ITB-2018-0341_Exhibit_8_PUR-F-502_Standard_Construction_Agreement_DRAFT.pdf

PUR-F-502 Rev. 3/2018

City of Casselberry | Finance Department | Procurement Division 95 Triplet Lake Drive, Casselberry, Florida 32707

Phone: 407-262-7700, Ext. 1142 | Fax: 407-262-7746 Tracking Number

ITB-2018-0341

PW 1409 Casselton Drive Improvements

STANDARD CONSTRUCTION AGREEMENT

BETWEEN

CITY OF CASSELBERRY, FLORIDA

AND

[CONTRACTOR]

Phone: 407-262-7700, Ext. 1142 | Fax: 407-262-7746 Tracking Number

ITB-2018-0341

TABLE OF CONTENTS

ARTICLE TITLE PAGE NUMBER

1.00 Extent of Agreement and Definitions 4

2.00 Scope of Work 8

3.00 Contract Time 8

4.00 Contract Sum 9

5.00 Progress Payments 9

6.00 The Engineer 14

7.00 The Owner 16

8.00 The Contractor 16

9.00 Subcontractors 23

10.00 Grant Funding Compliance (NOT APPLICABLE) 23

11.00 Miscellaneous Provisions 24

12.00 Protection of Persons and Property 27

13.00 Insurance 28

14.00 Changes in the Work 31

15.00 Correction of Work 33

16.00 Termination and Suspension of Work; Correction of Work 35

17.00 Severability 37

18.00 Compliance with State and Local Requirements 37

19.00 Assignment of Contract 38

20.00 Non-Appropriations 39

21.00 Employment Eligibility Verification (E-Verify) 39

22.00 Project Managers 39

23.00 Equal Opportunity Employer 40

24.00 Owner as Municipal Corporation 40

25.00 Administrative Provisions 40

26.00 Arms-Length Negotiations 40

27.00 Integration/Amendment 40

28.00 Non-Exclusive Agreement 40

29.00 Ownership and Rights in Data 40

30.00 Mediation 41

31.00 Counterparts 41

EXHIBIT TITLE PAGE NUMBER

A Scope of Work 43 B Pricing Schedule and Technical Requirements 44 C Certification Regarding Scrutinized Companies 45 D Drawings 46 E Change Order 47 F Payment Bond 48 G Performance Bond 50 H Notice to Proceed 52

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ITB-2018-0341

PW 1409 Casselton Drive Improvements

EXHIBIT TITLE PAGE NUMBER

I Application for Payment 53 J Certification of Substantial Completion 56 K Certification of Completion 58 L Contractor’s Release of Lien 59 M Contractor’s Final Release of Lien 61 N Geotechnical Engineering Report 63

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ITB-2018-0341

PW 1409 Casselton Drive Improvements

STANDARD CONSTRUCTION AGREEMENT

THIS AGREEMENT is made by and between the CITY OF CASSELBERRY, a municipal corporation existing under the laws of the State of Florida, 95 Triplet Lake Drive, Casselberry, Florida 32707, hereinafter referred to as the “OWNER”, and <INSERT FULL NAME AND ADDRESS WITH NO ABBREVIATIONS>, hereinafter referred to as the “CONTRACTOR”.

W I T N E S S E T H:

WHEREAS, the CITY has competitively solicited for PW1507 North WTP High Service Pump Replacement Project, pursuant to ITB-2018-0304; and

WHEREAS, the CONTRACTOR has exhibited by its response to the solicitation that it is capable of providing the required services; and

WHEREAS, the CONTRACTOR has exhibited by its response to the solicitation that it is capable of providing the required services.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and provisions contained herein, the parties agree as follows:

ARTICLE 1.00 EXTENT OF AGREEMENT AND DEFINITIONS

The CONTRACTOR accepts the relationship of trust and confidence established between it and the OWNER by this Agreement. The CONTRACTOR covenants with the OWNER to furnish its skill and judgment and to cooperate with the OWNER and OWNER’s employees in furthering the interests of the OWNER. The CONTRACTOR agrees to furnish efficient business administration and superintendence and use its efforts to complete the Project in the most expeditious and economical manner consistent with the Contract Documents and with the interest of the OWNER.

1.01 The Construction Team

The OWNER, OWNER’s Contact Person, Engineer and the CONTRACTOR, called the “Construction Team”, shall work jointly through final construction completion and shall be available thereafter should additional services be required in accordance with this Agreement.

1.02 Extent of Agreement

This Agreement, consisting of the contract documents as defined herein, between the OWNER and the CONTRACTOR supersedes any prior negotiations, representations or agreements. This Contract shall not be superseded by any provision of any of the other Contract Documents and may be amended only by written instrument signed by both OWNER and CONTRACTOR.

It is the intention of this Contract to utilize the City of Casselberry, Florida – Utilities Standards & Specifications Manual which is incorporated by reference, May 2011 or subsequent version.

Division I “General Requirements and Covenants, Division II “Construction Details” and Division III “Materials” are incorporated by reference to Florida Department of Transportation, Standard Specifications for Road and Bridge Construction, 2018 or subsequent version. (Add grant requirements, if applicable], Phone: 407-262-7700, Ext. 1142 | Fax: 407-262-7746 Tracking Number

ITB-2018-0341

In case of any conflict within these referenced documents, the terms contained in this Contract shall prevail.

Wherever the term “Department” is utilized in the referenced F.D.O.T. Specification it shall be interpreted to mean “OWNER” as defined herein. Additionally, the terms “Director” and “Engineer” shall be interpreted to mean the “City of Casselberry Engineer.”

1.03 Review of Agreement

The OWNER and the CONTRACTOR hereby acknowledge that they have fully reviewed this document, its attachment and addenda, and have had the opportunity to consult legal counsel of their choice in the negotiation of this Document. The parties cooperated in the preparation of this document and it shall not be construed against any party as if said party prepared the draft of this document.

1.04 Total Contract

This document incorporates and includes all negotiations, correspondence, conversations, other agreements or understandings applicable to the matters contained herein and the parties agree that there are no commitments, warranties or understandings concerning the subject matter of this agreement that is not contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements whether oral or written.

1.05 Definitions and Applicable Standards, Specifications, and Grant Funding Regulations.

A. Whenever used in this Agreement or other Contract Documents, the following terms shall have the meanings indicated:

1. Application for Payment: The form accepted by the OWNER which is to be used by the CONTRACTOR in requesting progress or final payments and which is to include such supporting documentation as is required by the Contract Documents. For purposes of this Contract, the CONTRACTOR shall use American Institute of Architects (AIA) Document G702-1992 Application and Certification for Payment, and AIA G703-1992, Continuation Sheet as the standard Application for Payment forms.

2. Bid: The offer or bid of the CONTRACTOR submitted on the prescribed form setting forth the prices for the Work to be performed.

3. Bonds: Bid, performance and payment bonds and other instruments of security.

4. Certificate of Insurance: The approved Certificates of Insurance furnished by the party required to furnish such insurance pursuant to this Contract or his carrier or carriers to guarantee that each of the parties are insured in accordance with the terms of this Contract.

5. Change Order: A written document agreed to by the CONTRACTOR and approved by the OWNER, or a written order issued by the Engineer and acknowledged by the OWNER and the CONTRACTOR, authorizing a change in the Work, adjustment in the Contract Price or the Contract Time.

6. Contract Documents: The official documents setting forth the entire agreement to include: bid information, requirements and contractual obligations for the Project and includes the Invitation to Bid, the General Conditions, the Supplemental General Conditions, the Scope of Work, ITB Addenda, Standard Instructions and Special Instructions for Vendors, Plans, Drawings, Exhibits, General Requirements, Technical Specifications, Bid Forms, Record of Award by Board, Bonds, Notice of Award, Notices(s) to Proceed, Supplements, Representations and Certifications, Certificates, Project Forms, Closeout Forms, Purchase Order(s), Change Order(s), Field Order(s), and any additional documents the submission of which is required by this Project.

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ITB-2018-0341

PW 1409 Casselton Drive Improvements

The City of Casselberry’s Utilities Standards & Specifications Manual, is incorporated by reference, May 2011 or subsequent version, Division I “General Requirements and Covenants, Division II “Construction Details” and Division III “Materials” are incorporated by reference to Florida Department of Transportation, Standard Specifications for Road and Bridge Construction, 2018 or subsequent version, [ENTER ORDER APPLICABLE STANDARDS OR REGULATIONS (i.e. grants, etcetera) HERE], and all Modifications issued subsequent thereto.

7. Contract Time: The original time between commencement and completion, including any milestone dates thereof, as established in this Contract, as may be amended by Change Order.

8. Contractor: The person, firm, or corporation with whom the CITY has contracted and who is responsible for the acceptable performance of the Work and for the payment of all legal debts pertaining to the Work herein. All references in the Contract Documents to third parties under contract or control of Contractor shall be deemed to be a reference to Contractor.

9. Correction Period: The time during which the CONTRACTOR must correct defective Work or remove defective Work from the site and replace it with non-defective Work, all at no cost to the OWNER, pursuant to Paragraph 12.11 of the General Conditions, as supplemented.

10. Day: The term Day as used in the Contract Documents shall mean calendar day unless otherwise specifically designated.

11. Excusable Delay: Any delay beyond the control and without the fault or negligence of the CONTRACTOR, the OWNER, or any other contractor caused by events or circumstances such as, but not limited to, acts of God or of the public enemy, acts of interveners, acts of government other than the OWNER, fires, floods, epidemics, quarantine restrictions, freight embargoes, and hurricanes, tornadoes, or new sink holes. Labor disputes shall give rise only to an inexcusable delay. The sole remedy for Excusable Delay shall be an extension of time and in no circumstances shall additional compensation be paid for such Delays.

12. Field Order: A written order issued by ENGINEER which orders minor changes in the Work in accordance with paragraph 8.3 but which does not involve a change in the Contract Price or the Contract Time.

13. Float or Slack Time: The time available in the progress schedule during which an unexpected activity can be completed without delaying the Substantial Completion of the Work. Float is not for the exclusive benefit of any one party to the project.

14. Inexcusable Delay: Any delay caused either (i) by events or circumstances within the control of the CONTRACTOR, such as inadequate crewing, slow submittals, etc., which might have been avoided by the exercise of care, prudence, foresight, or diligence on the part of the CONTRACTOR, or (ii) by labor disputes.

15. Non-Prejudicial Delay: Any delay impacting a portion of the Work within the available total float or slack time and not necessarily preventing completion of the Work within the Contract Time.

16. Notice to Proceed: Written notice to Contractor authorizing the Commencement of the activities or work identified in the notice or as described in the Contract Documents.

17. Partial Utilization: Placing a portion of the Work in service for the purpose for which it is intended (or a related purpose) before reaching Substantial Completion for all the Work.

18. Plans or Drawings: The official graphic representations of this Project that are a part of the Contract Documents.

19. Project: The entire construction Project as presented in the Contract Documents, including the Work described herein.

20. Specifications or Technical Specifications: The directions, provisions, and requirements contained in the Project Manuals and Contract Documents together with all written agreements made, or to be made, pertaining to the method and manner of performing the Work, or the quantities and qualities of material and which are to be furnished under the Contract Documents.

21. Subcontractor: A person, firm or corporation having a direct contract with Contractor including one who furnishes material worked to a special design according to the Contract Documents, but does not include

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ITB-2018-0341

PW 1409 Casselton Drive Improvements one who merely furnishes Materials not so worked.

22. Substantial Completion: The date, as certified in writing by Consultant and as finally determined by

Contract Administrator in its sole discretion, on which the Work, or a portion thereof, is at a level of completion in substantial compliance with the Contract Documents such that all conditions of permits and regulatory agencies have been satisfied and the CITY or its designee can enjoy use or occupancy and can use or operate it in all respects for its intended purpose. A Certificate of Occupancy (or a Temporary Certificate of Occupancy (TCO) or other alternate municipal authorization for limited or conditional occupancy acceptable to the Contract Administrator) must be issued for Substantial Completion to be achieved, however, the issuance of a Certificate of Occupancy or the date thereof are not to be determinative of the achievement or date of Substantial Completion.

23. Surety: The surety company or corporate body which is bound by the performance bond with and for the CONTRACTOR who is primarily liable, and which surety company or individual is responsible for Contractor’s acceptable performance of the Work under this contract and for the payments of all debts pertaining thereto in accordance with Section 255.05, Florida Statutes.

24. Work: The construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by Contractor to fulfill Contractor’s obligations. The Work may constitute the whole or a part of the Project.

B. Applicable Standards, Specifications and Regulations. The following standards, specifications and/or regulations are hereby incorporated herein by reference:

1. City of Casselberry, Florida – Utilities Standards & Specifications Manual, is incorporated by reference, May 2011 or subsequent version.

2. Division I “General Requirements and Covenants, Division II “Construction Details” and Division III

“Materials” are incorporated by reference to Florida Department of Transportation, Standard Specifications for Road and Bridge Construction, 2018 or subsequent version.

1.06 Execution, Correlation and Intent

A. A minimum of one (1) copy of this Agreement shall be signed by the OWNER and the CONTRACTOR.

B. By executing the Agreement, the CONTRACTOR represents that he has visited the site, familiarized himself with the local conditions under which the Work is to be performed, and correlated his observations with the requirements of the Contract Documents. Familiarity with local conditions shall include, without limitation,

(1) the condition and layout of the Project Site and surrounding locale, (2) available labor supply and costs, (3) available subcontractor and suppliers, (4) the prevailing climate, including the impact of rain, (5) available material and equipment and cost, and (6) other similar issues. CONTRACTOR shall make no Claim for additional time or money based upon its failure to comply with this paragraph.

C. The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work. The Contract Documents are complementary, and what is required by any one (1) shall be as binding as if required by all. Work not covered in the Contract Documents will not be required unless it is consistent therewith and is reasonably inferable therefrom as being necessary to produce the intended results. Unless a contrary meaning is clearly indicated within the Contract Documents, words and abbreviations which have well known technical or trade meanings are used in the Contract Documents in accordance with such recognized meanings.

D. The organization of the Specifications into divisions, sections and articles, and the arrangement of Drawings shall not control the CONTRACTOR in dividing the Work among Subcontractors or in establishing the extent of the Work to be performed by any trade.

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ITB-2018-0341

PW 1409 Casselton Drive Improvements

ARTICLE 2.00 SCOPE OF WORK

Contractor hereby agrees to furnish all of the labor, materials, equipment, services, and incidentals necessary to perform all of the Work described in the Contract Documents and related thereto for the Project.

ARTICLE 3.00 CONTRACT TIME

3.01 Time is of the essence throughout this Contract. The Work to be performed under this Contract shall commence with the Specified Date of Commencement and, subject to authorized adjustments, Substantial Completion shall be achieved no later than [ENTER WRITEEN AND NUMERICAL NUMBER OF DAYS]) consecutive calendar days after the issuance of the Notice to Proceed. Project completion shall be no later than [ENTER WRITTEN AND NUMERICAL NUMBER DAYS]) consecutive calendar days after the issuance of the Notice to Proceed.

3.02 The CONTRACTOR’s Substantial Completion of the work to be performed, if prior to the [ENTER WRITTEN AND

NUMERICAL DAYS) consecutive calendar days after the date of specified date of commencement as set forth herein, shall not be the basis for any claim for additional compensation by the CONTRACTOR against the OWNER.

3.03 Start. The CONTRACTOR shall begin the Work on the Specified Date of Commencement in accordance as outlined in the issued Notice to Proceed. The CONTRACTOR shall carry the Work forward expeditiously with adequate forces and shall achieve Substantial Completion of the Project within the Contract Time.

3.04 Upon failure of Contractor to obtain Substantial Completion within the deadline stated in Section 3.2, plus approved time extensions, Contractor shall pay to City the sum of One thousand five hundred eighty-five Dollars ($1,584.00) for each calendar day after the deadline for Substantial Completion, plus any approved time extensions, until Substantial Completion is obtained. After Substantial Completion, should Contractor fail to complete the remaining Work within the deadline stated in Section 3.2, plus approved time extensions thereof, Contractor shall pay to City the sum of seven hundred ninety-two Dollars ($792.00) for each calendar day after the deadline for Final Completion, plus any approved extensions, until Final Completion is obtained. These amounts are not penalties but are liquidated damages to City for its inability to obtain full beneficial use/occupancy of the Project. Liquidated damages are hereby fixed and agreed upon between the Parties, recognizing the impossibility of precisely ascertaining the amount of damages that will be sustained by City as a consequence of such delay, and both Parties desiring to obviate any question of dispute concerning the amount of said damages and the cost and effect of the failure of Contractor to complete this Contract on time. The above-stated liquidated damages shall apply separately to each portion of the Project for which a deadline for completion is given.

3.05 City is authorized to deduct liquidated damages from monies due to Contractor for the Work under this Contract or as much thereof as City may, in its sole discretion, deem just and reasonable.

3.06 Contractor shall be responsible for reimbursing the CITY, in addition to liquidated damages, for all costs incurred by Consultant in administering the construction of the Project beyond the completion date specified above, plus approved time extensions. Consultant construction administration costs shall be pursuant to the contract between CITY and Consultant, a copy of which is available upon request of the Contract Administrator. All such costs shall be deducted from the monies due Contractor for performance of Work under this Contract by means of unilateral credit Change Orders issued by CITY as costs are incurred by Consultant and agreed to by CITY.

3.07 Extensions to the Contract Time for delays caused by the effects of inclement weather shall be submitted as a request for a change in the Contract Time. These time extensions are justified only when rains or other inclement

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ITB-2018-0341

PW 1409 Casselton Drive Improvements weather conditions or related adverse soil conditions result in Contractor being unable to work at least fifty percent (50%) of the normal workday on controlling items of work identified on the accepted schedule or updates due to adverse weather conditions.

ARTICLE 4.00 CONTRACT SUM

4.01 This is a Unit Price Contract: (SELECT UNIT PRICE OR LUMP SUM, AS APPLICABLE)*

A. CITY shall pay to Contractor the amounts determined for the total number of each of the units of work completed at the unit price stated in the schedule of prices bid. The number of units contained in this schedule is an estimate only, and final payment shall be made for the actual number of units incorporated in or made necessary by the Work covered by the Contract Documents.

B. Payment shall be made at the unit prices applicable to each integral part of the Work. These prices shall be full compensation for all costs, including overhead and profit, associated with completion of all the Work in full conformity with the requirements as stated or shown, or both, in the Contract Documents. The cost of any item of Work not covered by a definite Contract unit price shall be included in the Contract unit price or lump sum price to which the item is most applicable.

4.02 This is a Lump Sum Contract:*

A. The amount to be paid under this Agreement for services rendered will not exceed <INSERT WRITTEN WORDS> and <XX>/100 Dollars (<INSERT NUMERICAL AMOUNT IN PARENTHESES>) for the term of this Agreement, in accordance with the pricing schedule set forth in Exhibit “B” which is attached hereto and made a binding part hereof.

B. Payment shall be at the lump sum price stated in this Contract. This price shall be full compensation for all costs, including overhead and profit, associated with completion of all the Work in full conformity with the requirements as stated or shown, or both, in the Contract Documents. The cost of any item of Work not covered by a definite Contract lump sum should be included in the lump sum price to which the item is most applicable.

*Note: Only the subsections corresponding to any checked box in this Article 4 will apply to this Contract.

Some Projects include both unit prices and lump sums, in which case all subsections shall apply as appropriate depending upon the type of Work being performed by Contractor and approved by the CITY.

ARTICLE 5.00 PROGRESS PAYMENTS

5.01 Payment Record

Based upon Applications for Payment submitted by the CONTRACTOR to the Engineer with a copy to the OWNER Contact Person, and Certificates for Payment issued by the Engineer pursuant to this Article, the OWNER shall make progress payments on account of the Contract Sum to the CONTRACTOR as provided in the Contract Documents for the period ending five (5) working days before the end of the month in accordance with the procedure delineated in this Article.

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ITB-2018-0341

PW 1409 Casselton Drive Improvements

5.02 Schedule of Values and Work Schedule

Before the first Application for Payment, the CONTRACTOR shall submit to the Engineer a schedule of values allocated to the various portions of the Work, prepared in such form and supported by such data to substantiate its accuracy as the Engineer may require. This schedule, unless objected to by the OWNER or the Engineer shall be used only as a basis for the CONTRACTOR’s Applications for Payment. In addition to the schedule of values, the CONTRACTOR shall also submit to the Engineer, the required work schedules as set forth in Paragraph 8.14 of this Agreement. No progress payment shall be made by the OWNER unless the CONTRACTOR strictly complies with the provisions of this section.

5.03 Payment Estimate; Submittal and Disposition

The CONTRACTOR shall be required to submit a completed Certification of Previous Payment to Subcontractors form with each request for partial payment estimate. Failure to submit this required certification will result in the request for partial payment being rejected and returned to the CONTRACTOR.

By the twenty-fifth (25th) of the month, the CONTRACTOR will submit to the Engineer with a copy to the OWNER Contact Person a partial payment estimate filled out, signed and notarized by the CONTRACTOR covering the Work performed during the month covered by the partial payment estimate and supported by such data as the OWNER, Engineer or the OWNER Contact Person, may reasonably require. If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at or near the site, the partial payment estimate shall also be accompanied by such supporting data, satisfactory to the OWNER and the Engineer, as will establish the OWNER’s title to the material and equipment and protect his interest therein, including applicable insurance. The Engineer will within twenty (20) days (excluding Saturdays, Sundays and holidays) after receipt of each partial payment estimate do one of the following: 1) indicate in writing his approval of payment and present the partial payment estimate together with a certificate for payment to the OWNER; 2) submit to the OWNER a Certificate for Payment for partial payment recommending payment by the OWNER of such other amounts as the Engineer shall consider is due the CONTRACTOR, informing the CONTRACTOR, the OWNER and the Engineer of the reason for his recommendation; or 3) return the partial payment estimate to the CONTRACTOR indicating in writing his reasons for refusing to approve payment. In the latter two instances, the CONTRACTOR may make the necessary corrections and resubmit the partial payment estimate. The OWNER will within fifteen (15) days of approval by the Engineer of a certificate of payment, pay the CONTRACTOR a progress payment on the basis of the approved partial payment estimate.

5.04 Issuance of Certificate for Payment; Representations

The issuance of Certificate of Payment by the Engineer will constitute a representation to the OWNER, based on his observations at the site and the data comprising the Application for Payment, that the Work has progressed to the point indicated; that, to the best of his knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents (subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to the results of any subsequent tests required by or performed under the Contract Documents, to minor deviations from the Contract Documents correctable prior to completion, and to any specific qualification stated in his Certificate) and that the CONTRACTOR is entitled to payment in the amount certified. However, by issuing a Certificate for Payment, the Engineer shall not be deemed to represent that he has made exhaustive or continuous on-site inspections to check the quality or quantity of the Work or that he has reviewed the construction means, methods, techniques, sequences or procedures, or that he has made any examination to ascertain how or for what purpose the CONTRACTOR has used the monies previously paid on account of the Contract Sum. Issuance of Certificate of Payment does not constitute a waiver of the OWNER’s

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PW 1409 Casselton Drive Improvements rights under Paragraph 5.15.

A. Retainage Payment - Except as State Law or current Local Ordinance otherwise provides, the OWNER shall retain ten percent (10%) of the amount of each payment until final completion and acceptance of all Work covered by the Contract Documents. The OWNER after fifty percent (50%) of the Work has been completed, if he finds that satisfactory progress is being made, may elect to not withhold retainage on the remaining payment estimates, provided that the total retainage on all amounts paid averages five percent (5%) or greater. When the Work is Substantially Complete as set forth herein, the retained amount may be further reduced below five percent (5%) to only that amount necessary to assure completion as provided for in the Contract Documents. The OWNER may reinstate up to ten percent (10%) withholding if the OWNER determines, at his discretion, that the CONTRACTOR is not making satisfactory progress or there is other specific cause for such withholding. Substantial Completion of a portion of the Work does not entitle the CONTRACTOR to a reduction in retainage on the portion which is substantially complete.

5.05 Payments Withheld

A. Engineer Declining to Issue Certificate for Payment The Engineer may decline to certify payment and may withhold his Certificate in whole or in part, to the extent reasonably necessary to protect the OWNER, if in his opinion he is unable to make representations to the OWNER as provided in Paragraph 5.04, or in order to protect the OWNER as provided in 5.05. If the Engineer is unable to make representations to the OWNER as provided in Paragraph 5.04 and to certify payment in the amount of the Application, or he is unable to certify payment in the amount of the application to protect the OWNER as provided in 5.05, he will notify the CONTRACTOR as provided in Subparagraph 5.03. If the CONTRACTOR, OWNER Contact Person and the Engineer cannot agree on a revised amount, the Engineer will promptly issue a Certificate for Payment for the amount for which he is able to make such representations to the OWNER. The Engineer may also decline to certify payment or, because of subsequently discovered evidence or subsequent observations, he may nullify the whole or any part of any Certificate for Payment previously issued or require a bond satisfactory to the OWNER to substitute for such nullification, to such extent as may be necessary in his opinion, to protect the OWNER from loss from the following, including but not limited to:

1. Defective work not remedied;

2. Third party claims filed or reasonable evidence indicating probable filing of such claims;

3. Failure of the CONTRACTOR to make payments properly to Subcontractors for labor, materials or equipment;

4. Reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum;

5. Damage to the OWNER or another CONTRACTOR;

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

7. Persistent failure to carry out the Work in accordance with the Contract Documents;

8. Failure of CONTRACTOR to maintain records as per Paragraph 2.01(M).

When the above grounds in Paragraph 5.05 are removed, payments shall be made for amounts withheld because of them.

5.06 Inclusion of Materials and Equipment in Estimates

As provided for in Paragraph 5.03, payments may be made on account of materials or equipment not incorporated in the Work but delivered and suitably stored at the site and, if approved in advance by the OWNER, payments

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PW 1409 Casselton Drive Improvements may similarly be made for materials or equipment suitably stored at some other location agreed upon in writing.

Payments for materials or equipment stored on or off the site shall be conditioned upon submission by the CONTRACTOR of bills of sale or such other procedures satisfactory to the OWNER to establish the OWNER’s title to such materials or equipment or otherwise protect the OWNER’s interest, including applicable insurance and transportation to the site for those materials and equipment stored off the site. The CONTRACTOR shall be responsible for proper storage of the material and for providing protection from loss of materials or any damage.

5.07 Liens

The CONTRACTOR warrants that title to all Work, materials and equipment covered by an Application for Payment will pass to the OWNER either by incorporation in the construction or upon the receipt of payment by the CONTRACTOR, whichever occurs first, free and clear of all liens, claims, security interests or encumbrances, hereinafter referred to in this Paragraph 5.07 as “liens”; and that no Work, materials or equipment covered by an Application for Payment will have been acquired by the CONTRACTOR, or by any other person performing Work at the site or furnishing materials and equipment for the Project, subject to an agreement under which an interest therein or an encumbrance thereon is retained by the seller or otherwise imposed by the CONTRACTOR or such other person.

5.08 Payments to Subcontractors

The CONTRACTOR shall be required to submit a completed certification of previous payment to subcontractors form with each request for partial payment estimate. Failure to submit the required certification will result in the request for partial payment estimate being rejected and returned to the CONTRACTOR.

The CONTRACTOR shall promptly pay each Subcontractor, upon receipt of payment from the OWNER, out of the amount paid to the CONTRACTOR on account of such Subcontractor’s Work, the amount to which said Subcontractor is entitled, reflecting the percentage actually retained, if any, from payments to the CONTRACTOR on account of such Subcontractor’s Work less any back charges or other items specified in the between the CONTRACTOR and Subcontractor. The CONTRACTOR shall, by an appropriate agreement with each Subcontractor, require each Subcontractor to make payments to his Subcontractors in similar manner. Nothing hereby shall be deemed to make subcontractors, material-men, or other supplies of labor or materials to be parties to this contract, third party beneficiaries thereof, or create privity in any way with the OWNER, either equitable or legal in nature.

5.09 Subcontractors - Obligations of the OWNER

The OWNER shall not have any obligation to pay or to see to the payment of any moneys to any Subcontractor or Sub-subcontractor except as may otherwise be required by this Contract or law.

5.10 Reserved

5.11 Payment Upon Substantial Completion

Upon Substantial Completion of the Work and upon application by the CONTRACTOR and certification by the Engineer, the OWNER shall make payment, if any, for such Work as provided in the Contract Documents.

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PW 1409 Casselton Drive Improvements

5.12 Procedures for Final Completion Certificate for Payment

Following the Engineer’s issuance of the Certificate of Substantial Completion of the Work, and the CONTRACTOR’s completion of the Work, the CONTRACTOR shall forward to the Engineer a final Application for Payment. Upon receipt, the Engineer will make any necessary evaluations, and will make necessary inspection.

When the Engineer finds the Work acceptable under the Contract Documents and the Contract fully performed, the Engineer will issue a Certificate for Payment which will approve the final payment due the CONTRACTOR. This approval will constitute a representation that, to the best of the Engineer’s knowledge, information and belief, and on the basis of observations and inspections, the Work has been completed in accordance with the Terms and Conditions of the Contract Documents and that the entire balance found to be due the CONTRACTOR, and noted in said Certificate, is due and payable. The Engineer’s approval of said project Certificate for Payment will constitute a further representation that the conditions precedent to the CONTRACTOR being entitled to final payment as set forth in Paragraph 5.13 have been fulfilled.

5.13 Conditions Precedent to Final Payment

The final payment shall not become due until the CONTRACTOR submits to the Engineer: 1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the OWNER or his property might in any way be responsible, have been paid or otherwise satisfied; 2) consent of surety to final payment; 3) if required by this Contract or applicable law or ordinance, other data establishing payment or satisfaction of all such obligations, such as receipts, releases and waivers of liens arising out of the Work, to the extent and in such form as may be designated by the OWNER; 4) items as required by Paragraph 2.01(13) of this Contract; If any Subcontractor refuses to furnish a release or waiver required by the OWNER, the CONTRACTOR may furnish a bond satisfactory to the OWNER to indemnify OWNER against any such lien. If any such lien remains unsatisfied after all payments are made and a bond satisfactory to the OWNER to indemnify OWNER against any such lien is not provided by the CONTRACTOR, the CONTRACTOR shall pay on demand to the OWNER all moneys that the OWNER may be compelled to pay in discharging such lien, including all costs and reasonable attorney’s fees.

5.14 Delay Between Substantial and Final Completion

If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the CONTRACTOR or by the issuance of Change Orders affecting final completion, and the Engineer so confirms, the OWNER shall, upon application by the CONTRACTOR, certified by the Engineer and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, the written consent of the surety to the payment of the balance due, for that portion of the Work fully completed and accepted, shall be submitted by the CONTRACTOR to the Engineer prior to certification of such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claims.

5.15 Final Payment - Waiver of Claims by the OWNER

The making of Final Payment shall constitute a waiver of all claims by the OWNER except those arising from:

1. Unsettled liens;

2. Faulty or defective work appearing after final payment;

3. Failure of the work to comply with the requirements of the Contract Documents; or

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ITB-2018-0341

PW 1409 Casselton Drive Improvements

4. An error in partial or final payment.

5.16 Final Payment - Waiver of Claims by the CONTRACTOR

The acceptance of final payment shall constitute a waiver of all claims by the CONTRACTOR except those previously made in writing and identified by the CONTRACTOR as unsettled at the time of the final Application for Payment.

5.17. Interest Rate

Payments due under the Contract Documents shall conform to the stipulations set forth in the State of Florida’s Prompt Payment Act (Section 218.70, Florida Statutes). Said Act stipulates in part that the OWNER may only be charged a 1% per month, 12% per annum maximum lifetime, on any outstanding balances due the CONTRACTOR.

ARTICLE 6.00 THE ENGINEER

6.01 Responsibilities

The Engineer will provide administration of the Contract Documents as hereinafter described.

6.02 Representation

The Engineer and the OWNER Contact Person will be the OWNER’s Representative in all phases of the Project.

The Engineer will advise and consult with the OWNER. Unless otherwise provided in the Contract Documents, the OWNER’s instructions to the CONTRACTOR shall be forwarded through the Engineer. The Engineer will have authority to act on behalf of the OWNER only to the extent provided in the Contract Documents, unless otherwise modified by written instrument signed by the OWNER.

6.03 Site Visits

The Engineer will visit the site at intervals appropriate to the stage of construction to familiarize himself generally with the progress and quality of the Work and to determine in general if the Work is proceeding in accordance with the Contract Documents. However, the Engineer will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work.

6.04 Construction Methods

The Engineer, the OWNER Contact Person or any other employee of the OWNER will not be responsible for or have control or charge of construction means, methods, techniques, sequences or procedures, except as mandated by the Contract Documents, or for safety precautions and programs in connection with the Work, and will not be responsible for the CONTRACTOR’s failure to carry out the Work in accordance with the Contract Documents. The Engineer, the OWNER Contact Person or any other employee of the OWNER will not be responsible for or have control or charge over the acts or omissions of the CONTRACTOR, Subcontractors, Sub-subcontractors, or any of their agents or employees, or any other persons performing any of the work.

6.05 Access to Site

The Engineer and the OWNER Contact Person shall at all times have reasonable access to the Work wherever it is

Phone: 407-262-7700, Ext. 1142 | Fax: 407-262-7746 Tracking Number

ITB-2018-0341

PW 1409 Casselton Drive Improvements in preparation and progress. The CONTRACTOR shall provide facilities for such reasonable access so the Engineer and the OWNER Contact Person may perform their functions under the Contract Documents.

6.06 Interpreter

The Engineer will be the interpreter of the requirements of the Contract Documents and the judge of the performance thereunder of the CONTRACTOR.

6.07 Reasonable Time

The Engineer will render interpretations necessary for the proper execution or progress of the Work, with reasonable promptness and in accordance with any time limit agreed upon. The CONTRACTOR may make written request to the Engineer for such interpretations. The decision of the Engineer shall be final and binding upon the

CONTRACTOR.

6.08 Claims Decisions

Claims, disputes and other matters in question between the CONTRACTOR and the OWNER shall be referred initially to the OWNER Contact Person for review. The OWNER Contact Person shall make a recommendation to the Engineer, and after consultation with all parties, the Engineering will render a decision in writing with reasonable promptness. The decision of the Engineer shall be final and binding.

6.09 Reasonable Intent

All interpretations and decisions of the Engineer shall be consistent with the intent of and reasonably inferable from the Contract Documents and will be in writing or in the form of drawings. In his capacity as interpreter and judge, he will endeavor to secure faithful performance and will not be liable for the result of any interpretation or decision rendered in good faith in such capacity.

6.10 Reject Work

The Engineer will have authority to reject Work which does not conform to the Contract Documents. Whenever, in the Engineer’s opinion, it is considered necessary or advisable for the implementation of the intent of the Contract Documents, the Engineer will have authority to require special inspection or testing of the Work in accordance with Paragraph 11.08 whether or not such Work be installed or completed. However, nothing shall give rise to any duty or responsibility of the Engineer or the OWNER Contact Person to the CONTRACTOR, any Subcontractor, any of their agents or employees, or any other person performing any of the Work due to the Engineer’s authority to act nor any decision made in good faith to exercise or not to exercise such authority.

6.11 Change Orders

The Engineer will take appropriate action on Change Orders in accordance with Article 14.00 and will have authority to order minor changes in the Work as provided in Paragraph 14.05.

ARTICLE 7 THE OWNER

Phone: 407-262-7700, Ext. 1142 | Fax: 407-262-7746 Tracking Number

ITB-2018-0341

7.01 Permits and Fees

Unless otherwise modified by the Special Provisions, the OWNER shall pay for permits, governmental fees, licenses and inspections necessary to the proper execution and completion of the Work and which may be legally required to complete the project.

7.02 Rights of Way and Easements

The OWNER shall provide for necessary rights of way or easements, which are required for the construction of the project.

7.03 Furnish Information

Information under the OWNER’s control shall be furnished by the OWNER with reasonable promptness to avoid delay in the orderly progress of the Work.

7.04 Drawings and Specifications

The CONTRACTOR will be furnished, free of charge, two (2) full size copies of Drawings for the execution of the Work. Additional copies of the drawings/plans may be purchased from the OWNER by the CONTRACTOR at his expense.

ARTICLE 8.00 CONTRACTOR

8.01 Review of Contract Documents

The CONTRACTOR shall carefully study and compare the Contract Documents and shall at once report to the Engineer and the OWNER Contact Person any error, inconsistency or omission he may discover. The OWNER shall not be liable for damages resulting where the CONTRACTOR knew or should have known of such error, inconsistency or omission and nevertheless proceeded without informing the OWNER. Unless otherwise provided for by the Contract Documents, the CONTRACTOR shall perform no portion of the Work at any time without completed Contract Documents for such portion of the Work including Construction Drawings and Construction Specifications and, where required, approved Shop Drawings or Samples for such portion of the Work.

8.02 Supervision of Work and Construction Documents

The CONTRACTOR’s services and responsibilities shall include, but are not limited to, those described herein. The services described shall not be deemed to constitute a comprehensive specification having the effect of excluding services not specifically mentioned as follows:

A. The CONTRACTOR shall supervise and direct the Work, using his best skill and attention. He shall be solely responsible for all construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract. The CONTRACTOR agrees to furnish all the necessary labor, materials, equipment, tools and services necessary to perform and complete in an acceptable manner all work required for the construction of the Project, in strict compliance with the Contract Documents.

B. Acquaint subcontractors and sub-subcontractors, if any, with the schedule and stress items of work and materials that are critical to the program.

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ITB-2018-0341

PW 1409 Casselton Drive Improvements

C. Discuss the schedule with potential subcontractors of work before awarding any subcontracts and review each potential subcontractor’s submission and qualifications with regard to the ability of each of the potential subcontractors to perform the work in a good and workmanlike manner and to complete the work in the time set forth in the Contract Documents.

D. Require Subcontractors as a term of their respective Subcontracts to agree to meet the project schedule which applies to each of them.

E. If applicable, advise the Engineer and OWNER Contact Person on the separation of the project into subcontracts for various categories of work. Provide, in such separation, that the work of the subcontractors is coordinated, all requirements for the project have been assigned to appropriate subcontractors or provided by the CONTRACTOR, and proper coordination has been provided for construction.

F. Provide administrative, management, supervision, and related services as required to coordinate work of the Subcontractors with each other and with the activities and responsibilities of the Construction Team to complete the Project in accordance with the Contract Documents. Provide sufficient organization, personnel, management and supervision to carry out the requirements of the Work.

G. Provide cash flow forecast report and updates as needed for the Contract Sum and incorporate approved changes as they occur.

H. Maintain cost accounting records on authorized Work performed under unit costs, additional work performed on the basis of actual costs of labor and materials, other Work requiring accounting records, or allowance costs for materials and any associated labor.

I. Provide a safety program prior to construction start for the Project subject to Engineer’s and OWNER Contact Person’s review and coordinate the Subcontractor’s participation in the safety program.

J. Be responsible for construction means, methods, techniques, sequences and procedures employed by it and Subcontractors in the performance of the Work and for the failure of it or of any Subcontractor to carry out Work in accordance with the Contract Documents.

A. Consult with the Engineer and OWNER Contact Person for interpretations of the meaning and intent of the Drawings and Specifications. Consult with the Engineer and OWNER Contact Person for interpretations of the meaning and intent of the Drawings and Specifications.

B. Receive, review, and approve all Shop Drawings, Product Data, Samples and other submittals from the Subcontractors. Coordinate them with information contained in related contract documents and transmit approved submittals consistent with the Contract Documents to the Engineer. Samples will be provided by the CONTRACTOR to the Engineer for approval. Thereafter, samples will be maintained by the CONTRACTOR.

C. The CONTRACTOR shall maintain at the site for the OWNER one…