[KUA- D22F04 -CR]

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EXHIBIT C-

RFP 26-016-SN

KISSIMMEE UTILITY AUTHORITY

KISSIMMEE, FLORIDA

VAN METER

SUBSTATION CONSTRUCTION

CONTENTS

CONDITIONS AND REQUIREMENTS

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Page

I. CONTRACT REGULATIONS

General Conditions GC-1 Special Conditions SC-1

II. GENERAL REQUIREMENTS

General Description and Scope of the Work 1A-1 General Equipment Specifications 1B-1 Engineering Data 1C-1 Construction Services 1D-1 Receiving, Handling, and Storage 1E-1

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CONTRACT REGULATIONS

CONTENTS

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GENERAL CONDITIONS

GC.1 Contract Documents GC-1 GC.2 Definitions GC-1 GC.3 Legal Addresses GC-2 GC.4 Scope and Intent of Contract Documents GC-2 GC.5 Independent Contractor GC-3 GC.6 Assignment and Subcontracting GC-3 GC.7 Oral Statements GC-3 GC.8 Reference Standards GC-3 GC.9 Source of Materials GC-3 GC.10 Contractor to Check Drawings and Lists GC-3 GC.11 Figured Dimensions to Govern GC-4 GC.12 No Waiver of Rights GC-4 GC.13 Authority of the Engineer and the Project Field Manager GC-4 GC.14 Engineering Inspection GC-4 GC.15 Contract Termination--Contractor Default GC-5 GC.16 Beginning, Progress, and Completion of the Work GC-5 GC.17 Hindrances and Delays GC-6 GC.18 Suspension of Work GC-6 GC.19 Cancellation of Work GC-6 GC.20 Modifications GC-6 GC.21 Laws and Regulations GC-7 GC.21.1 Certification of OSHA and Indemnification GC-7 GC.21.2 I-9 Verification Compliance and Indemnification GC-7 GC.21.3 Equal Employment Opportunity GC-7 C.22 Taxes, Permits, and Licenses GC-7 GC.23 Materials and Equipment GC-8 GC.24 Guarantee GC-8 GC.25 Release of Liability GC-8 GC.26 Claims for Labor and Materials GC-8 GC.27 Final Inspection GC-9 GC.28 Contractor's Price Breakdown GC-9 GC.29 Estimated Cash Flow GC-9 GC.30 Estimates and Payments GC-10 GC.31 Liens GC-10 GC.32 Audit GC-11 GC.33 Toxic Substances GC-11 GC.34 Contractor/Vendor’s Railroad Notification/Coordination Obligation GC-11

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SPECIAL CONDITIONS Page

SC.1 General SC-1 SC.2 Engineer's Drawings and Specifications SC-1 SC.3 Project Management SC-1 SC.4 Contractor's Office at Site of Work SC-1 SC.5 Field Records SC-1 SC.6 Contractor's Supervision at the Site SC-2 SC.7 Subcontracts SC-2 SC.8 Relations with Other Contractors SC-2 SC.9 Acceptance of Work by Others SC-3 SC.10 Methods of Field Operation SC-3 SC.11 Safety, Health, and Accident Prevention SC-3 SC.12 Crane Inspections SC-5 SC.13 Fall Protection SC-5 SC.14 Lines, Grades, and Survey SC-5 SC.15 Preservation of Monuments and Stakes SC-6 SC.16 Protection of Property and Public Liability SC-6 SC.17 Emergency Protection SC-7 SC.18 Losses from Natural Causes SC-7 SC.19 Qualifications of Workers SC-7 SC.20 Normal Working Hours SC-7 SC.21 Unfavorable weather, unforeseen delays, and extension of time SC-7 SC.22 Rejected Work and Materials SC-7 SC.23 Placing Work in Service SC-8 SC.24 Cleanliness SC-8 SC.25 Purchase Orders SC-8 SC.26 Fire Protection SC-8 SC.27 Security SC-9 SC.28 Protection of Work SC-9 SC.29 Protection of Concrete Surfaces SC-9 SC.30 Protection of Electrical Raceway, Cable, and Lighting Fixtures SC-10 SC.31 Repair of Damages SC-10 SC.32 Independent Testing Laboratory SC-10 SC.33 Cooperation with Owner SC-10 SC.34 Minor Defects SC-11 SC.35 Checkout and Initial Operation SC-11 SC.36 Construction Plant and Temporary Facilities SC-12 SC.37 Receiving, Handling, and Storage SC-12 SC.38 Equivalent Materials and Equipment SC-12

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SC.39 Rights-of-Way SC-12 SC.39.1 On Private Property SC-12 SC.39.2 Work Within Highway and Railroad Rights-of-Way SC-13 SC.39.3 FDOT Requirements SC-13 SC.39.4 DEP Wetlands SC-13 SC.40 Fences SC-13 SC.41 Protection of Public and Private Property SC-14 SC.42 Maintenance of Traffic SC-14 SC.43 Barricades and Lights SC-15 SC.44 Underground Installations SC-15 SC.45 Damage to Existing Public and Private Property SC-16 SC.46 Land for Construction Purposes SC-16 SC.47 Energized Facilities SC-17 SC.48 Artifacts SC-17 SC.49 Asbestos SC-17 SC.50 Final Cleanup and Grading SC-17 SC.51 Trench Excavation SC-17 SC.52 Alterations of plans or character of work SC-17 SC.53 Correction of work before final payment. SC-17 SC.54 Final inspection, acceptance, and payment. SC-17 SC.55 Correction of work after final payment. SC-17

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GENERAL CONDITIONS

GC.1 CONTRACT DOCUMENTS. It is understood and agreed that the Advertisement, Instructions to Bidders, Proposal, Proposal Data, Specific Requirements, Contract Agreement, Basis of Contract, Performance Bond, General Conditions, Special Conditions, General Requirements, Construction Specifications, Drawings, Addenda, and Change Orders issued by the Owner or the Engineer, and specifications and engineering data furnished by the Contractor and accepted by the Owner, are each included in this Contract and the work shall be done in accordance therewith.

GC.2 DEFINITIONS. Words, phrases, or other expressions used in these Contract Documents shall have meanings as follows:

l. "Contract" or "Contract Documents" shall include the items enumerated above under

Article GC.1, CONTRACT DOCUMENTS.

2. "Owner" shall mean the Kissimmee Utility Authority of Kissimmee, Florida, acting through its Board of Directors and their duly authorized agents. All notices, letters, and other communication directed to the Owner shall be addressed and delivered to the Kissimmee Utility Authority, Post Office Box 423219, Kissimmee, FL 34742-3219, Attention: Wesley Infinger, Assistant Vice President of Engineering & Operations.

3. "Contractor" shall mean the corporation, company, partnership, firm, or individual who has entered into this Contract for the performance of the work covered thereby, and its, his, or their duly authorized representatives.

4. "Subcontractor" shall mean and refer only to a corporation, partnership, or individual having a direct Contract with the Contractor for performing work at the jobsite.

5. "Engineer" shall mean the firm of Burns & McDonnell, or its duly authorized agents, such agents acting within the scope of the particular duties entrusted to them in each case.

6. "Project Field Manager" shall mean the representative of the Engineer or Owner, stationed at the project site, such representative acting within the scope of particular duties entrusted to him in each case.

7. "Date of Contract," or equivalent words, shall mean the date written in the first paragraph of the Contract Agreement.

8. "Day" or "days," unless herein otherwise expressly defined, shall mean a calendar day or days of 24 hours each.

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9. "The work" shall mean the equipment, supplies, materials, labor, and services to be furnished under the Contract and the carrying out of all obligations imposed by the Contract Documents.

10. "Drawings" shall mean all (a) drawings furnished by the Owner as a basis for proposals, (b) supplementary drawings furnished by the Owner to clarify and to define in greater detail the intent of the contract drawings and specifications,

(c) drawings submitted by the successful bidder with his proposal, provided such drawings are acceptable to the Owner, (d) drawings furnished by the Owner to the Contractor during the progress of the work, and (e) engineering data and drawings submitted by the Contractor during the progress of the work, provided such drawings are acceptable to the Engineer.

11. Whenever in these Contract Documents the words "as ordered," "as directed," "as required," "as permitted," "as allowed," or words or phrases of like import are used, it shall be understood that the order, direction, requirement, permission, or allowance of the Owner or Engineer is intended only to the extent of judging compliance with the terms of the Contract; none of these terms shall imply that the Owner or the Engineer has any authority or responsibility for supervision of the Contractor's forces or construction operations, such supervision and the sole responsibility therefor being strictly reserved for the Contractor.

12. Similarly the words "approved," "reasonable," "suitable," "acceptable," "proper,"

"satisfactory," or words of like effect and import, unless otherwise particularly specified herein, shall mean approved, reasonable, suitable, acceptable, proper, or satisfactory in the judgment of the Owner or Engineer, to the extent provided in "11" above.

13. Whenever in these Contract Documents the expression "it is understood and agreed" or an expression of like import is used, such expression shall mean the mutual understanding and agreement of the parties executing the Contract Agreement.

14. "Official acceptance" shall mean the Owner's written acceptance of all work performed under this Contract, based on the Engineer's final inspection and issuance of a final payment certificate.

GC.3 LEGAL ADDRESSES. All notices, letters, and other communication to the Contractor will be mailed or delivered to either the Contractor's business address listed in the Proposal or the Contractor's office in the vicinity of the work, with delivery to either of these addresses being deemed as delivery to the Contractor. The address of the Owner appearing on GC-3 is hereby designated as the place to which all notices, letters, and other communication to the Owner shall be mailed or delivered. Either party may change his address at any time by an instrument in writing delivered to the Engineer and to the other party.

GC.4 SCOPE AND INTENT OF CONTRACT DOCUMENTS. The various parts of the Contract Documents are intended to supplement but not necessarily duplicate each other. Any work exhibited in one part and not in another shall be executed as if it had been set forth in all

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parts, so that the work will be constructed according to the complete design as determined by the Engineer.

Should anything necessary for a clear understanding of the work be omitted from the Contract Documents, or should the requirements appear to be in conflict, the Contractor shall secure written instructions from the Engineer before proceeding with the work affected thereby. It is understood and agreed that the work shall be performed according to the true intent of the Contract Documents.

GC.5 INDEPENDENT CONTRACTOR. The relationship of the Contractor to the Owner shall be that of an independent Contractor.

GC.6 ASSIGNMENT AND SUBCONTRACTING. The Contractor shall not assign or subcontract the work, or any part thereof, without the previous written consent of the Owner, nor shall he assign, by power of attorney or otherwise, any of the money payable under this Contract unless written consent of the Owner has been obtained. No right under this Contract, nor claim for any money due or to become due hereunder shall be asserted against the Owner, or persons acting for the Owner, by reason of any so-called assignment of this Contract or any part thereof, unless such assignment has been authorized by the written consent of the Owner. In case the Contractor is permitted to assign moneys due or to become due under this Contract, the instrument of assignment shall contain a clause subordinating the claim of the assignee to all prior liens for services rendered or materials supplied for the performance of the work.

Should any subcontractor fail to perform in a satisfactory manner the work undertaken by him, his subcontract shall be immediately terminated by the Contractor upon notice from the Owner.

The Contractor shall be as fully responsible and accountable to the Owner for the acts and omissions of his subcontractors, and of persons either directly or indirectly employed by them, as he is for the acts and omissions of persons directly employed by him. Nothing contained in this Contract shall create any contractual relationship between any subcontractor and the Owner.

GC.7 ORAL STATEMENTS. It is understood and agreed that the written terms and provisions of this agreement shall supersede all oral statements of representatives of the Owner, and oral statements shall not be effective or be construed as being a part of this Contract.

GC.8 REFERENCE STANDARDS. Reference to the standards of any technical society, organization, or association, or to codes of local or state authorities, shall mean the latest standard, code, specification, or tentative standard adopted and published at the date of taking bids, unless specifically stated otherwise.

GC.9 SOURCE OF MATERIALS. To the extent possible, materials and equipment (including components thereof) furnished under these specifications shall be produced, processed, manufactured, and assembled within the United States of America. Substitution of foreign materials for domestic materials will not be permitted unless such substitution is clearly stated in the Proposal and accepted by the Owner.

GC.10 CONTRACTOR TO CHECK DRAWINGS AND LISTS. The Contractor shall check all dimensions, elevations, and quantities as indicated on the drawings and lists furnished to him by

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the Engineer. The Contractor shall notify the Engineer of any discrepancy between the drawings and the conditions at the site, or any error or omission in drawings, or in the layout as given by stakes, points, or instructions, which he may discover in the course of the work. The Contractor will not be allowed to take advantage of any error or omission in the drawings or other Contract Documents. Full instructions will be furnished by the Engineer should such error or omission be discovered, and the Contractor shall carry out such instructions as if originally specified.

GC.11 FIGURED DIMENSIONS TO GOVERN. Dimensions and elevations indicated on the drawings shall be accurately followed even though different from scaled measurements. No work indicated on the drawings, the dimensions of which are not indicated, shall be executed until necessary dimensions have been obtained from the Engineer.

GC.12 NO WAIVER OF RIGHTS. Neither the inspection by the Owner or Engineer or any of their officials, employees, or agents, nor any order by the Owner or Engineer for payment of money, or any payment for, or acceptance of, the whole or any part of the work by the Owner or Engineer, nor any extension of time, nor any possession taken by the Owner or its employees, shall operate as a waiver of any provision of this Contract, or of any power herein reserved to the Owner, or any right to damages herein provided, nor shall any waiver of any breach in this Contract be held to be a waiver of any other or subsequent breach.

GC.13 AUTHORITY OF THE ENGINEER AND THE PROJECT FIELD MANAGER. To prevent delays and disputes, and to discourage litigation, it is agreed by the parties to this Contract that the Engineer shall determine all technical questions in relation to the work. The Project Field Manager shall determine all questions in relation to field administration of the work.

If in the opinion of the Contractor or the Owner a decision made by the Engineer or Project Field Manager is not in accordance with the meaning and intent of the Contract, either party may file with the Engineer or Project Field Manager and the other party to the Contract, within 30 days after receipt of the decision, a written objection to the decision. Failure to file an objection within the allotted time will be considered acceptance of the Engineer's or Project Field Manager's decision and the decision shall become final and conclusive.

The Engineer's or Project Field Manager's decision and the filing of the written objection thereto shall be a condition precedent to the right to request arbitration or to start action in court.

It is the intent of this agreement that there shall be no delay in the execution of the work and the decision of the Engineer or Project Field Manager as rendered shall be promptly observed.

GC.14 ENGINEERING INSPECTION. The Owner may appoint (either directly or through the Engineer or Project Field Manager) such inspectors as the Owner deems proper to inspect the materials furnished and the work performed for compliance with the Contract Documents. The Contractor shall furnish all reasonable assistance required by the Project Field Manager, or inspectors, for the proper inspection of the work. Should the Contractor object to any order given by any inspector, the Contractor may make written appeal to the Project Field Manager for a decision.

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Inspectors shall have the authority to reject work, which is unsatisfactory, faulty, or defective or does not conform to the requirements of the Contract Documents. Inspection shall not relieve the Contractor from any obligation to construct the work strictly in accordance with the Contract Documents. Work not so constructed shall be removed and replaced by the Contractor at his own expense.

GC.15 CONTRACT TERMINATION—CONTRACTOR DEFAULT. If the work to be done under this Contract is abandoned by the Contractor; or if this Contract is assigned by him without the written consent of the Owner; or if the Contractor is adjudged bankrupt; or if a general assignment of his assets is made for the benefit of his creditors; or if a receiver is appointed for the Contractor or any of his property; or if at any time the Project Field Manager certifies in writing to the Owner that the performance of the work under this Contract is being unnecessarily delayed, that the Contractor is violating any of the conditions of this Contract, or that he is executing the same in bad faith or otherwise not in accordance with the terms of said Contract; or if the work is not substantially completed within the time named for its completion or within the time to which such completion date may be extended; then the Owner may serve written notice upon the Contractor and his surety of the Owner's intention to terminate this Contract. Unless within 5 days after the serving of such notice, a satisfactory arrangement is made for continuance, this Contract shall terminate. In the event of such termination, the surety shall have the right to take over and complete the work, provided that if the surety does not commence performance within 30 days, the Owner may take over and prosecute the work to completion, by Contract or otherwise. The Contractor and his surety shall be liable to the Owner for all excess cost sustained by the Owner by reason of such prosecution and completion. The Owner may take possession of, and utilize in completing the work, all materials, equipment, tools, and plant on the site of the work.

GC.16 BEGINNING, PROGRESS, AND COMPLETION OF THE WORK. The time of completion is a basic consideration of this Contract. Unless otherwise specified in these Contract Documents or advised by written order of the Owner, the Contractor shall begin work within 10 days after the date of Contract. The work shall be prosecuted to completion in accordance with the specified schedule, subject to adjustment as provided in these Contract Documents.

A detailed construction schedule shall be prepared by the Contractor and submitted to the Owner for review. The schedule shall contain the various activities required to perform the work and the dates the activities will be started and completed in order to complete the work in accordance with the specified schedule requirements. The Contractor is responsible for determining the sequence and time estimates of the detailed construction activities. However, the Owner reserves the right to require the Contractor to modify any portion of the schedule the Owner determines to be impracticable or unreasonable; as required to coordinate the Contractor's activities with those of other contractors, if any, engaged in work for the Owner on the site; to avoid undue interference with the Owner's operations; and to assure completion of the work by the date or dates stipulated. Upon acceptance by the Owner of the Contractor's detailed construction schedule, the Contractor will be responsible for maintaining such schedule.

If at any time the Contractor's work is behind schedule, he shall immediately put into effect definite procedures for getting the work back on schedule. The procedures shall be subject to review and modification by the Owner.

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GC.17 HINDRANCES AND DELAYS. The Contractor expressly agrees that in undertaking to complete the work within the time specified, he has made allowances for all hindrances and delays, which might usually be expected to occur in performing the work. No claims shall be made by the Contractor for such hindrances and delays.

If the Contractor experiences hindrances and delays which, in his opinion, are not usually to be expected in the performance of the work and which affect the performance of the work, he may request a change in the Contract. Such hindrances and delays may include, but not be limited to, acts or failure to act by the Owner or other contractors employed by the Owner, fires, floods, labor disputes, epidemics, abnormal weather conditions, or acts of God. The Contractor shall use all reasonable means to minimize the extent of the delay.

GC.18 SUSPENSION OF WORK. The Owner reserves the right to suspend and reinstate execution of the whole or any part of the work without invalidating the provisions of the Contract.

Suspension or reinstatement of the work will be by written notice to the Contractor from the Owner.

Suspension of work shall not automatically entitle the Contractor to additional compensation or a change in the contract time; however, the Contractor will be reimbursed for real and unavoidable direct costs incurred by him as a result of such suspension and/or the Contract will be extended as required to compensate for any delay due to such suspension. The Contractor shall use all reasonable means to minimize the consequences of such suspension.

GC.19 CANCELLATION OF WORK. The Owner reserves the right to cancel the unfinished portion of the work by giving written notice to the Contractor. In the event of cancellation, the Owner will pay the Contractor reasonable and proper cancellation costs.

Cancellation of the work shall not constitute the basis for a claim for damages or loss of anticipated profits.

The Contractor shall, after consultation with the Owner, take all reasonable steps to minimize the costs related to cancellation. The Contractor shall provide the Owner with an accounting of costs claimed, including adequate supporting information, and the Owner may, at its expense, audit the claimed costs and supporting information.

GC.20 MODIFICATIONS. The Contractor shall modify the work whenever so ordered by the Owner and such modifications shall not affect the validity of the Contract. Modifications may involve changes in the amount of the work to be performed or changes in the contract time for which appropriate changes to the Contract will be made.

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GC.21 LAWS AND REGULATIONS.

GC.21.1 Certification of OSHA and Indemnification. By its signature on the Contract Agreement, Contractor hereby certifies that it is aware of any and all applicable federal and state requirements, including those imposed by rules and regulations of relevant governmental authorities, of the Occupational Safety and Health Act, and further certifies that it has taken and will take all actions necessary to ensure full compliance with such requirements, including compliance by its employees, subcontractors and materialmen (and any person employed by either) for the duration of this Contract. Contractor agrees to indemnify and hold KUA harmless for any and all claims, losses, penalties, fines and expenses (including, without limitation, any and all reasonable attorney’s and expert’s fees) related to Contractor’s failure, and/or the failure of its subcontractors and materialmen, to abide by the terms of this Section.

GC.21.2 I-9 Verification Compliance and Indemnification. By its signature on the Contract Agreement, Contractor hereby certifies that it is aware of any and all applicable federal immigration law requirements, including, without limitation, Contractor’s obligation to properly verify the legal work status of each of its employees by the filing of a complete and accurate Form I-9. Contractor also acknowledges the importance of ensuring that all personnel accessing any of KUA’s property have been properly verified through the I-9 documentation process.

Accordingly, Contractor further certifies that it has taken and will take all actions necessary to ensure full compliance with the Form I-9 requirements, and any other applicable immigration law requirements, and shall also ensure the compliance with such requirements by any subcontractors and materialmen employed by Contractor on this Contract. Contractor agrees to indemnify and hold KUA harmless for any and all claims, losses, penalties, fines and expenses (including, without limitation, any and all reasonable attorney’s and expert’s fees) related to Contractor’s failure, and/or the failure of its subcontractors and materialmen, to abide by the terms of this Section.

GC.21.3 Equal Employment Opportunity. The Contractor shall comply with all applicable requirements of the Executive Orders of the President of the United States, and the requirements for certification of nonsegregated facilities 32 Fed. Reg. 7439 (May 19, 1967); the Civil Rights Act of 1964; the Vietnam Era Veterans' Readjustment Assistance Act of 1972; the Rehabilitation Act of 1973; and all other applicable laws, regulations and orders now or hereinafter in force pertaining to equal employment opportunity. The applicable provisions, sections, and amendments of said executive orders, acts, rules and regulations are incorporated by reference and made a part hereof.

GC.22 TAXES, PERMITS, AND LICENSES. The Contractor shall obtain and pay for all required licenses, permits, and inspections required for the work.

The Contractor shall pay directly to the taxing agency the applicable Florida state sales tax on all equipment and materials (except those materials and equipment furnished directly by the Owner) which form a part of the completed work performed under this contract. The Contractor shall comply with the Florida Statutes and obtain a certificate of tax registration and shall furnish all information required by Florida Statutes in connection with machinery, equipment, and other items brought into the state which do not form a part of the completed work and upon which a use tax may be due and payable.

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GC.23 MATERIALS AND EQUIPMENT. Unless specifically provided otherwise in each case, all materials and equipment furnished for permanent installation in the work shall conform to applicable standard specifications and shall be new, unused, and undamaged when installed or otherwise incorporated in the work. No such material or equipment shall be used by the Contractor for any purpose other than that intended or specified, unless such use is specifically authorized by the Owner in each case.

All required tests in connection with acceptance of source of materials shall be made at the Contractor's expense by a properly equipped laboratory of established reputation whose work and testing facilities are acceptable to the Owner. Any change in origin or method of preparation or manufacture of a material being routinely tested will require new tests. Reports of all tests shall be furnished to the Engineer or Owner in as many copies as required.

GC.24 GUARANTEE. The Contractor shall guarantee the equipment, materials, and workmanship furnished under this Contract to be as specified and to be free from defects for a period of one year after the date of final payment. In addition, the equipment and materials furnished by the Contractor shall be guaranteed to be free from defects in design.

Upon notification, the Contractor shall promptly make all adjustments, repairs, or replacements which, in the opinion of the Engineer or Owner, arose out of defects and became necessary during the guarantee period.

The cost of all materials, parts, labor, transportation, supervision, special tools, and supplies required for replacement or repair of parts and for correction of defects shall be paid by the Contractor or by the surety.

This guarantee shall be extended to cover all repairs and replacements furnished under the guarantee and the period of the guarantee for each such repair or replacement shall be one year after installation or completion.

If within 10 days after the Owner has notified the Contractor of a defect, failure, or abnormality in the work, the Contractor has not started to make the necessary repairs or adjustments, the Owner is hereby authorized to make the repairs or adjustments or to order the work to be done by a third party, the cost of the work to be paid by the Contractor.

In the event of an emergency where, in the judgment of the Owner, delay would cause serious loss or damage, repairs or adjustments may be made by the Owner, or a third party chosen by the Owner, without advance notice to the Contractor and the cost of the work shall be paid by the Contractor, or by the surety.

GC.25 RELEASE OF LIABILITY. Acceptance by the Contractor of the last payment shall be a release to the Owner and every officer and agent thereof, from all claims and liability hereunder for anything done or furnished for, or relating to the work, or for any act or neglect of the Owner or of any person relating to or affecting the work.

GC.26 CLAIMS FOR LABOR AND MATERIALS. The Contractor shall indemnify and save harmless the Owner from all claims for labor and materials furnished under this Contract. When requested by the Owner, the Contractor shall submit satisfactory evidence that all persons, firms, GC-9 or corporations who have done work or furnished materials under this Contract, for which the Owner may become legally liable, have been fully paid or satisfactorily secured. In case such evidence is not furnished or is not satisfactory, an amount will be retained from money due the Contractor which in addition to any other sums that may be retained will be sufficient, in the opinion of the Owner, to liquidate all such claims. Such sum will be retained until the claims as aforesaid are fully settled or satisfactorily secured.

Before final acceptance of the work by the Owner, the Contractor shall submit to the Engineer in duplicate a notarized affidavit stating that all subcontractors, vendors, persons, or firms who have furnished labor or materials for the work have been fully paid and that all taxes have been paid.

If a performance bond has been executed a statement from the surety shall also be submitted consenting to the making of the final payment.

GC.27 FINAL INSPECTION. When the work has been substantially completed and at a time mutually agreeable to the Owner, Engineer, and Contractor, the Project Field Manager will make a final inspection of the work and report to the Owner his findings as to the acceptability and completeness of the work.

GC.28 CONTRACTOR'S PRICE BREAKDOWN. The Contractor shall prepare and submit to the Engineer for review a breakdown of the contract price according to the system of accounts provided by the Owner. The Owner's system of accounts has been designed in conformance with the uniform system of accounts prescribed by the Federal Energy Regulatory Commission.

The Contractor's price breakdown shall be acceptable to the Engineer before any payments are made under this Contract. Each invoice submitted for payment shall be prepared in accordance with the price breakdown accepted by the Engineer.

The sum of the items listed in the Contractor's price breakdown shall equal the contract lump sum price or prices. Overhead and profit shall not be listed as separate items.

An unbalanced breakdown estimate providing for overpayment of the Contractor on items of work which would be performed first will not be acceptable. Breakdown estimates shall be revised and resubmitted until acceptable to the Engineer. Acceptance by the Engineer shall only indicate consent to the breakdown estimate as a basis for preparation of partial payment estimates, and shall not constitute an agreement as to the value of each indicated item.

The Contractor's price breakdown will be used for calculation of monthly progress payments and will not necessarily be used in calculations of contract change orders. The breakdown shall subdivide the work into component parts in sufficient detail to serve as a basis for computing progress payments during construction. The value of equipment and materials delivered to the site shall be listed separately from the installation value. The Contractor's price breakdown shall be prepared on forms provided by the Engineer.

GC.29 ESTIMATED CASH FLOW. Within 30 days after contract award, the Contractor shall submit to the Engineer a cash flow projection. The Contractor's cash flow projection, plotting his anticipated earnings on a monthly basis for the life of the Contract shall be broken down into separate labor and material categories to the same level of detail required for the Contractor's

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price breakdown. Forms for preparation of the Contractor's cash flow projection will be provided by the Engineer.

GC.30 ESTIMATES AND PAYMENTS. On or about the first day of each month, the Contractor shall make an estimate of the value of the work completed and of unused materials stored on the site. The estimated cost of repairing, replacing, or rebuilding any part of the work or replacing materials which do not conform to the drawings and specifications will be deducted from the estimated value.

The Contractor shall furnish to the Owner such detailed information as the Owner may request to aid in the evaluation of monthly estimates. After each estimate has been found acceptable by the Owner, the Owner will pay to the Contractor 90 percent of the estimated value less any previous payments. The Owner will hold 10 percent of payment for completed work until Final Acceptance of project is achieved, and all other Contract provisions are satisfied.

Payments for materials stored on the site shall be based only upon the actual cost of such materials to the Contractor and shall not include any overhead or profit to the Contractor.

After official acceptance of the work by the Owner, the Owner will authorize preparation of a final estimate of the work done under this Contract. Preparation of the final estimate will not be authorized until the affidavit and statement required in Article GC.26, CLAIMS FOR LABOR AND MATERIALS, have been received. The Owner will pay the entire balance due after deducting all amounts to be retained under any provision of this Contract.

GC.31 LIENS. This project is a "public work" under Chapter 255, Florida Statutes. No liens may be filed against the Owner. Any claimant may apply to the Owner for a copy of this Contract and the Public Construction Bond. The claimant shall have a right of action against the Contractor and surety for the amount due him. Such action shall not involve the Owner in any expense. Claims against the Contractor or the surety are subject to timely prior notice to both the Contractor and the surety as specified in Section 255.05, Florida Statutes. The Contractor shall insert the following paragraph in all subcontracts hereunder:

"Notice: Claims for labor, materials and supplies are not assertable against the Kissimmee Utility Authority, and are subject to proper prior notice to the Contractor and to the Surety, pursuant to Chapter 255 of the Florida Statutes. This paragraph shall be inserted in every subcontract hereunder."

The Owner will withhold 10 percent of the amount of each progress payment. The last payment due under the Contract will be paid by the Owner to the Contractor only after the Contractor has furnished the Owner with an affidavit stating that all persons, firms or corporations who are defined in Section 713.01, Florida Statutes, who have furnished labor or materials, employed directly or indirectly in the work, have been paid in full. The Owner shall rely on said affidavit at face value. The Owner shall have the right to demand and receive from the Contractor before he shall receive any progress payment an affidavit stating that payment in full has been made for all labor, services and materials incorporated into the work, for the period of time for which the progress payment is due. The Contractor does hereby release, remise and quit claim any and all

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rights he may enjoy to perfect any lien or any other type of statutory common law or equitable lien against this project.

GC.32 AUDIT. The Contractor agrees to furnish such supporting detail as may be required by the Owner to support charges or invoices, to make available for audit purposes all records covering charges pertinent to this Contract, and to make appropriate adjustments in the event discrepancies are found. The cost of any audit will be paid by the Owner. The Owner shall have the right to audit the Contractor's records pertaining to the work for a period of 3 years after final payment.

GC.33 TOXIC SUBSTANCES. Any chemical substance or mixture in a gaseous, liquid, or solid state, if such substance or mixture causes a significant risk to safety or health during, or as a proximate result of, any customary or reasonably foreseeable handling or use and which is manufactured, produced, used, applied, or stored in the jobsite shall be disclosed to the Owner prior to use.

The Contractor shall furnish to the Kissimmee Utility Authority copies of the Material Safety Data Sheets for all toxic substances, if any, furnished under this Contract. If the work under this Contract includes onsite construction or erection, the Contractor shall provide notice to local fire, medical, and law enforcement agencies with copies to the Kissimmee Utility Authority.

GC.34 CONTRACTOR/VENDOR’S RAILROAD NOTIFICATION/COORDINATION

OBLIGATION. Contractor/Vendor acknowledges that performance of its obligations under this contract may require delivery of heavy equipment to the Owner’s site by low clearance or slow moving heavy haul vehicles and that said vehicles will necessarily have to cross various railroad tracks, including those at a private road grade crossing located at the entrance to the Cane Island Site. Contractor/Vendor expressly acknowledges that it has been duly informed, by Owner, that in order for said vehicles to prudently and safely traverse said crossing, it will be necessary to inform the railroad having jurisdiction of said crossings in advance of the intended crossing and arrange for appropriate protection from train traffic, prior to attempting to cross those railroad tracks. Contractor/Vendor further acknowledges that it has read and is familiar with §316.170, Fla. Stat., and agrees that this statute legally requires Contractor/Vendor to provide advance notice to the proper authorities of the railroad before attempting to cross these railroad tracks with low clearance or slow moving heavy hauling vehicles.

Accordingly, in the event delivery by such vehicles is required, Contractor/Vendor agrees that it will be solely responsible to notify and coordinate with all necessary railroad and/or train companies and personnel, the safe crossing of these railroad tracks by any and all low clearance or slow moving heavy haul vehicles, which are delivering equipment to the Owner’s site.

Contractor/Vendor acknowledges and agrees that Owner will have no responsibility for said notification or coordination with the railroad and/or train company. Contractor/Vendor agrees that it will likewise require all subcontractors, sub-suppliers, vendors, trucking companies, or hauling companies, performing any delivery obligation under this contract to likewise notify and coordinate their delivery with the appropriate railroad and/or train company.

Contractor/Vendor agrees to defend, indemnify and hold harmless Owner and its affiliates, agents, employees, servants, representatives, officers, directors, successors and assign, from and

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against any and all claims, demands, damages, losses and expenses arising out of or resulting from personal injury, death or physical damage to tangible property (including but not limited to fees of and charges of engineers, attorneys and other professionals and court and arbitration costs, whether direct, indirect or consequential), to the extent caused by the breach of this contractual provision.

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SPECIAL CONDITIONS

SC.1 GENERAL. These Special Conditions are nontechnical in nature and shall supplement the General Conditions in the administration and regulation of field construction work performed under these specifications.

SC.2 ENGINEER'S DRAWINGS AND SPECIFICATIONS. The Contractor furnish two full size sets of all drawings including revisions thereto, two bound copies of the specifications, and an electronic transmittal of all drawings and specifications. The drawings and specifications shall be maintained at the construction site. Asbuilt notes shall be recorded on single copy. All drawings and specifications shall be returned to the Engineer upon completion of the work.

The Contractor shall exercise proper care and caution to verify the grades, figures, estimates, quantities, etc. of the Plans and Specifications given him before proceeding with the work and shall be responsible for damage or defective work caused by his failure of such care and caution.

The Contractor shall also call attention to any disagreements or differences which he may have as to the meaning of the Plans or Specifications on any point concerning the character, acceptability, and nature of the work, materials, or construction. He shall promptly notify the Owner of any errors or discrepancies he may discover in order that the proper correction may be made. The Engineer shall render a decision, regarding any questions or confusion, which shall be final, conclusive, and binding upon all parties to the Contract.

The true intent of the Plans and Specifications is to provide a complete work or improvement which the Contractor undertakes to do, complete in every detail, in full compliance with the Plans, Standard Specifications, Supplemental Specifications, Special Conditions, Proposal, Contract, and Notice to Contractors, together with all authorized Change Orders and written notices. The Contractor shall perform all items of work covered and stipulated in the Proposal, the Specifications, and on the Plans. The Contractor shall remove all obstructions from the field unless specifically excepted in the Contract Documents, and shall do such special, additional, extra, and incidental work as the Owner may consider necessary to complete the project in a satisfactory and acceptable manner. He shall furnish, unless definitely and expressly provided for to the contrary in the Proposal, Standard Specifications, and Special Conditions or on the Plans, all materials, implements, machinery, equipment, tools, supplies, transportation and labor necessary to the prosecution and completion of the work.

SC.3 PROJECT MANAGEMENT. The coordination of all field construction will be under the direction of the Project Field Manager, who will be responsible for coordinating work between various contractors and for resolving any conflicts between contractors regarding scheduling or coordination.

The time of completion is a basic consideration of this Contract and the Contractor shall be responsible for performing his work as necessary in order to meet the specified milestone dates and in-service dates. If at any time the Contractor's work is behind schedule, the Contractor shall increase his forces, work overtime, or otherwise accelerate his operations to comply with the schedule, and shall put into effect definite procedures for getting the work back on schedule.

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The proposed procedures shall be subject to the Project Field Manager's acceptance or modification. The procedures adopted shall be put into effect immediately.

The Project Field Manager will not be responsible for the assignment of personnel, or for obtaining materials or supplies, or for any other services to the Contractor except the coordination of work between contractors and as specifically set forth in the contract documents.

SC.4 CONTRACTOR'S OFFICE AT SITE OF WORK. During the performance of this Contract, the Contractor shall maintain a suitable office at the project site of the work which shall be the headquarters of a representative authorized to receive drawings, instructions, or other communication or articles. Any communication given to the said representative, or delivered at the Contractor's office at the site of the work in his absence, shall be deemed to have been delivered to the Contractor.

Copies of items listed under Article SC.5, FIELD RECORDS, shall be kept at the Contractor's office at the site of the work, available for use at all times.

SC.5 FIELD RECORDS. The Contractor shall maintain in his office at the project site an orderly and adequate file of up-to-date copies of all Engineer's drawings and specifications, manufacturer's prints and specifications, and other contract documents and supplementary data.

In addition, the Contractor shall maintain a continuous record of all field changes by means of a set of drawings marked to indicate current "as-built" conditions. This "as-built" set of drawings shall be available for check by the Project Field Manager in order for him to ascertain that it is being kept current. At the conclusion of the work, the "as-built" drawings and other engineering data, accurately and neatly marked with field changes, shall be submitted to the Project Field Manager in the required number of copies. The "as-built" drawings and data shall include all revisions to the work made under this Contract, including those made by subcontractors.

SC.6 CONTRACTOR'S SUPERVISION AT THE SITE. The Contractor shall furnish adequate management, supervisory, and technical personnel on the site to ensure expeditious and competent handling of the work.

A superintendent experienced in major construction of the type specified, and who is a permanent member of the Contractor's organization, shall be a resident at the project throughout the construction. The superintendent shall be fully authorized to act for the Contractor and to receive whatever orders or notices may be given for the proper prosecution of the work.

The Contractor's field organization shall include an experienced staff of qualified technical personnel to handle onsite engineering, planning, and direction of all fieldwork.

The Contractor shall be responsible for complete supervision and control of his subcontractors as though they were his own forces. Notice to the Contractor shall be considered notice to any affected subcontractor.

The Contractor shall furnish general foremen as required and a craft foreman as required for each trade employed.

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SC.7 SUBCONTRACTS. The Contractor shall perform the majority of the work with his own forces and under the management of his own organization. Specific portions of the work may be subcontracted only by subcontractors who have been listed in the Proposal and who have been accepted in writing by the Owner. All subcontractors shall be directly responsible to the Contractor and shall be under his general super-vision. All work performed under subcontracts shall be subject to the same contract provisions as the work performed by the Contractor's own forces.

SC.8 RELATIONS WITH OTHER CONTRACTORS. The Contractor shall cooperate with all other contractors who may be performing work in behalf of the Owner, and with workers who may be employed by the Owner in the vicinity of the work under this Contract, and he shall conduct his operations to minimize interference with the work of such contractors or workers.

The Contractor shall promptly make good, at his own expense, any injury or damage that may be sustained by other contractors or employees of the Owner due to activities associated with this Contract. Any difference or conflict which may arise between the Contractor and other contractors, or between the Contractor and workers of the Owner, in regard to their work shall be resolved as determined by the Owner.

The Contractor is also advised that KUA substation crews may be working on or around the job sites. He shall also coordinate his operations with the KUA crews. The Contractor shall coordinate his operations with the operations of the Owner's personnel or any other Contractors by mutual agreements. Should any conflict in operations arise, the Owner will resolve the conflict. Any change required in a Contractor's operations shall be at no additional expense to the Owner.

SC.9 ACCEPTANCE OF WORK BY OTHERS. If any part of the Contractor's work is dependent upon the quality and completeness of work performed under another contract, the Contractor shall inspect the other contractor’s work and promptly report defects therein which render such work unsuitable for the proper execution of the work under this Contract. Failure to report such defects to the Project Field Manager shall constitute the Contractor's acceptance of such work as suitable to receive the Contractor's work; provided however, that the Contractor shall not be responsible for defects which develop after his inspection and which could not have been reasonably detected or foreseen.

SC.10 METHODS OF FIELD OPERATION. The Contractor shall inform the Project Field Manager in advance as to the Contractor's plans for carrying out each part of the fieldwork.

Review by the Project Field Manager or Owner of any plan or method of work proposed by the Contractor shall not relieve the Contractor of any responsibility therefor, and such review shall not be considered as an assumption of any risk or liability by the Engineer, Project Field Manager, or Owner or any officer, agent or employee thereof. The Contractor shall have no claim because of the failure or inefficiency of any plan or method so reviewed.

Any method of work suggested by the Project Field Manager or Owner, but not specified, shall be used at the risk and responsibility of the Contractor, and the Project Field Manager or Owner shall have no responsibility therefor.