Artificial_Reef_Construction,_Transportation_and_Deployment_FWC_21366_NRDA_EscaRosa_(Addendum_#1_Revision).pdf

REQUEST FOR PROPOSALS

26-012

ARTIFICIAL REEF CONSTRUCTION, TRANSPORTATION

AND DEPLOYMENT FWC 21366 NRDA ESCAROSA

December 3, 2025

OWNER:

BOARD OF COUNTY COMMISSIONERS

SANTA ROSA COUNTY, FLORIDA

BOBBY BURKETT – DISTRICT I

KERRY SMITH – DISTRICT II

RHETT ROWELL – DISTRICT III

RAY EDDINGTON – DISTRICT IV

COLTEN WRIGHT – DISTRICT V

26-012

REQUEST FOR PROPOSALS

ARTIFICIAL REEF CONSTRUCTION, TRANSPORTATION AND

DEPLOYMENT FWC 21366 NRDA ESCAROSA

Solicitation advertised utilizing Santa Rosa County Procurement & Purchasing Ordinance 2023-06 adopted June 19, 2023

I. NOTICE

II. STANDARD RFP INSTRUCTIONS, SUBMITTAL REQUIREMENTS, AND GENERAL

REQUIREMENTS

III. General Provisions IV. Supplemental Provisions

V. STANDARD INSURANCE REQUIREMENTS

VI. SCOPE OF WORK

VII. Evaluation Process Instructions

VIII. EVALUATION CRITERIA

IX. Pricing Table

X. PROPOSAL REQUIREMENTS

Attachments:

A - EscaRosa East _NearshoreETargetCoordinates

B - 26-012 Draft Construction Agreement

C - 01_AR_Permit_NearshoreEast_DEP

D - Escambia Nearshore_East_Reef_Site Map

E - 01_AR_Permit_NearshoreEast_West_Army (1)

F - 2026 SRC Artificial Reef Construction Map zoomed

G - Agreement_SANTA_ROSA(FWC-21366)_EXECUTED

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1. NOTICE

1.1. Summary

MEMORANDUM

TO: Company Addressed DATE: Wednesday, December 3, FROM: Santa Rosa County Procurement Office

SUBJECT: 26-012 Artificial Reef Construction, Transportation and Deployment FWC 21366 NRDA EscaRosa

Notice is hereby given that the Santa Rosa County Board of County Commissioners is seeking proposals for the

Artificial Reef Construction, Transportation and Deployment FWC 21366 NRDA EscaRosa project.

A non-mandatory pre-bid meeting will be held at 10:00 a.m. on December 11 , 2025 at the Santa Rosa County

Environmental/Engineering Department, Conference Room, 6051 Old Bagdad Highway, Suite 301, Milton, Florida

32583 and also available via Teams. All interested vendors are strongly encouraged to attend.

Specifications may be secured through the Santa Rosa County Procurement Portal at https://procurement.opengov.com/portal/santarosafl Questions concerning this request should be submitted through the procurement portal by 12:00 pm on Friday, December 19, 2025.

Please submit all proposals through the procurement portal at https://procurement.opengov.com/portal/santarosafl by 10:00 am on Friday, January 9, 2026, at which time will be publicly opened via Teams.

Santa Rosa County Board of County Commissioners encourages all segments of the business community to participate in its procurement opportunities, including small businesses, minority/women owned businesses, and disadvantaged business enterprises. The Board does not discriminate on the basis of race, color, religion, national origin, disability, sex, or age in the administration of contracts.

The Board of County Commissioners reserves the right to waive irregularities in bids, to reject any or all bids for sound documented reasons, and to award the bid that it determines to be in the best interest of Santa Rosa County.

By order of the Board of County Commissioners of Santa Rosa County, Florida.

1.2. Background

This Project is funded through an Agreement (FWC-21366) with Florida Fish and Wildlife Conservation Commission (FWC) using Natural Resources Damages Assessment (NRDA) funds and is intended for restoration of natural resources and loss of human use due to the Deepwater Horizon Oil Spill. The awarded https://procurement.opengov.com/portal/santarosafl https://procurement.opengov.com/portal/santarosafl

4 | P a g e contract will include all terms and conditions in permit documents and FWC Agreement 21366 with attachments. Contractors must comply with all terms and conditions, as well as applicable federal, state and local laws and regulations. Prospective proposers are responsible for reading and understanding permits, agreements, etc. prior to submitting proposal.

Santa Rosa County's Phase II NRDA Nearshore Artificial Reef Construction is a partnership between Santa Rosa County (SRC) and Escambia County Marine Resources Division (ECMRD). This project will consist of furnishing all supervision, labor, materials, equipment and performing all operations in connection with artificial reef material construction, handling, loading, transport, and deployment.

Approximately 10-15 (exact number is dependent upon individual module prices) patch reefs will be deployed approximately 500 feet apart. Final number, design, spacing and individual patch reef coordinates will be determined by Santa Rosa County and provided to selected contractor(s) upon issuance of Purchase Order and Notice to Proceed. Price includes manufacture, preparation, transportation, deployment and precise placement of artificial reef modules. Modules must conform to the minimum specifications, requirements and conditions of this solicitation as well as all state and federal permit conditions.

2. STANDARD RFP INSTRUCTIONS, SUBMITTAL REQUIREMENTS, AND GENERAL

REQUIREMENTS

2.1. PRE-PROPOSAL ACTIVITY

Except as provided in this section, respondents are prohibited from contacting or lobbying the County, County

Administrator, Commissioners, and County staff, or any other person authorized on behalf of the County related or involved with the solicitation. All inquiries on the scope of work, specifications, additional requirements, attachments, terms and general conditions or instructions, or any issue must be submitted through the Procurement

Portal.

All questions or inquiries must be received by 12:00 pm on Friday, December 19, 2025. Any addenda or other modification to the bid documents will be issued through the Procurement Portal, five (5) days prior to the date and time of bid closing.

Such addenda or modification shall be part of the bid documents and shall be binding upon each respondent. Each respondent is required to acknowledge receipt of all addenda when submitting their bid. No respondent may rely upon any verbal modification or interpretation.

2.2. PREPARATION OF RFP

The respondent shall submit proposals in accordance with the public notice.

Any proposal which contains any omissions, erasures, alterations, additions, irregularities of any kind, or items not called for which shall in any manner fail to conform to the conditions of public notice may be rejected.

A proposal submitted by a partnership shall be executed in the partnership name and signed by a partner (whose title must appear under the signature). The official address of the partnership shall be shown below the signature.

A proposal submitted by a limited liability company shall be executed in the name of the firm by a member and accompanied by evidence of authority to sign. The state of formation of the firm and the official address of the firm must be shown below the signature.

A proposal submitted by an individual shall show the respondent’s name and official address.

A proposal submitted by a joint venture shall be executed by each joint venture in the manner indicated on the bid form. The official address of the joint venture must be shown below the signature.

If the respondent is an out-of-state corporation, the bid shall contain evidence of respondent’s authority and qualification to do business as an out-of-state corporation in the State of Florida. A state contractor license # for the

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State of Florida shall also be included on the bid form. Respondent shall be licensed in accordance with the requirements of Chapter 489, Florida Statutes.

The proposal shall be based upon the completion of the Work according to the drawings and specifications, together with all addenda thereto.

2.3. SUBMITTAL OF PROPOSAL

Proposals shall be submitted no later than 10:00 am Central Standard Time (CST) on Friday, January 9, 2026. It is the respondent’s responsibility to assure that its proposal is submitted by the proper time and date through the

Procurement Portal.

All electronic documents submitted in response to this solicitation shall be provided in searchable PDF format. The

County reserves the right to deem proposals that do not comply with this requirement as non-responsive or to require resubmission in the proper format within a specified timeframe. This requirement applies to all attachments, forms, and supporting documentation uploaded to the County’s Procurement Portal or otherwise submitted electronically.

2.4. INTEGRITY OF PROPOSAL DOCUMENTS

Respondents shall use the original documents provided by the Santa Rosa County Procurement Office and enter information only in the spaces where a response is requested. Respondents may use an attachment to the documents if sufficient space is not available. Any modifications or alterations to the original documents by the respondent, whether intentional or otherwise, will constitute grounds for rejection of a bid. Any such modification or alteration that a respondent wishes to propose must be clearly stated in the respondent’s response in the form of an addendum to the original bid documents.

2.5. WITHDRAWAL OF SUBMITTALS

Any Respondent may withdraw its Submittal, through the Procurement Portal, at any time prior to the scheduled time for opening Submittals.

2.6. INTERPRETATION

No oral interpretation will be made to any Respondent as to the meaning of the drawings or specifications. Every interpretation made to a Respondent will be in the form of an Addendum to the specifications. Addenda will be furnished to each Respondent, through the Procurement Portal, but it shall be the Respondent’s responsibility to make inquiry as to Addenda issued. All such addenda shall become part of the contract and all Responders shall be bound by such Addenda whether received by the Responders.

2.7. PROPOSALS TO REMAIN SUBJECT TO ACCEPTANCE

All responses will remain subject to acceptance or rejection by Santa Rosa County for sixty (60) calendar days after the day of the response opening. The County may, in its sole discretion, release any response and return the response security prior to the end of this period.

2.8. CONDITIONAL & INCOMPLETE PROPOSALS

Santa Rosa County specifically reserves the right to reject any conditional response.

2.9. ADDITION/DELETION OF ITEM

The County reserves the right to add or delete any item from this response or resulting contract when deemed to be in the County’s best interest.

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2.10. SPECIFICATION EXCEPTIONS

Specifications are based on the most current literature available. Respondent shall clearly list any change in the manufacturer’s specifications which conflict with the proposal specifications. Respondent must also explain any deviation from the proposal specification in writing, as a foot note on the applicable bid page and enclose a copy of the manufacturer’s specifications data detailing the changed item(s) with their bid. Failure of the respondent to comply with these provisions will result in respondents being held responsible for all costs required to bring the equipment in compliance with bid specifications.

2.11. FAMILIARITY WITH LAWS

All applicable Federal and State laws, County and municipal ordinances, orders, rules, and regulations of all authorities having jurisdiction over the project shall apply to the bid throughout, and they will be deemed to be included in the contract the same as though they were written in full therein.

2.12. EXAMINATION OF DOCUMENTS AND SITE

Before submitting their proposal, the Respondent shall familiarize themselves with the nature and extent of the work and any local conditions that may in any manner affect the work to be done and the equipment, materials, and labor required. Respondent shall also examine all drawings, specifications, addenda, and other Contract Documents to be thoroughly informed regarding any and all conditions and requirements that may in any manner affect the work to be performed under the contract.

2.13. RIGHT TO REJECT PROPOSAL

The Owner reserves the right to waive informalities in bids to reject any or all proposals with or without cause and accept the proposal that in its judgment is in the best interest of the County.

2.14. DISQUALIFICATION OF RESPONDENTS

Any of the following reasons may be considered as sufficient for the disqualification of a respondent and the rejection of its proposal:

• Submission of more than one proposal for the same work from an individual, firm or corporation under the same or different name. Evidence that the respondent has a financial interest in the firm of another respondent for the same work.

• Evidence of collusion among respondents. Participants in such collusion will receive no recognition as respondents for any future work of the County until such participant has been reinstated as a qualified respondent.

• Uncompleted work which in the judgment of the County might hinder or prevent the prompt completion of additional work if awarded.

• Failure to pay or satisfactorily settle all bills due for labor and material on former contracts in force at the time of advertisement of proposals. Default under previous contract.

• Listing of the respondent by any Local, State or Federal Government on its barred/suspended vendor list.

2.15. DISCRIMINATION

An entity or affiliate who has been placed on the discriminatory vendor list may not submit a response on a contract to provide goods or services to a public entity, may not submit a response on a contract with a public entity for the construction or repair of a public building or public work, may not submit responses on leases of real property to a

7 | P a g e public entity, may not award or perform work as a contractor, supplier, subcontractor, or consultant under contract with any public entity, and may not transact business with any public entity.

2.16. REVIEW OF PROCUREMENT DOCUMENTS

Per Florida Statute 119.071 (1) 2, sealed bids, proposals, or replies received by the County pursuant to a competitive solicitation are exempt from public disclosure until such time as the County provides notice of an intended decision or until 30 days after opening the responses, proposals, or final replies, whichever is earlier.

2.17. COMPLIANCE WITH FLORIDA STATUTE 119.0701

The Respondent shall comply with all the provisions of section 119.0701, Florida Statutes relating to the public records which requires, among other things, that the Respondent: (a) Keep and maintain public records; (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records; (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; and (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the respondent upon termination of the contract.

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 (850) 983-1857,

susant@santarosa.fl.gov; 6495 CAROLINE STREET, SUITE M, MILTON, FLORIDA 32570.

2.18. SUSPENSION OR TERMINATION FOR CONVENIENCE

The County may, at any time, without cause, order Respondent in writing to suspend, delay or interrupt the work in whole or in part for such period as the County may determine, or to terminate all or a portion of the Contract for the

County’s convenience. Upon such termination, the Contract Price earned to the date of termination shall be paid to

Respondent, but Respondent waives any claim for damages, including loss of profits arising out of or related to the early termination. Those Contract provisions which by their nature survive final acceptance shall remain in full force and effect. If the County orders a suspension, the Contract price and Contract time may be adjusted for increases in the cost and time caused by suspension, delay, or interruption. No adjustment shall be made to the extent that performance is, was or would have been so suspended, delayed or interrupted by reason for which Respondent is responsible; or that an equitable adjustment is made or denied under another provision of this Contract.

2.19. FAILURE OF PERFORMANCE/DELIVERY

In case of default by the Vendor, the County after due notice (oral or written) may procure the necessary supplies or services from other sources and hold the Vendor responsible for difference in cost incurred. Continuous instances of default shall result in cancellation of the award and removal of the Vendor from the response list for duration of one

(1) year, at the option of the County.

2.20. AUDIT

If requested, respondent shall permit the County or an authorized, independent audit agency to inspect all data and records of respondent relating to its performance and its subcontracts under this bid from the date of the award through three (3) years after the expiration of contract.

2.21. PUBLIC ENTITY CRIME INFORMATION

Pursuant to Florida Statute 287.133, a respondent 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 mailto:WANDAP@SANTAROSA.FL.GOV

8 | P a g e entity more than the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list.

Note: For respondent’s convenience, this certification form is enclosed and is made a part of the bid package.

2.22. INVESTIGATION OF RESPONDENT

The County may make such investigations, as it deems necessary to determine the stability of the respondent to perform the work and that there is no conflict of interest as it relates to the project. The respondent shall furnish to the Owner any additional information and financial data for this purpose as the County may request.

2.23. FORM OF AGREEMENT

The Contract form shall be provided by the Procurement Office. The successful contractor shall, within 10 days after receipt of the Notice of Award and the contract forms or documents, sign and deliver to the County Procurement

Office all required contract documents. The awarded contractor shall also deliver the policies of insurance or insurance certificate as required. All insurance documents shall be approved by Santa Rosa County Procurement

Office before the successful contractor may proceed with the work.

3. General Provisions

1.1 BASIC DEFINITIONS

1.1.1 THE CONTRACT DOCUMENTS

The Contract Documents consist of the Agreement between Owner and Contractor (hereinafter the Agreement), Conditions of the Contract (General, Supplementary, and other Conditions), Drawings/maps/sketches, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Agreement and

Modifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Owner’s Representative. Unless specifically enumerated in the Agreement, the

Contract Documents do not include other documents such as bidding requirements (advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor's bid or portions of Addenda relating to bidding requirements).

1.1.2 THE CONTRACT

The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Owner’s Representative and

Contractor, (2) between the Owner and a Subcontractor or Sub-Subcontractor, (3) between the Owner and

Owner’s Representative or (4) between any persons or entities other than the Owner and Contractor. The Owner’s

Representative shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Owner’s Representative duties.

1.1.3 THE WORK

The term “Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment, and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project.

1.1.4 THE PROJECT

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The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner or by separate Contractors.

1.1.5 THE DRAWINGS

The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location, and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams.

1.1.6 THE SPECIFICATIONS

The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services.

1.1.7 THE REQUEST FOR PROPOSAL

The Request for Proposal is a volume assembled for the Work which may include the bidding requirements, sample forms, Conditions of the Contract and Specifications.

1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS

1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results.

1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade.

1.2.3 Unless otherwise stated in the Contract Documents, words which have well-known technical, or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings.

1.3 CAPITALIZATION

1.3.1 Terms capitalized in these General Conditions include those which are (1) specifically defined, (2) the titles of numbered articles and identified references to Paragraphs, Subparagraphs and Clauses in the document.

1.4 INTERPRETATION

1.4.1 In the interest of brevity the Contract Documents frequently omit modifying words such as “all” and “any” and articles such as “the” and “an”, but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement.

1.5 EXECUTION OF CONTRACT DOCUMENTS

1.5.1 The Contract Documents shall be signed by the Owner and Contractor. If either the Owner or Contractor or both do not sign all the Contract Documents, the Owner’s Representative shall identify such unsigned Documents upon request.

1.5.2 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents.

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1.6 OWNERSHIP AND USE OF DRAWINGS/MAPS/SKETCHES, SPECIFICATIONS, AND OTHER INSTRUMENTS OF

SERVICE

1.6.1 The Drawings/maps/sketches, Specifications, and other documents, including those in electronic form, prepared by the Owner’s Representative and the Owner’s consultants are Instruments of Service through which the

Work to be executed by the Contractor is described. The Contractor may retain one record set. Neither the

Contractor nor any Subcontractor, Sub-Subcontractor or material or equipment supplier shall own or claim a copyright in the Drawings, Specifications and other documents prepared by the Owner's Representative or the

Owner’s consultants, and unless otherwise indicated the Owner’s Representative and the Owner’s consultants shall be deemed the authors of them and will retain all common law, statutory and other reserved rights, in addition to the copyrights. All copies of Instruments of Service, except the Contractor's record set, shall be returned or suitably accounted for to the Owner’s Representative, on request, upon completion of the Work. The Drawings, Specifications and other documents prepared by the Owner’s Representative and the Owner’s consultants, and copies thereof furnished to the Contractor, are for use solely with respect to this Project. They are not to be used by the Contractor or any Subcontractor, Sub- Subcontractor or material or equipment supplier on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, Owner’s Representative, and the Owner’s consultants. The Contractor, Subcontractors, Sub-Subcontractors and material or equipment suppliers are authorized to use and reproduce applicable portions of the Drawings, Specifications and other documents prepared by the Owner’s Representative and the Owner’s consultants appropriate to and for use in the execution of their Work under the Contract Documents. All copies made under this authorization shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by the Owner’s Representative and the Owner’s consultants. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Owner’s Representative or Owner’s consultants' copyrights or other reserved rights.

ARTICLE 2: OWNER

2.1 GENERAL

2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the

Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization.

Except as otherwise provided in Subparagraph 4.2.1, the Owner’s Representative does not have such authority. The term "Owner" means the Owner or the Owner's authorized representative.

2.1.2 The Owner shall furnish to the Contractor within fifteen days after receipt of a written request, information necessary and relevant for the Contractor to evaluate, give notice of or enforce mechanic's lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner's interest therein.

2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER

2.2.1 The Owner shall, at the written request of the Contractor, prior to commencement of the Work and thereafter, furnish to the Contractor reasonable evidence that financial arrangements have been made to fulfill the

Owner's obligations under the Contract. Furnishing of such evidence shall be a condition precedent to commencement or continuation of the Work. After such evidence has been furnished, the Owner shall not materially vary such financial arrangements without prior notice to the Contractor.

2.2.2 Except for permits and fees, including those required under Subparagraph 3.7.1, which are the responsibility of the Contractor under the Contract Documents, the Owner shall secure and pay for necessary approvals, 11 | P a g e easements, assessments, and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities.

2.2.3 The Owner shall furnish surveys describing physical characteristics, legal limitations, and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the

Work.

2.2.4 Information or services required of the Owner by the Contract Documents shall be furnished by the Owner with reasonable promptness. Any other information or services relevant to the Contractor's performance of the

Work under the Owner's control shall be furnished by the Owner after receipt from the Contractor of a written request for such information or services.

2.2.5 Unless otherwise provided in the Contract Documents, the Contractor will be furnished, free of charge, such copies of Drawings and Solicitation documents as are reasonably necessary for execution of the Work.

2.3 OWNER’S RIGHT TO STOP THE WORK

2.3.1 If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract

Documents as required by Paragraph 12.2 or persistently fails to carry out Work in accordance with the Contract

Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Subparagraph 6.1.3.

2.4 OWNER’S RIGHT TO CARRY OUT THE WORK

2.4.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may after such seven-day period give the Contractor a second written notice to correct such deficiencies within a three-day period. If the Contractor within such three-day period after receipt of such second notice fails to commence and continue to correct any deficiencies, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies.

In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the

Contractor the reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Owner’s Representative additional services made necessary by such default, neglect, or failure. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Owner’s

Representative. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the

Contractor shall pay the difference to the Owner.

ARTICLE 3: CONTRACTOR

3.1 GENERAL

3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the

Contract Documents as if singular in number. The term “Contractor" means the Contractor or the Contractor's authorized representative.

3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents.

3.1.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract

Documents either by activities or duties of the Owner’s Representative in the Owner’s administration of the

Contract, or by tests, inspections or approvals required or performed by persons other than the Contractor.

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3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR

3.2.1 Since the Contract Documents are complementary, before starting each portion of the Work, the Contractor shall carefully study and compare the various Drawings and other Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Subparagraph 2.2.3, shall take field measurements of any existing conditions related to that portion of the Work and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, any errors, inconsistencies or omissions discovered by the Contractor shall be reported promptly to the Owner’s

Representative as a request for information in such form as the Owner may require.

3.2.2 Any design errors or omissions noted by the Contractor during this review shall be reported promptly to the

Owner’s Representative, but it is recognized that the Contractor's review is made in the Contractor's capacity as a

Contractor and not as a licensed design professional unless otherwise specifically provided in the Contract

Documents. The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations, but any nonconformity discovered by or made known to the Contractor shall be reported promptly to the Owner’s Representative.

3.2.3 If the Contractor believes that additional cost or time is involved because of clarifications or instructions issued by the Owner’s Representative in response to the Contractor's notices or requests for information pursuant to Subparagraphs 3.2.1 and 3.2.2, the Contractor shall make Claims as provided in Subparagraphs 4.3.6 and 4.3.7. If the Contractor fails to perform the obligations of Subparagraphs 3.2.1 and 3.2.2, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations. The

Contractor shall not be liable to the Owner or Owner’s Representative for damages resulting from errors, inconsistencies, or omissions in the Contract Documents or for differences between field measurements or conditions and the Contract Documents unless the Contractor recognized such error, inconsistency, omission, or difference and knowingly failed to report it to the Owner's Representative.

3.3 SUPERVISION AND CONSTRUCTION PROCEDURES

3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The

Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, unless the Contract

Documents give other specific instructions concerning these matters. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences, or procedures. If the Contractor determines that such means, methods, techniques, sequences, or procedures may not be safe, the Contractor shall give timely written notice to the Owner and Owner’s Representative and shall not proceed with that portion of the Work without further written instructions from the Owner’s Representative. If the Contractor is then instructed to proceed with the required means, methods, techniques, sequences or procedures without acceptance of changes proposed by the Contractor, the Owner shall be solely responsible for any resulting loss or damage.

3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for or on behalf of the Contractor or any of its Subcontractors.

3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work.

3.4 LABOR AND MATERIALS

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3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether incorporated or to be incorporated in the Work.

3.4.2 The Contractor may make substitutions only with the consent of the Owner, after evaluation by the Owner’s

Representative and in accordance with a Change Order.

3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them.

3.5 WARRANTY

3.5.1 The Contractor warrants to the Owner and Owner’s Representative that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract

Documents, that the Work will be free from defects not inherent in the quality required or permitted, and that the

Work will conform to the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Owner’s Representative, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment.

3.6 TAX

3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor which are legally enacted when bids are received or negotiations concluded, whether yet effective or merely scheduled to go into effect.

3.7 PERMITS, FEES, AND NOTICES

3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit and other permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work which are customarily secured after execution of the Contract, and which are legally required when bids are received, or negotiations concluded.

3.7.2 The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations, and lawful orders of public authorities applicable to performance of the Work.

3.7.3 It is not the Contractor's responsibility to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations. However, if the Contractor observes that portions of the Contract Documents are at variance therewith, the Contractor shall promptly notify the Owner’s Representative and Owner in writing, and necessary changes shall be accomplished by appropriate

Modification.

3.7.4 If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to the Owner’s Representative and Owner, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction.

3.8 ALLOWANCES

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3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection.

3.8.2 Unless otherwise provided in the Contract Documents:

1 Allowance shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts.

2 Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances.

3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change

Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Clause 3.8.2.1 and (2) changes in Contractor's costs under Clause 3.8.2.2.

3.8.3 Materials and equipment under an allowance shall be selected by the Owner in sufficient time to avoid delay in the Work.

3.9 SUPERINTENDENT

3.9.1 The Contractor shall employ competent superintendent and necessary assistants who shall attend the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. Important communications shall be confirmed in writing. Other communications shall be similarly confirmed on written request in each case.

3.10 CONTRACTOR’S CONSTRUCTION SCHEDULES

3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare, and submit for prior approval by

Owner and Owner’s Representative Contractor's construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract

Documents, and shall provide for expeditious and practicable execution of the Work.

3.10.2 The Contractor shall prepare and keep current, for the Owner’s Representatives approval, a schedule of submittals which is coordinated with the Contractor's construction schedule and allows the Owner’s

Representative reasonable time to review submittals.

3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Owner’s Representative.

3.11 DOCUMENTS AND SAMPLES AT THE SITE

3.11.1 The Contractor shall maintain at the site for the Owner one record copy of the Drawings, Specifications, Addenda, Change Orders, and other Modifications, in good order and marked currently to record field changes and selections made during construction, and one record copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to the Owner’s Representative and shall be delivered to the

Owner’s Representative for submittal to the Owner upon completion of the Work.

3.12 SHOP DRAWINGS, PRODUCT DATA, AND SAMPLES

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3.12.1 Shop Drawings are drawings, diagrams, schedules, and other data specially prepared for the Work by the

Contractor or a Subcontractor, Sub-Subcontractor, manufacturer, supplier, or distributor to illustrate some portion of the Work.

3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information furnished by the Contractor to illustrate materials or equipment for some portion of the

Work.

3.12.3 Samples are physical examples which illustrate materials, equipment or workmanship and establish standards by which the Work will be judged.

3.12.4 Shop Drawings, Product Data, Samples, and similar submittals are not Contract Documents. The purpose of their submittal is to demonstrate for those portions of the Work for which submittals are required by the Contract

Documents the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. Review by the Owner’s Representative is subject to the limitations of

Subparagraph 4.2.7. Informational submittals upon which the Owner’s Representative is not expected to take responsive action may be so identified in the Contract Documents. Submittals which are not required by the

Contract Documents may be returned by the Owner’s Representative without action.

3.12.5 The Contractor shall review for compliance with the Contract Documents, approve and submit to the

Owner’s Representative Shop Drawings, Product Data, Samples, and similar submittals required by the Contract

Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate Contractors. Submittals which are not marked as reviewed for compliance with the

Contract Documents and approved by the Contractor may be returned by the Owner’s Representative without action.

3.12.6 By approving and submitting Shop Drawings, Product Data, Samples, and similar submittals, the Contractor represents that the Contractor has determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and has checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents.

3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples, or similar submittals until the respective submittal has been approved by the Owner’s Representative.

3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Owner’s Representative approval of Shop Drawings, Product Data, Samples, or similar submittals unless the Contractor has specifically informed the

Owner’s Representative in writing of such deviation at the time of submittal and (1) the Owner’s Representative has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or

Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples, or similar submittals by the Owner’s

Representative's approval thereof.

3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples, or similar submittals, to revisions other than those requested by the Owner’s Representative on previous submittals. In the absence of such written notice the Owner’s Representative's approval of a resubmission shall not apply to such revisions.

3.12.10 The Contractor shall not be required to provide professional services which constitute the practice of

Engineered or engineering unless such services are specifically required by the Contract Documents for a portion of

16 | P a g e the Work or unless the Contractor needs to provide such services to carry out the Contractor's responsibilities for construction means, methods, techniques, sequences, and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the

Contract Documents, the Owner and the Owner’s Representative will specify all performance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a properly licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings, and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to the Owner’s Representative. The Owner and the

Owner’s Representative shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals, provided the Owner and Owner’s

Representative have specified to the Contractor all performance and design criteria that such services must satisfy.

Pursuant to this Subparagraph 3.12.10, the Owner’s Representative will review, approve, or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Contractor shall not be responsible for the adequacy of the performance or design criteria required by the Contract Documents.

3.13 USE OF SITE

3.13.1 The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits and the

Contract Documents and shall not unreasonably encumber the site with materials or equipment.

3.14 CUTTING AND PATCHING

3.14.1 The Contractor shall be responsible for cutting, fitting, or patching required to complete the Work or to make its parts fit together properly.

3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or separate Contractors by cutting, patching, or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate

Contractor except with written consent of the Owner and of such separate Contractor; such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the Owner or a separate Contractor the Contractor's consent to cutting or otherwise altering the Work.

3.15 CLEANING UP

3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor's tools, construction equipment, machinery, and surplus materials.

3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so, and the cost thereof shall be charged to the Contractor.

3.16 ACCESS TO WORK

3.16.1 The Contractor shall provide the Owner and Owner’s Representative access to the Work in preparation and progress wherever located.

3.17 ROYALTIES, PATENTS, AND COPYRIGHTS

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3.17.1 The Contractor shall pay all…