DRAFT_CONTRACT_.docx

CONSTRUCTION AGREEMENT

BID NO. <XX> – PROJECT NO. <XX>

NE 9TH STREET RESURFACING

THIS AGREEMENT entered into and effective this _______day of ________________, 20_____, between, <VENDOR NAME> (“Contractor”) and City of Gainesville, Florida, a Florida municipal corporation (“City”). Collectively, the City and Contractor are hereinafter referred to as the “Parties”.

WITNESSETH:

In consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties, the Parties hereby agree as follows:

1 THE WORK.

The Contractor shall furnish all labor, material, equipment, and services covered by all documents attached as exhibits and incorporated by reference in this Agreement, hereinafter collectively referred to as “Contract Documents”, which shall include all necessary work and all work incidental thereto (the “Work”). All Work shall be performed and completed in accordance with the Contract Documents. The Contract Documents are made part of this Agreement as set forth herein. Receipt of the Contract Documents are herein acknowledged by the Contractor.

2 CONTRACT PRICE.

2.1 The Work includes both Lump Sum and Unit Price pay items. For performing the Work, the Contractor shall be paid a sum that SHALL NOT EXCEED <Bid Price written out> ($<Bid price numerical>) (the “Contract Price”), unless a Change Order, Field Order or Amendment is issued in accordance this Agreement. Invoices and payments shall be allocated as provided in the Schedule of Values, attached hereto and incorporated by reference as Exhibit 1. The Contractor shall invoice the City at the prices set forth in Exhibit 1, and the City shall pay the Contractor only for the actual quantities of Work performed or materials furnished in accordance with this Agreement. The Estimated Quantities set forth in Exhibit 1 may be increased or decreased as provided in this Agreement without, in any way, changing or invalidating any of the Unit or Lump Sum prices set forth in Exhibit 1.

2.2 In order to efficiently and timely address any unknown or unanticipated conditions that are within the scope of the Work and are otherwise reimbursable without duplication as a cost of the Work, but excluding all items that are to be reimbursed under the Contract Price, the Parties have agreed to establish a contingency within an amount not to exceed <max of 10% of bid price> ($<numerical>) (the “Contingency”).

2.2.1 Contingency funds shall be used to cover costs that may result from incomplete design and unanticipated costs that arise during construction that are not identified by the Construction Documents. Contractor shall not proceed with any portion of the Work which it intends to charge against the Contingency without first obtaining the City’s written approval to proceed.

2.2.2 Any Work to be charged against the Contingency that does not receive prior written approval from the City shall be deemed to be part of Contractor’s Work compensable within the Contract Price and not compensable against the Contingency. The City reserves the right, at its sole discretion, to withhold its consent on Contingency expenditures. Further, any Contingency expenditure becomes part of the Contract Documents and is incorporated by reference herein. City approved, but unused Contingency remaining at the end of the job shall not be payable to the Contractor. The Contractor has no entitlement to any unused Contingency.

3 COMPLIANCE WITH REGULATIONS.

3.1 The Contractor shall comply with all laws, ordinances, regulations and building code requirements applicable to the Work. The Contractor shall be familiar with all state and local laws, ordinances, code rules and regulations that may in any way affect the Work. Ignorance on the part of the Contractor will in no way relieve the Contractor of responsibility. The Contractor shall abide by and conduct its programs and provide its services in compliance with the provisions of the Civil Rights Act of 1866, Civil Rights Act of 1871, Equal Pay Act of 1963, Civil Rights Act of 1964, Age Discrimination and Employment Acts of 1967, Rehabilitation Act of 1973, 1990 Americans with Disabilities Act, 1991 Federal Civil Rights Act, 1992 Florida Civil Rights Act, and all other applicable ordinances, statutes, laws and amendments thereto.

3.2 E- Verify. The Contractor shall comply with all applicable requirements of Section 448.095, Florida Statutes, including but not limited to: 1) the Contractor shall register with and use the U.S. Department of Homeland Security’s E-Verify system to verify the work authorization status of all new employees of the Contractor during the term of this Agreement; and 2) the Contractor shall expressly require any subcontractors performing work or providing services pursuant to this Agreement to likewise register with and use the U.S. Department of Homeland Security’s E-Verify system to verify the work authorization status of all new employees of the subcontractor during the term of this Agreement. Section 448.095, Florida Statutes, states the statute must be construed in a manner that is fully consistent with any applicable federal laws or regulations, and therefore this section does not apply to this Agreement to the extent that this section would be inconsistent with any federal laws or regulations that are applicable to this Agreement.

3.3 Anti-Human Trafficking. On or before the Effective Date of this Agreement and, in addition, on or before the effective date of each renewal or extension of this Agreement, the Contractor shall provide the City with an affidavit, pursuant to Section 787.06(13), Florida Statutes, which is signed by an officer or a representative of the Contractor under penalty of perjury attesting that the Contractor does not use coercion for labor or services as those terms are defined in Section 787.06(13), Florida Statutes

3.4 Scrutinized Companies or Entities

3.4.1 Section 287.135, Florida Statutes, prohibits the CITY from: 1) contracting with companies or entities for goods or services in an amount of one hundred thousand dollars or more if, at the time of bidding on, submitting a proposal for, or entering into or renewing such contract, the company or entity is on the Scrutinized Companies or Other Entities that Boycott Israel List, created pursuant to section 215.4725, Florida Statutes, or is engaged in a boycott of Israel as that term is defined in section 215.4725, Florida Statutes; and 2) contracting with companies or entities for goods or services in an amount of one million dollars or more if, at the time of bidding on, submitting a proposal for, or entering into or renewing such contract, the company or entity is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in Iran Terrorism Sector List, created pursuant to section 215.473, Florida Statutes, or is engaged in business operations, as that term is defined in section 287.135, Florida Statutes, in Cuba or Syria. The Contractor hereby certifies that none of the above-listed situations exist or otherwise prevent the Contractor from entering into this Contract with CITY.

3.4.2 In addition and pursuant to section 287.135, Florida Statutes, the CITY may terminate this Contract if the CITY has determined, in the CITY’s sole discretion using credible information available to the public, that the Contractor: 1) has submitted a false certification as may be required by subsection 287.135(5), Florida Statutes; 2) has been engaged in business operations, as that term is defined in section 287.135, Florida Statutes, in Cuba or Syria; 3) has been placed on a list created pursuant to section 215.473, Florida Statutes, relating to scrutinized active business operations in Iran or the Scrutinized Companies with Activities in Sudan List; 4) has been placed on the Scrutinized Companies or Other Entities that Boycott Israel List created pursuant to section 215.4725, Florida Statutes; or 5) is engaged in a boycott of Israel as that term is defined in section 215.4725, Florida Statutes The CITY shall bring a civil action against the Contractor in accordance with subsection 287.135(5), Florida Statutes, for any Contractor violation of the certification requirements provided in subsection 287.135(5), Florida Statutes

4 CONTRACT TIME AND DAMAGES.

4.1 TIME IS OF THE ESSENCE for the completion of the Work. The Contract Time shall begin as set forth in the Notice to Proceed to the Contractor by the City. Contract Time for Substantial Completion, as defined in the Contract Documents, is two hundred (200) Working Days from the date set forth within the Notice to Proceed. Contract Time for Final Completion is sixty (60) calendar days after Substantial Completion is met, unless extended in accordance with §218.735(7)(c), Florida Statutes.

4.2 Inasmuch as failure to complete the Work within the time herein fixed will result in substantial injury to the City and whereas damages arising from such failure cannot be calculated with any degree of certainty, it is hereby agreed that if such Work has not reached Substantial Completion within the time required by this Agreement, the Contractor shall pay the City as liquidated damages and not as a penalty the sum in outlined in the Technical Specifications for each and every calendar day after the date fixed for Substantial Completion. It is further agreed that if such Work has not reached Final Completion within the time required by this Agreement, the Contractor shall pay the City as liquidated damages and not as a penalty the sum outlined in the Technical Specifications for each and every calendar day after the date fixed for Final Completion.

4.3 Within 30 calendar days after obtaining Substantial Completion of the Work as defined herein, or if not defined upon reaching beneficial occupancy or use, the Contractor and City will develop a single list (the “List”) of items required to render the Work complete, satisfactory and acceptable. The City shall provide the Contractor a draft of the List within 16 calendar days after attaining Substantial Completion. Contractor will notify the City of acceptance of the List or proposed changes to the List within 7 calendar days of receipt of the City’s proposed List. If the Contractor accepts the List, it shall be deemed delivered upon receipt of said acceptance by the City. If the Contractor proposes any changes, the City shall review said changes and shall deliver the List to the Contractor within 7 calendar days of receipt of Contractor’s proposed changes. The List shall include the estimated costs to render each item complete (the “List Value”). The List Value shall be based on the prices set forth in Exhibit 1, a Schedule of Values required by this Agreement, published historical costs or an estimate prepared by a licensed engineer, architect or general contractor. Delivery of the List does not relieve the Contractor of the responsibility for corrective Work or for pending items not yet completed for the Work and any items that are identified after development of the List that are required to correct or complete the Work. The Contractor shall attain Final Completion, including all items outlined in the List, within the timeframe outlined in Paragraph 4.1.

4.4 If the City fails to develop the List in the time specified, the Contractor may request payment for all retainage held by the City, less any amounts withheld for incomplete or uncorrected Work, and the City shall pay any remaining undisputed Contract Price, less any amount withheld pursuant to the Agreement for incomplete or uncorrected work, in accordance with Florida’s Prompt Payment Act. Furthermore, the time for Final Completion shall be extended in accordance with §218.735(7)(c), Florida Statutes.

4.5 If the Contractor fails in whole or part to cooperate with the City in developing the List, or obligations under the List, the City shall notify the Contractor in writing of its failure to cooperate in developing the List, and the City shall then not be obligated to pay the retainage.

4.6 The City shall not be obligated pay the Contractor for amounts that are subject of, or release retainage related to, a good faith dispute or a claim brought pursuant to §255.05, Florida Statutes.

4.7 In cases of a dispute as to completion of an item on the List, the City may withhold an amount not to exceed 150% of the total cost to complete disputed items.

4.8 If the City make payment of retainage to the Contractor under this Section which is attributed to the labor, services, or materials supplied by one or more subcontractors or suppliers, the Contractor shall timely remit payment of such retainage to those subcontractors and suppliers.

5 PERFORMANCE AND PAYMENT BONDS.

5.1 Within ten (10) business days after signature of this Agreement by the Parties, Contractor shall provide the City with Payment and Performance Bonds, in the forms prescribed as Exhibit 2, in the amount of 100% of the total sum of the Contract Price, the costs of which are to be paid by the Contractor.

5.2 If the surety for any bond furnished by the Contractor is declared bankrupt, becomes insolvent, its right to do business is terminated in the State of Florida, or it ceases to meet the requirements imposed by the Contract Documents, the Contractor shall, within five (5) calendar days thereafter, substitute another bond and surety, both of which shall be subject to the minimum requirements noted above and City’s approval.

5.3 In accordance with §255.05(1)(a), Florida Statutes, the Contractor shall record a copy of the Performance and Payment Bonds in the Public Records of Alachua County, Florida, prior to performing any Work under this Agreement. The Contractor shall deliver a certified copy of the recorded Performance and Payment Bonds to the City at least five (5) days prior to performing any Work. The timely delivery of the certified copy of the recorded Performance and Payment Bonds is a condition precedent to City’s obligation to make any payments to the Contractor hereunder.

5.4 If at any time after the execution of this Agreement and the surety bonds hereto attached for its faithful performance and payment, the City shall deem the surety or sureties upon such bond to be unsatisfactory, or if, for any reason, such bond ceases to be adequate to cover the performance of the Work, the Contractor shall, at its own expense, within five (5) days after the receipt of notice from the City to do so, furnish an additional bond or bonds in such form and amount, and with surety or sureties as shall be satisfactory to the City. In such event, no further payment to the Contractor shall be deemed to be due under this Agreement until such new or additional security for the faithful performance of the Work shall be furnished in a manner and form satisfactory to the City.

6 NOTICES.

Except as otherwise provided in this Agreement, any notice of default or termination from either party to the other party must be in writing and sent by certified mail, return receipt requested, by personal delivery with receipt or by electronic mail to the email addresses below. Notices shall be deemed delivered two (2) business days after mailing, unless made by personal delivery in which case delivery shall be deemed to occur upon actual receipt by the other party or by electronic mail in which case delivery shall be deemed to occur upon sending the communication. For purposes of all notices, Contractor and City representatives and addresses are:

Contractor:

<Contractors responsible agent including mailing and email address>

7 WAIVER OF CLAIMS AND CONTINUING OBLIGATIONS.

7.1 It is agreed that when all Work has reached Final Completion and has been inspected and approved by the City, or the City’s authorized representatives, the Contractor shall furnish to the City the Contractor’s Final Affidavit in the form attached hereto as Exhibit 3, or other such release as provided for in §255.05, Florida Statutes, and agreed to by the City. Submission of the Contractor’s invoice for final payment shall further constitute the Contractor's representation to the City that all obligations of the Contractor to others, including but not limited to its consultants, subcontractors, and suppliers, incurred in connection with the Work have been paid in full.

7.2 The Contractor's obligations to perform the Work and complete the project in accordance with the Contract Documents shall be absolute. Neither approval of any progress, nor approval of any payment by the City, nor the issuance of a certificate of substantial completion, nor any use or occupancy of the project or any part thereof by the City, nor any act of acceptance by the City, nor any failure to do so, nor any correction of faulty or defective work by the City shall constitute an acceptance of Work not in accordance with the Contract Documents.

7.3 The making and acceptance of final payment shall constitute:

7.3.1 A waiver of all claims by the City against the Contractor, other than those arising from unsettled liens, from faulty or defective work appearing after final payment, or from failure to comply with the requirements of the Contract Documents or the terms of any special guarantees specified therein, and

7.3.2 A waiver of all claims by the Contractor against the City, other than those previously made in writing and still unsettled.

8 INSURANCE. Throughout the term of this Agreement, the Contractor shall provide insurance of the types and in the amounts set forth below. The Contractor shall also require any subcontractors to provide insurance as set forth below. A current copy of the Contractor Certificate of Insurance showing coverage of the types and in the amounts required is attached hereto as Exhibit 4. The Contractor shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by the contractor/vendor, its agents, representatives, employees or subcontractors

8.1 COMMERCIAL GENERAL LIABILITY. Coverage must be afforded under a per occurrence form policy for limits not less than $1,000,000 General Aggregate, $1,000,0000 Products / Completed Operations Aggregate, $1,000,000 Personal and Advertising Injury Liability, $1,000,000 each Occurrence, $50,000 Fire Damage Liability and $5,000 Medical Expense.

8.2 AUTOMOBILE LIABILITY. Coverage must be afforded including coverage for all Owned vehicles, Hired and Non-Owned vehicles for Bodily Injury and Property Damage of not less than $1,000,000 combined single limit each accident.

8.3 WORKERS COMPENSATION AND EMPLOYER’S LIABILITY. Coverage to apply for all employees at STATUTORY Limits in compliance with applicable state and federal laws; if any operations are to be undertaken on or about navigable waters, coverage must be included for the USA Longshoremen & Harbor Workers Act. Employer’s Liability limits for not less than $100,000 each accident; $500,000 disease policy limit and $100,000 disease each employee must be included.

8.4 BUILDER’S RISK / INSTALLATION FLOATERS (when applicable). Check box if applicable: ☐

8.4.1 When this contract or agreement includes the construction of and/or the addition to a permanent structure or building; including the installation of machinery and/or equipment, the following insurance coverage must be afforded:

8.4.1.1 Coverage Form: Completed Value, All Risk in an amount equal to 100% of the value upon completion or value of equipment to be installed.

8.4.1.2 When applicable: Waiver of Occupancy Clause or Cessation of Insurance clause. Flood Insurance as available under the National Flood Insurance Program.

8.5 EMPLOYEE FIDELITY COVERAGE (only applicable to vendors whose employees handle funds): Employee Dishonesty coverage must be afforded for not less than $500,000 Blanket all employees ISO Form.

8.6 OTHER INSURANCE PROVISIONS. The policies are to contain, or be endorsed to contain, the following provisions:

8.6.1 Commercial General Liability and Automobile Liability Coverages.

8.6.1.1 The City of Gainesville, Florida, a Municipal Corporation, its officials, employees and volunteers are to be covered as an Additional Insured as respects: Liability arising out of activities performed by or on behalf of the Contractor/Vendor; to include Products and/or Completed Operations of the Contractor/Vendor; Automobiles owned, leased, hired or borrowed by the Contractor.

8.6.1.2 The Contractor’s insurance coverage shall be considered primary insurance as respects the City, its officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officials, employees or volunteers shall be excess of Contractor/Vendor’s insurance and shall be non-contributory.

8.6.2 All Coverages. The Contractor/Vendor shall provide a Certificate of Insurance to the City with a thirty (30) day notice of cancellation. The certificate shall indicate if cover is provided under a “claims made” or “per occurrence” form. If any cover is provided under claims made from the certificate will show a retroactive date, which should be the same date of the contract (original if contact is renewed) or prior.

8.7 CERTIFICATE HOLDER. City of Gainesville, Florida, a Municipal Corporation

9 INCORPORATIONS BY REFERENCE AND GOVERNING ORDER OF DOCUMENTS.

9.1 All documents listed below, if not contained herein, are hereby incorporated by reference in this Agreement. In cases of discrepancy, the governing order of the documents is as follows:

9.1.1 Amendments, Change Orders and Field Orders;

9.1.2 This Agreement;

9.1.3 Bid Addendums;

9.1.4 Invitation to Bid No., _______;

9.1.5 Technical Specifications prepared by the City, signed and sealed on 12/17/2025;

9.1.6 Contract Plans prepared by Kimley-Horn and Associates, Inc., signed and sealed on 09/30/2025;

9.1.7 FDOT Standard Specifications FY 2025-26;

9.1.8 Contractor’s Bid Submittal dated MM/DD/YYYY;

9.1.9 Schedule of Values;

9.1.10 Schedule of Completion.

10 INDEMNIFICATION.

10.1 To the maximum extent permitted by Florida law, the Contractor shall indemnify and hold harmless the City, and their officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys’ fees, caused by the negligence, recklessness, or intentional wrongful misconduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. Contractor agrees that indemnification of the City shall extend to any and all Work performed by the Contractor, its subcontractors, employees, agents, servants or assigns.

10.2 The Contractor obligation to indemnify under this Article will survive the expiration or earlier termination of this Agreement.

10.3 This obligation shall in no way be limited in any nature whatsoever by any limitation on the amount or type of the Contractor’s insurance coverage, or by limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any Subcontractor under workers’ compensation acts, disability benefit acts or employee benefit acts.

10.4 Nothing contained in this paragraph is intended to nor shall it constitute a waiver of the City’s sovereign immunity or the provisions or limits of liability of §768.28, Florida Statutes.

11 PUBLIC RECORDS.

11.1 General Provisions: Any document submitted to the City may be a public record and is open for inspection or copying by any person or entity. “Public records” are defined as all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business by any agency per §119.011(12), Florida Statutes. Any document is subject to inspection and copying unless exempted under Chapter 119, Florida Statutes, or as otherwise provided by law. Florida has a very broad public records law and certain records of a Contractor may be considered public records. Accordingly, by entering into an agreement with the City, Contractor must:

11.1.1 Keep and maintain public records required by the City to perform the service.

11.1.2 Upon require from the City’s custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law.

11.1.3 Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the City.

11.1.4 Upon completion of the Work, or in the event this Agreement is terminated, the Contractor, when acting on behalf of the City as provided under §119.011(2), Florida Statutes, shall transfer, at no cost, to the City all public records in possession of the Contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion or termination of the Agreement, it must destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon the completion or termination of the Agreement all applicable requirements for retaining public records shall be met. All records stored electronically shall be provided to the City, upon request from the City’s custodian of public records, in a format that is compatible with the information technology systems of the City.

11.2 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT E-MAIL clerks@cityofgainesville.org PHONE (352-334-5015 OR PO BOX 490, STATION 19, GAINESVILLE, FL, 32627-0490

11.3 Confidential Information

11.3.1 During the term of this Agreement, the Contractor may claim that some or all of Contractor’s information, including, but not limited to, software documentation, manuals, written methodologies and processes, pricing, discounts, or other considerations (hereafter collectively referred to as “Confidential Information”), is, or has been treated as confidential and proprietary by Contractor in accordance with §812.081, Florida Statutes, or other law, and is exempt from disclosure under the Public Record Act. Contractor shall clearly identify and mark Confidential Information as “Confidential Information” or “CI” and the City shall use reasonable efforts to maintain the confidentiality of the information properly identified by the Contractor as “Confidential Information” or “CI.”

11.3.2 The City shall promptly notify the Contractor/Professional in writing of any request received by the City for disclosure of Contractor’s Confidential Information and the Contractor may assert any exemption from disclosure available under applicable law by seeking a protective order against disclosure from a court of competent jurisdiction. Contractor shall protect, defend, indemnify, and hold the City, its officers, employees and agents free and harmless from and against any claims or judgments arising out of a request for disclosure of Confidential Information. Contractor shall investigate, handle, respond to, and defend, using counsel chosen by the City, at Contractor’s sole cost and expense, any such claim, even if any such claim is groundless, false, or fraudulent. Contractor shall pay for all costs and expenses related to such claim, including, but not limited to, payment of attorney fees, court costs, and expert witness fees and expenses. Upon completion of this Agreement, the provisions of this paragraph shall continue to survive. Contractor releases City from claims or damages related to disclosure by City.

11.4 Compliance: The Contractor may be subject to penalties under §119.10, Florida Statutes, if the Contractor fails to provide the public records to the City within a reasonable time.

12 STARTING THE WORK

12.1 Schedule

Within ten (10) days after execution of the Agreement, the Contractor will submit to the City Engineer for approval an estimated progress schedule indicating the starting and completion dates of the various stages of the Work and a schedule of Shop Drawings submissions.

12.2 Pre-Construction Conference

Before starting Work, a conference will be held to review the schedules and submittal package (See 12.5 Submittals), to establish procedures for handling Shop Drawings and other submissions, to establish procedures for processing applications for payment, and to establish a working understanding between the parties as to the project. Present at the conference will be the City Engineer, and/or authorized representatives, the Contractor, and utility company representatives.

12.3 Notice to Proceed

Upon execution of the Agreement, the City Engineer will give the Contractor a written Notice to Proceed stating date by which the Contractor must start the Work; but such date shall not be more than forty-five (45) days after the date of execution of the Agreement. No work shall be done prior to receipt of the Notice to Proceed.

12.4 Commencement of Time

The Contract Time shall commence on the date when the Work is actually started but no later than the date provided in the Notice to Proceed.

12.5 Submittals

The Contractor’s submittal package for the Pre-Construction meeting shall include: the Surveyor’s License Confirmation on a form provided by the City, Maintenance of Traffic Plan, Erosion & Sedimentation Control Plan, and Stormwater Pollution Prevention Plan to be accepted by the City prior to any construction activities along with any other requirements or permits and other submittal required by this Agreement. All submittals must be accepted by the City prior to implementation.

13 OWNERSHIP AND COPIES OF DOCUMENTS; RECORD DOCUMENTS

13.1 All Specifications, Drawings and copies thereof furnished by the City shall remain the property of the City. They shall not be used on another project, and with the exception of those sets of Contract Documents which have been signed in connection with the execution of the Agreement, shall be returned to the City on request upon completion of the project.

13.2 The Contractor will keep one record copy of all Specifications, Drawings, Addenda, Modifications, and Shop Drawings at the site in good order and annotated to show all changes made during the construction process. These shall be available to the Director.

14 WORK BY OTHERS

14.1 The City may perform additional work related to the project by itself, or may enter other contracts for work on the project. The Contractor shall afford the City and/or other contractors reasonable opportunity for the introduction and storage of materials and equipment and the execution of work and shall properly connect and coordinate the Contractor’s work with theirs.

14.2 If any part of the Contractor's Work depends for proper execution or results upon the work of any such other contractor (or the City), the Contractor will inspect and promptly report to the City Engineer in writing any defects or deficiencies that render it unsuitable. The Contractor’s failure to so report shall constitute an acceptance of the other work as to be fit and proper for the relationship of their Work, except as to defects and deficiencies which may appear in the other work after the execution of their Work.

14.3 The Contractor will do all cutting, fitting and patching of its Work that may be required to make its several parts come together properly and fit it to receive or be received by such other work. The Contractor will not endanger any work of others by cutting, excavating or otherwise altering their work and will only cut or alter their work with the written consent of the City Engineer.

14.4 If the performance of additional work by other contractors or the City is not noted in the Contract Documents, written notice thereof shall be given to the Contractor prior to starting any such additional work. Contractor work schedules shall be adjusted to allow for any necessary utility adjustments identified prior to start of work. If the Contractor believes that the performance of such additional work by the City or others causes the Contractor additional expense or entitles it to an extension of the Contract Time, it may make a claim as provided in Paragraphs 24 to 26.

15 RESPONSIBLE AGENT

15.1 The Contractor shall designate and submit a responsible agent and alternate as necessary, for all dealings, communications, or notices or contracts between the City and the Contractor.

15.2 The City Engineer will be the responsible agent for the City. Any notice or communication to or from the responsible agent shall be deemed to be a communication to the Contractor.

16 ACCIDENT PREVENTION

16.1 Precaution shall be exercised at all times for the protection of employees, other persons and property.

16.2 Contractor's employees shall report to their superintendent any hazardous conditions or items in need of repair noted during the performance of work. Said superintendent shall thereupon notify the responsible agent of such conditions.

17 SUBCONTRACTS

17.1 The Contractor will not employ any Subcontractor (whether initially or as a substitute) against whom the City or the City Engineer may have reasonable objection, nor will the Contractor be required to employ any Subcontractor against whom he has reasonable objection. The Contractor will not make any substitution for any Subcontractor who has been accepted by the City and the City Engineer, prior to written concurrence by the City Engineer.

17.2 The Contractor will be fully responsible for all acts and omissions of its Subcontractors and of persons directly or indirectly employed by them and of persons for whose acts any of them may be liable to the same extent that the Contractor is responsible for the acts and omissions of persons directly employed by it. Nothing in the Agreement shall create any contractual relationship between any Subcontractor and the City or any obligation on the part of the City to pay or to see to the payment due any Subcontractor, except as may otherwise be required by law. The City Engineer may furnish to any Subcontractor, to the extent practicable, evidence of amounts paid to the Contractor as compensation for specific Work performed.

17.3 The Specifications and Drawings shall not control the Contractor in dividing the Work among Subcontractors or delineating the Work to be performed by any trade.

17.4 The Contractor agrees to specifically bind every Subcontractor to all of the applicable terms and conditions of the Agreement. Every Subcontractor, by undertaking to perform any of the Work, will thereby be contractually bound to the Contractor by such terms and conditions.

18 PHYSICAL AND SUBSURFACE CONDITIONS

18.1 The City Engineer will, upon request, furnish to the Contractor copies of all available boundary surveys and subsurface tests.

18.2 The Contractor will promptly notify the City Engineer in writing of any subsurface or latent physical conditions at the site differing materially from those indicated in the Contract Documents. The City Engineer will promptly investigate those conditions and determine if further surveys or subsurface tests are necessary. Promptly thereafter, the City Engineer will obtain the necessary additional surveys and tests and furnish copies to the Contractor. If the City Engineer finds that the results of such surveys or tests indicate subsurface or latent physical conditions differing significantly from those indicated in the Contract Documents, a Change Order or Field Order shall be issued incorporating the necessary revisions.

19 CITY ENGINEER ’S STATUS DURING CONSTRUCTION.

19.1 The City Engineer, acting directly or through duly authorized representatives (Project Managers, Inspectors and Consultants) shall be the City's representative during the construction period. All instructions of the City to the Contractor shall be issued through the City Engineer.

19.2 The City Engineer will make periodic visits to the site to observe the progress and quality of the executed Work and to determine, in general, if the Work is proceeding in accordance with the Contract Documents. The City Engineer will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work, nor will the City Engineer be responsible for the construction means, methods, techniques, sequences, procedures or the safety precautions incident thereto. The City Engineer’s efforts will be directed toward providing assurance for the City that the completed project will conform to the requirements of the Contract Documents, but City Engineer will not be responsible for the Contractor's failure to perform the Work in accordance with the Contract Documents. On the basis of the City Engineer’s on-site observations as an experienced and qualified construction professional, the City Engineer will keep the City informed of the progress of the Work and will endeavor to guard the City against defects and deficiencies in the Work of the Contractor.

19.3 The City Engineer will have authority to disapprove of or reject Work which is defective; i.e., it is unsatisfactory, faulty or defective, does not conform to the requirements of the Contract Documents or does not meet the requirements of any inspection, test or approval referred to in Paragraph 21. The City Engineer will also have authority to require special inspection or testing of the Work as provided in Paragraph 23.3, whether or not the Work is fabricated, installed or completed.

19.4 Neither the City Engineer’s authority to act under Paragraph 19 nor any decision made by the City Engineer in good faith to exercise or not exercise such authority, shall give rise to any duty or responsibility of the City to the Contractor and Subcontractor, any of their agents or employees or any other person performing any of the Work.

20 CITY ENGINEER’S INTERPRETATIONS AND DECISIONS.

20.1 The City Engineer will issue with reasonable promptness such written clarifications or interpretations (in the form of drawings or otherwise) as necessary for the proper execution of the Work. Such clarifications and interpretations are to be consistent with or reasonably inferable from the overall intent of the Contract Documents. If the Contractor believes that a written clarification and interpretation entitles it to an increase in the Contract Price, it may make a claim therefore as provided in Paragraph 25.

20.2 The City Engineer will be the initial interpreter of the terms and conditions of the Contract Documents and the judge of the performance thereunder. In this capacity, the City Engineer will exercise best efforts to insure faithful performance by both the City and the Contractor. The City Engineer will not show partiality to either and shall not be liable for the result of any interpretation or decision rendered in good faith. Claims, disputes and other matters relating to the execution and progress of the Work or the interpretation of or performance under the Contract Documents shall be referred initially to the City Engineer for decisions, which shall render in writing within a reasonable time.

20.3 The Contractor may appeal any written decision made by the City Engineer within fourteen (14) days in accordance with Paragraph 36.

21 TESTS AND INSPECTIONS.

21.1 If the Agreement, laws, ordinances, rules, regulations or orders of any public authority having jurisdiction require any Work to be inspected, tested or approved by someone other than the Contractor, the Contractor will give the City Engineer timely notice of readiness therefor. The Contractor will furnish the City Engineer the required certificates of inspection, testing or approval. All such tests will be in accordance with the methods prescribed by the American Society for Testing and Materials or such other applicable organization as may be required by law or the Agreement. The cost of all such inspections, test and approvals shall be borne by the Contractor unless otherwise provided. If any such Work required so to be inspected, tested or approved is covered up without written approval or consent of the City Engineer, it must, if directed by the Public Works Director, be uncovered for observation at the Contractor's expense.

21.2 Any Work which fails to meet the requirements of any such test, inspection or approval, and any Work which meets the requirements of any such test or approval but does not meet the requirements of the Contract Documents, shall be considered defective. Such defective Work may be rejected, corrected or accepted as provided in Paragraph 28.

21.3 Neither observations by the City Engineer nor inspections, tests, or approvals by persons other than the Contractor shall relieve the Contractor from its obligations to perform the Work in accordance with the Agreement requirements of the Contract Documents.

22 CONTRACTOR’S SUPERVISION AND SUPERINTENDENCE.

22.1 The Contractor shall supervise and direct the Work efficiently and with its best skill and attention. The Contractor shall be solely responsible for the means, methods, techniques, sequences and procedures of construction. Before undertaking the Work, the Contractor shall carefully study and compare the Contract Documents and check and verify all figures shown thereon and all field measurements. The Contractor will at once report in writing to the City Engineer any conflict, error or discrepancy which it may discover. The Contractor will be responsible to see that the finished Work complies accurately with the Contract Documents.

22.2 The Contractor shall maintain, at all times during its progress, a resident superintendent satisfactory to the Public Works Director. The superintendent shall not be replaced without the consent of the City Engineer, except under extraordinary circumstances. The superintendent will be the Contractor's representative at the site and shall have authority to act on behalf of the Contractor. All communications given to the superintendent shall be as binding as if given to the Contractor and shall constitute notice under the applicable clauses of this Agreement.

22.3 The Contractor will provide competent, suitably qualified personnel and perform construction as required by the Contract Documents. Survey and layout work shall be performed under direction of a Florida Registered Land Surveyor. The surveyor is required to sign, seal and return a form provided by the City certifying the surveyor will be responsible for providing layout. The Contractor will at all times maintain good discipline and order among its employees at the site.

22.4 The City will not be responsible for the acts or omissions of the Contractor, any Subcontractors, any of their agents or employees or any other persons performing any of the Work.

22.5 The Contractor shall have a responsible person or persons available on a 24-hour basis seven (7) days a week in order that contact can be made in emergencies and in cases where immediate action must be taken to maintain traffic or to overcome any other problem that might arise. The furnishing of a telephone number where such person or persons can be reached outside of normal working hours will constitute compliance with this provision.

23 ACCESS TO THE WORK: UNCOVERING FINISHED WORK.

23.1 The City Engineer and its representatives and other representatives of the City will at all times have access to the Work. The Contractor will provide proper facilities for such access and observation of the Work and also for any inspection or testing thereof by others.

23.2 If any Work is covered contrary to the request of the City Engineer, it must, if requested by the City Engineer, be uncovered for observation and replaced at the Contractor's expense.

23.3 If any Work has been covered which the City Engineer has not specifically requested to observe prior to its being covered, or if the City Engineer considers it necessary or advisable that covered Work be inspected or tested by others, the Contractor, at the City Engineer request, will uncover, expose or otherwise make available for observation, inspection or testing, that portion of Work in question, furnishing all necessary labor, material and equipment. If it is found that such Work is defective or does not meet the requirements of the Contract Documents, the Contractor will bear all the expenses of such uncovering, exposure, observation, inspection and testing and of satisfactory reconstruction, including compensation for additional professional services. If, however, such Work is found to be non-defective and meets the requirements of the Contract Documents, the Contractor will be allowed an increase in the Contract Price or extension of the Contract Time directly attributable to such uncovering, exposure, observation, inspection, testing and reconstruction if Contractor makes a claim therefore as provided in Paragraph 25 and 26.

24 CHANGES IN THE CONTRACT WORK.

24.1 Without invalidating the Agreement, the City may, at any time or from time to time, order additions, deletions, or revisions in the Work. These will be authorized by Change Order or Field Order. Upon receipt of written authorization, the Contractor will proceed with the Work involved. All such Work shall be executed under the applicable conditions of the Contract Documents. If any changes in the Work cause an increase or decrease in the Contract Price, addition of Pay Items, or an extension or shortening of the Contract Time, an equitable adjustment will be made as provided in Paragraphs 25 and 26 under a Change Order.

24.2 The Director or City Engineer may authorize minor changes or alterations in the Work not involving extra cost and not inconsistent with the overall intent of the Contract Documents. These may be accomplished by a Field Order. If the Contractor believes that any minor change or alteration authorized by the Director or City Engineer entitles the Contractor to an increase in the Contract Price or Contract Time, it may make a claim as provided in Paragraphs 25 and 26.

24.3 Additional work performed by the Contractor prior to written authorization will not automatically entitle it to additional compensation, an increase in the Contract Price, or an extension of the Contract Time.

24.4 It is the Contractor's responsibility to notify its surety of any changes affecting the general scope of the Work or change in the Contract Price, and the amount of the applicable Bonds shall be adjusted accordingly. The Contractor shall furnish proof of such adjustment to the City.

25 CHANGE OF CONTRACT PRICE.

25.1 The Contract Price constitutes the total compensation payable to the Contractor for performing the Work. All duties, responsibilities and obligations assigned to or undertaken by the Contractor shall be at its expense without change in the Contract Price.

25.2 The Contract Price may only be changed by a Change Order. If the Contractor is entitled by the Contract Documents to make a claim for an increase in the Contract Price, notice of intent to file a claim shall be delivered to the City Engineer in writing within ten (10) days of the occurrence of the event giving rise to the claim. The claim shall then be delivered to the City Engineer in writing within twenty (20) days after the conclusion of the event giving rise to the claim unless City Engineer allows additional period of time to ascertain accurate cost data. IT IS EXPRESSLY AND SPECIFICALLY AGREED THAT ANY AND ALL CLAIMS FOR CHANGES TO THE CONTRACT PRICE SHALL BE WAIVED IF NOT SUBMITTED IN STRICT ACCORDANCE WITH THE REQUIREMENTS OF THIS SECTION. Change orders will be approved by the following procedure:

25.2.1 The Chief Operating Officer, Director, or City Engineer may approve Change Orders that, either cumulatively or individually, increase the Contract Price within the limits of the Contingency, provided that such Change Orders do not expand the size (project limits), function (project type) or intended use of the project contained in the Contract Documents and do not exceed the following monetary limits per Change Order:

25.2.1.1 City Engineer - $20,000

25.2.1.2 Director - $50,000

25.2.1.3 Chief Operating Officer - $100,000

25.2.2 The City Manager may approve Change Orders that, either cumulatively or individually, increase Contract Price within the limits of the Contingency; or Change Orders that, either cumulatively or individually, increase the Contract Price by up to ten percent of the original Contract Price plus Contingency [10% x (Contract Price + Contingency)], provided that such Change Orders do not expand the size, function or intended use of the project contained in the contract documents.

25.2.3 The City Commission has the sole authority to approve Change Orders that increase the Contract Price by more than the limits set forth herein or Change Orders that expand the size, function or intended use of the project contained in the contract documents.

25.3 The value of any Work covered by a Change Order, for any claim for an increase in the Contract Price, shall be determined in the following ways:

25.3.1 Where the Work involved is covered by unit prices contained in the Contract Documents, by application of unit prices to the quantities of the items involved.

25.3.2 Mutual acceptance of a lump sum or unit price.

25.3.3 Cost and a…