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HomeMy WebLinkAboutReso 2026-3978RESOLUTION NO. 2026 - A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING A FIRST AMENDMENT TO THE AGREEMENT WITH WAYPOINT CONTRACTING, INC. TO PROVIDE CONSTRUCTION RENOVATION SERVICES FOR THE ANNEX BUILDING LOCATED AT 18050 COLLINS AVENUE, IN AN AMOUNT NOT TO EXCEED TWO HUNDRED NINETY-NINE THOUSAND ONE HUNDRED EIGHT DOLLARS AND SEVENTY-EIGHT NO CENTS ($299,107.78), ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE MAYOR TO EXECUTE SAID AMENDMENT; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on April 17, 2025, via Resolution No. 2025-3823, the City Commission of the City of Sunny Isles Beach (the "City") awarded Invitation to Bid No. 20-01-01 to, and approved an Agreement with Waypoint Contracting, Inc. (the "Contractor") to provide construction renovation services for the city -owned building located at 18050 Collins Avenue (the "Project"), in an amount not to exceed $4,020,365.00, which included a contingency, if necessary, in the amount of $300,000.00; and WHEREAS, the Agreement required final completion within 240 calendar days from the date of issuance of a Notice to Proceed ("NTP"); and WHEREAS, due to various construction and design related circumstances the Project has been delayed; and WHEREAS, the Contractor has requested an extension for final completion of an. additional 156 days, from the issuance of the NTP, to August 23, 2026 ("Time Extension"); and WHEREAS, due to multiple field -initiated change orders, additional contingency funds are required to obtain Project completion ("Additional Contingency"); and WHEREAS, the City Commission wishes to approve a First Amendment to the Agreement with the Contractor approving the Time Extension and Additional Contingency, in an amount not to exceed Two Hundred Ninety -Nine Thousand One Hundred Eight Dollars and Seventy - Eight No Cents ($299,108.78), attached hereto as Exhibit "A". NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approval of First Amendment. The City Commission hereby approves a First Amendment to the Agreement with the Contractor approving the Time Extension and Additional Contingency, in an amount not to exceed Two Hundred Ninety -Nine Thousand One Hundred Eight Dollars and Seventy -Eight No Cents ($299,108.78), attached hereto as Exhibit „A„ @BCL@B4163E4F Page 1 of 2 902 Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said Amendment. Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate this Resolution. Section 4. Effective Date. This Resolution will become effective upon adoption. PASSED AND ADOPTED this 191h day of Februarys 026. ATTEST: Mauri Larisa3vechin, Mayor APPROVED AS TO FORM AND LEGAL SUFFICIENCY: AI in E. Boileau for Nabors, Giblin & Nickerson, P.A., City Attorney Moved by-lLg' 1SW4& Seconcled by&WIC L-Av i Vote: Mayor Svechin (Yes) (No) Vice Mayor Viscarra (Yes) (No) Commissioner Joseph Yes) Commissioner Lama V Yes) o) Commissioner Stuyvesant (Yes) 7(No) @BCL@B4163E4F Page 2 of 2 903 � SUNNY SFB t � x FIRST AMENDMENT TO THE CONSTRUCTION CONTRACT Fr FL o BETWEEN THE CITY OF SUNNY ISLES BEACH AND ap sUN N WAYPOINT CONTRACTING, INC. CONTRACT NO.2025-9051 THIS FIRST AMENDMENT TO THE CONSTRUCTION CONTRACT between the CITY OF SUNNY ISLES BEACH, Florida ("City") and WAYPOINT CONTRACTING, INC. whose Federal Employer Identification (FEI) No. is 81-4602789 ("Contractor"), executed this t " day of February 2026, is made a part of the original Construction Contract between the City and Contractor, dated April 22, 2025, attached hereto as Exhibit "1" and incorporated herein by reference ("Contract"). The City and Contractor hereby agree as follows: 1. CONTRACT TIME. City and Contractor wish to amend Section 3.1.1 of the Contract, as follows: The City shall notify the Contractor in writing of the date on which the Work shall begin ("the Notice to Proceed Date"). The Contractor shall commence site activities on the Notice to Proceed Date, and the Work shall be carried on regularly and without interruption. The Contractor shall achieve Substantial Completion of the Work no later than Two July 17, 2026. The number of calendar days from the Notice to Proceed Date, through the date set forth for Substantial Completion, shall constitute the "Contract Time." The Contractor shall furthermore achieve Final Completion of the Work no later than '''hiFty Days after the date of Substantial C tion.August 23, 2026. 2. CONTRACT PRICE. City and Contractor wish to amend Section 4.1.1 of the Contract, as follows: The City shall pay, and the Contractor shall accept, as full and complete payment for all of the Work required herein, the fixed sum of Three Million Seven Hundred Twenty Thousand Three Hundred Sixty -Five Dollars and No Cents ($3,720,365.00), plus wee Five Hundred Ninety -Nine Thousand One Hundred Eight Dollars and Ne Seventy -Eight Cents ($300,000.00 $599,108.78) for contingency, if necessary, resulting in a total not - to -exceed amount of Four Million Tweaty Three Hundred Nineteen Thousand qlb-,ee Four Hundred wive Seventy -Three Dollars and Ne Seventy -Eight Cents ( . $4,319,473,78). The sum set forth in this Paragraph 4.1.1 shall constitute the Contract Price which shall not be modified except by Change Order as provided in this Contract. 3. OTHER PROVISIONS REMAIN IN EFFECT. Except as specifically modified herein, all terms and conditions of the original Contract shall remain in full force and effect. 4. CONFLICTING PROVISIONS. The terms, statements, requirements, or provisions contained in this First Amendment shall prevail and be given superior effect and priority over any conflicting or inconsistent terms, statements, requirements or provisions contained in any other document or attachment, including but not limited to Exhibit "1." IN WITNESS WHEREOF, the parties hereto have executed this document as of the date mentioned above. WAYPOINT CONTRACTING, INC. — FIRST AMENDMENT Page 1 of 3 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax WAYPOINT CONTRACTING, INC. LUM STATE OF FLORIDA: COUNTY OF MIAMI-DADE: The foregoing instrument was acknowledged before me by means of b'physical presence or ❑ online notarization, this 4--3-- day of February, 2026, by Jorge Lopez, as President of Waypoint Contracting, Inc. (SEAL) Notary Public, State of Florida (Signature of Notary Public)_ -, Public) Personally Known L-' or ProduGecQdentification _ Type of Identification Produced:i ATTEST: CITY OF BY: BY: icio Betancur, CMC, City Clerk Department Head YESID LEONARDO GIIATAME LOPE; Notary Public - State of Florida commission k HH 334761 My comm. Expires Nov 21, 2026 Larisa Svechin, Mayor APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY: a 64'/w" rain E. Boi eau, for Nabors, Giblin & Nickerson, P.A., City Attorney WAYPOINT CONTRACTING, INC. — FIRST AMENDMENT Page 2 of 3 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax EXHIBIT 1 WAYPOINT CONTRACTING, INC. — FIRST AMENDMENT Page 3 of 3 oe SVµnt r,P + CONSTRUCTION CONTRACT BETWEEN THE CITY OF SUNNY ISLES BEACH AND WAYPOINT CONTRACTING INC. CONTRACT NO.2025-90S1 THIS CONTRACT is made and entered into this ZZND day ofMalreh. 2025. by and between CITY OF SUNNY ISLES BEACH, a municipal corporation of the State of Florida, whose address is 18070 Collins Avenue sunny Isles Beach, Florida 33160 (hereinafter referred to as "the City") and WAYPOINT CONTRACTING, INC., a Florida Corporation, whose Federal Employer Identification (FEI) No. is 81-4602789 (hereinafter referred to as the "Contractor"). The City and the Contractor hereby agree as follows: WHEREAS, the City is in need of a Contractor to renovate an existing City building, located at 18050 Collins Avenue, to become the new offices of the City Building Department along with a commercial space to lease as a new cafe/restaurant, as more particularly described in Invitation to Bid (ITB) No. 25-01-01, entitled "City Annex Building Construction Renovations," issued on January 24, 2025, which is attached hereto as Exhibit "A," and incorporated herein by reference and made a part hereof (hereinafter referred to as the "Project" or the "Work"); and WHEREAS, upon evaluation, Contractor was determined to have submitted the lowest responsible and responsive bid; and WHEREAS, Contractor is qualified, willing and able to provide and complete the Work subject to the terms and conditions contained herein; and WHEREAS, the City wishes to contract with Contractor to provide and complete the Work for Three Million Seven Hundred Twenty Thousand Three Hundred Sixty -Five Dollars and No Cents ($3,720,365.00), plus Three Hundred Thousand Dollars and No Cents ($300,000.00) for contingency, if necessary, resulting in a total not -to -exceed amount of Four Million Twenty Thousand Three Hundred Sixty -Five Dollars and No Cents ($4,020,365.00); NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the Parties agree as follows: ARTICLE I THE CONTRACT AND THE CONTRACT DOCUMENTS 1.1 The Contract 1.1.1. The Contract between the City and the Contractor, of which this Contract is a part, consists of the Contract Documents. It shall be effective on the date this Contract is executed by the last party to execute it. Page 1 of 42 351 1.2 The Contract Documents 1.2.1. The Contract Documents consist of this Contract, ITB No. 25-01-01, the Specifications, the Drawings, the Addenda, all Change Orders and Field Orders issued hereinafter, any exhibits thereto, any other amendments hereto executed by the parties hereafter, all of which are specifically incorporated herein and made a part hereof. Documents not enumerated in this Paragraph 1.2 or Paragraph 1.3 are not Contract Documents and do not form part of this Contract. 1.3 Entire Aereement 1.3.1. Subject to Section 1.2.1, this Contract, together with the Contractor's bond for the Project, constitute the entire and exclusive agreement between the City and the Contractor with reference to the Project. Specifically, but without limitation, this Contract supersedes all prior written or oral communications, representations, and negotiations, if any, between the City and the Contractor. 1.4 No Privity with Others 1.4.1. Nothing contained in this Contract shall create, or be interpreted to create, privity or any other contractual agreement between the City and any person or entity other than the Contractor. 1.5 Intent and Interpretation 1.5.1. The intent of this Contract is to require complete, correct, and timely execution of the Work. Any Work that may be required, implied, or inferred by the Contract Documents, or any one or more of them, as necessary to produce the intended result shall be provided by the Contractor for the Contract Price. 1.5.2. This Contract is intended to be an integral whole and shall be interpreted as internally consistent. What is required by any one Contract Document shall be considered as required by the Contract. 1.5.3. When a word, term, or phrase is used in this Contract, it shall be interpreted or construed, first, as defined herein; second, if not defined, according to its generally accepted meaning in the construction industry; and third, if there is no generally accepted meaning in the construction industry, according to its common and customary usage. 1.5.4. The words "include", "includes", or "including", as used in this Contract, shall be deemed to be followed by the phrase, "without limitation". 1.5.5. The specification herein of any act, failure, refusal, omission, event, occurrence or condition as constituting a material breach of this Contract shall not imply that any other, non - Page 2 of 42 352 specified act, failure, refusal, omission, event, occurrence or condition shall be deemed not to constitute a material breach of this Contract. 1.5.6. Words or terms used as nouns in this Contract shall be inclusive of their singular and plural forms, unless the context of their usage clearly requires a contrary meaning. 1.5.7. The Contractor shall have a continuing duty to read, carefully study and compare each of the Contract Documents, the Shop Drawings and the Product Data and shall give written notice to the City of any inconsistency, ambiguity, error, or omission which the Contractor may discover with respect to these documents before proceeding with the affected Work. The issuance, or the express or implied approval by the City or the Engineer/ Architect of the Contract Documents, Shop Drawings or Product Data shall not relieve the Contractor of the continuing duties imposed hereby, nor shall any such approval be evidence of the Contractor's compliance with this Contract. The City has requested the Engineer / Architect to only prepare documents for the Project, including the Drawings and Specifications for the Project, which are accurate, adequate, consistent, coordinated, and sufficient for construction. HOWEVER, THE CITY MAKES NO REPRESENTATION OR WARRANTY OF ANY NATURE WHATSOEVER TO THE CONTRACTOR CONCERNING SUCH DOCUMENTS. By the execution hereof, the Contractor acknowledges and represents that it has received, reviewed and carefully examined such documents, has found them to be complete, accurate, adequate, consistent, coordinated and sufficient for construction, and that the Contractor has not, does not, and will not rely upon any representation or warranties by the City concerning such documents as no such representation or warranties have been or are hereby made. The Contractor further acknowledges and represents that it has made a thorough and careful examination and inspection of existing conditions on the Project site, both surface and subsurface, and the Contractor expressly acknowledges and agrees that it shall make no claim for additional compensation due to existing site conditions including, but not limited to, rock, surface and subsurface water, existing structures, and deficient soil, provided said conditions could be determined or ascertained from a thorough and careful examination and inspection of the site. 1.5.8. Neither the organization of any of the Contract Documents into divisions, sections, paragraphs, articles, (or other categories), nor the organization or arrangement of the Design, shall control the Contractor in dividing the Work or in establishing the extent or scope of the Work to be performed by Subcontractors. 1.5.9. Whenever the word "days" is used, it shall mean calendar days and not working/business days unless otherwise specified. 1.5.10. Contractor shall comply with Section 255.04, Florida Statutes, in selecting subcontractors, materials and suppliers. 1.6 Ownership of Contract Documents 1.6.1. The Contract Documents, and each of them, shall remain the property of the City unless the City has agreed otherwise with the Engineer / Architect. The Contractor shall have the right to keep one record set of the Contract Documents upon completion of the Project, provided however, that in no event shall Contractor use, or permit to be used, any or all of such Contract Documents on other projects without the City's prior written authorization. Page 3 of 42 353 1.7 Public Records Law 1.7.1. The Contractor shall comply with all applicable requirements contained in the Florida Public Records Law (Chapter 119, Florida Statutes), including but not limited to any applicable provisions in Section 119.0701, Florida Statutes. To the extent that the Contractor and this Contract are subject to the requirements in Section 119.0701, Florida Statutes, the Contractor shall: (a) keep and maintain public records required by the City to perform the services provided hereunder; (b) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow public records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; (c) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law for the duration of the term of this Contract and following completion of this Contract if the Contractor does not transfer the records to the City; and (d) upon completion of the Contract, transfer, at no cost, to the City all public records in the possession of the Contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the Contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. If the Contractor fails to comply with the requirements in this Section, the City may enforce these provisions in accordance with the terms of this Agreement. If the Contractor fails to provide the public records to the City within a reasonable time, it may be subject to penalties under Section 119.10, Florida Statutes. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, THE CONTRACTOR SHOULD CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS: THE CITY CLERK, MAURICIO BETANCUR, BY TELEPHONE (305/792-1703), E-MAIL (MBETANCUR@SIBFL.NET), OR MAIL (CITY OF SUNNY ISLES BEACH, OFFICE OF THE CITY CLERK, 18070 COLLINS AVENUE, SUNNY ISLES BEACH, FLORIDA 33160). 1.8 Compliance with Laws 1.8.1. Contractor and the Services must comply with all applicable federal, state, and local laws, codes, ordinances, rules, and regulations including, without limitation, American with Disabilities Act (ADA), 42 U.S.C. S 12101, Section 504 of the Rehabilitation Act of 1973, and any related federal, state, or local laws, rules, and regulations. Page 4 of 42 354 1.8.2 ADA Compliance Upon request, Contractor will provide the City with any accessibility testing results and written documentation verifying accessibility for documents delivered by the Contractor to the City, as well as promptly respond to and resolve accessibility complaints. 1.9 Electronic Recordkeeping 1.9.1. Contractor certifies its services and products meet all recordkeeping requirements of the State of Florida, including but not limited to those in Chapter 119, Florida Statutes and Rule 1B-26.003(5)(g), Florida Administrative Code. ARTICLE 11 THE WORK 2.1. The term "Work" shall mean whatever is done by or required of the Contractor to perform and complete its duties under this Contract, including the following: construction of the whole or a designated part of the Project; furnishing of any required surety bonds and insurance; and the provision or furnishing . of labor, administration, management, supervision, testing, services, materials, supplies, equipment, fixtures, appliances, facilities, tools, transportation, storage, power, permits and licenses required of the Contractor, fuel, heat, light, cooling and all other utilities as required by this Contract. The Work to be performed by the Contractor is generally described as follows: The Work to be performed under this Contract includes but is not limited to the renovation of an existing City building; located at 18050 Collins Avenue with a buildine area of approximateiy 9100 sf, to -become the new offices of the City Building Department along with a commercial space to lease as a new caf6/restaurant. 2.2. The Contractor shall perform all of the Work required and implied in, or reasonably inferable from, this Contract. The Contractor agrees to comply with the City of Sunny Isles Beach permitting requirements, including all licensing requirements associated with the Building Department. 2.3. Unless expressly permitted or allowed by the Contract Documents, substitutions of materials, articles, systems, equipment, or other components of the Work will not be considered. Where substitutions are expressly permitted or allowed by the Contract Documents, the Contractor must demonstrate to both the Engineer / Architect and the City that a proposed substitution is equal in substance, quality and function to the material, article, or piece of equipment identified in the Contract Documents, The City shall have no obligation to accept a proposed substitution, and no substitution shall be allowed without the prior written approval from both the Engineer / Architect and the City. If the substitution results in a savings to the Contractor, the City shall be entitled to a credit forthe amount saved as a result of the substitution. Page 5 of 42 355 ARTICLE III CONTRACT TIME 3.1 Time and Liquidated Damages 3.1.1. The City shall notify the Contractor in writing of the date on which the Work shall begin ("the Notice to Proceed Date"). The Contractor shall commence site activities on the Notice to Proceed Date, and the Work shall be carried on regularly and without interruption. The Contractor shall achieve Substantial Completion of the Work no later than Two Hundred Ten (2101 calendar days after the Notice to Proceed Date The number of calendar days from the Notice to Proceed Date, through the date set forth for Substantial Completion, shall constitute the "Contract Time." The Contractor shall furthermore achieve Final Completion of the Work no later than Thirty (30) Days after the date of Substantial Completion. 3.1.2. The Contractor shall pay the City the sum of One Thousand Dollars I$1000 00) per day for each and every calendar day of unexcused delay in achieving Substantial Completion beyond the date set forth herein for Final Completion of the Work. Any sums due and payable hereunder by the Contractor shall be payable, not as a penalty, but as liquidated damages representing an estimate of delay damages likely to be sustained by the City, estimated at or before the time of executing this Contract. When the City reasonably believes that Final Completion will be inexcusably delayed, the City shall be entitled, but not required, to withhold from any amounts otherwise due the Contractor an amount then believed by the City to be adequate to recover liquidated damages applicable to such delays. 3.2. Notice to Proceed Date 3.2.1. Upon approval of the Contract for Construction by the City, the City Manager shall issue a "Notice to Proceed" in which the "Notice to Proceed Date" is established as set forth in paragraph 3.1.1. 3.2.2. Once the Notice to Proceed Date has been established, the Contractor shall be responsible for the timely and successful completion of the Work and shall endeavor to provide all applicable agencies having jurisdiction with all the required documentation needed to successfully and timely continue the progress of the Work. This may include, but is not limited to providing all necessary documentation in the form of shop drawings, clarifications, calculations, technical data, protocols, product approvals, etc. 3.2.3. Under no circumstances will the City accept claims or be responsible for delays arising from failed, unsuccessful, untimely, or late inspections or rejections of inspected Work due to the fault of the Contractor for not supplying all of the necessary documentation in the forms required or requested by the Building Official. 3.3 Substantial Completion 3.3.1. "Substantial Completion" shall mean that stage in the progression of the Workwhen the Work is sufficiently complete in accordance with this Contract that the City can enjoy beneficial Page 6 of 42 356 use or occupancy of the Work and can utilize the Work for its intended purpose. A condition precedent for the achievement of Substantial Completion is the receipt by the City of any and all Certificates of Occupancy or other authorizations required for occupancy by any governmental or regulatory authority. 3.4 Time is of the Essence 3.4.1. All limitations of time set forth in the Contract Documents are of the essence of this Contract. ARTICLE IV CONTRACT PRICE 4.1 The Contract Price 4.1.1. The City shall pay, and the Contractor shall accept, as full and complete payment for all of the Work required herein, the fixed sum of Three Million Seven Hundred Twenty Thousand Three Hundred Sixty -Five Dollars and No Cents ($3,720,365.00), plus Three Hundred Thousand Dollars and No Cents ($300,000.00) for contingency, if necessary, resulting in a total not -to - exceed amount of Four Million Twenty Thousand Three Hundred Sixty -Five Dollars and No Cents ($4,020,365.00). The sum set forth in this Paragraph 4.1.1 shall constitute the Contract Price which shall not be modified except by Change Order as provided in this Contract. 4.2 Unit Prices 42.1. In the event all, or any portion of, the Contract Price is to be determined by the application of unit prices, the following terms and conditions are applicable and controlling: (a) Payment to the Contractor shall be determined by the actual number of units incorporated in, or made necessary, by the Work; (b) Payment to the Contractor shall be made at the Contract Unit Prices applicable to each integral part of the Contract. The Contract Unit Prices shall be full compensation for all costs associated with completion of all unit price work in full conformity with the requirements of the Contract Documents; (c) Where the quantity of Work with respect to any item that is covered by a Contract Unit Price is increased or decreased by more than twenty percent (20%) from the quantity of such Work indicated or estimated in the Contract Documents, an appropriate Change Order shall be issued to adjust the Contract Unit Price, if warranted and justified, and if fully supported by documentation submitted to the City and the Engineer / Architect and if a timely claim is made for same in accordance with the terms and provisions of this Contract. Page 7 of 42 357 ARTICLE V PAYMENT OF THE CONTRACT PRICE 5.1 Schedule of Values 5.1.1. Within ten (10) calendar days of the effective date hereof, the Contractor shall submit to the City and to the Engineer/ Architect a Schedule of Values allocating the Contract Price to the various portions of the Work. The Contractor's Schedule of Values shall be prepared in such form, with such detail, and supported by such data as the Engineer / Architect or the City may require to substantiate its accuracy. The Contractor shall not imbalance its Schedule of Values nor artificially inflate any element thereof. Any violation of this provision by the Contractor shall constitute a material breach of this Contract. The Schedule of Values shall be used only as a basis for the Contractor's Applications for Payment and shall only constitute such basis after it has been acknowledged in writing by the Engineer / Architect and the City. 5.2 Payment Procedure 5.2.1. The City shall pay the Contract Price to the Contractor as provided below. 5.2.2. Progress payments shall be considered based upon the Contractor's Applications for Payment submitted to the Project Manager and upon Certificates for Payment subsequently issued to the City by the Project Manager. The City shall make progress payments to the Contractor on account of the Contract Price subject to the terms and conditions of the Contract, and in accordance with Florida's Prompt Payment Act. Each invoice or payment application must be accompanied by all supporting documentation and other information reasonably requested by City, including, but not limited to a Partial Release of Lien or Final Release of Lien as appropriate in the forms set forth in Chapter 713.20, Florida Statutes. Reference herein to Chapter 713, Florida Statutes is for convenience, and shall not be construed as a waiver of sovereign immunity or authority for imposition of liens against public property. Each progress payment shall be reduced by five percent (5%) retainage. Subject to other requirements of the Contract Documents, retainage shall be released after final completion of the Work and City's receipt of acceptable reports and other documentation including certification of payment to subcontractors, if any, and a Final Release of Lien in the form set forth in Section 713.20, Florida Statutes. Invoices must reference the contract number assigned hereto. 5.3 Withheld Pavment 5.3.1. The City may decline to make payment, may withhold funds, and, if necessary, may demand the return of some or all of the amounts previously paid to the Contractor, to protect the City from loss because of: (a) defective Work not remedied by the Contractor nor, in the opinion of the City, likely to be remedied by the Contractor; Page 8 of 42 358 (b) claims of third parties against the City or the City's property, unless the surety provides the City a written consent regarding the payment(s) in question; (c) failure by the Contractor to pay Subcontractors or others in a prompt and proper fashion. The City may ask the surety for a written consent regarding the payment(s) in question. However, notwithstanding the foregoing, and provisions of Section 255.OS (11), Florida Statutes, the parties hereby agree that the City may condition its payment to the Contractor on the production of a release, waiver, or like documentation from a Subcontractor or others demonstrating that the Subcontractor or others do not have an outstanding claim for payments due on labor, services or materials furnished under the Contract. In the event the City requires such documentation, the provisions of the Local Government Prompt Payment Act (Sections 218.70 through 218.79) shall be suspended until such time as the City obtains the requested documentation; (d) evidence that the balance of the Work cannot be completed in accordance with the Contract for the unpaid balance of the Contract price; (e) evidence that the Work will not be completed in the time required for substantial or final completion; (f) persistent failure to carry out the Work in accordance with the Contract; (g) damage to the City or a third party to whom the City is, or may be, liable. In the event that the City makes written demand upon the Contractor for amounts previously paid by the City as contemplated in this Subparagraph 5.3.1, the Contractor shall comply with such demand within ten (10) days of receipt of same. 5.4 Unexcused Failure to Pay 5.4.1. If within twenty-five (25) days after the date established herein for payment to the Contractor by the City, the City, without cause or basis hereunder, fails to pay the Contractor any amount then due and payable to the Contractor, then the Contractor may after ten (10) additional days' written notice to the City and the Engineer / Architect and without prejudice to any other available rights or remedies it may have, stop the Work until payment of those amounts due from the City have been received. Any payment not made within twenty-five (25) days after the date due shall bear interest at the City's investment earnings rate from the Florida State Board of Administration. 5.5 Substantial Completion 5.5.1. When the Contractor believes the Work is substantially complete, the Contractor shall submit to the Engineer / Architect a list of items to be completed or corrected; the Engineer Page 9 of 42 359 / Architect or the City may supplement such list in the event the Contractor has omitted any incomplete or defective work. When the Engineer / Architect, on the basis of an inspection, and after consultation with the City, determines the Work is in fact substantially complete, it will prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall state the responsibilities of the City and the Contractor for Project security, maintenance, heat, utilities, damage to the Work, and insurance, and shall fix the time within which the Contractor shall complete the items listed therein. Guarantees required by the Contract shall commence on the date of Substantial Completion of the Work. The Certificate of Substantial Completion shall be submitted to the City and the Contractor for their written acceptance of the responsibilities assigned to them in such certificate. 5.5.2. If required training, manuals, and equipment materials have not been provided, the City will hold $5,000.00 plus 300%as stated in Section 5.5.1. 5.6 Comoletion and Final Pavment 5.6.1. When all of the Work is finally complete and the Contractor is ready fora final inspection, it shall notify the City and the Engineer / Architect thereof in writing. Thereupon, the Engineer / Architect will make final inspection of the Work and, if the Work is complete in full accordance with this Contract and this Contract has been fully performed, the Engineer / Architect will promptly issue a final Certificate for Payment certifying to the City that the Project is complete and the Contractor is entitled to the remainder of the unpaid Contract Price, less any amount withheld pursuant to this Contract. If the Engineer / Architect is unable to issue its final Certificate for Payment and is required to repeat its final inspection of the Work, the Contractor shall bear the cost of such repeat final inspection(s) which cost may be deducted by the City from the Contractor's final payment. 5.6.1.1. If the Contractor fails to achieve Final Completion within the time set forth in Paragraph 3.1.1 hereinabove, the Contractor shall pay the City the amount of liquidated damages set forth in paragraph 3.1.2 per day for each and every calendar day of unexcused delay in achieving final completion beyond the date set forth herein for final completion of the Work. Any sums due and payable hereunder by the Contractor shall be payable, not as a penalty, but as liquidated damages representing an estimate of delay damages likely to be sustained by the City, estimated at or before the time of executing this Contract. When the City reasonably believes that final completion will be inexcusably delayed, the City shall be entitled, but not required, to withhold from any amounts otherwise due the Contractor an amount then believed by the City to be adequate to recover liquidated damages applicable to such delays. 5.6.2. As a condition precedent to final payment to the Contractor, the Contractor shall deliver to the City the following documents in a form acceptable to the City: a final receipt and release of the City; the Contractor's affidavit that all payrolls, invoices for materials and equipment, and other liabilities connected with the Work for which the City, or the City's property might be responsible, have been fully paid or otherwise satisfied; releases and waivers of lien from all Subcontractors of the Contractor and of any and all other parties required by the Engineer / Architect or the City; consent of surety to final payment; a duly executed assignment of any and all warranties required by the Contract Documents; any and all operating manuals required, by the Contract Documents; certification that all personal instruction or training required by the Contract Page 10 of 42 360 Documents for the operation of any Project systems has been completed; any and all manuals relating to Project materials or Project maintenance; executed change orders relating to any and all changes in the Work; and all as -built drawings required by the Contract Documents. If any third party fails or refuses to provide a release of claim or waiver of lien as required by the City, the Contractor shall furnish a bond satisfactory to the City to discharge any such lien or indemnify the City from liability. 5.6.3. As a further condition precedent to final payment, the Contractor shall furnish to the City a complete and comprehensive set of as -built drawings;,said as -built drawings are to be submitted in hard copy and in electronic format, and the City and the Contractor agree and acknowledge that the Contract Price includes all cost and expense associated with the production of said as -built drawings. 5.6.4. The City shall make final payment of all sums due the Contractor within thirty (30) days of the Engineer / Architect's execution of a final Certificate for Payment. 5.6.5. Acceptance of final payment shall constitute a waiver of all claims against the City by the Contractor except for those claims previously made in writing against the City by the Contractor, pending at the time of final payment, and identified in writing by the Contractor as unsettled at the time of its request for final payment. ARTICLE VI THE CITY 6.1 Information, Services and Items Required from Cit 6.1.1. The City. The City of Sunny Isles Beach, as represented by the City Commission and its designees, which is the owner of this Project. 6.1.2. The Building Department. The Building Department is the City's Department responsible for assuring compliance with applicable regulations and the Florida Building Code as required. The Building Department is responsible for issuing permits, reviews, inspections, Certificates of Completion and Certificates of Occupancy and any other actions as described to be the responsibility of the Building Official under the Florida Building Code. The Building Department is also responsible for the enforcement of other state, federal, and county regulations which may fall under the jurisdiction of the Building Official. The Building Department is responsible for the enforcement of the City's Ordinances affecting the site, drainage, zoning, water, sewer, irrigation and distribution lines and coverage, paving, traffic and landscaping. 6.1.3. The City shall furnish to the Contractor, prior to execution of this Contract, any and all written and tangible material in its possession concerning conditions below ground at the site of the Project. Such written and tangible material is furnished to the Contractor only in order to make complete disclosure of such material and for no other purpose. By furnishing such material, the City does not represent, warrant, or guarantee its accuracy either in whole, in part, implicitly or explicitly, or at all, and shall have no liability therefore. The City shall Page 11 of 42 361 also furnish surveys, legal limitations and utility locations (if known), and a legal description, if available, of the Project site. 6.1.4. The Contractor is responsible for compliance with, and shall secure at its expense, all municipal review; construction, and inspection permits, provided, however, all City of Sunny Isles Beach review, construction, and inspection fees will be waived save and except fees for inspection. 6.2 Riaht to Stoo Work 6.2.1. If the Contractor persistently fails or refuses to perform the Work in accordance with this Contract, the City shall have the right, but not an obligation, to order the Contractor to stop the Work, or any described portion thereof, until the cause for stoppage has been corrected, no longer exists, or the City orders that Work be resumed. In such event, the Contractor shall immediately obey such order. A stop work directive provided under this paragraph shall not entitle the Contractor to an extension of the completion date. 6.3 City's Right to Perform Work 6.3.1. if the Contractor's Work is stopped by the City under Paragraph 6.2, or if the Contractor persistently fails or refuses to perform the Work in accordance with this Contract, and the Contractor fails within three (3) days of such stoppage, failure, or refusal, to provide adequate assurance to the City that the cause of such stoppage will be eliminated or corrected, then the City may, without prejudice to any other rights or remedies the City may have against the Contractor, proceed to carry out the subject Work. in such a situation, an appropriate Change Order shall be issued deducting from the Contract Price the cost of correcting the subject deficiencies, plus compensation for the Engineer/ Architect's additional services and expenses necessitated thereby, if any. If the unpaid portion of the Contract Price is insufficient to cover the amount due the City, the Contractor shall pay the difference to the City. 6.4 Inspections 6.4.1. No inspector shall have authority to waive any requirements of the Contract Documents. Any failure or omission on the part of any inspector, the Engineer / Architect or any agent of the City, to condemn any defective work or material shall not release the Contractor from its obligations to install the Work free from faults and defects and to promptly remove and repair any defective or deficient work. The Contractor hereby acknowledges and agrees that no inspector shall have authority to: (a) Authorize any deviation from the Contract Documents or approve any substitute materials or equipment; (b) Undertake any of the responsibilities of the Contractor, subcontractors or Contractor's superintendent; (c) Expedite the Work for the Contractor; Page 12 of 42 362 (d) Advise on or issue directions relative to any aspect of the means, methods, techniques, sequences or procedures of construction unless such is specifically called for in the Contract Documents; (e) Advise on or issue directions as to safety precautions and programs in connection with the Work. Provided however, this shall not preclude the City inspector from notifying the Contractor of any hazardous or dangerous condition; (f) Participate in specialized field or laboratory tests 6.5 Hours of Construction 6.5.1. The Contractor shall minimize the impact of the Project on the general public ensuring that all service interruptions are kept to a minimum and providing temporary services, structures, and facilities as required. The existing service to the residents and businesses may not be interrupted for more than 4 hours without written permission from the City. The Contractor shall perform work between the hours 7:00 AM and 7:00 PM Monday through Thursday and 7:00 AM — 5:00 PM on Fridays; and weekends with permission or as restricted by the local jurisdiction. Work outside these hours or on weekends and holidays is prohibited without permission from the City. 6.6 Coordination and Scheduling of Work 6.6.1. The Contractor shall cooperate with the City and any separate contractors retained by the City, and the Contractor shall carefully coordinate and schedule the Work as may be required to accommodate without delay or interference the Work of the City or any of its separate contractors. 6.7 Contractor Responsible for Delays 6.7.1. The Contractor shall be responsible for any damages caused to the City as a result of any delays caused by the Contractor. 6.8 Citv's Right to Occupv 6.8.1. The City reserves the right to occupy any part of the Project when same is Substantially Complete. It is expressly agreed, however, that partial occupancy of any part of the Project does not activate any warranty obligations of the Contractor and any warranties which contain time limitations shall commence on the date of Final Completion unless otherwise expressly specified in the Contract Documents. ARTICLE VII THE CONTRACTOR 7.1. Upon providing no less than forty-eight (48) hours' notice to the Contractor, the City may conduct a pre -construction conference at a time and place set forth in the aforesaid notice. Page 13 of 42 363 ATTENDANCE AT ALL PRE -CONSTRUCTION CONFERENCE(S) IS MANDATORY AND FAILURE TO ATTEND SHALL BE A MATERIAL BREACH OF THIS CONTRACT. 7.2. The Contractor is again reminded of its continuing duty set forth in Subparagraph 1.5.7. The Contractor shall perform no part of the Work at any time without adequate Contract Documents or, as appropriate, approved Shop Drawings, Product Data or Samples for such portion of the Work. If the Contractor performs any of the Work knowing it involves a recognized error; inconsistency, or omission in the Contract Documents without such notice to the Engineer / Architect the Contractor shall bear responsibility for such performance and shall bear the cost of correction. 7.3. The Contractor shall perform the Work strictly in accordance with this Contract. The Contractor shall also be responsible for all cutting, fitting or patching that may be required to complete the Work or to make its several parts fit together properly. 7.4 Contractor's Professional Standard 7.4.1. City's engagement of the Contractor is based upon the Contractor's representations to the City that: (a) Contractor has carefully reviewed all Construction Documents prior to signing this Contract; (b) Contractor is an organization experienced in, and qualified, willing and able to provide construction of the nature and type necessary to perform the Work; (c) Contractor is authorized and licensed to do business in the State of Florida, Miami -Dade County and the City of Sunny Isles Beach; and (d) Contractor shall furnish labor, material, equipment and services (i) which expeditiously, economically and properly complete the Work in the manner most consistent with the Owner's interests and objectives, (ii) in accordance with the Construction Documents, and (iii) in accordance with the highest standards currently practiced by persons and entities performing comparable labor, material, equipment and services on projects of similar size and complexity. 7.4.2. The Contractor shall administer, manage, supervise and direct the Work using the Contractor's best skill, effort and attention. The Contractor shall be responsible to the City for any and all acts or omissions of the Contractor, its employees and others engaged in the Work on behalf of the Contractor. Page 14 of 42 364 7.5 Warranty. 7.5.1. The Contractor warrants to the City that all labor furnished to progress the Work under this Contract will be competent to perform the tasks undertaken, that the product of such labor will yield only first-class results, that materials and equipment furnished will be of good quality and new unless otherwise permitted by this Contract, and that the Work wail be of good quality, free from faults and defects and in strict conformance with this Contract for a period of one (1) year from the date of Final Completion and acceptance by the City unless a longer warranty period is a requirement of the drawings and/or specification for either individual elements of the project or the entire project. All Work not conforming to these requirements may be considered defective. .7.5.2. Any warranty required or received from a Subcontractor, manufacturer, or supplier is herein assigned by the Contractor to the City effective immediately upon Issuance the fully executed Certificate of Final Completion. Furthermore, the Contractor agrees to supply to the City the originals of all such warranties where same are in writing, and further agrees to execute, if requested by the City, separate assignments of warranty on a form furnished by the City. 7.6. The Contractor shall obtain and pay for all permits, fees and licenses necessary and ordinary for the Work save and except as set forth herein. The Contractor shall comply with all lawful requirements applicable to the Work and shall give and maintain any and all notices required by applicable law pertaining to the Work. 7.7 Supervision 7.7.1. The Contractor shall employ and maintain at the Project site only competent supervisory personnel. Absent written instruction from the Contractor to the contrary, the superintendent shall be deemed the Contractor's authorized representative at the site and shall be authorized to receive and accept any and all communications from the City or the Engineer / Architect. 7.7.2. Key administrative, managerial and supervisory personnel assigned by the Contractor to this Project are as follows: Name -Function. Yesid Lopez Senior Project Managaer Cesar Murillo Gary Chandler Senior Superintendent Project Superintendent The Contractor shall furnish to the City complete resumes of each of the individuals named above. So long as the individuals named above remain actively employed or retained by the Contractor, Page 15 of 42 they shall perform the functions indicated next to their names unless the City agrees to the contrary in writing or unless the City requests the removal of any such individual from the Project. In the event the City requests the removal of any of the individuals named above, the Contractor shall immediately comply and shall immediately replace such individual with a qualified substitute to whom the City makes no objection. In the event one or more individuals not listed above subsequently assumes one or more of those functions listed above, the Contractor shall be bound by the provisions of this Subparagraph 7.7.2 as though such individuals had been listed above. 7.8. The Contractor, within fifteen (15) days of commencing the Work, shall submit to the City and the Engineer/ Architect for their information, the. Contractor's schedule for completing the Work. The Contractor's schedule shall be presented in the critical path (CPM) format. The Contractor's schedule shall be revised no less frequentlythan monthly (unless the parties otherwise agree in writing) and shall be revised to reflect conditions encountered from time to time and shall be related to the entire Project. Each such revision shall be furnished City and the Engineer / Architect with each Application for Payment. Failure by the Contractor to strictly comply with the provisions of this Paragraph 7.8 shall constitute a material breach of this Contract. 7.8.1. The Contractor, within (15) days of commencing the Work shall submit to the City and the Engineer / Architect for their information, an anticipated monthly draw schedule for the duration of the Work. If during the course of performing the Work the Contractor anticipates a substantial change in the draw schedule, the Contractor shall notify the City and the Engineer / Architect within three (3) days of anticipating such change. For purposes of this paragraph, a substantial change shall be any increase or decrease equaling or exceeding ten percent (10%) of any anticipated monthly draw. 7.9. The Contractor shall continuously maintain at the site, in an orderly fashion and format acceptable to the City, for the benefit of the City and the Engineer / Architect one record copy of this Contract and all Contract Documents marked to record on a current basis changes, selections and modifications made during construction. Additionally, the Contractor shall maintain at the site for the City and Engineer / Architect the approved Shop Drawings, Product Data, Samples and other similar required submittals. upon final completion of the Work, all of these record documents shall be delivered to the City. 7.9.1. No less than weekly, the Contractor shall conduct a Project meeting which shall include the Contractor's administrative, managerial and supervisory personnel and representatives of each subcontractor working on the Project site. The meeting shall address, but shall not be limited to, the current status of the Work, including the current Project schedule and the existence of any defective or deficient work as well as the appropriate action required to correct or replace such work. The City and the Engineer / Architect shall have the right, but not the duty, to attend such weekly meetings. The Contractor shall maintain detailed minutes of each such weekly meetings and shall distribute typewritten copies of such minutes to the City and the Engineer / Architect no later than the close of the next workday following completion of such meeting. The Contractor shall further require its General Superintendent to maintain a daily job diary which shall include for each work day the daily weather conditions, the identity of each subcontractor working on the site, the manpower of each subcontractor working on the site, the identity of all visitors to the Project site, documentary progress photographs, and any and all other information reflecting Page 16 of 42 366 any delays, hindrances, interferences, or other problems encountered or incurred on the Project site. Each week the Contractor shall furnish to the City and the Engineer / Architect on a weekly basis full and complete copies of said daily job diary. 7.10 Shop Drawings, Product Data and Samples 7.10.1. Shop Drawings, Product Data, Samples and other submittals from the Contractor do not constitute Contract Documents. Their purpose is merely to demonstrate the manner in which the Contractor intends to implement the Work in conformance with information received from the Contract Documents. 7.10.2. The Contractor shall not perform any portion of the Work requiring submittal and review of Shop Drawings, Product Data or Samples unless and until such submittals shall have been approved by the Engineer / Architect. Approval by the Engineer / Architect, however, shall not be evidence that Work installed pursuant thereto conforms with the requirements of this Contract. 7.10.3. The Contractor shall maintain a log of all Shop Drawings, Product Data and Samples submitted to the Engineer/Architect and the City including, but not limited to, identification of the item of work according to appropriate specification section; date of receipt from appropriate subcontractor or supplier; date of review by the Contractor; date of submission to the Engineer / Architect date of return from the Engineer / Architect date of return to the subcontractor or supplier status of review by the Engineer / Architect and any required re -submittal information. A true and correct copy of this log shall be submitted with each Application for Payment and receipt of same by the Engineer / Architect shall be a condition precedent for approval of the Application for Payment. 7.11 Cleaning the Site and the Proiect 7.11.1. The Contractor shall keep the site reasonably clean during performance of the Work, shall remove debris, trash and garbage from the Site daily and allow no accumulation of debris, garbage or trash on the Site. Upon Final Completion of the Work, the Contractor shall clean the site and the Project and remove all waste, together with all of the Contractor's property therefrom. 7.12 Access to Work 7.12.1. The City, the Engineer / Architect and the Building Department shall have access to the Work at all times from commencement of the Work through Final Completion. The Contractor shall take whatever steps necessary to provide access when requested. 7.13 Safety 7.13.1. The Contractor shall take all reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to, its employees on the Work and all other persons who may be affected thereby; the Work and materials and equipment to be incorporated therein; and all other property at the site or adjacent thereto including, but not limited to, trees, shrubs, lawns, walks,'pavements, roadways, structures and utilities not designated for removal, Page 17 of 42 367 relocation or replacement in the course of construction. The Contractor shall comply with all, ' applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss, and shall give all notices required by same; this requirement includes, but is not limited to, the United States Occupational Safety and Health Act and the Florida Trench Safety Act, Florida Statute S 553.60. 7.14 Indemnity 7.14.1. To the fullest extent permitted by law, Contractor shall indemnify and hold harmless City, its officers, officials, and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, omissions, or intentional wrongful conduct of Contractor and persons employed or utilized by Contractor in the performance of this Contract, including but not limited to, subcontractors. This indemnification shall survive the term of this Contract. 7.15 Value Eneineerine Incentive 7.15.1. The City encourages the Contractor to make timely value engineering and cost savings recommendations. In the event the City approves by duly executed change order any value engineering or cost savings recommendation of the Contractor, and in the further event the Contract Sum is reduced thereby, any savings shall be shared with Seventy -Five Percent (75%) being allocated City and Twenty -Five Percent (25%) being allocated to the Contractor. It is agreed, however, that the Contractor shall procure and obtain at its sole cost and expense all change orders, drawings, specifications, permits, approvals, or other documents required in order to implement the value engineering or cost savings recommdation. ANY CLAIM UNDER THIS PARAGRAPH MUST BE SUBMITTED IN WRITING TO THE CITY AND THE ENGINEER / ARCHITECT PRIOR TO THE EXECUTION OF THE CHANGE ORDER INCORPORATING THE CONTRACTOR'S RECOMMENDATION OTHERWISE SAID CLAIM IS EXPRESSLY WAIVED. Any savings allocated to the Contractor under this Paragraph shall be paid at the time of Final Payment to the Contractor. 7.16 Miscellaneous 7.16.1. Prior to commencement of the Work, the Contractor shall submit to the City a plan for site access and control of construction traffic. Said plan shall include, but not be limited to, an enumeration of each construction access point to the site and a description of how access will be controlled and regulated; a description of any impact that construction traffic may have on the public streets and highways, and the Contractor's plan for minimizing and reducing such impact; and, the name and address of the individual employed by the Contractor who shall have responsibility for control and management of construction traffic. Approval by the City of this plan is a condition precedent to payment of any sums to the Contractor. The Contractor furthermore agrees to cooperate with the City and all other appropriate governmental entities with respect to the control, regulation, scheduling and management of construction traffic. 7.16.2. The Contractor shall be responsible for, and shall pay the cost of, all temporary facilities used, or made available, during the course of the Work. These facilities include, but shall not be limited to, electric power, gas, water, sewage and sanitation, waste removal and disposal, telephone, and temporary office facilities. The Contractor shall timely pay for all such temporary Page 18 of 42 368 facilities and shall coordinate the installation and removal of such facilities including, but not limited to, any required coordination with any utility company. Furthermore, the Contractor shall be responsible for, and shall pay the cost of, any utility work which may be necessary in order to perform the Work required by the Contract Documents; this responsibility includes, but is not limited to, the cost of installing, moving, or relocating electric, water, sewer, gas, or other utility lines, wires, poles, pipe, and any other equipment of every kind and nature. 7.16.3. After first giving at least seventy-two (72) hours written notice to the City and the Engineer / Architect, the Contractor shall conduct any and all testing required under the Contract Documents and report the results of same to the City and the Engineer / Architect within twenty- four (24) hours of receipt unless the City or the Engineer / Architect instructs otherwise. The Contractor shall also cooperate with the City and the Engineer / Architect in the event the City or the Engineer / Architect elects to conduct testing for any purpose. The Contractor shall make the site, or any relevant portion thereof, available for such testing by the City or the Engineer / Architect and the Contractor shall so schedule and coordinate its work so as not to interfere with any testing by the City or the Engineer / Architect. When requested by the City or the Engineer / Architect the Contractor shall furthermore uncover Work and otherwise assist in testing as may be required by the City or the Engineer / Architect. The services requested by the City which are required to be provided by an Independent Testing Laboratory shall be paid by the City unless otherwise stated in the Contract Documents. Contractor'may not rely upon any testing performed by the City or the Engineer / Architect but shall remain solely responsible for insuring compliance with all Contract Documents and testing requirements. The Contractor shall be responsible for the payment of any of its testing. ARTICLE Vill CONTRACT ADMINISTRATION 8.1 The Engineer / Architect 8.1.1. The Engineer / Architect for this project is BEA Architects, Inc., c/o Adrian Price, R.A, 11575 NW 7th Avenue, Miami, Florida 33168, adrian@beai.com, 305.461.2053. In the event the City should find it necessary or convenient to replace the Engineer / Architect the City shall retain a replacement Engineer / Architect and the status of the replacement Engineer / Architect shall be that of the former Engineer / Architect. 8.2 Engineer /Architect's Administration 8.2.1. The Engineer / Architect, unless otherwise directed by the City in writing, will perform those duties and discharge those responsibilities allocated to the Engineer / Architect as set forth in this Contract. The Engineer / Architect shall be the City's representative from the effective date of this Contract until final payment has been made. The Engineer / Architect shall be authorized to act on behalf of the City only to the extent provided in this Contract. 8.2.2. The City and the Contractor shall communicate with each other in the first instance through the Engineer / Architect. The Contractor and the Engineer / Architect, however, shall copy the City's designated representative with any and all written communications by and between the Page 19 of 42 369 parties. The City's designated representative for the receipt of any such communications, or copies of same, is Richard Labinsky. Project Manager, whose address is City of Sunny Isles Beach. 18070 Collins Avenue, Sunny Isles Beach FL 33160. The City reserves the right to change its designated representative upon written notice to the Contractor and Engineer / Architect. 8.2.3. The Engineer / Architect shall be the initial interpreter of the requirements of the drawings and specifications and the judge of the performance there under by the Contractor. The Engineer / Architect shall render written or graphic interpretations necessary for the proper execution or progress of the Work with reasonable promptness on request of the Contractor. 8.2.4. The Engineer / Architect will review the Contractor's Invoice and will certify to the City for payment to the Contractor, those amounts then due the Contractor as provided in this Contract. 8.2.5. The Engineer / Architect shall have authority to reject Work which is defective or does not conform to the requirements of this Contract. If the Engineer / Architect deems it necessary or advisable, the Engineer / Architect shall have authority to require additional inspection or testing of the Work for compliance with Contract requirements. 8.2.6. The Engineer / Architect will review and approve, or take other appropriate action as necessary, concerning the Contractor's submittals including Shop Drawings, Product Data and Samples. Such review, approval or other action shall be for the sole purpose of determining conformance with the design concept and information given through the Contract Documents. 8.2.7. The Engineer / Architect will prepare Change Orders and may authorize minor changes in the Work upon approval from the City by Field Order as provided elsewhere herein. 8.2.8. The Engineer / Architect shall, upon written request from the Contractor, conduct inspections to determine the date of Substantial Completion and the date of Final Completion, will receive and forward to the City for the City's review and records, written warranties and related documents required by this Contract and will issue a final Certificate for Payment upon compliance with the requirements of this Contract. 8.2.9. The Contractor agrees, acknowledges, and warrants that it has no third party beneficiary rights, or other rights, arising out of any contract by and between the City and the Engineer / Architect and, in the event of any conflict between the terms and provisions of the contract by and between the City and the Engineer / Architect and this Contract, the terms of this Contract shall control with respect to the Contractor. 8.2.10, If the Contractor fails any inspection which requires a re -inspection by the Engineer / Architect or any of its design consultants, the Contractor shall bear the cost of such repeat inspection(s) which cost may be deducted by the City from any sums otherwise due the Contractor. Page 20 of 42 370 0 8.3 Claims by the Contractor 8.3.1. Except as prohibited in Paragraph 8.3.5.1 herein below, all Contractor claims shall be initiated by written notice and claim to the City and the Engineer / Architect, as applicable. Such written notice and claim must be furnished within three (3) days after occurrence of the event, or the first appearance of the condition giving rise to the claim. 8.3.2. Pending final resolution of any claim of the Contractor, the Contractor shall diligently proceed with performance of this Contract and the City shall continue to make payments to the Contractor in accordance with this Contract. The resolution of any claim under this Paragraph 8.3 shall be reflected by a Change Order executed by the City, the Engineer / Architect and the Contractor. 8.3.3. Claims for Concealed and Unknown Conditions. Should concealed and unknown conditions encountered in the performance of the Work (a) below the surface of the ground or (b) in an existing structure be at variance with the conditions indicated by this Contract, or should unknown conditions of an unusual nature differing materially from those ordinarily encountered in the area and generally recognized as inherent in Work of the character provided for in this Contract, be encountered, the Contract Price shall be equitably adjusted by Change order upon the written notice and claim by either party made within three (3) days after the first observance of the condition. As a condition precedent to the City having any liability to the Contractor for concealed or unknown conditions, the Contractor must give the City and the Engineer / Architect written notice of, and an opportunity to observe, the condition prior to disturbing it. The failure by the Contractor to make the written notice and claim as provided in this Subparagraph shall constitute a waiver by the Contractor of any claim arising out of or relating to such concealed or unknown condition. 8.3.4. Claims for Additional Costs. Except as prohibited in Paragraph 8.3.5 herein below, if the Contractor wishes to make a claim for an increase in the Contract Price, as a condition precedent to any liability of the City therefore, the Contractor shall give the Engineer / Architect and the City written notice of such claim within three (3) days after the occurrence of the event, or the first appearance of the condition, giving rise to such claim. Such notice must be given by the Contractor before proceeding to execute any additional or changed Work. The failure by the Contractor to give such notice and to give such notice prior to executing the Work shall constitute a waiver of any claim for additional compensation. 8.3.4.1. In connection with any claim by the Contractor against the City for compensation in excess of the Contract Price, any liability of the City for the Contractor's cost shall be strictly limited to direct costs incurred by the Contractor. Direct costs do not include the Contractor's home office overhead, loss of efficiency, consequential damages of the Contractor, or equipment costs in excess of actual equipment rental paid by the Contractor to a third party. The City shall not be liable to the Contractor for claims of third parties, including Subcontractors, unless and until liability of the Contractor has been established therefore in a court of competent jurisdiction. Page 21 of 42 371 8.3.5. Claims for Additional Time. If the Contractor is delayed in progressing any task which at the time of the delay is then critical or which during the delay becomes critical, as the sole result of any act or neglect to act by the City or someone acting in the City's behalf, or by changes ordered in the Work, unusual delay in transportation, unusually adverse weather conditions not reasonably anticipatable, fire or any causes beyond the Contractor's control, then the date for achieving Substantial Completion of the Work shall be extended upon the written notice and claim of the Contractor to the City and the Engineer / Architect for such reasonable time as the Engineer / Architect and the City may determine. Any notice and claim for an extension of time by the Contractor shall be made not more than three (3) days after the occurrence of the event or the first appearance of the condition giving rise to the claim and shall set forth in detail the Contractor's basis for requiring additional time in which to complete the Project. Said claim shall specifically include, among other things, an adjusted critical path (CPM) schedule reflecting precisely the delay and its claimed impact upon the Contractor's future performance. In the event the delay to the Contractor is a continuing one, only one notice and claim for additional time shall be necessary. If the Contractor fails to make such claim as required in this Subparagraph, any claim for an extension -of time shall be waived. 8.3.5.1. In no event, and under no circumstances, shall the Contract Price/Sum be increased for, nor shall the Contractor claim, recover, or receive payment for, any cost, expense, damages, or compensation of any kind by reason of any delay to the Project, whether critical or non -critical, and whether caused in whole or in part by the City. The Contractor shall not be entitled to any direct, indirect, consequential, impact, or other costs, expenses, or damages, including but not limited to, costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever, whether such delay, disruption, interference, or hindrance be reasonable or unreasonable, foreseeable or unforeseeable, or avoidable or unavoidable. It is further agreed that such direct costs do include the Contractor's home office overhead, loss of efficiency, consequential damages, or equipment costs in excess of actual equipment rental paid by the Contractor to a third party. The Contractor's sole and exclusive remedy for delay, hindrance, and disruption shall be an extension of the Contract Time provided a claim for same is made and is allowable pursuant to the provisions of Paragraph 8.3.5 hereinabove. 8.4 Field Orders 8.4.1. The Engineer / Architect after first obtaining approval from the City, shall have authority to order minor changes in the Work not involving a change in the Contract Price or in Contract Time and not inconsistent with the intent of the Contract. Such changes shall be affected by Field Order and shall be binding upon the Contractor. The Contractor shall carry out such Field Orders promptly. ARTICLE IX SUBCONTRACTORS 9.1 Definition 9.1.1. A Subcontractor is an entity that has a direct contract with the Contractor to perform a portion of the Work. Page 22 of 42 372 9.2 Award of Subcontracts 9.2.1. Upon execution of the Contract, or as may be required by the Instructions to Bidders, the Contractor shall furnish the City, in writing, the names of persons or entities proposed by the Contractor to act as a Subcontractor on the Project. The City shall promptly reply to the Contractor, in writing, stating a ny objections the City may have to such proposed Subcontractor. The Contractor shall not enter into a Subcontract with a proposed Subcontractor with reference to whom the City has made timely objection. The Contractor shall not be required to Subcontract with any party to whom the Contractor has objection. 9.2.2. All subcontracts shall afford the Contractor rights against the Subcontractor which correspond to those rights afforded to the City against the Contractor herein, including those rights afforded to the City by Subparagraph 12.2.1 below. ARTICLE X CHANGES IN WORK 10.1 Changes Permitted 10.1.1. Changes in the Work within the general scope of this Contract, consisting of additions, deletions, revisions, or any combination thereof, may be ordered without invalidating this Contract, by Change Order, Construction Change Directive or by Field Order. 10.1.2. Changes in the Work shall be performed under applicable provisions of this Contract and the Contractor shall proceed promptly with such changes. 10.2 Change Order Defined 10.2.1. Change Order shall mean a written order to the Contractor executed by the City and the Engineer/ Architect issued after execution of this Contract, authorizing and directing a change in the Work or an adjustment in the Contract Price or the Contract Time, or any combination thereof. The Contract Price and/or the Contract Time may be changed only by Change Order. 10.3 Changes in the Contract Price 10.3.1. Any change in the Contract Price resulting from a Change Order shall be determined as follows: (a) by mutual agreement between the City and the Contractor as evidenced by (1) the change in the Contract Price being set forth in the Change Order, (2) such change in the Contract Price, together with any conditions or requirements related thereto, being initialed by both parties and (3) the Contractor's execution of the Change Order, or (b) if no mutual agreement occurs between the City and the Contractor, then, as provided in Subparagraph 10.3.2 below. 10.3.2. The Contractor shall be bound by the following conditions and procedures governing additional work under the Contract. Page 23 of 42 373 10.3.2.1. Any change order must be recommended by the City's representative and approved by the City before any steps are taken to implement the change order. 10.3.2.2. Should the Contractor commence work without making a claim in writing for unforeseen extra work encountered, it will be construed as an acceptance and agreement that such work is required under the Contract and no further claim for such extras will be considered or allowed by the City. 10.3.2.3. Changes in the Work directed by the Engineer / Architect shall become part of the Contract only by written change order. 10.3.2.4. Information regarding changes in the Work for additional work, credits and adjustments under the Contract shall be promptly transmitted in writing by the Contractor to the Engineer / Architect with full explanations and justifications for consideration in preparing a change order to the Contract. 10.3.2.5. Contractor shall allow twenty-one (21) calendar days for the Engineer / Architect to review and respond to the City on Contractor submitted Requests for Change Order pricing and Contractor submitted pricing for City initiated proposal requests. This review time is only for correctly submitting pricing. Submitted pricing found not to be in correct format, or containing pricing that relates to Work clearly not part of the change, or contains SubContractor pricing not in the correct format, or contains Sub -Contractor pricing that relates to Work clearly not part of the change, will not be reviewed and returned to the Contractor for proper submission and as such, no Contractor claims for delay will be accepted as a result of extended response time due to improper pricing submission. 10.3.2.6. The Engineer / Architect will review properly submitted Contractor pricing and compare submitted pricing with published pricing data contained in the Building Cost Data, Mechanical Cost Data and Electrical Cost Data, latest edition, as published by R.S. Means Company, Inc. Contractor submitted pricing found to be in excess of five (5%) percent above the stated published pricing will not be accepted and as such, no Contractor claims for delay will be accepted as a result of extended response time due to excessive pricing submittal by the Contractor. 10.3.3. The value of any change ordered under the Contract for extra work or any reductions in work required, shall be determined under one or more of the following procedures before a written change order is issued. 10.3.3.1. By Unit Price named in the contract or subsequently agreed upon by the City and the Contractor, which prices shall include Contractors overhead and profit. 10.3.3.2. By Lump Sum Price agreed upon by the City and the Contractor, which price shall include overhead and profit. A breakdown of the estimated costs comprising the lump sum price may be required by the Engineer / Architect for review. Percentage for overhead and profit shall be determined in accordance with the method listed described under Overhead and Profit below. 10.3.3.3. By a Cost -Plus -Price on total actual costs, plus an added percentage, all determined as described under Overhead and Profit below. Page 24 of 42 374 10.3.3.4 Overhead and Profit . (a) Subcontractor's overhead, including supervision and the furnishing, use and maintenance of small tools and ordinary equipment incidental to and required for the Work shall be just and fully compensated for by adding an amount equal to FIVE PERCENT (5%) of the sum of material and labor costs as defined under Subcontractor's profit below, but excluding equipment rental costs. (b) Subcontractor's profit may then be added to the above material costs and labor costs including the Overhead allowance at the rate of FIVE PERCENT (5%) of the sum of those costs, excluding equipment rental costs. (c) Contractor's overhead, including general supervision and the furnishing, use and maintenance of small tools incidental to and required for the Work accomplished by its own direct labor shall be considered to be just and fully compensated for by adding an amount equal to FIVE PERCENT (5%) of the sum of material and labor costs as defined under Material costs and Labor costs below, but excluding equipment rental costs and bond allowance. (d) Contractor's overhead, including general supervision and the furnishing, use and maintenance of small tools and equipment incidental to and required for the Work accomplished by subcontractors shall be considered to be just and fully compensated for by adding an amount equal to FIVE PERCENT (5%) of the sum of material and labor costs as defined under Material costs and Labor costs below, but excluding equipment rental costs and bond allowance. (e) Contractor's profit may then be added into the above material costs and labor costs, including the Overhead allowance at the rate of FIVE PERCENT (5%) of the sum of those costs, excluding equipment rental costs. 10.3.3.5. Bond Allowance. For maintaining the Public Construction Bond at 100% of the Contract Price, a sum of ONE PERCENT (1%) of the total cost of the change (including material, labor, overhead and profit, and equipment rental) shall be allowed on all change orders. 10.3.3.6. Material costs actually recorded by the Contractor and the subcontractor as materials are delivered to the site and, as evidenced from originally receipted invoices, listing appropriate quantities and unit prices. Records in proper form shall be maintained and made available to the Engineer / Architect and the City at all times. 10.3.3.7. Labor Costs represented by the actual wages paid to all laborers, apprentices, journeymen, and foremen involved in and necessary to completing the particular construction operations, for each day and every hour such labor teams and foremen are actually employed on the extra work required, including the net cost of insurance, social security and Workmen's Page 25 of 42 375 aa� Compensation. Records in proper form shall be maintained and be made available to the Engineer / Architect and the City at all times. 10.3.3.8. Rentals for special equipment or machinery such as power driven roller, tractors, trucks, shovels, drills, mixers, pumps, hoists, etc. required for the economical performance of the work at reasonable rental prices agreed upon before work commences, shall be allowed the Contractor and subcontractors by the Engineer / Architect and the City for each and every hour such special equipment is in use on the particular work. To the sum of such equipment rentals, no additional percentage shall be added. 10.3.3.9. Owned Equipment for certain owned heavy or specialized equipment (defined as tools and equipment with an individual purchase cost of more than One Thousand Dollars ($1000)) brought on to the job site specifically for change order work shall be valued at 75 percent of the monthly rental divided by 176 to arrive at a maximum hourly rate to be applied to the hours the equipment is used performing the change order work. Fuel and an operator necessary to utilize the equipment will be considered as a separate direct cost associated with the change order work. No recovery will be allowed for heavy or specialized equipment that is already on the jobsite and is necessary to complete work of the original contract. No recovery will be allowed for hand tools, power tools, minor equipment, work vehicles (including pickup trucks and cargo vans), simple scaffolds, etc. The longest period oftime that the equipment is to be required for the work will be the basis for pricing. Downtime due to repairs, maintenance and weather delays will not be allowed. 10.4 Minor Chances 10.4.1. The Engineer/ Architect, after first obtaining express written approval from the City, shall have authority to order minor changes in the Work not involving a change in the Contract Price or an extension of the Contract Time and not inconsistent with the intent of this Contract. Such minor changes shall be made by written Field Order, and shall be binding upon the City and the Contractor. The Contractor shall promptly carry out such written Field Orders. 10.5 Effect of Executed Chanae Order 10.5.1. The execution of a Change Order by the Contractor shall constitute conclusive evidence of the Contractor's agreement to the ordered changes in the Work, this Contract as thus amended, the Contract Price and the Contract Time, The Contractor, by executing the Change Order, waives and forever releases any claim against the City for additional time or compensation for matters relating to or arising out of or resulting from the Work included within or affected by the executed Change Order. 10.6 Notice to Surety: Consent 10.6.1. As a condition precedent for the certification, approval or payment of any Application for Payment, or as a condition precedent for the approval or execution by the City of any Change Order, or as a condition precedent for any action required by the City under this Contract, the City may demand, and the Contractor shall furnish, an appropriately executed Consent of Surety in such form as the City may specify. Page 26 of 42 376 10.7 Emergencv Chanae Orders 10.7.1. In an emergency that presents immediate danger to person or property, the City's designated representative may order a change in the Work that shall be documented within three (3) days from the inception of said emergency in accordance with the change order requirements of Article X of this Contract. 10.8 Construction Change Directive 10.8.1. if the City and the Contractor cannot agree on the cost of a change in the Work, the City may issue a written Construction Change Directive ordering a change in the Work prior to reaching agreement with the Contractor on the adjustment, if any, in the Contract Price and/or the Contract Time. 10.8.2. The City and the Contractor shall negotiate expeditiously and in good faith for appropriate adjustments, as applicable, to the Contract Price and/or the Contract Time arising out of a Construction Change Directive. Within 15 days of issuance of the Construction Change Directive, the City will issue a Change Order based upon the Engineer / Architect's estimate for the cost of the Work and any additional agreed upon time extension in accordance with Article 10.3. When a resolution has been reached on the total cost of the Work and the cost of the Work is more or less than the Engineer / Architect's estimate, a final adjusting Change Order will be issued for the difference in both cost and time as is applicable. ARTICLE XI UNCOVERING AND CORRECTING WORK 11.1 Uncovering Work 11.1.1. if any of the Work is covered contrary to the Engineer / Architect's request or to any provisions of this Contract, it shall, if required by the Engineer / Architect or the City, be uncovered for the Engineer / Architect inspection and shall be properly replaced at the Contractor's expense without change in the Contract Time. 11.1.2.. If any of the Work is covered in a manner not inconsistent with Subparagraph 11.1.1 above, it shall, if required by the Engineer / Architect or the City, be uncovered for the inspection of the Engineer / Architect or the City. If such Work conforms strictly with this Contract, costs of uncovering and proper replacement shall by Change Order be charged to the City. If such Work does not strictly conform with this Contract, the Contractor shall pay the costs of uncovering and proper replacement. 11.2 Correcting Work 11.2.1. The Contractor shall immediately proceed to correct Work rejected by the .Engineer / Architect or the City as defective or failing to conform to, this Contract. The Contractor shall pay all costs and expenses associated with correcting such rejected Work, including any additional testing and inspections, and reimbursement to the City for the Engineer / Architect services and expenses made necessary thereby. Page 27 of 42 377 11.2.2. If within one (1) ye& after Final Completion of the Work any of the Work is found to be defective or not in accordance with this Contract, the Contractor shall correct it promptly upon receipt of written notice from the City. This obligation shall survive final payment by the City and termination of this Contract. With respect to Work completed after Final Completion, this one-year obligation to specifically correct defective and non -conforming Work shall be extended by the period of time which elapses between Final Completion a nd acceptance of the subject Work by the City and the Engineer / Architect. 11.2.3. Nothing contained in this Paragraph 11.2 shall establish any period of limitation with respect to other obligations which the Contractor has under this Contract. Establishment of the one-year time period in Subparagraph 11.2.2 relates only to the duty of the Contractor to specifically correct the Work. 11.3 The City May Accept Defective or Non -conforming Work 11.3.1. If the City chooses to accept defective or non -conforming Work, the City may do so. In such event, the Contract Price shall be reduced by the greater of: (a) the reasonable cost of removing and correcting the defective or non -conforming Work, and (b) the difference between the fair market value of the Project as constructed and the fair market value of the Project had it not been constructed in such a manner as to include defective or nonconforming Work. If the remaining portion of the unpaid Contract Price, if any, is insufficient to compensate the City for its acceptance of defective or non -conforming Work, the Contractor shall, upon written demand from the City, pay the City such remaining compensation for accepting defective or non -conforming Work. ARTICLE XII CONTRACT TERMINATION 12.1 Termination by the Contractor 12.1.1. If the Work is stopped for a period of ninety (90) days by an order of any court or other public authority, or as a result of an act of the Government, through no fault of the Contractor or any person or entity working directly or indirectly for the Contractor, the Contractor may, upon twenty (20) days' written notice to the City and the Engineer / Architect terminate performance under this Contract and recover from the City payment for the actual reasonable expenditures of the Contractor (as limited in Subparagraph 10.3.2 above) for all Work executed and for materials, equipment, tools, construction equipment and machinery actually purchased or rented solely for the Work, less any salvage value of any such items. 12.1.2. if the City shall persistently or repeatedly fail to perform any material obligation to the Contractor for a period of thirty (30) days after receiving written notice from the Contractor of its intent to terminate hereunder, the Contractor may terminate performance .-.under this Contract by written notice to the Engineer / Architect and the City. In such event, the Contractor shall be entitled to recover from the City as though the City had terminated the .Contractor's performance under this Contract for convenience pursuant to. Subparagraph 12.2.1 hereunder. Page 28 of 42 378 12.2 Termination by the Cit 12.2.1. For Convenience 12.2.1.1. The City may for any reason whatsoever terminate performance under this Contract by the Contractor for convenience. The City shall give written notice of such termination to the Contractor specifying when termination becomes effective. 12.2.1.2. The Contractor shall incur no further obligations in connection with the Work and the Contractor shall stop Work when such termination becomes effective. The Contractor shall also terminate outstanding orders and subcontracts. The Contractor shall settle the liabilities and claims arising out of the termination of subcontracts and orders. The City may direct the Contractor to assign the Contractor's right, title and interest under terminated orders or subcontracts to the City or its designee. 12.2.3.3. ' The Contractor shall transfer title and deliver to the City such completed or partially completed Work and materials, equipment, parts, fixtures, information and Contract rights as the Contractor has. 12.2.1.4. (a) The Contractor shall submit a termination claim to the City and the Engineer / Architect specifying the amounts due because of the termination for convenience together with costs, pricing or other data required by the Engineer / Architect. If the Contractor fails to file a termination claim within one (1) year from the effective date of termination, the City shall pay the Contractor, an amount derived in accordance with subparagraph (c) below. (b) The City and the Contractor may agree to the compensation, if any, due to the Contractor hereunder. (c) Absent agreement to the amount due to the Contractor, the City shall pay the Contractor the following amounts: Contract prices for labor, materials, equipment and other services accepted under this Contract; ii. Reasonable costs incurred in preparing to perform and in performing the terminated portion of the Work, and in terminating the Contractor's performance, plus a fair and reasonable allowance for overhead in the amount of five percent (5%) of the Contractor's direct costs, and a reasonable allowance for profit in the amount of five percent (5%) of the Contractor's direct costs (such profit shall not include anticipated profit or consequential damages); and profit thereon (such profit shall not include anticipated profit or consequential damages); provided however, that if it appears that the Contractor would have not profited or would have sustained a loss if the entire Contract would have Page 29 of 42 379 been completed, no profit shall be allowed or included and the amount of compensation shall be reduced to reflect the anticipated rate of loss, if any; iii. Reasonable costs of settling and paying claims arising out of the termination of subcontracts or orders pursuant to Subparagraph 12.2.1.2 of this Paragraph. These costs shall not include amounts paid in accordance with other provisions hereof. The total sum to be paid the Contractor under this Subparagraph 12.2.1 shall not exceed the total Contract Price, as properly adjusted, reduced by the amount of payments otherwise made, and shall in no event include duplication of payment. 12.2.2 For Cause 12.2.2.1. If the Contractor refuses or fails to prosecute the Work in a timely manner, supply enough properly skilled workers, administrative, managerial and supervisory personnel or proper equipment or materials, or if it fails to make prompt payment to Subcontractors or for materials or labor, or persistently disregards laws, ordinances, rules, regulations or orders of any public authority having jurisdiction, or otherwise is guilty of a substantial violation of a material provision of this Contract, then the City may by written notice to the Contractor, without prejudice to any other right or remedy, terminate the employment of the Contractor and take possession of the site and of all materials, equipment, tools, construction equipment and machinery thereon owned by the Contractor and may finish the Work by whatever methods it may deem expedient. In such case, the Contractor shall not be entitled to receive any further payment until the Work is finished. 12.2.2.2. If the unpaid balance of the Contract Price exceeds the cost of finishing the work, including compensation for the Architect's additional services and expenses made necessary thereby, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to the City. This obligation for payment shall survive the termination of the Contract. 12.2.2.3. In the event the employment of the Contractor is terminated by the City for cause pursuant to Subparagraph 12.2.2 and it is subsequently determined by a Court of competent jurisdiction that such termination was without cause, such termination shall thereupon be deemed a Termination for Convenience under Subparagraph 12.2.1 and the provisions of Subparagraph 12.2.1 shall apply. ARTICLE XIII INSURANCE 13.1. Contractor agrees, at its sole expense, to maintain on a primary, noncontributory basis during the life of this Contract, or the performance of work under this Project, insurance coverages, limits, and endorsements as required herein. The Contractor agrees the insurance requirements herein as well as City's review or acknowledgement, is not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by the Contractor under this Contract. Any coverage maintained by the City shall apply excess .of, or contingent upon the absence of, other insurance required or maintained by Contractor. All insurance policies and bonds Page 30 of 42 380 required by this Contract shall be issued by an insurance company, acceptable to the City and authorized to do business in the State of Florida with an A.M:Best rating of B+ or better. 13.2. Commercial General Liability. Contractor agrees to maintain Commercial General Liability at a limit of liability not less than $1,000,000.00 Each Occurrence $2,000,000.00 Annual Aggregate on a primary and non-contributory basis, including the City of Sunny Isles Beach as an Additional Insured. 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: • Premises and Operation; • Independent Contractors; • Products and/or Completed Operations Hazard; • Broad Form Property Damage • Broad Form Contractual Coverage applicable to this Contract, including any hold harmless and/or Indemnification Agreement; • Personal Injury Coverage with Employee and Contractual Exclusions removed, with minimum limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability; • $5,000,000 Umbrella/Excess Liability over and above and following the above mentioned General Liability & Business Automobile Liabilities. 13.3. Business Automobile Liability. Contractor agrees to maintain Business Automobile Liability at a limit of liability not less than $1,000,000.00 per Occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: Owned, Non -Owned & Hired automobiles, and Employer's Non -City ship. 13.4. Worker's Compensation & Emoloyer's Liability. Contractor agrees to maintain Worker's Compensation & Employers Liability Insurance in accordance with Florida Statutes, including Employer's Liability of $1,000.000.00 13.5. Environmental Pollution Insurance. Contractor shall maintain Environmental Pollution Insurance for pollution -related incidents, including the cost of cleaning up a site after a pollution -related incident, with limits not less than $500,000.00 per occurrence, with a deductible not greater than $100,000.00. An additional form or endorsement to the Commercial General Liability Insurance to include Environmental Pollution Insurance coverage providing the specified coverage is acceptable. 13.6. Builder's Risk Insurance. Contractor, prior to notice to proceed or commencement of Work, whichever occurs first, agrees to maintain Builder's Risk insurance with an amended policy period not less than the Contract Time, plus three (3) months, affording coverage to protect the insurable interests of the City, Contractor, sub -contractors, including property acquired under a Page 31 of 42 381 sales tax incentive program, property in transit, and property on or off -premises, which shall become part of the Work. Coverage shall be written on an All -Risk, Replacement Cost, and Completed Value Form basis in an amount at least equal to one -hundred 100% of the projected completed value of the Work, as well as subsequent modifications of that sum due to Change Orders, with a deductible of not more than $50,000.00 per claim. . 13.7. Additional Insured Endorsement. Contractor agrees to endorse the City as an Additional Insured on the Commercial General Liability with the following Additional Insured endorsement, or similar endorsement providing equal or broader Additional insured coverage, the CG 2010 07 04 or GC 2010 0413 Additional Insured - Owners, Lessees, or Contractors — Scheduled Person or Organization endorsement in combination with the additional endorsement GC 20 3710 01 or GC 20 37 04 13 Additional Insured — Owners, Lessees, or Contractors — Completed Operations. The name of the organization endorsed as Additional Insured for all endorsements shall read "City of Sunny Isles Beach". 13.8. Waiver of Subrogation. Contractor agrees by entering into this written Contract to a Waiver of Subrogation in favor of the City, Contractor, Sub -Contractors, Architects, or Engineer for each required policy providing coverage during the life of this Contract. When required by the insurer, or should a policy condition not permit the Contractor to enter into a pre -loss Contract to waive subrogation without an endorsement, the Contractor agrees to notify the insurer and request the policy be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or an equivalent endorsement. This Waiver of Subrogation requirement shall not apply to any policy, which includes a condition that specifically prohibits such an endorsement, or voids coverage should the Contractor enter into such Contract on a pre -loss basis. 13.9. Right to Revise or Reject. Contractor agrees the City reserves the right, but not the obligation, to review or revise any insurance requirement, not limited to limits, coverages and endorsements based on insurance market conditions affecting the availability or affordability of coverage; or changes in the scope of work / specifications affecting the applicability of coverage. Additionally, the City reserves the right, but not the obligation, to review and reject any insurance policies failing to meet the criteria stated herein, or any insurer(s) providing coverage due of its poor financial condition or failure to operating legally in the State of Florida. In such events, City shall provide Contractor written notice of such revisions or rejections. 13.10. Certificate of Insurance. Contractor agrees to provide City a Certificate of Insurance evidencing that all coverages, limits and endorsements required herein are maintained and in full force and effect, and Certificates of Insurance shall provide a minimum thirty (30) day endeavor to notify, when a manuscript notice endorsement is available by Contractor's insurer. If the Contractor receives a non -renewal or cancellation notice from an insurance carrier affording coverage required herein, or receives notice that coverage no longer complies with the insurance requirements herein, Contractor agrees to notify the City by fax or email within five (5) business days with a copy of the non -renewal or cancellation notice, or written specifics as to which coverage is no longer in compliance. The Certificate Holder(s) address shall read: Original to: City of Sunny Isles Beach Risk Management Division Attn: Risk Manager Page 32 of 42 382 18070 Collins Avenue Sunny Isles Beach, FL 33160 YLondono@sibfl.net 13.11. Other Terms. City shall have the right, but not the obligation, of prohibiting Contractor from entering the Project site until a new Certificate of Insurance is provided to the City evidencing the replacement coverage. The Contractor agrees the City reserves the right to withhold payment to Contractor until evidence of reinstated or replacement coverage is provided to the City. If the Contractor fails to maintain the insurance as set forth herein, the Contractor agrees the City shall have the right, but not the obligation, to purchase replacemehtunsurance, which the Contractor agrees to reimburse any premiums or expenses incurred by the City. ARTICLE XIV MISCELLANEOUS 14.1 Governing Law/Jurisdiction/Venue 14.1.1. The Contract shall be governed by the laws of the State of Florida. Except as set forth in Article 7, should the parties be involved in legal action arising under, or connected to, this Contract, each party will be responsible for its own attorneys' fees and costs. The venue for any litigation will be Miami -Dade County, Florida. 14.2 Successors and Assigns 14.2.1. The City and Contractor bind themselves, their successors, assigns and legal representatives to the other party hereto and to successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in this Contract. The Contractor shall not assign this Contract without written consent of the City. As a condition to any assignment, the assignee shall agree in writing to complywith and be bound by all of the terms, covenants, conditions, provisions and agreements in this Contract. 14.3 Public Construction Bond 14.3.1. The Contractor shall furnish a Public Construction Bond to the City, to include payment and performance, in an amount not less than one hundred percent (100%) of the Contract Price. The bond furnished by the Contractor shall incorporate by reference the terms of the Contract as fully as though they were set forth verbatim in such bonds. In the event the Price is adjusted by Change Order executed by the Contractor, the penal sum of the bond shall be deemed increased by like amount. The bond furnished by the Contractor shall be in form required by the City and in conformity with Section 255.05, Florida Statutes, shall be recorded in the Public Records of Miami -Dade County before construction commences, and shall be executed by a surety, or sureties, reasonably suitable to the City. Page 33 of 42 383 14.4 Non -Discrimination 14.4.1. The Contractor agrees to comply with all local and state civil rights ordinances and with Title VI of the Civil Rights Act of 1984 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Title 1 of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11248 as amended by Executive Orders 11375 and 12086. The Contractor will not discriminate against any employee or applicant for employment because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or status with regard to public assistance. The Contractor will take affirmative action to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this non- discrimination clause. The Contractor agrees to comply with any Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 708), which prohibits discrimination against the handicapped in any Federally assisted program. 14.5 Discriminatory Vendor List 14.5.1. Pursuant to Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity. By execution of this Contract, Contractor represents that it has not been placed on the discriminatory vendor list as provided in Section 287.134, Florida Statutes. 14.6 Public Entity Crimes 14.6.1. Pursuant to Section 287.133, Florida Statutes, a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. By execution of this Contract, Contractor represents that it has not been placed on the convicted vendor list as provided in Section 287.133, Florida Statutes. Page 34 of 42 384 14.7 Scrutinized Comoanies 14.7.1. Pursuant to Florida Statutes Section 287.135, and subject to limited exceptions contained therein, a company is ineligible to, and may not, bid on, submit a proposal for, or enter into or renew a contract with an agency or local governmental entity for goods or services if at the time of bidding, submitting a proposal for, or entering into or renewing a contract, the company is on the Scrutinized Companies that Boycott Israel List or is engaged in the boycott of Israel. Contractors must certify that the company is not participating in a boycott of Israel. Any contract for goods or services of One Million Dollars ($1,000,000) or more shall be terminated at the City's option if it is discovered that the company submitted a false certification, or at the time of bidding, submitting a proposal for, or entering into or renewing a contract, is listed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, created pursuant to Florida Statute Section 215.473, or is or has been engaged in business operations in Cuba or Syria, after July 1, 2018. Any contract entered into or renewed after July 1, 2018 shall be terminated at the City's option if the company is listed on the Scrutinized Companies that Boycott Israel List or engaged in the boycott of Israel. Contractors must submit the certification that is attached to this agreement as Exhibit "B." Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to the Contractor of the City's determination concerning the false certification. The Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination was in error. If the Contractor does not demonstrate that the City's determination of false certification was made in error, then the City shall have the right to terminate the contract and seek civil remedies pursuant to Florida Statute Section 287.135. 14.8. E-Verify 14.8.1. Florida Statute 448.095 directs all public employers, including municipal governments, to verify the employment eligibility of all new public employees through the U.S. Department of Homeland Security's E-Verify System, and further provides that a public employer may not enter into a contract unless each party to the contract registers with and uses the E-Verify system. Florida Statute 448.095 further provides that if a Contractor enters into a contract with a subcontractor, the subcontractor must provide the Contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. In accordance with Florida Statute 448.095, Contractor is required to verify employee eligibility using the E-Verify system for all existing and new employees hired by Contractor during the contract term. Further, Contractor must also require and maintain the statutorily required affidavit of its subcontractors. It is the responsibility of Contractor to ensure compliance with E-Verify requirements (as applicable). To enroll in E-Verify, employers should visit the E-Verify website (https://www.e-verify.gov/employers/enrolling-in-e-verify) and follow the instructions. The Contractor must retain the 1-9 Forms for inspection, and provide the attached E-Verify Affidavit, attached hereto as Exhibit "C." Page 35 of 42 385 14.9 Human Trafficking 14.9.1. Pursuant to Section 787.06, Florida Statutes, entitled "Human Trafficking;' a governmental entity cannot execute, renew, or extend a contract with 'a nongovernmental entity that uses coercion for labor or services, as defined in Section 786.06(2), Florida Statutes. Contractor must submit the affidavit that is attached to this agreement as Exhibit "D," signed by an officer or an authorized representative of the Contractor, under penalty of perjury, attesting that Contractor does not use coercion for labor or services as defined in Section 786.06(2), Florida Statutes. Submitting a false certification shall be deemed a material breach of contract. 15.1 Notice 15.1.1. In order for a notice to a party to be effective under this Contract, notice must be sent via U.S. certified mail, overnight delivery, or hand delivery to the addresses listed below and shall be effective upon mailing if sent by certified mail or overnight delivery and effective upon receipt if hand delivered. The addresses for notice shall remain as set forth herein unless and until changed by providing notice of such change in accordance with the provisions of this Section. If to Contractor: Jorge Lopez, President 7925 NW 12 Street, Suite 321 Doral, FL 33126 (786)608-1406 info@waygointci.com If to City: Stan Morris, City Manager 18070 Collins Avenue Sunny Isles Beach, FL 33160 (305) 792-1701 smorris@sibfl.net With a copy to: City Attorney City Attorney's Office 18070 Collins Avenue Sunny Isles Beach, FL 33160 aboileau(@nenlaw.com ARTICLE XV WAIVER OF JURY TRIAL 16.1. City and Contractor hereby knowingly, irrevocably, voluntarily and intentionally waive any right either may have to a trial by jury in respect to any action, proceeding, lawsuit or counterclaim based upon the Contract, arising out of, under, or in connection with the construction of the Work, or any course of conduct, course of dealing, statements (whether verbal or written) or the actions or inactions of any party. Page 36 of 42 386 AS TO CONTRACTOR: WAYPOINT CONTRACTING, INC. By: STATE OF FLORIDA: COUNTY OF MIAMI-DADE: Jorge The foregoing Instrument was acknowledged before me by means of physical presence or El online notarization, this -Z7, day of Mom; 2025, by Jorge Lopez, IS President of Waypoint Contracting, Inc. Alpy'i ► (SEAL) Nato stateol"loriaa star ublic, �• a of Florida C=Inlen A HH 46i5�; taM1 MyCamm.ExpiresOn 1s, 2027 (Sign ture of Notary Public) danced dmro Nadanal Naary Aan, - I�O[AAeu, � liYlrt •n A � (Print, Type, or Stamp Commissioned Name of Notary Public) Personally Known )6 or Produced Identification Type of Identification Produced: [ADDITIONAL SIGNATURE PAGE TO FOLLOW] Page 37 of 42 r AS TO CITY: ATTEST: ' I A CITY OF SUI'ONY IALES BEACH BYs . BY: Nlauri io Betanc r Larlsa Wechin, Mayor CMC City Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY: BY: Department Head lain E. Boileau, for Nabors, Giblin & Nickerson, P.A., City Attorney Page 38 of 42 m ID on-lv Page 39 of 42 Page 40 of 42 �r CONTRACTOR ANTI-11OYCQ'1"r CERTIFICATION iPuRsUAw TO FLoRwA STATUTE § 287.1351 I, Jorge Lopez , on behalf of Waypoint Contracting, Inc Print Name Company Name certifies that wayPoint Contracting, Inc does not: Company Name 1. Participate in a boycott of Israel; and 2. Is not on the Scrutinized Companies that Boycott Israel list; and 3. Is not on the Scrutinized Companies with Activities in Sudan List; and 4. Is not on the Scrutinized Companies with Activities in the Iran Terrorism . Sectors List; and 5. Has not engaged in business operations in Cuba or Syria Title 4.21.2025 Date Page 41 of 42 Florida Statute 448.095 directs all public employers, including municipal governments, to verify the employment eligibilty of all new public employees through the U.S. Department of Homeland Security's E- Verify System, and further provides that a public employer may not an into a contract unless each party to the contract registers with and uses the E :Verify system. Florida Statute 448.005 further provides that if •a contractor enters into a contract with a subcontractor, the subcontractor must provide the cantractor'wlth an affidevit stating that the subcontractor does not employ, contract with, or subcontract with an unauthdrized alien. In accordance with Florida Statute 440,096, all contractors doing business with the City of Sunny Isles Beach are required to verify employee eligibility using the E-Verify system for all existing and new employees hired by the contractor during the contract term. Further, the contractor must alsa require and maintain the statutorily required atifidavit of fts suboorrtractors. It is the responsibility of the awarded vendor to ensure complfancewith E-Verify requirements (as applicable), To enroll in Eberify, employers should visit the E Verify website{httos://www.e-varifv.gov/enioloyers/enrolline-in-e-verifvi and follow the Instructions. The contractor muss, as usual, retain the 1-9 Forms for inspection'. By WWI; your signature below you hereby affirm that you.will comply with Verify requirements. Inc Jorge 89-4602789 Federal Employer IdenBficatiod Number (FEIN) Date President Title Swom to and subscribed before me on thle this 22 day of _ rr rt 200 By iC Is personally known to me ❑ Has produced identification (type of Identification producsd: AV'ANA FERNAN Signatuo ofNeP blic NOtarYPublk.StateofF.rurfda s Ccsnmissian f ifN agr 641 3dad Carom. E "'A Oat thraughNathmai.rotdrYgssni5, 7027 ort. Print or Stamp of Notary Public Expiration' DbW Page 42 of 42 s�Nrer lr< _•' Affidavit of Compliance with Anti -Human Trafficklnp Laws The undersigned, on behalf of the entity listed below (-Entity's, hereby attests, under penalty of perjury, as follows: 1. Entity does. not use coercion for labor or services as defined in Section 787.06, Florida Statutes. (Sour: § 787.06 (13), Florida Statutes Human Trafficking). 2. The undersigned is authorized to execute th Date: April21 , 2022 Entity: Waypoint Contmcding. Inc STATE OF COUNTY OF f4i'"' �t . Signed Name: Title: President The foregoing instrument was acknowledged before me, by means ofPLphyslcal presence or 0 online notarization, this day of Av 20 s�, by as k'�-t- for -K I K c , who Is personally known to me or who has produced U as Identification— ! t Notary Public Signature: Print Name: AaM .A, Q411,0n,,k� ` = jj .sue° 'N A4ANARMANDEz Commission d HH 451541 Ay Comm. Expires Oct 15, 2027 " 3orcod throush National Notary dssft State of FI My commission expires: OLt I 1 0 Z :�- F4.C��4aS�'r `Tr 9F 500 TT� TO: VIA: FROM: DATE: RE: City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 (305) 947-0606 City Hall (305) 949-3113 Fax MEMORANDUM Honorable Mayor and City Commissioners Stan Morris, City Manager Genesis Cuevas, Purchasing Manager February 19, 2026 Approval of a First Amendment with Waypoint Contracting, Inc. for Construction of the Government City Annex RECOMMENDATION: Staff recommends the approval of this Resolution. REASONS: On January 24, 2025, the city issued ITB # 25-01-01 titled City Annex Building Construction Renovations. The solicitation was uploaded on DemandStar.com, and distributed to over 1,000 contractors, in which 69 became Planholders. 11 On March 5, 2025, the City received nine (9) electronic bid submissions. Upon review of each bid, the recommendation was to award and enter into agreement with Waypoint Contracting, Inc., as the lowest responsive and responsible bidder. Waypoint's bid was $3,720,365 and the next responsive bidder was $3,953,808.11. The original contract award was for a substantial completion within 210 Calendar days & final completion within 240 calendar days. The NTP was issued on July 23, 2025, and brings us to March 20, 2026. This amendment requests an additional 156 calendar days, extending final completion to August 23, 2026. On December 13, 2024, the City received a cost estimate from BEA Architects totaling $4,024,062.90, Item Number: 9.Q 900 inclusive of contingency. To remain within the engineer's estimate, the Waypoint contract was awarded at $4,020,365, which included a $300,000 contingency, an amount below typical industry standards. Due to multiple field initiated change orders, the City is requesting an additional $299,108.78, resulting in a total contingency of $599,108.78. This contingency level remains within industry norms for a project of this type and complexity, as construction contingency in 2026 may be up to 15% of the total project budget depending on market conditions. Approved Change Orders include: • Removal of foundations and concrete slab in the dumpster.area • Contract reduction of $262,000 for direct purchase of furniture • TECO fees associated with construction of the new gas line • Concrete slab repairs • Construction of anew wall following demolition • Furnishing and installing additional mechanical fixtures and rooftop ductwork for exhaust fans • Labor and materials to install additional furring and drywall in restrooms to accommodate revised plumbing layouts • Demolition and reconstruction of concrete beams at three locations • Installation of new lighting fixtures • Additional roof drain installation • Structural lintel modifications at door openings ADDITIONAL FNFORMATION: Why Action is Necessary: Pursuant to Chapter 62, Section 62-13 Exception to Bid Requirements, (C) Bids and Contracts from Other entities, and Section 62-7, the City Manager is authorized to procure all supplies, materials, equipment, and services from other governmental units, when the best interests of the City would be served subject to the requirement that any purchase in excess of $50,000 requires City Commission approval. Copies of the complete contract, including all exhibits and attachments, are on file with the Office of the City Clerk and are available upon request. FUNDING SOURCE: Funds have been appropriated in account 140-4-5150-463000-00000 and 300-5-5390-465000-33001. ATTACHMENTS: Resolution First Amendment - Waypoint Contracting Item Number: 9.Q 901