Part 2 General Terms and Conditions.pdf

JUNE 2023 I

GENERAL TERMS AND CONDITIONS

For Level 4 & 5 Construction Contracts with the State of Florida

(Projects over $200,000)

TABLE OF CONTENTS

PAGE

GENERAL TERMS AND CONDITIONS

SECTION A DEFINITIONS

SECTION B BIDDING CONDITIONS

B-1 PREQUALIFICATION TO SUBMIT A BID

B-2 FAMILIARITY WITH LAWS

B-3 FLORIDA PRODUCTS AND LABOR

B-4 PERMITS

B-5 TAXES

B-6 ALTERNATES

B-7 ADDENDA

B-8 INTERPRETATION OF BIDDING DOCUMENTS

B-9 EXAMINATION OF BIDDING DOCUMENTS AND WORKSITE

B-10 BASIS FOR BIDDING-TRADE NAMES

B-11 BID GUARANTEE

B-12 SURETY COMPANIES ACCEPTABLE TO STATE

B-13 PREPARATION AND SUBMISSION OF BIDS

B-14 LISTING OF SUBCONTRACTORS

B-15 SUBCONTRACTOR DATA

B-16 WITHDRAWAL OF BIDS

B-17 DISQUALIFICATION OF BIDDERS

B-18 RECEIPT AND OPENING OF BIDS

B-19 DISQUALIFICATION OF BIDS

B-20 REJECTION OF BIDS

B-21 DETERMINATION OF SUCCESSFUL BIDDER

B-22 PREQUALIFICATION FOR AWARD OF THE CONTRACT

B-23 NOTICE AND PROTEST PROCEDURES

SECTION C CONTRACT CONDITIONS

C-1 PERFORMANCE BOND AND LABOR AND MATERIAL PAYMENT BOND

C-2 EXECUTION OF AGREEMENT AND BONDS

C-3 CONTRACTOR'S INSURANCE

C-4 NOTICE TO SECURE PERMITS AND UTILITY CONNECTIONS; NOTICE TO PROCEED

C-5 PUBLIC NOTICE

C-6 TIME OF COMPLETION AND LIQUIDATED DAMAGES

C-7 CONSTRUCTION SCHEDULES

C-8 VERIFICATION OF OWNER'S SURVEY DATA

C-9 CONSTRUCTION SITE AND FACILITIES

C-10 DRAWINGS, SPECIFICATIONS, ETC. – COPIES, CHANGES, OWNERSHIP

C-11 SHOP DRAWINGS

C-12 REFERENCE TO A.S.T.M. OR FEDERAL SPECIFICATIONS

C-13 MANUFACTURER'S SPECIFICATIONS

C-14 TESTS AND INSPECTIONS

JUNE 2023 II

TABLE OF CONTENTS

PAGE

C-15 APPROVAL OF MATERIALS

C-16 PROHIBITED MATERIALS - ASBESTOS

C-17 ITEMS PRODUCED BY PRISON INDUSTRIES-PRIDE

C-18 SUBSTITUTIONS

C-19 CONSTRUCTION CLIMATE CONTROL

C-20 AS-BUILT DRAWINGS

C-21 GUARANTEES AND OPERATING INSTRUCTIONS

C-22 CHANGES AND DELAYS IN THE WORK

C-23 PROGRESS PAYMENTS

C-24 FINAL PAYMENT

C-25 LATE PAYMENT RIGHTS

C-26 DUTIES OF CONTRACTOR

C-27 DUTIES OF ARCHITECT/ENGINEER'S REPRESENTATIVE

C-28 DUTIES OF OWNER'S CONSTRUCTION REPRESENTATIVE

C-29 HARMONY

C-30 CONTRACTOR’S EXPERIENCE AND FINANCIAL STATEMENT

C-31 ESTABLISHMENT OF A LOCAL OFFICE

C-32 CONTRACTOR'S SUPERVISION OF PROJECT

C-33 CONTRACTOR'S WORK FORCE

C-34 UNAUTHORIZED ALIENS

C-35 APPRENTICES

C-36 PUBLIC ENTITY CRIME INFORMATION STATEMENT

C-37 DISCRIMINATION, DENIAL OR REVOCATION FOR THE RIGHT TO TRANSACT

BUSINESS WITH PUBLIC ENTITIES

C-38 CRIMINAL BACKGROUND CHECKS

C-39 ELECTRONIC MAIL CAPABILITIES

C-40 TERMINATION OR SUSPENSION OF THE AGREEMENT

C-41 CLAIMS AND DISPUTES

C-42 EXCLUSION OF OWNER FROM LIABILITY

C-43 MISCELLANEOUS AIA DOCUMENT PROVISIONS

C-44 INTERPRETATION OF DOCUMENTS; ORDER OF PRIORITY

C-45 ASSIGNMENT OF ANTITRUST CLAIMS

C-46 EMPLOYMENT OF STATE RESIDENTS AND POSTING OF JOB OPENINGS

C-47 COOPERATION WITH THE INSPECTOR GENERAL

C-48 LUMBER, TIMBER, AND OTHER FOREST PRODUCTS PRODUCED IN FL

C-49 HOLIDAYS, AWS AND WORK SCHEDULES

SECTION D CONTRACT CONDITIONS FEDERAL FUNDS APPLICABILITY

D-1 FEDERAL FUNDS APPLICABILITY

D-2 FEDERAL LAWS, RULES, REGULATIONS, AND POLICIES

D-3 FEDERAL FUNDING TERMS

D-4 BUY AMERICA PREFERENCE……………. ……………………………………………………………………21

EXHIBITS

EXHIBIT 1 AGREEMENT FORM

EXHIBIT 2 PERFORMANCE BOND FORM

EXHIBIT 3 LABOR AND MATERIAL PAYMENT BOND FORM

EXHIBIT 4 CERTIFICATE OF PARTIAL PAYMENT

EXHIBIT 5 CONTRACTOR'S AFFIDAVIT OF CONTRACT COMPLETION FORM

JUNE 2023 GENERAL TERMS AND CONDITIONS Page 1

GENERAL TERMS AND CONDITIONS

SECTION A – DEFINITIONS

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

AGREEMENT:

The document entitled "Agreement Between Owner and Contractor" in the form attached as Exhibit 1. The Agreement represents the entire integrated agreement between the parties and supersedes all prior negotiations, representations or agreements. The Agreement may be amended only by a Modification.

AIA DOCUMENT

The American Institute of Architects Document A201, General Conditions of Contract for Construction – 1997 edition. Where referenced, the terms of the AIA Document shall apply to this Agreement as if written in full herein.

ARCHITECT/ENGINEER:

The Design Professionals (Architect/Engineer, Architect, Engineer or Other) commissioned by Owner for the Project. The terms Architect or Architect/Engineer mean the Architect/Engineer and its authorized representative.

BIDDER:

Any individual, firm, partnership or corporation submitting a Proposal for the Project.

BIDDING DOCUMENTS:

All documents provided by Owner or Architect/Engineer to Bidders in connection with the solicitation of bids for the Project, including (i) these General Terms and Conditions; (ii) any Supplementary Terms and Conditions; (iii) the plans, drawings and specifications for the Project; and

(iv) any Addenda issued pursuant to Section B-7.

CHANGE ORDER:

A written document prepared by Architect/Engineer and signed by Owner stating their agreement on (i) a change in the work required on the Project;

(ii) the amount of adjustment in the Contract Sum, if any; and (iii) the extent of an adjustment in the Contract Time, if any.

CONTRACT DOCUMENTS:

All documents to be incorporated into the Agreement, including (i) these

General Terms and Conditions; (ii) any Supplementary Terms and Conditions; (iii) the plans, drawings and specifications for the Project; (iv) any Addenda issued pursuant to Section B-7; (v) the Proposal; and (vi) any Modifications.

CONTRACT SUM:

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

CONTRACT TIME:

The period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Project.

CONTRACTOR:

The successful Bidder who enters into the Agreement.

MODIFICATION:

A document issued after execution of the Agreement with the intent of amending the terms thereof, including (i) a written amendment to the Agreement signed by both parties, (ii) a Change Order, (iii) a written order for a minor change in work issued by the Architect/Engineer.

OWNER:

The state agency identified in the Bidding Documents and the Agreement.

PROJECT:

The Project identified in the Bidding Documents and the Agreement.

PROPOSAL:

A bid to work on the Project, which the Bidder shall submit on approved forms.

SUBSTANTIAL COMPLETION:

"Substantial Completion" shall mean that the Project is sufficiently completed in accordance with the Contract Documents, so that Owner can occupy or utilize the work or designated portions thereof for the use for which it is intended, as expressed in the Contract Documents. The term "Substantial Completion" shall not mean the inclusion of such minor alterations and patching as the Final Inspection shall disclose.

JUNE 2023 GENERAL TERMS AND CONDITIONS Page 2

SECTION B -- BIDDING CONDITIONS

B-1 PREQUALIFICATION TO SUBMIT A BID

Bidder qualification requirements and procedures are established by Department rule (Rule 60D-5, Florida Administrative Code), and by the Bidding Documents. Failure of the bidder to strictly meet and follow all such requirements and procedures may result in bid rejection.

Prequalification Requirements: If stated in the Invitation to Bid (ITB), Bidders who are regulated under Chapter 399, 455, 489, or 633, Florida Statutes will be prequalified to bid in that specific field of construction if they provide the Owner with evidence of:

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

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

PLEASE NOTE:

When required, evidence of above requirements for prequalification should be provided to the Department of Military Affairs no later than five (5) calendar days prior to bid date or as otherwise stated in the ITB. Failure to pre-qualify may result in disqualification of a bid.

(Please call 904-823-0285 for instructions on prequalification with the Department of Military Affairs).

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

B-2 FAMILIARITY WITH LAWS

Bidders are required to be familiar with all Federal, State and Local laws, ordinances, rules and regulations that in any manner affect the work.

Ignorance on the part of the Bidder will in no way relieve it from responsibility.

B-3 FLORIDA PRODUCTS AND LABOR

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

B-4 PERMITS

Bidders will be obligated to identify and obtain all necessary permits for the Project. Unless specifically excluded elsewhere, Bidder shall include the cost of all such permits, including impact fees and review fees, in its Bid/Proposal. Such permits include but are not limited to the building permit, any plumbing, electrical, other internal system permits, and any connection permits.

B-5 TAXES

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

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

Owner is not subject to:

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

2. Federal Tax on Transportation of Property.

In every case of a purchase of materials to be incorporated in the work, which are subject to Federal Excise Tax, Owner will furnish to contractor the necessary Federal Excise Tax Exemption Certificate upon receipt of a copy of the supplier's invoice showing the item or items, the net price, and Federal Excise Tax separately.

Bidders shall take these factors into consideration in preparing its proposal, including therein the cost of the State Sales Tax and Use Tax on materials, but excluding the cost of those taxes not applicable.

B-6 ALTERNATES

If Owner wishes to learn the relative or additional construction cost of an alternative method of construction, an alternative use or type of material or an increase or decrease in scope of the Project, these items will be defined as alternates and will be specifically described by the Bidding Documents. Alternates will be listed in the Proposal form in a manner that the Bidder shall be able to clearly indicate what sums they will add to (or deduct from) their Base Bid.

B-7 ADDENDA

In case the Architect/Engineer finds it expedient to supplement, modify or interpret any portion of the Bidding Documents during the bidding period, such procedure will be accomplished by the issuance of written Addenda to the Bidding Documents, which will be delivered or mailed to all prospective Bidders.

B-8 INTERPRETATION OF BIDDING DOCUMENTS

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

Only the interpretation or correction so given by the Architect/Engineer in writing shall be binding, and prospective Bidders are advised that no other source is authorized to give information concerning, or to explain or interpret, the Bidding Documents.

B-9 EXAMINATION OF BIDDING DOCUMENTS AND WORKSITE

Bidders may be required by the Invitation to Bid, before submitting their

JUNE 2023 GENERAL TERMS AND CONDITIONS Page 3 proposals, to visit the site of the proposed work and completely familiarize themselves with the nature and extent of the work and any local conditions that may in any manner affect the work to be performed and the equipment, materials and labor required. They are also required to examine carefully any Drawings, Specifications and other Bidding Documents to inform themselves thoroughly regarding any and all conditions and requirements that may in any manner affect the work.

The Owner is presumed to be the owner of all drawings and specifications, and Contractor may not use those documents except as authorized herein or in Article 1.6 of the AIA Document (”Ownership and Use of Drawings, Specifications and Other Instruments of Service”).

B-10 BASIS FOR BIDDING - TRADE NAMES

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

B-11 BID GUARANTEE

On projects where the base bid and sum of all additive alternates exceeds $100,000, the bid proposal shall be accompanied by a bid guarantee of not less than five (5) percent of the amount of the bid.

The bid bond may be a certified check, a cashier's check, treasurer's check, bank draft or Bid Bond made payable to Owner. If a bid bond is submitted, it must be signed by a Florida Licensed Resident Agent who holds a current Power of Attorney from the Surety Company issuing the Bond and the Power of Attorney must be attached to the Bid Bond. Such check or Bid Bond shall be submitted with the understanding that it shall guarantee that the Bidder (a) will not withdraw its bid for sixty (60) days after the scheduled date of opening of the bids; (b) will enter into a written contract with Owner in accordance with the form of Agreement attached as Exhibit 1 within ten (10) calendar days after receiving the executable copies, and (c) will diligently pursue the required Performance Bond and Labor and Material Payment Bond and provide such bonds within twenty

(20) calendar days after receiving the Agreement. In the event Bidder fails to perform as described in the preceding sentence, the Bidder shall be liable to Owner for the full amount of the bid guarantee as representing the damage to Owner on account of the default.

The Bid Bonds or checks shall be returned to all except the apparent lowest two qualified Bidders after the formal opening of bids. The remaining Bid Bonds or checks will be returned to the two lowest Bidders after Owner and the accepted Bidder have executed the Agreement and the Performance Bond and Labor and Material Payment Bond have been approved by Owner. If the required Agreement and Bonds have not been executed within sixty (60) calendar days after the date of the opening of the bids, then the Bid Bond or check of any Bidder will be returned upon its request, provided it has not been notified of the acceptance of its bid prior to the date of such request.

B-12 SURETY COMPANIES ACCEPTABLE TO STATE

To be acceptable to the State as Surety for Bid Bonds, Performance Bonds and Labor and Material Payment Bonds, a Surety Company shall comply with the following provisions:

1. The Surety Company shall have a currently valid Certificate of

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

2. The Surety Company shall have currently valid Certificate of

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

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

4. The Surety Company shall have at least twice the minimum surplus and capital required by the Florida Insurance Code at the time the invitation to bid is issued.

5. If the Contract Award Amount exceeds $500,000, the Surety

Company shall have at least the following minimum ratings in the latest issue of Best's Key Rating Guide:

Policy Required Contract Amount ($) Holder's Rating Financial Rating 0 To 1,000,000 A- CLASS I 1,000,000 To 2,000,000 A- CLASS II 2,000,000 To 5,000,000 A- CLASS III 5,000,000 To 10,000,000 A- CLASS IV 10,000,000 To 25,000,000 A- CLASS V 25,000,000 To 50,000,000 A- CLASS VI 50,000,000 To 100,000,000 A- CLASS VII

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

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

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

B-13 PREPARATION AND SUBMISSION OF BIDS

Each Bidder shall submit its Proposal on Bidder’s letterhead using the proposal form supplied by Architect/Engineer and indicating its bid prices for the Base Bid and any alternates on which he bids. Any erasure or other correction in the proposal may be explained or noted over the signature of the Bidder.

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

Each bid must show the full business address of the Bidder and state whether it is an individual, corporation or partnership. The bid should be submitted in triplicate in a sealed envelope. The envelope must be clearly marked on its face as described in the Invitation to Bid follows:

"SEALED BID – DO NOT OPEN. Project 224006 Cocoa REVAMP"

Each Bidder must fill in the State Project Number and submit the bid prior to the time and the place specified in the Bidding Documents. Sealed bid envelopes submitted by mail or by delivery service must be delivered within a separate mail or delivery envelope, also marked "SEALED BID".

Bids not delivered in sealed envelopes may be returned to the bidder.

JUNE 2023 GENERAL TERMS AND CONDITIONS Page 4

B-14 LISTING OF SUBCONTRACTORS

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

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

No change shall be made in the list of subcontractors, before or after the award of a contract, unless agreed to in writing by Owner.

B-15 SUBCONTRACTOR DATA

Within two (2) working days after bid opening, the apparent low bidder shall submit to Owner's Project Manager the following for each subcontractor.

1. Complete name, address and phone number.

2. Corporate Charter Number. (If applicable)

3. License Number.

4. Name of record license holder.

B-16 WITHDRAWAL OF BIDS

Bids may be withdrawn by written request received from Bidders prior to the time fixed for opening. Negligence on the part of the Bidder in preparing the bid confers no right for withdrawal of the bid after it has been opened.

B-17 DISQUALIFICATION OF BIDDERS

More than one bid from an individual, firm, partnership, corporation or association under the same or different names will not be considered.

Reasonable grounds for believing that a Bidder is interested in more than one proposal for the same work will cause the rejection of all proposals in which such Bidders are believed to be interested.

B-18 RECEIPT AND OPENING OF BIDS

Bids will be opened publicly at the time and place stated in the Bidding Documents. The officer whose duty it is to open them will decide when the specified time has arrived and no bids received thereafter will be considered. No responsibility will be attached to any officer for the premature opening of a bid not properly addressed and identified. At the time fixed for the opening of bids, the bids will be read out loud.

B-19 DISQUALIFICATION OF BIDS

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

B-20 REJECTION OF BIDS

Owner reserves the right to reject any and all bids under any of the circumstances prescribed in Rule 60D-5.0071, Florida Administrative Code, or if the low qualified bid exceeds the Project construction budget.

If all bids are rejected, Owner may rebid the Project or proceed in any other manner to commence work on the Project as authorized by law.

B-21 DETERMINATION OF SUCCESSFUL BIDDER

Award of contract will be made to the responsive bidder, determined to be qualified in accordance with the provisions herein and meeting the requirements of the Bidding Documents that submits the lowest valid bid for the work. The lowest bid will be determined as follows:

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

2. On Projects where Bidding Documents provide for evaluation of the bids based on first cost and life cycle cost and performance criteria, the lowest bid will be the bid by the firm whose bid products are determined to yield the lowest total cost in accordance with the criteria set forth in the Bidding Documents.

B-22 QUALIFICATIONS FOR AWARD OF CONTRACT

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

Generally, a low responsive Bidder must provide to Owner the following:

1. Within two (2) working days after the notice of the bid decision, evidence of Bidder’s ability to provide the necessary performance and payment bonds for the project by providing a letter of intent from a surety company meeting the requirements of Section B-11 above.

2. Within seven (7) working days after the notice of the bid decision, the bidder must provide, if requested: (a)a list of projects of similar size and complexity and their status for a period of thirty-six months prior to solicitation, (b)and a copy of the Bidder’s current financial statement.

Owner shall have wide discretion to determine whether the Bidder’s experience and financial condition are adequate for the Project.

3. Prior to entering the Agreement, evidence of insurance in effect, equal to or exceeding the limits required in Section C-3 or other Contract Documents.

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

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

JUNE 2023 GENERAL TERMS AND CONDITIONS Page 5

B-23 NOTICE AND PROTEST PROCEDURES

1. Notification.

(a) Bid Solicitation: Owner shall provide notice of its decision or intended decision concerning a bid solicitation by advertising for bids and distribution of Bidding Documents.

(b) Contract Award: On contracts in excess of $35,000, notice of a decision or intended decision on contract award or bid rejection shall be given by posting at the location where the bids were opened, by electronic posting or by direct communication to Bidders.

2. Protest.

(a) Any person who is affected adversely by Owner's decision or intended decision shall file with Owner a notice of protest in writing within 72 hours, excluding Saturday, Sunday and State legal holidays, after (i) receipt of the Bidding Documents if the protest is directed toward the Bidding Documents, or (ii) notice of Owner's decision or intended decision on contract award or bid rejection if the protest is directed toward contract award or bid rejection.

(b) Thereafter, a formal written protest by petition in compliance with Section 120.57, Florida Statutes, and Rule 28-110, Florida Administrative Code, must be filed with Owner within ten (10) days after the date the notice of protest was filed.

(c) Failure to file a timely notice of protest or a timely formal written protest petition shall constitute a waiver of protest proceedings.

Any protest filed prior to posting of the bid tabulation or receipt of the notice of the agency decision or intended decision will be considered abandoned unless renewed within the time limit provided for protests.

3. Owner Action.

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

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

(b) Upon receipt of the formal written protest petition which has been timely filed, Owner shall attempt to resolve the protest by mutual agreement between the parties within 7 days, excluding Saturday, Sunday and legal State holidays.

(c) If the protest is not resolved by mutual agreement within said seven (7) days, and if no disputed issue of material fact is involved, Owner may designate a Hearing Officer who shall conduct an informal proceeding pursuant to Section 120.57, Florida Statutes. The qualifications of such designated Hearing Officer shall be: (i) a member in good standing of The Florida Bar; or (ii). a person knowledgeable by virtue of practical experience of the procedures relating to soliciting and evaluating bids for state contracts. Notice of informal proceedings shall be given no less than three days prior to the proceeding. The proceeding may be held before Owner.

(d) If there is a disputed issue of material fact, the protest shall be referred to the Division of Administrative Hearings, State of Florida, for proceedings under Section 120.57, Florida Statutes.

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JUNE 2023 GENERAL TERMS AND CONDITIONS Page 6

SECTION C -- CONTRACT CONDITIONS

C-1 PERFORMANCE BOND AND LABOR AND MATERIAL

PAYMENT BOND

On projects where the Contract Sum exceeds $100,000, Contractor shall furnish Owner with a 100% Performance Bond and 100% Labor and Material Payment Bond written by a Surety Company acceptable to Owner and authorized to do business in the State of Florida and signed by a Florida Licensed Resident Agent. Contractor is required to furnish replacement bonds in the event of cancellation of the original Performance Bond and Labor and Material Payment Bond. The Bonds shall be substantially in the form shown in Exhibits 2 and 3.

The cost of all Performance Bonds and Labor and Material Payment Bonds shall be borne by Contractor. The Bonds shall be accompanied by a duly authenticated or certified document, in duplicate, evidencing that the person executing the Bonds on behalf of the Surety had the authority to do so on that date of the Bond. In the usual case, conferring of that authority has occurred prior to the date of the Bond, and the document showing the date of appointment and enumeration of powers of the person executing the Bond is accompanied by a certification that the appointment and powers have not been revoked and remain in effect. The date of that certification shall be dated the same date as the Bonds and the Bonds shall be dated the same date as the Agreement.

C-2 EXECUTION OF AGREEMENT AND BONDS

Contractor shall execute all required forms of the Agreement and return within fourteen (14) calendar days of their receipt. Failure to return all forms correctly executed within fourteen (14) calendar days of receipt, without extension by Owner otherwise, may constitute an irregularity and deemed grounds, at Owner's option, for rejection and forfeiture of the Bid Deposit or at Owner's option, for the deduction on a day-for-day basis from the time allotted for final completion of the work under the Agreement.

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

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

If Contractor is a corporation, the Agreement shall be executed in the name of the entity by a duly authorized officer.

If the Contractor is an LLC, the Agreement shall be executed by a managing member or manager of the company.

If the Contractor is a corporation, the agreement shall be executed in the name of the Corporation and shall bear the corporate seal. It may be signed for the corporation by the President and attested by the Secretary;

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

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

C-3 CONTRACTOR'S INSURANCE

Contractor shall not commence any work in connection with this Agreement until he has obtained all of the following types of insurance and such insurance has been approved by Owner, nor shall Contractor allow any subcontractor to commence work on a subcontract until all similar insurance required of the subcontractor has been so obtained and approved. All insurance policies shall be with insurers qualified and doing business in Florida through an authorized licensed Florida Resident Agent.

Worker's Compensation Insurance. Contractor shall take out and maintain during the life of this Agreement, Worker's Compensation Insurance for all of its employees connected with the work of this Project and, in case any work is sublet, Contractor shall require the subcontractor similarly to provide Worker's Compensation Insurance for all of the latter's employees unless such employees are covered by the protection afforded by Contractor. Such insurance shall comply fully with the Florida Worker's Compensation law. In case any class of employees engaged in hazardous work under this contract at the site of the Project is not protected under the Worker's Compensation statute, Contractor shall provide, and cause each subcontractor to provide, adequate insurance satisfactory to Owner, for the protection of its employees not otherwise protected.

Bodily Injury and Property Damage Insurance. Contractor shall take out and maintain during the life of this Agreement the following insurance policies as shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by itself or by anyone directly or indirectly employed by him/her, and the amount of such insurance shall be the minimum limits as follows:

(1) Contractor's Comprehensive General Liability Insurance:

$1,000,000 Each Occurrence, Combined Single Limit.

(2) Auto Liability Insurance:

$300,000 Each Occurrence, Combined Single Limit.

(3) Owner's and Contractor's Protective Liability Insurance:

$500,000 Each Occurrence, Combined Single Limit.

(4) Builder's Risk Insurance, All Risks Form:

To be issued on a completed value basis. Installation Floaters and other Inland Marine Forms may be utilized where applicable and are in the best interest of Owner.

Asbestos Abatement Contractors Liability Insurance Pollution Endorsement. An asbestos abatement Contractor shall procure a pollution endorsement to his public liability insurance, against claim or claims expenses arising from the abatement project, as required by Section

255.56 of the Florida Statutes. The coverage by the endorsement may be of the Claims-Made type.

Subcontractor's Insurance. Unless the above policies extend to the operations of all subcontractors, Contractor shall require each subcontractors to procure and maintain during the life of the subcontract, insurance of the type specified above.

"XCU" (Explosion, Collapse, Underground Damage). Contractor's

JUNE 2023 GENERAL TERMS AND CONDITIONS Page 7 insurance policies shall provide "XCU" coverage for those classifications in which they are applicable.

Broad Form Property Damage Coverage, Products and Completed Operations Coverages. Contractor's liability policy shall include Broad Form Property Damage Coverage, Products and Completed Operations Coverages.

Contractual Liability-Work Contracts. Contractor's Liability Policy shall include Contractual Liability Coverage designed to protect Contractor for contractual liabilities assumed by Contractor in the performance of this Contract.

Indemnification . To the fullest extent permitted by law, Contractor and it's liability insurer shall indemnify and hold harmless Owner from and against liabilities, damages, losses and costs, including but not limited to reasonable attorneys fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of Contractor or Contractor’s employees, agents and subcontractors in the performance of work on the Project. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity, which would otherwise exist as to Owner.

Contractor hereby acknowledges receipt of good and valuable consideration as part of its fee in exchange for giving Owner the indemnification provided above. The limit of such indemnification shall be $1,000,000.00 per occurrence.

Loss Deductible Clause. Owner shall be exempt from, and in no way be liable for any sums of money, which may represent a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the Contractor and/or Subcontractor providing such insurance.

Certificate of Insurance. Owner shall be furnished proof of coverage of the above required insurance. Said certificate of insurance forms shall be completed, signed by the authorized licensed Florida Resident Agent and returned to the office of Owner. These certificates shall be dated and show:

(1) The name of the insured contractor, the specific job by name and number, the name of the insurer, the number of the policy, its effective date, and its termination date.

(2) Statement that the Insurer will mail notice to Owner at least thirty

(30) calendar days prior to any material changes in provisions or cancellation of the policy.

(3) Certificate of Insurance shall be in the form as approved by

Insurance Standards Office (ISO) and such Certificate shall clearly state all the coverage’s required in this Section.

(4) Certificate of Insurance shall state that Owner and Agent are listed as additional insured on all appropriate policies.

(5) Copy of the endorsement or additional insured rider to the General Liability Policy.

(6) Registration Number of authorized Resident Agent.

Miscellaneous

(1) If Contractor requests in writing that insurance for special hazards be included in the property insurance policy, Owner shall permit Contractor to purchase such insurance, but the cost thereof shall be paid for by Contractor.

(2) Owner and Contractor waive all rights against each other for damages caused by fire or other perils to the extent covered by insurance, except such rights as they may have to the proceeds of such insurance held by Contractor as trustee. The Contractor shall require similar waivers by subcontractors and sub-subcontractors.

(3) If required in writing by any party in interest, Contractor, as trustee shall, upon the occurrence of an insured loss, give bond for the proper performance of its duties. It shall deposit in a separate account any money so received, and it shall distribute it in accordance with such agreement as the parties in interest may reach.

If after such loss no special agreement is made, replacement of damaged work shall be covered by an appropriate Change Order.

(4) Owner, as trustee, shall have power to adjust and settle any loss with the insurers.

(5) If Owner finds it necessary to occupy or use a portion or portions of the work prior to Substantial Completion thereof, such occupancy shall not commence prior to a time mutually agreed to by Owner and Contractor and to which the insurance company or companies providing the property insurance once have consented by endorsement to the policy or policies. This insurance shall not be cancelled or lapsed on account of such partial occupancy. Consent of Contractor and the insurance company or companies to such occupancy or use shall not be unreasonably withheld.

C-4 NOTICE TO SECURE PERMITS AND UTILITY

CONNECTIONS; NOTICE TO PROCEED

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

Contractor is allowed thirty (30) calendar days from the time of this notice to secure and pay for those required permits and utility connections, if such connection fees are required before construction can start. Special permits such as tree removal, Water Management District, Dept. of Environmental Regulation, septic tank, etc., may be necessary before construction can start. If additional time is required, Contractor will request approval of a time extension for good cause for the purpose of obtaining any permit required prior to commencing construction on the site.

Upon paying for all required connections and securing the Building Permit, Contractor shall notify the Architect/Engineer and Owner. The Notice to Proceed to Mobilize on Site and to Proceed with Construction (“Notice to Proceed”) will then be issued by Owner.

C-5 PUBLIC NOTICE

Immediately following receipt of Notice to Proceed as prescribed in Section C-4 hereinabove, Contractor shall post a notice in the following form in a conspicuous place on the Project site:

"Notice is hereby made to all those concerned and affected that

(Contractor's Name) is performing (224006 Cocoa REVAMP at Cocoa, Florida).

All parties furnishing labor, materials and/or equipment to said project are to provide notice of such in writing by certified mail to Owner at the (Owner's Address) within twenty (20) calendar days of first providing such labor, materials and/or equipment."

C-6 TIME OF COMPLETION AND LIQUIDATED DAMAGES

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The work to be performed under the Agreement shall (i) be commenced within ten (10) calendar days after date of Notice to Proceed; (ii) attain Substantial Completion by the time set forth in the “Supplementary Terms and Conditions” (the “Substantial Completion Date”), and (iii) be finally complete within 30 days of the Substantial Completion Date.

Because failure to complete the Project in a timely basis will result in substantial injury to Owner, and as damages arising from such failure cannot be calculated with any degree of certainty, it is hereby agreed that if Substantial Completion does not occur by the Substantial Completion Date, Contractor shall pay to Owner as liquidated damages for such delay, and not as a penalty, the amount set forth in the “Supplementary Terms and Conditions” for each and every calendar day elapsing between the Substantial Completion Date and the date such substantial completion shall have been fully accomplished. Said liquidated damages shall be payable in addition to any excess expenses or costs payable by Contractor to Owner under Section C-40 (“Termination”), and shall not exclude the recovery of damages by Owner under other provisions of the Contract Documents, except for Contractor's delay. This provision of liquidated damages for delay shall in no manner affect Owner's right to terminate the contract as provided in Section C-40 or elsewhere in the Contract Documents. Owner's exercise of the right to terminate shall not release Contractor from its obligation to pay said liquidated damages in the amounts set out above.

In the event of termination of the Agreement by Owner prior to the Substantial Completion Date, Contractor shall be liable to Owner for the expenses for additional managerial and administrative services provided in Section C-40 and also for the per diem liquidated damages at the rate specified in the Agreement:

1. for each day it is in arrears in its work at the time of said termination as determined by the Architect/Engineer, and

2. for an additional thirty (30) calendar days, hereby stipulated and agreed to be the time it will require Owner to effect another contract for completion of the Project and for resumption of work thereon.

Provided, however, that the sum of 1 and 2 above shall not exceed the number of days beyond the Substantial Completion Date, or any reasonable extension thereof.

Owner may deduct from any balance retained by Owner, the liquidated damages for delay or termination, as the case may be, or such portions thereof as the retained balance will cover.

C-7 CONSTRUCTION SCHEDULES

Within twenty (20) calendar days after the date of Owner's issuance of a Notice to Proceed, Contractor shall prepare and electronically submit to the Architect/Engineer and Project Manager a construction schedule graphically depicting the activities contemplated to occur as a necessary incident to performance of the work required to complete the Project, showing the sequence in which Contractor proposes for each such activity to occur and the duration (dates of commencement and completion, respectively) of each such activity.

At least once each month, the Architect/Engineer will determine whether the schedule developed and submitted by Contractor meets the requirements stated above and whether the progress of the work complies with Contractor's schedule. Contractor shall provide an updated schedule with each request for partial payment. Failure of Contractor to develop, submit and conform to a construction schedule as contemplated herein shall be sufficient grounds for the Architect/Engineer to find Contractor in substantial default and certify to Owner that sufficient cause exists to terminate the Agreement or to withhold any payment.

Following development and submittal of the construction schedule as aforesaid, Contractor shall, at the end of each calendar month, or at such earlier intervals as circumstances may require, update and/or revise the construction schedule to show the actual progress of the work performed and the occurrence of all events affecting the progress of work already performed or yet to be performed in contrast with the construction schedule last submitted. Each such update and/or revision to the construction schedule shall be submitted to the Architect/Engineer and Project Manager electronically. Failure of Contractor to update, revise and submit the Construction Schedule as aforesaid shall be sufficient grounds for the Architect/Engineer to find Contractor in substantial default and certify to Owner that sufficient cause exists to terminate the Contract or to withhold payment to Contractor until a schedule or schedule update acceptable to the Architect/Engineer is submitted.

Contractor shall have the option of scheduling a Substantial Completion Date earlier than the date established by the Contract Documents;

provided, however, in such event, such earlier Substantial Completion Date will be recognized by Owner only as a matter of convenience to Contractor and shall not change the date for Substantial Completion established by the Contract Documents or be otherwise binding on Owner or anyone under Owner's control; and provided further, however, in such event, should events occur during performance of the work necessary to complete the Project which would justify the granting to Contractor of an extension of the Contract Time pursuant to the provisions of the AIA Document, Contractor shall be entitled to receive only such an extension of Contract Time as is determined by the Architect/Engineer to be due Contractor as follows:

1. If the currently approved Contractor's schedule indicates completion ahead of the contractually established date for Substantial Completion, the time extension to the Agreement shall only be determined, when the total time directly affecting the critical path of the schedule is added to the end date of the schedule thereby making a new end date beyond the contractual completion date. The time extension will only be for the time between the currently approved contractual completion date and the new schedule end date.

2. If the currently approved Contractor's schedule indicates completion at or after the contractually established date for Substantial Completion, the time extension shall only be added to the contractually established date for the substantial completion and shall be determined by the Architect/Engineer as the portion of delay time directly affecting the critical path of the current approved contract schedule.

C-8 VERIFICATION OF OWNER'S SURVEY DATA

Prior to commencing any excavation or grading, Contractor shall be satisfied as to the accuracy of all survey data as indicated in these plans and specifications and/or as provided by Owner. Should Contractor discover any inaccuracies, errors, or omissions in the survey data, he shall immediately notify the Architect/Engineer in order that proper adjustments can be anticipated and ordered. Commencement by Contractor of any excavation or grading shall be held as an acceptance of the survey data by the Contractor after which time Contractor has no claim against Owner resulting from alleged errors, omissions or inaccuracies of the said survey data.

C-9 CONSTRUCTION SITE AND FACILITIES

Sanitary Provisions. Contractor shall provide and maintain in a neat and sanitary condition such accommodations for the use of its employees as may be necessary to comply with regulations of the County or the Department of Health. No nuisance will be permitted.

Temporary Wiring. Contractor shall meet all safety requirements of the National Electric Code, Florida Department of Financial Services, Division of Worker's Compensation or local requirements. In addition, all wire shall be so sized that it is not over-loaded according to the National

JUNE 2023 GENERAL TERMS AND CONDITIONS Page 9

Electric Code, and any wire used shall be fused to adequately protect that wire according to the Code referred to. Contractor shall have an adequate number of outlets and each outlet shall be properly and clearly labeled with the maximum voltage and fuse protection. Where temporary lighting is used, outlet shall consist of weatherproof socket insulated and provided with a locking type wire guard. All devices shall be properly grounded.

Storage and Work Areas. At the start of the operations Contractor shall make…