Agreement.PDF

Note: This section is a MODIFIED version of EJCDC® C-520, Copyright © 2018 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.

AGREEMENT BETWEEN OWNER AND CONTRACTOR

FOR CONSTRUCTION CONTRACT (STIPULATED PRICE)

This Agreement is dated as of ___________ day of _____________in the year 2025 by and between the City of Treasure Island (“Owner”) and ________________________, who is registered and licensed to do business in the State of Florida (“Contractor”). Owner and Contractor hereby agree as follows:

ARTICLE 1—TERMS USED IN THIS AGREEMENT HAVE THE MEANINGS STATED IN THE GENERAL

CONDITIONS AND THE SUPPLEMENTARY CONDITIONS. WORK

1.01 Contractor shall complete all Work as specified or indicated in the Contract Documents. The Work is generally described as the furnishing, delivering, and installing all materials, equipment, incidentals and services, including labor, for the Work, which generally includes, but is not necessarily limited to the Project described below in Article 2.

ARTICLE 2—THE PROJECT

2.01 THE PROJECT, OF WHICH THE WORK UNDER THE CONTRACT DOCUMENTS IS A PART, IS

GENERALLY DESCRIBED AS FOLLOWS: ROSSELLI PARK TENNIS COURT DEMOLITION &

PICKLEBALL COURT CONSTRUCTION

2.02 All Work for the Project shall be constructed in accordance with the Drawings and Specifications prepared by KIMLEY-HORN.

ARTICLE 3—ENGINEER

3.01 The Owner has retained Kimley-Horn (“Engineer”) to act as Owner’s representative, assume all duties and responsibilities of Engineer, and have the rights and authority assigned to Engineer in the Contract.

3.02 The part of the Project that pertains to the Work has been designed by Kimley-Horn.

ARTICLE 4—CONTRACT TIMES

4.01 Time is of the Essence

A. All time limits for Milestones, if any, Substantial Completion, and completion and readiness for final payment as stated in the Contract Documents are of the essence of the Contract.

4.02 Contract Times: Dates

A. The Work, including any alternate if elected by the Owner, will be substantially complete within 90 calendar days after the date when the Contract Times commence to run as provided in Paragraph 4.01 of the General Conditions, and completed and ready for final payment in accordance with Paragraph 15.06 of the General Conditions within 30 calendar days after substantially complete.

B. Parts of the Work shall be substantially completed on or before the following Milestone date:

1. None

Note: This section is a MODIFIED version of EJCDC® C-520, Copyright © 2018 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.

4.03 Liquidated Damages

A. Contractor and Owner recognize that time is of the essence as stated in Paragraph 4.01 above and that Owner will suffer direct financial and other losses if the Work is not completed within the Contract Times and Milestones are not achieved within the times specified in Paragraph

4.02 above, plus any extensions thereof allowed in accordance with the Contract. The parties also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding, the actual loss suffered by Owner if the Work is not completed on time.

Accordingly, instead of requiring any such proof, Owner and Contractor agree that as liquidated damages for delay (but not as a penalty):

1. Substantial Completion: Contractor shall pay Owner $1,000 for each day that expires after the time (as duly adjusted pursuant to the Contract) specified in Paragraph 4.02.A above for Substantial Completion, until the Work is substantially complete.

2. Completion of Remaining Work: After Substantial Completion, if Contractor shall neglect, refuse, or fail to complete the remaining Work within the Contract Times (as duly adjusted pursuant to the Contract) for completion and readiness for final payment, Contractor shall pay Owner $1,000 for each day that expires after such time until the Work is completed and ready for final payment.

3. Milestones: Contractor shall pay the Owner a lump sum representing the balance of money from outside sources the Owner will forfeit if not expended within the timeframe provided in the Contract Documents. The Owner may use such amount owed as a set-off against payments owed to Contractor. These milestones are presented in Article 4.02.B above.

4. Liquidated damages for failing to timely attain Milestones, if any, Substantial Completion, and final completion are not additive and will not be imposed concurrently.

B. The Owner may deduct liquidated damages as described in this section from any unpaid amounts due to Contractor under this Contract.

C. These amounts represent a reasonable estimate of Owner’s expenses for extended delays and for inspection, engineering services and administrative costs associated with such delay.

D. Any liquidated damages not deducted or set-off from any unpaid amounts due to Contractor shall be payable to the Owner, at the demand of the Owner, together with interest from the date of the demand at the maximum allowed interest rate.

4.04 Special Damages

A. Contractor shall reimburse Owner (1) for any fines or penalties imposed on Owner as a direct result of the Contractor’s failure to attain Substantial Completion according to the Contract Times, and (2) for the actual costs reasonably incurred by Owner for engineering, construction observation, inspection, and administrative services needed after the time specified in Paragraph 4.02 for Substantial Completion (as duly adjusted pursuant to the Contract), until the Work is substantially complete.

B. After Contractor achieves Substantial Completion, if Contractor shall neglect, refuse, or fail to complete the remaining Work within the Contract Times, Contractor shall reimburse Owner for the actual costs reasonably incurred by Owner for engineering, construction observation, inspection, and administrative services needed after the time specified in Paragraph 4.02 for

Note: This section is a MODIFIED version of EJCDC® C-520, Copyright © 2018 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.

Work to be completed and ready for final payment (as duly adjusted pursuant to the Contract), until the Work is completed and ready for final payment.

C. The special damages imposed in this paragraph are supplemental to any liquidated damages for delayed completion established in this Agreement.

D. The Owner may deduct special damages as described in this section from any unpaid amounts due to Contractor under this Contract.

ARTICLE 5—CONTRACT PRICE

5.01 Owner shall pay Contractor for completion of the Work in accordance with the Contract Documents, the amounts that follow, subject to adjustment under the Contract:

A. For all Base Bid Work, a lump sum of: $________________________.

B. For Alternate Work, a lump sum of: $_________________________.

C. For all Work, at the prices stated in Contractor’s Bid, attached hereto as an exhibit.

ARTICLE 6—PAYMENT PROCEDURES

6.01 Submittal and Processing of Payments

A. Contractor shall submit Applications for Payment in accordance with Article 15 of the General Conditions. Applications for Payment will be processed by Engineer as provided in the General Conditions.

6.02 Progress Payments; Retainage

A. Owner may make progress payments on the basis of Contractor’s Applications for Payment in accordance with section 218.735, Fla. Stat. (“Florida’s Prompt Payment Act”) and Paragraph 6.02.A.1 below, provided that such Applications for Payment have been submitted in a timely manner and otherwise meet the requirements of the Contract. All such payments will be measured by the Schedule of Values established as provided in the General Conditions (and in the case of Unit Price Work based on the number of units completed) or, in the event there is no Schedule of Values, as provided elsewhere in the Contract. All retainage shall comply with section 255.078, Florida Statutes. All payments shall comply with section 218.735, Fla.

Stat. (“Florida’s Prompt Payment Act”).

1. Prior to Substantial Completion, any progress payments will be made in an amount equal to the percentage indicated below but, in each case, less the aggregate of payments previously made and less such amounts as Owner may withhold, including but not limited to liquidated damages, in accordance with the Contract.

a. Ninety-Five percent of Work completed (with the balance being retainage).

b. Ninety-Five percent of cost of materials and equipment not incorporated in the Work (with the balance being retainage).

2. Within 20 business days after developing a punch list of items to be completed or corrected prior to final payment, and after receipt of a proper invoice or payment request, the Owner shall pay Contractor the remaining balance , including any remaining retainage

Note: This section is a MODIFIED version of EJCDC® C-520, Copyright © 2018 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.

withheld by the Owner pursuant to section 255.078, Florida Statutes less an amount equal to 150 percent of the estimated cost to complete the items on the list.

3. Upon completion of all items on the punch list of items to be completed or corrected prior to final payment, Contractor may submit a payment request for all remaining retainage withheld by the Owner pursuant to section 255.078, Florida Statutes. If a good faith dispute exists as to whether one or more items identified on the list have been completed pursuant to the Contract, the Owner may continue to withhold an amount not to exceed 150 percent of the total costs to complete such items.

B. If Owner fails to develop a punch list of items to be completed or corrected prior to final payment, Contractor may submit a payment request for all remaining retainage withheld by Owner pursuant to section 255.078, Florida Statutes, and Owner must pay the contractor all remaining retainage previously withheld within 20 days after receipt of the payment request.

6.03 Final Payment

A. Upon final completion and acceptance of the Work in accordance with Paragraph 15.06 of the General Conditions, Owner shall pay the remainder of the Contract Price as recommended by Engineer as provided in said Paragraph 15.06. Contractor’s acceptance of final payment from Owner shall constitute the Contractor’s full waiver and release of the Owner.

ARTICLE 7—CONTRACT DOCUMENTS

7.01 Contents

A. The Contract Documents consist of all of the following:

1. This Agreement.

2. Bonds:

a. Performance bond (together with power of attorney).

b. Payment bond (together with power of attorney).

3. General Conditions.

4. Supplementary Conditions.

5. Measurement and Project Details.

6. Drawings (not attached but incorporated by reference) bearing the following general title:

Plans Prepared for Rosselli Park Pickleball Courts.

7. Attachments (numbers 1 to 9, inclusive).

7. Addenda (numbers 1 to [number], inclusive).

8. Invitation to Bid 25-016.

9. Bidder Qualification Statement.

10. Instructions to Bidders.

11. Contractor’s Bid.

12. Subcontractor list.

13. Trench Safety Form.

Note: This section is a MODIFIED version of EJCDC® C-520, Copyright © 2018 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.

14. The following which may be delivered or issued on or after the Effective Date of the Contract and are not attached hereto (samples of the forms are included):

a. Notice to Proceed.

b. Work Change Directives.

c. Change Orders.

d. Permit Modifications and/or Amendments.

e. Contractor’s Affidavit.

f. Warranty Bond, if any.

15. All applicable provisions of state and federal law, which are incorporated by reference and included as if attached to this Contract, and any Modification, including all Change Orders, duly delivered after execution of Contract.

B. The Contract Documents listed in Paragraph 7.01.A are attached to this Agreement (except as expressly noted otherwise above).

C. There are no Contract Documents other than those listed above in this Article 7.

D. The Contract Documents, including the Contract Time, Contract Price, scope, specification, and details of the Project may only be modified by written agreement of the Parties.

1. Written Change Orders on the Project. Notwithstanding anything contained in the Contract Documents to the contrary, Owner’s Project Manager and Engineer may at any time, by written order, make changes within the scope of the Work to be performed by Contractor under the Contract Documents. However, no such written order shall serve to increase the Contract Price, the Contract Time, or give Contractor any Claim for any compensation in addition to the Contract Price. If any such change would cause an increase in the Contract Price or Contract Time whether or not requested by Owner or initiated by Contractor, such change shall only be authorized in writing and if approved by Owner’s City Commission at a duly noticed public meeting. In the event any change would result in an increase in the Contract Price or Contract Time, Contractor shall notify Owner within seven (7) days in writing. The written notice shall state in all capital, bold letters that the change order would result in an increase in the Contract Price and/or Contract Time and shall include a statement outlining the reasons for the change, a complete description of the change, and detailed description of products to be purchased and any back-up detail and documentation supporting the request. Such notice must be submitted and approved by Owner’s City Commission at a duly noticed public meeting prior to performing any work contemplated by the change order. If Contractor proceeds with additional work prior to such approval or without providing the notice required herein strictly in accordance with the terms of this subsection, Contractor shall not receive any additional compensation for such work. Failure to agree to any adjustment shall be a dispute within the meaning of the Contract Documents.

2. Contractor’s Assent. The execution of a change order by the Contractor shall be conclusive evidence of the Contractor’s agreement to the ordered changes in the work, this Agreement as thus amended, the Contract Price, or the Contract Time for performance by the Contractor. The Contractor, by executing the Change Order, waives and forever releases any Claim against the City for additional time or compensation for matters

Note: This section is a MODIFIED version of EJCDC® C-520, Copyright © 2018 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.

relating to, arising out of, or resulting from the work include within or affected by the executed Change Order of which the Contractor to knew or should have known.

3. No Stoppage of Work. Notwithstanding the foregoing, nothing in this clause shall excuse Contractor from proceeding with the Agreement as changed except for those changes which would increase the Contract Price.

4. Representative. Owner’s Project Manager and Engineer are the only Owner representatives authorized to make changes to this Agreement, and only if such change does not serve to increase the Contract Price, the Contract Time, or change the scope of services. Any instructions, written or oral, given to Contractor by someone other than the Owner designated representatives, listed above, that represent a change in the Project or any of its terms, will not be considered as an authorized change. Any action on the part of Contractor taken in compliance with such instructions will not be grounds for subsequent payment or other consideration in compliance with the unauthorized change.

ARTICLE 8—REPRESENTATIONS, CERTIFICATIONS, AND STIPULATIONS

8.01 Contractor’s Representations

A. In order to induce Owner to enter into this Contract, Contractor makes the following representations:

1. Contractor has examined and carefully studied the Contract Documents, including Addenda and any data and reference items identified in the Contract Documents.

2. Contractor has visited the Site, conducted a thorough, alert visual examination of the Site and adjacent areas, and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Work.

3. Contractor is familiar with and is satisfied as to state, federal and local Laws and Regulations that may affect cost, progress, and performance of the Work.

4. Contractor has carefully studied all: (1) reports of explorations and tests of subsurface conditions at or adjacent to the Site and all drawings of physical conditions relating to existing surface or subsurface structures at the Site that have been identified in the General and Supplementary Conditions, especially with respect to Technical Data in such reports and drawings, and (2) reports and drawings relating to Hazardous Environmental Conditions, if any, at or adjacent to the Site that have been identified in the General and Supplementary Conditions, especially with respect to Technical Data in such reports and drawings.

5. Contractor has considered that it has carefully examined, satisfied itself as to the conditions and limitations under which the Work is to be performed, including without limitation 1) the location, layout, and nature of the Site and surrounding areas, 2) generally occurring climate and weather conditions, and 3) anticipated labor, supply and costs; and 4) availability of materials, tools, and equipment and other similar issues.

6. Contractor has considered the information known to Contractor itself; information commonly known to contractors doing business in the locality of the Site; information and observations obtained from visits to the Site; the Contract Documents; and the Technical Data identified in the Supplementary Conditions or by definition, with respect to the effect of such information, observations, and Technical Data on (1) the cost, Note: This section is a MODIFIED version of EJCDC® C-520, Copyright © 2018 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.

progress, and performance of the Work; (2) the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor; and (3) Contractor’s safety precautions and programs.

7. Based on the information and observations referred to in the preceding paragraph, Contractor agrees that no further examinations, investigations, explorations, tests, studies, or data are necessary for the performance of the Work at the Contract Price, within the Contract Times, and in accordance with the other terms and conditions of the Contract.

8. Contractor is aware of the general nature of work to be performed by Owner and others at the Site that relates to the Work as indicated in the Contract Documents.

9. Contractor has given Engineer written notice of all conflicts, errors, ambiguities, or discrepancies that Contractor has discovered in the Contract Documents, and the written resolution thereof by Engineer is acceptable to Contractor.

10. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work.

11. Contractor’s entry into this Contract constitutes an incontrovertible representation by Contractor that without exception all prices in the Contract are premised upon performing and furnishing the Work required by the Contract Documents.

12. Contractor accepts assignment of responsibilities for Owner direct procurement items as described in the Tax Savings Provision in the Instructions to Bidders.

ARTICLE 9 – PROJECT FUNDING

9.01 Contractor acknowledges and agrees that payments made under this Agreement will be funded with public funds. Contractor shall ensure that all use of funds under this Agreement complies with all applicable laws,, regulations, and guidelines governing the use of public monies.

A. DBE Policy: The contractor and subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. The Contractor shall carry out applicable requirements of 49 CFR part 26 in the award and administration of this Contract. Failure by the Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or such remedy as the Owner deems appropriate.

B. Contractor understands that the funding is dependent on completion of Work within the Contract Times and the Milestones and the Contractor agrees to complete the Work within the Contract Times and Milestones. Should the Contractor fail to complete the Work within the Contact Times and Milestones, the Contractor agrees the provisions of Article 4 above shall apply.

C. No member, officer or employee of Contractor during this Contract or 2 years thereafter shall have any interest, direct or indirect, in this contract or the proceeds thereof. Moreover, this provision must be inserted in any subcontracts for the Work.

D. Contractor shall not employ unauthorized aliens in violation of section 274(e) of the Immigration and Naturalization Act. If Contractor knowingly employs unauthorized aliens, such violation will be cause for unilateral cancellation of this Contract.

Note: This section is a MODIFIED version of EJCDC® C-520, Copyright © 2018 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.

E. To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Owner and all of its officers, agents, and employees from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney’s fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of the Contract and person employed or utilized by the Contractor in the performance of this Contract. This indemnification provision shall survive termination of this Contract. Nothing contained in this paragraph is intended to nor shall it constitute a waiver of the State of Florida and the Owner’s sovereign immunity.

F. A person or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity.

G. A person or affiliate who has been placed on the antitrust violator vendor list following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply on any contract to provide any good or services to a public entity; may not submit a bid, proposal, or reply on any contract with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with a public entity; and may not transact new business with a public entity.

H. Contractor shall notify the Owner if it or any of its suppliers, subcontractors, or consultants have been placed on the convicted vendor list, the discriminatory vendor list, or antitrust violator vendor list during the life of this Contract. The Florida Department of Management Services is responsible for maintaining the discriminatory vendor list and the antitrust violator vendor list and posts the list on its website. Questions regarding the discriminatory vendor list or antitrust violator vendor list may be directed to the Florida Department of Management Services, Office of Supplier Diversity, at (850) 487-0915.

I. Contractor agrees to include the above provision (E.) in its subcontracts for those who perform Work in connection with this Contract.

ARTICLE 10 – TERMINATION OR SUSPENSION

10.01 Termination

A. The Contract may be terminated by the Owner or Contractor as provided in Article 16 of the General Conditions.

10.02 Suspension by Owner

A. The Work may be suspended by the Owner as provided in Article 16 of the General Conditions.

Note: This section is a MODIFIED version of EJCDC® C-520, Copyright © 2018 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.

ARTICLE 11 – MISCELLANEOUS

11.01 Terms

A. Terms used in this Agreement will have the meanings stated in the General Conditions.

11.02 Assignment of Contract

A. Unless expressly agreed to elsewhere in the Contract, no assignment by a party hereto of any rights under or interests in the Contract will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, money that may become due and money that is due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. Notwithstanding the foregoing, the Owner may assign this Contract to the State of Florida for any political subdivision, municipality, special district, or authority thereof without Contractor’s consent and without recourse.

11.03 Successors and Assigns

A. Owner and Contractor each binds itself, its successors, assigns, and legal representatives to the other party hereto, its successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract Documents.

B. This Contract is solely for the benefit of the parties and no right or privilege or cause of action shall by reason hereof accrue upon to, or for the benefit of any third party. Nothing in this Contract is intended or will be construed to confer upon or give any person, corporation, partnership, trust, private entity, or agency any right, remedy, or claim under or by reason of this Contract or any provisions or conditions of this Contract.

11.04 Severability

A. Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and Contractor, who agree that the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision.

B. Neither the validity of this Contract nor the validity of any portion of it may be challenged by any party to this Contract, and each party waives any right to initiate such challenge.

Furthermore, if this Contract or any portion is challenged by a third party in a judicial, administrative, or appellate proceeding (each party covenanting with the other party not to initiate, encourage, foster, promote, cooperate with or acquiesce to such challenge), the parties collectively and individually agree, at their individual sole cost and expense, to defend in good faith its validity through a final judicial determination or other resolution, unless all parties mutually agree in writing not to defend such challenge or not to appeal any decisions invalidating this Contract or portion thereof.

11.05 Contractor’s Certifications

A. Contractor certifies that it has not engaged in corrupt, fraudulent, collusive, or coercive practices in competing for or in executing the Contract. For the purposes of this Paragraph 10.05:

Note: This section is a MODIFIED version of EJCDC® C-520, Copyright © 2018 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.

1. “corrupt practice” means the offering, giving, receiving, or soliciting of anything of value likely to influence the action of a public official in the bidding process or in the Contract execution;

2. “fraudulent practice” means an intentional misrepresentation of facts made (a) to influence the bidding process or the execution of the Contract to the detriment of Owner, (b) to establish Bid or Contract prices at artificial non-competitive levels, or (c) to deprive Owner of the benefits of free and open competition;

3. “collusive practice” means a scheme or arrangement between two or more Bidders, with or without the knowledge of Owner, a purpose of which is to establish Bid prices at artificial, non-competitive levels; and

4. “coercive practice” means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the bidding process or affect the execution of the Contract.

B. Contractor shall pay promptly and before final payment, any claims or liens incurred in and about this work, and to execute a Contractor’s affidavit for final payment.

11.06 Other Provisions

A. E-verify - Contractor shall comply with all applicable provisions of sections 448.09 and 448.095, Florida Statutes, as may be amended. The definitions in section 448.095(1), Florida Statutes, as may be amended, apply to this section of the Contract. Contractor shall register with and use the U.S. Department of Homeland Security’s E-Verify system to verify the work authorization status of all employees of Contractor. Contractor may not enter into a contract with a subcontractor to perform work under this Contract unless and until the subcontractor registers with and uses the E-Verify system. If Contractor enters into a contract with a subcontractor to perform work under this Contract, Contractor must obtain a properly executed affidavit from the subcontractor stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Contractor must maintain copies of all such affidavits for the duration of this Contract. The Owner may terminate this Contract for cause if the Owner determines that Contractor or Contractor’s subcontractor has not complied with any applicable provision of sections 448.09 or 448.095, Florida Statutes, as may be amended. The Owner will terminate this Contract for cause if the Owner has a good faith belief that Contractor has knowingly violated subsection 448.09(1), Florida Statutes, as may be amended. If the Owner has a good faith belief that a subcontractor knowingly violated section 448.09(1), Florida Statutes, as may be amended, but Owner determines that Contractor otherwise complied with section 448.09(1), Florida Statutes, as may be amended, Owner will notify Contractor as such, and Contractor must immediately terminate Contractor’s contract with said subcontractor. If this Contract is terminated under section 448.095(c), F.S.: (a) such termination is not a breach of this Contract and may not be considered as such; (b) Contractor may not be awarded a public contract for at least 1 year after the date on which the Contract is terminated; and (c) Contractor is liable for any additional costs incurred by the Owner as a result of the termination of the Contract.

B. The Owner and Contractor agree that this Contract shall be governed by applicable Florida Law. Venue for any legal action in connection with this Contract shall be in the Circuit Court of the Sixth Judicial Circuit in and for Pinellas County. In any claim dispute procedure or litigation arising from this Contract, each party shall be solely responsible for paying its attorney’s fees and costs.

Note: This section is a MODIFIED version of EJCDC® C-520, Copyright © 2018 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.

C. Each party to this Contract has had the benefit of representation by counsel and equal input into drafting this Contract such that no provision of this Contract shall be strictly construed against one party as the draft of the Contract.

D. The headings and captions of articles, sections and paragraphs used in this Agreement are for convenience of reference only and are not intended to define or limit their contents, nor are they to affect the construction of or be taken into consideration in interpreting this Agreement.

E. Pursuant to section 119.0701, Florida Statutes, for any tasks performed by Contractor on behalf of the Owner, Contractor shall: (a) keep and maintain all public records, as that term is defined in chapter 119, Florida Statutes (“Public Records”), required by the Owner to perform the work contemplated by this Contract; (b) upon request from the Owner’s custodian of public records, provide the Owner with a copy of the requested Public Records or allow the Public Records to be inspected or copied within a reasonable time at a cost that does not exceed the costs provided in chapter 119, Florida Statutes, or as otherwise provided by law; (c) ensure that Public Records that are exempt or confidential and exempt from Public Records disclosure requirements are not disclosed except as authorized by law for the duration of the term of this Agreement and following completion or termination of this Contract, if Contractor does not transfer the records to the Owner in accordance with (d) below; and (d) upon completion or termination of this Contract, (i) if the Owner, in its sole and absolute discretion, requests that all Public Records in possession of Contractor be transferred to the Owner, Contractor shall transfer, at no cost, to the Owner, all Public Records in possession of Contractor within thirty (30) days of such request or (ii) if no such request is made by the Owner, Contractor shall keep and maintain the Public Records required by the Owner to perform the work contemplated by this Contract. If Contractor transfers all Public Records to the Owner pursuant to (d)(i) above, Contractor shall destroy any duplicate Public Records that are exempt or confidential and exempt from Public Records disclosure requirements within thirty (30) days of transferring the Public Records to the Owner and provide the Owner with written confirmation that such records have been destroyed within thirty (30) days of transferring the Public Records. If Contractor keeps and maintains Public Records pursuant to (d)(ii) above, Contractor shall meet all applicable requirements for retaining Public Records. All Public Records stored electronically must be provided to the Owner, upon request from the Owner’s custodian of public records, in a format that is compatible with the information technology of the Owner. If Contractor does not comply with a Public Records request or does not comply with a Public Records request within a reasonable amount of time, the Owner may terminate this Contract and/or pursue any and all remedies available in law or equity including, but not limited to, specific performance. The provisions of this section only apply to those tasks in which Contractor is acting on behalf of the Owner.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO

THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS

RELATING TO THIS CONTRACT, CONTACT THE

CUSTODIAN OF PUBLIC RECORDS AT: City Clerk, (727) 547-

4575 ext. 229; cityclerk@mytreasureisland.org, and City Hall, 10451

Gulf Blvd., Treasure Island, FL, 33706.

Note: This section is a MODIFIED version of EJCDC® C-520, Copyright © 2018 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.

F. This Agreement sets forth the entire agreement between the Parties as to the subject matter hereof and supersedes all previous written or oral negotiations, agreements, bids, and/or understandings. There are no understandings, representations, warranties, or agreements with respect to the subject matter hereof unless set forth explicitly in this Agreement.

G. The parties represent and warrant that each is authorized to enter into this Agreement without the consent and joinder of any other party and that the individuals executing this Agreement have full power and authority to bind their respective party to the terms hereof.

H. This Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same instrument. This Agreement may be executed by electronic signature technology and such electronic signature shall act as the parties’ legal signatures on this Agreement and shall be treated in all respects as an original handwritten signature.

I. Owner stipulates that if the General Conditions that are made a part of this Contract are based on EJCDC® C-700, Standard General Conditions for the Construction Contract, published by the Engineers Joint Contract Documents Committee®, and if Owner is the party that has furnished said General Conditions, then Owner has plainly shown all modifications to the standard wording of such published document to the Contractor, through a process such as highlighting or “track changes” (redline/strikeout), or in the Supplementary Conditions.

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Note: This section is a MODIFIED version of EJCDC® C-520, Copyright © 2018 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.

IN WITNESS WHEREOF, Owner and Contractor have signed this Agreement.

This Agreement will be effective on the date duly approved by the City Commission (which is the Effective Date of the Contract).

Owner: Contractor:

City of Treasure Island (typed or printed name of organization) (typed or printed name of organization)

By: By:

(individual’s signature) (individual’s signature)

Date: Date:

(date signed) (date signed)

Name: Charles Van Zant Name:

(typed or printed) (typed or printed)

Title: City Manager Title:

(typed or printed) (typed or printed)

(If [Type of Entity] is a corporation, a partnership, or a joint venture, attach evidence of authority to sign.)

Attest: Attest:

(individual’s signature) (individual’s signature)

Title: City Clerk Title:

(typed or printed) (typed or printed)

Address for giving notices: Address for giving notices:

10451 Gulf Blvd.

Treasure Island, FL 33706

Designated Representative: Designated Representative:

Name: Cathy Hayduke Name:

(typed or printed) (typed or printed)

Title: Director of Parks & Recreation Title:

(typed or printed) (typed or printed)

Address: Address:

10451 Gulf Blvd.

Treasure Island, FL 33607

Phone: 727-457-4545 x237 Phone:

Email: chayduke@mytreasureisland.org Email:

License No.:

(where applicable)

State:

Contractor to attach evidence of authority to sign and resolution or other documents authorizing execution of this Agreement.)