12-C. GENERAL CONDITIONS.pdf

CONDITIONS OF THE CONTRACT

A. GENERAL CONDITIONS

ARTICLE 1 – CONTRACT DOCUMENTS

Except for Titles, Subtitles, Headings, Running Headings, Table of Contents, and Indices (all of which are printed herein merely for convenience), the following, except for such portions that may be specifically excluded, constitute the Contract Documents:

1.1 BIDDING REQUIREMENTS – INSTRUCTIONS TO BIDDERS

1.2 CONDITIONS OF CONTRACT

A. GENERAL CONDITIONS

B. SPECIAL CONDITIONS

C. PROJECT-SPECIFIC CONDITIONS

1.3 BID PROPOSAL DOCUMENTS includes the Bid Proposal Form and the documents below and any documentation submitted prior to the Notice to Apparent Low Bidder.

BID BOND FORM

FLORIDA TRENCH SAFETY ACT CERTIFICATION AND DISCLOSURE STATEMENT FORM

CONFLICT OF INTEREST DISCLOSURE FORM

CERTIFICATION OF UNDERSTANDING (NPDES AND PPCP)

CONTRACTOR RESPONSIBILITY SURVEY FOR ENGINEERING AND CONSTRUCTION

SERVICES

1.4 AGREEMENT

1.5 DOCUMENTS (SAMPLES OF REQUIRED POST-AWARD FORMS):

PUBLIC CONSTRUCTION BOND FORM

PAYMENT BOND FORM

CERTIFICATE OF INSURANCE

ENDORSEMENT

APPLICATION FOR PAYMENT – FORM

Attachment 1 – Disputes viz. prior application Attachment 2 – Disputes viz. current application Schedule of Values

CONTRACTOR’S AFFIDAVIT OF PAYMENT OF DEBT AND CLAIMS

SUBCONTRACTOR WAIVER OF LIEN AGAINST PAYMENT BOND (PROGRESS AND FINAL)

CHANGE ORDER FORMS

CONSENT OF SURETY TO CHANGE ORDER

ALLOWANCE AUTHORIZATION RELEASE (AAR) FORM

CONSENT OF SURETY TO FINAL PAYMENT

1.6 The Executed Bid, Payment and Performance Bonds.

1.7 All Addenda Issued by the County.

1.8 The original Specifications and Drawings.

1.9 All Supplemental Drawings Issued After Award of the Agreement.

1.10 All Field Orders, AARs, and/or Change Orders issued after

Award of the Agreement.

1.11 Site Examination

ARTICLE 2 – DEFINITIONS

The following words and expressions shall, wherever they appear in the Contract Documents be construed as follows.

2.1 Addenda. Written or graphic instruments issued prior to the opening of Bids that clarify, correct, or change the Contract Documents.

2.2 Agreement. The principal written agreement between the COUNTY and the CONTRACTOR that, along with the other Contract Documents, sets forth the respective rights and obligations of the parties. The Agreement will be attached to and made a part of these Contract Documents thereof.

2.3 Allowance Authorization Release (AAR). The written pre-approval of the

COUNTY ADMINISTRATOR or his designee for Allowance Work.

2.4 Allowance Work. That additional or revised work described in Article 21 of these

General Conditions of the Contract.

2.5 Application for Payment. The formal written request of a CONTRACTOR for a or final payment, which is to include such supporting documentation as may be required by the Contract Documents and which is to be submitted on the most recent COUNTY- approved form.

2.6 Beneficial Occupancy. The status of completion of a specified portion of the

Project which (in the opinion of the DIRECTOR, upon recommendation by the

PROJECT MANAGER, as evidenced by a Certificate of Beneficial Occupancy) is sufficiently complete, in accordance with the Contract Documents, so that the COUNTY may utilize that portion for the purposes for which it was intended, when said use will not significantly interfere with the construction of the remaining (uncompleted) part of the Project.

2.7 Bid Proposal. The offer or proposal of the BIDDER submitted on the prescribed form setting forth the price(s) for the Work to be performed.

2.8 Bidder. Any natural person, partnership, corporation, limited liability company, or any other legal entity submitting a Bid Proposal for the Work.

2.9 BOARD. Shall mean the Board of County Commissioners of Pasco County, Florida.

2.10 Bonds. Bid, Performance, Payment, Warranty Bonds, and other instruments of security furnished by the CONTRACTOR and the SURETY for the CONTRACTOR in accordance with the Contract Documents.

2.11 Change Order. A written order signed by the Chairman of the Pasco County

Board of County Commissioners or in the alternative, the COUNTY ADMINISTRATOR, (to the extent provided for under the COUNTY’S Purchasing Ordinance and Articles 8 and 21 of the General Conditions of the Contract Documents), authorizing an addition, deletion or revision in the Work or an adjustment in the Contract Price or the Contract Time issued after execution of the Agreement.

2.12 Contract Documents. The Agreement between the parties and all other documents delineated in Article I of these General Conditions of the Contract.

2.13 CONTRACTOR. The successful BIDDER, whether a natural person, partnership, corporation, limited company, or any other legal entity or combination thereof, with whom the BOARD has entered into the Agreement.

2.14 Contract Price. The total monies payable by the COUNTY to the CONTRACTOR under the Contract Documents.

2.15 Contract Time. The number of calendar days stated in the Agreement for

Completion of the Work and for performance of any Allowance Work hereunder, as amended by one or more approved Change Orders. The first day of the Contract Time shall be the date the Chairman of the BOARD executes the Agreement on behalf of the COUNTY, unless otherwise specified in the Contract Documents.

2.16 Cost of Work. With respect to Change Orders, the costs necessarily incurred and paid by the CONTRACTOR in the proper performance of the change order work, as delimited and restricted by Article 15 of these General Conditions of the Contract.

2.17 COUNTY. The BOARD and the BOARD acting by and through its authorized designees, agents and employees.

2.18 COUNTY ADMINISTRATOR. The County Administrator of Pasco County, Florida, acting directly or through duly authorized representatives, which representatives are acting exclusively within the scope of the duties and authority assigned to them as set forth in the Contract Documents. Pursuant to the Pasco County Code of Ordinances, the County Administrator shall have direct authority to execute all written Change Orders involving name changes of the CONTRACTOR; the assignment by the CONTRACTOR to another entity of its obligations under this Contract; and for time extensions only for completion of the Work, provided they are in conformance with the law and applicable, policies, rules and regulations as well as for emergency purchases under the Pasco County Code of Ordinances. The COUNTY ADMINISTRATOR is also specifically authorized to execute unilateral Change Orders up to the amount of the Allowance time and funds approved for this Project.

2.19 COUNTY ENGINEER. The Director of Engineering Services of Pasco County, Florida, acting directly or through duly authorized representatives, which representatives are acting exclusively within the scope of the duties and authority assigned to them.

2.20 COUNTY PURCHASING DIRECTOR. The Purchasing Director of Pasco County, Florida, acting directly or through duly authorized representatives, which representatives are acting exclusively within the scope of the duties and authority assigned to them.

2.21 Day. One calendar day when used in the Contract Documents, measured from midnight to the next midnight, unless specified as a business day, in which case the term shall exclude Saturdays, Sundays, and holidays for which COUNTY offices is closed for business during any given calendar year.

2.22 Defective. An adjective which, when modifying the Work, refers to Work that is unsatisfactory, faulty, deficient, or otherwise does not conform to the Contract

2.23 DEPARTMENT. Except as otherwise modified, a term that refers to the Branch, Division, Department or Office within the COUNTY that is administering the Project.

2.24 DIRECTOR. Except as otherwise modified, a term that refers to the

Administrator or Director of the Branch, Division, Department or Office initiating and managing the Project or the authorized designee thereof.

2.25 Draft Payment Request. The draft of an Application for Payment, utilizing the most current COUNTY-approved Application for Payment form and designated by the word “DRAFT” in the top-right corner of each page thereof, submitted by a CONTRACTOR to the PROJECT MANAGER in advance of, and as a condition precedent to, the submission by the CONTRACTOR of the Application for Payment, for the purpose of identifying and resolving possible errors which could cause any or all amounts of the Application for Payment to be rejected as disputed pursuant to the Florida Prompt Payment Act, Florida Statutes Section 218.735.

2.26 Drawings. The drawings that show the character and scope of the Work to be performed and which have been prepared or approved by the PROFESSIONAL.

2.27 Equal/Equivalent. A product, service, component, or system that is demonstrated to the satisfaction of the DIRECTOR, upon the recommendation of the PROJECT MANAGER, to be equal to the product service, component or system specified. The DIRECTOR shall be the sole judge of acceptability of a proposed Equal/Equivalent.

2.28 Field Order (FO). A written direction to the CONTRACTOR from the

PROFESSIONAL that modifies Drawings and Specifications without changing Contract Price or Contract Time.

2.29 Final Acceptance. The acceptance of the Work by COUNTY as evidenced by the signature of the PROJECT MANAGER and the DIRECTOR upon the Certificate of Final Completion form. Final Acceptance shall be deemed to have taken place only if and when such signature is affixed to such certificate. The Certificate of Final Completion shall be signed only after the PROJECT MANAGER and the DIRECTOR have assurance by tests, inspection, or otherwise that all of the provisions of the Contract Documents have been carried out. Final Acceptance may also require inspection by certain regulatory agencies.

2.30 Final Total Bid Price. The ultimate bid price to be used by the COUNTY in its determination of the lowest and best Bid Proposal, which shall be calculated by the COUNTY based on the Total Bid Price submitted by a BIDDER and which may include the addition or deletion of Alternates included in the Alternate Bid Schedule submitted by the BIDDER in the Bid Proposal, as well as any allowances established and approved by the COUNTY. Upon acceptance and award of the bid, the Final Total Bid Price shall form the basis for the initial Contract Price.

2.31 Final Completion. The status of completion of the Work such that, in the opinion of the DIRECTOR, upon the recommendation of the PROJECT MANAGER, as evidenced by a definitive and duly executed Certificate of Final Completion, all Work has been completed in accordance with the General Documents, and there remain no outstanding and unfinished Punch List items.

2.32 Non-conformance Report (NR). A written notice from the PROJECT

MANAGER to the CONTRACTOR reporting on an aspect of defective work that requires the immediate correction of the same by the CONTRACTOR.

2.33 Notice. Any notice required or permitted by the Contract Documents. Said

Notice shall be in written form. Notice shall be served upon the CONTRACTOR at the place of business given in the Contract Documents. Notice to the COUNTY shall be served at the office of the DIRECTOR.

2.34 Notice to Proceed (NTP). The written notice issued to the CONTRACTOR by the

PROJECT MANAGER, upon the instructions of the DIRECTOR, to begin the Work.

2.35 Notice to Procure (NTPr). The written notice issued to the CONTRACTOR by the PROJECT MANAGER, upon the instructions of the DIRECTOR, to begin to source, procure and schedule delivery of materials, supplies, manufactured articles, and equipment necessary to complete the Work.

2.36 Notice of Suspension. The written notice issued to the CONTRACTOR by the

PROJECT MANAGER, upon the instructions of the DIRECTOR, to suspend the Work pursuant to paragraph 16.1 of Article 16 of these General Conditions of the Contract.

2.37 Notice of Termination. The written notice issued to the CONTRACTOR by the

PROJECT MANAGER, upon the instructions of the DIRECTOR, to terminate the Work for reasons other than the convenience of the COUNTY, pursuant to paragraph 16.2 of Article 16 of these General Conditions of the Contract.

2.38 Notice of Termination of Convenience. The written notice issued to the

CONTRACTOR by the PROJECT MANAGER, upon the instructions of the DIRECTOR, to terminate the Work for the convenience of the COUNTY pursuant to subparagraph 16.2.3 of Article 16 of these General Conditions of the Contract.

2.39 Notice to Apparent Low Bidder. The written notice issued by the COUNTY to the apparent low BIDDER, directing said BIDDER to complete the Contractor’s Responsibility Survey and execute and submit the Agreement for possible submission to the BOARD.

2.40 Pay Quantity. When applicable, the estimated quantity multiplied by the unit price for each pay item specified in the Bid Proposal.

2.41 Procurement. The activity of sourcing, procuring, and scheduling delivery of materials, supplies, manufactured articles and equipment necessary to complete the Work.

2.42 Professional. The professional architectural/engineering firm designated to perform the design and/or resident engineer services for the Work by a prior agreement entered into between the COUNTY and said firm, or the COUNTY ENGINEER on those occasions when, and to the extent that, COUNTY shall perform the design and/or resident engineer services for the Work of a portion thereof.

2.43 Project. The total construction activities comprising the Work to be provided under the Contract Documents, in whole or in part as indicated elsewhere in the Contract Documents.

2.44 Project Manager (PM). A natural person employed by the COUNTY and assigned to manage and administer the Project that is the subject of the Contract Documents. The PROJECT MANAGER may designate in writing a PROJECT REPRESENTATIVE to perform certain duties and responsibilities as maybe set forth in the Special Conditions.

2.45 Project Representative (PR). A natural person employed by the COUNTY and designated in writing by the PROJECT MANAGER, with the written concurrence of the DIRECTOR, to perform certain duties and responsibilities as set forth in the Special Conditions.

2.46 Punch List. A detailed list of Work remaining after Substantial Completion prepared or approved by the PROJECT MANAGER with the consent of the DIRECTOR that the CONTRACTOR must complete to achieve Final Completion and a prerequisite to Final Acceptance.

2.47 Schedule. A plan for performing Work or achieving an objective.

2.48 Schedule of Values. A statement furnished by the CONTRACTOR to the COUNTY reflecting the portions of the Contract Price sum allotted for the various parts of the Work and used as the basis for reviewing the applications of the CONTRACTOR for progress payments.

2.49 Site. The area(s) on which the operations of the CONTRACTOR are carried out and such other adjacent areas that may be designated as such by the Contract

2.50 Specifications. Those portions of the Contract Documents consisting of written

(general or detailed) technical descriptions of materials, equipment, construction systems, standards, and workmanship as applied to the Work and certain administrative details applicable thereto.

2.51 Subcontractor. Any natural person, partnership, corporation, limited liability company, or other legal entity or combination thereof, other than employees of the CONTRACTOR, who contracts with the CONTRACTOR to furnish labor, materials, and/or equipment for the Work.

2.52 Submittals. All drawings, diagrams, illustrations, schedules, samples, test results, and other data which are specifically prepared by a CONTRACTOR, SUBCONTRACTOR, manufacturer, fabricator, supplier, or distributor to illustrate some portion of the Work and all such illustrations, brochures, standard schedules, performance charts, instructions, diagrams, and other information submitted by CONTRACTOR to illustrate material or equipment for some portion of the Work.

2.53 Substantial Completion. The status of completion of the Work which, in the opinion of the DIRECTOR, upon recommendation of the PROJECT MANAGER, as evidenced by a definitive Certificate of Substantial Completion, is sufficiently complete, in accordance with the Contract Documents, so that the Work can be utilized for the purposes for which it was intended. All tests and/or reports required to verify the Project’s compliance with the Contract Documents must be provided as a condition precedent to the COUNTY’S issuance of a Certificate of Substantial Completion.

2.54 Substitution. A product, service, component, or system that is not equal to that delineated in the Specifications, but which is proposed by the CONTRACTOR in lieu thereof. The acceptability of a Substitution shall be based on the data submitted and the benefit of the COUNTY, including, but not limited to, appropriate adjustments in price. The PROJECT MANAGER shall make a recommendation to the DIRECTOR with respect to any proposed substitutions, and the DIRECTOR shall be the sole judge of acceptability of any Substitution.

2.55 Supplemental Drawings. The drawings issued after the execution of the

Agreement to explain further, to illustrate, or to show changes in the Work.

2.56 Surety. Any business entity that executes, as Surety, the Bid, Performance, Payment, or Warranty Bonds submitted by or on behalf of a CONTRACTOR.

2.57 Total Bid Price. The total price for which a BIDDER proposes to complete the

Work, as submitted by a BIDDER in a Bid Proposal to the COUNTY, based on the Bid Schedule included with the Bid Proposal, but exclusive of adjustments by the COUNTY for Alternates listed in the Alternative Bid Schedule included in the Bid Proposal, and exclusive of any Allowances by the COUNTY.

2.58 Work. The work to be performed under this Agreement shall consist of Procurement, furnishing all plant, tools, equipment, materials, supplies, and manufactured articles and for furnishing all transportation and service, including fuel, power, water, and essential communications, and for the performance of all labor, work or other operations required for the fulfillment of the Agreement in strict accordance with the specifications, schedules, drawings and other Contract Documents as herein defined, all of which are made a part hereof, and including such detailed sketches as may be furnished by the PROFESSIONAL from time to time during construction in explanation of said Contract Documents. The Work shall be complete, and all work, materials, and services not expressly shown or called for in the Contract Documents which may be necessary for the complete and proper construction of the Work in good faith shall be performed, furnished, and installed by the CONTRACTOR as though originally so specified or shown, at no increase in cost to the COUNTY.

ARTICLE 3 –PRELIMINARY MATTERS

3.1 Delivery of Bonds and Other Documents. When the BIDDER delivers the executed

Agreement to the COUNTY, Payment and Performance Bonds shall be delivered as may be required in accordance with these Contract Documents. Subsequent to the COUNTY’s execution of the Agreement and as a strict precedent to the issuance of a Notice to Proceed for the WORK, the BIDDER must deliver to the COUNTY a certified copy of the recorded bonds, along with a Project schedule, a schedule of values and a Maintenance of Traffic plan for County review and approval on or before the date of the pre-construction meeting. A Warranty Bond on the completed Work, to ensure that the Warranty obligations of the CONTRACTOR will be fulfilled, shall be delivered to the COUNTY in accordance with these Contract Documents as a prerequisite to the issuance of a Certificate of Substantial Completion, unless such coverage has otherwise been provided under the express terms of a Performance Bond. UNLESS

THE DIRECTOR OR PURCHASING DIRECTOR HAS GRANTED AN EXTENSION OF TIME

TO THE CONTRACTOR, THE FAILURE OF THE CONTRACTOR TO SUBMIT BONDS OR

ANY OTHER DOCUMENTATION REQUIRED BY THESE CONTRACT DOCUMENTS TO

THE COUNTY IN A TIMELY MANNER SHALL CONSTITUTE GROUNDS FOR THE

TERMINATION BY THE COUNTY OF THE AGREEMENT FOR CAUSE.

3.2 Notice To Procure. Upon the date specified in the County’s written Notice to

Procure, the Contractor shall begin to source, procure, and schedule for delivery the materials, supplies, manufactured articles and equipment necessary for the Work. No other Work shall be performed until the County issues a Notice to Proceed.

3.3 Commencement of Contract Time. The Contract Time shall commence on the date specified in the County’s written Notice to Proceed. Such Notice will be issued by the COUNTY after execution of the Agreement by the Chairman of the BOARD on behalf of the COUNTY.

3.4 Commencement of the Project. The CONTRACTOR shall begin the Work on the date the Contract Time commences. No Work shall be done prior to the date on which the Contract Time commences. Any Work performed by the CONTRACTOR prior to date on which Contract Time commences shall be at the sole risk and expense of the CONTRACTOR.

3.5 Before Commencement of Each Part of the Work

3.5.1 Before undertaking each part of the Work, the CONTRACTOR shall carefully study and compare the Contract Documents and check and verify pertinent figures and all applicable field measurements. The CONTRACTOR shall promptly report in writing to the PROJECT MANAGER any conflict, error, or discrepancy that it may discover. However, the CONTRACTOR shall not be liable to the COUNTY for failure to report any conflict, error, or discrepancy in the Drawings or Specifications unless the CONTRACTOR had actual knowledge thereof, or if the CONTRACTOR, by the exercise of reasonable diligence, should have known thereof.

3.5.2 At or before the pre-construction conference, the CONTRACTOR shall submit to the PROJECT MANAGER a proposed preliminary progress schedule covering the activities of Work. The schedule shall also include start and completion dates of the various stages of the entire Work and a preliminary schedule of submittals. The preliminary schedule will be superseded by final schedules as called for in the Contract Documents.

The CONTRACTOR must also provide a schedule of values and a MOT Plan for COUNTY review and approval.

3.5.3 Except for Procurement, the CONTRACTOR or SUBCONTRACTORS shall perform no Work, and make no irrevocable commitments to vendors made, until the Contract Time commences.

3.6 Qualifications of Subcontractors, Vendors, and Suppliers

3.6.1 Within ten (10) days after receipt of Notice to Apparent Low Bidder, or prior to the award of the bid by the County (whichever is earlier) the CONTRACTOR shall submit to the PROJECT MANAGER a list of all SUBCONTRACTORS and all such other persons and organizations whom the CONTRACTOR intends to utilize in performing portion of the Work.

The CONTRACTOR shall indicate the corresponding line item as shown on the Schedule of Values under which each SUBCONTRACTOR will be working.

3.6.2 The CONTRACTOR agrees, within fourteen (14) days of receipt of a written request from DIRECTOR, to promptly remove from the Project any personnel employed or retained by the CONTRACTOR, whom DIRECTOR may request in writing to be removed, with or without cause.

Any substitution submitted by CONTRACTOR must be acceptable to the DIRECTOR and said substitution shall be at no additional cost to the

COUNTY.

3.6.3 The CONTRACTOR agrees, within fourteen (14) days of receipt of a written request from DIRECTOR, to promptly remove and replace any SUBCONTRACTOR employed or retained by the CONTRACTOR, whom DIRECTOR shall request in writing to be removed, with cause. If DIRECTOR requires the removal of any SUBCONTRACTOR, the CONTRACTOR shall submit a substitute acceptable to DIRECTOR and said substitution shall be at no additional cost to the COUNTY.

3.6.4 The CONTRACTOR may remove or replace a SUBCONTRACTOR employed or retained by the CONTRACTOR only with the prior written approval of the DIRECTOR. Said approval shall not be issued absent submission by the CONTRACTOR to the DIRECTOR of evidence, acceptable to the DIRECTOR, that the SUBCONTRACTOR to be removed or replaced has been paid in full for all services and material rendered by the SUBCONTRACTOR in connection with the Project.

3.7 Pre-construction Conference. Within ten (10) days following the award of bid by the

BOARD, a conference shall be held for review and acceptance of the preliminary schedules and other deliverable specified (see 3.4.2 above); to establish procedures for handling submittals and process Applications for Payment, and to establish a working understanding among the parties as to the Work. These items are discussed in greater detail in the Special Conditions and/or Technical Specifications.

ARTICLE 4 – CONTRACT DOCUMENTS; INTENT, CONFLICTS, INTERPRETATION AND

REUSE

4.1 Precedence

4.1.1 The Contract Documents comprise the entire agreement between the COUNTY and CONTRACTOR concerning the Work and may be altered only by Change Order.

4.1.2 It is the intent of the Contract Documents to describe the total Work to be constructed. The Contract Documents are complementary. What is called for by one is as binding as if called for by all. If the CONTRACTOR finds a conflict, error, or discrepancy in the Contract Documents, the CONTRACTOR shall call it to the attention of the PROFESSIONAL in writing before proceeding with the Work. The PROFESSIONAL shall respond with a written clarification as provided in Article 10. Any delays associated with the clarification shall be considered for time extensions only and no damages for delay will be allowed, absent fraud, bad faith, or active interference on the part of the COUNTY accompanied by actual malicious intent to delay. In resolving such conflicts, errors, and discrepancies, the Contract Documents shall be given precedence in terms of the most stringent requirements as determined by the DIRECTOR. Enforcement of the most stringent requirements shall be at the option of the COUNTY.

Figure dimensions on the Drawings shall govern over scale dimensions, and the detailed Drawings shall govern over general Drawings. Any Work that may reasonably be inferred from the Contract Documents as being required to produce the intended result shall be supplied whether or not it is specifically called for Work, materials, or equipment described in words that, so applied, have a well-known technical or trade meaning shall be deemed to have such recognized meaning.

4.2 Reuse of Documents. Neither the CONTRACTOR nor any

SUBCONTRACTOR, manufacturer, fabricator, supplier, or distributor shall have or acquire any title or ownership rights in any of the Drawings, Specifications, or other documents (or copies thereof) prepared by, or bearing the seal of, the PROFESSIONAL, and they shall not reuse any of them on extensions of the Project or in connection with any other project.

ARTICLE 5 – PROJECT CONDITONS

5.1 Availability of Lands

5.1.1 The COUNTY shall furnish, at the times indicated in the Contract Documents, the lands upon which the Work is to be done, rights-of-way for access thereto, and such other lands that are designated for use by the CONTRACTOR for the Project. The COUNTY shall obtain easements for permanent structures or permanent changes in existing facilities unless otherwise specified in the Contract Documents. If the CONTRACTOR believes that any delay in the furnishing of these lands or easements by the COUNTY constitutes a valid reason for an extension of the Contract Time, the CONTRACTOR may make a claim for such time extension as provided for in Articles 11 and 13 of these General Conditions of the Contract, but in no event will the CONTRACTOR be entitled to any damages or additional compensation for such delay, absent fraud, bad faith, or active interference on the part of the COUNTY accompanied by actual malicious intent to delay. The CONTRACTOR shall provide for all additional lands and access thereto that may be required for temporary construction facilities or storage of materials and equipment.

5.1.2 Upon request, the PROJECT MANAGER shall furnish to the

CONTRACTOR copies of all available boundary surveys and subsurface tests.

5.2 Unknown or Concealed Conditions

5.2.1 If conditions are encountered, excluding existing utilities, at the Site which are (1) subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents, or (2) unknown physical conditions, of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, then the CONTRACTOR shall give the COUNTY notice thereof promptly before conditions are disturbed and in no event later than 48 hours after first observance of the conditions. Failure to provide timely notice shall be considered a waiver by the CONTRACTOR of any claim relating to such unknown or concealed condition unless the COUNTY in its sole discretion allots some additional time for notice.

The PROJECT MANAGER and the PROFESSIONAL shall promptly investigate such conditions, and, if they differ materially and cause an increase or decrease in the cost of, or the time required for, performance of any part of the Work by the CONTRACTOR, the PROJECT MANAGER shall recommend to the DIRECTOR, for approval by the BOARD or the COUNTY ADMINISTRATOR, as authorized herein, an equitable adjustment in the Contract Price or Contract Time, or both. If the PROFESSIONAL and the PROJECT MANAGER determine that the conditions at the Site are not materially different from those indicated in the Contract Documents or are not materially different from those ordinarily found and that no change in the terms of the Agreement is justified, the PROJECT MANAGER shall notify the CONTRACTOR of the determination in writing. The Work shall be performed after the PROJECT MANAGER provides direction.

5.2.2 The CONTRACTOR shall ascertain such conditions, described in 5.2.1 as may be readily determined by inspection and inquiry, such as the location, accessibility, and general character of the Site, prior to submitting a Bid Proposal.

5.2.3 The basis of determining payment for unknown or concealed conditions involving excavation and/or fill shall be by representative cross-sections taken before, and after, the performance of the Work by the CONTRACTOR.

5.3 Reference Points. The PROFESSIONAL shall establish on the Drawings such general reference points as in its judgment will enable the CONTRACTOR to proceed with the Work. The CONTRACTOR shall establish the coordinates and elevations of two permanent benchmarks on the site. The CONTRACTOR shall establish construction control including, but not limited to construction baseline, any additional temporary benchmarks, and elevations at 1000-foot intervals by utilizing a registered land surveyor in compliance with all of the requirements of Chapter 472, Florida Statutes (Land Surveying). The CONTRACTOR shall be responsible for the layout of the Work, shall protect and preserve the established reference points and shall make no changes or relocations to them without the prior written approval of the PROFESSIONAL. The CONTRACTOR shall, within forty-eight (48) hours, give notice to the PROJECT MANAGER or Project Representative whenever any reference point is lost or destroyed or requires relocation because of necessary changes in grades or locations. The CONTRACTOR shall replace and accurately relocate all reference points so lost, destroyed, or moved by utilizing a registered land surveyor in compliance with all of the requirements of Chapter 472, Florida Statutes (Land Surveying).

5.4 Existing Utilities. Information shown on the Drawings as to the location of existing utilities has been prepared from the most reliable data available to the COUNTY. The provision of such information does not relieve the CONTRACTOR from performing its own due diligence regarding existing utilities. The CONTRACTOR also acknowledges that the COUNTY has no control over the relocation schedules of the effected utilities within the Project area. Prior to commencing Work, the CONTRACTOR shall be responsible for verification of the location of all underground utilities to the extent that the utilities can be reasonably located. The CONTRACTOR shall, at a minimum, contact all utility companies for the purpose of having all utilities located by the utility companies. The CONTRACTOR shall clear and grub those areas identified by the affected utility as essential to its work. Furthermore, the CONTRACTOR shall be responsible for discovery of existing underground installations, in advance of excavating or trenching, by contacting all local utilities, and by prospecting to ascertain that the utilities shown or otherwise identified are in the area shown.

When such exploratory excavations show the utility location as indicated on the drawings to be in error, the CONTRACTOR shall so notify the PROJECT MANAGER.

The COUNTY shall not be liable for any damage or delay caused by any utility line that was or could have been identified by the CONTRACTOR using reasonable means.

If the CONTRACTOR fails to fulfill its due diligence investigation or negligently conducts the due diligence investigation with respect to existing utilities prior to the commencement of Work, the CONTRACTOR will be deemed to have waived any claim the CONTRACTOR might otherwise have had to an adjustment of the Contract Price or Contract Time. If the CONTRACTOR fully performs a due diligence investigation with respect to existing utilities prior to the commencement of Work, and the CONTRACTOR is subsequently delayed by an unknown existing utility conflict, the CONTRACTOR may make a claim for an extension to the Contract Time in accordance with the requirements of the Contract Documents, but in no event will the CONTRACTOR be entitled to any damages or additional compensation from the

ARTICLE 6 – BONDS AND INDEMNIFICATION

6.1 Bonds.

Payment and Performance Bonds. The CONTRACTOR shall execute a Performance

Bond and a Payment Bond as shown in the Sample Required Post-Award Forms or furnish acceptable alternative forms of security as stipulated in the Instruction To Bidders as security for the faithful performance and payment by the CONTRACTOR of all obligations of the CONTRACTOR under the Contract Documents. The CONTRACTOR shall cause each such bond (or acceptable alternative) to be in an amount equal to 100% of the Contract Price, as said Contract Price may be adjusted from time to time by an appropriate Change Order. Additionally, each such bond shall be as shown on the attached forms and shall be executed by the CONTRACTOR, and by a SURETY, authorized to do business as a surety in Florida, who is otherwise acceptable to the COUNTY.

Said executed Performance Bond and Payment Bond shall be provided to the

COUNTY by the CONTRACTOR prior to submission of the Agreement to the BOARD for its approval and execution. Prior to commencing Work, it shall be the responsibility of the CONTRACTOR to record in the Public Records of the COUNTY the executed Performance Bond and Payment Bond and to provide the COUNTY with a certified copy of the recorded bonds.

Warranty Bond. Upon completion of the Project and as a condition of Substantial

Completion, the CONTRACTOR shall execute a Warranty Bond in a form acceptable to the COUNTY or furnish acceptable alternative forms of security for the faithful performance by the CONTRACTOR of the obligation of the CONTRACTOR to warranty and guarantee the Work under the Contract Documents, unless coverage is already provided under the express terms of a Performance Bond. The CONTRACTOR shall cause said Warranty Bond (or an acceptable alternative) to be in an amount sufficient to guarantee the Work pursuant to Article 14 of these General Conditions of the Contract, as said Work may be adjusted from time to time by an appropriate Change Order. Each such bond shall be executed by the CONTRACTOR, and by a SURETY, authorized to do business as a surety in Florida, that is otherwise acceptable to the COUNTY, and delivered to the COUNTY immediately before, and as a condition of Substantial Completion.

Untimely Submission. The failure of the CONTRACTOR to submit the required

Payment Bond, Performance Bond, and Certificates of Insurance within the times required by this Article may result in a delay in issuing the Award. The parties specifically agree that such a delay is neither excusable nor compensable and will not entitle the CONTRACTOR to a change in the Contract Price or Time. The COUNTY also reserves the right to reject the CONTRACTOR’s Bid Proposal and to award the bid to the next lowest bidder if the required documents are not received within the timeframe specified herein.

6.2 Indemnification

6.2.1 The CONTRACTOR shall indemnify and hold harmless the COUNTY and the employees and agents of the COUNTY from, and against, all liabilities, claims, suits, demands, damages, losses, and expenses, including, but not limited to attorneys’ fees, arising out of, or resulting from, the performance of the Work, provided that any such liability, claim, suit, demand, damage, loss or expense: (a) is attributable to bodily injury, sickness, disease or death, or injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom; and (b) is caused in whole or in part by the negligence, recklessness or intentional wrongful misconduct of the CONTRACTOR, any SUBCONTRACTOR, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable in the performance of the Construction Contract.

6.2.2 In any and all claims against the COUNTY, or against any of the agents or employees of the COUNTY, by any employee of the CONTRACTOR, any SUBCONTRACTOR, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation under the previous paragraph shall not be limited in any way as to the amount or type or damages, compensation or benefits payable by or for the CONTRACTOR or any SUBCONTRACTOR under workmen’s compensation acts, disability benefit acts, or other employee benefit acts.

6.2.3 The CONTRACTOR shall indemnify and hold harmless the COUNTY, and anyone directly or indirectly employed by the COUNTY from and against all claims, suits, demands, damages, losses, and expenses including, but not limited to, attorney’s fees, arising out of any infringement of patent rights, copyrights, trademarks, trade dress, or other intellectual property rights held by others, and shall defend all such claims in connection with any alleged infringement of such rights.

6.2.4 The CONTRACTOR shall, at the option of the COUNTY, underwrite on an interim basis all expenses associated with the legal defense of the COUNTY, pending the outcome of any litigation through appeal, with respect to any liabilities, claims, suits, demands, damages, losses, and expenses, including, but not limited to, attorneys’ fees, for which the CONTRACTOR may be liable to the COUNTY, in whole or in part, pursuant to 6.2.1-6.2.3 above, irrespective of whether said liabilities, claims, suits, demands, damages, losses, and expenses, including, but not limited to, attorneys’ fees, may ultimately be found by a court of law to have been causes, in whole or in part, by the negligence or other fault of the COUNTY. In discharging this duty to the COUNTY, the CONTRACTOR shall strictly account to the COUNTY on a monthly basis for all expenditures so incurred. Upon the conclusion of any litigation through appeal, to the extent that the CONTRACTOR has been found less than fully liable for any liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys’ fees, the COUNTY shall reimburse the CONTRACTOR for that portion of the reasonable costs of underwriting the legal defense of the COUNTY.

6.2.5 With respect to, and in consideration for, the indemnifications provided herein by the CONTRACTOR, as well as the duty of the CONTRACTOR, at the option of the COUNTY, to underwrite the legal defense of the COUNTY pending the outcome of any litigation through appeal, the COUNTY agrees to pay to the CONTRACTOR as a separate consideration, the sum of $100.00, the sufficiency and receipt of which is hereby acknowledged.

6.2.6 Notwithstanding any language to the contrary which may be contained herein, the ultimate duty of the CONTRACTOR to indemnify and hold the COUNTY harmless under this Article 6 shall be limited to the extent that any liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees, are caused by the negligence, recklessness, or intentional wrongful misconduct of the indemnifying party and persons employed or utilized by the indemnifying party in the performance of the construction contract.

ARTICLE 7 – RESPONSIBILITIES OF THE CONTRACTOR

7.1 Supervision and Superintendence. The CONTRACTOR shall supervise and direct the

Work efficiently and with its best skill and attention. The CONTRACTOR shall be solely responsible for the means, methods, techniques, sequences, and procedures of construction unless specifically addressed in the Contract Documents. The CONTRACTOR shall be responsible for seeing that the finished Work complies accurately with the Contract Documents. The CONTRACTOR shall cooperate with and be responsible for coordination of the Work with other contractors and/or utilities at the Site in accordance with the Specifications, if applicable. The CONTRACTOR shall attend meetings as requested by the PROJECT MANAGER.

7.1.1 The CONTRACTOR shall keep on the Work at all times during its progress a competent resident superintendent who shall not be replaced without written notice to the PROJECT MANAGER except under extraordinary circumstances. The CONTRACTOR shall provide Notice to the COUNTY of the identity of the superintendent at the Pre- construction Conference, and the COUNTY shall at that time be provided with a 24-hour, 7 days-per-week telephone number for the superintendent which shall remain valid until Final Completion. The superintendent shall be the representative of the CONTRACTOR at the Site and shall have authority to act on behalf of the CONTRACTOR. All communications given to the superintendent shall be as binding as if given to the CONTRACTOR.

7.2 Labor, Materials, and Equipment. The CONTRACTOR shall provide and pay for competent, suitable, qualified personnel to survey and layout the Work and perform construction as required by the Contract Documents. The CONTRACTOR shall at all times maintain good discipline and order on the Site.

7.2.1 The CONTRACTOR shall furnish and pay for all materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water and sanitary facilities, and all other facilities and incidentals whether temporary or permanent necessary for the execution, testing, initial operation, and completion of the Work as required by the Contract Documents.

7.2.2 All materials and equipment shall be applied, installed, connected, erected, used, cleaned, and conditioned in accordance with the instructions of the applicable manufacturer, fabricator, or processors, except as otherwise provided in the Contract Documents.

7.2.3 All materials and equipment shall meet or exceed contract specifications and, except as may otherwise be provided in the Contract Documents, shall be new and of good quality. When requested by the PROJECT MANAGER, the CONTRACTOR shall furnish promptly a statement of the origin, compositions, and manufacture of any and all materials to be used in the construction of the Work, together with samples that may be subjected to the tests provided for in the Specifications, to determine their quality and fitness for the Work. The CONTRACTOR shall further promptly supply, at the request of the PROJECT MANAGER, certification from the supplier of any material to be incorporated into the Work that said material meets or exceeds the Specifications.

7.2.4 At any time during the course of the CONTRACT, with respect to any and all materials and equipment to be used in the construction of the Work, the PROJECT MANAGER may request, and upon such request the CONTRACTOR shall furnish in form and substance satisfactory to the PROJECT MANAGER within ten (10) days, documentation which provides reasonable assurances to the COUNTY that the CONTRACTOR will be able to furnish said materials and equipment, all of proper quality and quantity, at bid prices, in a timely manner. Any and all risk of fluctuation in the market price of materials or equipment, or the availability thereof, shall remain at all times the sole responsibility of the CONTRACTOR.

7.3 Substitute Materials or Equipment. In the event the CONTRACTOR notifies the

PROJECT MANAGER that certain materials or equipment described in the CONTRACT cannot be procured by the CONTRACTOR for the project, or should the DIRECTOR, upon the recommendation of the PROJECT MANAGER, find to be inadequate the documentation submitted by the CONTRACTOR in response to a request for reasonable assurances of ability to furnish the materials or equipment as described above, the COUNTY may, as its option:

a. Waive any specification with respect to said materials or equipment, authorize acceptable substitute materials or equipment, and make an appropriate adjustment to the amounts due the CONTRACTOR for the cost of said materials or equipment, including labor, and other expenses associated with the change; or

b. Procure the materials or equipment itself and charge the actual cost thereof, including labor and other incidental expenses incurred by the COUNTY, to the CONTRACTOR by deducting said costs and expenses from amounts otherwise due the CONTRACTOR.

Approval of any change in costs or schedule as a result of tentative acceptance of the substitute by the DIRECTOR, based on the recommendation of the PROJECT MANAGER, shall be by Change Order.

7.4 Concerning Subcontractors

7.4.1 The CONTRACTOR may not subcontract overall management obligations pertaining to the Work, or any substantial component thereof, and not more than eighty percent (80%) of the Work shall be subcontracted under any circumstances. This limitation on subcontracting shall not apply to any aspect of the Work that involves the supply of equipment or materials alone. The CONTRACTOR shall retain ultimate liability for all contractual obligations under the Contract Documents. The CONTRACTOR shall further be fully responsible for all acts and omissions of SUBCONTRACTORS, and of persons directly or indirectly employed by them, and of persons for whose acts any of them may be liable to the same extent as if the CONTRACTOR had employed them.

Nothing in the Contract Documents shall create any contractual relationship between any SUBCONTRACTOR and the COUNTY or any obligation on the part of the COUNTY to pay or to see to the payment of any monies due any SUBCONTRACTOR, except as may otherwise be required by law. The COUNTY may furnish to any SUBCONTRACTOR, to the extent practicable, evidence of amounts paid to the CONTRACTOR for specific Work done.

7.4.2 Any divisions and sections of the Specifications and the identifications of any

Drawings shall not control the CONTRACTOR in dividing Work among SUBCONTRACTORS or delineating the Work to be performed by any specific trade.

7.4.3 The CONTRACTOR agrees to bind specifically every SUBCONTRACTOR, by way of an appropriate written agreement, to the applicable terms and conditions of the Contract Documents, including but not limited to the General Conditions, Special Conditions, and Project Specific Conditions, for the benefit of the

7.4.4 All Work performed for the CONTRACTOR by a SUBCONTRACTOR shall be pursuant to an appropriate written agreement between the CONTRACTOR and the SUBCONTRACTOR which shall contain provisions that waive all rights the contracting parties may have against one another for damages cause by fire or other perils covered by insurance, except such rights as they may have to proceeds of such insurance held by the COUNTY as trustee. The CONTRACTOR shall pay each SUBCONTRACTOR an appropriate amount determined by value of Work, of any insurance monies received by the CONTRACTOR under this insurance.

7.4.5 County as Intended Beneficiary of Subcontracts. The COUNTY shall be an intended substantial beneficiary of the written agreements between the CONTRACTOR and its SUBCONTRACTORS.

7.5 Patent Fees and Royalties. The CONTRACTOR shall pay all license fees and royalties and shall assume all costs incident to the use of any invention, design, process, or device which is the subject of patent rights or copyrights held by others.

7.6 Permits. The CONTRACTOR shall secure and pay all construction permits, licenses, governmental charges and inspection fees, and all public utility charges that are applicable and necessary for the execution of the Work as listed in the Construction Documents at the time of its Bid. A permit allowance may be established in the Bid Proposal. In the absence of a permit allowance being established, all permit costs shall be included in the base bid. Permits, if any, which are provided and paid for by the COUNTY, are listed in the Contract Documents. Any delays associated with the permitting process will be considered for time extensions only, and no damages or additional compensation for delay will be allowed.

7.7 Laws and Regulations. The CONTRACTOR shall give all notice and comply with all laws, ordinances, rules, and regulations applicable to the Work. If the CONTRACTOR observes that any of the Contract Documents are contradictory to such laws, rules, and regulations, the CONTRACTOR will notify the PROJECT manager promptly in writing. An appropriate Change Order shall then be used to institute any necessary changes.