City_Hall_Roof_Improvements_Agreement_(1).pdf

Construction Agreement City Hall Roof Improvements

Invitation to Bid No. TBD

HMGP DR-4337-203-R

This Construction Agreement (the “Agreement”) is entered into on ______________, 2026 by and between the CITY OF DANIA BEACH, FLORIDA, a Florida municipal corporation, whose address is 100 West Dania Beach Boulevard, Dania Beach, Florida 33004 (the “City” or “Owner”), and __________________________, a _______________________, whose address is ______________________________________________ (the “Contractor”).

Recitals

WHEREAS, the City issued Invitation to Bid No. TBD for the City Hall Roof Improvements (the “ITB”);

WHEREAS, the Project is funded in whole or in part through the Hazard Mitigation Grant Program, HMGP DR-4337-203-R, administered by the Florida Division of Emergency Management and the Federal Emergency Management Agency;

WHEREAS, Contractor submitted the lowest responsive and responsible Bid selected by the City and represents that it is qualified, properly licensed, sufficiently staffed, and able to complete the Work in accordance with the Contract Documents; and

WHEREAS, the City Commission authorized award of the Agreement to Contractor, subject to the terms stated below.

NOW, THEREFORE, in consideration of the mutual promises and obligations stated in the Contract Documents, the parties agree as follows:

Article 1 Contract Documents and Order of Precedence

1.1 Contract Documents. The Contract consists of this Agreement; all properly executed amendments and Change Orders; the Notice to Proceed; the City’s ITB, including its General Terms and Conditions, Special Conditions, Scope of Work, Bid Form, plans, drawings, technical specifications, attachments, and all Addenda; the Performance Bond and Payment Bond;

Contractor’s accepted Bid and required post-award submissions; and other documents expressly incorporated by this Agreement (collectively, the “Contract Documents”).

1.2 Order of Precedence. If the Contract Documents conflict, the following order controls:

1. Executed amendments and Change Orders, with the most recent controlling;

2. This Agreement;

3. Addenda, with the most recent controlling;

4. The Special Conditions;

5. The Scope of Work and Bid Form;

6. The General Terms and Conditions;

7. The technical specifications;

8. The drawings;

9. The Performance Bond and Payment Bond; and

10. Contractor’s accepted Bid.

Detailed or more stringent requirements control over general or less stringent requirements when reasonably reconcilable. Contractor shall promptly request a written interpretation from the City before proceeding with affected Work and shall not exploit an ambiguity, conflict, error, or omission in the Contract Documents.

1.3 Entire Work. The Contract Documents are complementary. Work shown or described in one Contract Document and reasonably inferable as necessary for a complete, functional, code-compliant, watertight, and warrantable Project is included in the Work even if not repeated elsewhere.

1.4 Bid Review and Non-Negotiability. This Agreement is part of the ITB and shall be deemed reviewed and accepted by each Bidder upon submission of a Bid. Except for completion of blanks, incorporation of the award, or changes initiated or approved by the City, this Agreement is not subject to negotiation after Bid opening. Qualifications, exceptions, supplemental terms, or proposed changes submitted by Contractor do not modify the Contract unless expressly accepted in a written amendment executed by the City.

1.5 Definitions. Capitalized terms used but not separately defined in this Agreement have the meanings assigned to them elsewhere in the Contract Documents.

“Work” means all construction and related services, labor, materials, equipment, supervision, coordination, testing, documentation, and other obligations required by the Contract Documents.

“Contract Time” means the periods established for Substantial Completion and Final Completion, as properly adjusted by written Change Order.

1.6 Contractor’s Accepted Bid. Contractor’s accepted Bid is incorporated only to establish the accepted pricing, proposed personnel, qualifications, representations, and other commitments that supplement the City’s requirements. Any qualification, exception, exclusion, limitation, assumption, or additional term contained in Contractor’s Bid is ineffective unless expressly accepted in this Agreement or in a written amendment executed by the City.

Article 2 Scope of Work

2.1 General Scope. Contractor shall furnish all labor, supervision, materials, equipment, tools, hoisting, temporary facilities, temporary protection, transportation, disposal, permits, inspections, testing, bonds, insurance, warranties, coordination, documentation, and incidentals necessary to complete the City Hall Roof Improvements at 100 West Dania Beach Boulevard, Dania Beach, Florida, in strict accordance with the Contract Documents.

2.2 Included Work. Without limiting the Contract Documents, the Work includes:

1. Selective demolition and lawful disposal of existing roofing;

2. Inspection and preparation of the existing roof deck;

3. Minor incidental repairs and the included allowance for replacement of deteriorated or damaged roof deck or substrate affecting up to fifteen percent (15%) of the existing roof-deck area;

4. Insulation, tapered insulation, and cover board;

5. SBS-modified bituminous roofing membrane;

6. Fluid-applied waterproofing;

7. Flashings, sheet metal, trim, roof specialties, and joint sealants;

8. Drains, gutters, downspouts, penetrations, equipment curbs, and rooftop appurtenances;

9. Structural work shown in the Contract Documents;

10. Protection of the occupied facility;

11. Testing, inspections, Project closeout, and final cleaning; and

12. All required warranties.

2.3 Contractor Review. Contractor acknowledges that, before submitting its Bid, it examined the Contract Documents and Project Site and investigated visible and reasonably discoverable conditions, access, staging, storage, utilities, occupied operations, and other Project constraints.

Contractor further acknowledges that it included in the Contract Price all costs necessary to complete the Work. Contractor’s failure to perform the required examination or investigation does not entitle Contractor to additional compensation or Contract Time.

2.4 Estimated Quantities and Scope Adjustments. Quantities identified in the Contract Documents are estimates provided for bidding, evaluation, measurement, or allowance purposes.

Contractor shall complete the entire Work required by the Contract Documents for the Contract Price, subject only to additions, deletions, or other adjustments authorized in writing under Article 7.

The City does not guarantee that any estimated quantity will be used in full and may increase or decrease estimated quantities without invalidating the Contract. Any corresponding adjustment to the Contract Price or Contract Time must be authorized in accordance with Article 7.

2.5 Performance Standard. Contractor shall perform the Work in a good and workmanlike manner using qualified personnel and materials suitable for their intended purposes. Contractor shall deliver a complete, watertight, code-compliant, fully functional, and warrantable roofing system that is fit for its intended use and satisfies the performance requirements of the Contract Documents.

2.6 Incidental Work. Items reasonably necessary to complete, connect, coordinate, protect, test, or make the Work functional and warrantable are included in the Contract Price even if not separately identified as a Bid item. Contractor is not entitled to additional compensation merely because a necessary incidental item is not separately listed in the Bid Schedule.

Article 3 Contract Time and Scheduling

3.1 Commencement. Contract Time begins on the date stated in the City’s written Notice to Proceed. Contractor shall not begin physical Work before the Notice to Proceed and shall commence Work within seven (7) calendar days after that date unless the City directs otherwise in writing.

Costs incurred before the Notice to Proceed are incurred at Contractor’s risk. Notwithstanding the foregoing, if the City terminates the Contract for convenience before commencement of the Work, the City may reimburse Contractor for documented, noncancelable costs for required performance and payment bonds and insurance, but only to the extent expressly approved by the City.

3.2 Milestones. Contractor shall achieve:

1. Substantial Completion within one hundred twenty (120) calendar days after the date stated in the Notice to Proceed; and

2. Final Completion within one hundred fifty (150) calendar days after the date stated in the Notice to Proceed.

These deadlines are subject only to written adjustments authorized in accordance with the Contract Documents. Time is of the essence.

3.3 Construction Schedule. At or before the Notice to Proceed meeting, Contractor shall submit for the City’s review and acceptance a detailed construction schedule identifying:

1. Submittals and approvals;

2. Material procurement and delivery;

3. Mobilization;

4. Roof-area sequencing;

5. Inspections and testing;

6. Weather contingencies and daily dry-in;

7. Activities affecting City operations or public access;

8. Substantial Completion; and

9. Final Completion.

Contractor shall update the schedule monthly and whenever actual progress materially departs from the accepted schedule. The City’s review or acceptance of a schedule does not alter Contractor’s obligations, relieve Contractor of responsibility for sequencing and timely completion, or transfer scheduling responsibility to the City.

3.4 Recovery Schedule. If Contractor falls behind the accepted schedule for reasons not excused under the Contract Documents, Contractor shall, without additional compensation, submit a recovery schedule acceptable to the City and take all measures necessary to restore timely progress.

Corrective measures may include additional labor, shifts, supervision, equipment, expedited delivery, or resequencing of the Work.

3.5 Coordination and Schedule Changes. Contractor shall coordinate its schedule with City operations and provide reasonable advance notice of activities affecting access, parking, building operations, utilities, public services, or the use of City Hall.

Contractor shall not materially alter the accepted sequence or schedule without prior written notice to and acceptance by the City. The City’s acceptance of a schedule change does not constitute an extension of Contract Time or authorization for additional compensation unless expressly stated in a written Change Order.

Article 4 Contract Price

4.1 Contract Price. Subject only to additions and deductions authorized in accordance with the Contract Documents, the City shall pay Contractor a firm, fixed lump-sum amount not to exceed ______________________________ Dollars ($________________) (the “Contract Price”), based on Contractor’s accepted Bid and the Bid Schedule attached as Exhibit A.

4.2 Complete Compensation. The Contract Price includes all costs necessary to complete the Work, including labor, materials, equipment, tools, supervision, overhead, profit, freight, taxes applicable to Contractor, permit fees, inspections, testing, bonds, insurance, safety measures, temporary protection, transportation, disposal, Project closeout, warranties, and incidentals, except only costs expressly identified in the Contract Documents as reimbursable by the City.

Contractor shall not be entitled to additional compensation for any cost that was reasonably foreseeable from the Contract Documents, the required Site investigation, or the nature and location of the Work.

4.3 Roof-Deck and Substrate Replacement Allowance. The Contract Price includes an allowance of __________________ Dollars ($________________) for the replacement of deteriorated or damaged roof deck or substrate affecting up to fifteen percent (15%) of the existing roof-deck area (the “Allowance”).

Contractor shall promptly notify the City upon discovering deteriorated or damaged roof deck or substrate and shall document the location, condition, measured quantity, proposed repair, and associated cost before covering or correcting the condition. Except for emergency protective measures necessary to prevent immediate damage, Contractor shall not perform Allowance Work without the City’s prior written authorization.

The City may inspect and verify the condition and quantity before authorizing the Work. Payment from the Allowance shall be based on actual, documented, and City-approved costs or applicable prices established in the Bid Schedule. Any unused portion of the Allowance shall remain the City’s property and shall be deducted from the Contract Price by deductive Change Order.

Replacement exceeding the included Allowance or the fifteen percent (15%) quantity requires advance written authorization under Article 7.

4.4 Taxes. The City is exempt from Florida sales and use taxes. Contractor is responsible for taxes imposed on Contractor, its purchases, or its operations.

The City may elect to make direct purchases of materials or equipment when lawful and financially advantageous. Any direct purchase shall be documented by an equitable deductive Change Order and does not relieve Contractor of its responsibilities for coordination, installation, protection, warranties, or completion of the Work.

Article 5 Payment

5.1 Schedule of Values. Before submitting the first Application for Payment, Contractor shall submit a detailed Schedule of Values allocating the Contract Price among the principal portions of the Work. The Schedule of Values must be supported by sufficient information for the City to evaluate progress and shall separately identify mobilization, the roof-deck and substrate Allowance, closeout, and other major components of the Work.

The City’s acceptance of the Schedule of Values is solely for payment administration and does not modify the Contract Price, constitute acceptance of the allocation, or limit the City’s right to evaluate the actual value of completed Work.

5.2 Applications for Payment. Contractor may submit one Application for Payment per month for Work properly completed and materials properly stored during the applicable payment period.

Each Application for Payment shall:

1. Be based on the accepted Schedule of Values;

2. Identify the percentage and value of each portion of the Work completed;

3. Identify materials properly stored at the Project Site or another location approved in writing by the City;

4. Deduct retainage, prior payments, rejected Work, and other amounts properly withheld;

5. Include an updated construction schedule and progress photographs;

6. Include Contractor’s certification that the Work covered by the application was performed in accordance with the Contract Documents;

7. Include partial releases or waivers of lien from Contractor and each subcontractor and supplier whose Work was included in the current or any prior Application for Payment;

8. Include invoices, delivery tickets, testing documentation, and other information reasonably required to substantiate the amount requested; and

9. Include any records or certifications required by the City, FDEM, FEMA, or another applicable funding agency.

An Application for Payment is not complete until Contractor provides all reasonably required supporting documentation.

5.3 Materials Stored but Not Incorporated. The City may, but is not required to, pay for materials or equipment properly stored but not yet incorporated into the Work. As a condition of payment, Contractor shall provide evidence satisfactory to the City that:

1. The materials or equipment are specifically identified for the Project;

2. They are properly stored, protected, insured, and segregated from materials intended for other projects;

3. Title will pass to the City free and clear of liens and security interests upon payment;

4. The surety consents to the payment if requested by the City; and

5. The materials or equipment comply with the Contract Documents.

Payment for stored materials does not transfer risk of loss to the City or relieve Contractor of responsibility for storage, protection, installation, or replacement.

5.4 Review and Payment. The City will review complete and properly supported Applications for Payment and pay undisputed amounts in accordance with the Florida Local Government Prompt Payment Act, Sections 218.70 through 218.80, Florida Statutes.

The City may correct mathematical errors and adjust an Application for Payment to reflect the actual value of properly completed Work. Payment does not constitute acceptance of defective or nonconforming Work, waive any Contract requirement, or relieve Contractor of responsibility for the Work.

5.5 Retainage. Subject to Sections 218.735 and 255.078, Florida Statutes, and any applicable federal funding requirements, the City may withhold five percent (5%) from each progress payment as retainage.

The City may reduce or release retainage before Final Completion when authorized by law and determined appropriate by the City. Any early reduction or release of retainage does not constitute acceptance of the Work, waive any Contract requirement, or relieve Contractor or the surety of any obligation.

If the City releases retainage attributable to labor, services, or materials furnished by a subcontractor or supplier, Contractor shall timely remit the applicable retainage to that subcontractor or supplier as required by law.

The City is not required to release amounts subject to a good-faith written dispute, a claim under Section 255.05, Florida Statutes, or another lawful basis for withholding payment.

5.6 Grounds for Withholding Payment. The City may withhold or reduce payment to the extent reasonably necessary to protect the City from loss arising from:

1. Defective, incomplete, or nonconforming Work;

2. Claims, liens, or reasonable evidence that claims or liens may be filed;

3. Contractor’s failure to pay subcontractors, suppliers, or workers;

4. Damage to the City, the Project, or the property of another person;

5. Contractor’s failure to maintain required bonds, insurance, licenses, permits, or approvals;

6. Liquidated damages or other amounts due to the City;

7. Reasonable evidence that the remaining Work cannot be completed for the unpaid balance of the Contract Price;

8. Reasonable evidence that the Work will not be completed within the Contract Time;

9. Contractor’s failure to provide required Project, grant, audit, schedule, or closeout documentation;

10. Contractor’s failure to comply with a material requirement of the Contract Documents; or

11. Any right of setoff available to the City.

When the basis for withholding has been cured or otherwise resolved to the City’s reasonable satisfaction, the City will release the applicable amount in accordance with law.

5.7 Payment to Subcontractors and Suppliers. Contractor’s payment obligations to subcontractors and suppliers are governed by Section 10.5 and Section 218.735(6), Florida Statutes. Upon request, Contractor shall provide evidence of payment.

5.8 Mobilization Payments. Cumulative payment of the mobilization Bid item shall not exceed:

1. Twenty-five percent (25%) of the mobilization Bid item when overall Contract completion reaches ten percent (10%);

2. Fifty percent (50%) of the mobilization Bid item when overall Contract completion reaches twenty-five percent (25%); and

3. One hundred percent (100%) of the mobilization Bid item when overall Contract completion reaches fifty percent (50%).

The percentages stated above are cumulative and not separate additional payments. Contractor is not entitled to accelerated payment of the mobilization Bid item unless authorized by written Change Order.

5.9 Completion List. The City and Contractor shall jointly inspect the Work after Substantial Completion to identify the items required to render the Work complete, satisfactory, and acceptable under the Contract Documents.

For a Project having an estimated cost of less than $10 million, the City shall develop and review a single list of required completion and corrective items within thirty (30) calendar days after Substantial Completion. If the estimated Project cost is $10 million or more, the list shall be developed within the period permitted by Section 218.735(7), Florida Statutes.

Contractor shall participate in the inspection and promptly provide information reasonably necessary to establish the estimated cost to complete each listed item. If the parties disagree regarding an item or its estimated completion cost, the City shall make a reasonable determination based on the Contract Documents, available estimates, and the anticipated cost of completing or correcting the item.

The City shall deliver the completed list to Contractor no later than five (5) calendar days after the list has been developed and reviewed. Failure to include an incomplete or corrective item on the list does not relieve Contractor of responsibility for completing or correcting the Work.

If the City fails to deliver the list within the time required by this Section, the Contract Time for Final Completion shall be extended by the number of days the City exceeded the required delivery date, as required by Section 218.735(7), Florida Statutes.

5.10 Payment of Remaining Balance and Retainage. Within twenty (20) business days after the completion list required by Section 5.9 is created, the City shall pay Contractor the remaining Contract balance, including retainage previously withheld, less an amount equal to one hundred fifty percent (150%) of the reasonable estimated cost to complete the listed items and any other amount the City may lawfully withhold.

Upon completion of all listed items, Contractor may submit a payment request for the remaining amount withheld. If a good-faith dispute exists concerning whether one or more listed items have been completed, the City may continue to withhold up to one hundred fifty percent (150%) of the estimated cost to complete the disputed items.

Warranty obligations, latent defects, corrective items identified after preparation of the completion list, and other obligations that survive payment remain Contractor’s responsibility. The City’s payment of the remaining balance or retainage does not waive those obligations, but payment may not be withheld on a basis prohibited by Section 218.735, Florida Statutes.

5.11 Final Closeout Documents. Contractor shall provide the following documents as part of Project closeout:

1. Final releases of lien and Contractor’s final payment affidavit;

2. Consent of surety to final payment;

3. Record drawings and approved submittals;

4. Final inspection, testing, and approval documentation;

5. Product approvals and maintenance information;

6. Manufacturer and Contractor warranties issued or registered in the City’s name;

7. Roofing-manufacturer inspection and acceptance documentation;

8. Keys, access devices, manuals, and other City property;

9. Final grant and reimbursement documentation required by the City, FDEM, or FEMA; and

10. Other closeout materials required by the Contract Documents.

Contractor’s failure to provide a required closeout item may cause the item to be included on the completion list and valued at the reasonable cost of obtaining or completing it. Nothing in this Section authorizes the City to withhold payment contrary to Section 218.735, Florida Statutes.

5.12 Acceptance of Final Payment. Contractor’s acceptance of final payment constitutes a waiver of claims against the City arising from the Contract, except claims specifically identified in writing before final payment and expressly acknowledged by the City as remaining unresolved.

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

Article 6 Bonds and Insurance

6.1 Performance and Payment Bonds. Within fourteen (14) calendar days after notice of award and before execution of this Agreement or commencement of the Work, Contractor shall furnish a Performance Bond and Payment Bond, each in the full amount of the Contract Price.

The bonds shall:

1. Be executed on the forms included in the ITB;

2. Name the City as obligee;

3. Be issued by a surety authorized and qualified to transact business in Florida;

4. Comply with Section 255.05, Florida Statutes, and other applicable law;

5. Remain effective through completion, final payment, and Contractor’s correction of defective Work; and

6. Include riders or other evidence reflecting any authorized increase in the Contract Price.

The bonds do not limit Contractor’s liability or the City’s remedies under the Contract Documents.

6.2 Surety Qualifications. The surety shall satisfy all qualifications stated in the ITB and applicable law. Upon request, Contractor shall provide evidence of the surety’s authorization, financial capacity, and continued qualification.

If the surety becomes insolvent, unauthorized, disqualified, or otherwise unable to meet its obligations, Contractor shall promptly furnish replacement bonds from an acceptable surety at no additional cost to the City.

6.3 Notice to Surety. Contractor shall provide the surety with copies of material amendments and Change Orders when required by the bonds or applicable law. Contractor’s failure to provide notice does not impair the City’s rights unless the surety establishes that applicable law expressly requires a different result.

6.4 Insurance Requirements. Before commencing Work, Contractor shall obtain and maintain all insurance required by the ITB and the other Contract Documents. Required coverage shall remain in effect throughout performance of the Work and for any completed-operations, correction, or warranty period required by the Contract Documents.

The insurance requirements establish minimum coverage and do not limit Contractor’s duties, indemnification obligations, or liability. Contractor is responsible for all deductibles and self-insured retentions.

6.5 Evidence of Coverage. Contractor shall provide certificates of insurance and all required endorsements within the period stated in the ITB and before commencing Work. Upon request, Contractor shall provide certified copies of policies or other evidence reasonably necessary to verify compliance.

The City’s review, approval, or failure to identify a deficiency in Contractor’s insurance does not waive any requirement or relieve Contractor of responsibility for maintaining the required coverage.

6.6 Subcontractor Insurance. Contractor shall require each subcontractor to maintain the types of insurance, minimum limits, and endorsements required by the ITB and the other Contract Documents to the extent applicable to the subcontractor’s Work. Any proposed exception or reduction requires the City Risk Manager’s prior written approval.

Contractor shall obtain and retain certificates of insurance and required endorsements for each subcontractor and shall provide them to the City upon request. Contractor shall not permit a subcontractor to commence or continue Work unless the required coverage is in effect.

Contractor remains fully responsible for the acts and omissions of its subcontractors and for any uninsured or underinsured loss arising from their Work. The City’s review or approval of subcontractor insurance does not relieve Contractor of that responsibility.

6.7 No Work Without Coverage. Neither Contractor nor any subcontractor may commence or continue Work unless all required insurance remains in full force and effect.

A lapse, cancellation, or material reduction in required coverage constitutes a material breach. Any resulting delay is non-excusable and does not entitle Contractor to additional compensation or Contract Time.

6.8 Notice of Claims and Changes. Contractor shall promptly notify the City of:

1. Any accident, injury, property damage, water intrusion, or other occurrence that may result in a claim;

2. Any claim or legal proceeding arising from the Work;

3. Cancellation, nonrenewal, or material change in required insurance; and

4. Any circumstance that may impair the ability of Contractor or its insurer to satisfy the

Contract requirements.

Notice to the City does not replace any notice required by an insurance policy or applicable law.

Article 7 Changes in the Work

7.1 City’s Authority to Order Changes. The City may order additions, deletions, revisions, substitutions, or other changes within the general scope of the Contract. A change does not invalidate the Contract or release Contractor or the surety from their obligations.

7.2 Written Authorization Required. No change in the Contract Price or Contract Time is valid unless authorized by:

1. A written Change Order executed by authorized representatives of the City and Contractor;

or

2. A written Construction Change Directive issued by an authorized City representative when permitted by the Contract Documents and applicable law.

Contractor shall not rely on oral instructions, field discussions, meeting minutes, shop-drawing review, email from unauthorized personnel, inspection, payment, or the City’s silence as authorization for additional compensation or Contract Time.

Except for emergency protective measures authorized under Section 7.7, Contractor proceeds with unauthorized extra Work at its own risk.

7.3 Change Proposals. Contractor shall submit a complete itemized proposal within seven (7) calendar days after the City’s written request, unless the City establishes a different reasonable period in the request based on the nature or complexity of the proposed change.

If Contractor reasonably determines that the specified period is insufficient, Contractor shall notify the City in writing before the deadline, explain the basis for the requested extension, and propose a reasonable submission date. The City will not unreasonably withhold approval of a justified extension.

The proposal shall identify:

1. The proposed change and its basis;

2. Labor classifications, hours, and rates;

3. Materials, quantities, and actual or quoted costs;

4. Equipment and applicable rates;

5. Subcontractor and supplier proposals;

6. Taxes, bond, and insurance costs;

7. Proposed overhead and profit;

8. Credits, rebates, refunds, and avoided costs;

9. The effect on the accepted construction schedule and critical path; and

10. Any requested adjustment to the Contract Price or Contract Time.

Contractor shall provide additional supporting documentation reasonably requested by the City.

The City’s request for a proposal does not authorize Contractor to proceed with the proposed change.

7.4 Pricing of Changes. Adjustments to the Contract Price shall be determined by one or more of the following methods:

1. Applicable unit prices or allowances established in the Contract Documents;

2. A mutually accepted lump sum;

3. Documented time and materials subject to a City-approved not-to-exceed amount; or

4. Actual reasonable cost, together with markups expressly permitted by the Contract

Documents.

Contractor shall disclose and credit the City for rebates, refunds, discounts, salvage value, avoided costs, and other amounts that reduce the cost of the change.

7.5 Construction Change Directive. If the parties do not agree on the price or time associated with a necessary change, the City may issue a written Construction Change Directive requiring Contractor to proceed.

Contractor shall perform the directed Work without delay and maintain complete contemporaneous records of labor, materials, equipment, subcontractor costs, and schedule effects.

The City will determine an equitable adjustment in accordance with the Contract Documents.

Contractor’s disagreement with the adjustment does not excuse performance.

7.6 Notice of Claims. If Contractor believes that an instruction, event, condition, or action entitles it to additional compensation or Contract Time, Contractor shall provide written notice to the City within seven (7) calendar days after the event giving rise to the claim and before performing the affected extra Work.

The notice shall identify:

1. The event or condition;

2. The Contract provision supporting the claim;

3. The estimated cost;

4. The anticipated schedule and critical-path effect; and

5. The measures being taken to avoid or mitigate the claimed impact.

Within twenty-one (21) calendar days after the initial notice, Contractor shall submit complete supporting documentation unless the City approves additional time in writing. Failure to provide timely notice and documentation waives the claim to the extent the City is prejudiced by the failure.

7.7 Emergency Work. In an emergency threatening life, safety, the Work, the occupied facility, or other property, Contractor shall take immediate reasonable action to prevent or minimize injury or damage and shall notify the City as soon as practicable.

Emergency action does not automatically entitle Contractor to additional compensation or Contract Time. Any requested adjustment remains subject to this Article.

7.8 Minor Changes. The City may authorize minor changes that do not affect the Contract Price or Contract Time and are consistent with the intent of the Contract Documents.

Contractor shall promptly perform an authorized minor change and may not later claim an adjustment unless Contractor provided written notice before proceeding that it reasonably believed the change would affect the Contract Price or Contract Time.

7.9 Continuing Performance. Pending resolution of a change or claim, Contractor shall continue performing the Work diligently and in accordance with the City’s written direction. The City shall continue paying undisputed amounts properly due under the Contract.

Article 8 Contractor Responsibilities

8.1 Supervision and Construction Methods. Contractor is solely responsible for construction means, methods, techniques, sequences, procedures, coordination, and supervision.

Contractor shall employ a competent superintendent who is acceptable to the City and authorized to act for Contractor. The superintendent shall remain in responsible charge whenever Work is being performed and may not be replaced without prior written notice to and acceptance by the City, which will not be unreasonably withheld.

8.2 Personnel. Contractor shall provide sufficient qualified, skilled, and properly licensed personnel to perform the Work safely and within the Contract Time.

Contractor shall promptly remove from the Project any person the City reasonably determines is unsafe, unqualified, disruptive, abusive, or otherwise detrimental to the Project. Removal does not entitle Contractor to additional compensation or Contract Time.

8.3 Permits, Licenses, and Legal Compliance. Contractor shall obtain and pay for all permits, licenses, inspections, approvals, and governmental fees required to perform and complete the Work unless the Contract Documents expressly provide otherwise.

Contractor shall comply with applicable federal, state, county, and City laws, codes, ordinances, regulations, product approvals, permit conditions, and industry standards. Contractor shall immediately notify the City of any apparent conflict between a legal requirement and the Contract Documents before proceeding with the affected Work.

8.4 Submittals. Contractor shall timely prepare, coordinate, review, approve, and submit all shop drawings, product data, samples, delegated-design documents, calculations, schedules, and other required submittals.

By submitting an item, Contractor represents that it has:

1. Reviewed and approved the submittal;

2. Verified dimensions, quantities, field conditions, and construction criteria;

3. Coordinated the submittal with the other Work; and

4. Confirmed compliance with the Contract Documents.

Review by the City, Architect, Engineer, or another consultant is limited to general conformance with the design intent and does not relieve Contractor of responsibility for errors, omissions, dimensions, quantities, code compliance, coordination, or performance.

8.5 Existing Conditions and Field Verification. Contractor shall verify dimensions, elevations, substrates, penetrations, interfaces, and other relevant field conditions before fabrication or installation.

Contractor shall promptly notify the City in writing of concealed conditions or material differences between existing conditions and the Contract Documents before disturbing the condition.

Contractor shall preserve the condition and allow the City a reasonable opportunity to investigate.

No adjustment is due for a condition that Contractor knew or reasonably should have discovered through the Site visit, examination of the Contract Documents, ordinary field verification, or performance of the Work.

8.6 Hazardous Materials. Contractor is not responsible for the existence of preexisting hazardous materials that were not introduced by Contractor. Upon encountering a suspected hazardous material, Contractor shall immediately stop the affected Work, secure the area, avoid disturbing or spreading the material, and notify the City.

Contractor is responsible for any hazardous material introduced by Contractor and for any release, disturbance, spread, or worsening of a hazardous condition to the extent caused by Contractor’s negligence, willful misconduct, violation of applicable law, or failure to comply with required notice, stop-work, containment, or safety procedures.

Contractor is not responsible for an unavoidable incidental disturbance resulting solely from the proper performance of the Work when Contractor could not reasonably have known of the hazardous condition and promptly complied with this Section. Any adjustment to the Contract Price or Contract Time is subject to Articles 7 and 13.

8.7 Protection and Restoration. Contractor shall protect persons, the Work, the occupied building, interiors, entrances, sidewalks, landscaping, vehicles, utilities, mechanical systems, adjacent property, and other existing improvements from damage arising from the Work.

Contractor shall promptly repair or replace damage caused by Contractor, its subcontractors, suppliers, or anyone for whom Contractor is responsible. Restoration shall be completed to the City’s reasonable satisfaction and at no additional cost to the City.

8.8 Utilities and Existing Systems. Before performing Work that may affect an existing utility, building system, drain, penetration, or rooftop component, Contractor shall verify its location and condition and coordinate any shutdown or interruption with the City.

Contractor shall not interrupt utilities, building systems, public access, or City operations without the City’s prior written authorization, except when immediate action is required to protect life or property.

8.9 Cleaning and Waste Removal. Contractor shall keep the Project Site and surrounding areas reasonably clean, orderly, and free from accumulation of waste, debris, and unsafe conditions.

Contractor shall remove waste and debris regularly and lawfully dispose of it off-site. If Contractor fails to maintain the Site after notice, the City may perform or procure the required cleanup and deduct the reasonable cost from amounts due to Contractor.

8.10 Title to Materials. Title to materials and equipment for which the City has paid passes to the City upon payment. Contractor warrants that the City receives good title free of liens, security interests, and encumbrances.

8.11 Risk of Loss. Risk of loss, theft, or damage remains with Contractor until Final Completion and written acceptance by the City, regardless of payment.

Risk of loss for a separately identifiable portion of the Work shifts to the City only when the City accepts that portion in writing and takes exclusive possession and control of it. Contractor remains responsible for damage caused by Contractor, its subcontractors, or its remaining Work.

8.12 Project Records. Contractor shall maintain current Project records at the Site or another location approved by the City, including the Contract Documents, approved submittals, permits, inspection reports, testing records, daily reports, schedules, and record drawings. Contractor shall make those records available to the City and its representatives upon request.

Article 9

Occupied Facility and Safety

9.1 Occupied and Operational Facility. Contractor acknowledges that City Hall will remain occupied and operational throughout the Work unless the City directs otherwise in writing.

Contractor shall plan, sequence, and perform the Work to minimize interference with City operations and maintain safe access for City employees, officials, visitors, emergency personnel, and the public.

Contractor shall coordinate activities affecting entrances, exits, parking, sidewalks, utilities, building systems, public services, or normal City operations with the City sufficiently in advance to permit reasonable operational planning.

9.2 Access and Egress. Contractor shall maintain required exits, fire lanes, emergency access, pedestrian routes, and ADA-accessible routes throughout the Work.

Temporary closures may be permitted when necessary for crane operations, deliveries, hoisting, demolition, or other approved activities, provided that Contractor:

1. Obtains the City’s prior approval;

2. Provides reasonable advance notice;

3. Installs appropriate barriers, signage, and alternative routes;

4. Coordinates the closure with affected City operations;

5. Complies with applicable accessibility and life-safety requirements; and

6. Restores vehicular and pedestrian access by the end of the workday unless the City approves a longer closure in writing.

9.3 Protection of Occupied Areas. Contractor shall protect occupied and public areas from dust, debris, noise, vibration, fumes, water intrusion, falling objects, and other hazards arising from the Work.

Protection shall include, as applicable:

1. Temporary barriers and controlled-access zones;

2. Warning signs and directional signage;

3. Protection below active roofing operations;

4. Covered walkways or temporary rerouting;

5. Interior protection below roof-removal and installation areas;

6. Protection of entrances, sidewalks, landscaping, vehicles, equipment, and building systems; and

7. Daily inspection and maintenance of protective measures.

9.4 Weather and Water Protection. Before beginning roof demolition, Contractor shall prepare and submit a written roof-sequencing and temporary water-protection plan. The plan shall address daily tear-off limits, dry-in procedures, protection of openings and penetrations, monitoring of weather conditions, emergency response, and protection of occupied areas.

Contractor shall not remove more roofing in a workday than can be made fully watertight before the end of that workday. Contractor shall maintain the building in a watertight condition throughout the Project and provide personnel, equipment, and materials necessary to respond promptly to threatened or actual water intrusion.

Contractor shall immediately notify the City of any water intrusion, take reasonable emergency measures to prevent further damage, and repair resulting damage to the extent caused by Contractor or anyone for whom Contractor is responsible.

9.5 Safety Responsibilities. Contractor shall initiate, maintain, and supervise all safety precautions and programs associated with the Work. Contractor shall comply with:

1. The Occupational Safety and Health Act and applicable OSHA regulations;

2. Applicable Florida workplace-safety and workers’ compensation requirements;

3. Applicable fire, building, electrical, and life-safety codes;

4. The safety requirements of the Contract Documents; and

5. Reasonable Site-specific safety requirements communicated by the City that do not conflict with applicable law or transfer Contractor’s safety responsibility to the City.

Contractor shall designate a qualified person responsible for Project safety and shall conduct appropriate safety meetings, inspections, and training.

9.6 Contractor’s Control of Safety. Contractor is responsible for the safety of its personnel, subcontractors, suppliers, the Work, and persons who may be affected by its operations. The City’s observation of the Work, review of a safety plan, identification of an unsafe condition, or failure to identify an unsafe condition does not relieve Contractor of its safety obligations.

Nothing in the Contract Documents requires Contractor to assume responsibility for conditions created solely by the City or by another contractor not under Contractor’s control. Contractor shall nevertheless promptly report any unsafe condition it observes and take reasonable precautions within its control to avoid injury or damage.

9.7 Imminent Danger. If Contractor determines that a condition presents an imminent danger to persons or property, Contractor may suspend the affected portion of the Work long enough to protect against the danger. Contractor shall immediately notify the City and resume Work when the condition has been corrected or the City and Contractor agree upon appropriate protective measures.

A safety suspension does not automatically entitle Contractor to additional compensation or Contract Time. Any requested adjustment is subject to Articles 7 and 13.

9.8 Work Hours. Unless otherwise approved in writing by the City, Work may be performed Monday through Saturday between 7:00 a.m. and 5:00 p.m.

Contractor shall coordinate particularly disruptive activities with the City in advance. The City will not unreasonably withhold approval of proposed work outside the stated hours when necessary to protect the public, maintain City operations, respond to an emergency, or avoid material disruption. Contractor shall comply with applicable noise restrictions.

9.9 Incident Reporting. Contractor shall immediately report any serious injury, water intrusion, utility interruption, fire, property damage, environmental release, or other significant incident arising from the Work. Contractor shall provide a written incident report within twenty-four (24) hours or another reasonable period approved by the City.

The report shall identify the incident, known causes, persons or property affected, immediate corrective measures, and proposed measures to prevent recurrence. Reporting does not constitute an admission of liability.

Article 10

Subcontractors and Suppliers

10.1 Contractor’s Responsibility. Contractor is fully responsible for the acts, omissions, performance, safety, conduct, and payment of its subcontractors and suppliers and of all persons and entities directly or indirectly employed or utilized by them.

Subcontracting any portion of the Work does not relieve Contractor of any obligation under the Contract Documents.

10.2 Identification of Subcontractors. Contractor shall identify its major subcontractors and suppliers in its Bid or promptly after award as required by the ITB. Contractor shall not substitute a listed subcontractor whose qualifications were material to the award without the City’s prior written approval.

The City will not unreasonably withhold approval of a qualified proposed substitution. Approval of a subcontractor or supplier does not create a contractual relationship between that entity and the City or relieve Contractor of responsibility for its performance.

10.3 Objection to Subcontractor. The City may reasonably object to a proposed or existing subcontractor or supplier based on documented concerns regarding qualifications, licensing, safety, integrity, financial responsibility, performance, insurance, debarment, grant eligibility, or compliance with the Contract Documents.

If the City reasonably objects before the subcontract is executed, Contractor shall propose a qualified replacement. If the City objects after the subcontract is executed for a reason that Contractor knew or reasonably should have known, Contractor is not entitled to an adjustment. If the objection is based solely on information not reasonably available to Contractor and not attributable to Contractor, any resulting adjustment is subject to Articles 7 and 13.

10.4 Subcontract Requirements. Contractor shall incorporate applicable provisions of the Contract Documents into each subcontract and purchase order, including requirements concerning:

1. Scope, quality, schedule, and warranties;

2. Licensing and legal compliance;

3. Insurance and indemnification;

4. Safety and occupied-facility protection;

5. Public records and records retention;

6. Audit and access to records;

7. FDEM, FEMA, and federal grant compliance;

8. Equal employment opportunity and nondiscrimination;

9. E-Verify and employment eligibility;

10. Debarment and suspension;

11. Prompt payment; and

12. Correction of defective Work.

Contractor shall require subcontractors to impose applicable requirements on lower-tier subcontractors and suppliers.

10.5 Payment to Subcontractors and Suppliers. Contractor shall pay subcontractors and suppliers within the periods required by Section 218.735(6), Florida Statutes, after receiving payment from the City for their labor, services, or materials.

Contractor may dispute an amount in good faith if it provides the affected subcontractor or supplier written notice identifying the disputed amount and the action required to cure the dispute.

Contractor shall timely pay all undisputed amounts.

The City’s payment to Contractor does not constitute confirmation that Contractor has paid its subcontractors or suppliers and does not relieve Contractor or its surety of payment obligations.

10.6 Subcontractor Claims. A subcontractor or supplier has no contractual right to payment directly from the City. Contractor shall defend and resolve claims arising from its failure to pay subcontractors or suppliers and shall keep the Project and City property free from liens and payment claims arising through Contractor.

Nothing in this Section limits rights that a claimant may have under Contractor’s Payment Bond or Section 255.05, Florida Statutes.

10.7 Assignment of Subcontracts Following Termination. Each subcontract shall be assignable to the City, subject to the City’s written acceptance, if the City…