HomeMy WebLinkAboutR-2024-180 TechGroupOne Inc. -Windows and Door City Hall (24-020)RESOL[TTIONN().202.1- \ ;,
A RESOLT]TION OF THE CITY COMMISSION OF THE CITY OF DANIA
BEACH. AUTHORIZING THE AWARD OF INVITATION TO BID NO. 24.020
.'DANIA BEACH CITY HALL WINDOW AND DOOR REPLACEMENT" TO
TECHGROPUONE. INC. IN AN AMOLJNT NOT TO EXCEEED TWO HLNDRED
SIXTY.FIVE THOUSAND FIVE HUNDRED ONE DOLLAR AND FIFTY CENTS
($265,501.50) PLUS A TEN PERCENT (IO%) CONTINCENCY FOR
UNFORSEEN CIRCUMSTANCES: PROVIDING FOR CONFLICTS: FURTHER.
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the age and wear of City Hall's windows and doors make them not up to
hurricane r.r'ind rating and energy ineflcient: and
WHEREAS, City Hall has undergone expansion and renovations to interior spaces
including an ongoing project in the Building Department. which further require the upgrade of
windows and doorsl and
WHER-EAS, the City advertised Invitation to Bid ("lTB") No. 24-020 "Dania Beach City
Hall Window and Door Replacements" on July 16, 2024, in Sun- Sentinel and On Demand Star,
and received the below responses.
o Maximum Shutters Systems $l12.836.68o XlO Construction $242.933.00r Fresco Inspections & Consulting. LLC $250,424.68. A-l Property Services Group. [nc. $259,621.99o TechGroupOne. Inc. $265,501 .50o VPR Construction Corp $378,995.09o Timekey Enterprise $951,270.32o Best Home Protection $l,188,982.33
WHEREAS, the Bid Committee, Community Development Director Eleanor Norena.
Project Manager Megan Yany, CIP and Grants Administrator Sean Schutten. and Jenna Marinetti
of Calvin Giordano & Associates. Inc.. revie*'ed the bid responses: and
WHEREAS, the two low bidders were not selected because the bid lorm was altered and
a bid security not submitted; and
WHEREAS,, the next two lowest bidders were not selected because referenced projects
ditTered from the scope of work in ITB No. 2024-020: and
WHEREAS, the Bid Committee selected TechGroupOne. Inc. as the most responsive
bidder.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DANIA BEACH, FLORIDA:
Section l. That the above "Whereas" clauses are ratified and confirmed, and they are
made a part ofand incorporated into this Resolution by this reference.
Section 2. That the City Commission authorizes the proper City officials to execute an
agreement with TechGroupOne, lnc. for City Hall window and door replacement. in accordance
with the itemized schedule of costs plus a ten percent (10%) contingency for unforeseen
circumstances, a copy of which is aftached as Exhibit "A" and made a part of and incorporated
into this Resolution b1 this ref-erence.
Section 3. The funding for this installation is appropriated and available within the
Capital Projects Fund/lnfrastructure other than Bldgs. Account No. 103-18-65-519-63-10.
Section 4. That all resolutions or parts of resolutions in conflict with this Resolution
are repealed to the extent ofsuch conflict.
Section 5. That this Resolution shall be eflective l0 days after passage.
PASSED AND ADOPTED On UrnD€'0 2024.
Motion by V\L[ rr,rqq(Y Sd\vrno . seco oOmrniSrtN/ ZrmDl,.--l-
FINAL VOTE ON ADOPTION:Unanimous
Yes No
Commissioner Lori Lewellen
Commissioner Luis Rimoli
Commissioner Archibald J. Ryan
Vice Mayor Marco Salvino
Mayor Joyce L. Davis
IV
SIGNATURES ON THE FOLLOWING PAGE
1 RESOLUTION #202.I.
HED
ATTEST:
ELORN (
CITY Ct,ERK
APPROVED AS TO FORM AND CORRECTNESS:
E IITSIS
C TTORNEY
.I S
J RESOLUNON #2024. \:.D
I
'/L-------.-'
AGREEMENT FOR CITY HALL WINDOWS PURSUABNT TO ITB NO 21-O2O
THIS IS AN AGREEMENT ("Agreement") dated , 2024, between
the City of Dania Beach. Florida, a Florida municipal corporation ("Cit-v"), with its principal place
ol business located at 100 West Dania Beach Boulevard, Dania Beach, Florida 33304 and
TECHGROPUONE, lNC ("Contractor"), a Florida corporation, w-ith a mailing address of 8504
NW 66th Street. Miami, FL 33166.
In consideration of the mutual covenantsr terms and conditions contained in this
Agreement, and lbr other good and valuable consideration, the adequacy and receipt of u'hich are
acknowledged and agreed upon, the parties agree as follows:
City. The City of Dania Beach, Florida.
Cit"v Code. The City of Dania Beach Code of Ordinances.
Force Majeure: Any event which results in the prevention or delay of performance by a
part)'of its obligations under this Agreement and which is beyond the reasonable control
of such parry including, but is not limited to fire. earthquakes, hurricanes, tomadoes.
storms, lightning, epidemic. pandemic, war, riot, civil disturbance, sabotage. and
govemmental actions. "Force majeure" does not include where the City's actions or
inactions or lack of compliance with the Agreement delay the Contractor.
Governmental Approvals: All govemmental and quasi-govemmental approvals from
applicable city, county and other agencies and authorities required to develop the
Property, including. but not limited to, development of regional impact approvals, site
plan approvals, comprehensive land use plan approvals. plat approvals and recordation.
public dedications, environmental approvals, zoning approvals. building permits and all
other govemmental approvals required in comection with the development of any
Improvements at the Property (and the expiration ol all appeal periods with respect
thereto). modification or vacation of easements or both, and other matters pefiaining to
the Propert_v.
Governmental Authority. Any federal, state. county, municipal or other govemmental
department, entity, authority, commission board, bureau, court, agency, or any
instrumentalitv ofany ofthem non'existing or hereafter created, having jurisdiction over
the Property or any portion thereof.
Governmental Requirement. Any law, enactment, statule, code. ordinance, rule,
regulation, judgment, decree, writ, injunction, order, permit, certificate, license,
authorization, agreement, or other direction or requirement of any Govemmental
Authority now existing or hereafier enacted, adopted, promulgated, entered, or issued.
Contractor shall comply with all Governmental Requirements applicable to the operations
and Property, including, lr'ithout limitation, those prohibiting discrimination by reason of
race. color, religion, sex, marital status, sexual orientation, gender identity, national origin,
or handicap in the development, construction, management, Agreement, use, occupancy
of the operation and Properly or any portion thereot.
1. Det-rnitions.
Work. The labor and materials required to complete the construction of the Improvements
on the Property, and any related buildings or structures not located on the Property. in a
good and workmanlike manner in accordance with the Plans and all applicable
Govemmental Requirements.
2. Scope of Services. The Contractor agrees to provide constfliction services ("Services" or
"Work") associated w-ith the City's ITB (Invitation to Bid) No.24-020 entitled. "City Hall
Window and Door Replacement". which ITB is incorporated by this reference into this
Agreement as Exhibit "A". The Technical Specifications and Plans are also considered a part
of Exhibit "A" but due to the size ofthe files, they are not physically made a part of Exhibit
"A". This Agreement encompasses the Contractor's response; provided. however that if there is
any conflict between the tems ol the Agreement and the Contractor's response to City, the
Agreement is controlling. The Services are identified and described in the Contractor's response
and bid pricing as Exhibit "B" n'hich exhibit is incorporated by relerence into this Agreement.
The Contractor shall comply with all FEMA requirements as the City's funding is due to FEMA
grant funds, and the Contractor shall comply with the ITB 24-240 requirements relating to same.
3. Subcontracts. It is expressly agreed to by the parties that the City shall approve in advance
in writing any Subcontractors and the fees to be paid them by Contractor, prior to any such
Subcontractor proceeding with any such work. Contractors shall only designate employees who
are sufficientll- skilled to provide the required services specified in this Agreement. Any person
employed to provide the services who I'ails, refuses or neglects to obey the instructions of the
City's representative in anything relating to these services, or who appears to be disorderl.v,
insubordinate, or incompetent shall upon the order ol City's representative, be immediately
relieved by the Contractor from the Project Work. Any interference with, or any abusive or
threatening conduct toward any Citv representative, its assistants or inspectors by the Contractor,
its employees or agents, or any member olthe public shall be grounds for the City to terminate
the agreement and re-let the work. The Contractor shall fumish all labor, materials, supplies and
equipment necessary to properly' maintain all Project Work areas in an acceptable and safe
condition. It is expressly agreed to by the parties that the City shall approve in advance in i.r riting
any subcontractors and the lees to be paid them by Contractor, prior to any such subcontractor
proceeding with any such work.
4. Contractor agrees that it and its officers shall be held fully responsible. except as otheruise
prohibited by law-, for all acts of their employees while in their employ.
4.1 Code Related Inspections. The Contractor reco gnizes that the City of Dania Beach.
Development Services Department, is a department within the City of Dania Beach, separate and
apart liom the Cit"- of Dania Beach's Engineering Department. that is charged with the
inspection olimprovements to real property for code compliance. The Contraclor agrees that it
will not assert. as a Cir,"* caused delay, or as a defense of any delay on the part olthe Contractor.
an1, good-flaith action or series of actions on the part ofthe Development Services Department,
including. but not limited to, the Development Serv'ices Department's refusal to accept an)'
pofiion of the Contractor's Work. If it is ultimately determined by the Architect and Citi, that
such delay' was not the result olContractor's failure to comply with the Agreement Documents,
the Contractor may be entitled to make a claim for extension of Agreement Time only as its
exclusir,'e remedy. in accordance with the terms of the Agreement.
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4.2 Commercial Activities. Contractor shall not establish an y commercial activity or issue
concessions or permits oiany kind to third parties tbr establishing commercial activities on lands
owned or controlled by City. Contractor shall not allon' its employees to engage in any
commercial activities on the site.
4.3 Cooperation WitLlQlhsq. Ci ty and other contactors may be working at the site during the
performance of this Agreement. Contractor shall fully cooperate with the City, City's designated
Representative. and other separate contractors to avoid any delay or hindrance of their work.
Cit_v mav require that certain facilities be used concurrently by Contractor and other parties, and
Contractor shall comply with such requirements. The City shall provide for coordination of the
activities of the City's own forces, and of each separate contractor, with the Work of the
Contractor. u,ho shall cooperate and participate with other separate contractors and the Ciq, in
reviewing their construction schedules.
4.3 The below listed documents are to be used by the Contractor and City during the
administration of this Agreement. Additional administrative forms may supplement this list upon
written notice by the City (or City's Project representative). City reserves the right to modifr
these forms as it deems necessary. Contractor shall maintain logs for Items A-K and provide to
City monthly.
Request for Information
Field Instruction
Fietd Bulletin
Construction Change Proposal
Change Order
Construction Change Directive
Submittal Transmittal
Deficiency Reporl
Non-Conformance Report
Contractor's Daily Report
Substitution Report
,1.4 Contractor shall provide and maintain all utilities in work areas to meet the requirements of
the Agreement. Such utilities shall be fumished by the Contractor and shall include, but not be
limited to. the following:
Public telephone service tbr the Contractor's use.
Construction power as required at each point ofconstruction
Water as required throughout the construction.
4.5 Prior to final acceptance of the Work, the Contractor shall, at its expense, satislactorily
remove and dispose of all temporary utilities developed to meet the requirements of the
Agreement. The City w.ill assume the utility costs directly related to its usage of areas in w'hich
the Work has been certifled as Substantially Complete.
A.
B.
C.
D.
E.
F.
G.
H.
I.
J.
K.
A
B
C
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4.6 Coordination And Correlation Ol Drawinss And Specitlcations. The Contractor represents
5.1 The Date of Commencement is the date fiom which the Agreement Time is measured and
shall be the date set forth in the Notice to Proceed as issued by the City. Should the Contractor
incur costs prior to the issuance of the Notice to Proceed, any such costs shall be incurred at the
Contractor's risk. and the City shall not reimburse the Contractor lor any such costs under any
circumstances. Notwithstanding the foregoing" City may reimburse Contractor lor actual costs
incurred relating to performance and payment bonds and insurance. i.rith submittal of inl'oices. in
the event that CiR terminates this Agreement lor convenience. as provided in the General
Conditions. [f Contractor tbils to commence the Work within one ( I ) week of the date set tbrth
in the Notioe to Proceed. City may terminate the Agreement immediately. u'ithout providing an
opportunity to cure.
5.2 The Contractor shall achieve Substantial Completion not later than one hundred tift-v
(150) catendar days and Final Completion ofthe entire Work not later than one hundred eightl'
(180) calendar days or. each commencing uith the date set forth in the Notice to Proceed as
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that the Contractor. its Subcontractors. material and equipment suppliers have carefully and
diligentll' compared Phasing. Demolition. Landscaping, Architectural. Structural. Electrical.
Underground. Civil and Site Drawings and Specifications. and have compared and reviewed all
general and specillc details on the Drawings. Contractor shall not be liable to the Cir_r* for damages
or costs resulting tiom enors. omissions, or inconsistencies in the Agreement Documents. or fbr
differences bet\\,een t-ield conditions and the Agreement Documents. unless the Contractor
recognized, or in the exercise olits due diligence. should have recognized the issue and knowingl.v
failed to report it to the City. Contractor shall have the right to rely on the completeness and
accuracy ofinfbrmation, Drawings, Specifications, and other Agreement Documents provided by
the City or Design Consultants.
4.7 Aereement Intemretation. All claims of Contractor. and all questions the Contractor ma1
have relating to interpretation or clarification ofthis Agreement. or its acceptable fulfillment shall
be submitted immediatell. in writing, to City for resolution. City. or its representatives. will render
its determination conceming such resolution within an appropriate period. not to exceed tive (5)
calendar days, unless additional time is needed due to the novelty or complexity of the
interpretation or clarification requested, which determination shall be considered llnal and
conclusive unless Contractor files a timell written protest pursuant. as a Dispute. The Contractor's
written protest shall state clearly and in detail the basis thereof. and the relielit seeks. ifan1. Cit-v
u'ill consider Contractor's protest and render its decision thereon within five (5)calendar da1's lf
Contractor does not agree with the Cit_v's decision. the Contractor shall immediately deliver
written notice to that effect to the City. Ilquestions of interpretation are not responded to b"v the
Architect or City \.!'ithin the time frame above. and in a manner so as not to impede the natural
progress olthe Work as scheduled. and such delay impacts the critical path olthe Work. Contractor
shall be entitled to adjustment in the performance time as its erclusive remedl'. Contractor is
solell responsible tbr requesting instructions or interpretations and is solell liable tbr an)' cost
and/or expenses arising tiom its failure to do so. Contractor's failure to protest City's
determinations, instructions. clariflcations or decisions within five (5) calendar days after receipt
thereol shall constitute a waiver by Contractor of all its rights to further protest. judicially or
otherrl'ise.
5. Date Of Commencement And Substantial Completion
issued by the City, subject to adjustments of this Agreement Time as provided in the Agreement
Documents.
5.3 Term. The term of this Agreement shall be through and including August 1, 2025 or
completion of services, whichever date is sooner.
6. Pavment for Services.
6.1 City agrees to pay Contractor a not-to-exceed fee ofTwo Hundred Sixty-Five Thousand
Five Hundred and One Dollars and Fifty Cents ($265,501.50), plus a ten percent contingency on
the tasks and associated fees attached as Exhibit "B" and incorporated into the Agreement by this
reference-
6.2 No travel and meal costs will be reimbursable unless incured outside of Miami-Dade.
Broward and Palm Beach Cor.rnties. n'hich costs shall be approved in r.l'riting in advance by the
City. Any such costs are payable at the City reimbursement rate.
6.3. The Agreement Sum is based upon the cost agreed upon by the parlies, for the satisfactory
performance of the Work in accordance with the Agreement Documents.
6.4 The value of any construction Work covered by a Change Order or of any claim for an
increase or decrease in the Agreement Sum shall be determined in one ofthe following ways at
the City's option:
(A) Where the Work involved is covered by unit prices contained in the Agreement
Docrunents, by application ofunit prices to the quantities of items involved without
additional fees.
(B) By mutual acceptance ofa lump sum price.
6.5 Contractor may expend funds only for allowable costs resulting from obligations incurred
during the specified Agreement period.
6.6 Any balance ofunobligated funds which have been advanced or paid must be refunded to
the Citv.
6.7 Any funds paid in excess of the amount to which the Contractor or sub-contractor is
entitled under the terms of the Agreement must be refunded to the City.
6.8 Any additional information as required in Section 215.97, Florida Statules.
6.10 Contractor shall submit its invoices in the format and with supporting documentation as
may be required by City
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6.9 Any necessary additional work. as determined by City, which is not covered by the
approved written proposal, shall not be undertaken without a written amendment to this
Agreement executed by both parties in advance of any work.
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7
Billing Procedure.
1 The preferred method for invoices is to send via email to apigdaniabeachfl. qor,. A copy
may also be mailed to City Hall.
Citv of Dania Beach Finance Department
Attn: Accounts Payable
100 West Dania Beach Boulevard
Dania Beach. Florida 33004
with a copy to
Ciqv of Dania Beach Public Services Department
Attn: Femando Rodriguez. Director
100 West Dania Beach Boulevard
l)ania Reach. Florida 33004
7.2 The City will pay to the Contractor for the laithlul performance ol the Agreement, in
lawful money of the Llnited States, and subject to adjustments as provided in the Agreement
Documents, the amounts equal to the sum of the unit, lump sum price or both established for
each separately identified lr'ork item, times the estimated quantity of that item, as indicated in
the Schedule of Prices.
7,2,1 Taxes: The City is exempt lrom any taxes related to the requested
serv'ices, which may otherwise be imposed by the state or t-ederal govemment. This
exemption does not transmit to suppliers in their purchases ofgoods or services, used in
work or goods supplied to the City. The Contractor shall pay all applicable sales,
consumer. use and other similar taxes required by lau'. The Contractor is responsible for
reviewing the pertinent state statutes involving the sales tax and complying with all
requirements.
7.3 As provided in the Bid, the quantities entered in the Schedule olPrices for each item of
work is an estimate only and the final Agreement amount and the total payment made to the
Contractor will be based on the actual number of units of each work item incorporated in the
Work of the Agreement. It is understood that the unit prices quoted or established for work
items will be used for computing the amount to be paid to the Contractor. based on the quantities
actually constructed as determined by the applicable measurement and payment portion of the
Specifications.
7.4 Based upon Applications lor Payment submitted to the City bl the Contractor and
Certifications ofPayment issued by the CitJ', the City shall make progress payments on account
of the Agreement Sum to the Contractor as provided below. elsewhere in the Agreement
Documents and in accordance with Part VII of Chapter 21 8. Ftorida Statutes. as it may be
amended liom time to time, entitled the "Local Govemment Prompt Payment Act."
7.5 The period covered by each Application for Payment shall be one calendar month ending
on the last day of the month, or as fbllows:
6
(A) Each Application for Payment shall be based upon the Schedule ol Values
submitted by the Contractor in accordance with the Agreement Documents. The Schedule
of Values shall allocate the entire Agreement Sum among the various portions of the Work
and be prepared in such fbrm and supported by such data to substantiate its accuracy as
the City may require. This Schedule. unless objected to by the City, shall be used as a
basis for reviewing the Contractor's Applications for Payment.
(B) Applications for Payment shall indicate the percentage of completion of each
portion olthe Work as olthe end of the period covered by the Application lor Pa.vment.
7.6 Subject to the provisions ofthe Agreement Documents, the amount of each progress payment
shall be computed as follow-s:
(A) Payment for services performed may be made on a monthly basis upon approval
of the Application tbr Payment by the designated olficial of the City. The Agreement may include
phases ol perlormance to be negotiated. There will be separate phases lor design responsibilities
and for construction responsibilities. Retainage w-ill be withheld on all payments as authorized
by state law.until City acceptance of the Project and City has received evidence of satisfactorv
completion of the Agreement.
(B) Five percent (5%) of monies eamed by the Contractor shall be retained b"v City
until Substantial Completion and acceptance b1, City, exoept for the lollowing items: General
Conditions and self-perlbrmed work performed on a cost reimbursement basis. ilany. Retainage
w-ill be released when the project has reached substantial completion as agreed upon by the City
and contractor.
(C) Ciq, may withhold, in whole or in parl, payment to such extent as may be necessary
to protect itself lrom loss on account of:
Defective Contractor or Subcontractor Work not remedied.
Claims filed or reasonable evidence indicating probable filing ol claims by other
parties against Contractor.
Failure of Contractor to make payments properly to subcontractors or for material
or labor.
Damage to another subcontractor not remedied.
Failure ofContractor to provide any and all documents required by the Agreement
Documents.
(1)
(2)
(3)
(4)
(5)
7.7 Application lbr Payment after the first Application shall be accompanied by
a Certiflcation ofPayment form. provided by the City, from the Contractor and each Supplier and
Subcontractor, in amounts equal to those stated in the PRIOR Application for the Contractor and
each Subcontractor and each Subcontractor, Material/Labor Supplier so due payment. The
Application lbr Payment for Retainage shall be accompanied by a final Certification of Payment
and Release of Claim form from the Contractor. each Supplier and Subcontractor in amounts
equal to those stated in the Schedule olValues.
l
8. Final Pavment. Final payment, constituting the entire unpaid balance of the Agreement
Sum. shall be made by the City to the Contractor when:
(A) the Agreement has been fully performed by the Contractor except for the
Contractor's responsibility to correct nonconforming Work, if any, w'hich obligation
survives final pa1- ment and continues thereafter;
(B) a flnal Certification of Payment has been issued by the City: such final payment shall
be made by the City not more than thirry" (30) days after the issuance of the Contractor's
Ilnal Certification of Pal ment:
(C) final Certification of Payment has been fumished from the Contractor, Suppliers and
Subcontractors; and
(D) a Consent of Surety, if any, for final payment.
10. Protection OfProperty. The Contractor shall at all times guard against damage or loss to
City property or property of other persons, vendors or Contractors and shall be responsible for
replacing or repairing any such damage or loss. The Contractor will be required to report any
such damages immediately to the City's representative in charge of the Project. The City reserves
the right to repair any damages created by the Contractor and to deduct the appropriate amount
from any payment due to the Contractor. In all cases. the decision of the City is final.
I l. Florida Trench Safetv Act. The Contractor shall include with its Bid , when applicable,
all documentation required by the Florida "Trench Safety Act". Section 553.63, Florida Statutes.
The unit prices and total prices presented in the Bid. and those presented in any subsequent change
orders shall include the Contractor's cost for compliance *'ith the applicable trench safety
standards.
12. Trash. Contractor shall be responsible for the daily removal of trash and debris lrom the
Project work sites and upon completion olthe Project Work.
13. Public Bid Disclosure Act. In accordance with the Public Bid Disclosure Act , Section 21 8.80,
Florida Statutes, each license. permit. or fee a Contractor will have to pay the Cit"v before or
during the work, items or senices to be provided or the percentage method or unit method of all
licenses. permits. and f'ees required by the City and payable to the Cit) by virtue of the work,
items. or services as part ofthe agreement are as follows:
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9. Payment and Perfbrmance Bond. The Contractor agrees that before commencing any'
work or construction the Contractor shall maintain, at all times, a valid payment and perfbrmance
bond. consistent with the requirements contained in the ITB. attached as Exhibit B. The executed
Bonds shall be attached to this Asreement as Exhibit C.
(A) Contractor shall have and maintain during the term ol the agreement any and all
appropriate Cit-v licenses. f'ees (and business tax receipts, il applicable). which shall be
paid in full in accordance with the City's f'ee structure fbr such items. THERE WILL
NOT BE ANY PERCENTAGE REDUCTION OR WAIVING OF CITY
LICENSES, FEES (OR BUSINESS TAX RECEIPTS, IF APPLICABLE).
(B) During the performance of the agreement. there may be times when the Contractor will
be required to obtain a permit for such work. or in connection with the items or services.
It is the responsibility of the Contractor to ensure that it has the appropriate permits as
mal become necessary during the perfbrmance ol the work. Anv f'ees related to
the required permits in connection with the agreement will be the sole responsibilitv of
the Contractor.
(C) Licenses. permits. and fees may be required by Broward County, the state ol Florida or
the federal govemment.
(D)City will reimburse permit tbe costs related to dewatering and National Pollutant
Discharge Elimination System (NPDES).
14. Satetv. The Contractor shall be responsible tbr initiating. maintaining and supen'ising all
safetl precautions and programs in connection with the Project Work. The Contractor shall
compll' ra.ith the rules and regulations of the Florida Department ol Commerce regarding
industrial safetl (Florida Statutes. Section 440.56) and uith the standards set tbrth in the f'ederal
Occupational Sal'et1- and Health Act of 1970 (OSHA). and its amendments. Contractor. bv
submitting a bid. certifies that all materials and equipment to be supplied tbr the Project u'ill meet
all federal and state requirements. including but not limited to. the Occupational Saf-et1' and Health
Act (OSHA).
15. Warranh. The Contractor shall warrant to the City that materials and equipment tumished
under the agreement will be ofgood quality and new unless otherwise required or permitted b1'
the Agreement Documents: that the Work u'ill be lree fiom defects. and that the Work u,ill
conlorm to the terms and conditions of the agreement. Work not conforming to those terms and
conditions. including substitutions not properly approved and authorized mal be considered
defective. The Contractor's warranty may exclude damage or defect caused b1, abuse.
modifications not executed by the Contractor. improper or insufficient City maintenance.
improper operation. or normal wear and tear under normal usage. The Contractor shall lurnish
satisfactory evidence as to the kind and quality ol materials and equipment. All manufacturers'
product u,arranties shall be registered in the City's name and fbr its sole beneflt.
16. ConstructionQualit_v. Contractor agrees to pertbrm all work ("Work") required to
complete the construction ol the Improvements on the Property in a good and workmanlike
manner.
t)
l6.l Standards of Construction. An y and all construction of lmprovements shall be performed
in such a manner as to provide that the Improvements shall: (i) Substantially comply with the
Permitted Plans: (ii) Comply with the terms and provisions of this Agreement: and (iii) Comply
with all applicable laws, ordinances, rules. regulations and procedures of all applicable
Govemmental Authorities.
16.2 Complv wltlr Applicable [-aw. All Im provements constructed or installed by the
Contractor. its agents. or contractors, shall confbrm to all applicable state. federal. county. and
local statutes. ordinances, building codes. fire codes. and rules and regulations. as amended.
16.3 Contractor's Obli tions Durin Construction.Prior to the Completion Date.
Contractor shall:
(A) Provide scaffolding. hoists, temporary structures. light, heat. power. toilets.
temporary utility connections, equipment. tools and materials and other requirements
for the performance olthe Work;
(B) Maintain the Property in a clean and orderly condition. at all times. taking into
consideration the public beachlront nature of the Project. and remove all paper.
cartons and other debris from the Propertl :
(C) Presen'e all properties adjacent to or leading to the Properry-. and restore and repair
any such properties damaged as a result of construction ol the Work. whether such
properties are publicly or privately owned:
(D) lmplement and maintain at all times a comprehensive hunicane and flood plan for
the Propert-v and the Work. and provide a copy of same to the City'. if requested;
(E) Provide construction fencing.
(F) As Builts. Within one hundred t\,!enty (120) days after the date a CO is issued for
Improlements constructed by Contractor during the term of this Agreement. the
Contractor shalI at its expense. provide the City with a complete set ol"as built" plans
and specifications. including mylar reproducible "record" drawings. and, ifavailable.
one set of machine readable disks (or comparable) containing electronic data in an
AUTOCAD format that meets the City's graphic standards of the "as-constructed" or
"record" plans for such lmprovements. The "as built" plans submitted by Contractor
must show the square footage ofeach Improvement depicted in such plans.
(G) Use diligent elfort to complete the Work in a commercially reasonable time under
the circumstances and in accordance with this Agreement. At all times make diligent
etfort to have proper supervision ol the general contractor or other employees or
agents ofthe Contractor upon the Property site.
(i)Employees Of The Contractor. Contractors shall onl y designate
employees who are sufliciently skilled to provide the required services
specified in the ITB. Any person employed to provide the services who
fails, refuses or neglects to obey the instructions ofthe Cit)''s representativc
in anything relating to these services. or who appears to be disorderly.
insubordinate. or incompetent shall upon the order of City's representative.
be immediately relieved by the Contractor liom the Project Work. Any
interf'erence with. or any abusive or threatening conduct toward any City
representative. its assistants or inspectors by the Contractor. its employees
10
or agents. or an)' member of the public shall be grounds for the Ciry' to
terminate the agreement and re-let the work. The Contractor shall fumish
all labor. materials. supplies and equipment necessary to properl.v- maintain
all Project Work areas in an acceptable and safb condition. Contractor
agrees that it and its officers shall be held tully responsible. except as
otherwise prohibited by law, for all acts of their employees while in their
employ.
(H) Contractor Progress Reports. At the request of City. Contractor will deliver written
reports ofthe progress of construction to the City Manager or his or her designee.
(l) Citl"s Representative. The Citl mal designate one or more emplolees or agents to
be the Cit-l's Representative for the Project so that he or she ma1. subject to site
conditions and during normal business hours. visit and the Property.
(J) Certificates of Final Completion. After Contractor completes the Work. the City
will deliver to Contractor, a recordable Certificate of Final Completion certiry'ing
that, to the best ofthe City's knowledge, Contractor has satistled all its obligations
to the City lor the construction of the specified lmprovements.
16.4 Site Conditions Contractor has the sole responsibility of satisf,r'ing itself conceming the
nature and location ofthe Work and the general and local conditions. and particularly. but vvithout
Iimitation. u'ith respect to the follo\,'ing: those affecting transportation. access. staging. parking.
disposal. handling and storage ol materials: availabiliry'. quantit) and quality' of labor. \4 ater and
electric pou.er: availabilitl' and condition of roads: climatic conditions. location of underground
utilities as depicted on Agreement documents. and through verillcation *ith local utilin'
companies and the City. ph"v-sical conditions of existing construction. topography and ground
surt'ace conditions; subsurface geology'. and nature and quantity of surlace and subsurface
materials to be encountered; the nature olthe ground water conditions: equipment and facilities
needed preliminary to and during perfbrmance of the Agreement; and all other matters which
would be reasonably known to a licensed general contractor with expetise in streetscape and
related infrastructure construction as in any way affecting performance ofthe Agreement, or the
cost associated w'ith such performance. The lailure ol Contractor to acquaint itself with any
applicable condition uill not relieve it from the responsibiliq for properly estimating either the
dilficulties or the costs of successf-ully and timel-v pertbrming the Agreement.
I 6.5 The Cit"," shall not be responsible lor any conclusions or interpretations made b] the
Contractor based on the information made available by the City. The City shall not be responsible
tbr any understanding reached or representation made conceming conditions which can affect the
Work by any of Contractor's otllcers, employees. agents, subcontractors. material men. or
suppliers before execution ol this Agreement, unless that understanding or representation is
expressly stated in this Agreement.
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16.6 The provisions of this Section l6 shall be deemed a complete raiver b\ the Contractor ol
claims tbr equitable adjustment in Agreement Time or Price. or both. unless due to ( I ) subsurtace
or concealed conditions u'hich differ materially from those indicated on the Agreement
Documents. or (2) unknou'n physical conditions ofan unusual nature which differ materially from
those ordinarily found to exist and generally recognized as inherent in construction of the
character provided in the Agreement Documents; provided however. that claims under this
Section 16 shall be denied in the event that the conditions \r'ere reasonably inferable from
activities. testing and investigations performed in connection with the Pre-Con Agreement, and
which would othen4'ise provide to Contractor an expectation that the conditions could be similar
elsewhere in the Project.
16.7 Warrantv. Unless otheruise provided elser,lhere in the Agreement. all materials and
equipment incorporated into an1 Work covered b1' the Agreement shall be new and. w'here not
specified. olthe highest grade and qualitl' fbr their intended use. and all "rorkmanship shall be in
accordance with construction practices acceptable to Cit1. Unless otherwise provided in the
Agreement. Contractor warrants all equipment. materials. and labor fumished or perlormed under
this Agreement, against defects in design, materials and workmanship. fbr a period of twelve ( 1 2 )
months (unless longer guarantees or warranties are provided fbr elsewhere in the Agreement in
u,hich case the longer periods of time shall prevail) from and after Substantial Completion of the
Work under the Agreement. regardless of whether the same were fumished or performed by
Contractor or by any oi its subcontractors of any tier. Even in the event that the CiR- assumes
partial utilization olportions olthe Work prior to completion of all Work. the Warranties fbr that
portion shall also extend for twelve ( l2) months from Substantial Completion of the entire Work.
so that all r.r'arranties are running concurrentll' upon Substantial Completion of the total Project.
16.8 Upon receipt of uritten notice from City of anl defect in anl such equipment. materials.
or labor during the applicable r.r'arrantl period due to defective design. materials or workmanship.
the allected item or parts thereofshall be redesigned, repaired or replaced b] Contractor at a time
and in a manner acceptable to Cit"v in compliance u,ith the Agreement Documents. at its expense.
16.9 Contractor \larrants such redesigned. repaired or replaced Work against def'ective design.
materials and workmanship fbr a period of twelve (12) months tiom and after the date ol
acceptance thereof. Should Contractor fail to promptly make the necessary redesign, repair.
replacement and tests. after written notice from City speciling the defects. City may perform or
cause to be performed the same, at Contractor's sole cost and expense.
16.10 Contractor shall perlorm such tests as Citr ma1' require verifling that such redesign.
repairs and replacements compll uith the requirements of this Agreement. AlI costs incidental to
such redesign. repair. replacement. and testing. including the removal. replacement. and
reinstallation ofequipment and materials necessar) to gain access. shall be bome exclusivell bl
Contractor. However. if such testing determines that the Work is not defective. than Cit.v shall
compensate Contractor fbr such costs oftesting and any eft-ects on previously completed *ork.
I 6. I I Contractor and its Surety shall be liable for the satisf'action and full perlormance of the
warranties as set forth herein, and any damage to other parts olthe Work caused by the Contractor's
failure to perlbrm pursuant to this section 16.
I 6.1 2 The Contractor shall commence Work to remedy or replace the def'ective. deficient Work
within five (5) calendar da1's after receiving written (including transmittals b1'email) notice liom
the Cit). subject to allonance tbr long-lead items. If the Contractor lails to remedl or remove or
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replace that Work or material which has been lbund to be defective, or reasonably commence
corrective action, then the City may remed-v or replace the defective or deficient Work at the
Contractor's expense: provided, however, all repairs to natural gas, telephone, radio, computer
security, water, electric, air conditioning services and all emergency services shall be commenced
within twelve (12) hours ofnotification. or by 7:00 a.m. whichever is earlier. and Contractor shall
complete the repairs in an expeditious manner befitting the nature of the deficiency. The
Contractor shall immediately pay the expenses incurred by the City for remed.ving the defects. If
the City is not paid within ten ( 10) calendar days, the City ma1-pursue any and all legal remedies
it may have against the Contractor and its Surety.
1 6. I 3 The Contractor is required to provide a designated telephone number for w-arranty related
emergencies which occur outside the normal workday- The Contactor is solely responsible for
ensuring that all warranty Work is completed in the manner described above. Ilthe City agrees.
in writing. a subcontractor may be the point of contact for notices regarding warranty items, but
such agreement shall not absolve the Contractor of its responsibility.
16.14 Ingress/Eqress. Contractor's access to the Work area will be permitted only through
approaches that will be designated by City. and then only in such manner that Contractor's traffic
w'ill not interfere *.ith City's operations and Merchants/Tenants adjacent to the activity area(s).
Contractor shall. at all times. maintain reasonably free unimpeded ingress and egress at the site.
Contractor personnel are not to enter into any areas ofthejobsite other than Work areas and areas
oidesignated access. Contractor shall safely maintain. at all times during the performance ofthe
Work. both vehicular and pedestrian traffic in, around. and adjacent to the Project.
16.15 Preconstruction Conference. As soon as practicable after execution of this Agreement.
and prior to commencing any Work, a pre-construction conference will be coordinated by the
Confactor and the City. In attendance at said conference n'ill be Cit,v, Architect. and any oftheir
representatives as may be deemed advisable. The purpose of said conference is to determine
procedures related to the smooth progress of the Project, review of any items requiring
clarification, maintenance oftraffic, merchant and pedestrian accessibility. related safety issues,
and procedures for the processing and distribution of all documents and correspondence related
to the Agreement, among other things.
16.16 Meetings. The Contractor shall, at its expense, as requested by City, attend any and all
meetings called by City to discuss the Work under the Agreement. Such meetings shall be
conducted and recorded by the City with typed minutes of each meeting distributed to all
attendees.
16.17 Delivery. Unloading And Storase Contractor shall, at its expense, receive. unload. store
in a secure place, and deliver lrom storage to the construction site all materials, plant and
equipment required lbr the performance of the Agreement. The storage facilities. methods ol
storing and security provisions shall meet City's approval and manufacturer's recommendations.
Materials and equipment subject to degradation by outside exposure shall be stored in a weather
tight enclosure.
16.18 Work Area.All Contractor's Work areas on the jobsite will be assigned by City.
Contractor shall confine its office, shops. storage, assembly and equipment and vehicle parking to
the areas so assigned. Belore commencing Work, the Contractor shall provide a temporary office
on the site of the Work, which shall have a telephone w'here a representative of the Contractor
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may be reached at all times during normal working hours. Should Contractor find it necessary or
advantageous to use any additional land outside the Project site for any purpose whatever,
Contractor shall, provide and make its owl arrangements lbr the use olsuch additional land.
16.19 Plant. Equipment And Facilities. Contractor shall provide and use on any Work onll'
such construction plant and equipment as are capable ol producing the quality and quantity of
work and materials required by the Agreement and w-ithin the time or times specified in the
Agreement. Before proceeding with any Agreement Work or with erection of any facilities,
including, but not limited to. temporary structures, machinery. equipment, offices and
warehouses, Contractor shall fumish City such information and draw-ings relative to such
equipment, plant t'acilities as City may request.
16.20 Upon written order ofCity. Contractor shall discontinue operation olunsatisfactory plant
and equipment or facilities and shall either modify or remove the unsatisfactory items from the
site.
16.21 Contractor shall not remove construction plant or equipment from the site before the
Work is finally accepted without City's written approval. Such approval shall not be
unreasonably withheld.
I 6.22 Contractor-Fumished Materials, Equipmgnt And Workmanship. Onl l new. unused items
ofrecent manufacture, ofdesignated quality, but in no event less than the standard quality fbr the
improvements, lree from defects, will be accepted. Rejected items shall be removed immediately
lrom the Work and replaced with items of specified quality. Failure bi Citv to order removal of
rejected materials and equipment shall not relieve Contractor lrom responsibility for quality of
the materials supplied nor from any other obligation under the Agreement Documents.
16.23 Contractor shall continuously oheck architectural and structural clearances tbr
accessibility of equipment and mechanical and electrical systems. No allolr'ance of any kind will
be made for Contractor's negligence to foresee means ofinstalling equipment into position inside
structures.
16.24 No Work defective in construction or quality. or deficient in meeting any requirement of
the Agreement Drawings and Specilications, will be acceptable regardless of City's failure to
discover or to point out defects or deficiencies during construction; nor will the presence of field
representatives at the Work or the satisfaction of the Work meeting applicable code requirements
relieve Contractor f-rom responsibilitv for the quality and securing progress of Work as required
by the Agreement Documents. The City shall notif, the Contractor oldefective or unacceptable
Work if the City discovers such. Delective Work revealed within the time required by warranties
(whether expressed or implied) shall be remedied in accordance with Section 15, entitled,
"Warranty." No payment, r.l'hether partial or final, shall be construed as an acceptance of
defective Work or improper materials.
1 6.25 Contractor shall u,aive "common practice" and "common usage" as construction critcria
wherever details and specifications or goveming codes and ordinances require greater quantity or
better quality than common practices and common usage would require. Contractor shall order
and schedule delivery of materials in reasonable time to avoid delays in construction. Delal s in
delivery ofequipment or material purchased by the Contractor or its Trade Contractors shall not
l,+
be considered as a cause lbr an adjustment of the Agreement Time or a basis for damages or
compensation. The Contractor shall be fully responsible for the timely ordering, scheduling.
expediting, delivery, and installation ol all equipment and materials. lf an item is found to be
unavailable, Contractor shall notifr City immediately of recommended substitute(s) to permit
City's selection ol a suitable substitute.
16.26 City will exercise sole authority lor determining conformance of workmanship,
materials, equipment and systems with the requirements of the Agreement. Revieu'and approval
olall items proposed by Contractor for incorporation into the Work n'ill be by Cit"v. This frurction
by City will apply both to approvals for the Agreement as initially signed, and to approvals for
changes to Agreement by modilications during progress of the Work. Reference to
manufacturers' names. brands and models is to establish the type and qualit-v desired.
Substitutions may be permitted unless specifically noted otherw'ise in this Agreement.
16.27 When materials, equipment, or systems are specified by performance only, without
reference to specific manufacturer's brands or models. Contractor shall submit its own choice
for City's revie',v and approval. supported by sufficient evidence of conformity with the
Agreement Documents.
Substitutions. Prior to proposing any substitute item. Contractor shall satisft itselfthat
the item proposed is. in t-act, equal or better to that specified, that such item will fit into
the space allocated, that such item affords comparable ease ofoperation, maintenance
and service, that the appearance, longevity and suitabilitv for the climate are
comparable. and that by reason ofcost savings, reduced construction time. or similar
demonstrable benefit. the substitution ofsuch item will be in City's interest, and w-ill in
no way impact detrimentally upon the Project completion date and schedule. The
burden of proof of equality ofa proposed substitution for a specified item shall be upon
Contractor prior to City's decision on such substitution. Contractor shall support its
request r.vith sufficient test data and other means to permit City to make a fair and
equitable decision on the merits ofthe proposal. Contractor shall submit drawings.
samples. data- certificates, and additional information as may be required by' the City for
proposed substitute items.
16.28 Any item by a manufactuer other than those specilied or of brand name or model number
or of generic species other than those specified w'ill be considered a substitution. City will be
the sole judge of whether or not the substitution is equal in quality, utilit] and economy to that
specified. Contraotor shall allow- an additional seven (7) calendar days for City's revielr'of
substitution. All requests for substitutions with submittal data must be made at least fburteen
( I 4) calendar days prior to the time Contractor must order, purchase. or release for manulacture
or fabrication. Materials and methods proposed as substitutions for specified items shall be
supported by certification of their approval for use by all governmental agencies having
jurisdiction over use ofspecific material or method. Substitutions may not be permitted in those
instances where the products are designed to match artistic design. specif-rc function or economy
of maintenance.
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16.30 Expeditins The equipment and material fumished under this Agreement may be subject
to expediting by City. at City's expense. City shall be allowed reasonable access to the shops,
f-actories. and other places ofbusiness ofthe Contractor and its subcontractors and suppliers, for
expediting purposes. As required by City, Contractor shall supply schedules and progress reports
lor City''s use in erpediting and Contractor shall cooperate *'ith City and require its
subcontractors and suppliers to cooperate with City in such erpediting. Any expediting
performed by City shall not relieve Contractor ol its sole and primary responsibility lor
timeliness of delivery olthe equipment and material to be fumished under this Agreement.
1 6.3 1 Field Layout Of Work All Work under this Agreement shall be constructed in accordance
with the lines and grades shown on the Agreement Drawings or as approved by the City in uriting.
Elevation ofexisting ground, structures and appurtenances are believed to be reasonably conect
but are not guaranteed to be absolute and therefore are presented only as an approximation. All
survey nork for construction control purposes shall be made by a land surveyor registered in the
State oiFlorida. w-ith demonstrated experience in the Project area. and u'ho shall be employed by
the Contractor at Contractor's expense. The Contractor shall establish all base lines lor the Iocation
ofthe principal component parts ofthe Work together lvith permanent benchmarks and temporarl
benohmarks adjacent to the Work. Based upon the information provided by the Agreement
Drau,ings. the Contractor's surveyor shall develop and make all detail surveys necessary for
construction including establishment or construction of grid coordinates as shown on the
Agreement Drawings, location of property boundaries. stakes fbr all u'orking points, lines and
eler,'ations. City shall provide surveys necessary lor utilit,u* easements.
The Contractor shall have the responsibility to carefully preserve all benchmarks, ret'erence
points and stakes. In case ofdestruction thereof b,v the Contractor resulting from his negligence.
or for an1'other reason, it shall be held liable lor any expense and damage resulting therefrom
and shall be responsible for any mistakes that may be caused by the unnecessary loss or
disturbance of such benchmarks. reference points and stakes. Existing or new control points.
property markers. and monuments that will be established or are destroyed during the normal
course of construction shall be reestablished by the Contractor, and all reference ties recorded
therefor shall be fumished to the Citl'. All computations necessary to establish the exact position
olthe Work shall be made and preserved by the Contractor.
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1 6.32 Contractor Fumished Drawings. Data And Samples. Revieu' and permission to proceed
by Citv as stated in this Agreement does not constitute acceptance or approval of design details.
calculations, analyses. test methods. certificates or materials developed or selected by the
Contractor and does not relieve Contractor fiom full compliance with contractual obligations.
Draw-ings. samples, catalogues. data and certificates required shall be submitted to the City for
review. All correspondence lrom the Contractor to the City shall be numbered sequentially and
the submittal number shall be referenced. Submittal drawings (shop. erection or setting
diagrams) and schedules. required tbr *'ork of various trades, shall be checked before
submission by technicall.v qualified employees ol Contractor fbr accuracy, completeness and
compliance with Agreement requirements. These drawings and schedules shallbe stamped and
signed by Contractor certif,ving to such check. The certification stamp shall read as follou's:
"l certifu that I have checked this submittal for accuracy, completeness and compliance with
Agreement requirements, and it has been coordinated with all other submittals and Agreement
Documents."
SIGN DATE
16.33 Drauin Where draw ings are required tbr (a) fabrication of Contractor f-umishedS
equipment: (b) installing Contractor fumished material or equipment: or (c) planning and
performance of the Work under Agreement; such drawings shall be originally generated and
submitted by and at the expense ofthe Contractor before fabrication. installation or pertbrmance
is commenced. Each submittal shall be made not less than fourteen (14) calendar days prior to the
time that the drawings are required in accordance with the schedule. Allou'at least seven (7)
calendar days lor review by the Engineer. Such drawings shall include. but not be limited to.
matchmarks. erection diagrams and other details, such as field connections for proper installation.
erection of the equipment, and performance of the Work.
16.i4 Samoles. Samples are physical examples that illustrate materials. equipment or
workmanship and establish standards by which the Work will be judged. Samples of all items of
related systems (i.e.. adjacent surfaces requiring similar colors but manulactured ol difl'erent
materials) must be submitted in the same time frame belore the approval process can begin.
Where samples are required. they shall be submified by and at the expense ofthe Contractor. Such
submittal shall be made not less than thirty five (35) calendar da.vs prior to the time that the
materials represented by such samples need to be ordered for incorporation into an)' Work in
accordance with the schedule. Allow at least seven (7) calendar da-vs fbr City's revien. Materials
represented b-',' such samples shall not be manufactured. delivered to the site or incorporated into
any Work r.rithout such review. Each sample shall bear a label showing the Contractor's name.
date submitted. Project name. name olthe item. manufacturer's name. brand name. model number.
supplier's name. and ref'erence to the appropriate drawing. Technical Specilication section and
paragraph number. all as applicable. Samples that have been revieu-ed ma1. at Architect's and
City''s option. be retumed to the Contractor fbr incorporation into the Work.
16.35 Catalosues. Data and Certificates. Where catalogues. data or certificates are required. one
(l) digital copl and one (l)copy of each shall be submitted by and at the expense of the
Contractor. Such submittal shall be made not less than fourteen (14) calendar days prior to the
time that the materials represented by such catalogues. data or certificates must be ordered fbr
incorporation into any Work in accordance with the BAR CHART schedule. Allow at least 7
calendar days ior Architect and City's revieu'. Material represented by such shall not be fabricated.
delivered to the site or incorporated into any Work vr.ithout such review. Certificates shall clearly
identifu the material being certified and shall include but not be limited to providing the follou ing
information: Contractor's name, Project name, name of the item, manufhcturer's name. and
reference to the appropriate drawing, Technical Specification section and paragraph number all
as applicable. All catalogues. data and certificates submitted by the Contractor shall be certilled
t7
and dated by the Contractor on the lace ofeach catalogue, data and certificate to be correct and
shall be fumished in accordance with these requirements and the requirements olthe Technical
Specilications.
16.36 Construction Schedule. Within ten (l0) calendar day's after the date ofthe City's issuance
of a Notice to Proceed. the Contractor shall prepare and submit to the Citl' a BAR CHART
construction schcdule in graphicalll depicting the activities contemplated to occur as a necessary
incident to peribrmance olthe Work required to complete the Project. showing the sequence in
r.lhich the Contractor proposes fbr each such activitl to occur and duration (dates ol
commencement and completion. respectivel) ) of each such activity. The Cit1"s initial approval
for the purposes of this Section. and an.v other provisions in the Agreement Documents related to
the Contractor's responsibilitl'to prepare and submit schedules shall be limited to a determination
that the activities. durations and logic are reasonable. The construction schedule shall be complete
in all respects. covering. in addition to activities and interfaces with other Contractors at the site
of the Work. oflsite activities such as design. f'abrication, an allon'ance for weather delays.
submittals, procurement and jobsite delivery of Contractor tumished material and equipment. The
schedule shall be a BAR CHART Critical Path type netu'ork drarn to a time scale using arrow
or precedence type diagramming. The construction schedule activities shall mirror the payment
application breakdown.
16.36. I 'l'he construction schedule shall include the following:
(a) Brief description ofeach activity.
(b) All submittals. samples, approvals, fabrication, and deliveries for equipment and
materials.
(c ) Activities showing scheduled start and finish, late start and finish,
and float.
(d) Relations between activities.
(e) Duration ofactivities. No activity should be scheduled for more than l9 workdays.
(0 Contractual and other major milestones including phasing.
(g) Schedule activities to include labor and material.
(h) An allo$ance for delays due to weather. Agreement Time extensions for weather delays
will be granted only when all of the conditions and criteria for evaluation of time
extensions have been met pursuant to the General Conditions.
(i) Upon acceptance of the original Schedule, the Early Start and Earty Finish dates for all
activities shall be tlxed as Planned Start and Planned Finish dates. Any further revisions
to the schedule must be submifted in writing and approved by the City.
() The detailed BAR CHART schedule submittal shall include one ( I ) digital color copy and
one (l )color copy of the following:
(k) Time Scaled Network Diagram.
(l) Bar Chart in the following formats:
(m)Sorted by activity.
(n) Sorted by total float.
(o) Sorted by early sta(.
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(p) Precedence and Successor report.
(q) Narrative report.
(r) Computer diskette. (One copy)
(s) Submittats shall be organized under Standard CSI format.
(t) The detailed BAR CHART Schedule shall be updated monthly and submitted along with
an updated CD accompanied by an Application for Payment. Contractor shall meet with
the City and Architect/Engineer of Record to review and verifu:
i. Actual start and finish dates for completed activities.
ii. Remaining duration required to complete each activity started, scheduled
to start. but not completed.
iii. Logic and time. for change orders that are to be incorporated into the
diagram and computer produced schedules.
iv. Percentage for completed and partially completed activities.
16.37 Following development and submittal of the construction schedule as aforesaid. the
Contractor shall. at the end ofeach calendar month occurring thereafter during the period oftime
required to finall.v complete the Project. or at such earlier intervals as circumstances may require.
update and/or revise the construction schedule to show the actual progress of the Work
performed and the occurrence of all events which have alTected the progress ol performance of
the Work alread,v perlbrmed or will affect the progress of the performance of the Work yet to be
performed in contrast w-ith the planned progress of perlormance of such Work, as depicted on
the original construction schedule and all updates and/or revisions thereto as rellected in the
updated and/or revised construction schedule last submitted prior to submittal ol each such
monthly update and revision.
16.38 The Contractor shall prepare and incorporate into the schedule data base. at the required
intervals. the following schedules:
A. Subcontractor Construction (Sub-networks) - Upon the award of each
subcontract. the Contractor shall jointly wlth the subcontractor. develop a schedule which is
more detailed than the pre-bid schedule included in the Specifications, taking into account the
Work schedule ol the other subcontractors. The construction schedule shall include as many
activities as necessary to make the schedule an ellective tool for construction planning and for
monitoring the perlormance of the subcontractor. The construction schedule shall also show
pertinent activities lor material purchase orders. manpower supply. shop drau'ing schedules and
material delivery schedules.
B. Occupancy Schedule - The Contractor shall jointly develop u,ith the Engineer and
City a detailed plan, inclusive ol punch lists, final inspections. maintenance training and tum-
over procedures. to be used for ensuring accomplishment ofa smooth and phased transition from
construction to City occupancy. The Occupancy Schedule shall be produced and updated
monthly from its inception through final City occupancy.
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16.39 The Contractor shall submit a nritten narrative report as a part of his monthly revrew'
and update in a form agreed upon by the Contractor and the City. The narrative report shall
inolude a description of problem areas; current and anticipated delaying fbctors and their
estimated impact on performance ofother activities and completion dates: and an explanation of
corrective action taken or proposed.
16.:10 The Contractor shall have in its employ lor the length ofthis Project, at least one qualilied
scheduling specialist whose responsibility as to this Agreement will be to prepare, plan and draft
the construction schedules. monitor the construction progress! analyze scheduling problems fbr
resolution, update the Construction Schedule as required in the Agreement. and maintain
updated inlormation as required regarding the interface with other contracts. The costs
associated herewith. and all scheduling activities. are included in the Lump Sum.
16.:11 The Contractor agrees that whenever it becomes apparent from the current progress
revieu' meeting or the computer produced calendar dated schedule that the Agreement
completion dale will not be met. the Contractor shall execute some or all of the fbltouing
remedial actions at Contractor's sole cost and expense:
A. Increase construction manpower in such quantities and crafts as necessary to
eliminate the backlog of Work.
B. Increase the number ofworking hours per shift. shifts per working day. working
days per week. the amount of construction equipment, or any combination of the
foregoing to eliminate the backlog of Work.
C. Reschedule the Work in conlormance with the specification requirements.
1 6.:12 Prior to proceeding with any of the above actions, the Contractor shall notifi the Cit) of
the proposed schedule changes. Such actions shall be incorporated by the Contractor into the
diagram betbre the next update, at no additional cost.
16.43 Responsibilit\ For Work Security Contractor shall , at its e\pense. at all times conduct all
operations under the Agreement in a manner to avoid the risk of loss, theft or damage by
vandalism, sabotage or other means to any propefty. Contractor shall promptly take all reasonable
precautions u'hich are necessary and adequate against any conditions which involve a risk ofloss.
theft or damage to its property, at a minimum. Contractor shall continuously' inspect all its Work.
materials, equipment and lacilities to discover and determine any such conditions and shall be
solely responsible for discovery. determination and correction ofany such condition. Contractor
shall prepare and maintain accurate reports ofincidents olloss. theft or vandalism and shall fumish
these reports to City within three da.vs of each incident.
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I 6.44 Protection Oi Work In Pros ress. Materials And Equioment Contractor shall be
responsible lor and shall bear any and all risk olloss or damage to Work in progress, all materials
delivered to the site. and all materials and equipment involved in the Work until completion and
final acceptance olWork under this Agreement. Excluded lrom Contractor's responsibility is any
loss or damage which results fiom acts or omissions of the City or its representatives or other
contractors. Permanent openings or thoroughlares lor the introduction of work and materialsto
the structure and construction site shall be protected so that upon completion. the entire Work ilill
be delivered to the City in proper. nhole and unblemished condition.
16.-15 Protection Of Hxistin Pro Contractor shall so conduct its operations as not to
damage, close. or obstruct any utility installation, highway, road or other property until permits
therefore have been obtained. If facilities are closed, obstructed, damaged or rendered unsat-e by
Contractor's operations. Contractor shall, at its expense, make such repairs and provide temporary
guards. lights and other signals as necessary or required for safety and the welf'are of persons on
the jobsite and the general public.
l6.46Contractor shall conduct its operation so as not to damage an1' existing buildings or
structures. The Contractor shalt veri$ that means and methods of construction used inside.
adj acent to. under or over existing buildings will not cause damage. The Contractor shall provide
protection methods rvhich ensure the safety ol persons on the jobsite and the general public.
Unless otherwise specifically provided in the Agreement. Contractor shall not do any Work that
would disrupt or otherwise interfere with the operation ofany pipeline, telephone. electric, radio.
gas. transmission line. ditch or other structure, nor enter upon lands in their natural state until
approved bl Citr''. Thereafter. and before it begins such Work. Contractor shall give due notice
to Citl' of its intention to start such Work. Contractor shall not be entitled to an)' extension of
time or anl e\tra compensationon account olanl' postponement. interlerence. or delal cause b1
anl such line. ditch or structure on or adjacent to the site ofthe Work. IfContractor has exercised
due diligence. such as. but not limited to. conducting soft digs. securing utilitl'' locates. as u'ell
as other activities both during its Pre-Con perfbrmance and thereafter, Contractor shall not be held
responsible for any damages caused to any lines. cables, pipes, or pipelines which are not
depicted on the surveys, studies, reports, investigations and legal descriptions ofthe site supplied
to the Contractor.
Contractor shall preserv'e and protect all cultivated and planted areas and vegetation such as
trees. plants. shrubs and grass on or adjacent to the Project. u'hich. as determined b1' Ciry'. do not
reasonabll intert-ere uith the perfbrmance of this Agreement. Contractor shall be responsible
tbr damage to any such areas and vegetation and fbr unauthorized cutting oltrees and vegetation.
including, without limitation. damage arising fiom the performance of its work through
operation ol equipment or stockpiling of materials. All cost in connection with any repairs or
restoration necessary or required by reason ofany such damage or unauthorized cutting shall be
bome bv Contractor.
16.47 Labor. Contractor shall employ only competent and skilled personnel to perfbrm the
Work. Contractor shall. il requested to do so by City. remove from the jobsite any personnel ol
Contractor whom Citl determines unfit or acting or working in violation of any provision of this
Agreement.
2l
Work assignments and the settlement of jurisdictional disputes shall conform with either the
Rules. Regulations and Procedures ol the Plan tbr Settlement of Jurisdictional Disputes in the
Construction Industry. and any successor agreement thereto. or any other mutually established
method of determining work assignments and settling jurisdictional disputes. Contractor shall
comply with and shall cooperate u.ith City in enforcing jobsite conditions and job work rules
which directly affect the pertbrmance of the Work including. but not limited to, starting and
quitting time, smoking regulations. check-in and check- out procedures.job site saf'ety regulations
and security regulations, emergency plans and procedures. and daily clean-up.
The Contractor and subcontractors shall be bound by and comply with alt Federal. State and local
laws i.r,'ith regard to minimum wages. overtime work. hiring, and discrimination. AII work
necessary to be performed aller regular working hours, on Saturdays, legal and City holidays.
shall be performed without additional expense to the City. The Contractor shall comply w-ith the
Copeland Anti-Kick Back Act (19 U.S.C. 874) as supplemented in the Department of Labor
Regulations (29 CFR Part 3). This act provides that each Contractor or subcontractor shall be
prohibited from inducing by any means, any person employed in the construction. completion or
repair olpublic work, to give up any' part ofthe compensation to w-hich he is otherw.ise entitled.
16.48 Equal EmplqyrE4l rQBpa{unrily During the performance of this Agreement, the
Contractor agrees as follows:
(a) The Contractor u.ill not discriminate against any employee or applicant for employment
because ofrace. color, religion. sex. sexual orientation, or national origin. The Contractor
will take affirmative action to ensure that applicants and employees are treated during
employment without regard to their race" color, religion, sex, sexual orientation. or
national origin. Such action shall include, but not be limited to the fbllo*ing:
Employment. upgrading. demotion, or transfer; recruitment or recruitment advertising;
layoff or termination: rates of pay or other forms of compensation: and selection lor
training. including apprenticeship. The Contractor agrees to post in conspicuous places.
available to employees and applicants for employment. notices to be provided bv the
City setting forth provisions olthis nondiscrimination clause.
(b) The Contractor will, in all solicitations or advertisements for employees placed for. b1,.
or on behalfofthe Contractor, state that all qualitied applicants r.r-ill receive consideration
fbr employment without regard to race, color. religion. ser. sexual orientation, or
national origin.
(c) The Contractor will send to each labor union or representatives of workers with r.r,.hich it
has a collective bargaining agreement or other contract or understanding. a notice to be
provided by the City. advising the labor union or workers' representative of the
Contractor's commitments under Section 202 ol Executive Order I 1246 olSeptember
24. 1965. and shall post copies ofthe notice in conspicuous places available to employees
and applioants for employment.
(d) The Contractor will comply with all provisions of Executive Order 1 l2z16 of September
24. 1965, and ofthe rules. regulations" and relevant orders ofthe Secretary ofl-abor.
(e) The Contractor will lurnish all information and reporls required by Executive Order'11246
ofSeptember 2.{, 1965, and by the rules, regulations, and orders ofthe Secretary ofLabor.
or pursuant thereto. and will permit access to his books. records, and accounts by the Citr-
and the Secretary ofLabor for purposes ofinvestigation to ascertain compliance with such
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rules, regulations, and orders.
(0 In the event ofthe Contractor's noncompliance with the nondiscrimination clauses ofthis
Agreement or with any of such rules. regulations. or orders. this Agreement may be
cancelled, terminated or suspended in whole or in part and the Contractormay be declared
ineligible for further contracts in accordance with procedures authorized in Executive
Order 11246 of September 24, 1965, and such other sanctions may be imposed and
remedies invoked as provided in Executive Order I1246 ol September 24, 1965. or by
rule, regulation. or order olthe Secretary ofLabor. or as othert'ise provided by la'*.
(g) The Contractor will include the provisions ofparagraphs A through F in every subcontract
or purchase unless exempted by rules. regulations. or orders ofthe Secretary of Labor
issued pursuant to Section 204 of Executive Order I 1246 of September 24. 1965. so that
such provisions will be binding upon each subcontractor or vendor. The Contractor will
take such action \\,ith respect to any subcontractor or purchase order as ma) be directed to
the Secretary of Labor as a means of entbrcing such provisions including sanctions fbr
noncompliance: Provided. hou,ever. that in the event the Contractor becomes involved in.
or is threatened with. litigation u,ith a subcontractor or vendor as a result ofsuch direction.
the Contractor may request the United States to enter into such litigation to protect the
interest of the United States.
(h) All regulations. guidelines. and standards lawtulll' adopted under the goveming statutes.
16..19 Sal'etr & Protection Of Persons & Propertr
16.49. 1 Responsibility For Safetr" And Health. The Contractor shall be responsible tbr initiating.
maintaining and superl'ising all safety precautions and programs in connection u'ith the Work to
be performed under the terms of the Agreement ( "Work" ). The Contractor shall take all
precautions and follow all procedures lor the saf'ety of. and shall provide all protection to prevent
injury to, all persons involved in any u'ay in the Work and all other persons. including, u'ithout
limitation. the employees. agents. guests. r'isitors. inritees and licensees ol the City and Users
w'ho mal be affected thereby. The Contractor shall set tbrth in writing its salety precautions
and programs in connection with the Work and submit the same to the City. The City ma1. but
shall not be obligated to. make suggestions and recommendations to the Contractor with respect
thereto.
16.49.2 AII Work. uhether performed by the Contractor, its Sub- Contractors or Sub-
subcontractors. or anyone directly or indirectly employed by any ol them. and all equipment.
appliance. machinery. materials, tools and like items incorporated or used in the Work. shall be
in compliance with, and conlbrm to:
(a) all applicable laws, ordinances. rules, regulations and orders ofany public, quasi-
public or other authority relating to the sat'ety ol persons and their protection against
injury. specifically including. but in no event limited to. the Federal Occupational Safety
and Health Act of 1970. as amended and all State. Local. Citv and Countv rules and
regulations now or hereafter in etfectl and
2l
(b) all codes, rules, regulations and requirements of the City and its insurance carriers
relating thereto. ln the event ofconflicting requirements, the more stringent shall govern.
16.49.3 Should the Contractor 1'ail to provide a safe area for the performance of the Work or any
portion thereof" the Ciq," shall have the right, but not the obligation, to suspend Work in the
unsale area. All costs of any nature resulting from the suspension, by w'homsoever incurred,
shall be bome by the Contractor.
16..{9.5 The Contractor shall defend, indemnify and hold the City, the Cit"v's Representative and
their respective olficers" directors, agents, employees and assigns, harmless lrom and against an,v
and alt liabitity, public or private, penalties, contractual or otherwise, losses. damages, costs,
reasonable attomeys' fees, expenses, causes ofaction. claims orjudgments to the extent resulting
from any 1'ailure of the Contractor, its subcontractors or sub-subcontractors or anyone directly or
indirectly emplo-ved by any olthem or for whose acts anl olthem ma1'be liable, to compli, with
the provisions ofthis General Condition
16.50 Protection Of Work And Prope rtvl Responsibilitv For Loss. The Contractor shall
throughout the perlbrmance of the Agreement. maintain adequate and continuous protection of
all completed Work and temporary facilities against loss or damage from whatever cause, shall
protect the propert_v ofthe City and third parties from loss or damage lrom w'hatever cause arising
out of the performance of the Agreement and shall comply with the requirements of the City and
its insurance carriers and w'ith all applicable lau,s. codes, rules and regulations u'ith respect to the
pre\ enl ion ol loss or Jamage to thc properly. The C it1'. their representatir es or insurance ca rriers
may. but shall not be required to, make periodic patrols of the Job Site as a part of its normal
safety. loss control and security programs. In such event. however, the Contractor shall not be
relieved of its aloresaid responsibilities and the City shall not assume. nor shall it be deemed to
have assumed. any responsibilitv otherwise imposed upon the Contractor by this Agreement.
Until final acceptance olthe Work by the City the Contractor shall have f'ull and complete charge
and care of and, except as otherwise provided in this subparagraph or elsewhere in this
Agreement, shall bear all risk of loss ot-, and injury or damage to, the Work or any portion thereof
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16.49.4 The Contractor shall provide, or cause to be provided, to each worker on the Job Site the
proper sat-ety equipment for the duties being performed by that worker and w-ill not permit any
worker on the Job Site who fails or reluses to use the same. The City shall have the right, but
not the obligation. to order the Contractor to send a u'orker home for the day or to discharge a
worker fbr his or her fbilure to comply with safe practices, w'ith which order the Contractor shall
promptly compll-.
16.49.6 In any and all claims against those indemnified hereunder by any employee of the
Contractor. an.v subcontractor or sub-subcontractor, anyone directl.v or indirectly employed by
any ofthem or anyone fbr whose acts any ofthem may be liable, the indemnillcation obligation
under this Paragraph shall not be limited in any way to any limit(s) on the amount or type of
damage, compensation or beneflts payable by or for the Contractor or any subcontractor or sub-
subcontractor under any u'orkers' compensation acts, disability benefit acts or other employee
benet'it acts.
from any cause within Contractor's reasonable control, except to the extent caused by City. its
representatives, or contractors, or caused by natural disaster, criminal activitl,', flood. fire, or that
is covered by any property or builder's risk insurance canied by the City.
16.51 Surtace And Subsurface Water. Surface or subsurface water or other fluid shall not be
permitted to accumulate in excavations or under or in the structures. Should such conditions
develop or be encountered. the water or other fluid shall be controlled and suitably disposed of
by means of temporary pumps. piping, drainage lines and ditches. dams or other methods
approved by the Ciry- in nriting. The proposed location and coordination oltemporary channels
and conduits conducting accumulated u,ater f-rom the Job Site shall be permitted by the proper
regulatory agency and submitted to the City for its prior written approval. All such Work shall
be doneat the sole expense of the Contractor.
16.52 Emergencies. In any emergency affecting the safetl' ofpersons or property. or in the event
of a claimed violation ofany federal or state saf'ety or health law or regulation. arising out ofor in
any way connected u,ith the Work or its perflormance. the Contractor shall act immediately to
prevent threatened damage. injury or loss to remedy' said violation. whichever is applicable.
Failure by Contractor to take necessary emergency action shall entitle the Cit"v to take whatever
action it deems reasonably necessary. including, but not limited to, suspending the Work. The
City may offset any and all costs or expenses ollvhatever nature, including reasonable attomeys'
f-ees, paid or incurred by the City in taking such emergency action against an) sums then or
thereafter due to the Contractor. The Contractor shall defend. indemnif! and hold the Citl-
harmless against any and all costs or expenses pursuant to this Section, by whomsoever incurred.
'16.54 Proiect Site Protection Contractor , at its erpense. shall maintain such protection as
provided in the subsection 16.49, entitled "Safety & Protection Of Persons & Property" in a
satisfactory condition until removal is authorized by City. Contractor, at its expense! shall make
all necessary repairs to propefiy damaged by construction operations. Repairs shall be made in a
manner satisfactory to City. The Contractor will provide parking lor its employees Vr'ithin the
designated u,ork areas. Contractor employees will not be allowed to park in areas which are used
b1 anr lacilities u hich remain in operation.
16.55 Fire Prevention Contractor shall. at its expense, conlorm to all Federal, State, and local
laws and regulations pertaining to buming, fire prevention and control within or adjacent to the
Project. Necessary precautions to avoid and eliminate flre hazards shall be the responsibilitl ofthe
Contractor. This includes keeping the Agreement Work area clear of all trash at all times. All
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I 6.53 Cit),'s Standards. The City reserves the right, but assumes no duty, to establish and enforce
standards. and to change the same from time to time, for the protection of persons and property,
r.r'ith which the Contractor shall comply, and to review the elficacy of all protective measures
taken by the Contractor. The exercise ofor lailure to exercise any or all ofthese rights by the City
shall not relieve the Contractor of its duties and responsibilities under this Agreement, and the
City shall not thereby assume, nor be deemed to have assumed, any such duties or responsibilities
ofthe Contractor.
tarpaulins used for any purpose during construction of anl Work shall be made of material
resistant to fire, $,ater and weather and shall bear UL labels. Lighting ofanl fires on premises is
strictly tbrbidden. Controlled buming shall be with the consent ol the City. Contractor shall
provide portable tire extinguishers properly labeled. located and compatible with the hazard ol
each work area and shall instruct its personnel in their use. Wherever welding and burning are
conducted. inflammable materials shall be protected and a f-rre watch shall be provided by
Contractor to be presenl during the buming and welding operation to ensure that protective
measures are taken and that no t'ires result from such operation. The lire watch shall have tire
extinguisher equipment readily available and know-how fbr proper use.
16.56 Illumination. When an.v u,ork is performed at night or where daylight is shut off or
obscured. Contractor shall. at its expense, provide artificial light sufficient to permit r.vork to be
carried on eflficiently. satisfactorily and safely, and to permit thorough inspection. During such
time periods the access to the place of rvork shall also be clearly illuminated. Alllviring tbr electric
light and power shall be installed and maintained in a llrst-class manner, securely fastened in place
at all points, and shall be kept as lar as possible from telephone wires. signal wires" and wires used
lbr tiring blasts.
16.57 Dust Control The Contractor, for the duration ol the Agreement, shall, at its expense.
maintain all excavations embankments" haul roads. access roads, plant sites. rvaste disposal areas,
borrow areas, and all other work areas free from dust. Industry-accepted methods ofdust control
suitable for the area involved and approved by City will be permitted.
16.58water Pollution. Contractor shall, at its expense, provide suitable facilities to preventthe
introduction ofany substance or materials into any stream, river, lake or other body olwater
which ma-v pollute the water or constitute substances or materials deleterious to fish and
wildlife.
16.59Air Pollution The Contractor shall, at its expense. so pertbrm its work as not to discharge
into the atmosphere from any source whatever smoke, dust, or other air contaminants in
violation of the larvs, rules and regulations of all Federal, State and local air and n'ater
pollution requirements including. but not limited to: Registering with the Dania Beach
Countl Health Department, Air Pollution Board, any equipment requiring operating permits
by said Board; Adhering to all Brou,ard County Air Pollution Board Regulations.
l6.6OExplosives & Hazardous Materials. Contractor shall obtain all required Federal. State and
local permits and Iicenses and shall be responsible for the safe and proper handling, labeling.
transpofiing. storage and use of any explosive or hazardous materials brought onto or
encountered within the site. and at its expense, make good any damage caused by its
handling, transporting, storage and use. The Contractor will notiry the City immediatel-"" il
explosive or hazardous materials are encountered on the site. Transporting erplosive or
hazardous materials onto the site will require prior written approval lrom the City. The
Contractor shall maintain and post as necessarl, Material Hazard Data Sheets for all
applicable Hazardous Materials used in the course ofhis work.
In the event that hazardous material is improperly handled or stored by the Contractor. its
subcontractors, any sub-subcontractors, or any employee or agent of any of the
26
alorementioned which results in contamination of the site, Contractor shall immediately
notifu the City and the appropriate govemmental authority and shall take whatever action
is necessary or desirable to remediate the contamination at the Contractor's sole cost and
expense. Further, Contractor shall indemnify and hold harmless from any and all cost.
expense. action, or liability whatsoever resulting liom such contamination and/or remedial
activities. Il without negligence on the part ol the Contractor or anyone for whom it is
responsible, Contractor is held liable for the cost of remediation ola hazardous material or
substance solely by reason of performing the Work as required by the Agreement
Documents, the City shall pay lor the directs costs olremediation as approved beforehand
by City. in w-riting, which shalt be paid from the Contingency Fund.
l6.62lnsoection: Reiection Of Materials And Workmanship. All materials and e quipment
lumished and work performed shall be properly' inspected by Contractor. at its expense, and
shall at all times be sub.lect to quality sLrn'eillance. observations or quality audit by City.
Contractor shall provide safe and adequate lacilities and all samples. drawings, lists and
documents necessar-l for such quality surveillance, obseruation or quality audit. For this purpose.
City shall be alforded full and free access to the shops. factories or places of business of
Contractor and its subcontractors and suppliers for such quality sun'eillance. obsen'ation or
qualitl, audit and to determine the status of the Work. lf Contractor covers all or any potion of
the Work prior to any quality surveillance or test by City. the cost ofany necessary uncovering
and replacing shall be bome by Contractor. Neither the lailure to make such quality surveillance.
obsen'ance or quality audit. nor to discover defective workmanship, materials. or equipment,
nor acceptance ol or payment to Contractor for such w-ork, materials or equipment shall
prejudice the rights of City therealter to correct or reject the same as hereinafter provided.
If an-v material, equipment or workmanship is determined by City, either during performance of
the Work or on final qualitv surveillance. or during any applicable w'arranty period (expressed or
implied). to be defective or not complying u,ith the requirements of this Agreement. City shall
notify Contractor in writing that such material, equipment or w-ork is rejected and the City
resenes the right to u'ithhold payment on any such item. Thereupon. Contractor shall, at its own
expense, immediately' remove and replace or correct such defective material. equipment or work
by making the same comply strictly with all requirements of the Agreement.
16.63 Testing. Unless otheru'ise provided in the Agreement, Drawings and Specifications shop
testing ol materials or work shall be performed by the Contractor and in accordance with the
Technical Specifications. Field testing of materials or work shall be performed by City. Should
tests in addition to those required by the Specifications be desired by City, Contractor will be
advised in reasonable time to permit such testing. Such additional tests will beat City's expense
unless such additional tests are required due to Contractor's work or materials having failed any
initial test. In this event, such additional (re-tes| tests shall be at Contractor's expense. Contractor
shall fi-rmish samples as requested and shall provide reasonable assistance and cooperation as
necessary to permit tests to be performed on materials or work in place including reasonable
stoppage olwork during testing. Contractor shall provide reasonable and accurate notice olwhen
construction activities u,hich require City's testing services are required. Contractor shall be
responsible for stand- by and other costs associated u,ith the testing agency if that construction
activin is delayed or canceled.
27
16.6,1 Pro rESS.Contractor shall give Cit-v'. full information in advance as to its plans fbr
performing each part of the Work. If at any time during the progress of work, Contractor's actual
progress is inadequate to meet the requirements of the Agreement, Cif may so notii/ Contractor
who shall thereupon take such steps as may be necessary to improve its progress. If within a
reasonable period as determined by City. Contractor does not improve performance to meet the
currentl) approved Agreement construction schedule. Clig' may require an rncrease ln
Contractor's labor tbrce, the number of shifts. overtime operations, additional days of work per
week and an increase in the amount of construction plant: all without additional cost to Cit-v.
Neither such notice by City nor City's t'ailure to issue such notice shall relieve Contractor of its
obligation to achieve the quality ofwork and rate ofprogress required by the Agreement.
Failure of Contractor to compll- i.r,.ith the reasonable instructions of City mal be grounds lor
determination b1- City that Contractor is not prosecuting its work with such diligence as will
assure completion il'ithin times specified. Upon such determination. City may terminate
Contractor's right to proceed u,ith the performance of the Agreement, or any separable part
thereofl, in accordance with the applicable provisions olthis Agreement.
16.65 Chanqes City may, at any time, without invalidating the Agreement and i.r,ithout notice
to the Surety(ies), make changes in the Work by issuing Change Orders. as well as Contingency
Fund Change Orders addressed elsewhere in the Agreement Documents. Cit-v will issue written
orders to Contractor for any changes, except that in the event ol an emergency which Citir
determines immediately endangers life or property, City may issue oral orders to Contractor for
any work required by reason olsuch emergency. Such orders will be confirmed in writing as soon
as practicable. Such orders, whether written or oral. ma1'be accompanied by drawings and data
as are necessar)' to show- the extent of such ordered work. Contractor shall commence such
changed u,ork so that all dates set forth in Contractor's current construction schedule, as accepted
by City, will be met. [n the event of an emergency which City determines immediately endangers
lile or property. Contractor shall immediately commence such changes as required by City in
order to mitigate or remove the emergency condition. Failure to commence any such change in
timely fashion shall entitle City to invoke the provisions of "Termination for Cause".
Unless otherwise required, Contractor shall, within twenty-one (21) calendar days flollor.ring
receipt ol a written Change request from City, submit in writing to City a Agreement Change
Proposal for accomplishing such change, which proposal shall reflect the increase or decrease,
ifany, in cost to Ciq, of performing the change under the Agreement in comparison to u,hat the
cost would have been. had such change not been offered.
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17 . Liquidated Damages
17.l Liquidated Damages will be assessed as stated in the Agreement lor each non- compliant
day that any requirements listed in this section 17 are not met. The parties have agreed that since
they are unable to ascertain the amount of damages which would be suffered by City as a result
of Contractor's failure to timely complete all Work required by the date set lorth
above. Therefore, lailure to timely complete the work shall result in the au,arded Bidder being
subject to liquidated damages. but not as penalty, in the amount of $500.00 per calendar da.v, as
set forth in 23 CFR 635.127. for each and every calendar day the work remains incomplete, or
the items remain undelivered. This payment is considered to be City's liquidated damages. and it
is not a penalty. It shall be assessed against the Contractor until substantial and final completion.
respectivel). are achieved.
17.2 Stasine of Material in Riqht-Of-Way:
Contractor shall provide for all additional lands and access thereto that ma) be required for
temporary construction facilities or storage of materials and equipment. Staging area shall be
f'enced and screened fiom public sight. Contractor shall not store material such as pipes, drainage
structures and equipment within a right olway u'ithout prior approval by the City. Material shall
be properll secured and screened neatly'and uill not remain on right ofnay lor more than a ueek.
All equipment must be stored in a designated stagingarea.
17.3 Site Restoration: Contractor shall remove all excess material and shall clean u p and
restore the site to its original condition or better. All damage. as a result ol uork under this
Agreement. done to existing structures. pavement, driveu,ays. paved areas. curbs and gutters.
sidewalks. shrubbery. grass, trees, t'ences, walls, utility poles. utility pipe lines. conduits, drains.
catch basins. flagstones, rocked graveled or stabilized areas or driveways. and including all
obstructions not specifically named in this provision. shall be repaired, or replaced. as determined
bl the Engineer. Site restoration shall be done in a timely manner as the work progresses. Site
restoration work shall be completed on private property within 30 days after being disturbed.
17.4 Access: As applicable. Contractor shall provide one lane open to through-traffic fbr each
section of construction in each direction at all times unless a complete road closure is required.
The Contractor shall make every efTort to provide access to driveways at the end of the working
day. [fa drivew'ay is not accessible. homeowners should have access to a neighboring swale area
fbr temporary parking. When vehicular access to homes is not possible for parking ol vehicles.
an area lbr parking shall be provided within one block of the furthest home affected. This
condition is to be avoided whenever possible and not last more than three (3) days. Vehicular
access must be provided by the end ofeach business working day. The parking area location shall
be coordinated b1'the Contractor. with the Cit)'s approval.'' In the erent that this option is
approved by the City. the Contractor shall notifl'aflected residents at least 48 hours in advance.
17.5 Date of Commencement and Substantial Completion: The Date of Commencement is the
date from u'hich the Agreement Time is measured and shall be the date set lbrth in the Notice to
Proceed as issued bl the City. Should the Contactor incur costs prior to the issuance ol the
Notice to Proceed. any such costs shall be incurred at the Contractor's risk, and the City shall not
reimburse the Contractor for any such costs under any circumstances. Notwithstanding the
fbregoing" Citl'ma1' reimburse Contractor fbr actual costs incurred relating to performance and
pa)ment bonds and insurance. with submittal of invoices. in the event that Cit,v terminates this
Agreement fbr convenience, as provided in the General Conditions. lf Contractor lails to
commence the Work within one (l ) n'eek of the date set fbrth in the Notice to Proceed. City may
terminate the Agreement immediately. wlthout providing an opportunitl to cure.
18. Audit. As the funding tbr this pro.iect comes fiom FRDAP, Contractor, by entering into
this Agreement. the Contraclor agrees to comply and cooperate with any monitoring
procedures/processes deemed appropriate b1- the Department of Environmental Protection. In the
event the Department of Environmental Protection determines that a limited scope audit of the
29
Contractor is appropriate. the Contractor agrees to compll' rlith anl additional instructions
provided b1' the Department to the Contractor regarding such audit. The Contractor lurther agrees
to comply and cooperate with any inspections, reviews. investigations, or audits deemed
necessary by the Chief Financial Ofllcer (CFO) or Auditor General.
19. Indemnitlcation of Cit_v.
l9.l The Contractor shall. in addition to any other obligation, indemnify the City and to the
fullest extent permitted by' lan. protect. defend and hold harmless the City. including its agents.
elected officials and employees from and against all claims. actions. liabilities. losses (including
economic losses), or costs arising out ofany actual or alleged:
(A) bodily injurl. sickness. disease or death. or injury to or destruction of tangible
propert) including the loss of use resulting from such propert). or an) other damage or
loss arising out of or resulting or claimed to have resulted in whole or in part tiom any
actual or alleged act or omission ofthe Contractor or its Subcontractors, anyone directly
or indirectll employ'ed by an1' of them. or an) one fbr whose acts an) ol them ma1. be
liable in the perfbrmance of the work:
(B) any violation of [aw, statute, ordinance, govemmental administrative order. rule.
regulation. or infiingement of patent. copyright or trademark rights by Contractor or its
Subcontractors in the performance ofthe work:
(C) liens and claims made by the Contractor or its Subcontractors: and
19.2 lndemnitlcation tbr Construction Contracts. ln the event that the pertbrmance ofservrces
under the Agreement is deemed to be a "construction Agreement" pursuant to $725.06, Florida
Statutes. as it ma1" be amended liom time to time. the lollorving indemnitication shall appll:
To the fullest extent permitted by Chapter 725. Florida Statutes. as it may be amended. the
Contractor agrees to indemnifu and hold harmless the City. its officers. employees, and assigns
from liabilities. damages. losses. and costs including, but not limited to reasonable attomey fees.
to the extent caused by the negligence. recklessness. or intentionalll urongful misconduct olthe
Contractor and persons employed or utilized by the Contractor in the pertbrmance of the
provisions in the Agreement Documents. sat-ety
20.1 Defined l'erms for Purposes ofthis Section.
Environmental Condition means an) set of phy-sical circumstances in. on. under- or affecting
the Propert) that may constitute a threat to or endangerment ol health. satbt). property. or the
environment. including but not limited to:
30
10. Enr ironmental NIatters.
(A) The presence of any hazardous Substance. except in such quantities and
concentrations as are routinel) fbund in nature or in products used in ordinary business or
commercial activities:
(B) Any underground storage tanks. as dellned in Subtitle I ofthe Hazardous and Solid
Waste Amendments of 1984.42 U.S.C.6991 et. seq.. or the regulations thereunder. for
the storage of hazardous w-astes. oil. petroleum products. or their b]'products:
(C) Any PCB. asbestos or any other substances specifically regulated under the Toxic
Substances Control Act. l5 U.S.C. 2601 or regulations issued thereunder: and
(D) Any open dump or system of refuse disposal for public use without a permit. as
prohibited by 42 U.S.C. 6945 and/or Florida law equivalent. or the regulations issued
thereunder.
Environmental Laws means the Comprehensive Environmental Response. Compensation and
Liability Act.4l U.S.C.9601 et. seq.. the Resource Conservation and Recovery Act.42 U.S.C.
6901 et. seq.: the Toxic Substances Control AcL l5 U.S.C. 2601 et. seq.: the Clean Water Act. -iJ
U.S.C. l25l et seq.l the Clean Air Act.42 U.S.C. 7401 et. seq.; the Oil Pollution Act, 33 U.S.C.
2701 et. seq.. the Hazardous Materials Transportation Act.49 U.S.C. l80l et. seq.; the Refuse
Act ol 1989. 3l U.S.C. 407: the Occupational Safety and Health Act. 29 U.S.C. 651 et. seq.. as
such laws have been amended or supplemented from time to time. the regulations promulgated
under these laus: and anl analogous Govemmental Requirements.
Environmental Requirements means all present and luture Govemmental Requirements.
including r.r,ithout limitation. the Environmental Lar.rs. authorizations. judgments. decrees.
concessions. grants. orders. agreements or other restrictions or requirements relating to an1
Environmental Conditions or any Hazardous Substances on the Property.
Hazardous Substance means any substances or materials identitled to be loxic or hazardous
according to anl of the Environmental Laus. including uithout limitation. anv asbestos. PCB.
radioactil'e substances. methane. r,olatile hydrocarbons. acids, pesticides. paints. petroleum based
products, lead, cyanide, DDT. printing inks. industrial solvents or any other material or substance
that has in the past or could presently or at an)-time in the future cause or constitute a health.
saf'et1'or other environmental hazard to anv person or propeq. The term Hazardous Substances
includes hazardous wastes. hazardous substances, extremelv hazardous substances. hazardous
materials. toxic substances. toxic chemicals, oil, petroleum products and their b1-products. and
pollutants or contaminants as those terms are defined in the Environmental Laws.
Environmental Permit means anv Gor emmental Approval required under anv Environmental
Law in connection r.lith the ownership. use or operation ofthe Propertl lbr the storage. treatment.
generation, transportation, processing, handling, production or disposal of Hazardous Substances,
or the sale, transf-er or conveyance ofthe Property. and all supporting documentation thereof-.
3l
Environmental Claim means anl" accusation. allegation, notice of violation. claim, demand.
abatement or other order or direction (conditional or othenvise) bl any Govemmental Authorit)
or any person fbr personal injury (including w'ithout limitation. sickness. disease, or death).
tangible or intangible property damage, damage to the environment. nuisance, pollution,
contamination or other adverse effects on the environment, or for fines. penalties" or restrictions.
resulting from or based upon:
(A) The existence or release. or continuation of any existence of a release (including
il-ithout Iimitation. sudden or non-sudden. accidental or non-accidental leaks or spills) of.
or exposure to. any. substance" chemical. material. pollutant, contaminant. or audible noise
or other release or emission in. into or onto the environment (including without limitation.
the air. ground. water or an1'surf-ace) at. in. b). f-rom or related to the Property; or
(B) The environmental aspects ofthe transportation, storage, treatment or disposal ol
materials in connection with the activities on the Properry-; or
(C) The violation. or alleged violation. of an) Govemmental Requirements relating to
Environmental Requirements on the Property: but excluding any ol violations arising
solely fiom the intentional actions ofthe City and its agents.
20.2 Corrective Action Work means any and all activities of removal. response. investigation.
testing. analysis. remediation taken to:
(A) Prevent. abate or correct an existing or threatened Environmental Condition at.
about. afl'ecting. or affected by the Property; or
(B) Comply with all applicable Environmental Requirements.
20.3 Environmental Indemnification. Contractor covenants and agrees. at its sole cost and
expense, to def'end (with counsel selected by Contractor, after consulting with the City),
indemnifu and hold harmless the Cit"v. its successors. and assigns fiom and against any and all
Enr ironmental Claims. whether meritorious or not. brought against the Ciry' b1 an1' Gor-emmental
Authority resulting liom acts olthe Contractor:
20.4 This indemnit-v includes. without limitation, indemnification against: all costs of removal.
response- investigation. or remediation ol an1' kind: all costs oi disposal ol such Hazardous
Substances as necessar)' to comply r.r'ith Environmental La\\'s: all costs associated *'ith an1
Corrective Action Work: all costs associated with claims tbr damages to persons, property. or
natural resources: any loss fiom diminution in the value ofthe Property; and the City's Attomeys'
Fees. consultants' flees. court costs and expenses incurred in connection with anl Environmental
Claims brought against the Cit1.
(A) Contractor's indemnification of City is only lor Environmental Claims which arise
out ol'or are caused by actions or events occurring after the Eff'ective Date ofthe Propenl'
Agreement.
(B) This indemnillcation is to be interpreted as broadly as possible and is in addition
to all other rights of the City under this Agreement.
(C) Payments by Contractor under the Environmental lndemnification will not reduce
Contractor's obligations and liabilities under any' other provision of this Agreement.
32
(D) Neither the Contractor nor the general contractor, nor any other contractor in
privity with Contractor. has a dut.v to indemnift the Cit) in connection with any
Environmental Claims that are due to the negligent conduct ofthe City or its agents.
(E) Compliance. Contractor agrees to comply with all existing and future f'ederal,
state. county. and municipal environmental law-s. administrative code provisions.
ordinances, rules and regulations. and the requirements ol an1 development order
covering the Property issued pursuant to Chapter 380, Florida Statutes, all as may be
amended.
21. Insurance Requirements. The Contractor shall not commence Work under the A sreement
until Contractor has obtained all insurance required under this Article. The Contractor shall not
allou an1'employee of Contractor or anl Subcontractor to commence Work until all Coverages
required have been obtained and approved by the Risk Manager of the Cit1,. In addition.
Contractor shall be responsible for anl and all policy deductibles and self'-insured retentions.
All Certificates of Insurance must clearly identif the Agreement to which they pertain,
including a brief description of the subject matter of the Agreement. The certificates shall
contain a provision that coverage afforded under the policies will not be canceled until at least
thirt) (30) days' prior u,ritten notice has been given to City. Ifthis coverage is not provided. then
Contractor is responsible for providing such notice to Ciq. lnsurance policies for required
coverages shall be issued by companies authorized to do business under the laws ofthe State of
Florida and any such companies' financial ratings must be no less than A-VII in the latest edition
of the "BEST'S KEY RATING CUIDE". published by A.M. Best Guide. In the event that the
insurance carrier's rating shall drop. the insurance carrier shall immediately noti$ the City in
writing.
Coverages shall be in tbrce until all Work required to be perfbrmed under the terms ol the
Agreemenl is satislactorily completed as evidenced by the lbrmal u'ritten acceptance by the
Citi'. In the e\.ent insurance certificates provided to Ciq' indicate that the insurance shall
terminate and lapse during the period ofthe Agreement, including any applicable warranty period,
then in that event. the Contractor shall fumish. at leasl thirty (30) days prior to the expiration of
the date of such insurance. a renewed Certificate of Insurance as proof that equal and like
coverages for the balance of the period of the Agreement. including any extension of it, and
including anl applicable warranty period- is in effect. THE CONTRACTOR SHALL NOT
PERFORM OR CONTINUE WORK PURSUANT TO THE CONTRACT, TINLESS ALL
COVERAGES REMAIN IN FULL FORCE AND EFFECT. ANY DELAY IN THE WORK
CAUSED BY A LAPSE IN COVERAGE SHALL BE NON-EXCUSABLE, SHALL NOT
BE GROUNDS FOR A TIME EXTENSION. AND WILL BE STTBJECT TO ANY OTHER
APPLICABLE PROVISIONS DESCzuBED IN THE CONTRACT OR ELSEWHERE IN
THE PROPOSAL DOCUMENTS CONCERNING CONTRACTOR DELAY.
The below coverages are minimum limit requirements. lJmbrella or Excess Liability policies are
acceptable to provide the total required liabilitl, limits. as long as the Risk Manager of the Citl'
revieus and approves in uriting the insurance limits on each of the policies. The Citl' must
approve any changes to these specifications and has the right to review and amend coverage
requirements. The Contractor shall be held responsible for any modifications. deviations. or
-),1
omissions in these insurance requirements. Contractor shall be responsible for any deductible
amounts.
GENERAL LIABILITY INSURANCE is to include bodily injury. broad tbrm propert)'
damage. products/completed operations. blanket contractuat tiabilitl. and personal/advertising
injury with limits olno less than One Million Dollars ($1,000,000.00) per occulrence. and Two
Million Dollars (S2,000.000.00) annual aggregate.
SPECIAL PROVISIONS AS TO GENERAL LIABILITY INSURANCE:
(to be confirmed on or attached to the Official Certificate of Insurance)
o The City ol Dania Beach, Florida' is to be added as a named "Additional [nsured";
o Annual Aggregate shall apply "Per Job"
o Additional lnsured status is included ibr Products completed operations coverage lor
a period of no less than five (5) years
o Additional insured coverage shall be no more restrictive than lnsurance Services
Office (lSO) tbrm CG 2037 (-7 04):
. Contractor's Insurance shall be primary and non-contributory
o Waiver of Subrogation in favor of the City
o 30 Days' Notice of Cancellation or modification to City (if not available on the
insurance policies, then Contractor has responsibility fbr notification):
. Copl' of Additional Insured Endorsement or other endorsements may be attached to
the Certificate.
WORKERS' COMPENSATTON INSURANCE shall bc maintained b ]' Contractor and an1
Subcontractors during the life of the Agreement, including an1' applicable warranr)- period(s). and
it is to apply to all "statutory employees" ofContractor (as that phrase is defined by Chapter 440.
Florida Statutes). in compliance with the "Workers' Compensation Law-" of the State of Florida
and all applicable federal laws. for the benefit of the Contractor. its employees. and
Subcontractors.
IN NO EVENT SHALL THE CONTRACTOR BE PERMITTED TO UTILIZE IN THE
PROSECUTION OF THE WORK. THE FOLLOWING:
A) ANY EMPLOYEE. SUBCONTRACTOR OR SUBCONTRACTOR EMPLOYEE WHO
IS EXEMPTED OR PURPORTED TO BE EXEMPT FROM WORKERS'
COMPENSATION INSURANCE COVERAGE: OR
B) ANY EMPLOYEE. SUBCONTRACTOR OR SUBCONTRACTOR EMPLOYEES
WHO WILL BE COVERED BY AN EMPLOYEE LEASING ARRANGEMENT.
3.1
In the case anv work is sublet as otherwise addressed in the Agreement or Bid Documents. the
Contractor shall require any Subcontractors similarly to provide Workers' Compensation
Insurance for all ofthe latter's emplo.vees, in addition to anv coverage afforded by the Contractor.
b.v lumishing statutory limits Part A. and Emplol-ers' Liabilitl'Part B with limits of $100.000.00
each accident, $100.000.00 each employee and $500,000.00 policy limit lbr disease.
SPECIAL PROVISIONS AS TO WORKERS'COMPENSATION INSURANCE
(to be confirmed on or attached to the Official Certiflcate of Insurance)
AUTOMOBILE LIABILITY INSI-IRANCE shall be nraintained rvith combined single limits
of no less than One Million Dollars ($ 1,000,000.00). to include coverage tbr owned, hired, and
non-owned vehicles.
SPECIAL PROVISIONS AS TO AUTOMOBILE LIABILTTY INSURA,NCE (to
be confirmed on or attached to the O{ficial Certificate of Insurance):
A) "The City of Dania Beach'" is added as a named "Additional lnsured";
B) 30 Days' Notice of Cancellation or modification to CiO' (if not available on
the insurance policies, then Contractor has responsibility fbr notification); and
C) Waiver of Subrogation.
22. Assienment of Asreement. The Contractor acknowledges. understands and agrees that its
perfbrmance under this Agreement is or may be contingent upon the Ciry receiving timely
services fiom other Contractors (the "Supporting Contractors"). The Contractor agrees to use its
best eftbrts to coordinate its sen'ices with the sen'ices olthe Supporting Contractors and further
agrees that in the event the rendition of any services of any of the Supporting Contractors is
delal'ed. such delay'w.ill not entitle the Contractor to any additional compensation or pay-ment of
any kind. Furthermore. the Contractor shall not be entitled to an increase in compensation, or be
entitled to payment ofany kind lrom the City. for damages or expenses incurred which are direct.
indirect or consequential or other costs and lost profits ofanl kind including. but not limited to.
costs of acceleration. inefliciency or extended overhead. arising because of anv other delay.
disruption. intemrption. interfbrence or hindrance from an1' cause whatsoever. whether such
delal', disruption or interference be reasonable or unreasonable, fbreseeable or unloreseeable. or
avoidable or unavoidable: provided. however. that this provision shall not preclude recovery of
damages b)'the Contractor lbr hindrances or delals caused solely bl tiaud. bad 1'aith or actire
malicious interf-erence onthe part of the City. The Contractor shall only be entitled to extensions
ol time fbr perfbrmance as the exclusive and sole remedl, lor delay'. In recognition of the t'act
that Contractor is not entitled to costs ol acceleration arising out of the delays caused by
Supporting Contractors. Contractor shall not be required to accelerate its services where delays
ha',e resulted fiom Supporting Contractors. unless the Citl'agrees to compensate Contractor lbr
such accelerated efforts.
23. Public Records Law. Contractor shall maintain book s. records. documents and other
evidence directly pertinent to performance of ll'ork under this Agreenrent in accordance with
generally accepted accounting principles and practices. The Contractor shall also maintain the
llnancial infbrmation and data used by the Contractor in the preparation of support ofany claim
fbr reimhursement for anJ' out-of-pocket expense or cost. The Citv shall hal'e access to such
t)
. 30 Days' Notice of Cancellation or modification to City (if not available on the
insurance policies. then Contractor has responsibility for notification)l and. Waiver of Subrogation.
books. records. documents and other evidence fbr inspection. audit and copying during normal
business hours. The Contractor will provide proper facilities fbr such access and inspection.
Audits conducted under this section shall observe generally accepted auditing standards and
established procedures and guidelines of the City . The Florida Public Records Act. Chapter I l 9
of the Florida Statutes. may have application to records or documents pertaining to this
Agreement and Contractor acknowledges that such lan's have possible application and agrees to
comply with all such laws.
Upon request from the Citl custodian of public records, Contractor shall provide the Cit) '"\-ith a
copy olthe 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 b1 Chapter 119. Ftorida Statutes. or as
otherwise provided by law.
l-1. Retention Of Records And Ri ht To Access
24.1 The Contractor shall preserve and make available all tinancial records. supporting
documents. statistical records. and any other documents pertinent to the agreement lor a period
ot'five (5) years after termination or conclusion olthe agreement, or if an audit has been initiated
and audit tindings have not been resoh'ed at the end olthese Iive (5) years. the records shall be
retained by the Ciry" until resolution of audit finding.
The Contractor shall retain sufilcient records demonstrating its compliance with the terms olthe
an'ard and this Agreement for a period of five (5) years fiom the date the audit report is issued.
and shall allow the Department of Environmental Protection, or its designee. Chief Financial
Oflicer. or Auditor General access to such records upon request. The Contractor shall ensure that
audit working papers are made available to the Department of Environmental Protection. or its
designee. Chief Financial Offlcer, or Auditor General upon request lbr a period of three (3) years
liom the date the audit report is issued- unless extended in writing by the Department of
Environmental Protection.
24.2 Unless otherwise provided by law. any and all records" including but not limited to reports.
surveys. and other data and documents provided or created in connection with this Agreement are
and shall remain the property ofthe City.
21.3 Upon completion of Work under this Agreement or in the event oltermination by either
part)-. an) and all public records relating to the Agreement in the possession ol the Contractor
shall be delivered by the Contractor to the City Manager, at no cost to the Cib". within seven (7)
days. Alt such records stored electronically by Contractor shall be delivered to the Citv in a
tbrmat that is compatible with the City's inlormation technology systems. Once the public
records have been delivered upon completion or termination of this Agreement. the Contractor
shall destro) anl and all duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements.
2.1.4 Any compensation due to Contractor shall be withheld until all records are received as
provided in this Agreement.
t6
24.5 Contractor's tailure or refusal to comply with the provisions of this section shall result in
the immediate termination of this Agreement b) the CiR.
25. Sectionl19.070l(2)(a). Florida Statutes
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER II9, FLORIDA STATT]TES, TO THE CONTRACTOR'S DI.ITY TO
PROVIDE PTIBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CTISTODIAN OF PUBLIC RECORDS.
Custodian of Records:ELORA zuERA
CITY CLERK
100 W. Dania Beach Boulevard
Dania Beach, Florida 33004
Telephone number:
Email:
26. No Waiver. Failure of the Citv to insist upon strict perfbrmance olanl' provision or condition
of this Agreement. or to enforce any right contained in it, shall not be construed as a waiver or
relinquishment for the future ofany such provision. condition or right. but the same shall remain
in full fbrce and eff-ect.
27. Declaration ol Default. The t-ailure ofthe Contractor a) to supply enough properly skilled
uorkers or materials. or b) its lailure to make prompt payments to subcontractors. or for
materials or labor, or c) to obey laws, ordinances, rules, regulations or orders ofpublic agencies
having jurisdiction. or d) to compll in anv wa1' with the Agreement Documents. shall be
suflicient grounds fbr the City to find the Contractor in material default, and that sulficient cause
exists to terminate the Agreement lbr cause, and to withhold pa)'ment or any part thereof until
the cause or causes giving rise to the default has/have been eliminated by the Contractor and
approred bl the Cit1. lla finding ofdefault is made by the City. the Contracror and its Suretl-
shall remain responsible for performance of the requirements ol the Agreement Documents
unless and until the Ciry'terminates the Agreement. L.ipon a finding of default. the Citl shatl set
a reasonable lime. but in no event in excess ofseven (7) calendar days after written notice from
Citl detailing the default. uithin r.r'hich the Contractor and its Surety, shall eliminate rhe cause
or causes of det-ault. When the basis fbr tinding ofdefault no longer exists. the City shall notif!
the Contractor and its Suretl. in uriting. that the delault has been corrected. and that the
Contraotor is no longer in defhult. [f the Contractor fails to correct the detault within the time
allou'ed, the CiO'. $ ithout turther notice to Contractor or its Suret1," may immediately terminate
the Agreement and the employment ol the Contractor, without otherw.ise waiving its rights
against the Contractor or its Surery'. To the extent that the time limits herein contlict u,ith those
set tbrth in the Perlbrmance Bond. the time limits in this section shall take precedence.
Nlailing Address:
37
954-924-9800, Ext. 3623
erierar.iz.daniabeach fl . gov
A. The Contractor may terminate the Agreement for non-payment (except fbr those
provisions in this agreement that specifically provide for withholding payment). failure to
certi$ payment. delays of greater than 120 days not caused by Contractor, other material
breaches by the City. and if the Work is stopped fbr a period olthirty (30) days through
no act or fault of the Contractor. Subcontractor, Sub-subcontractor. their agents or
employees. or any other persons perfbrming portions olthe Work under the Agreement
with the Contractor. tbr any of the following reasons:
l. issuance ofan order ofa court or other public authority having jurisdiction. and
2 an act olgovemment, such as a declaration ofnational emergency. making
material unavailable.
B. If one of the above reasons exists, the Contractor may. upon five (5) additional
days' written notice to the City, terminate the Agreement and recover fiom the Citl
payment fbr Work performed.
28.2 Termination Br The Citv For Cause:
(A) The Cit-v may terminate the Agreement ilthe Contractor:
(l) persistently or repeatedly refuses or fails to supply enough properly skilled
n'orkers. proper equipment. materials. or fhils to adhere to the schedule established as
adjusted from time to time pursuant to the terms of the Agreement;
(2) fails to comply with laws, ordinances, or rules. regulations or orders of a public
authorit)' having jurisdiction. including Ciql
(3 ) commits anl act or omission that evidences a lack olintegrity or honesty or which
reflects negatively on the City, including but not limited to the company of its owners.
offlcers and agents being charged u'ith any act of moral turpitude or any environmental
violation:
(4) fails to obtain or maintain all insurance Coverage required by the Agreement
Documents: or
(5) otherwise. is guitty of substantial breach of a provision ol the Agreement or
Agreement Documents; or
(6) One or more of the fbllowing circumstances, uncorrected for more than thirty (30)
day's unless. within the specified 30-da-u'. period. Contractor (including its receiver or
trustee in bankruptcy) provides to Department adequate assurances' reasonably acceptable
l8
28. Termination Or Suspension Of Agreement
28.1 Termination Bv The Contractor:
to Department. of its continuing ability and willingness to futfill its obligations under the
Agreement: i. Entry olan order tbr relief under Title I I olthe United States Code: ii. The
making by Contractor ol a general assignment for the beneflt ol creditors: iii. The
appointment ol a general receiver or trustee in bankruptcy of Contractor's business or
properf-y"i and/or iv. An action by Contractor under an) state insolvency or similar law fbr
the purpose of its bankruptcy, reorganization. or liquidation: or
(7) IfContractor or its Suretylies) do(es) not cure such failure within seven (7) calendar
dals from receipt of notification. or sooner if consideration of saf'et1' to persons is
involved, or ilContractor or its Surety(ies) tails to provide satisi-actory evidence that such
default rlill be corrected. Cir""* may. without lurther notice to Contractor. terminate in
whole or in part Contractor's right to proceed with work by written notice and prosecute
the Work to completion bl Agreement or b1.an1 other method deemed expedient. Citl'
ma-v take possession ofand utilize any materials, plant. tools. equipment. and property of
anl kind fumished by Contractor and necessar]'to complete the Work.
(8) Contractor. and its sureties, shall be liable. jointll' and severally. to City for all costs
in excess ol the Agreement price for such terminated work reasonably and necessarily
incuned in the completion of the Work. as adjusted by Change Orders, if any, including
cost of administration of any Agreement awarded to others lor completion. plus Liquidated
Damages.
(9) The commitment of any material breach olthis Agreement by Contractor, including
failure to time[1' deliver a material delir,erable. failure to perform the minimal Ievel of
services required for a deliverable. discontinuance ofthe performance ofthe work, failure
to resume uork that has been discontinued uithin a reasonable time after notice to do so.
or abandonment ofthe Agreement; or
(10) Failure to abide by any statutory. regulatory, or licensing requirement, including
an entn of an order revoking the certificate ol authoritl granted to the Contractor b1, a
state or other licensing authorityl or
(l l) Failure to pay any and all entities. individuals. and fumishing labor or materials. or
failure to make payment to any other entities as required by this Agreementl or
(12) Failure to maintain the insurance required by this Agreement.
28.iUpon termination fbr de f-ault. Contractor shall :
(a) immediately discontinue work on the date and to the extent specified inthe notice
and place no further purchase orders or subcontracts to the extent that they relate to the
performance of work terminated:
(b) inventory, maintain and tum over to City all materials, plant. tools. equipment.
and propert,"-' lumished by Contractor or provided bl Cit-r'for perfbrmance of w.ork:
(c) promptly obtain cancellation upon tems satist'actory to Cit1, of all purchase
orders. subcontracts. rentals. or anv other agreements existing lbr pertbrmance of the
39
terminated work or assign those agreements to City as directed:
(d) cooperate with Ciry in the transf-er of information and disposition of uork in
progress so as to mitigate damages:
(e) comply with other reasonable requests tiom Ciry" regarding the terminated work;
and
(t) continue to perform in accordance with all of the terms and conditions of the
Agreement such portion of work that is not terminated.
(g) When the Citv terminates the Agreement. the Contractor shall not be entitled to
receive any further payment until the Work is completed and approved by the Engineer ol
Record.
(h) All damages, costs and charges incurred by Citl' shalt be deducted tiom an",--
monies due or which may become due to Contractor. In case the damages and expenses
so incuned b1' Citl shall exceed the unpaid balance. then Contractor shall be liable and
shall pay to Cib" the amount of such excess.
28 1 If. after Notice of Termination or Suspension of Contractor's right to proceed. it is
determined for any reason that Contractor was not in default. the rights and obligations of
City and Contractor shalt be the same as il the Notice of Termination had not been issued.
pursuant to the Termination for Conlenience clause as set lorth belo$.
28.5Termination Br The Citr For Conrenience
The Agreement ma1' be terminated tbr convenience by Citl upon fifteen ( l5 ) da) s' advance
r.vritten notice to Contractor and the Contractor's surety. ifany (delivered by certifled mail. retum
receipt requested) of intent to terminate and the date on which such termination becomes
et'fective. In such case. the Contractor shall be paid fbr all acceptable work performed prior to
termination and shall not be entitled to any other costs. fees or pal ments. City may. at its oprion
and convenience. terminate the Agreement. in whole or in part. at any time bl written notice
thereof to Contractor. u'hether or not Contractor is in default. Upon anl such temrination.
Contractor hereby waives any claims for damages tiom the termination. including. without
limiting the generality thereoL loss of anticipated profits on Work not performed on account
thereof. home office overhead. lost bonding capacity. and consequential damages. As the sole
right and remedy of Contractor. City shall pay Contractor in accordance with Subparagraphs
belorv: provided. horvever. that those protisions of the Agreement. which b1' their very nature
survive flnal acceptance under the Agreement, shall remain in lull fbrce and ettbct afier such
termination
(a) Upon receipt ofany such notice, Contractor and its Surety shall. unless the notice requires
otherwise;
(b) Immediately discontinue work on the date and to the extent specified
in the notice.
40
(c) Place no further orders or subcontracts for materials, senices. or f'acilities, other than as
may be necessary or required tbr completion ofsuch portion ofwork under the Agreement
that is not terminated:
(d) Promptly make every reasonable effort to obtain cancellation upon terms satisfactory to
Ciry* of att orders and subcontracts to the extent thel' relate to the performance of uork
terminated;
(e) If requested by the Citl in writing. assign to the Ci!v, atl right. tirle and interest ofthe
Contractor under the subcontracts terminated. Such Assignment shall not include
assumption ofContractor's obligations or liabilities under an1' subcontract. The City shalt
have the right (but not the obligation) to assume the Contractor's obligations under any
subcontracts assigned. Neither this paragraph or any assignment ol subcontracts. shall
constitute the City's assumption of Contractor's or other obligations under any such
subcontract absent a written document executed by the City andthe subcontractor in which
the Cify" expressly acknowledges an assumption ofContractor's obligations, and then only
to the extent specified. In no event u.itl the Ciqv assume any obligation ofthe Contractor
under the subcontracts that arise out of or relate to Contractor's def'ault prior to such
assignment:
(f) The Contractor shall include in all subcontracts, equipment leases and purchase orders, a
provision requiring the subcontractor. equipment lessor. or supplier. to consent to the
assignment oftheir subcontract or purchase order to the City:
(g) Assist Cir""". as specifically requested in uriting. in the maintenance. protection and
disposition ofproperty acquired by City under the Agreement; and,
(h) Complete performance of an1' uork that is not terminated.
(i) Upon any such termination, City will pay to Contractor an amount determined in
accordance uith the following (uithout duplication of an) item):
0 ) All amounts due and not previously paid to Contractor for work completed in accordance
u'ith the Agreement prior to such notice. and for work thereafter completed as specified
in such notice.
(k) The reasonable cost of settling and paying claims arising out ofthe termination ofwork
under subcontracts or orders.
(l) The verifiable costs incurred prior to notice oftermination.
(m) An1'other reasonable costs which can be verified to be incidental to such termination of
Work. including demobilization costs.
(n) In the case of such termination for City's convenience. Contractor shall be entitled to
receive payment for Work actually executed, and verifiable costs incurred by reason of
such termination. along with an amount not to exceed ten (10) percent fbr profit and
overhead on such verifiable costs incurred.
.+1
(o) The City's Termination fbr Convenience shall be u'ithout u'aiver or prejudice to. all of the
City's claims. rights and remedies arising out ol or related to any detault. breach ol
Agreement. damages or other claims the City mal have against Contractor. or Contractor's
subcontractors. material suppliers ofany tier, or any other person or entit)' at the time of
termination or arising thereafter.
(p) Contractor hereby acknowledges acceptance of the risk and cost of the fbregoing and
acknowledges and agrees to the foregoing limitation on Contractor's claims or damages
arising out ot, or relating to, a termination for convenience by the City.
(q) Contractor shall submit within 30 calendar days ailer receipt ofnotice of Termination, for
Convenience. a written proposal for payment. including all incurred costs and other
entitlements described herein. City shall review. analyze, and verily such proposal. and
negotiate an equitable adjustment. and the Agreement shall be amended in uriting
accordingly.
The City may order the Contractor in writing to suspend. delay or interrupt the Work. in ra'hole
or in part fbr such period of time as deemed necessary by the Cit-v. il the Contractor fhils to
maintain all insurance Coverage required by the Agreement Documents. Any', delal in the Work
caused by a lapse in Coverage shall be deemed non-excusable. shall not be grounds tbr a timc
extension. and shall be subject to an) other applicable provisions in the Agreement and
Agreement f)ocuments conceming Contractor delay.
(A) The Cir,v- may, without cause, order the Contractor in writing to suspend. delay or
interrupt the Work in whole or in part. tbr such period of time as the City'may determine. and the
Contractor shall be entitled to an appropriate time extension, provided the suspension delays the
critical path of the Work.
(B) If such suspension exceeds thirty (30) consecutive days. Contractor maY also be
entitled to an adjustment in the Agreement Sum for increases in the cost ol'perfbrmance ofthe
Agreement resulting directl_v lrom the suspension. delay. or intenuption. including reasonable
profit on such increased cost: provided houever. that no adjustment uill be made to the extent:
(l ) that performance is. was. or would have been so suspended delayed. or
interrupted by another cause lbr *'hich Contractor is responsible;
(.2) that Contractor lails to adequately document the cost increasei
(3) that the Contractor would have incurred the cost increase regardless ofthe
suspension. delay. or intemrption- or
.il
29. Suspension B.v-' The Citv For Cause
30. Suspension By The City For Convenience
(4) that an equitable adjustment is made or denied under another provision of
the Agreement or Agreement Documents.
31 . 'I'ermination lbr Cause
If the Contractor fails to provide the services or shall in any other manner commit a breach of the
agreement and iails to remedy' the same within 30 calendar days after receipt of uritten notice
lrom the City, the City may terminate the agreement, without any tu(her notice to the Contractor.
City representatives w'ill revieu, the construction sen'ices periodicalll' to assure that the
requirements olthe agreement are being met. If any work is unsatisfactory, the Contractor shall
be contacted. and the discrepancies corrected at no additional cost to the Ciry'. Ildeficiencies are
not corrected within five (5) working days. the City may, at its option, perfbrm the required
sen'ices or contract to have them performed and deduct the cost ol those sen,ices from the
agreement cost.
3lA. Receipt C)f Notice Of I ermination Or Suspension
Upon receipt of Notice of Termination or suspension, Contractor shall deliver or otherwise make
available to Cif",- atl data. drawings. specifications. reports. estimates, summaries and such other
information as may hal'e been required by the Agreement or Agreement Documents. whether
completed or in process. Upon receipt of any such written notice. Contractor shall. unless the
notice requires otherwise:
(a) immediately discontinue work on the date and to the extent specified
in the notice;
(b) place no further orders or subcontracts for material, services, or facilities with respect
to suspended work other than to the extent required in the notice;
(c) promptly make every reasonable efTort to obtain suspension, upon terms satisthctory
to City. oi all orders, subcontracts and rental agreements to the extent they relate to
performance of work suspended;
(d) continue to protect and maintain the Work including those portions on which work
has been suspended, and
(e) take an) other reasonable steps to minimize costs associated with such suspension.
ln addition to all amounts that would otherwise be due for Work performed prior to the
suspension, as compensation fbr such suspension. Contractor will be reimbursed for the follor.r ing
verifiable costs (without profit) and without duplication ofany item. to the extent that such costs
directly result from such suspension ofwork:
(a) standby charge to be paid to Contractor during the period ofsuspension ofuork
which standby charge shall be sufficient to compensate Contractor for keeping, to the
extent required in the notice. its organization and equipment committed to the Work in a
standby status:
(b) AII reasonable costs associated with mobilization and demobilization of
Contractor's plant. forces and equipment; and
-+-l
(c) An equitable amount to reimburse Contractor lbr the cost of maintaining and
protecting that portion ofthe Work upon which work has been suspended.
32. Ownership of Documents. All co rrespondence. studies. data, analyses, documents.
instruments. applications. memorandums and the like. including drawings and specilications
prepared or iurnished by Contractor (and any Subcontractor) pursuant to this Agreement shall
become owned by and be the property of the Ciry' and the Ciq' shall consequently obtain
ownership of them by- any statutory law or common law and other reserved rights, including
copyright: however, such documents are not intended or represented by Contractor to be suitable
tbr reuse by City on extensions of the work or on any other work or project. Any such reuse.
modiflcation or adaptation of such document without written veritlcation or permission by
Contractor fbr the specific purpose intended u'ill be at Cit)'s sole risk and without liabilit_'- or
legal exposure to Contractor or to any Subcontractors. If City alters any such documents. City
uill expressll' acknouledge same so that no third pag uill be in doubt as to the creation or
origination of any such document.
33. Force Majeure. Under any and all provisions of this Agreement, neither the City nor
Contractor. as the case may be. will be considered in breach of or in default of any ol their
respective non-monetary and monetary obligations under the Agreement as a result of an
unavoidable delay due to strikes. lockouts. acts ofGod. inability to obtain labor or materials. riot.
war. hurricane. tomado. \reather related events or conditions. pandemics, epidemics. shutdou'ns
due to govemment restrictions. utility company delays. or other similar causes beyond the
commercialll reasonable control ofa party' (in each case. an event of"Force Majeure"). Upon
the occurrence of a Force Majeure, the applicable time-period will be extended for each dav of
the period of the Force Majeure event.
34. Remedies Cumulatir.'e. Wairer. The ri ghts and remedies olthe parties to this Agreement.
whether provided by law or by this Agreement, are intended to be cumulative and concurrent.
The exercise b"v either party of any one or more of its remedies will not preclude the exercise by
a party. at the same or dift-erent times, ofany other remedies for the same detault or breach. or ol
any of its remedies tbr any other default or breach by the other party. The waiver by a pag'of
any delault or Event of Default under this Agreement will not extend to or af-fect an1 other e\ isting
or subsequent Event of Detault. or impair any rights. powers, or remedies ofa party in connection
r,,ith any other delault or Event of Detault. A partl's delal' or omission in esercising an1 right.
power or remedy will not be construed as a waiver ofany delault or Event of Default or constitute
acquiescence to the default.
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35. Notices. Except as provided above. n'henever either party desires to give notice to the
other. it must be given by written notice. sent by certifled U.S. mail, with retum receipt requested.
addressed to the part_y lor ra'hom it is intended. at the place last specified and the place for giving
of notice in compliance n'ith the provisions of this paragraph. For the present. the parties
designate the lollowing as the respective persons and places tbr giving of notice:
Cit)Ana M. Garcia. ICMA-CM. Cin Manaser
City ol Dania Beach, Florida
100 West Dania Beach Boulevard
Dania Beach. Florida 33004
With a copy to Eve A. Boutsis City Attomey
Ciry' of Dania Beach
100 West Dania Beach Boulevard
Dania Beach. Florida 33004
Contractor
36. Goveming Lau. The parties agree that this Agreement shall be construed in accordance
with and govemed by the laws of the State of Florida.
37. Bankrupto..lt is agreed upon that if the Contractor is adjudged bankrupt. either
voluntarily or involuntarily, then this Agreement shall terminate efl'ective upon the date and at
the time the bankruptcy petition is filed. Upon such filing of Bankruptcy. Contractor u,ill
automaticall! be in def'ault of this Agreement and the provisions of Article 9 uill be enforced at
Cit_v's discretion.
38.1 Claims And Disputes
A. The responsibility to substantiate a Claim shall rest with the party making the
Claim. All Claims must be made in writing and addressed to the City and the Contractor.
B. Process lbr Resolving a Claim. The Contractor shall review the Claim and make a
recommendation to the City. The City shall render a final decision regarding the Claim. A
decision b1' the City' shall be required as a condition precedent to litigation of a Claim
betw'een the Contractor and Citl' as to all such matters arising prior to the date final
payment is due. regardless ot-: 1) whether such matters relate to execution and progress
of the Work: or 2) the extent to which the Work has been completed.
l5
Juan C. Maggi
TECHGROPUONE. INC
8504 NW 66s Street-
Miami. FL 33166
-3 8. Dispute Resolution
C. Time Limits on Claims. Claims b v the Contractor must be made rvithin thirty (30)da-vs
afier occurrence of the event giving rise to such Claim or within thirty (30) days alter the
claimant flrst recognizes the condition giving rise to the Claim. whichever is later. Claims
by the Contractor or its respective subcontractors must be made by rvritten notice to the
Cit1. An additional Claim made after the initial Claim has been implemented by Change
Order will not be considered unless submitted in a timelv manner.
D. Continuins Agreement Pertbrmance. Pending tinal resolution ol'a Claim. unless
otheru,ise agreed in writing, the Contractor shall proceed diligently'with performance of
the Agreement and the Citl shall continue to make pavments in accordance rvith the
Agreement Documents.
E. Claims fbr Concealed or Unlnown Conditions. [f conditions are encountered at the
Project site qhich are: l) subsurface or othemise concealed phl sical conditions uhich
dilfer materially from those indicated in the Agreement Documentsi or 2) unknow'n
physical conditions ol an unusual nature. which difl'er materially lrom those ordinarily
fbund to exist in the locale ofthe Project site and generally not recognized as inherent in
construction activities of the character provided tbr in the Agreement Documents, then
notice b) the observing party shall be given to the other party promptly befbre conditions
are disturbed and in no event later than twenty-one (21 ) days after first observance ofthe
conditions. The Contractor shall promptlf investigate such conditions and. if thel differ
materialll and cause an increase or decrease in the Contractor's cost of, or time required
tbr. perlbrmance of any part olthe Work, Contractor shall recommend to the Consultant"
uith the City's approval, an equitable adjustment in the Agreement Sum. Agreement
Time. or both. If the Consultant{etermines that the conditions at the Project site are not
materially ditferent fiom those indicated in the Agreement Documents and that no change
in the terms ol the Agreement is justified. the Consultant shall so noti!' the City and
Contractor in uriting. stating the reasons. Claims by either part-v in opposition to such
determination must be made within twenty-one (21) days after the Consultant has given
notice of the decision. lfthe Consultant and Contractor cannot agree on an adjustment in
the Agreement Sum or Agreement Time. the adjustment shall be ref-erred to the City'tbr
llnal determination.
F. Claims fbr Additional Cost. [f the Contractor wishes to make Clain fbr an increase in
the Agreement Sum. uritten notice as provided in these Conditions shall be given before
proceeding to execute the Work. Prior notice is not required lor Claims relating to an
emergencv endangering life or property arising under Paragraph 10.3. If the Consultant
believes additional cost is in!'olved for reasons including but not limited to: I ) a written
interpretation from the Contractor:2) an order by the Citl to stop the Work where the
Contractor was not at f'autt; 3) a written order for a minor change in the Work issued by
the Contractor: 4) failure of payment by the Cir,,-: 5) termination of the Agreement by the
Citl: or 6) Ciry''s suspension of Work. then the Claim shall be tlled in accordance uith the
procedure established in this Agreement.
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G. Clainrs lbr Additional Time.
l. li the Contractor u'ishes to make Claim fbr an increase in the Agreement Time.
w'ritten notice as provided in these Conditions shall be given. The Contractor's Claim
shall include an estimate of cost and a probable eft-ect oldelay on progress of the Work. In
the case ola continuing delay. only one Claim is necessary.
2. Il adverse weather conditions are the basis tbr a Claim for additional time. such
Claim shall be documented by data substantiating that weather conditions rl'ere abnormal
tbr the period of time and could not have been reasonabll- anticipated" and that weather
conditions had an adverse eiltct on the scheduled construction.
H.Iniun or Damase to Person or Pro nefiv lf either partl to the Agreement suf-fers
injury or damage to person or property because ofan act or omission ofthe other part)'.
or any olthe other party's employees or agents, or of others fbr whose acts such parfy is
legally liable, written notice ol such injury or damage, whether or not insured. shall be
given to the other pa(y n'ithin a reasonable time not exceeding twentl'-one (21 ) days after
tirst obsen'ance of the injury or damage. The notice shall provide sufficient detail to
enable the other party to investigate the matter.
A. The Contractor shall review Claims and take one or more of the following preliminary
actions 'v\,ithin ten day's of receipt ola Claim: l) request additional supporting data from
the claimant: 2) submit a schedule to the parties indicating when the Contractor expects
to take action: or 3) suggest a oompromise. The Consultant may, at the City's direction.
notii the sure['. il any. of the nature and amount of the Claim. The Contractor shall
notifl the City or the Claimant. The Citl shall make the llnal determination oluhether
to pay or dispute the Contractor's Claim.
B. Il a Claim has been resolved. the Conlractor shall prepare or obtain appropriate
documentation.
C. lla Claim has not been resolved. the party making the Claim shall. within ten days
( l0) ailer the Contractor preliminary response. take one or more ofthe fbllou'ing actions:
I ) submit additional supporting data requested by the Contractor: 2) modify the initial
Claim; or 3) noti& the Contractor that the initial Claim remains valid.
D. The Contractor shall notily the parties in u'riting of the City's decision u'ithin seven
days of receipt of': I ) additional supporting data; 2) a request to modify the initial Claiml
or 3) that the initial Claim stands and the City's decision shall be final and binding on the
parties but subject to revieu by a court of competent jurisdiction. The Contractor shall
prepare or obtain appropriate documentation regarding the Claim. Il there is a surety and
there appears to be a possibility ofa Contractor's default. the Contractor_may, at the Cit]'s
direction. but is not obligated to. notif)' the suret! and request the suret)'s assistance in
resolving the controversy.
17
38.2 Resolution Of Claims And Disputes
38.3 All claims. counterclaims, disputes and other matters in question between City and
Contractor arising out of. relating to or pertaining to this Agreement. the breach of it. the services
of it. or the standard of performance required in it. shall be addressed by resort to non-binding
mediation as authorized under the laws and rules of Florida: provided. however. that in the event
of any dispute betw'een the parties, the parties agree to first negotiate with each other for a
resolution ofthe matter or matters in dispute and, upon f'ailure ofsuch negotiations to resolve the
dispute. the parties shall resort to mediation.
39.1 If mediation is unsuccessful. anl.such matter ma! be determined b1 Iitigation in a court
of competent jurisdiction in Broward County. Florida. or the Federal District Court ol the
Southem District of Florida and appropriate appellate courts fbr such venue and jurisdiction. To
be clear. should mediation fail, all claims, counterclaims, disputes and other matters in question
betu'een Ciry'and Contractor arising out ol. relating to or pertaining to this Agreement. or the
breach of it. or the sen'ices of it. or the standard of pertbrmance required in it. shall be addressed
by resort to non-binding mediation as authorized under the laws and rules of Florida. IN ANY
LITIGATION THE PARTIES AGREE TO EACH WAIVE ,{NY TRIAL BY.ITIRY OF
AN\-A\I) .{LL ISST'ES. T}IE PARTIES T:NDERSTA\D .I\D A(;REE THAT THIS
39.2 Operations During Dispute. In the event that a dispute arises between the City and the
Contractor relating to this Agreement. or its performance or compensation. the Contractor agrees
to continue to render services in tull compliance with all terms and conditions of this Agreement
as required by the City.
40. Leeal Representation. It is acknowle dged that each partl' to this Agreement had the
opportunity to be represented by counsel in the preparation of this Agreement
41. Prerailinq Part\'s Attom er s' Fees. If either pary' institutes legal proceedings in connection
with the Agreement. the prevailing party will be entitled to recover its costs of suit. including
without limitation, its Attorneys' Fees.
42. Headinss. Headings in this document are for convenience of reference only and are not to
be considered in any interpretation of this Agreement.
14. Severability. If any provision of this Agreemenl or the application ol it to any person or
situation shall to any' extent be held invalid or unenforceable. the remainder of this Agreement.
and the application olsuch pror isions to persons or situations other than those as to which it shall
have been held invalid or rmenfbrceable. shall not be afl-ected. shall continue in full lbrce and
ef-fect. and shall be enfbrced to the fullest extent permitted by law.
48
19. Vcnue: Fees.
WAIVER IS A MATERIAL AGREEMENT TERM.
43. Exhibits. Each exhibit ret'erred to in this Agreement lbrms an essential part of this
Agreement and each such exhibit is incorporated by this reference.
45. All Prior Asree ments Superseded. This document inco rporates and includes all prior
negotiations, correspondence, conversations. agreements and understandings applicable to the
matters contained in this Agreement and the parties agree that there are no commitments.
agreements or understandings conceming the subject matter of this Agreement that are not
contained in this document. Accordingly. it is agreed that no deviation from the terms of this
Agreement shall be predicated upon any prior representations or agreements. whether oral or
written.
46. Independent Contractors. Contractor. any Subcontractors and their respective emplol'ees
and agents shall be and remain independent Contractors and not employees of Citl u'ith respect
to allolthe acts and services performed under the terms ofthis Agreement. This Agreement shall
not in anv wav be construed to create a partnership. association or any other kind ol joint
undertaking. enterprise or venture between the parties to this Agreement. All agents. emplol'ees
and Subcontractors ot the Contractor retained to perfbrm services pursuant to this Agreement
shall comply with all laws of the United States conceming work eligibilitl'.
47. The Contractor understands and agrees that the City, during any fiscal year. is not authorized
to expend money. incur any liability, or enter into any Agreement which, by its terms. involves
the expenditure ol mone;-- in excess of the amounts budgeted as available fbr expenditure during
such tiscal year and that any Agreement, verbal or r.lritten, made in violation of this subsection is
null and void and that consequently. no money may be paid on such
Agreement beyond such limits. Nothing contained in this Agreement shall prevent the making
of contracts tbr periods exceeding one (l ) 1'ear, but an1' Agreement so made shall be executory
only fbr the value ofthe services to be rendered or agreed to be paid for in succeeding fiscal years.
Contractor shall not proceed with services under this Agreement without City's written
leritlcation that the lunds necessary lbr Contractor compensation and other necessan
expenditures are budgeted as available within the appropriate fiscal year budget.
49. Contractor shall comply with all federal, state and City laws applicable to the Contractor
services and specifically those covering Equal Oppo(unit_v Employment. the Americans w'ith
Disabilities Act ("ADA") eligibilitl to perform senices as specified in the Florida Public Entity
Crime law and the Florida Building Code. -fhe Contractor is expected to fully comply with all
provisions ofall laws and the City reserves the right to verify the Contractor's compliance with
them. Failure to comply' rvith an1' laws will be grounds fbr termination of the Agreement lor
cause.
-19
48. Contractor rarrants and represents that no elected official. offlcer. agent or employ-ee of
the Citl- has a tinancial interest, directly or indirectly. in this Agreement or the compensation to
be paid under it and, further, that no City employee who acts in the City of Dania Beach as a
"purchasing agent" as defined in Chapter ll2. Florida Statutes. nor any' elected or appointed
officer of the City- of Dania Beach. nor anv spouse or child of such purchasing agent. emplo) ee
or elected or appointed officer, is a partner, officer. director or proprietor of the Contractor and,
further. that no such City employ'ee. purchasing agent. Cit-v elected or appointed officer. or the
spouse or child ofany of them. alone or in combination. has a material interest in the Contractor.
Material interest means direct or indirect ownership of more than five percent (5%o) ofthe total
assets or capital stock of the Contractor.
50. In the event ofany conflict between any provisions of this Agreement and any pror,ision
in an1' attached Exhibit. the parties agree that the provisions of this Agreement are controlling
(including. but not limited to. all terms and provisions goveming compensation). Further. an1
prior Agreement related to the senices is rescinded and replaced by this Agreement.
51. Contractor agrees to perform its obligations under this Agreement in accordance with the
degree of skill and care exercised by multimedia Contractors pertbrming similar services under
similar conditions. Contractor makes no other representations and no warranties. whether express
or implied. with respect to the qualit) of its pertbrmance under this Agreement.
52. Sovereign Immunitv. Contractor acknowle dges that the Florida Doctrine on Sovereign
Immunitl' bars all claims b1 Contractor against the Citl other than claims arising out ol this
Agreement. Specifically-, the Contractor acknowledges that it cannot and will not assert anv
claims against the City, unless the claim is based upon a breach by the City of this Agreement.
Further. the Contractor recognizes the Citv is a sovereign w'ith regulatory authorit)' that it
exercises tbr the health. saf'ety. and weltare oi the public. This Agreement in no u'ay estops or
aff'ects the City's exercise of that regulatory authority. In addition. the City retains the lull extent
of its sovereign immunitf in relation to the exercise of its regulatory authorit). The Contractor
acknonledges that it has no right and will not make claim based upon anv ofthe tbllouing:
A. Claims based upon any alleged breach by the City' ol implied r,"'arranties for
representations not specifically set forth in this Agreement. as the parties stipulate that
there are no such implied Earranties or representations olthe Contractor. All obligations
of the parties are only as set fbrth in this Agreement:
Claims based upon negligence or an]'tort arising out of this Agreement:
Claims upon alleged acts or inaction by the City, its commissioners. attome) s.
administrators. Contractors, agents. or any Contractor employee:
I)Claims based upon an alleged waiver of any of the terms olthis Agreement unless
such waiver is in writing and signed by an authorized representative tbr the Citv
and Contractor.
53. Financial records. The Contractor shall maintain accurate and com plete financial records
of its activities and operations relating to this Agreement in accordance r.vith generalll' accepted
accounting principles. Contractor shall maintain adequate records tojustif all charges and costs
incurred in performing the sen'ices lbr at least three (3 ) years after completion olthis Agreement.
Contractor agrees that the City. or its authorized representatives, shall have access to and the right
to examine. audit. excerpt. copy or transcribe an) pertinent transaction. actiriN. or records
relating to this Agreement during normal business hours. AII such materials shall be maintained
by Contractor at a location in Broward Counti,, Florida: provided that if any such material is
located outside Broward County. then. at the Citl''s option the City shall pay Contractor fbr travel.
per diem. and other costs incurred by Contractor to examine. audit. excerpt. copl' or transcribe
B
C
50
such material at such other location. The Cit-v shall make a reasonable effort to maintain the
confidentiality of such audit report( s).
54. Scrutinized Com es. Contractor shall certi Ii that it is not on the Scrutinized Companies
that Bo-ycott Israel List created pursuant to Section 215.4725, Florida Statutes (2018), and that it
is not engaged in a boycott of Israel. The Citv may terminate this Agreement at the Citv's oprion
if Contractor is found to have submitted a false certification as provided under subsection (5) ol
section 287.135, Florida Statutes (2018), as ma,v be amended or revised, or been placed on the
Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725. Florida
Statutes (201 8), as may be amended or revised. or is engaged in a boycott of lsrael.
55. Verification of Employment Elieibilitv. Contractor represents that Contractor and each
Subcontractor has registered w-ith and uses the E-Veriry system maintained by the United States
Department of Homeland Security to veriS the work authorization status of all newly hired
employees in compliance with the requirements of Section 448.095, Florida Statutes, and that
entry into this Agreement will not violate that statute. If Contractor violates this section,
Municipality may immediately terminate this Agreement for cause and Contractor shall be liable
lbr all costs incurred by Municipality due to the termination.
57. Time is of the Essence. Time is of the essence in the performance of all obligations ofeach
party under this Agreement
58. No Partnership or Joint Venture It is mutually understood and agreed that nothing contained
in this Agreement is intended or is to be construed in any manner or under any circumstances
whatsoever as creating or establishing the relationship of co-partners or creating or establishing
the relationship olajoint venture between the City and Contractor, or as constituting Contractor
as the agent or representative of the City for any purpose or in any manner whatsoever.
59. Recordingr Documentary Stamps. A memorandum of this A greement. in the form attached
as Exhibit H, will be recorded by the City in the Public Records of Broward County, Florida. The
cost of recording. and the cost of anv required documentary stamps, w-ill be paid in full by the
City. The parties will cooperate in structuring the transactions contemplated by this Agreement
to reduce such costs. prol'ided the structure does not have any adverse consequence for the City.
5l
56. Successors And Assisns. The City and the Contractor eaoh binds itsell its officers,
directors. qualilying agents. pafiners, successors, assigns and legal representatives to the other
party hereto and to the paftners. successors. assigns and legal representatives ofsuch other partv
in respect to alI covenants. agreements and obligations contained in the Agreement. Contractor
shall not assign. transfer, convey or otherw'ise hypothecate the Agreement or its right. title or
interest in or to the same or any part thereof, or allor.l'legal action to be brought in its name for
the benelit of others" without previous written consent of the Citv, and concurred with by the
Contractor's Surety. Contractor acknowledges that the City has entered into this Agreement
with Contractor after a comprehensive competitive award process, and evaluation of
Contractor's particular qualifications and skills to perlorm the Work. Therefore, Contractor
agrees that the City may withhold the consent to assignrnent referred to herein lbr any reason
the City deems appropriate. in its sole and exclusive discretion.
60. Goveming Law. This A greement w.ill be govemed by the laws of the State of Florida. This
Agreement is subject to and must comply with the Charter and Citl Code of the Citv of Dania
Beach, as thel exist on the date of execution of the Agreement. Any conflicts between this
Agreement and the Charler and City Code u'ill be resolved in lavor olthe City's Charter. Venue
lbr anv disputes arising out olthis Agreement and for any actions involving the enlorcement or
interpretation of this Agreement witl be in the State courts ofthe l71h Judicial Circuit of Broward
County, Florida.
61. Third Party Beneficiaries. Neither Contractor nor City intend to directly or substantially
benefit a third party by this Agreement. Therefore, the parties agree that there are no third party'
benetlciaries to this Agreement and that no third party shall be entitled to assert a claim against
either ofthem based upon this Agreement.
62. Nesotiated Agreement. Both parties have substantiall.v contributed to the drafting and
negotiation of this Agreement and this Agreement shall not. solely as a matter of judicial
construction, be construed more severely against one ofthe parties than an) other. The parties
hereto acknou'ledge that they have thoroughly read this Agreement. including all exhibits and
attachments hereto, and have sought and received whatel'er competent advice and counsel was
necessary for them to form a full and complete understanding ofall rights and obligations herein.
63. lncorporation by Reference. The truth and accurac y ol each "Recital" clause set forth
above is acknowledged by the parties. The attached Exhibits to this Agreement are incorporated
into and made a part ofthis Agreement and all exhibits subsequently attached to this Agreement
pursuant to the terms hereof shall be deemed incorporated into and made a part of this
Agreement.
64. Conflicts of Interest: City Representatives not Individuallv Liable. No elected official.
representative. or employee of the City has any personal interest, direct or indirect. in this
Agreement. No elected official, representative or employee will participate in anv decision
relating to this Agreement which aff'ects his or her personal interest or the interest of any
corporation. partnership or association in which he or she has an interest, directly or indirectly.
No elected oflficial. representative or employee of the Cir)* will be personally liable to Contractor
or any successor in interest for any amount which may become due to Contractor. for any
obligations olCity under the Agreement, or in the event ofany default or breach by the City.
65. Section. Section headings are for convenience only and do not affect the interpretation of
this Agreement.
66. Counterparts. This A greement may be signed in counterpafis, each one ol which is
considered an original. but all of which constitute one and the same instrument. This Agreement
is effective only after execution and delivery by the parties.
67 . Entire Agreement This Agreement (including the Exhibits) constitutes the sole
agreement of the parties with respect to its subject matter. It supersedes any prior written or oral
agreements or communications between the parties.
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68. Amendments. No amendment to this A greement is binding on either party unless in
writing and signed b.v both parties. The City is not obligated to spend any money or undertake
any obligation in connection with an amendment proposed by Contractor. If Contractor requests
an amendment to the Agreement or any other action by Cit1. Contractor must reimburse City for
all third-party costs incurred by City (including but not limited to costs ofthird-party consultants
and attomeys). Before the City takes action regarding any request, Contractor must deposit with
the City the estimated amount of third-party costs. as reasonably determined by the City.
69. Holidavs. The parties agree that whenever a notice or performance due under the
Agreement falls on a Saturday. Sunday or on a legal holiday recognized by the City. the notice
or performance will be postponed to the nert following business day.
70. Other govemmental entities may elect to purchase the goods and sen ices specified in this
Agreement. which shall be made available upon the same terms and conditions as those specified
in this Agreement.
71. Survival. A termination olthe Agreement n'ill not release Contractor from its obligation
to indemnifi Citl lbr any acts *.hich occurred prior to the termination of the Agreement, unless
otherwise agreed upon by City and Contractor or by judicial decree. Upon termination or
expiration ofthis Agreement, the Contractor shall remain liable for all obligations and liabilities
that have accrued prior to the date of termination or expiration, unless relieved ofsuch obligation
or liabiliqr b"v action of a court or rule of law.
SIGNATURES ON THE FOLLOWING PAGES
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IN WITNESS OF THE FOREGOING, the parlies have set their hand and seal the day
and year first written above.
ATTEST:CITY OF DANIA BEACH, FLORIDA,
a Florida municipal corporation
ELORA RIERA. MMC
CITY CLERK
APPROVED AS TO FORM
AND CORRECTNESS
JOYCE L. DAVIS
MAYOR
ANA M. GARCIA. ICMA-CM
CITY MANAGER
EVE A. BOUTSIS
CITY ATTORNEY
5.+
CONTRA('T()R:
I I:('t l(iltOt ll'}ONli. l\(WITNESSES:
PRINT Name
SIGNATLIRE
PRI\T Name
STATE OF FLORIDA)
COLINTY ()I MIAMI-DADE,)
or
produced
SIGNATT:RE
PRINT Name
Title
Date:
The tbregoing instrunlent uas acknouledgsd betbre me b\ means of n phl sical presence
online notanzatlon.on b1
. He/she is personally known to me or has
as identification.
NI1 Commission I-.rpires Notary Public. State of Florida
Print Name
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SIGNATLTRE
tr