ITB20261468_Sample_Standard_Construction_Agreement_7.16.26.pdf

City of Casselberry | Procurement and Contract Management Division 95 Triplet Lake Drive, Casselberry, Florida 32707

Phone: 407-262-7700, Ext. 1142 | procurement@casselberry.org General Construction Agreement

ITB-2026-1468 PW 2516 GEE CREEK EROSION CONTROL PROJECTS

PF-502 7/2026 1

ITB-2026-1468

PW 2516 GEE CREEK EROSION CONTROL PROJECTS

CONTRACT BETWEEN

CITY OF CASSELBERRY, FLORIDA

AND

CONTRACTOR

mailto:procurement@casselberry.org

PF-502 7/2026 2

TABLE OF CONTENTS

ARTICLE TITLE

1 Extent of Agreement and Definitions 2 Scope of Work 3 Contract Time 4 Contract Sum 5 Progress Payments 6 The Owner’s Representative 7 The Owner 8 Contractor 9 Communications 10 Open 11 Protection of Persons and Property 12 Insurance and Bonds 13 Changes in the Work 14 Correction of Work/Warranty 15 Termination and Suspension of Work; Claims 16 Standard Requirements 17 Grants, Special Disaster Relief and Recovery Provisions

EXHIBIT

A Plans and Drawings B Pricing Schedule - Workbook C Change Order D Payment Bond E Performance Bond F Notice to Proceed G Application for Payment H Certification of Substantial Completion I Certification of Completion J Contractor’s Release of Lien K Contractor’s Final Release of Lien L Contractor E-Verify Affidavit M Contractor Certification Regarding Scrutinized Companies N Affidavit of Compliance with Foreign Entity Laws O Foreign Country of Concern Attestation P Affidavit of Compliance with Anti-Human Trafficking Laws

PF-502 7/2026 3

GENERAL 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 “Contractor Name and Address”, hereinafter referred to as the

“CONTRACTOR”.

W I T N E S E T H:

WHEREAS, the CITY has competitively solicited ITB-2026-1468 PW 2516 Gee Creek Erosion Control Projects; and

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

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

1.01 The Construction Team

The OWNER and the Owner’s Representative (if applicable) 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.

The Contractor accepts the relationship of trust and confidence established with the OWNER by this Agreement. He Covenants with the Owner to furnish his best skill and judgement and to cooperate with the Construction Team in furthering the interests of the Owner. He agrees to furnish efficient business administration and superintendence and to use his best efforts to perform the Work in the best and soundest way and in the most expeditious and economical manner consistent with the interests of the Owner.

1.02 Contract Documents

This Agreement, General and Special Conditions, and supplemental documents comprise 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.

1.03 Supplemental Documents

The Contractor understands that the documents identified below are incorporated by reference and become an integral part of this contract:

a) The City of Casselberry’s solicitation documents and Contractor’s response.

b) The City of Casselberry – Utilities Standards, Specifications Manual and Easement Agreements.

c) Special Disaster Relief and Recovery Provisions – Federal Emergency Management (FEMA)

Required Documents.

PF-502 7/2026 4

1.04 Execution, Correlation and Intent

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

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same document.

B. The Contract documents shall be followed in strict accordance as to work, performance, material, and dimensions except when the Owner’s Representative may authorize, in writing, an exception, in which case the City shall be notified.

C. 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.

D. The Article and paragraph headings are inserted herein for convenience and reference only, and in no way define, limit, or otherwise describe the scope or intent of any provision hereof.

1.05 Definitions

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 Owner’s Representative and acknowledged by the OWNER and the CONTRACTOR, authorizing a change in the Work, adjustment in the Contract Price or the Contract Time.

6. Claims: means a demand or assertion by one of the parties seeking, as a matter of right, adjustment or interpretation of the Contract Documents, payment of money, extension of time or other relief with respect to the Contract Documents or Project. The term “Claim” also includes other disputes and matters in question between the City and Contractor arising out of or relating to the Contract Documents. Claims must be initiated by written notice in strict accordance with the Contract Documents. The responsibility for substantiating Claims shall rest with the Party making the Claim. All Claims submitted by Contractor must comply with the requirements herein and shall be substantiated with documented evidence or the claim forfeited as a false claim and conclusively waived and released.

7. Construction Engineering & Inspection (CEI): CEI services refers to the person or professional firm hired to manage the contract administration, inspection, and materials sampling and testing for the term of the construction project. May also be referred to as the Owner’s Representative.

8. 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

PF-502 7/2026 5

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.

9. 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.

10. 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.

11. 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.

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

13. Excusable Delay: Contractor’s sole remedy for Excusable Delay is an extension of the Contract Time for each day of critical path delay, but only if the pre-requisites and notice requirements set forth below in this Article have been timely and properly satisfied. An excusable delay is one that (i) directly impacts critical path activity delineated in the Project Schedule and extends the time for completion of the Work; (ii) could not reasonably have been mitigated by Contractor, including by re-sequencing, reallocating or redeploying and/or increasing the amount of its forces to other portions of the Work; and (iii) is caused by circumstances beyond the control and due to no fault of Contractor or its Subcontractors, material persons, Suppliers, or Vendors, including, but not limited to, force majeure events such as fires, floods, labor disputes, epidemics, quarantine restrictions, hurricanes, or similar events beyond the control and due to no fault of the Contractor (“Excusable Delay”). If two or more separate events of Excusable Delay are concurrent with each other, Contractor shall only be entitled to an extension of time for each day of such concurrent critical path delay, and Contractor shall not be entitled to double recovery thereon. For illustration purposes only, if two events of Excusable Delay are concurrent for two days, Contractor shall only receive a time extension of a total of two days, and not four days.

14. Field Order: A written order issued by the OWNER which orders minor changes in the Work in accordance, but which does not involve a change in the Contract Price or the Contract Time.

15. 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.

16. 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.

17. 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.

18. 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.

19. Owner: The City of Casselberry.

20. Owner’s Project Representative: The Owner’s Project Representative, also referred to as the

Owner’s Representative, is the Owner’s Agent, who will act as directed by and under the supervision of the Owner, and who will confer with the Owner, Architect, or Engineer, as

PF-502 7/2026 6

applicable. The CEI may be contracted as the Owner’s Project Representative.

21. 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.

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

Contract Documents.

23. Punch List: means the list or lists prepared by Contractor, incorporating input provided by the

City or Consultant, identifying matters that remain to be completed to achieve Substantial Completion and to be completed between achievement of Substantial Completion and Final Completion in order that Final Completion can be declared by City to have occurred.

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

25. 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.

26. 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 one who merely furnishes Materials not so worked.

27. Substantial Completion: The date when the Work, as certified in writing by the Consultant, and determined by the City in its sole discretion, has been developed, designed, engineered and constructed in accordance with the Contract Documents such that all conditions of permits and regulatory agencies have been satisfied and the Project is ready for occupancy, utilization and continuous commercial operation for the uses and purposes intended by the City, without material interference from incomplete or improperly completed Work and with only minor punch list items remaining to be completed, all as reasonably determined by the City and evidenced by (1) the issuance of a Certificate of Occupancy or Certificate of Completion by the authority having jurisdiction; (2) the issuance of a Certificate of Substantial Completion by the Consultant;

and (3) acceptance of such Certificate of Substantial Completion by the City pursuant to the Contract Documents.

28. 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.

29. 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.

30. Supporting Documents: Supplemental documents are identified and incorporated herein by reference, including but not limited to, City of Casselberry Utilities Standards & Specifications, FDOT Standards for Road Construction (2018), Federal Emergency Management Assistance Requirements and all Exhibits referenced in this Contract.

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.

PF-502 7/2026 7

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 is subject to authorized adjustments.

Substantial Completion shall be achieved no later than Seventy (70) consecutive calendar days upon the issuance of the Notice to Proceed. Final completion at Fifteen (15) consecutive calendar days after substantial completion.

3.02 The CONTRACTOR’s Substantial Completion of the work to be performed, if prior to the One Hundred

Eighty (180) 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 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 Subsection 3.01, plus approved time extensions, Contractor agrees to pay to the CITY, as Liquidated Damages, the amounts specified herein consistent with the Florida Department of Transportation, Standard Specifications for Road and Bridge Construction, July 2022 (FDOT Specifications), for each calendar day after the deadline for Substantial Completion, plus any approved time extensions, until Substantial 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 liquidated damages shall apply separately to each portion of the Project for which a deadline for completion is given.

Applicable liquidated damages are the amounts established in the following schedule:

Original Contract Amount Daily Charge Per Calendar Day

$299,999 and under……………………………………..…… $904 $300,000 but less than $2,000,000………………………..$1,685 $2,000,000 but less than $5,000,000……………………...$2,667 $5,000,000 but less than $10,000,000………………….…$3,813 $10,000,000 but less than $20,000,000……….…………..$5,021 $20,000,000 but less than $40,000,000……….…………..$7,442 $40,000,000 and over………………………………..……$10,224 plus 0.00005 of any amount over $40 million (Round to nearest whole dollar)

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 Owner’s Representative in administering the construction of the Project beyond the completion date specified above, plus approved time extensions. Owner’s Representative’s construction administration costs shall be pursuant to the contract between CITY and Owner’s Representative, a copy

PF-502 7/2026 8

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 Owner’s Representative and agreed to by CITY.

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

A. Payment. The Owner shall pay the Contractor the contract sum in current funds for the Contractor’s performance of the Contract. The contract sum shall be Dollars in Words and 00/100 (Dollars in Numbers), subject to additions and deductions as provided in the contract documents.

B. Alternates. If any, are included in the Contract Sum.

C. Unit Prices. Unit prices, if any, are reflected in the Contractor’s Bid.

ARTICLE 5.00 PROGRESS PAYMENTS

5.01 Payment Record

Based upon Applications for Payment submitted by the CONTRACTOR to the OWNER or Owner’s Representative and Certificates for Payment issued by the OWNER or Owner’s Representative 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.

5.02 Schedule of Values and Work Schedule

Before the first Application for Payment, the CONTRACTOR shall submit to the OWNER or Owner’s Representative 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 OWNER may require. This schedule, unless objected to by the OWNER 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 OWNER, the required project work schedule. 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 Disbursement of Previous Periodic Payment (700-010-38) 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.

PF-502 7/2026 9

By the twenty-fifth (25th) of the month, the CONTRACTOR will submit to the OWNER with a copy to the Owner’s Representative 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, or the Owner’s Representative, 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, as will establish the OWNER’s title to the material and equipment and protect his interest therein, including applicable insurance. The Owner’s Representative 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 Owner’s Representative shall consider is due the CONTRACTOR, informing the CONTRACTOR and the OWNER and 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 Owner’s Representative 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 Owner’s Representative 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 Owner’s Representative 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 rights under this Section.

Retainage - Except as State Law otherwise provides, the OWNER shall withhold five percent (5%) of the amount of each progress payment as retainage.

5.05 Payments Withheld

A. The Owner’s Representative 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 herein, or in order to protect the OWNER. If the Owner’s Representative is unable to make representations to the OWNER 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, he will notify the CONTRACTOR.

B. If the CONTRACTOR, Owner’s Representative, and the OWNER cannot agree on a revised amount, the Owner’s Representative will promptly issue a Certificate for Payment for the amount for which he

PF-502 7/2026 10

is able to make such representations to the OWNER. The Owner’s Representative 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.

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

5.06 Inclusion of Materials and Equipment in Estimates

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 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 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 Disbursement of Periodic Previous Payment to Subcontractors form (700-010-38) 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.

PF-502 7/2026 11

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 Payment Upon Substantial Completion

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

5.11 Procedures for Final Completion Certificate for Payment

Following the Owner’s Representative issuance of the Certificate of Substantial Completion of the Work, and the CONTRACTOR’s completion of the Work, the CONTRACTOR shall forward to the Owner’s Representative a final Application for Payment. Upon receipt, the Owner’s Representative will make any necessary evaluations, and will make necessary inspection. When the Owner’s Representative finds the Work acceptable under the Contract Documents and the Contract fully performed, the Owner’s Representative 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 Owner’s Representative 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 Owner’s Representative 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 Subsection 5.13 have been fulfilled.

5.12 Conditions Precedent to Final Payment

The final payment shall not become due until the CONTRACTOR submits to the OWNER or the Owner’s Representative: 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, and other documentation 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 herein 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

PF-502 7/2026 12

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.

5.13 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 a Contract modification (Change Order) affecting final completion, the OWNER shall, upon application by the CONTRACTOR, certified by the OWNER 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 OWNER 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.

5.14 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

4. An error in partial or final payment.

5.15 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.

ARTICLE 6.00 THE OWNER’S REPRESENTATIVE

6.01 Responsibilities

The Owner’s Project Representative, hereinafter referred to as Owner’s Representative, will provide administration of the Contract Documents as hereinafter described.

6.02 Representation

The Owner’s Representative will be involved in all phases of the Project. The Owner’s Representative 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 Owner’s Representative.

The Owner’s Representative 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 Owner’s Representative 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 Owner’s Representative

PF-502 7/2026 13

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 Owner’s Representative 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 Owner’s Representative 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 Owner and the Owner’s Representative shall at all times have reasonable access to the Work wherever it is in preparation and progress. The CONTRACTOR shall provide facilities for such reasonable access so the Owner’s Representative may perform their functions under the Contract Documents.

6.06 Interpreter

The Owner’s Representative 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 Owner’s Representative 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 Owner’s Representative for such interpretations. The decision of the Owner’s Representative 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’s Representative for review. The Owner’s Representative shall make a recommendation to the OWNER, and after consultation with all parties, the OWNER will render a decision in writing with reasonable promptness.

6.09 Reasonable Intent

All interpretations and decisions of the Owner’s Representative 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 Rejection of Work

The OWNER will have authority to reject Work which does not conform to the Contract Documents.

PF-502 7/2026 14

Whenever, in the Owner’s Representative opinion, it is considered necessary or advisable for the implementation of the intent of the Contract Documents, the Owner’s Representative will have authority to require special inspection or testing of the Work whether or not such Work be installed or completed.

However, nothing shall give rise to any duty or responsibility of the OWNER to the CONTRACTOR, any Subcontractor, any of their agents or employees, or any other person performing any of the Work due to the Owner’s Representative’s authority to act nor any decision made in good faith to exercise or not to exercise such authority.

6.11 Testing and Inspection

A. If the Contract Documents, laws, ordinances, rules, regulations or orders of any public authority having jurisdiction require any portion of the Work to be inspected, tested or approved, the CONTRACTOR shall give the OWNER and the OWNER’s Representative timely notice of its readiness so the OWNER and Owner’s Representative may, observe such inspection, testing or approval. The OWNER shall bear all costs of such inspections, tests or approvals unless otherwise provided in the Contract Documents.

B. If the Owner’s Representative determines that any Work requires special inspection, testing, or approval, the OWNER will instruct the CONTRACTOR to order such special inspection, testing or approval, and the CONTRACTOR shall give the OWNER timely notice of readiness of the Work for testing. If the testing or approval is to be made by an authority other than City, timely notice shall be given of the date fixed for such testing. Testing shall be made promptly, and, where practicable, at the source of supply. If any of the Work should be covered up without approval or consent of OWNER, it must, if required by the OWNER, be uncovered for examination, and properly restored at Contractor’s expense.

C. If such special inspection or testing reveals a failure of the Work to comply with the requirements of the Contract Documents, the CONTRACTOR shall bear all costs thereof, otherwise the OWNER shall bear such costs, including any additional costs incurred by CONTRACTOR and an appropriate Change Order shall be issued.

D. Required certificates of inspection, testing or approval shall be secured by the CONTRACTOR and promptly delivered by him to the OWNER and Owner’s Representative.

E. If the OWNER or Owner’s Representative wishes to observe the inspections, tests or approvals required by the Contract Documents, they will do so promptly and, if they so desire, at the source of supply.

6.12 Interpretation of Plans

On all plans, the figured dimensions shall govern in case of discrepancy between the scale and figures.

The CONTRACTOR shall take no advantage of any known or discovered error or omission in the plans or of any discrepancy between the Plans and Specifications. The CONTRACTOR shall not proceed when in doubt to any dimension or measurement and shall request clarification from the Owner’s Representative for fulfillment of the intent of the Plans and Specifications.

ARTICLE 7.00 THE OWNER

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. Application for permits and payment of permit fees required by Seminole County are the responsibility of the Contractor.

PF-502 7/2026 15

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 Owner’s Representative 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 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

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. In addition to the other responsibilities set forth herein, the CONTRACTOR shall have the following responsibilities pursuant to the contract document. The services described shall not be deemed to constitute a comprehensive specification having the effect of excluding services not specifically mentioned herein.

1. 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.

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

PF-502 7/2026 16

3. If applicable, advise the Owner’s Representative and OWNER 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.

4. 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.

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

6. 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.

7. Provide a safety program prior to construction start for the Project subject to Owner’s Representative review and coordinate the Subcontractor’s participation in the safety program.

8. 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.

9. Consult with the Owner’s Representative for interpretations of the meaning and intent of the Drawings and Specifications. Consult with the Owner’s Representative for interpretations of the meaning and intent of the Drawings and Specifications.

10. 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 Owner’s Representative. Samples will be provided by the CONTRACTOR to the OWNER for approval. Thereafter, samples will be maintained by the CONTRACTOR.

C. The CONTRACTOR shall be responsible to the OWNER for the acts or omissions of his employees, subcontractors, sub-subcontractors, their agents and employees, as well as other persons performing any of the Work under a contract with the CONTRACTOR. References in the Contract Documents to the acts or omissions of the CONTRACTOR shall include the acts and omissions of his employees, subcontractors, sub-subcontractors, their agents and employees, as well as any other persons performing the Work under contract with the CONTRACTOR.

D. The CONTRACTOR shall not be relieved from his obligations to perform the Work in accordance with the Contract Documents by the activities or duties of the Owner’s Representative in his administration of the Contract Documents, or by inspections, tests or approvals required or performed by persons other than the CONTRACTOR.

E. The CONTRACTOR shall provide and maintain in a neat and uniform condition, such accommodations for the use of his employees as may be necessary to comply with the requirements of the State Board of Health.

F. The CONTRACTOR shall conduct his work so as to interfere as little as possible with business or public travel. He shall, at his own expense, whenever necessary or required, maintain barricades, maintain lights, and take such other precautions as may be necessary to protect life and property, and he shall be liable for all damages occasioned in any way by his act or neglect or that of his agents or employees.

PF-502 7/2026 17

G. The CONTRACTOR shall see that his activities and the activities of his Subcontractors shall meet any applicable noise abatement performance standards for dewatering pumps, air compressors and other construction equipment as set forth in the Seminole County and/or City of Casselberry Noise Ordinance, if applicable.

H. Precaution shall always be exercised for the protection of persons and property. The safety provisions of applicable laws shall be observed. Machinery, equipment, and other hazards shall be guarded in accordance with the safety provisions of the F.D.O.T. Specifications, to extent that such provisions are consistent with applicable law and with the scope of work herein.

I. The CONTRACTOR shall submit for OWNER approval a Maintenance of Traffic Plan prior to the beginning of construction. The Maintenance of Traffic Plan shall be approved by the OWNER or the Owner’s Representative.

J. As applicable to the project, the CONTRACTOR shall have a responsible person available near the work site on a twenty-four (24) hour basis, seven (7) days a week, in order that he may be contacted in case of emergencies in compliance with Section 5-8.3 of the F.D.O.T. Standard Specifications for Road and Bridge Construction. This responsible person’s name and phone number will be provided to the Florida Highway Patrol and local law enforcement agencies for contact in case of emergency.

K. The…