CC-5513-24_Draft_Agreement.pdf

NOT FOR EXECUTION

5 Points Complex Roadway, Drainage and Utility Project

(CC-5513-24/MAG)

5 POINTS COMPLEX ROADWAY, DRAINAGE AND UTILITY PROJECT

(CC-5513-24/MAG)

THIS AGREEMENT is dated as of the _____ day of ___________ 20_____, by and between ____________________________________________________________, duly authorized to conduct business in the State of Florida, whose address is

______________________________________________, in this Agreement referred to as

“CONTRACTOR”, and SEMINOLE COUNTY, a charter county and political subdivision of the

State of Florida, whose address is Seminole County Services Building, 1101 E. 1st Street, Sanford, Florida 32771, in this Agreement referred to as “COUNTY”.

COUNTY and CONTRACTOR, in consideration of the mutual covenants set forth in this

Agreement, agree as follows:

Section 1. Work. CONTRACTOR shall complete all work as specified or indicated in the Contract Documents, including the Scope of Services, attached to this Agreement as Exhibit

A, and the solicitation package, all addenda to this package, and CONTRACTOR’s submission in response to this solicitation. The work is generally described as the 5-Points Complex Roadway, Drainage, and Utility Project.

Section 2. Engineer.

(a) (a) The Engineer of Record (“ENGINEER”) as named in the Contract

Documents is Pegasus Engineering, LLC, whose address is 501 W. State Road 434, Winter

Springs, Florida 32708.

(b) COUNTY staff will act as the contracted consultant for construction, engineering, and inspection (“CEI”) services.

5 Points Complex Roadway, Drainage and Utility Project

(CC-5513-24/MAG)

Section 3. Contract Time.

(a) All provisions regarding contract time are essential to the performance of this

Agreement.

(b) The work must be substantially completed as described in subsection 14.13 of the

General Conditions within three hundred (300) calendar days after the date when the contract time begins to run as provided in subsection 2.2 of the General Conditions. The work must be finally completed and ready for final payment in accordance with subsection 14.9 of the General

Conditions within thirty (30) calendar days after the actual date of substantial completion.

(c) The parties acknowledge that the contract time provided in this Section includes consideration of adverse weather conditions common to Central Florida, including the possibility of hurricanes and tropical storms.

(d) The contract time provided for in this Section includes thirty (30) days allocated specifically to CONTRACTOR’s responsibility for utility coordination or relocation of utilities at or adjacent to the Project site. CONTRACTOR shall depict this thirty (30) days as float time not impacting controlling work items on CONTRACTOR’s critical path scheduling. No contract time extensions will be considered related to utility coordination matters, including, but not limited to utility relocations and conflicts, unless the utility related time impacts exceed thirty (30) days impact on controlling items of work in accordance with the Project schedule.

(e) In the event that the work requires phased construction, then multiple points of substantial completion may be established in the Supplementary Conditions.

Section 4. Contract Price.

(a) COUNTY shall pay CONTRACTOR for performance of the work in accordance with the Contract Documents on the basis of the total bid (original contract price).

5 Points Complex Roadway, Drainage and Utility Project

(CC-5513-24/MAG)

CONTRACTOR’s total compensation is $__________________, subject only to increases or decreases made in strict conformance with the Contract Documents.

(b) CONTRACTOR shall accept the contract price as full compensation: for performance of all work and providing all materials embraced in the Contract Documents; for all loss or damage arising out of performance of the work and from the action of the elements, or from any unforeseen or unknown difficulties or obstructions which may arise or be encountered in the prosecution of the work until the final acceptance; and for all risks of every description connected with the work.

(c) CONTRACTOR acknowledges that CONTRACTOR has studied, considered, and included in its total bid (original contract price) all costs of any nature relating to: (1) performance of the work under Central Florida weather conditions; (2) applicable law, licensing, and permitting requirements; (3) the Project site conditions, including, but not limited to subsurface site conditions; and (4) the terms and conditions of the Contract Documents, including, but not limited to the indemnification and no damage for delay provisions of the Contract Documents.

(d) CONTRACTOR acknowledges that performance of the work will involve significant work adjacent to, above, and in close proximity to underground facilities, including utilities which will require the support of active utilities as well as the scheduling and sequencing of utility installations and relocations (temporary and permanent) by CONTRACTOR.

(1) In addition to the acknowledgments previously made, CONTRACTOR acknowledges that its total bid (original contract price) specifically considered and relied upon

CONTRACTOR’s own study of underground facilities, utilities in their present, relocated

(temporary and permanent), and proposed locations, and conflicts relating to utilities and underground facilities.

5 Points Complex Roadway, Drainage and Utility Project

(CC-5513-24/MAG)

(2) CONTRACTOR acknowledges that its total bid (original contract price) considered and included all of its costs relating to the responsibilities to coordinate and sequence the work of CONTRACTOR with the work of COUNTY, the work of other utility contractors, and the work of others at the Project site.

Section 5. Payment Procedures.

(a) Application for Payment. CONTRACTOR shall submit Applications for Payment in accordance with Section 14 of the General Conditions. Applications for Payment will be processed by ENGINEER as provided for in the General Conditions.

(b) Progress Payments. COUNTY shall make progress payments on the basis of

CONTRACTOR’s Applications for Payment as recommended by ENGINEER and in accordance with Section 14 of the General Conditions.

(c) Final Payment. Upon Final Completion and acceptance of the work in accordance with subsection 14.9.1 of the General Conditions, COUNTY shall pay the remainder of the contract price as provided in that subsection.

Section 6. Additional Retainage for Failure to Maintain Progress on the Work.

(a) Retainage under the Contract Documents is held as collateral security to secure completion of the work.

(b) In the event that CONTRACTOR fails to physically mobilize to the work site as required by Section 6.19 of the General Conditions, COUNTY may withhold additional retainage to secure completion of the work in an amount equal to the product of the number of days after the

31st day following the date of commencement of contract time and the liquidated damage amount for substantial completion set forth in Section 9 of this Agreement. The additional retainage will be withheld from the initial and each subsequent progress payment. The additional retainage held under this subsection will be released to CONTRACTOR in the next progress payment following

5 Points Complex Roadway, Drainage and Utility Project

(CC-5513-24/MAG)

ENGINEER’s approval of a supplementary progress schedule demonstrating that the requisite progress will be regained and maintained as required by Section 6.19.2 of the General Conditions.

(c) If CONTRACTOR is behind schedule and it is anticipated by COUNTY that the work will not be completed within the contract time, COUNTY may withhold additional retainage in anticipation of liquidated damages equal to the product of the number of days after the scheduled contract time (substantial completion or final completion) and the amount of liquidated damages set forth in Section 9 of this Agreement. The additional retainage under this subsection may, at

COUNTY’s discretion, be withheld from subsequent progress payments. Any additional retainage held under this subsection will be released to CONTRACTOR in the next progress payment following ENGINEER’s approval of a supplemental progress schedule demonstrating that the requisite progress will be regained and maintained as required by Section 6.19.2 of the General

Conditions.

Section 7. CONTRACTOR’s Representations. In order to induce COUNTY to enter into this Agreement, CONTRACTOR makes the following representations:

(a) CONTRACTOR has familiarized itself with the nature and extent of the Contract

Documents, work, locality, weather, utility locations, all local conditions, Chapter 220, Part 1, Purchasing Code, Seminole County Code, and Federal, State, and local laws, ordinances, rules, policies, and regulations that in any manner may affect cost, progress, or performance of the work.

(b) CONTRACTOR has studied carefully and considered in its bid all reports of investigations and tests of subsurface and physical conditions of the site affecting cost, progress, scheduling, or performance of the work.

(c) CONTRACTOR has studied carefully and considered in its bid the Plans and

Specifications, performed necessary observations and examinations, and studied the physical conditions at the site related to underground facilities, utility installations, conflicts, relocations

5 Points Complex Roadway, Drainage and Utility Project

(CC-5513-24/MAG)

(temporary and permanent), and all other underground facilities and utility related conditions of the work and site that may affect cost, progress, scheduling, or any aspect of performance of the work, and that its bid reflects all such conditions. CONTRACTOR, by submitting its bid and executing this Agreement, acknowledges the constructability of the work under the Plans and

Specifications. CONTRACTOR, by its study, excludes and releases COUNTY from any implied warranties, including, but not limited to the Spearin Doctrine, and acknowledges that the Plans and

Specifications are adequate to perform the work.

(d) CONTRACTOR has made or caused to be made examinations, investigations, tests, and studies as it deems necessary for the performance of the work at the contract price, within the contract time, and in accordance with the other terms and conditions of the Contract

Documents. CONTRACTOR does not and will not require any additional examinations, investigations, tests, reports, or similar data for such purposes.

(e) CONTRACTOR has correlated the results of all such observations, examinations, investigations, tests, reports, and data with the terms and conditions of the Contract Documents.

(f) CONTRACTOR has provided COUNTY written notice of all conflicts, errors, or discrepancies that CONTRACTOR has discovered in the Contract Documents. CONTRACTOR hereby accepts COUNTY’s written resolution of all such conflicts, errors, or discrepancies.

(g) CONTRACTOR declares and agrees that the approval or acceptance of any part of the work or material by COUNTY, ENGINEER, or any agent relating to compliance with the

Contract Documents will not operate as a waiver by COUNTY of strict compliance with the terms and conditions of the Contract Documents.

(h) CONTRACTOR’s resident Superintendent at the work site will be

_____________________________________. CONTRACTOR shall use only this person as

5 Points Complex Roadway, Drainage and Utility Project

(CC-5513-24/MAG)

Superintendent, unless otherwise approved by COUNTY’s Project Manager after following the procedure indicated in the General Conditions.

(i) CONTRACTOR has studied carefully and considered all permit requirements related to performance of the work. CONTRACTOR declares and agrees that all costs related to performing the work in compliance with the requirements of all permits at the contract price are included in the contract price. CONTRACTOR agrees that it will be solely responsible for payment of all fines and penalties of any nature assessed to CONTRACTOR, COUNTY, or both, by any governmental entity, district, or authority, or other jurisdictional entity relating to all permits required for performance of the work.

(j) CONTRACTOR acknowledges that the performance of the work under the

Contract Documents fulfills a COUNTY, CONTRACTOR, and public purpose. To that end, CONTRACTOR shall respond to citizen complaints related to alleged damage caused by

CONTRACTOR’s performance of the work within ten (10) days of receipt of the complaint from any citizen, ENGINEER, or COUNTY. CONTRACTOR shall respond separately to each complaint. When a complaint is brought to CONTRACTOR by a citizen, CONTRACTOR shall report the citizen, the street address, and a summary of the complaint and any action taken in response. Responses and action taken by CONTRACTOR must specifically identify the problem and specific actions taken. Generic statements such as “addressed the problem” are unacceptable.

If CONTRACTOR fails to respond within ten (10) days, COUNTY may take corrective action and deduct the actual costs of corrective action from subsequent progress payments or the retainage.

(k) CONTRACTOR acknowledges that COUNTY-owned property obtained for performance of the work within the project limits includes temporary construction easements. In the event that CONTRACTOR fails to perform the work within the contract time, then

CONTRACTOR shall be solely responsible for payment of all costs for additional or extended

5 Points Complex Roadway, Drainage and Utility Project

(CC-5513-24/MAG)

temporary construction easements. CONTRACTOR authorizes COUNTY to deduct the actual costs of additional or extended temporary construction easements from subsequent progress payments or the retainage.

Section 8. Contract Documents.

(a) The Contract Documents, which constitute the entire agreement between COUNTY and CONTRACTOR, are made a part of this Agreement and are to be treated and interpreted as a unified whole to the maximum extent possible. The initial Contract Documents consist of the following items, listed in order of precedence below to the extent there may be any conflicts between them:

(1) This Agreement and its Exhibits.

(2) Any Addenda to COUNTY’s Solicitation Package.

(3) COUNTY’s Solicitation Package, including the General Conditions.

(4) Drawings and Plans.

(5) Technical Specifications.

(b) As the Project progresses, additional Contract Documents may become part of the

Agreement between COUNTY and CONTRACTOR and will consist of the following:

(1) Modifications through Change Orders as provided in the General

Conditions or an Amendment to the Agreement, which will supersede the provisions in the

Contract Documents affected by the Change Order or Amendment.

(2) Performance Bond.

(3) Payment Bond.

(4) Contractor’s Certificate of Insurance and Insurance Policies.

(5) Notice to Proceed.

(6) Certificate of Substantial Completion.

5 Points Complex Roadway, Drainage and Utility Project

(CC-5513-24/MAG)

(7) Contractor’s Waiver of Lien (Partial).

(8) Contractor’s Waiver of Lien (Final and Complete).

(9) Subcontractor/Supplier’s Waiver of Lien (Final and Complete).

(10) Certificate of Final Completion.

(11) Contractor’s Release.

(12) Consent of Surety to Final Payment.

(13) Material and Workmanship Bond.

(c) There are no Contract Documents other than those listed above in this Section. The

Contract Documents may only be modified or amended by a change order as provided in the

General Conditions or by an Amendment to this Agreement.

Section 9. Liquidated Damages.

(a) COUNTY and CONTRACTOR recognize that time is essential to the performance of this Agreement, and CONTRACTOR recognizes that COUNTY will suffer financial loss if the work is not substantially completed as described in subsection 14.13 of the General Conditions within the time specified below, plus any extensions of time allowed in accordance with Section

12 of the General Conditions. If the work is not completed on time, the parties also recognize the delays, expense, and difficulties involved in proving in a legal or alternative dispute resolution proceeding the damages resulting from the delay in the COUNTY’s ability to use the completed

Work. Accordingly, CONTRACTOR and CONTRACTOR’s Surety agree to pay COUNTY as liquidated damages the amount of Five Hundred and No/100 Dollars ($500.00) per day for each day CONTRACTOR exceeds the contract time for substantial completion until the work is

Substantially Complete. It is agreed that if the work is not completed by the final completion date in accordance with the Contract Documents, CONTRACTOR shall pay COUNTY as liquidated damages for delay one quarter (1/4) of the rate set forth above. The parties acknowledge and agree

5 Points Complex Roadway, Drainage and Utility Project

(CC-5513-24/MAG)

that the liquidated amounts described in this Section are not a penalty, but instead a reasonable measure of damages based upon the parties’ experience in the relevant industry and given the nature of the losses to COUNTY that may result from delay in Substantial or Final Completion.

(b) CONTRACTOR shall pay or reimburse, in addition to the liquidated damages specified in this Agreement, COUNTY’s actual damages which may include, but are not limited to, expenses for engineering fees and inspection costs arising from CONTRACTOR’s failure in meeting either or both the substantial completion and final completion dates.

(c) The liquidated damages provided in this Section will apply regardless of whether

CONTRACTOR is terminated, is in default, or has abandoned the work.

Section 10. Definitions, Assignment, and Binding Effect.

(a) Terms used in this Agreement that are defined in Section 1 of the General

Conditions have the meanings indicated in the General Conditions.

(b) No assignments by a party of any rights under or interests in the Contract

Documents will be binding on any other party without the written consent of the party sought to be bound and any such assignment without such written consent will be void and of no effect.

Specifically, but without limitation, monies that may become due and monies that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law). Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the

Contract Documents.

(c) COUNTY and CONTRACTOR each binds itself and its partners, successors, assigns, and legal representatives to the other party, its partners, successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract

Documents.

5 Points Complex Roadway, Drainage and Utility Project

(CC-5513-24/MAG)

Section 11. CONTRACTOR’s Specific Consideration. In consideration of

CONTRACTOR’s indemnity agreements as set out in the Contract Documents, COUNTY specifically agrees to pay CONTRACTOR the sum of Two Hundred Fifty and No/100 Dollars

($250.00). CONTRACTOR acknowledges receipt of the specific consideration for

CONTRACTOR’s indemnification of COUNTY and that the specific consideration is included in the original contract price allocated by CONTRACTOR among all pay items, receipt of which is hereby acknowledged.

Section 12. Patents and Royalties. Unless otherwise provided, CONTRACTOR is solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of this Agreement. CONTRACTOR, without exception, shall indemnify and save harmless

COUNTY and its employees from liability of any nature or kind, including costs and expenses for or on account of any copyrighted, patented, or unpatented invention, process, or article manufactured or supplied by CONTRACTOR. In the event of any claim against COUNTY of copyright or patent infringement, COUNTY shall promptly provide written notification to

CONTRACTOR. If such a claim is made, CONTRACTOR shall use its best efforts to promptly purchase for COUNTY the legitimate version of any infringing products or services or procure a license from the patent or copyright holder at no cost to COUNTY that will allow continued use of the service or product. If none of these alternatives are reasonably available, COUNTY shall return the article on request to CONTRACTOR and receive reimbursement, if any, as may be determined by a court of competent jurisdiction.

Section 13. Notices. Whenever either party desires to give notice to the other including, but not limited to contract claims, it must be given by written notice, hand delivered, signed and dated for receipt, or be sent by certified United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified. The place for giving of notice will

5 Points Complex Roadway, Drainage and Utility Project

(CC-5513-24/MAG)

remain such until it has been changed by written notice in compliance with the provisions of this

Section. For the present, the parties designate the following as the respective places for giving of notice:

For COUNTY:

Seminole County Public Works Department

100 E. 1st Street

Sanford, FL 32771

With a copy to:

Seminole County Purchasing & Contracts Division

1301 E. Second Street

Sanford, FL 32771

Copy to ENGINEER:

Pegasus Engineering, LLC

501 W. State Road 434

Winter Springs, FL 32708

For CONTRACTOR:

Section 14. Conflict of Interest.

(a) CONTRACTOR shall not engage in any action that would create a conflict of interest in the performance of its obligations pursuant to this Agreement with COUNTY or which would violate or cause others to violate the provisions of Chapter 112, Part III, Florida Statutes, relating to ethics in government.

(b) CONTRACTOR certifies that no officer, agent, or employee of COUNTY has any material interest (as defined in Section 112.312(15), Florida Statutes, as over 5%), either directly or indirectly in the business of CONTRACTOR to be conducted under this Agreement and that no such person will have any such interest at any time during the term of this Agreement.

5 Points Complex Roadway, Drainage and Utility Project

(CC-5513-24/MAG)

Section 15. Material Breaches of Agreement.

(a) The parties recognize that breaches of the Contract Documents may occur and that remedies for those breaches may be pursued under the Contract Documents. The parties further recognize that the safety of the traveling public is of paramount concern. Therefore, the parties agree that any breach of the Contract Documents related to life safety, including, but not limited to the maintenance of traffic requirements of the Contract Documents will be considered a material breach of the Contract Documents.

(b) Upon a material breach of the Contract Documents related to life safety as determined by COUNTY, COUNTY will issue a Stop Work Order suspending the work or any specific portion of the work until the conditions are corrected. If the life safety conditions giving rise to the Stop Work Order are not corrected within a reasonable time, as determined by

COUNTY, then the material breach will entitle COUNTY to terminate this Agreement. The recognition of breaches of the provisions of the Contract Documents related to life safety as material breaches will not be construed as a limitation on other remedies for breaches or material breaches of the Contract Documents.

Section 16. Indemnification of COUNTY. CONTRACTOR shall indemnify and hold harmless COUNTY, its commissioners, officers, and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney’s fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of CONTRACTOR and persons employed or utilized by CONTRACTOR in the performance of this Agreement.

Section 17. Public Records Law.

(a) CONTRACTOR acknowledges COUNTY’s obligations under Article 1, Section

24, Florida Constitution and Chapter 119, Florida Statutes, to release public records to members of the public upon request. CONTRACTOR acknowledges that COUNTY is required to comply

5 Points Complex Roadway, Drainage and Utility Project

(CC-5513-24/MAG)

with Article 1, Section 24, Florida Constitution and Chapter 119, Florida Statutes, in the handling of the materials created under this Agreement and this statute controls over the terms of this

Agreement. Upon COUNTY’s request, CONTRACTOR shall provide COUNTY with all requested public records in CONTRACTOR’s possession, or shall allow COUNTY to inspect or copy the requested records within a reasonable time and at a cost that does not exceed costs as provided under Chapter 119, Florida Statutes.

(b) CONTRACTOR specifically acknowledges its obligations to comply with Section

119.0701, Florida Statutes, with regard to public records and shall perform the following:

(1) CONTRACTOR shall keep and maintain public records that ordinarily and necessarily would be required by COUNTY in order to perform the services or provide the materials required under this Agreement.

(2) CONTRACTOR shall provide COUNTY with access to public records on the same terms and conditions that COUNTY would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law.

(3) CONTRACTOR shall ensure public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law.

(c) Upon termination of this Agreement, CONTRACTOR shall transfer, at no cost to

COUNTY, all public records in possession of CONTRACTOR, or keep and maintain public records required by COUNTY under this Agreement. If CONTRACTOR transfers all public records to COUNTY upon completion of this Agreement, CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If CONTRACTOR keeps and maintains the public records upon completion of this

Agreement, CONTRACTOR shall meet all applicable requirements for retaining public records.

5 Points Complex Roadway, Drainage and Utility Project

(CC-5513-24/MAG)

All records stored electronically must be provided to COUNTY, upon request of COUNTY, in a format that is compatible with the information technology systems of COUNTY.

(d) Failure to comply with this Section will be deemed a material breach of this

Agreement for which COUNTY may terminate this Agreement immediately upon written notice to CONTRACTOR. CONTRACTOR may also be subject to statutory penalties as set forth in

Section 119.10, Florida Statutes.

(e) IF CONTRACTOR HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO

CONTRACTOR’s DUTY TO PROVIDE PUBLIC RECORDS RELATING

TO THIS CONTRACT, CONTRACTOR MAY CONTACT THE

CUSTODIAN OF PUBLIC RECORDS, THE SEMINOLE COUNTY

PURCHASING AND CONTRACTS MANAGER, AT 407-665-7116,

PURCH@SEMINOLECOUNTYFL.GOV, PURCHASING AND

CONTRACTS DIVISION, 1301 E. SECOND STREET, SANFORD, FL 32771.

Section 18. Dispute Resolution.

(a) In the event of a dispute related to any performance or payment obligation arising under this Agreement, the parties shall exhaust COUNTY administrative dispute resolution procedures prior to filing a lawsuit or otherwise pursuing legal remedies. COUNTY administrative dispute resolution procedures for proper invoice and payment disputes are set forth in Section

22.15, “Prompt Payment Procedures,” Seminole County Administrative Code. COUNTY administrative dispute resolution procedures for contract claims related to this Agreement, other mailto:PURCH@SEMINOLECOUNTYFL.GOV

5 Points Complex Roadway, Drainage and Utility Project

(CC-5513-24/MAG)

than for proper invoice and payment disputes, are set forth in Section 3.5541, “Contract Claims,”

Seminole County Administrative Code.

(b) In any lawsuit or legal proceeding arising under this Agreement, CONTRACTOR hereby waives any claim or defense based on facts or evidentiary materials that were not presented for consideration in COUNTY administrative dispute resolution procedures set forth in subsection

(a) above of which CONTRACTOR had knowledge and failed to present during COUNTY administrative dispute resolution procedures.

(c) In the event that COUNTY administrative dispute resolution procedures are exhausted and a lawsuit or legal proceeding is filed, the parties shall exercise best efforts to resolve disputes through voluntary mediation and to select a mutually acceptable mediator. The parties participating in the voluntary mediation shall share the costs of mediation equally.

Section 19. All Prior Agreements Superseded. This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained in this Agreement and the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained or referred to in this document. Accordingly, it is agreed that no deviation from the terms of this Agreement may be predicated upon any prior representations or agreements, whether oral or written.

Section 20. Modifications, Amendments, or Alterations. No modification, amendment, or alteration in the terms or conditions contained in this Agreement will be effective unless contained in a written amendment executed with the same formality and of equal dignity with this

Agreement.

Section 21. Independent Contractor. Nothing in this Agreement is intended or may be construed as in any manner creating or establishing a relationship of co-partners between the

5 Points Complex Roadway, Drainage and Utility Project

(CC-5513-24/MAG)

parties, or as constituting CONTRACTOR (including its officers, employees, and agents) as an agent, representative, or employee of COUNTY for any purpose or in any manner whatsoever.

CONTRACTOR is and will remain forever an independent contractor with respect to all services performed under this Agreement.

Section 22. Employee Status. Persons employed by CONTRACTOR in the performance of services and functions pursuant to this Agreement will have no claim to pension, workers’ compensation, unemployment compensation, civil service, or other employee rights or privileges granted to COUNTY’s officers and employees either by operation of law or by COUNTY.

Section 23. Services Not Provided For. No claim for services provided by

CONTRACTOR not specifically provided for in this Agreement will be honored by COUNTY.

Section 24. Rights At Law Retained. The rights and remedies of COUNTY provided under this Agreement are in addition to any other rights and remedies provided by law.

Section 25. Governing Law, Jurisdiction, and Venue. The laws of the State of Florida govern the validity, enforcement, and interpretation of this Agreement. The sole jurisdiction and venue for any legal action in connection with this Agreement will be in the courts of Seminole

County, Florida.

Section 26. Compliance with Laws and Regulations. In providing all services pursuant to this Agreement, CONTRACTOR must abide by all statutes, ordinances, rules, and regulations pertaining to or regulating the provision of such services, including those now in effect and subsequently adopted. Any violation of such statutes, ordinances, rules, or regulations will constitute a material breach of this Agreement and will entitle COUNTY to terminate this

Agreement immediately upon delivery of written notice of termination to CONTRACTOR.

5 Points Complex Roadway, Drainage and Utility Project

(CC-5513-24/MAG)

Section 27. Headings and Captions. All headings and captions contained in this

Agreement are provided for convenience only, do not constitute a part of this Agreement, and may not be used to define, describe, interpret or construe any provision of this Agreement.

Section 28. Additional Requirements. CONTRACTOR shall comply with the Bid Form attached to this Agreement as Exhibit B, the Trench Safety Act document attached to this

Agreement as Exhibit C, and the Americans with Disabilities Act Affidavit attached to this

Agreement as Exhibit D. CONTRACTOR shall use the Construction Forms attached to this

Agreement as Exhibit E during the course of this Agreement as appropriate.

Section 29. E-Verify System Registration.

(a) CONTRACTOR must register with and use the E-Verify system to verify the work authorization status of all new employees prior to entering into this Agreement with COUNTY. If

COUNTY provides written approval to CONTRACTOR for engaging with or contracting for the services of any subcontractors under this Agreement, CONTRACTOR must require certification from the subcontractor that at the time of certification, the subcontractor does not employ, contract, or subcontract with an unauthorized alien. CONTRACTOR must maintain a copy of the foregoing certification from the subcontractor for the duration of the agreement with the subcontractor.

(b) If COUNTY has a good faith belief that CONTRACTOR has knowingly violated this Section, COUNTY shall terminate this Agreement. If COUNTY terminates this Agreement with CONTRACTOR, CONTRACTOR may not be awarded a public contract for at least one (1) year after the date on which this Agreement is terminated. If COUNTY has a good faith belief that a subcontractor knowingly violated this Section, but CONTRACTOR otherwise complied with this Section, COUNTY must promptly notify CONTRACTOR and order CONTRACTOR o immediately terminate its agreement with the subcontractor.

5 Points Complex Roadway, Drainage and Utility Project

(CC-5513-24/MAG)

(c) CONTRACTOR shall execute and return the Affidavit of E-Verify Requirements

Compliance, attached to this Agreement as Exhibit F, to COUNTY.

IN WITNESS WHEREOF, the parties have executed this Agreement. All portions of the

Contract Documents have been signed or identified by COUNTY and CONTRACTOR or by

ENGINEER on their behalf.

ATTEST: _______________________________

By:

, Secretary , President

(CORPORATE SEAL) Date:

SEMINOLE COUNTY, FLORIDA

Witness ROBERT BRADLEY, Procurement Administrator

Print Name

Date:

Witness

For the use and reliance of As authorized for execution by the Board of

Seminole County only. County Commissioners at its _____________, 20___, regular meeting.

Approved as to form and legal sufficiency.

County Attorney RM/lpk

11/13/23

T:\Users\Legal Secretary CSB\Purchasing 2023\CC-5513.docx

5 Points Complex Roadway, Drainage and Utility Project

(CC-5513-24/MAG)

Attachments:

Exhibit A – Scope of Services

Exhibit B – Bid Form

Exhibit C – Trench Safety Act

Exhibit D – Americans with Disabilities Act Affidavit

Exhibit E – Construction Forms

Exhibit F – Affidavit of E-Verification Requirements Compliance

Exhibit "A"

9/20/2023

PAY ITEM NUMBER ITEM DESCRIPTION UNIT PLAN QTY. UNIT BID PRICE TOTAL BID PRICE

101-1 MOBILIZATION LS 1 -$

102-1 MAINTENANCE OF TRAFFIC LS 1 -$

102-99 PORTABLE CHANGEABLE MESSAGE SIGN (TEMP.) ED 628 -$

104-14 PREVENTION, CONTROL AND ABATEMENT OF EROSION AND WATER POLLUTION LS 1 -$

110-1-1 CLEARING AND GRUBBING (5.7 acres) LS/AC 5.7 -$

120-1 REGULAR EXCAVATION CY 18685 -$

120-6 EMBANKMENT CY 13995 -$

160-4 TYPE B STABILIZATION, 12" MINIMUM, LBR 40 SY 7061 -$

285-709A BASE GROUP 09 (10" LIMEROCK) SY 2271 -$

285-709B BASE GROUP 09 (6" TYPE B-12.5 ONLY) SY 2492 -$

327-70-6 MILLING EXISTING ASPHALT PAVEMENT (1.5" AVG. DEPTH) SY 780 -$

334-1-13 SUPERPAVE ASPHALTIC CONCRETE, TRAFFIC C TN 785.9 -$

337-7-83 ASPHALTIC CONCRETE FRICTION COURSE, TRAFFIC C, FC-12.5, PG 76-22 TN 457.2 -$

400-1-15 CONCRETE CLASS I (MISCELLANEOUS) CY 5 -$

425-1-351 INLETS (CURB TYPE P-5) (<10') EA 7 -$

425-1-451 INLETS (CURB TYPE J-5) (<10') EA 6 -$

425-1-452 INLETS (CURB TYPE J-5) (>10') EA 3 -$

425-1-521 INLETS (DITCH BOTTOM TYPE C) (<10') EA 4 -$

425-1-541 INLETS (DITCH BOTTOM TYPE D) (<10') (MODIFIED) EA 1 -$

425-1-711 INLETS (GUTTER TYPE V) (<10') EA 1 -$

425-1-999 CONCRETE FLUME EA 1 -$

425-2-71 MANHOLES, J-7 (<10') EA 1 -$

430-175-118 PIPE CULVERT, ROUND, 18" S/CD, RCP, CLASS III LF 481 -$

430-175-124 PIPE CULVERT, ROUND, 24" S/CD, RCP, CLASS III LF 61 -$

430-175-130 PIPE CULVERT, ROUND, 30" S/CD, RCP, CLASS III LF 743 -$

430-175-136 PIPE CULVERT, ROUND, 36" S/CD, RCP, CLASS III LF 253 -$

430-175-224 PIPE CULVERT, ELLIPTICAL, 19"x30" S/CD, RCP, CLASS III LF 346 -$

430-982-138 MITERED END SECTION, CLASS III, 36" CD EA 1 -$

430-982-629 MITERED END SECTION, CLASS III, 19" X 30" CD EA 1 -$

440-1-20 UNDERDRAIN, TYPE II LF 858 -$

440-73-2 UNDERDRAIN OUTLET PIPE, 6" LF 64 -$

520-1-7 CONCRETE CURB AND GUTTER (TYPE E) LF 508 -$

520-1-10 CONCRETE CURB AND GUTTER (TYPE F) LF 2436 -$

520-3 VALLEY GUTTER - CONCRETE LF 155 -$

522-1 CONCRETE SIDEWALK, 4" THICK SY 1689 -$

522-2 CONCRETE SIDEWALK, 6" THICK SY 172 -$

524-1-1 CONCRETE DITCH PAVEMENT - NON-REINFORCED (3") SY 16 -$

527-2 DETECTABLE WARNINGS SF 108 -$

Bid Form_Lake Minnie Connector Rd. - Phase 1A

ROADWAY PAY ITEMS

Exhibit "B"

530-3-4 RUBBLE RIPRAP, DITCH LINING TN 8.0 -$

530-74 BEDDING STONE TN 8.7 -$

570-1-2 PERFORMANCE TURF, SOD SY 17349 -$

630-2-12 CONDUIT, FURNISH & INSTALL, DIRECTIONAL BORE LF 500 -$

635-2-11 PULL & SPLICE BOX, F&I, 13" X 24" COVER SIZE EA 1 -$

639-1-122 ELECTRICAL POWER SERVICE, F&I, UNDERGROUND, METER PURCHASED BY CONTRACTOR AS 1 -$

639-2-1 ELECTRICAL SERVICE WIRE, F&I LF 500 -$

641-2-12 PRESTRESSED CONCRETE POLE, F&I, TYPE P-II SERVICE POLE EA 1 -$

1050-31-104 4" PVC, F&I, CASING (IRRIGATION SLEEVES) LF 716 -$

700-1-11 SINGLE POST SIGN (F&I) (UP TO 12 S.F.) AS 5 -$

700-1-60 SINGLE POST SIGN, REMOVE AS 5 -$

700-13-15 RETROREFLECTIVE SIGN STRIP (F&I) (5') EA 3 -$

705-10-4 OBJECT MARKER (TYPE 4) EA 3 -$

705-11-1 DELINEATOR, FLEXIBLE TUBULAR EA 2 -$

706-1-3 RAISED PAVEMENT MARKERS, TYPE B EA 238 -$

710-11-290 PAINTED PAVEMENT MARKINGS (STANDARD) (YELLOW) (ISLAND NOSE) SF 34 -$

710-90 PAINTED PAVEMENT MARKINGS - FINAL SURFACE LS 1 -$

711-11-123 THERMOPLASTIC (STANDARD) (WHITE) (SOLID) (12" CROSSWALKS) LF 384 -$

711-11-124 THERMOPLASTIC (STANDARD) (WHITE) (SOLID) (18" FOR DIAGONALS OR CHEVRONS) LF 40 -$

711-11-125 THERMOPLASTIC (STANDARD) (WHITE) (SOLID) (24" STOP BARS) LF 52 -$

711-11-224 THERMOPLASTIC (STANDARD) (YELLOW) (SOLID) (18" DIAGONALS OR CHEVRONS) LF 380 -$

711-11-241 THERMOPLASTIC (STANDARD) (YELLOW) (SKIP) (2'-4' DOTTED/GUIDELINE/6'-10' GAP

EXTENSION) (6")

GM 0.075 -$

711-14-125 THERMOPLASTIC (PREFORMED) (WHITE) (SOLID) (24" CROSSWALKS) LF 366 -$

711-16-101 THERMOPLASTIC (STANDARD-OTHER) (WHITE) (SOLID) (6") GM 0.569 -$

711-16-201 THERMOPLASTIC (STANDARD-OTHER) (YELLOW) (SOLID) (6") GM 0.685 -$

630-2-12 Conduit (F&I) (Directional Bore) (Underground or Under Pavement) LF 1870 -$

630-2-99 Pull Strings LF 2680 -$

633-1-124 Fiber Optic Cable (F&I) (Underground) (97-144 Fibers) (144 SM) LF 2785 -$

633-2-31 Fiber Optic Connection (Install) (Splice) EA 48 -$

633-3-11 Fiber Optic Connection Hardware (F&I) (Splice Enclosure) EA 2 -$

633-3-12 Fiber Optic Connection Hardware (F&I) (Splice Tray) EA 4 -$

635-2-12 Pull & Splice Boxes (F&I) (24" x 36" Cover Size) (w/ Apron) EA 4 -$

635-2-13 Pull & Splice Boxes (F&I) (36" Round Vault) (w/ Apron) EA 2 -$

ROADWAY SUBTOTAL

SIGNING & PAVEMENT MARKING PAY ITEMS

SIGNING AND PAVEMENT MARKING SUBTOTAL

FIBER OPTIC COMMUNICATION PAY ITEMS

FIBER OPTIC COMMUNICATION SUBTOTAL

715-69-000 Light Pole Complete, Remove Pole and Foundation EA 1 -$

U1-1 8" DR 18 PVC Water Main LF 1220 -$

U1-2 16" Steel Casing Pipe LF 70 -$

U1-3 Water Main Fittings TN 1.0 -$

U1-4 8" Gate Valve (Inc. Valve Box & Lid) EA 3 -$

U1-5 Fire Hydrant Assembly EA 1 -$

U1-6 4" Potable Water Double Check Detector Assembly Section (Public Safety Complex) EA 1 -$

U1-7 8" Fire Double Check Detector Assembly Section (Public Safety Complex) EA 1 -$

U1-8 8" Combination Fire and Domestic Water Meter Assembly (Lake Minnie Dr) EA 1 -$

U1-9 Air Release Valve and Vault EA 1 -$

U1-10 8"x12" Wet Tap Connection EA 1 -$

U1-11 Connection to Existing Water Main EA 1 -$

U1-12 Water Main Clearance EA 1 -$

U1-13 Adjust Existing Water Valve Boxes EA 3 -$

U1-14 8" PVC Gravity Sanitary Sewer (SDR 35) - 0' - 4' Deep LF 450 -$

U1-15 8" PVC Gravity Sanitary Sewer (SDR 35) - 6' - 8' Deep LF 250 -$

U1-16 Manhole (Inc. Ring and Cover) - 6' to 8' Deep EA 5 -$

U1-17 Manhole (Inc. Ring and Cover) - 8' to 10' Deep EA 1 -$

U1-18 Connection to Existing Sanitary Sewer Manhole EA 2 -$

U1-19 4" Sanitary Service Lateral EA 1 -$

U1-20 Convert Existing Pump Station to a Gravity Sanitary Sewer Manhole LS 1 -$

U1-21 Adjust Existing Sanitary Manhole to Ground Elevation EA 2 -$

U1-22 Remove Existing Force Main LF 240 -$

U2A-1 Furnish and Install 4" RCW C900 - Open Cut LF 145 -$

U2A-2 Furnish and Install 6" RCW C900 - Open Cut LF 1193 -$

U2A-3 Furnish and Install 14" Steel Casing LF 40 -$

U2A-4 Furnish and Install 18" Steel Casing LF 37 -$

U2A-5 Furnish and Install 4" GV EA 2 -$

U2A-6 Furnish and Install 6" GV EA 5 -$

U2A-7 4" RCW Connection to Existing RCW STA 30+00 EA 1 -$

U2A-8 4" RCW Connection to Existing RCW STA 34+40 EA 1 -$

U2A-9 4" RCW Connection to Existing RCW STA 33+70 EA 1 -$

U2A-10 6" Cap EA 2 -$

U2A-11 2" Blowoff Assembly EA 2 -$

LIGHTING PAY ITEMS

UTILITY PAY ITEMS (SET 1)

UTILITY (SET 1) SUBTOTAL

UTILITY PAY ITEMS (SET 2)

LIGHTING SUBTOTAL

U2A-12 4" RCW Demolish and Remove LF 377 -$

-$ TOTAL BID PRICE

UTILITY (SET 2) SUBTOTAL

00110 – Trench Safety Act (Rev 082020)

TRENCH SAFETY ACT (if applicable for this project)

SECTIONS 553.60-553.64, FLORIDA STATUTES

NOTICE TO BIDDERS:

In order to comply with the Trench Safety Act, the Bidder is required to specify the costs of compliance. These costs are not a separate pay item. The Bidder must also reference the Trench Safety Standards which will be in effect during construction, and assure in writing that the Bidder will comply with the applicable Trench Safety Standards.

TRENCH SAFETY UNITS OF QUANTITY UNIT EXTENDED

MEASURE MEASURE COST COST

TOTAL $__________

Representative Name Bidder Name

Representative Signature Date

Exhibit "C"

00310 – ADA Affidavit (Rev 06/2021)

AMERICANS WITH DISABILITIES ACT AFFIDAVIT

The undersigned CONTRACTOR/CONSULTANT swears that the information herein contained is true and correct and that none of the information supplied was for the purpose of defrauding the

COUNTY.

The CONTRACTOR/CONSULTANT will not discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for employment is qualified. The CONTRACTOR/CONSULTANT agrees to comply with the rules, regulations and relevant orders issued pursuant to the Americans with

Disabilities Act (ADA), 42 USC s. 12101 et seq. It is understood that in no event shall the

COUNTY be held liable for the actions or omissions of the CONTRACTOR/CONSULTANT or any other party or parties to the Agreement for failure to comply with the ADA. The

CONTRACTOR/CONSULTANT agrees to hold harmless and indemnify the COUNTY, its agents, officers, or employees from any and all claims, demands, debts, liabilities or causes of action of every kind or character, whether in law or equity, resulting from the

CONTRACTOR/CONSULTANT’s acts or omissions in connection with the ADA.

CONTRACTOR:

Signature:

Printed Name:

Title:

Date:

Affix Corporate Seal (if applicable)

STATE OF __________________

COUNTY OF

Sworn to (or affirmed) and subscribed before me by means of □ physical presence or □ online notarization, this day of , 20 , by .

(name of person making statement)

Signature of Notary Public

Print/Type/Stamp Commissioned Name of Notary Public

Personally Known OR Produced Identification

Type of Identification Produced:

Exhibit "D"

SEMINOLE COUNTY BOARD OF COUNTY COMMISSIONERS

CONSTRUCTION FORMS

EXHIBIT TO THE AGREEMENT

TO BE PROVIDED TO THE CONTRACTOR WITH THE AGREEMENT

Application for Payment ..................................................................................................... C-01

Continuation Sheet for Application for Payment ................................................................. C-01 (2)

Change Order Form ............................................................................................................ C-02

Shop Drawing Submittals ................................................................................................... C-03

Authorized Field Change (AFC) ......................................................................................... C-04

Certificate of Substantial Completion ................................................................................ C-05

Certificate of Final Completion .......................................................................................... C-06

Contractor’s Release .......................................................................................................... C-07

Contractor’s Waiver of Lien (Partial) ................................................................................. C-08

Subcontractor’s Waiver of Lien (Partial) ........................................................................... C-09

Contractor’s Waiver of Lien (Final and Complete) ............................................................ C-10

Subcontractor’s Waiver and Release of Lien (Final) ........................................................ C-11

Consent of Surety to Final Payment .................................................................................. C-12

Any manipulations of these documents would be grounds for fraud and misrepresentation.

Exhibit "E"

C-01 – Application for Payment (Rev 100120)

APPLICATION FOR PAYMENT

Contract for: _______________________________________ Payment Application No.: ____________

County Contract No.: _______________ CIP No.: __________

CHANGE ORDER SUMMARY ADDITIONS DEDUCTIONS

Total changes approved in previous months by County $ $

Total approved this month $ $

TOTAL $ $

NET CHANGES by Change Order $

1. ORIGINAL CONTACT SUM ………………………………………………………………. $ _________________

2. NET CHANGE BY CHANGE ORDER .…………………………………………………… $ _________________

3. CONTACT SUM TO DATE (Line 1 & Line 2) ……………………………………………. $ _________________

4. TOTAL COMPLETED AND STORED TO DATE.……………………………………….. $ _________________

5. RETAINAGE:

(a) ________ % of Completed Work ……………………………… $ _________________

(b) ________ % of Stored Material ……………………………… $ _________________

Total Retainage (Lines 5a + 5b, or Total in Column 1) ……………………………….. $ _________________

6. TOTAL EARNED LESS RETAINAGE .……………………………………………………. $ _________________

7. LESS PREVIOUS CERTIFICATES FOR PAYMENT ……………………………………. $ _________________

(Line 6 from Prior Payment Application)

8. CURRENT PAYMENT DUE…………………………………………………………………. $ _________________

9. BALANCE TO FINISH INCLUDING RETAINAGE (Line 3 minus Line 6)………………. $ _________________

The undersigned Contractor certifies that (1) all previous payments for Work performed have been applied to discharge in full all obligations on the Contractor incurred in connection with Work covered by prior payment applications (1 through _____) under this Agreement; (2) all Materials and Equipment incorporated in the project are free and clear of liens, security interests and encumbrances; (3) all previous payments have been applied to pay in full, minus retainage, all amounts owed to its subcontractors and suppliers; (4) all information provided is true and accurate.

CONTRACTOR: ___________________________________ DATE: _______________

By: ________________________________ (Print) ___________________________ (Signature)

STATE OF FLORIDA

COUNTY OF

Sworn to (or affirmed) and subscribed before me by means of □ physical presence or □ online notarization, this day of ____________, 20___, by _______________________________________.(name of person making statement)

Signature of Notary Public – State of Florida Print/Type/Stamp Commissioned Name of Notary Public

Personally Known OR Produced Identification Identification Type: _______________________

COUNTY: In accordance with the Contract Documents, the undersigned recommend payment as presented.

Engineer: ____________________________________________ Date: _______________

Project Manager: ______________________________________ Date: _______________

APPLICATION DATE:

PERIOD TO:

PROJECT #

A B C D E F H I

MATERIALS

TOTAL

COMPLETED

% BALANCE RETAINAGE

FROM

PREVIOUS

PRESENTLY

STORED

AND STORED TO FINISH (IF VARIABLE

RATE)

APPLICATION NOT IN D OR E TO DATE (C - G)

(D + E) (D+E+F)

GRAND TOTALS

SEMINOLE COUNTY BOARD OF COUNTY COMMISSIONERS

Containing Contractor's signed certification is attached APPLICATION #:

WORK COMPLETED

G

UNIT SCHEDULED

VALUE

(original base bid value)

QTYITE

M #

CONTINUATION SHEET

DESCRIPTION OF WORK

THIS PERIOD (G / C)

APPLICATION AND CERTIFICATION FOR PAYMENT

C-01 (2) - Continuation Sheet - Application and Certification for Payment (Rev 100120)

C-02 - CHANGE ORDER FORM (Rev 100120)

CHANGE ORDER

CONSTRUCTION PROJECTS

CONTRACTOR: ________________________________________ Date: _________________

Contract No.: ____________________ Project Name: ___________________________________________________________

Change Order No.: _____________________ Work Order No.: (if applicable) _____________________

Original Contract / Work Order Amount: $ ________________

Amount prior to this Change Order, if different: $ ________________

Change Order Amount: Increase Decrease No Change $ ________________

Revised Contract / Work Order Amount including this Change Order: $ ________________

Change Order Time: Increase Decrease No Change ________________ Days

Date of Substantial Completion through this Change Order: ________________

Date of Final Completion through this Change Order: ________________

Waiver: This Change Order constitutes full and mutual accord and satisfaction for the adjustment of Contract / Work Order Price and Time as a result of increases or decreases in costs and time of performance caused directly and indirectly from the change. Acceptance of this Waiver constitutes an agreement between the County and Contractor that the Change Order represents an equitable adjustment to the Agreement and that Contractor will waive all rights to file a contract claim of any nature on this Change Order. Execution of this Change Order constitutes Contractor’s acceptance and satisfaction that it is entitled to no more costs or time, direct, indirect, impact, etc., pursuant to this Change Order.

Acknowledgements: The aforementioned change, and work affected thereby, is subject…