FWC.25.26.09C T&C Final.pdf

Revised: 2.15.2024 FWC 25/26-09C Terms & Conditions Page 1

FLORIDA FISH AND WILDLIFE CONSERVATION COMMISSION

1875 ORANGE AVE E

TALLAHASSEE, FL 32311-6160

(850) 488-6551

TERMS AND CONDITIONS

FWC 25/26-09C

JU BUILDING ELECTRICAL UPGRADE-PHASE 1

TABLE OF CONTENTS

FLORIDA FISH AND WILDLIFE CONSERVATION COMMISSION

TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS

SECTION A. DEFINITIONS

Amendment Architect/Engineer (A/E) Bid Bidder Bidding Documents Change Order Contract Contract Documents Contract Manager Contract Sum Contract Term Contractor Final Completion Minor Change in Work Modification Non-responsive Bid Responsible Bidder Owner Procurement manager Project Project Manager Responsive Bid Substantial Completion Work

SECTION B. CONDITIONS FOR SUBMITTING A BID

Prequalification to Submit a Bid Familiarity and Compliance with Laws Florida Products and Labor Permits Taxes Alternates Addenda Interpretation of ITB Documents Examination of ITB Documents and Worksite Basis for Bids - Trade Names Bid Guarantee

Revised: 2.15.2024 FWC 25/26-09C Terms & Conditions Page 2

Surety Companies Acceptable to State Preparation and Submission of Bids Listing of Subcontractors References Experience Questionnaire and Financial Information Contractor’s Supervision of Project Contractor’s Work Force Establishment of a Local Office Withdrawal of Bids Rejection of Bidders Receipt and Opening of Bids Litigation, Administrative Proceeding, or Alternate Dispute Resolution Disqualification of Bids Rejection of Bids Determination of Successful Bidder Notice and Protest Procedures Requirements for Contract Award

SECTION C. CONTRACT CONDITIONS

Performance Bond and Labor and Material Payment Bond Execution of Contract and Bonds Insurance Schedule of Contract Values Notice to Proceed with Permitting and Construction Public Notice Time of Completion and Liquidated Damages Construction Schedules Verification of Owner’s Survey Data Use of Small Unmanned Aircraft Systems Construction Site and Facilities Drawings, Specifications, Etc. – Copies, Changes, Ownership Shop Drawings Reference to A.S.T.M. or Federal Specifications Manufacturer’s Specifications Tests and Inspections Approval of Materials Substitutions Prohibited Materials Historic Preservation, Archaeological Monitoring Construction Climate Control As-Built Drawings Guarantees and Operating Instructions Changes and Delays in the Work Electronic Funds Transfer Progress Payments Final Payment Late Payment Right Vendor Ombudsman Return or Recoupment of Funds Notices and Correspondence State Obligation to Pay Commission Rights to Assign or Transfer Subcontractors Subcontractor Minority Status Report Termination or Suspension of the Contract Mediation of Contract Claims and Disputes Severability, Choice of Law, and Choice of Venue Jury Trial Wavier Relationship of the Parties – Independent Contractor

Revised: 2.15.2024 FWC 25/26-09C Terms & Conditions Page 3

Non-Discrimination Apprentices Mandatory Disclosure Criminal Background Checks Electronic Mail Capabilities Exclusion of Owner from Liability Indemnification No Thrid-Party Rights Assignment of Antitrust Claims Employment of State Residents and Posting of Job Openings Florida Lumber Contract-Related Procurement Commission Exempt From Taxes, Property Exempt From LIen MyFloridaMarketPlace Vendor Registration Employment Eligibility Verification (E-Verify) Federal Compliance Federal Funds Renegotiation upon Change in Law or Regulations Media Requests Sponsorship Property Rights Public Records Record Keeping Requirements Security and Confidentiality Prohibition against Using Contract Funds for the Purpose of Lobbying Cooperation With Inspector General Conflicting Terms: Order of Priority

SUPPLEMENTARY TERMS AND CONDITIONS

EXHIBIT 1: SAMPLE CONSTRUCTION CONTRACT

EXHIBIT 2: BID FORM

EXHIBIT 3: LIST OF SUBCONTRACTORS

EXHIBIT 4: REFERENCES

REFERENCE #1

REFERENCE #2

REFERENCE #3

REFERENCE #4 – COLLECTIVE EXPERIENCE

SAMPLE REFERENCE QUESTIONNAIRE

FWC 25/26-09C

EXHIBIT 5: EXPERIENCE QUESTIONNAIRE, FINANCIAL INFORMATION, & PROJECT SUPERVISION

EXHIBIT 6: PERFORMANCE BOND

EXHIBIT 7: LABOR AND MATERIAL PAYMENT BOND

EXHIBIT 8: SAMPLE NOTICE TO PROCEED WITH PERMITTING

EXHIBIT 9: SAMPLE NOTICE TO PROCEED WITH CONSTRUCTION

EXHIBIT 10: CERTIFICATE OF SPECIFICATION

EXHIBIT 11: CONSTRUCTION CONTRACT CHANGE ORDER (CO)

EXHIBIT 12: SAMPLE FORMAL CONTRACT AMENDMENT

EXHIBIT 13: OWNER’S CERTIFICATE OF PARTIAL PAYMENT

Revised: 2.15.2024 FWC 25/26-09C Terms & Conditions Page 4

EXHIBIT 14: SUBCONTRACTOR MINORITY STATUS REPORT

EXHIBIT 15: SAMPLE SCHEDULE OF CONTRACT VALUES

EXHIBIT 16: FINAL PAY REQUEST CHECKLIST

EXHIBIT 17: CERTIFICATE OF SUBSTANTIAL COMPLETION

EXHIBIT 18: CONTRACT COMPLETION

EXHIBIT 19: FLORIDA ACCESSIBILITY CODE ACKNOWLEDGEMENT

GENERAL TERMS AND CONDITIONS

SECTION A. DEFINITIONS

Whenever the following terms (or pronouns which replace these terms) are used in the Contract Documents, their intent and meaning shall be interpreted as follows:

AMENDMENT

A formal correction, revision, or change in the Contract Terms, or the formal statement of such change, where the change is significant enough to require the signatures of the original signatories, or delegatory signatures when applicable (EXHIBIT 12).

ARCHITECT/ENGINEER (A/E)

The Design Professionals (Architect/Engineer, Architect, Engineer or Other) commissioned by Owner for the Project. The terms Architect, Engineer or Architect/Engineer mean the Architect/Engineer and its authorized representative. The Design Professionals may be self-performed by Owner’s staff if so licensed and desired.

BID

The offer or proposal from the Bidder for performing the Work.

BIDDER

A person or entity who submits a Bid for the Work.

BIDDING DOCUMENTS

All documents provided by Owner to a Bidder in connection with the solicitation of Bids for the Project, including but not limited to (i) these General Terms and Conditions; (ii) any Supplementary Terms and

Conditions; (iii) the plans, drawings and specifications for the Project; and (iv) any Addenda issued.

CHANGE ORDER

A written document (EXHIBIT 11) signed by the Owner stating their agreement on (i) a change in the work required on the Project; (ii) the amount of adjustment in the Contract Sum, if any; and/or (iii) the extent of an adjustment in the Contract Term, if any.

CONTRACT

The entire integrated agreement between the parties which supersedes all prior negotiations, representations or agreements. The terms “Contract” and “Agreement” are used interchangeably in the document.

CONTRACT DOCUMENTS

All Solicitation documents to be incorporated into the Contract, including (i) Terms and Conditions; (ii) the plans, drawings, specifications and permits for the Project; (iii) any Addenda issued; (iv) Invitation to Bid

(ITB) Documents and (v) any Modifications.

CONTRACT MANAGER

The agency employee who is responsible for monitoring performance of the contract terms and conditions and serves as a liaison between the contractor and the agency.

CONTRACT SUM

The amount stated in the Contract, which is the total amount payable by Owner to Contractor for completing the Project.

CONTRACT TERM

The period of time, including authorized adjustments, is allotted in the Contract Documents for Substantial

Completion of the Work, plus 1 year guarantee of the Work.

CONTRACTOR

The successful Bidder who subsequently enters into the Contract.

FINAL COMPLETION

When the Work has passed the final inspection and the Owner has given written approval of satisfactory completion on the Work.

MINOR CHANGE IN WORK

Work not involving an adjustment in the Contract Sum or an extension of the Contract Term, and not inconsistent with the intent of the Contract Documents.

MODIFICATION

A document issued after execution of the Contract with the intent of amending the terms thereof, including

(i) a written amendment to the Contract signed by both parties, (ii) a Change Order, (iii) a written order for a minor change in work.

NON-RESPONSIVE BID

Any submission that does not comply with the solicitation documents does not contain all the properly signed forms, supplements or deviates from the Solicitation requirements or has an incomplete Bid Form may be considered nonresponsive.

RESPONSIBLE BIDDER

A firm with the capability in all respects to fulfil fully the contract requirements and the integrity and reliability to assure good faith performance.

OWNER

The state agency identified in the ITB Documents and the Contract, which may also be referenced as the

Florida Fish and Wildlife Conservation Commission, FWC or Commission.

PROCUREMENT MANAGER

The agency employee in overall charge of the planning and execution of a particular project.

PROJECT

The Project identified in the ITB Documents and the Contract. The terms “Project” and “Work” may be used interchangeably throughout the documents.

PROJECT MANAGER

The agency employee in overall charge of the planning, monitoring, and execution of the Project.

RESPONSIVE BID

A bid that constitutes a definite, firm, unqualified and unconditional offer to meet all of the material terms of this solicitation. Material terms are those that could affect the price, quantity, quality, or delivery. Also included as material terms are those which are clearly identified in this solicitation and which, for reasons of policy, must be complied with at risk of bid rejection for non-responsiveness.

SUBSTANTIAL COMPLETION

The degree of completion of the Work, as set forth in Contract Documents, such that the Commission can legally occupy or utilize the work or designated portions thereof for its intended purpose, and for which a

Certificate of Substantial Completion may be properly issued to establish acceptance of the Work, in whole or in part, with qualifications for items of a non-critical nature to be completed or corrected. The Certificate so issued will establish a date for the Department’s occupancy or use of that portion of the Work deemed to be Substantially Complete. The Certificate of Substantial Completion for the entire Project shall establish the date(s) for the commencement of Guaranties or Warranties.

WORK

The construction and services required by the Contract Documents, including all labor, materials, equipment, permits, licenses, insurance, and services (except for design services) as indicated or required in the Contract to be provided by the Contractor. The Work may constitute all or a part of the Project.

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SECTION B. CONDITIONS FOR SUBMITTING A BID

PREQUALIFICATION TO SUBMIT A BID

Bidder qualification requirements and procedures are established by Rule 60D-5, Florida Administrative

Code (F.A.C.), and by the Bidding Documents. Failure of the bidder to strictly meet and follow all such requirements and procedures may result in bid rejection.

Mandatory Prequalification Requirements

Bidders who are regulated under Chapter 399, 455, 489, or 633, Florida Statutes (F.S.), will be prequalified to bid in that specific field of construction. For initial prequalification requests with the Commission, or if a current prequalification is being amended or expiring, please submit the two documents below to

FWCprequalification@myfwc.com:

i. Current State Contractor license certification or registration as required under Florida Statutes

ii. Current Corporate Charter registration if the potential bidder is a domestic (Florida) corporation, or if the potential bidder is a foreign (non-Florida) corporation, or a limited partnership or limited liability company, with a current registration with the Florida Department of State.

PLEASE NOTE:

Evidence of the above requirements for prequalification shall be provided to the Commission before the bid due/opening date and time. Submission in the sealed bid is considered timely.

If not currently prequalified, the required items listed must be included in the sealed bid. If an error is present in the prequalification documentation submitted in the sealed bid, there will be no opportunity to correct the deficiency for this bid.

If an error is present in the prequalification documentation, the bidder will be permitted to correct prequalification deficiencies. However, corrections must be received no later than 120 hours prior to a bid opening date and time that the bidder wishes to participate in.

Failure to prequalify may result in disqualification of a bid.

Other Prequalification Requirements

Additional prequalification may be requested for projects that require a contractor with specific expertise and experience. These requirements may be set forth in the Supplementary Terms and Conditions or may be required through pre-bid conferences by the Agency or the Architect-Engineer.

Each Bidder and each subcontractor whose field or area is governed by Chapter 399, 455, 489, 607, 617, 620 or 633 of the Florida Statutes, for licensure must hold a valid current license as required by the Statute.

If the Bidder is a corporation for and not for profit, Limited Liability Company (LLC), Limited Partnership

(LP), including Limited Liability Limited Partnership (LLLP), or an organization doing business under a fictitious name (DBA), it must also be properly registered with the State of Florida, Department of State, Division of Corporations.

For questions concerning prequalification, please contact the Procurement Manager listed on the

MyFloridaMarketPlace Vendor Information Portal (MFMP VIP).

mailto:FWCprequalification@myfwc.com https://dos.myflorida.com/sunbiz/

FAMILIARITY AND COMPLIANCE WITH LAWS

Bidders are required to be familiar with all Federal, State and Local laws, ordinances, rules and regulations that in any manner affect the work. Ignorance on the part of the Bidder will in no way relieve it from responsibility.

FLORIDA PRODUCTS AND LABOR

Bidder's attention is called to Section 255.04, F.S., which requires that on public building contracts Florida products and labor shall be used wherever price and quality are equal.

PERMITS

Unless stated otherwise in the bid documents, the Bidder will be obligated to identify and obtain all necessary permits for the Project. Bidders shall include the cost of all such permits in their Bid.

TAXES

Although Owner is not subject to the Florida Sales and Use Tax, any contractor who purchases materials and services, which will be used in the construction of State-owned buildings, will not be exempted from the Tax on these materials and services as evidenced by the following excerpt from the Florida Statutes:

"The State, any county, municipality or political subdivision of this State is exempt from the sales tax, except this exemption shall not include sales of tangible personal property made to contractors employed either directly or as agents of any such government or political subdivision thereof when such tangible personal property goes into or becomes a part of public works owned by such government or political subdivision thereof."

Owner is not subject to:

1. Federal Excise Taxes on materials or appliances that are incorporated into and become a part of the complete improvement.

2. Federal Tax on Transportation of Property.

In every case of a purchase of materials to be incorporated in the work, which are subject to Federal Excise

Tax, Owner will furnish to contractor the necessary Federal Excise Tax Exemption Certificate upon receipt of a copy of the supplier's invoice showing the item or items, the net price, and Federal Excise Tax separately. Bidder shall take these factors into consideration in preparing its bid, including therein the cost of the State Sales Tax and Use Tax on materials, but excluding the cost of those taxes not applicable.

ALTERNATES

If Owner wishes to learn the relative or additional construction cost of an alternative method of construction, an alternative use or type of material or an increase or decrease in scope of the Project, these items will be defined as alternates and will be specifically described by the Solicitation Documents.

Alternates will be listed in the Bid Form (EXHIBIT 2) in a manner that the Bidder shall be able to clearly indicate what sums he will add to (or deduct from) its Base Bid.

ADDENDA

In case the Owner finds it expedient to supplement, modify or interpret any portion of the Solicitation

Documents during the solicitation period, such procedure will be accomplished by the issuance of written

Addenda to the Solicitation Documents, which will be posted to: https://vendor.myfloridamarketplace.com.

Each Bidder is responsible for monitoring the MFMP Vendor Information Portal site for new or changing information relative to this procurement. The Commission bears no responsibility for any delays, or https://vendor.myfloridamarketplace.com/ resulting impacts, associated with a Bidder’s failure to obtain the information made available through the

MFMP Vendor Information Portal.

INTERPRETATION OF ITB DOCUMENTS

No interpretation of the meaning of the Drawings, Specifications or other ITB Documents and no correction of any apparent ambiguity, inconsistency or error therein will be made to any Bidder orally. Every request for such interpretation or correction shall be in writing and shall be submitted to the Owner. All such interpretations and supplemental instruction will be in the form of written Addenda to the ITB Documents.

Only the interpretation or correction so given by the Owner in writing shall be binding, and prospective

Bidders are advised that no other source is authorized to give information concerning, or to explain or interpret, the ITB Documents.

EXAMINATION OF ITB DOCUMENTS AND WORKSITE

Unless otherwise specified in the Solicitation documents, Bidders are requested—before submitting their bids—to visit the site of the proposed work and completely familiarize themselves with the nature and extent of the work and any local conditions that may in any manner affect the work to be performed and the equipment, materials and labor required. They are also required to carefully examine any Drawings, Specifications and other Solicitation Documents to inform themselves thoroughly regarding any and all conditions and requirements that may affect the work in any manner.

BASIS FOR BIDS - TRADE NAMES

For clarity of description and as a standard of comparison, certain equipment, materials, etc., may have been specified by trade names or manufacturers. To ensure a uniform basis for negotiation, the Bidder shall base its Bid on the particular system, equipment or material specified. After contract award, other equipment materials, etc., as manufactured by other manufacturers may be accepted only if, in the opinion of the Owner, same is equivalent in quality and workmanship and will perform its intended purpose satisfactorily.

BID GUARANTEE

On projects where the base bid and sum of all additive alternates exceeds $100,000.00 the bid shall be accompanied by a bid guarantee (bid bond) of not less than five (5) percent of the amount of the bid.

The bid bond may be a Cashier’s check, Official bank check, Money Order or Bid Bond made payable to

Owner. If a bid bond is submitted, it must be signed by a Florida Licensed Resident Agent who holds a current Power of Attorney from the Surety Company issuing the Bond and the Power of Attorney must be attached to the Bid Bond. Such check or Bid Bond shall be submitted with the understanding that it shall guarantee that the Bidder (a) will not withdraw its bid for sixty (60) days after the scheduled date of opening of the bids; (b) will enter into a written contract with Owner in accordance with the form of Contract attached as EXHIBIT 1 within five (5) calendar days after receiving the executable copies, and (c) will diligently pursue the required Performance Bond and Labor and Material Payment Bond and provide such bonds within ten (10) calendar days after receiving the Contract. In the event Bidder fails to perform as described in the preceding sentence, the Bidder shall be liable to Owner for the full amount of the bid guarantee as representing the damage to Owner on account of the default.

The Bid Bond, Cashier’s Check, Official bank check or Money Order of any Bidder will be returned upon its request, provided it has not been notified of the acceptance of its bid prior to the date of such request.

SURETY COMPANIES ACCEPTABLE TO STATE

To be acceptable to the State as Surety for Bid Bonds, Performance Bonds and Labor and Material Payment

Bonds, a Surety Company shall comply with the following provisions:

1. The Surety Company shall have a currently valid Certificate of Authority, issued by the State of

Florida, Office of Insurance Regulation, authorizing it to write surety bonds in the State of Florida.

2. The Surety Company shall have currently valid Certificate of Authority issued by the United States

Department of Treasury under Sections 9304 to 9308 of Title 31 of the United States Code.

3. The Surety Company shall be in full compliance with the provisions of the Florida Insurance Code.

4. The Surety Company shall have at least twice the minimum surplus and capital required by the

Florida Insurance Code at the time the ITB is issued.

5. The Surety Company shall have at least an A rating in the latest issue of Best's Key Rating Guide.

Further, the Surety Company shall not expose itself to loss on any one risk in an amount exceeding ten (10) percent of its surplus to policyholders, provided:

a. Any risk or portion of any risk being reinsured shall be deducted in determining the limitation of the risk. The 10% maximum exposure requirement shall not apply to the reinsuring carrier provided authorization by the Florida Office of Insurance Regulation to do business in this state has been obtained.

b. The amount assumed by any co-surety, the value of any security deposited, pledged or held subject to the consent of the surety and for the protection of the surety shall also be deducted in determining the limitation of the risk.

PREPARATION AND SUBMISSION OF BIDS

Each Bidder shall submit a bid using the Bid Form (EXHIBIT 2) supplied by the Owner to indicate bid pricing for the Base Bid and any alternates.

Bids containing any conditions, omissions, unexplained erasures, alterations, items not called for or irregularities of any kind may be rejected by Owner.

Each bid should show the full business address of the Bidder and state whether it is an individual, corporation or partnership. The bid shall be submitted in a sealed envelope and must be received by the

Owner prior to the time, and at the place of the public opening specified in the ITB Documents. The envelope must be clearly marked on its face as follows:

"SEALED BID - BID NO. FWC 25/26-09C”

LISTING OF SUBCONTRACTORS

In order that Owner may be assured that only qualified and competent subcontractors will be employed on the Project, each Bidder shall submit with its Bid a list of the subcontractors (EXHIBIT 3) who will perform the work for each Division of the Specifications utilizing the form supplied by Owner. The Bidder shall have determined to its own complete satisfaction that a listed subcontractor has been successfully engaged in this particular type of business for a reasonable length of time, has successfully completed installations comparable to that which is required by this Contract and is qualified both technically and financially to perform that pertinent phase of this work for which he is listed. Only one subcontractor shall be listed for each phase of the work.

Any Bidder who lists a subcontractor not certified and/or registered by the State to perform the work of its trade, if such certification or registration is required for the trade by Florida Laws, will be rejected as non-responsive.

Note: The bidder shall provide the required information on the list of the subcontractors (EXHIBIT 3) for each subcontractor who will perform the phases of the work indicated. Failure to supply sufficient information for verification of the subcontractor(s) may deem the bid as being non-responsive. Indicate N/A if field is not relevant.

REFERENCES

Each prospective Bidder shall provide a minimum of three (3) references for similar projects completed.

Current contact names, phone numbers, and email addresses shall be included on EXHIBIT 4 with the bid package. See references form for more detail.

EXPERIENCE QUESTIONNAIRE AND FINANCIAL INFORMATION

On all projects, the Bidder shall submit the Experience Questionnaire, Financial Information, & Project

Supervision (EXHIBIT 5) with its bid. Bidder represents and warrants that any information provided regarding their firm’s experience and financial information to qualify for award of this Contract is accurate and correct.

The Bidder's financial information must demonstrate that adequate fixed and liquid assets and equipment are available to properly perform this project as follows: The value of liquid assets must be no less than five percent (5%) of the amount of the Base Bid. Liquid assets shall include cash, stocks, bonds, pre-paid expenses and receivables, but shall not include the value of equipment.

On projects where the base bid and sum of all alternates equals or exceeds $500,000.00, the contractor must have successfully completed no less than two projects of similar size and complexity within the last three years.

The bidder understands and agrees that materially inaccurate information may result in termination of the Contract at Owner's option. Owner shall have wide discretion to determine whether the Bidder’s experience and financial condition are adequate for the Project.

CONTRACTOR’S SUPERVISION OF PROJECT

If the Contract Sum equals or exceeds $500,000 the contractor must agree to provide field (on-site) supervision (through a named superintendent) for all trade subcontractors on the project. In addition, the contractor shall assign and name a supervisory employee to provide scheduling direction to the entire project. Supervisory employees (including field superintendents, foreman and schedulers at all levels) must have been employed in a supervisory (leadership) capacity of a substantially equivalent level on a similar project for at least two years within the last five years. The bidder shall include this information on the

Experience Questionnaire, Financial Information, & Project Supervision (EXHIBIT 5) and shall include a resume of experience for each of those proposed supervisory employees. Contractor shall not change the principals or supervisory personnel without the written consent of the Owner.

CONTRACTOR’S WORK FORCE

If the Contract Sum equals or exceeds $500,000, the Contractor will perform no less than 15% of the management and construction work utilizing its own employees.

ESTABLISHMENT OF A LOCAL OFFICE

Unless waived by the Agency for good cause, on projects equal to or greater than $200,000.00, Bidder must agree to establish or have an active office, or an ongoing project, located within 300 road miles of the Project site.

WITHDRAWAL OF BIDS

Bidders may submit a written request to withdraw or replace a Bid by emailing the Procurement Manager prior to the date and time of the bid opening. Negligence on the part of the Bidder in preparing the Bid confers no right for withdrawal of the Bid after it has been opened.

REJECTION OF BIDDERS

More than one Bid from an individual, firm, partnership, corporation or association under the same or different names will not be considered. Reasonable grounds for believing that a Bidder is interested in more than one bid for the same work will cause the rejection of all bids in which such Bidders are believed to be interested.

RECEIPT AND OPENING OF BIDS

Bids will be opened publicly at the time and place stated in the Solicitation Documents. The Procurement

Manager, whose duty it is to open them will decide when the specified time has arrived, and no Bids received thereafter will be considered. No responsibility will be attached to any agency representative for the premature opening of a Bid not properly addressed and identified. At the date and time of the Bid opening, the Bids will be read out loud.

LITIGATION, ADMINISTRATIVE PROCEEDING, OR ALTERNATE DISPUTE RESOLUTION

Each Bidder submitting a response understands, confirms, and certifies that the Bidder and Associated

Business Entity are not currently a party to any litigation, administrative proceeding, or alternative dispute resolution that is adverse to the Owner regarding interpretation of the terms of the Owner’s

Agreement for Construction Contract and incorporated Conditions. Bidders that are a party to such litigation, administrative proceeding, or alternative dispute resolution will be deemed to have a conflict of interest with the Owner and, therefore, not responsive. Further, the Owner will not enter a contract for construction with any party who subsequently enters into any litigation, administrative proceeding, or alternative dispute resolution that is adverse to the Owner, until such adverse relationship is resolved either by agreement or by final non-appealable order of a court.

DISQUALIFICATION OF BIDS

Any or all Bids will be rejected if there is reason to believe that collusion exists among the Bidders and no participants in such collusion will be considered in future bids for the same work. Falsification of any entry made on the Bid will be deemed a material bid deviation and will be grounds for rejection.

REJECTION OF BIDS

Owner reserves the right to reject any and all bids under any of the circumstances prescribed in Rule 60D-

5.0071, Florida Administrative Code (F.A.C.), or if the low-qualified bid exceeds the Project construction budget. If all bids are rejected, Owner may rebid the Project or proceed in any other manner to commence work on the Project as authorized by law.

DETERMINATION OF SUCCESSFUL BIDDER

All projects except where competitive bidding is waived under the provisions of Rule 60D-5.008, F.A.C., will be publicly bid in accordance with the provisions herein. Award of contract will be made to the responsive and responsible bidder, determined to be qualified in accordance with the provisions herein and meeting the requirements of the bidding documents, that submits the lowest valid bid for the work. The lowest bid will be determined as follows:

The lowest bid will be the bid from the responsive and responsible bidder that has submitted the lowest price for the base bid or the base bid plus the additive alternates or less the deductive alternates chosen by the Agency to be included in or excluded from the proposed contract, taken in numerical order listed in the bid documents. The order of the alternates may be selected by the Agency in any sequence so long as such acceptance out of order does not alter the designation of the low bidder.

The Commission shall only consider responsible companies. Responsible companies are those that have, in the sole judgment of the Commission, the financial ability, experience, resources, skills, capability, reliability and business integrity necessary to meet the requirements of the contract. The Commission may also consider references and quality to determine the responsibility of the bid. The Commission reserves the right to use any information, whether supplied through the Bidder’s submission or obtained, in determining responsibility.

NOTICE AND PROTEST PROCEDURES

a. Notification

1. Bid Solicitation: Owner shall provide notice of its decision or intended decision concerning the terms of an ITB by distribution of ITB Documents.

2. Contract Award: Notice of a decision or intended decision on contract award or Bid rejection shall be given by electronic posting. The posted bid results will remain posted for a period of seventy-two (72) hours, not including weekends or State holidays.

b. Protest

1. Any person who is affected adversely by Owner's decision or intended decision shall file with

Owner a notice of protest in writing to efile@myfwc.com within 72 hours, excluding Saturday, Sunday and State legal holidays, after (i) receipt of the ITB Documents if the protest is directed toward the ITB Documents, or (ii) notice of Owner's decision or intended decision on contract award or Bid rejection if the protest is directed toward contract award or Bid rejection.

2. Thereafter, a formal written protest by petition in compliance with Section 120.57(3), F.S., and

Rule 28-110, F.A.C., must be filed with Owner within ten (10) days after the date the notice of protest was filed.

3. Failure to file a timely notice of protest or a timely formal written protest petition shall constitute a waiver of protest proceedings. Any protest filed prior to posting of the Bid tabulation or receipt of the notice of the agency decision or intended decision will be considered abandoned unless renewed within the time limit provided for protests.

c. Owner Action

1. Upon receipt of a protest that has been timely filed, Owner shall delay the contract award process until the subject of the protest is resolved by mutual agreement between the parties or by final

Owner action, unless Owner sets forth in writing particular facts and circumstances which require the continuation of the solicitation process or the contract award process without delay to avoid an immediate and serious danger to public health, safety, or welfare; provided, however, mailto:efile@myfwc.com that if the petition is not filed within the time stated above, the contract award process may continue as if the notice of protest had not been filed.

2. Upon receipt of the formal written protest petition which has been timely filed, Owner shall attempt to resolve the protest by mutual agreement between the parties within 7 days, excluding

Saturday, Sunday and legal State holidays.

3. If the protest is not resolved by mutual agreement within said seven (7) days, and if no disputed issue of material fact is involved, Owner may designate a Hearing Officer who shall conduct an informal proceeding pursuant to Section 120.57(2), F.S. The qualifications of such designated

Hearing Officer shall be: (i) a member in good standing of The Florida Bar; or (ii). a person knowledgeable by virtue of practical experience of the procedures relating to soliciting and evaluating Bids for state contracts. Notice of informal proceedings shall be given no less than three days prior to the proceeding.

4. If the protest is not resolved by mutual agreement within said seven (7) days and if there is a disputed issue of material fact, the protest shall be referred to the Division of Administrative

Hearings of Department of Administration, State of Florida, for proceedings under Section

120.57(1), F.S.

REQUIREMENTS FOR CONTRACT AWARD

Prior to being awarded a contract, a low Bidder will be required to satisfy the qualification requirements established in Rule 60D-5, F.A.C. Failure to strictly meet and follow all such requirements may result in disqualification for the contract award.

The low responsive Bidder must provide to Owner.

1. Within two (2) working days after notification via posting of the agency intended decision of low bid, evidence of Bidder’s ability to provide the necessary performance and payment bonds for the project by providing a letter of intent from a surety company meeting the requirements of B-12 titled: the

Surety Companies Acceptable to the State section above.

2. After posting of the agency intended decision and prior to entering the Contract, evidence of insurance in effect, equal to or exceeding the limits required in the Contract Documents.

Owner will have fourteen (14) days from receipt of each document to determine whether the Bidder is qualified for the contract award. Should the Bidder be disqualified, its bid will be rejected and the Bidder submitting the next low responsive and responsible bid will be given seven (7) working days to submit its qualification data.

Other requirements may be set forth in the Supplementary Terms and Conditions.

SECTION C. CONTRACT CONDITIONS

PERFORMANCE BOND AND LABOR AND MATERIAL PAYMENT BOND

The contractor shall furnish the Owner’s Contract/Project Manager with a 100% Performance Bond and

100% Labor and Material Payment Bond for any contracts in excess of $100,000 and shall be written by a

Surety Company acceptable to Owner and authorized to do business in the State of Florida and signed by a Florida Licensed Resident Agent. Contractors are required to furnish replacement bonds in the event of cancellation of the original Performance Bond and Labor and Material Payment Bond. The bonds shall be substantially in the form shown in EXHIBITS 6 and 7.

The cost of all Performance Bonds and Labor and Material Payment Bonds shall be borne by the Contractor.

The bonds shall be accompanied by a duly authenticated or certified document evidencing that the person executing the bonds on behalf of the Surety had the authority to do so on that date of the bond. In the usual case, conferring of that authority has occurred prior to the date of the bond, and the document showing the date of appointment and enumeration of powers of the person executing the bond is accompanied by a certification that the appointment and powers have not been revoked and remain in effect. The date of that certification shall be dated the same date as the bonds and the bonds shall be dated the same date as the

Contract.

EXECUTION OF CONTRACT AND BONDS

Contractor shall sign and return the Contract within five (5) calendar days of receipt. Failure to return the signed Contract within five (5) calendar days of receipt, without an extension by Owner otherwise, may constitute an irregularity and deemed grounds, at Owner's option, for rejection and forfeiture of the Bid

Deposit or at Owner's option, for the deduction on a day-for-day basis from the time allotted for final completion of the work under the Contract.

Execution of Contract

• If Contractor is a corporation, the Contract shall be executed in the name of the entity by a duly authorized officer and shall bear the corporate seal. It may be signed for the corporation by the

President and attested by the Secretary; if signed for the Corporation by any other officer than the

President, the signature of such officer signing shall be attested by the Secretary, and the executed agreement shall be accompanied by a duly authenticated document bearing the seal of the corporation, quoting the section of the by-laws of the corporation authorizing the Board of Directors to designate such officer and copy of the resolution designating and authorizing him to execute on behalf of the corporation. That document must contain a statement that the authority is in effect on the date of the execution of the contract and may not be dated earlier than the date of the execution of the Contract. The same officer may not execute the Contract and authenticate the document of authority.

• If the Contractor is a limited liability company (LLC), the Contract shall be executed by a managing member or manager of the company.

• If the Contractor is a firm or Company owned by an individual, the agreement shall be executed in the name of the firm or company by the manual signature of the individual or sole proprietor.

• If Contractor is a partnership, the Contract shall be executed in the name of the partnership by a general or managing partner.

Execution of Performance Bond and Labor and Material Payment Bond

The Performance Bond and Labor and Material Payment Bond shall be executed on behalf of Contractor in the same manner and by the same person who executed the Contract.

INSURANCE

During the term of the Contract, Contractor, at its sole expense, shall maintain insurance coverage of such types and with such terms and limits as may be reasonably associated with the Contract. Providing and maintaining adequate insurance coverage is a material obligation of the Contractor, and failure to maintain such coverage may void the Contract. The limits of coverage under each policy maintained by

Contractor shall not be interpreted as limiting Contractor’s liability and obligations under the Contract.

The Contractor shall not make any change to, or cancel, any insurance coverage without the Commission’s prior approval. Should any cancellation occur, and new coverage is not immediately obtained, the

Commission shall have the right to suspend the Work until such coverage is obtained; the Commission shall not be deemed to cause any delay or incur any or cost for such suspension.

The Contractor and Subcontractor shall purchase and maintain such Insurance from a company or companies licensed to do business in the State of Florida.

All insurance certificates meet the following requirements:

1. The Certificates shall provide that the Florida Fish and Wildlife Conservation Commission, 1875

Orange Ave. E., Tallahassee, FL 32311, are additional insureds for the purposes of general liability and automobile liability for the Contract Term and shall reference the solicitation number.

2. Evidence of insurance shall include the telephone number, name, and address of the insurance agent, the policy of insurance and all required endorsements.

3. No endorsement shall impose limitations on, or provide for exclusions from, the coverage provided to the Commission that differs from the coverage provided to the primary named insured under the respective policy of insurance.

4. All insurance required under the Contract shall be primary and in favor of the Commission without any joint coverage requirements or co-primary requirements.

5. In the event applicable law requires that any such insurance be co-primary, the Contractor agrees to obtain and pay for a specific endorsement naming all of its insurance as primary and applicable insurance of the Commission as secondary.

6. Policies of insurance providing the coverages required under the Contract shall contain a provision prohibiting the cancellation or modification of such insurance without thirty (30) days’ prior written notice to the Commission and the Contractor’s surety.

Workers Compensation

To the extent required by Chapter 440, F.S., the Contractor will either be self-insured for Worker’s

Compensation claims or will secure and maintain during the life of this Contract, Workers’ Compensation

Insurance for all of its employees connected with the work of this project, with minimum employers’ liability limits of $100,000.00 per accident, $100,000.00 per person, and $500,000.00 policy aggregate.

Such policy should cover all employees engaged in any contract work. If any work is subcontracted, the

Contractor shall require the subcontractor similarly to provide Workers’ Compensation Insurance for all of the latter’s employees unless such employees are covered by the protection afforded by the Contractor.

Such self-insurance program or insurance coverage shall comply fully with the Florida Workers’

Compensation law (Chapter 440, F.S.). In case any class of employees engaged in hazardous work under this Contract is not protected under Workers’ Compensation statutes, the Contractor shall provide, and cause each subcontractor to provide, adequate insurance satisfactory to the Commission, for the protection of its employees not otherwise protected. Employers who have employees who are engaged in work in Florida must use Florida rates, rules, and classifications for those employees.

General Liability Insurance

Unless Contractor is a state agency or subdivision as defined by Subsection 768.28(2), F.S. or unless otherwise provided for in the Contract, the Contractor shall provide reasonable and adequate Commercial

General Liability Insurance coverage. A self-insurance program established and operated under the laws of the State of Florida may provide such coverage.

The Contractor shall maintain during the life of this Contract Commercial General Liability for damages because of bodily injury or property damage that may arise from operation under this Contract whether such operations are by Contractor or by anyone directly or indirectly employed by him, and the amount of such insurance shall be the minimum limits as follows:

Contractor's Commercial General Liability Coverage including Bodily Injury/Property Damage, Personal

Injury, Advertising Injury, Products & Completed Operations: $1,000,000, Each Occurrence $2,000,000, General Aggregate.

Automobile Liability Coverage

The Contractor shall take out and maintain during the life of this Agreement Commercial Automobile

Liability for damages because of bodily injury or property damage that may arise from operation under this Agreement whether such operations are by Contractor or by anyone directly or indirectly employed by him, and the amount of such insurance shall be the minimum limits as follows:

Bodily Injury & Property Damage, including hired and non-owned $1,000,000, Combined Single Limit.

Coverage shall apply on an occurrence basis.

Insurance Required for Performance

During the Contract term, the Contractor shall maintain any other types and forms of insurance required for the performance of this Contract.

If applicable, the Contractor shall secure and maintain during the life of this Agreement a "Builder's Risk

Policy," All Risks Form, issued on a completed valued basis. Installation Floaters and other Inland Marine

Forms may be utilized where applicable and are in the best interest of the State of Florida. All Builder's

Risk insurance shall include windstorm coverage, and flood coverage where applicable. Longshoremen’s and Harbormaster’s Insurance and Jones Act insurance in an amount sufficient to cover Contractor’s forces shall be secured, if applicable. Project specific insurance requirements are located in the

Supplementary Terms and Conditions.

Exclusion of the Commission from Liability

Notwithstanding any other provision of the Contract Documents, should the Contractor sustain loss or be damaged by act or omission of a Separate Contractor or Subcontractor, the Commission shall not be liable for any such loss or damage and the Contractor shall not be entitled to obtain any monetary relief from the Commission to compensate for such loss or damage, but shall be limited to such recovery as is otherwise available at law from persons or entities other than the Commission.

Indemnification Rider

The Contractor's Liability Policy(ies) shall provide an indemnification and a waiver of subrogation or hold harmless rider to cover the indemnification and hold harmless agreement required under the Contract.

Written Verification of Insurance

Upon execution of this Contract, the Contractor shall provide the Commission written verification of the existence and amount for each type of applicable insurance coverage. Within fifteen (15) days of the effective date of the Contract, Contractor shall furnish proof of applicable insurance coverage to the

Commission’s Contract Manager by standard Association for Cooperative Operations Research and

Development (ACORD) form certificates of insurance. In the event that any applicable coverage is cancelled by the insurer for any reason, the Contractor shall immediately notify the Commission’s

Contract Manager in writing of such cancellation and shall obtain adequate replacement coverage conforming to the requirements herein and provide proof of such replacement coverage within fifteen (15) business days after the cancellation of coverage.

Loss Deductible Clause

The Commission shall be exempt from, and in no way is liable for, any sums of money representing a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the

Contractor providing such insurance.

SCHEDULE OF CONTRACT VALUES

The Contractor shall, within ten (10) calendar days from date of Contract, submit to the Contract/Project

Manager for approval one copy of a Schedule of Contract Values (EXHIBIT 15) which will reflect the estimated cost of each subdivision of work of each specification section, further detailed by the

Subcontractor item. The value of each item shall include a true proportionate amount of Contractor's overhead and profit. The sum of all such scheduled values shall equal the Contract Sum as evidenced by the Contract.

NOTICE TO PROCEED WITH PERMITTING AND CONSTRUCTION

Once the Contract is fully executed, the Contractor will be given a notice to secure and pay for all required permits (EXHIBIT 8) from all agencies with jurisdiction over the area in which the Project is located and to pay all required connection fees from all agencies supplying utilities to the Project.

Special permits may be necessary before construction can start. If additional time is required, the

Contractor will request approval of a time extension for good cause for the purpose of obtaining any permit required prior to commencing construction on the site.

Upon paying for all required connections and securing all necessary permits, the Contractor shall notify the Owner and the Notice to Proceed with Construction (EXHIBIT 9) will be issued.

PUBLIC NOTICE

Immediately following receipt of Notice to Proceed with Construction, Contractor shall post a notice in the following form in a conspicuous place on the Project site:

“Notice is hereby made to all those concerned and affected that (Contractor's Name) is performing

(Project Name, Bid Number at Project Location).

All parties furnishing labor, materials and/or equipment to said project are to provide notice of such in writing by certified mail to Florida Fish and Wildlife Conservation Commission at the (Owner's

Address) within twenty (20) calendar days of first providing such labor, materials and/or equipment.”

TIME OF COMPLETION AND LIQUIDATED DAMAGES

The work to be performed under the Contract shall (i) be commenced within ten (10) calendar days after date of Notice to Proceed with Construction; (ii) attain Substantial Completion by the time set forth in the

“Supplementary Terms and Conditions” (the “Substantial Completion Date”), and (iii) be finally complete by the time set forth in the “Supplementary Terms and Conditions” (the “Final Completion Date”).

Because failure to complete the Project in a timely basis will result in substantial injury to Owner, and as damages arising from such failure cannot be calculated with any degree of certainty, it is hereby agreed that if Substantial Completion does not occur by the Substantial Completion Date,…