HomeMy WebLinkAboutReso 2013-2173RESOLUTION NO. 2013 -_2A] 3
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
SUNNY ISLES BEACH, FLORIDA, APPROVING AN AMENDMENT
AND CONSENT TO ASSIGNMENT OF DESIGN -BUILD
AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH, 4M
INVESTORS, LLC., ( "CONTRACTOR OR ASSIGNOR ") AND
INTERNATIONAL GENERAL CONTRACTOR ( "ASSIGNEE "),
ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE
MAYOR TO EXECUTE SAID AMENDMENT; AUTHORIZING THE
CITY MANAGER AND CITY ATTORNEY TO DO ALL THINGS
NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING
FOR AN EFFECTIVE DATE.
WHEREAS, the City of Sunny Isles Beach is the owner of certain real property consisting of
approximately 3.7 acres on Sunny Isles Boulevard; and
WHEREAS, on Jul), 21, 2011, via Resolution No. 2011 -1735, the Citv Commission entered
into a Design -Build Agreement ( "Agreement') with 4M Investors. LLC. to construct site
improvements consisting of a Park and Parking Garage for Gateway Park located in the City of Sunnv
Isles Beach: and
WHEREAS, Section 2.3 of the Agreement allows the Parties to amend the Agreement by
written amendment: and
WHEREAS. Section 18.2 of the Agreement allows the Parties to assign and/or transfer the
Agreement with prior written consent of the City; and
WHEREAS. 4M Investors, LLC, has requested permission from the City to use another
corporate entity. International General Contractor. as the contractor for the Gatewav Park and Parking
Garage Project; and
WHEREAS. 4M Investors. LLC, has further requested that the 365 day time -frame for
substantial completion to the Agreement be commenced at the time of issuance of a building permit,
not a foundation permit: and
WHEREAS, the City Commission desires to provide its consent to the assignment and
approve the Amendment to the Agreement.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Approval of Amendment and Consent to Assignment of the Design -Build Agreement
The Amendment and Consent to Assignment of the Design -Build Agreement between the of City of
Sunny Isles Beach, 4M Investors. LLC, and Intemational General Contractor attached hereto as
Exhibit "A" is hereby approved.
Pap 1 of 2
Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said Amendment
and Consent to Assignment of the Design -Build Agreement.
Section 3. Authorization of the City Manager and City Attorney. The City Manager and the City
Attorney are hereby authorized to do all things necessary to effectuate the intent of this Resolution.
Section 4. Effective Date. This Resolution shall become effective upon adoption.
PASSED AND ADOPTED this 19th day of December 2013.
ATTEST:
-Jane'A. Hines, MMC, City Clerk
AS TO FORM
SUFFICIENCY:
Attorney
Vote: S-b
Mayor Edelcup
Vice Mayor Aelion
Commissioner Gatto
Commissioner Levin
Commissioner Scholl
Moved by: l�h�n �vD�Dt l
Seconded by: Liv 1 t7
(Yes)
Yes)
(No)
(No)
(Yes)
Yes)
(No)
(No)
(Yes)
_(No)
Page 2 of 2
AMENDMENT AND CONSENT TO ASSIGNMENT
TIN AN IE N1ENT AND CONSENT TO ASSIGNMENT (`Assignment) is made as
of this of 2013 and shall be effective as of the Effective Date (as defined
herein) by and among THE CITY OF SUNNY ISLES BEACH, FLORIDA (hereinafter`CITY).
4M INVESTORS LLC (hereinafter 'CONTRACTOR' and/or "ASSIGNOR). and
INTERNATIONAL GENERAL CONTRACTOR. INC.. License No.: CGCO42027 (hereinafter
'ASSIGNEE), hereinafter collectively referred to as Party or Parties.
WHEREAS, the CITY and ASSIGNOR are parties to Design -Build Agreement
(`Agreement) executed on July 21, 2011. a full and complete copy of which (as amended) is
attached hereto and incorporated herein as Exhibit A: and
WHEREAS, Section 18.2 of the Agreement allows the Parties to assign and/or transfer the
Agreement with prior written consent of the CITY: and
WHEREAS, ASSIGNOR desires to assign and ASSIGNEE desires to assume all of
ASSIGNORS rights and obligations under the Agreement as of the Effective Date of the original
Agreement: and
WHEREAS, the CITY desires to provide its consent to the assignment: and
WHEREAS, the Parties wish to clarify the Completion Date under the terms of the
Agreement.
NOW, THEREFORE. in consideration of the terms and conditions contained herein and
for other good and valuable consideration, the receipt. adequacy and sufficiency of which are
hereby acknowledged. the Parties agree as follows:
The above- referenced recitals are true and correct and are incorporated herein.
2. Assignment. ASSIGNOR hereby assigns to ASSIGNEE all of ASSIGNOR'S right,
title and interest in, to and under the Agreement. and ASSIGNEE hereby assumes all of those
duties, obligations and liabilities of ASSIGNOR as of July 21, 2011. the Effective Date of the
original Agreement to be performed under the terms of the original Agreement as of the
ASSIGNEE had been the original signatory. Upon execution of this Assignment. the ASSIGNEE
shall be deemed the CONTRACTOR for the PROJECT for all purposes as defined in the
Agreement.
3. Completion Date. Notwithstanding any other provision of the Agreement to the
contrary, the Parties agree that the date of substantial completion of the work shall be three
hundred sixty five (365) days from the issuance of a building permit by the City. For the purposes
of this Amendment, the term building permit means a permit issued by the Building Department of
the City of Sunny Isles Beach for construction activities on a particular site excluding construction
Exhibit "A"
activities that occurred under a foundation permit as defined by the Building.Department of the
City of Sunny Isles Beach.
4. This Assignment shall be binding upon, be enforceable against. the ASSIGNOR
and ASSIGNEE and inure to the benefit of the CITY.
5. The Parties expressly agree that the ASSIGNOR shall not be released from any
and all duties, obligations and/or liabilities arising under or related to the Agreement. The
Parties further understand and agree that those obligations of the ASSIGNOR. which are non-
construction related (i.e. design) will continue to be performed by ASSIGNOR.
6. The CITY hereby consents to the foregoing Amendment to the original Agreement
and this Assignment
7. This Assignment shall be governed by and construed in accordance with the laws of
the State of Florida. without giving effect to the conflicts of law or choice of law provisions
thereof.
8. The Parties agree that a facsimile signature may substitute for and have the same
legal effect as the original signature.
9. This Amendment and Assignment Release shall be deemed fully executed on the
date that the last Party signs it.
REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK
2
IN R'ITNESS WHEREOF, CITY, ASSIGNOR AND ASSIGNEE signed this Contract in
triplicate) � ,_•
'.ATTEST:
t
Jane;A: Hines, Ml.IC, City Clerk
CITY OF SUNNY ISLES BEACH, FLORIDA
414 IWESTARS, LLC, a Florida limited liability
compa4y SIGNOR ")
Signature
Print����
Title
4M VWESTORS
Signed and dated this � day of .101 1)
STATE OF FLORIDA )
COUNTY OF MIAMI -DADE )
Th oregoi _ i s tm, nt was acknowledged before me this _�4 day of AMWI;V�. 2013, by
who is personally known to me or who has produced
as identification.
BEATRIZ BAOUEDANO
c,F - MY COKIAISSION t EE 093147
EXPIRES: June 17.2015
#'•• ' � 9aked TNU Netay
Public Undenn;em
- State of Florida)
(Print. Type or Stamp Commissioned Name of
Notary Public. Commission Number and
Expiration Date of Commission.)
-SEE NEXT PAGE FOR SIGNATURE OF ASSIGNEE-
INTERNATIONAL GENERAL CONTRACTORS, INC.
( "ASSIGNEE ")
Signature
Print
p
Title
INTERNATIONAL GGEENNERAL CONTRACTORS, INC.
Signed and dated this / day of f� .2013.
STATE OF FLORIDA
COUNTY OF IMIAMI -DADE
Th�going m ment was acknowledged
N/(yDy /7 /LIDrC% who is
as identification.
before me this day
personally known to me
of/, 2013. by
or who has produced
Public - State of Florida)
(Print. Type or Stamp Commissioned Name of
Notary Public. Commission Number and
Expiration Date of Commission.)
BAOUEDANO
COl.LNISSION. EE CM194
JUn 2015
1 '
Il %? —;p; ::$'
Baritled Thou NWary Pu b Y,ers
before me this day
personally known to me
of/, 2013. by
or who has produced
Public - State of Florida)
(Print. Type or Stamp Commissioned Name of
Notary Public. Commission Number and
Expiration Date of Commission.)
THIRD AMENDMENTJO DESIGN -BUII,D AGREEMENT
BETWEEN
THE CITY OF SUNNY ISLES BEACH AND 4M INVESTORS, LLC
THIS TH ERD AMENDMENT ( "Amendment ") is made as of this '&S of tIME .013 by
and among THE CITY OF SUNNY ISLES BEACH, FLORIDA (hereinafter "CITY") and 4M
INVESTORS LLC (hereinafter "CONTRACTOR "), hereinafter collectively referred to as Party or
Parties.
WHEREAS, the CITY and CONTRACTOR are parties to Design -Build Agreement
( "Agreement ") executed on July 21, 2011, a full and complete copy of which is attached hereto
and incorporated herein as Exhibit "A "; and
WHEREAS, Section 2.3 of the Agreement allows the Parties to amend the Contract
Documents by written amendment; and
WHEREAS, the CITY and CONTRACTOR desire to execute a written amendment to the
Agreement; and
NOW, THEREFORE, in consideration of the terms and conditions contained herein and
for other good and valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
The above - referenced recitals are true and correct and are incorporated herein.
2. All other terms of a particular provision in the Agreement not otherwise expressly
modified herein shall remain in full force and affect. In the event of any conflict between the terms
and conditions herein and those contained in the Agreement, as amended, then the terms herein
shall supersede and govern.
3. Project Definition. Section 1.8 of the Agreement is amended to reflect the term
"Project" as (a) 374 space Parking Garage Building with approximately a sixteen thousand
(16000) square feet multi- purpose shell on the first floor of the Parking Garage; (b) Park; and (c)
Performance Stage. The Project is generally described in the schematic proposal attached hereto
as Exhibit "B," the Shopping List provided by the City which is attached hereto as Exhibit "C'
4. Revjsed GMT. This Paragraph amends Sections 1.13, and 5. 1, of the Agreement.
The revised Guaranteed Maximum Price ("GMP ") for this Project shall be Eighteen Million
Seven Hundred Ten Thousand One Hundred Eighty Six Dollars ($18,710,186.00). This GMP
shall include design fees and costs associated with the construction of the following: (a) the 374
space Parking Garage Building with the multi - purpose shell; (b) Park; and (c) Performance
'16,14
Stage. The GMP prior to this Amendment was Sixteen Million Five Hundred Thousand Dollars
($16,500,000.00).
(a) This Paragraph amends Section 5.1.2 of the Agreement. The CITY shall
receive a credit against the revised GMP in the amount of One Million Three Hundred
Sixty Six Thousand Four Hundred Eighty Four Dollars and Seventy Cents
($1,366,484.70) for payments made for pay applications submitted for design services.
As of the result of the credit, the revised GMP shall be reduced to a balance of Seventeen
Million Three Hundred Forty Three Seven Hundred One Dollars and Thirty Cents
($17,343,701.30). The sum total of One Million Two Hundred Thousand Dollars
($1,200,000.00) shall be attributed to the design phase of the Project. Ownership in the
signed and sealed 100% "Issued for Construction" set of Plans and Specifications shall
vest in the CITY once a permit is issued to commence construction.
(b) This Paragraph deletes the text of Section 5.1.3 of the Agreement in its
entirety. Section 5.1.3 relates to the selection of a restaurant operator by the Contractor.
This is no longer a requirement of the Agreement.
5. Pedestrian Bridge. It is understood by the Parties that the CONTRACTOR shall
not be responsible for the design and construction of the Pedestrian Bridge connecting the north
side of the Park to the north side of the 826 West. Notwithstanding the foregoing, the
CONTRACTOR agrees to cooperate with the CITY in providing any and all information (to the
extent the information is available and within the care, custody or control of the
CONTRACTOR) requested to facilitate the construction of the Pedestrian Bridge by another
contractor.
6. Design Plans. The CITY agrees to supplement Article 6 of the Agreement as it
relates to the plans and specifications prepared at 30 %, 60% and 90% of the Project. Once the
CITY reviews the plans and specifications at the 30 %, 60% and 90% of the Project, the review
by the CITY shall be deemed an acceptance of those particular plans and specifications for that
percentage of the Project, whether it is 30 %, 60% or 90% and no substantial changes shall be
made by the CITY thereafter. With that said, this acceptance by the CITY shall still not be
deemed an acceptance or pre approval of the plans or specifications by the Building Department
for a building permit.
(a) The Parties agree upon and will follow the values set forth on the Schedule of
Values attached as Exhibit "D" to this Amendment.
7. Contract Time. Section 4.1 of the Agreement shall be amended to extend the
Contract Time. Time is of the essence. The CONTRACTOR agrees to complete the design and
construction of the entire Project no later than Three Hundred Sixty Five (365) days from the
date of issuance of a building permit for the Project. The CONTRACTOR agrees to apply for a
building permit for the Project with the Building Department of the City of Sunny Isles Beach no
later than October 1, 2013. The CITY shall issue a Notice to Proceed for the construction of the
Project upon the issuance of a building permit or no later than sixty (60) days from the date of
filing an application for building permit for the Project, whichever occurs first.
r' w
2
8. Payment and Performance Bonds. Except for amendments herein, Article 10
shall remain in full force and effect and nothing herein in this Amendment shall be deemed to
modify or change the duties and responsibilities of the CONTRACTOR as it relates to securing a
payment bond and performance bond. Each bond must be for the full cost of the Project,
excluding the design costs, as required under Section 10.1.2. This is a design build Project and
has been since its inception when the CONTRACTOR signed the Agreement on July 21, 2011.
The CITY does not waive and has not waived the CONTRACTOR's obligations to secure these
necessary bonds. The payment bond is likewise necessary for all persons who are performing
services for the CONTRACTOR on a subcontract basis as well as the subcontractors, material
men, and other laborers who perform services for the CONTRACTOR during the construction of
the Project. Section 10.1 of the Agreement requires the CONTRACTOR to secure these two
bonds within fifteen (15) days after the issuance of the Notice to Award which in this instance
was in 2011, but in any event prior to commencing the work on the Project. Section 10.1 of the
Agreement is amended to require the CONTRACTOR to submit payment and performance
bonds, each in the amount of Sixteen Million Two Hundred Forty Thousand Dollars
($16,240,000.000), upon the request of the CITY within five (5) days of issuance of the building
permit for the Project. The CITY reserves all of its rights under Article 10 to demand that the
CONTRACTOR execute and fumish to the CITY a performance and payment bond in a form
reasonably acceptable to the CITY.
(a) This Paragraph amends Section 10.2 of the Agreement. Payment and
performance bonds shall continue in effect for one (1) year after final payment becomes due except
as otherwise provided by law or regulation or by the Contract Documents with the final sum of
said bonds reduced after final payment to an amount equal to fifteen percent (15%) of the
Guaranteed Maximum Price. The Parties agrees that Twenty Four Thousand Dollars ($24,000.00)
of the GMP shall be for the costs associated with continuing the two bonds at the reduced rate for
the time period set forth above.
9. Site Investigation. Section 13.8 of the Agreement is deleted in its entirety and
replaced with the following:
CONTRACTOR understands and agrees that any information provided to it by the CITY,
at any time, as to any aspect of the Project is not guaranteed The CONTRACTOR acknowledges
that it has satisfied itself as to the nature and location of the Work, the general and local conditions,
particularly those bearing upon availability of transportation, disposal, handling and storage of
materials, availability of labor, water, electric power, and roads, the conformation and conditions at
the ground and all other matters which in any way affect the Work or the Guaranteed Maximum
Price. The CONTRACTOR further acknowledges that it has satisfied itself as to the character,
quality, and quantity of surface and subsurface materials to be encountered from evaluating
information included in the Contract Documents. Any failure by the CONTRACTOR to acquaint
itself with all the provided information will not relieve CONTRACTOR from responsibility for
properly estimating the difficulty or cost thereof under the Contract Documents.
10. Construction Hours. The CITY agrees to allow the CONTRACTOR to work on
Saturdays, if required.
11. Obligations. The Parties expressly agree that the CONTRACTOR shall not be
released from any and all duties, obligations and/or liabilities arising under or related to the
Agreement.
12. Conflict of Law. This Assignment shall be governed by and construed in
accordance with the laws of the State of Florida, without giving effect to the conflicts of law or
choice of law provisions thereof.
13. Signatt re. The Parties agree that a facsimile signature may substitute for and
have the same legal effect as the original signature.
14. Amendment. This Amendment shall be deemed fully executed on the date that
the last Party signs it.
SIGNATURES ON NEXT PAGE
4
IN WITNESfMREOF, CITY and CONTRACTOR agree to the above terms.
pr"wil Crff OF SUNNY ISLES BEACAL, FLORIDA
Jane A. A'�es' , CMC, City Clerk 7 N S. Edelcup, Mayor
4M Investors, LLC, a Florida limited liability
company ( "CONTRACTOR ")
Jose Mt7prjfi
(
va -ct 411614
Print
Title
4M INVESTORS �, 41 Signed and dated this 4 day of 2013.
STATE OF FLORIDA )
COUNTY OF MIAMI -DADE
The foTg9bg rn ment was acknowledged before me this � day of A/ , 2013,
by �/O:S� /__ °2rJ who is personally known to me or who has
produced as identification.
Florida)
1B*
gnAtui"f Notary Public - State of
BEJIra[tBAdI1r "
�~ Ar7CMNIGSMIEW91
EWES June 17.2015
9oede r=*wy Pc*w* -113
SECOND. AMENDMENT TO THE DESIGN -BUILD
.;{.• AGREEMENT BETWEEN THE CITY OF SUNNY ISLES
BEACH AND 4M INVESTORS LLC
This Second Amendment to the Design -Build Agreement for Pal and Parking Garage between
the City of Sunny Isles Beach and 4M Investors, LLC. executed this 3p day of InM& 2012, is
I made a part of the original Design -Build Agreement for Park and Parking Garage (the "Agreement ")
between the parties dated July 21, 2011, between the City of Sunny Isles Beach ( "City ") and 4M
Investors, LLC. ( "Contractor') a Florida Limited Liability. Company. The City and Contractor hereby
agree as follows:
RECITALS
WHEREAS, the City desires to include additional amenities to the project consisting of the total
and complete design and construction of a park and a three 'hundred and eight (308) space parking garage
consistent with the structural design and aesthetic standards of the City owned garage located at Heritage
Park, associated landscape, irrigation work, underground drainage system, and as generally described in
the revised schematic proposal submitted to the City on February 13, 2012; and
WHEREAS, these additional amenities to the project will increase the guaranteed maximum price
of the project from Ten Million Seven Hundred Thousand Dollars ($10,700,000.00) to Sixteen Million
Five Hundred Thousand Dollars ($16,500,000.00).
NOW, THEREFORE, the City and Contractor agree to enter into this Second Amendment to the
Agreement in accordance with the terms and conditions stated below.
1. PROJECT: Section 1.17 of the Agreement is hereby amended to reflect the Project has been
redesigned to be consistent with the revised site plan submitted on February 13, 2012.
2. INCREASE IN GUARANTEED MAXIMUM PRICE: Sections 1. 13, 5. 1.1 and 5, 1.3 of the
Agreement are hereby amended to reflect that Contractor warrants and guarantees that the
maximum price for all the Design -Build Work on.the Project shall not exceed Sixteen Million
Five Hundred Thousand Dollars ($16,500,000.00), subject to tax exemption savings, based on the
revised Guaranteed Maximum Price Proposal dated March 20, 2012, attached hereto as Exhibit
A ".
3. TAX SAVINGS AGREEMENT AND CONSTRUCTION FENCE. The City and the
Contractor agrees to enter into a tax exemption agreement, attached hereto as Exhibit `B ",
whereby certain purchases under the Agreement can be made through the City. Further,
Contractor, at its own expense, agrees to install a wood panel construction fence with a mural of
the park design on the south side of the Project or Property.
4. OTHER PROVISIONS REMAIN IN EFFECT: Except as specifically modified herein, all
terms and conditions of the original Agreement between the parties, dated July 21, 2011, shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this document as of the date mentioned
above.
WITNESS:
Signature
Print Name
ATTEST:
B
Jane A. Hines, MC, City Clerk
4M INVESTORS, LLC.
BY: �21 -
Signature and Title
CITY OF SUNNY ISLES BEACH
BY:
N men S. Edelcup, Mayor
APPROVED AS TO FORM AND
LEGAL SUFACIENCY
Attorney
4�I
nl<:sE"lao" larch ilec[S
,
March 20, 2012
Mr. Alan Cohen
City Manager
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Islas Beach, FL 33160
Project: Sunny Isles Beach — Gateway Park
Dear Mr. Cohen,
Caporab aaos 305.667.6333
741 B SW 48tH street 305.a67.6670
Man* R 33155 1 USA 11 n'd49axloma34w
With regards to the above referenced project and pursuant to issues discussed during our
meeting of 03119112 and further items discussed during the meetings of 03102112; 03109/12 and
03/15/12, we hereby provide a revised Summary for all additional items submitted for approval
to the Parking Structure Contract (dated 070/11) with a revised Total Project Cost amount.
1. Move garage building to the east (approx. 20' -0` from west property line)
accommodating the future service area at northwest comer of the site — this will be
studied during Design Development.
2. Fire sprinkler system — Provide cost for a total of four (4) levels.
3. Security system - Provide an allowance for conduit prep work In park and garage,
4. Restrooms — Total of six (6) stalls for each men and women restroom capacity.
5. Fence at north side to be 8' -0' high.
6. Add an entry walkway at the northeast comer of the park.
7. Leave walkway path all around the Great Lawn at 16'-0" wide but do not use any loose
gravel and provide pavers and sub - surface compaction to sustain a truck.
8. Make Great Lawn 15 feet wider and reduce the length of the north berm — the height of
the retaining wall to remain while the slope will be greater.
9. Mike sure that the daytime and nighttime lighting Is in separate circuit.
10. Incorporate LED lighting — No Fluorescent lighting and leave Park Site Lighting allowance
at $290,000.00.
11. Make sure that the water features have a covered area for pumps and chemical storage,
12. Eliminate small berm and provide a seat wall with stone coping at the south edge of path
behind the fence.
Caporale Registration /AA0002273
Architect Reglshalion 1 AR14049
EXHIBIT "A"
Mr. Alen Cd=
Mardi 20, 2012
1 J�j
13. Make 'Exotic Planter" a dry planter — no water feature at this location.
14. Study and adjust the proximity of the plaza trees to the kids water feature — Avoid leavee
from dogging the water jet system.
15. Great Lawn shall maintain a constant elevation as originally designed.
16. Provide a 30'x80' stage with a 12'x20' back room and* stage floor to be 42" above
adjacent walkway flooring. — To be designed for a total budget of $500,000.00
17. Provide landscape lighting fixtures with outlets.
18. Provide sufficient electrical panel capacity for other park activities and /or functions
19. Do not use lernon or fruit trees on park
20. Do not use Sabal palms and make landscaping budget an allowance in order to
determine the specific tree species a la{er Ume - U is preferred to use a variety of trees
similar to Pa- irchild Garden.
21. Provide three (3) flag poles at the northeast comer of the site.
22. Slope top of crash wall to avoid kids form walking on surface.
23. All three (3) Kids Play Equipment apparatus to remain as originally designed.
24. Leave Kids Water Court and the Water Wail.
25. Leave the Playground Cover for three apparatus.
28.40i Level Banquet, Hall and Restaurant will not be included as part of the scope of work.
27. Provide a HC restroom for the stage back room.
Note: Due to the fact that at this time there is no soil report or structural engineer design, we
wM maintain a structural slab Inside the storage room. Once we engage in the Design
�.� Deveopment Phase and this Issue is further reviewed we can make a better assessment on
k
what type of slab better suits the project and achieves the target budget. The cost for a non -
structural floating slab is estimated at $20.00 SF (Including the fill required to achieve the same
level of the building ground floor slab).
Please keep in mind that many of these items are of a technical nature that will be incorporate in
the project documents during the Design Development and Construction Document Phase,
therefore they are not reflected on the Site Plan Approval documents at this Ume.
i
Summary of Total Project Costs
Parking Structure Contract = $10,000,000.00
Additional Items to Parking Structure under contract dated 7/21111 submitted for
approval:
Foundation Improvements for 41h Level Construction: $ 490,000.00
Park Improvements 00,000 SF Site) _ $ 3,734,321.00
Pedestrian Bridge and Towers = $ 2,217,941.00
Performance Stage = $ 500.000.00
Total = $ 6,042,262.00
Less Fire sprinkler credit (2 floors) _ ($ 100.000.001
Adivatad Total = $ 8,842,262.00
Page 2 of 3
Mr. Akin Cohen
Vierd7 20, 2012
3/19/12) =
Project Total = (Rounded) $19;600,000.00
Additionally and In accordance with the Parking Structure Contract (dated 07/21/11) - Paragraph
0.10, it is estimated that the City may achieve additional savings of approximately $200,000.00.
Thla will brine the Prolect Cost to an estimated total amount of 06 300 000 00
We maintain our commitment to the City of Sunny Isles-Beach, Florida and please do not
hesitate to contact me if you have any questions or concerns.
Respectfully,
aidoma3architects
Eduardo CGastifieira, Architect
President
Page 3 of 3
TAX EXEMPTION AGREEMENT TO CONTRACT
City of Sunny Isles beach
L W Q, 3o : 2012
The Contractor and Owner desire to enter into an arrangement whereby certain purchases under the Contract can be made
through the Owner as a means of taking advantage of the Owner's status of being exempt from sales and use tax.
L Notwithstanding anything in the Contract to the contrary, the Owner shall directly purchase all materials and
equipment identified in the Contract Documents as required for incorporation into the Project ("Owner- Provided
Materials') and as requested by Contractor pursuant to this Agreement. The Owner does hereby grant to the
Contractor the full authority as an agent of the Owner to prepare, place and execute Purchase Orders for and in the
name of the Owner for all Owner- Provided Materials. The Contractor as agent of the Owner shall sign such
Purchase Orders. No such orders shall be less than $10,000.00.
2. The Owner will be liable for the timely payment for all Owner- Provided Materials. The Contractor will submit
requisitions for orders of Owner - Provided Materials to the Owner for approval when required. Vendors will
render statements CFPM Invoices ") to the Owner for any Owner- Provided Materials purchased. The Owner will
provide copies of all OPM Invoices to the Contractor upon approval by the Owner. After reviewing the OPM
Invoices, the Contractor will return these OPM Invoices with proper back up to the Owner for payment. The
Owner shall make payment directly to the respective vendors as provided in the OPM Invoices. The Owner will
send such vendor payments along with Contractor payment to the Contractor who will, as Owner's agent,
distribute such vendor payments to the respective vendors in return for Releases of Lien. The Owner will provide
Contractor with any tax exemption certificates or other documents required or useful to provide to the vendors of
Owner - Provided Materials to evidence the tax- exempt status of the Owner.
3. The Contract Sum and GMP, but not the Contractor's Fee, shall be reduced by the sum of all Costs of the Work
paid by the Owner for Owner- Provided Materials plus any applicable sales and use tax amounts initially included
in the Contract Sum and GMP for such Owner- Provided Materials.
4. The Contractor shall maintain separate accounting records for all transactions carried out under the authority of
this Agreement. Such records sball be open to the Owner during normal business hours of the Contractor. As
compensation to the Contractor for accounting services inspecting the sales tax savings program, an amount equal
to one -sixth of the tax savings shall be paid to the Contractor upon submittal of proper invoice to the City. Owner
hereby agrees to promptly purchase any materials requested by Contractor pursuant to the Contract upon the
submittal of Purchase Orders to the City.
S. The Contractor shall select, obtain approvals, submit samples, price shop drawings, pursue, receive, inspect, and
accept or reject all Owner - provided Materials purchased in the manner described herein per the Contract. The
Contractor shall remain responsible for the proper installation of all Owner- Provided Materials and will continue
to warrant its installation of these Owner- Provided Materials as provided in the Contract. This Agreement will not
be an acceptable excuse for delay to the construction schedule.
6. The authority granted the Contractor hereunder may be revoked by the Owner at any time upon written notice
delivered to the Contractor at its offices at: 3211 Ponce De Leon Blvd. Suite 301, Coral Gables Beach, Florida
33134, during normal business hours.
The Owner agrees that the Contractor's Fee as set forth in the Contract shall not be reduced as a result of any
Owner - Provided Materials deduct change orders; i.e., the Contractor's Fee shall continue to apply to the total sum
of all remaining Costs of the Work plus the costs of all Owner- Provided Materials and plus the applicable tax
amounts. Likewise, all agreed charging rates based on the GMP or Contract Sum, including without limitation for
bonds and insurance, shall continue to be charged basetodn!t. otal sum of the Contract Sum or GMP amount
plus the costs of all Owner - Provided Materials and plus t ble tax amounts.
Alan J. Coh n, City Manager 4M InvC
The City of Sunny Isles Beach
EXHIBIT "B"
INTERNATIONAL GENERAL CONTRACTOR
PrgecL Gateway Park - Pedestrian Bridge Date: 02110112
Location City of Sunny Isles Beach, Florida
Park Cost Estimate Summary
Noe
Item Description
Its
Cost /Unit
Total
Remarks
2000
SITEWORK
Sod (Installed)
10,000
SF
1.00
10,000.00
Plaza /Walkways (pavers)
,4,000
SF
7.00
28,000.00
Drainage / Site Utilities
1
UN
80,000.00
80,000.00
Landscape Planting
1
UN
50,000.00
50,000.00
Aocwanw
Bridge Installation - Site related costs
1
UN
75,000.00
75,000.00
3000
CONCRETE
Concrete / Masonry - Towers
2
UN
1 275,000.00
550,000.00
lr p N (mr4awns
4000
MASONRY
CM - Included under Concrete
0.00
5000
-
METALS
MetalPanels /Screens
1
UN I
90,000.00
90,OW.00
Stairs
2
UN 1
70,000.00
140,OW.00
8000
CARPENTRY / WOOD & PLASTIC
Included under Concrete
0.00
7000
THERMAL MOISTURE
Included under Concrete
0,00
8000
DOORS 8 WINDOWS
Metal Doors
2
UN 1
2,000.00
4,000.00
9000
FINISHES
Stucco - Included under Concrete
0,00
Paint
1
UN 1
20,OW.00
20,OW.00
10000
SPECIALTIES
Not Applicable
),00
11000
EQUIPMENT
Not Applicable
01
1
0,00
Agend' . e' - 3
Pape 1 d 2 AA
Date
Notes:
01- Estimated project costs does not include the following:
Land acqulsition cost.
Testing fees.
City / Agency fees.
Relocation of ewsting elect. poles.
Upgrades to existing utilities.
Environmental related Issues and/or work.
Demolition of existing structures, utillties, underground constructions, etc.
02- Costs are subject to change based on final program, design and/or site conditions.
Page 2 u12
Park Cost Estimate Summary
No.
Item Description
Units
Cost! Unit
Total
Remarks
M,wN oe.�cn.vee
12000
FURNISHINGS
Not Applicable
1 01
1
1 000
13000
SPECIAL CONSTRUCTIONS
Prefabricated Metal Bridge (Painted)
130
LF
2,200.00
286,000.00
Albwance
14000
CONVEYING SYSTEMS
Elevators
2
UN
85,000.00
170,000.00
15000
MECHANICAL
Not Applicable
000
16000
ELECTRICAL
Electrical work! Panels
1
UN
80,000.00
80,000.00
Lighting
1
UN I
100,000.00
100,000.00
Asaeanoe
SUB -TOTAL
$1,663,OOD.00
Contingency
General Conditions
Gen. Liability Insurance
GC Overhead / Fee
$41,575.00
$170,457.50
$26,250.46
$95,064.15
TOTAL HARD COST
$1,996,347.10
ArE & Consultants Professional Fees
Letter of Credit
$199,634.71
$21,959.82
PROJECT TOTAL
$2,217,941.63
Notes:
01- Estimated project costs does not include the following:
Land acqulsition cost.
Testing fees.
City / Agency fees.
Relocation of ewsting elect. poles.
Upgrades to existing utilities.
Environmental related Issues and/or work.
Demolition of existing structures, utillties, underground constructions, etc.
02- Costs are subject to change based on final program, design and/or site conditions.
Page 2 u12
INTERNATIONAL GENERAL CONTRACTOR
Ptol«e Gateway Park Date: 03116112
Locefty City of Sunny Isles Beach, Floilda
Park Co§tfstimate Stimmary
(Incorporates City Requirements of 3012; $10/12 end 3115/12)
Code
No.
Item Description Unl s
Am,�
-
Cost /Unit
Totaf
Remarks
2000
RK
Earthwork
4,445
CY
40.00
177,800.00
Fa 8 setife t
ling & compaction - .labor
.60,000
SF
berm fin & compaction
W
1,164
CY
40.00
46,560.00
FA s swjk nt
(41
395
CY
35.00
13,825.00
rss type sod (Installed)
44,438
SF
1.00
44,438.00
aertruda grass
ys (pavers)
30,200
SF
1400
422,800.00
/Site UUIiOes
1
200,000.00
andscape planting / Irrigation
11
UN
1 222,480.00
222.480400
Aaoxranoe
Playground surface material (Installed)
1 3.6001
UN
1 12.00
43,200.00
3000
CONCRETE
Concrete /Masonry
1
UN
78,000.00
78,000.00L—
"'�easeat` 1
Ir oonaeteca
4000
_
MASONRY
CMU - Included under Concrete
0400
Stone wall copping l a, (installed)
2,600
LF
25.00
65,pp0.00.
5000
METALS
Picket Fence (q4r high)
887
LF
60.00
53,220.00
Picket Fence (8'-0' high)
313
LF
80.00
25,040.00
Gates
7
UN
20. 000.00
20,000.00
VehkLft Pedeslr®n
6000
CARPENTRY! WOOD & PLASTIC
Included under Concrete
0
7000
THERMAL MOISTURE
Included under Concrete
000
8000
DOORS & WINDOWS
Included under Concrete
0
8000
FINISHES
Stucco. Included under Concrete
000
Paint
11
UN I
15,000.00
15,000.00
10000
SPECIALTIES
Mot Applicable
0.00
Page i of 2
Notes:
01 -. Estimated project costs does not Include the following:
Land ao"itlon cost.
Testing fees.
City / Agency fees.
Relocation of odsting elect. poles.
Upgrades to e)dsling utilities.
Environmental related Issues and/or work.
DemotiOon of eidsting structures, utilities, underground constructions, etc.
02- Costs are subject to change based on final progran%giVnandfor site condtd'ons.
Park Cost Estimate Summary
(Incorporates City Requirements of 3012; 3/9/12 and 3115/12)
Code
Item Description
Unit (s)
Nna,vM pny,Wp,
Cost / Unit
Total
Remarks
11000
EQUIPMENT
Flag Poles (Installed)
3
UN
2,500.00
7,500.00
12000
FURNISHINGS
Benches (Installed)
21
UN
1,500.00
31,500.00
Asv,.anae
Trash Receptades (Installed)
a
UN
800.00
6,400.00
Plaza Tables 8 Chairs
1
UN
30,000.00
30,000.00
Aeowance
Kids Play Equipment (Installed)
3
UN
35,000.00
105,000.00
ABonama
13000
SPECIAL CONSTRUCTIONS
IOds Water Court
1
UN
200,000.00
200,000.00
Playground Cover ConsWOtion
3
UN
30,000.00
90.000.00
ALoxa,ce
Fire Sprinkler System
1
UN
304,200.00
304,200.00F:4bwft
Larger Restrooms
774
SF
90.00
69,880.00
Larger Storage
2,845
SF
30.00
65.350.00
14000
CONVEYING SYSTEMS
•
Not Applicable
0.00
15000
MECHANICAL
Not Applicable
0.00
16000
ELECTRICAL
Park Site Lighting
1
UN
290,000.00
290,000.00
Ae mnce
Parking Garage - LED Lighting
1
UN
25,000.00
25,000.00
Aamrmre
Day / Nlghtime Separate Curcuit
1
UN
8,000.00
8,000.00
Security System prep-work
1
UN
30.000.00
30,000.00
AmuruKe
SUB -TOTAL
$2,799,973.00
Contingency
General Conditions
Gen. Liability Insurance
GC Overhead / Fee
$69,999.33
$286,997.23
$44,197.57
$150,058.36
TOTAL HARD COST
S_ 3,381,225.49
A/E 8 Consultants Professional Fees
Letter of Credit
$336,122.55
$38,973.48
PROJECT TOTAL
$3,734,321.52
Total Cost/ SF
$b2.24
Notes:
01 -. Estimated project costs does not Include the following:
Land ao"itlon cost.
Testing fees.
City / Agency fees.
Relocation of odsting elect. poles.
Upgrades to e)dsling utilities.
Environmental related Issues and/or work.
DemotiOon of eidsting structures, utilities, underground constructions, etc.
02- Costs are subject to change based on final progran%giVnandfor site condtd'ons.
INTERNATIONAL GENERAL CONTRACTOR
Rojea: Gateway Park - Performance Stage Date: 03/21M2
Location: City of Sunny Isles Beach, Florida
Park Cost Estimate Summary
(Incorporates City Requirements of 3012; 3/9/12 and 3115/12)
CNoa
Item Description
nluugnauan
Cost /Unit
Total
Remarks
wmoe
2000
SITEWORK
Installation - Equip. 6 site related casts
1
UN
1 18,000.00
18,000.00
3000
CONCRETE
Cone. I Masonry - Stage/WaIVBackroom
1
UN
1 109,000.00
109,000.00
Including foundations
4000
MASONRY
CMU - Included under Concrete
0,00
5000
METALS
Primary Support Columns
4
UN
I 7,000.00
28,000.00
Roof support system - Beams 8 Truss
1,600
SF
1 2000 .
36,000.00
6000
CARPENTRY / WOOD & PLASTIC
Included under Concrete
0.00
7000
THERMAL MOISTURE
Metal Roofing
1,8N0
SF 1
22.00
39,600.00
8000
DOORS & WINDOWS
Not Applicable
0,00
9000
FINISHES
Stucco - Included under Concrete
0
0.00
Paint - Metal /Stucco
1 I
UN 1
15,000.00
15,000.00
10060
SPECIALTIES
Not Applicable
0.00
11000
EQUIPMENT
Not Applicable
0.00
Page i of 2
Notes:
01- Estimated project costs does not include the following:
Land acquisition cost.
Sound System Design / Installation / Equipment
Testing fees.
City /Agency fees.
Relocation of existing elect. poles.
Upgrades to existing utilities.
Environmental related issues and/or work.
Demolition of existing structures, utilities, underground constructions, etc.
02- Costs are subject to change based on final program, design and /or site condlllons.
Page 2 of 2
Park Cost Estimate Summary
(Incorporates City Requirements of 312/12; 3/9/12 and 3115112)
`Noe
Item Description
uN�n
Cost I Unit
Total
Remarks
12000
FURNISHINGS
Not Applicable
000
13000
SPECIAL CONSTRUCTIONS
Not Applicable
000
14000
CONVEYING SYSTEMS
Not Applicable
000
15000
MECHANICAL
A/C System (Installed)
1
UN 1
10,000.00
10,000.00
HC Restroom at badaoom
1
UN 1
19,800.00
19,800.00
�dl er &sewer
16000
ELECTRICAL
Electrical work / Panels
1
UN
40,000.00
40,000.00
Lighting
t I
UN 1
60,000.00
60,000.00
Allowance
SUB -TOTAL
$375,400.00
Contingency
General Conditions
Gen. Liability Insurance
GC Overhead / Fee
$9,385.00
$38.478.50
$5,925.69
$21,459.46
TOTAL HARD COST
$450,648.65
A/E 8 Consultants Professional Fees
Letter of Credit
$45,084,68
$4,957.14
PROJECT TOTAL
$500,670.65
ROUNDED PROJECT TOTAL
$500,000.00
Notes:
01- Estimated project costs does not include the following:
Land acquisition cost.
Sound System Design / Installation / Equipment
Testing fees.
City /Agency fees.
Relocation of existing elect. poles.
Upgrades to existing utilities.
Environmental related issues and/or work.
Demolition of existing structures, utilities, underground constructions, etc.
02- Costs are subject to change based on final program, design and /or site condlllons.
Page 2 of 2
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BEACH AND 4M INVESTORS, LLC
This First Amendment to the Design -Build Agreement for Park pd Parkin&Cjarage between the
City of Sunny Isles Beach and 4M Investors, LLC. executed this/g: L� day of 2012, is
made a part of the original Design -Build Agreement for Park and Parking Garage (the Agreement ")
between the parties dated July 21, 2011, attached hereto as Attachment "A" and incorporated herein,
between the City of Sunny Isles Beach ( "City's and 4M Investors, LLC. ( "Contractor") a Florida Limited
Liability Company. The City and Tenant hereby agree as follows:
RECITALS
WHEREAS, on or about July 21, 2011, the City and Contractor entered into the Agreement for
certain parcels of real property located in the City which the City owns and upon which it intends to have
constructed site improvements consisting of a Park and Parking Garage for Gateway Park located in the
City of Sunny Isles Beach; and
WHEREAS, on or about January 19, 2012, the City Commission passed and adopted Resolution
No. 2012 -1841 which authorized Contractor an extension of time up to April 19, 2012, to present a site
plan for the design of the Park and Parking Garage in accordance with the development review process of
the Code of the City of Sunny Isles Beach (a copy of Resolution No. 2012 -1841 is attached hereto as
Exhibit "A").
NOW, THEREFORE, the City and Contractor agree to enter into this First Amendment to the
Agreement in accordance with Resolution No. 2012 -1841 and the terms and conditions below.
1. EX'T'ENSION OF TIME FOR DEVELOPMENT APPROVALS: Article 4, Section 4.1 of the
Agreement is hereby amended to reflect that Contractor shall be required to present a final site plan
approval for the Project no later than April 19, 2012.
2. OTHER PROVISIONS REMAIN IN EFFECT: Except as specifically modified herein, all
terms and conditions of the original Agreement between the parties, dated July 21, 2011, shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this document as of the date mentioned
above.
4M INVESTORS, LLC.
BY: —A
Signature and Title
ATTEST:
BY: ,
J—an—e—K. Rffies, CMC, City Clerk
CITY OF SUNNY ISLES BEACH
DESIGN -BUILD
AGREEMENT
PARK AND PARKING GARAGE
THIS AGREEMENT (this - Agreement'), made and entered into the `1& day of
2011 by and betwean
CLIE TI':
CIIT OF SUNNY ISLES BEACH, FLORIDA
a municipal corporation, and its assigns
18070 Collins Avenue
Sunny isles Beach, FL 33160
(hereinafter to refmred to as "CII ), and
Vrkcp
DESIGN BUILDER:
4M Investors, LLC
a Florida corporation
(hereinafter referred to as "CONTRACTOR')
PROJECT:
Parr and Paddng Garage (hereinafter referred to as the "PROJECT' and which shall be further
defined in this Agreement)
This Agreement may refer to the CLIENT or CONTRACTOR, individually, or as "Patty" or as
"Parties."
WHEREAS, the CITY, has identified a certain parcels of real property located in the CrfY
(the , Land" specifically described in Exhibit "A'), which the CITY owns and upon which it intends
to have constructed site improvements consisting of a Pant and Panting Garage and all incidentals
thereto including as further defined in this Agreement;
WHEREAS, the CITY wishes to retain the CONTRACTOR to perform all design,
construction and other services associated with and/or necessary to timely construct a code
compliant Project within the Guaranteed Maximum Price (hereinafter referred to as "Design- Build"
services which shall be further defined in this Agreement);
WHEREAS, the CONTRACTOR agrees to complete the Design -Build services within the
contract times and for a specified and fixed contract price as set forth in this Agreement; and
WHEREAS, CITY has determined that entering into this Agreement with CONTRACTOR
to provide the Design-Build services for this Project is in the best interests of the health, safety, and
welfare of the citizens and residents of Miami -Dade County and of the CITY of Sunny Isles Beach,
Florida; and
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and undertakings
and other good and valuable consideration the receipt and sufficiency of which is hereby
admowledged, the parties do mutually covenant and agree as follows:
SIB
ARTICLE 1- DEFINITIONS ARTICLE 1- DEFI[NMONS
Wherever used in this Agreement or in the other Contract Documents the following tams
have the meanin gs indicated which are applicable to both the singular and plural thereof:
1.1 - the written agreement between the CITY and CONTRACTOR
covering the Warr to be performed including other Contract Documents that are attached to the
Agreement or made a part thereof.
1.2 Building Department - The Building Department of the CITY of Sunny Isles Bead,
Florida, or its authorized employees.
1.3 Change Order - A document which is signed by the CONTRACTOR and CITY,
through its duly designated and formally authorized agent, which authorizes the performance of the
Extra Wodc. The CONTRACTOR shall not perform Extra Work of any kind, however
chaiactenzed, for which it expects to claim additional compensation without written authorization
from the CITY. If the CITY authorizes the CONTRACTOR to perform Extra Work, then prior to
performing the Extra Work, the CITY and CONTRACTOR shall enter into a written Change Order
specifying the services or work to be performed, the additional Contract Time that may be required
and the compensation to be paid for this Extra Wodc. Any Extra Work performed by the
CONTRACTOR without the CITY'S prior written approval shall not be compensable, without
except ion. The CONTRACTOR intentionally, knowingly and voluntarily waives any claim for
unjust enrichment or quantum merit with respect to any work performed in the absence of a written
Change Order. Any waiver of this provision must be in writing and signed by both Parties and in no
event shall such written waiver extend to any subsequent event.
L4 CITY - The CITY Commission of the CITY of Sunny Isles Beach, Florida and its
designated official authorized to provide approval or consent with respect to this Agreement.
1.5 City Manager- City Manager of the City of Sunny Isles Beach or his designee.
1.6 Conned Documents - The Contract Documents consist of the Drawings, Plans and
Specifications, Non - Collusive Affidavit, Public Entity Crimes Form, this Agreement, Notice of
Award, Notice to Proceed, Certificate(s) of InsUrnnCe. Payment and Performance Bonds and any
additional documents which are required to be submitted under this Agreement, and all Written
Amendments and Change Orders issued on or after the effective date of the Contract-
1.7 Defective - An adjective which when modifying the Wodc refers to Work that is
defective under Applicable Building Codes and General Industry Standards, faulty or deficient, or
does not conform to the Contract Documents, or does not meet the requirements of any inspection,
reference standard, test or approval referred to in the Contract Documents, or has been damaged
prior to final payment-
1.8 Design -Build Work – Shall be defined to include Park and Paddng Garage, all
design services associated with and/or necessary to timely constmct the code compliant Project and
construction services associated with and/or necessary to timely complete the Project within the
Guaranteed Maximum Price, including, but not limited to, all site related work without limitation,
SIB
furnishing all labor and services, the procurement of all equipment and materials reasonably
inferable from the Contract Documents that will be used and/or incorporated into the Project.
1.9 Drawings (also referred to as "Plans ") — shall be defined to mean the "Issued for
Construction" design package, which are signed and sealed by a Florida licensed Engineer and
which are sufficient to secure a permit, that the CONTRACTOR is obligated to produce to the
complete satisfaction of the CITY and which is deemed one hundred percent (100%) complete for
the construction of the entire Project.
1.10 Effective Date ofthe Agreement - The date indicated in the Agreement on which it
becomes effective, but if no such date is indicated it means the date on which the Agreement is
signed and delivered by the last of the two parties to sign and deliver.
1.11 Extra Work - shall be defined to mean work totally outside the scope of the
Drawings, Specifications and/or the contemplation of the Contract Documents. All extra work
shall require an executed change order from the designated official authorized to provide the
approval. Any Extra Work performed by the CONTRACTOR without the CrFY'S prior written
approval shall not be compensable without exception. Any waiver of this provision must be in
writing and signed by both Parties and in no event shall such written waiver extend to any
subsequent event.
1.12 Field Order - A written order issued by City Manager or designee which orders
minor changes in the work but which does not involve a change in the Guaranteed Maximum Price
or the Contract Time.
1.13 Guaranteed. Maximum Price — shall be defined to mean that the CONTRACTOR
warrants and guarantees that the maximum price to the CrrY for all of the Design -Build Work on
the Project shall be Ten Million Dollars ($10,000,000.00) (hereinafter referred to as "GMP" and/or
"Contract Price"). The GMP is deemed to include costs, fees, prices, expenses, overhead, profit,
including all sales, use, consumer and other taxes mandated by applicable law, and any escalation
associated therewith with respect to all equipment material and labor through the completion of the
entire Project. A portion of the GMP shall be attributed to the design phase of the Project and the
remainder attributed to the construction phase.
1.14 Notice of Award - The written notice by CrrY to the CONTRACTOR stating that
the CONTRACTOR is awarded the privilege to design and construct the Project on the condition
that the Parties are able to negotiate, to the Crr'Y'S complete satisfaction, and execute an
Agreement for the design and construction of the entire Project.
1.15 Notice to Proceed - A written notice given by CITY to CONTRACTOR fixing the
date on which the Contract Time will commence to run and on which CONTRACTOR shall start
the design and construction phases under this Agreement.
1.16 SMifications — Shall be defined to mean the written technical descriptions, that
accompany the Drawings of all materials, equipment and other construction systems, including the
quantity and quality associated therewith, as well as other standards and workmanship as applied to
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the Work and certain administrative details applicable thereto that the CONTRACTOR is obligated
to prepare to the complete satisfaction of the Cil'Y which is deemed one hundred percent (100%)
complete for the construction of the entire Project
1.17 Project — The Project means the total and complete design and construction a Park
and a three hundred eight (308) space Parking Garage consistent with structural design and
aesthetic standards of City owned garage located at Heritage Park, associated landscape, irrigation
work, underground drainage system, and as generally described in a schematic proposal submitted
to the C" on April 21, 2011, and all other incidentals thereto identified by the CITY during the
design and construction phases of the Project which the CITY concludes, at its sole discretion, are
required to be included complete the Project. The schematic proposal is attached hereto as Exhibit
"A"
1.18 Subcontractor - An individual, firm or corporation having a direct Contract with
CONTRACTOR or with any other Subcontractor for the performance of a part of the Work at the
site.
1.19 Soplier - A manufacturer, fabricator, supplier, distributor, materialman or vendor.
1.20 Work — Shall be defined to include all of the services under the definition of Design -
Build.
1.21 Work Change Directive - A written directive to CONTRACTOR issued on or after
the Effective Date of the Agreement and signed by CITY and recommended by City Manager or
designee ordering an addition, deletion or revision in the Work. A Work Change Directive shall
not change the Guaranteed Maximum Price or Time, but demonstrates a desire that the parties
expect that the change directed or documented by a Work Change Directive may be incorporated in
a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on
the Guaranteed Maximum Price or Contract Time. Notwithstanding the foregoing, the
CONTRACTOR understands and agrees that the decision by the CITY to sign a Change Order is
completely and totally within the CITY'S discretion and that if the CITY decides not to execute a
Change Order, the CONTRACTOR shall not be entitled to recover any compensation whatsoever
for the work performed under the Work Change Directive. The CONTRACTOR understands and
agrees that any work, however characterized, performed by the CONTRACTOR without the
CITY'S prior written approval shall not be compensable, without exception. The CONTRACTOR
intentionally, knowingly and voluntarily waives any claim for unjust enrichment or quantum merit
with respect to any work performed in the absence of a written Change Order. Any waiver of this
provision must be in writing and signed by both Parties and in no event shall such written waiver
extend to any subsequent event.
1.22 Written Amendment - A written amendment of the Contract Documents, signed by
CffY and CONTRACTOR on or after the Effective Date of the Agreement.
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ARTICLE 2 - CONTRACT DOCUMENTS ARTICLE 2 - CONTRACT DOCIJNWI I'S
2.1 Enumeration of Contract Documents.
The Contract Documents which comprise the entire agreement between CTI7 and
CONTRACTOR are attached to this Agreement, made a part hereof and consist of the following:
2.1.1 This Agreement (pages 1 -_ + Exhibits A & B + other items and
documents identified on the attached Enumeration of Contract Documents).
2.1.2 Construction performance bond.
2.1.3 Construction payment bond.
2.1.4 Drawings and Specifications.
2.1.5 Insurance certificate.
2.1.6 Notice of Award and Notice to Proceed.
2.1.7 Clarifications and Exclusions.
2.1.8 All applicable provisions of State, Federal or local law.
2.1.9 Any modification, including all Change Orders, Field Orders and Written
Amendments duly delivered after execution of Agreement.
2.2 Entire Ageement and Contract Interpretation.
The Contract Documents comprise the entire agreement between CITY and
CONTRACTOR concerning the Work. This Agreement shall be governed by the laws of the
State of Florida, without regard to its conflict of law provisions. The Contract documents are
intended to be complementary and interpreted in harmony so as to avoid conflict, with the express
qualification that the Contract Documents must be read in such a manner as to afford the greatest
possible protection to the CITY, including, but not limited to, ensuring that all of the Design -
Build Work for the Project is completed within the warranted Guaranteed Maximum Price.
2.3 Amendine and Supplementing Contract Documents.
The Contract Documents may be amended to modify the terms and conditions of the
Agreement in one or more of the following ways:
2.3.1 A Change Order;
2.3.2 A Written Amendment;
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2.3.3 A Work Change Directive.
2.4 Suimlements. Minor Variations or Deviations
CITY will not authorize any Change Orders to the Contract Documents, except in a
manner set forth in this Agreement and allowed by law. CONTRACTOR covenants and agrees
that CITY shall not be responsible for the costs above those set forth herein unless the same are set
forth in a Change Order. Any and all Change Orders issued by the authority of an entity not a party
to this Agreement shall not be compensated by CITY, and shall not constitute a Change Order.
2.5 Representation of CONTRACTOR.
Execution of the Contract by the CONTRACTOR is a representation that
CONTRACTOR has visited the site and become familiar with the local conditions under which the
Work is to be performed.
2.6 Before - Commencing Operations.
Before undertaking each part of the Work, CONTRACTOR shall carefully study
and compare the Contract Documents and check and verify pertinent figures shown thereon.
ARTICLE 3 — SCOPE OF WORK
3.1 Scone of Work
3.1.1 The CONTRACTOR shall provide services for the designing and construction of
the Project as described in the Contract Documents with all required minimum standards of
construction as required by the Contract Documents. When words which have a well -known
technical or trade meaning are used to describe Work, materials or equipment such words shall be
interpreted in accordance with that meaning. Reference to standard specifications, manuals or codes
of any technical society, organization or association, or to the laws or regulations of any
governmental authority, whether such reference be specific or by implication, shall mean the latest
standard specification, manual, code or laws or regulations in effect at the time of contract award,
except as may be otherwise specifically stated.
3.1.2 The CONTRACTOR agrees to provide each and every item of expense necessary
for the design and construction of the Project in accordance with and within the scope of the
Guaranteed Maximum Price. It is agreed between the Parties that the Contract Documents describe
a functionally complete Project consisting of total design performed by the design professional and
construction to be completed in accordance with the Contract Documents. It is further agreed that
the CONTRACTOR warrants that any and all Work, materials or equipment that may reasonably
be inferred from the Contract Documents as being required to produce the intended result will be
supplied by the CONTRACTOR at its own costs within the Guaranteed Maximum Price, whether
or not specifically called for. The CONTRACTOR warrants and accepts that any and all repair
work required during the construction phase, irrespective of the cause, shall be deemed the
responsibility of the CONTRACTOR and included in the Guaranteed Maximum Price. The
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CONTRACTOR warrants and accepts that any and all work necessitated by inspections which is
not prescribed in the Plans or Specifications, but necessitated to bring the project into conformity
with the Contract Documents and all applicable laws, codes, regulations, procedures and/or
considered inside the contemplation of the Contract Documents shall be deemed the responsibility
of the CONTRACTOR and included in the Guaranteed Maximum Price. The CONTRACTOR
warrants and accepts that all other work of any kind, however characterized, not prescribed in the
Plans or Specifications, but necessitated to bring the project into conformity with the Contract
Documents and all applicable laws, odes, regulations, procedures and/or considered inside the
contemplation of the Contract Documents shall be deemed the responsibility of the
CONTRACTOR and included in the Guaranteed Maximum Price. Finally, the CONTRACTOR
accepts, understands and agrees that this provision of the Agreement is a material inducement for
the CITY to enter into this Agreement and that the CITY has indeed relied on this particular
provision in making its decision to enter into this Agreement.
ARTICLE 4 - CONTRACT TIME
4.1 Time is of the Essence of this Contract.
CONTRACTOR agrees to obtain site plan approval for the Project from the City
Commission of the City of Sonny Isles Beach no later than December 31, 2011. CONTRACTOR
further agrees to apply for a building permit for the Project with the Building Department City of
Sunny Isles Beach no later than June 30, 2012. The Work shall be shall be substantially completed
no later than Three Hundred Ten (310) days from Notice to Proceed, or the issuance of a
Temporary Certificate of Occupancy ('TCO "), whichever event occurs fast. The Notice to Proceed
shall be issued for the construction of the Project upon the submittal of a application for building
permit for the Project or the approval of 90% percent design by the CITY, whichever occurs first.
The CONTRACTOR shall commence on site construction of the Project no later than five (5) days
after the City's issuance of the Notice to Proceed. CONTRACTOR agrees that all Work shall be
prosecuted regularly, diligently and uninterrupted at such rate of progress as will ensure full
completion thereof within the time specified. Failure to achieve timely, substantial and/or final
completion shall be regarded as a breach of this Agreement and subject to the appropriate remedies
including but not limited to, liability for liquidated damages in accordance with Paragraph 12.3
herein
ARTICLE 5 CONTRACT SUM - GUARANTEED MAXIMUM PRICE
5.1 Guaranteed Maximum Price,
5.1.1 CrFY shall pay CONTRACTOR in current funds as full compensation for the
performance of all the Work for the design and construction of the Project which shall consist of a
Park and a three hundred eight (308) space Parking Garage which is subject to additions and
deductions by Change Order or Written Amendment as provided in this Agreement, and subject
further to possible reductions as set forth in Article 6.2.1 below, the sum of ($10,000,000.00) Ten
Million Dollars (the "Guaranteed Maximum Price"). This Anicle is subject to the terms and
conditions of Article 20 hereof.
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5.1.2 The initial sum total of ($950,000.00,) Nine Hundred Fifty Thousand Dollars shall
be attributed to the design phase, with the remaining amount attributed to the construction phase.
Ownership in the signed and sealed 100% "Issued for Construction" set of Plans and Specifications
shall vest in the CITY once a permit is issued to commence construction.
5.1.3 The CONTRACTOR understands that the CrFY is concerned with ensuring that an
acceptable vendor is found to lease the high -end mail restaurant space to be constructed as part of
the Project in accordance with a LeaselDevelopment Agreement. To that end, the CONTRACTOR
agrees arid warrants that it shall be the CONTRACTOR'S responsibility to locate and secure a
vendor, acceptable to the CfTY, to occupy the high -end retail restaurant space within six months
from the date that this Agreement is signed or approved by the City Commission. Notwithstanding
anything to the contrary in this Agreement, the CONTRACTOR agrees that if the CONTRACTOR
is unable to locate and secure such a vendor, that the CITY shall have the absolute right to convert
the proposed retail restaurant area ("leased area ") to open/park space. If the leased area is converted
to park area, the CONTRACTOR shall provide the CITY with a fixed price for the design and
construction of the leased area to a park area. The fixed price shall be provided no later than five
(5) days of approval of this Agreement by the City Commission. The Guaranteed Maximum Price
may be increased to reflect the fixed price design and construction of the leased area.
ARTICLE 6 CONTRACTOR'S RESPONSIBU ITIES
6.1 Responsibilities - Construction Phase.
6.1.1 Consultation: CONTRACTOR will schedule and attend regular meetings and will
consult with CITY regarding site use and improvements, and the selection of materials, building
systems, and equipment.
6.1.2 Subcontractor; and Suppliers: CONTRACTOR shall develop subcontractor interest
in the Project and shall furnish to the CITY, information, a list of subcontractors, including
suppliers who are to famish materials or equipment fabricated to a special design. The receipt of
such list shall not require the CITY to investigate the qualifications of proposed subcontractors or
suppliers, nor shall it waive the right of the CITY later to object to or reject any proposed
subcontractor or supplier, and is furnished by CONTRACTOR to CITY for informational purposes
only. Subject to the rights of the CITY to purchase supplies and materials in furtherance of the
sales tax program as described in Article 6.16 hereof, CONTRACTOR shall have authority in
awarding subcontractors and purchase orders.
6.1.3 Extent of Responsibility CONTRACTOR shall be responsible for the architecture,
engineering, construction and completion of the Project.
6.2 Guaranteed Maximum Price.
6.2.1 The Guaranteed Maximum Price is also subject to further reduction by an amount
calculated by multiplying the applicable Florida sales tax rate times the amount of material and
supplies purchased by the CITY under the sales tax program described in Article 6.16 hereof. The
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Guaranteed Maximum Price may be modified only as herein provided including possible changes
as a result of Extra Work as may be documented in a City Commission approved Change Order[sI.
6.2.2 The Guaranteed Maximum Price shall include in the Cost of Work only those taxes
which are enacted at the time the Guaranteed Maximum Price is established.
6.2.3 The Guaranteed Maximum Price shall include all direct and indirect costs associated
with the design and construction phases of the Project, including but not limited to, procurement of
materials and equipment, labor, overhead, profits, contingency, pemtits, insurance; performance
and payment bonds, utilities, fees, and taxes.
6.3 Administration.
6.3.1 The CONTRACTOR shall schedule and conduct weekly meetings at which the
CITY and CONTRACTOR, and appropriate Subcontractors can discuss the status of the Work. The
CONTRACTOR shall prepare and promptly distribute meeting minutes.
6.3.2 The CONTRACTOR shall provide monthly written reports to the CITY and
designated consultants on the progress of the entire Work.
6.3.3 The CONTRACTOR may develop a system of cost control for the Work, including
regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and
proposed changes.
6.4 Design Responsibilities.
6.4.1 CONTRACTOR shall prepare preliminary design documents consisting of
preliminary drawings, specifications and other documents to fix and describe the size, quality,
quantity and characters of the Work, its architectural, structural, mechanical and electrical systems
and the materials and other elements of the Work.
6.4.1.1 CONTRACTOR shall submit the preliminary design documents to
CITY for review and authorization to proceed with the final design preparation. The
CONTRACTOR understands and agrees that the CITY, may at its sole discretion, require changes
to the preliminary design. All such changes shall be made at the sole and exclusive cost of the
CONTRACTOR and be deemed part of the Guaranteed Maximum Price, except for changes
outside the scope of the Work Upon authorization from the CITY to proceed with the
commencement of the entire design, CONTRACTOR shall begin to prepare drawings, schedules,
specifications, technical criteria, written descriptions, design data, construction documents and
diagrams setting forth in detail the requirements for the complete construction of the Work. The
preparation of this work shall be done in three phases: 3030 thirty percent; 60% sixty percent and
90%, ninety percent.
6.4.1.2 The design services shall be performed by qualified architects,
engineers and other professionals duly licensed by the State of Florida and holding current
certificates of registration under the laws of the State of Florida.
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6.4.1.3 CONTRACTOR shall prepare and submit for review to the CITY a
30% design package consisting of drawings and specifications for the site work, foundations,
utilities, irrigations systems and other related incidentals.
The CONTRACTOR understands and agrees that the CITY, may at its sole
discretion, require changes to the 30% percent design. All such changes shall be made at the sole
and exclusive cost of the CONTRACTOR and be deemed part of the Guaranteed Maximum Price,
except for changes outside the scope of the Work CONTRACTOR understands and agrees that any
information provided to it by the CITY as to any aspect of the Project is not guaranteed. In
particular, and without limiting the foregoing disclaimer, identifying the location of existing utilities
shall be the CONTRACTOR'S responsibility including identifying the location, character and
depth of the existing utilities. Extreme caution shall be exercised by the CONTRACTOR to
eliminate any possibility of any damage to utilities resulting from the CONTRACTOR'S activities.
Any and all such damage shall be the responsibility of the CONTRACTOR and all work associated
with repairs related to such damage shall be completed to the CITY'S satisfaction and at the sole
and exclusive cost of the CONTRACTOR and be deemed part of the Guaranteed Maximum Price.
The location of all overhead utilities shall be verified. The CONTRACTOR shall be responsible for
determining which poles will need shoring during excavation and shall provide such shoring and
support as is required. The CITY'S review of the design plans shall not be deemed an acceptance
of the plans nor be deemed a pre- approval related to the permitting process that the plans will be
required to undergo with the Building Department.
6.4.1.4 CONTRACTOR shall prepare and submit for review to the CITY a
607o design package consisting of drawings and specifications for the structural, architectural and
landscaping portion of the Project.
The CONTRACTOR understands and agrees that the CITY, may at its sole
discretion, require changes to the 60% percent design. All such changes shall be made at the sole
and exclusive cost of the CONTRACTOR and he deemed part of the Guaranteed Maximum Price,
except for changes outside the scope of the Work. CONTRACTOR understands and agrees that
any information provided to it by the CITY as to any aspect of the Project is not guaranteed. The
CITY'S review of the design plans shall not be deemed an acceptance of the plans nor be deemed a
pre- approval related to the permitting process that the plans will be required to undergo with the
Building Department.
6.4.1.5 CONTRACTOR shall prepare and submit for review to the CITY a
90% design package consisting of drawings and specifications for the mechanical, plumbing,
electrical, equipment, instrumentation and all other related work necessary to have a fully functional
and completed Project.
The CONTRACTOR understands and agrees that the CITY, may at its sole
discretion, require changes to the 90% percent design. All such changes shall be made at the sole
and exclusive cost of the CONTRACTOR and be deemed part of the Guaranteed Maximum Price,
except of changes outside the scope of the Work CONTRACTOR understands and agrees that any
information provided to it by the CITY as to any aspect of the Project is not guaranteed. The
CITY'S review of the design plans shall not be deemed an acceptance of the plans nor be deemed a
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pre- approval related to the permitting process that the plans will be required to undergo with the
Building Department.
6.4.1.6 CONTRACTOR shall prepare and submit for review to the Cr1'Y an
"Issued for Construction" design package, which necessarily includes Plans and Specifications, that
the CONTRACTOR is obligated to produce to the complete satisfaction of the CITY which is
deemed one hundred percent (100%) complete for the construction of the entire Project, which are
signed and sealed by a Florida Licensed Engineer and which are sufficient to secure a permit for the
construction of the entire Project. The CITY shall not make any changes to the Plans and
Specifications at 100% percent design if CONTRACTOR satisfies all comments made by the CffY
at 90% percent design.The CITY'S review of the design plans shall not be deemed an acceptance of
the plans nor be deemed a pre- approval related to the permitting process that the plans will be
required to undergo with the Building Department. The construction phase of the Project shall not
commence until the Building Department has issued a permit based on the 100% "Issued for
Construction" design package.
6.4.2 Once the 100% completed "Issued for Construction" design package has received a
permit from the Building Department to commence construction, these Drawings and
Specifications shal l then be considered part of the Contract Documents.
6.4.3 The CONTRACTOR agrees that any and all revisions that the Building Department
may require to the "Issued for Construction" Drawings and Specifications shall be the responsibility
of the CONTRACTOR and be so revised at the sole and exclusive cost of the CONTRACTOR and
be deemed part of the Guaranteed Maximum Price.
6.4.4 The CONTRACTOR shall provide to CrI'Y three (3) record sets and three (3)
working sets of full size prints of the Drawings and Specifications. CONTRACTOR shall signify,
by affixing an endorsement (seal/signature, as appropriate) on every sheet of the record set, that the
Work shown on the endorsed sheets was produced by CONTRACTOR. With the record set of
prints, CONTRACTOR shall submit a final set of approved design computations to the CITY. The
computations shall be bound in an S 1/2" by I V format and shall be endorsed (seallsignature as
appropriate) by CONTRACTOR.
6.4.5 All final design documents, plans, reports, studies and other data prepared by
CONTRACTOR shall bear the endorsement of a person duly registered in the appropriate
professional category. Notwithstanding the foregoing, CONTRACTOR agrees to provide at least
ten (10) days notice to the City Manager prior to submittal of any plans, or drawings for review by
the Building Department.
6.5 Liability for use of Work for Intended Purpose.
As an inducement for CrrY to enter into this Agreement, CONTRACTOR
represents that it has expertise in professional design services and the construction of public
constriction projects by qualified and licensed general construction contractors. The
CONTRACTOR'S expertise includes estimating the total costs associated with the final completion
of an entire design -build job. Such costs associated with the estimation and calculation, include,
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but are not limited to, consideration of material, equipment and labor and the escalation of the costs
of each in association with the realistic estimated duration of the project, the time of year, the
weather patterns associated with the location of the project, the labor market for the design and
construction associated with the location of the project, the type of facility, and consideration of the
time associated with the design and permitting (including all associated delays that accompany a
review through a municipal building department) of a complete set of plans and specifications. In
reliance upon the above referenced representations, the Crl'Y hired the CONTRACTOR to provide
professional design services and complete construction services. CONTRACTOR shall be liable for
any defective or negligent design, whether patent or latent. and/or any negligence, strict liability or
breach of other legal duty to the extent and in the manner as hereafter set forth.
6.6 Shon Drawings and Samples.
6.6.1 CONTRACTOR shall prepare and submit any submittals or shop drawings required
for permitting to the authority having jurisdiction, and shall furnish a copy to the City Manager.
6.6.2 CONTRACTOR shall prepare and maintain shop drawings and submittals
referenced in Paragraph 6.6.1 and make them available for review by CITY.
6.6.3 Review of the shop drawings by CrI'Y shall be general and shall not be deemed an
acceptance of the shop drawings and shall not relieve the CONTRACTOR of the responsibility for
the accuracy of such drawings, nor for the proper fitting and construction of the work, nor for the
furnishing of material or work required by the Agreement and not indicated on the drawings.
6.7 Supervision and Superintendence.
CONTRACTOR shall supervise and direct the Work competently and efficiently,
devoting such attention thereto and applying CONTRACTOR'S best skill, attention and expertise.
CONTRACTOR shall be solely responsible for and have control over the means, methods,
techniques, sequences and procedures of construction. CONTRACTOR shall be responsible to see
that the finished Work complies with the Contract Documents.
6.8 Proiect Management.
6.8.1 During the progress of on -site construction, CONTRACTOR shall provide full time
(defined to be 8:00 a.m. through 5:00 p.m. Monday through Friday, legal holidays excluded)
competent project supervision and any necessary assistants who shall not be replaced without
written notice to CITY. The superintendent will be CONTRACTOR'S representative at the site.
6.8.2 The day to day management of the Project's subcontractors and vendors contracts,
schedules and requests for payment shall be by a competent project manager to whom the
superintendent shall report. The project manager will conduct regularly scheduled project meetings
for the purpose of project coordination and communication. The project manager shall be included
in the cost of the Work.
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6.9.1 Construction services shall be performed only by qualified construction contractors
licensed to do business in the State of Florida and suppliers, selected and paid by the
CONTRACTOR.
6.9.2 CONTRACTOR shall provide and pay for competent, suitably qualified personnel
to perform the work as required by the Contract Documents. CONTRACTOR shall not permit
employment of unfit persons or persons not skilled in tasks assigned to them. CONTRACTOR
shall at all times maintain good discipline and order at the site.
6.10 Materials.
6.10.1 Unless otherwise specified herein, CONTRACTOR shall furnish, pay for and
assume full responsibility for all materials, equipment, transportation, machinery, tools, appliances,
water, heat, utilities and all other facilities and services necessary for the furnishing, performance,
testing, start-up and proper completion of the Work.
6.10.2 CONTRACTOR warrants that all materials and equipment shall be new and of
good quality and that the work will be free from defects in material and workmanship whether
patent or latent in nature. All materials and equipment shall be applied, installed, connected,
erected, used, cleaned and conditioned in accordance with the instructions of the applicable
Supplier except as otherwise provided in the Contract Documents.
6.11 Concerning Subcontractors. Suppliers. and Others.
6.11.1 Prior to the commencement of each phase of the Work hereunder, upon request,
CONTRACTOR shall famish, in writing to CITY, the names of persons or entities (including those
who are to famish materials or equipment fabricated to a special design) proposed for the relevant
phase of the work. CrTY shall advise CONTRACTOR, in writing, of any proposed person or
entity to which CITY has a reasonable objection. Failure of CITY to reply within seven (7)
business days from the date of receipt of the written notice shall constitute notice of no reasonable
objection. CONTRACTOR shall not contract with a proposed person or entity to whom CITY has
made a reasonable and timely objection. If CITY has reasonable objection to a person or entity
proposed by CONTRACTOR, CONTRACTOR shall propose another to whom CITY has no
reasonable objection. CONTRACTOR shall not change a subcontractor, person or entity
previously selected if CITY makes reasonable objection to such change.
6.11.2 CONTRACTOR shall be fully responsible to CITY and shall indemnify and hold
the CrrY harmless for all acts and omissions of the CONTRACTOR'S employees, Subcontractors,
Suppliers and other persons directly or indirectly employed by his Subcontractors, suppliers and of
persons for whose acts any of them may be liable and any other persons and organizations
performing or furnishing of the Work under a direct or indirect Contract with CONTRACTOR.
6.11.3 Nothing in the Contract Documents shall create any Contractual relationship
between CrTY and any such Subcontractor, supplier or other person or organization, nor shall it
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create any obligation on the part of CITY to pay or to see to the payment of any moneys due any
such Subcontractor, supplier or other person or organization except as may otherwise be required
by laws and regulations.
6.11.4 All Work performed for CONTRACTOR by a Subcontractor will be pursuant to an
appropriate agreement between CONTRACTOR and the Subcontractor which specifically binds
the Subcontractor to the applicable terns and conditions of the Contract Documents for the benefit
of CrrY.
6.12 Patent Fees and Royalties.
CONTRACTOR shall pay all license fees and royalties and assume all costs
incident to the use in the performance of the Work or the incorporation in the Work of any
invention, design, process, product or device which is the subject of patent rights or copyrights held
by others.
6.13 Permits.
The CONTRACTOR agrees that it shall obtain and pay for all permits, approvals,
licenses, government charges and inspection fees as reasonably inferable from the Contract
Documents that will be required to complete the Project, except permit fees or other fees charged
by the CrrY.
6.14 Laws and Regulations.
CONTRACTOR shall comply with and give all notices required by laws,
ordinances, rules, regulations and lawful orders of public authorities applicable to the performance
of the Work. CrTY shall not be responsible for monitoring CONTRACTOR'S compliance with
any laws and regulations. CONTRACTOR shall promptly notify CrrY if the Contract Documents
are observed by CONTRACTOR to be at variance therewith.
6.15 Risk of Loss: Title.
The risk of loss, injury or destruction shall he on CONTRACTOR until Final
Completion and acceptance of the Project. Title to the Work shall pass to MY upon Final
Completion and acceptance of the Work by CITY.
6.16 Taxes
CONTRACTOR shall pay all sales, consumer, use and other similar taxes required
to be paid by CONTRACTOR in accordance with the laws and regulations of the State of Florida
and its political subdivisions. CONTRACTOR is responsible for reviewing the pertinent state
statutes involving such taxes and complying with all requirements. CITY and CONTRACTOR
shall jointly cooperate so that CITY may order and pay for goods and supplies which will be
incorporated into the Work; the goods and supplies that may be purchased by CITY shall be
approved in advance by the parties, and shall generally he only those that cost more than $10,000
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for the quantity or amount being ordered under the particular purchase order. Even though the
CITY may purchase such goods and materials, the same shall be stored at the site in the same
manner as goods and materials purchased by the CONTRACTOR, and CONTRACTOR shall bear
the risk of loss. As compensation to the CONTRACTOR for accounting services respecting the
sales tax savings program, an amount equal to one -sixth of the tax savings shall be paid to the
CONTRACTOR. CITY hereby agrees to promptly purchase any materials requested by
CONTRACTORS pursuant to this Section. The CITY and CONTRACTOR shall develop a list of
items or materials that can be purchased under section 6.16.
6.17 Use of premises.
6.17.1 CONTRACTOR shall confine equipment, the storage of materials and equipment
and the operations of workers to the Project site and areas identified in and permitted by the
Contract Documents and shall not unreasonably encumber the premises with equipment or other
materials. CONTRACTOR shall assume full responsibility for any damage to any such land or
area, or to the owner or occupant thereof or of any land or areas contiguous thereto, resulting from
the performance of the Work. Should any claim be made against CITY by any such owner or
occupant because of the performance of the Work, CONTRACTOR shall promptly attempt to settle
with such other party by agreement or otherwise resolve the claim. The general indemnification
provided elsewhere in this Contract specifically applies to claims arising out of CONTRACTOR'S
use of the premises.
6.17.2 During the progress of the Work, CONTRACTOR shall at all times keep the
premises free from accumulations of waste materials, rubbish and other debris resulting from the
Work. At the completion of the Work CONTRACTOR shall remove all waste materials, rubbish
and debris from and about the premises as well as all tools, appliances, equipment and machinery,
and surplus materials, and shall leave the site clean and ready for occupancy by CITY.
CONTRACTOR shall restore to original condition all property not designated for alteration by the
Contract Documents.
6.17.3 CONTRACTOR shall not load nor permit any part of any structure to be loaded in
any manner that will endanger the structure, nor shall CONTRACTOR subject any part of the Work
or adjacent property to stresses or pressures that will endanger it.
6.18 Access to Work.
CONTRACTOR shall provide CITY, CrTY'S consultants, representatives and
personnel, independent testing laboratories and governmental agencies with jurisdictional interests
with access to the work at reasonable times for their observation, inspection and testing.
CONTRACTOR shall provide them proper and safe conditions for such access; and shall advise
them of CONTRACTOR'S site safety procedures and programs so that they may comply therewith.
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6.19 Safety and Protection.
6.19.1 CONTRACTOR shall be responsible for initiating, maintaining and supervising all
safety precautions and programs in connection with the Work to prevent damage, injury or loss to
all employees on the work site and other persons and organizations who may be affected thereby;
all the Work and materials and equipment to be incorporated therein, whether in storage on or off
the site; and other property at the site or adjacent thereto.
6.19.2 CONTRACTOR shall comply with all applicable laws and regulations of any public
body having jurisdiction for the safety of persons or property or to protect them from damage,
injury or loss.
6.20 Indemnification.
6.20.1 GENERAL INDEMNIMCATION: The parties agree that one percent (1 %) of the
total compensation paid to CONTRACTOR for the Work under this Agreement shall constitute
specific consideration to CONTRACTOR for the indemnification to be provided under this
Agreement. CONTRACTOR "shall indemnify, defend, save and hold harmless the CrrY and the
Crl Y's elected officials, public employees, consultants and separate contractors, any of their
subcontractors, sub - subcontractors, agents and employees from and against any and all claims,
damages, losses and expenses, including but not limited to attorneys' fees, arising out of or related
to and/or resulting from performance of the Work. These indemnification obligations shall include
claims, damages, losses or expenses (l) that are attributable to bodily injury, sickness, disease or
death, or to injury to or destruction of tangible property (other than the Work itself) including loss
of use resulting therefrom, and/or (2) to the extent such claims, damages, losses or expenses are
caused in whole or in part by negligent acts or omissions of the CONTRACTOR'S, anyone directly
or indirectly employed by either or anyone for whose acts either may be liable, regardless of
whether or not they are caused in part by a party indemnified hereunder. Such obligation shall not
be construed to negate, abridge or otherwise reduce other rights or obligations of indemnity which
would otherwise exist as to a party or person described in this Article.
6.20.2 In claims against the CrTY or its consultants and its contractors, their
subcontractors, sub - sub - contractors, agents-or employees by an employee of the CONTRACTOR,
its contractors, anyone directly or indirectly employed by them or anyone for whose acts they may
be liable, the indemnification obligation under this Article 19.1 shall not be limited by a limitation
on amount or type of damages, compensation or benefits payable by or for the Cost, or a
CONTRACTORS contractor, under workers' or workmen's compensation acts, disability benefits
acts or other employee benefit acts.
6.21 Patent and Copyright Indemnification.
CONTRACTOR agrees to indemnify, defend, save and hold hamrless the Crl'Y, its
officers, agents and employees, from all damages, liabilities, losses, claims, fines and fees, and from
any and all suits and actions of every name and description that may be brought against CITY, its
officers, agents and employees, on account of any claims, fees, royalties, or costs for any invention
or patent and/or for the infringement of any and all copyrights or patent rights claimed by any
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person, firm, or corporation. CONTRACTOR shall pay all claims, losses, liens, settlements or
judgments of any nature whatsoever in connection with the foregoing indemnifications including,
but not limited to, reasonable attorney's fees and costs. CITY reserves the right to select its own
legal counsel to conduct any defense in any such proceeding and all costs and fees associated
therewith including any costs or fees of an appeal shall be the responsibility of CONTRACTOR
under the indemnification agreement. Nothing contained herein is intended nor shall it be
construed to waive CITY'S rights and immunities under the common law or Florida Statute 768.28
as amended from time to time. This obligation shall not be construed to negate, abridge, or
otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any
party described in this Paragraph and its subparts.
6.22 Survival of Obli atg ions.
All representations, indemnifications, warranties and guarantees made in, required
by, or given in accordance with this Agreement, as well as all continuing obligations indicated in
the Contract Documents, shall survive final payment, completion and acceptance of the work and
termination or completion of this Agreement.
6.23 Correction or Removal of Defective Work.
If required by CITY, CONTRACTOR shall promptly, as directed, either correct all
defective Work, whether or not fabricated, installed or completed, or, if the Work has been rejected
by CITY, remove it from the site and replace it with non - defective Work. CONTRACTOR shall
bear all direct and indirect costs of such correction or removal (including but not limited to fees and
charges of engineers, architects and other professionals) made necessary thereby.
ARTICLE 7 - CITY'S RESPONSIBILITIES
7.1 CITY shall furnish data required of CITY under the Contract Documents promptly.
The CONTRACTOR understands and agrees that any information provided to it by the CITY as to
any aspect of the Project is not guaranteed.
7.2 CONTRACTOR shall secure all necessary easements, assessments, and charges
required for construction, use, or occupancy of permanent structures or permanent changes in
existing facilities.
7.3 If the Work is defective, or CONTRACTOR fails to supply sufficient skilled
workers or suitable materials or equipment, or fails to furnish or perform the Work in such a way
that the completed Work will conform to the Contract Documents, CITY may order
CONTRACTOR to stop the Work, or any portion thereof, until the cause for such order has been
eliminated; however, this right of CITY to stop the Work shall not give rise to any duty on the part
of CITY to exercise this right for the benefit of CONTRACTOR or any other party.
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ARTICLE 8 — CITY MANAGER
8.1 City Manager will be CITY'S contact person during the construction period and
until food payment is due to CONTRACTOR.
8.2 Visits to Site.
City Manager may, at the City Manager's sole discretion, make visits to the site to
observe the progress and quality of the executed work.
8.3 Authorized Variations in Work.
City Manager may authorize minor variations in the Work from the technical
requirements of the Contract Documents which do not involve an adjustment in the Guaranteed
Maximum Price or the Contract Time and are consistent with the overall intent of the Contract
Documents. These may be accomplished by a Field Order and will be binding on CITY and on
CONTRACTOR who shall perform the work involved promptly.
8.4 Rejecting Defective Work.
If City Manager becomes aware of any fault or default in the Work, he may give
written notice thereof to CONTRACTOR. The failure to provide notice shall not waive the
warranty of the CONTRACTOR that the work is to be free of defect whether latent or patent.
ARTICLE 9 - BUILDING DEPARTMENT'S RESPONSIBQdTIES
9.1 It is understood and agreed by the CONTRACTOR that the Building Department
and its inspectors are professionals who are dedicated to providing efficient and courteous service
to all residents, professionals, contractors and the public at large through plans processing,
inspections and building maintenance, which ensures the protection of the citizens and enhances
the quality of life within the CITY. For the purposes of this Project the Building Department is
not a surrogate of the CITY. All decisions by the Building Department as to whether some aspect
of the Project is or is not in compliance with the Florida Building Code, Florida Fire Prevention
Code and/or any other applicable codes, regulations, laws and ordinances are independent of and
not deemed to be an act or decision by the CITY. The CONTRACTOR agrees that it shall he the
responsibility of the CONTRACTOR to ensure compliance with all applicable codes, regulations,
law and ordinances. As noted in Article 3 of this Agreement the CONTRACTOR warrants and
accepts that any and all work necessitated by inspections which is not prescribed in the Plans or
Specifications, but necessitated to bring the project into conformity with the Contract Documents
and all applicable laws, codes, regulations, procedures and/or considered inside the contemplation
of the Contract Documents shall be deemed the responsibility of the CONTRACTOR and included
in the Guaranteed Maximum Price.
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ARTICLE 10 - BONDS AND INSURANCE
10.1 Payment and Performance Bonds.
10.1.1 Within fifteen (15) calendar days after Notice of Award and in any event prior to
commencing work, the CONTRACTOR shall execute and fun ish to CITY a performance bond
and a payment bond in a form acceptable to the CITY, each written by a corporate 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. The surety shall hold a current certificate of
authority from the Secretary of Treasury of the United Slates as an acceptable surety on federal
bonds in accordance with United States Department of Treasury Circular No. 570. If the amount of
the Bond exceeds the underwriting limitation set forth in the circular, in order to qualify, the net
retention of the surety company shall not exceed the underwriting limitation in the circular and the
excess risks must be protected by coinsurance, reinsurance, or other methods, in accordance with
Treasury Circular 297, revised September 1, 1978 (31 DFR, Section 223.10, Section 223.11).
Further, the surety company shall provide CITY with evidence satisfactory to CITY, that such
excess risk has been protected in an acceptable manner. The surety company shall have at least the
following minimum qualification in accordance with the latest edition of A.M. Best's Insurance
Guide, published by Alfred M. Best Company, htc., Ambest Road, Oldwick, New Jersey 08858:
A to A +.
10. 1.2 Two (2) separate bonds are required and both must be approved by the CITY. The
penal sum stated in each bond shall be the amount equal to the total amount payable under the
temts of the contract. The performance bond shall be conditioned that the CONTRACTOR
perform the contract in the time and manner prescribed in the contract. The payment bond shall be
conditioned that the CONTRACTOR promptly make payments to all persons who supply the
CONTRACTOR with labor, materials and supplies used directly or indirectly by the
CONTRACTOR in the prosecution of the work provided for in the Contract and shall provide that
the surety shall pay the same in the amount not exceeding the sum provided in such bonds, together
with interest at the maximum rate allowed by law; and that they shall indemnify and save harmless
the CITY to the extent of any and all payments in connection with the carrying out of said Contract
which the CITY may be required to make under the law.
10.1.3 Pursuant to the requirements of Section 255.05(1)(a), Florida Statutes, it shall be the
duty of the CONTRACTOR to record the aforesaid payment and performance bonds in the public
records of Miami -Dade County, with the CONTRACTOR to pay all recording costs.
10.2 Bonds, Reduction After Final Payment.
Such bonds shall continue in effect for one (1) year after final payment becomes due
except as otherwise provided by law or regulation or by the Contract Documents with the final sum
of said bonds reduced after final payment to an amount equal to fifty percent (50%) of the
Guaranteed Maximum Price, or an additional bond shall be conditioned that CONTRACTOR shall
correct any defective or faulty Work or material which appears within one (1) year after fatal
completion of the Contract, upon notification by the CITY.
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10.3 Duty to Substitute Surety.
If the surety on any Bond furnished by CONTRACTOR is declared bankrupt or
becomes insolvent or its right to do business is terminated in the State of Florida or it ceases to meet
the requirements of other applicable laws or regulations, CONTRACTOR shall within seven (7)
days thereafter substitute another bond and surety, both of which,must be acceptable to CITY.
10.4 Insurance.
10.4.1 UPON EXECUTION OF THE CONTRACT, THE CONTRACTOR SHALL
SUBMIT CERTIFICATE(S) OF INSURANCE EVIDENCING THE REQUIRED
COVERAGES AND SPECIFICALLY PROVIDING THAT THE CITY OF SUNNY ISLES
BEACH IS AN ADDITIONAL NAMED INSURED RESPECT TO THE REQUIRED
COVERAGE AND THE OPERATIONS OF THE CONTRACTOR UNDER THE
CONTRACT. The certificates of insurance shall not only name the types of policies provided, but
shall also specifically refer to this Agreement and shall state that such insurance is as required by
Article 9 and its subparts of this Agreement. CONTRACTOR shall not commence work under this
Agreement until after CONTRACTOR has obtained all of the minimum insurance herein described
and the policies of such insurance detailing the provisions of coverage have been received and
approved by CITY. CONTRACTOR. shall not permit any subcontractor to begin work until after
similar minimum insurance to cover subcontractor has been obtained and approved. In the event
the insurance certificate provided indicates that the insurance shall terminate and lapse during the
term of this Agreement, then in that event, CONTRACTOR shall furnish, at least thirty (30)
calendar days prior to expiration of the date of such insurance, a renewed certificate of insurance as
proof that equal and like coverage and extension thereunder is in effect. CONTRACTOR shall not
continue to perform the services required by this Agreement unless all required insurance remains
in full force and effect.
10.4.2 Insurance Companies selected must be acceptable the CITY. All of the policies of
insurance so required to be purchased and maintained shall contain a provision or endorsement that
the coverage afforded shall not be canceled, materially changed or renewal refused until at least
thirty (30) calendar days written notice has been given to CITY by certified mail.
10.4.3 The CONTRACTOR shall procure and maintain at its own expense and keep in
effect during the full term of the Contract a policy or policies of insurance which must include the
following coverage and minimum limits of liability:
10.4.3.1 Professional liability (Errors and Omissions) Insurance for
architectural and engineering services and the services of any other professional used in the
performance of the work of this Agreement in the amount of $1,000,000.00 with a deductible (if
applicable) not to exceed $5,000.00 per claim. The certificate of insurance for professional liability
shall reference any applicable deductible and the work of this Agreement.
10.4.3_2 Worker's Compensation Insurance for statutory obligations imposed
by Worker's Compensation or Occupational Disease Laws, including, where applicabld, the United
States Longshoremen's and Harbor'Workers Act, the Federal Employers' Liability Act and the
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Homes Act. Employers Liability Insurance shall be provided with a minimum of One Hundred
Thousand and xx/100 dollars ($100,000.00) per accident. CONTRACTOR agrees to be
responsible for the employment, conduct and control of its employees and for any injury sustained
by such employees in the course of their employment.
10.4.3.3 Comprehensive Automobile Liability Insurance for all owned, non -
owned and hired automobiles and other vehicles used by the CONTRACTOR in the performance
of the work with the following minimum limits of liability:
$1,000,000.00 Combined Single Limit, Bodily Injury and Property
Damage Liability, per occurrence
10.4.3.4 Comprehensive General Liability Insurance (occurrence form) with
the following minimum limits of liability:
$1,000,000.00 Combined Single Limit, Bodily Injury and Property
Damage Liability, per occurrence
Coverage must be offered in a form no more restrictive than the latest
edition of the Comprehensive General Liability Policy without restrictive endorsements, as filed by
the Insurance Services Office and shall specifically include the following with minimum limits not
less than those required for Bodily Injury Liability and Property Damage Liability:
10.4.3.4.1
Premises and Operations;
10.4.3.4.2
Independent Contractors;
10.4.3.4.3
Product and Completed Operations Liability;
10.4.3.4.4
Broad Form Property Damage;
10.4.3.4.5 Broad Form Contractual Coverage applicable to the
Contract and specifically confirming the
indemnification and hold harmless agreement in this
Contract; and
10.4.3.4.6 Personal Injury coverage with employment
contractual exclusions removed and deleted.
10.4.3.4.7 Explosion, collapse, underground coverage (XC -U)
10.4.3.5 Builders Risk Insurance in an amount not less than THE
REPLACEMENT COST for the construction of the work. Coverage shall be "All Risk" coverage
for one hundred percent (100%) of the completed value with a deductible of not more than five
thousand and 00 /100 dollars ($5,000.00) per claim.
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10.4.4 CONTRACTOR shall maintain the Products/Completed Operations liability
Insurance for a period of at least three (3) years after final payment for the Work and furnish CRY
with evidence of continuation of such insurance at final payment.
10.4.5 The required insurance coverage shall be issued by an insurance company
authorized and licensed to do business in the State of Florida, with the following minimum rating of
B+ to A +, in accordance with the latest edition of A.M. Best's Insurance Guide.
10.4.6 All required insurance policies shall preclude any underwriter's rights of recovery or
subrogation against CITY with the express intention of the parties being that the required insurance
coverage protect both parties as the primary coverage for any and all losses covered by the above
described insurance.
10.4.7 The CONTRACTOR shall ensure that any company issuing insurance to cover the
requirements contained in this Contract agrees that they shall have no recourse against CITY for
payment or assessments in any form on any policy of insurance.
10.4.8 The clauses "Other Insurance Provisions" and "Insurers Duties in the Event of an
Occurrence, Claim or Suit" as it appears in any policy of insurance in which CITY is named as an
additional named insured shall not apply to CITY. CITY shall provide written notice of occurrence
within fifteen (15) working days of CITY's actual notice of such an event.
10.4.9 The CONTRACTOR shall not commence performance of its obligations under this
Agreement until after it has obtained all of the minimum insurance herein described and the same
has been approved.
10.4.10 All required insurance policies shall preclude any underwriters rights of recovery
or subrogation against CITY with the express intention of the parties being that the required
insurance coverages protect both parties as the primary coverages for any and all losses covered by
the above described insurance.
10.4.11 The CONTRACTOR agrees to perform the work under the Contract as an
independent CONTRACTOR, and not as a sub - contractor, agent or employee of CITY.
10.4.12 CONTRACTOR shall require each of its subcontractors of any tier to maintain the
insurance required herein for each category, and CONTRACTOR shall provide verification thereof
to CITY upon request of CITY. Notwithstanding the foregoing, the CONTRACTOR may provide
insurance for subcontractors.
10.4.13 Violation of the terms of this Article and its subparts shall constitute a breach of
the Contract and CITY, at its sole discretion, may cancel the Contract and all rights, title and
interest of the CONTRACTOR shall thereupon cease and terminate. Notwithstanding the
foregoing, the CONTRACTOR shall be given thirty (30) days to cure any breach.
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10.5 CITY'S liability and Insurance.
CITY shall not be responsible for purchasing and maintaining any insurance to
protect the interests of CONTRACTOR, subcontractors or others on the Work. CITY specifically
reserves all statutory and common law rights and immunities and nothing herein is intended to limit
or waive same including, but not limited to, the procedural and substantive provisions of Section
768.28, Florida Statutes and Section 95.11, Florida Statutes.
ARTICLE 11 - WARRANTIES; TESTS AND INSPECTIONS, CORRECTION OF
DEFFkwIM WORK
11.1 Warranty of Title.
The CONTRACTOR warrants to the CITY that it possesses good, clear and
marketable title to all equipment and materials provided hereunder and there are no pending liens,
claims or encumbrances whatsoever against said equipment and materials.
11.2 Warranty of Specifications.
The CONTRACTOR warrants that all equipment, materials and workmanship
furnished, whether famished by the CONTRACTOR or its sub - contractors and suppliers, will
comply with the specifications, drawings and other descriptions supplied or adopted and that all
services will be performed in a workmanlike manner.
11.3 Warranty of Merchantability.
CONTRACTOR wan-ants that any and all equipment to be supplied pursuant to the
Agreement is new, merchantable, free from defects, whether patent or latent in material or
workmanship and fit for the ordinary purposes for which it is intended.
11.4 Correction Period.
CONTRACTOR warrants all material and workmanship for a minimum of one (1)
year from the date that CITY accepts occupancy of the parking garage and park. If within one (1)
year after the date of Final Completion or such longer period of time as may be prescribed by laws
or regulations or by the terms of any applicable special guarantee required by the Contract
Documents, any work is found to be defective, whether observed before or after acceptance by
CIl7Y, CONTRACTOR shall promptly, without cost to CITY and in accordance with CITY'S
written instructions, either coned such defective work, or, if it has been rejected by CITY, remove
it from the site and replace it with work that is not defective and satisfactorily correct and remove
and replace any damage to other work or the work of others resulting therefrom. If
CONTRACTOR does not promptly comply with the terms of such instructions, or in an emergency
where delay would cause serious risk of loss or damage, CITY may 'have the defective
workmanship corrected or the rejected Work removed and replaced, and all direct, indirect and
consequential costs of such removal and replacement (including but not limited to fees and charges
of engineers, architects, attorneys and other professionals) will be paid by CONTRACTOR.
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11.4.1 When: defective Work (and damage to other work resulting therefrom) has been
corrected, removed or replaced under this paragraph, the correction period hereunder with respect to
such Work will be extended for an additional period of one (1) year after such correction or
removal and replacement has been satisfactorily completed.
11.4.2 Nothing contained in this Article shall be construed to establish a period of
limitation with respect to other obligations which CONTRACTOR might have under the Contract
Documents. Establishment of the time period of one (1) year as described in Paragraph 10.4.1
relates only to the specific obligation of the CONTRACTOR to correct the work, and has no
relationship to the time within which the obligation to comply with the Contract Documents may be
sought to be enforced, nor to the time within which proceedings may be commenced to establish
CONTRACTOR'S liability with respect to the CONTRACTOR'S obligation other than specifically
to correct the work.
11.4.3 CONTRACTOR warrants to the CITY that it will comply with all applicable
federal, state and local laws, regulations and orders in carrying out its obligations under the
Contract.
11.4.4 CONTRACTOR wan-ants to the CITY that it is not insolvent, it is not in bankruptcy
proceedings or receivership, nor is it engaged in or threatened with any litigation, arbitration or
other legal or administrative proceedings or investigations of any kind which would have an
adverse effect on its ability to perform its obligations under the Contract.
11.4.5 CONTRACTOR wan-ants to the CITY that the consummation of the work provided
for in the Contract Documents will not result in the breach of any tent or provision of, or constitute
a default under any indenture, mortgage, contract, or agreement to which the CONTRACTOR is a
ply.
11.4.6 CONTRACTOR warrants that there has been no violation or copyrights of patent
rights either in the United States of America or in foreign countries in connection with the work of
the Contract.
l 1.4.7 No warranty, either express or implied, may be modified, excluded or disclaimed in
any way by CONTRACTOR. All warranties shall remain in full force and effect, notwithstanding
acceptance and payment by CITY.
11.5 Tests and Inspections.
11.5.1 CONTRACTOR shall give the City Manager and Building Department timely
notice of readiness of the work for all required inspections, tests or approvals.. CONTRACTOR
shall assume full responsibility, pay all costs, except for permit fees or other fees imposed by the
CrIY, in connection therewith and fumish the Building Department, with courtesy copies to the
CITY, the required certificates of inspection, testing or approval for all materials, equipment or the
Work or any part thereof unless otherwise specified herein.
11.5.2 Inspectors do have the full authority to order the CONTRACTOR to comply with
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all applicable codes. The CONTRACTOR shall be responsible for complying with all inspections
and all costs associated therewith shall be deemed the responsibility of the CONTRACTOR and
included in the GMP.
11.5.3 The payment of any compensation whatever may be its character or form, or the
giving of any gratuity or the granting of any favor by the CONTRACTOR to any inspectors,
directly or indirectly is strictly prohibited and any such action on the part of the CONTRACTOR
will constitute a breach of this Agreement.
ARTICLE 12 - CONTRACT TIME
12.1 Change of Contract Time.
ALL TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF
THE ESSENCE OF THE AGREEMENT. EXCEPT AS PROVIDED HEREIN, NO CLAIM
FOR DAMAGES OR ANY CLAIM OTHER THAN FOR AN EXTENSION OF TIME
SHALL BE MADE OR ASSERTED AGAINST THE CITY BY REASON OF ANY
DELAYS. CONTRACTOR shall not be entitled to an increase in the construction cost or payment
or compensation of any kind from CITY for direct, indirect, consequential, impact or other costs,
expenses or damages including but no limited to costs of acceleration or inefficiency, arising
because of delay, disruption, interference or hindrance from any cause whatsoever, whether such
delay, disruption, interference be reasonable or unreasonable, foreseeable or unforeseeable, or
avoidable or unavoidable; provided, however, that this provision shall not preclude recovery of
damages by CONTRACTOR for hindrances or delays due solely to fraud, bad faith or active
interference on the part of CITY or its agents. If CONTRACTOR is delayed at any time in the
progress of the Work by labor disputes, fire, unusual delay in deliveries, adverse weather conditions
not reasonably anticipated (including strong storms, tropical storms and/or hurricanes which are
common between June I and November 30), unavoidable casualties or other causes beyond the
CONTRACTOR's control, or by other causes which the CITY and CONTRACTOR agree may
justify delay, then the Contract Time shall be reasonably extended by Change Order. Otherwise,
CONTRACTOR shall be entitled only to extensions of the Contract Time as the sole and exclusive
remedy for such resulting delay, in accordance with and to that extent specifically provided above.
No extension of time shall be granted for delays resulting from normal weather conditions
prevailing in the area which necessarily excludes strong storms, tropical storms and/or hurricanes
which are common between June 1 and November 30.
12.2 No .Recovery for Early Completion. If the CONTRACTOR submits a schedule or
expresses an intention to complete the Work earlier than any required milestone or completion date,
the CITY shall not be liable to the CONTRACTOR for any costs incurred because of delay or
hindrance should the CONTRACTOR be unable to complete the Work before such milestone or
completion date. The duties, obligations and warranties of the CITY to the CONTRACTOR shall
be consistent with and applicable only to the completion of the Work and completion dates set forth
in this Agreement.
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12.3 Liquidated Damages
12.3.1 The CONTRACTOR understands that if the Project or the Work is not substantially
completed within Three Htmdred Ten (310) days from the date of the Notice to Proceed, then the
CITY will suffer damages which are difficult to determine and accurately specify. As such,
liquidated Damages are hereby fixed and agreed upon between the parties, recognizing the
impossibility of precisely ascertaining the amount of damages that will be sustained by Crl'Y as a
consequence of such delay and both parties desiring to obviate any question of dispute concerning
the amount of said damages and the cost and effect of the failure of CONTRACTOR to complete
the Contract on time.
12.3.2 Upon failure of CONTRACTOR to complete the Work within the time specified for
the substantial completion of the Project (plus approved extensions if any), CONTRACTOR shall
pay to CITY the sum of Two Thousand dollars ($2,000.00) for each and every calendar day beyond
the time specified in this Agreement for completion, as fixed and agreed liquidated damages and
not as a penalty. The liquidated Damages shall apply regardless of whether or not a single Contract
is involved and shall apply separately to each portion of the Work for which a time of completion is
given. CITY shall have the right to deduct from and retain out of moneys which may be then due or
which may become due and payable to CONTRACTOR, the amount of such liquidated damages
and if the amount retained by CITY is insufficient to pay in full such liquidated damages, the
CONTRACTOR shall pay in full such liquidated damages.
12.4 Delay-
Any delay caused by the CITY ) shall extend the date for substantial completion daze by the
number of days that resulted from the delay.
ARTICLE 13 - CHANGES IN THE WORD RI+STRIMONS AND LIMITATIONS
13.1 After the Plans and Specifications have been approved for construction by the
Building Department, the CTI'Y, without invalidating this Agreement, may order additions,
deletions or revisions to the Work. Such additions, deletions or revisions shall be authorized by a
Written Amendment or Change Order.
13.2 All Change Orders which, individually or when cumulatively increase the cost of
the work, or which extend the time for completion, must be formally authorized and approved by
the City Commission prior to their issuance and before work may begin. No claim against CITY
for Extra Work in furtherance of such Change Order shall be allowed unless prior approval has
been obtained. The CONTRACTOR understands and agrees that any work, however characterized,
performed by the CONTRACTOR without the CITY'S prior written approval shall not be
compensable, without exception. The CONTRACTOR intentionally, knowingly and voluntarily
waives any claim for unjust enrichment or quantum meruit with respect to any work performed in
the absence of a written Change Order. Any waiver of this provision must be in writing and signed
by both Parties and in no event shall such written waiver extend to any subsequent event.
13.3 The Guaranteed Maximum Price and Contract Time shall be changed only by
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Change Order or Written Amendment approved by the City Commission.
13A Proposed Change Orders shall be prepared by the CONTRACTOR
13.5 The CONTRACTOR shall not be entitled to an increase in the Guaranteed
Maximum Price or an extension of the Contract Time with respect to any work performed that is
not required by the Contract Documents as amended, modified and supplemented.
13.6 If notice of any change affecting the general scope of the work or the provisions of
the Contract Documents is required by the provisions of any bond to be given to a surety, the giving
of any such notice will be CONTRACTOR'S responsibility and the amount of each applicable bond
shall be adjusted accordingly.
13.7 Any claim for adjustment in the Guaranteed Maximum Price or time shall be based
upon written notice delivered by the party making the claim to the other Parties not later than ten
(10) days after the occurrence or event giving rise to the claims and stating the general nature of the
claim. No claim for an adjustment in the Guaranteed Maximum Price or an extension of the
contract time will be valid if not submitted in accordance with this Paragraph.
13.8 CONTRACTOR understands and agrees that any information provided to it by the
CITY, at any time, as to any aspect of the Project is not guaranteed. The CONTRACTOR is solely
liable for all site conditions, including those that are subsurface or otherwise concealed physical
conditions which may differ, materially or not, from those the CONTRACTOR encountered during
its initial site inspection. Upon identifying subsurface physical conditions that do differ materially
from those identified during the CONTRACTOR'S initial inspection, the CONTRACTOR shall
notify CITY immediately. The CONTRACTOR shall promptly investigate such conditions and, if
the CITY agrees that the concealed physical conditions could not have been detected through a
reasonable inspection, then the CONTRACTOR shall be entitled to an extension of time for the
completion of the Project as its sole remedy. The CONTRACTOR accepts that any costs or
expense associated with any differing site conditions encountered shall be the responsibility of the
CONTRACTOR and included in the Guaranteed Maximum Price.
ARTICLE 14 — NO CHANGES IN GUARANTEED MAXIMUM PRICE
14.1 The Guaranteed Maximum Price constitutes the total compensation (subject to
authorized adjustments) payable to CONTRACTOR for performing the Work. All duties,
responsibilities and obligations assigned to or undertaken by CONTRACTOR shall be at its
expense without change in the Guaranteed Maximum Price.
14.2 The Guaranteed Maximum Price may only be changed by a Change Order or by a
Written Amendment. Any claim for an increase or decrease in the Guaranteed Maximum Price
shall be based on written notice delivered to the other Party (but in no event later than ten (10) days)
after the occurrence of the event giving rise to the amount of the claim, along with supporting data
which "shall be delivered within twenty (20) days after the occurrence of the event giving rise to the
amount of the claim and shall be accompanied by claimant's written statement that the amount
claimed covets all known amounts (direct, indirect and consequential) to which the claimant is
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entitled as a result of the occurrence of said event. No resolution of a claim for adjustment in the
Guaranteed Maximum Price shall be effective until approved by the City Commission. No claim
for an adjustment in the Guaranteed Maximum Price will be valid if not submitted in accordance
with this Paragraph. The CONTRACTOR understands and agrees that the CITY shall have the
right and discretion to deny the approval of any Change Order, for any reason, despite the
CONTRACTOR'S compliance with this Paragraph and/or the existence of an executed written
Work Change Directive. If the CITY decides not to approve a Change Order for the work, then the
CONTRACTOR will not be entitled to receive compensation under any theory of recovery whether
at law or in equity.
14.3 The value of any Work coveted by a Change Order or of any claim for an increase
or decrease in the Guaranteed Maximum Price shall be determined in one of the following ways:
14.3.1 Where the Work involved is covered by unit prices contained in the Contract
Documents, by application of unit prices to the quantities of the items involved.
14.3.2 By mutual acceptance of a lump sum (which may include an allowance for overhead
and profit including any subcontractor fees). If the negotiated lump sum change order exceeds the
percentages set forth for "Cost of Work," it must be accompanied by a detailed explanation
justifying the increase.
14.4 Cost Breakdown Required
Whenever the cost of any Work is to be determined, CONTRACTOR will submit in
form acceptable to City Manager an itemized cost breakdown together with supporting data.
Whenever a change in the work is to be based upon mutual acceptance of a lump sum, whether the
amount is an addition, credit, or no- change -in -cost, the CONTRACTOR shall submit an estimate
substantiated by a complete itemized breakdown. The breakdown shall list quantities and unit
prices for materials, labor, equipment and other items of cost.
ARTICLE 15 - PAYMENTS TO CONTRACTOR AND COMPLETION OF WORK
15.1 Progress Payments during construction phase.
15.1.1 CONTRACTOR may requisition payments for Work completed during the project
at intervals of not more than once a month. The CONTRACTOR shall submit a proposed schedule
of values in a form acceptable to the CITY and which will be required to be approved by the CITY
before any design Work on this Project can commence. The proposed schedule of values shall be
broken into two phases for design and for construction.
Once approved all applications for payment shall be submitted in a form that shows a
complete breakdown of the project components, the quantities completed and the amount due,
together with a certification by the CONTRACTOR that the CONTRACTOR has disbursed to all
subcontractors and suppliers their pro-rata shares of the payment out of previous progress payments
received by the CONTRACTOR for all work completed and materials f imished in the previous
period or properly executed releases of liens by all subcontractors, suppliers and materialmen who
28
r'�+ J
were included in the CONT'RACTOR'S previous applications for payment, and any other
supporting documentation as may be required by the CITY. Each requisition shall be submitted in
triplicate to the CITY for approval; CITY shall have fifteen (15) days to approve or disapprove the
requisition. If the requisition in not approved, the reasons therefore shall be stated with particularity.
The CITY shall make payment to the CONTRACTOR within fifteen (15) calendar days after
approval by the CITY of the CONTRACTOR'S requisition for payment.
15.1.2 Ten percent (10%) of all monies earned by the CONTRACTOR shall be retained by
the CITY until the Work is completed in accordance with the requirements of the Contract
Documents and accepted by the CITY as provided herein. After fifty percent (50%) of the Work
has been completed, the CONTRACTOR may request reduction in the retainage to five percent
(5 %) of all monies previously earned and all monies earned thereafter.
15.2 Finallnspection.
Upon written notice from CONTRACTOR that the entire Work or an agreed
portion thereof is complete, CITY will make a final inspection and will notify CONTRACTOR in
writing of all particulars in which this inspection reveals that the Work is not in accordance with the
Contract Documents. CONTRACTOR shall immediately take such measures as are necessary to
remedy such deficiencies.
15.3 Final Application for Payment.
After CONTRACTOR has completed all such corrections to the satisfaction of City
Manager and delivered all maintenance and operating instructions, schedules, guarantees, bonds,
certificates of inspection and other documents required by the Contract Documents, and after City
Manager has indicated that the work is acceptable, CONTRACTOR may make application for final
payment. The final application for payment shall be accompanied by (1) complete and legally
effective releases or waivers of all liens arising out of or filed in connection with the work; or (2)
CONTRACTOR'S receipts in full covering all labor, materials and equipment for which a lien
could be filed; or (3) a final affidavit stating that all laborers, materialmen, suppliers and
subcontractors who worked for CONTRACTOR under this Contract have been paid in full or if the
fact be otherwise, identifying the name of each lienor who has not been paid in full and the amount
due or to become due each for labor, services or materials furnished. If any subcontractor or
supplier fails to famish a release or receipt in full, CONTRACTOR may fumish a bond satisfactory
to CITY to indemnify CTI'Y against any lien.
CONTRACTOR shall submit to CITY within forty -five days (45) of the date of
issuance of the certificate of occupancy for the applicable portion of the Work the completed set of
"As- Built" drawings relative to the parking garage and park for review and approval. The "As-
Built" drawings shall be prepared, sealed and certified by the appropriate professional licensed by
the State of Florida. Prior to approval, if necessary, the drawings may be returned to
CONTRACTOR for changes or modifications if in the opinion of City Manager they do not
represent correct or accurate "As- built" drawings.
29
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15.4 Final Payment and Acceptance.
15.4.1 If the Work is not acceptable to the C1TY, then the CITY shall indicate the reasons
for refusing to make final payment, in which case CONTRACTOR shall make the necessary
corrections or compliance and resubmit the Application for payment. If the CfrY is satisfied that
the Work has been completed in accordance with the Contract Documents and the
CONTRACTOR'S other obligations under the Contract Documents have been fulfilled, the CITY
will agree to make the final payment.
15.4.2 If, through no fault of CONTRACTOR, final completion of the Work is
significantly delayed, CITY may consider making payment of the balance due for that portion of the
Work fully completed and accepted. If the remaining balance to be held by CITY for Work not
fully completed or corrected is less than the retainage stipulated in the Agreement, and if bonds
have been furnished as required, the written consent of the surety to the payment of the balance due
for that portion of the Work fully completed and accepted may be submitted by CONTRACTOR
for such payment. The CITY may consider making such payment under the temus and conditions
governing final payment, except that it shall not constitute a waiver of claims.
15.5 Final payment, constituting the entire unpaid balance of the Guaranteed Maximum
Price, shall be paid by the CrfY to the CONTRACTOR when the Work has been completed in
accordance with the Contract Documents, and this Agreement fully performed. The making of final
payment shall constitute a waiver of claims by CITY except those arising from:
15.5.1 Liens, claims, security interests or encumbrances arising out of this Agreement and
unsettled.
15.5.2 Faulty or defective work and latent defects discovered after acceptance.
15.5.3 Failure of the work to comply with the requirements of the Contract Documents.
15.5.4 Terms of special warranties required by the Contract Documents.
15.5.5 Any of CONTRACTOR'S continuing obligations under this Agreement.
The acceptance of final payment by CONTRACTOR or the Subcontractor for
materials and supplies shall constitute a waiver of claims by that payee except those previously
made in writing and identified by payee as unsettled at the time of final application for payment.
15.6 CITY'S Right to Withhold Payment.
The CITY may withhold in whole or in part, final payment or any progress payment
to such extent as may be necessary to protect itself from loss on account of:
15.6.1 Defective work not remedied.
30 n
V � V
15.6.2 Claims filed or reasonable evidence indicating the probable filing of claims by other
parties against the CONTRACTOR.
15.63 Failure of the CONTRACTOR to make payment to Subcontractors or Suppliers for
materials or labor.
15.6.4 Damage to another contractor not remedied.
15.6.5 Liability for liquidated damages has been incurred by the CONTRACTOR.
15.6.6 Reasonable evidence that the work cannot be completed for the unpaid balance of
the contract sum
15.6.7 Reasonable evidence that the work will not be completed within the Contract time.
15.6.8 Failure to carry out the work in accordance with the Contract Documents.
When the above grounds are removed or resolved or the CONTRACTOR provides a surety
bond or consent of surety satisfactory to the C]TY which will protect the CITY in the amount
withheld, payment may be made in whole or in part.
ARTICLE 16 - TERMINATION OF THE CONTRACT
16.1 CITY'S Right to Terminate.
Upon the occurrence of any one or more of the following events:
16.1.1 If CONTRACTOR commences a voluntary case under any chapter of the
Bankruptcy Code as now or hereafter in effect, or if CONTRACTOR takes any equivalent or
similar action by Wing a petition or otherwise under any other federal or state law in effect at such
time relating to the bankruptcy or insolvency.
16.1.2 If a petition is filed against CONTRACTOR under any chapter of the Bankruptcy
Code as now or hereafter in effect at the time of filing, or if a petition is filed seeking any such
equivalent or similar relief against CONTRACTOR under any other federal or state law in effect at
the time relating to bankruptcy or insolvency.
16.1.3 If CONTRACTOR makes a general assignment for the benefit of creditors.
16.1.4 If a trustee, receiver, custodian or agent of CONTRACTOR is appointed under
applicable law or under Contract, whose appointment or authority to take charge of property of
CONTRACTOR is for the purpose of enforcing a Lien against such property or for the purpose of
general administration of such property for the benefit of CONTRACTOR'S creditors.
16.1.5 If CONTRACTOR admits in writing an inability to pay its debts generally as they
become due.
31
16.1.6 If CONTRACTOR persistently fails to perform the Work in a000rdance with the
Contract Documents (including, but not limited to, failure to supply sufficient skilled Workers or
suitable materials or equipment or failure to adhere to the progress schedule as same may be revised
from time to time), provided that CONTRACTOR is provided thirty (30) days to cure any breach.
16.1.7 If CONTRACTOR disregards laws or regulations of any authority with jurisdiction
16.1.8 If CONTRACTOR otherwise violates in any substantial way any provisions of the
Contract Documents.
CITY may, after giving CONTRACTOR seven (7) days written notice, terminate the services of
CONTRACTOR without any liability, of any kind, accruing to the to the CITY and without
prejudice to any right or remedy the CITY may have, and exclude the CONTRACTOR from the
site and take possession of the Work and of all CONTRACTOR'S tools, appliances, construction
equipment and machinery at the site and use the same to full extent they could be used by
CONTRACTOR (without liability to CONTRACTOR for trespass or conversion), incorporate in
the Work all materials and equipment stored at the site or for which CITY has paid
CONTRACTOR but which are stored elsewhere, and finish the Work as CITY may deem
expedient. In such case CONTRACTOR shall not be entitled to receive any further payment until
the Work is finished. Notwithstanding the foregoing, the CONTRACTOR is provided with thirty
(30) days to cure any breach.
32 si }
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16.2 Termination for Reasons Other Than Breach of the Agreement:
16.2.1 Upon seven (7) days written notice to CONTRACTOR, CITY may, with
cause, without liability of any kind and without prejudice to any other right or remedy, terminate
this agreement for CITY'S reasons that are other than a breach of this Agreement. In such a case,
the reasons should be clearly stated and shall be capable of cure by CONTRACTOR. Said written
notice shall provide CONTRACTOR with a reasonable time in which to cure the reason(s) for the
termination. This provision is different from the right to terminate set out in other parts of this
Agreement. Where the agreement is terminated for these reasons, the notice of termination to
CONTRACTOR must state that the Agreement is being terminated for the stated reason(s) under
the termination clause and the effective date of the termination if not cured by CONTRACTOR.
Upon receipt of the notice of termination and a failure to cure by CONTRACTOR,
CONTRACTOR shall promptly discontinue all Work at the time and to the extent indicated on the
notice of termination, terminate all outstanding Subcontractors and purchase orders to the extent
that they relate to the terminated portion of the Agreement, and refrain from placing further orders
and Subcontracts. CONTRACTOR shall not be paid on account of loss of anticipated profits or
revenue or other economic loss arising out of or resulting from such termination. In the event of a
termination under this provision, the CITY shall pay to the CONTRACTOR only those direct costs
associated with all Work actually completed. The CONTRACTOR shall be obligated to support its
costs with back -up documentation to the CITY'S satisfaction. NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE CITY SHALL NOT BE
LIABLE TO THE CONTRACTOR FOR ANY DIRECT, INDIRECT, SPECIAL AND /OR
CONSEQUENTIAL LOSSES OR DAMAGES WHETHER ARISING IN AGREEMENT,
WARRANTY, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY OR ANY OTHER
CAUSE OF ACTION AT LAW OR IN EQUITY, INCLUDING BUT NOT LIMITED TO
LOSSES OF USE, PROFITS, BUSINESS, REPUTATION OR FINANCING.
16.2:2 Once the Plans and Specifications for this Project receive a permit to
commence construction, the ownership in the Plans and Specifications shall vest with the CrTY. In
the event CrTY terminates the Agreement and proceeds to design and construct the Project through
its employees, agents or other third parties, CONTRACTOR shall remain fully liable for the design
of the Plans and Specifications and the CrTY shall retain all its rights and remedies related thereto.
16.3 Termination by CONTRACTOR.
If CrTY fails to make payment thereon for a period of sixty (60) calendar days from
payment submittal, CONTRACTOR may, upon thirty (30) additional days written notice to CITY,
terminate the Contract and recover from the Contract payment for work executed and for proven
loss with respect to materials, equipment, tools and construction equipment and machinery.
16.4 Non - Binding Mediation.
16.4.1 Non - Binding Mediation. In the event a dispute arises, either Party may request that
the other party attend non- binding mediation. Mutual written consent is required for the non-
binding mediation to take place. To the extent that mediation does occur, the CONTRACTOR is
obligated to continue to perform the Work and the CITY shall continue to satisfy its payment
33
LdEL)
obligations pending the resolution of the mediation. Before requesting mediation, the parties shall
fast attempt to resolve the dispute amicably.
16.4.2 Scope of Dispute Review. Any controversy or claim arising out of or relating to this
Agreement or any breach of it may be subject to review under these non - binding dispute resolution
procedures.
16.4.3 Mediator. The Parties agree that any mediator shall be jointly selected.
16.4.4 Time of Claim. Claims must be brought within the applicable statute of limitations
by notice of a claim to the other party or parties affected thereby. Failure to bring the claim within
the specified time shall constitute a waiver of the party's right to assert the claim.
The notice of claim shall provide reasonably sufficient detail of the nature of the
claim and the basis for it. The mediator shall be selected by the parties within twenty (20) days
following the date that a party requests that the selection process commence. Each mediation
hearing shall be held at a location mutually approved by the parties. Unless the parties otherwise
agree in writing, mediation may be commenced on or after the thirtieth (30th) calendar day after the
mediator is selected. Each party agrees that it will designate a representative, having authority to
bind that party, who will attend all mediation hearings. Both parties shall endeavor, in good faith, to
reach a resolution of the claim during the mediation. The mediator shall submit a sworn affidavit to
both parties indicating that the mediator has no past or present affiliation with either the
CONTRACTOR or the CITY.
16.4.5 If the parties cannot agree on the production of documents or information (including
rules relating thereto), then the mediator shall make a determination as to the scope and nature of
the exchange.
16.4.6 Proceeding Costs and Fees. All parties participating in the non - binding mediation
shall be responsible for their own costs, expenses and attorney fees necessary to pursue or defend
against claim(s) raised under these provisions; however, the parties shall equally share the costs of
any meeting or hearing place and the fees of the mediator.
16.4.7 Enforceability and Form of Decision. The decision resulting from mediation is not
binding on any party participating in the mediation unless and until the parties agree to it in writing.
In the absence of a written consent accepting the mediator's decision, the decision shall have no
force or effect whatsoever.
16.4.8 Florida LawNenue/Jurisdiction. This Agreement shall be governed by the laws
of the State of Florida, without regard to its conflict of law provisions. The Parties hereto hereby
submit to the exclusive jurisdiction of the state and federal courts located in Miami -Dade
County, Florida for any action or proceeding arising out of or relating to this Agreement and the
Parties hereto hereby agree that all claims in respect of such action or proceeding shall he heard
and determined exclusively in any such state or federal court.
16.4.9 Attorneys' Fees. In the event of any dispute arising under or related to this
Agreement, the prevailing party shall be entitled to recover all actual attorney fees, costs and
expenses incurred by it in connection with that dispute and/or the enforcement of this Agreement,
including all such actual attorney fees, costs and expenses at all judicial levels, including appeal
until such dispute is resolved with finality.
ARTICLE 17 - NOTICE, COMPUTATION OF TIME ARTICLE
17.1 Giving Notice.
All notices required by any of the Contract Documents shall be in writing and shall
be deemed delivered upon mailing by certified mail, return receipt requested to the following:
CONTRACTOR:
4M Investors, LLC
3211 Ponce De Leon Blvd., Suite 301
Coral Gables, FL 33134
COPY TO:
Weiss, Serota, Helfman, Pastoriza, Cole, et al.
Attn: Clifford Schulman, Esq.
3211 Ponce de Leon Boulevard
Coral Gables, Florida 33134
Fax No. (305) 854 -2323
CITY:
Alan J. Cohen, City Manager
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, Florida 33160
COPY TO:
Hans Ottinot, City Attorney
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, Florida 33160
17.2 Computation of Time.
When any period of time is referred to in the Contract Documents by days, it will be
computed to exclude the fast and include the last day of such period. If the last day of any such
period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable
jurisdiction, such day will be omitted from the computation. A calendar day of twenty four (24)
hours measured from midnight to the next midnight shall constitute a day.
35 IN t
173 Force Maieure.
Should any party fail to perform its obligations under this Agreement due to a
condition of force majeure, as that term is interpreted under Florida Law, and specifically including
but not limited to Acts of God (including hurricanes, tropical storms and/or very strong storms
which are anticipated by the Parties and taken into consideration when the CONTRACTOR agreed
to the substantial completion date) fire, flood, earthquakes, then the time for performance of said
obligation hereunder will be extended by a period reasonable commensurate with the cause of such
failure to perform or cure. If the Contractor is delayed in performing any obligation under this
agreement due to a force majeure condition, the CONTRACTOR shall request a time extension
from the CITY within ten(10) working days of said force majeure occurrence. Any time extension
shall be subject to mutual agreement and shall not be cause for any claim by the CON RACTOR
for extra compensation. Events of force majeure do not include acts or omissions of sub-
contractors.
ARTICLE 18 — MISCELLANEOUS
18.1 The duties and obligations imposed by the Contract Documents and the rights and
remedies available hereunder to the parties hereto, and, in particular but without limitation, the
warranties, guaranties and obligations imposed upon CONTRACTOR and all of the rights and
remedies available to CITY thereunder, are in addition to, and are not to be construed in any way as
a limitation of, any rights and remedies available to any or all of them which are otherwise imposed
or available to any or all of them which are otherwise imposed or available by laws or regulations,
by special warranty or guarantee or by other provisions of the Contract Documents, and the
provisions of this Paragraph will be as effective as if repeated specifically in the Contract
Documents, and the provisions of this Paragraph will survive final payment and termination or
completion of the Agreement.
18.2 CONTRACTOR shall not assign or transfer the Contract or its rights, title or
interests therein without MY'S prior written approval. The obligations undertaken by
CONTRACTOR pursuant to the Contract shall not be delegated or assigned to any other person or
firm unless CITY shall first consent in writing to the assignment. Violation of the terms of this
Paragraph shall constitute a breach of Contract by CONTRACTOR and the CITY may, at its
discretion, cancel the Contract and all rights, title and interest of CONTRACTOR shall thereupon
cease and terminate.
18.3 CONTRACTOR and its employees, volunteers and agents shall be and remain an
independent contractors and not agents or employees of CITY with respect to all of the acts and
services perforated by and under the terms of this Agreement. This Agreement shall not in any way
be construed to create a partnership, association or any other kind of joint undertaking or venture
between the parties hereto.
18.4 The remedies expressly provided in this Agreement to CITY shall not be deemed to
be exclusive but shall be cumulative and in addition to all other remedies in favor of CITY now or
hereafter existing at law or in equity.
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18.5 The validity, construction and effect of this Contract shall be governed by the laws
of the State of Florida. In the event of a dispute arising under or related to this Agreement it shall
be filed in the Eleventh Judicial Circuit in and for Miami -Dade County, Florida
18.6 Should any part, tern or provision of this Agreement be by the courts decided to be
invalid, illegal or in conflict with any law of the State, the validity of the remaining portion or
provision shall not be affected thereby.
ARTICLE 19 - NONDISCRII41NAI ION AND EQUAL OPPORTUNITY EMPLOYMENT
19.1 During the performance of this Agreement, CONTRACTOR shall not discriminate
against any employee or applicant for employment because of race, religion, color, sex or national
origin. CONTRACTOR will take affirmative action to ensure that employees are treated during
employment, without regard to their race, creed, color or national origin. Such action must include,
but not be limited to the following: employment, upgrading; demotion or transfer; recruitment or
recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. CONTRACTOR shall agree to post in conspicuous
places, available to employees and applicants for employment, notices to be provided by the
contracting officer setting forth the provisions of this nondiscrimination clause.
19.2 CONTRACTOR shall comply with Executive Order 11246 of September 24, 1965,
entitled "Equal Employment Opportunity" as amended by Executive Order 11375 of October 13,
1967 and as supplemented in Department of Labor Regulations (41 CFR Part 60).
19.3 CONTRACTOR shall comply with the Copeland Anti- Kickback Act (I8 USC 874)
as supplemented in Department of Labor Regulations (29 CFR Part 3).
19.4 CONTRACTOR shall comply with the Contract Work Hours and Safety Standards
Act (40 US 327 -330) as supplemented by Department of Labor Regulations (29 CFR Part 5).
19.5 CONTRACTOR shall comply with the Florida Trench Safety Act.
19.6 CONTRACTOR shall comply with the OSHA Safety Act.
37
�J6J
IN WITNESS WHEREOF, CITY and CONTRACTOR have signed this Agreement in triplicate.
ATrES"T:
Jane A. Hines, CMC, City Clerk
State of Florida )
)ss:
County of Miami -Dade )
CITY OF SUNNY ISLES BEACH, FLORIDA
4M In rs, LLU, a hlonda limited liability
comp
By: Joseph Milton
Title: Manager
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On this, the aL day of 20 t 1, before me, the undersigned Notary Public of the
State of Florida, the fo egoing instrument was acknowledged by
dpi onln "A (o � (name of officer), 1 1 Q h6A t✓f (title), of 4M
Investors, LE, a Florida liability, on behalf of the corporation, who is personally known to me or
has produced as identification.
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otary Public, State of Florida
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Folio No. 31-2214-07-0060
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NY City of Sunny Isles Beach
18070 Collins Avenue, Suite 250
t Sunny Isles Beach, Florida 33160
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MEMORANDUM
TO: The Honorable City Commissio
FROM: Hans Ottinot, City Attorney
DATE: December 19, 2013
City Commission
Norman S. Edelcup, Mayor
Isaac Aelion, Vice Mayor
Jeanette Gatto, Commissioner
Jennifer Lesin, Commissioner
George -Bud" Scholl, Commissioner
Christopher J. Russo City Manager
Hans O tinot, City Attorney
Jane A. Hines, JINC, City Clerk
RE: Approving an Amendment and Consent to Assignment Agreement for Design -
Build Agreement
RECOMMENDATION:
This Resolution is presented for your consideration.
REASONS:
4M Investors, LLC (`Original Contractor') has requested permission from the City to use
another corporate entity ('International General Contractor'), as the contractor for the Gateway
Park and Parking Garage Project. Further, the Original Contractor has requested that the 365 day
time -frame for substantial completion to the Design -Build Agreement be commenced at the time
of issuance of a building permit, not a foundation permit. The attached Amendment and Consent
to Assignment reflects the new terms requested by the Original Contractor.
(305) 947 -0606
City Hall
•� �r. �"
(305)949 -3 1 13
Fax
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0"L sty
(305) 947 -2150
Building Depatxment
F L
OF SUN
305 947 -5107
Fax
MEMORANDUM
TO: The Honorable City Commissio
FROM: Hans Ottinot, City Attorney
DATE: December 19, 2013
City Commission
Norman S. Edelcup, Mayor
Isaac Aelion, Vice Mayor
Jeanette Gatto, Commissioner
Jennifer Lesin, Commissioner
George -Bud" Scholl, Commissioner
Christopher J. Russo City Manager
Hans O tinot, City Attorney
Jane A. Hines, JINC, City Clerk
RE: Approving an Amendment and Consent to Assignment Agreement for Design -
Build Agreement
RECOMMENDATION:
This Resolution is presented for your consideration.
REASONS:
4M Investors, LLC (`Original Contractor') has requested permission from the City to use
another corporate entity ('International General Contractor'), as the contractor for the Gateway
Park and Parking Garage Project. Further, the Original Contractor has requested that the 365 day
time -frame for substantial completion to the Design -Build Agreement be commenced at the time
of issuance of a building permit, not a foundation permit. The attached Amendment and Consent
to Assignment reflects the new terms requested by the Original Contractor.
Preview
4�C, ➢� F`O p\ a�4�
M
TO:
FROM
DATE:
RE:
Page I of I
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, Florida 33160
(305) 947 -0606 City Hall
(305) 949 -3113 Fax
MEMORANDUM
The Honorable Mayor and City Commission
Hans Ottinot, City Attorney
12/19/2013
Approving an Amendment and Consent to Assignment Agreement
for Design -Build Agreement
RECOMMENDATION:
This Resolution is presented for your consideration.
REASONS:
4M Investors; LLC ( "Original Contractor ") has requested permission from the City to use
another corporate entity ( "International General Contractor "), as the contractor for the
Gateway Park and Parking Garage Project. Further, the Original Contractor has requested
that the 365 day time -frame for substantial completion to the Design -Build Agreement be
commenced at the time of issuance of a building permit, not a foundation permit. The
attached Amendment and Consent to Assignment reflects the new terms requested by the
Original Contractor.
ATTACHMENTS:
Approving an Amendment and Consent to Assignment Agreement for Design -
Build Agreement
Amendment and Consent to Assignment of Design -Build Agreement
http:H sibagenda .sibfl.net/Agenda/Preview .asps ?ItemID = 1214 &Meetingl D= 0 &NIeetingD... 12/1 3/2013
3-ond No P =0854 -, -5j-'
Document A3121-Ml -2010
conforms •.with The American Institute of P.rchkocts A1A Document 212
Performance Bond
CONTRACTOR,:
,, /.•1'cu: e, legs! sr :2 :rs csd c. rr.•ress;
In ;ern__ =tiorl Gene; al Con ;ray -!ors Inc -
4fvi Investors, LLC
32 i 1 Pon•_- de Leon Boulevard. Suite 30 i
Coral Gables, FL 33 3'
O'A'N =_R:
(•\0m•' legal va;mis rx: address)
The City of Sunny Isles Beach, Florid=
18070 Collins Avenue
Sunny Isles Beach, FL 33150
SURETY:
(4 ;vre, lega(st�t :r, a -d prig :i¢ :! piste rj Gash ;e;a)
Fidelity & Deposit Co. of Maryland - Zurich American Insurance Compaml
1400A,merican Lane
T;:is ccam a has i, -pert .;! ieyzl
Schaw�iouro.IL 60i95 -i055 tense --= -.Corsuliation iii
Mailino Address for Notices an a :iorna7isenccu :acedwi ;h
r =_sped a iG ecmpietic n e;
(Same as Above) moa5cz: ion.
Any smguiar reference to
Centracter. surety. Owner Cr
ct` =r party shail 6e ccrosi'_5 e'
plural •n; e? aper',abL.
CONST UCTIONCONTRACT
Date: 7N1 r1 al.d 0.S ar,e" 6
e_d 312-3( 1 LSr_j .. ri IL1 \°i(13
Amount:S 16,2 = 0,000.00 SiNteen Villion Two Hundred Fortv Thousand and 00 /100
Description:
(Warne and locarian)
(a) 374 Space Parking Garage Building V%lith Approximately a Sixteen Thousand (i 6,000) Square Feet ivlulti- Purpose
Shell on the First Floor of the Parking Garage; (b) Park; and (c) Performance Stage.
BOND
Date: 12-1 1 9 113
(,`.'or earlier than Constr redo, Contrcci Date)
Amount S 16.240,000.00
Modifications to this Bond: rX—1 None
CONTRACTOR AS PRINCIPAL
Company: (Corporate Seal)
4M Investors. /L /LC
Signanire:
Nat; Joseph Milton
and Tide: Manager
Sixteen Niliion Two Hundred Forty Thousand and 00/100
u See Section 16
SURETY
Company: (CO)POI Ole Seal)
Zurich Am4pepan Insurance C%� _
-
Ch'arles J[Nielson
Namc
and Tftle: Attorney -in -Fact
(dray additional signaures laoca' on the last page of this Penfonnance Bond.)
(FOR INFOKIN T /OA' O.ML 1' — Xawe, address and telephore)
AGENT or BROKER:
Nielson, Hoover & Associates
8000 Governors Square Blvd. #10I
PAiatni Lakes, FL 33016
305- 722 -2663
s- 18521AS 8/10
OWNER'S REPRESENTATIVE:
(r!rciritcU, Fngireer or other pw'n:)
W
§ 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner for
the performance of the Construction Contract, which is incorporated herein by reference.
§ 2 If the Contactor performs the Construction Contact, the Surety and the Contractor shall have no obligation under this Bond, except when
applicable to participate in a conference as provided in Section 3.
§ 3 If there is no Owner Default under the Construction Contract, the Surety's obligation under this Bond shall arise after
.1 the Owner first provides notice to the Contactor and the Surety that the Owner is considering declaring a Contractor Default. Such
notice shall indicate whether the Owner is requesting a conference among the Owner, Contactor and Surety to discuss the
Contractor's performance. If the Owner does not request a conference, the Surety may, within five (5) business days after receipt of
the Owner's notice, request such a conference. If the Surety timely requests a conference, the Owner shall attend. Unless the Owner
agrees otherwise, any conference requested under this Section 3.1 shall be held within ten (1 D) business days of the Surety's receipt
of the Owners notice. If the Owner, the Contractor and the Surety agree, the Contactor shall be allowed a reasonable time to
perform the Construction Contact, but such an agreement shall not waive the owners right, if any, subsequently to declare a
Contractor Default;
.2 the Owner declares a Contractor Default, terminates the Construction Contract and notifies die Surety; and
.3 the Owner has agreed to pay the Balance of the Contract Price in accordance with the terms of the Construction Contract to the
Surety or to a contactor selected to perform the Construction Contract.
§ 4 Failure on the part of the Owner to comply with the notice requirement in Section 3.1 shall not constitute a failure to comply with a condition
precedent to the Surety's obligations, or release the Surety from its obligations, except to the extent the Surety demonstrates actual prejudice.
§ 5 When the Owner has satisfied the conditions of Section 3, the Surety shall promptly and at the Surety's expense take one of the following actions:
§ 5.1 Arrange far the Contactor, with the consent of the Owner, to perform and complete the Construction Contract;
§ 5.2 Undertake to perform and complete the Construction Contract itself, through its agents or independent contactors;
§ 6.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the
Construction Contract, arrange for a contract to be prepared for execution by the Owner and a contractor selected with the Owners concurrence, to be
secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract, and pay to
the Owner the amount of damages as described in Section 7 is excess of the Balance of the Contract Price incurred by the Owner as a result of the
Contractor Default; or
§ 5.4 Waive its right to perform and complete, arrange for completion, or obtain a new contactor and with reasonable promptness under the
circumstances:
.1 Aficr investigation, determine the amount for which it may be liable to the Owner and, as soon as practicable after the amount is
determined, make payment to the Owner, or
.2 Deny liability in whole or in part and notify the Owner, citing the reasons for denial.
§ 6 If the Surety does not proceed as provided in Section 5 with reasonable promptness, the Surety shall be deemed to be in default on this Bond
seven days after receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this
Bond, and the Owner shall be entitled to enforce any remedy available to the Owner. If the Surety proceeds as provided in Section 5.4, and the
Owner refuses the payment or the Surety has denied liability, in whole or in pan, without further notice the Owncr shall be entitled to enforce any
remedy available to the Owner.
S- 1852/AS MG
§ 7 I the Surety elects to act under Section 5.1, 5.2 or 5.3, then the responsibilities of the Surety to the Owner shall not be greater than those of the
Contractor under the Construction Contract, and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the
Construction Contract. Subject to the commitment by the Owner to pay the Balance of the Contract Price, the Surety is obligated, without
duplication, for
.1 the responsibilities of the Contractor for correction of defective work and completion of the Construction Contract;
.2 additional legal, design professional and delay costs resulting from the Contractors Default, and resulting from the actions or
failure to act of the Surety under Section 5; and
.3 - liquidated damages, or if no liquidated damages are specified in the Construction Contract, actual damages caused by delayed
performance or non - performance of the Contractor.
§ 8 I the Surery elects to act under Section 5.1, 5.3 or 5A, the Surety's liability is limited to the amount of this Bond
§ 9 The Surely shall not be liable to the Owner or others fur obligations of the Contractor that arc unrelated to the Construction Contract, and the
Balance of the Contract Price shall not be reduced or set effort account of any such unrelated obligations. No right of action shall accrue oil this
Bond to any person or entity other than the Owner or its heirs, executors, administrators, successors and assigns.
§ 10 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase
orders and other obligations.
§ 11 Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or
part of the work is located and shall be instituted within two years after a declaration of Contractor Default or within two years after the Contractor
ceased working or within two years after the Surety refuses or fails to perform its obligations under this Bond, whichever occurs first If the
provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of
the suit shall be applicable.
§ 12 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature
appears.
§ 13 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be
performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions
conforming to such statutory or other legal requirement shall be deemed incorporated herein. when so furnished, the intent is that this Bond shall be
construed as a statutory bond and not as a common lase bond.
§ 14 Definitions
§ 14.1 Balance of the Contract Prlce. The total amount payable by the Owner to the Contractor under the Construction Contract after all proper
adjustments have been made, including allowance to the Contractor of any amounts received or to be received by the Owner in settlement of
insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the
Contractor under the Construction Contract.
§ 14.2 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents
and changes made to the agreement and the Contract Documents.
§ 14.3 Contractor Default. Failure of the Contractor, which has not been remedied or waived, to perform or otherwise to comply with a material
tens of the Construclion Contract.
§ 14.4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction
Contract or to perfomi and complete or comply with the other material terms of the Construction Contract.
§ 14.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor.
§ 15 if this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be
Subcontractor and the term Owner shall be deemed to be Contractor.
S- 18521AS 8/10
§ 16 Modifications to this bond are as follo%vs:
(Space is provided helots for additional signatures of added parties, other than those appearing on the cover page)
CONTRACTOR AS PRINCIPAL
Company: (Corporate Seal)
International General Contractors, Inc.
Signature:
Name and Tnte: 'ran — VP
Address 3211 Ponce de Leon boulevard, 3nl
Coral Gables, FL 33134
5- 18521AS 8/10
SURETY
Company:
(Cotpo ale Seal)
Fidelity & Deposi Cyompany of tviaryla;�
Signamre:
Name and Title: `
Address Charles J. Nielson, Atty. -In -Fact
lone PJp PR 08541950
Document A312T10 -2010
Payment Bond Conforms with The American Institute of Architects AIA Document 312
CONTRACTOR:
( irmo, legal saws cr:d cddrs)
lnicr,'iationel General Contra=,-s, Irc
4ivi Investors, LLC
32 ii Ponce de Leon Boul =_yard, Suite 301
Coral Gables. FL 33i 3=
SURETY:
(Vrin", le 'eal snouts rn pr6rcipal place of busi:a ;s)
Fidelity & Deposit Co. of tviaryland -
1400America, Lane
Schaumbura,IL 60199 -1056
(-!ailing Address for Notices
(Same a =
O'::JJER:
("l:n:e. legal s rCrs r.::; rddras;) .
The Ciiy of Sunny Isles Beach Florida
15070 Collins Avenue
Sunny Isles Beach, FL 33160
uricin American Insurance Compa,-,y
This d:, .. ,eat has i ccna„' I<c =I
con >avences. Cen;ui;a!ion lvtth
an aroa'ey is ercousaced •,.ith
respect to i:s completion c;
mc'irxa[5n.
Any s: -eular reference to
Contractor, Surety, D•.•rner cr
other Pally shall to considered
Plural e:`ere applicable.
CONSTRUCTION CONTRACT
Dn'e: 71zJ111 00.v,al OtS 0L.t..e -_fA4_d 3IZ9113 Giwd aS QCs! r,ad \2 \�gll3
Amount: 5 16,2!.0.000.00
S ir. teen ail iion Tv'o Hundred For tv Thou and and 00 /100
Descriation:
(\'nine and location.)
(a) 374 Space Parking Garage Building With Approximately a Sixteen Thousand (16,000) Square Feet P,tulti- Purpose
Shell on the First Floor of the Parking Garage.; (c) Park; and (c) Performance Stage.
BOND
Dap:: 12-k i sl 13
6Vot earlier i),an Construction Contract Date)
A nount:5 16.2-0,000.00 Sixteen 2,i 11 ion Two dundred Fortv Thousand and 00 /100
Modifications tot-his Bond: X] none El See Section 13
CONTRACTOR AS PRINCIPAL SURETY
Company: (Co poraic Seal) Company: (Corporate Seal)
4A Investors, LLC Zurich Ame n lns /u /Jr /dance Com any
Signature: Signature:
Namc Joseph Milton Charles J.�Nielson
Na::.c
and Title: Manager and Title: Atrom ey -in -Fact
(d)iy cdditioral signattres appeal* on the last page ojtiris Payn+enr !land.)
(FOR IA'FORdL4TIOi OVL)• — ,\"aloe, cddress and taepnorc)
AGENT or BROKER:
Nielson, Hoover & Associates
8000 Governors Square Blvd. #101
Miami Lakes, FL 33016
305 -722 -2663
5- 21491AS 8110
OWNER'S REPRESENTATIVE:
(Architect, Engbtecr or• other pars',.)
§ 1 ]he Contractor and Surety, jointly and severa lly, bind themselves, their heirs, executurs, administrators, successors and assigns to the Owner to
pay for labor, materials and equipment furnished for use in the performance of the Construction Contract, which is incorporated herein by reference,
subject to the following terms.
§ 2 If the Contractor promptly makes payment of all sums due to Claimants, and defends, indemnifies and holds harmless the Owner front claims,
demands, liens or suits by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the
Construction Contract, then the Surety and the Contractor shall have no obligation under this Bond.
§ 3 If there is no Owner Default under the Construction Contract, the Surety's obligation to the Owne, under this Bond shall arise after the Owner
has promptly notified the Contractor and the Surety (at the address described in Section 13) of claims, demands, liens or suits against the Owner or
the Owners property by any person or entity seeking payment for labor, materials or equipment furnished for use in the perfonnance of the
Construction Contract and tendered defense of such claims, demands, liens or suits to the Contractor and the Surety.
§ 4 When the Owner has satisfied the conditions in Section 3, the Surety shall promptly and at the Surety's expense defend, indcmrdfy and hold
harmless the Owner against a duty tendered claim, demand, lien or suit.
§ 5 The Surety's obligations to a Claimant under this Bond shall arise after the following:
§ 5.1 Claimants, who do not have a direct contract with the Contractor,
.1 have famished a written notice of non - payment to the Contractor, staling with substantial accuracy the amount claimed and the
name of the party to whom the materials were, or equipment was, fumishcd or supplied or for whom the labor was done or
performed, within ninety (90) days after having last performed labor or last furnished materials or equipment included in the Claim;
and
.2 have sent a Claim to the Surety (at the address described in Section 13).
§ 5.2 Claimants, who are employed by or have a direct contact with the Contractor, have sent a Claim to the Surety (at the address described in
Section 13).
§ 6 If a notice of non - payment required by Section 5. 1.1 is given by the Owner to the Contractor, that is sufficient to satisfy a Cluimants obligation
to furnish a written notice ofnon- payment under Section 5.1.1.
§ 7 When a Claimant has satisfied the conditions of Sections 5.1 or 5.2, whichever is applicable, the Surety shall promptly and ut the Surety's
expense take the following actions:
§ 7.1 Send an answer to the Claimant, with a copy to the Owner, within sixty (60) days after receipt of the Claim, stating the amounts that are
undisputed and the basis for challenging any amounts that are disputed; and
§ 7.2 Pay or arrange for payment of any undisputed amounts.
§ 7.3 The Surety's failure to discharge its obligations under Section 7.1 or Section 7.2 shall not be deemed to constitute a waiver of defenses the
Surety or Contractor may have or acquire as to a Claim, except as to undisputed amounts for which the Surety and Claimant have reached agreement.
If, however, the Surety fails to discharge its obligations under Section 7.1 or Section 7.2, the Surety shall indemnify the Claimant for the reasonable
altumey's fees the Claimant incurs thereafter to recover any sums found to be due and owing to the Claimant.
§ 8 The Surety's total obligation shall not exceed the amount of this Bond, plus the amount orreasonable attomey's fees provided under Section 7.3,
and the amount of this Bond shall be credited for any payments made in good faith by the Surety.
§ 9 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the Construction Contract
and to satisfy claims, if any, under any construction performance bond. By the Contractor furnishing and the Owner accepting this Bond, they agree
that all funds earned by the Contractor in the performance of the Construction Contract are dedicated to satisfy obligations of the Contactor and
Surety under this Bond, subject to the Owner's priority to use the funds for the completion of the work.
5- 2149/AS 8/10
§ 10 The Surety shall not be liable to the Owner, Claimants or others for obligations of the Contractor that are unrelated to the Construction Contract.
The Owner shall not be liable for the payment of any costs or expenses of any Claimant under this Bond, and shall have under this Bond no
obligation to make payments to, or give notice on behalf of, Claimants or otherwise have any obligations to Claimants under this Bond.
§ 11 The Surety hereby waives notice of any change, including changes of time, to die Construction Contract or to related subcontracts, purchase
orders and other obligations.
§ 12 No suitor action shall be commenced by a Claimant under this Bond other than in a court of competent jurisdiction Lithe state in which the
Project that is the subject of the Construction Contract is located or after the expiration of one year from the date (1) on which the Claimant sent a
Claim to the Surety pursuant to Section 5.1.2 or 5.2, or (2) on which the last labor or service was performed by anyone or the last materials or
equipment were furnished by anyone under the Construction Contract, whichever of (1) or (2) first occurs. If the provisions of this Paragraph are void
or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable.
§ 13 Notice and Claims to the Surety, the Owner or the Contractor sball be mailed or delivered to the address shown on the page on which their
signature appears. Actual receipt of notice or Claims, however accomplished, shall be sufficient compliance as of the date received.
§ 14 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be
performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions
conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be
construed as a statutory bond and not as a common law bond.
§ 15 Upon request by any person or entity appearing to be a potential beneficiary of this Bond, the Contractor and Owner shall promptly furnish a
copy of this Bond or shat l permit a copy to be made.
§ 16 Definitions
§ 16.1 Claim. A written statement by the Claimant including at a minimum:
.1 the name of the Claimant
.2 the name of the person for whom the labor was done, or materials or equipment furnished;
.3 a copy of the agreement or purchase order pursuant to which labor, materials or equipment was furnished for use in the
performance of the Constrvedon Contract;
.4 a brief description of labor, materials or equipment furnished;
.5 the date on which the Claimant last performed labor or last furaished materials or equipment for use in the performance of
Construction Contract;
.6 the total amount earned by the Claimant for labor, materials or equipment furnished as of the date of the Claim;
.7 the total amount of previous payments received by the Claimant; and
.8 the total amount due and unpaid to the Claimant for labor, materials or equipment furnished as of the date of the Claim.
§ 16.2 Claimant. An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to furnish labor,
materials or equipment for use in the performance of the Construction Contract. The term Claimant also includes any individual or entity that has
rightfully asserted a claim under an applicable mechanic's hen or similar statute against the real property upon which the Project is located. The intent
of this Bond shall be to include without limitation in the terms "labor, materials or equipment" that pan of water, gas, power, light, heat, oil, gasoline,
telephone service or rental equipment used in the Construction Contract, architectuml and engineering services required for performance of the work
of the Contractor and the Contractor's subcontractors, and all other items for which a mechanic's lien may be asserted in the jurisdiction where the
labor, materials or equipment were furnished.
§ 16.3 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents
and all changes made to the agreement and the Contract Documents.
5- 21491AS 8110
§ 16.4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction
Contract or to perform and complete or comply with the other material terns of Construction Contract.
§ 16.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor.
§ 17 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be
Subcontractor and the tens Owner shall be deemed to be Contractor.
§ 1S Modifications to this bond are as follows:
The provisions and limitations of Section 255.05 Florida Statutes,
including but not limited to the notice and time limitations in
Sections 255.05(2) and 255.05(10). are incorporated in this bond
by reference.
(Space is provided below for additional signatures of added parties, otter Than those appearing on the cover page.)
CONTRACTOR AS PRINCIPAL
Company: (Corporate Seal)
International General ontractors, Inc.
Signature:
NameandTitle:Joseph Milton — VP
Address 3211 Ponce de Leon bnul_evard, 301
Coral Gables, FL 33134
S- 2149/AS &10
SURETY
Company:
(Corporate Seal)
Fidelity & Dep d ompany of Maryland
Signature: /� �y 611 { /Jg
Name and Tntle:
Address CharlesLJ. Nielson, Atty. -In -Fact
ZURICH AMERICAN INSURANCE COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS. that the ZURICH AMERICAN INSURANCE COMPANY. a corporation created by and existing
under the Imes of State of New York does hereby nominate. constitute and appoint Charles J. NIELSON, David H. HOOVER and Olga
IGLESIAS. all of Miami Lakes. Florida. EACH its true and lawful Attorneys -In -Fact with power and authority hereby conferred to sign.
seal, and execute in its behalf, during the period beginning with the date of issuance of this power, : am' a all bonds and undertakings.
recognizances or other written obligations in the nature thereof, and to bind ZURICH AMERIG %N`R4. I AiiNCE COMPANY thereby.
and all of the acts of said Attomey[s] -in -Fact pursuant to these presents are hereby ratifie�andtonftrm� 'is�� f Attorney is made and
executed pursuant to and by the authority of the following By -Law duly adopt p to • otard�oDPrecSprsofthe rrgt�ny which B}' -Law has
not been amended or rescinded. _ � � l�, �,���1, j,t4'
Article V1. Section 5. "...The President or a Vice Pr�detct te�•V�'1Astm�nt ran r�s,. icti"Bs Se�retan' or an Assistant Secre[an• may
appoint any person Attorney -In -Fact with ��� oo��rrtdt t6 �xe�ttteasurety- Q d-4 oiq t,,Wf -6 the Company and other formal underwriting
contracts in reference thereto andsein§i�r au`ce�rtf nix 4Fa¢feg t�' rd- U+ -iUual polices and bonds of all kinds and attach the corporate
seal. Any such officers ma re�(„roi[e� -u.(� pow'ers� rat e' _t6Mt3y -In- Fact."
Jhis Power of Attorney is sipped -?n� ealcc ire other and by the authority of the followine Resolution adopted by the Board of
1 (
Directors 993 of the ZURICH AJ1`f,RICXX N JRA[�CE COMPANY by unanimous consent in lieu of a special meeting dated December 15.
•' RESOLVED. that the si—gnature of the President or a Vice President and the attesting signature of a Secretary or an Assistant
Secretary and the seal of the Company may be affixed by facsimile on any Power of Attorney pursuant to Article VI, Section 5 of the
By -Laws, and the signature of a Secretary or an Assistant Secretary and the seal of the Company may be affixed by facsimile to any
certificate of my such power. Any such power or any certificate thereof with such facsimile signature and seal shall be valid and
binding on the Company. Furthermore. such power so executed. sealed and certified by certificate so executed and sealed shall, with
respect to any bond or undertaking to which it is attached. shall continue to be valid and binding on the Company."
IN WITNESS WHEREOF, the ZURICH AMERICAN INSURANCF COMPANY has caused these presents to be executed in its name and on
its behalf and its Corporate Seal to be hereunto affixed and attested by its officers thereunto duly authorized. this 13th day of August. A.D.
2009. This power of attorney revokes that issued on behalf of Warren M. ALTER, Mary C. ACEVES, Charles J. NIELSON.
Charles D. NIELSON. dated May 13. 2008.
P _ Pro
ZURICH AMERICAN INSURANCE COMPANY
_�•. lese a:
•STATE OF MARYLAND1 ss: B}' ./
CITY OF BAI. fIMORE Eric D. Barnes Secretan! Frank E. ,Aaron Jr. Vice President
On the 13th day of August, A.D. 2009 before the subscriber. a Notary Public of the State of Maryland, duly commissioned and qualified, came
the above named Vice President and Secretary of ZURICH AMERICAN INSURANCE COMPANY, to me personally known to be the
individuals and effects described in and who executed the preceding instrument and they each acknowledged the execution of the same and
being by me duly sworn. they severally and each for himself deposed and said that they respectively hold the offices in said Corporation as
indicated. that the Seal affixed to the preceding instrument is the Corporate Seal of said Corporation, and that the said Corporate Seal. and their
respective signature as such officers. were duly affixed and subscribed to the said instrument pursuant to all due corporate authorization.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above.
,da'1Ogq,,
9,
D ow,�
'piuw`
"o
Nolan• Public Aft, Commission Evpires: July 8, 2011
This Power of Attorney limits the acts of those named therein to the bonds and undertaking specifically named therein. and they have no
authority to bind the Company except in the manner and to the extent herein stated.
CERTIFICATE
1, the undersigned, a Secretary of the -ZURICH AMERICAN INSURANCE COMPANY, do hereby certify that the foregoing Power of
Attorney is still in full force and effect, and further certify that Article V L Section 5 of the By -Lmvs of the Company and the Resolution of the
Board of Directors set forth in said Power of Attorney are still in force. , • ^t;Ti INS(, q••.,�
IN TESTIMONY WHEREOF I have hereto subscribed my name and affixed the seal of said Company r or............ ".... .'•
r,,. � °o '4r,,•'•. Tom:
the I Q day of GC- Oiwbe/ . Zo 13
��E. ,
Gregory E. Murray
Seereian,
tese
POA -Z ZA 031 -0022A Serial Number: KE2009Augustl 3ZA 08t09ZA 031 -0022A
Power of Attorney
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
KNOW ALL MEN BY THESE PRESENTS: That the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, a
corporation of the State of Maryland, by THEODORE G. MARTINEZ, Vice President, and ERIC D. BARNES, Assistant
Secretary, in pursuance of authority granted by Article VI, Section 2, of the By -Laws of said�mpany, which are set forth on
the reverse side hereof and are hereby certified to be in full force and effect on the date heieoCdoeshereby nominate.
constitute and appoint Mart' C. ACEVES, Charles J. NIELSON and Cha�l)V IEL'�6 \rallFo Miami Lakes,
Florida, EACH its true and lawful aeent and Attorney -in -Fat t9• of &e e_e�ute sea4antJ &eii�•et;,for, and on its behalf as
Buren, and as its act and deed: any and all bonds andfinZte ia��itSs, aqd he+exPCUtt `tcfsuch bonds or undertakines in
hdcdvlJ'� rl \4 L
pursuance of these presents, shall be as binding IlpJOnVSard eompan `a� fu� dot ply, to all intents and purposes, as if they
had been duly executed and ackttac�fedted lute reettlarl}�e(EC�te_d off rs of the Company at its office in Baltimore. Md., in
their own proper perso uv" 1Tp�ver 'tif�tio¢I�u;re��oit�tat�'ssued on behalf of Warren M. ALTER, Mary C. ACEVES,
Charles J. NIELSOk.16harlc�s D,.NtEB LVd Apnl 22, 2008.
r-Q \ 5 t-U
The said Assistant S }' does'#ie %by certify' that the extract set forth on the reverse side hereof is a true copy of Article \'I,
Section 2, of the By- Lawsbfsaid Company, and is now in force.
IN WITNESS "'HEREOF, the said Vice - President and Assistant Secretary have hereunto subscribed their names and
affixed the Corporate Seal of the said FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this 14th day of March,
A.D. 2011.
ATTEST:
IrM i
State of Mar viand 1 ss:
City of Baltimore f
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
Eric D. Barnes Assistant Secretay,
M3
Theodore G. Martine-
i
On this 14th day of March. A.D. 2011, before the subscriber, a Notary Public of the State of Maryland, duly
commissioned and qualified, came THEODORE G. MARTINEZ, Vice President, and ERIC D. BARNES, Assistant
Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, to me personally known to be the individuals
and officers described in and who executed the preceding instrument, and they each acknowledeed the execution of the same.
and beinfl by me duly sworn, severally and each for himself deposeth and saith, that they are the said officers of the Company
aforesaid, and that the seal affixed to the preceding instrument is the Corporate Seal of said Company, and that the said
Corporate Seal and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority
and direction of the said Corporation.
IN TESTIMONY WHEREOF, 1 have hereunto set my hand and affixed my Official Seal the day and year first above
written.
Maria D. Adamski Notary Public
My Commission Expires: July 8, 2011
POA -F 031 -0022A
Obi
Maria D. Adamski Notary Public
My Commission Expires: July 8, 2011
POA -F 031 -0022A
EXTRACT FROM BY -LAWS OF FIDELITY AND DEPOSIT COMPANY OF MARYLAND
"Article VI. Section 2. The Chairman of the Board, or the President, or any Executive Vice- President, or any of the Senior
Vice- Presidents or Vice- Presidents specially authorized so to do by the Board of Directors or by the Executive Committee,
shall have power, by and with the concurrence of the Secretary or any one of the Assistant Secretaries, to appoint Resident
Vice- Presidents, Assistant Vice- Presidents and Attorneys -in -Fact as the business of the Company may require, or to
authorize any person or persons to execute on behalf of the Company any bonds, undertaking, recognizances, stipulations,
policies, contracts, agreements, deeds, and releases and assignments of judgements, decrees, mortgages and instruments in
the nature of mortgages,... and to affix the seal of the Company thereto."
CERTIFICATE
I, the undersigned, Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify
that the foregoing Power of Attorney is still in full force and effect on the date of this certificate; and I do further certify that
the Vice - President who executed the said Power of Attorney was one of the additional Vice - Presidents specially authorized
by the Board of Directors to appoint any Attorney -in -Fact as provided in Article VI, Section 2, of the By -Laws of the
FIDELITY AND DEPOSIT COMPANY OF MARYLAND.
This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the
Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a meetine duly called and held on
the I Oth day of May. 1990.
RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically
reproduced signature of any Vice - President Secretary, or Assistant Secretary of the Company, whether made heretofore or
hereafter, wherever appearing upon a certified copy of any power of attorney issued by the Company, shall be valid and
binding upon the Company with the same force and effect as though manually affixed."
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seal of the said Company,
this /I dayof QeCeKAkior zQI
Assistant Secretan-
BOND
Datc: 12l14l13
(Not earlier than Construction C.'ona:er Date)
AmounCS 16,240,000.00 Sixteen Million Two Hundred Forty Thousand and 00 /100
Modifications to this Bond: XQ None E] See Scction 16
CONTRACTOR AS PRINCIPAL
Company: (Corporate Seal)
4M Investors, LLC
Signature:.
Nurse Joseph Milton
eod7Tde: Manager
SURETY
Company: (Corporate Seal)
Zurich American Insurance Company
Signature: -
Name Charles J. Nielson
and T itle: Attorney -in -Fact
and T
(Any additional signatures rppmr on the lost page of this Petfonnaree Borxf.)
(FOR INF'ORA-LIT /ON ONLY — Marne, address and telephone)
AGENT or BROKER:
Nielson, Hoover & Associates
8000 Governors Square Blvd. #101
Miami Lakes, FL 33016
305- 722 -2663
546521AS 6 /10
OWNER'S REPRESENTATIVE:
(drehirect, Englneet or other parry:)
CFN 2014ROO19147
Bond No PRF08541950
OR Bk. 2SP92 Pits 3970 - 3980i (Ilpits)
RECORDED 01/09/201411:49:00
IIARVEY RUVINn CLERK OF COURT
Document A312 Tin —21
�yt�JMIACI -DADE COUNTYr FLORIDA
UVR-
Conforms with The American Institute of Architects AIA Docpmik-l=
Performance Bond
CONTRACTOR: SURETY:
(Nau:e, legal sames a:d address) (,lane, legal sta!as and principal pace of business)
International General Contractors Inc - Fidelity & Deposit Co. of Maryland - Zurich American Insurance Company
4M Investors. LLC 1400 American Lane
Trls eccument has Lmpcnact legal
Schaumburg, IL 60196- 1056
d21 i Ponce d2 Leon boulevard. Suite 301 Mailing Address for Notices
conse;u•:nces.Consultationwith
an attorcoy is encouraged with
Coral Gables. FL 33134
respect to its compneGcn or
(Same as Above)
mcdlficanon.
OWNER:
(dame. legal slants and c fdrest)
Any sLigutar refe:rce to
contractor, Surety, Owner o:
The City of Sunny Isles Beach Florida
o[vr party sbaoeeconstdere_
18070 Collins Avenue
plural where appCcaole.
Sunny Isles Beach, FL 33160
CONSTRUCTION CONTRACT
Dat ^: � )%t (1 t L f1�'I 117 Cl("1E'1l(�•� -�aI j.-�(13G1nitiClSc°IS>r�igpCi 1211CI�Ij
AmaunCS 16,240,000.00 Sixteen Million Two Hundred Fur LV
Thousand and 00 /100
Description:
name and locaticn)
(a) 374 Space Parking Garage Building lNith Approximately a Sixteen Thousand (16,000) Square Feet Multi- Purpose
Shell on the First Floor of the Parking Garage.; (h) Park; and (c) Performance Stage.
BOND
Datc: 12l14l13
(Not earlier than Construction C.'ona:er Date)
AmounCS 16,240,000.00 Sixteen Million Two Hundred Forty Thousand and 00 /100
Modifications to this Bond: XQ None E] See Scction 16
CONTRACTOR AS PRINCIPAL
Company: (Corporate Seal)
4M Investors, LLC
Signature:.
Nurse Joseph Milton
eod7Tde: Manager
SURETY
Company: (Corporate Seal)
Zurich American Insurance Company
Signature: -
Name Charles J. Nielson
and T itle: Attorney -in -Fact
and T
(Any additional signatures rppmr on the lost page of this Petfonnaree Borxf.)
(FOR INF'ORA-LIT /ON ONLY — Marne, address and telephone)
AGENT or BROKER:
Nielson, Hoover & Associates
8000 Governors Square Blvd. #101
Miami Lakes, FL 33016
305- 722 -2663
546521AS 6 /10
OWNER'S REPRESENTATIVE:
(drehirect, Englneet or other parry:)
§ 1 the Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner for
the performance of the Construction Contract, which is incorporated herein by reference.
§ 2 If the Contractor performs the Construction Contract, the Surety and the Contractor shall have no obligation under Us Bond, except when
applicable to participate In a conference as provided in Section 3.
§ 31f there is no Owner Defaultunder the Construction Contract, the Surety's obligation under this Bond shall arise after
.1 the Owner first provides notice to the Contractor and the Surety that the Owner is considering declaring a Contractor DefaulL Such
notice shall indicate whether the Owner is requesting a conference among the Owner, Contractor and Surety to discuss the
Contactors performance. if the Owner does not request a conference, the Surety may, within five (5) business days after receipt of
the Owners notice, request such a conference. If the Surety timely requests o conference, the Owner shall attend. Unless the Owner
agrees otherwise, any conference requested under this Section 3.1 shall be held within lent (10) hotness days of the Surety's receipt
of the Owners notice. If the Owner, the Contractor and the Surety agree, the Contactor shall be allowed a reasonable It= to
perform the Construction Contract, but such an agreement shall not waive the Owners right, if any, subsequently to declare a
Contractor Default;
.2 the Ouncr declares a Contractor Default, laminates the Construction Contract and notifies the Surety; and
.3 the Owner has agreed to pay the Balance of the Contract Price in accordance with (he leans of the Construction Contract to the
Surety or to a contractor selected to perform the Construction Contract.
§ 4 Failure on the part of the Owner to comply with the notice requirement in Section 3.1 shall not constitute a failure to comply with a condition
precedent to the Surety's obligations, or release the Surety from its obligations, except to the extent die Surety demonstrates actual prejudice.
§ 5 when the Owner has satisfied the conditions of Section 3, the Surety shall promptly and at the Surety's expense lake one of the following actions:
§ 5.1 Arrange for the Contactor, with the consent of the Owner, to perform and complete the Construction Contract;
§ 5.2 Undertake to perform and complete the Construction Contract itself, through Its agents or independent contractors;
§ 6.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the
Construction Contract, arrange for a contract to be prepared for execution by the Owner and a contractor selected with the Owners coneurrente, to be
secured with performance and payment bonds executed by a qualified surely equivalent to the bonds issued on the Construction Contract, and pay to
the Owner the amount of damages as described In Section 7 in excess of the Balance of the Contract Price incurred by the Owner as a result of the
Contractor Default; or
§ 5.4 NYaive its right to perform and complete, arrange for completion, or obtain a new contractor and with reasonable promptness under the
circumstances:
.1 After investigation, determine Ilse amount for which it may be liable to the Owner and, as soon as practicable after the amount is
determined, make payment to the O+vner, or
.2 Deny liability In whole or in pan and notify the Owner, citing the reasons for denial.
§ 6 If the Surety does not proceed as provided in Section 5 with reasonable promptness, the Surety shall be deemed to be in default on this Bond
seven days after receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this
Bond, and the Owner shall be entitled to enforce any remedy available to the Owner. If the Surety proceeds as provided in Section 5.4, and the
Owner refuses the payment or the Surely has denied liability, in whole or in pan, without further notice the Owner shall be entitled to enforce any
remedy available to the Owner.
MIT- WIT61-TQ-1
§ 7 If the Surety elects to act under Section 5.1, 5.2 or 5.3, (ben the responsibilities of the Surety to the Owner shall not be greater than those of the
Contractor under the Construction Contrecl, and the responsibilities of the Owner to the Surety shall not be greater than those of the Ouncr undcr the
Construction Contract. Subject to the commitment by the Owner to pay the Balance of the Contract Price, the Surety is obligated, without
duplication, for
.1 the responsibilities of the Contractor for correction of defective Nvork and completion of lhe Construction Contract;
.2 additional legal, design professional and delay costs resulting from the Contractors Default, and resulting from the actions or
failure to act of the Surety under Section 5; and
.3 liquidated damages, orif no liquidated damages are specified in the Construction Contract, actual damages caused by delayed
performance or non-performance of the Contractor.
§ 81f the Surety elects to act under Section 5.1, 5.3 or 5.4, the Surety's liability is limited to (lie amount of this Band
§ 8 The Surety shall not be liable to the Osmer or others for obligations of the Contractor that arc unrelated to the Construction Contract, and the
Balance of the Contract Price shall not be reduced or set ofion account of any such unrelated obligations. No right of action shall accrue on this
Bond to my person or entity other than the Owner or its heirs, executors, administrators, successors and assigns.
§ 10 The Surety hereby naives notice of any change, including changes of lime, to the Construction Contract or to related subcontracts, purchase
orders and other obligations.
§ 11 Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or
part of the smrk is located and shall be instituted within two years after a declaration of Contractor Default or within hvo years after the Contractor
ceased working or within two years after the Surety refuses or fails to perform its obligations under this Bond, whichever occurs first. 1f the
provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in thejurisdiction of
the suit shall be applicable.
§ 12 Notice to the Surely, the Osvacr or the Contractor shall be mailed or delivered to the address shown on the page on which thew signature
appears.
§ 13 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be
performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions
conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be
construed as a statutory bond and not as a common law'bond.
§ 14 Definitions
§ 14.1 Balance of the Contract Price. The total amount payable by the Osmer to the Contractor under the Construction Contract alley all proper
adjustments have been made, including allowance to the Contractor of any amounts received or to be received by the Osvner in settlement of
insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf orthe
Contractor under the Construction Contract.
§ 14.2 Construction Contract. The agreement beh"m the O%vner and Contractor identified on the cover page, including all Contract Docunxnts
and changes made to the agreement and the Contract Documents.
§ 14.3 Contractor Default. Failure of the Contractor, which has not been remedied or waived, to perform or otherwise to comply with a material
term of the Construction Contract.
§ 14.4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction
Contract or to perform mid complete or comply with the other material terms of the Construction Contract.
§ 14.5 Contract Documents. All the documents that comprise the agreement between the Osvner and Contractor.
§ 15 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor In this Bond shall be deemed to be
Subcontractor and the term Oimer shall be deemed to be Contractor.
S•18521AS 8/10
§ 1 G Modifications to this bond are as follows:
(Space is provided helorr for additional signatures ofadded portles, other than those appearing on the rover page)
CONTRACTOR AS PRINCIPAL
Company: (Corporate Seal)
International General Contractors, Inc.
Sigtanire: 4
Nameand Title. Joseph Milton — VP
Address 3211 Ponce de Leo- boulevard, 3nl'•.
Coral Gables, FL 33134
S•1e521AS $/to
SURETY
Company: (Corporate Seal)
Fidelity & Deposii Company of Maryland
Signature:
Name and Title:
Address Charles J. Nielson, Atty.-In-Fact
3ond No PRF08541950
Document A312T"l -2010
Conforms with The American Institute of Architects AIA Document 312
Payment Bond
CONTRACTOR:
SURETY:
(Vame, /egalvatus cnd cddrtsr)
rfrnre, legrl srnnrs rid principal plr:e oflush.ess)
International Genera! Contractors. Inc -
Fidelity & Deposit Co. of Maryland - Zurich
American Insurance Company
4M Investors. LLC
1400 American Lane
This dccuneat has impcaart le -gal
3211 Ponce de Leon Boulevard, Suit=_ 301
Schaumburg, IL 60196 -1055
consequences. Corsuttaticn rilh
Mailing Address for Notices
an attorneys encouraged with
Coral Gables: FL 33134
respect loitsccnplationor
(Same as Above)
mcdirica4oa.
OWNER:
Anys ;gols reference to
(Mere, legrl s ?. : :rs a :'rddresi)
Ccntraclo:, Surety, Owner a
The City ol Sunny Isles Beach Florid2
other party sha!I to considers i
p,ralr.here appl1caMe
18070 Collins Avenue
Sunny Isles Beach, FL 33160
CONSTRUCTION CONTRACT
Date :'�2t /lf And e+s tl rntr,d.eri 3 /z3
12 l q
/l3 Gi �..d ors �ssi�n�! 1 I13
Amount:S 16,25U,000.00
Sixteen Million Is:o Hundred Forty 'Thousand
and 00 /100
Description:
(Wane and location)
(a) 374 Space Parking Garage Building With Approximately a Sixteen Thousand (16,000) Square Feet Multi- Purpose
Shell on the First Floor of the Parking Garage.; (c) Park; and (c) Performance Stage.
BOND
Date: 1211 g113
ON earlier than Construction Contract Dare)
Amount:S 16,240,000.00 Sixteen Million Two du,dred Fort' Thousand and 00/100
Modifications to this Bond: 0 None CI See Section l&
CONTRACTOR AS PRINCIPAL SURETY
Company: (Corporate Sent) Company: (Corporate Seal)
4M Investors, LL Zurich American Insurance Company
$IgIWInrC: (� Slgmturc:
Name Joseph Milton Name Charles J. Nielson
and Tithe: Manager and Tide: Attorney -in -Fact
(Airy rdditional signatures appear ors the last page of this Pa}anuu Boa-Q)
(FOR INFOPW4770N ONLY — drone, reldress and telephone)
AGENT or BROKER:
Nielson, Hoover & Associates
8000 Governors Square Blvd. #101
Miami Lakes, FL 33016
305- 722 -2663
S- 214e1AS 6110
OWNER'S REPRESENTATIVE:
(Architect, Engineer or otirerpnrot)
§ 17he Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner to
pay for labor, materials and equipment furnished for use in the performance of the Construction Contract, which is incorporated herein by reference
subject to the following terms.
§ 2 If the Contractor promptly makes payment of all sums due to Claimants, and defends, indemnifies and holds harmless the Owner front claims,
demands, lien or suits by my person or entity seeking payment for labor, materials or equipment famished for use in the performance of Ore
Construction Contract, then the Surety and the Contractor shall have no obligation under this Bond.
§ 3 irthem is no Owner Default under the Construction Contract, the Surety's obligation to the Owner under this Bond shall arise aller the Ormer
has promptly notified the Contractor and the Surety (at the address described in Section 13) of claims, demands, liens or suits against the Owner or
the Ounces Property by any person or entity seeking payment for labor, materials or equipment famished for use in the performance ofthe
Construction Contract and tendered defense of such claims, demands, liens or suits to the Contractor and the Surety.
§ 4 When the Outer has satisfied the conditions in Section 3, the Surety shall promptly and at the Surety's expense defend, indemnify and hold
harmless the Owner against a duly tendered claim, demand, lien orsuit.
§ 5 The Surety's obligations to a Claimant under this Bond shall arise after the following:
§ 6.1 Claimants, who do not have a direct contract with the Contractor,
.1 have famished a written notice ornon- payment to the Contractor, stating with substantial accuracy the amount claimed and the
name of the party to whom the materials %%we, or equipment was, famished or supplied or for whom the labor was done or
performed, within ninety (90) days after having lost performed labor or last famished materials or equipment included in the Claim;
and
.2 have sent a Claim to the Surety (at the address described in Section 13).
§ 6.2 Claimants, who are employed by or have a direct contract with the Contractor, have sent a Claim to the Surety (at the address described in
Section 13).
§ 61f a notice of non - payment required by Section 5.1.1 is given by the Owner to the Contractor, that is sufficient to satisfy a Clumtent's obligation
to fumish a written notice of non - payment under Section 5.1.1.
§ 7 When a Claimant has satisfied die conditions of Sections 5.1 or 5.2, whichever is applicable, the Surely shall promptly and at the Surety's
expense take the following actions:
§ 7.1 Send an answer to the Claimant, with a copy to the Owner, within sixty (60) days after receipt of the Claim, stating the amounts that arc
undisputed and the basis for challenging any amounts that are disputed; and
§ 7.2 Pay or arrange for payment of any undisputed amounts.
§ 7.3 The Surety's failure to discharge its obligations under Section 7.1 or Section 7.2 shall not be deemed to constitute a waiver of deRases the
Surety or Contractor may have or acquire as to a Claim, except us to undisputed amounts for which the Surety and Claimant have reached agreement.
If, however, the Surety fails to discharge its obligations undcr Section 7.1 or Section 7.2, the Surely shall indemnify the Claimant for the reasonable
attorney's fees the Claimant incurs thereafter to recover any sums found to be due and owing to the Claimant.
§ 6 The Suretys total obligation shall not exceed the amount of this Bond, plus the amount of reasonable attorney's fees provided under Section 7.3,
and the amount of this Bond shall be credited for any payments made in good faith by the Surety.
§ 9 Amounts owed by the Owner to the Contractor under the Constmction Contract shall be used for the performance of Construction Contract
and to satisfy claims, if any, underany construction performance bond. By the Contractor furnishing and the Owner accepting thu Bond, they agree
that oil funds earned by the Contractor in the performance of the Construction Contract are dedicated to satisfy obligations of the Contractor and
Surety under this Bond, subject to the Owner's priority to use the funds for the completion of the work. .
S- 21491AS 8/10
F�
§ 10 The Surety shall not be liable to the Owner, Claimants or others for obligations of the Contractor that ate unrelated to the Construct ion Contract.
The Owner shall not be liable for the payment of my costs or expenses of any Claimant under this Bond, and shall have under this Bond no
obligation to make payments to, or give notice on behalf of, Claimants or otherwise have any obligations to Claimants under this Bond.
§ 11 The Surety hemby waives notice of any change, including changes of time, to the Construction Contractor to related subcontracts, purchase
orders and other obligations.
§ 12 No suitor action shall be commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the state in which the
project that is the subject of the Construction Contract is located or after the expiration of one year from the date (1) on which the Claimant sent a
Claim to the Surety pursuant to Section 5.1.2 or 5.2, or (2) on which the last labor or service was performed by anyone or the last materials or
equipment were furnished by anyone under the Construction Contract, whichever of (1) or (2) ftrst occurs. if the provisions of this Paragraph are void
or prohibited by law, the minimum period of limitation available to sureties as o defense in the jurisdiction of the suit shall be applicable.
§ 13 Notice and Claims to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their
signature appears. Actual receipt of notice or Claims, howwcwcr accomplished, shall be suf lcicat compliance as of the date received.
§ 14 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be
performed, any provision in this Bond eonilicting with said statutory or legal requirement shall be deemed deleted hwc&om and provisions
conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be
construed as a statutory bond and not as a common law bond.
§ 16 Upon request by any person or entity appearing to be a potential beneficiary of this Bond, the Contractor and Onmr shall promptly furnish a
copy of this Bond or shall permit a copy to be made.
§ 16 Definitions
§ 16.1 Claim. A written statement by the Claimant including at a minimum:
.1 the name of the Claimant;
.2 the name of the person for whom the labor was done, or materials or equipment furnished;
.3 a copy of the agreement or purchase order pursuant'to winch labor, materials or equipment was fumishcd for use in the
performance of the Construction Contract;
.4 a brief description of the labor, materials or equipment fumished;
.6 the date on which the Claimant last performed labor or last furnished materials or equipment for use in the performance of the
Construction Contract;
.6 the total amount earned by the Claimant for labor, materials or equipment furnished as of the date of the Claim;
.7 the total amount of previous payments received by the Claimant; and
.6 the total amount due and unpaid to the Claimant for labor, materials or equipment furnished as of the date of the Claim.
§ 16.2 Claimant. An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to furnish labor,
materials or equipment for use in the performance of the Constmetion Contract. The term Claimant also includes any individual or entity that has
rightfully asserted a claim under an applicable mcchanlc's Gen or similar statute against the real property upon which the Project is located. The intent
of this Bond shall be to include without limitation in the terms "labor, materials or equipment" that part of water, gas, power, light, heat, oil, gasoline,
telephone service or rental equipment used in the Construction Contract, architecture] and engineering services required for performance of the work
of the Contractor and the Contractor's subcontractors, and all other items for which a mechanic's lien may be asserted in the jurisdiction where the
labor, materials or equipment were furnished.
§ 16.3 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents
and all changes made to the agreement and the Contract Documents.
$•21491AS 8110
§ 16.4 Owner Default. Failure of the Owner, which has not been remedied at waived, to pay the Contractor as required under the Construction
Contractor to perform and complete or comply with the other material terms orthe Construction Contract.
§ 16.6 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor.
§ 171E this Bond is issued for an agreement between a Contractor and subcontmetor, the term Contractor in this Bond shall be deemed to be
Subcontractor and the team Owner shall be deemed to be Contractor.
§ 16 Modifications to this bond are as follusys:
The provisions and limitations of Section 255.05 Florida Statutes,
including but not limited to the notice and time limitations in
Sections 255.05(2) and 255.05(10), are incorporated in this bond
by reference.
(Space k provided helov for additional signalnres ofadded parries, odor than chose appearing on the cover page.)
CONTRACTOR AS PRINCIPAL SURETY
Company: (Corpomre San/) Company: (Corporate Seal)
International General Gontractors, Inc. Fidelity & Deposit Company of Maryland
Signature: l_ Signature: .. ,
lfamennd'lille: Joseph Milton — VPT' "am "Title:CharlesJ.Nielson,Atty. -In -Fact
Address 3211 Ponce de Leon boulevard, 301 Address
Coral Gables, FT. 33134
Sst<B /AS 6/10
ZURICH AMERICAN INSURANCE COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the ZURICH AMERICAN INSURANCE COMPANY, a corporation created by and existing
under the Imes of the State of New York does hereby nominate, constitute and appoint Charles J. NIELSON, David H. HOOVER and Olga
IGLESIAS, ell of Miami Lakes, Florida, EACH its true and lawful Atiomeys -In -Fact with power and authority hereby conferred to sign,
seal; and execute in its behalf, during the period beginning with the date of issuance of this power, : any a zyI onds and undertakings,
recognizanees or other written obligations in the nature thereof, and to bind ZURICH AMERI �G COMPANY thereby,
and all of the acts of said Attorney[s]-in-Fact pursuant to these presents are hereby ranfie o is f Attorney is made and
executed pursuant to and by the authority of the following By-Law duly ado I rec t e y which By -Law has
not been amended or rescinded. l °
Article VI, Section 5. "...The President or a Vice Pres Qe ^^rM) R '{rl s Flt 2tary or an Assistant Secretary may
appoint any person Anomcy -In -Fact with `1rtt sure t , A 0 1 the Company and other formal underwriting
contracts in reference thereto an er 1 (� entnts eft a t1IIYLai polices and bonds of all kinds and attach the corporate
seal. Any such officers m t 'V °t�t •ers e� ey-In-Fact "
This Power of Attorney is si a al t� n er and by the authority of the following Resolution ad
opud by the Board of
Directors of the ZURICH AS E COMPANY by unanimous consent in lieu of a special meeting dated December 15,
199S RESOLVED, that the signature of the President or a Vice President and the attesting signature of a Secretary or an Assistant"
Secretary and the seal of the Company may be affixed by facsimile on my Power of Attorney pursuant to Article VI, Section 5 of the
By -Laws, and the sienature of a Secretary or an Assistant Secretary and the seal of the Company may be affixed by facsimile to any
certificate of any such power. Any such power or any certificate thereof with such facsimile signature and seal shall be valid and
binding on the Company. Furthermore, such power so executed. scaled and certified by certificate so executed and scaled shall, with
respect to any bond or undertaking to which it is attached, shall continue to be valid and binding on the Company."
IN WITNESS WHEREOF. the ZURICH AMERICAN INSURANCE COMPANY has caused these presents to be executed in its nacre and on
its behalf and its Corporate Seal to be hereunto affixed and attested by its officers thereunto duly authorized, this 13th day of August, A.D.
2009. This power of attorney revokes that issued on behalf of Warren M. ALTER, Mary C. ACEVES, Charles J. NIELSON,
Charles D. NIELSON, dated May 13, 2003.
.G�yy tNSLe''•.,..
e`�P�:'owrogrr p'L
=Fi3 i tmS
ZURICH AMERICAN INSURANCE COMPANY
�'• 1998 l a8= /� ,- �L—.N� / �y�,
"'v °STATE OF MARYLAND 1 ss: By
J
CITY OF BALTh \90RE Eric D. Barnes Secretary Frank E. ,14arriN Jr. Vice Presr errr
On the 13th day of August, A.D. 2009, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, came
the above named Vice President and Secretary of ZURICH AMERICAN INSURANCE COMPANY, to me personally known to be the
individuals and officers described in and who executed the preceding instrument and they each acknowledged the execution of the same and
being by me duly sworn: they severally and each for himself deposed and said that they respectively hold the offices in said Corporation as
indicated, that the Seal affixed to the preceding instrument is the Corporate Seal of said Corporation, and that the said Corporate Seal, and their
respective signature ai such officers, were duly affixed and subscribed to the said instrument pursuant to all due corporate authorization.
IN WITNESS WHEREOF, 1 have hereunto set my hand and affixed my Official Seal the day and year first above.
i"Mil
NotaO; Public A4y Commission Fapires: hrly 8, 2011
This Potter of Attorney limits the acts of those named therein to the bonds and undertaking specifically named therein, and they hive no
authority to bind the Company except in the manner and to the extent herein stated.
CERTIFICATE
I. the undersigned, a Secretary of the ZURICH AMERICAN INSURANCE COMPANY, do hereby certify tbat the foregoing Power of
Attorney is still in full force and effect, and further cert ify that Article VI, Section 5 of the By -Laos of the Company and the Resolution of the
Board of Directors set forth in said Power of Attorney are still in force.
IN TESTIMONY WHEREOF I have hereto subscribed my name and affixed the seal of said Company
the —At day of 00_C 1� :L013
POA -Z ZA 031-0022A
Gregory E. Murray Secretary
Serial Number: KE2009Augustl3ZA _
.�iiui'�(b•.
i"Mil
NotaO; Public A4y Commission Fapires: hrly 8, 2011
This Potter of Attorney limits the acts of those named therein to the bonds and undertaking specifically named therein, and they hive no
authority to bind the Company except in the manner and to the extent herein stated.
CERTIFICATE
I. the undersigned, a Secretary of the ZURICH AMERICAN INSURANCE COMPANY, do hereby certify tbat the foregoing Power of
Attorney is still in full force and effect, and further cert ify that Article VI, Section 5 of the By -Laos of the Company and the Resolution of the
Board of Directors set forth in said Power of Attorney are still in force.
IN TESTIMONY WHEREOF I have hereto subscribed my name and affixed the seal of said Company
the —At day of 00_C 1� :L013
POA -Z ZA 031-0022A
Gregory E. Murray Secretary
Serial Number: KE2009Augustl3ZA _
Power of Attorney
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
KNOW ALL MEN BY THESE PRESENTS: That the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, a
corporation of the State of Maryland, by THEODORE G. MARTINEZ, Vice President, and ERIC D. BARNES, Assistant
Secretary, in pursuance of authority granted by Article VI, Section 2, of the By -Laws of said pf( ny, which are set forth on
the reverse side hereof and are hereby certified to be in full force and effect on the da r bs's�rereby nominate,
constitute and appoint Mary C. ACEVES, Charles J. NIELSON ehaNrj4,t]Irn Miami Lakes,
Florida, EACH its true and lawful agent and Attomey -in -Fa t , s�a�ap I v and on its behalf as
surety, and as its act and deed: any and all bonds o c tt }o uch bonds or undertakings in
pursuance of these presents, shall be as b' +g� om iply, to all intents and purposes, as if they
had been duly executed and aCkQgcy�Nite re I officers of the Company at its office in Baltimore, Md., in
their own proper pepe p f o issued on behalf of Warren M. ALTER Mary C. ACEVES,
Charles J. NIELSON h s pril 22, 2008.
The said Assistant ce� certify that the extract set forth on the reverse side hereof is a true copy of Article VI,
Section 2, of the By- s sand Company, and is now in force.
IN WITNESS WHEREOF, the said Vice - President and Assistant Secretary have hereunto subscribed their names and
affixed the Corporate Seal of the said FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this 14th day of March,
A.D. 2011.
ATTEST:
'�a orvos,.
��4 r
e t
i tip �
State of Maryland 1 ss:
Ci q of Baltimore f
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
f" 'I), 4.1 �
Eric D. Barnes Assistant Secretary
;rte, Sri / 'r I/
By:
77teodore G. Martina
On this 14th day of March, A.D. 2011, before the subscriber, a Notary Public of the State of Maryland, duly
commissioned and qualified, carne THEODORE G. MARTINEZ, Vice President, and ERIC D. BARNES, Assistant
Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, to me personally (mown to be the individuals
and officers described in and who executed the preceding instrument, and they each acknowledged the execution of the same,
and being by the duly sworn, severally and each for himself deposeth and saith, that they are the said officers of the Company
aforesaid, and that the seal affixed to the preceding instrument is the Corporate Seal of said Company, and that the said
Corporate Seal and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority
and direction of the said Corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above
written.
omJII% �O♦'t
POA -F 031 -0022A
Maria D. Adantski
My Commission Expires:
Notary Public
OR E311, 2B982 PG 3980
LAST PAGE
EXTRACT FROM BY -LAWS OF FIDELITY AND DEPOSIT COMPANY OF MARYLAND
"Article VI, Section 2. The Chairman of the Board, or the President, or any Executive Vice- President, or any of the Senior
Vice - Presidents or Vice - Presidents specially authorized so to do by the Board of Directors or by the Executive Committee,
shall have power, by and with the concurrence of the Secretary or any one of the Assistant Secretaries, to appoint Resident
Vice- Presidents, Assistant Vice - Presidents and Attomeys -in -Fact as the business of the Company may require, or to
authorize any person of persons to execute on behalf of the Company any bonds, undertaking, recognizances, stipulations,
policies, contracts, agreements, deeds, and releases and assignments of judgements, decrees, mortgages and instruments in
the nature of mortgages,...and to affix the seal of the Company thereto."
CERTIFICATE
I, the undersigned, Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify
that the foregoing Power of Attorney is still in full force and effect on the date of this certificate; and I do further certify that
the Vice - President who executed the said Power of Attorney was one of the additional Vice - Presidents specially authorized
by the Board of Directors to appoint any Attomey -in -Fact as provided in Article VI, Section 2, of the By -Laws of the
FIDELITY AND DEPOSIT COMPANY OF MARYLAND.
This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the
Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a meeting duty called and held on
the I Oth day of May, 1990.
RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically
reproduced signature of any Vice - President, Secretary, or Assistant Secretary of the Company, whether made heretofore or
hereafter, wherever appearing upon a certified copy of any power of attorney issued by the Company, shall be valid and
binding upon the Company with the same force and effect as though manually affixed."
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seal of the said Company,
`fii
thisdayof 0.EL2�baR — . Z.O/
STATE OF FLORIDA, COUNT OF
� rry r DAD E
'HEREBY CERTIFY t hat this s a nee copy of rho
Is an day
of rJMd V '4�� --
AD 2a
N/THESS my hand and Official Seal.
iARVEY RqN, CLERK, oir,- anryp Coyer Courts
3Y nd /LLA.V�GiA Lctbb`YO O.C.
,44e 3 At
Assistant Secretary