Exhibit_B_-_Draft_Contract.docx

Exhibit B – Construction Contract

CONSTRUCTION CONTRACT

This Contract (the “Contract”) is dated as of the XX day of XXXXX 20XX by and between the City of Doral (hereinafter called the “CITY”) and XX Company (hereinafter called “CONTRACTOR”) located at: XX CITY and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows:

Article 1 – WORK

1.1 Project/Work: CONTRACTOR shall complete all Work as specified or indicated in the Contract Documents, which is hereinafter defined to mean this Contract, ITB No. 2026-XX Doral Government Center 3rd Floor Renovation - Existing City Manager’s and Finance Department Office Areas Renovation (“ITB”), attached hereto as Exhibit “A”, and the various documents set forth in Article 8 below.

Article 2 – CITY’S REPRESENTATIVE, ARCHITECT AND ENGINEER

2.1 It is understood that the CITY will designate a representative for the Work. The CITY’S REPRESENTATIVE referred to in any of the Contract Documents designated herein is Lazaro Quintero, Capital Improvements Division Chief, at City of Doral Government Center, 8401 NW 53rd Terrace Doral, Florida 33166.

2.2 The CITY’s ENGINEER referred to in any of the Contract Documents is hereby designated to be CHA, Inc., 8935 NW 35th Lane, Doral, FL 33172 for the design of City Manager’s and Finance Department Office Areas on the 3rd floor of the City of Doral Government Center or such other individual designated by the City.

Article 3 – TERM

3.1 Contract Times. The Work shall be substantially completed within xxx (xx) calendar days after the date specified in the Notice to Proceed (“Substantial Completion”), and completed and ready for final payment in accordance with the Contract Documents within xxx (xx) calendar days after the date specified in the Notice to Proceed (“Final Completion”). No extension of time will be given unless previously provided by Change Order. Liquidated damages will be assessed for each calendar day for which completion of the Work is delayed as set forth in Section 3.4.

3.2 Term. This Contract shall not be effective until it is fully executed between the CITY and the CONTRACTOR. The term of the Contract shall be through the date of final payment unless terminated earlier pursuant to the ITB, or otherwise agreed upon between the parties.

3.3 Survival of Obligations. Any obligations by the CONTRACTOR, including but not limited to those set forth in the ITB, that would or could occur after the date of expiration or termination of the Contract shall survive the termination or expiration of the Contract.

3.4 Liquidated Damages. CITY and CONTRACTOR recognize that time is of the essence in this Contract and that the CITY will suffer financial loss if the Work is not completed within the contract times specified in Section 3.1 for the Work above, plus any approved extensions thereof allowed in accordance with the ITB. The Contractor acknowledges that delays in completing the Work by the date(s) specified in Article 3.1 will cause the City to sustain substantial damages, including but not limited to loss of use of the third floor of the City Hall, disruption of City operations, administrative costs, additional professional fees, and other consequential damages that are difficult to precisely quantify. Accordingly, instead of requiring any such proof, CITY and CONTRACTOR agree that as liquidated damages for delay (but not as a penalty) CONTRACTOR shall pay CITY $1,665.00 for each calendar day that completion of the Work, or any portion thereof as specified in Article 3.1, is delayed beyond the scheduled Substantial Completion date(s). The Contractor shall be liable for liquidated damages beginning on the first calendar day after the date(s) specified for completion in Article 3.1, as may be adjusted pursuant to the terms of this Agreement. After Final Completion, if CONTRACTOR shall neglect, refuse or fail to complete the remaining Work within the time specified in Section 3.1 for completion and readiness for final payment or any proper extension thereof granted by CITY, CONTRACTOR shall pay CITY $1,665.00 for each calendar day that expires after the time specified in Section 3.1 for completion and readiness for final payment.

3.5 Should the Final Completion and acceptance of Work, together with any modification or additions, be delayed beyond the time for performance set in Section 3.1 above because of lack of performance by the CONTRACTOR, it is understood and agreed that aside from any other liquidated damages, all actual additional costs or losses incurred by the CITY including, but not limited to, completion CONTRACTOR services, financing, professional services, unrealized revenue, will be the responsibility of the CONTRACTOR.

3.6 Monies due to the CITY under Sections 3.4 and 3.5 shall be deducted from any monies due to the CONTRACTOR, or if no money is due or the amount due is insufficient to cover the amount charged the CONTRACTOR shall be liable for said amount.

3.7 The Contractor shall utilize the baseline project schedule, attached hereto as Exhibit “L”, as the basis for preparing and submitting periodic Project Schedule updates for the City’s review and acceptance. The updated Project schedule shall include the following: apportionment of the Work by construction activity; times of commencement and completion of each portion of the Work; the procurement, ordering, and delivery status of all products and materials, including long-lead items that must be ordered in advance of construction activities; critical path, and the occupancy requirements of the Owner.

Article 4 – CONTRACT PRICE

4.1 CITY shall pay CONTRACTOR for completion of the Work in accordance with the Contract Documents and the Contractor’s bid submittal, attached hereto as Exhibit “B”, the amount of XXXX ($XXXXXX).

4.2 In addition to the contract sum referenced in Section 4.1, the CONTRACTOR has been provided with an allowance for permitting costs in the amount of XXXXX ($XXXXX), and a contingency for unforeseen conditions in the amount of XXXXX ($XXXXX). Use of these funds are subject to the CITY’s sole discretion and may only be disbursed upon prior written approval by the CITY.

Permitting allowance. The permitting allowance shall be used solely for costs associated with sub-permit shop drawing review and processing, and for permit revisions that are directly triggered by OWNER requested changes and/or OWNER initiated design modifications. For purposes of this Agreement, “OWNER requested changes” shall mean discretionary modifications initiated by the OWNER that alter the project’s scope, program, or aesthetic intent and “OWNER initiated design modifications” shall mean changes to the permitted construction documents required by the Agency Having Jurisdiction (“AHJ”) arising from code non-compliance, unforeseen site or field conditions, and design errors or omissions after issuance of the applicable permit. The permitting allowance shall not be used for costs arising from the CONTRACTOR’s errors, omissions, coordination failures, or noncompliance with the Contract Documents.

Contingency funds – Contingency funds shall be allocated and used for only those circumstances that are unforeseen, and do not arise out of the negligence, disregard, omission, overt act or fault of the contractor. Use of any contingency funds shall occur only upon written approval by the City.

Any portion of the permitting allowance or contingency funds not authorized for use or not expended at the completion of the Project shall be returned to the CITY through a deductive Change Order reducing the Contract Sum accordingly.

4.3 The CONTRACTOR agrees that all specific cash allowances are included in the above Contract Price and have been computed in accordance with the Contract Documents. In the event the actual cost of any such allowance exceeds the amount allocated, the CONTRACTOR may request use of the Project contingency to cover the overrun; provided, however, that any such use of contingency funds shall be subject to the CITY’s prior written approval and shall be processed by Change Order in accordance with the Contract Documents.

4.4 A cost breakdown (schedule of values) shall be submitted to the Engineer by the CONTRACTOR for approval by the Engineer within seven days after notification of award of Contract. The schedule of values shall be used as the basis for making progress payments and for determining the cost of extra work where the extra work is an increase in the quantity of work included in the cost breakdown. The cost breakdown shall be complete, with each item of materials, equipment and supplies listed, together with the quantity and price thereof, the sum of which shall be equal to the aggregate sum prices bid for "materials, equipment and supplies". The breakdown shall include a separate column of figures which shall be the cost of installation of the above items, which cost shall include prorated share of bonds, insurance, overhead and profit. The sum of this second column of figures shall be equal to the aggregate sum prices bid for "all other costs incurred in completing the project". Any item(s), as determined by the City to be unbalanced, will not be acceptable.

4.5 The CONTRACTOR shall retain a copy of the cost breakdown in their files for reference purposes.

4.6 The CONTRACTOR and CITY have allocated contingency funds for the Work as part of this contract. Use of contingency funds require prior written approval by the CITY.

Article 5 – PAYMENT PROCEDURES

5.1 CONTRACTOR shall submit Applications for Payment in accordance with the ITB. Applications for Payment will be processed by CITY as provided in the ITB.

5.2 At least ten (10) days before each progress payment falls due (but not more often than once a month), the CONTRACTOR will submit to the CITY a partial payment estimate filled out and signed by the CONTRACTOR covering the Work performed during the period covered by the partial payment estimate and supported by such data as the CITY may reasonably require.

The CITY will within ten (10) days after receipt of each partial payment estimate, either indicate in writing their approval of payment and present the partial payment estimate to the CITY, or return the partial payment estimate to the CONTRACTOR, indicating in writing their reasons for refusing to approve payment. In the latter case, the CONTRACTOR may make the necessary corrections and resubmit the partial payment estimate. The CITY, will within thirty (30) days of presentation to them of any approved partial payment estimate, pay the CONTRACTOR a progress payment on the basis of the approved partial payment estimate

5.3 Progress Payments, Retainage. CITY shall make progress payments, deducting the amount from the Contract Price above, on the basis of CONTRACTOR’S Applications for Payment as recommended by the CITY’S REPRESENTATIVE, on or about the last day of each month during construction as provided herein. All such payments will be made in accordance with the schedule of values established in the ITB or, in the event there is no schedule of values, as provided in the ITB.

5.2.1 Commencing with Pay Requisition #2, no progress payment shall be made until CONTRACTOR delivers to the CITY (1) complete original partial releases of all liens and claims signed by all Subcontractors, materialmen, suppliers, and vendors, indicating amount of partial payment, on a City of Doral Release of Lien Form (attached hereto as Exhibit “D”), and an affidavit that so far as the CONTRACTOR has knowledge or information, the releases include and cover all Materials and Work for which a lien or claim could be filed for work completed to date, or (2) an executed Consent of Surety, utilizing City of Doral “Consent of Surety for Payment” Form (attached hereto as Exhibit “E”). CONTRACTOR shall also provide a partial release of lien as Prime CONTRACTOR utilizing City of Doral Form (attached hereto as Exhibit “F”). CONTRACTOR shall also include red-line as-builts and an updated progress schedule.

5.4 The CONTRACTOR agrees that five percent (5%) of the amount due for Work as set forth in each Application for Payment shall be retained by CITY for each Progress Payment until Final Payment, as defined in the ITB.

5.4.1 Prior to Substantial Completion, progress payments will be made in an amount equal to the percentage indicated above, but, in each case, less the aggregate of payments previously made and less such amounts as CITY’S REPRESENTATIVE shall determine, or CITY may withhold, in accordance with the ITB.

5.5 The payment of any Application for Payment by CITY, including the Final Request, does not constitute approval or acceptance by CITY of any item of the Work in such Request for Payment, nor shall it be construed as a waiver of any of CITY’s rights hereunder or at law or in equity.

5.6 The Final Application for Payment by CONTRACTOR shall not be made until the CONTRACTOR delivers to the CITY complete original releases of all liens and claims signed by all Subcontractors, materialmen, suppliers, and vendors on a City of Doral Release of lien Form (attached hereto as Exhibit “G”), and an affidavit that so far as the CONTRACTOR has knowledge or information, the releases include and cover all Materials and Work for which a lien or claim could be filed. The CONTRACTOR shall also provide a final release of lien as Prime CONTRACTOR utilizing City of Doral Form (attached hereto as Exhibit “H”). The CONTRACTOR may, if any Subcontractor, materialmen, supplier or vendor refuses to furnish the required Final Waiver of Lien, furnish a bond satisfactory to CITY to defend and indemnify CITY and any other property Owner, person or entity CITY may be required to indemnify against any lien or claim.

5.7 Final Payment. Upon final completion and acceptance of the Work in accordance with the ITB, CITY shall pay the remainder of the Contract Price and any retainage as recommended by the CITY’S REPRESENTATIVE.

Article 6 – INSURANCE/INDEMNIFICATION.

6.1 Insurance.

The CONTRACTOR shall provide and maintain in force until all the Work to be performed under this Contract has been completed and accepted by City (or for such duration as is otherwise specified hereinafter), the insurance coverage set forth: attached hereto as Exhibit “I” titled Insurance Requirements.

The CONTRACTOR agrees that if any part of the Work under the Contract is sublet, they will require the Subcontractor(s) to carry insurance as required, and that they will require the Subcontractor(s) to furnish to them insurance certificates similar to those required by the CITY.

If any insurance should be canceled or changed by the insurance company or should any insurance expire during the period of this contract, the CONTRACTOR shall be responsible for securing other acceptable insurance to provide the coverage specified in this section to maintain coverage during the life of this Contract.

All deductibles must be declared by the CONTRACTOR and must be approved by the CITY. At the option of the CITY, either the CONTRACTOR shall eliminate or reduce such deductible, or the CONTRACTOR shall procure a Bond, in a form satisfactory to the CITY, covering the same. The CONTRACTOR is responsible for any and all deductibles, if applicable, following a loss.

6.2 To the fullest extent permitted by law, the Contractor shall indemnify, defend, and hold harmless the Owner, Owner’s agents, the Owner’s elected officials, directors, employees, the Architect, Architect’s consultants, and agents and employees of any of them from and against any and all Claims arising out of or resulting from the performance of the Contractor's services under the Primary Agreement, provided that such Claims are attributable to bodily injury, sickness, disease, death, or injury to or destruction of tangible property, including the loss of use resulting therefrom, attributable attorneys fees and costs and are caused in whole or in part by any act or omission of the Contractor Parties, in an amount up to one million ($1,000,000) dollars as provided for and set forth in the Contract Documents.

Article 7 – CONTRACTOR’S REPRESENTATIONS.

In order to induce CITY to enter into this Contract, CONTRACTOR makes the following representations:

7.1 CONTRACTOR has examined and carefully studied the Contract Documents (including the Addenda) and the other related data identified in the Bidding Documents including “technical data.”

7.2 CONTRACTOR has visited the site and become familiar with and is satisfied as to the general, local and site conditions that may affect cost, progress, performance or furnishing of the Work.

7.3 CONTRACTOR is familiar with and is satisfied as to all federal, state and local Laws and Regulations that may affect cost, progress, performance and furnishing of the Work.

7.4 CONTRACTOR has made, or caused to be made, examinations, investigations, tests, or studies as necessary to determine surface and subsurface conditions at or on the site. CONTRACTOR acknowledges that CITY does not assume responsibility for the accuracy or completeness of information and data shown or indicated in the Contract Documents with respect to underground facilities at or contiguous to the site. CONTRACTOR has obtained and carefully studied (or assumes responsibility for having done so) all such additional supplementary examinations, investigations, explorations, tests, studies and data concerning conditions (surface, subsurface and Underground Facilities) at or contiguous to the site or otherwise which may affect cost, progress, performance or furnishing of the Work or which relate to any aspect of the means, methods, techniques, sequences and procedures of construction to be employed by CONTRACTOR and safety precautions and programs incident thereto. CONTRACTOR does not consider that any additional examinations, investigations, explorations, tests, studies or data are necessary for the performance and furnishing of the Work at the Contract Price, within the Contract Times and in accordance with the other terms and conditions of the Contract Documents.

7.5 The CONTRACTOR is aware of the general nature of Work to be performed by CITY and others at the site that relates to the Work as indicated in the Contract Documents.

7.6 The CONTRACTOR has correlated the information known to CONTRACTOR, information and observations obtained from visits to the site, reports and drawings identified in the Contract Documents and all additional examinations, investigations, explorations, tests, studies and data with the Contract Documents.

7.7 The CONTRACTOR has given the CITY’S REPRESENTATIVE written notice of all conflicts, errors, ambiguities or discrepancies that CONTRACTOR has discovered in the Contract Documents and the written resolution thereof by the CITY’S REPRESENTATIVE is acceptable to CONTRACTOR, and the Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work.

7.8 The CONTRACTOR guarantees that it will coordinate the application of all necessary permits between the City of Doral and Miami-Dade County, and will respond and comply with any comments or requests made by either local government during the permit review process, and shall comply with all local laws and rules governing permit applications. The CONTRACTOR shall provide prior written notification to Miami-Dade County before the commencement of any Work, in accordance with the requirements set forth in the applicable Class III Permit.

7.9 The CONTRACTOR warrants the following:

7.9.1 Anti-Discrimination: The CONTRACTOR agrees that it will not discriminate against any employees or applicants for employment or against persons for any other benefit or service under this Contract because of race, color, religion, sex, national origin, or physical or mental handicap where the handicap does not affect the ability of an individual to perform in a position of employment, and to abide by all federal and state laws regarding non-discrimination.

7.9.2 Anti-Kickback: The CONTRACTOR warrants that no person has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, and that no employee or officer of the CITY or any other applicable federal or state agency, has any interest, financially or otherwise, in the Project. For breach or violation of this warranty, the CITY shall have the right to annul this Contract without liability or, in its discretion, to deduct from the Contract Price or consideration, the full amount of such commission, percentage, brokerage or contingent fee.

7.9.3 Licensing and Permits: The CONTRACTOR warrants that it shall have, prior to commencement of work under this Contract and at all times during said work, all required licenses and permits whether federal, state, County or City.

7.9.4 Product and Installation:

The CONTRACTOR warrants that the work shall be free from defects in materials and workmanship for a period of one (1) year from the date of the project Substantial Completion acceptance in writing by the City. Substantial Completion, final completion, payment (including final payment), occupancy, use of the Work, or acceptance by the Owner shall not constitute acceptance of defective or nonconforming Work, nor shall it waive, limit, or relieve the CONTRACTOR of its warranty obligations The CONTRACTOR further warrants that the work shall be done in a good and workmanlike manner and in accordance with industry standards.

The warranties provided in this Section shall be in addition to any other warranties provided by the CONTRACTOR or its sub-contractors, and shall not be limited or restricted by the terms of such other warranties.

The City shall have the right to make warranty claims directly to the Supplier or its sub-contractors, and the Supplier shall promptly respond to and resolve any such claims.

Upon receipt of a warranty claim from the City, the CONTRACTOR shall:

a. Acknowledge receipt of the claim within three (3) business days;

b. Investigate the claim and inspect the alleged defect within ten (10) business days;

c. Provide the City with a written response regarding the validity of the claim within fifteen (15) business days of receipt; and

d. If the claim is valid, commence repairs or replacement within twenty (20) business days of acknowledging the validity of the claim, and complete such repairs or replacement as expeditiously as possible.

7.9.5 All repairs or replacements made pursuant to a warranty claim shall themselves be warranted and guaranteed for a period of one (1) year from the date of completion and acceptance of the repair or replacement. If within the aforementioned Period, the Work is found to be defective requiring repair or replacement, said repair and replacement shall be warranted for one year after its acceptance by the City in accordance with this section.

7.9.6 Public Entity Crime Statement: The CONTRACTOR warrants that it has not been placed on the convicted vendor list following a conviction for public entity crime, as specified in Section 6.2.45, of the General Definitions & Solicitation Terms & Conditions, part of the ITB.

Article 8 – CORRELATION, INTERPRETATION, AND INTENT OF CONTRACT DOCUMENTS.

8.1 All Contract Documents shall be interpreted in a manner consistent with each other, provided that if there are differing provisions on the same subject matter, the more stringent requirements shall apply.

8.2 The Contract Documents listed below, which are listed in their order of precedence for the purpose of resolving conflicts, errors and discrepancies, by this reference shall become a part of the Contract as though physically attached as a part thereof; if not attached it is not part of the Contract Document unless added by Change Order:

8.2.1 Change Orders

8.2.2 Field Orders.

8.2.3 Contract for Construction.

8.2.4 Exhibits to this Contract.

8.2.5 Any federal, state, county or City permits for the Project.

8.2.6 Specifications and Drawings provided (attached here to as Exhibit “C”) Bid Documents, including but not limited to: Addendum, Invitation to Bid, Instructions to Bidders, Bid Form provided by CONTRACTOR, Notice of Award and Notice to Proceed.

8.2.7 Addenda subject matter takes the same precedence of the respective subject matter that it is modifying. Furthermore, each subsequent addendum takes precedence over previous addenda.

8.2.8 The documents listed above shall be incorporated into this Contract (except as expressly noted otherwise above).

8.2.9 There are no Contract Documents other than those listed above in this Article. The Contract Documents may only be amended, modified or supplemented as provided in the ITB.

8.2.10 The Contract Documents shall remain the property of the CITY. The CONTRACTOR shall have the right to keep one record set of the Contract Documents upon completion of the Project; provided; however, that in no event shall the CONTRACTOR use, or permit to be used, any or all of such Contract Documents on other projects without the City’s prior written authorization.

8.2.11 The ITB discuss the bond and surety requirements of the CITY. This Contract does require a Payment and Performance Bond Forms attached here to as Exhibit “K”.

8.2.12 The Contractor shall provide and hold all necessary insurances which may be applicable, and when applicable, shall ensure that the City is added as an additional insured.

8.2.13 The Contractor shall possess and have available for inspection all necessary licenses as applicable to complete the work described in the ITB.

8.2.14 The Contractor shall obtain, possess and have available for inspection all other documents provided for and described in the ITB.

Article 9 – MISCELLANEOUS

9.1 Terms used in this Contract which are defined in the ITB will have the meanings indicated therein.

9.2 Except as otherwise provided in the Contract Documents with respect to Subcontractors, no assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party thereto without the written consent of the party sought to be bound; and, specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents.

9.3 CITY and CONTRACTOR each binds itself, its partners, successors, assigns and legal representatives to the other party hereto, its partners, successors, assigns and legal representatives in respect to all covenants, agreements and obligations contained in the Contract Documents.

9.4 Severability. Should any provision, paragraph, sentence, word, or phrase contained in this Contract be determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable under the laws of the State of Florida, such provision, paragraph, sentence, word, or phrase shall be deemed modified to the extent necessary in order to conform with such laws or shall be deemed severable and this Contract, shall remain unmodified and in full force and effect.

9.5 Remedies. If and when any default of this Contract occurs, the CITY may avail itself of any legal or equitable remedies that may apply, including, but not limited to, actual damages and specific performance. Such remedies may be exercised in the sole discretion of the CITY. Nothing contained in this Contract shall limit the CITY from pursuing any legal or equitable remedies that may apply.

9.6 Access to Public Records. The CONTRACTOR shall comply with the applicable provisions of Chapter 119, Florida Statutes. The CITY shall have the right to immediately terminate this contract for the refusal by the CONTRACTOR to comply with Chapter 119, Florida Statutes. The CONTRACTOR shall retain all records associated with this Contract for a period of five (5) years from the date of Final Payment or Termination of this Contract.

9.7 Inspection and Audit. During the term of this Contract and for five (5) years from the date of Termination, the CONTRACTOR shall allow CITY representatives access during reasonable business hours to CONTRACTOR’S records related to this Contract for the purposes of inspection or audit of such records. If upon an audit of such records, the CITY determines the CONTRACTOR was paid for services not performed, upon receipt of written demand by the CITY, the CONTRACTOR shall remit such payments to the CITY.

Night work or weekend work may be required for various areas within the project limits. The CONTRACTOR is responsible for costs associated with all night work including but not limited to, inspector costs, police or flagmen costs, signage and MOT costs and all other costs associated with night or weekend work.

All connections to existing piping systems shall be made as shown or indicated on the Drawings after consultation, cooperation, and coordination with the Owner. Some such connections may have to be made during off‐peak hours (late night, early morning, or weekend hours). The CONTRACTOR shall give a minimum of 72 hours’ notice to the Owner when tie‐ins with the existing plant utilities are required.

For weekend work, CONTRACTOR shall submit a written request to the CITY by the preceding Wednesday. A separate request is required for each week that the CONTRACTOR wishes to work on a weekend. For evening and holiday work, CONTRACTOR shall submit a written request to the CITY 3 days in advance. The CITY will provide inspection services for all overtime work requests, and the CONTRACTOR shall pay for inspection services, no exceptions.

Similarly, holiday and other overtime work shall be requested a minimum of 36- hours in advance and CITY will provide inspection for all overtime.

Exceptions to the hours and days of the week for work and other related limitations are allowed only for tie-ins during low flow periods / early morning hours, coatings that need to be applied during lower temperature times of the day and whenever the Documents specifically define that work shall be completed outside of the limitations for “normal” work hours, days, etc. Inspection for tie-ins during low flow/early morning and specialty coating application performed during nighttime will not be cause for extra inspection costs unless such work is remedial in nature as a result of defective work.

E-VERIFY. Section 448.095, Florida Statutes directs all public employers, including municipal governments, and private employer with 25 or more employees to verify the employment eligibility of all new employees through the U.S. Department of Homeland Security’s E-Verify System, and further provides that a public entity may not enter into a contract unless each party to the contract registers with and uses the E-Verify system. Section 448.095, Florida Statutes further provides that if a Contractor enters into a contract with a subcontractor, the subcontractor must provide the Contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. In accordance with Section 448.095, Florida Statutes, CONTRACTOR, if it employs more than 25 employees, is required to verify employee eligibility using the E-Verify system for all existing and new employees hired by CONTRACTOR during the contract term. Further, CONTRACTOR must also require and maintain the statutorily required affidavit of its subcontractors. It is the responsibility of CONTRACTOR to ensure compliance with E-Verify requirements (as applicable). To enroll in E-Verify, employers should visit the E-Verify website (https://www.e-verify.gov/employers/enrolling-in-e-verify) and follow the instructions.

Prohibition Against Contracting with Scrutinized Companies. Pursuant to Florida Statutes Section 217.4725, the City is prohibited from contracting with any entity that is listed on the Scrutinized Companies that Boycott Israel List or that is engaged in the boycott of Israel is prohibited. By entering into this Agreement, CONTRACTOR is certifying that the company is not participating in a boycott of Israel. Any contract for goods or services of One Million Dollars ($1,000,000) or more shall be terminated at the City’s option if it is discovered that the entity submitted false documents of certification, is listed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or has been engaged in business operations in Cuba or Syria after July 1, 2018.

Any contract entered into or renewed after July 1, 2018 shall be terminated at the City’s option if the company is listed on the Scrutinized Companies that Boycott Israel List or engaged in the boycott of Israel. By entering into this Agreement, CONTRACTOR is certifying that it does not participate in a boycott of Israel, is not on the scrutinized companies that Boycott Israel list, activities in Sudan List, in the Iran Petroleum Energy Secor list, and has not engaged in business operation is Cuba or Syria. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to the CONTRACTOR of the City’s determination concerning the false certification. The CONTRACTOR shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination was in error. If the CONTRACTOR does not demonstrate that the City’s determination of false certification was made in error, then the City shall have the right to terminate the contract and seek civil remedies pursuant to Florida Statute Section 215.4725.

9.8 Counterparts. This contract may be signed in one or more counterparts, each of which when executed shall be deemed an original and together shall constitute one and the same instrument.

9.9 Notices. Whenever any party is required to give or deliver any notice to any other party, or desires to do so, such notices shall be sent via certified mail or hand delivery to:

FOR CITY: City Manager City of Doral 8401 NW 53rd Terrace Doral, Florida 33166

WITH COPY TO: City Attorney City of Doral 8401 NW 53rd Terrace Doral, Florida 33166

FOR CONTRACTOR:

9.10 WAIVER OF JURY TRIAL AND VENUE. The CITY and CONTRACTOR knowingly, irrevocably, voluntarily and intentionally waive any right either may have to a trial by jury in State and or Federal court proceedings in respect to any action, proceeding, lawsuit or counterclaim based upon the Contract, arising out of, under, or in connection with the Work, or any course of conduct, course of dealing, statements or actions or inactions of any party. The venue for any lawsuit arising out of this Contract shall be in Miami-Dade County, Florida.

9.11 Attorneys’ Fees. If either the CITY or CONTRACTOR is required to enforce the terms of the Contract by court proceedings or otherwise, whether or not formal legal action is required, the prevailing party shall be entitled to recover from the other party all such costs and expenses, including, but not limited to, court costs, and reasonable attorneys’ fees at the trial and appellate level.

9.12 Amendments. This Contract may only be amended by the prior written approval of the parties or by execution of a Change Order in the form attached hereto as Exhibit “J”.

IN WITNESS WHEREOF, the parties hereto have made and executed this Contract on the respective dates under each signature: THE CITY OF DORAL, FLORIDA, signing by and through its City Manager, authorized to execute same by Council action on the ________ day of________ 20____, and by (CONTRACTOR), signing by and through its , duly authorized to execute same.

WITNESS CONTRACTOR

By:

(Signature and Corporate Seal) (CONTRACTOR)

(Print Name and Title) (Signature)

(Print Name and Title) day of , 20 .

ATTEST CITY OF DORAL

Connie Diaz, City Clerk Zeida Sardinas, City Manager

APPROVED AS TO FORM AND LEGALITY FOR THE USE

AND BENEFIT OF THE CITY OF DORAL ONLY:

Lorenzo Cobiella

GASTESI, LOPEZ & MESTRE, PLLC

City Attorney

(*) In the event that the CONTRACTOR is a corporation, there shall be attached to each counterpart a certified copy of a resolution of the board of the corporation, authorizing the officer who signs the contract to do so in its behalf.

GENERAL CONDITIONS

ARTICLE I – DEFINITIONS

Wherever used in these General Conditions or in the other Contract Documents, the following terms shall have the meaning indicated which shall be applicable to both the singular and plural thereof:

Acceptance: By the CITY of the Work as being fully complete in accordance with the Contract Documents subject to waiver of claims.

Agreement: The written Agreement between the CITY and the CONTRACTOR covering the Work to be performed, which includes the Contract Documents.

Addenda: Written or graphic instruments issued prior to the Bid Opening which modify or interpret the Contract Documents, Drawings and Specifications, by addition, deletions, clarifications or corrections.

Application for Payment: The form furnished by the CITY which is to be used by the CONTRACTOR in requesting progress payments.

Approved: Means approved by the CITY.

Bid: The offer or proposal of the BIDDER submitted on the prescribed form setting forth the prices for the Work to be performed.

BIDDER: Any person, firm or corporation submitting a Bid for Work.

Bonds: Bid, Performance and Payment Bonds and other instruments of security, furnished by the CONTRACTOR and their surety in accordance with the Contract Documents and in accordance with the law of the State of Florida.

Change Order: A written order to the CONTRACTOR signed by the CITY authorizing an addition, deletion or revision in the Work, or an adjustment in the Contract Price or the Contract Time issued after execution of the Agreement.

CITY: City of Doral, 8401 NW 53rd Terrace Doral, Florida 33166.

Contract Documents: Contract Documents shall include Instruction to BIDDERS, CONTRACTOR’s Bid, the Bonds, the Notice of Award, these General Conditions, Special Conditions, Technical Specifications, Drawings and Modifications, Notice to Proceed, Invitation to Bid, Insurance Certificates, Change Orders and Acknowledgement of Conformance with the City of Doral.

Contract Price: The total money payable to the CONTRACTOR under the Contract Documents.

Contract Time: The number of calendar days stated in the Agreement for the completion of the Work.

Contracting Officer: The individual who is authorized to sign the contract documents on behalf of the City’s governing body.

CONTRACTOR: The person, firm of corporation with whom the CITY has executed the Agreement.

CONSULTANT: The person, firm or corporation that is an authorized representative of the City of Doral.

Day: A calendar day of twenty-four (24) hours measured from midnight to the next midnight.

Drawings: The drawings which show the character and scope of the Work to be performed, and which have been prepared of approved by the CONTRACTOR and the CITY and are referred to in the Contract Documents.

Field Order: A written order issued by the CITY which clarified or interprets the Contract Documents in accordance with Paragraph 9.2 or orders minor changes in the Work in accordance with Paragraph 10.2.

Modifications: (a) A written amendment of the Contract Documents signed by both parties, (b) a Change Order, (c) a written clarification or interpretation if issued by the CITY in accordance with Paragraph 9.2 or (d) a written order for minor change or alteration in the Work issued by the CITY pursuant to Paragraph 10.2. A modification may only be issued after execution of the Agreement.

Notice of Proceed: A written notice given by the CITY to the CONTRACTOR fixing the date on which the Contract Time will commence to run and on which the CONTRACTOR shall start to perform their obligations under the Contract Documents.

Project: The entire Project to be performed as provided in the Contract Documents.

Construction Observer: An authorized representative of the CITY assigned to observe the Work performed and materials furnished by the CONTRACTOR or such other person as may be appointed by the CITY as his representative. The CONTRACTOR shall be notified in writing of the identity of this representative.

Shop Drawings: All drawings, diagrams, illustrations, brochures, schedules and other data which are prepared by the CONTRACTOR, a Subcontractor, manufacturer, supplier, or distributor, and which illustrate the equipment, material or some portion of the work and as required by the Contracts Documents.

Samples: Physical examples which illustrate materials, equipment or workmanship and establish standards by which the Work will be judged.

Specifications: Those portions of the Contract Documents consisting of written technical descriptions of materials, equipment, construction systems, standards and workmanship as applied to the Work.

Subcontractor: An individual, firm or corporation having a direct contract with the CONTRACTOR or with any other Subcontractor for the performance of a part of the Work at the site.

Substantial Completion: The date as certified by the CITY when the construction of the Project or a certified part thereof is sufficiently completed in accordance with the Contract Documents and receives a Temporary or Final Certificate of Occupancy from the City of Doral Building Department, in accordance with the Contract Documents, so that the Project or specified part can be utilized for the purposes which it was intended;

Supplier: Any person or organization who supplies materials or equipment for the Work, including that fabricated to a special design, but who does not perform labor at the site.

Surety: The corporate body which is bound with the CONTRACTOR and which engages to be responsible for the CONTRACTOR and their acceptance performance of the Work.

Work: Any and all obligations, duties and responsibilities necessary to the successful completion of the Project assigned to or undertaken by the CONTRACTOR under the Contract Documents, including all labor, materials, equipment and other incidentals, and the furnishing thereof.

Written Notice: The term “Notice” as used herein shall mean and include all written notices, demands, instructions, claims, approvals and disapprovals required to obtain compliance with Contract requirements. Written notice shall be deemed to have been duly served if delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or to an authorized representative or such individual, firm, or corporation, or if delivered at or sent by registered mail to the last business address known to them who gives the notice. Unless otherwise stated in writing, any notice to or demand upon the CITY under this Contract shall be delivered to the CITY.

ARTICLE 2 – PRELIMINARY MATTERS

Award:

2.1 No Notice of Award will be given until the CITY has conducted any investigation(s) as they deem necessary to establish the BIDDER’s capability to perform the services as described in the Agreement, as substantiated by the required professional experience, client references, technical knowledge and qualifications; and sufficient labor and equipment to comply with the CITY’s established standards, as well as the financial capability of the BIDDER to perform the Work in accordance with the Contract Documents to the satisfaction of the CITY within the time prescribed. If the Contract is awarded, the CITY will issue the Notice of Award and give the successful BIDDER a Contract for execution within ninety (90) days after opening of Bids.

Execution of Agreement:

2.2 At least three counterparts of the Agreement, the Performance and Payment Bond, the Certificates of Insurance and such other Documents as required by the Contract Documents shall be executed and delivered by the CONTRACTOR to the CITY within fifteen (15) calendar days of receipt of the Notice of Award.

Forfeiture of Bid Security/Performance and Payment Bond:

2.3 Within fifteen (15) calendar days of being notified of the Award, the CONTRACTOR shall furnish a Performance Bond and a Payment Bond containing all the provisions of the Performance Bond and Payment Bond attached.

2.3.1 Each Bond shall be in the amount of one hundred percent (100%) of the Contract Price guaranteeing to the City of Doral the completion and performance of the Work covered in the Agreement, as well as full payment of all suppliers, material man, laborers, of Subcontractors employed pursuant to this Project. Each Bond shall be with a Surety company meeting the qualifications of Sections 2.3.4, 2.3.5, and 2.3.6.

2.3.2 Each Bond shall continue in effect for one and one (1) year after final completion and acceptance of the Work with the liability equal to one hundred percent (100%) of the Contract Sum. The Performance Bond shall be conditioned that the CONTRACTOR will, upon notification by the CITY, correct any defective or faulty Work or materials which appear within one and a one (1) year after final completion of the Contract.

2.3.3 Pursuant to the requirements of Section 255.05(1), Florida Statutes, the CONTRACTOR shall ensure that the Bond(s) referenced above shall be recorded in the public records of Dade County and Provide the CITY with evidence of such recording.

2.3.4 Each Bond must be executed by a surety company authorized to do business in the State of Florida as a surety, having a resident agent in the State of Florida and having been in business with a record of successful continuous operation for at least five (5) years.

2.3.5 The surety company shall hold a current certificate of authority as acceptable surety on federal bonds in accordance with the United States Department of Treasury Circular 570, current Revisions.

2.3.6 The CITY will accept a surety bond from a company with a rating of A- or better.

2.3.7 Failure of the successful BIDDER to execute and deliver the Agreement and deliver the required bonds and Insurance Certificates as stipulated in paragraph 2.2 shall be cause for the CITY to cancel the Notice of Award and declare the Bid and any security therefore forfeited.

Starting the Project:

2.4 The CONTRACTOR shall start to perform their obligations under the Contract Documents on the date stipulated in the Notice to Proceed (NTP). No Work shall be done at the site prior to the date on which the NTP commences to run, except with the written consent of the CITY. No work will be done on Saturday without written consent of the CITY or after the end of a normal business day unless prior approval is given by the CITY in writing. No work shall be permitted on Sundays or on national holidays.

Before Starting Contract:

2.5 Before undertaking each part of the Work, the CONTRACTOR shall carefully study and compare the Contract Documents and check and verify pertinent figures shown thereon and all applicable field measurements which shall be approximate. The CONTRACTOR shall field verify utility locations and notify the CITY of any conflicts so that the conflict is avoided prior to beginning of construction. Any modifications to the proposed work, once construction has begun, will be at no cost to the CITY.

ARTICLE 3 – CORRELATION, INTERPRETATION AND INTENT OF CONTRACT DOCUMENTS

3.1 It is the intent of the Specifications to describe a complete Project to be delivered in accordance with the Contract Documents. The Contract Documents comprise the entire Agreement between the CITY and the CONTRACTOR. They may be altered only by a Modification.

3.2 The Contract Documents are complementary; what is called for by one is as binding as if called for by all. If CONTRACTOR finds a conflict, error or discrepancy in the Contract Documents, they shall call it to the City’s attention in writing at once and before proceeding with the Work affected thereby; however, they shall not be liable to CITY or CONTRACTOR for their failure to discover any conflict, error or discrepancy in the Specifications or Drawings. The various Contract Documents shall be given precedence in case of conflict, error or discrepancy, as follows: Change Orders, Supplemental General Conditions, Agreement Modifications, Addenda, Special Conditions, Instructions to BIDDERS, General Conditions, Specifications and Drawings. If the requirements of other Contract Documents are more stringent than those of the General Conditions, the more stringent requirements shall apply.

3.3 The words “furnish” and “furnish and install”, “install”, and “provide” or words with similar meaning shall be interpreted, unless otherwise specifically stated, to mean “furnish and install complete in place and ready for service”.

3.4 Miscellaneous items and accessories which are not specifically mentioned, but which are essential to produce a complete and properly operating installation, or usable structure or plant, providing the indicated function, shall be furnished and installed without change in the Contract Price. Such miscellaneous items and accessories shall be of the same quality standards, including material, style, finish, strength, class, weight and other applicable characteristics, as specified for the major component of which the miscellaneous item or accessory is an essential part, and shall be approved by the CITY before installation. The above requirement is not intended to include major components not covered by or inferable from the Drawings and Specifications.

3.5 The Work of all trades under this Contract shall be coordinated by the CONTRACTOR in such manner as to obtain the best workmanship possible for the entire Project, and all components of the Work shall be installed or erected in accordance with the best practices of the particular trade.

ARTICLE 4 – CONTRACTOR’S RESPONSIBILITIES

Concerning Subcontractors:

4.1 The CONTRACTOR will not…