AGREEMENT_-_CHESTER_BYRD_PARK_IMPROVEMENTS.pdf

CONSTRUCTION AGREEMENT BETWEEN CITY OF DANIA BEACH, FLORIDA

AND

[CONTRACTOR LEGAL NAME]

FOR

CHESTER BYRD PARK IMPROVEMENTS

ITB NO. [TBD]

THIS CONSTRUCTION AGREEMENT (the “Agreement”) is entered into as of ____________, 2026 (the “Effective Date”), by and between the CITY OF DANIA BEACH, FLORIDA, a Florida municipal corporation, with an address of 100 West Dania Beach Boulevard, Dania Beach, Florida 33004 (the “City” or “Owner”), and [CONTRACTOR LEGAL NAME], a [STATE AND ENTITY TYPE], authorized to transact business in Florida, with an address of [ADDRESS] (the “Contractor”). The City and Contractor may each be referred to as a “Party” and together as the “Parties.”

RECITALS

WHEREAS, the City issued Invitation to Bid No. [TBD] for the Chester Byrd Park Improvements at 1021 SW 12th Avenue, Dania Beach, Florida (the “Project”); and

WHEREAS, the Project includes demolition, site preparation, park amenities, hardscape, parking, drainage, utility, electrical, lighting, landscaping, irrigation, and related improvements shown in the Contract Documents; and

WHEREAS, the City is the recipient of Florida Recreation Development Assistance Program funding under Florida Department of Environmental Protection Grant Agreement No.

P25011 (the “Grant Agreement”), which requires completion of the funded Project by April 30, 2027 and provides no extension; and

WHEREAS, Contractor submitted the lowest responsive and responsible Bid accepted by the City, and by submitting its Bid acknowledged and agreed that this Agreement was a material part of the solicitation and would govern the Work if awarded; and

WHEREAS, the City Commission authorized this Agreement by Resolution No.

[RESOLUTION NUMBER]; and

WHEREAS, the Parties desire to state their complete agreement concerning the Work.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS AND RULES OF INTERPRETATION

1.1 “Application for Payment” means Contractor’s written, itemized request for payment for completed and accepted Work, prepared in the form required by the City and accompanied by all supporting documentation required by the Contract Documents.

1.2 “Bid” means the bid submitted by Contractor in response to the ITB, including the completed Bid Form, Bid Schedule, required certifications, and other required submissions, but excluding any qualification, exception, assumption, proposed term, or other condition not expressly accepted by the City in this Agreement or an addendum issued before Bid opening.

1.3 “Bid Schedule” means the schedule of lump-sum and unit-price items submitted with Contractor’s Bid and accepted by the City, as corrected for mathematical errors in accordance with the ITB.

1.4 “Change Order” means a written instrument executed by Contractor and the City through officials having authority to bind the City that authorizes a change in the Work, Contract Sum, Contract Time, or any combination of them. A field directive, email, meeting statement, inspection comment, submittal response, or other communication is not a Change Order.

1.5 “City Representative” means the City Manager or the City Manager’s written designee responsible for administering the Agreement. The City may designate a project manager, inspector, or Design Professional to perform administrative functions, but no such person may amend the Agreement or authorize additional compensation or time unless expressly authorized in writing by the City.

1.6 “Contract Documents” means the documents identified and incorporated in Section 2, together with properly executed amendments and Change Orders.

1.7 “Contract Sum” means the total amount payable by the City for Work actually performed and accepted, calculated using the accepted lump-sum and unit prices contained in the Bid Schedule and subject to allowances, actual quantities, additions, deductions, and other adjustments authorized by the Contract Documents. The Contract Sum is not a guaranteed minimum payment.

1.8 “Contract Time” means the periods established in Section 4 for commencement, Substantial Completion, and Final Completion, as adjusted only by a properly executed Change Order.

1.9 “Day” means calendar day unless the Contract Documents expressly state “business day.” If an act is required on a day when City offices are closed, the act shall be performed by the next business day, except that this rule does not extend the Contract Time or any completion deadline.

1.10 “Defective Work” means Work that is incomplete, damaged, deficient, unsuitable, improperly installed, or not in conformance with the Contract Documents, approved submittals, manufacturer requirements, permits, applicable law, or accepted construction practices.

1.11 “Design Professional” means the architect, engineer, landscape architect, or other licensed professional designated by the City to provide design, construction-administration, inspection, or certification services for the Project. The Design Professional has no authority to amend the Agreement or authorize additional compensation or time unless expressly authorized in writing by the City.

1.12 “Final Completion” means completion and acceptance of all Work, correction of all punch-list and Defective Work, closure of applicable permits, and delivery of all releases, warranties, record drawings, test results, approvals, manuals, certifications, grant documentation, and other items required as conditions of final payment.

1.13 “Final Payment” means the final payment of the unpaid Contract Sum, including retainage properly due, after the City determines that Final Completion and all conditions of final payment have been satisfied.

1.14 “Grant Agreement” means FDEP Grant Agreement No. P25011 between the City and the Florida Department of Environmental Protection, including its attachments, exhibits, approved amendments, and requirements applicable to the Project.

1.15 “ITB” means the City’s Invitation to Bid No. [TBD] for the Chester Byrd Park Improvements, together with all attachments and addenda issued before Bid opening.

1.16 “Notice to Proceed” or “NTP” means the City’s written notice directing Contractor to commence the Work and establishing the date from which the Contract Time is measured. The execution of this Agreement, issuance of a purchase order, or performance of preliminary administrative activities does not constitute an NTP.

1.17 “Project” means the Chester Byrd Park Improvements described in the Contract Documents.

1.18 “Project Site” means Chester Byrd Park, located at 1021 SW 12th Avenue, Dania Beach, Florida 33004, together with other areas made available by the City for performance of the Work.

1.19 “Subcontractor” means a person or entity having a direct or indirect contract with Contractor or another subcontractor to perform any portion of the Work or furnish labor, materials, equipment, or services for the Project. The term includes subcontractors of every tier unless the context requires otherwise.

1.20 “Substantial Completion” means the stage when the Work is sufficiently complete in accordance with the Contract Documents so that the City can lawfully, safely, and continuously use the Project for its intended purpose, subject only to minor corrective or incomplete items that do not materially interfere with such use, as determined and certified in writing by the City.

1.21 “Surety” means the surety company issuing the performance bond or payment bond required by the Contract Documents.

1.22 “Work” means all labor, supervision, administration, materials, equipment, tools, transportation, temporary facilities, testing, permits, coordination, documentation, closeout services, and incidentals necessary to furnish a complete, operational, safe, code-compliant Project, whether expressly stated or reasonably inferable from the Contract Documents.

1.23 Rules of Interpretation. Headings are for convenience only and do not limit meaning.

“Including” means “including without limitation.” The singular includes the plural and vice versa.

“Shall” and “must” impose mandatory obligations. A requirement imposed on Contractor includes its Subcontractors and all persons and entities for whom Contractor is responsible. References to statutes include amendments and successor provisions. No ambiguity shall be construed against the City merely because the City prepared or provided a Contract Document, because the Contract Documents were available for review and questions before Bid submission.

2. CONTRACT DOCUMENTS; PRECEDENCE; BIDDER ASSENT

2.1 Contract Documents. The following documents collectively constitute the “Contract Documents” and are incorporated into this Agreement:

(a) amendments to this Agreement executed by the City and Contractor after the Effective Date;

(b) Change Orders executed after the Effective Date;

(c) this Agreement, including its exhibits;

(d) addenda issued by the City before Bid opening;

(e) the Special Conditions;

(f) the Chester Byrd Park Improvements bid plans, drawings, technical specifications, and Bid Form Notes;

(g) the General Terms and Conditions of the ITB;

(h) FDEP Grant Agreement No. P25011, including its applicable attachments, exhibits, and approved amendments, but only to the extent applicable to the Project or required to be imposed upon Contractor;

(i) the Notice to Bidders, Scope of Work, Instructions to Bidders, and other requirements of the ITB;

(j) Contractor’s completed Bid Form and Bid Schedule;

(k) Contractor’s certifications, representations, qualifications, personnel commitments, subcontractor information, and other required Bid submissions, but only to the extent they establish an obligation or representation by Contractor and do not conflict with or attempt to modify another Contract Document; and

(l) the performance bond and payment bond required by this Agreement.

2.2 Excluded Documents and Terms. The Contract Documents do not include, and the City does not accept:

(a) qualifications, exceptions, exclusions, reservations, assumptions, proposed substitutions, or proposed contractual terms included in Contractor’s Bid unless expressly accepted by the City in an addendum issued before Bid opening or in this Agreement;

(b) Contractor quotations, proposals, acknowledgments, invoices, purchase-order terms, website terms, standard conditions, or other unilateral documents;

(c) oral statements, representations, interpretations, or promises;

(d) preliminary drafts or prior versions of this Agreement or another Contract Document;

or

(e) shop drawings, product data, samples, schedules, submittals, requests for information, meeting minutes, inspection reports, or other administrative documents, except to the limited extent that a Contract Document expressly incorporates a specific portion of such document by a duly authorized amendment or Change Order.

No excluded document or term shall modify the Work, Contract Sum, Contract Time, or allocation of risk.

2.3 Order of Precedence. If an irreconcilable conflict exists among the Contract Documents, the order listed in Section 2.1 controls, with the document listed first having the highest priority.

However:

(a) an amendment or Change Order controls only to the extent and for the subject matter expressly addressed in that instrument;

(b) a specific provision controls over a general provision concerning the same subject;

(c) detailed technical requirements control over general descriptions of the same Work; and

(d) where two requirements can reasonably be performed together, both shall apply and shall not be considered conflicting.

2.4 More Stringent Requirements. If the plans, specifications, Bid Form Notes, or other technical requirements establish different standards of quality, quantity, performance, testing, or workmanship that are not irreconcilable, Contractor shall provide the higher quality, greater quantity, more stringent performance, or more complete Work without additional compensation.

This subsection does not authorize Contractor to disregard a stated dimension, design requirement, or written direction from the City or Design Professional.

2.5 Duty to Identify Conflicts. Contractor shall carefully study and compare the Contract Documents and promptly notify the City in writing of any error, inconsistency, ambiguity, omission, or conflict discovered by Contractor.

Before Bid opening, a Bidder shall request clarification through the procedure established in the ITB. After award, Contractor shall provide notice before performing the affected Work and shall obtain the City’s written interpretation. Contractor shall not proceed based on its own interpretation when the interpretation could affect cost, time, quality, safety, or grant compliance.

Failure to identify a matter that a reasonably prudent and experienced contractor should have identified does not entitle Contractor to additional compensation or time.

2.6 Pre-Bid Questions and Pricing. Contractor acknowledges that it had the opportunity before Bid opening to:

(a) review all Contract Documents;

(b) inspect the Project Site;

(c) request interpretations or clarifications;

(d) identify proposed substitutions or exceptions; and

(e) account in its Bid for the requirements and risks stated or reasonably inferable from the Contract Documents.

Except for a concealed condition or other adjustment expressly authorized by this Agreement, Contractor’s failure to request clarification before Bid opening does not relieve Contractor from performing the Work or entitle Contractor to additional compensation or time.

2.7 Bidder Assent to Agreement. This Agreement was included in the ITB as the City’s required form of agreement. By submitting its Bid, Contractor represented and agreed that:

(a) it reviewed and accepted this Agreement and the other Contract Documents;

(b) its Bid constitutes an offer to execute this Agreement without substantive revision if awarded;

(c) any requested exception was required to be submitted and resolved through the pre-bid question-and-addendum process;

(d) award does not create a right to negotiate or reopen any provision of this Agreement or the allocation of risk established by the Contract Documents; and

(e) failure to timely execute this Agreement and furnish the required bonds and insurance constitutes grounds for rescission of the award, enforcement of the Bid security, and award to another Bidder.

2.8 Effect of Contractor’s Bid. Contractor’s Bid may supplement the Contract Documents only by:

(a) establishing the accepted prices;

(b) identifying committed personnel, subcontractors, equipment, experience, and performance representations; and

(c) imposing obligations on Contractor that exceed the minimum requirements of the ITB.

Contractor’s Bid may not reduce the Work, qualify Contractor’s obligations, alter the Contract Time, shift risk to the City, or introduce additional terms unless the City expressly accepted the particular deviation in an addendum issued before Bid opening or in this Agreement.

2.9 Administrative Review Does Not Amend Contract. Review, approval, acceptance, or lack of objection by the City or Design Professional regarding a schedule, submittal, shop drawing, request for information, pay application, inspection, test result, or other administrative document:

(a) is limited to the purpose for which the document was submitted;

(b) does not constitute a Change Order;

(c) does not authorize additional compensation or time;

(d) does not shift responsibility for errors, omissions, dimensions, quantities, coordination, means, methods, safety, or compliance; and

(e) does not waive any requirement of the Contract Documents.

2.10 Bonds Do Not Limit Contractor’s Obligations. The performance bond and payment bond provide additional security and do not modify, replace, or limit Contractor’s obligations under the other Contract Documents. Any bond provision that affords the City less protection than required by this Agreement or applicable law shall not reduce Contractor’s obligations or the City’s rights.

2.11 Entire Agreement. The Contract Documents constitute the complete and exclusive agreement between the Parties concerning the Project and supersede all prior or contemporaneous negotiations, communications, representations, drafts, and agreements concerning the Work.

Neither Party is relying on a statement or representation not contained in the Contract Documents.

2.12 Amendments. The Contract Documents may be modified only by a written amendment or Change Order executed in accordance with this Agreement and applicable City approval requirements. Oral direction, silence, email, meeting minutes, course of dealing, course of performance, payment, inspection, or use of the Work shall not amend the Contract Documents or establish apparent authority to do so.

3. SCOPE AND STANDARD OF PERFORMANCE

3.1 General Scope. Contractor shall furnish all labor, supervision, administration, materials, equipment, tools, transportation, temporary facilities, testing, permitting, coordination, documentation, and incidentals necessary to complete the Chester Byrd Park Improvements in accordance with the Contract Documents.

The Work generally includes demolition and site preparation; tree protection, removal, and relocation; the basketball court and park improvements; sidewalks, slabs, parking, driveway, curbing, pavement markings, signage, fencing, and gates; drainage and utility improvements;

electrical and lighting improvements; landscaping and irrigation; site preparation for City-purchased equipment and furnishings; preparation for the future restroom and splash pad;

restoration; testing; record drawings; and Project closeout.

This summary does not limit the more detailed requirements of the Contract Documents.

3.2 Complete Work. Contractor shall provide a complete, safe, functional, and code-compliant Project suitable for its intended use. Work shown or described in any Contract Document, and minor work reasonably inferable as necessary to complete, connect, support, test, protect, or make operational the Work shown or described, is included in the Contract Sum unless expressly identified as City-furnished, City-performed, or payable under an allowance.

This provision does not require Contractor to correct a material design error or provide a material addition to the Project scope without an adjustment authorized under Section 7.

3.3 Standard of Performance. Contractor shall perform the Work in a good and workmanlike manner using properly licensed, qualified, and experienced personnel and new materials unless otherwise permitted. The Work shall comply with the Contract Documents, approved submittals, manufacturer instructions, applicable permits, the Florida Building Code, accessibility requirements, utility standards, and applicable law.

3.4 Review and Verification. Before commencing each portion of the Work, Contractor shall review the applicable Contract Documents, examine existing conditions, and verify field dimensions, elevations, locations, and quantities affecting that Work. Contractor shall promptly notify the City of any apparent error, omission, inconsistency, dimensional conflict, constructability concern, or code issue before proceeding with the affected Work.

Contractor is not responsible for the adequacy of the Project design unless design responsibility is expressly delegated to Contractor, but remains responsible for errors or additional costs resulting from its failure to identify a condition that a reasonably prudent and experienced contractor should have identified.

3.5 Site Conditions. Contractor acknowledges that it had the opportunity required by the ITB to inspect the Project Site and evaluate reasonably observable conditions affecting access, staging, storage, deliveries, utilities, public protection, sequencing, and performance of the Work.

Contractor is not entitled to additional compensation or time for a condition it knew or reasonably should have discovered, subject to the concealed-condition provisions of Section 7.

3.6 Quantities and Incidental Work. Quantities stated in the Bid Schedule are estimates unless expressly stated otherwise. Payment for unit-price Work shall be based on actual quantities installed, documented, and accepted.

Each Bid item includes the related excavation, dewatering, disposal, bedding, backfill, compaction, connections, fittings, supports, testing, protection, restoration, and other incidental work necessary to complete that item unless separately identified for payment.

3.7 City-Purchased Equipment and Furnishings. The City has purchased or will purchase the equipment and furnishings identified in Bid Items 55–57, 82–83, and 85–86 through direct purchase orders with designated vendors.

Unless otherwise directed by the City in writing:

(a) Contractor shall exclude the purchase price, delivery charge, and vendor installation of those items from its Bid;

(b) Contractor shall provide the site preparation, supporting improvements, utility coordination, grading, access, and other Work required by the plans and Bid Form Notes;

(c) Contractor shall coordinate its schedule and Work with the City and designated vendors and provide reasonable access for delivery and installation;

(d) Contractor shall verify the prepared areas, dimensions, elevations, clearances, and utility locations before vendor installation and promptly report any apparent conflict, shortage, damage, or defect; and

(e) Contractor shall be responsible for damage, rework, delay, or additional cost caused by its deficient site preparation, protection, access, or coordination.

Contractor is not responsible for a designated vendor’s means, methods, workmanship, or installation defects except to the extent caused or contributed to by Contractor.

3.8 City-Performed Work. The City will perform the work expressly assigned to it in the Bid Schedule or Bid Form Notes, including Bid Items 14, 19, and 20. Contractor shall not include a charge for that work but shall coordinate its schedule, access, sequencing, and protection with the City.

3.9 Coordination and Protection. Contractor shall coordinate its Work with the City, designated vendors, utilities, and separate contractors; protect existing improvements, utilities, trees, adjoining property, and the public; maintain required access and traffic controls; keep the Project Site secure and orderly; remove debris regularly; and restore disturbed areas as required by the Contract Documents.

Damage caused by Contractor or persons for whom Contractor is responsible shall be corrected at no additional cost or time.

3.10 Means and Methods. Contractor is solely responsible for construction means, methods, techniques, sequences, procedures, temporary works, safety precautions, and coordination of the Work. Review, inspection, or observation by the City or Design Professional does not transfer that responsibility or relieve Contractor from compliance with the Contract Documents.

3.11 Separate Contractors. The City may perform work with its own forces or separate contractors. Contractor shall reasonably coordinate and cooperate with those parties without disrupting the Project. Contractor is not entitled to additional compensation or time for coordination reasonably contemplated by the Contract Documents.

4. TERM; COMMENCEMENT; COMPLETION; LIQUIDATED DAMAGES

4.1 Term. This Agreement begins on the Effective Date and continues through Final Completion and final payment, unless earlier terminated in accordance with the Contract Documents.

Obligations that by their nature extend beyond completion or termination shall survive.

4.2 Notice to Proceed. Contractor shall not commence physical Work until the City issues a written Notice to Proceed (“NTP”). The NTP shall establish the date from which the Contract Time is measured. Contractor shall mobilize and commence the Work within seven (7) days after that date.

Costs incurred before the NTP are at Contractor’s risk unless expressly authorized by the City in writing. If the City terminates this Agreement for convenience before issuing the NTP, the City may reimburse Contractor for reasonable, documented, and nonrecoverable costs of Project-specific bonds and insurance required after award.

4.3 Completion. Contractor shall achieve:

(a) Substantial Completion within one hundred (100) calendar days after the date established in the NTP; and

(b) Final Completion within one hundred thirty (130) calendar days after the date established in the NTP.

Notwithstanding the foregoing, Contractor shall achieve Final Completion no later than April 15, 2027, unless FDEP approves a later Project Completion Date in writing and the City authorizes a corresponding extension by Change Order.

The City anticipates issuing the NTP sufficiently in advance to provide the full Contract Time. If the City proposes to issue the NTP after the date that would provide Contractor the full one hundred thirty (130) calendar days before April 15, 2027, the Parties shall establish a revised schedule in writing before physical Work begins. Contractor is not required to accept a reduction in the Contract Time resulting solely from the City’s delayed issuance of the NTP.

4.4 Grant Deadline. Contractor acknowledges that the Project is partially funded under FDEP Grant Agreement No. P25011, which establishes April 30, 2027 as the Project Completion Date and states that no extension is available. The April 15, 2027 contractual deadline is intended to preserve time for inspection, correction, acceptance, documentation, and grant closeout.

Contractor shall plan, staff, procure, coordinate, and perform the Work so that the contractual and grant deadlines are met. No extension beyond April 15, 2027 is effective unless authorized as provided in Section 4.3.

4.5 Project Schedule. Within ten (10) days after the NTP, Contractor shall submit a detailed Project schedule showing the sequence and duration of material activities, required submittals and approvals, procurement of long-lead items, coordination with City-designated vendors, inspections, testing, Substantial Completion, punch-list correction, closeout, and Final Completion.

Contractor shall update the schedule with each monthly Application for Payment. If progress falls materially behind for reasons attributable to Contractor, Contractor shall submit and implement a recovery schedule within five (5) days after the City’s written request. Contractor shall bear the cost of recovering a delay for which it is responsible.

City review or acceptance of a schedule does not modify the Contract Time, shift responsibility to the City, or authorize additional compensation.

4.6 Time Is of the Essence; Liquidated Damages. Time is of the essence. If Contractor fails to achieve Substantial Completion or Final Completion within the applicable time, as properly adjusted by Change Order, Contractor shall pay the City liquidated damages of One Thousand Six Hundred Sixty-Five Dollars ($1,665.00) for each calendar day the applicable milestone remains unachieved.

Liquidated damages for Substantial Completion cease when Substantial Completion is achieved.

Liquidated damages for Final Completion begin only after the Final Completion deadline and shall not overlap with Substantial Completion liquidated damages for the same day.

The Parties agree that the City’s delay damages would be difficult to determine when this Agreement is executed and that the stated amount is a reasonable estimate of anticipated administrative, inspection, operational, grant-related, and loss-of-use costs and is not a penalty.

The City may deduct liquidated damages from amounts due or recover them from Contractor and the performance bond.

4.7 Other Damages. Liquidated damages apply only to losses arising from delayed achievement of the applicable completion milestone. They do not limit recovery for defective Work, property damage, third-party claims, indemnification obligations, unauthorized charges, or grant funding denied, reduced, recaptured, or required to be repaid because of Contractor’s deficient documentation, unauthorized change, ineligible charge, defective Work, or other breach independent of delay. The City shall not obtain a double recovery for the same loss.

4.8 Extensions. The Contract Time may be extended only by a written Change Order. The grounds, notice requirements, documentation, and available remedies for delay are governed by Section 8.

5. CONTRACT SUM AND PRICING

5.1 Contract Sum. The initial Contract Sum is $[AMOUNT], calculated using the lump-sum prices and estimated quantities stated in Contractor’s accepted Bid Schedule. The amount payable to Contractor shall be adjusted based on actual quantities of unit-price Work performed and accepted, authorized use of allowances, and changes approved in accordance with the Contract Documents.

The Contract Sum is not a guaranteed minimum payment or representation that the City will require every estimated quantity.

5.2 Lump-Sum and Unit-Price Work.

(a) Lump-sum items shall be paid based on the percentage of that item satisfactorily completed and accepted.

(b) Unit-price items shall be paid by multiplying the applicable Bid unit price by the actual quantity incorporated into the Work, measured, documented, and accepted in accordance with the Contract Documents.

(c) Contractor shall provide the City a reasonable opportunity to verify quantities before Work is covered, removed, or otherwise becomes impracticable to measure.

(d) If the Bid Schedule contains a mathematical error, the unit price controls over an extended total, and the corrected sum shall govern.

5.3 Estimated Quantities. Quantities stated in the Bid Schedule are estimates provided for bidding and comparison purposes. Actual quantities may increase or decrease based on field conditions and the City’s needs.

Adjustments based solely on actual quantities shall be calculated using the applicable Bid unit prices and do not require renegotiation of those prices. A material change in the character or scope of the Work shall be addressed under Section 7.

Contractor is not entitled to anticipated profit, overhead, or damages on estimated quantities or Bid items that are not authorized or performed.

5.4 Costs Included in Prices. Except for costs expressly designated as an allowance or City responsibility, the lump-sum and unit prices include all costs necessary to complete the Work, including:

(a) labor, supervision, and administration;

(b) materials, equipment, tools, transportation, and delivery;

(c) temporary facilities, access, staging, maintenance of traffic, safety, security, and cleanup;

(d) bonds, insurance, licenses, permits, fees, and taxes imposed upon Contractor;

(e) testing, inspection coordination, surveys, record drawings, warranties, and closeout;

(f) overhead and profit; and

(g) incidental and related work required for a complete Project.

Contractor is not entitled to additional compensation merely because a necessary component of the Work is shown or described in one Contract Document but is not separately listed in the Bid Schedule.

5.5 Firm Pricing. Contractor’s lump-sum and unit prices remain firm throughout the Contract Time and include reasonably foreseeable changes in the cost or availability of labor, materials, equipment, transportation, fuel, and other inputs.

Contractor is not entitled to escalation, surcharge, market adjustment, or other price increase except to the extent expressly authorized by a Change Order for a change in the Work or another adjustment specifically permitted by the Contract Documents.

5.6 Allowances. Allowances identified in the Bid Schedule, including Bid Items 5, 8, and 51 as applicable, are reserved amounts and are not earned lump-sum compensation.

Allowance Work or expense shall:

(a) be incurred only after written authorization from the City;

(b) be reimbursed based on documented actual cost;

(c) be supported by invoices, receipts, proof of payment, and other documentation reasonably required by the City; and

(d) not include markup unless the Contract Documents or the City’s written authorization expressly permit it.

Any unused allowance shall be deducted from the Contract Sum at Project closeout. Contractor is not entitled to overhead, profit, or damages on an unused allowance.

5.7 Markup on Changed Work. For changed Work priced on the basis of actual cost, Contractor may apply a markup not exceeding ten percent (10%) to subcontracted labor, materials, equipment, and third-party services.

The combined markup at all Contractor and subcontractor tiers shall not exceed ten percent (10%).

No markup is permitted on:

(a) taxes;

(b) bonds or insurance;

(c) permit, inspection, connection, or governmental fees;

(d) allowance expenditures unless expressly authorized;

(e) costs for which overhead or profit is already included; or

(f) another markup.

Credits for deleted Work shall include the overhead and profit included in the price of that Work.

Detailed pricing and documentation requirements for changed Work are governed by Section 7.

5.8 Taxes and City Direct Purchases. The City is exempt from applicable sales and use taxes.

Contractor shall pay all taxes legally imposed upon Contractor, its purchases, or its operations and shall not include taxes from which the City is exempt as a separate charge to the City.

Contractor shall cooperate with any lawful City direct-purchase process identified in the Contract Documents or later authorized by Change Order. Contractor shall not charge markup on City-purchased materials or equipment and shall credit the Contract Sum for costs avoided through the direct purchase.

6. APPLICATIONS FOR PAYMENT; RETAINAGE; FINAL PAYMENT

6.1 Schedule of Values. Before submitting its first Application for Payment, Contractor shall provide a schedule of values allocating the Contract Sum among the Bid items and principal components of the Work. The schedule shall be consistent with the accepted Bid Schedule and sufficiently detailed to permit evaluation of progress.

The City may reject an unbalanced, unsupported, or insufficiently detailed schedule of values.

Acceptance of the schedule does not alter the Contract Sum or constitute acceptance of a price assigned to any particular component.

6.2 Applications for Payment. Contractor may submit one Application for Payment each month for Work satisfactorily performed through the stated payment period. Each Application for Payment shall be submitted to the person or office identified by the City and shall include:

(a) the amount requested by Bid item and schedule-of-values component;

(b) quantities and percentages completed during the payment period;

(c) documentation supporting unit-price quantities;

(d) invoices and receipts for allowances and other reimbursable costs;

(e) an updated Project schedule;

(f) testing, inspection, and progress documentation reasonably required by the City;

(g) releases required under Section 6.5; and

(h) other documentation required by the Contract Documents or reasonably necessary for City or grant review.

An Application for Payment is not proper until it contains the required information and documentation.

6.3 Stored Materials. The City may, but is not required to, pay for materials or equipment suitably stored at the Project Site or at another location approved in writing. Payment for stored materials is conditioned upon Contractor providing evidence satisfactory to the City of:

(a) the purchase price and payment obligation;

(b) clear identification for use exclusively on the Project;

(c) proper storage, protection, and insurance;

(d) clear title, free of liens and competing claims;

(e) the City’s right to inspect the materials; and

(f) transfer of ownership to the City upon payment.

Payment does not relieve Contractor from responsibility for loss, damage, installation, testing, or replacement until Final Completion.

6.4 Review and Payment. The City shall review, approve, reject, and pay Applications for Payment in accordance with the Florida Local Government Prompt Payment Act, including Sections 218.735 and 218.74, Florida Statutes.

If an Application for Payment is deficient, the City shall provide written notice identifying the deficiency and corrective action required within the time provided by law. The City shall timely pay any undisputed portion of a proper Application for Payment.

City approval or payment does not constitute acceptance of defective or incomplete Work, confirm the accuracy of quantities or percentages, or waive any requirement of the Contract Documents.

6.5 Releases and Contractor Certification. Each Application for Payment shall include:

(a) Contractor’s conditional release for the Work covered by the current Application for Payment;

(b) Contractor’s unconditional release through the preceding payment period;

(c) releases from subcontractors, suppliers, and materialmen whose Work was included in the preceding paid Application for Payment; and

(d) Contractor’s certification that amounts previously received from the City have been properly applied to pay obligations relating to the Project.

The City may require additional releases, affidavits, or bond documentation permitted by Section 255.05, Florida Statutes. Consent of Surety or other surety documentation does not substitute for Contractor’s obligation to timely pay undisputed amounts owed to subcontractors and suppliers.

6.6 Retainage. The City shall withhold five percent (5%) from each progress payment as retainage, subject to Sections 218.735, 255.077, and 255.078, Florida Statutes.

The City may release all or part of the retainage before Final Completion but is not required to do so except as provided by law. Any early release does not constitute acceptance of Work, waive correction or warranty obligations, or limit the City’s right to withhold other amounts authorized by the Contract Documents.

6.7 Withholding Payment. In addition to retainage, the City may withhold from an Application for Payment an amount reasonably necessary to protect the City from loss arising from:

(a) defective, damaged, or incomplete Work;

(b) claims, liens, notices of nonpayment, or reasonable evidence that a claim is likely;

(c) Contractor’s failure to pay subcontractors, suppliers, or laborers;

(d) damage to the City, another contractor, or third-party property;

(e) failure to maintain the Project schedule or reasonable evidence that the Work cannot be completed within the Contract Time or unpaid Contract balance;

(f) liquidated damages;

(g) failure to provide required bonds, insurance, releases, records, or grant documentation;

(h) unauthorized or unsupported charges; or

(i) another material breach of the Contract Documents.

The City shall provide the written notice required by applicable law and shall release the appropriate amount when the basis for withholding has been resolved. Withholding under this subsection is separate from the five-percent retainage.

6.8 Substantial Completion and Completion List. Before the date Contractor claims Substantial Completion, Contractor shall inspect the Work and submit a preliminary list of incomplete or corrective items.

The City, Contractor, and Design Professional, if applicable, shall inspect the Work and develop a single list of items required to render the Work complete, satisfactory, and acceptable. The list shall include a reasonable estimated cost to complete each item and shall be finalized and delivered to Contractor no later than the date the City certifies Substantial Completion.

Failure to include an item on the list does not relieve Contractor from its obligation to complete or correct the Work. Contractor shall complete all listed items within the period between Substantial Completion and Final Completion.

6.9 Payment Following Completion List. Upon receipt of a proper Application for Payment following development of the completion list, the City shall pay the remaining Contract balance and retainage as required by applicable law, less:

(a) an amount equal to one hundred fifty percent (150%) of the estimated cost to complete the listed items;

(b) amounts subject to a good-faith written dispute;

(c) amounts subject to a claim under Section 255.05, Florida Statutes; and

(d) other amounts the City is lawfully entitled to withhold independently of retainage.

Upon completion of all listed items, Contractor may submit an Application for Payment for the remaining amount. Warranty items arising after preparation of the completion list shall not delay payment of retainage except as permitted by law.

6.10 Final Payment. Final payment is conditioned upon Final Completion and Contractor’s delivery of the following, as applicable:

(a) a final Application for Payment;

(b) Contractor’s final affidavit and unconditional release;

(c) final releases from subcontractors, suppliers, and materialmen;

(d) consent of Surety to final payment;

(e) record drawings and final surveys;

(f) warranties, operation and maintenance information, and manufacturer documentation;

(g) final testing, inspection, and permit approvals;

(h) evidence that all correction and completion-list items have been completed;

(i) keys, access devices, and other items required for operation;

(j) final quantity and allowance reconciliation;

(k) required public records and grant-supporting documentation; and

(l) other closeout items required by the Contract Documents.

The City shall not require a release of a specifically identified, unresolved claim as a condition of payment of an otherwise undisputed amount.

6.11 Effect of Final Payment. Acceptance of final payment constitutes Contractor’s waiver of claims against the City arising from the Project, except claims specifically identified in writing as unresolved before acceptance of final payment.

Final payment does not waive the City’s rights concerning defective or nonconforming Work, warranties, latent defects, indemnification, fraud, record retention, audit findings, grant repayment, or obligations that survive completion.

6.12 Payment of Subcontractors and Suppliers. Contractor shall pay subcontractors and suppliers all undisputed amounts due from each City payment within ten (10) days after Contractor receives the payment. Contractor shall require each subcontractor to pay its subcontractors and suppliers within seven (7) days after receipt, as required by Section 218.735, Florida Statutes.

A disputed amount may be withheld only if the party whose payment is withheld receives written notice stating the amount disputed and the action required to cure the dispute. All undisputed amounts shall be timely paid.

Contractor remains solely responsible for payment of its subcontractors and suppliers. The City has no contractual duty to them and may use joint checks or direct payments as a protective measure without assuming such a duty.

6.13 Grant Reimbursement. Payment by FDEP or reimbursement of the City under the Grant Agreement is not a condition precedent to payment for Work otherwise properly performed, documented, and payable under this Agreement.

The City may withhold or recover an amount if FDEP denies, reduces, recaptures, or requires repayment of funding because of Contractor’s breach, ineligible charge, deficient documentation, unauthorized change, defective Work, or untimely performance.

7. CHANGES IN THE WORK

7.1 City-Directed Changes. The City may order additions, deletions, revisions, resequencing, or other changes within the general scope of the Project. An adjustment to the Contract Sum or Contract Time is effective only through:

(a) a written Change Order executed by Contractor and the City through officials authorized to bind the City; or

(b) a written directive issued under Section 7.4 requiring Contractor to proceed before the adjustment is agreed upon.

A Change Order shall identify the change in the Work and any resulting adjustment to the Contract Sum and Contract Time. Except as expressly stated in the Change Order, all other Contract Documents remain unchanged.

7.2 No Unauthorized Changes. Contractor shall not perform additional or changed Work without prior written authorization from the City. Oral instructions, field discussions, meeting minutes, inspection comments, responses to requests for information, review of submittals, emails, or conduct at the Project Site do not authorize additional compensation or time unless they expressly constitute a written directive under Section 7.4 or are incorporated into an executed Change Order.

Contractor proceeds at its own risk if it performs additional or changed Work without the authorization required by this Section.

7.3 Change Proposals. When the City requests a proposal for changed Work, Contractor shall submit a complete written proposal within seven (7) days, unless the City establishes another reasonable period. The proposal shall include:

(a) a clear description of the proposed change;

(b) itemized labor hours and rates;

(c) material quantities and prices;

(d) equipment costs and applicable rates;

(e) subcontractor and supplier quotations;

(f) applicable taxes and permitted markup;

(g) credits for deleted or replaced Work;

(h) the proposed adjustment to the Contract Sum;

(i) the proposed adjustment to the Contract Time, supported by an analysis showing the effect on the critical path; and

(j) other documentation reasonably necessary to evaluate the proposal.

Contractor shall not include unsupported lump sums, duplicative markup, or costs already included in the Contract Sum.

7.4 Written Directive to Proceed. If the Parties have not agreed upon the price or time associated with a change, the City may issue a written directive requiring Contractor to proceed with the changed Work while the adjustment remains unresolved.

Contractor shall proceed promptly and maintain detailed records of labor, materials, equipment, subcontractor costs, and schedule effects. The adjustment shall thereafter be determined under the pricing and claim procedures of the Contract Documents.

A written directive to proceed does not constitute acceptance of Contractor’s proposed price or time adjustment.

7.5 Pricing of Changes. The adjustment for changed Work shall be determined using one or more of the following methods, as selected or approved by the City:

(a) applicable unit prices contained in the Bid Schedule;

(b) an agreed lump sum;

(c) verified actual cost plus the markup permitted by Section 5.7; or

(d) another method agreed upon in writing.

If an existing unit price reasonably applies to changed Work of substantially the same character and performed under substantially similar conditions, that unit price shall govern. If the character, quantity, or conditions materially differ, the Parties shall determine an equitable adjustment.

Credits for deleted Work shall include the labor, materials, equipment, subcontractor costs, overhead, and profit included in the price of that Work.

7.6 Time Adjustments. A proposal for changed Work shall identify any requested adjustment to the Contract Time. If Contractor does not identify a time impact in its proposal, the Change Order shall be presumed to have no effect on the Contract Time unless the impact could not reasonably have been determined at that time.

An extension is permitted only to the extent the change delays the critical path after reasonable mitigation. A Change Order extending the Contract Time beyond the outside completion date stated in Section 4 requires any necessary FDEP approval.

7.7 Concealed or Unknown Conditions. If Contractor encounters a subsurface or concealed physical condition that:

(a) materially differs from a condition indicated in the Contract Documents; or

(b) is of an unusual nature and materially differs from conditions ordinarily encountered and generally recognized as inherent in work of the character required, Contractor shall stop the affected Work, protect the condition, and notify the City in writing before disturbing it. The City shall promptly investigate and determine whether a change is warranted.

Contractor is not entitled to an adjustment for a condition it knew or reasonably should have discovered through the site investigation, utility-location process, or review required by the Contract Documents. Contractor’s failure to provide notice before disturbing the condition waives an adjustment to the extent the failure prejudices the City’s ability to investigate or mitigate the condition.

7.8 Emergency Work. In an emergency threatening injury, loss of life, or material damage to property or the Work, Contractor shall take reasonable action necessary to prevent or minimize harm and shall notify the City as soon as practicable.

If the emergency was not caused by Contractor or a person for whom Contractor is responsible, any appropriate adjustment shall be determined under this Section. Contractor shall not perform nonemergency corrective or additional Work beyond what is reasonably necessary to address the immediate threat without written City authorization.

7.9 Grant-Related Changes. Contractor shall not materially alter a Project Element funded under FDEP Grant Agreement No. P25011 without prior written City authorization. Contractor acknowledges that FDEP approval may be required before the City can authorize the change.

The City’s request for a proposal, consideration of a substitution, or submission of a proposed change to FDEP does not authorize Contractor to proceed.

7.10 Processing of Change-Order Price Quotes. A price quote submitted in response to a change requested or issued by the City shall comply with Section 7.3 and shall be clearly identified as a “Change-Order Price Quote Submitted Under Section 218.755, Florida Statutes.” It shall be submitted to the City Representative at the address or electronic location designated in the NTP or subsequent written notice.

The City shall approve or deny a complete and compliant price quote and provide written notice of its decision within thirty-five (35) days after receipt, as required by Section 218.755, Florida Statutes. A denial shall identify the deficiencies and the actions necessary to correct them.