Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
8
Agenda Item No:8. City Commission Agenda Item Report Meeting Date: January 7, 2020 Submitted by: Aurelio Carmenates Submitting Department: Public Works & Engineering Item Type: Resolution Agenda Section: Subject: A Resolution authorizing the City Manager to negotiate and enter into a contract with Maggolc, Inc for the construction of three (3) concrete bases, earthwork and transportation and installation of three (3) sculptures at Dante Fascell Park. 3/5 (City Manager-Public Works Dept.) Suggested Action: Attachments: Memo for const and inst for Dante Fascell Art in Public Places 12-30-2019F.docx Reso_Const Contract Maggolc DanteFascellArtinPublicPlaces_12-30-2019F-1CArev.docx RFP PW2019 14 DANTE ART IN THE PARK12.19.19.pdf DANTE ART MAGGOLC INC BID DOCS.pdf 1 CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM TO:The Honorable Mayor & Members of the City Commission FROM:Steven Alexander, City Manager DATE:January 7, 2020 SUBJECT:A Resolution authorizing the City Manager to negotiate and enter into a contract with Maggolc, Inc for the construction of three (3) concrete bases, earthwork and transportation and installation of three (3) sculptures at Dante Fascell Park. BACKGROUND:The City of South Miami is a sister City to Medellin, Colombia and as a sister City and to provide Art in Public Places wants to install three (3) sculptures at Dante Fascell Park. The City issued a work order to a professional engineering firm selected during the CCNA process to design the concrete footer and provide grading around the location of the sculptures. A design and construction documents were developed and approved by City Staff and Colombian artists. The construction documents were emailed to various contractors on December 19, 2018. The City received on December 30, 2019, a total of three (3) proposals in response to a solicitation. Pursuant to review, it was determined that Maggolc, Inc., Inc is the most responsive and responsible bidder for this proposal. Below are the top three proposals received: Contractor Bid Price Maggolc, Inc $24,987.50 Bacallao Construction & Engineering $39,096.00 Canyon Construction $75,519.14 A contingency amount of $3,000 will be included over the proposal amount of $24,987.50 to address for unknown factors that may arise during the work. AMOUNT:Amount not to exceed $27,987.50 which includes $3,000 for contingency FUND &ACCOUNT:The expenditure shall be charged to the to the Capital Improvement Program Fund account number 301-2000-572-6450, which has a balance of $851,556.00 prior to this request. ATTACHMENTS:Resolution RFP PW2019-14 Construction Documents with Exhibit 1,2,3,4,5,6 Maggolc, Inc Proposal 2 Page 1 of 2 RESOLUTION NO.:______________________1 2 A Resolution authorizing the City Manager to negotiate and enter into a contract with Maggolc, 3 Inc for the construction of three (3) concrete bases, earthwork and transportation and 4 installation of three (3) sculptures at Dante Fascell Park. 5 6 WHEREAS,the City of South Miami is a sister city to Medellin, Colombia; and 7 WHEREAS,Art in Public Places addresses important goals such as acquiring and exhibiting new public 8 artworks in the City of South Miami; and9 WHEREAS,a design and construction documents were developed and approved by City Staff and the10 Artists; and11 WHEREAS,pursuant to a competitive selection process, it was determined that Maggolc, Inc, submitted a 12 proposal in the amount of $24,987.50 that was the most cost effective; and13 WHEREAS,the City desires to provide a contingency of $3,000 over the proposal amount to address any 14 previously unforeseeable factors that may arise during the work; and15 WHEREAS, the Mayor and City Commission desire to authorize the City Manager to negotiate and enter 16 into a contract with Maggolc Inc., for the transportation and installation of three (3) sculptures at Dante Fascell17 Park for a total amount not to exceed $24,987.50.18 WHEREAS, the expense for this project shall be charged to the Capital Improvement Fund Account 301-19 2000-572-6450 with a current balance of $851,556 prior to this request.20 21 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH 22 MIAMI, FLORIDA THAT:23 Section 1.The City Manager is authorized to negotiate the price, terms and conditions and to execute a 24 contract with Maggolc Inc., for the transportation and installation of three (3) sculptures at Dante Fascell Park for 25 a total amount not to exceed $24,987.50. The City Manager is authorized to expend up to $3,000 to address any 26 condition that the contractor, using reasonable diligence, could not have foreseen when formulating its bid. A copy 27 of the approved form of contract is attached.28 Section 2:Severability.If any section, clause, sentence, or phrase of this resolution is for any reason held 29 invalid or unconstitutional by a court of competent jurisdiction, the holding shall not affect the validity of the 30 remaining portions of this resolution. 31 32 Section 3: Effective Date:This resolution shall be effective immediately upon the time of its adoption. 33 34 35 PASSED AND ADOPTED this _____ day of_______________, 2020. 36 37 ATTEST: APPROVED: 38 39 ___________________________________________40 City Clerk Mayor41 3 Page 2 of 2 42 READ AND APPROVED AS TO FORM COMMISSION VOTE: 43 LANGUAGE, LEGALITY AND EXECUTION Mayor Stoddard: 44 THEREOF Vice Mayor Harris:45 Commissioner Welsh:46 ___________________________Commissioner Liebman: 47 City Attorney Commissioner Gil:48 49 4 EXHIBIT No. 1 SCOPE OF SERVICES Attachment A DANTE FASCELL ART IN THE PARK RFP PW2019-14 Scope of Services & Schedule of Values/Summary of Quantities I. General Requirements: The work specified in this Request for Proposal (RFP) shall consist of furnishing all goods, materials, supplies and services to perform the work described in this RFP. The work is to be performed per specifications and the contract documents. This includes, but is not limited to the furnishing all labor of Contractor and the labor of all allowable subcontractors, and cost of disposal of materials as well as all necessary machinery, tools, transportation, equipment rental and permits, to perform all of the Work described in this RFP and which is necessary to provide a completed project that meets all of the needs described in this Scope of Services. Prior to any digging, Respondents must locate all underground utilities and other facilities as well as contacting Sunshine 811 to coordinate the process between excavators and member utilities in Florida so that they can mark the approximate location of underground lines, pipes and cables on construction site. Permit fees are waived for permits required to be issued directly by the City of South Miami. Permit fees from other government entities, if required, shall be the responsibility of the Respondent/Contractor however, in all cases; it is the responsibility of Respondents/Contractors to secure any and all permits that may be required for this project. The work associated with this project should be reflected in the “Construction Bid Form”, Exhibit 3 and Schedule of Values Form, “Scope of Services,” Exhibit 1, Attachment B. THE CITY WILL AWARD THE ENTIRE PROJECT TO A SINGLE GENERAL CONTRACTOR BASED ON THE LUMP SUM AMOUNT SUBMITTED. II. Scope of Work: The Scope of work includes but it is not limited to transportation and installation of three (3) sculptures to Dante Fascell Park. The installation will require the permitting and construction of the three (3) sculpture concrete footers and placement of the sculpture on the footers. The grade around the concrete footers will be adjusted to allow for proper slope around the concrete footer. 1 of 49 5 Work activity is limited to the hours from 7:00 a.m. through 6:00 p.m., on weekdays from Monday through Saturday. III. Site Location: The project is located Dante Fascell Park, located at 8700 SW 57 Avenue, South Miami, FL 33143. REFER TO “CONSTRUCTION PLANS & DRAWINGS; EXHIBIT 1 “SCOPE OF SERVICES” ATTACHMENT C. IV. Construction Notes: Values utilized for the purpose of this RFP are approximate. Contractor is responsible to field verify the areas, and quantities as per the limits defined by the site plan. WHEN SUBMITTING THE BID PACKAGE, THE RESPONDENT IS TO PROVIDE A LUMP SUM PRICE PER THE SCHEDULE OF VALUES, “SCOPE OF SERVICES” EXHIBIT 1, ATTACHMENT B. WHEN PREPARING AND SUBMITTING THE COMPLETED “SCHEDULE OF VALUES,” THE RESPONDENT SHALL INCLUDE THE CONTINGENCY IN THEIR TOTAL BASE BID. V. Plans and Specifications: Please refer to “Construction Plans and Drawings.” Please refer to Exhibit 1, “Scope of Services” Attachment C.” VI. Project Duration: The complete construction of the project is 15 calendar days from notice to proceed. VII. Warranty: If equipment is being provided, the standard manufacturer’s warranty information must be provided in writing for all equipment being proposed, including installation by an authorized dealer before final payment is made. NOTE: A Performance and Payment Bond is required for the full amount of the project END OF SECTION 2 of 49 6 EXHIBIT No. 1 SCOPE OF SERVICES Attachment B “SCHEDULE OF VALUES” DANTE FASCELL ART IN THE PARK RFP PW2019-14 RESPONDENTS ARE TO COMPLETE THE “SCHEDULE OF VALUES” FORM. 3 of 49 7 EXHIBIT No. 1 SCOPE OF SERVICES Attachment C DANTE FASCELL ART IN THE PARK RFP PW2019-14 “CONSTRUCTION PLANS AND DRAWINGS” 4 of 49 8 5 of 499 6 of 4910 7 of 4911 8 of 4912 9 of 4913 10 of 4914 11 of 4915 EXHIBIT 2 DANTE FASCELL ART IN THE PARK RFP PW2019-14 Insurance & Indemnification Requirements 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 at its own expense during the life of the Contract, insurance of the types and in the minimum amounts stated below as will protect the FIRM, from claims which may arise out of or result from the contract or the performance of the contract with the City of South Miami, whether such claim is agains t the FIRM or any sub-contractor, or by anyone directly or indirectly employed by any of them or by anyone for whose acts any of them may be liable. B. No insurance required by the CITY shall be issued or written by a surplus lines carrier unless authorize d in writing by the CITY and such authorization shall be at the CITY’s sole and 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 by the State of Florida, as will protect the FIRM, at a minimum, from all claims as set forth below which may arise out of or result from the FIRM's operations under the Contract and for which the FIRM may be legally liable, whet her such operations be by the FIRM or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: (a) claims under workers' compensation, disability benefit and other similar employee benefit acts which are applicable to the Work to be performed; (b) claims for damages because of bodily injury, occupational sickness or disease, or death of the 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 to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting there from; (f) claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; (g) claims for bodily injury or property damage arising out of completed operations; and (h) claims involving contractual liability insurance applicable to the FIRM's obligations under the Contract. Firm’s Insurance Generally. The FIRM shall provide and maintain in force and effect until all the Work to be performed under this Contract has been completed and accepted by CITY (or for such duration as is otherwise specified hereinafter), the insurance coverage written on Florida approved forms and as set forth below: 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 of Worker's Compensation Insurance. 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; Umbrella Commercial Comprehensive General Liability insurance shall be written on a Florida approved form with the same coverage as the primary insurance policy but in the amount of $1,000,000 per claim and 12 of 49 16 $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 and Operation (b) Independent Contractors (c) Products and/or Completed Operations Hazard (d) Explosion, Collapse and Underground Hazard Coverage (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. 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) Hired and Non-Owned Vehicles (c) Employers' Non-Ownership 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 these insurance and indemnification requirements, other than the Fire and Extended Coverage Insurance and substituting the word Subcontra ctor for the word FIRM where applicable. Fire and Extended Coverage Insurance (Builders’ Risk), IF APPLICABLE: A. In the event that this contract involves the construction of a structure, the CONTRACTOR shall maintain, with an Insurance Company or Insurance Companies acceptable to the CITY, "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 b elonging 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 a building that is being renovated by reason of this contract. The amount of insurance must, at all times, be at least equal to the replacement and actual cash value of the insured property. The policy shall be in the name of the CITY and the CONTRACTOR, as their interest may appear, and shall also cover the interests of all Subcontractors performing Work. B. All of the provisions set forth in the Miscellaneous section below shall apply to this coverage unless it would be clearly not applicable. 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 so as to provide continuous coverage as specified in this section and so as to maintain coverage during the life of this Contract. B. All deductibles must be declared by the FIRM and must be approved by the CITY. At the option of the CITY, either the FIRM shall eliminate or reduce such deductible or the FIRM shall procure a Bond, in a form satisfactory to the CITY 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 of the required policies for review. All policies shall contain a “severability of interest” or “cross liability” clause without obligation for premium payment of the CITY as well as contractual liability provision covering the Contractors duty to indemnify the City as provided in this Agreement. D. Before starting the Work, the FIRM shall deliver to the CITY and CONSULTANT certificates of such insurance, acceptable to the CITY, as well as the insurance binder, if one is issued, the insurance policy, including the declaration page and all applicable endorsements and provide the name, address and 13 of 49 17 telephone number of the insurance agent or broker through whom the policy was obtained. The insurer shall be rated A.VII or better per A.M. Best’s Key Rating Guide, latest edition and authorized to issue insurance in the State of Florida. All insurance policies must be written on forms approved by the State of Florida and they must remain in full force and effect for the duration of the contract period with the CITY. The FIRM may be required by the CITY, at its sole discretion, to provide a “certified copy” of the Policy (as defined in Article 1 of this document) which shall include the declaration page and all required endorsements. In addition, the FIRM shall deliver, at the time of delivery of the insurance certificate, the following endorsements: (1) a policy provision or an endorsement with substantially similar provisions as follows: “The City of South Miami is an additional insured. The insurer shall pay all sums that the City of South Miami becomes legally obligated to pay as damages because of ‘bodily in jury”, ‘property damage’, or ”personal and advertising injury” and it will provide to the City all of the coverage that is typically provided under the standard Florida approved forms for commercial general liability coverage A and coverage B”; (2) a policy provision or an endorsement with substantially similar provisions as follows: “This policy shall not be 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 of the intent to materially modify the policy or to cancel or terminate the policy for any reason. The notification shall be delivered to the City by certified mail, with proof of delivery to the City.” 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 to the 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% of the limit of liability providing for all sums which the FIRM shall become legally obligated to pay as damages for claims arising out of 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 of the 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 at the 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 or on behalf of the 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 of a negligent error, omission, misconduct, or any gross neg ligence, 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 of the 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 14 of 49 18 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 of the 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 of their agents, representatives, employees, or assigns, or anyone acting through or on behalf of them. E. The Contractor has the duty to provide a defense with an attorney or law firm approved by the City of South Miami, which approval will not be unreasonably withheld. F. However, as to design professional contracts, and pursuant to Section 725.08 (1), 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 of the design professional and other persons employ ed or utilized by the design professional in the performance of the contract. END OF SECTION 15 of 49 19 EXHIBIT 3 DANTE FASCELL ART IN THE PARK RFP PW2019-14 CONSTRUCTION BID FORM THIS PROPOSAL IS SUBMITTED TO: Steven Alexander City Manager City of South Miami 6130 Sunset Drive South Miami, FL 33143 1. If this Proposal is accepted, the undersigned Respondent agrees to enter into a Contract with the City of South Miami in the form included in this Solicitation Package and to perform and furnish all work as specified or indicated in this Solicitation, including as set forth in Exhibit 1 (Scope of Services, Attachment A, B & C) for the Proposed Price as set forth below, within the Contract Time and in accordance with the other terms and conditions of the Solicitation Package. 2. Respondent accepts all of the terms and conditions of the Solicitation and Instructions to Respondents, including without limitation those dealing with the disposition of Proposal/Bid Bond, if required. This Proposal will remain subject to acceptance for 180 calendar days after the day of the Proposal Opening. The Respondent, by signing and submitting this proposal, agrees to all of the terms and conditions of the form of contract that is a part of the Solicitation package with appropriate changes to conform to the information contained in this Bid Form. Respondent agrees to sign and submit the Bonds, if required by this Solicitation, required insurance documents, and other documents required by the Solicitation, including the Contract if not already submitted, within ten (10) calendar days after the date of the City ’s Notice of Award. 3. In submitting this Proposal, Respondent represents that: a. Respondent has examined copies of all the Solicitation Documents and of the following Addenda, if any (receipt of all which is hereby acknowledged.) Addendum No. Dated: b. Respondent has familiarized himself with the nature and extent of the Contract Documents, the proposed work, site, locality, and all local conditions and laws and regulations that in any manner may affect cost, progress, performance or furnishing of the Work. c. Subsurface conditions: If applicable to this Solicitation, the Respondent represents that: i. Respondent has studied carefully all reports and drawings, if applicable, of subsurface conditions and drawings of physical conditions. ii. Respondent has obtained and carefully studied (or assumes respons ibility for obtaining and carefully studying) all such examinations, investigations, explorations, tests and studies in addition to or to supplement those referred to in this paragraph which pertain to the subsurface or physical conditions at the site or otherwise may affect the cost, progress, performance, or the furnishing of the Work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents. The Respondent hereby acknowledges that no additional examinations, investigations, explorations, tests, reports or similar information or data are, or will, be required by Respondent for any reason in connection with the Proposal. The failure of the Respondent to request a pre-bid marking of the construction site by any or all utility companies shall create an irrefutable presumption that the Respondent’s bid, or proposal price, has taken into consideration all possible 16 of 49 20 underground conditions and Respondent, if awarded the contract, shall not be en titled to a change order for any such condition discovered thereafter. iii. Respondent has correlated the results of all such observations, examinations, investigations, explorations, tests, reports and studies with the terms and conditions of the Contract Docu ments. iv. Respondent has reviewed and checked all information and data shown or indicated in the Solicitation Package or in the Contract Documents with respect to existing Underground Facilities or conditions at or contiguous to the site and assumes responsib ility for the accurate location of all Underground Facilities and conditions that may affect the Work. No additional examinations, investigations, explorations, tests, reports or similar information or data in respect to any Underground Facilities or conditions are, or will be, required by Respondent in order to perform and furnish the Work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents unless the Proposal specifically states that the contract price is subject to adjustment for future discovery of underground facilities and/or conditions that affect the cost of the Work and unless the respondent makes a written request to the City for additional information prior to submitting the bid or proposal as required in subsection ii above, d. Respondent has given the City written notice of all conflicts, errors or discrepancies that it has discovered in the Contract Documents and, if any conflicts, errors or discrepancies have been found and notice given, the Respondent represents, by submitting its proposal to the City, that the Respondent has received sufficient notice of the resolution thereof from the City, that such resolution is acceptable to Respondent and that the Respondent waives any claim regarding the conflicts, errors or discrepancies. e. This Proposal is genuine and not made in the interest of or on behalf of any undisclosed person, firm or corporation and is not submitted pursuant to any agreement or rules of any group, associat ion, organization, or corporation; Respondent has not directly or indirectly induced or solicited any other Respondent to submit a false or sham Proposal; Respondent has not solicited or induced any person, firm or corporation to refrain from responding; and Respondent has not sought by collusion or otherwise to obtain for itself any advantage over any other Respondent or over the CITY. 4. Respondent understands and agrees that the Contract Price is the amount that it needs to furnish and install all of the Work complete and in place. The Schedule of Values, if required, is provided for the purpose of Proposal Evaluation and when initiated by the CITY, it shall form the basis for calculating the pricing of change orders. The Contract Price shall not be adjusted in any way so as to result in a deviation from the Schedule of Values, except to the extent that the CITY changes the Scope of the Work after the Contract Date. As such, the Respondent shall furnish all labor, materials, equipment, tools, superintendence and services necessary to provide a complete, in place, Project for the Proposal Price. If this Solicitation requires the completion of a Respondent Cost and Technical Proposal, if any, as may be set forth in in an exhibit to this Solicitation, such proposal must be attached to this Construction Bid Form and will take the place of the Lump Sum Price, otherwise, the Contract Price for the completed work is as follows: LUMP SUM BASE PRICE: ______________________ dollars and ________________cents Alternates: #1__________________ #2______________________________ A fee breakdown for each task included in the lump sum contract price, if applicable, must be provided. Failure to provide this information shall render the proposal non-responsive. 5. The ENTIRE WORK for this project is in accordance with Exhibit 1, Scope of Services, Attachment A B & C and shall be completed, in full, within 15 calendar days from the commencement date set forth in the NOTICE TO PROCEED. Failure to complete the entire work during the described time period shall result in the assessment of liquidated damages as may be set forth in the Contract. 6. Insert the following information for future communication with you concerning this Proposal: 17 of 49 21 RESPONDENT: Address: Telephone: Facsimile: Contact Person 7. The terms used in this Proposal which are defined in the Contract shall have the same meaning as is assigned to them in the Contract Documents, unless specifically defined in this Solicitation Package. 8. If a Respondent’s Cost & Technical Proposal, if any, is required by the Solicitation, Respondent hereby certifies that all of the facts and responses to the questions posed in the Cost & Technical Proposal, if such an exhibit is made a part of the Solicitation, are true and correct and are hereby adopted as part of this Construction Bid Form, and are made a part of this proposal, by reference. 9. By submitting this proposal, I, on behalf of the business that I represent, hereby agree to the terms of the form of contract contained in the Solicitation package and I agree to be bound by those terms, with any appropriate blank boxes, if any, checked and any blank lines filled in with the appropriate information contained in the Solicitation Documents and this Proposal, or such information that the City and I have agreed upon in the course of contract negotiations and which have been confirmed by the City in writing, including e-mail confirmation, if any. I hereby certify under penalty of perjury that I am the lawful representative of the business entity referenced in this Bid Form, that I have authority to bid for that entity, that I have authority to sign contracts for that entity and bind it to those contract terms and that all of the information and representations contained herein are true and correct to the best of my knowledge, information and belief. SUBMITTED THIS DAY OF 20____. PROPOSAL SUBMITTED BY: Company Telephone Number Name of Person Authorized to Submit Proposal Fax Number Signature Email Address Title END OF SECTION 18 of 49 22 EXHIBIT 4 CONSTRUCTION CONTRACT DANTE FASCELL ART IN THE PARK RFP PW2019-14 THIS CONTRACT was made and entered into on this _________ day of _________________, 20____, by and between _________________________________________________ (hereafter referred to as “Contractor”), and the City of South Miami (hereafter referred to as “Owner”), through its City Manager (hereafter referred to as “City”). . WITNESETH: That, the Contractor, for the consideration hereinafter fully set out, hereby agrees with the Owner as follows: 1. The Contractor shall furnish all labor, materials, equipment, machinery, tools, apparatus, transportation and any other items necessary to perform all of the work shown on and described in the Contract Documents and shall do everything required by this Contract and the other Contract Documents hereinafter referred to as the Work. 2. The Contract Documents shall include this Contract, General Conditions to the Contract, if any, the drawings, plans, specifications and project manual, if any, any supplementary or special conditions, other documents referring to this contract and signed by the parties , the solicitation documents (“hereinafter referred to as “Bid Documents”) and any documents to which those documents refer which are used by the Owner as well as any attachments or exhibits that are made a part of any of the documents described herein. 3. The Contractor shall commence the Work to be performed under this Contract on a date to be specified in a Notice to Proceed and shall complete all Work hereunder within the length of time set forth in the Contract Documents. 4. The Owner hereby agrees to pay to the Contractor for the faithful performance of this Contract, subject to additions and deductions as provided in the Contract Documents and any properly approved, written change orders, in lawful money of the United States, the Lump Sum amount of: ______________________________________________________________Dollars ($_________________. __) (Spell Dollar Amount above) (“Contract Price”). 5. The expenses of performing Work after regular working hours, and on Sunday and legal holidays shall be included in the Contract Price. The City may demand, at any point in time, that any part, or all, of the Work be performed after regular working hours. In such event, the Respondent shall have no right to additional compensation for such work. However, nothing contained herein shall authorize work on days and during hours that are otherwise prohibited by ordinance unless specifically authorized or instructed in writing by the City. 6. If the Work is expected to require more than one month, the Owner shall make monthly partial payments to the Contractor on the basis of a duly certified and approved schedule of values for the Work performed during each calendar month by the Contractor, less the retainage (all as provided for in the Contract Documents), which is to be withheld by the Owner until completion and acceptance of the complete project in accordance with this Contract and the other Contract Documents and until such Work has been accepted by the City. 7. Upon submission by the Contractor of evidence satisfactory to the Owner that all labor, material, and other costs incurred by the Contractor in connection with the construction of the Work have been paid in full, and after compliance with the terms for payment provided for in the Contract Documents, final payment on account of this Contract shall be made within seventy five (75) 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 completed in 15 calendar days. In the event that the Contractor shall fail to complete the Work within the time limit stipulated in the Contract Documents, or the extended time limi t 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 $2,500 per dollars per day, plus any monies paid by the Owner to the Consultant, if any, for additional engineering and inspection services, if any, associated with such delay. 19 of 49 23 9. It is 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 so to do, furnish an additional bond or bonds in such form and amount and with such Surety or Sureties as shall be satisfactory to the City. In such event, no further payment to the Contractor shall be deemed to be due under this Contract until such new or additional security for the faithful performance of the Work is furnished in the manner and in the form satisfactory to the City. 10. No additional Work or extras shall be done unless the same is duly authorized in writing, and in advance of the work, by appropriate action by the City and in accordance with the Con tract Documents. 11. The date that this contract was “made and entered into” and its effective date is the date that the contract is the signed by the City or, if the contract is required to be approved by resolution of the City Commission, then the Effective Date is the date of the resolution approving the Contract whichever is the later date. IN WITNESS WHEREOF, the parties hereto have executed this Contract on the day and date set forth next to their name below and may be signed in one or more counterparts, each of which shall, without proof or accounting for the other counterpart, be deemed an original Contract. CONTRACTOR: _______________________________ Signature: ________________________________ Print Signatory’s Name: ________________________________ Title of Signatory: ________________________________ ATTESTED: OWNER: CITY OF SOUTH MIAMI Signature: _______________________ Signature: ______________________ Nkenga Payne Steven Alexander City Clerk City Manager Read and Approved as to Form, Language, Legality, and Execution Thereof: Signature: ________________________ City Attorney 20 of 49 24 EXHIBIT 5 CONSTRUCTION CONTRACT GENERAL CONDITIONS CONSTRUCTION CONTRACT DANTE FASCELL ART IN THE PARK RFP PW2019-14 ARTICLE 1 – DEFINITIONS Whenever used in these General Conditions or in the other Contract Documents, the following terms shall have the meaning indicated. These definitions shall always apply when the section of the Contract specifically refers to this Article for the purpose of interpreting a word or group of words in that section of the Contract Document. However, when the section of the Contract, where the word to be defined is used, does not specifically refers to this Article to define the word or group of words, the definitions contained in this Article shall not apply unless the word or group of words, in the context of it or their use in the Contract Document in question, i s/are ambiguous and open for interpretation. In addition, these definitions shall also not apply to interpret terms in a specific provision of a Contract Document if that specific provision contains a definition of these terms: Addenda: Written or graphic documents issued prior to the Bid Opening which modify or interpret the Contract Documents, Drawings and Specifications, by addition, deletions, clarifications or correction. Application for Payment: A form approved by the CONSULTANT, if any, or the City Manager which is to be used by the CONTRACTOR in requesting progress payments. Bid: The offer or proposal of the Bidder submitted on the prescribed form setting forth the prices and other terms for the Work to be performed. Bidder: Any person, firm or corporation submitting a response to the Owner’s solicitation for proposals or bids for Work. Bid Documents: The solicitation for bids or proposals and all documents that make up the solicitation including the instructions, form of documents and affidavits. Bonds: Bid bond, performance and payment bonds and other instruments of security, furnished by the CONTRACTOR and its surety in accordance with the Contract Documents and in accordance with the laws of the State of Florida. Change Order: A written order to the CONTRACTOR signed by the City Manager authorizing an addition, deletion or revision in the Work, or an adjustment in the Contract Price or the Contract Time issued after execution of the Contract. Work Order Proposals: Written proposals from the CONTRACTOR in response to orders or request for work based on the Scope of the Work provided by the City to the CONTRACTOR. The proposal includes line item pricing, where there are multiple locations, and the timeframe for completing the work. CITY: The City Manager for the City of South Miami, 6130 Sunset Drive, South Miami, FL 33143, unless the context wherein the word is used should more appropriately mean the City of South Miami. Construction Observer: An authorized representative of the CONSULTANT, if any, or otherwise a representative of the City assigned to observe the Work performed and materials furni shed by the CONTRACTOR. The CONTRACTOR shall be notified in writing of the identity of this representative. Contract Documents: The Contract Documents shall include the Contract between the Owner and the Contractor, other documents listed in the Contract and modifications issued after execution of the Contract as well as all Bid Documents including but not limited to the solicitation for Bid, CONTRACTOR’S Bid, the Bonds, Insurance endorsements, Insurance Certificates and policies, the Notice of Award, the Notice to Proceed, the General Conditions, Special Conditions, if any, any Supplementary Conditions, the Technical Specifications, Drawings, including any incorporated specifications, addenda to the drawings issued prior to execution of the Contract, Change Orders, Construction Change Directives and any written order for a minor change in the Work, and written modifications to any of the Contract Documents. Contract Price: The total moneys payable to the CONTRACTOR pursuant to the terms of the Contract Documents. Contract Time: The number of calendar days stated in the Contract for the completion of the Work. Contracting Officer: The individual who is authorized to sign the contract documents on behalf of the OWNER. CONTRACTOR: The person, firm or corporation with whom the OWNER has executed the Contract. 21 of 49 25 CONSULTANT: The person identified as the CONSULTANT in the Supplementary Conditions or, if none, then CITY’s designated representative as identified in the Supplementary Conditions. Day: A period of twenty-four hours measured from the beginning of the day at 12:01 a.m. and it shall be presumed to be a calendar day unless specifically designated as a business day. Days: The number of twenty-four (24) hour periods following the event to which the word “days” refers commencing at 12:01 a.m. at the start of the next day. Therefore, in computing any period of time prescribed or allowed by the Contract Documents, the day of the act, event or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included unless it is a Saturday, Sunday or legal holiday, in which event the period shall run until the end of the next business day that is not a Saturday, Sunday or legal holiday. 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 permitted by the Contract Documents. Drawings: The drawings which show the character and Scope of the Work to be performed and which have been prepared or approved by the CONSULTANT, or if none, then by an architect or engineer hired by the City and are referred to in the Contract Documents. Field Order: A written order issued by the CONSULTANT which clarifies or interprets the Contract Documents in accordance with Paragraph 9.3 or orders minor changes in the Work in accordance with paragraph 10.2. Modification: (a) A written amendment of the Contract Documents signed by both parties, (b) a Chang e Order signed by both parties, (c) a written clarification or interpretation if issued by the CONSULTANT in accordance with paragraph 9.3 or (d) a written order for minor change or alteration in the Work issued by the CONSULTANT pursuant to Paragraph 10.2. A modification may only be issued after execution of the Contract, it must be in writing and signed by the party against whom the modification is sought to be enforced. Non-conforming Work means work that does not conform to the Contract Documents and includes work that is unsatisfactory, faulty, or deficient or that does not meet the requirements of any applicable inspection, reference standard, 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 CONSULTANT’s recommendation of final payment (unless responsibility for the protection thereof has been assumed in writing by CITY). Notice of Award: The written notice by CITY to the apparent successful Bidder stating that upon compliance with the conditions precedent to be fulfilled by it within the time specified, CITY will execute and deliver the Contract to him. Notice to Proceed: A written notice given by CITY to CONTRACTOR (with copy to CONSULTANT) fixing the date on which the Contract Time shall commence to run and on which CONTRACTOR shall start to perform its obligations under the Contract Documents. Person: An individual or legal entity. Project: The entire construction operation being performed as delineated in the Contract Documents. Policy: The term “policy” as used in the Contract Documents shall mean the insurance binder, if it is issued, the declaration page of the policy and the body of the policy, including all endorsements. RFP: Request for Proposal. Scope of Services. This phrase refers to the scope of the services or work to be performed and it has the same meaning as Scope of the Work unless the context in which the phase is used clearly means otherwise. Shop Drawings: All drawings, diagrams, illustrations, brochures, schedules and other data which are prepared by the CONTRACTOR, a Subcontractor, manufacturer, supplier, or distributor, and which illustrate the equipment, material or some portion of the work and as required by the Contract Documents. Samples: Physical examples which illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. Specifications: Those portions of the Contract Documents consisting of written technical descriptions of materials, equipment, construction systems, standards and workmanship as applied to the Work. Subcontractor: An individual, firm or corporation having a direct contract with CONTRACTOR or with any other Subcontractor for the performance of a part of the Work at the construction site. 22 of 49 26 Substantial Completion: The date, as certified by the CONSULTANT, when the construction of the Project or a certified part thereof is sufficiently completed, in accordance with the Contract Documents, so that the Project, or a substantial part, can be utilized for the purposes for which it was intended without restriction or limitation to any degree, other than for the repair of minor “punch list” items; or if there be no such certification, the date when final payment is due in accordance with paragraph 14.9. However, in no event shall the project or portion thereof, be deemed to be substantially completed until a certificate of occupancy or certificate of use is lawfully issued by the applicable governmental agency. A certificate of Substantial Completion, issued by the CONSULTANT, shall be null and void if it is based on false, misleading or inaccurate information, from any source, or when it would not have been issue but for the consideration of Work that i s thereafter found to be defective to a degree greater than that which would normally to be considered by the City to be minor “punch list” work. Supplier: Any person or organization who supplies materials or equipment for the Work, including the fabricat ion of an item, but who does not perform labor at the site of the Work. Surety: The individual or entity who is an obligor on a Bond and who is bound with the CONTRACTOR for the full and faithful performance of the Contract and for the payment of all labor, services and materials used on the project. Work: Any and all obligations, duties and responsibilities necessary for the successful performance and completion of the Contract. Notice: The term “Notice” as used herein shall mean and include all written notices, demands, instructions, claims, approvals and disapprovals required to obtain compliance with Contract requirements. Written notice shall be deemed to have been duly served if delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or to an authorized representative of such individual, firm, or corporation, or if delivered at or sent by registered mail to the last known business address. Unless otherwise stated in writing, any notice to or demand upon the OWNER under this Contract shall be delivered to the City Manager and the CONSULTANT. ARTICLE 2 – PRELIMINARY MATTERS Award: 2.1 The CITY reserves the right to reject any and all Bids, at its sole discretion. Bids shall be awarded by the CITY to the lowest responsive and responsible Bidder. No Notice of Award shall be given until the CITY has concluded its investigation, as it deems necessary, to establish, to the satisfaction of the CITY, which Bidder is the most responsive and responsible of all the Bidders to complete the Work within the time prescribed and in accordance with the Contract Documents. The CITY reserves the right to reject the Bid of any Bidder who is not believed to be, in the sole discretion and satisfaction of the City, to be sufficiently responsible, qualified and financial able to perform the work. In analyzing a Bid, the CITY may also take into consideration alternate and unit prices, if requested by the Bid forms. If the Contract is awarded, the CITY shall issue the Notice of Award and give the successful Bidder a Contract for execution within ninety (90) day after opening of Bids. Execution of Contract: 2.2 At least four counterparts of the Contract, the Performance and Payment Bond, the Certificates of Insurance, the Binder of Insurance if issued, the Insurance Declaration Page if not included in the Policy of Insurance, the Policy of Insurance required by the Contract Documents, the written notice of designated supervisor or superintendent as provided in Section 6.1 of the General Conditions and such other Documents as required by the Contract Documents shall be executed and delivered by CONTRACTOR to the CITY within ten (10) calendar days of receipt of the Notice of Award. A Contract Document that requires the signature of a party may be executed in counterparts separately by each of the parties and, in such event, each counterpart separately executed shall, without proof or accounting for the other counterpart be deemed an original Contract Document. Forfeiture of Bid Security/Performance and Payment Bond, if any are required by the applicable RFP: 2.3 Within ten (10) calendar days of being notified of the Award, CONTRACTOR shall furnish a Performance Bond and a Payment Bond containing all the provision s of the Performance Bond and Payment Bond attached. 2.3.1 Each Bond shall be in the amount of one hundred percent (100%) of the Contract Price guaranteeing to OWNER the completion and performance of the Work covered in such Contract 23 of 49 27 as well as full payment of all suppliers, material man, laborers, or Subcontractor employed pursuant to this Project. Each Bond shall be with a Surety company whose qualifications meet the requirements of Sections 2.3.4, 2.3.5, and 2.3.6. 2.3.2 Each Bond shall continue in effect for five years after final completion and acceptance of the Work with the liability equal to one hundred percent (100%) of the Contract Sum. 2.3.3 Pursuant to the requirements of Section 255.05(1), Florida Statutes, CONTRACTOR shall ensure that the Bond(s) referenced above shall be recorded in the public records of Miami-Dade County and provide CITY with evidence of such recording. 2.3.4 Each Bond must be executed by a surety company authorized to do business in the State of Florida as a surety, having a resident agent in the State of Florida and having been in business with a record of successful continuous operation for a least five (5) years. 2.3.5 The surety company shall hold a current certificate of authority as acceptable surety on federal bonds in accordance with the United States Department of Treasury Circular 570, current revisions. 2.3.6 The CITY shall only be required to accept a surety bond from a company with a rating A. VII or better. 2.3.7 Failure of the successful Bidder to execute and deliver the Contract, and deliver the required bonds and Insurance documents shall be cause for the CITY to annul the Notice of Award and declare the Bid and any security therefore forfeited. Contractor’s Pre-Start Representation: 2.4 CONTRACTOR represents that it has familiarized itself with, and assumes full responsibility for having familiarized itself with the nature and extent of the Contract Documents, Work, locality, and with all local conditions and federal, state and local laws, ordinance, rules and regulations that may in any manner affect performance of the Work, and represents that it has correlated its study and observations with the requirements of the Contract Documents. CONTRACTOR also represents that it has studied all surveys and investigations, reports of subsurface and latent physical conditions referred to in the specifications and made such additional surveys and investigations as it deems necessary for the performance of the Work reflected in the Contract Documents and that h e has correlated the results of all such data with the requirements of the Contract Documents. Commencement of Contract Time: 2.5 The Contract Time shall commence to run on the date stated in the Notice to Proceed. Starting the Project: 2.6 CONTRACTOR shall start to perform its obligations under the Contract Documents on the date the Contract Time commences to run. No Work shall be done at the site (as defined in Article 1), prior to the date on which the Contract Time commences to run, except with the written consent of the CITY. Before Starting Construction: 2.7 Before undertaking each part of the Work, CONTRACTOR shall carefully study and compare the Contract Documents and check and verify pertinent figures shown thereon and all applicabl e field measurements and conditions. It shall at once report in writing to CONSULTANT any conflict, error, or discrepancy which it may discover. Neither the OWNER nor the CONSULTANT shall be liable for any harm, damage or loss suffered by CONTRACTOR as a result of its failure to discover any conflict, error, or discrepancy in the Drawings or Specifications nor shall the CONTRACTOR be entitle d to any compensation for any harm, damage or loss suffered by the CONTRACTOR due to any conflict, error, or discrepancy in the Contract Documents. Schedule of Completion: 2.8 Within Five (5) business days after delivery of the Notice to Proceed by CITY to CONTRACTOR, CONTRACTOR shall submit to CONSULTANT for approval, an estimated construction schedule indicating the starting and completion dates of the various stages of the Work, and a preliminary schedule of Shop Drawing submissions. The CONSULTANT shall approve this schedule or require revisions thereto within seven (7) calendar days of its submittal. If there is more than one CONTRACTOR 24 of 49 28 involved in the Project, the responsibility for coordinating the Work of all CONTRACTORS shall be provided in the Special Conditions. 2.9 Within five (5) business days after delivery of the executed Contract by CITY to CONTRACTOR, but before starting the Work at the site, a pre-construction conference shall be held to review the above schedules, to establish procedures for handling Shop Drawings and other submissions, and for processing Applications for Payment, and to establish a working understanding between the parties as to the Project. Present at the conference will be the CITY’S representative, CONSULTANT, Resident Project Representatives, CONTRACTOR and its Superintendent. Qualifications of Subcontractors, Material men and Suppliers: 2.10 Within five (5) business days after bid opening, the apparent lowest responsive and responsible Bidder shall submit to the CITY and the CONSULTANT for acceptance a list of the names of Subcontractors and such other persons and organizations (including those who are to furnish principal items of materials or equipment) proposed for those portions of the Work as to which the identity of Subcontractors and other persons and organizations must be submitted as specified in the Contract Documents. Within thirty (30) calendar days after receiving the list, the CONSULTANT will notify the CONTRACTOR in writing if either the CITY or the CONSULTANT has reasonable objection to any Subcontractor, person, or organization on such list. The failure of the CITY or the CONSULTANT to make objection to any Subcontractor, person, or organization on the list within thirty (30) calendar days of the receipt shall constitute an acceptance of such Subcontractor, person or organization. Acceptance of any such Subcontractor, person or organization shall not constitute a waiver of any right of the CITY or the CONSULTANT to reject defective Work, material or equipment, or any Work, material or equipment not in conformance with the requirements of the Contract Documents. 2.11 If, prior to the Notice of Award, the CITY or the CONSULTANT has reasonable objection to any Subcontractor, person or organization listed, the apparent low Bidder may, prior to Notice of Award, submit an acceptable substitute without an increase in its bid price. 2.12 The apparent silence of the Contract Documents as to any detail, or the apparent omission from them of a detailed description concerning any Work to be done and materials to be furnished, shall be regarded as meaning that only best practices are to prevail and only materials and workmanship of the best quality are to be used in the performance of the Work. ARTICLE 3–CORRELATION, INTERPRETATION AND INTENT OF CONTRACT DOCUMENTS 3.1 It is the intent of the Specifications and Drawings to describe a complete Project to be constructed in accordance with the Contract Documents. The Contract Documents comprise the entire Contract between the OWNER and the CONTRACTOR. They may be altered only by a modification as defined in Article 1. 3.2 The Contract Documents are complementary; what is called for by one is as binding as if called for by all the documents. If CONTRACTOR finds a conflict, error or discrepancy in the Contract Documents, it shall, before proceeding with the Work affected thereby, immediately call it to the CONSULTANT’s attention in writing. The various Contract Documents are complementary; in case of conflict, error or discrepancy, the more stringent interpretation and requirement that shall provide the maximum benefit to the Owner shall apply 3.3 The words “furnish” and “furnish and install”, “install”, and “provide” or words with similar meaning shall be interpreted, unless otherwise specifically stated, to mean “furnish and install complete in place and ready for service”. 3.4 Miscellaneous items and accessories which are not specifically mentioned, but which are essential to produce a complete and properly operating installation, or usable structure, providing the indicated functions, shall be furnished and installed without change in the Contract Price. Such miscellaneous items and accessories shall be of the same quality standards, including material, style, finish, strength, class, weight and other applicable characteristics, as specified for the major component of which the miscellaneous item or accessory is an essential part, and shall be approved by the CONSULTANT before installation. The above requirement is not intended to include major components not covered by or inferable from the Drawings and Specifications. 25 of 49 29 3.5 The Work of all trades under this Contract shall be coordinated by the CONTRACTOR in such a manner as obtain the best workmanship possible for the entire Project, and all components of the Work shall be installed or erected in accordance with the best practices of the particular trade. 3.6 The CONTRACTOR shall be responsible for making the construction of habitable structures under this Contract rain proof, and for making equipment and utility installations properly perform the specified function. If the CONTRACTOR is prevented from complying with this provision due to the Drawings or Specifications, the CONTRACTOR shall immediately notify the CONSULTANT in writing of such limitations before proceeding with construction in the area where the problem exists. 3.7 Manufacturer’s literature, when referenced, shall be dated and numbered and is intended to establish the minimum requirements acceptable. Whenever reference is given to codes, or standard specifications or other data published by regulating agencies or accepted organizations, including but not limited to National Electrical Code, applicable State Building Code, Florida Building Code, Federal Specifications, ASTM Specifications, various institute specifications, and the like, it shall be understood that s uch reference is to the latest edition including addenda in effect on the date of the Bid. 3.8 Brand names where used in the technical specifications, are intended to denote the standard or quality required for the particular material or product. The term "equal" or "equivalent", when used in connection with brand names, shall be interpreted to mean a material or product that is similar and equal in type, quality, size, capacity, composition, finish, color and other applicable characteristics to the material or product specified by trade name, and that is suitable for the same use capable of performing the same function, in the opinion of the CONSULTANT, as the material or product so specified. Proposed equivalent items must be approved by CONSULTANT before they are purchased or incorporated in the Work. (When a brand name, catalog number, model number, or other identification, is used without the phrase "or equal", the CONTRACTOR shall use the brand, make and model specified). 3.9 Throughout this agreement the male pronoun may be substituted for female and neuter and vice versa and the singular words substituted for plural and plural words substituted for singular wherever applicable. 3.10 All technical interpretations shall be made by the CONSULTANT as set forth in Section 9.3 below. 3.11 The CONTRACTOR shall have advised the CONSULTANT, prior to performing any work involving a conflict in the Contract Documents and the CONSULTANT shall make the final decision as to which of the documents shall take precedence. In the event that there is a conflict between or among the Contract Documents, only the latest version shall apply and the latest version of the Contract Documents. The CONSULTANT shall use the following list of Contract Documents as a guide. These documents are set forth below in the order of their precedence so that all the documents listed above a given document should have precedence over all the documents listed below it. (a) Change Orders (b) Amendments/addenda to Contract (c) Supplementary Conditions, if any (d) Contract with all Exhibits thereto (e) General Conditions (f) Written or figured dimensions (g) Scaled dimensions (h) Drawings of a larger scale (i) Drawings of a smaller scale (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 of the CONTRACTOR. Easements for permanent structures or permanent changes in existing facilities will be obtained and paid for by the OWNER, unless otherwise specified in the Contract Documents. Other access to such lands or rights-of-way for the CONTRACTOR'S convenience shall be the 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. 26 of 49 30 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 at the site, the conformation and conditions of the ground, the character of equipment and facilities needed preliminary to and during prosecution of the Work. The CONTRACTOR further acknowledges that he has satisfied himself as to the character, quality and quantity of surface and subsurface materials or obstacles to be encountered insofar as this information is reasonably ascertainable from an inspection of the site, including all exploratory work 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 to it prior to receipt of bids. Any failure by the CONTRACTOR to acquaint itself with the available information shall not relieve it from responsibility for estimating properly the difficulty or cost of successfully performing Work. The OWNER assumes no responsibility for any conclusions or interpretations made by the CONTRACTOR on the basis of the information made available by the OWNER/ CONSULTANT. Differing Site Conditions: 4.4 The CONTRACTOR shall within forty-eight (48) hours of its discovery, and before such conditions are disturbed, notify the CITY in writing, of: 4.4.1 Subsurface or latent physical conditions at the site differing materially from those indicated in the Contract Documents, and 4.4.2 Unknown physical conditions at the site, of an unusual nature, differing materially from those ordinarily encountered and generally inherent in Work of the character provided for in this Contract. The CITY shall promptly investigate the conditions, and if it finds that such conditions do materially differ to the extent as to cause an increase or decrease in the CONTRACTOR'S cost of, or the time required for, performance of any part of the Work under this Contract, an equitable adjustment shall be made and the Contract modified in writing accordingly. 4.5 No claim of the CONTRACTOR under this clause shall be allowed unless the CONTRACTOR has given the notice required in 4.4 above; provided, however, the time prescribed therefore may be extended by the CITY, but only if done in writing signed by the City Manager or the CONSULTANT. ARTICLE 5 – INSURANCE Contractor shall comply with the insurance requirements set forth in the Supplementary Conditions to the Contract. ARTICLE 6 - CONTRACTOR'S RESPONSIBILITIES Supervision and Superintendence: 6.1 The CONTRACTOR shall supervise and direct the Work. It shall be solely responsible for the means, methods, techniques, sequences and procedures of construction. The CONTRACTOR shall employ and maintain a qualified supervisor or superintendent (hereinafter referred to as “Supervisor” at the Work site who shall be designated in writing by the CONTRACTOR, before the CONTRACTOR commences the Work and within the time required by the Contract, as the CONTRACTOR'S representative at the site. The Supervisor or so designated shall have full authority to act on behalf of the CONTRACTOR and all communications given to the Supervisor shall be as binding as if given to the CONTRACTOR. The Supervisor(s) shall be present at each site at all times as required to perform adequate supervision and coordination of the Work. (Copies of written communications given to the Supervisor shall be mailed to the CONTRACTOR'S home office). 6.1.1 The CONTRACTOR shall keep one record copy of all Specifications, Drawings, Addenda, Modifications and Shop Drawings at the site at all times and in good order and annotated to show all changes made during the construction process. These shall be available to the CONSULTANT and any CITY Representative at all reasonable times. A set of “As-Built” drawings, as well as the original Specifications, Drawings, Addenda, Modifications and Shop Drawings with annotations, 27 of 49 31 shall be made available to the City at all times and it shall be delivered to the CITY upon completion of the Project. Labor, Materials and Equipment: 6.2 The CONTRACTOR shall provide competent, suitably qualified personnel to lay out the Work and perform construction as required by the Contract Documents. It shall at all times maintain good discipline and order at the site. 6.3 The CONTRACTOR shall furnish all materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, local telephone, water and sanitary facilities and all other facilities and incidentals necessary for the execution, testing, initial operation and completion of the Work. 6.4 All materials and equipment shall be new, except as otherwise provided in the Contract Documents. When special makes or grades of material which are normally packaged by the supplier or manufacturer are specified or approved, such materials shall be delivered to the site in their original packages or containers with seals unbroken and labels intact. 6.5 All materials and equipment shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturer, fabricator, or processors, except as otherwise provided in the Contract Documents. Work, Materials, Equipment, Products and Substitutions: 6.6 Materials, equipment and products incorporated in the Work must be approved for use before being purchased by the CONTRACTOR. The CONTRACTOR shall submit to the CONSULTANT a list of proposed materials, equipment or products, together with such samples as may be necessary for them to determine their acceptability and obtain their approval, within ninety (90) calendar days after award of Contract unless otherwise stipulated in the Special Conditions. No request for payment for "or equal" equipment will be approved until this list has been received and approved by the CONSULTANT. 6.6.1 Whenever a material, article or piece of equipment is identified on the Drawings or Specifications by reference to brand name or catalog number, it shall be understood that this is referenced for the purpose of defining the performance or other salient requirements and that other products of equal capacities, quality and function shall be considered. The CONTRACTOR may recommend the substitution of a material, article, or piece of equipment of equal substance and function for those referred to in the Contract Documents by reference to brand name or catalog number, and if, in the opinion of the CONSULTANT, such material, article, or piece of equipment is of equal substance and function to that specified, the CONSULTANT may approve its substitution and use by the CONTRACTOR. Incidental changes or extra component parts required to accommodate the substitute will be made by the CONTRACTOR without a change in the Contract Price or the Contract Time. 6.6.2 No substitute shall be ordered or installed without the written approval of the CONSULTANT who shall be the judge of quality. 6.6.3 Delay caused by obtaining approvals for substitute materials shall not be considered justifiable grounds for an extension of construction time. 6.6.4 Should any Work or materials, equipment or products not conform to requirements of the Drawings and Specifications or become damaged during the progress of the Work, such Work or materials shall be removed and replaced, together with any Work disarranged by such alterations, at any time before completion and acceptance of the Project. All such Work shall be done at the expense of the CONTRACTOR. 6.6.5 No materials or supplies for the Work shall be purchased by the CONTRACTOR or any Subcontractor subject to any chattel mortgage or under a conditional sale or other agreement by which an interest is retained by the Seller. The CONTRACTOR warrants that they have good title to all materials and supplies used by them in the Work. 6.6.6 Non-conforming Work: The City of South Miami may withhold acceptance of, or reject items which are found upon examination, not to meet the specification requirements or conform to the plans and drawings. Upon written notification of rejection, items shall be removed or uninstalled within five (5) business days by the CONTRACTOR at his own expense and redelivered and/or reinstalled at his expense. Rejected goods left longer than thirty (30) calendar days shall be 28 of 49 32 regarded as abandoned and the CITY shall have the right to dispose of them as its own property and the CONTRACTOR thereby waives any claim to the good or to compensation of any kind for said goods. Rejection for non-conformance or failure to meet delivery schedules may result in the CONTRACTOR being found in default. 6.6.7 In case of default by the CONTRACTOR, the City of South Miami may procure the articles or services from other sources and hold the CONTRACTOR responsible for any excess costs occasioned or incurred thereby. 6.6.8 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 the Contract Price without violating the intent of the Contract. Concerning Subcontractors: 6.7 The CONTRACTOR shall not employ any Subcontractor, against whom the CITY or the CONSULTANT may have reasonable objection, nor will the CONTRACTOR be required to employ any Subcontractor who has been accepted by the CITY and the CONSULTANT, unless the CONSULTANT determines that there is good cause for doing so. 6.8 The CONTRACTOR shall be fully responsible for all acts and omissions of its Subcontractors and of persons and organizations directly or indirectly employed by it and of persons and organizations for whose acts any of them may be liable to the same extent that they are responsible for the acts and omissions of persons directly employed by them. Nothing in the Contract Documents shall create any contractual relationship between OWNER or CONSULTANT and any Subcontractor or other person or organization having a direct contract with CONTRACTOR, nor shall it create any obligation on the part of OWNER or CONSULTANT to pay or to see to payment of any subcontractor or other person or organization, except as may otherwise be required by law. CITY or CONSULTANT may furnish to any Subcontractor or other person or organization, to the extent practicable, evidence of amounts paid to the CONTRACTOR on account of specified Work done in accordance with the schedule values. 6.9 The divisions and sections of the Specifications and the identifications of any Drawings shall not control the CONTRACTOR in dividing the Work among Subcontractors or delineating the Work performed by any specific trade. 6.10 The CONTRACTOR agrees to bind specifically every Subcontractor to the applicable terms and conditions of the Contract Documents for the benefit of the OWNER. 6.11 All Work performed for the CONTRACTOR by a Subcontractor shall be pursuant to an appropriate agreement between the CONTRACTOR and the Subcontractor. 6.12 The CONTRACTOR shall be responsible for the coordination of the trades, Subcontractors material and men engaged upon their Work. 6.12.1 The CONTRACTOR shall cause appropriate provisions to be inserted in all subcontracts relative to the Work to bind Subcontractors to the CONTRACTOR by the terms of these General Conditions and other Contract Documents insofar as applicable to the Work of Subcontract ors, and give the CONTRACTOR the same power as regards to terminating any subcontract that the OWNER may exercise over the CONTRACTOR under any provisions of the Contract Documents. 6.12.2 The CITY or CONSULTANT will not undertake to settle any differences between the CONTRACTOR and their Subcontractors or between Subcontractors. 6.12.3 If in the opinion of the CONSULTANT, any Subcontractor on the Project proves to be incompetent or otherwise unsatisfactory, they shall be promptly replaced by the CONTRACTOR if and when directed by the CONSULTANT in writing. 6.12A Discrimination: No action shall be taken by the any subcontractor with regard to the fulfilment of the terms of the subcontract, including the hiring and retention of employees for the performance o f Work that would discriminate against any person on the basis of race, color, creed, religion, national origin, sex, age, sexual orientation, familial status or disability. This paragraph shall be made a part of the subcontractor’s contract with the Contractor. Patent Fees and Royalties: 6.13 The CONTRACTOR shall pay all license fees and royalties and assume all costs incident to the use of any invention, design, process or device which is the subject of patent rights or copyrights held by others. He 29 of 49 33 shall indemnify and hold harmless the OWNER and the CONSULTANT and anyone directly or indirectly employed by either of them from against all claims, damages, losses and expenses (including attorney's fees) arising out of any infringement of such rights during or after the completion of the Work, an d shall defend all such claims in connection with any alleged infringement of such rights. 6.14 The CONTRACTOR shall be responsible for determining the application of patent and/or royalty rights as to any materials, appliances, articles or systems prior to bidding. However, he shall not be responsible for such determination on systems which do not involve purchase by them of materials, appliances and articles. Permits: 6.15 The CONTRACTOR shall secure and pay for all construction permits and licenses and shall pay for all governmental charges and inspection fees necessary for the prosecution of the Work, which are applicable at the time of his Bid. When such charges are normally made by the CITY and when so stated in the Special Conditions, there will be no charges to the CONTRACTOR. The CITY shall assist the CONTRACTOR, when necessary, in obtaining such permits and licenses. The CONTRACTOR shall also pay all public utility charges. Electrical Power and Lighting: 6.16 Electrical power required during construction shall be provided by each prime CONTRACTOR as required by it. This service shall be installed by a qualified electrical Contractor approved by the CONSULTANT. Lighting shall be provided by the CONTRACTOR in all spaces at all times where necessary for good and proper workmanship, for inspection or for safety. No temporary power shall be used off temporary lighting lines without specific approval of the CONTRACTOR. Laws and Regulations: 6.17 The CONTRACTOR shall comply with all notices, laws, ordinances, rules and regulations applicable to the Work. If the CONTRACTOR observes that the Specifications or Drawings are at variance therewith, it shall give the CONSULTANT prompt written notice thereof, and any necessary changes shall be adjusted by an appropriate modification. If the CONTRACTOR performs any Work knowing it to be contrary to such laws, ordinances, rules and regulations, and without such notice to the CONSULTANT, it shall bear all costs arising there from; however, it shall not be its primary responsibility to make certain that the Drawings and Specifications are in accordance with such laws, ordinances, rules and regulations. Discrimination: 6.17A No action shall be taken by the Contractor with regard to the fulfilment of the terms of the Contract, including the hiring and retention of employees for the performance of Work that would discriminate against any person on the basis of race, color, creed, religion, national origin, sex, age, sexual orientation, familial status or disability. Taxes: 6.18 Cost of all applicable sales, consumer use, and other taxes for which the CONTRACTOR is liable under the Contract shall be included in the Contract Price stated by the CONTRACTOR. Safety and Protection: 6.19 The CONTRACTOR shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. They shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to: 6.19.1 All employees and other persons, who may be affected thereby, 6.19.2 All the Work and all materials or equipment to be incorporated therein, whether in storage on or off the site, and 6.19.3 Other property at the site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. 6.20 The CONTRACTOR shall designate a responsible member of their organization at the site whose duty shall be the prevention of accidents. This person shall be the CONTRACTOR'S Superintendent unless otherwise designated in writing by the CONTRACTOR to the CITY. 30 of 49 34 Emergencies: 6.21 In emergencies affecting the safety of persons or the Work or property at the site or adjacent thereto, the CONTRACTOR, without special instruction or authorization from the CONSULTANT or CITY, is obligated to act, at his discretion, to prevent threatened damage, injury or loss. He shall give the CONSULTANT prompt written notice of any significant changes in the Work or deviations from the Contract Documents caused thereby. If the CONTRACTOR believes that additional Work done by him in an emergency which arose from causes beyond his control entitles him to an increase in the Contract Price or an extension of the Contract Time, he may make a claim therefore as provided in Articles 11 and 12. Shop Drawings and Samples: 6.22 After checking and verifying all field measurements, the CONTRACTOR shall submit to the CONSULTANT for review, in accordance with the accepted schedule of shop drawing submissions, six (6) copies (or at the CONSULTANT option, one reproducible copy) of all Shop Drawings, which shall have been checked by and stamped with the approval of the CONTRACTOR. The Shop Drawings shall be numbered and identified as the CONSULTANT may require. The data shown on the Shop Drawings shall be complete with respect to dimensions, design criteria, materials of construction and the like to enable the CONSULTANT to review the information without any unnecessary investigation. 6.23 The CONTRACTOR shall also submit to the CONSULTANT for review, with such promptness as to cause no delay in Work, all samples required by the Contract Documents. All samples shall have been checked by and stamped with the approval of the CONTRACTOR, identified clearly as to material, manufacturer, any pertinent catalog numbers and the use for which intended. 6.24 At the time of each submission, the CONTRACTOR shall notify the CONSULTANT, in wri ting, of any deviations between the Shop Drawings or samples and the requirements of the Contract Documents. 6.25 The CONSULTANT shall review with responsible promptness Shop Drawings and Samples, but his review shall be only for conformance with the design concept of the Project and for compliance with the information given in the Contract Documents. The review of a separate item as such will not indicate review of the assembly in which the items functions. The CONTRACTOR shall make any corrections required by the CONSULTANT and shall return the required number of corrected copies of Shop Drawings and resubmit new samples until the review is satisfactory to the CONSULTANT. The CONTRACTOR shall notify the CONSULTANT, in writing, of any prior Shop Drawing or revisions to Shop Drawings that are in conflict with each submission or re-submission. The CONTRACTOR'S stamp of approval on any Shop Drawings or sample shall constitute representation to the CITY and the CONSULTANT that the CONTRACTOR has either determined and/or verified all quantities, dimension, field construction criteria, materials, catalog numbers and similar data or they assume full responsibility for doing so, and that they have reviewed or coordinated each Shop Drawing or sample with the requirements of the Work and the Contract Documents. 6.26 No Work requiring a submittal of a Shop Drawing or sample shall be commenced until the submission has been reviewed and approved in writing by the CONSULTANT. A copy of each Shop Drawing and each approved sample shall be kept in good order, in a book or binder, in chronological order or in such other order required by the CONSULTANT in writing, by the CONTRACTOR at the site and shall be available to the CONSULTANT. 6.27 The CONSULTANT’s review of Shop Drawings or samples shall not relieve the CONTRACTOR from his responsibility for any deviations from the requirements of the Contract Documents unless the CONTRACTOR has informed the CONSULTANT, in writing, to each deviation at the time of submission and the CONSULTANT has given written approval to the specific deviation, nor shall any review by the CONSULTANT relieve the CONTRACTOR from responsibility for errors or omissions in the Shop Drawings or samples. 6.27A The CONTRACTOR shall be liable to the OWNER for any additional cost or delay that is caused by its failure to notify the CONSULTANT of any of said deviations or conflicts between Shop Drawings or due to errors in the Shop Drawings or samples. Cleaning Up: 31 of 49 35 6.28 The CONTRACTOR shall clean up behind the Work as much as is reasonably possible as the Work progresses. Upon completion of the Work, and before acceptance of final payment for the Project by the OWNER, the CONTRACTOR shall remove all his surplus and discarded materials, excavated material and rubbish as well as all other material and equipment that does not form a part of the Work, from the property, roadways, sidewalks, parking areas, lawn and all adjacent property. In addition, the CONTRACTOR shall clean his portion of Work involved in any building under this Contract, so that no further cleaning by the OWNER is necessary prior to its occupancy and he shall restore all property, both public and private, which has been disturbed or damaged during the prosecution of the Work so as to leave the whole Work and Work Site in a neat and presentable condition. 6.29 If the CONTRACTOR does not clean the Work site, the CITY may clean the Work Site of the materials referred to in paragraph 6.28 and charge the cost to the CONTRACTOR. Public Convenience and Safety: 6.30 The CONTRACTOR shall, at all times, conduct the Work in such a manner as to insure the least practicable obstruction to public travel. The convenience of the general public and of the residents along and adjacent to the area of Work shall be provided for in a satisfactory manner, consistent with the operation and local conditions. "Street Closed" signs shall be placed immediately adjacent to the Work, in a conspicuous position, at such locations as traffic demands. At any time that streets are required to be closed, the CONTRACTOR shall notify law enforcement agencies and in particular, the City of South Miami Police Department, before the street is closed and again as soon as it is opened. Access to fire hydrants and other fire extinguishing equipment shall be provided and maintained at all times. Sanitary Provisions: 6.31 The CONTRACTOR shall provide on-site office, and necessary toilet facilities, secluded from public observation, for use of all personnel on the Work Site, whether or not in his employ. They shall be kept in a clean and sanitary condition and shall comply with the requirements and regulations of the Public Authorities having jurisdiction. They shall commit no public nuisance. Temporary field office and sanitary facilities shall be removed upon completion of the Work and the premises shall be left clean. Indemnification: 6.32 Contractor shall comply with the indemnification requirements set forth in the RFP and in EXHIBIT 2 of the Supplementary Conditions (Insurance and indemnification requirements). 6.33 In the event that any action or proceeding is brought against OWNER or CONSULTANT by reason of any such claim or demand, CONTRACTOR, upon written notice from CITY shall defend such action or proceeding by counsel satisfactory to CITY. The indemnification provided above shall obligate CONTRACTOR to defend at its own expense or to provide for such defense, at CITY’S option, any and all claims of liability and all suits and actions of every name and description that may be brought against OWNER or CONSULTANT, excluding only those claims that allege that the injuries arose out of the sole negligence of OWNER or CONSULTANT. 6.34 The obligations of the CONTRACTOR under paragraph 6.33 shall not extend to the liability of the CONSULTANT, its agents or employees arising out of (a) the preparation or approval of maps, drawings, opinions, reports, surveys, Change Orders, designs or specifications or (b) the giving of or the failure to give directions or instructions by the CONSULTANT, its agents or employees provided s uch act or omission is the primary cause of injury or damage. 6.34A All of the forgoing indemnification provisions shall survive the term of the Contract to which these General Conditions are a part. Indemnification shall not exceed an amount equal to the total value of all insurance coverage required by Section 5.1 of this document. Indemnification is limited to damages caused in whole or in part by any act, omission, or default of the Contractor, the Contractor’s subcontractors, sub-subcontractors, materialmen, or agents of any tier or their respective employees to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of the indemnifying party and persons employed or utilized by the indemnifying party in the performance of the construction contract. Responsibility for Connection to Existing Work: 32 of 49 36 6.35 It shall be the responsibility of the CONTRACTOR to connect its Work to each part of the existing Work, existing building or structure or Work previously installed as required by the Drawings and Specifications to provide a complete installation. 6.36 Excavations, grading, fill, storm drainage, paving and any other construction or installations in rights -of- ways of streets, highways, public carrier lines, utility lines, either aerial, surface or subsurface, etc., shall be done in accordance with requirements of the special conditions. The OWNER will be responsible for obtaining all permits necessary for the Work described in this paragraph 6.36. Upon completion of the Work, CONTRACTOR shall present to CONSULTANT certificates, in triplicate, from the proper authorities, stating that the Work has been done in accordance with their requirements. 6.36.1 The CITY will cooperate with the CONTRACTOR in obtaining action from any utili ties or public authorities involved in the above requirements. 6.36.2 The CONSULTANT shall be responsible for obtaining elevations of curbs and gutters, pavement, storm drainage structures, and other items which must be established by governmental departments as soon as grading operations are begun on the site and, in any case, sufficiently early in the construction period to prevent any adverse effect on the Project. Cooperation with Governmental Departments, Public Utilities, Etc.: 6.37 The CONTRACTOR shall be responsible for making all necessary arrangements with governmental departments, public utilities, public carriers, service companies and corporations (hereinafter referred to as “third parties”) owning or controlling roadways, railways, water, sewer, gas, electrical conduits, telephone, and telegraph facilities such as pavements, tracks, piping, wires, cables, conduits, poles, guys, etc., including incidental structures connected therewith, that are encountered in the Work in order that such items are properly shored, supported and protected, that their location is identified and to obtain authority from these third parties for relocation if the CONTRACTOR desires to relocate the item. The CONTRACTOR shall give all proper notices, shall comply with all requirements of such third parties in the performance of his Work, shall permit entrance of such third parties on the Project in order that they may perform their necessary work, and shall pay all charges and fees made by such third parties for their work. 6.37.1 The CONTRACTOR'S attention is called to the fact that there may be delays on the Project due to work to be done by governmental departments, public utilities, and others in repairing or moving poles, conduits, etc. The CONTRACTOR shall cooperate with the above parties in every way possible, so that the construction can be completed in the least possible time. 6.37.2 The CONTRACTOR shall have made itself familiar with all codes, laws, ordinances, and regulations which in any manner affect those engaged or employed in the Work, or materials and equipment use in or upon the Work, or in any way affect the conduct of the Work, and no plea of misunderstanding will be considered on account of damage or delay caused by his ignorance thereof. Use Premises: 6.38 CONTRACTOR shall confine its apparatus, storage of materials, and operations of its workmen to the limits indicated by law, ordinances, permits and directions of CONSULTANT and CITY, and shall not unnecessarily encumber any part of the site or any areas off site. 6.38.1 CONTRACTOR shall not overload or permit any part of any structure to be loaded with such weight as will endanger its safety, nor shall it subject any work to stresses or pressures that will endanger it. 6.38.2 CONTRACTOR shall enforce the rules and regulation promulgated by the CONSULTANT and OWNER as well as their instructions with regard to signs, advertisements, fires and smoking. 6.38.3 CONTRACTOR shall arrange and cooperate with CITY in routing and parking of automobiles of its employees, subcontractors and other personnel, as well as that of the material delivery trucks and other vehicles that come to the Project site. 6.38.4 The City will designate specific areas on the site for storage, parking, etc. and the job site shall be fenced to protect the job site and the general public. 6.38.5 The CONTRACTOR shall furnish, install and maintain adequate construction office facilities for all workers employed by it or by its Subcontractors. Temporary offices shall be provided and located where directed and approved by the CONSULTANT. All such facilities shall be furnished 33 of 49 37 in strict accordance with existing governing regulations. Field offices shall include telephone facilities. Protection of Existing Property Improvements: 6.38 Any existing surface or subsurface improvements, such as pavements, curbs, sidewalks, pipes or utilities, footings, or structures (including portions thereof), trees and shrubbery, not indicated on the Drawings or noted in the Specifications as being removed or altered shall be protected from damage during construction of the Project. Any such improvements damaged during construction of the Project shall be restored at the expense of the CONTRACTOR to a condition equal to that existing at the time of award of Contract. ARTICLE 7 - WORK BY OTHERS. 7.1 The CITY may perform additional Work related to the Project or may let other direct contracts therefor which shall contain General Conditions similar to these. The CONTRACTOR shall afford the other contractors who are parties to such direct contracts (or the OWNER, if it is performing the additional Work itself), reasonable opportunity for the introduction and storage of materials and equipment and the execution of Work, and shall properly connect and coordinate its Work with theirs. 7.2 If any part of the CONTRACTOR'S Work depends upon proper execution or results of the Work of any other contractor or the OWNER, the CONTRACTOR shall promptly report to the CONSULTANT in writing any defects or deficiencies in such Work that render it unsuitable for the CONTR ACTOR’s Work. 7.3 The CONTRACTOR shall do all cutting, fitting and patching of the Work that may be required to make its several parts come together properly and fit to receive or be received by such other Work. The CONTRACTOR shall not endanger any Work of others by cutting, excavating or otherwise altering their Work and shall only cut or alter their Work with the written consent of the CONSULTANT and of the other contractor whose work will be affected. 7.4 If the performance of additional Work by other contractors or the OWNER is not noted in the Contract Documents prior to the execution of the Contract, written notice thereof shall be given to the CONTRACTOR prior to starting any such additional Work. If the CONTRACTOR believes that the performance of such additional Work by the OWNER or others will cause the CONTRACTOR additional expense or entitles him to an extension of the Contract Time, he may make a claim therefore as provided in Articles 11 and 12. 7.5 Where practicable, the CONTRACTOR shall build around the work of other separate contractors or shall leave chases, slots and holes as required to receive and to conceal within the general construction Work the work of such other separate contractors as directed by them. Where such chases, slots, etc., are impracticable, the Work shall require specific approval of the CONSULTANT. 7.6 Necessary chases, slots, and holes not built or left by the CONTRACTOR shall be cut by the separate contractor requiring such alterations after approval of the CONTRACTOR. The CONTRACTOR shall do all patching and finishing of the work of other contractors where it is cut by them and such patching and finishing shall be at the expense of CONTRACTOR 7.7 Cooperation is required in the use of site facilities and in the detailed execution of the Work. Each contractor shall coordinate their operation with those of the other Contractors for the best interest of the Work in order to prevent delay in the execution thereof. 7.8 Each of several contractors working on the Project Site shall keep themselves informed of the progress of the work of other contractors. Should lack of progress or defective workmanship on the part of other contractors interfere with the CONTRACTOR’s operations, the CONTRACTOR shall notify the CONSULTANT immediately and in writing. Lack of such notice to the CONSULTANT shall be construed as acceptance by the CONTRACTOR of the status of the work of other contractors as being satisfactory for proper coordination of CONTRACTOR’s own Work. 7.9 The cost of extra Work resulting from lack of notice, untimely notice, failure to respond to notice, Defective Work or lack of coordination shall be the CONTRACTOR’s cost. 34 of 49 38 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 the Contract Price without violating the intent of the Contract. ARTICLE 8 – CITY’S RESPONSIBILITIES. 8.1 The CITY will issue all communications to the CONTRACTOR through the CONSULTANT. 8.2 In cases of termination of employment of the CONSULTANT, the CITY will appoint a CONSULTANT whose status under the Contract Documents shall be that of the former CONSULTANT. 8.3 The CITY shall promptly furnish the data required of them under the Contract Documents. 8.4 The CITY’S duties in respect to providing lands and easements are set forth in Paragraphs 4.1 and 4.2. 8.5 The CITY shall have the right to take possession of and use any completed or partially completed portions of the Work, notwithstanding the fact that the time for completing the entire Work or any portion thereof may not have expired; but such taking possession and use shall not be deemed an acceptance of any Work not completed in accordance with the Contract Documents. ARTICLE 9 – CONSULTANTS’ STATUS DURING CONSTRUCTION. City’s Representative: 9.1 The CONSULTANT shall be the CITY’S representative during the construction period. The duties and responsibilities and the limitations of authority of the CONSULTANT as the CITY’S representative during construction are set forth in Articles 1 through 16 of these General Conditions and shall not be extended without written consent of the CITY and the CONSULTANT. 9.1.1 The CONSULTANT’s decision, in matters relating to aesthetics, shall be final, if within the terms of the Contract Documents. 9.1.2 Except as may be otherwise provided in this contract, all claims, counterclaims, disputes and other matters in question between the CITY and the CONSULTANT arising out of or relating to this Contract or the breach thereof, shall be decided in a court of competent jurisdiction within the State of Florida. Visits to Site: 9.2 The CONSULTANT shall provide an inspector to make periodic visits to the site at each phase of construction to observe the progress and quality of the executed Work and to determine if the Work is proceeding in accordance with the Contract Documents. His efforts shall be directed toward providing assurance for the OWNER and all applicable regulatory agencies that construction is in compliance with the Construction Documents and applicable laws, rules and regulations. On the basis of these on site- observations as an experienced and qualified design professional, he shall keep the CITY informed of the progress of the Work and shall guard the OWNER against defects and deficiencies in the Work of CONTRACTOR. Clarifications and Interpretations: 9.3 The CONSULTANT shall issue, with reasonable promptness, such written clarifications or interpretations of the Contract Documents (in the form of Drawings or otherwise) as it may determine necessary, which shall be consistent with, or reasonably inferable from, the overall intent of the Contract Documents. If the CONTRACTOR seeks an increase in the Contract Price or extension of Contract Time based on a written clarification and/or interpretation, it shall be required to submit a timely claim as provided in Articles 11 and 12. Measurement of Quantities: 9.4 All Work completed under the Contract shall be measured by the CONSULTANT according to the United States Standard Measures. All linear surface measurements shall be made horizontally or vertically as required by the item measured. Rejecting Defective Work: 9.5 The CONSULTANT shall have authority to disapprove or reject Work that is "Defective Work" as defined in Article 1. It shall also have authority to require special inspection or testing of the Work including Work fabricated on or off site, installed or completed as provided. In the event that the CONSULTANT requires testing of completed Work, the cost of such inspections and/or testing shall be 35 of 49 39 approved in writing by the CITY. All consequential cost of such inspections and testing, including but not limited to the cost of testing and inspection, the cost of repairing any of the Work, or the work of others, the cost to move furniture and equipment and/or the cost to provide alternative facilities until the repair work can be completed, shall paid by the CONTRACTOR if the Work is found to be Defective Work. Shop Drawings, Change Orders and Payments: 9.6 In connection with the CONSULTANT responsibility as to Shop Drawings and samples, see paragraphs 6.25 through 6.28, inclusive. 9.7 In connection with the CONSULTANT’s responsibility for Change Orders see Articles 10, 11, and 12. 9.8 In connection with the CONSULTANT responsibilities with respect to the Application for Payment, etc., see Article 14. Decisions on Disagreements: 9.10 The CONSULTANT shall be the initial interpreter of the Construction Documents. Limitations on Consultant's Responsibilities: 9.11 The CONSULTANT will not be responsible for the construction means, methods, techniques, sequences or procedures, or the safety precautions and programs incident thereto. 9.12 The CONSULTANT will not be responsible for the acts or omissions of the CONTRACTOR, or any Subcontractors, or any of their agent, servants or employees, or any other person performing any of the Work under or through them. ARTICLE 10 - CHANGES IN THE WORK. 10.1 Without invalidating the Contract, the CITY may, at any time or from time to time, order additions, deletions or revisions in or to the Work which shall only be authorized by a written Change Orders. Upon receipt of a Change Order, the CONTRACTOR shall proceed with the Work involved. All such Work shall be performed under the applicable conditions of the Contract Documents. If any authorized written Change Order causes an increase or decrease in the Contract Price or an extension or shortening of the Contract Time, an equitable adjustment will be made as provided in Article 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 be deemed to have waived such claim. 10.3 Additional Work performed by the CONTRACTOR without authorization of a written Change Order shall not entitle it to an increase in the Contract Price or an extension of the Contract Time, except in the case of an emergency as provided in paragraph 6.22 and except as provided in paragraph 10.2. 10.4 The CITY will execute appropriate Change Orders prepared by the CONSULTANT covering changes in the Work, to be performed as provided in paragraph 4.4, and Work performed in an emergency as provided in paragraph 6.22 and any other claim of the CONTRACTOR for a change in the Contract Time or the Contract Price which is approved by the CONSULTANT. 10.5 It is the CONTRACTOR'S responsibility to notify its Surety of any changes affecting the general Scope of the Work or change in the Contract Price or Contract Time and the amount of the applicable bonds shall be adjusted 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 36 of 49 40 CONTRACTOR provides such proof of adjustment in the Bond amount and any such delay shall be charged to the CONTRACTOR. ARTICLE 11 – CHANGE OF CONTRACT PRICE. 11.1 The Contract Price constitutes the total compensation payable to the CONTRACTOR for Performing the Work. All duties, responsibilities and obligations assigned to or undertaken by the CONTRACTOR shall be at its expense without changing the Contract Price. 11.2 The CITY may, at any time, without written notice to the sureties, by written order designated or indicated to be a Change Order, make any change in the Work within the general scope of the Contract, including but not limited to changes to or in: 11.2.1 Specifications (including drawings and designs); 11.2.2 Method or manner of performance of the Work. 11.2.3 CITY-furnished facilities, equipment, materials, services, or site; or 11.2.4 Acceleration in the performance of the Work. 11.3 Except as provided in this section, or sections referred to in this section, no order, statement, or conduct of the CITY shall be treated as a Change Order or entitle the CONTRACTOR to an equitable adjustment unless and until the change in the Work is specifically and expressly provided for in a written Change Order, or as otherwise provided in another section of the Contract Documents. 11.4 When a Change Order is issued by the CONSULTANT and signed by the CITY or issued by the CITY in writing, the CONTRACTOR shall perform the Work even if the CONTRACTOR does not agree with the dollar amount of the Change Order. If any Change Order causes an increase or decrease in the CONTRACTOR'S cost of, or the time required for, the performance of any part of the Work under this Contract, for which the CITY and the CONTRACTOR cannot reach a timely agreement, an equitable adjustment based on the cost of the Work shall be made and the Contract modified accordingly. 11.5 If the CONTRACTOR intends to assert a claim for an equitable adjustment or contest the equitable adjustment made by the CONSULTANT, it shall, within ten (10) calendar days after receipt of a written Change Order, submit to the CITY and CONSULTANT a written notice including a statement setting forth the general nature and monetary extent of such claim for equitable adjustment, time extension requested and supporting data. In determining the cost of the Change Order, the costs shall be limited to those listed in section 11.7 and 11.8. 11.6 No claim by the CONTRACTOR for an equitable adjustment hereunder shall be allowed if not submitted in accordance with this section or if asserted after final payment under this Contract. 11.7 The value of any Work covered by a Change Order or of any claim for an increase or decrease in the Contract Price shall be determined in one of the following ways: 11.7.1 By negotiated lump sum. 11.7.2 On the basis of the reasonable cost and savings that results from the change in the Work plus a mutually agreed upon fee to the CONTRACTOR to cover overhead and profit not to exceed 15%. If the CONTRACTOR disagrees with the CONSULTANTs determination of reasonable costs, the CONTRACT shall provide a list of all costs together with backup documentation 11.8 The term cost of the Work means the sum of all direct extra costs necessarily incurred and paid by the CONTRACTOR in the proper performance of the Change Order. Except as otherwise may be agreed to in writing by CITY, such costs shall be in amounts no higher than those prevailing in Miami-Dade County and shall include only the following items: 11.8.1 Payroll costs for employees in the direct employ of CONTRACTOR in the performance of the Work described in the Change Order under schedules of job classifications agreed upon by CITY and CONTRACTOR. Payroll costs for employees not employed full time on the Work shall be apportioned on the basis of their time spent on the Work. Payroll costs shall be limited to: salaries and wages, plus the costs of fringe benefits which shall include social security contributions, unemployment, excise and payroll taxes, workers' compensation, health and retirement benefits, sick leave, vacation and holiday pay applicable thereto. Such employees shall include superintendents and foremen at the site. The expenses of performing Work after regular working hours, on Sunday or legal holidays shall be included in the above only if authorized by CITY and provided it was not in any way, whether in whole or in part the result of the fault of the CONTRACTOR due to negligence of the CONTRACTOR or those acting by or through him or due in whole or in part to Defective Work of the CONTRACTOR. 37 of 49 41 11.8.2 Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and storage, and manufacturers' field services required in connection therewith. The CONTRACTOR shall notify the CITY of all cash discounts that are available and offer the CITY the opportunity to deposit funds with the CONTRACTOR for the payment for items that offer a discount. Cash discounts shall accrue to CONTRACTOR unless the CONTRACTOR fails to timely notify the CITY of the discounts or if the OWNER deposits funds with CONTRACTOR with which to make payments in which cases the cash discounts shall accrue to the OWNER. All trade discounts, rebates and refunds, and all returns from sale of surplus materials and equipment shall accrue to OWNER, and CONTRACTOR shall make provisions so that they may be obtained. 11.8.3 Payments made by CONTRACTOR to the Subcontractors for Work performed by Subcontractors. If required by CITY, CONTRACTOR shall obtain competitive bids from Subcontractors acceptable to him and shall deliver such bids to CITY who will then determine, with the advice of the CONSULTANT, which Bids will be accepted. No subcontract shall be a cost plus contract unless approved in writing by the CITY. If a Subcontract provides that the Subcontractor is to be paid on the basis of Cost of Work plus a fee, the cost of the Work shall be determined in accordance this section 11.8 and in such case the word “Subcontractor” shall be substituted for the word “CONTRACTOR”. 11.8.4 Rentals of all construction equipment and machinery, except hand tools, and the parts thereof whether rented from CONTRACTOR or others in accordance with rental agreements approved by CITY with the advice of CONSULTANT, and the costs of transportation, loading, unloading, installation, dismantling and removal thereof - all in accordance with terms of said rental agreements. The rental of any such equipment, machinery or parts shall cease when the use thereof is no longer necessary for the Work. 11.8.5 Sales, use or similar taxes related to the Work, and for which CONTRACTOR is liable, imposed by any governmental authority. 11.8.6 Payments and fees for permits and licenses. Costs for permits and licenses must be shown as a separate item. 11.8.7 The cost of utilities, fuel and sanitary facilities at the site. 11.8.8 Minor expenses such as telegrams, long distance telephone calls, telephone service at the site, expressage and similar petty cash items in connection with the Work. 11.8.9 Cost of premiums for additional Bonds and insurance required solely because of changes in the Work, not to exceed two percent (2%) of the increase in the Cost of the Work. 11.9 The term Cost of the Work shall NOT include any of the following: 11.9.1 Payroll costs and other compensation of CONTRACTOR'S officers, executives, principals (of partnership and sole proprietorships), general managers, engineers, architects, estimators, lawyers, agents, expediters, timekeepers, clerks and other personnel employed by CONTRACTOR whether at the site or in its principal or a branch office for general administration of the Work and not specifically included in the schedule referred to in Subparagraph 11.5. 11.9.2 Expenses of CONTRACTOR'S principal and branch offices other than its office at the site. 11.9.3 Any part of CONTRACTOR'S capital expenses, including interest on CONTRACTOR'S capital employed for the Work and charges against CONTRACTOR for delinquent payments. 11.9.4 Cost of premiums for all bonds and for all insurance policies whether or not CONTRACTOR is required by the Contract Documents to purchase and maintain the same (except as otherwise provided in Subparagraph 11.8.9). 11.9.5 Costs due to the negligence of CONTRACTOR, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective work, disposal of materials or equipment wrongly supplied and making good any damage to property. 11.9.6 Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly included in Paragraph 11.8. 11.10 The CONTRACTOR'S fee which shall be allowed to CONTRACTOR for its overhead and profit shall be determined as follows: 11.10.1 A mutually acceptable firm fixed price; or if none can be agreed upon. 11.10.2 A mutually acceptable fixed percentage (not to exceed 15%). 38 of 49 42 11.11 The amount of credit to be allowed by CONTRACTOR to OWNER for any such change which results in a net decrease in cost will be the amount of the actual net decrease in costs calculated in the same manner as provided in 11.8. When both additions and credits are involved in any one change, the net shall be computed to include overhead and profit, identified separately, for both additions and credit, provided however, the CONTRACTOR shall not be entitled to claim lost profits for any Work not performed. ARTICLE 12 - TIME FOR COMPLETION, LIQUIDATED DAMAGES AND CHANGE OF THE CONTRACT TIME. 12.1 Time is of the essence to this contract and the date of beginning and t he time for completion of the Work are essential conditions of the Contract. Therefore, the Work shall be commenced on the date specified in the Notice to Proceed and completed within the time specified for completion of the work. 12.2 The CONTRACTOR shall proceed with the Work at such rate of progress to ensure full completion within the Contract Time. It is expressly understood and agreed, by and between the CONTRACTOR and the OWNER, that the Contract Time for the completion of the Work described herein is a reasonable time, taking into consideration the average climatic and economic conditions and other factors prevailing in the locality of the Work. No extension of time shall be granted due conditions that the Contractor knew of or should have known of before bidding on the project or due to inclement weather, except as provided in section 12.7. 12.3 If the CONTRACTOR shall fail to complete the Work within the Contract Time, or extension of time granted by the CITY, then the CONTRACTOR shall pay to the OWNER the amount of liquidated damages as specified in the Contract Documents for each calendar day after the scheduled date for completion as adjusted by written Change Orders that extended the completion date. 12.3.1 These amounts are not penalties but are liquidated damages incurred by the OWNER for its inability to obtain full use of the Project. Liquidated damages are hereby fixed and agreed upon between the parties, recognizing the impossibility of precisely ascertaining the amount of damages that will be sustained as a consequence of such delay, and both parties desiring to obviate any question or dispute concerning the amount of said damages and the cost and effect of the failure of CONTRACTOR to complete the Contract on time. The above-stated liquidated damages shall apply separately to each phase of the Project for which a time for completion is given. 12.3.2 CITY is authorized to deduct the liquidated damages from monies due to CONTRACTOR for the Work under this Contract. 12.4 The Contract Time may only be changed by a written Change Order. Any claim for an extension in the CONTRACT TIME shall be based on written notice delivered to the CITY and CONSULTANT within five (5) business days of the occurrence of the event giving rise to the claim an d stating the general nature of the claim including supporting data. All claims for adjustment in the Contract Time shall be evaluated and recommended by the CONSULTANT, with final approval by the CITY’S representative. Any change in the Contract Time resulting from any such claim shall be incorporated in a written Change Order. 12.5 All time limits stated in the Contract Documents are of the essence of the Contract. 12.6 No claim for delay shall be allowed because of failure to furnish Drawings before the expiration of fourteen (14) calendar days after demand has been made in writing to the CONSULTANT for such Drawings. Furthermore, there shall be no monetary compensation for such delay and the CONTRACTOR’s sole remedy shall be an extension of time for the period of delay. 12.7 Extensions to the Contract Time for delays caused by the effects of inclement weather shall not be granted unless the weather was unusual for South Florida and could not have been anticipated, the abnormal weather is documented by records from the national weather service and the abnormal weather is documented to have had a substantial affected on the construction schedule. 12.8 No Damages for Delay: The CONTRACTOR agrees that he shall not have any claim for damages due to delay unless the delay exceeds 6 months, whether individually or cumulatively, and then the damages shall be limited to increased cost of materials that were unanticipated and that would not have been incurred but for the delay. Other than as set forth above, the only remedy for any delay shall be limited to an extension of time as provided for in Section 12.4 which shall be the sole and exclusive remedy for such resulting delay. Other than as set forth above, CONTRACTOR shall not be entitled to an increase in th e Contract Price or payment or compensation of any kind from OWNER for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to, costs of acceleration or 39 of 49 43 inefficiency, overhead or lost profits, arising because of delay, disruption, interference or hindrance from any cause whatsoever, whether such delay, disruption, interference or hindrance be reasonable or unreasonable, foreseeable or unforeseeable, or avoidable or unavoidable. 12.9 The CONTRACTOR waives all claims that are not presented to the City in writing on or before the 21 st day following the date of the event upon which the claim is based. 12.10 Dispute Resolution: If any dispute concerning a question of fact arises under the Contract, other than termination for default or convenience, the CONTRACTOR and the city department responsible for the administration of the Contract shall make a good faith effort to resolve the dispute. If the dispute cannot be resolved by agreement, then the department with the advice of the City Attorney and the CONSULTANT shall rule on the disputed issue and send a written copy of its decision to the CONTRACTOR. CONTRACTOR shall comply with such decision and shall not delay the project. ARTICLE 13 – GUARANTEE. 13.1 The CONTRACTOR shall guarantee and unconditionally warrant through either the manufacturer or the CONTRACTOR directly, all materials and equipment furnished and Work performed for patent Defective Work for a period of one (1) year from the date of Final Acce ptance as indicated in the CONSULTANT Letter of Recommendation of Acceptance, if issued, the Certificate of Occupancy, if issued, or the Certificate of Completion, if issued by the City, whichever is applicable and if more than one is applicable, the one that is issued last, for patent Defective Work,. The same guarantee and unconditional warranty shall be extended for three (3) years from the date of Final Acceptance as indicated in the CONSULTANT Letter of Recommendation of Acceptance, if issued, the Cer tificate of Occupancy, if issued, or the Certificate of Completion, if issued by the City, whichever is applicable and if more than one is applicable, the one that is issued last, for latent Defective Work. The CITY will give notice of observed defects with reasonable promptness. In the event that the CONTRACTOR should fail to commence to correct such Defective Work within ten (10) calendar days after having received written notice of the defect, or should the CONTRACTOR commence the corrective work, but fail to prosecute the corrective work continuously and diligently and in accordance with the Contract Documents, applicable law, rules and regulations, the CITY may declare an event of default, terminate the Contract in whole or in part and cause the Defective Work to be removed or corrected and to complete the Work at the CONTRACTOR's expense, and the CITY shall charge the CONTRACTOR the cost thereby incurred. The Performance Bond shall remain in full force and effect through the guarantee period. 13.2 The specific warranty periods listed in the Contract Documents, if different from the period of time listed in Section 13.1, shall take precedence over Section 13.1. 13.3 CONTRACTOR shall act as agent, on a limited basis for the OWNER, at the CITY’s option, solely for the follow-up concerning warranty compliance for all items under manufacturer’s Warranty/Guarantee and for the purpose of completing all forms for Warranty/Guarantee coverage under this Contract. 13.4 In case of default by the CONTRACTOR, the City of South Miami may procure the articles or services from other sources and hold the CONTRACTOR responsible for any excess costs occasioned or incurred thereby. 13.5 The CITY may withhold acceptance of, or reject items which are found upon examination , not to meet the specification requirements. Upon written notification of rejection, items shall be removed within five (5) business days by the CONTRACTOR at his own expense and redelivered at his expense. Rejected goods left longer than thirty (30) calendar days shall be regarded as abandoned and the City shall have the right to dispose of them as its own property and the CONTRACTOR thereby waives any claim to the good or to compensation of any kind. Rejection for Non-Conforming Work or failure to meet delivery schedules may result in the Contract being found in default. ARTICLE 14 - PAYMENTS AND COMPLETION. Payments to Contractor 14.1 The Contractor shall not be entitled to any money for any work performed before the issuance of a Notice to Proceed on the form described in the Contract Documents and the issuance by the City of a “purchase order”, or any other document, does not and shall not authorize the commencement of the Work. At least ten (10) calendar days before each progress payment falls due (but not more often than once a month), the CONTRACTOR shall submit to the CONSULTANT a partial payment estimate filled 40 of 49 44 out and signed by the CONTRACTOR covering the Work performed during the period covered by the partial payment estimate and supported by such data as the CONSULTANT may reasonably require. All progress payment applications after the first progress payment shall be accompanied by partial releases of lien executed by all persons, firms and corporations who have furnished labor, services or m aterials incorporated into the work during the period of time for which the previous progress payment was made, releasing such claims and lien rights, if any, of those persons. If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at or near site, the partial payment estimate shall also be accompanied by such supporting data, satisfactory to the CITY, which establishes the OWNER’S title to the material and equipment as well as certifi cates of insurance providing coverage for 100% of the value of said material and equipment covering the material and equipment from all casualties as well as theft, vandalism, fire and flood. The CONTRACTOR shall replace at its expense any stored materials paid for which are either damaged or stolen before installation. The CONSULTANT will within ten (10) calendar days after receipt of each partial payment estimate, either certifying in writing its approval of payment and present the partial payment estim ate to the OWNER, or return the partial payment estimate to the CONTRACTOR, indicating in writing his reasons for refusing to approve payment. In the latter case, the CONTRACTOR may make the necessary corrections and resubmit the partial payment estimate. The OWNER, will within thirty (30) calendar days of presentation to it of any approved partial payment estimate, pay the CONTRACTOR a progress payment on the basis of the approved partial payment estimate. The OWNER shall retain ten (10%) percent of the amount of each payment until Final Completion and Acceptance of all Work covered by the Contract Documents. Any interest earned on the retainage shall accrue to the benefit of the OWNER. 14.2 The CONTRACTOR, before it shall receive final payment, shall deliver to the CITY a Contractor’s Final Payment Affidavit as set forth in the Florida Construction Lien Statute as well as final releases of lien executed by all persons who have performed or furnished labor, services or materials, directly or indirectly, which was incorporated into the Work. If any person refuses to provide such a release or provides a conditional release, the CITY shall have the right to issue a joint check made payable to the CONTRACTOR and such person. Contractor's Warranty of Title 14.3 The CONTRACTOR warrants and guarantees that title to all Work, materials and equipment covered by an Application for Payment whether the Work, material or equipment is incorporated in the Pr oject or not, shall have passed to the OWNER prior to the making of the Application for Payment, free and clear of all liens, claims, security interest and encumbrances (hereafter in these General Conditions referred to as "Liens"); and that no Work, materials or equipment, covered by an Application for Payment, will have been acquired by the CONTRACTOR or by any other person performing the Work at the site or furnishing materials and equipment for the Project, under or pursuant to an agreement under which an interest therein or encumbrance thereon is retained by the seller or otherwise imposed by the CONTRACTOR or such other person. Approval of Payment 14.4 The CONSULTANT’s approval of any payment requested in an Application for Payment shall constitute a representation by him to the CITY, based on the CONSULTANT’s on site observations of the Work in progress as an experienced professional and on his review of the Application for Payment and supporting data, that the Work has progressed to the point indicated in the Application for Payment; that, to the best his knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning Project upon substantial completion as defined in Article 1, to the results of any subsequent tests called for in the Contract Documents and any qualifications stated in his approval); and that the CONTRACTOR is entitled to payment of the amount approved. However, by approving, any such payment the CONSULTANT shall not thereby be deemed to have represented that he made exhaustive or continuous on-site observations to check the quality or the quantity of the Work, or that he has reviewed the means, methods, techniques, sequences and procedures of construction or that he had made any examination to ascertain how or for what purpose the CONTRACTOR has used the moneys paid or to be paid to him on account of the Contract Price, or that title to any Work, materials, or equipment has passed to the OWNER free and clear of any liens. 14.5 The CONTRACTOR shall make the following certification on each request for payment: 41 of 49 45 “I hereby certify that the labor and materials listed on this request for payment have been used in the construction of this Work and that all materials included in this request for payment and not yet incorporated into the construction are now on the site or stored at an approved location, and payment received from the last request for payment has been used to make payments to all his Subcontractors and suppliers, except for the amounts listed below beside the names of the persons who performed work or supplied materials". In the event that the CONTRACTOR withholds payment from a Subcontractor or Supplier, the same amount of money shall be withheld from the CONTRACTOR’s payment until the issue is resolved by written agreement between them and then a joint check shall be made payable to the person in question and the CONTRACTOR in accordance with the settlement agreement, otherwise the mo ney shall be held by the OWNER until a judgment is entered in favor of the CONTRACTOR or the person, in which case the money shall be paid according with said judgment. Nothing contained herein shall indicate an intent to benefit any third persons who are not signatories to the Contract. 14.6 The CONSULTANT may refuse to approve the whole or any part of any payment if, in its opinion, it is unable to make such representations to the OWNER as required this Section 14. It may also refuse to approve any payment, or it may void any prior payment application certification because of subsequently discovered evidence or the results of subsequent inspection or tests to such extent as may be necessary in its opinion to protect the OWNER from loss because: 14.6.1 of Defective Work, or completed Work has been damaged requiring correction or replacement, 14.6.2 the Work for which payment is requested cannot be verified, 14.6.3 claims of Liens have been filed or received, or there is reasonable evidence indicating the probable filing or receipt thereof, 14.6.4 the Contract Price has been reduced because of modifications, 14.6.5 the CITY has correct Defective Work or completed the Work in accordance with Article 13. 14.6.6 of unsatisfactory prosecution of the Work, including failure to clean up as required by paragraphs 6.29 and 6.30, 14.6.7 of persistent failure to cooperate with other contractors on the Project and persistent failure to carry out the Work in accordance with the Contract Documents, 14.6.8 of liquidated damages payable by the CONTRACTOR, or 14.6.9 of any other violation of, or failure to comply with provisions of the Contract Documents. 14.7 Prior to Final Acceptance the OWNER, with the approval of the CONSULTANT, may use any completed or substantially completed portions of the Work provided such use does not interfere with the CONTRACTOR’s completion of the Work. Such use shall not constitute an acceptance of such portions of the Work. 14.8 The CITY shall have the right to enter the premises for the purpo se of doing Work not covered by the Contract Documents. This provision shall not be construed as relieving the CONTRACTOR of the sole responsibility for the care and protection of the Work, or the restoration of any damaged Work except such as may be caused by agents or employees of the OWNER. 14.9 Upon completion and acceptance of the Work the CONSULTANT shall issue a Certificate attached to the Final Application for Payment that the Work has been accepted by it under the conditions of the Contract Documents. The entire balance found to be due the CONTRACTOR, including the retained percentages, but except such sums as may be lawfully retained by the OWNER, shall be paid to the CONTRACTOR within thirty (30) calendar days of completion and acceptance of the Work. 14.10 Upon The awarded CONTRACTOR will be strongly encouraged to register as an ePayables Vendor with the Owner. The Bank of America ePayables Solution is an automated card payment process that shifts accounts payable disbursements to corporate purchasing cards. ePayables, streamline the process of making payments to your organization going forward, the City will provide the CONTRACTOR with a credit card account number to keep on file. This card has unique security features, with $0 of available funds until an invoice is approved for payment. After an invoice has received proper and complete approval, an electronic remittance advice will be sent via e-mail, or fax, which notifies the CONTRACTOR that the funds have been transferred in to the account linked to the card for the amount listed on the invoice and/or remittance email. Please refer to the ePayables Questions & Answers Form contained in this RFP or contact the OWNER’s Finance department at (305) 663-6343 with any questions. 42 of 49 46 Acceptance of Final Payment as Release 14.11 The Acceptance by the CONTRACTOR of Final Payment shall be and shall operate as a release to the OWNER and a waiver of all claims and all liability to the CONTRACTOR other than claims previously filed and unresolved. The waiver shall include all things done or furnished in connection with the Work and for every act and neglect of the OWNER and others relating to or arising out of this Work. Any payment, however, final or otherwise, shall not release the CONTRACTOR or its sureties from any obligations under the Contract Documents or the Performance Bond and Payment Bonds. 14.12 The CONSULTANT may void any certification of Substantial Completion or Final Completion of the Work as may be necessary in his opinion to protect the OWNER from loss if he determines, because of subsequently discovered evidence or the results of subsequent inspection or tests, that: 14.12.1 the Work is defective, or that the completed Work has been damaged due to the fault of the CONTRACTOR or any individual or entity operating under or through it requiring correction or replacement to the extent that the project is no longer Substantially Completed, or in the case of Final Completion certification, is no longer Finally Competed. 14.12.2 the Work necessary to be completed for the purpose of certifying the work as being Substantially Completed or Finally Completed cannot be verified, 14.12.3 claims or Liens have been filed or received, or there is reasonable evidence indicating the probable filing or receipt thereof that, if valid and paid, would reduce the amount owing to the CONTRACTOR BY 20% in the case of Substantial Completion and 5% in the case of Final Completion. 14.12.4 there is Defective Work the value of which, if deducted from the contract price would reduce the amount owing to the CONTRACTOR BY 20% in the case of Substantial Completion and 5% in the case of Final Completion. 14.13 If the CONSULTANT de-certifies any portion of the Work that was certified (“Initial Certification”) by the CONSULTANT, the CONTRACTOR shall repay to the City of South Miami any money paid as a result of said Initial Certification being issued which shall be paid only when the decertified work is re- certified. ARTICLE 15 – SUSPENSION OF WORK AND TERMINATION. 15.1 The CITY may, at any time and without cause, suspend the Work or any portion thereof for a period of not more than ninety (90) calendar days by notice in writing to the CONTRACTOR and the CONSULTANT, which shall fix the date on which Work shall be resumed. The CONTRACTOR shall be allowed an increase in the Contract Price or an extension of the Contract Time, or both, directly attributable to any suspension and if a claim is timely made and if it is allowed under the terms of Articles 11 or Article 12. City May Terminate 15.2 If the CONTRACTOR is adjudged bankrupt or insolvent, or if he makes a general assignment for the benefit of its creditors, or if a trustee or receiver is appointed for the CONTRACTOR or for any its property, or if he files a petition to take advantage of any debtor's act, or to reorganize under bankruptcy or similar laws, or if he repeatedly fails to supply sufficient skilled workmen or suitable materials or equipment, or if he repeatedly fails to make prompt payments to Subcontractors or for labor, materials or equipment or he disregards laws, ordinances, rules, regulations or orders of any public body having jurisdiction, or if he disregards the authority of the CONSULTANT, or if he otherwise violates any provision of, the Contract Documents, then the CITY may, without prejudice to any other right or remedy and after giving the CONTRACTOR and the Surety seven (7) calendar days written notice, terminate the services of the CONTRACTOR and take possession of the Project and of all m aterials, equipment, tools, construction equipment and machinery thereon owned by the CONTRACTOR, and finish the Work by whatever method it may deem expedient. In such case the CONTRACTOR shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the Contract Price exceeds the direct and indirect costs of completing the Project, including compensation for additional professional services, such excess shall be paid to the CONTRACTOR. If such costs exceed such unpaid balance, the CONTRACTOR or the Surety on the Performance Bond shall pay the 43 of 49 47 difference to the OWNER. Such costs incurred by the OWNER shall be determined by the CONSULTANT and incorporated in a Change Order. If after termination of the CONTRACTOR under this Section, it is determined by a court of competent jurisdiction for any reason that the CONTRACTOR was not in default, the rights and obligations of the OWNER and the CONTRACTOR shall be the same as if the termination had been issued pursuant to Section 15.5 15.3 Where the CONTRACTOR'S services have been so terminated by the CITY said termination shall not affect any rights of the OWNER against the CONTRACTOR then existing or which may thereafter accrue. Any retention or payment of moneys by the OWNER due the CONTRACTOR shall not release the CONTRACTOR from liability. 15.4 Upon seven (7) calendar days’ written notice to the CONTRACTOR and the CONSULTANT, the CITY may, without cause and without prejudice to any other right or remedy, elect to terminate the Contract for the convenience of the OWNER. In such case, the CONTRACTOR shall be paid for all Work executed and accepted by the CITY as of the date of the termination, minus any deduction for damage or Defective Work. No payment shall be made for profit for Work which has not been performed. 15.4A 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 the Contract Price without violating the intent of the Contract. Removal of Equipment 15.5 In the case of termination of this Contract before completion for any cause whatever, the CONTRACTOR, if notified to do so by the CITY, shall promptly remove any part or all of its equipment and supplies from the property of the OWNER. Should the CONTRACTOR not remove such equipment and supplies, the CITY shall have the right to remove them at the expense of the CONTRACTOR and the CONTRACTOR agrees that the OWNER shall not be liable for loss or damage to such equipment or supplies. Equipment and supplies shall not be construed to include such items for which the CONTRACTOR has been paid in whole or in part. Contractor May Stop Work or Terminate 15.6 If, through no act or fault of the CONTRACTOR, the Work is suspended for a period of more than ninety (90) calendar days by the CITY or by order of other public authority, or under an order of court or the CONSULTANT fails to act on any Application for Payment within thirty (30) calendar days after it is submitted, or the OWNER fails to pay the CONTRACTOR any sum approved by the CONSULTANT, within thirty (30) calendar days of its approval, and presentation, then the CONTRACTOR may, upon twenty (20) calendar days written notice to the CITY and the CONSULTANT, terminate the Contract. The CITY may remedy the delay or neglect within the twenty (20) calendar day time frame. If timely remedied by the CITY, the Contract shall not be considered terminated. In lieu of terminating the Contract, if the CONSULTANT has failed to act on an Application for Payment or the OWNE R has failed to make any payment as afore said, the CONTRACTOR may upon ten (10) calendar days’ notice to the CITY and the CONSULTANT stop the Work until it has been paid all amounts then due. Indemnification of Independent Consultant. 15.7 The CONTRACTOR and the CITY hereby acknowledges that if the CONSULTANT is an independent contractor of the OWNER, the CONSULTANT may be reluctant to rule on any disputes concerning the Contract Documents or on the performance of the CONTRACTOR or the OWNER pursuant to t he terms of the Contract Documents. Therefore, the OWNER, at the CONSULTANT’s request, agrees to provide the CONSULTANT with a written indemnification and hold harmless agreement to indemnify and hold the CONSULTANT harmless as to any decision in this regard before the CONSULTANT makes an interpretation, de-certifies a payment application, decertifies Substantial Completion, decertifies Final Completion, certifies an event of default, or approves any action which requires the approval of the CONSULTANT. 44 of 49 48 ARTICLE 16 – MISCELLANEOUS. 16.1 Whenever any provision of the Contract Documents requires the giving of written notice it shall be deemed to have been validly given if delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or if delivered at or sent by registered or certified mail, postage prepaid, to the last known business address. 16.2 The Contract Documents shall remain the property of the OWNER. The CONTRACTOR and the CONSULTANT shall have the right to keep one record set of the Contract Documents upon completion of the Project. 16.3 The duties and obligations imposed by these General Conditions, Special Conditions and Supplementary Conditions, if any, and the rights and remedies available hereunder, and, in particular but without limitation, the warranties, guarantees and obligations imposed upon CONTRACTOR by the Contract Documents and the rights and remedies available to the OWNER and CONSULTANT thereunder, shall be in addition to, and shall not be construed in any way as a limitation of, any rights and remedies available by law, by special guarantee or by other provisions of the Contract Documents. 16.4 Should the OWNER or the CONTRACTOR suffer injury or damage to its person or property because of any error, omission, or act of the other or of any of their employees or agents or others for whose acts they are legally liable, claim shall be made in writing to the other party within twenty -one (21) calendar days of the first observance of such injury or damage. ARTICLE 17 - WAIVER OF JURY TRIAL. 17.1 OWNER and CONTRACTOR knowingly, irrevocably voluntarily and intentionally waive any right either may have to a trial by jury in State or Federal Court proceedings in respect to any action, proceeding, lawsuit or counterclaim arising out of the Contract Documents or the performance of the Work thereunder. ARTICLE 18 - ATTORNEYS FEES JURISDICTION / VENUE / GOVERNING LAW. 18.1 The Contract shall be construed in accordance with and governed by the law of the State of Florida. 18.2 The parties submit to the jurisdiction of any court of competent jurisdiction in Florida regarding any claim or action arising out of or relating to the Contract or Contract Documents. Venue of any action to enforce the Contract shall be in Miami-Dade County, Florida. 18.3 Except as may be otherwise provided in the Contract Documents, all claims, counterclaims, disputes and other matters in question between the OWNER and the CONTRACTOR arising out of or relating to this Contract or the breach thereof, shall be decided in a court of competent jurisdiction within the State of Florida. ARTICLE 19 - PROJECT RECORDS. 19.1 The CITY shall have right to inspect and copy during regular business hours at OWNER’S expense, the books and records and accounts of CONTRACTOR which relate in any way to the Project, and to any claim for additional compensation made by CONTRACTOR, and to conduct an audit of the financial and accounting records of CONTRACTOR which relate to the Project. CONTRACTOR shall retain and make available to CITY all such books and records and accounts, financial or otherwise, which relate to the Project and to any claim for a period of three (3) years following final completion of the Project. During the Project and the three (3) year period following final completion of the Project, CONTRACTOR shall provide CITY access to its books and records upon five (5) business day’s written notice. 19.2 CONTRACTOR and all of its subcontractors are required to comply with t he public records law (s.119.0701) while providing services on behalf of the OWNER and the CONTRACTOR, under such conditions, shall incorporate this paragraph in all of its subcontracts for this Project. CONTRACTOR and its subcontractors are specifically required to: (a) Keep and maintain public records required by the public agency to perform the service; (b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law 45 of 49 49 for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency; and (d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 305-663-6340; E-mail: npayne@southmiamifl.gov; 6130 Sunset Drive, South Miami, FL 33143. 19.3 If CONTRACTOR or its subcontractor does not comply with a public records request, the CITY shall have the right to enforce this contract provision by specific performance and the person who violates this provision shall be liable to OWNER for its costs of enforcing this provision, including attorney fees incurred in all proceedings, whether administrative or civil court and in all appellate proceedings. ARTICLE 20 – SEVERABILITY. 20.1 If any provision of the Contract or the application thereof to any person or situation shall to any extent, be held invalid or unenforceable, the remainder of the Contract, and the application of such provisions to persons or situations other than those as to which it shall have been held invalid or unenforceable shall not be affected thereby, and shall continue in full force and effect, and be enforced to the fullest extent permitted by law. ARTICLE 21 – INDEPENDENT CONTRACTOR. 21.1 The CONTRACTOR is an independent CONTRACTOR under the Contract. Services provided by the CONTRACTOR shall be by employees of the CONTRACTOR and subject to supervision by the CONTRACTOR, and not as officers, employees, or agents of the OWNER. Personnel policies, tax responsibilities, social security and health insurance, employee benefits, purchasing policies and other similar administrative procedures, applicable to services rendered under the Contract shall be those of the CONTRACTOR. ARTICLE 22 – ASSIGNMENT. 22.1 The CONTRACTOR shall not transfer or assign any of its rights or duties, obligations and responsibilities arising under the terms, conditions and provisions of this Contract without prior written consent of the City Manager. The CITY will not unreasonably withhold and/or delay its consent to the assignment of the CONTRACTOR’s rights. The CITY may, in its sole and absolute discretion, refuse to allow the CONTRACTOR to assign its duties, obligations and responsibilities. In any event, the CITY shall not consent to such assignment unless CONTRACTOR remains jointly and severally liable for any breach of the Agreement by the assignee, the assignee meets all of the CITY’s requirements to the CITY’s sole satisfaction and the assignee executes all of the Contract Documents that were required to be executed by the CONTRACTOR IN WITNESS WHEREOF, the parties hereto have executed the General Conditions to acknowledge their inclusion as part of the Contract Documents on this ____ day of ________________, 20___, CONTRACTOR: _________________________ Signature:_______________________________ 46 of 49 50 Print Signatory’s Name:_____________________ Title of Signatory: _________________________ ATTESTED: OWNER: CITY OF SOUTH MIAMI Signature: _______________________ Signature: ______________________________ Nkenga Payne Steven Alexander City Clerk City Manager Read and Approved as to Form, Language, Legality, and Execution Thereof: Signature: ________________________ City Attorney 47 of 49 51 EXHIBIT 6 Supplementary Conditions CONSTRUCTION CONTRACT DANTE FASCELL ART IN THE PARK RFP PW2019-14 A. Consultant: In accordance with ARTICLE 1 of the General Conditions CONSULTANT is defined as the person identified as the CONSULTANT in the Supplementary Conditions or if none, then CITY’s designated representative as identified in the Supplementary Conditions. The CONSULTANT’s, if any, and the City’s Designated Representative’s name, address, telephone num ber and facsimile number are as follows: Consultant: Marlin Engineering 1700 NW 66 Avenue Ste. 106 Plantation, FL 33313 Ph: 305/477-7575 B. Termination or Substitution of Consultant: Nothing herein shall prevent the CITY f rom terminating the services of the CONSULTANT or from substituting another “person” to act as the CONSULTANT. C. Plans for Construction: The successful CONTRACTOR will be furnished ___________ sets of Contract Documents without charge. Any additional copies required will be furnished to the CONTRACTOR at a cost to the CONTRACTOR equal to the reproduction cost. D. The Scope of Services, also referred to as the Work in the contract documents, is as set forth in the RFP and in the attached EXHIBIT 1, Attachment A, B, & C to the RFP and if there is a conflict the attached Exhibit shall take precedence. E. Contractor shall comply with the insurance and indemnification requirements is set forth in the RFP and in the document set forth in the attached EXHIBIT 2 to the RFP and if there is a conflict the attached Exhibit shall take precedence. F. The Work shall be completed in 15 calendar days unless a shorter time is set forth in the Contract and in such event the Contract shall take precedent notwithstanding any provision in the General Conditions to the Contract that may be to the contrary. G. CONTRACTOR has reviewed and checked all information and data with respect to existing Underground Facilities or conditions at or contiguous to the site and assumes responsibility for the accurate location of all Underground Facilities and conditions that may affect the Work. It is agreed by the parties t hat no additional examinations, investigations, explorations, tests, reports or similar information or data in respect to any Underground Facilities or conditions are, or will be, required by CONTRACTOR to perform and furnish the Work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents. H. CONTRACTOR has given the City written notice of all conflicts, errors or discrepancies that it has discovered in the Contract Documents and, if any conflicts, errors or discrepancies have been found and notice given, the CONTRACTOR represents, by submitting its proposal to the City, that the CONTRACTOR has received sufficient notice of the resolution thereof from the City, that such resolution is acceptable to CONTRACTOR and that the CONTRACTOR waives any claim regarding the conflicts, errors or discrepancies. I. IN WITNESS WHEREOF, the parties hereto have executed the Supplementary Conditions to acknowledge their inclusion as part of the Contract on this ____ day of ________________, 20___, CONTRACTOR: ______________________________ Signature: ____________________________________ 48 of 49 52 Print Signatory’s Name: __________________________ Title of Signatory: ______________________________ ATTESTED: OWNER: CITY OF SOUTH MIAMI Signature: _______________________ Signature: __________________________ Nkenga Payne Steven Alexander City Clerk City Manager Read and Approved as to Form, Language, Legality, and Execution Thereof: Signature: ________________________ City Attorney END OF DOCUMENT 49 of 49 53 EXHIBIT No. 1 SCOPE OF SERVICES Attachment A DANTE FASCELL ART IN THE PARK RFP PW2019-14 Scope of Services & Schedule of Values/Summary of Quantities I.General Requirements: The work specified in this Request for Proposal (RFP) shall consist of furnishing all goods, materials, supplies and services to perform the work described in this RFP. The work is to be performed per specifications and the contract documents. This includes, but is not limited to the furnishing all labor of Contractor and the labor of all allowable subcontractors, and cost of disposal of materials as well as all necessary machinery, tools, transportation, equipment rental and permits, to perform all of the Work described in this RFP and which is necessary to provide a completed project that meets all of the needs described in this Scope of Services. Prior to any digging, Respondents must locate all underground utilities and other facilities as well as contacting Sunshine 811 to coordinate the process between excavators and member utilities in Florida so that they can mark the approximate location of underground lines, pipes and cables on construction site. Permit fees are waived for permits required to be issued directly by the City of South Miami. Permit fees from other government entities, if required, shall be the responsibility of the Respondent/Contractor however, in all cases; it is the responsibility of Respondents/Contractors to secure any and all permits that may be required for this project. The work associated with this project should be reflected in the “Construction Bid Form”, Exhibit 3 and Schedule of Values Form, “Scope of Services,” Exhibit 1, Attachment B. THE CITY WILL AWARD THE ENTIRE PROJECT TO A SINGLE GENERAL CONTRACTOR BASED ON THE LUMP SUM AMOUNT SUBMITTED. II.Scope of Work: The Scope of work includes but it is not limited to transportation and installation of three (3) sculptures to Dante Fascell Park. The installation will require the permitting and construction of the three (3) sculpture concrete footers and placement of the sculpture on the footers. The grade around the concrete footers will be adjusted to allow for proper slope around the concrete footer. 1 of 49 54 Work activity is limited to the hours from 7:00 a.m. through 6:00 p.m., on weekdays from Monday through Saturday. III.Site Location: The project is located Dante Fascell Park, located at 8700 SW 57 Avenue, South Miami, FL 33143. REFER TO “CONSTRUCTION PLANS & DRAWINGS; EXHIBIT 1 “SCOPE OF SERVICES” ATTACHMENT C. IV.Construction Notes: Values utilized for the purpose of this RFP are approximate. Contractor is responsible to field verify the areas, and quantities as per the limits defined by the site plan. WHEN SUBMITTING THE BID PACKAGE, THE RESPONDENT IS TO PROVIDE A LUMP SUM PRICE PER THE SCHEDULE OF VALUES, “SCOPE OF SERVICES” EXHIBIT 1, ATTACHMENT B. WHEN PREPARING AND SUBMITTING THE COMPLETED “SCHEDULE OF VALUES,” THE RESPONDENT SHALL INCLUDE THE CONTINGENCY IN THEIR TOTAL BASE BID. V.Plans and Specifications: Please refer to “Construction Plans and Drawings.” Please refer to Exhibit 1, “Scope of Services” Attachment C.” VI.Project Duration: The complete construction of the project is 15 calendar days from notice to proceed. VII.Warranty: If equipment is being provided, the standard manufacturer’s warranty information must be provided in writing for all equipment being proposed, including installation by an authorized dealer before final payment is made. NOTE: A Performance and Payment Bond is required for the full amount of the project END OF SECTION 2 of 49 55 EXHIBIT No. 1 SCOPE OF SERVICES Attachment B “SCHEDULE OF VALUES” DANTE FASCELL ART IN THE PARK RFP PW2019-14 RESPONDENTS ARE TO COMPLETE THE “SCHEDULE OF VALUES” FORM. 3 of 49 2,000.00 2,000.00 1,500.00 1,500.00 3,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 70.00 1,750.00 1,000.00 1,000.00 15.00 1,125.00 500.00 3,000.00 10.00 750.00 20.00 1,500.00 18,125.00 21,625.00 2,162.50 1,200.00 24,987.50 56 EXHIBIT 2 DANTE FASCELL ART IN THE PARK RFP PW2019-14 Insurance & Indemnification Requirements 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 at its own expense during the life of the Contract, insurance of the types and in the minimum amounts stated below as will protect the FIRM, from claims which may arise out of or result from the contract or the performance of the contract with the City of South Miami, whether such claim is agains t the FIRM or any sub-contractor, or by anyone directly or indirectly employed by any of them or by anyone for whose acts any of them may be liable. B.No insurance required by the CITY shall be issued or written by a surplus lines carrier unless authorize d in writing by the CITY and such authorization shall be at the CITY’s sole and 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 by the State of Florida, as will protect the FIRM, at a minimum, from all claims as set forth below which may arise out of or result from the FIRM's operations under the Contract and for which the FIRM may be legally liable, whet her such operations be by the FIRM or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: (a) claims under workers' compensation, disability benefit and other similar employee benefit acts which are applicable to the Work to be performed; (b) claims for damages because of bodily injury, occupational sickness or disease, or death of the 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 to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting there from; (f) claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; (g) claims for bodily injury or property damage arising out of completed operations; and (h) claims involving contractual liability insurance applicable to the FIRM's obligations under the Contract. Firm’s Insurance Generally. The FIRM shall provide and maintain in force and effect until all the Work to be performed under this Contract has been completed and accepted by CITY (or for such duration as is otherwise specified hereinafter), the insurance coverage written on Florida approved forms and as set forth below: 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 of Worker's Compensation Insurance. 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; Umbrella Commercial Comprehensive General Liability insurance shall be written on a Florida approved form with the same coverage as the primary insurance policy but in the amount of $1,000,000 per claim and 12 of 49 57 $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 and Operation (b) Independent Contractors (c) Products and/or Completed Operations Hazard (d) Explosion, Collapse and Underground Hazard Coverage (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. 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) Hired and Non-Owned Vehicles (c) Employers' Non-Ownership 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 these insurance and indemnification requirements, other than the Fire and Extended Coverage Insurance and substituting the word Subcontra ctor for the word FIRM where applicable. Fire and Extended Coverage Insurance (Builders’ Risk), IF APPLICABLE: A.In the event that this contract involves the construction of a structure, the CONTRACTOR shall maintain, with an Insurance Company or Insurance Companies acceptable to the CITY, "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 b elonging 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 a building that is being renovated by reason of this contract. The amount of insurance must, at all times, be at least equal to the replacement and actual cash value of the insured property. The policy shall be in the name of the CITY and the CONTRACTOR, as their interest may appear, and shall also cover the interests of all Subcontractors performing Work. B.All of the provisions set forth in the Miscellaneous section below shall apply to this coverage unless it would be clearly not applicable. 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 so as to provide continuous coverage as specified in this section and so as to maintain coverage during the life of this Contract. B.All deductibles must be declared by the FIRM and must be approved by the CITY. At the option of the CITY, either the FIRM shall eliminate or reduce such deductible or the FIRM shall procure a Bond, in a form satisfactory to the CITY 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 of the required policies for review. All policies shall contain a “severability of interest” or “cross liability” clause without obligation for premium payment of the CITY as well as contractual liability provision covering the Contractors duty to indemnify the City as provided in this Agreement. D.Before starting the Work, the FIRM shall deliver to the CITY and CONSULTANT certificates of such insurance, acceptable to the CITY, as well as the insurance binder, if one is issued, the insurance policy, including the declaration page and all applicable endorsements and provide the name, address and 13 of 49 58 telephone number of the insurance agent or broker through whom the policy was obtained. The insurer shall be rated A.VII or better per A.M. Best’s Key Rating Guide, latest edition and authorized to issue insurance in the State of Florida. All insurance policies must be written on forms approved by the State of Florida and they must remain in full force and effect for the duration of the contract period with the CITY. The FIRM may be required by the CITY, at its sole discretion, to provide a “certified copy” of the Policy (as defined in Article 1 of this document) which shall include the declaration page and all required endorsements. In addition, the FIRM shall deliver, at the time of delivery of the insurance certificate, the following endorsements: (1)a policy provision or an endorsement with substantially similar provisions as follows: “The City of South Miami is an additional insured. The insurer shall pay all sums that the City of South Miami becomes legally obligated to pay as damages because of ‘bodily in jury”, ‘property damage’, or ”personal and advertising injury” and it will provide to the City all of the coverage that is typically provided under the standard Florida approved forms for commercial general liability coverage A and coverage B”; (2)a policy provision or an endorsement with substantially similar provisions as follows: “This policy shall not be 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 of the intent to materially modify the policy or to cancel or terminate the policy for any reason. The notification shall be delivered to the City by certified mail, with proof of delivery to the City.” 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 to the 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% of the limit of liability providing for all sums which the FIRM shall become legally obligated to pay as damages for claims arising out of 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 of the 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 at the 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 or on behalf of the 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 of a negligent error, omission, misconduct, or any gross neg ligence, 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 of the 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 14 of 49 59 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 of the 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 of their agents, representatives, employees, or assigns, or anyone acting through or on behalf of them. E.The Contractor has the duty to provide a defense with an attorney or law firm approved by the City of South Miami, which approval will not be unreasonably withheld. F.However, as to design professional contracts, and pursuant to Section 725.08 (1), 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 of the design professional and other persons employ ed or utilized by the design professional in the performance of the contract. END OF SECTION 15 of 49 60 09/23/2019 Eastern Insurance Group, Inc. 9570 SW 107 Avenue Suite 104 Miami FL 33176 Amanda Nogues (305) 595-3323 (305) 595-7135 amanda@easterninsurance.net Maggolc, Inc. 11020 SW 55 Street Miami FL 33165 Colony Insurance Company 39993 Mapfre Insurance Co. of Florida 34932 National Union Fire Ins. Co.19445 BusinessFirst Insurance Co.11697 Master 19-20 A Y 103 GL 0031393-00 09/22/2019 09/22/2020 1,000,000 100,000 5,000 1,000,000 2,000,000 2,000,000 B 5204070000589 07/17/2019 07/17/2020 1,000,000 C EBU080703521 09/22/2019 09/22/2020 3,000,000 3,000,000 D 521-11888 09/22/2019 09/22/2020 1,000,000 1,000,000 1,000,000 Asphalt paving, concrete construction and drainage construction City of South Miami and Miami Dade County are listed as an additional named insured and shall be provided written notice 30 days before modification of this policy or cancellation for nonpayment of premium or otherwise. Coverage as an additional insured is provided if required by written contract. City of South Miami 6130 Sunset Drive Miami FL 33143 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 61 EXHIBIT 3 DANTE FASCELL ART IN THE PARK RFP PW2019-14 CONSTRUCTION BID FORM THIS PROPOSAL IS SUBMITTED TO: Steven Alexander City Manager City of South Miami 6130 Sunset Drive South Miami, FL 33143 1.If this Proposal is accepted, the undersigned Respondent agrees to enter into a Contract with the City of South Miami in the form included in this Solicitation Package and to perform and furnish all work as specified or indicated in this Solicitation, including as set forth in Exhibit 1 (Scope of Services, Attachment A, B & C) for the Proposed Price as set forth below, within the Contract Time and in accordance with the other terms and conditions of the Solicitation Package. 2.Respondent accepts all of the terms and conditions of the Solicitation and Instructions to Respondents, including without limitation those dealing with the disposition of Proposal/Bid Bond, if required. This Proposal will remain subject to acceptance for 180 calendar days after the day of the Proposal Opening. The Respondent, by signing and submitting this proposal, agrees to all of the terms and conditions of the form of contract that is a part of the Solicitation package with appropriate changes to conform to the information contained in this Bid Form. Respondent agrees to sign and submit the Bonds, if required by this Solicitation, required insurance documents, and other documents required by the Solicitation, including the Contract if not already submitted, within ten (10) calendar days after the date of the City ’s Notice of Award. 3.In submitting this Proposal, Respondent represents that: a.Respondent has examined copies of all the Solicitation Documents and of the following Addenda, if any (receipt of all which is hereby acknowledged.) Addendum No. Dated: b.Respondent has familiarized himself with the nature and extent of the Contract Documents, the proposed work, site, locality, and all local conditions and laws and regulations that in any manner may affect cost, progress, performance or furnishing of the Work. c.Subsurface conditions: If applicable to this Solicitation, the Respondent represents that: i.Respondent has studied carefully all reports and drawings, if applicable, of subsurface conditions and drawings of physical conditions. ii.Respondent has obtained and carefully studied (or assumes respons ibility for obtaining and carefully studying) all such examinations, investigations, explorations, tests and studies in addition to or to supplement those referred to in this paragraph which pertain to the subsurface or physical conditions at the site or otherwise may affect the cost, progress, performance, or the furnishing of the Work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents. The Respondent hereby acknowledges that no additional examinations, investigations, explorations, tests, reports or similar information or data are, or will, be required by Respondent for any reason in connection with the Proposal. The failure of the Respondent to request a pre-bid marking of the construction site by any or all utility companies shall create an irrefutable presumption that the Respondent’s bid, or proposal price, has taken into consideration all possible 16 of 49 1 12/27/19 62 underground conditions and Respondent, if awarded the contract, shall not be en titled to a change order for any such condition discovered thereafter. iii.Respondent has correlated the results of all such observations, examinations, investigations, explorations, tests, reports and studies with the terms and conditions of the Contract Docu ments. iv.Respondent has reviewed and checked all information and data shown or indicated in the Solicitation Package or in the Contract Documents with respect to existing Underground Facilities or conditions at or contiguous to the site and assumes responsib ility for the accurate location of all Underground Facilities and conditions that may affect the Work. No additional examinations, investigations, explorations, tests, reports or similar information or data in respect to any Underground Facilities or conditions are, or will be, required by Respondent in order to perform and furnish the Work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents unless the Proposal specifically states that the contract price is subject to adjustment for future discovery of underground facilities and/or conditions that affect the cost of the Work and unless the respondent makes a written request to the City for additional information prior to submitting the bid or proposal as required in subsection ii above, d.Respondent has given the City written notice of all conflicts, errors or discrepancies that it has discovered in the Contract Documents and, if any conflicts, errors or discrepancies have been found and notice given, the Respondent represents, by submitting its proposal to the City, that the Respondent has received sufficient notice of the resolution thereof from the City, that such resolution is acceptable to Respondent and that the Respondent waives any claim regarding the conflicts, errors or discrepancies. e.This Proposal is genuine and not made in the interest of or on behalf of any undisclosed person, firm or corporation and is not submitted pursuant to any agreement or rules of any group, associat ion, organization, or corporation; Respondent has not directly or indirectly induced or solicited any other Respondent to submit a false or sham Proposal; Respondent has not solicited or induced any person, firm or corporation to refrain from responding; and Respondent has not sought by collusion or otherwise to obtain for itself any advantage over any other Respondent or over the CITY. 4.Respondent understands and agrees that the Contract Price is the amount that it needs to furnish and install all of the Work complete and in place. The Schedule of Values, if required, is provided for the purpose of Proposal Evaluation and when initiated by the CITY, it shall form the basis for calculating the pricing of change orders. The Contract Price shall not be adjusted in any way so as to result in a deviation from the Schedule of Values, except to the extent that the CITY changes the Scope of the Work after the Contract Date. As such, the Respondent shall furnish all labor, materials, equipment, tools, superintendence and services necessary to provide a complete, in place, Project for the Proposal Price. If this Solicitation requires the completion of a Respondent Cost and Technical Proposal, if any, as may be set forth in in an exhibit to this Solicitation, such proposal must be attached to this Construction Bid Form and will take the place of the Lump Sum Price, otherwise, the Contract Price for the completed work is as follows: LUMP SUM BASE PRICE: ______________________ dollars and ________________cents Alternates: #1__________________ #2______________________________ A fee breakdown for each task included in the lump sum contract price, if applicable, must be provided. Failure to provide this information shall render the proposal non-responsive. 5.The ENTIRE WORK for this project is in accordance with Exhibit 1, Scope of Services, Attachment A B & C and shall be completed, in full, within 15 calendar days from the commencement date set forth in the NOTICE TO PROCEED. Failure to complete the entire work during the described time period shall result in the assessment of liquidated damages as may be set forth in the Contract. 6.Insert the following information for future communication with you concerning this Proposal: 17 of 49 24,987 50 ---------------- 63 RESPONDENT: Address: Telephone: Facsimile: Contact Person 7.The terms used in this Proposal which are defined in the Contract shall have the same meaning as is assigned to them in the Contract Documents, unless specifically defined in this Solicitation Package. 8.If a Respondent’s Cost & Technical Proposal, if any, is required by the Solicitation, Respondent hereby certifies that all of the facts and responses to the questions posed in the Cost & Technical Proposal, if such an exhibit is made a part of the Solicitation, are true and correct and are hereby adopted as part of this Construction Bid Form, and are made a part of this proposal, by reference. 9.By submitting this proposal, I, on behalf of the business that I represent, hereby agree to the terms of the form of contract contained in the Solicitation package and I agree to be bound by those terms, with any appropriate blank boxes, if any, checked and any blank lines filled in with the appropriate information contained in the Solicitation Documents and this Proposal, or such information that the City and I have agreed upon in the course of contract negotiations and which have been confirmed by the City in writing, including e-mail confirmation, if any. I hereby certify under penalty of perjury that I am the lawful representative of the business entity referenced in this Bid Form, that I have authority to bid for that entity, that I have authority to sign contracts for that entity and bind it to those contract terms and that all of the information and representations contained herein are true and correct to the best of my knowledge, information and belief. SUBMITTED THIS DAY OF 20____. PROPOSAL SUBMITTED BY: Company Telephone Number Name of Person Authorized to Submit Proposal Fax Number Signature Email Address Title END OF SECTION 18 of 49 MAGGOLC INC 11020 SW 55 ST MIAMI FL 33165 786-291-2949 786-472-8831 MARIO GONZALEZ 31 DECEMBER 19 MAGGOLC INC 786-291-2949 MARIO GONZALEZ 786-472-8831 MAGGOLC@YAHOO.COM PRESIDENT 64 RE: DANTE FASCELL ART IN PUBLIC PLACES - INVITATION TO BID From:Aurelio Carmenates (acarmenates@southmiamifl.gov) To:maggolc@yahoo.com Cc:skulick@southmiamifl.gov; skamali@southmiamifl.gov Date:Friday, December 27, 2019, 11:25 AM EST Please note an addendum for time extension to be December 30, 2019 at 10am. Thanks, AURELIO J. CARMENATES, P.E. Capital Improvement Program Project Manager Public Works Engineering & Construction Division 4795 SW 75th Avenue Miami, Fl 33155 Main: (305)-403-2063 Fax: (305)-668-7208 ATTENTION: This e-mail may contains PRIVILEGED AND CONFIDENTIAL INFORMATION intended only for the use of the addressee named above. If you are not the intended receiver, you are hereby notified that any dissemination of this communication is strictly prohibited. If you have received this e-mail in error, please immediately notify us by telephone, call collect if outside of your area code and delete this e-mail. We will reimburse you for the cost of your long distance call. Thank you. Please also note: All e-mails to and from this e-mail site are kept as a public record. Your e-mail communications, including your e-mail address may be disclosed to the public and media at any time pursuant to Florida Statutes, ch. 119. From: Aurelio Carmenates Sent: Friday, December 20, 2019 9:45 AM To: Mario Gonzalez (maggolc@yahoo.com) <maggolc@yahoo.com> Cc: Kulick, Steven P <SKulick@southmiamifl.gov> Subject: FW: DANTE FASCELL ART IN PUBLIC PLACES - INVITATION TO BID Importance: High Please note Mr. Kulick will be out of town next week therefore please submit any questions or concerns in writing to me immediately. Thanks, AURELIO J. CARMENATES, P.E. Capital Improvement Program Project Manager 65 EXHIBIT 4 CONSTRUCTION CONTRACT DANTE FASCELL ART IN THE PARK RFP PW2019-14 THIS CONTRACT was made and entered into on this _________ day of _________________, 20____, by and between _________________________________________________ (hereafter referred to as “Contractor”), and the City of South Miami (hereafter referred to as “Owner”), through its City Manager (hereafter referred to as “City”). . WITNESETH: That, the Contractor, for the consideration hereinafter fully set out, hereby agrees with the Owner as follows: 1.The Contractor shall furnish all labor, materials, equipment, machinery, tools, apparatus, transportation and any other items necessary to perform all of the work shown on and described in the Contract Documents and shall do everything required by this Contract and the other Contract Documents hereinafter referred to as the Work. 2.The Contract Documents shall include this Contract, General Conditions to the Contract, if any, the drawings, plans, specifications and project manual, if any, any supplementary or special conditions, other documents referring to this contract and signed by the parties , the solicitation documents (“hereinafter referred to as “Bid Documents”) and any documents to which those documents refer which are used by the Owner as well as any attachments or exhibits that are made a part of any of the documents described herein. 3.The Contractor shall commence the Work to be performed under this Contract on a date to be specified in a Notice to Proceed and shall complete all Work hereunder within the length of time set forth in the Contract Documents. 4.The Owner hereby agrees to pay to the Contractor for the faithful performance of this Contract, subject to additions and deductions as provided in the Contract Documents and any properly approved, written change orders, in lawful money of the United States, the Lump Sum amount of: ______________________________________________________________Dollars ($_________________. __) (Spell Dollar Amount above) (“Contract Price”). 5.The expenses of performing Work after regular working hours, and on Sunday and legal holidays shall be included in the Contract Price. The City may demand, at any point in time, that any part, or all, of the Work be performed after regular working hours. In such event, the Respondent shall have no right to additional compensation for such work. However, nothing contained herein shall authorize work on days and during hours that are otherwise prohibited by ordinance unless specifically authorized or instructed in writing by the City. 6.If the Work is expected to require more than one month, the Owner shall make monthly partial payments to the Contractor on the basis of a duly certified and approved schedule of values for the Work performed during each calendar month by the Contractor, less the retainage (all as provided for in the Contract Documents), which is to be withheld by the Owner until completion and acceptance of the complete project in accordance with this Contract and the other Contract Documents and until such Work has been accepted by the City. 7.Upon submission by the Contractor of evidence satisfactory to the Owner that all labor, material, and other costs incurred by the Contractor in connection with the construction of the Work have been paid in full, and after compliance with the terms for payment provided for in the Contract Documents, final payment on account of this Contract shall be made within seventy five (75) 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 completed in 15 calendar days. In the event that the Contractor shall fail to complete the Work within the time limit stipulated in the Contract Documents, or the extended time limi t 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 $2,500 per dollars per day, plus any monies paid by the Owner to the Consultant, if any, for additional engineering and inspection services, if any, associated with such delay. 19 of 49 31 DECEMBER 19 MAGGOL INC TWENTY-FOUR THOUSAND, NINE HUNDRED AND EIGHTY- SEVEN DOLLARS WITH FIFTY CENTS 24,987 50 66 9.It is 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 so to do, furnish an additional bond or bonds in such form and amount and with such Surety or Sureties as shall be satisfactory to the City. In such event, no further payment to the Contractor shall be deemed to be due under this Contract until such new or additional security for the faithful performance of the Work is furnished in the manner and in the form satisfactory to the City. 10.No additional Work or extras shall be done unless the same is duly authorized in writing, and in advance of the work, by appropriate action by the City and in accordance with the Con tract Documents. 11.The date that this contract was “made and entered into” and its effective date is the date that the contract is the signed by the City or, if the contract is required to be approved by resolution of the City Commission, then the Effective Date is the date of the resolution approving the Contract whichever is the later date. IN WITNESS WHEREOF, the parties hereto have executed this Contract on the day and date set forth next to their name below and may be signed in one or more counterparts, each of which shall, without proof or accounting for the other counterpart, be deemed an original Contract. CONTRACTOR: _______________________________ Signature: ________________________________ Print Signatory’s Name: ________________________________ Title of Signatory: ________________________________ ATTESTED: OWNER: CITY OF SOUTH MIAMI Signature: _______________________ Signature: ______________________ Nkenga Payne Steven Alexander City Clerk City Manager Read and Approved as to Form, Language, Legality, and Execution Thereof: Signature: ________________________ City Attorney 20 of 49 MAGGOLC INC MARIO GONZALEZ PRESIDENT 67 EXHIBIT 5 CONSTRUCTION CONTRACT GENERAL CONDITIONS CONSTRUCTION CONTRACT DANTE FASCELL ART IN THE PARK RFP PW2019-14 ARTICLE 1 – DEFINITIONS Whenever used in these General Conditions or in the other Contract Documents, the following terms shall have the meaning indicated. These definitions shall always apply when the section of the Contract specifically refers to this Article for the purpose of interpreting a word or group of words in that section of the Contract Document. However, when the section of the Contract, where the word to be defined is used, does not specifically refers to this Article to define the word or group of words, the definitions contained in this Article shall not apply unless the word or group of words, in the context of it or their use in the Contract Document in question, i s/are ambiguous and open for interpretation. In addition, these definitions shall also not apply to interpret terms in a specific provision of a Contract Document if that specific provision contains a definition of these terms: Addenda: Written or graphic documents issued prior to the Bid Opening which modify or interpret the Contract Documents, Drawings and Specifications, by addition, deletions, clarifications or correction. Application for Payment: A form approved by the CONSULTANT, if any, or the City Manager which is to be used by the CONTRACTOR in requesting progress payments. Bid: The offer or proposal of the Bidder submitted on the prescribed form setting forth the prices and other terms for the Work to be performed. Bidder: Any person, firm or corporation submitting a response to the Owner’s solicitation for proposals or bids for Work. Bid Documents: The solicitation for bids or proposals and all documents that make up the solicitation including the instructions, form of documents and affidavits. Bonds: Bid bond, performance and payment bonds and other instruments of security, furnished by the CONTRACTOR and its surety in accordance with the Contract Documents and in accordance with the laws of the State of Florida. Change Order: A written order to the CONTRACTOR signed by the City Manager authorizing an addition, deletion or revision in the Work, or an adjustment in the Contract Price or the Contract Time issued after execution of the Contract. Work Order Proposals: Written proposals from the CONTRACTOR in response to orders or request for work based on the Scope of the Work provided by the City to the CONTRACTOR. The proposal includes line item pricing, where there are multiple locations, and the timeframe for completing the work. CITY: The City Manager for the City of South Miami, 6130 Sunset Drive, South Miami, FL 33143, unless the context wherein the word is used should more appropriately mean the City of South Miami. Construction Observer: An authorized representative of the CONSULTANT, if any, or otherwise a representative of the City assigned to observe the Work performed and materials furni shed by the CONTRACTOR. The CONTRACTOR shall be notified in writing of the identity of this representative. Contract Documents: The Contract Documents shall include the Contract between the Owner and the Contractor, other documents listed in the Contract and modifications issued after execution of the Contract as well as all Bid Documents including but not limited to the solicitation for Bid, CONTRACTOR’S Bid, the Bonds, Insurance endorsements, Insurance Certificates and policies, the Notice of Award, the Notice to Proceed, the General Conditions, Special Conditions, if any, any Supplementary Conditions, the Technical Specifications, Drawings, including any incorporated specifications, addenda to the drawings issued prior to execution of the Contract, Change Orders, Construction Change Directives and any written order for a minor change in the Work, and written modifications to any of the Contract Documents. Contract Price: The total moneys payable to the CONTRACTOR pursuant to the terms of the Contract Documents. Contract Time: The number of calendar days stated in the Contract for the completion of the Work. Contracting Officer: The individual who is authorized to sign the contract documents on behalf of the OWNER. CONTRACTOR: The person, firm or corporation with whom the OWNER has executed the Contract. 21 of 49 68 CONSULTANT: The person identified as the CONSULTANT in the Supplementary Conditions or, if none, then CITY’s designated representative as identified in the Supplementary Conditions. Day: A period of twenty-four hours measured from the beginning of the day at 12:01 a.m. and it shall be presumed to be a calendar day unless specifically designated as a business day. Days: The number of twenty-four (24) hour periods following the event to which the word “days” refers commencing at 12:01 a.m. at the start of the next day. Therefore, in computing any period of time prescribed or allowed by the Contract Documents, the day of the act, event or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included unless it is a Saturday, Sunday or legal holiday, in which event the period shall run until the end of the next business day that is not a Saturday, Sunday or legal holiday. 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 permitted by the Contract Documents. Drawings: The drawings which show the character and Scope of the Work to be performed and which have been prepared or approved by the CONSULTANT, or if none, then by an architect or engineer hired by the City and are referred to in the Contract Documents. Field Order: A written order issued by the CONSULTANT which clarifies or interprets the Contract Documents in accordance with Paragraph 9.3 or orders minor changes in the Work in accordance with paragraph 10.2. Modification: (a) A written amendment of the Contract Documents signed by both parties, (b) a Chang e Order signed by both parties, (c) a written clarification or interpretation if issued by the CONSULTANT in accordance with paragraph 9.3 or (d) a written order for minor change or alteration in the Work issued by the CONSULTANT pursuant to Paragraph 10.2. A modification may only be issued after execution of the Contract, it must be in writing and signed by the party against whom the modification is sought to be enforced. Non-conforming Work means work that does not conform to the Contract Documents and includes work that is unsatisfactory, faulty, or deficient or that does not meet the requirements of any applicable inspection, reference standard, 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 CONSULTANT’s recommendation of final payment (unless responsibility for the protection thereof has been assumed in writing by CITY). Notice of Award: The written notice by CITY to the apparent successful Bidder stating that upon compliance with the conditions precedent to be fulfilled by it within the time specified, CITY will execute and deliver the Contract to him. Notice to Proceed: A written notice given by CITY to CONTRACTOR (with copy to CONSULTANT) fixing the date on which the Contract Time shall commence to run and on which CONTRACTOR shall start to perform its obligations under the Contract Documents. Person: An individual or legal entity. Project: The entire construction operation being performed as delineated in the Contract Documents. Policy: The term “policy” as used in the Contract Documents shall mean the insurance binder, if it is issued, the declaration page of the policy and the body of the policy, including all endorsements. RFP: Request for Proposal. Scope of Services. This phrase refers to the scope of the services or work to be performed and it has the same meaning as Scope of the Work unless the context in which the phase is used clearly means otherwise. Shop Drawings: All drawings, diagrams, illustrations, brochures, schedules and other data which are prepared by the CONTRACTOR, a Subcontractor, manufacturer, supplier, or distributor, and which illustrate the equipment, material or some portion of the work and as required by the Contract Documents. Samples: Physical examples which illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. Specifications: Those portions of the Contract Documents consisting of written technical descriptions of materials, equipment, construction systems, standards and workmanship as applied to the Work. Subcontractor: An individual, firm or corporation having a direct contract with CONTRACTOR or with any other Subcontractor for the performance of a part of the Work at the construction site. 22 of 49 69 Substantial Completion: The date, as certified by the CONSULTANT, when the construction of the Project or a certified part thereof is sufficiently completed, in accordance with the Contract Documents, so that the Project, or a substantial part, can be utilized for the purposes for which it was intended without restriction or limitation to any degree, other than for the repair of minor “punch list” items; or if there be no such certification, the date when final payment is due in accordance with paragraph 14.9. However, in no event shall the project or portion thereof, be deemed to be substantially completed until a certificate of occupancy or certificate of use is lawfully issued by the applicable governmental agency. A certificate of Substantial Completion, issued by the CONSULTANT, shall be null and void if it is based on false, misleading or inaccurate information, from any source, or when it would not have been issue but for the consideration of Work that i s thereafter found to be defective to a degree greater than that which would normally to be considered by the City to be minor “punch list” work. Supplier: Any person or organization who supplies materials or equipment for the Work, including the fabricat ion of an item, but who does not perform labor at the site of the Work. Surety: The individual or entity who is an obligor on a Bond and who is bound with the CONTRACTOR for the full and faithful performance of the Contract and for the payment of all labor, services and materials used on the project. Work: Any and all obligations, duties and responsibilities necessary for the successful performance and completion of the Contract. Notice: The term “Notice” as used herein shall mean and include all written notices, demands, instructions, claims, approvals and disapprovals required to obtain compliance with Contract requirements. Written notice shall be deemed to have been duly served if delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or to an authorized representative of such individual, firm, or corporation, or if delivered at or sent by registered mail to the last known business address. Unless otherwise stated in writing, any notice to or demand upon the OWNER under this Contract shall be delivered to the City Manager and the CONSULTANT. ARTICLE 2 – PRELIMINARY MATTERS Award: 2.1 The CITY reserves the right to reject any and all Bids, at its sole discretion. Bids shall be awarded by the CITY to the lowest responsive and responsible Bidder. No Notice of Award shall be given until the CITY has concluded its investigation, as it deems necessary, to establish, to the satisfaction of the CITY, which Bidder is the most responsive and responsible of all the Bidders to complete the Work within the time prescribed and in accordance with the Contract Documents. The CITY reserves the right to reject the Bid of any Bidder who is not believed to be, in the sole discretion and satisfaction of the City, to be sufficiently responsible, qualified and financial able to perform the work. In analyzing a Bid, the CITY may also take into consideration alternate and unit prices, if requested by the Bid forms. If the Contract is awarded, the CITY shall issue the Notice of Award and give the successful Bidder a Contract for execution within ninety (90) day after opening of Bids. Execution of Contract: 2.2 At least four counterparts of the Contract, the Performance and Payment Bond, the Certificates of Insurance, the Binder of Insurance if issued, the Insurance Declaration Page if not included in the Policy of Insurance, the Policy of Insurance required by the Contract Documents, the written notice of designated supervisor or superintendent as provided in Section 6.1 of the General Conditions and such other Documents as required by the Contract Documents shall be executed and delivered by CONTRACTOR to the CITY within ten (10) calendar days of receipt of the Notice of Award. A Contract Document that requires the signature of a party may be executed in counterparts separately by each of the parties and, in such event, each counterpart separately executed shall, without proof or accounting for the other counterpart be deemed an original Contract Document. Forfeiture of Bid Security/Performance and Payment Bond, if any are required by the applicable RFP: 2.3 Within ten (10) calendar days of being notified of the Award, CONTRACTOR shall furnish a Performance Bond and a Payment Bond containing all the provision s of the Performance Bond and Payment Bond attached. 2.3.1 Each Bond shall be in the amount of one hundred percent (100%) of the Contract Price guaranteeing to OWNER the completion and performance of the Work covered in such Contract 23 of 49 70 as well as full payment of all suppliers, material man, laborers, or Subcontractor employed pursuant to this Project. Each Bond shall be with a Surety company whose qualifications meet the requirements of Sections 2.3.4, 2.3.5, and 2.3.6. 2.3.2 Each Bond shall continue in effect for five years after final completion and acceptance of the Work with the liability equal to one hundred percent (100%) of the Contract Sum. 2.3.3 Pursuant to the requirements of Section 255.05(1), Florida Statutes, CONTRACTOR shall ensure that the Bond(s) referenced above shall be recorded in the public records of Miami-Dade County and provide CITY with evidence of such recording. 2.3.4 Each Bond must be executed by a surety company authorized to do business in the State of Florida as a surety, having a resident agent in the State of Florida and having been in business with a record of successful continuous operation for a least five (5) years. 2.3.5 The surety company shall hold a current certificate of authority as acceptable surety on federal bonds in accordance with the United States Department of Treasury Circular 570, current revisions. 2.3.6 The CITY shall only be required to accept a surety bond from a company with a rating A. VII or better. 2.3.7 Failure of the successful Bidder to execute and deliver the Contract, and deliver the required bonds and Insurance documents shall be cause for the CITY to annul the Notice of Award and declare the Bid and any security therefore forfeited. Contractor’s Pre-Start Representation: 2.4 CONTRACTOR represents that it has familiarized itself with, and assumes full responsibility for having familiarized itself with the nature and extent of the Contract Documents, Work, locality, and with all local conditions and federal, state and local laws, ordinance, rules and regulations that may in any manner affect performance of the Work, and represents that it has correlated its study and observations with the requirements of the Contract Documents. CONTRACTOR also represents that it has studied all surveys and investigations, reports of subsurface and latent physical conditions referred to in the specifications and made such additional surveys and investigations as it deems necessary for the performance of the Work reflected in the Contract Documents and that h e has correlated the results of all such data with the requirements of the Contract Documents. Commencement of Contract Time: 2.5 The Contract Time shall commence to run on the date stated in the Notice to Proceed. Starting the Project: 2.6 CONTRACTOR shall start to perform its obligations under the Contract Documents on the date the Contract Time commences to run. No Work shall be done at the site (as defined in Article 1), prior to the date on which the Contract Time commences to run, except with the written consent of the CITY. Before Starting Construction: 2.7 Before undertaking each part of the Work, CONTRACTOR shall carefully study and compare the Contract Documents and check and verify pertinent figures shown thereon and all applicabl e field measurements and conditions. It shall at once report in writing to CONSULTANT any conflict, error, or discrepancy which it may discover. Neither the OWNER nor the CONSULTANT shall be liable for any harm, damage or loss suffered by CONTRACTOR as a result of its failure to discover any conflict, error, or discrepancy in the Drawings or Specifications nor shall the CONTRACTOR be entitle d to any compensation for any harm, damage or loss suffered by the CONTRACTOR due to any conflict, error, or discrepancy in the Contract Documents. Schedule of Completion: 2.8 Within Five (5) business days after delivery of the Notice to Proceed by CITY to CONTRACTOR, CONTRACTOR shall submit to CONSULTANT for approval, an estimated construction schedule indicating the starting and completion dates of the various stages of the Work, and a preliminary schedule of Shop Drawing submissions. The CONSULTANT shall approve this schedule or require revisions thereto within seven (7) calendar days of its submittal. If there is more than one CONTRACTOR 24 of 49 71 involved in the Project, the responsibility for coordinating the Work of all CONTRACTORS shall be provided in the Special Conditions. 2.9 Within five (5) business days after delivery of the executed Contract by CITY to CONTRACTOR, but before starting the Work at the site, a pre-construction conference shall be held to review the above schedules, to establish procedures for handling Shop Drawings and other submissions, and for processing Applications for Payment, and to establish a working understanding between the parties as to the Project. Present at the conference will be the CITY’S representative, CONSULTANT, Resident Project Representatives, CONTRACTOR and its Superintendent. Qualifications of Subcontractors, Material men and Suppliers: 2.10 Within five (5) business days after bid opening, the apparent lowest responsive and responsible Bidder shall submit to the CITY and the CONSULTANT for acceptance a list of the names of Subcontractors and such other persons and organizations (including those who are to furnish principal items of materials or equipment) proposed for those portions of the Work as to which the identity of Subcontractors and other persons and organizations must be submitted as specified in the Contract Documents. Within thirty (30) calendar days after receiving the list, the CONSULTANT will notify the CONTRACTOR in writing if either the CITY or the CONSULTANT has reasonable objection to any Subcontractor, person, or organization on such list. The failure of the CITY or the CONSULTANT to make objection to any Subcontractor, person, or organization on the list within thirty (30) calendar days of the receipt shall constitute an acceptance of such Subcontractor, person or organization. Acceptance of any such Subcontractor, person or organization shall not constitute a waiver of any right of the CITY or the CONSULTANT to reject defective Work, material or equipment, or any Work, material or equipment not in conformance with the requirements of the Contract Documents. 2.11 If, prior to the Notice of Award, the CITY or the CONSULTANT has reasonable objection to any Subcontractor, person or organization listed, the apparent low Bidder may, prior to Notice of Award, submit an acceptable substitute without an increase in its bid price. 2.12 The apparent silence of the Contract Documents as to any detail, or the apparent omission from them of a detailed description concerning any Work to be done and materials to be furnished, shall be regarded as meaning that only best practices are to prevail and only materials and workmanship of the best quality are to be used in the performance of the Work. ARTICLE 3–CORRELATION, INTERPRETATION AND INTENT OF CONTRACT DOCUMENTS 3.1 It is the intent of the Specifications and Drawings to describe a complete Project to be constructed in accordance with the Contract Documents. The Contract Documents comprise the entire Contract between the OWNER and the CONTRACTOR. They may be altered only by a modification as defined in Article 1. 3.2 The Contract Documents are complementary; what is called for by one is as binding as if called for by all the documents. If CONTRACTOR finds a conflict, error or discrepancy in the Contract Documents, it shall, before proceeding with the Work affected thereby, immediately call it to the CONSULTANT’s attention in writing. The various Contract Documents are complementary; in case of conflict, error or discrepancy, the more stringent interpretation and requirement that shall provide the maximum benefit to the Owner shall apply 3.3 The words “furnish” and “furnish and install”, “install”, and “provide” or words with similar meaning shall be interpreted, unless otherwise specifically stated, to mean “furnish and install complete in place and ready for service”. 3.4 Miscellaneous items and accessories which are not specifically mentioned, but which are essential to produce a complete and properly operating installation, or usable structure, providing the indicated functions, shall be furnished and installed without change in the Contract Price. Such miscellaneous items and accessories shall be of the same quality standards, including material, style, finish, strength, class, weight and other applicable characteristics, as specified for the major component of which the miscellaneous item or accessory is an essential part, and shall be approved by the CONSULTANT before installation. The above requirement is not intended to include major components not covered by or inferable from the Drawings and Specifications. 25 of 49 72 3.5 The Work of all trades under this Contract shall be coordinated by the CONTRACTOR in such a manner as obtain the best workmanship possible for the entire Project, and all components of the Work shall be installed or erected in accordance with the best practices of the particular trade. 3.6 The CONTRACTOR shall be responsible for making the construction of habitable structures under this Contract rain proof, and for making equipment and utility installations properly perform the specified function. If the CONTRACTOR is prevented from complying with this provision due to the Drawings or Specifications, the CONTRACTOR shall immediately notify the CONSULTANT in writing of such limitations before proceeding with construction in the area where the problem exists. 3.7 Manufacturer’s literature, when referenced, shall be dated and numbered and is intended to establish the minimum requirements acceptable. Whenever reference is given to codes, or standard specifications or other data published by regulating agencies or accepted organizations, including but not limited to National Electrical Code, applicable State Building Code, Florida Building Code, Federal Specifications, ASTM Specifications, various institute specifications, and the like, it shall be understood that s uch reference is to the latest edition including addenda in effect on the date of the Bid. 3.8 Brand names where used in the technical specifications, are intended to denote the standard or quality required for the particular material or product. The term "equal" or "equivalent", when used in connection with brand names, shall be interpreted to mean a material or product that is similar and equal in type, quality, size, capacity, composition, finish, color and other applicable characteristics to the material or product specified by trade name, and that is suitable for the same use capable of performing the same function, in the opinion of the CONSULTANT, as the material or product so specified. Proposed equivalent items must be approved by CONSULTANT before they are purchased or incorporated in the Work. (When a brand name, catalog number, model number, or other identification, is used without the phrase "or equal", the CONTRACTOR shall use the brand, make and model specified). 3.9 Throughout this agreement the male pronoun may be substituted for female and neuter and vice versa and the singular words substituted for plural and plural words substituted for singular wherever applicable. 3.10 All technical interpretations shall be made by the CONSULTANT as set forth in Section 9.3 below. 3.11 The CONTRACTOR shall have advised the CONSULTANT, prior to performing any work involving a conflict in the Contract Documents and the CONSULTANT shall make the final decision as to which of the documents shall take precedence. In the event that there is a conflict between or among the Contract Documents, only the latest version shall apply and the latest version of the Contract Documents. The CONSULTANT shall use the following list of Contract Documents as a guide. These documents are set forth below in the order of their precedence so that all the documents listed above a given document should have precedence over all the documents listed below it. (a)Change Orders (b)Amendments/addenda to Contract (c)Supplementary Conditions, if any (d)Contract with all Exhibits thereto (e)General Conditions (f)Written or figured dimensions (g)Scaled dimensions (h)Drawings of a larger scale (i)Drawings of a smaller scale (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 of the CONTRACTOR. Easements for permanent structures or permanent changes in existing facilities will be obtained and paid for by the OWNER, unless otherwise specified in the Contract Documents. Other access to such lands or rights-of-way for the CONTRACTOR'S convenience shall be the 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. 26 of 49 73 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 at the site, the conformation and conditions of the ground, the character of equipment and facilities needed preliminary to and during prosecution of the Work. The CONTRACTOR further acknowledges that he has satisfied himself as to the character, quality and quantity of surface and subsurface materials or obstacles to be encountered insofar as this information is reasonably ascertainable from an inspection of the site, including all exploratory work 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 to it prior to receipt of bids. Any failure by the CONTRACTOR to acquaint itself with the available information shall not relieve it from responsibility for estimating properly the difficulty or cost of successfully performing Work. The OWNER assumes no responsibility for any conclusions or interpretations made by the CONTRACTOR on the basis of the information made available by the OWNER/ CONSULTANT. Differing Site Conditions: 4.4 The CONTRACTOR shall within forty-eight (48) hours of its discovery, and before such conditions are disturbed, notify the CITY in writing, of: 4.4.1 Subsurface or latent physical conditions at the site differing materially from those indicated in the Contract Documents, and 4.4.2 Unknown physical conditions at the site, of an unusual nature, differing materially from those ordinarily encountered and generally inherent in Work of the character provided for in this Contract. The CITY shall promptly investigate the conditions, and if it finds that such conditions do materially differ to the extent as to cause an increase or decrease in the CONTRACTOR'S cost of, or the time required for, performance of any part of the Work under this Contract, an equitable adjustment shall be made and the Contract modified in writing accordingly. 4.5 No claim of the CONTRACTOR under this clause shall be allowed unless the CONTRACTOR has given the notice required in 4.4 above; provided, however, the time prescribed therefore may be extended by the CITY, but only if done in writing signed by the City Manager or the CONSULTANT. ARTICLE 5 – INSURANCE Contractor shall comply with the insurance requirements set forth in the Supplementary Conditions to the Contract. ARTICLE 6 - CONTRACTOR'S RESPONSIBILITIES Supervision and Superintendence: 6.1 The CONTRACTOR shall supervise and direct the Work. It shall be solely responsible for the means, methods, techniques, sequences and procedures of construction. The CONTRACTOR shall employ and maintain a qualified supervisor or superintendent (hereinafter referred to as “Supervisor” at the Work site who shall be designated in writing by the CONTRACTOR, before the CONTRACTOR commences the Work and within the time required by the Contract, as the CONTRACTOR'S representative at the site. The Supervisor or so designated shall have full authority to act on behalf of the CONTRACTOR and all communications given to the Supervisor shall be as binding as if given to the CONTRACTOR. The Supervisor(s) shall be present at each site at all times as required to perform adequate supervision and coordination of the Work. (Copies of written communications given to the Supervisor shall be mailed to the CONTRACTOR'S home office). 6.1.1 The CONTRACTOR shall keep one record copy of all Specifications, Drawings, Addenda, Modifications and Shop Drawings at the site at all times and in good order and annotated to show all changes made during the construction process. These shall be available to the CONSULTANT and any CITY Representative at all reasonable times. A set of “As-Built” drawings, as well as the original Specifications, Drawings, Addenda, Modifications and Shop Drawings with annotations, 27 of 49 74 shall be made available to the City at all times and it shall be delivered to the CITY upon completion of the Project. Labor, Materials and Equipment: 6.2 The CONTRACTOR shall provide competent, suitably qualified personnel to lay out the Work and perform construction as required by the Contract Documents. It shall at all times maintain good discipline and order at the site. 6.3 The CONTRACTOR shall furnish all materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, local telephone, water and sanitary facilities and all other facilities and incidentals necessary for the execution, testing, initial operation and completion of the Work. 6.4 All materials and equipment shall be new, except as otherwise provided in the Contract Documents. When special makes or grades of material which are normally packaged by the supplier or manufacturer are specified or approved, such materials shall be delivered to the site in their original packages or containers with seals unbroken and labels intact. 6.5 All materials and equipment shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturer, fabricator, or processors, except as otherwise provided in the Contract Documents. Work, Materials, Equipment, Products and Substitutions: 6.6 Materials, equipment and products incorporated in the Work must be approved for use before being purchased by the CONTRACTOR. The CONTRACTOR shall submit to the CONSULTANT a list of proposed materials, equipment or products, together with such samples as may be necessary for them to determine their acceptability and obtain their approval, within ninety (90) calendar days after award of Contract unless otherwise stipulated in the Special Conditions. No request for payment for "or equal" equipment will be approved until this list has been received and approved by the CONSULTANT. 6.6.1 Whenever a material, article or piece of equipment is identified on the Drawings or Specifications by reference to brand name or catalog number, it shall be understood that this is referenced for the purpose of defining the performance or other salient requirements and that other products of equal capacities, quality and function shall be considered. The CONTRACTOR may recommend the substitution of a material, article, or piece of equipment of equal substance and function for those referred to in the Contract Documents by reference to brand name or catalog number, and if, in the opinion of the CONSULTANT, such material, article, or piece of equipment is of equal substance and function to that specified, the CONSULTANT may approve its substitution and use by the CONTRACTOR. Incidental changes or extra component parts required to accommodate the substitute will be made by the CONTRACTOR without a change in the Contract Price or the Contract Time. 6.6.2 No substitute shall be ordered or installed without the written approval of the CONSULTANT who shall be the judge of quality. 6.6.3 Delay caused by obtaining approvals for substitute materials shall not be considered justifiable grounds for an extension of construction time. 6.6.4 Should any Work or materials, equipment or products not conform to requirements of the Drawings and Specifications or become damaged during the progress of the Work, such Work or materials shall be removed and replaced, together with any Work disarranged by such alterations, at any time before completion and acceptance of the Project. All such Work shall be done at the expense of the CONTRACTOR. 6.6.5 No materials or supplies for the Work shall be purchased by the CONTRACTOR or any Subcontractor subject to any chattel mortgage or under a conditional sale or other agreement by which an interest is retained by the Seller. The CONTRACTOR warrants that they have good title to all materials and supplies used by them in the Work. 6.6.6 Non-conforming Work: The City of South Miami may withhold acceptance of, or reject items which are found upon examination, not to meet the specification requirements or conform to the plans and drawings. Upon written notification of rejection, items shall be removed or uninstalled within five (5) business days by the CONTRACTOR at his own expense and redelivered and/or reinstalled at his expense. Rejected goods left longer than thirty (30) calendar days shall be 28 of 49 75 regarded as abandoned and the CITY shall have the right to dispose of them as its own property and the CONTRACTOR thereby waives any claim to the good or to compensation of any kind for said goods. Rejection for non-conformance or failure to meet delivery schedules may result in the CONTRACTOR being found in default. 6.6.7 In case of default by the CONTRACTOR, the City of South Miami may procure the articles or services from other sources and hold the CONTRACTOR responsible for any excess costs occasioned or incurred thereby. 6.6.8 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 the Contract Price without violating the intent of the Contract. Concerning Subcontractors: 6.7 The CONTRACTOR shall not employ any Subcontractor, against whom the CITY or the CONSULTANT may have reasonable objection, nor will the CONTRACTOR be required to employ any Subcontractor who has been accepted by the CITY and the CONSULTANT, unless the CONSULTANT determines that there is good cause for doing so. 6.8 The CONTRACTOR shall be fully responsible for all acts and omissions of its Subcontractors and of persons and organizations directly or indirectly employed by it and of persons and organizations for whose acts any of them may be liable to the same extent that they are responsible for the acts and omissions of persons directly employed by them. Nothing in the Contract Documents shall create any contractual relationship between OWNER or CONSULTANT and any Subcontractor or other person or organization having a direct contract with CONTRACTOR, nor shall it create any obligation on the part of OWNER or CONSULTANT to pay or to see to payment of any subcontractor or other person or organization, except as may otherwise be required by law. CITY or CONSULTANT may furnish to any Subcontractor or other person or organization, to the extent practicable, evidence of amounts paid to the CONTRACTOR on account of specified Work done in accordance with the schedule values. 6.9 The divisions and sections of the Specifications and the identifications of any Drawings shall not control the CONTRACTOR in dividing the Work among Subcontractors or delineating the Work performed by any specific trade. 6.10 The CONTRACTOR agrees to bind specifically every Subcontractor to the applicable terms and conditions of the Contract Documents for the benefit of the OWNER. 6.11 All Work performed for the CONTRACTOR by a Subcontractor shall be pursuant to an appropriate agreement between the CONTRACTOR and the Subcontractor. 6.12 The CONTRACTOR shall be responsible for the coordination of the trades, Subcontractors material and men engaged upon their Work. 6.12.1 The CONTRACTOR shall cause appropriate provisions to be inserted in all subcontracts relative to the Work to bind Subcontractors to the CONTRACTOR by the terms of these General Conditions and other Contract Documents insofar as applicable to the Work of Subcontract ors, and give the CONTRACTOR the same power as regards to terminating any subcontract that the OWNER may exercise over the CONTRACTOR under any provisions of the Contract Documents. 6.12.2 The CITY or CONSULTANT will not undertake to settle any differences between the CONTRACTOR and their Subcontractors or between Subcontractors. 6.12.3 If in the opinion of the CONSULTANT, any Subcontractor on the Project proves to be incompetent or otherwise unsatisfactory, they shall be promptly replaced by the CONTRACTOR if and when directed by the CONSULTANT in writing. 6.12A Discrimination: No action shall be taken by the any subcontractor with regard to the fulfilment of the terms of the subcontract, including the hiring and retention of employees for the performance o f Work that would discriminate against any person on the basis of race, color, creed, religion, national origin, sex, age, sexual orientation, familial status or disability. This paragraph shall be made a part of the subcontractor’s contract with the Contractor. Patent Fees and Royalties: 6.13 The CONTRACTOR shall pay all license fees and royalties and assume all costs incident to the use of any invention, design, process or device which is the subject of patent rights or copyrights held by others. He 29 of 49 76 shall indemnify and hold harmless the OWNER and the CONSULTANT and anyone directly or indirectly employed by either of them from against all claims, damages, losses and expenses (including attorney's fees) arising out of any infringement of such rights during or after the completion of the Work, an d shall defend all such claims in connection with any alleged infringement of such rights. 6.14 The CONTRACTOR shall be responsible for determining the application of patent and/or royalty rights as to any materials, appliances, articles or systems prior to bidding. However, he shall not be responsible for such determination on systems which do not involve purchase by them of materials, appliances and articles. Permits: 6.15 The CONTRACTOR shall secure and pay for all construction permits and licenses and shall pay for all governmental charges and inspection fees necessary for the prosecution of the Work, which are applicable at the time of his Bid. When such charges are normally made by the CITY and when so stated in the Special Conditions, there will be no charges to the CONTRACTOR. The CITY shall assist the CONTRACTOR, when necessary, in obtaining such permits and licenses. The CONTRACTOR shall also pay all public utility charges. Electrical Power and Lighting: 6.16 Electrical power required during construction shall be provided by each prime CONTRACTOR as required by it. This service shall be installed by a qualified electrical Contractor approved by the CONSULTANT. Lighting shall be provided by the CONTRACTOR in all spaces at all times where necessary for good and proper workmanship, for inspection or for safety. No temporary power shall be used off temporary lighting lines without specific approval of the CONTRACTOR. Laws and Regulations: 6.17 The CONTRACTOR shall comply with all notices, laws, ordinances, rules and regulations applicable to the Work. If the CONTRACTOR observes that the Specifications or Drawings are at variance therewith, it shall give the CONSULTANT prompt written notice thereof, and any necessary changes shall be adjusted by an appropriate modification. If the CONTRACTOR performs any Work knowing it to be contrary to such laws, ordinances, rules and regulations, and without such notice to the CONSULTANT, it shall bear all costs arising there from; however, it shall not be its primary responsibility to make certain that the Drawings and Specifications are in accordance with such laws, ordinances, rules and regulations. Discrimination: 6.17A No action shall be taken by the Contractor with regard to the fulfilment of the terms of the Contract, including the hiring and retention of employees for the performance of Work that would discriminate against any person on the basis of race, color, creed, religion, national origin, sex, age, sexual orientation, familial status or disability. Taxes: 6.18 Cost of all applicable sales, consumer use, and other taxes for which the CONTRACTOR is liable under the Contract shall be included in the Contract Price stated by the CONTRACTOR. Safety and Protection: 6.19 The CONTRACTOR shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. They shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to: 6.19.1 All employees and other persons, who may be affected thereby, 6.19.2 All the Work and all materials or equipment to be incorporated therein, whether in storage on or off the site, and 6.19.3 Other property at the site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. 6.20 The CONTRACTOR shall designate a responsible member of their organization at the site whose duty shall be the prevention of accidents. This person shall be the CONTRACTOR'S Superintendent unless otherwise designated in writing by the CONTRACTOR to the CITY. 30 of 49 77 Emergencies: 6.21 In emergencies affecting the safety of persons or the Work or property at the site or adjacent thereto, the CONTRACTOR, without special instruction or authorization from the CONSULTANT or CITY, is obligated to act, at his discretion, to prevent threatened damage, injury or loss. He shall give the CONSULTANT prompt written notice of any significant changes in the Work or deviations from the Contract Documents caused thereby. If the CONTRACTOR believes that additional Work done by him in an emergency which arose from causes beyond his control entitles him to an increase in the Contract Price or an extension of the Contract Time, he may make a claim therefore as provided in Articles 11 and 12. Shop Drawings and Samples: 6.22 After checking and verifying all field measurements, the CONTRACTOR shall submit to the CONSULTANT for review, in accordance with the accepted schedule of shop drawing submissions, six (6) copies (or at the CONSULTANT option, one reproducible copy) of all Shop Drawings, which shall have been checked by and stamped with the approval of the CONTRACTOR. The Shop Drawings shall be numbered and identified as the CONSULTANT may require. The data shown on the Shop Drawings shall be complete with respect to dimensions, design criteria, materials of construction and the like to enable the CONSULTANT to review the information without any unnecessary investigation. 6.23 The CONTRACTOR shall also submit to the CONSULTANT for review, with such promptness as to cause no delay in Work, all samples required by the Contract Documents. All samples shall have been checked by and stamped with the approval of the CONTRACTOR, identified clearly as to material, manufacturer, any pertinent catalog numbers and the use for which intended. 6.24 At the time of each submission, the CONTRACTOR shall notify the CONSULTANT, in wri ting, of any deviations between the Shop Drawings or samples and the requirements of the Contract Documents. 6.25 The CONSULTANT shall review with responsible promptness Shop Drawings and Samples, but his review shall be only for conformance with the design concept of the Project and for compliance with the information given in the Contract Documents. The review of a separate item as such will not indicate review of the assembly in which the items functions. The CONTRACTOR shall make any corrections required by the CONSULTANT and shall return the required number of corrected copies of Shop Drawings and resubmit new samples until the review is satisfactory to the CONSULTANT. The CONTRACTOR shall notify the CONSULTANT, in writing, of any prior Shop Drawing or revisions to Shop Drawings that are in conflict with each submission or re-submission. The CONTRACTOR'S stamp of approval on any Shop Drawings or sample shall constitute representation to the CITY and the CONSULTANT that the CONTRACTOR has either determined and/or verified all quantities, dimension, field construction criteria, materials, catalog numbers and similar data or they assume full responsibility for doing so, and that they have reviewed or coordinated each Shop Drawing or sample with the requirements of the Work and the Contract Documents. 6.26 No Work requiring a submittal of a Shop Drawing or sample shall be commenced until the submission has been reviewed and approved in writing by the CONSULTANT. A copy of each Shop Drawing and each approved sample shall be kept in good order, in a book or binder, in chronological order or in such other order required by the CONSULTANT in writing, by the CONTRACTOR at the site and shall be available to the CONSULTANT. 6.27 The CONSULTANT’s review of Shop Drawings or samples shall not relieve the CONTRACTOR from his responsibility for any deviations from the requirements of the Contract Documents unless the CONTRACTOR has informed the CONSULTANT, in writing, to each deviation at the time of submission and the CONSULTANT has given written approval to the specific deviation, nor shall any review by the CONSULTANT relieve the CONTRACTOR from responsibility for errors or omissions in the Shop Drawings or samples. 6.27A The CONTRACTOR shall be liable to the OWNER for any additional cost or delay that is caused by its failure to notify the CONSULTANT of any of said deviations or conflicts between Shop Drawings or due to errors in the Shop Drawings or samples. Cleaning Up: 31 of 49 78 6.28 The CONTRACTOR shall clean up behind the Work as much as is reasonably possible as the Work progresses. Upon completion of the Work, and before acceptance of final payment for the Project by the OWNER, the CONTRACTOR shall remove all his surplus and discarded materials, excavated material and rubbish as well as all other material and equipment that does not form a part of the Work, from the property, roadways, sidewalks, parking areas, lawn and all adjacent property. In addition, the CONTRACTOR shall clean his portion of Work involved in any building under this Contract, so that no further cleaning by the OWNER is necessary prior to its occupancy and he shall restore all property, both public and private, which has been disturbed or damaged during the prosecution of the Work so as to leave the whole Work and Work Site in a neat and presentable condition. 6.29 If the CONTRACTOR does not clean the Work site, the CITY may clean the Work Site of the materials referred to in paragraph 6.28 and charge the cost to the CONTRACTOR. Public Convenience and Safety: 6.30 The CONTRACTOR shall, at all times, conduct the Work in such a manner as to insure the least practicable obstruction to public travel. The convenience of the general public and of the residents along and adjacent to the area of Work shall be provided for in a satisfactory manner, consistent with the operation and local conditions. "Street Closed" signs shall be placed immediately adjacent to the Work, in a conspicuous position, at such locations as traffic demands. At any time that streets are required to be closed, the CONTRACTOR shall notify law enforcement agencies and in particular, the City of South Miami Police Department, before the street is closed and again as soon as it is opened. Access to fire hydrants and other fire extinguishing equipment shall be provided and maintained at all times. Sanitary Provisions: 6.31 The CONTRACTOR shall provide on-site office, and necessary toilet facilities, secluded from public observation, for use of all personnel on the Work Site, whether or not in his employ. They shall be kept in a clean and sanitary condition and shall comply with the requirements and regulations of the Public Authorities having jurisdiction. They shall commit no public nuisance. Temporary field office and sanitary facilities shall be removed upon completion of the Work and the premises shall be left clean. Indemnification: 6.32 Contractor shall comply with the indemnification requirements set forth in the RFP and in EXHIBIT 2 of the Supplementary Conditions (Insurance and indemnification requirements). 6.33 In the event that any action or proceeding is brought against OWNER or CONSULTANT by reason of any such claim or demand, CONTRACTOR, upon written notice from CITY shall defend such action or proceeding by counsel satisfactory to CITY. The indemnification provided above shall obligate CONTRACTOR to defend at its own expense or to provide for such defense, at CITY’S option, any and all claims of liability and all suits and actions of every name and description that may be brought against OWNER or CONSULTANT, excluding only those claims that allege that the injuries arose out of the sole negligence of OWNER or CONSULTANT. 6.34 The obligations of the CONTRACTOR under paragraph 6.33 shall not extend to the liability of the CONSULTANT, its agents or employees arising out of (a) the preparation or approval of maps, drawings, opinions, reports, surveys, Change Orders, designs or specifications or (b) the giving of or the failure to give directions or instructions by the CONSULTANT, its agents or employees provided s uch act or omission is the primary cause of injury or damage. 6.34A All of the forgoing indemnification provisions shall survive the term of the Contract to which these General Conditions are a part. Indemnification shall not exceed an amount equal to the total value of all insurance coverage required by Section 5.1 of this document. Indemnification is limited to damages caused in whole or in part by any act, omission, or default of the Contractor, the Contractor’s subcontractors, sub-subcontractors, materialmen, or agents of any tier or their respective employees to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of the indemnifying party and persons employed or utilized by the indemnifying party in the performance of the construction contract. Responsibility for Connection to Existing Work: 32 of 49 79 6.35 It shall be the responsibility of the CONTRACTOR to connect its Work to each part of the existing Work, existing building or structure or Work previously installed as required by the Drawings and Specifications to provide a complete installation. 6.36 Excavations, grading, fill, storm drainage, paving and any other construction or installations in rights -of- ways of streets, highways, public carrier lines, utility lines, either aerial, surface or subsurface, etc., shall be done in accordance with requirements of the special conditions. The OWNER will be responsible for obtaining all permits necessary for the Work described in this paragraph 6.36. Upon completion of the Work, CONTRACTOR shall present to CONSULTANT certificates, in triplicate, from the proper authorities, stating that the Work has been done in accordance with their requirements. 6.36.1 The CITY will cooperate with the CONTRACTOR in obtaining action from any utili ties or public authorities involved in the above requirements. 6.36.2 The CONSULTANT shall be responsible for obtaining elevations of curbs and gutters, pavement, storm drainage structures, and other items which must be established by governmental departments as soon as grading operations are begun on the site and, in any case, sufficiently early in the construction period to prevent any adverse effect on the Project. Cooperation with Governmental Departments, Public Utilities, Etc.: 6.37 The CONTRACTOR shall be responsible for making all necessary arrangements with governmental departments, public utilities, public carriers, service companies and corporations (hereinafter referred to as “third parties”) owning or controlling roadways, railways, water, sewer, gas, electrical conduits, telephone, and telegraph facilities such as pavements, tracks, piping, wires, cables, conduits, poles, guys, etc., including incidental structures connected therewith, that are encountered in the Work in order that such items are properly shored, supported and protected, that their location is identified and to obtain authority from these third parties for relocation if the CONTRACTOR desires to relocate the item. The CONTRACTOR shall give all proper notices, shall comply with all requirements of such third parties in the performance of his Work, shall permit entrance of such third parties on the Project in order that they may perform their necessary work, and shall pay all charges and fees made by such third parties for their work. 6.37.1 The CONTRACTOR'S attention is called to the fact that there may be delays on the Project due to work to be done by governmental departments, public utilities, and others in repairing or moving poles, conduits, etc. The CONTRACTOR shall cooperate with the above parties in every way possible, so that the construction can be completed in the least possible time. 6.37.2 The CONTRACTOR shall have made itself familiar with all codes, laws, ordinances, and regulations which in any manner affect those engaged or employed in the Work, or materials and equipment use in or upon the Work, or in any way affect the conduct of the Work, and no plea of misunderstanding will be considered on account of damage or delay caused by his ignorance thereof. Use Premises: 6.38 CONTRACTOR shall confine its apparatus, storage of materials, and operations of its workmen to the limits indicated by law, ordinances, permits and directions of CONSULTANT and CITY, and shall not unnecessarily encumber any part of the site or any areas off site. 6.38.1 CONTRACTOR shall not overload or permit any part of any structure to be loaded with such weight as will endanger its safety, nor shall it subject any work to stresses or pressures that will endanger it. 6.38.2 CONTRACTOR shall enforce the rules and regulation promulgated by the CONSULTANT and OWNER as well as their instructions with regard to signs, advertisements, fires and smoking. 6.38.3 CONTRACTOR shall arrange and cooperate with CITY in routing and parking of automobiles of its employees, subcontractors and other personnel, as well as that of the material delivery trucks and other vehicles that come to the Project site. 6.38.4 The City will designate specific areas on the site for storage, parking, etc. and the job site shall be fenced to protect the job site and the general public. 6.38.5 The CONTRACTOR shall furnish, install and maintain adequate construction office facilities for all workers employed by it or by its Subcontractors. Temporary offices shall be provided and located where directed and approved by the CONSULTANT. All such facilities shall be furnished 33 of 49 80 in strict accordance with existing governing regulations. Field offices shall include telephone facilities. Protection of Existing Property Improvements: 6.38 Any existing surface or subsurface improvements, such as pavements, curbs, sidewalks, pipes or utilities, footings, or structures (including portions thereof), trees and shrubbery, not indicated on the Drawings or noted in the Specifications as being removed or altered shall be protected from damage during construction of the Project. Any such improvements damaged during construction of the Project shall be restored at the expense of the CONTRACTOR to a condition equal to that existing at the time of award of Contract. ARTICLE 7 - WORK BY OTHERS. 7.1 The CITY may perform additional Work related to the Project or may let other direct contracts therefor which shall contain General Conditions similar to these. The CONTRACTOR shall afford the other contractors who are parties to such direct contracts (or the OWNER, if it is performing the additional Work itself), reasonable opportunity for the introduction and storage of materials and equipment and the execution of Work, and shall properly connect and coordinate its Work with theirs. 7.2 If any part of the CONTRACTOR'S Work depends upon proper execution or results of the Work of any other contractor or the OWNER, the CONTRACTOR shall promptly report to the CONSULTANT in writing any defects or deficiencies in such Work that render it unsuitable for the CONTR ACTOR’s Work. 7.3 The CONTRACTOR shall do all cutting, fitting and patching of the Work that may be required to make its several parts come together properly and fit to receive or be received by such other Work. The CONTRACTOR shall not endanger any Work of others by cutting, excavating or otherwise altering their Work and shall only cut or alter their Work with the written consent of the CONSULTANT and of the other contractor whose work will be affected. 7.4 If the performance of additional Work by other contractors or the OWNER is not noted in the Contract Documents prior to the execution of the Contract, written notice thereof shall be given to the CONTRACTOR prior to starting any such additional Work. If the CONTRACTOR believes that the performance of such additional Work by the OWNER or others will cause the CONTRACTOR additional expense or entitles him to an extension of the Contract Time, he may make a claim therefore as provided in Articles 11 and 12. 7.5 Where practicable, the CONTRACTOR shall build around the work of other separate contractors or shall leave chases, slots and holes as required to receive and to conceal within the general construction Work the work of such other separate contractors as directed by them. Where such chases, slots, etc., are impracticable, the Work shall require specific approval of the CONSULTANT. 7.6 Necessary chases, slots, and holes not built or left by the CONTRACTOR shall be cut by the separate contractor requiring such alterations after approval of the CONTRACTOR. The CONTRACTOR shall do all patching and finishing of the work of other contractors where it is cut by them and such patching and finishing shall be at the expense of CONTRACTOR 7.7 Cooperation is required in the use of site facilities and in the detailed execution of the Work. Each contractor shall coordinate their operation with those of the other Contractors for the best interest of the Work in order to prevent delay in the execution thereof. 7.8 Each of several contractors working on the Project Site shall keep themselves informed of the progress of the work of other contractors. Should lack of progress or defective workmanship on the part of other contractors interfere with the CONTRACTOR’s operations, the CONTRACTOR shall notify the CONSULTANT immediately and in writing. Lack of such notice to the CONSULTANT shall be construed as acceptance by the CONTRACTOR of the status of the work of other contractors as being satisfactory for proper coordination of CONTRACTOR’s own Work. 7.9 The cost of extra Work resulting from lack of notice, untimely notice, failure to respond to notice, Defective Work or lack of coordination shall be the CONTRACTOR’s cost. 34 of 49 81 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 the Contract Price without violating the intent of the Contract. ARTICLE 8 – CITY’S RESPONSIBILITIES. 8.1 The CITY will issue all communications to the CONTRACTOR through the CONSULTANT. 8.2 In cases of termination of employment of the CONSULTANT, the CITY will appoint a CONSULTANT whose status under the Contract Documents shall be that of the former CONSULTANT. 8.3 The CITY shall promptly furnish the data required of them under the Contract Documents. 8.4 The CITY’S duties in respect to providing lands and easements are set forth in Paragraphs 4.1 and 4.2. 8.5 The CITY shall have the right to take possession of and use any completed or partially completed portions of the Work, notwithstanding the fact that the time for completing the entire Work or any portion thereof may not have expired; but such taking possession and use shall not be deemed an acceptance of any Work not completed in accordance with the Contract Documents. ARTICLE 9 – CONSULTANTS’ STATUS DURING CONSTRUCTION. City’s Representative: 9.1 The CONSULTANT shall be the CITY’S representative during the construction period. The duties and responsibilities and the limitations of authority of the CONSULTANT as the CITY’S representative during construction are set forth in Articles 1 through 16 of these General Conditions and shall not be extended without written consent of the CITY and the CONSULTANT. 9.1.1 The CONSULTANT’s decision, in matters relating to aesthetics, shall be final, if within the terms of the Contract Documents. 9.1.2 Except as may be otherwise provided in this contract, all claims, counterclaims, disputes and other matters in question between the CITY and the CONSULTANT arising out of or relating to this Contract or the breach thereof, shall be decided in a court of competent jurisdiction within the State of Florida. Visits to Site: 9.2 The CONSULTANT shall provide an inspector to make periodic visits to the site at each phase of construction to observe the progress and quality of the executed Work and to determine if the Work is proceeding in accordance with the Contract Documents. His efforts shall be directed toward providing assurance for the OWNER and all applicable regulatory agencies that construction is in compliance with the Construction Documents and applicable laws, rules and regulations. On the basis of these on site- observations as an experienced and qualified design professional, he shall keep the CITY informed of the progress of the Work and shall guard the OWNER against defects and deficiencies in the Work of CONTRACTOR. Clarifications and Interpretations: 9.3 The CONSULTANT shall issue, with reasonable promptness, such written clarifications or interpretations of the Contract Documents (in the form of Drawings or otherwise) as it may determine necessary, which shall be consistent with, or reasonably inferable from, the overall intent of the Contract Documents. If the CONTRACTOR seeks an increase in the Contract Price or extension of Contract Time based on a written clarification and/or interpretation, it shall be required to submit a timely claim as provided in Articles 11 and 12. Measurement of Quantities: 9.4 All Work completed under the Contract shall be measured by the CONSULTANT according to the United States Standard Measures. All linear surface measurements shall be made horizontally or vertically as required by the item measured. Rejecting Defective Work: 9.5 The CONSULTANT shall have authority to disapprove or reject Work that is "Defective Work" as defined in Article 1. It shall also have authority to require special inspection or testing of the Work including Work fabricated on or off site, installed or completed as provided. In the event that the CONSULTANT requires testing of completed Work, the cost of such inspections and/or testing shall be 35 of 49 82 approved in writing by the CITY. All consequential cost of such inspections and testing, including but not limited to the cost of testing and inspection, the cost of repairing any of the Work, or the work of others, the cost to move furniture and equipment and/or the cost to provide alternative facilities until the repair work can be completed, shall paid by the CONTRACTOR if the Work is found to be Defective Work. Shop Drawings, Change Orders and Payments: 9.6 In connection with the CONSULTANT responsibility as to Shop Drawings and samples, see paragraphs 6.25 through 6.28, inclusive. 9.7 In connection with the CONSULTANT’s responsibility for Change Orders see Articles 10, 11, and 12. 9.8 In connection with the CONSULTANT responsibilities with respect to the Application for Payment, etc., see Article 14. Decisions on Disagreements: 9.10 The CONSULTANT shall be the initial interpreter of the Construction Documents. Limitations on Consultant's Responsibilities: 9.11 The CONSULTANT will not be responsible for the construction means, methods, techniques, sequences or procedures, or the safety precautions and programs incident thereto. 9.12 The CONSULTANT will not be responsible for the acts or omissions of the CONTRACTOR, or any Subcontractors, or any of their agent, servants or employees, or any other person performing any of the Work under or through them. ARTICLE 10 - CHANGES IN THE WORK. 10.1 Without invalidating the Contract, the CITY may, at any time or from time to time, order additions, deletions or revisions in or to the Work which shall only be authorized by a written Change Orders. Upon receipt of a Change Order, the CONTRACTOR shall proceed with the Work involved. All such Work shall be performed under the applicable conditions of the Contract Documents. If any authorized written Change Order causes an increase or decrease in the Contract Price or an extension or shortening of the Contract Time, an equitable adjustment will be made as provided in Article 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 be deemed to have waived such claim. 10.3 Additional Work performed by the CONTRACTOR without authorization of a written Change Order shall not entitle it to an increase in the Contract Price or an extension of the Contract Time, except in the case of an emergency as provided in paragraph 6.22 and except as provided in paragraph 10.2. 10.4 The CITY will execute appropriate Change Orders prepared by the CONSULTANT covering changes in the Work, to be performed as provided in paragraph 4.4, and Work performed in an emergency as provided in paragraph 6.22 and any other claim of the CONTRACTOR for a change in the Contract Time or the Contract Price which is approved by the CONSULTANT. 10.5 It is the CONTRACTOR'S responsibility to notify its Surety of any changes affecting the general Scope of the Work or change in the Contract Price or Contract Time and the amount of the applicable bonds shall be adjusted 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 36 of 49 83 CONTRACTOR provides such proof of adjustment in the Bond amount and any such delay shall be charged to the CONTRACTOR. ARTICLE 11 – CHANGE OF CONTRACT PRICE. 11.1 The Contract Price constitutes the total compensation payable to the CONTRACTOR for Performing the Work. All duties, responsibilities and obligations assigned to or undertaken by the CONTRACTOR shall be at its expense without changing the Contract Price. 11.2 The CITY may, at any time, without written notice to the sureties, by written order designated or indicated to be a Change Order, make any change in the Work within the general scope of the Contract, including but not limited to changes to or in: 11.2.1 Specifications (including drawings and designs); 11.2.2 Method or manner of performance of the Work. 11.2.3 CITY-furnished facilities, equipment, materials, services, or site; or 11.2.4 Acceleration in the performance of the Work. 11.3 Except as provided in this section, or sections referred to in this section, no order, statement, or conduct of the CITY shall be treated as a Change Order or entitle the CONTRACTOR to an equitable adjustment unless and until the change in the Work is specifically and expressly provided for in a written Change Order, or as otherwise provided in another section of the Contract Documents. 11.4 When a Change Order is issued by the CONSULTANT and signed by the CITY or issued by the CITY in writing, the CONTRACTOR shall perform the Work even if the CONTRACTOR does not agree with the dollar amount of the Change Order. If any Change Order causes an increase or decrease in the CONTRACTOR'S cost of, or the time required for, the performance of any part of the Work under this Contract, for which the CITY and the CONTRACTOR cannot reach a timely agreement, an equitable adjustment based on the cost of the Work shall be made and the Contract modified accordingly. 11.5 If the CONTRACTOR intends to assert a claim for an equitable adjustment or contest the equitable adjustment made by the CONSULTANT, it shall, within ten (10) calendar days after receipt of a written Change Order, submit to the CITY and CONSULTANT a written notice including a statement setting forth the general nature and monetary extent of such claim for equitable adjustment, time extension requested and supporting data. In determining the cost of the Change Order, the costs shall be limited to those listed in section 11.7 and 11.8. 11.6 No claim by the CONTRACTOR for an equitable adjustment hereunder shall be allowed if not submitted in accordance with this section or if asserted after final payment under this Contract. 11.7 The value of any Work covered by a Change Order or of any claim for an increase or decrease in the Contract Price shall be determined in one of the following ways: 11.7.1 By negotiated lump sum. 11.7.2 On the basis of the reasonable cost and savings that results from the change in the Work plus a mutually agreed upon fee to the CONTRACTOR to cover overhead and profit not to exceed 15%. If the CONTRACTOR disagrees with the CONSULTANTs determination of reasonable costs, the CONTRACT shall provide a list of all costs together with backup documentation 11.8 The term cost of the Work means the sum of all direct extra costs necessarily incurred and paid by the CONTRACTOR in the proper performance of the Change Order. Except as otherwise may be agreed to in writing by CITY, such costs shall be in amounts no higher than those prevailing in Miami-Dade County and shall include only the following items: 11.8.1 Payroll costs for employees in the direct employ of CONTRACTOR in the performance of the Work described in the Change Order under schedules of job classifications agreed upon by CITY and CONTRACTOR. Payroll costs for employees not employed full time on the Work shall be apportioned on the basis of their time spent on the Work. Payroll costs shall be limited to: salaries and wages, plus the costs of fringe benefits which shall include social security contributions, unemployment, excise and payroll taxes, workers' compensation, health and retirement benefits, sick leave, vacation and holiday pay applicable thereto. Such employees shall include superintendents and foremen at the site. The expenses of performing Work after regular working hours, on Sunday or legal holidays shall be included in the above only if authorized by CITY and provided it was not in any way, whether in whole or in part the result of the fault of the CONTRACTOR due to negligence of the CONTRACTOR or those acting by or through him or due in whole or in part to Defective Work of the CONTRACTOR. 37 of 49 84 11.8.2 Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and storage, and manufacturers' field services required in connection therewith. The CONTRACTOR shall notify the CITY of all cash discounts that are available and offer the CITY the opportunity to deposit funds with the CONTRACTOR for the payment for items that offer a discount. Cash discounts shall accrue to CONTRACTOR unless the CONTRACTOR fails to timely notify the CITY of the discounts or if the OWNER deposits funds with CONTRACTOR with which to make payments in which cases the cash discounts shall accrue to the OWNER. All trade discounts, rebates and refunds, and all returns from sale of surplus materials and equipment shall accrue to OWNER, and CONTRACTOR shall make provisions so that they may be obtained. 11.8.3 Payments made by CONTRACTOR to the Subcontractors for Work performed by Subcontractors. If required by CITY, CONTRACTOR shall obtain competitive bids from Subcontractors acceptable to him and shall deliver such bids to CITY who will then determine, with the advice of the CONSULTANT, which Bids will be accepted. No subcontract shall be a cost plus contract unless approved in writing by the CITY. If a Subcontract provides that the Subcontractor is to be paid on the basis of Cost of Work plus a fee, the cost of the Work shall be determined in accordance this section 11.8 and in such case the word “Subcontractor” shall be substituted for the word “CONTRACTOR”. 11.8.4 Rentals of all construction equipment and machinery, except hand tools, and the parts thereof whether rented from CONTRACTOR or others in accordance with rental agreements approved by CITY with the advice of CONSULTANT, and the costs of transportation, loading, unloading, installation, dismantling and removal thereof - all in accordance with terms of said rental agreements. The rental of any such equipment, machinery or parts shall cease when the use thereof is no longer necessary for the Work. 11.8.5 Sales, use or similar taxes related to the Work, and for which CONTRACTOR is liable, imposed by any governmental authority. 11.8.6 Payments and fees for permits and licenses. Costs for permits and licenses must be shown as a separate item. 11.8.7 The cost of utilities, fuel and sanitary facilities at the site. 11.8.8 Minor expenses such as telegrams, long distance telephone calls, telephone service at the site, expressage and similar petty cash items in connection with the Work. 11.8.9 Cost of premiums for additional Bonds and insurance required solely because of changes in the Work, not to exceed two percent (2%) of the increase in the Cost of the Work. 11.9 The term Cost of the Work shall NOT include any of the following: 11.9.1 Payroll costs and other compensation of CONTRACTOR'S officers, executives, principals (of partnership and sole proprietorships), general managers, engineers, architects, estimators, lawyers, agents, expediters, timekeepers, clerks and other personnel employed by CONTRACTOR whether at the site or in its principal or a branch office for general administration of the Work and not specifically included in the schedule referred to in Subparagraph 11.5. 11.9.2 Expenses of CONTRACTOR'S principal and branch offices other than its office at the site. 11.9.3 Any part of CONTRACTOR'S capital expenses, including interest on CONTRACTOR'S capital employed for the Work and charges against CONTRACTOR for delinquent payments. 11.9.4 Cost of premiums for all bonds and for all insurance policies whether or not CONTRACTOR is required by the Contract Documents to purchase and maintain the same (except as otherwise provided in Subparagraph 11.8.9). 11.9.5 Costs due to the negligence of CONTRACTOR, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective work, disposal of materials or equipment wrongly supplied and making good any damage to property. 11.9.6 Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly included in Paragraph 11.8. 11.10 The CONTRACTOR'S fee which shall be allowed to CONTRACTOR for its overhead and profit shall be determined as follows: 11.10.1 A mutually acceptable firm fixed price; or if none can be agreed upon. 11.10.2 A mutually acceptable fixed percentage (not to exceed 15%). 38 of 49 85 11.11 The amount of credit to be allowed by CONTRACTOR to OWNER for any such change which results in a net decrease in cost will be the amount of the actual net decrease in costs calculated in the same manner as provided in 11.8. When both additions and credits are involved in any one change, the net shall be computed to include overhead and profit, identified separately, for both additions and credit, provided however, the CONTRACTOR shall not be entitled to claim lost profits for any Work not performed. ARTICLE 12 - TIME FOR COMPLETION, LIQUIDATED DAMAGES AND CHANGE OF THE CONTRACT TIME. 12.1 Time is of the essence to this contract and the date of beginning and t he time for completion of the Work are essential conditions of the Contract. Therefore, the Work shall be commenced on the date specified in the Notice to Proceed and completed within the time specified for completion of the work. 12.2 The CONTRACTOR shall proceed with the Work at such rate of progress to ensure full completion within the Contract Time. It is expressly understood and agreed, by and between the CONTRACTOR and the OWNER, that the Contract Time for the completion of the Work described herein is a reasonable time, taking into consideration the average climatic and economic conditions and other factors prevailing in the locality of the Work. No extension of time shall be granted due conditions that the Contractor knew of or should have known of before bidding on the project or due to inclement weather, except as provided in section 12.7. 12.3 If the CONTRACTOR shall fail to complete the Work within the Contract Time, or extension of time granted by the CITY, then the CONTRACTOR shall pay to the OWNER the amount of liquidated damages as specified in the Contract Documents for each calendar day after the scheduled date for completion as adjusted by written Change Orders that extended the completion date. 12.3.1 These amounts are not penalties but are liquidated damages incurred by the OWNER for its inability to obtain full use of the Project. Liquidated damages are hereby fixed and agreed upon between the parties, recognizing the impossibility of precisely ascertaining the amount of damages that will be sustained as a consequence of such delay, and both parties desiring to obviate any question or dispute concerning the amount of said damages and the cost and effect of the failure of CONTRACTOR to complete the Contract on time. The above-stated liquidated damages shall apply separately to each phase of the Project for which a time for completion is given. 12.3.2 CITY is authorized to deduct the liquidated damages from monies due to CONTRACTOR for the Work under this Contract. 12.4 The Contract Time may only be changed by a written Change Order. Any claim for an extension in the CONTRACT TIME shall be based on written notice delivered to the CITY and CONSULTANT within five (5) business days of the occurrence of the event giving rise to the claim an d stating the general nature of the claim including supporting data. All claims for adjustment in the Contract Time shall be evaluated and recommended by the CONSULTANT, with final approval by the CITY’S representative. Any change in the Contract Time resulting from any such claim shall be incorporated in a written Change Order. 12.5 All time limits stated in the Contract Documents are of the essence of the Contract. 12.6 No claim for delay shall be allowed because of failure to furnish Drawings before the expiration of fourteen (14) calendar days after demand has been made in writing to the CONSULTANT for such Drawings. Furthermore, there shall be no monetary compensation for such delay and the CONTRACTOR’s sole remedy shall be an extension of time for the period of delay. 12.7 Extensions to the Contract Time for delays caused by the effects of inclement weather shall not be granted unless the weather was unusual for South Florida and could not have been anticipated, the abnormal weather is documented by records from the national weather service and the abnormal weather is documented to have had a substantial affected on the construction schedule. 12.8 No Damages for Delay: The CONTRACTOR agrees that he shall not have any claim for damages due to delay unless the delay exceeds 6 months, whether individually or cumulatively, and then the damages shall be limited to increased cost of materials that were unanticipated and that would not have been incurred but for the delay. Other than as set forth above, the only remedy for any delay shall be limited to an extension of time as provided for in Section 12.4 which shall be the sole and exclusive remedy for such resulting delay. Other than as set forth above, CONTRACTOR shall not be entitled to an increase in th e Contract Price or payment or compensation of any kind from OWNER for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to, costs of acceleration or 39 of 49 86 inefficiency, overhead or lost profits, arising because of delay, disruption, interference or hindrance from any cause whatsoever, whether such delay, disruption, interference or hindrance be reasonable or unreasonable, foreseeable or unforeseeable, or avoidable or unavoidable. 12.9 The CONTRACTOR waives all claims that are not presented to the City in writing on or before the 21 st day following the date of the event upon which the claim is based. 12.10 Dispute Resolution: If any dispute concerning a question of fact arises under the Contract, other than termination for default or convenience, the CONTRACTOR and the city department responsible for the administration of the Contract shall make a good faith effort to resolve the dispute. If the dispute cannot be resolved by agreement, then the department with the advice of the City Attorney and the CONSULTANT shall rule on the disputed issue and send a written copy of its decision to the CONTRACTOR. CONTRACTOR shall comply with such decision and shall not delay the project. ARTICLE 13 – GUARANTEE. 13.1 The CONTRACTOR shall guarantee and unconditionally warrant through either the manufacturer or the CONTRACTOR directly, all materials and equipment furnished and Work performed for patent Defective Work for a period of one (1) year from the date of Final Acce ptance as indicated in the CONSULTANT Letter of Recommendation of Acceptance, if issued, the Certificate of Occupancy, if issued, or the Certificate of Completion, if issued by the City, whichever is applicable and if more than one is applicable, the one that is issued last, for patent Defective Work,. The same guarantee and unconditional warranty shall be extended for three (3) years from the date of Final Acceptance as indicated in the CONSULTANT Letter of Recommendation of Acceptance, if issued, the Cer tificate of Occupancy, if issued, or the Certificate of Completion, if issued by the City, whichever is applicable and if more than one is applicable, the one that is issued last, for latent Defective Work. The CITY will give notice of observed defects with reasonable promptness. In the event that the CONTRACTOR should fail to commence to correct such Defective Work within ten (10) calendar days after having received written notice of the defect, or should the CONTRACTOR commence the corrective work, but fail to prosecute the corrective work continuously and diligently and in accordance with the Contract Documents, applicable law, rules and regulations, the CITY may declare an event of default, terminate the Contract in whole or in part and cause the Defective Work to be removed or corrected and to complete the Work at the CONTRACTOR's expense, and the CITY shall charge the CONTRACTOR the cost thereby incurred. The Performance Bond shall remain in full force and effect through the guarantee period. 13.2 The specific warranty periods listed in the Contract Documents, if different from the period of time listed in Section 13.1, shall take precedence over Section 13.1. 13.3 CONTRACTOR shall act as agent, on a limited basis for the OWNER, at the CITY’s option, solely for the follow-up concerning warranty compliance for all items under manufacturer’s Warranty/Guarantee and for the purpose of completing all forms for Warranty/Guarantee coverage under this Contract. 13.4 In case of default by the CONTRACTOR, the City of South Miami may procure the articles or services from other sources and hold the CONTRACTOR responsible for any excess costs occasioned or incurred thereby. 13.5 The CITY may withhold acceptance of, or reject items which are found upon examination , not to meet the specification requirements. Upon written notification of rejection, items shall be removed within five (5) business days by the CONTRACTOR at his own expense and redelivered at his expense. Rejected goods left longer than thirty (30) calendar days shall be regarded as abandoned and the City shall have the right to dispose of them as its own property and the CONTRACTOR thereby waives any claim to the good or to compensation of any kind. Rejection for Non-Conforming Work or failure to meet delivery schedules may result in the Contract being found in default. ARTICLE 14 - PAYMENTS AND COMPLETION. Payments to Contractor 14.1 The Contractor shall not be entitled to any money for any work performed before the issuance of a Notice to Proceed on the form described in the Contract Documents and the issuance by the City of a “purchase order”, or any other document, does not and shall not authorize the commencement of the Work. At least ten (10) calendar days before each progress payment falls due (but not more often than once a month), the CONTRACTOR shall submit to the CONSULTANT a partial payment estimate filled 40 of 49 87 out and signed by the CONTRACTOR covering the Work performed during the period covered by the partial payment estimate and supported by such data as the CONSULTANT may reasonably require. All progress payment applications after the first progress payment shall be accompanied by partial releases of lien executed by all persons, firms and corporations who have furnished labor, services or m aterials incorporated into the work during the period of time for which the previous progress payment was made, releasing such claims and lien rights, if any, of those persons. If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at or near site, the partial payment estimate shall also be accompanied by such supporting data, satisfactory to the CITY, which establishes the OWNER’S title to the material and equipment as well as certifi cates of insurance providing coverage for 100% of the value of said material and equipment covering the material and equipment from all casualties as well as theft, vandalism, fire and flood. The CONTRACTOR shall replace at its expense any stored materials paid for which are either damaged or stolen before installation. The CONSULTANT will within ten (10) calendar days after receipt of each partial payment estimate, either certifying in writing its approval of payment and present the partial payment estim ate to the OWNER, or return the partial payment estimate to the CONTRACTOR, indicating in writing his reasons for refusing to approve payment. In the latter case, the CONTRACTOR may make the necessary corrections and resubmit the partial payment estimate. The OWNER, will within thirty (30) calendar days of presentation to it of any approved partial payment estimate, pay the CONTRACTOR a progress payment on the basis of the approved partial payment estimate. The OWNER shall retain ten (10%) percent of the amount of each payment until Final Completion and Acceptance of all Work covered by the Contract Documents. Any interest earned on the retainage shall accrue to the benefit of the OWNER. 14.2 The CONTRACTOR, before it shall receive final payment, shall deliver to the CITY a Contractor’s Final Payment Affidavit as set forth in the Florida Construction Lien Statute as well as final releases of lien executed by all persons who have performed or furnished labor, services or materials, directly or indirectly, which was incorporated into the Work. If any person refuses to provide such a release or provides a conditional release, the CITY shall have the right to issue a joint check made payable to the CONTRACTOR and such person. Contractor's Warranty of Title 14.3 The CONTRACTOR warrants and guarantees that title to all Work, materials and equipment covered by an Application for Payment whether the Work, material or equipment is incorporated in the Pr oject or not, shall have passed to the OWNER prior to the making of the Application for Payment, free and clear of all liens, claims, security interest and encumbrances (hereafter in these General Conditions referred to as "Liens"); and that no Work, materials or equipment, covered by an Application for Payment, will have been acquired by the CONTRACTOR or by any other person performing the Work at the site or furnishing materials and equipment for the Project, under or pursuant to an agreement under which an interest therein or encumbrance thereon is retained by the seller or otherwise imposed by the CONTRACTOR or such other person. Approval of Payment 14.4 The CONSULTANT’s approval of any payment requested in an Application for Payment shall constitute a representation by him to the CITY, based on the CONSULTANT’s on site observations of the Work in progress as an experienced professional and on his review of the Application for Payment and supporting data, that the Work has progressed to the point indicated in the Application for Payment; that, to the best his knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning Project upon substantial completion as defined in Article 1, to the results of any subsequent tests called for in the Contract Documents and any qualifications stated in his approval); and that the CONTRACTOR is entitled to payment of the amount approved. However, by approving, any such payment the CONSULTANT shall not thereby be deemed to have represented that he made exhaustive or continuous on-site observations to check the quality or the quantity of the Work, or that he has reviewed the means, methods, techniques, sequences and procedures of construction or that he had made any examination to ascertain how or for what purpose the CONTRACTOR has used the moneys paid or to be paid to him on account of the Contract Price, or that title to any Work, materials, or equipment has passed to the OWNER free and clear of any liens. 14.5 The CONTRACTOR shall make the following certification on each request for payment: 41 of 49 88 “I hereby certify that the labor and materials listed on this request for payment have been used in the construction of this Work and that all materials included in this request for payment and not yet incorporated into the construction are now on the site or stored at an approved location, and payment received from the last request for payment has been used to make payments to all his Subcontractors and suppliers, except for the amounts listed below beside the names of the persons who performed work or supplied materials". In the event that the CONTRACTOR withholds payment from a Subcontractor or Supplier, the same amount of money shall be withheld from the CONTRACTOR’s payment until the issue is resolved by written agreement between them and then a joint check shall be made payable to the person in question and the CONTRACTOR in accordance with the settlement agreement, otherwise the mo ney shall be held by the OWNER until a judgment is entered in favor of the CONTRACTOR or the person, in which case the money shall be paid according with said judgment. Nothing contained herein shall indicate an intent to benefit any third persons who are not signatories to the Contract. 14.6 The CONSULTANT may refuse to approve the whole or any part of any payment if, in its opinion, it is unable to make such representations to the OWNER as required this Section 14. It may also refuse to approve any payment, or it may void any prior payment application certification because of subsequently discovered evidence or the results of subsequent inspection or tests to such extent as may be necessary in its opinion to protect the OWNER from loss because: 14.6.1 of Defective Work, or completed Work has been damaged requiring correction or replacement, 14.6.2 the Work for which payment is requested cannot be verified, 14.6.3 claims of Liens have been filed or received, or there is reasonable evidence indicating the probable filing or receipt thereof, 14.6.4 the Contract Price has been reduced because of modifications, 14.6.5 the CITY has correct Defective Work or completed the Work in accordance with Article 13. 14.6.6 of unsatisfactory prosecution of the Work, including failure to clean up as required by paragraphs 6.29 and 6.30, 14.6.7 of persistent failure to cooperate with other contractors on the Project and persistent failure to carry out the Work in accordance with the Contract Documents, 14.6.8 of liquidated damages payable by the CONTRACTOR, or 14.6.9 of any other violation of, or failure to comply with provisions of the Contract Documents. 14.7 Prior to Final Acceptance the OWNER, with the approval of the CONSULTANT, may use any completed or substantially completed portions of the Work provided such use does not interfere with the CONTRACTOR’s completion of the Work. Such use shall not constitute an acceptance of such portions of the Work. 14.8 The CITY shall have the right to enter the premises for the purpo se of doing Work not covered by the Contract Documents. This provision shall not be construed as relieving the CONTRACTOR of the sole responsibility for the care and protection of the Work, or the restoration of any damaged Work except such as may be caused by agents or employees of the OWNER. 14.9 Upon completion and acceptance of the Work the CONSULTANT shall issue a Certificate attached to the Final Application for Payment that the Work has been accepted by it under the conditions of the Contract Documents. The entire balance found to be due the CONTRACTOR, including the retained percentages, but except such sums as may be lawfully retained by the OWNER, shall be paid to the CONTRACTOR within thirty (30) calendar days of completion and acceptance of the Work. 14.10 Upon The awarded CONTRACTOR will be strongly encouraged to register as an ePayables Vendor with the Owner. The Bank of America ePayables Solution is an automated card payment process that shifts accounts payable disbursements to corporate purchasing cards. ePayables, streamline the process of making payments to your organization going forward, the City will provide the CONTRACTOR with a credit card account number to keep on file. This card has unique security features, with $0 of available funds until an invoice is approved for payment. After an invoice has received proper and complete approval, an electronic remittance advice will be sent via e-mail, or fax, which notifies the CONTRACTOR that the funds have been transferred in to the account linked to the card for the amount listed on the invoice and/or remittance email. Please refer to the ePayables Questions & Answers Form contained in this RFP or contact the OWNER’s Finance department at (305) 663-6343 with any questions. 42 of 49 89 Acceptance of Final Payment as Release 14.11 The Acceptance by the CONTRACTOR of Final Payment shall be and shall operate as a release to the OWNER and a waiver of all claims and all liability to the CONTRACTOR other than claims previously filed and unresolved. The waiver shall include all things done or furnished in connection with the Work and for every act and neglect of the OWNER and others relating to or arising out of this Work. Any payment, however, final or otherwise, shall not release the CONTRACTOR or its sureties from any obligations under the Contract Documents or the Performance Bond and Payment Bonds. 14.12 The CONSULTANT may void any certification of Substantial Completion or Final Completion of the Work as may be necessary in his opinion to protect the OWNER from loss if he determines, because of subsequently discovered evidence or the results of subsequent inspection or tests, that: 14.12.1 the Work is defective, or that the completed Work has been damaged due to the fault of the CONTRACTOR or any individual or entity operating under or through it requiring correction or replacement to the extent that the project is no longer Substantially Completed, or in the case of Final Completion certification, is no longer Finally Competed. 14.12.2 the Work necessary to be completed for the purpose of certifying the work as being Substantially Completed or Finally Completed cannot be verified, 14.12.3 claims or Liens have been filed or received, or there is reasonable evidence indicating the probable filing or receipt thereof that, if valid and paid, would reduce the amount owing to the CONTRACTOR BY 20% in the case of Substantial Completion and 5% in the case of Final Completion. 14.12.4 there is Defective Work the value of which, if deducted from the contract price would reduce the amount owing to the CONTRACTOR BY 20% in the case of Substantial Completion and 5% in the case of Final Completion. 14.13 If the CONSULTANT de-certifies any portion of the Work that was certified (“Initial Certification”) by the CONSULTANT, the CONTRACTOR shall repay to the City of South Miami any money paid as a result of said Initial Certification being issued which shall be paid only when the decertified work is re- certified. ARTICLE 15 – SUSPENSION OF WORK AND TERMINATION. 15.1 The CITY may, at any time and without cause, suspend the Work or any portion thereof for a period of not more than ninety (90) calendar days by notice in writing to the CONTRACTOR and the CONSULTANT, which shall fix the date on which Work shall be resumed. The CONTRACTOR shall be allowed an increase in the Contract Price or an extension of the Contract Time, or both, directly attributable to any suspension and if a claim is timely made and if it is allowed under the terms of Articles 11 or Article 12. City May Terminate 15.2 If the CONTRACTOR is adjudged bankrupt or insolvent, or if he makes a general assignment for the benefit of its creditors, or if a trustee or receiver is appointed for the CONTRACTOR or for any its property, or if he files a petition to take advantage of any debtor's act, or to reorganize under bankruptcy or similar laws, or if he repeatedly fails to supply sufficient skilled workmen or suitable materials or equipment, or if he repeatedly fails to make prompt payments to Subcontractors or for labor, materials or equipment or he disregards laws, ordinances, rules, regulations or orders of any public body having jurisdiction, or if he disregards the authority of the CONSULTANT, or if he otherwise violates any provision of, the Contract Documents, then the CITY may, without prejudice to any other right or remedy and after giving the CONTRACTOR and the Surety seven (7) calendar days written notice, terminate the services of the CONTRACTOR and take possession of the Project and of all m aterials, equipment, tools, construction equipment and machinery thereon owned by the CONTRACTOR, and finish the Work by whatever method it may deem expedient. In such case the CONTRACTOR shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the Contract Price exceeds the direct and indirect costs of completing the Project, including compensation for additional professional services, such excess shall be paid to the CONTRACTOR. If such costs exceed such unpaid balance, the CONTRACTOR or the Surety on the Performance Bond shall pay the 43 of 49 90 difference to the OWNER. Such costs incurred by the OWNER shall be determined by the CONSULTANT and incorporated in a Change Order. If after termination of the CONTRACTOR under this Section, it is determined by a court of competent jurisdiction for any reason that the CONTRACTOR was not in default, the rights and obligations of the OWNER and the CONTRACTOR shall be the same as if the termination had been issued pursuant to Section 15.5 15.3 Where the CONTRACTOR'S services have been so terminated by the CITY said termination shall not affect any rights of the OWNER against the CONTRACTOR then existing or which may thereafter accrue. Any retention or payment of moneys by the OWNER due the CONTRACTOR shall not release the CONTRACTOR from liability. 15.4 Upon seven (7) calendar days’ written notice to the CONTRACTOR and the CONSULTANT, the CITY may, without cause and without prejudice to any other right or remedy, elect to terminate the Contract for the convenience of the OWNER. In such case, the CONTRACTOR shall be paid for all Work executed and accepted by the CITY as of the date of the termination, minus any deduction for damage or Defective Work. No payment shall be made for profit for Work which has not been performed. 15.4A 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 the Contract Price without violating the intent of the Contract. Removal of Equipment 15.5 In the case of termination of this Contract before completion for any cause whatever, the CONTRACTOR, if notified to do so by the CITY, shall promptly remove any part or all of its equipment and supplies from the property of the OWNER. Should the CONTRACTOR not remove such equipment and supplies, the CITY shall have the right to remove them at the expense of the CONTRACTOR and the CONTRACTOR agrees that the OWNER shall not be liable for loss or damage to such equipment or supplies. Equipment and supplies shall not be construed to include such items for which the CONTRACTOR has been paid in whole or in part. Contractor May Stop Work or Terminate 15.6 If, through no act or fault of the CONTRACTOR, the Work is suspended for a period of more than ninety (90) calendar days by the CITY or by order of other public authority, or under an order of court or the CONSULTANT fails to act on any Application for Payment within thirty (30) calendar days after it is submitted, or the OWNER fails to pay the CONTRACTOR any sum approved by the CONSULTANT, within thirty (30) calendar days of its approval, and presentation, then the CONTRACTOR may, upon twenty (20) calendar days written notice to the CITY and the CONSULTANT, terminate the Contract. The CITY may remedy the delay or neglect within the twenty (20) calendar day time frame. If timely remedied by the CITY, the Contract shall not be considered terminated. In lieu of terminating the Contract, if the CONSULTANT has failed to act on an Application for Payment or the OWNE R has failed to make any payment as afore said, the CONTRACTOR may upon ten (10) calendar days’ notice to the CITY and the CONSULTANT stop the Work until it has been paid all amounts then due. Indemnification of Independent Consultant. 15.7 The CONTRACTOR and the CITY hereby acknowledges that if the CONSULTANT is an independent contractor of the OWNER, the CONSULTANT may be reluctant to rule on any disputes concerning the Contract Documents or on the performance of the CONTRACTOR or the OWNER pursuant to t he terms of the Contract Documents. Therefore, the OWNER, at the CONSULTANT’s request, agrees to provide the CONSULTANT with a written indemnification and hold harmless agreement to indemnify and hold the CONSULTANT harmless as to any decision in this regard before the CONSULTANT makes an interpretation, de-certifies a payment application, decertifies Substantial Completion, decertifies Final Completion, certifies an event of default, or approves any action which requires the approval of the CONSULTANT. 44 of 49 91 ARTICLE 16 – MISCELLANEOUS. 16.1 Whenever any provision of the Contract Documents requires the giving of written notice it shall be deemed to have been validly given if delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or if delivered at or sent by registered or certified mail, postage prepaid, to the last known business address. 16.2 The Contract Documents shall remain the property of the OWNER. The CONTRACTOR and the CONSULTANT shall have the right to keep one record set of the Contract Documents upon completion of the Project. 16.3 The duties and obligations imposed by these General Conditions, Special Conditions and Supplementary Conditions, if any, and the rights and remedies available hereunder, and, in particular but without limitation, the warranties, guarantees and obligations imposed upon CONTRACTOR by the Contract Documents and the rights and remedies available to the OWNER and CONSULTANT thereunder, shall be in addition to, and shall not be construed in any way as a limitation of, any rights and remedies available by law, by special guarantee or by other provisions of the Contract Documents. 16.4 Should the OWNER or the CONTRACTOR suffer injury or damage to its person or property because of any error, omission, or act of the other or of any of their employees or agents or others for whose acts they are legally liable, claim shall be made in writing to the other party within twenty -one (21) calendar days of the first observance of such injury or damage. ARTICLE 17 - WAIVER OF JURY TRIAL. 17.1 OWNER and CONTRACTOR knowingly, irrevocably voluntarily and intentionally waive any right either may have to a trial by jury in State or Federal Court proceedings in respect to any action, proceeding, lawsuit or counterclaim arising out of the Contract Documents or the performance of the Work thereunder. ARTICLE 18 - ATTORNEYS FEES JURISDICTION / VENUE / GOVERNING LAW. 18.1 The Contract shall be construed in accordance with and governed by the law of the State of Florida. 18.2 The parties submit to the jurisdiction of any court of competent jurisdiction in Florida regarding any claim or action arising out of or relating to the Contract or Contract Documents. Venue of any action to enforce the Contract shall be in Miami-Dade County, Florida. 18.3 Except as may be otherwise provided in the Contract Documents, all claims, counterclaims, disputes and other matters in question between the OWNER and the CONTRACTOR arising out of or relating to this Contract or the breach thereof, shall be decided in a court of competent jurisdiction within the State of Florida. ARTICLE 19 - PROJECT RECORDS. 19.1 The CITY shall have right to inspect and copy during regular business hours at OWNER’S expense, the books and records and accounts of CONTRACTOR which relate in any way to the Project, and to any claim for additional compensation made by CONTRACTOR, and to conduct an audit of the financial and accounting records of CONTRACTOR which relate to the Project. CONTRACTOR shall retain and make available to CITY all such books and records and accounts, financial or otherwise, which relate to the Project and to any claim for a period of three (3) years following final completion of the Project. During the Project and the three (3) year period following final completion of the Project, CONTRACTOR shall provide CITY access to its books and records upon five (5) business day’s written notice. 19.2 CONTRACTOR and all of its subcontractors are required to comply with t he public records law (s.119.0701) while providing services on behalf of the OWNER and the CONTRACTOR, under such conditions, shall incorporate this paragraph in all of its subcontracts for this Project. CONTRACTOR and its subcontractors are specifically required to: (a) Keep and maintain public records required by the public agency to perform the service; (b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law 45 of 49 92 for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency; and (d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 305-663-6340; E-mail: npayne@southmiamifl.gov; 6130 Sunset Drive, South Miami, FL 33143. 19.3 If CONTRACTOR or its subcontractor does not comply with a public records request, the CITY shall have the right to enforce this contract provision by specific performance and the person who violates this provision shall be liable to OWNER for its costs of enforcing this provision, including attorney fees incurred in all proceedings, whether administrative or civil court and in all appellate proceedings. ARTICLE 20 – SEVERABILITY. 20.1 If any provision of the Contract or the application thereof to any person or situation shall to any extent, be held invalid or unenforceable, the remainder of the Contract, and the application of such provisions to persons or situations other than those as to which it shall have been held invalid or unenforceable shall not be affected thereby, and shall continue in full force and effect, and be enforced to the fullest extent permitted by law. ARTICLE 21 – INDEPENDENT CONTRACTOR. 21.1 The CONTRACTOR is an independent CONTRACTOR under the Contract. Services provided by the CONTRACTOR shall be by employees of the CONTRACTOR and subject to supervision by the CONTRACTOR, and not as officers, employees, or agents of the OWNER. Personnel policies, tax responsibilities, social security and health insurance, employee benefits, purchasing policies and other similar administrative procedures, applicable to services rendered under the Contract shall be those of the CONTRACTOR. ARTICLE 22 – ASSIGNMENT. 22.1 The CONTRACTOR shall not transfer or assign any of its rights or duties, obligations and responsibilities arising under the terms, conditions and provisions of this Contract without prior written consent of the City Manager. The CITY will not unreasonably withhold and/or delay its consent to the assignment of the CONTRACTOR’s rights. The CITY may, in its sole and absolute discretion, refuse to allow the CONTRACTOR to assign its duties, obligations and responsibilities. In any event, the CITY shall not consent to such assignment unless CONTRACTOR remains jointly and severally liable for any breach of the Agreement by the assignee, the assignee meets all of the CITY’s requirements to the CITY’s sole satisfaction and the assignee executes all of the Contract Documents that were required to be executed by the CONTRACTOR IN WITNESS WHEREOF, the parties hereto have executed the General Conditions to acknowledge their inclusion as part of the Contract Documents on this ____ day of ________________, 20___, CONTRACTOR: _________________________ Signature:_______________________________ 46 of 49 31 DECEMBER 19 MAGGOLC INC 93 Print Signatory’s Name:_____________________ Title of Signatory: _________________________ ATTESTED: OWNER: CITY OF SOUTH MIAMI Signature: _______________________ Signature: ______________________________ Nkenga Payne Steven Alexander City Clerk City Manager Read and Approved as to Form, Language, Legality, and Execution Thereof: Signature: ________________________ City Attorney 47 of 49 MARIO GONZALEZ PRESIDENT 94 EXHIBIT 6 Supplementary Conditions CONSTRUCTION CONTRACT DANTE FASCELL ART IN THE PARK RFP PW2019-14 A.Consultant: In accordance with ARTICLE 1 of the General Conditions CONSULTANT is defined as the person identified as the CONSULTANT in the Supplementary Conditions or if none, then CITY’s designated representative as identified in the Supplementary Conditions. The CONSULTANT’s, if any, and the City’s Designated Representative’s name, address, telephone num ber and facsimile number are as follows: Consultant: Marlin Engineering 1700 NW 66 Avenue Ste. 106 Plantation, FL 33313 Ph: 305/477-7575 B.Termination or Substitution of Consultant: Nothing herein shall prevent the CITY f rom terminating the services of the CONSULTANT or from substituting another “person” to act as the CONSULTANT. C.Plans for Construction: The successful CONTRACTOR will be furnished ___________ sets of Contract Documents without charge. Any additional copies required will be furnished to the CONTRACTOR at a cost to the CONTRACTOR equal to the reproduction cost. D.The Scope of Services, also referred to as the Work in the contract documents, is as set forth in the RFP and in the attached EXHIBIT 1, Attachment A, B, & C to the RFP and if there is a conflict the attached Exhibit shall take precedence. E.Contractor shall comply with the insurance and indemnification requirements is set forth in the RFP and in the document set forth in the attached EXHIBIT 2 to the RFP and if there is a conflict the attached Exhibit shall take precedence. F.The Work shall be completed in 15 calendar days unless a shorter time is set forth in the Contract and in such event the Contract shall take precedent notwithstanding any provision in the General Conditions to the Contract that may be to the contrary. G.CONTRACTOR has reviewed and checked all information and data with respect to existing Underground Facilities or conditions at or contiguous to the site and assumes responsibility for the accurate location of all Underground Facilities and conditions that may affect the Work. It is agreed by the parties t hat no additional examinations, investigations, explorations, tests, reports or similar information or data in respect to any Underground Facilities or conditions are, or will be, required by CONTRACTOR to perform and furnish the Work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents. H.CONTRACTOR has given the City written notice of all conflicts, errors or discrepancies that it has discovered in the Contract Documents and, if any conflicts, errors or discrepancies have been found and notice given, the CONTRACTOR represents, by submitting its proposal to the City, that the CONTRACTOR has received sufficient notice of the resolution thereof from the City, that such resolution is acceptable to CONTRACTOR and that the CONTRACTOR waives any claim regarding the conflicts, errors or discrepancies. I. IN WITNESS WHEREOF, the parties hereto have executed the Supplementary Conditions to acknowledge their inclusion as part of the Contract on this ____ day of ________________, 20___, CONTRACTOR: ______________________________ Signature: ____________________________________ 48 of 49 31 DECEMBER 19 MAGGOLC INC 95 Print Signatory’s Name: __________________________ Title of Signatory: ______________________________ ATTESTED: OWNER: CITY OF SOUTH MIAMI Signature: _______________________ Signature: __________________________ Nkenga Payne Steven Alexander City Clerk City Manager Read and Approved as to Form, Language, Legality, and Execution Thereof: Signature: ________________________ City Attorney END OF DOCUMENT 49 of 49 MARIO GONZALEZ PRESIDENT 96 97 98 Halsey Beshears, SecretaryRon DeSantis, GovernorSTATE OF FLORIDADEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATIONCONSTRUCTION INDUSTRY LICENSING BOARDTHE GENERAL CONTRACTOR HEREIN HAS REGISTERED UNDER THEPROVISIONS OF CHAPTER 489, FLORIDA STATUTESGONZALEZ, MARIO HDo not alter this document in any form.MAGGOLC INCLICENSE NUMBER: RG291103844EXPIRATION DATE: AUGUST 31, 2021This is your license. It is unlawful for anyone other than the licensee to use this document.11020 SW 55TH STREETMIAMI FL 33165Always verify licenses online at MyFloridaLicense.com(INDIVIDUAL MUST MEET ALL LOCAL LICENSINGREQUIREMENTS PRIOR TO CONTRACTING IN ANY AREA)99 miamidade.gov Internal Services Department Small Business Development 111 NW 1 Street, 19th Floor Miami, Florida 33128 T 305-375-3111 F 305-375-3160 April 2, 2019 MARIO GONZALEZ MAGGOLC, INC. 11020 SW 55TH STREET MIAMI, FL 33165 Approval Date: March 14, 2019 - Small Business Enterprise - Construction (SBE-Con) Anniversary Date: December 31, 2020 Dear MARIO GONZALEZ, Miami-Dade County Small Business Development (SBD), a division of Internal Services Department (ISD), is pleased to notify you of your firm’s continuing eligibility as a certified Small Business Enterprise - Construction (SBE-Con). The Small Business Enterprise (SBE) programs are governed by sections 2-8.1.1.1.1; 2-8.1.1.1.2; 2-10.4.01; 10-33.02 of Miami-Dade County’s Codes. Your firm is certified in the categories listed below. The Small Business Enterprise - Construction (SBE-Con) certification is continuing through the Anniversary Date listed above, contingent upon your firm maintaining its eligibility based on the criteria outlined in the aforementioned code. You will be notified of your annual responsibilities in advance of the Anniversary Date. You must submit the annual AFFIDAVIT FOR CONTINUING ELIGIBILITY no later than the Anniversary Date to maintain your eligibility. Your firm’s name and tier level will be listed in the directory for all SBE certified firms, which can be accessed through Miami-Dade County’s SBD website: http://www.miamidade.gov/smallbusiness/certification-lists.asp. If there is a material change in your firm, you must advise this office by submitting a status change form with the associated supporting documentation, within thirty (30) days. Changes may include, but are not limited to, ownership, officers, directors, management, key personnel, scope of work performed, daily operations, on-going business relationships with other firms or individuals or the physical location of your firm. After our review, you will receive instructions as to how you should proceed, if necessary. Failure to do so will be deemed a failure on your part to cooperate and will result in action to remove your firm’s certification. It is strongly recommended that you register your firm as a vendor with Miami-Dade County. To register, you may visit: http://www.miamidade.gov/procurement/vendor-registration.asp. If you have any questions or concerns, you may contact our office at 305-375-3111 or email sbdcert@miamidade.gov. Sincerely, Claudious Thompson, Section Chief Small Business Development CATEGORIES: (Your firm may bid or participate on contracts only under these categories) CSI 321: BASES, BALLASTS, AND PAVING NAICS 236115: NEW SINGLE-FAMILY HOUSING CONSTRUCTION (EXCEPT FOR-SALE BUILDERS) NAICS 236116: NEW MULTIFAMILY HOUSING CONSTRUCTION (EXCEPT FOR-SALE BUILDERS) NAICS 236117: NEW HOUSING FOR-SALE BUILDERS NAICS 236118: RESIDENTIAL REMODELERS NAICS 236210: INDUSTRIAL BUILDING CONSTRUCTION NAICS 236220: COMMERCIAL AND INSTITUTIONAL BUILDING CONSTRUCTION NAICS 237110: WATER AND SEWER LINE AND RELATED STRUCTURES CONSTRUCTION 100 NAICS 237120: OIL AND GAS PIPELINE AND RELATED STRUCTURES CONSTRUCTION NAICS 237130: POWER AND COMMUNICATION LINE AND RELATED STRUCTURES CONSTRUCTION NAICS 237210: LAND SUBDIVISION NAICS 237310: HIGHWAY, STREET, AND BRIDGE CONSTRUCTION NAICS 237990: OTHER HEAVY AND CIVIL ENGINEERING CONSTRUCTION NAICS 238110: POURED CONCRETE FOUNDATION AND STRUCTURE CONTRACTORS NAICS 238120: STRUCTURAL STEEL AND PRECAST CONCRETE CONTRACTORS NAICS 238910: SITE PREPARATION CONTRACTORS NAICS 238990: ALL OTHER SPECIALTY TRADE CONTRACTORS 101