,but only ifdone in writing signed by the City Manager orthe CONSULTANT. ARTICLE 5-INSURANCE Contractor shall comply with the insurance requirements setforthinthe Supplementary Conditions to the Contract. ARTICLE 6-CONTRACTOR'S RESPONSIBILITIES SupervisionandSuperintendence: 6.1 The CONTRACTOR shall supervise anddirecttheWork.It shall be solely responsible forthe means, methods,techniques,sequencesandproceduresof construction.The CONTRACTOR shall employand maintain a qualified supervisororsuperintendent (hereinafter referredtoas "Supervisor"atthe Work sitewhoshallbe designated inwritingbytheCONTRACTOR,beforetheCONTRACTORcommences theWorkand within thetimerequiredbytheContract,asthe CONTRACTOR'S representativeatthe site.TheSupervisor or sodesignated shall have full authoritytoacton behalf oftheCONTRACTORand all communications given to the Supervisor shall beas binding asif given totheCONTRACTOR.The Supervisor(s)shall bepresentateachsiteat all timesasrequiredtoperformadequate supervision and coordinationofthe Work.(Copiesofwritten communications given tothe Supervisor shall be mailed to the CONTRACTOR'S home office). 6.1.1 The CONTRACTOR shall keeponerecord copy of all Specifications,Drawings,Addenda, Modifications andShop Drawings atthesiteat all timesandingood order andannotatedtoshow all changesmadeduringthe construction process.Theseshallbe available totheCONSULTANT andany CITY Representativeat all reasonable times.Asetof "As-Built"drawings,as well asthe original Specifications,Drawings,Addenda,Modifications and Shop Drawings with annotations, shall bemade available tothe City at all timesandit shall be delivered tothe CITY upon completion of the Project. Labor.MaterialsandEquipment: 6.2The CONTRACTOR shall provide competent,suitably qualified personnel to lay outtheWorkand perform construction asrequiredbytheContract Documents.It shall at all times maintain good disciplineand order at the site. 6.3The CONTRACTOR shall furnish all materials,equipment,labor,transportation,constructionequipment and machinery,tools,appliances,fuel,power,light,heat,local telephone,waterand sanitary facilities and all other facilities and incidentals necessary forthe execution,testing,initial operationand completion of the Work. 6.4 All materials andequipment shall be new,exceptasotherwiseprovidedinthe Contract Documents. When special makes orgradesof material which are normally packaged bythesupplieror manufacturer are specified or approved,such materials shall be delivered tothesiteintheir original packages or containers with seals unbroken and labels intact 6.5 All materialsandequipmentshallbe applied,installed,connected,erected,used,cleanedandconditioned inaccordancewiththeinstructionsofthe applicable manufacturer,fabricator,orprocessors,exceptas otherwise providedinthe Contract Documents. Work.Materials.EquipmentProductsandSubstitutions: 6.6 Materials,equipment and products incorporated intheWorkmustbe approved foruse before being purchasedby the CONTRACTOR.The CONTRACTOR shall submit totheCONSULTANTalistof proposed materials,equipmentor products,togetherwithsuch samples as may be necessary forthemto determinetheir acceptability andobtaintheir approval,within ninety(90)calendardaysafterawardof Contract unless otherwise stipulated in the Special Conditions.Norequestfor payment for "or equal" equipment will be approved untilthislisthasbeen received andapprovedbythe CONSULTANT. 6.6.1 Whenever a material,article or piece of equipment is identified onthe Drawings or Specifications byreferencetobrandnameor catalog number,it shall beunderstoodthatthisisreferencedfor thepurposeof defining the performance orothersalientrequirementsandthatotherproductsof Page9of28 ©Thomas F.Pepe2014. 4/17/14 equal capacities,quality and function shall beconsidered.The CONTRACTOR may recommend thesubstitutionofa material,article,orpieceofequipmentof equal substanceandfunctionfor those referred tointhe Contract Documents by reference to brand nameor catalog number,and if,inthe opinion ofthe CONSULTANT,such material,article,or piece of equipment is of equal substance and function tothat specified,the CONSULTANT may approve its substitution anduse bythe CONTRACTOR.Incidental changes or extra component parts required to accommodate thesubstitute will bemadebytheCONTRACTORwithouta change intheContract Price orthe Contract Time. 6.6.2 No substitute shall be ordered or installed without the written approval ofthe CONSULTANT who shall bethe judge of quality. 6.6.3 Delay caused by obtaining approvals for substitute materials shall notbe considered justifiable groundsforan extension of construction time. 6.6.4 Should any Workor materials,equipment or products not conform to requirements ofthe Drawings and Specifications or become damaged during the progress oftheWork,such Work or materials shall be removed and replaced,together with any Work disarranged by such alterations, atanytimebefore completion and acceptance ofthe Project.All such Work shall bedoneatthe expense of the CONTRACTOR. 6.6.5 No materials or supplies for the Work shall be purchased by the CONTRACTOR or any Subcontractor subject to any chattel mortgage or under a conditional sale or other agreement by which an interest is retained bythe Seller.The CONTRACTOR warrants that they have good titleto all materials and supplies usedbytheminthe Work. 6.6.6 Non-conforming Work:The City of South Miami may withhold acceptance of,or reject items 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 CONTRACTOR at his own expense and redelivered and/or reinstalled at his expense.Rejected goods left longer than thirty (30)calendar days shall be regarded as abandoned and the CITY shall have the right to dispose of them as its own property and the CONTRACTOR thereby waives any claim tothe good orto compensation of any kind for said goods.Rejection for non-conformance or failure to meet delivery schedules may result in theCONTRACTOR being found in default. 6.6.7 In case of default bythe CONTRACTOR,the City of South Miami may procure the articles or services from other sources and hold the CONTRACTOR responsible for any excess costs occasioned or incurred thereby. 6.6.8 The CITY reserves the right,in the event the CONTRACTOR cannot provide an item(s)or service(s)ina timely manner as requested,to obtain the good and/or services from other sources and deducting thecost from the Contract Price without violating theintentofthe Contract. Concerning Subcontractors: 6.7The CONTRACTOR shall not employ any Subcontractor,against whomtheCITYorthe 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 thatthereisgood cause for doing so. 6.8The CONTRACTOR shall be fully responsible for all acts and omissions ofits 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 directly employed by them.Nothing in the Contract Documents shall create any contractual relationship between OWNER or CONSULTANT and any Subcontractor or other person or organization having a direct contract with CONTRACTOR,nor shall it create any obligation onthe part of OWNER or CONSULTANT to pay ortoseeto payment of any persons due subcontractor or other person or organization,except as may otherwise be required by law.CITY or CONSULTANT may furnish to any Subcontractor or other person or organization,totheextent practicable,evidence of amounts paid tothe CONTRACTOR on 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 theWork performed by anyspecifictrade. 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. Page 10 of28 ©ThomasF.Pepe2014. 4/17/14 6.11 All Work performedforthe CONTRACTOR byaSubcontractor shall bepursuanttoanappropriate agreement between the CONTRACTOR and the Subcontractor. 6.12 The CONTRACTOR shall be responsible forthecoordinationof the trades,Subcontractors materialand menengagedupon their Work. 6.12.1 The CONTRACTOR shall causeappropriateprovisionstobeinsertedin all subcontractsrelative tothe Work tobindSubcontractors to the CONTRACTOR bythetermsof these General ConditionsandotherContractDocumentsinsofaras applicable to the Work ofSubcontractors, andgivethe CONTRACTOR thesamepoweras regards toterminatinganysubcontract that the OWNERmayexerciseoverthe CONTRACTOR underany provisions oftheContract Documents. 6.12.2 TheCITYorCONSULTANT will not undertake tosettleany differences betweenthe CONTRACTOR and their Subcontractors or between Subcontractors. 6.12.3 If intheopinionoftheCONSULTANT,any Subcontractor onthe Project provestobe incompetent or otherwise unsatisfactory,they shall bepromptlyreplacedbythe CONTRACTOR ifandwhendirectedbythe CONSULTANT inwriting. 6.12A Discrimination:Noaction shall betakenbytheanysubcontractorwithregardtothefulfilmentofthe termsofthesubcontract,including the hiring andretentionofemployeesfortheperformanceof Work thatwoulddiscriminate against anypersononthebasisofrace,color,creed,religion,nationalorigin,sex, age,sexualorientation,familial statusor disability.This paragraph shall bemadeapartof the subcontractor's contract with the Contractor. PatentFeesandRoyalties: 6.13 The CONTRACTOR shall pay all license fees and royalties and assume all costsincidenttotheuseofany invention,design,processordevicewhichis the subjectofpatentrightsorcopyrightsheldby others.He shall indemnifyandholdharmlessthe OWNER andthe CONSULTANT andanyonedirectlyorindirectly employedbyeitherofthemfrom against all claims,damages,lossesandexpenses (including attorney's fees)arising outofanyinfringementofsuch rights during orafterthecompletionofthe Work,and shall defend all such claims inconnectionwith any alleged infringement ofsuch rights. 6.14 The CONTRACTOR shall beresponsiblefordeterminingthe application ofpatent rights androyalties materials,appliances,articlesor systems priorto bidding.However,he shall notberesponsibleforsuch determinationon systems whichdo not involvepurchaseby them ofmaterials,appliances andarticles. Permits: 6.15 The CONTRACTOR shall secureandpayfor all constructionpermitsandlicensesand shall pay for all governmental charges and inspection fees necessary fortheprosecutionoftheWork,whichare applicable atthetimeofhis Bid.When such charges are normally madebytheCITYandwhensostated in the Special Conditions,there willbenochargesto the CONTRACTOR.The CITY shall assist the CONTRACTOR,when necessary,in obtaining such permitsand licenses.The CONTRACTOR shall also pay all public utilitycharges. Electrical Powerand Lighting: 6.16 Electrical powerrequired during construction shall beprovidedbyeachprime CONTRACTOR as requiredbyit.Thisservice shall be installed bya qualified electrical Contractor approvedbythe CONSULTANT.Lighting shall beprovidedbythe CONTRACTOR in all spacesat all timeswhere necessaryforgoodandproperworkmanship,forinspectionorforsafety.Notemporarypower shall be usedofftemporary lighting lines without specific approval ofthe CONTRACTOR. Lawsand Regulations: 6.17 The CONTRACTOR shall complywith all notices,laws,ordinances,rulesand regulations applicable to the Work.Ifthe CONTRACTOR observesthatthe Specifications or Drawings areat variance therewith, it shall givethe CONSULTANT promptwrittennoticethereof,andanynecessary changes shall be adjustedbyanappropriatemodification.Ifthe CONTRACTOR performsany Work knowingittobe contrary to suchlaws,ordinances,rulesand regulations,and without suchnoticetothe CONSULTANT, it shall bear all costs arising there from;however,it shall notbeits primary responsibility tomake certain thatthe Drawings and Specifications arein accordance withsuch laws,ordinances,rulesand regulations. Discrimination: 6.17A No action shall betakenbytheContractorwith regard tothe fulfilment ofthetermsofthe Contract, including the hiring andretentionofemployeesfortheperformanceof Work thatwould discriminate Page 11 of28 ©ThomasF.Pepe 2014. 4/17/14 against any persononthe basis of race,color,creed,religion,national origin,sex,age,sexual orientation, familial statusor disability. Taxes; 6.18 Cost of all applicable sales,consumer use,and other taxesforwhichthe CONTRACTOR is liable under theContract shall be included inthe Contract Price stated bytheCONTRACTOR. SafetyandProtection: 6.19 The CONTRACTOR shall be responsible for initiating,maintaining and supervising all safety precautions and programs in connection with theWork.They shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage,injury or loss to: 6.19J All employees and other persons,who may be affected thereby, 6.19.2 All theWork and all materials or equipment tobe incorporated therein,whether in storage onor off the site,and 6.19.3 Other property atthesiteor adjacent thereto,including trees,shrubs,lawns,walks,pavements, roadways,structures and utilities not designated for removal,relocation or replacement inthe course of construction. 6.20 The CONTRACTOR shall designate a responsible member oftheir organization at the site whose duty shall bethe prevention of accidents.This person shall bethe CONTRACTOR'S Superintendent unless otherwise designated inwritingbythe CONTRACTOR totheCITY. Emergencies: 6.21 In emergencies affecting the safety of persons ortheWorkor property atthe site or adjacent thereto, theCONTRACTOR,without special instruction or authorization from theCONSULTANTorCITY,is obligated to act,at his discretion,to prevent threatened damage,injury or loss.He shall give the CONSULTANT prompt written notice of any significant changes intheWorkor deviations from the Contract Documents caused thereby.If the CONTRACTOR believes that additional Work done by him inan emergency whicharosefrom causes beyondhiscontrolentitleshimtoan increase intheContract Price or an extension ofthe Contract Time,he may make a claim therefore as provided in Articles I I and 12. Shop Drawings and Samples: 6.22 After checkingand verifying all field measurements,the CONTRACTOR shall submittothe CONSULTANT for review,in accordance with the accepted schedule of shop drawing submissions,six (6)copies (or atthe CONSULTANT option,one reproducible copy)of all Shop Drawings,which shall have been checked by and stamped with the approval ofthe CONTRACTOR.The Shop Drawings shall be numbered and identified as the CONSULTANT may require.The data shown on the Shop Drawings shall becompletewithrespectto dimensions,design criteria,materials of construction and theliketo enable the CONSULTANT to review the information without any unnecessary investigation. 6.23 The CONTRACTOR shall also submit tothe CONSULTANT for review,with such promptness as to cause no delay inWork,all samples required bythe Contract Documents. All samples shall have been checked by and stamped with the approval ofthe CONTRACTOR,identified clearly as to material,manufacturer,any pertinent catalog numbers and theusefor which intended. 6.24 At the time of each submission,the CONTRACTOR shall notify the CONSULTANT,in writing,of any deviations betweenthe Shop Drawings or samples and the requirements ofthe Contract Documents. 6.25 The CONSULTANT shall review with responsible promptness Shop Drawings and Samples,but his review shall be only for conformance with the design concept 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,of any prior Shop Drawing or revisions to Shop Drawings that are in conflict with each submission or re-submission.The CONTRACTOR'S stamp of approval onany Shop Drawings or sample shall constitute representation totheCITY and the CONSULTANT thatthe 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 sample withthe requirements of the Work and the Contract Documents. Page 12 of 28 ©Thomas F.Pepe 2014. 4/17/14 6.26No Work requiringasubmittalofaShopDrawingor sample shall becommenceduntilthesubmissionhas beenreviewedandapprovedinwritingbytheCONSULTANT.AcopyofeachShopDrawingandeach approvedsampleshallbekeptingoodorder,inabook or binder,inchronological order orinsuch other order requiredbytheCONSULTANTinwriting,bytheCONTRACTORatthesiteand shall beavailable to the CONSULTANT. 6.27The CONSULTANT'S reviewofShop Drawings or samples shall not relievethe CONTRACTOR from hisresponsibilityforanydeviationsfromthe requirements of the Contract Documentsunless the CONTRACTOR hasinformed the CONSULTANT,in writing,to eachdeviationat the timeof submissionandtheCONSULTANThas given written approval to the specific deviation,nor shall any reviewby the CONSULTANT relievethe CONTRACTOR fromresponsibilityfor errors or omissions in the ShopDrawings or samples. 6.27ATheCONTRACTOR shall beliabletotheOWNERforanyadditionalcostordelaythatiscausedbyits failuretonotifytheCONSULTANTofanyofsaiddeviations or conflictsbetweenShopDrawings or due to errors in the ShopDrawings or samples. CleaningUp: 6.28TheCONTRACTOR shall cleanupbehindthe Work asmuchasisreasonablypossibleas the Work progresses.UponcompletionoftheWork,andbeforeacceptanceof final paymentfortheProjectbythe OWNER,the CONTRACTOR shall removeallhissurplusanddiscarded materials,excavatedmaterial andrubbishaswellasall other materialand equipment that does not formapartof the Work,from the property,roadways,sidewalks,parkingareas,lawnandalladjacent property.Inaddition,the CONTRACTOR shall cleanhisportionof Work involved inany building underthisContract,so that no further cleaning bytheOWNERis necessary priortoitsoccupancyandhe shall restore all property,both publicandprivate,whichhasbeendisturbed or damagedduring the prosecutionof the Work soas to leavethewhole Work and Work Siteinaneatandpresentablecondition. 6.29IftheCONTRACTORdoesnot clean theWorksite,the CITY maycleanthe Work Siteofthematerials referred toinparagraph6.28andchargethe cost to theCONTRACTOR. Public Convenience and Safety: 6.30 The CONTRACTOR shall,at all times,conduct the Work in such a manner as to insure the least practicableobstructiontopublictravel.Theconvenienceofthegeneral public andoftheresidentsalong andadjacenttotheareaof Work shall beprovidedforinasatisfactory manner,consistentwiththe operationand local conditions."Street Closed"signs shall beplaced immediately adjacenttothe Work,in aconspicuousposition,atsuchlocationsastrafficdemands.Atanytimethat streets arerequired to be closed,the CONTRACTOR shall notify law enforcement agencies andin particular,theCityofSouth Miami PoliceDepartment,beforethe street isclosedand again assoonasitisopened.Accesstofire hydrantsand other fire extinguishing equipment shall beprovidedand maintained at all times. SanitaryProvisions: 6.31 The CONTRACTOR shall provideon-site office,and necessary toilet facilities,secludedfrom public observation,foruseof all personnel ontheWork Site,whetherornotin his employ.They shall bekept inacleanandsanitaryconditionand shall complywiththe requirements andregulationsofthePublic Authorities having jurisdiction.They shall commit no public nuisance.Temporary field office and sanitary facilities shall beremoveduponcompletionofthe Work andthepremises shall beleftclean. Indemnification: 6.32 Contractor shall comply withthe indemnification requirementssetforthinthe RFP,if any,andin EXHIBIT 2 ofthe Supplementary Conditions (Insurance and indemnification requirements). 6.33Intheeventthat any action or proceeding isbrought against OWNERor CONSULTANT byreasonof anysuch claim or demand,CONTRACTOR,uponwrittennoticefrom CITY shall defendsuchactionor proceedingbycounselsatisfactoryto CITY.The indemnification providedabove shall obligate CONTRACTOR to defend atitsownexpenseorto provide forsuch defense,at CITY'S option,anyand all claims of liability and all suits and actions ofevery name and description that may be brought against OWNER or CONSULTANT,excluding only those claims that allege thatthe injuries aroseoutofthe solenegligenceofOWNER or CONSULTANT. 6.34The obligations ofthe CONTRACTOR under paragraph 6.33 shall notextendtothe liability ofthe CONSULTANT,its agents or employees arising outof (a)the preparation or approval of maps,drawings, opinions,reports,surveys,ChangeOrders,designsor specifications or(b)the giving oforthe failure to Page 13 of28 ©Thomas F.Pepe2014. 4/17/14 give directions or instructions bythe CONSULTANT,its agents or employees provided such actor omissionisthe primary causeof injury or damage. 6.34A All ofthe forgoing indemnification provisions shall survive thetermofthe Contract to which these General Conditions are a part.Indemnification shall not exceed an amount equal tothe total value of all insurance coverage required by Section 5.1 of this document Indemnification is limited to damages caused inwholeorinpartbyanyact,omission,or default ofthe Contractor,theContractor's subcontractors, sub-subcontractors,materialmen,or agents of any tieror their respective employees totheextent caused bythe negligence,recklessness,or intentional wrongful misconduct ofthe indemnifying party and persons employed or utilized bythe indemnifying party in the performance ofthe construction contract Responsibility forConnectionto Existing Work: 6.35 It shall bethe responsibility ofthe CONTRACTOR to connect its Workto each part ofthe existing Work,existing building or structure orWork previously installed as required bythe Drawings and Specifications toprovideacomplete installation. 6.36 Excavations,grading,fill,storm drainage,paving and any other construction or installations in rights-of- ways ofstreets,highways,public carrier lines,utility lines,either aerial,surface or subsurface,etc.,shall be donein accordance with requirements ofthe special conditions.TheOWNER will be responsible for obtaining all permits necessary for theWork described in this paragraph 6.36.Upon completion ofthe Work,CONTRACTOR shall present to CONSULTANT certificates,in triplicate,from the proper authorities,stating thatthe Work has beendonein accordance withtheir requirements. 6.36.1 The CITY will cooperate with the CONTRACTOR in obtaining action from any utilities or public authoritiesinvolvedintheaboverequirements. 6.36.2 The CONSULTANT shall be responsible for obtaining elevations of curbs and gutters,pavement, storm drainage structures,and otheritems which mustbe established by governmental departments assoon as grading operations are begun onthesite and,in any case,sufficiently early intheconstructionperiodtopreventanyadverseeffectontheProject Cooperation withGovernmentalDepartments.Public Utilities.Etc.: 6.37TheCONTRACTOR shall be responsible for making all necessary arrangements with governmental departments,public utilities,public carriers,service companies and corporations (hereinafter referredto 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,includingincidental structures connected therewith,thatare encountered in the Work in order that suchitemsareproperlyshored,supportedandprotected,thattheirlocationisidentifiedand to obtain authorityfrom these thirdpartiesforrelocationif the CONTRACTOR desirestorelocatethe item.The CONTRACTOR shall give all proper notices,shall comply with all requirements ofsuch third parties in the performance ofhisWork,shall permit entrance of such third parties onthe Project inorderthatthey mayperformtheir 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 due towork to bedoneby governmental departments,public utilities,and othersin repairing or moving poles,conduits,etc.TheCONTRACTOR shall cooperatewiththeabove parties inevery way possible,sothattheconstructioncanbecompletedintheleastpossibletime. 6.37.2 The CONTRACTOR shallhave made itself familiar with all codes,laws,ordinances,and regulations whichinanymanneraffectthose engaged oremployedinthe Work,or materials and equipmentuseinoruponthe Work,orinanywayaffecttheconductofthe Work,andnopleaof misunderstanding will be considered onaccountof damage or delay causedbyhis ignorance thereof. Use Premises: 6.38CONTRACTOR shall confineits apparatus,storage of materials,and operations ofitsworkmentothe limits indicated by law,ordinances,permitsand directions of CONSULTANT andCITY,and shall not unnecessarily encumberanypartofthesiteorany areas offsite. 6.38.1 CONTRACTOR shall not overload orpermit any partofanystructuretobe loaded withsuch weightaswillendangerits safety,nor shall itsubjectany work tostressesorpressuresthatwill endangerit. 6.38.2 CONTRACTOR shall enforcetherules and regulation promulgated bytheCONSULTANTand OWNER aswellastheirinstructionswith regard to signs,advertisements,fires andsmoking. Page 14 of 28 ©Thomas F.Pepe 2014. 4/17/14 6.38.3CONTRACTORshallarrangeand cooperate with CITY inroutingandparkingof automobiles of itsemployees,subcontractors and other personnel,aswellas that of the materialdelivery trucks and other vehicles that cometo the Project site. 6.38.4TheCity will designate specific areasonthesiteforstorage,parking,etc.andthejobsiteshallbe fencedto protect thejobsiteandthegeneral public. 6.38.5TheCONTRACTOR shall furnish,install and maintain adequateconstruction office facilities for all workers employedbyitorbyits Subcontractors.Temporaryofficesshallbeprovidedand locatedwheredirectedandapprovedbytheCONSULTANT.All such facilities shall befurnished in strict accordance withexistinggoverningregulations.Field officesshallinclude telephone facilities. Protection of Existing Property Improvements: 6.38 Any existing surface or subsurface improvements,suchas pavements,curbs,sidewalks,pipes or utilities, footings,orstructures (including portionsthereof),treesand shrubbery,not indicated onthe Drawings ornotedinthe Specifications as being removedoraltered shall beprotectedfromdamage during constructionoftheProject.Any suchimprovements damaged duringconstructionoftheProject shall berestoredattheexpenseofthe CONTRACTOR toa condition equal tothat existing at the timeof award of Contract. ARTICLE 7 -WORK BY OTHERS, 7.1 The CITY may perform additional WorkrelatedtotheProjector may let other directcontractstherefor which shall contain General Conditions similar to these.The CONTRACTOR shall afford the other contractors whoarepartiestosuchdirectcontracts(ortheOWNER,ifitisperformingtheadditional Work itself),reasonable opportunityforthe introduction and storageof materials and equipment andthe execution ofWork,andshallproperly connect and coordinate its Work withtheirs. 7.2 If any partofthe CONTRACTOR'S Work depends upon proper execution or results oftheWorkof any other contractor or theOWNER,the CONTRACTOR shall promptly report tothe CONSULTANT in writinganydefects or deficienciesinsuch Work that render itunsuitablefor the CONTRACTOR'S Work. 7.3 The CONTRACTOR shall do all cutting,fitting and patching oftheWorkthat may be required to make itsseveralpartscome together properlyand fit toreceiveorbereceivedbysuch other Work.The CONTRACTOR shall not endanger any Workofothers by cutting,excavating or otherwise altering their Work andshallonlycut or altertheir Work withthewritten consent of the CONSULTANTandofthe other contractor whose work will be affected. 7.4 If theperformanceof additional Work by other contractors or theOWNERisnotnotedintheContract Documents priortothe execution oftheContract written noticethereof shall be given tothe CONTRACTORpriortostartinganysuch additional Work.IftheCONTRACTORbelieves that the performanceofsuch additional Work bytheOWNERor others will causetheCONTRACTOR additional expense or entitles him toan extension oftheContract Time,he may make a claim therefore as provided inArticles 11 and 12. 7.5 Where practicable,the CONTRACTOR shall build around theworkofother separate contractorsor shall leave chases,slotsand holes as required to receive andto conceal within the general construction Worktheworkof such other separate contractors as directed by them.Where such chases,slots,etc., are impracticable,theWork shall require specific approval ofthe CONSULTANT. 7.6 Necessary chases,slots,and holes not built or left by the CONTRACTOR shall becut by the separate contractor requiringsuch alterations after approvalof the CONTRACTOR.The CONTRACTOR shall do all patching and finishing ofthe work ofother contractors where it is cut by them and such patching and finishing shall beattheexpenseofCONTRACTOR 7.7 Cooperation isrequiredintheuseofsite facilities andin the detailed execution ofthe Work.Each contractor shall coordinate their operation withthoseofthe other Contractors forthebest interest of theWorkinordertoprevent delay intheexecutionthereof. 7.8 Each of several contractors working onthe Project Site shall keep themselves informed ofthe progress of theworkofother contractors.Should lack of progress or defective workmanship onthepartofother contractors interfere with the CONTRACTOR'S operations,the CONTRACTOR shall notify the CONSULTANT immediately andin writing.Lack ofsuchnoticetothe CONSULTANT shall be construed as acceptance by the CONTRACTOR ofthe status oftheworkofother contractors as being satisfactoryfor proper coordination ofCONTRACTOR'SownWork. 7.9 ThecostofextraWork resulting from lack of notice,untimely notice,failure to respond to notice, Defective Work or lackof coordination shallbe the CONTRACTOR'S cost. Page 15 of28 ©ThomasF.Pepe2014. 4/17/14 7.10 The CITY reserves the right in the event the 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 the cost from theContract Price without violating theintentoftheContract. ARTICLE 8-CITY'S RESPONSIBILITIES. 8.1 The CITY will issue all communications to the CONTRACTOR through the CONSULTANT. 8.2 In cases oftermination ofemployment ofthe CONSULTANT,the CITY will appoint a CONSULTANT whose status under the Contract Documents shallbe that ofthe former CONSULTANT. 8.3 The CITY shall promptly furnish thedata required ofthem under theContract Documents. 8.4 The CITYS duties in respect to providing lands and easements are set forth in Paragraphs 4.1 and 4.2. 8.5 The CITY shall have the right to take possession of and use any completed or partially completed portions ofthe Work,notwithstanding the fact that the time for completing the entire Work or any portion thereof may not have expired;but such taking possession and use shall notbe deemed an acceptanceofany Work notcompletedinaccordancewiththe Contract Documents. ARTICLE 9 -CONSULTANTS'STATUS DURING CONSTRUCTION. City'sRepresentative: 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 oftheseGeneralConditionsand shall not be extended without written consent of the CITY and the CONSULTANT. 9.1.1 The CONSULTANT'S decision,in matters relating to aesthetics,shall be final,if within theterms of the Contract Documents. 9.1.2 Except as may be otherwise provided in this contract,all claims,counterclaims,disputes andother mattersin question betweenthe CITY andthe CONSULTANT arising outofor relating tothis Contractorthe breach thereof,shall be decided in acourtof competent jurisdiction within the State of Florida. Visits to Site: 9.2The CONSULTANT shall provide an inspector to make periodic visits tothesiteat each phase of construction to observetheprogressand quality oftheexecuted Work andtodetermineifthe Work is proceeding in accordance with theContract Documents.His efforts shall be directed toward providing assurance forthe OWNER andall applicable regulatory agencies that construction isin compliance with theConstruction Documents and applicable laws,rules and regulations.Onthe basis oftheseonsite- observations asan experienced and qualified design professional,he shall keepthe CITY informed ofthe progressof the Workand shall guardtheOWNER against defects and deficiencies intheWorkof CONTRACTOR. Clarificationsand Interpretations: 9.3The CONSULTANT shall issue,with reasonable promptness,such written clarifications or interpretations oftheContract Documents (in theformof Drawings or otherwise)asit may determine necessary,which shall be consistent with,or reasonably inferable from,theoverallintentofthe Contract Documents.If the CONTRACTOR seeks an increase in the Contract Price or extension of Contract Time based ona written clarification and/orinterpretationit shall be required tosubmita timely claim as provided in Articles 11 and 12. Measurement of Quantities: 9.4 All Work completedunderthe Contract shall bemeasuredbythe CONSULTANT accordingtothe United States Standard Measures.All linear surface measurements shall be made horizontally or vertically asrequiredbytheitemmeasured. RejectingDefective Work: 9.5The CONSULTANT shall have authorityto disapprove orrejectWorkthatis "Defective Work"as definedinArticle I.It shall alsohaveauthoritytorequire special inspection or testingoftheWork including Work fabricated on or offsite,installed orcompletedas provided.Intheeventthatthe CONSULTANT requirestestingofcompletedWork,thecostofsuch inspections and/ortesting shall be approvedinwritingbythe CITY.All consequential cost ofsuchinspectionsandtesting,including butnot limitedtothecostoftestingandinspection,the cost of repairing anyoftheWork,ortheworkofothers, Page 16 of28 ©Thomas F.Pepe2014. 4/17/14 the cost to move furniture and equipment and/or the cost to provide alternative facilities until the repair work can be completed,shall paid by the CONTRACTOR if theWork is found tobe Defective Work. Shop Drawings.Change Ordersand Payments: 9.6 In connection with the CONSULTANT responsibility as to Shop Drawings and samples,see paragraphs 6.25through6.28,inclusive. 9.7 In connection with the CONSULTANT'S responsibility for Change Orders see Articles 10,11,and 12. 9.8 in connection with the CONSULTANT responsibilities with respect to the Application for Payment,etc see Article 14. DecisionsonDisagreements: 9.10 The CONSULTANT shall be the initial interpreter ofthe Construction Documents. Limitations on Consultant's Responsibilities: 9.11 The CONSULTANT will not be responsible for the construction means,methods,techniques,sequences or procedures,orthe safety precautions and programs incident thereto. 9.12 The CONSULTANT will not be responsible for the acts or omissions of the CONTRACTOR,or any Subcontractors,or any of their agent,servants or employees,or any other person performing any of the Workunderor through them. ARTICLE 10 -CHANGES IN THE WORK 10.1 Without invalidating the Contract,the CITY may,at any time or from time to time,order additions, deletions or revisions in or to the Work which shall only be authorized by a written Change Orders Upon receipt of a Change Order,the CONTRACTOR shall proceed with the Work involved.All such Work shall be performed under the applicable conditions of the Contract Documents.If any authorized written Change Order causes an increase or decrease in the Contract Price or an extension or shortening of the Contract Time,an equitable adjustment will be made as provided in Article 11 or Article 12.A written Change Order signed by the CITY and the CONTRACTOR indicates their agreement to the terms of the Change Order.All Change Orders shall be certified by the CONSULTANT as to the appropriateness and value of the change in the Work as well as to any change in the time to complete the Work under the circumstances.The failure to include a time extension in the Change Order or in the request for a change order shall result in a waiver of any extension of time due to the change in the work as reflected in the Change Order. 10.2 The CONSULTANT may authorize minor changes or alterations in the Work not involving extra cost and not inconsistent with the overall intent of the Contract Documents without the need for a formal written Change Order provided the CONTRACTOR does not request additional time or additional compensation.These may be accomplished by a written Field Order.If the CONTRACTOR believes that any change or alteration authorized by the CONSULTANT'S Field Order would entitles the CONTRACTOR to an increase in the Contract Price or extension of Contract Time,it must submit a written notice of intent to demand a Change Order within twenty four (24)hours of the issuance of the Field Order and submit a written proposal for Change Order within four (4)days thereafter,otherwise the CONTRACTOR shall bedeemedto have waived such claim. 10.3 Additional Work performed by the CONTRACTOR without authorization of a written Change Order shall not entitle it to an increase in the Contract Price or an extension of the Contract Time,except in the case of an emergency as provided in paragraph 6.22 and except as provided in paragraph 10.2. 10.4 The CITY will execute appropriate Change Orders prepared by the CONSULTANT covering changes in the Work,to be performed as provided in paragraph 4.4,and Work performed in an emergency as provided in paragraph 6.22 and any other claim of the CONTRACTOR for a change in the Contract Time orthe Contract Price which is approved by the CONSULTANT. 10.5 It is the CONTRACTOR'S responsibility to notify its Surety of any changes affecting the general Scope of the Work or change in the Contract Price or Contract Time and the amount of the applicable bonds shall be adjusted accordingly.The CONTRACTOR shall furnish proof of such an adjustment to the CITY before commencement of the Change Order Work.The Work shall be stopped until the CONTRACTOR provides such proof of adjustment in the Bond amount and any such delay shall be charged to the CONTRACTOR. ARTICLE I I -CHANGE QF CONTRACT PRICF Page 17 of28 ©ThomasF.Pepe2014. 4/17/14 11.1 The Contract Price constitutes the total compensation payable tothe CONTRACTOR for Performing theWork.All duties,responsibilities and obligations assigned toor undertaken bytheCONTRACTOR shall beatits expense without changing theContract Price. 11.2 The CITY may,atanytime,without written noticetothe sureties,bywrittenorder designated or indicated tobea Change Order,make any change in the Work within the general scopeoftheContract, including butnotlimitedto changes toor in: 11.2.1 Specifications (including drawings and designs); 11.2.2 Methodormannerof performance oftheWork. 11.2.3 ClTY-furnished facilities,equipment,materials,services,or site;or 11.2.4 Accelerationinthe performance oftheWork. 11.3 Exceptasprovidedinthissection,or sections referredtointhissection,noorder,statement,or conduct oftheCITY shall betreatedasa Change Orderor entitle the CONTRACTOR toan equitable adjustment unless anduntilthe change inthe Work is specifically andexpressly provided forinawritten ChangeOrder,oras otherwise providedinanothersectionoftheContractDocuments. 11.4 Whena Change Orderis issued bythe CONSULTANT and signed bytheCITYor issued bytheCITYin writing,the CONTRACTOR shall performthe Work evenifthe CONTRACTOR doesnotagreewith the dollar amountofthe Change Order.Ifany Change Order causes an increase or decrease inthe CONTRACTOR'S costof,orthetime required for,the performance of any partoftheWorkunder this Contract,forwhichtheCITYandthe CONTRACTOR cannot reach atimely agreement,anequitable adjustmentbasedonthecostofthe Work shall be made andtheContractmodified accordingly. 11.5 If the CONTRACTOR intendstoasserta claim foranequitableadjustmentorcontesttheequitable adjustmentmadebytheCONSULTANT,it shall,within ten (10)calendar daysafterreceiptofawritten Change Order,submittotheCITYandCONSULTANTawrittennotice including astatementsetting forththe general natureandmonetary extent of such claim for equitable adjustment,timeextension requestedandsupporting data.In determiningthecostoftheChangeOrder,thecosts shall belimitedto those listed in section 11.7 and 11.8. 11.6 No claim bythe CONTRACTOR foranequitableadjustmenthereunder shall beallowedifnotsubmitted inaccordancewiththissectionorifassertedafter final paymentunderthis Contract 11.7 Thevalueofany Work coveredbyaChangeOrderorofanyclaimforanincreaseordecreaseinthe Contract Price shall bedeterminedinoneofthe following ways: 11.7.1 By negotiated lumpsum. 11.7.2 Onthe basis ofthe reasonable cost and savings thatresults from the change inthe Work plus a mutuallyagreeduponfeeto the CONTRACTOR to cover overheadandprofitnot to exceed 15%.If the CONTRACTOR disagreeswiththe CONSULTANTS determinationofreasonable costs,the CONTRACT shall providealistof all coststogetherwithbackupdocumentation 11.8 Thetermcostofthe Work means thesumof all directextracosts necessarily incurred and paid bythe CONTRACTOR intheproper performance ofthe Change Order.Except asotherwisemaybe agreed toin Writing byCITY,suchcosts shall beinamountsnohigherthanthose prevailing in Miami-Dade County and shall includeonlythefollowingitems: 11.8.1 Payroll costsforemployeesinthedirectemployof CONTRACTOR inthe performance ofthe Work describedinthe Change Orderunderschedulesofjob classifications agreed uponby CITY and CONTRACTOR.Payroll costsforemployees not employed full timeonthe Work shall be apportioned on the basisof their time spenton the Work.Payroll costs shall belimitedto: salaries andwages,plus thecostsof fringe benefitswhich 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 foremenatthesite.Theexpensesof performing Work after regular workinghours,on Sunday or legal holidays shall be included intheaboveonlyif authorized by CITY andprovideditwasnotinany way,whetherinwholeorinparttheresultofthe fault ofthe CONTRACTOR dueto negligence ofthe CONTRACTOR orthose acting byorthroughhimor duein whole or inpartto Defective Work of the CONTRACTOR. 11.8.2 Cost of all materialsandequipment furnished andincorporatedin the Work,including costsof transportation andstorage,andmanufacturers'fieldservicesrequiredin connection therewith. The CONTRACTOR shall notifytheCITYof all cashdiscountsthatare available andofferthe CITY the opportunity todepositfundswiththe CONTRACTOR forthepaymentforitemsthat offer a discount.Cash discounts shall accrue to CONTRACTOR unless the CONTRACTOR fails totimelynotify the CITYof the discountsorif the OWNER depositsfundswith CONTRACTOR with which to make paymentsinwhichcasesthecash discounts shallaccrue to the OWNER,All tradediscounts,rebatesandrefunds,and all returnsfromsaleofsurplus materials andequipment Page 18 of28 ©Thomas F.Pepe 2014. 4/17/14 shall accruetoOWNER,andCONTRACTOR shall makeprovisionsso that theymaybe obtained. 11.8.3 Paymentsmadeby CONTRACTOR tothe Subcontractors for Work performed by Subcontractors.Ifrequiredby CITY,CONTRACTORshallobtaincompetitivebidsfrom Subcontractorsacceptabletohimand shall deliversuchbidsto CITY who will then determine, withtheadviceofthe CONSULTANT,whichBids will beaccepted.No subcontract shallbea costplus contract unlessapproved in writingbythe CITY.Ifa Subcontract providesthatthe Subcontractor istobe paid onthebasisof Cost of Work plusafee,the costofthe Work shall be determined in accordance this section 11.8 and in such case the word "Subcontractor"shall be substituted for the word "CONTRACTOR". 11.8.4 Rentalsofallconstructionequipmentand machinery,except handtools,andtheparts thereof whether rented from CONTRACTOR or others in accordance with rental agreements approvedbyCITYwiththeadviceofCONSULTANT,andthecostsof transportation,loading, unloading,installation,dismantling andremoval thereof -allin accordance withtermsofsaid rentalagreements.Therentalofanysuchequipment,machinery orparts shall ceasewhenthe use thereof isnolongernecessaryfortheWork. 11.8.5 Sales,use or similar taxes related to the Work,andforwhich CONTRACTOR is liable,imposed byany governmental authority. 11.8.6 Payments andfeesforpermitsand licenses.Costsforpermitsandlicensesmustbeshownasa separate item. 11.8.7 Thecostof utilities,fuel andsanitary facilities atthesite. 11.8.8 Minor expenses suchastelegrams,longdistancetelephone calls,telephone serviceatthesite, expressage andsimilar petty cash items in connection with the Work. 11.8.9 Costofpremiumsfor additional Bondsandinsurancerequired solely becauseof changes inthe Work,not toexceedtwo percent (2%)oftheincreaseinthe Cost of the Work. 11.9 Theterm Cost ofthe Work shall NOTincludeanyofthe following: 11.9.1 Payroll costs and other compensationofCONTRACTOR'Sofficers,executives,principals(of partnershipandsoleproprietorships),general managers,engineers,architects,estimators,lawyers, agents,expediters,timekeepers,clerksand other personnelemployedby CONTRACTOR whether atthesite or inits principal orabranch office forgeneraladministrationofthe Work andnot specifically included intheschedulereferredtoin Subparagraph 11.5. 11.9.2 ExpensesofCONTRACTOR'S principal andbranch offices other thanitsofficeatthesite. 11.9.3 AnypartofCONTRACTOR'S capital expenses,including interest on CONTRACTOR'S capital employedforthe Work andcharges against CONTRACTORfordelinquent payments. 11.9.4 Cost ofpremiumsforallbondsandforallinsurancepolicies whether or not CONTRACTOR is requiredbythe Contract Documentstopurchaseand maintain thesame(exceptas otherwise providedinSubparagraph 11.8.9). 11.9.5 Costsduetothe negligence ofCONTRACTOR,anySubcontractor,or anyonedirectlyor indirectlyemployedbyanyofthem or forwhoseactsanyofthemmaybe liable,including butnot limited to,thecorrectionof defective work,disposal of materials orequipment wrongly supplied andmakinggoodanydamagetoproperty. 11.9.6 Other overhead or general expensecostsofany kind andthecostsofanyitemnot specifically andexpresslyincludedinParagraph 11.8. 11.10 TheCONTRACTOR'Sfeewhichshallbeallowedto CONTRACTOR forits overhead andprofit shall be determined as follows: 11.10.1 Amutuallyacceptablefirmfixedprice;orifnonecanbeagreedupon. 11.10.2 A mutually acceptable fixed percentage(nottoexceed 15%). 11.11 Theamountofcredittobe allowed byCONTRACTORtoOWNERforanysuch change which resultsin a net decrease in cost will be the amount of the actual net decrease in costs calculated in the same mannerasprovidedin 11.8.Whenbothadditionsandcreditsare involved inanyonechange,thenet shall becomputedto include overheadand profit,identified separately,forboth additions andcredit, providedhowever,the CONTRACTOR shallnotbeentitledto claim lostprofitsforany Work not performed. ARTICLE 12 -TIME FOR COMPLETION.LIQUIDATED DAMAGES AND CHANGE OF THE CONTRACT TIME. 12.1 Timeisoftheessencetothiscontractandthedateof beginning andthetimeforcompletionoftheWork areessentialconditionsofthe Contract Therefore,the Work shall becommencedonthedate specified intheNotice to Proceedandcompletedwithinthetime specified forcompletionofthework. Page 19 of28 ©Thomas F.Pepe2014. 4/17/14 12.2 The CONTRACTOR shall proceed with theWorkat such rateof progress to ensure full completion within theContract Time.Itis expressly understood and agreed,byand between the CONTRACTOR andthe OWNER,thattheContract Time forthe completion oftheWork described herein isa reasonable time,taking into consideration the average climatic andeconomic conditions and other factors prevailing inthe locality oftheWork.No extension oftime shall be granted due conditions thatthe Contractor knew ofor should have known of before bidding ontheprojectordueto inclement weather, except as provided in section 12.7. 12.3 If the CONTRACTOR shall fail tocompletetheWork within theContract Time,or extension oftime granted by the CITY,thenthe CONTRACTOR shall pay tothe OWNER the amount of liquidated damages as specified intheContract Documents for each calendar dayafterthe scheduled datefor completion as adjusted bywritten Change Ordersthat extended the completion date. 12.3.1 These amounts arenot penalties butare liquidated damages incurred bythe OWNER forits inability to obtain full useofthe Project.Liquidated damages are hereby fixed and agreed upon betweenthe parties,recognizing the impossibility of precisely ascertaining theamountof damages that will be sustained asa consequence of such delay,and both parties desiring to obviate any questionordisputeconcerningtheamountofsaiddamagesandthe cost andeffectofthefailure of CONTRACTOR to complete theContracton time.The above-stated liquidated damages shall apply separately toeach phase ofthe Project for which atimefor completion is given. 12.3.2 CITY is authorized todeductthe liquidated damages from monies dueto CONTRACTOR forthe Work under this Contract. 12.4 TheContractTime may onlybe changed byawritten Change Order.Any claim foranextensioninthe CONTRACT TIMEshall be based on written notice delivered to the CITY and CONSULTANT within five (5)business days ofthe occurrence oftheevent giving risetothe claim and stating the general nature ofthe claim including supporting data.All claims for adjustment intheContract Time shall be evaluated and recommended bythe CONSULTANT,with final approval bythe CITYS representative.Any change intheContract Time resulting from any such claim shall be incorporated in awritten 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 becauseof failure to furnish Drawings beforethe expiration of fourteen (14)calendar days after demand hasbeenmadein writing tothe CONSULTANT forsuch Drawings.Furthermore,there shall benomonetary compensation forsuch delay andthe CONTRACTOR'S sole remedy shall bean extension oftimeforthe period of delay. 12.7 Extensions totheContractTimefor delays causedbythe effects ofinclementweather shall notbe grantedunlesstheweatherwas unusual forSouth Florida andcouldnot have been anticipated,the abnormal weather is documented byrecordsfromthenational weather serviceandtheabnormal weather is documented to have had a substantial affected on the construction schedule. 12.8 No Damages for Delay;The CONTRACTOR agreesthathe shall not have any claim for damages dueto delay unless the delay exceeds6months,whether individually or cumulatively,andthenthe damages shall be limited toincreasedcostof materials thatwere unanticipated andthatwouldnothavebeenincurred butforthe delay.Otherthanassetforth above,the only remedy for any delay shall be limited toan extensionoftimeasprovidedforinSection 12.4 which shall bethesoleandexclusiveremedyforsuch resultingdelay.Other thanas set forthabove,CONTRACTOR shallnotbeentitled to anincreasein the ContractPriceorpayment or compensation ofany kind fromOWNERfordirect,indirect,consequential, impact or other costs,expenses or damages,including but not limitedto,costsofacceleration or inefficiency,overheadorlost profits,arising because of delay,disruption,interferenceor hindrance from anycausewhatsoever,whether such delay,disruption,interference or hindrancebereasonableor unreasonable,foreseeable or unforeseeable,or avoidable or unavoidable. 12.9 The CONTRACTOR waives all claims thatarenotpresentedtotheCityin writing onorbeforethe 21 st day following thedateoftheeventuponwhichthe claim isbased. 12.10 Dispute Resolution:If anydispute concerning aquestionoffactarisesunderthe Contract/other than terminationfordefaultor convenience,the CONTRACTOR andthecitydepartment responsible forthe administrationofthe Contract shall makeagood faith efforttoresolvethedispute.If thedisputecannot beresolvedby agreement,then the department with the adviceof the City Attorney andthe CONSULTANT shall ruleonthedisputedissueandsendawrittencopyofitsdecisiontothe CONTRACTOR.CONTRACTOR shall complywithsuchdecisionand shall notdelaythe project ARTICLE 13 -GUARANTEE 13.1 The CONTRACTOR shall guaranteeand unconditionally warrantthrougheitherthe manufacturer orthe CONTRACTOR directly,all materialsandequipment furnished and Work performedforpatent Defective Work foraperiodofone(I)yearfromthedateof Final Acceptanceasindicatedinthe Page20of28 ©Thomas F.Pepe2014. 4/17/14 CONSULTANT Letter ofRecommendationofAcceptanceorfromthedatewhenthedefectwasfirst observable,whicheverislater.Thesame guarantee andunconditional warranty shallbeextendforfive (5)yearsfromthedateof Final Acceptanceas indicated intheCONSULTANT Letter of Recommendation of Acceptance forlatentDefectiveWork.The CITYwillgivenoticeof observed defectswithreasonablepromptness.In theeventthattheCONTRACTORshould fail to commence to correct suchDefective Work withinten (10)calendardaysafter having receivedwrittennoticeof the defect,or shouldthe CONTRACTOR commencethecorrectivework,but fail to prosecute the corrective work continuouslyand diligently andinaccordancewiththe Contract Documents,applicable law,rulesandregulations,the CITY maydeclareaneventofdefault,terminate the Contract in whole or inpartandcausetheDefective Work toberemovedor corrected andto complete the Work at the CONTRACTOR'Sexpense,andthe CITY shall chargetheCONTRACTOR the cost therebyincurred. ThePerformanceBond shall remainin full forceandeffectthroughtheguaranteeperiod. 13.2 The specific warrantyperiodslistedinthe Contract Documents,ifdifferentfromtheperiodoftimelisted inSection 13.1,shall take precedence overSection 13.1. 13.3 CONTRACTOR shall actasagent,ona limited basis fortheOWNER,attheCITY'soption,solelyfor the follow-upconcerning warranty compliancefor all itemsundermanufacturer's Warranty/Guarantee andforthepurposeof completing all forms forWarranty/Guarantee coverage underthis Contract 13.4 In caseofdefaultbytheCONTRACTOR,theCityofSouth Miami may procurethearticlesor services from other sourcesandholdtheCONTRACTOR responsible foranyexcesscostsoccasioned or incurred thereby. 13.5 The CITY maywithholdacceptanceof,orrejectitems which arefounduponexamination,nottomeet the specification requirements.Uponwritten notification ofrejection,itemsshallberemovedwithin five (5)businessdaysbytheCONTRACTORathisownexpenseandredeliveredathisexpense.Rejected goodsleftlongerthanthirty(30)calendardays shall beregardedasabandonedandtheCityshallhavethe righttodisposeofthemasitsownpropertyandthe CONTRACTOR thereby waives any claim tothe good or tocompensationofany kind.RejectionforNon-conforming Work or failuretomeetdelivery schedulesmayresultin the Contract beingfoundin default. ARTICLE 14 -PAYMENTS AND COMPLETION. Payments to Contractor 14.1 The Contractor shall notbeentitledtoanymoneyforanyworkperformedbeforethe issuance ofa NoticetoProceedontheform described intheContractDocumentsandthe issuance bytheCityofa "purchase order",orany other document,doesnotand shall notauthorize the commencementofthe Work.Atleastten (10)calendardaysbeforeeachprogresspayment falls due(butnotmoreoftenthan onceamonth),theCONTRACTOR shall submittothe CONSULTANT apartialpaymentestimate filled outand signed bythe CONTRACTOR coveringtheWorkperformed during theperiodcoveredbythe partialpaymentestimateand supported bysuchdataastheCONSULTANTmayreasonablyrequire.All progresspaymentapplicationsafterthefirstprogresspayment shall beaccompaniedbypartialreleasesof lienexecutedby all persons,firms andcorporationswho have furnished labor,servicesor materials incorporatedintothe work duringtheperiodoftimeforwhichthepreviousprogresspaymentwasmade, releasing such claims andlien rights,if any,ofthose persons.If payment isrequestedonthe basis of materials andequipmentnotincorporatedintheWorkbutdeliveredand suitably storedatornearsite, thepartialpaymentestimate shall alsobe accompanied bysuchsupportingdata,satisfactorytothe CITY, whichestablishestheOWNER'Stitletothe material andequipmentaswellascertificatesofinsurance providing coveragefor 100%ofthevalueofsaid material andequipmentcoveringthematerialand equipmentfrom all casualties as well astheft,vandalism,fire and flood.TheCONTRACTOR shall replace atitsexpenseanystoredmaterials paid forwhichareeither damaged orstolenbefore installation.The CONSULTANT will withinten (10)calendar days afterreceiptofeach partial payment estimate,either certifying inwritingitsapprovalofpaymentandpresentthepartialpaymentestimatetotheOWNER,or returnthe partial payment estimatetothe CONTRACTOR,indicating in writing his reasonsfor refusing toapprove payment Inthelattercase,theCONTRACTORmaymakethenecessarycorrectionsand resubmit the partialpaymentestimate.TheOWNER,will withinthirty(30)calendardaysofpresentation toitofanyapprovedpartialpaymentestimate,paytheCONTRACTORaprogresspaymentonthe basis ofthe approved partial payment estimate The OWNER shall retain ten (10%)percentofthe amount of eachpaymentuntil Final CompletionandAcceptanceof all Work coveredbythe Contract Documents. Any interest earnedontheretainage shall accruetothebenefitoftheOWNER. 14.2 The CONTRACTOR,beforeit shall receive final payment,shall deliver tothe CITY aContractor's Final Payment Affidavitas set forth in the Florida Construction Lien Statute aswellasfinal releases oflien executedby all personswhohaveperformedor furnished labor,servicesormaterials,directlyor Page 21 of28 ©ThomasF.Pepe2014. 4/17/14 indirectly,whichwasincorporatedintothe Work.If any person refuses toprovidesucharelease or provides a conditional release,theCITY shall havethe right toissueajointcheckmade payable to the CONTRACTOR andsuchperson. Contractor's Warranty ofTitle 14.3 The CONTRACTOR warrants and guarantees thattitleto all Work,materials and equipment coveredby an Application for Payment whetherthe Work,material orequipmentis incorporated intheProjector not,shall have passed to theOWNER prior tothe making ofthe Application for Payment,free andclear of all liens,claims,security interest andencumbrances(hereafterintheseGeneralConditions referred to as "Liens");andthatno Work,materials or equipment,coveredby an Application for Payment,will have been acquired bythe CONTRACTOR orbyanyotherperson performing the Work atthesite or furnishing materials and equipment for the Project,under or pursuant to an agreement under whichan interestthereinorencumbrancethereonis retained bythesellerorotherwiseimposedbythe CONTRACTOR orsuch other person. Approval of Payment 14.4 TheCONSULTANT'S approval ofanypaymentrequestedinan Application for Payment shall constitute a representation byhim to the CITY,basedon the CONSULTANT'S onsite observations of the Work in progressasanexperienced professional andonhisreviewof the Application for Payment and supporting data,thatthe Work has progressed tothepoint indicated inthe Application for Payment;that,to the best hisknowledge,informationand belief,the quality of the Work isinaccordancewiththe Contract Documents(subjecttoan evaluation ofthe Work asa functioning Project upon substantial completionas definedinArticle I,totheresultsofanysubsequenttests called forintheContractDocumentsandany qualifications statedinhis approval);andthatthe CONTRACTOR isentitledtopaymentofthe amount approved.However,by approving,anysuchpaymenttheCONSULTANT shall nottherebybedeemed tohave represented thathemadeexhaustiveorcontinuous on-site observationstocheckthequalityor the quantity of the Work,or thathehas reviewed the means,methods,techniques,sequences and proceduresof construction orthathehadmadeanyexaminationtoascertainhoworforwhat purpose the CONTRACTOR hasusedthemoneys paid ortobe paid tohimonaccountoftheContract Price,or thattitletoany Work,materials,orequipmenthas passed to theOWNERfreeandclearofanyliens. 14.5 The CONTRACTOR shall makethe following certification oneachrequestfor payment: "Iherebycertifythatthelaborand materials listedonthis request forpaymenthavebeenusedin the construction ofthis Work andthat all materials included inthis request forpaymentandnot yet incorporatedintotheconstructionarenowonthesiteor stored atanapproved location,andpayment receivedfromthelastrequestforpaymenthasbeenusedtomake payments to all his Subcontractors andsuppliers,except for the amountslistedbelowbeside the namesofthepersons who performed work orsuppliedmaterials". In theeventthatthe CONTRACTOR withholdspaymentfromaSubcontractoror Supplier,the same amountofmoney shall bewithheldfromtheCONTRACTOR'S payment untiltheissueisresolvedby written agreement between them and then ajointcheckshallbemadepayable to the personin question andthe CONTRACTOR inaccordancewith the settlement agreement,otherwise themoney shall be heldbythe OWNER untilajudgmentis entered infavorof the CONTRACTOR ortheperson,inwhich case the money shall bepaid according with said judgment.Nothingcontainedherein shall indicatean intent to benefit anythirdpersonswhoare not signatories to the Contract. 14.6 The CONSULTANT mayrefusetoapprovethewholeoranypartofanypayment if,inits opinion,itis unabletomakesuchrepresentationstothe OWNER asrequiredthisSection 14.Itmay also refuseto approve any payment,oritmay void any prior payment application certification because of subsequently discoveredevidenceor the resultsof subsequent inspectionorteststosuch extent asmaybenecessary inits opinion to protect the OWNER fromlossbecause: 14.6.1 ofDefective Work,orcompleted Work hasbeendamagedrequiring correction orreplacement, 14.6.2 the Work forwhichpaymentisrequestedcannotbe verified, 14.6.3 claimsofLienshavebeenfiledorreceived,or there isreasonable evidence indicating the probable filing orreceipt thereof, 14.6.4 the Contract Price has been reduced because of modifications, 14.6.5 theCITY has correct Defective Work orcompletedtheWorkin accordance withArticle 13. 14.6.6 of unsatisfactory prosecution oftheWork,including failure to clean upas required by paragraphs 6.29 and 6.30, Page22of28 ©Thomas F.Pepe 2014. 4/17/14 14.6.7 ofpersistent failure tocooperatewithothercontractorsontheProjectandpersistentfailureto carry out the Work inaccordancewiththe Contract Documents, 14.6.8 ofliquidateddamagespayableby the CONTRACTOR,or 14.6.9 ofany other violationof,orfailure to complywithprovisionsofthe Contract Documents. 14.7 Priorto Final AcceptancetheOWNER,withtheapprovalofthe CONSULTANT,mayuseany completed or substantially completedportionsofthe Work providedsuchusedoesnotinterferewiththe CONTRACTOR'S completion oftheWork.Such use shall notconstitutean acceptance ofsuchportions of the Work 14.8 The CITY shall havetherightto enter thepremisesforthepurposeofdoing Work notcoveredbythe Contract Documents.This provision shall notbeconstruedas relieving theCONTRACTORof the sole responsibilityfor the careand protection oftheWork,or the restoration ofanydamaged Work except suchasmaybecausedbyagents or employeesoftheOWNER. 14.9 Uponcompletionandacceptanceofthe Work theCONSULTANT shall issueaCertificate attached to thefinal Application forPaymentthatthe Work hasbeenacceptedbyitundertheconditionsofthe Contract Documents.The entire balancefoundtobedue the CONTRACTOR,including the retained percentages,butexceptsuchsumsas may be lawfully retainedbytheOWNER,shall be paid to the CONTRACTOR withinthirty(30)calendar daysofcompletionandacceptanceoftheWork. 14.10 UponTheawardedCONTRACTOR will bestronglyencouragedtoregisterasan ePayables Vendor with the Owner.TheBankofAmericaePayablesSolutionisanautomatedcardpaymentprocess that shifts accountspayable disbursements to corporate purchasingcards.ePayables,streamline the process of making paymentstoyourorganizationgoingforward,theCity will provide the CONTRACTOR witha creditcard account numbertokeepon file.Thiscardhasuniquesecurityfeatures,with$0ofavailable funds until aninvoiceisapprovedforpaymentAfteraninvoicehasreceived proper andcomplete approval,an electronic remittance advicewillbe sent viae-mail,or fax,whichnotifiesthe CONTRACTOR that the funds have been transferred in to the account linked to the card for the amount listedontheinvoiceand/orremittance email.Please refertothe ePayables Questions&AnswersForm containedinthe RFP,ifany,orcontactthe OWNER'S Finance departmentat(305)663-6343 withany questions. Acceptanceof Final PaymentasRelease 14.1 I The Acceptance bythe CONTRACTOR of Final Payment shall be and shall operateasareleasetothe OWNERandawaiverof all claims and all liability tothe CONTRACTOR other than claims previously filed andunresolved.Thewaiver shall include all thingsdoneor furnished inconnectionwith the Work and foreveryactand neglect ofthe OWNER and others relating toor arising outofthisWork.Any payment,however,final or otherwise,shall notreleasethe CONTRACTOR oritssuretiesfromany obligations underthe Contract DocumentsorthePerformance Bond andPayment Bonds. 14.12 The CONSULTANT may void any certification of Substantial Completion or Final Completion ofthe Work asmaybenecessaryinhisopinionto protect theOWNERfromlossifhedetermines,becauseof subsequently discovered evidence ortheresultsofsubsequent inspection ortests,that: 14.12.1 the Work is defective,orthatthecompletedWorkhasbeen damaged duetothefaultofthe CONTRACTOR or any individual orentityoperatingunderorthroughit requiring correction or replacement to the extent thattheprojectisnolonger Substantially Completed,or inthe caseof Final Completion certification,isnolonger Finally Competed. 14.12.2 theWork necessary tobe completed forthepurposeof certifying theworkas being Substantially Completedor Finally Completedcannotbe verified, 14.12.3 claims or Liens have been filed or received,orthereis reasonable evidence indicating the probable filing orreceiptthereofthat,if valid and paid,would reducetheamountowingtothe •CONTRACTOR BY 20%inthecaseof Substantial Completion and 5%inthecaseof Final Completion. 14.12.4 thereis Defective Workthe value of which,ifdeducted from thecontract price would reduce theamount owing tothe CONTRACTOR BY 20%inthecaseof Substantial Completion and 5% inthecaseof Final Completion. 14.13 If the CONSULTANT de-certifies any portion oftheWorkthat was certified ("Initial Certification")by the CONSULTANT,the CONTRACTOR shall repay totheCityofSouth Miami any money paid asa resultof said Initial Certification being issued which shall be paid only when the decertified workisre certified. ARTICLE 15 -SUSPENSION OF WORK AND TERMINATION. Page23of 28 ©Thomas F.Pepe 2014. 4/17/14 15.1 The CITY may,at any time and without cause,suspend theWorkor any portion thereof for aperiodof notmorethanninety(90)calendar days bynoticein writing totheCONTRACTORandthe CONSULTANT,whichshallfix the dateonwhich Work shallbe resumed.The CONTRACTOR shallbe allowed anincreaseintheContract Price or an extensionoftheContractTime,orboth,direcdy attributable to anysuspensionandifa claim istimelymadeandifitisallowedunderthetermsofArticles 11 or Article 12. CityMay Terminate 15.2 IftheCONTRACTORis adjudged bankrupt or insolvent,orifhe makes a general assignment forthe benefitofits creditors,orifatrusteeor receiver is appointed fortheCONTRACTORorforanyits property,orifhe files a petition totake advantage of any debtor's act,orto reorganize under bankruptcy or similar laws,orifherepeatedly fails to supply sufficient skilled workmenor suitable materials or equipment,or ifherepeatedly fails tomakepromptpaymentstoSubcontractorsorfor labor,materialsor equipmentorhe disregards laws,ordinances,rules,regulations orordersofany public body having jurisdiction,orifhe disregards theauthorityoftheCONSULTANT,orifheotherwise violates any provision of,theContractDocuments,thenthe CITY may,without prejudice toanyotherright or remedy and after giving the CONTRACTOR and theSuretyseven(7)calendar days writtennotice, terminate the servicesofthe CONTRACTOR andtakepossessionoftheProjectandof all materials, equipment,tools,constructionequipmentandmachinery thereon ownedbythe CONTRACTOR,and finish the Work bywhatevermethoditmaydeemexpedient In such casetheCONTRACTOR shall not beentitledtoreceiveanyfurtherpayment until the Work is finished.Ifthe unpaid balance ofthe Contract Price exceeds the directandindirectcostsofcompletingtheProject,including compensation for additional professional services,suchexcess shall be paid tothe CONTRACTOR.If such costs exceedsuch unpaid balance,the CONTRACTOR ortheSuretyonthe Performance Bond shall paythe differencetothe OWNER.Suchcosts incurred bythe OWNER shall bedeterminedbythe CONSULTANT andincorporatedinaChangeOrder. Ifafterterminationofthe CONTRACTOR underthisSection,itisdeterminedbya court of competent jurisdictionforanyreason that the CONTRACTOR was not indefault,the rightsandobligationsof the OWNER and the CONTRACTOR shallbe the sameasif the termination hadbeenissued pursuant to Section 15.5 15.3 Where the CONTRACTOR'S serviceshavebeensoterminatedbythe CITY said termination shall not affectanyrightsofthe OWNER against the CONTRACTOR thenexistingorwhichmaythereafter accrue.Anyretentionorpaymentofmoneysby the OWNER duethe CONTRACTOR shall not release the CONTRACTOR from liability. 15.4 Uponseven(7)calendar dayswrittennoticetothe CONTRACTOR andtheCONSULTANT,theCITY may,without causeand without prejudice toanyotherrightorremedy,electtoterminatetheContract fortheconvenienceof the OWNER.Insuchcase,the CONTRACTOR shall be paid for all Work executed andacceptedbytheCITYasofthedateofthetermination,minusanydeductionfor damage or Defective Work.Nopayment shall bemadeforprofitfor Work whichhas not beenperformed. 15.4A TheCITY reserves therightinthe event the CONTRACTOR cannotprovideanitem(s)orservice(s)ina timelymannerasrequested,to obtainthegoodand/orservicesfromothersourcesanddeductingthe cost from the Contract Price without violating the intent of the Contract Removal of Equipment 15.5 In the case of terminationofthis Contract beforecompletionforanycausewhatever,the CONTRACTOR,ifnotifiedtodosobythe CITY,shall promptlyremoveanypartor all ofitsequipment and supplies fromthepropertyoftheOWNER.Should theCONTRACTORnotremovesuch equipmentand supplies,theCITY shall havetherighttoremovethemattheexpenseofthe CONTRACTOR andthe CONTRACTOR agreesthatthe OWNER shall notbe liable forlossor damage tosuchequipmentor supplies.Equipment and supplies shall notbeconstruedto include suchitems for which the CONTRACTOR hasbeen paid in whole orinpart. Contractor MayStop Work or Terminate 15.6 If,throughnoactor fault oftheCONTRACTOR,the Work \s suspended fora period ofmorethan ninety (90)calendar days bytheCITYorbyorderofother public authority,orunder an orderofcourt ortheCONSULTANT fails toactonany Application for Payment withinthirty (30)calendar days afterit issubmitted,orthe OWNER fails topaythe CONTRACTOR anysumapprovedbytheCONSULTANT, Page 24of28 ©Thomas F.Pepe2014. 4/17/14 within thirty(30)calendardaysofits approval,andpresentation,thentheCONTRACTOR may,upon twenty (20)calendar days written notice tothe CITY and the CONSULTANT,terminatetheContract. The CITY mayremedythe delay or neglect within the twenty (20)calendar daytime frame.If timely remediedbythe CITY the Contract shall notbeconsideredterminated.Inlieuofterminating the Contract,if the CONSULTANThas failed toactonan Application forPayment or theOWNERhasfailed tomakeanypaymentasafore said,theCONTRACTOR may uponten (10)calendar days'noticeto the CITYand the CONSULTANTstopthe Work untilithasbeenpaid all amountsthendue. Indemnificationof Independent Consultant. 15.7 TheCONTRACTORandthe CITY hereby acknowledges thatifthe CONSULTANT isanindependent contractor of the OWNER,the CONSULTANT maybereluctanttoruleonanydisputesconcerningthe Contract Documents or on the performanceoftheCONTRACTORorthe OWNER pursuant to the terms of the Contract Documents.Therefore,the OWNER,at the CONSULTANT'S request,agrees to providetheCONSULTANTwithawritten indemnification andholdharmless agreement toindemnify andholdthe CONSULTANT harmless astoany decision inthisregardbeforethe CONSULTANT makes aninterpretation,de-certifiesapayment application,decertifies Substantial Completion,decertifies Final Completion,certifiesaneventof default,orapprovesanyactionwhichrequiresthe approval of the CONSULTANT. ARTICLE 16-MISCELLANEOUS. 16.1 Whenever anyprovisionoftheContractDocumentsrequiresthe giving ofwrittennoticeitshallbe deemedtohavebeen validly givenifdeliveredinpersontothe individual ortoa member ofthefirm or toanofficerof the corporation forwhomitisintended,or ifdeliveredator sent by registered or certifiedmail,postage prepaid,to the lastknownbusinessaddress, 16.2 The Contract Documentsshallremainthe property oftheOWNER.The CONTRACTOR andthe CONSULTANT shallhave the righttokeep one record set of the Contract Documents upon completion of the Project 16.3 ThedutiesandobligationsimposedbytheseGeneralConditions,Special ConditionsandSupplementary Conditions,ifany,andtherightsandremedies available hereunder,and,inparticularbut without limitation,thewarranties,guaranteesand obligations imposed uponCONTRACTORbythe Contract Documents and the rightsandremediesavailable to the OWNER and CONSULTANT thereunder,shall beinadditionto,andshallnotbe construed inanywayasalimitationof,anyrightsand remedies available bylaw,byspecial guarantee or by other provisions ofthe Contract Documents. 16.4 Shouldthe OWNER or the CONTRACTOR sufferinjuryordamagetoits person or property because of any error,omission,oractofthe other orofanyoftheiremployeesoragentsor others forwhoseacts theyare legally liable,claim shallbemadeinwritingtothe other partywithintwentyone (21)calendar daysofthefirst observance ofsuchinjury or damage. ARTICLE 17 -WAIVER OF IURY TRIAL. 17.1 OWNERand CONTRACTOR knowingly,irrevocably voluntarily andintentionallywaiveanyright either mayhave to atrialbyjuryin State or Federal Court proceedingsin respect to anyaction,proceeding, lawsuitor counterclaim arising out ofthe Contract Documents or the performance of the Work thereunder. ARTICLE 18 -ATTORNEYS FEES JURISDICTION /VENUE /GOVERNING LAW. 18.1 The Contract shall beconstruedinaccordancewithandgovernedbythelawof the Stateof Florida. 18.2 Thepartiessubmit to thejurisdictionofany court of competent jurisdiaion inFloridaregardinganyclaim or actionarising out of or relating to the Contract or Contract Documents.Venueofanyactionto enforce the Contract shallbein Miami-Dade County,Florida. 18.3 Exceptasmaybe otherwise provided in the Contract Documents,allclaims,counterclaims,disputesand other matters in question between the OWNER and the CONTRACTOR arising out of or relating to this Contract or thebreach thereof,shallbedecidedina court of competent jurisdictionwithintheState of Florida. ARTICLE 19 -PROJECT RECORDS. 19.1 The CITY shallhaverighttoinspectandcopyduringregularbusinesshoursatOWNER'Sexpense,the booksand records and accounts ofCONTRACTORwhichrelateinanywayto the Project,andtoany claimforadditional compensation madeby CONTRACTOR,andtoconductanauditofthe financial and Page25of28 ©Thomas F.Pepe2014. 4/17/14 accounti rig records tfCOOTRA^CONTRACTOR shall retain and make available to CrTYatf such bocte the Project and to any daim for a period of three (3)years foltotfiigfnal completion of the Project. During the Project and the three (!)year pertcxJ following finaJ com COhffllACrORshafl provide CCT 19.2 CONTRACTOR and all of ttssubco.^^ (s.119.0701)while providing services on behalf ofthe OWN& cmtftiort^shall Incorporate CONTRACTOR and Its subcontractors are spedftcally required to^ andneostiarifyw^ pubfte with aa»s to pi*lix recordsonthe sam provide the records and.*a cm provided by law;(c)Ensure that pu^ records disclosure requiramerttsarenotd^^ requirementsfor retaWngpublterecccds in possession rf the contractor upontem^ro that are exempt or confidential and exempt from public records disclosure requirements,AH records ston^electronically mustbe p^ information technology systems ofthe public agency. 19.3 KCONTRACCTORcrh^subcontractor o^ have the rtyht to enforce thisccmtraa provision by specfa provision shaD bo liable to OVVNERfor te incurred In ail proceedings,whetheradrrinlstrath*or cM ARTICLE 20-SgVgRABILITY 20.1 If any provision ofthe Contract or ifo application thereof to any p*^^ be heM invalid or unenfo^ personsorsituations other thanthoseas to whichit shall havebeenheld Invalid or unenforceableshall notbe affected thereby,and shall continue in fall force ami el^ permittedbylaw. ARTICLE 21 -INDEPENDENT CQNTtlACTOR. 21.1 The CONTRACTOR is an independt^Services provided by the CONTRACTOR shaH beby employees of to C»h^ CONTRACTOR,and notas dfaers*employees,ora responsibilfries,soc/al securfty and heaith insurance,employee benefits,purAaslng pofides and other simibradmtiifetratlvep^ the CONTRACTOR. AWTiCUE 11-ASSIGNMENT, 211 The CONTKACTOR shaH fiotmns^ arising underthe terms,rondltions and provisions ^ O^Manager.The Q1Y will not tmreasonalty CONTRACTOR'S rights.The CITY may,in its sole and absdut^dlscri^ora,refuse to a«ow the CONTRACTOR to assign its duties.obJigatkms and respc^bfliti«.In any event,theCITY shall not consent to such essiviment unless CONTRACTOR i^ the Agreement bythe assignee,the asrignee meets all ofthe CT^ satisfaction and die assignee executes al of the CotitrattDoc^^ by the CONTRACTOR IN WITNESS WHEREOF,die parties hereto have executed the Genend Conditions to acknowledge their Minion as part ofthe Comrra day of ,20 . Page 26of28 O Thome F.Pepe 2014. 4/17/14 Print Signatory's Name^T //artO (Sj&'?4tf£Zs/ OUnoMs F.Pcpe2014 4/17/14 Tide of Signatory:yC^g^^^feL^^" Page 27of28 a Supplementary Conditions Swale Repair on SW 54th Street Consultant:In accordance with ARTICLE I of die General CondWons CONSULTAhTT b defined asthe person identified astheCONSULTANT in theSupptememaiy Ccmdittonsorif rtonc,thenCITYs designated i^preseiwative as Identhled in th^The CONSULTANTS,ifany, and theCity's Designated Representative's name,address,telephone number and facsimile nimiber are as fellows: Consultant-City's Designated Representative RicardoAAyaiavPJ. Capital improvement Project Manager 4795 SW 75 Ave 400 MlanH.R.33155 Phone 305-403-2072 Fax 305-668-7208 TerminatiofiorSubttitutionofConsultanc Nothhgherdnstan prevent the CrTY from terminating the services oftheCONSULTANT or (ram substituting another "person"toactas the CONSULTANT. Plans for Construction:The successful CONTRACTOR w«l befurnished setsof ContraaDoomiemiwnhout charge.Any additional copies required wffl befurnished to the COhniUCTORataooKtotheCC^rrfUCTC^equaltotherepnxfcictioncoit The Scope of Services Is setforth mdw<lociim«it set form inthe attached EXHIBIT I. Contractor shafl oomph/with the insurance and indenmificationreqtilrementtb setforth In me document set forth in the attached EXHIBIT 2 The Work shafl be completed In Jfl cays unless a shorter time is set form In the Contract and insuch event theContract shall take precedent notwithmndi^any pn^slon in the General Conditions to the Contract that may betothe contrary.. IN WITNESS WHEREOF,the parties hereto have executed the Siipplementary Conditions to ackrwvdedge their inclusion as part oftheContract onthis day of .*.,20. D. E. P. O Thomas F.Ftpe 2014. 4/17/14 CQNTRAcrop^/y^fj(sTg$o[jO ^Ajt^ PrintSignatory's Tide of Signatory: OWNER:CITY City Manager Page 28 of 28 EXHIBIT 1 SCOPE OF SERVICES Theswalelocatedat the intersection ofSW64thCTandSW54th Street needs tobere-graded.The dimension of the swale to bere-gradedhasa width of5feetanda length of 85 feet.The attached PDF shows the approximate extent of the workalong the swale.Theswalewillrequiredtobere-gradedas shown in the swale trench detail.Following the detail,the swale will need to be excavated approximately 1.25 feet when the swale isless than 10 feet in width. The work will start from the corner of the fence and itwill extend 85 feet to the east.We need to be verycarefulwith the existingshrubs that areplantedalong the wood fence.Pleaseprovideafee estimate for this work. ^ 2 ^ ^ s ^ x S o 5 50 71 ^ = C/> > ^ O 2 O q .— ^ H 3 > — I I 1 i g 1 D 7J ^ > Q C O o m O 2 » t o e n 7 3 m 5!I 2 o j £ 0 C £ O f |O A V t . V l f N ' 7 5 0 / 5 0 SA N D S O I L M I X r/ 4 * GR A V E L . n i T E R F A 3 & C N O T E S : 1. SW A L E TR E N C H SH A L L BE CO N S T R U C T E D AS PE R DE T A I L FO R SW A L E WI D T H S OF 10 ' MI N I M U M . IF SW A L E VA R I E S IN WID T H AN D IS LE S S TH A N 10 ' , TH E SW A L E TR E N C H CA N BE TR A N S I T I O N E D AN D RE D U C E D TO A MI N I M U M SW A L E WI D T H OF 4' . WH E N TH E WI D T H OF TH E SW A L E IS RE D U C E D , TH E DI F F E R E N C E IN EL E V A T I O N FR O M PR O F I L E GR A D E LI N E TO TH E LO W PO I N T OF SW A L E SH A L L BE 3" . 2. FI E L D IN S P E C T I O N SH A L L BE PE R F O R M E D WH E N FI L T E R FA B R I C IS IN S T A L L E D , GR A V E L LA Y E R IS IN PL A C E AN D PR I O R TO BA C K F I L L I N G EX C A V A T E D AR E A WI T H FI N A L SA N D SO I L L A Y E R . 3. CO N T R A C T O R IS RE S P O N S I B L E TO LO C A T E AN D PR O T E C T Al l EX I S T I N G UT I L I T I E S . EXHIBIT 2 Insurance &Indemnification Requirements 1.01 Insurance A.Without limiting its liability,the contractor,consultant or consulting firm (hereinafter referred to as "FIRM"with regard to Insurance and Indemnification requirements)shall be required to procure and maintain atitsownexpense during the life oftheContract,insurance ofthetypesandintheminimum amountsstatedbelowaswillprotectthe FIRM,from claims whichmayarise out oforresultfromthe contract orthe performance ofthe contract withtheCityofSouth Miami,whether such claim is against the FIRM or any sub-contractor,orby anyone directly or indirectly employed by any ofthemorby anyoneforwhoseactsanyofthemmaybe liable. B.No insurance required bythe CITY shall be issued or written bya surplus lines carrier unless authorized in writing by the CITY andsuch authorization shallbeat the CITY's soleand absolute discretion.The FIRM shall purchase insurance from and shall maintain the insurance with a company or companies lawfully authorized to sell insurance in the State of Florida,on forms approved bythe State of Florida,as will protect the FIRM,ata minimum,from all claims as set forth below which may arise outofor result from the FIRM's operations under the Contract and for which the FIRM may be legally liable,whether such operations be by the FIRM or by a Subcontractor orby anyone directly or indirectly employed by any ofthem,orby anyone forwhose acts any ofthem may be liable:(a)claims under workers1 compensation,disability benefit and other similar employee benefit acts which are applicable totheWork tobe performed;(b)claims for damages because of bodily injury,occupational sickness or disease,or death ofthe FIRM's employees;(c)claims for damages because of bodily injury,sickness or disease,or death of any person other than the FIRM's employees;(d)claims for damages insured by usual personal injury liability coverage;(e)claims for damages,other than totheWork itself,because of injury toor destruction of tangible property,including loss of use resulting there from;(f)claims for damages because of bodily injury,death ofa person or property damage arising outof ownership,maintenance or use ofa motor vehicle;(g)claims for bodily injury or property damage arising outof completed operations;and (h)claims involving contractual liability insurance applicable to the FIRM's obligations under the Contract. 102 Firm's Insurance Generally.The FIRM shall provide and maintain in force and effect until all theWorkto be performed under this Contract has been completed and accepted by CITY (or for such duration as is otherwise specified hereinafter),the insurance coverage written on Florida approved forms and as set forth below: I °3 Workers*Compensation Insurance at the statutory amount as to all employees in compliance with the "Workers'Compensation Law"of the State of Florida including Chapter 440,Florida Statutes,as presently written or hereafter amended,and all applicable federal laws.In addition,the policy (ies)must include:Employers'Liability at the statutory coverage amount.The FIRM shall further insure that all of its Subcontractors maintain appropriate levels ofWorker's Compensation Insurance. 104 Commercial Comprehensive General Liability insurance with broad form endorsement,as well as automobile liability,completed operations and products liability,contractual liability,severability of interest with cross liability provision,and personal injury and property damage liability with limits of $1,000,000 combined single limit per occurrence and $2,000,000 aggregate,including: •Personal Injury:$1,000,000; •Medical Insurance:$5,000 per person; •Property Damage:$500,000 each occurrence; 105 Umbrella Commercial Comprehensive General Liability insurance shall be written on aFlorida approved form with the same coverage as the primary insurance policy but in the amount of $1,000,000 per claim and $2,000,000 Annual Aggregate.Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability policy,without restrictive endorsements,as filed by the Insurance Services Office,and must include: (a)Premises andOperation (b)Independent Contractors (c)Products and/or Completed Operations Hazard (d)Explosion,Collapse and Underground Hazard Coverage 85 (e)Broad Form Property Damage (f)Broad Form Contractual Coverage applicable to this specific Contract,including any hold harmless and/or indemnification agreement. (g)Personal Injury Coverage with Employee and Contractual Exclusions removed,with minimum limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability 106 Business Automobile Liability with minimum limits of One Million Dollars ($1,000,000 00)plus an additional One Million Dollar ($1,000,000.00)umbrella per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability.Umbrella coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy,without restrictive endorsements,as filed by with the state of Florida,and must include: (a)Owned Vehicles. (b)Hiredand Non-Owned Vehicles (c)Employers1 Non-Ownership 1.07 SUBCONTRACTS:The FIRM agrees that if any part of the Work under the Contract is sublet,the subcontract shall contain the same insurance provision as set forth in section 5.1 above and 5.4 below and substituting the word Subcontractor for the word FIRM and substituting the word FIRM for CITY where applicable. 1°8 Fire and Extended Coverage Insurance (Builders'Risk!.IF APPLICABLE: A.In the event that this contract involves the construction ofa structure,the CONTRACTOR shall maintain,with an Insurance Company or Insurance Companies acceptable to the CITY,"Broad"form/All Risk Insurance on buildings and structures,including Vandalism &Malicious Mischief coverage,while in the course of construction,including foundations,additions,attachments and all permanent fixtures belonging to and constituting a part of said buildings or structures.The policy or policies shall also cover machinery,if the cost of machinery is included in the Contract,or if the machinery is located in abuilding that is being renovated by reason of this contract.The amount of insurance must,at all times,be at least equal to the replacement and actual cash value ofthe insured property.The policy shall be in the name of the CITY and the CONTRACTOR,as their interest may appear,and shall also cover the interests of all Subcontractors performing Work. B.All of the provisions set forth in Section 5.4 herein below shall apply to this coverage unless it would be clearly not applicable. 1.09 Miscellaneous: A.If any notice of cancellation of insurance or change in coverage is issued by the insurance company or should any insurance have an expiration date that will occur during the period of this contract,the FIRM shall be responsible for securing other acceptable insurance prior to such cancellation,change,or expiration soasto provide continuous coverage as specified in thissectionandsoasto maintain coverageduring the life of this Contract. B.All deductibles must be declared by the FIRM and must be approved by the CITY.At the option ofthe CITY,either the FIRM shall eliminate or reduce such deductible orthe FIRM shall procure a Bond,in a form satisfactory totheCITY covering the same. C.The policies shall contain waiver of subrogation against CITY where applicable,shall expressly provide that such policy or policies are primary over any other collectible insurance that CITY may have.The CITY reserves the right at any time to request a copy ofthe required policies for review.All policies shall contain a "severability of interest"or "cross liability"clause without obligation for premium payment ofthe CITY as well as contractual liability provision covering the Contractors duty to indemnify theCityasprovidedinthisAgreement. D.Beforestartingthe Work,the FIRM shall delivertotheCITYand CONSULTANT certificatesofsuch insurance,acceptable tothe CITY,as well as the insurance binder,ifoneis issued,the insurance policy, including the declaration page and all applicable endorsements and provide the name,address and telephone number ofthe insurance agent orbroker through whomthe policy was obtained.The insurer shall be rated A.VII orbetterper A.M.Best's Key Rating Guide,latest edition and authorized to issue insurance in the State of Florida.All insurance policies mustbe written on forms approved bythe State of Florida and they must remain in full force and effect for the duration ofthe contract period with the CITY.The FIRM may be required bythe CITY,at its sole discretion,to provide a "certified copy"ofthe Policy (as defined in Article I of this document)which shall include the declaration page and all required endorsements.In addition,the FIRM shall deliver,atthetimeof delivery ofthe insurance certificate,the following endorsements: (I)a policy provision or an endorsement with substantially similar provisions as follows: 86 "The City of 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 tothe City all ofthe coverage that is typically provided under the standard Florida approved forms for commercial general liability coverageAandcoverage B"; (2)a policy provision or an endorsement with substantially similar provisions as follows: "This policy shall notbe cancelled (including cancellation for non-payment of premium), terminated or materially modified without first giving the City of South Miami ten (10)days advanced written notice ofthe intent to materially modify the policy orto cancel or terminate the policy for any reason.The notification shall be delivered tothe City by certified mail,with proofofdeliverytotheCity." E.If the FIRM is providing professional services,such as would be provided by an architect,engineer, attorney,or accountant,to name a few,then in such event and in addition tothe above requirements, the FIRM shall also provide Professional Liability Insurance on a Florida approved form in the amount of $1,000,000 with deductible per claim if any,not to exceed 5%ofthe limit of liability providing for all sums which the FIRM shall become legally obligated to pay as damages for claims arising outof the services or work performed by the FIRM its agents,representatives,Sub Contractors or assigns,or by any person employed or retained by him in connection with this Agreement.This insurance shall be maintained for four years after completion ofthe construction and acceptance of any Project covered by this Agreement.However,the FIRM may purchase Specific Project Professional Liability Insurance,in the amount and under the terms specified above,which is also acceptable.No insurance shall be issued by a surplus lines carrier unless authorized in writing by the city atthe city's sole,absolute and unfettered discretion. Indemnification Requirement A.The Contractor accepts and voluntarily incurs all risks of any injuries,damages,or harm which might arise during the work or event that is occurring on the CITY's property due to the negligence or other fault of the Contractor or anyone acting through oron behalf ofthe Contractor. B.The Contractor shall indemnify,defend,save and hold CITY,its officers,affiliates,employees, successors and assigns,harmless from any and all damages,claims,liability,losses,claims,demands,suits,fines, judgments or cost and expenses,including reasonable attorney's fees,paralegal fees and investigative costs incidental there to and incurred prior to,during or following any litigation,mediation,arbitration and at all appellate levels,which may be suffered by,or accrued against,charged to or recoverable from the City of South Miami,its officers,affiliates,employees,successors and assigns,by reason of any causes of actions or claim of any kind or nature,including claims for injury to,or death of any person or persons and for the loss or damage to any property arising out ofa negligent error,omission,misconduct,or any gross negligence,intentional act or harmful conduct of the Contractor,its contractor/subcontractor or any of their officers,directors,agents,representatives, employees,or assigns,or anyone acting through or on behalf of any of them,arising out of this Agreement, incident to it,or resulting from the performance or non-performance ofthe Contractor's obligations under this AGREEMENT. C.The Contractor shall pay all claims,losses and expenses of any kind or nature whatsoever in connection therewith,including the expense or loss of the CITY and/or its affected officers,affiliates,employees successors and assigns,including their attorney's fees,in the defense of any action in law or equity brought against them and arising from the negligent error,omission,or act of the Contractor,its Sub-Contractor or any of their agents,representatives,employees,or assigns,and/or arising out of,or incident to,this Agreement,or incident to or resulting from the performance or non-performance of the Contractor's obligations under this AGREEMENT. D.The Contractor agrees and recognizes that neither the CITY nor its officers,affiliates,employees, successors and assigns shall be held liable or responsible for any claims,including the costs and expenses of defending such claims which may result from or arise out of actions or omissions ofthe Contractor its contractor/subcontractor or any of their agents,representatives,employees,or assigns,or anyone acting through or on behalf of the them,and arising out of or concerning the work or event that is occurring on the CITY's property.In reviewing,approving or rejecting any submissions or acts of the Contractor,CITY in no way assumes or shares responsibility or liability for the acts or omissions of the Contractor,its contractor/subcontractor or any oftheir agents,representatives,employees,or assigns,or anyone acting through or on behalf of them 87 re ,.^.The Contractor nas the dutv to provide adefense with an attorney or law firm approved by the CityofSouthMiami,which approval will notbe unreasonably withheld. F.However,as to design professional contracts,and pursuant to Section 725.08 (I),Florida Statutes none of the provisions set forth herein above that are in conflict with this subparagraph shall apply and this subparagraph shall set forth the sole responsibility of the design professional concerning indemnification Thus the design professional's obligations as to the City and its agencies,as well as to its officers and employees,is to indemnify and hold them harmless from liabilities,damages,losses,and costs,including,but not limited to reasonable attorneys'fees,to the extent caused by the negligence,recklessness,or intentionally wrongful' conduct ofthe design professional and other persons employed or utilized by the design professional in the performance of the contract. END OF SECTION 88