CONSTRUCTION AGREEMENT

MEDIAN HOLIDAY LIGHTS PHASE 3C

ITB No.: TBD

Contractor: ______________________________

Contract Price: ___________________________

This Construction Agreement (the “Agreement”) is entered into on _________________, 2026 by and between the CITY OF DANIA BEACH, FLORIDA, a Florida municipal corporation (the “City” or “Owner”), and the contractor identified above (“Contractor”).

This Construction Agreement (the “Agreement”) is entered into by and between the CITY OF DANIA BEACH, FLORIDA, a Florida municipal corporation (the “City” or “Owner”), and the contractor identified above (“Contractor”).

RECITALS

A. The City issued the Invitation to Bid identified above for the Median Holiday Lights Phase 3C project (the “Project”).

B. Contractor submitted the lowest responsive and responsible bid selected by the City, and the City Commission authorized award of the Project to Contractor.

C. The parties desire to state the terms under which Contractor will furnish and complete the Work.

NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:

ARTICLE 1

CONTRACT DOCUMENTS; BIDDER ACKNOWLEDGMENT;

ORDER OF PRECEDENCE

1.1 Contract Documents. The “Contract Documents” consist of this Agreement; executed amendments and Change Orders; the City Commission award resolution; the ITB and all City-issued addenda; the Special Conditions; the Scope of Work; the technical specifications, including Section 01012, Measurement and Payment; the plans and drawings, including Exhibits C and G;

the permit review comments and requirements, including Exhibits E and F; the City-issued bid forms and schedules; the Performance Bond and Payment Bond; the Notice to Proceed; and Contractor’s accepted Bid, subject to Section 1.3. The Contract Documents are incorporated into and made a part of this Agreement.

1.2 Bidder Review and Acceptance. This Agreement is included in and forms a material part of the ITB. By submitting its Bid, Contractor acknowledges that it reviewed and accepted the Contract Documents, had the opportunity to request clarification before bid opening, and included in its Bid all costs necessary to perform the Work. The award and execution of this Agreement are not an opportunity to renegotiate the Contract Documents. Any exception or qualification must have been expressly identified in Contractor’s Bid and accepted by the City in writing before award. Nothing in this Section prevents the parties from executing a subsequent amendment or Change Order in accordance with this Agreement.

1.3 Limited Effect of Contractor’s Bid. Contractor’s Bid is incorporated only to establish the Contract Price, accepted unit prices, proposed personnel and subcontractors, and representations concerning Contractor’s qualifications and responsiveness. No condition, exclusion, qualification, or other Contractor-proposed term modifies the Contract Documents unless expressly accepted by the City in a written addendum or amendment executed by an authorized City official.

1.4 Order of Precedence. If the Contract Documents conflict, they control in the following order:

(a) executed amendments and Change Orders, newest first and only as to the matter changed; (b) this Agreement; (c) the City Commission award resolution; (d) City-issued addenda, newest first;

(e) the Special Conditions; (f) the Scope of Work and technical specifications; (g) the plans and drawings; (h) the General Terms and Conditions; (i) the City-issued bid forms and schedules; and

(j) Contractor’s accepted Bid. A more stringent or detailed requirement is not a conflict if the documents can reasonably be read together. Contractor shall promptly request a written interpretation of any conflict and shall not proceed with the affected Work until directed by the City, except when immediate action is necessary to protect persons or property.

ARTICLE 2

WORK

2.1 General Scope. Contractor shall furnish all labor, supervision, licensed trades, materials, equipment, tools, transportation, temporary facilities, testing, documentation, permits, coordination, safety measures, and incidentals necessary to complete the Project in accordance with the Contract Documents. The Work includes the two median locations identified in the ITB, directional boring, conduit, pull boxes, electrical components, excavation and trenching as necessary, backfill and compaction, maintenance of traffic, restoration, testing, record drawings, permit closeout, and other work reasonably necessary to provide a complete and operational Project.

2.2 Means, Methods, and Coordination. Contractor is responsible for construction means, methods, sequences, techniques, procedures, temporary works, site safety, coordination of subcontractors, and protection of existing utilities and improvements. Contractor shall verify field conditions, coordinate with utility owners, comply with applicable utility-location requirements, and repair damage caused by its operations at no additional cost to the City. Review or observation by the City, Engineer, or a permitting authority does not relieve Contractor of these responsibilities.

2.3 Conceptual Routing and Shop Drawings. Bore routes shown in the Contract Documents are conceptual. Contractor shall verify field conditions, develop the final routing, prepare the required shop drawings and supporting documents, and obtain applicable approvals before installation.

Adjustments reasonably necessary to accomplish the design intent, including adjustments to routing, depth, conduit length, trenching, and pull-box locations, are included in the Contract Price, except to the extent an adjustment results from a Differing Site Condition under Section 9.4 or a City-directed change under Article 9.

ARTICLE 3

CONTRACT PRICE AND ALLOWANCES

3.1 Contract Price. The City shall pay Contractor the lump-sum and unit-price amounts accepted in the Bid, subject to actual quantities when the Bid Schedule provides for unit pricing, authorized use of allowances, deductions, and written changes approved under the Contract Documents. The Contract Price includes all costs necessary for complete performance, including labor, materials, equipment, supervision, overhead, profit, bonds, insurance, licenses, taxes applicable to Contractor, mobilization, demobilization, submittals, coordination, testing, closeout, and restoration, except for permit fees expressly reimbursable under Section 3.2. The Contract Price shall not be increased except by a properly authorized written Change Order or amendment.

3.2 Permitting Allowance. The permitting allowance shall reimburse only actual permit, license, or agency fees paid directly to the issuing authority and supported by paid receipts. It does not include labor, markup, overhead, profit, administrative costs, reinspection fees, expired-permit fees, standby time, or costs caused by Contractor’s error or delay. Contractor remains responsible for preparing and submitting all applications and supporting documents and for obtaining and closing all required permits. Any unused balance shall remain with or be credited to the City.

3.3 Owner’s Contingency. The Owner’s contingency is controlled exclusively by the City, is not part of Contractor’s earned compensation, and may be used only for Work authorized in advance by a written Change Order or Construction Change Directive. Contractor shall not perform or invoice contingency Work based on oral direction. Any unused balance shall remain with or be credited to the City.

3.4 Markup. Contractor’s total aggregate markup on subcontracted labor, materials, equipment, and third-party services shall not exceed ten percent (10%), regardless of the number of subcontracting tiers. Markup shall not be compounded. Contractor shall provide itemized supporting documentation sufficient for the City to verify all proposed costs and markups. No markup shall be allowed on permit fees, taxes, bonds, insurance premiums, allowances, or other pass-through charges unless expressly authorized in a written Change Order.

ARTICLE 4

CONTRACT TIME

4.1 Commencement and Completion. Contract Time begins on the date stated in the City’s written Notice to Proceed. Contractor shall commence the Work within seven (7) calendar days after that date unless otherwise directed by the City in writing. Contractor shall achieve Substantial

Completion within ninety (90) calendar days and Final Completion within one hundred twenty

(120) calendar days after the date stated in the Notice to Proceed, subject to authorized time extensions. Contractor shall not begin physical Work before receipt of the Notice to Proceed and approval of the required bonds and insurance. Costs incurred before the Notice to Proceed are at Contractor’s risk; provided, however, that if the City terminates the Agreement for convenience before issuing the Notice to Proceed, the City may reimburse documented, noncancelable bond and insurance costs reasonably incurred specifically for the Project.

4.2 Project Schedule. Within ten (10) calendar days after the Notice to Proceed, Contractor shall submit a baseline schedule showing permitting, procurement, submittals, utility coordination, construction, testing, restoration, inspections, corrective work, and closeout. Contractor shall update the schedule with each monthly payment application and shall promptly provide a recovery schedule if progress falls behind for reasons within Contractor’s control.

4.3 Time Extensions. Contractor is entitled to a reasonable extension of Contract Time only for a critical-path delay caused by the City, an authorized change, an unforeseeable act of governmental authority, or another event beyond Contractor’s reasonable control that could not have been avoided through reasonable planning and mitigation. Ordinary or reasonably foreseeable weather, subcontractor or supplier delay, foreseeable labor or material shortages, permitting delays attributable to Contractor, and failure to coordinate are not excusable delays. Contractor shall provide written notice within seven (7) calendar days after becoming aware of a potential delay and supporting schedule information within fourteen (14) calendar days. Failure to provide timely notice waives the requested extension only to the extent the City is materially prejudiced by the delay in notice. Unless expressly authorized by written Change Order, an excusable delay entitles Contractor to additional time but not additional compensation.

4.4 Liquidated Damages. The parties acknowledge that delay will cause public inconvenience, administrative expense, loss of use, additional inspection and engineering costs, and other damages that are difficult to determine precisely. If Contractor fails to achieve Substantial Completion or Final Completion within the applicable Contract Time, as properly extended, Contractor shall pay the City liquidated damages of Five Hundred Dollars ($500.00) per calendar day of delay.

Liquidated damages shall not be assessed twice for the same calendar day. The parties agree that this amount is reasonable compensation and not a penalty. The City may deduct accrued liquidated damages from amounts otherwise due without waiving its remedies for breaches or damages unrelated to delayed completion.

ARTICLE 5

PERMITS, CODES, AND PROJECT COORDINATION

5.1 Permits and Approvals. Contractor shall maintain all required licenses and shall prepare, obtain, comply with, and close all permits and approvals required for the Work, including applicable City right-of-way, electrical, and building permits and permits required by outside agencies. Contractor shall provide all applications, plans, calculations, certifications, utility information, MOT plans, responses to review comments, and other supporting documents required by the Contract Documents or permitting authorities. Reimbursable permit fees shall be governed by Section 3.2.

5.2 Commencement and Compliance. Contractor shall not commence affected field Work until the required permits and approvals have been issued and the required preconstruction meeting has occurred. Contractor shall comply with all applicable laws, codes, ordinances, permit conditions, OSHA requirements, the Florida Trench Safety Act when applicable, and applicable MUTCD, FDOT, and Broward County standards. Contractor shall incorporate reasonably anticipated permitting and agency-review periods into its schedule. Delays caused by incomplete, inaccurate, or untimely submissions are nonexcusable; delays beyond Contractor’s reasonable control shall be governed by Section 4.3.

5.3 Maintenance of Traffic and Access. Contractor shall provide and maintain all required vehicular and pedestrian traffic controls, obtain written approval for lane or road closures, comply with the advance-notice periods stated in the Contract Documents, provide required temporary signage, markings, and variable message signs, and coordinate notices to affected properties.

Unless an approved closure requires otherwise, Contractor shall maintain traffic and reasonable access to adjoining properties and restore access at the end of each workday.

ARTICLE 6

CONTRACTOR RESPONSIBILITIES

6.1 Supervision and Personnel. Contractor shall provide qualified personnel and a competent superintendent authorized to act for Contractor whenever Work is in progress. Key personnel identified in Contractor’s Bid may be replaced only with personnel having equal or greater qualifications and with the City’s prior written approval, which shall not be unreasonably withheld.

6.2 Subcontractors. Contractor is responsible for the acts and omissions of its subcontractors and suppliers as though they were the acts and omissions of Contractor. No subcontract creates a contractual relationship between the City and any subcontractor or supplier. Contractor shall not replace an identified subcontractor or subcontract a material portion of the Work without the City’s prior written approval. City approval does not relieve Contractor of any responsibility under the Contract Documents.

6.3 Materials and Workmanship. Materials and equipment furnished for the Project shall be new, of good quality, free from defects, and in accordance with the Contract Documents. Substitutions require the City’s prior written approval based on documented equivalency and do not entitle Contractor to additional compensation or time unless expressly authorized in writing.

6.4 Site Maintenance and Staging. Contractor shall keep the Project site orderly and safe, remove trash and construction debris regularly, secure excavations, materials, and equipment, and use only staging areas approved by the City. Contractor shall not store materials or equipment within the right-of-way without prior approval and shall remove temporary facilities, surplus materials, and debris upon completion of the Work.

ARTICLE 7

CITY ADMINISTRATION

7.1 City Representative and Authority. The City Manager or designee shall administer the Agreement for the City and may designate an Engineer or project representative to observe and coordinate the Work. Only the City Commission, City Manager, or another City official acting within delegated contracting authority may approve a change to the Contract Price or Contract Time. Inspections, field discussions, meeting minutes, submittal reviews, payment reviews, or failure to object do not constitute a change to the Contract Documents or acceptance of defective Work.

7.2 Inspection, Rejection, and Emergency Action. The City and its authorized representatives may access and observe the Work, inspect Project records, reject nonconforming Work, require testing, and direct Contractor to stop unsafe or noncompliant Work. In an emergency threatening persons, property, or the Work, the City may direct immediate protective measures. Contractor shall comply with such direction and may request an adjustment under Article 9, except to the extent the condition resulted from Contractor’s acts or omissions. The City’s exercise or nonexercise of these rights does not transfer responsibility for construction means, methods, supervision, or safety from Contractor to the City.

ARTICLE 8

BONDS AND INSURANCE

8.1 Performance and Payment Bonds. Within fourteen (14) calendar days after notice of award and before commencement of the Work, Contractor shall furnish performance and payment bonds, each in the full Contract Price, on the forms included in the ITB. The bonds shall be issued by a surety authorized and qualified to do business in Florida and shall comply with section 255.05, Florida Statutes, and the Contract Documents. Contractor shall provide any bond rider or increase reasonably required because of an authorized increase in the Contract Price.

8.2 Insurance. Contractor shall obtain and maintain the insurance required by the ITB, which requirements are incorporated into this Agreement. Required coverage shall be in effect before Contractor commences the Work and shall remain in effect through completion and for any additional period required by the Contract Documents. Contractor shall provide certificates and endorsements reasonably required by the City to verify compliance. Deductibles and self-insured retentions are Contractor’s responsibility. The required bonds and insurance do not limit Contractor’s obligations or liabilities under the Contract Documents.

ARTICLE 9

CHANGES AND DIFFERING SITE CONDITIONS

9.1 Written Authorization. The City may add, delete, or revise Work within the general scope of the Project by written Change Order or Construction Change Directive. Contractor shall not perform changed or additional Work without prior written authorization from a City official having contracting authority, except for emergency protective measures under Section 7.2. Oral statements, field discussions, inspections, meeting minutes, or submittal reviews do not authorize additional compensation or time.

9.2 Change Proposals and Valuation. Within seven (7) calendar days after the City’s request, or another period specified by the City, Contractor shall submit an itemized proposal identifying the proposed adjustment to the Contract Price and Contract Time and providing supporting labor, material, equipment, subcontractor, markup, and schedule information. Changes shall be valued using applicable Contract unit prices, an agreed lump sum, or documented reasonable cost plus the markup allowed under Section 3.4, as appropriate. Contractor shall mitigate costs and maintain separate records of changed Work. No adjustment is effective until authorized in writing.

9.3 Differing Site Conditions. If Contractor encounters a concealed subsurface or physical condition materially different from the conditions reasonably indicated in the Contract Documents or ordinarily encountered in work of this character, Contractor shall stop the affected Work, protect the condition, and notify the City in writing before materially disturbing it and no later than three

(3) business days after discovery. The City shall investigate promptly. Contractor may receive an equitable adjustment only to the extent the condition was not reasonably discoverable through the pre-bid investigation required by the ITB and causes a documented increase in reasonable cost or critical-path time.

9.4 Disputed Work. If the parties disagree concerning changed Work or a requested adjustment, Contractor shall proceed as directed in writing while preserving its claim in accordance with Article 16. The City shall continue to pay undisputed amounts. Continued performance does not waive a properly preserved claim, and payment of undisputed amounts does not constitute acceptance of the claim.

ARTICLE 10

PAYMENTS

10.1 Payment Applications. Contractor may submit one payment application each month in the manner stated in the ITB. Each application shall constitute a proper payment request under the Local Government Prompt Payment Act and shall include the applicable schedule of values, measured quantities, documentation for stored materials when payment for stored materials is permitted, an updated Project schedule, required testing documentation, and other reasonable supporting information required by the Contract Documents. Contractor shall provide unconditional releases for amounts previously paid and may provide conditional releases for amounts included in the current payment application.

10.2 Review and Payment. The City’s designated agent shall review each payment application and notify Contractor of any deficiency within the time required by sections 218.735 and 218.76, Florida Statutes. The City shall pay approved and undisputed amounts within twenty (20) business days after receipt of a proper payment request or within any shorter period required by law.

Payment does not constitute acceptance of defective or incomplete Work.

10.3 Retainage and Withholding. The City may retain five percent (5%) from each progress payment. The City may also withhold an amount reasonably necessary to protect against defective or incomplete Work, third-party claims, unpaid subcontractors or suppliers, damage, accrued liquidated damages, insufficient remaining Contract balance, material schedule failure, missing required documentation, or another material breach. The City shall identify the basis for withholding and release the amount when the basis has been resolved or Contractor provides adequate protection acceptable to the City. Surety consent does not relieve Contractor of its obligation to timely pay undisputed amounts owed to subcontractors and suppliers.

10.4 Final Payment and Retainage Release. Final payment and release of retainage shall be administered in accordance with section 218.735, Florida Statutes, including the statutory process for developing and delivering the single list of items required to render the Work complete, satisfactory, and acceptable. The City may withhold up to one hundred fifty percent (150%) of the estimated cost to complete listed items. Final payment requires Final Completion, City acceptance, permit closeout, approved record drawings, required testing and inspection documents, warranties and manuals, final releases, consent of surety when required, and all other required closeout documents. Later-discovered corrective or warranty obligations remain enforceable but shall not improperly delay payment. Acceptance of final payment waives Contractor’s claims except those expressly identified in writing before final payment.

ARTICLE 11

SUBSTANTIAL COMPLETION, FINAL COMPLETION, AND ACCEPTANCE

11.1 Substantial Completion. Substantial Completion occurs when the Work is sufficiently complete in accordance with the Contract Documents so that the City can safely use the Project for its intended purpose, all permits and approvals necessary for such use have been obtained, required testing has been successfully completed, and only minor corrective or incomplete items remain. Contractor shall submit a written request for inspection together with its proposed list of remaining items. Substantial Completion is effective on the date established by the City in writing, which determination shall not be unreasonably withheld.

11.2 Final Completion and Acceptance. Final Completion occurs when all Work, including corrective and incomplete items, has been completed in accordance with the Contract Documents;

the Project site has been restored and cleaned; all permits have been closed; record drawings, warranties, test results, releases, and other required closeout documents have been submitted and approved; and the City has issued written final acceptance. The City’s use or occupancy of any portion of the Project, payment for Work, or inspection of the Work does not constitute final acceptance or waive defective or incomplete Work.

ARTICLE 12

WARRANTY AND CORRECTION OF WORK

12.1 Warranty. Contractor warrants that the Work will conform to the Contract Documents, consist of new and good-quality materials and equipment unless otherwise specified, and be free from defects in materials and workmanship. Contractor shall assign and register all applicable manufacturer warranties in the City’s name. Manufacturer warranties supplement and do not limit Contractor’s obligations under this Article.

12.2 Correction of Work. For one (1) year after Final Completion, or for any longer period stated in the Contract Documents or an applicable manufacturer warranty, Contractor shall promptly correct defective or nonconforming Work after notice from the City at no additional cost.

Contractor shall respond immediately when a condition threatens safety, property, or continued operation of the Project. If Contractor fails to correct the condition within a reasonable time stated in the notice, the City may perform or arrange the correction and recover its reasonable costs from Contractor. Corrected Work shall be warranted for one (1) year after completion of the correction.

This Article does not cover damage caused solely by City abuse, unauthorized modification, improper operation, or ordinary wear and tear, and does not limit the City’s rights regarding latent defects, fraud, or other breach of the Contract Documents.

ARTICLE 13

SAFETY AND ENVIRONMENTAL PROTECTION

13.1 Safety. Contractor is solely responsible for initiating, maintaining, and supervising all safety precautions and programs relating to the Work. Contractor shall protect workers and the public, secure excavations and work areas, maintain required barriers and access controls, provide qualified personnel and safety equipment, and comply with OSHA and all other applicable safety requirements. The City’s inspection, observation, or direction to stop unsafe Work does not transfer responsibility for site safety to the City.

13.2 Environmental and Hazardous Conditions. Contractor shall comply with applicable environmental requirements; prevent erosion, sediment migration, spills, and pollution; maintain required stormwater controls; and lawfully handle and dispose of construction materials and waste.

If Contractor encounters suspected hazardous material or an environmental condition not identified in the Contract Documents, it shall stop the affected Work, secure the area, and promptly notify the City. Contractor is not responsible for a preexisting hazardous condition except to the extent Contractor caused, disturbed, exacerbated, or improperly handled the condition. Any adjustment arising from an unforeseen condition shall be governed by Article 9.

ARTICLE 14

INDEMNIFICATION

14.1 Contractor’s Obligations. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the City and its elected and appointed officials, officers, employees, and agents from liabilities, damages, losses, claims, and costs, including reasonable attorney fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of Contractor or any person or entity employed or utilized by Contractor in performing the Work.

These obligations are not limited by the Contract Price, the insurance required under the Contract Documents, or the amount or availability of insurance proceeds, and apply to claims by Contractor’s employees to the extent permitted by law.

14.2 Defense and Settlement. The City shall provide Contractor reasonable notice of a covered claim. Contractor shall provide a defense through counsel reasonably acceptable to the City. The City may participate in the defense and retains control over its governmental defenses. Contractor shall not settle a claim in a manner that admits fault by the City, imposes a nonmonetary obligation on the City, or requires payment by the City without the City’s prior written consent. If a claim includes both covered and uncovered allegations, the parties shall reasonably allocate defense obligations and costs according to their respective responsibility.

ARTICLE 15

SUSPENSION AND TERMINATION

15.1 Suspension. The City may suspend all or part of the Work by written notice. Contractor shall stop as directed, protect the Work, mitigate costs, and resume promptly when directed. Contractor is entitled to a reasonable extension of time for a suspension not caused by Contractor. If a City-directed suspension continues for more than ninety (90) consecutive days through no fault of Contractor, Contractor may request an equitable adjustment for documented, reasonable, and unavoidable costs directly resulting from the suspension or may request that the suspended portion of the Work be terminated for convenience. Contractor is not entitled to additional compensation to the extent the suspension results from its acts or omissions or another risk allocated to Contractor under the Contract Documents.

15.2 Default and City Remedies. Contractor is in default if it fails to prosecute the Work timely;

abandons the Project; fails to maintain required bonds, insurance, licenses, or permits; fails to pay subcontractors or suppliers; fails to correct defective Work; violates applicable safety or legal requirements; makes a material misrepresentation; or otherwise materially breaches the Contract Documents. Except when immediate action is reasonably necessary because of abandonment, fraud, a safety threat, or lapse of required bonds or insurance, the City shall provide written notice and five (5) calendar days for Contractor to cure the default or, if the default cannot reasonably be cured within five days, to begin and diligently pursue a cure acceptable to the City. If Contractor fails to cure, the City may terminate Contractor’s right to proceed, complete the Work by reasonable means, call the bonds, withhold amounts reasonably necessary to protect the City, and recover its resulting costs and damages. Contractor shall be entitled only to the unpaid value of conforming Work, less the City’s costs, damages, and lawful offsets.

15.3 Termination for Convenience. The City may terminate all or part of the Agreement without cause upon thirty (30) calendar days’ written notice. Contractor shall stop the terminated Work as directed, cancel or assign commitments as requested by the City, protect and transfer completed and partially completed Work, and mitigate costs. The City shall pay Contractor for conforming Work performed through the effective termination date and reasonable, documented, and unavoidable closeout costs, less prior payments and lawful offsets. Contractor is not entitled to anticipatory profit, consequential damages, or profit on unperformed Work.

15.4 Nonappropriation. The City’s obligations are subject to lawful appropriation and availability of funds. If sufficient funds are not appropriated or become legally unavailable, the City may terminate the Agreement without liability for default or future performance. The City shall remain responsible for amounts lawfully due for conforming Work performed before the effective termination date.

ARTICLE 16

CLAIMS AND DISPUTE RESOLUTION

16.1 Claims. Except for a Differing Site Condition governed by Section 9.3, Contractor shall provide written notice of any claim for additional compensation or time within seven (7) calendar days after becoming aware of the event giving rise to the claim and, when practicable, before proceeding with the affected Work. Contractor shall submit supporting cost and schedule documentation within twenty-one (21) calendar days after the initial notice or within another period approved by the City in writing. Failure to provide timely notice waives the claim only to the extent the City is materially prejudiced by the delay. Contractor shall continue diligent performance while a claim is pending, and the City shall continue paying undisputed amounts unless the City directs otherwise or terminates the Agreement.

16.2 Negotiation and Mediation. The parties shall first attempt in good faith to resolve a dispute through representatives having authority to settle it. If the dispute remains unresolved, either party may request nonbinding mediation in Broward County, Florida, before filing suit. Mediation is not required before a party seeks emergency injunctive relief, preserves a limitations period, enforces public-records obligations, or exercises rights against a bond or surety.

16.3 Governing Law; Venue; Jury Waiver. Florida law governs the Contract Documents.

Exclusive venue for litigation lies in the state courts located in Broward County, Florida, or, if federal jurisdiction exists, the United States District Court for the Southern District of Florida. The Agreement is not subject to binding arbitration. EACH PARTY KNOWINGLY AND

VOLUNTARILY WAIVES TRIAL BY JURY FOR ANY CLAIM ARISING OUT OF OR

RELATING TO THE CONTRACT DOCUMENTS. Each party shall bear its own attorney fees and costs except when a statute or an express provision of the Contract Documents provides otherwise.

ARTICLE 17

PUBLIC RECORDS AND AUDIT

17.1 Public Records. To the extent Contractor is acting on behalf of the City within the meaning of section 119.0701, Florida Statutes, Contractor shall: (a) keep and maintain public records required to perform the Agreement; (b) upon request from the City’s custodian of public records, provide the City with a copy of requested records or permit inspection or copying within a reasonable time and at a cost that does not exceed the amount permitted by law; (c) ensure that records exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; and (d) upon completion or termination of the Agreement, transfer to the City at no cost all public records in Contractor’s possession or, if directed by the City, retain and maintain them in accordance with law. Electronically stored records shall be provided in a format compatible with the City’s information-technology systems. Public-records requests relating to the Agreement shall be directed to the City. Contractor shall comply with the additional public-records requirements stated in the ITB and with the statutory notice and cure procedures applicable to any alleged noncompliance.

IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,

FLORIDA STATUTES, TO CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS

RELATING TO THIS AGREEMENT, CONTACT THE CITY CUSTODIAN OF PUBLIC

RECORDS, ELORA RIERA, CITY CLERK, 100 W. DANIA BEACH BOULEVARD, DANIA

BEACH, FLORIDA 33004; (954) 924-6800, EXT. 3623; ERIERA@DANIABEACHFL.GOV.

17.2 Records and Audit. Contractor shall maintain complete records supporting Project charges, changes, compliance, and payments to subcontractors and suppliers for at least three (3) years after final payment, or longer if required by law, an applicable grant, or a pending audit or claim. Upon reasonable notice, the City and its authorized auditors may inspect and copy those records during normal business hours. Amounts that are unsupported or determined through audit to have been improperly charged may be disallowed or recovered by the City.

ARTICLE 18

LEGAL AND ETHICAL COMPLIANCE

18.1 E-Verify. Contractor shall register with and use the E-Verify system as required by section 448.095, Florida Statutes, obtain and retain all required subcontractor affidavits, and provide evidence of compliance upon request. A knowing violation constitutes a material breach and may result in termination and any other consequences authorized by law.

18.2 Statutory Representations. Contractor represents that neither it nor its affiliates are prohibited from contracting with the City under sections 287.133 or 287.134, Florida Statutes. Contractor shall comply with the certification and disclosure requirements of sections 287.135, 215.473, and 787.06, Florida Statutes, to the extent applicable to the Agreement, and shall promptly notify the City if any representation or certification becomes inaccurate. The City may terminate the Agreement for a false certification or other statutory disqualification, subject to any notice and cure rights required by law.

18.3 Nondiscrimination, Conflicts, and Ethics. Contractor shall comply with applicable federal, state, and local nondiscrimination, ethics, lobbying, and conflict-of-interest laws. Contractor shall promptly disclose any actual or potential conflict of interest relating to the Agreement and shall not offer or provide any gift or thing of value for the purpose of improperly influencing City action.

ARTICLE 19

INDEPENDENT CONTRACTOR; NO THIRD-PARTY BENEFICIARIES

19.1 Independent Contractor. Contractor is an independent contractor and is solely responsible for its personnel and construction means, methods, and supervision. Neither Contractor nor its personnel are employees, agents, partners, or joint venturers of the City, are entitled to City employment benefits, or have authority to bind the City.

mailto:ERIERA@DANIABEACHFL.GOV

19.2 No Third-Party Beneficiaries. Except for the persons and entities expressly protected by the indemnification provisions of this Agreement, the Contract Documents are solely for the benefit of the City and Contractor and do not create contractual rights in any other person or entity.

Nothing in this Section limits rights independently established by applicable law or by the Performance Bond or Payment Bond.

ARTICLE 20

SOVEREIGN IMMUNITY

20.1 No Waiver. Nothing in the Contract Documents shall be construed as a waiver of the City’s sovereign immunity or of any limitation of liability available under section 768.28, Florida Statutes, or other applicable law. Nothing in the Contract Documents requires the City to indemnify Contractor or any third party. This Article survives completion or termination of the Agreement.

ARTICLE 21

NOTICES

21.1 Form and Delivery. Notices required under the Agreement shall be in writing and delivered personally, by nationally recognized overnight courier, by certified United States mail with return receipt requested, or by email with acknowledgment of receipt. Notice is effective upon delivery, refusal of delivery, or acknowledged email receipt. Routine Project communications may be transmitted by email but do not constitute formal notice of a claim or default and do not amend the Contract Documents.

21.2 Notice Addresses. Notices to the City shall be directed to the City Manager, City of Dania Beach, 100 W. Dania Beach Boulevard, Dania Beach, Florida 33004, with copies to the City Attorney and Public Services Director at the same address. Notices to Contractor shall be directed to the address and email stated below Contractor’s signature. Either party may change its notice information by providing notice in accordance with this Article.

ARTICLE 22

ASSIGNMENT AND SUBCONTRACTING

22.1 Assignment. Contractor shall not assign, transfer, delegate, or encumber the Agreement, any material obligation, or its right to payment without the City’s prior written consent, which may be withheld in the City’s reasonable discretion. Any attempted assignment without the required consent is voidable by the City. The City may assign the Agreement to a governmental successor or another public entity assuming responsibility for the Project upon written notice to Contractor.

22.2 Subcontracting. Contractor shall not subcontract a material portion of the Work or replace a subcontractor identified in its Bid without the City’s prior written approval. Approved subcontracting does not relieve Contractor of any obligation or responsibility under the Contract Documents. Contractor shall require its subcontractors to comply with all applicable Contract requirements, including insurance, safety, public-records, E-Verify, and payment obligations.

ARTICLE 23

MISCELLANEOUS

23.1 Entire Agreement. The Contract Documents constitute the entire agreement between the parties concerning the Project and supersede prior discussions, communications, and representations concerning the Work. Contractor acknowledges that it has not relied on any representation that is not contained in the Contract Documents.

23.2 Amendments and Waivers. An amendment to the Contract Documents must be in writing and executed by representatives having authority to bind the City and Contractor. A waiver must be in writing and applies only to the specific matter and instance stated. A party’s failure or delay in enforcing a provision does not waive that provision or any other provision.

23.3 Severability. If any provision of the Contract Documents is held invalid or unenforceable, it shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain effective unless the essential purpose of the Agreement is defeated.

23.4 Interpretation. Headings are for convenience only. “Including” means “including without limitation,” and “days” means calendar days unless expressly stated otherwise. The singular includes the plural when the context permits. No presumption or rule of construction shall apply against either party based on authorship of the Contract Documents.

23.5 Authority; Counterparts; Electronic Signatures. Each person signing the Agreement represents that he or she has authority to bind the identified party. The Agreement may be executed in counterparts and by lawful electronic signature, each of which shall be treated as an original and together constitute one instrument.

23.6 Survival. Payment, warranty, indemnification, public-records, audit, claims, dispute-resolution, sovereign-immunity, and other provisions that by their nature are intended to continue shall survive completion or termination of the Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement through their duly authorized representatives, effective as of the date of the last signature below.

IN WITNESS OF THE FOREGOING, the parties have set their hand and seal the day and year first written above.

CITY OF DANIA BEACH, FLORIDA,

a Florida municipal corporation

ELORA RIERA, MMC JOYCE L. DAVIS

CITY CLERK MAYOR

APPROVED AS TO LEGAL FORM

AND CORRECTNESS

EVE A. BOUTSIS, CITY ATTORNEY CANDIDO SOSA-CRUZ, ICMA-CM

CITY MANAGER

CONTRACTOR:

WITNESSES:

SIGNATURE SIGNATURE

PRINT Name PRINT Name

SIGNATURE Title

PRINT Name

STATE OF FLORIDA

COUNTY OF

The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization, on , 2026, by _______________ (name), _______________________ (title), of , who is personally known to me or has produced as identification.

NOTARY PUBLIC

My Commission Expires: State of Florida