AGREEMENT-FDOT_CONSTRUCTION_(9-28-26).pdf

FDOT Construction Contract | Revised 8-13-26 1

FDOT CONSTRUCTION AGREEMENT

THE CITY OF FORT MYERS

And

>CONTRACTOR

For the project known as

>TITLE, >#

FDOT Construction Contract | Revised 8-13-26 2

LAP CONSTRUCTION AGREEMENT

between

CITY OF FORT MYERS, FLORIDA

and

>[Contractor]

Procurement staff, meet with department requesting solicitation to address the questionnaire at the end of this document and then search for “>” to add needed information. When complete right click over “Contents” on next line and update entire table.

Table of Contents

ARTICLE 1 - DEFINITIONS

ARTICLE 2 – TERM

ARTICLE 3 – CONTRACT DOCUMENTS

3.1. Order of Precedence

ARTICLE 4 – NOTICES

4.1. Notices by Contractor to City

4.2. Notices by City to Contractor

4.3. Change or Address of Record

ARTICLE 5 – SCOPE OF SERVICES / WORK

ARTICLE 6 – CONTRACT AMOUNT AND TIME

6.1. Contract Amount

6.2. Contract Time & Liquidated Damages

ARTICLE 7 - AMENDMENTS/MODIFICATIONS/CHANGES IN WORK

ARTICLE 8 – NO THIRD-PARTY BENEFICIARIES

ARTICLE 9 - ASSIGNMENT, TRANSFER AND SUBCONTRACTS

ARTICLE 10 – REPRESENTATION OF THE CONTRACTOR

ARTICLE 11 – REPRESENTATION OF THE CITY

ARTICLE 12 - RELATIONSHIP BETWEEN PARTIES

ARTICLE 13 - OBLIGATIONS OF THE CONTRACTOR

13.1. Contract Documents

13.2. Warranty

13.2. Conflicts, Errors, or Discrepancies

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13.3. Conflicts, Errors, or Discrepancies

13.4. Equipment

13.5. Inspections and Testing

13.6. Non-Discrimination

13.7. Name Change

13.8. Patents, Royalties and Copyrights

13.9. Permits, Taxes, Licenses

13.10. Record Retention

13.11. Subcontractor

13.12. Contractor to Repair Property Damage Caused by the Contractor

13.12. Not to Divulge Certain Information

13.13. Safety

13.14. Safety Data Sheets (SDS)

13.15. Not to Divulge Certain Information

13.16. Responsibility for Estimates

13.17. Contractor’s Project Manager

13.18. Truth-In-Negotiations Certificate

13.19. Quality Control

13.20. Completion of Tasks

13.21. Reports

13.22. All Drawings

13.23. Qualified Personnel

13.24. Removal of Personnel

13.25. City’s Construction Project Management Platform Software

13.26. Accessibility Requirements

13.27. Additional Services

ARTICLE 14 – OBLIGATION’S OF THE CITY

14.1. Designation of City’s Representative

14.2. Availability of City Information

14.3. Availability of City's Designated Representatives

FDOT Construction Contract | Revised 8-13-26 4

14.4. Access to City Property

14.5. Plans Review

14.6. Performance of the Contractor

ARTICLE 15 – TIME AND SCHEDULE OF PERFORMANCE

15.1. Notice to Proceed / Purchase Order

15.2. Time of Performance

15.3. Work Schedule

15.4. Failure to Perform in a Timely Manner

ARTICLE 16 –NOTICE OF CLAIM; WAIVER OF REMEDIES; NO DAMAGE FOR

DELAY

16.1. Notice of Claims

16.2. Remedies and No Damages for Delay

ARTICLE 17 – INSURANCE

17.1. Insurance Terms and Conditions

17.2. Insurance Certificate Required

17.3. Insurance Coverages Required

ARTICLE 18 - INDEMNIFICATION / HOLD HARMLESS

ARTICLE 19 – LAWS

19.1. Governing Law / Venue

19.2. Antitrust

19.3. Conflict of Interest

>19.4. Continuing Contracts

19.5. Discrimination

19.6. E-Verify

19.7. Florida Civil Rights Act (FCRA)

19.8. Florida Public Records Law

19.9. Florida Public Entity Crimes

19.10. Human Trafficking

19.11. Immigration Laws

19.12. Inspector General

FDOT Construction Contract | Revised 8-13-26 5

19.13. Scrutinized Companies

ARTICLE 20 – IMPROPER USE OF FACILITIES

ARTICLE 21 – WAIVER OF BREACH

ARTICLE 22 – OWNERSHIP OF DOCUMENTS

ARTICLE 23 - HEADINGS

ARTICLE 24 – RESERVATION OF RIGHTS

ARTICLE 25 - FAILURE TO ENFORCE

ARTICLE 26 - FORCE MAJEURE

ARTICLE 27 – ERRORS AND OMISSIONS (RESERVED)

ARTICLE 28 - SEVERABILITY

ARTICLE 29 –CONTINGENT FEE PROHIBITION

ARTICLE 30 - PURCHASE ORDERS / ORDERING

30.1. Purchase Orders

>30.2. Ordering

>ARTICLE 31 - OWNER DIRECT PURCHASES

ARTICLE 32 – DELIVERY

ARTICLE 33 – ACCEPTANCE OF MATERIALS/SERVICES

ARTICLE 34 – DISCONTINUED ITEMS

ARTICLE 35 – RETURNS

ARTICLE 36 – INTERNET/WEB-BASED SERVICES

>ARTICLE 37. SOFTWARE LICENSES

>ARTICLE 38 - PRICE ADJUSTMENT

ARTICLE 39 – PAYMENT

39.1. Basic Services

39.2. Additional Services

39.3. Discounts

39.4. Invoicing

39.5. Method of Payment

39.6. Payment Dispute Resolution

39.7. Payment When Services are Terminated by the City

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39.8. Payment of Subcontractors and Suppliers

ARTICLE 40 -TERMINATION

ARTICLE 41 - DISPUTE RESOLUTION / LEGAL REMEDIES

ARTICLE 42 - CONTRACT EXECUTION

ARTICLE 43 – MISCELLANEOUS CLAUSES

43.1. Non-Exclusive Contract

43.2. Documents

43.3. Independent Contractor

43.4. Taxes

ARTICLE 44 - ACCEPTANCE

Exhibit A– SCOPE

Exhibit B – FEE SCHEDULE

Exhibit C – PAYMENT BOND

Exhibit D – PERFORMANCE BOND

Exhibit E – PROJECT SECURITY

Exhibit F – CERTIFICATION OF SUBLET WORK

Exhibit G – WARRANTY OF TITLE / LEIN RELEASE

Exhibit H – HUMAN TRAFFICKING AFFIDAVIT

Exhibit I – CERTIFICATE OF INSURANCE

Exhibit J – FDOT CONSTRUCTION SUPPLEMENTAL CONDITIONS

1. Number of Responses

2. Advertisement

3. Bonding Requirements

4. Buy America Requirements § 23 CFR 635.410

5. Certification of Current Capacity

6. Change Orders

7. Claims by Contractor

8. Conflict of Interest

9. Contractor Purchased Equipment for State or Local Ownership

10. Disadvantages Business Enterprise (DBE)

FDOT Construction Contract | Revised 8-13-26 7

11. E-Verify

12. Equipment Rental Rates

13. FHWA Form 1273

14. Foreign Contractor and Supplier Restriction

15. Incentive / Disincentive Clauses

16. Indemnification and Insurance

17. Indian Preference on Federal-Aid Projects

18. Inspector General

19. Liquidated Damages

20. Lobbying Certification

21. Local/State Hiring Preference

22. Method of Construction

23. Non-Collusion

24. Off-site Storage and Staging Areas

25. On the Job Training Requirements

26. Owner force account /Cost-Effective Justification

27. Patented/Proprietary Materials and Sole Source Products

28. Prequalification for Contractors

29. Prevailing Minimum Wage

30. Progress Payments / Estimates

31. Prohibition Against Convict Produced Materials

32. Public Agencies in Competition With the Private Sector

33. Publicly Owned Equipment (23 CFR 635.106)

34. Standardized changed condition clauses § 23 CFR 635.109

35. State Produced Materials (23 CFR 635.409)

36. State/Local Owned/Furnished/Designated Materials (23 CFR 635.407)

37. Subcontracting

38. Suspension and Debarment

39. Termination of Contract (Agreement) (23 CFR 635.125)

40. Time Extensions

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41. Warranty Clauses (23 CFR 635.413)

42. Human Trafficking Affidavit (F.S. 787.06 (13))

This CONSTRUCTION AGREEMENT is made and entered into on the effective date (the date the last party signs it) between the City of Fort Myers, Florida, a municipal corporation in the STATE OF FLORIDA hereinafter referred to as the "City", and >[Contractor] hereinafter referred to as the

"CONTRACTOR".

RECITALS

WHEREAS, the City desires to obtain the Services of said Contractor to provide and perform Services as further described hereinafter concerning the Project to be referred to and identified as: >Solicitation Title, number, date, which is attached by reference and made part of this Agreement/Contract. Contractor hereby agrees to provide and perform the services required and necessary to complete the services and work as set forth in these documents, and

WHEREAS, the Contractor hereby certifies that the Contractor has been granted and possesses valid, current licenses to do business in Lee County, Florida and in the City of Fort Myers issued by the respective State Boards and Government Agencies responsible for regulating and licensing the Services to be provided and performed by the Contractor pursuant to this Agreement; and

WHEREAS, the Contractor has reviewed the Services required pursuant to this Agreement and is qualified, willing and able to provide, perform or acquire all such services in accordance with the provisions, conditions and terms hereinafter set forth; and

NOW, THEREFORE in consideration of the mutual covenants, terms and provisions contained herein, the parties hereto agree that with the mutual acceptance of this Agreement, as indicated hereinafter by the execution of this Agreement by both parties, that a Contract shall exist between both parties consisting of:

ARTICLE 1 - DEFINITIONS

ADDITIONAL SERVICES any Additional Services that the Owner may request and authorize, in writing, which are not included in the Statement of Work of Services.

AMENDMENT/SUPPLEMENTAL AGREEMENT - A formal, written change to an executed contract that modifies, adds to, or deletes terms, conditions, Statement of Work, period of performance, pricing, or other provisions. [All Contract Amendments must be executed by authorized representatives of both the Contractor and the City to be valid and enforceable. Verbal agreements or informal communications shall not be considered binding Amendments.

Used for administrative changes to Professional Services or general service contracts. Not typically used for construction Statement of Work or PO quantity changes.

APPROVAL - When applied to Approval from the City, this term shall mean Approval which is, at a minimum, evidenced by a written document authored or initialed by the City and subject to the formalities imposed by specific provisions in this Contract.

BASIC SERVICES - refers to the Professional Services set forth and required pursuant to this Agreement, and as described in further detail in the attached "Statement of Work of Services", which is attached hereto and made a part of this Agreement.

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CHANGE ORDER a written document executed by both parties to this Agreement setting forth such changes to the Statement of Work of Services as may be requested and authorized in writing by the City.

CITY the City of Fort Myers, a municipal corporation within the State of Florida, its officers, officials, agents, and representatives.

CONTRACT PRICE - The total monies payable by the City to the Contractor under the terms and conditions of the Contract Documents.

DAY - One (1) calendar day when used in the Contract, measured from midnight to the next midnight.

DEFECTIVE - Work that is unsatisfactory, deficient, or faulty; that fails to conform to the requirements of the Contract Documents; that does not meet applicable standards, tests, inspections, or approvals referenced in the Contract; or that has been damaged prior to final payment, unless such damage is the Agency Name's responsibility after Substantial Completion.

NOTICE TO PROCEED - A written notice given by City to the Contractor (with a copy to AE, if applicable) fixing the date on which the Contract Time will commence to run and on which the Contractor shall start to perform his obligations under the Contract Documents.

PROCUREMENT MANAGER - Chief Procurement Officer representing the City.

PROJECT MANAGER - The Contractor’s Project Manager shall be the individual designated by the Contractor, in writing, who shall serve as the primary point of contact and representative of the Contractor for all matters relating to the performance of services under this Agreement. The Contractor’s Project Manager shall be responsible for the day-to-day management, coordination, oversight, and execution of the Contractor’s obligations, including those performed by any Subcontractor.

The Contractor’s Project Manager shall:

A. Possess the authority to make decisions on behalf of the Contractor B. Ensure timely communication and coordination with the City’s Project Manager C. Promptly address any issues affecting performance, schedule, or quality D. Be accessible and responsive during the term of the Agreement.

The Supplier title shall not replace the City’s Project Manager without prior written notice to and approval by the City, which shall not be unreasonably withheld.

CONTRACTOR - the individual, firm or entity offering services which, by execution of this Agreement, shall be legally obligated, responsible, and liable for providing and performing any and all of the services, work, and materials, including services and/or the work of Subcontractors, required under the covenants, terms and provisions contained in this Agreement.

SERVICES - all services, work, materials, and all related professional, technical, and administrative activities that are necessary to perform and complete the services required pursuant to the terms and provisions of this Agreement.

SOLICITATION - An Invitation to Bid, Request for Proposals, Request for Statement of Qualifications, or any document used to obtain submissions for the purpose of entering a contract.

STATEMENT OF WORK - A written description in a contract detailing performance expectations and deliverables between the contracting parties. After the Contractor has been selected, the Statement of Work becomes the basis for the contract and must provide sufficient information to meet the entity’s needs and achieve successful outcomes, define the expectations of the parties, set price and payment schedules, and mitigate or avoid disputes.

FDOT Construction Contract | Revised 8-13-26 10

SUBCONTRACTOR - A Subcontractor is any individual, firm, partnership, corporation, or other legal entity, other than an employee of the Contractor, that is contracted by the Contractor to perform a portion of the services, work, or tasks required under this Agreement. All Subcontractor must be approved in writing by the City prior to commencing any work related to this Agreement.

The Contractor shall: a) Be fully responsible for the performance, conduct, and compliance of all Subcontractor; b) Ensure that all Subcontractor are bound by the same terms, conditions, and obligations as set forth in this Agreement; c) Remain the sole point of contractual responsibility to the Agency Name, regardless of any subcontracted services. Use of a Subcontractor does not relieve the Contractor of any obligation or liability under this Agreement.

ARTICLE 2 – TERM

This Agreement will be in effect on the effective date and shall end >__ days/years later, unless Amendments have otherwise been executed.

The City has the right to cancel or terminate this contract as described in these documents.

ARTICLE 3 – CONTRACT DOCUMENTS

The Contract Documents, which comprise the entire agreement between the City and the Contractor concerning the Services consist of this document plus: Attachment A-Statement of Work of Services, Attachment B-Bid Schedule/ Schedule of Values and also incorporate by reference all documents listed below:

3.1. Order of Precedence

In the event of any conflict, ambiguity, or inconsistency among the Contract Documents, the documents shall control in the following order of precedence, with the document highest in priority governing over any lower-listed document: (1) Duly executed Amendments, Change Orders, and Supplemental Agreements (in chronological order, most recent first); (2) This Professional Services Agreement, including all exhibits and attachments expressly incorporated herein; (3) Plans and Drawings, including approved revisions; (4) Addenda issued prior to receipt of Submittals; (5) The Solicitation (RFP/ITB) Documents, excluding the Contractor’s proposal; (6) The Contractor’s Proposal/Submittal, excluding any terms expressly rejected by the City; (7) The Purchase Order, if issued separately.

No provision of the Contractor’s Proposal shall modify or supersede the requirements of the Solicitation or Contract Documents unless expressly accepted in writing by the City in the executed Agreement or subsequent Amendment.

ARTICLE 4 – NOTICES

4.1. Notices by Contractor to City

All notices required and/or made pursuant to this Agreement to be given by the Contractor to the City shall be in writing and shall be given to the following electronic email addresses of record:

procurementservices@fortmyers.gov, cc@fortmyers.gov, and legalservice@fortmyers.gov.

Copy to:

City Attorney's Office, City of Fort Myers, 2200 Second Street, Fort Myers, FL 33901

4.2. Notices by City to Contractor

All notices required and/or made pursuant to this Agreement to be given by the City to the Contractor shall be made in writing and shall be provided electronically to the email address below:

mailto:procurementservices@fortmyers.gov mailto:clerk@cityftmyers.com mailto:legalservice@fortmyers.gov

FDOT Construction Contract | Revised 8-13-26 11

Contractor’s Name: >[Contractor]

Point if Contact: >[contact]

Mailing Address: >[address]

Phone: >[phone]

Email: >[email]

4.3. Change or Address of Record

Either party may change its address of record by written notice to the other party given in accordance with the requirements of this Article.

ARTICLE 5 – SCOPE OF SERVICES / WORK

The Contractor hereby agrees to provide and perform the Professional Services required and necessary to complete the services and work as set forth in these documents.

ARTICLE 6 – CONTRACT AMOUNT AND TIME

Contractor shall complete all Work as specified or indicated in the Contract Documents.

6.1. Contract Amount

>project specific City shall pay Contractor for completion of the Work in accordance with the Contract Documents in the amount of >Contract Amount ($xxxx.xx).

>continuing contract City shall pay the Contractor based on the unit prices stated herein.

6.2. Contract Time & Liquidated Damages

6.2.1. Substantial/Final Completion. The Work will be substantially completed within >___ calendar days from the date of the Notice to Proceed and finally completed within >___ calendar days from the date of the Notice to Proceed.

6.2.2. Liquidated Damages. See CDBG-DR Supplemental Conditions.

ARTICLE 7 - AMENDMENTS/MODIFICATIONS/CHANGES IN WORK

Amendments to this Contract may be made upon the mutual acceptance by both parties and shall only be valid when issued in writing as a properly executed [Amendment(s), Supplemental Agreement(s), or Change Order(s)] (as defined in the "Definitions" section). In the event of any conflicts between the requirements, provisions, and/or terms of this Contract and any written Amendment(s), Supplemental Agreement(s), or Change Order(s), then the latest executed Amendment(s), Supplemental Agreement(s), and/or Change Order(s) shall take precedence.

The City, without invalidating the contract, may order changes in the Work within the general Statement of Work of the contract consisting of additions, deletions, or other revisions, the Agreement price and time being adjusted accordingly. All such changes in the Work shall be authorized by a written Amendment to the contract and shall be executed under the applicable conditions of the contract upon Approval of City Council.

If the Contractor plans to make a claim for an increase in the Contract Price or an extension in the contract schedule term, it shall first give the City written notice within ten (10) calendar days after the occurrence of the event giving rise to such a claim. This written notice shall be given by the Contractor to the City, and a written Approval shall be secured from the Department and the Procurement Manager, City Council before proceeding to execute the Work, except in an emergency endangering life or property, in which case the Contractor shall immediately proceed. No claim for extra work will be

FDOT Construction Contract | Revised 8-13-26 12 considered valid by the City unless first submitted in writing. Section 218.755, Florida Statutes , requires the City to approve or deny Contractor-submitted Change Order quotes within 35 days. If no response is given, the quote is deemed automatically approved and payment is required upon completion. This deadline cannot be waived by contract.

Each such "Amendment", "Supplemental Agreement" or "Change Order" shall set forth a comprehensive, detailed description of: (1) the Statement of Work of the Additional Services requested; (2) the basis of compensation; and (3) the period of time and/or schedule for performing and completing said Additional Services.

ARTICLE 8 – NO THIRD-PARTY BENEFICIARIES

Both parties explicitly agree, and this Agreement states that no third-party beneficiary status or interest is conferred to, or inferred to, any other person or entity.

ARTICLE 9 - ASSIGNMENT, TRANSFER AND SUBCONTRACTS

See item VI of the FHWA-1273

ARTICLE 10 – REPRESENTATION OF THE CONTRACTOR

In order to induce City to enter into this Agreement Contractor makes the following representations:

10.1. Contractor has familiarized themselves with the nature and extent of the Contract Documents, Work, site, locality, and all local conditions and Laws and Regulations that in any manner may affect cost, progress, performance or furnishing of the Work.

10.2. Contractor has studied carefully all reports of exploration and tests of subsurface conditions and drawings of physical conditions which are identified in the Supplementary Conditions (if applicable) and the General Conditions, and accepts the determination set forth in the Supplementary Conditions of the extent of the technical data contained in such reports and drawings upon which Contractor is entitled to rely.

10.3. Contractor has obtained and carefully studied (or assumes responsibility for obtaining and carefully studying) all such examinations, investigations, explorations, tests, reports and studies (in addition to or to supplement those referred to in "Time and Schedule of Performance" which pertain to the subsurface or physical conditions, at or contiguous to, the site or otherwise may affect the cost, progress, performance or furnishing of the Work as Contractor considers necessary for the performance or furnishing of the Work at the Contract Price, within the Contract Time, and in accordance with the other terms and conditions of the Contract Documents, including specifically the provisions of the General Conditions found in the solicitation;

and no additional examinations, investigations, explorations, tests, reports, studies or similar information or data are, or will be, required by Contractor for such purposes.

10.4. If applicable, Contractor has reviewed and checked all information and data shown, or indicated on the Contract Documents, with respect to existing Underground Facilities at or contiguous to the site and assumes responsibility for the accurate location of said Underground Facilities. No additional examinations, investigations, explorations, tests, reports, studies or similar information or data in respect of said Underground Facilities are, or will be, required by Contractor in order to perform and furnish the Work at the Contract Price, within the Contract Time, and in accordance with the other terms and conditions of the Contract Documents, including

ARTICLE 11 – REPRESENTATION OF THE CITY

The Contractor in providing and performing the services and work required pursuant to this Agreement, and Amendments thereto, shall only represent the City in the manner and to the extent specifically set forth in writing in this Agreement or Amendments thereto, and as provided in any written Supplemental Agreement(s), and Change Order(s) issued there under.

https://www.flsenate.gov/Laws/Statutes/2025/0218.755

FDOT Construction Contract | Revised 8-13-26 13

In the event the Contractor’s services or work involves administrative support services, the Contractor is not authorized to act on the City’s behalf, and shall not act on the City’s behalf, in such a manner as to result in change(s) to (1) the cost or compensation to be paid the construction Contractor, or (2) the time for completing the work as required and agreed to in the construction contract, or (3) the Statement of Work of the work set forth in the construction contract documents, unless such representation is specifically provided for, set forth and authorized in this Agreement or Amendment thereto.

The City will neither assume nor accept any obligation, commitment, responsibility or liability, which may result from representation by the Contractor, not specifically provided for and authorized as stated hereinabove.

ARTICLE 12 - RELATIONSHIP BETWEEN PARTIES

This Contract does not create an employer/employee relationship between the City and Contractor. Contractors are independent of the City and will be in control of the means and the method in which the requested work is performed. Contractor will be solely responsible for payment of all federal, state, and local income tax, and self-employment taxes, arising from this Contract. The City will not make deductions from payments due, for such taxes, or for social security, unemployment insurance, worker’s compensation, or other employment or payroll taxes. Contractor will also be responsible for the performance of their Subcontractors.

ARTICLE 13 - OBLIGATIONS OF THE CONTRACTOR

13.1. Contract Documents

Contractor has familiarized themselves with the nature and extent of the Contract Documents, Work, site, locality, and all local conditions and Laws and Regulations that in any manner may affect cost, progress, performance or furnishing of the Work.

13.2. Warranty

See FDOT Construction Supplemental Conditions

13.2. Conflicts, Errors, or Discrepancies

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

13.3. Conflicts, Errors, or Discrepancies

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

13.4. Equipment

The Contractor is solely responsible for all damage or loss by fire, theft or otherwise, to materials, tools, equipment, and consumables, left on City property by the Contractor.

13.5. Inspections and Testing

If any codes, laws, ordinances, rules or regulations are of any public authority having jurisdiction over the Project requests the Work to be specifically inspected, tested or approved, Contractor shall assume full responsibility therefore, pay all costs in connection therewith and furnish to the City the requested certificates of inspection, testing or approval. All inspections, tests or approvals shall be performed in a manner and by organizations acceptable to the City.

13.6. Non-Discrimination

Contractor certifies that they shall:

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13.6.1. Implement an employment nondiscrimination policy prohibiting discrimination in the performance of the contract in the hiring, discharging, promoting or demoting, matters of compensation, or any other employment-related decision or benefit on account of actual or perceived race, ethnicity, color, religion, national origin, gender, disability, age, military status, sexual orientation, gender identity, gender expression, or marital or familial status.

13.6.2. Not discriminate in the performance of the contract on account of actual or perceived race, ethnicity, color, religion, national origin, gender, disability, age, military status, sexual orientation, gender identity, gender expression, or marital or familial status.

13.6.3. Provide a harassment-free workplace, with any allegation of harassment to be given priority attention and action by management.

13.6.4. Incorporate the foregoing requirements in all subcontracts related to its contract with the City.

13.7. Name Change

If a firms changes its legal business structure through a merger, acquisition, or sale; has a legal name change, a change in principal location of conducting business; a change in status with the Secretary of State filing, a change in officers, or any other change that affects the structure of the business; a change in the level of service being offered, the nature of the products or service offered; or any deviation from what was presented by the firm to the City when being considered for this contract; the firm shall immediately notify the City's Procurement Services Department at procurementservices@fortmyers.gov.

13.8. Patents, Royalties and Copyrights

The Contractor shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others. If a particular invention, design, process, product, or device is specified in the Contract Documents for use in the performance of the Work, and if to the actual knowledge of the City, its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others, the existence of such rights shall be disclosed by the City in the Contract Documents.

13.9. Permits, Taxes, Licenses

The Contractor shall, at their own expense, obtain all necessary permits, give all notices, pay all license fees and taxes, comply with all applicable local, State and Federal laws, ordinances, rules, and regulations.

All permits, fees and licenses necessary for the completion of the Work, which are not issued by City, shall be acquired and paid for by the Contractor. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work.

The Contractor agrees to obtain and maintain throughout the terms of this Agreement all such licenses as are required to do business in the State of Florida and in Lee County, Florida, including, but not limited to, licenses required by the respective State Boards and other governmental agencies responsible for regulating and licensing the services provided and performed by the Contractor.

13.10. Record Retention

Contractor will keep and maintain adequate records and documents applicable to the project at the Contractor's expense for a minimum of five (5) years, or the period required by applicable federal law, mailto:cfmpurchasing@cityftmyers.com

FDOT Construction Contract | Revised 8-13-26 15 from date of final payment, unless the Contractor is notified in writing by the City of the need to extend the retention period. Books and accounts shall be open to investigation upon request.

The City shall be entitled to audit the books and records of a Contractor or any Subcontractor to the extent that such books and records relate to the performance of the contract or any subcontract.

The Contractor and its Subcontractor shall retain and maintain financial records and other records relating to the contract for a period of five (5) years from the date of final payment under the contract and by the Subcontractor for a period of five (5) years from the date of final payment under the subcontract or such longer period as may be required by law, whichever is later, pursuant to Florida Public Records Law Chapter 119. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the 5-year period, the records must be retained until completion of the action and resolution of all issues which arise from it, or until the end of the regular 5-year period, whichever is later.

13.11. Subcontractor

The Contractor shall perform all of its obligations and functions under the Contract by means of its own employees, or by a duly qualified Subcontractor, which is approved in advance by the City. In the event a Subcontractor is employed, the Contractor shall continuously monitor the Subcontractor’s performance, shall remain fully responsible to ensure that the Subcontractor performs as required and itself perform or remedy any obligations or functions, which the Subcontractor fails to perform properly.

13.12. Contractor to Repair Property Damage Caused by the Contractor

The Contractor agrees to promptly repair and/or replace, or cause to have repaired and/or replaced, at its sole cost and expense and in a manner acceptable to and approved by the City, any property damage arising out of, or caused by, the misconduct or negligent acts of the Contractor, or of its Subcontractor. Contractor obligation under this sub-article does not apply to property damage caused in whole or in part by any other Contractor engaged directly by the City. If more than one Contractor is responsible for the damage, each would be responsible in proportion to their fault if only caused in part.

The City reserves the right, should the Contractor fail to make such repairs and/or replacement within a reasonable period of time, to cause such repairs and/or replacement to be made by others and for all costs and expenses associated with having such repairs and/or replacement done to be paid for by the Contractor, or by the Contractor reimbursing the City for all such costs and expenses.

13.12. Not to Divulge Certain Information

Contractor agrees, during the term of this Agreement, not to divulge, furnish or make available to any third person, firm, or organization, without City's prior written consent, or unless incident to the proper performance of Contractor obligations hereunder, or in the courts of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by Contractor or any Contractor pursuant to this Agreement. The Contractor shall require all of its employees, Subcontractor, to comply with the provisions of this paragraph.

13.13. Safety

13.13.1. The Contractor shall take all necessary precautions for the safety of the City's and Contractor's employees and the general public and shall erect and properly maintain at all times all necessary vehicular and facility safeguards for the protection of the workmen and public. If necessary, the Contractor shall post signs warning against hazards in and around the work site.

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13.13.2. Contractor acknowledges and agrees that they will have the sole responsibility for compliance with all requirements of the Federal Occupational Safety and Health Act of 1970, and all State and local safety and health regulations.

13.13.3. Unless otherwise stipulated in the Solicitation, all manufactured items and fabricated assemblies shall comply with applicable requirements of Occupational Safety and Health Act and any standards thereunder.

13.14. Safety Data Sheets (SDS)

Contractor will supply Safety Data Sheets (SDS) with each initial delivery of any materials defined by the State of Florida or the Federal Government as being toxic, harmful, or hazardous.

13.15. Not to Divulge Certain Information

Contractor agrees, during the term of this Agreement, not to divulge, furnish or make available to any third person, firm, or organization, without City's prior written consent, or unless incident to the proper performance of Contractor obligations hereunder, or in the courts of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by Contractor or any Contractort pursuant to this Agreement. The Contractor shall require all of its employees, Subconsultant, to comply with the provisions of this paragraph.

13.16. Responsibility for Estimates

In the event the services required, pursuant to this Agreement, include the Contractor preparing and submitting to the City any fees, the Contractor, by exercise of their experience and judgement, shall develop its best cost estimates and shall be held responsible and liable for the accuracy, completeness, and correctness of any and all such cost estimates within the level of accuracy defined by the Association for the Advancement of Cost Engineering (AACE) International for the current project stage. For the purposes of the Liability Provisions of this Article only, the Contractor estimate shall be considered valid and effective for a period of six (6) months from the date of the City's acceptance of the estimate.

13.17. Contractor’s Project Manager

The Contractor agrees to employ and designate, in writing, a qualified and, if required by law, a licensed Professional to serve as the Contractor's Project Manager. The Contractor's Project Manager shall be authorized and responsible to act on behalf of the Contractor with respect to directing, coordinating and administering all aspects of the work to be provided and performed under this Agreement and Amendment(s) thereto. The Contractor's Project Manager shall have the full authority to bind and obligate the Contractor on any matter arising under this Agreement and its Amendment(s) unless substitute arrangements have been furnished to the City in writing. The Contractor agrees that the Project Manager shall devote whatever time is required to satisfactorily direct, supervise and manage the work provided and performed by the Contractor throughout the entire period this Agreement is in effect. The person selected by the Contractor to serve as the Contractor's Project Manager shall be subject to prior Approval and acceptance of the City.

13.18. Truth-In-Negotiations Certificate

The City may request that the Contractor execute a "Truth-in-Negotiations Certificate". The Certificate shall state that wage rates and other factual unit costs supporting the compensation are accurate, complete and current at the time this Agreement is executed. The original Contract Price and any additions thereto shall be adjusted to exclude any significant sums by which the City determines the Contract Price was increased due to inaccurate, incomplete or non-current wage rates of other factual unit costs.

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13.19. Quality Control

Contractor shall institute and maintain throughout the contract period a properly documented quality control program designed to ensure that the materials are provided in accordance with the contract. The program shall include providing daily supervision and conducting frequent inspections of the Contractor's staff and ensuring that accurate records are maintained. The records so created shall be open to inspection by the City.

13.20. Completion of Tasks

Unless otherwise set forth in the Agreement, the Contractor shall be responsible for providing and performing whatever services, work, equipment, material, personnel, supplies, facilities, transportation and administrative support that are necessary and required to complete all of the tasks set forth in the section entitled "Statement of Work of Services" and Supplemental Agreements and Change Orders authorized. The compensation to be paid the Contractor, as set forth in "Compensation and Method of Payment" and Supplemental Agreements and Change Orders authorized thereto, shall be understood and agreed to adequately and completely compensate the Contractor for providing or performing whatever services, work, equipment, material, personnel, supplies, facilities, transportation and administrative support that are necessary and required to complete the tasks set forth in the 'Project Details' and Supplemental Agreements and Change Orders authorized thereto as stated above."

13.21. Reports

13.21.1. Progress Reports when requested by the City, the Contractor shall furnish such reports as required.

13.21.2. All reports and documents written for the City shall be submitted in an electronic format that is completely compatible to the City's software. All photos, exhibits, graphs, tables, etc. contained within any report or document shall be provided separately in a file format compatible to the City's software.

13.21.3. when requested by the City, the Contractor shall furnish progress reports as required.

13.21.4. Examinations, Investigations, and Tests

13.21.4.1. The Contractor has obtained (or takes responsibility for obtaining) and reviewed all necessary examinations, investigations, tests, and reports related to subsurface or physical site conditions that may impact the cost, progress, or performance of the work. These studies supplement those referenced in the "Time and Schedule of Performance" section. The Contractor affirms that no additional studies or data will be needed to complete the work at the agreed Contract Price, within the Contract Time, and in compliance with the Contract Documents, including the Solicitation Conditions in the solicitation.

13.21.4.2. Contractor has reviewed and checked all information and data shown, or indicated on the Contract Documents, with respect to existing Underground Facilities at or contiguous to the site and assumes responsibility for the accurate location of said Underground Facilities. No additional examinations, investigations, explorations, tests, reports, studies or similar information or data in respect of said Underground Facilities are, or will be, required by Contractor in order to perform and furnish the Work at the Contract Price, within the Contract Time, and in accordance with the other terms and conditions of the Contract Documents, including specifically the provisions of the Term & Conditions.

13.21.4.3. Contractor has correlated the results of all such observations, examinations, tests, reports and studies with the terms and conditions of the Contract Documents.

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13.22. All Drawings

The Contractor shall submit to the City, for review, through Procore an electronic PDF’s of each Shop Drawing, including fabrication, erection, layout, and setting Drawings, and such other Drawings as are required under the various sections of the Specifications. Similarly, the Contractor shall submit electronic PDF’s of manufacturer’s descriptive data for materials, equipment, and fixtures including catalog sheets showing dimensions, performance characteristics, and capacities; wiring diagrams and controls;

schedules; and other pertinent information as required. Those Drawings not acceptable will be returned to the Contractor for correction and resubmittal.

13.23. Qualified Personnel

The Contractor agrees that any work to be performed relate to a work which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to engage in such work, to employ and/or retain only qualified personnel to be in responsible charge of all work to be provided pursuant to this Agreement.

The Contractor shall employ people to work at the City’s facilities who are neat, clean, well-groomed and courteous.

13.24. Removal of Personnel

The Contractor agrees, within thirty (30) calendar days of receipt of a written request from the City, to promptly remove and replace the Contractor's Project Manager, or any other personnel employed or retained by the Contractor, or personnel of the Subcontractor engaged by the Contractor to provide and/or perform services and/or work pursuant to the requirements of this Agreement, who the City shall request, in writing, be removed, which request may be made by the City with or without cause. However, notwithstanding the above, nothing herein shall interfere with the Contractor's right to terminate its employees or employees’ right to terminate their employment with the Contractor.

13.25. City’s Construction Project Management Platform Software

For project archival purposes, the City will utilize 3rd-party Construction Project Management Platform software. The Platform is used to manage design document packages, construction documents (change orders, ASls, RFls, RFPs, field orders, field reports/observations, Contractor reports/observations, etc.), project financials, invoice management, quality/safety reports, close-out documents, and other project-related documents for records retention purposes.

The Contractor shall use the Platform and shall be provided access and training to accomplish document posting, distribution, and archiving for the purposes of review, comments, approval, periodic billings, and other project processes involving multiple parties (e.g. A/E teams, City stakeholders and departments, 3rd party Contractor, etc.).

13.26. Accessibility Requirements

Deliverables – Contractor shall ensure that all electronic deliverables provided under this Contract, including but not limited to reports, PDFs, presentations, forms, data visualizations, dashboards, online tools, and other digital or web-based content, comply with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA. Deliverables must be provided in accessible formats compatible with commonly used assistive technologies. Contractor shall promptly remediate any accessibility deficiencies identified by the City at no additional cost and shall provide corrected deliverables within a mutually agreed-upon timeframe.

13.27. Additional Services

Should the City request the Contractor to provide and perform Professional Services for this project, which are not set forth in the Statement of Work, the Contractor agrees to provide and perform such Additional Services as may be agreed to in writing by both parties to this Agreement.

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Such Additional Services shall constitute a continuation of the Professional Services covered under this Agreement and shall be provided and performed in accordance with the covenants, terms, and provisions set forth in this Agreement and Amendment thereto.

Additional Services shall be administered and authorized as "Supplemental Agreements" or "Change Orders" under the Agreement. The Contractor shall not provide or perform, nor shall the City incur or accept any obligation to compensate the Contractor for any Additional Services unless, and until, a written "Supplemental Agreement" or "Change Order" shall have been agreed to and executed by both parties.

Each such "Supplemental Agreement" or "Change Order" shall set forth a comprehensive, detailed description of: (1) the Statement of Work of the Additional Services requested; (2) the basis of compensation; and (3) the period of time and/or schedule for performing and completing said Additional Services.

The duties and obligations imposed upon the Contractor by this Agreement, and the rights and remedies available hereunder, shall be in addition to, and not a limitation of, any otherwise imposed or available by law or statute.

ARTICLE 14 – OBLIGATION’S OF THE CITY

14.1. Designation of City’s Representative

The City agrees, after the execution of this Agreement, to promptly advise the Contractor, in writing, of the person designated to serve and act as the City’s Representative. Such notification shall be provided to the Contractor by the City’s Contract Administrator.

All services will be approved by the City’s Representative. All work modifications require written Approval by the City’s Representative. No work will proceed until authorized by the City’s Representative and the Contractor has received a purchase order (PO) from Procurement Services. At times Contractor will meet the City’s Representative at the worksite, at no cost, to verify information, requirements, make recommendations, or verify specifications.

The City’s Representative assigned to this project is >[NAME] and they can be reached after a NOTICE OF AWARD is issued at >[Contact Email] or >[Contact Phone].

14.2. Availability of City Information

14.2.1. Project Guidelines and Criteria

Guidelines to the Contractor regarding requirements the City has established, or suggests relative to the Project including, but not limited to, such items as: goals, objectives, constraints, and any special financial, budgeting, space, site, operational, equipment, technical, construction, time and scheduling criteria are set forth in "Project Guidelines and Criteria" is attached and made a part of this Agreement.

14.2.2. City to Provide Pertinent Reference Material

At the Contractor’s request, the City agrees to provide to the Contractor, at no cost, all pertinent information known to be available to the City to assist the Contractor in providing and performing the required services. Such information may include, but not be limited to: previous reports, plans, drawings and specifications, maps; property, boundary, easement, right-of-way, topographic, reference monuments, control points, plats and related survey data; data prepared, or services furnished by others to the City such

FDOT Construction Contract | Revised 8-13-26 20 as sub-surface investigations, laboratory tests, inspections of natural and man-made materials, property appraisals, studies, designs and reports.

14.3. Availability of City's Designated Representatives

The City agrees that the City Representative shall be available within a reasonable period of time, with reasonable prior notice given by the Contractor, to meet and/or consult with the Contractor on matters pertaining to the services to be provided and performed by the Contractor. The City further agrees to respond within a reasonable period-of-time to written requests submitted by the Contractor.

14.4. Access to City Property

The City agrees to provide the Contractor with access within a reasonable period of time to City property, facilities, buildings and structures, to enable the Contractor to provide and perform the required Services and work pursuant to this Agreement. Such rights of access shall not be exercised in such a manner, or to such an extent, as to impede or interfere with City operations, or the operations carried on by others under a lease, or other contractual arrangement with the City, or in such a manner as to adversely affect public health and safety. Such access may, or may not be, within the Contractor's normal office and/or field workdays and/or work hours.

14.5. Plans Review

If applicable, Plan reviews by City staff is only for conformance with the design concept of the project and for compliance with the information given in the contract documents, and shall not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs incident. The review does not relieve the Contractor from responsibility for errors or omissions or from responsibility for having the design comply with the provisions of all codes having jurisdiction.

14.6. Performance of the Contractor

At the conclusion of this project, an evaluation of the Contractor's performance will be documented and submitted to FDOT.