RFQ_25_26-06_CMAR_Agreement_and_Bonds.pdf

AIA

Document A312® – 2010 Payment Bond

AIA Document A312 – 2010 Payment Bond. Copyright © 2010. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:19:36 ET on 11/18/2025 under Order No.2114458865 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

User Notes: (892947566)

ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed.

This document has important legal consequences.

Consultation with an attorney is encouraged with respect to its completion or modification.

Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable.

ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document.

CONTRACTOR:

(Name, legal status, phone number, and address)

SURETY:

(Name, legal status, phone number, and principal place of business)

OWNER:

(Name, legal status, phone number, and address)

CONSTRUCTION CONTRACT

Date: « » Amount: $ « » Contract No.:

Description:

(Name and location)

BOND

Bond No.:

Date:

(Not earlier than Construction Contract Date) Amount: $ « » Modifications to this Bond: « » None « X

See Section 18

CONTRACTOR AS PRINCIPAL SURETY

Company: (Corporate Seal) Company: (Corporate Seal)

Signature:

Name and Title:

« »« » Name and Title:

(Any additional signatures appear on the last page of this Payment Bond.)

(FOR INFORMATION ONLY — Name, address and telephone) AGENT or BROKER:

OWNER’S REPRESENTATIVE:

(Architect, Engineer or other party:)

AIA Document A312 – 2010 Payment Bond. Copyright © 2010. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:19:36 ET on 11/18/2025 under Order No.2114458865 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

§ 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner to pay for labor, materials and equipment furnished for use in the performance of the Construction Contract, which is incorporated herein by reference, subject to the following terms.

§ 2 If the Contractor promptly makes payment of all sums due to Claimants, and defends, indemnifies and holds harmless the Owner from claims, demands, liens or suits by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract, then the Surety and the Contractor shall have no obligation under this Bond.

§ 3 If there is no Owner Default under the Construction Contract, the Surety’s obligation to the Owner under this Bond shall arise after the Owner has promptly notified the Contractor and the Surety (at the address described in Section 13) of claims, demands, liens or suits against the Owner or the Owner’s property by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract and tendered defense of such claims, demands, liens or suits to the Contractor and the Surety.

§ 4 When the Owner has satisfied the conditions in Section 3, the Surety shall promptly and at the Surety’s expense defend, indemnify and hold harmless the Owner against a duly tendered claim, demand, lien or suit.

§ 5 The Surety’s obligations to a Claimant under this Bond shall arise after the following:

§ 5.1 Claimants, who do not have a direct contract with the Contractor, .1 have furnished a written notice of non-payment to the Contractor, stating with substantial accuracy the amount claimed and the name of the party to whom the materials were, or equipment was, furnished or supplied or for whom the labor was done or performed, within ninety (90) days after having last performed labor or last furnished materials or equipment included in the Claim; and

.2 have sent a Claim to the Surety (at the address described in Section 13).

§ 5.2 Claimants, who are employed by or have a direct contract with the Contractor, have sent a Claim to the Surety (at the address described in Section 13).

§ 6 If a notice of non-payment required by Section 5.1.1 is given by the Owner to the Contractor, that is sufficient to satisfy a Claimant’s obligation to furnish a written notice of non-payment under Section 5.1.1.

§ 7 When a Claimant has satisfied the conditions of Sections 5.1 or 5.2, whichever is applicable, the Surety shall promptly and at the Surety’s expense take the following actions:

§ 7.1 Send an answer to the Claimant, with a copy to the Owner, within sixty (60) days after receipt of the Claim, stating the amounts that are undisputed and the basis for challenging any amounts that are disputed; and

§ 7.2 Pay or arrange for payment of any undisputed amounts.

§ 7.3 The Surety’s failure to discharge its obligations under Section 7.1 or Section 7.2 shall not be deemed to constitute a waiver of defenses the Surety or Contractor may have or acquire as to a Claim, except as to undisputed amounts for which the Surety and Claimant have reached agreement. If, however, the Surety fails to discharge its obligations under Section 7.1 or Section 7.2, the Surety shall indemnify the Claimant for the reasonable attorney’s fees the Claimant incurs thereafter to recover any sums found to be due and owing to the Claimant.

§ 8 The Surety’s total obligation shall not exceed the amount of this Bond, plus the amount of reasonable attorney’s fees provided under Section 7.3, and the amount of this Bond shall be credited for any payments made in good faith by the Surety.

§ 9 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the Construction Contract and to satisfy claims, if any, under any construction performance bond. By the Contractor furnishing and the Owner accepting this Bond, they agree that all funds earned by the Contractor in the performance of the Construction Contract are dedicated to satisfy obligations of the Contractor and Surety under this Bond, subject to the Owner’s priority to use the funds for the completion of the work.

AIA Document A312 – 2010 Payment Bond. Copyright © 2010. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:19:36 ET on 11/18/2025 under Order No.2114458865 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

§ 10 The Surety shall not be liable to the Owner, Claimants or others for obligations of the Contractor that are unrelated to the Construction Contract. The Owner shall not be liable for the payment of any costs or expenses of any Claimant under this Bond, and shall have under this Bond no obligation to make payments to, or give notice on behalf of, Claimants or otherwise have any obligations to Claimants under this Bond.

§ 11 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations.

§ 12 Any suit or action pursuant to this Bond must be commenced in accordance with the time and notice provisions of Section 255.05(2) and (10), Florida Statutes. No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the state in which the project that is the subject of the Construction Contract is located. A suit or action pursuant to this Bond, except an action for recovery of retainage, must be instituted within 1 year after the last day of furnishing labor, services, or materials by Claimant. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable.

§ 13 Notice and Claims to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. Actual receipt of notice or Claims, however accomplished, shall be sufficient compliance as of the date received.

§ 14 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond.

§ 15 Upon request by any person or entity appearing to be a potential beneficiary of this Bond, the Contractor and Owner shall promptly furnish a copy of this Bond or shall permit a copy to be made.

§ 16 Definitions § 16.1 Claim. A written statement by the Claimant including at a minimum:

.1 the name of the Claimant;

.2 the name of the person for whom the labor was done, or materials or equipment furnished;

.3 a copy of the agreement or purchase order pursuant to which labor, materials or equipment was furnished for use in the performance of the Construction Contract;

.4 a brief description of the labor, materials or equipment furnished;

.5 the date on which the Claimant last performed labor or last furnished materials or equipment for use in the performance of the Construction Contract;

.6 the total amount earned by the Claimant for labor, materials or equipment furnished as of the date of the Claim;

.7 the total amount of previous payments received by the Claimant; and

.8 the total amount due and unpaid to the Claimant for labor, materials or equipment furnished as of the date of the Claim.

§ 16.2 Claimant. An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to furnish labor, materials or equipment for use in the performance of the Construction Contract. The term Claimant also includes any individual or entity that has rightfully asserted a claim under an applicable mechanic’s lien or similar statute against the real property upon which the Project is located. The intent of this Bond shall be to include without limitation in the terms “labor, materials or equipment” that part of water, gas, power, light, heat, oil, gasoline, telephone service or rental equipment used in the Construction Contract, architectural and engineering services required for performance of the work of the Contractor and the Contractor’s subcontractors, and all other items for which a mechanic's lien may be asserted in the jurisdiction where the labor, materials or equipment were furnished.

§ 16.3 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and all changes made to the agreement and the Contract Documents.

AIA Document A312 – 2010 Payment Bond. Copyright © 2010. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:19:36 ET on 11/18/2025 under Order No.2114458865 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

§ 16.4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract.

§ 16.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor.

§ 17 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor.

§ 18 Modifications to this bond are as follows:

« This Bond is intended to comply with Section 255.05, Florida Statutes. Any provisions of this Bond which conflict with or purport to grant coverage in excess of the minimum requirements of Section 255.05, Florida Statutes, are deemed deleted or amended such that the Bond provisions will provide only the coverage specified in Section 255.05, Florida Statutes. This Bond is unconditional. »

(Space is provided below for additional signatures of added parties, other than those appearing on the cover page.)

CONTRACTOR AS PRINCIPAL SURETY

Name and Title: « »« » Name and Title: « »« » Address: « » Address: « »

AIA

Document A312® – 2010 Performance Bond

AIA Document A312 – 2010 Performance Bond. Copyright © 2010. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:19:37 ET on 11/18/2025 under Order No.2114458865 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

User Notes: (2003916393)

ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed.

This document has important legal consequences.

Consultation with an attorney is encouraged with respect to its completion or modification.

Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable.

ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document.

CONTRACTOR:

(Name, legal status, phone number, and address)

SURETY:

(Name, legal status, phone number, and principal place of business)

OWNER:

(Name, legal status and address) « City of Sanford, Florida»« » « 300 North Park Avenue, Sanford, Florida 32771 407-688-5000 »

CONSTRUCTION CONTRACT

Date: « » Amount: $ « » Owner’s Contract No.:

Description:

(Name and location)

BOND

Date:

Bond No.:

(Not earlier than Construction Contract Date) Amount: $ « » Modifications to this Bond: « » None «X» See Section 16

CONTRACTOR AS PRINCIPAL SURETY

Company: (Corporate Seal) Company: (Corporate Seal)

Signature:

Signature:

Name and Title:

« »« » Name and Title:

(Any additional signatures appear on the last page of this Performance Bond.)

(FOR INFORMATION ONLY — Name, address and telephone) AGENT or BROKER:

OWNER’S REPRESENTATIVE:

(Architect, Engineer or other party:)

AIA Document A312 – 2010 Performance Bond. Copyright © 2010. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:19:37 ET on 11/18/2025 under Order No.2114458865 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

§ 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner for the performance of the Construction Contract, which is incorporated herein by reference.

§ 2 If the Contractor performs the Construction Contract, the Surety and the Contractor shall have no obligation under this Bond, except when applicable to participate in a conference as provided in Section 3.

§ 3 If there is no Owner Default under the Construction Contract, the Surety’s obligation under this Bond shall arise upon Surety’s receipt of Owner’s written correspondence to Contractor and Surety declaring a Contractor Default.

§ 4 Failure on the part of the Owner to comply with the notice requirement in Section 3 shall not constitute a failure to comply with a condition precedent to the Surety’s obligations, or release the Surety from its obligations, except to the extent the Surety demonstrates actual prejudice.

§ 5 When the Owner has satisfied the conditions of Section 3, the Surety shall promptly and at the Surety’s expense take one of the following actions:

§ 5.1 Arrange for the Contractor, with the consent of the Owner, to perform and complete the Construction Contract;

§ 5.2 Undertake to perform and complete the Construction Contract itself, through its agents or independent contractors, other than the defaulted Contractor, however the selection of Surety’s agents or independent contractors must be approved by Owner and such approval shall not be unreasonably withheld;

§ 5.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Construction Contract, arrange for a contract to be prepared for execution by the Owner and a contractor selected with the Owner’s concurrence, to be secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract, and pay to the Owner the amount of damages as described in Section 7 in excess of the Balance of the Contract Price incurred by the Owner as a result of the Contractor Default, however, Surety shall complete the foregoing actions no later than thirty (30) days after Surety’s receipt of Owner’s written correspondence to Contractor and Surety declaring a Contractor Default; or

§ 5.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor and with reasonable promptness under the circumstances, and, after investigation, determine the amount for which it may be liable to the Owner and, as soon as practicable after the amount is determined, make payment to the Owner.

§ 6 If the Surety does not proceed as provided in Section 5 with reasonable promptness, the Surety shall be deemed to be in default on this Bond seven days after receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce any remedy available to the Owner. If the Surety proceeds as provided in Section 5.4, and the Owner refuses the payment or the Surety has denied liability, in whole or in part, without further notice the Owner shall be entitled to enforce any remedy available to the Owner.

§ 7 If the Surety elects to act under Section 5.1, 5.2 or 5.3, then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Construction Contract, and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the Construction Contract. Subject to the commitment by the Owner to pay the Balance of the Contract Price, the Surety is obligated, without duplication, for

.1 the responsibilities of the Contractor for correction of defective work and completion of the Construction Contract, including but not limited to correction of defective Work discovered after Substantial Completion;

.2 consequential damages, including but not limited to additional legal (including attorney’s fees and costs), design professional and delay costs resulting from the Contractor’s Default, and resulting from the actions or failure to act of the Surety under Section 5; and

.3 liquidated damages, or if no liquidated damages are specified in the Construction Contract or if liquidated damages have not yet accrued, then actual damages caused by delayed performance or non-performance of the Contractor.

§ 8 If the Surety elects to act under Section 5.1, 5.3 or 5.4, the Surety’s liability is limited to the amount of this Bond.

AIA Document A312 – 2010 Performance Bond. Copyright © 2010. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:19:37 ET on 11/18/2025 under Order No.2114458865 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

§ 9 The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Construction Contract, and the Balance of the Contract Price shall not be reduced or set off on account of any such unrelated obligations. No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs, executors, administrators, successors and assigns.

§ 10 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations.

§ 11 Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located and shall be instituted in accordance with Florida law.. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable.

§ 12 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears.

§ 13 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond.

§ 14 Definitions § 14.1 Balance of the Contract Price. The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made, including allowance to the Contractor of any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract.

§ 14.2 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and changes made to the agreement and the Contract Documents.

§ 14.3 Contractor Default. Failure of the Contractor, which has not been remedied or waived, to perform or otherwise to comply with a material term of the Construction Contract.

§ 14.4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract.

§ 14.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor.

§ 15 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor.

AIA Document A312 – 2010 Performance Bond. Copyright © 2010. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:19:37 ET on 11/18/2025 under Order No.2114458865 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

§ 16 Modifications to this bond are as follows:

« This Bond is intended to comply Florida law and the provisions of Section 255.05, Florida Statutes. Any provisions of this Bond which conflict with or purport to grant coverage in excess of the minimum requirements of Section 255.05, Florida Statutes, are deemed deleted or amended such that the Bond provisions will provide only the coverage specified in Section 255.05, Florida Statutes. »

(Space is provided below for additional signatures of added parties, other than those appearing on the cover page.)

CONTRACTOR AS PRINCIPAL SURETY

Name and Title: « »« » Name and Title: « »« » Address: « » Address: « »

CONSTRUCTION CONTRACT

Contract No. RFQ 25/26-06

Construction Management at Risk (CMaR)

OWNER

The City of Sanford, Florida, a municipality (“Owner”) 300 Park Avenue Sanford, FL 32771

CONTRACTOR

Contractor’s Name (“Contractor”) Contractor’s License No.

Contractor’s Contact Information

DESIGN PROFESSIONAL (If Applicable)

Design Professional’s Name (“Design Professional”) Design Professional’s License No.

Design Professional’s Contact Information

PROJECT

Project Description (“Project”) Project Address and Parcel ID.

This Construction Contract (“Contract”) is made by and between the City of Sanford, Florida (“Owner”) and _____________ (“Contractor”) (Owner and Contractor are each individually referred to herein as a “Party” and collectively as the “Parties”) and is effective as of the Effective Date. The Parties, in consideration of the mutual covenants and obligations identified hereunder, the sufficiency of which is hereby acknowledged, do hereby agree as follows:

1. DEFINITIONS AND EXHIBITS

1.1 Definitions. Definitions of capitalized terms and phrases shall have the meanings set forth below and throughout this Contract.

a. “Contract Documents” shall mean this Contract including exhibits, the Drawings and Specifications, and Modifications issued after the Contract is executed.

b. “Contract Price” shall have the meaning set forth in Section 3.1.

c. “Contractor” shall mean the Contractor that is identified above.

d. “Day” shall mean calendar day.

e. “Drawings and Specifications” shall mean the drawings, plans, and specifications prepared by

Design Professional and attached as Exhibit __.

f. “Design Professional” shall refer to the Design Professional identified above.

g. “Effective Date” shall mean the date of the last signature hereto.

h. “Laws” refers to all federal, state, municipal, and local laws, statutes, executive orders, administrative orders, rules, standards, regulations, ordinances, notices, requirements, codes and requirements from the authority having jurisdiction.

i. “Indemnitees” shall have the meaning set forth in Section 8.8.

j. “Indemnity Claim” shall have the meaning set forth in Section 8.8.

k. “Modifications” shall mean any amendments to this Contract that are signed by both parties, including but not limited to Change Orders.

l. “Notice of Claim” shall have the meaning set forth in Section 10.1.

m. “Owner” shall mean the City of Sanford, Florida.

n. “Owner’s Rules” shall have the meaning set forth in Section 2.13.

o. “Project” shall mean the construction project identified above.

p. “Schedule” shall have the meaning set forth in Section 4.3.

q. “Subcontractors” refers to all subcontractors, at any tier, suppliers, laborers, and all other entities or persons that furnish labor, services, materials or equipment, either directly or indirectly, to Contractor for the Project.

r. “Substantial Completion” shall have the meaning set forth in Section 3.11.

s. “Termination for Cause” shall have the meaning set forth in Section 7.2.

t. “Work” shall mean performance of the construction services required by the Contract Documents and includes all labor, services, equipment, and materials to be provided by the Contractor.

1.2 Exhibits. The exhibits to this Contract include:

a. Exhibit __ – Drawings and Specifications

b. Exhibit __ – Waiver and Release Forms

c. Exhibit __ – Schedule

d. Exhibit __ – Insurance Requirements

e. Exhibit __ – Contractor’s Affidavit as to Public Entity Crimes and Scrutinized Companies

f. Exhibit __ – Nongovernmental Entity Human Trafficking Affidavit

g. Exhibit __ – Foreign Country of Concern Attestation

h. Exhibit __, Instructions on Criminal Background Check Form (City of Sanford to remove if not applicable)

2. CONTRACTOR’S WORK

2.1 Work. Contractor agrees to furnish and pay for all labor, materials, equipment, tools, services, facilities, and any other things required to perform the Work.

2.2 Warranty. Contractor warrants and guarantees to the Owner that:

a. the Work shall be performed free from defects;

b. the Work shall be performed in accordance with the Contractor’s best skill and attention;

c. the Work shall be performed in strict accordance with all Laws, the Contract Documents, and industry standards;

d. the Work shall be performed in accordance with the highest workmanship standards in the construction field;

e. the Work shall be performed to the complete satisfaction of the Owner, Design Professional, and the

Authority Having Jurisdiction (“AHJ”);

f. the Work shall be performed free from any contamination by hazardous wastes or other hazardous or toxic materials of any kind, including, without limitation, asbestos, PCB’s and other toxic or hazardous chemicals or materials;

g. all materials and equipment furnished will be of good quality, new, merchantable, free from defects, and in strict accordance with all Laws and the Contract Documents.

Any portion of the Work, including materials, or equipment, that does not conform to these requirements shall be considered defective. Contractor shall obtain similar warranties from each of its Subcontractors which shall run in favor of the Owner. The provisions of this Section are supplementary to the provisions in this Contract related to correction of defective Work. Contractor’s warranty obligations will survive final payment or any early termination of this Contract.

2.3 Licensing and Certifications. Contractor represents and warrants that it is lawfully licensed by the State of Florida to perform the services contemplated under this Contract. Contractor shall maintain required licenses and certifications, as required by the State of Florida and any other Laws, at all times Contractor is performing Work. Contractor shall verify that all Subcontractors have the required licensure required by the State of Florida and the Laws and shall not permit any Subcontractor to perform Work if that Subcontractor does not maintain proper licenses and certifications.

2.4 Subcontractors. Any subcontract with a Subcontractor must incorporate the terms of this Contract.

Contractor remains fully responsible for the actions and omissions of all Subcontractors. Subcontracting any portion of the Work to a Subcontractor does not in any way release Contractor from liability to the Owner for the actions or omissions of the Subcontractor. Contractor shall obtain Owner’s written consent before subcontracting any portion of the Work to a Subcontractor. By approving or disapproving of Contractor’s engagement of a Subcontractor, Owner is no way accepting liability or responsibility for the actions or omissions of the Subcontractor.

2.5 Means and Methods. Contractor shall supervise and direct the performance of the Work including any Work performed by Subcontractors at all times. Contractor shall be solely responsible for, and have exclusive control over, the construction means, methods, techniques, and sequences utilized for the Work.

If Contractor contends that a recommended installation procedure, whether set forth in the Drawings and Specifications or if required by a manufacturer: (1) deviates from good construction practice, (2) will affect the warranties provided by Contractor or a Subcontractor, then Contractor shall promptly advise the Design Professional and Owner.

2.6 Documents at the Site. At all times, Contractor shall maintain at the site one copy of the Contract Documents. At all times, Contractor shall also maintain at the site a copy of the Contract Documents marked to indicate field changes and selections made during construction. At all times, Contractor shall maintain at the site one copy of approved shop drawings, product data, samples and similar required submittals. At all times, Contractor shall maintain a copy of the Drawings and Specifications that were approved for permit by the Authority Having Jurisdiction and shall make them accessible to the Design Professional, Owner, and any build inspector.

2.7 Shop Drawings. The Contractor shall review for compliance with the Contract Documents, approve and submit to the Design Professional shop drawings, product data, samples and similar submittals required to be reviewed and approved by the Design Professional.

2.8 Use of the Site and Access. Contractor shall confine operations to the Project site and shall not unreasonably encumber the site with materials or equipment. The Contractor acknowledges the ongoing operations of the Owner and agrees to coordinate the Work with the Owner and conduct the Work in a manner which minimizes or eliminates any adverse impact on the Owner. The Contractor shall provide the Design Professional and Owner access to the Work at all times.

2.9 Safety. Contractor shall be solely responsible for ensuring proper job site safety procedures are utilized and for ensuring the safety of Contractor’s employees and any employees of Subcontractor(s). Contractor is solely responsible for ensuring all of its operations are performed in compliance with all applicable Laws, including but in no way limited to health and safety laws and regulations, including the Occupational Safety and Health Act, and all laws and regulations governing handling and storage of hazardous materials.

Contractor shall supply and use appropriate personal protective equipment and personal safety equipment required by the Laws and shall ensure employees are adequately educated and trained in proper safety procedures and requirements.

2.10 Permits and Licensing. Contractor shall ensure the Work is performed in compliance with all licensing, permitting, and certification requirements imposed by the Laws. Contractor shall pay for all costs associated with obtaining any permits, authorizations, or clearances associated with the Work. The Contractor shall secure and pay for the building, mechanical, electrical and plumbing permits, engineering and inspection charges required by any governmental authority or other person or entity having jurisdiction over the Work.

Said permits shall include, without limitation, both temporary and permanent permits, building permits, certificates of occupancy, curb-breaking permits, highway entrance permits, water permits and all similar permits and certificates. The Contractor will deliver original drawings and specifications to the Building Department and pay the initial plan check fee. If any governmental authority or other person or entity having jurisdiction requires special bonding of Contractor or the posting of any security for any part of the Work (not including Contractor’s performance bond), then Contractor shall pay the premiums for such bond or post such security. The Owner shall be responsible for all capacity charges and impact fees.

2.11 Compliance with Laws. Contractor shall ensure performance of the Work is in accordance with all Laws including but in no way limited to those relating to safety, discrimination, immigration, and fair employment practices, without additional charge or expenses to Owner. Contractor shall be responsible for and shall correct, at its own expense, any violation of the Laws.

2.12 Removal. Owner shall have the right to immediately remove any employee of Contractor or a Subcontractor that: (1) endangers the safety and wellbeing of people or property; or (2) does not comply with the requirements of this Contract.

2.13 Code of Conduct. Employees of Contractor and Subcontractors shall comply with the following rules at all times they are on the Project site. The following rules shall be referred to herein as “Owner’s Rules.”

a. Tobacco, drugs, and alcohol may not be consumed at any time on the Project site. Any person(s) under the influence of drugs or alcohol or who is using tobacco shall be immediately removed from the Project.

b. Contractor shall require all construction personnel to maintain a neat general appearance at all times. Shirts, trousers, and proper shoes are required apparel. The display of vulgar words, signs, or figures is prohibited. Sandals and flip-flops are prohibited on the Project site.

c. The use of radios, tape players, cd players, boom boxes, sound producing devices, and the like are prohibited on the Project site.

d. Contractor shall require all construction vehicles to adhere to posted speed limits on the Project site and shall only permit construction vehicles to park in spots that Owner has authorized.

e. Proper safety attire must be worn at all times Contractor or any Subcontractor is at the Project site, including hard hats, boots, and other personal protective equipment.

Contractor’s failure to comply with Owner’s Rules may, at Owner’s sole discretion, result in immediate Termination for Cause of Contractor.

2.14 Clean Up. Contractor shall clean up all trash and debris on a daily basis. Trash and debris shall only be disposed of at locations and receptacles authorized by Owner. Unused or excess materials or equipment should only be stored in locations authorized by Owner or removed from the Project site when not being used. If Contractor fails to clean up debris, contaminants, materials, or trash, Owner can clean up using its own forces or a third-party and is entitled deduct the costs of such clean up from the Contract Price.

2.15 Due Diligence. By executing this Contract, Contractor certifies that it has been given an opportunity to: (1) visit the Project site, (2) investigate the nature of the Project site, and (3) review the Contract Documents.

Contractor shall verify all dimensions and actual field conditions before performing Work. Contractor warrants that it has sufficient information about the nature and location of the Work, the character, kind and quality of material to be encountered during the Work, and the character, kind and quantity of equipment needed to perform the Work. Contractor warrants that it can perform Work for the Contract Price. As part of Contractor’s due diligence into the Project and review of the Contract Documents, Contractor shall notify Owner in writing of any conditions which might adversely affect performance of the Work.

2.16 As Built Drawings. Contractor shall prepare as-built drawings that depict the physical conditions actually constructed. All as-built drawings prepared by Contractor shall become the property of Owner. The Contractor shall provide the As-Builts in both paper copy and digital media in the form approved by the Owner.

2.17 Continued Performance. Unless Owner terminates Contractor or suspends the Work, Contractor shall not be entitled to stop performing the Work for any reason. To the extent Contractor stops performing the Work, it shall be considered a material breach of the Contract and Owner shall be entitled to recover any resulting damages incurred from Contractor.

2.18 Ownership of Documents. All reports, drawings, plans, studies, models, sketches, specifications, shop drawings, submittals, or other documents furnished for the Project and prepared by the Contractor or any Subcontractor, including copyrights, trademarks, patents, and all other intellectual property rights (“Project Documents”), are the sole and exclusive property of Owner. Contractor agrees that all Project Documents, whether in final form or draft, are hereby assigned exclusively to Owner, including any copyright, patent, trademark, or other intellectual property rights. Contractor further hereby expressly assigns all of its present and future rights therein to Owner, and agrees to execute and furnish, and to cause all of Contractor’s Subcontractors to execute and furnish, in favor of Owner, separate assignment documents from time to time as requested by Owner. This Section shall survive any termination or expiration of this Agreement.

2.19 No Employment Relationship. Contractor and Contractor’s employees have no employment relationship with Owner.

2.20 Acts and Omissions. Contractor shall be responsible to the Owner for the acts and omissions of Contractor’s employees, Subcontractors, Subcontractors’ agents and employees, and any other persons or entities performing any part of the Work on behalf of the Contractor or any of its Subcontractors.

2.21 Tax Savings Program. Notwithstanding anything herein to the contrary, because Owner is exempt from sales tax and wishes to generate sales tax savings for the Project, Owner reserves the right to make direct purchases of various construction materials and equipment included in the Work (“Owner Purchased Materials”). Before purchasing materials or equipment for the Project that exceed $5,000.00 in cost, Contractor shall identify in writing to Owner all materials and equipment to be included in the Work that will generate sales tax savings if purchased directly by Owner. Contractor shall comply with the written procedures for Owner Purchased Materials provided by Owner to Contractor and shall incorporate a similar provision to this provision in all of its subcontracts requiring the Subcontractors’ compliance with Owner’s tax savings program. Owner shall execute direct purchase orders with vendors for such Owner Purchased Materials. The purchase orders shall contain Owner’s Consumer Certificate of Exemption number. Owner shall acquire title to all Owner Purchased Materials at the time same are delivered to the Project site. Owner shall obtain insurance on the Owner Purchased Materials and Owner shall assume all risk of loss and theft for the Owner Purchased Materials upon their delivery to the Project site and until they are incorporated into the real property. Vendors shall invoice Owner directly for the Owner Purchased Materials. Owner shall pay vendors directly for the Owner Purchased Materials. Contractor represents and warrants that it will use its best efforts to cooperate with Owner in implementing this sales tax savings program in order maximize cost savings for the Project. Upon the execution of a purchase order, Owner and Contractor shall execute a Change Order decreasing the Contract Price by the total cost, including the saved sales tax, for the materials or equipment purchased directly by Owner under said purchase order. With respect to all direct purchases by Owner, Contractor shall remain responsible for coordinating, installing, inspecting, storing, handling, warranting, receiving and unloading, ensuring accuracy of quantities ordered, protecting, security, cleaning, scheduling, shipping, and quality control for all Owner Purchased Materials. Contractor shall remain responsible for ensuring all Owner Purchased Materials meet the requirements of the Contract Documents. Notwithstanding anything herein to the contrary, Contractor expressly acknowledges and agrees that any materials or equipment directly purchased by Owner pursuant to this Section shall be included within and covered to the same extent as all other warranties and performance guarantees provided by Contractor pursuant to the terms of the Contract Documents, including bonds. The Parties understand that the above Owner direct purchase procedures are generally not available to purchase fabricated materials from a vendor that, in addition to fabricating them, also installs those same fabricated materials into the Project. Owner’s purchase of Owner Purchased Materials shall in no way make Owner liable for the defective or non-conforming installation of Owner Purchased Materials. For avoidance of doubt, 100% of all tax savings resulting from any Owner Purchased Materials shall accrue to the benefit of the Owner only.

2.22 Manufacturer and Subcontractor Warranties. Contractor shall ensure that Owner is a direct beneficiary of all manufacturer and subcontractor warranties that Contractor is required to provide to Owner pursuant to the Contract Documents. Contractor shall perform the Work in such manner as to preserve all manufacturer and subcontractor warranties required by the Contract Documents. Further, Contractor shall comply, and cause its Subcontractors to comply, with all manufacturers’ installation specifications, details, and requirements. Contractor shall purchase, assign, and deliver to Owner, as a condition precedent to final completion, all manufacturer and Subcontractor warranties required by the Contract Documents.

2.23 Owner’s Authority. Owner shall be entitled to make any decision or approval required by this Contract to be made by the Design Professional. Any decision of Owner shall supersede any decision of the Design

Professional. Any time Contractor shall be required to notify or report to the Design Professional such notice or report shall also be made to Owner.

2.24 Permits and Related Costs. Contractor shall secure and pay for all permits, fees, licenses, and inspections required by government agencies and/or the AHJ and Contractor acknowledges that these costs are included within the Contract Price.

3. PAYMENT

3.1 Contract Price. (City of Sanford to use (a) OR (b); do not include both)

a. Lump Sum. Owner shall pay the Contractor Amount of Stipulated Sum in Words ($_______) (“Contract Price”) for the Contractor’s complete performance of the Work.

b. Lump Sum and Unit Prices. Owner shall pay the Contractor the Contract Price for completion of the Work. The Contract Price shall be calculated by adding the Lump Sum Price and the Estimated Total Price for Unit Price Work.

(i) The Lump Sum Price shall be Amount of Stipulated Sum in Words ($_______);

(ii) The Estimated Total Price for Unit Price Work shall be __________, which is the sum of the extended prices for each of the following facets of the Work. The extended price shall be calculated for each item of unit price work by multiplying the stated unit price times the estimated quantity of Work. Estimated quantities are not guaranteed and are only being used to determine the initial Contract Price. Payment to Contractor for unit price Work will be based on actual quantities of Work performed. Design Professional will determine the actual quantities of Work performed by the Contractor. Contractor acknowledges and agrees that the stated unit price includes all costs associated with that facet of Work and includes Contractor’s overhead and profit.

Description of Unit Price Work

Unit Unit Price Estimated Quantity

Extended Price

Description of Unit Price Work

Unit (CY, LF, Etc.)

Description of Unit Price Work

Unit (CY, LF, Etc.)

Estimated Total Price for Unit Price Work $______

3.2 Contractor’s Warranties Regarding the Contract Price. Contractor warrants that the Contract can be performed for the Contract Price. Contractor shall pay for all taxes associated with Contractor’s Work. Any costs or expenses incurred by Contractor in excess of the Contract Price are Contractor’s sole responsibility, unless Owner authorizes additional costs or expenses in a Change Order or Construction Change Directive.

Without a Change Order or Construction Change Directive, the Contract Price shall not be adjusted for any reason, including but not limited to an adjustment to account for escalation in costs for materials or labor.

3.3 Schedule of Values. Within ten (10) days of the Effective Date, Contractor shall deliver a schedule of values that allocates the Contract Price into the various portions of the Work (“Schedule of Values”) to the Owner. The Schedule of Values shall be in a form that is acceptable to Owner. The Schedule of Values shall be used as a basis for reviewing the Contractor’s Applications for Payment. The Schedule of Values shall not be changed without the written approval of the Owner. The Schedule of Values shall be approved by the Owner in form and context.

3.4 Local Government Prompt Payment Act. Florida Statutes 218.70 et seq., also known as the Local Government Prompt Payment Act, shall govern this Contract. Owner and Contractor shall comply with the Local Government Prompt Payment Act at all times.

3.5 Application for Payment. Contractor shall submit a notarized application for payment, in the form specified by the Owner, to the individual(s) identified in Section 3.6 (“Application for Payment”). The period covered by the Application for Payment shall be one calendar month ending on the last day of the month.