Seminole_County_Grass_Seed_(Addendum_#1_Revision).pdf

INVITATION FOR BID

IFB-604579-23/MPG

SEMINOLE COUNTY GRASS SEED

1301 East Second St.

Sanford, FL 32771

RELEASE DATE: May 26, 2023

DEADLINE FOR QUESTIONS: May 31, 2023

RESPONSE DEADLINE: June 20, 2023, 2:00 pm

RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

https://secure.procurenow.com/portal/seminolefl https://secure.procurenow.com/portal/%7bproject.government.code%7d

Seminole County

BID #IFB-604579-23/MPG

Seminole County Grass Seed

TABLE OF CONTENTS

I. Introduction II. Scope of Services

III. Instructions to Bidders IV. Additional Terms & Conditions - Maintenance Svcs V. Instructions for the Preparation of Bids VI. Pricing Proposal

VII. Evaluation Phases

Attachments:

B - Exhibit B Sample_PO

D - Exhibit D E-Verify_Requirements

E - Insurance_Requirements

F - Draft Agreement

Title: Seminole County Grass Seed

1. INTRODUCTION

The Bidder is expected to completely analyze the information contained in this Invitation for Bid

(BID) as guidance for the preparation of their written submittal. The Bidder’s written bid should be specific, detailed, and complete to demonstrate the Bidder’s understanding of the requested work clearly and fully and/or delivery requirements.

1.1. Summary

Seminole County is in need of a term contract for the following bagged grass seed:

75% Bahia/25% Browntop (50 pound bags)

75% Bahia/25% Rye blends (50 pound bags)

1.2. Contact Information

Project Contact:

Maria Green Procurement Analyst I 1301 East 2nd St Sanford, FL 32771 Email: mgreen02@seminolecountyfl.gov Phone: (407) 665-7116

Procurement Contact:

Maria Green Procurement Analyst I 1301 East 2nd St Sanford, FL 32771 Email: mgreen02@seminolecountyfl.gov Phone: (407) 665-7116

Department:

Resource Management - Purchasing & Contracts

1.3. Timeline

Release Project Date May 26, 2023

Question Submission Deadline May 31, 2023, 10:00am

Question Response Deadline June 2, 2023, 2:00pm mailto:mgreen02@seminolecountyfl.gov tel:(407)665-7116 mailto:mgreen02@seminolecountyfl.gov tel:(407)665-7116

Proposal Submission Deadline June 20, 2023, 2:00pm This meeting will be held via ZOOM at www.zoom.us Meeting ID: 844 9918 4101, Pass Code: 760550 http://www.zoom.us/

2. SCOPE OF SERVICES

2.1. Bagged Grass Seed

Supplier shall provide and deliver grass seed based on the following blend specifications.

75% Bahia/ 25% Browntop

75% Bahia/ 25% Rye

3. INSTRUCTIONS TO BIDDERS

3.1. Contact

All prospective Bidders are hereby instructed not to contact any member of the Seminole

County Board of County Commissioners, the County Manager or Deputy Manager, or any

Seminole County Staff members other than the noted Purchasing & Contracts Division (herein referred to as ‘PCD’) Contact Person, Maria Green, regarding this BID or their written bid at any time prior to the posting on the COUNTY’S Website of the recommendation and intent to award by County staff for this project. Any such contact shall be cause for rejection of your bid.

Interpretation of this clause will be solely at the discretion of the COUNTY.

3.2. Pre-Proposal Conference

There will not be a Pre-Proposal Conference for this BID.

3.3. Public Opening

Electronic bids shall be received by PCD online in accordance with the instructions in this solicitation documents, unless otherwise revised via posted Addenda. Persons with disabilities needing assistance to participate in the Public Opening should call the noted PCD Contact

Person at least forty-eight (48) hours in advance of the Public Opening at (407) 665-7116.The

Public Opening via ZOOM https://zoom.us/ Meeting ID 844 9918 4101 Passcode 760550.

3.4. Delays

The COUNTY, at its sole discretion, may delay the scheduled due date and time for submission, if it is to the advantage of the COUNTY to do so. The COUNTY will post all changes in the scheduled due date and time for submission by written addendum posted to the COUNTY’s

Website: (https://secure.procurenow.com/portal/seminolefl)

3.5. Bid Submission and Withdrawal

The COUNTY will accept bids electronically via the COUNTY’s e-Procurement Portal until 2:00 pm on Tuesday, June 20, 2023. Bids received after the scheduled due date and time for submission shall not be considered. Bids submitted in any other format other than via the

COUNTY’S e-Procurement Portal, including but not limited to, hard copy (mailed or hand delivered), facsimile, or emailed submittals, will not be accepted, nor considered. The scheduled due date and time for submission will be scrupulously observed. Companies shall register on the COUNTY’S e-Procurement Portal. Once registered, Companies may view and click "Follow" to be a prospective Bidder for this solicitation and will appear on the Follower’s list. Bidders that fail to Follow this project will not receive automatic addenda notifications, nor will they be able to draft a response in the COUNTY’S e-Procurement Portal, and therefore will be unable to participate or be considered for this BID. If a Bidder encounters technical difficulties using the

COUNTY’S e-Procurement Portal, or needs assistance using the Portal, Bidders may access the Help Center for vendor training guides provided by OpenGov-Procurement, the Software

Administrator. Proposers may also contact the Software Administrator using the real-time chat function on the COUNTY’S e-Procurement Portal (located in lower right-hand corner of the screen), or via email at support@procurenow.com for support.

http://help.procurenow.com/en/articles/5815468-opengov-procurement-vendor-training

The COUNTY will not be responsible for untimely submissions due to personal or company internet or hardware limitations, settings or restrictions, internet speed, power outage, network connection, or use of a malfunctioning electronic device, or the like, neither the COUNTY, nor the Software Administrator, will be held responsible. Bidders shall be solely responsible for ensuring the capability of their computer system while responding to this solicitation, and for the stability of their internet service. Uploading large documents may take significant time depending on the size of the file(s) and the Internet connection speed that the Bidder is using to submit a response. Failure of the Bidder to successfully submit an electronic proposal before the deadline indicated herein shall be at the Bidder's sole risk, and no relief will be given for late and/or improperly submitted bids. Once file(s) have been uploaded and the Submission Status shows as “Submitted” the submission is complete. At that point, the Bidder will also receive an email confirmation from the COUNTY’s e-Procurement Portal. Telephone confirmation of timely receipt of any submittal should be made by calling (407) 665-7116, before the 2:00 pm deadline.

The Bidder is required to submit ONE (1) ELECTRONIC FORMATTED file of their complete written bid.

Bidders may withdraw their bid electronically via the COUNTY’S e-Procurement Portal at any time prior to the scheduled due date and time for submission.

3.6. Inquiries

All Bidders should carefully examine the BID documents. Any ambiguities or inconsistencies shall be brought to the attention of PCD Contact Person in writing via the Q&A tab in the

COUNTY’S e-Procurement Portal prior to the scheduled due date and time for submission.

Failure to do so, on the part of the Bidder, shall constitute an acceptance by the Bidder of any subsequent decision made by the COUNTY. Any questions concerning the intent, meaning and interpretations of the BID documents including the attached Draft Agreement, shall be requested in writing, and received no later than 10:00 am on Wednesday, May 31, 2023. Written requests shall be submitted via the COUNTY’S e-Procurement Portal The COUNTY will not be responsible for oral instructions made by employees of the COUNTY or its authorized representatives in regard to this BID. If the Q&A deadline has passed, a Bidder may contact the

COUNTY directly if necessary at mgreen02@seminolecountyfl.gov. The COUNTY reserves the right to reject any questions sent after the Q&A deadline.

3.7. Addenda

Should revisions to the BID documents become necessary, the COUNTY will post Addenda information on the COUNTY's e-Procurement Portal. The COUNTY’s e-Procurement Portal will issue an automated email notification to all “Followers” on the BID’s Followers list. All Bidders should check the COUNTY's Website or notify Maria Green to verify information regarding

Addenda. Failure to do so may result in rejection of the Bidder’s submitted bid and a determination as “Non-Responsive”. By execution of the Formal Notice for this BID, the Bidder acknowledges receipt of all Addenda issued under this solicitation. Addenda information will be posted on the COUNTY’s Website (https://secure.procurenow.com/portal/seminolefl). It is the sole responsibility of the Bidder to ensure that they obtain information related to any Addenda.

3.8. Selection Process and Award

The award will be made in the best interest of the COUNTY, as determined by the COUNTY, based upon the low total price and/or line-item by line-item, to the Lowest Responsible Bidder(s) that meet the requirements listed in this solicitation. The COUNTY will determine the method that will more benefit the organization. The Bidder(s) understands that this Bid does not constitute an agreement or a contract with the Bidder. The COUNTY reserves the right to reject all bids/proposals, make multiple awards (award to more than one vendor), make a partial award, to waive formalities, to re-solicit and advertise for new bids/proposals, or to cancel the project in its entirety. In evaluating Bids, the COUNTY shall consider the information provided by the Apparent Low Bidder as described in these "INSTRUCTIONS TO BIDDERS." Any of the following causes may be considered as sufficient grounds for disqualification of a Bidder or the rejection of a Bid:

(a) Submission of more than one (1) Bid for the same Work by any entity under the same or different names.

(b) Evidence of collusion among Bidders.

(c) Submission of an unbalanced Bid in which prices quoted for some items are out of proportion to the prices quoted for other or similar items in the same Bid.

(d) Lack of responsibility as shown by past Work from the standpoint of life safety including, but not limited to, strict adherence to all maintenance of traffic requirements of COUNTY, workmanship, progress and financial irresponsibility.

(e) Uncompleted Work for which the Apparent Low Bidder is committed by contract which might hinder or prevent the prompt completion of Work under this Bid if an Agreement would have been awarded to the Apparent Low Bidder.

(f) Falsification of any entry made on the Bid Documents shall be deemed a material irregularity and will be grounds, at the COUNTY's option, for disqualification of the Apparent Low Bidder or rejection of the Bid.

(g) This section shall be construed liberally to benefit the public and not the Apparent Low

Bidder; however, any other evidence which may hinder or otherwise delay completion of the

Project may be grounds for disqualification.

(h) Non-compliance with the submittal requirements of these Instructions to Bidders.

AWARD CRITERIA: The recommendation of award will be based on, but not limited to the following criteria:

(a) The ability, capacity, and skill of the Apparent Low Bidder to perform the Work.

(b) Whether the Apparent Low Bidder can perform the Work promptly, or within the time specified, without delay or interference.

(c) The character, integrity, reputation, judgment, and efficiency of the Apparent Low Bidder.

(d) The quality of performance of previous contracts or services to Seminole County or any other agency or client.

(e) The previous and existing compliance by the Apparent Low Bidder with Chapter 220, Seminole County Purchasing Code & Procedures, the life safety requirements of COUNTY, and other laws and ordinances, regulations.

(f) The sufficiency of the financial resources and ability of the Apparent Low Bidder to perform the Work.

(g) The quantity, availability, and adaptability of the Apparent Low Bidder to perform the

Agreement or service to the particular needs of the COUNTY.

(h) The ability of the Apparent Low Bidder to retain employees for the purpose of this Work.

(i) The experience of the Apparent Low Bidder performing in a similar manner as required by this Agreement. Minimum of three (3) satisfactory years shall be required.

(j) The type, structure, and experience of the local or branch management proposed.

(k) Quality Control Program.

(l) Claims and Litigation filed against the Apparent Low Bidder or filed by the Apparent Low

Bidder for equitable adjustment, contract claim or litigation in the past five (5) years.

(m) Reprimand of any nature or suspension by the Department of professional Regulation or any other regulatory agency or professional association within the last five (5) years.

3.9. Bid Preparation Costs

Neither the COUNTY nor its representatives shall be liable for any expenses incurred in connection with preparation of a response to this BID. Proposers should prepare their proposals simply and economically, providing a straightforward and concise description of the Proposer's ability to meet the requirements of this BID.

3.10. Accuracy of Bid Information

By submission of a bid, Bidder acknowledges that they have carefully examined the IFB documents and agrees to furnish the services/products specified in the solicitation at the prices, rates or discounts as proposed. Bidders agree that their bid will remain firm for a period of up to one hundred twenty (120) days to allow the County adequate time to evaluate the submittals.

By submission of a bid, Bidder agrees to abide by all conditions of this bid and understands that a background investigation may be conducted by the Seminole County Sheriff’s Department prior to award. Bidder certifies that all information contained in their bid is truthful to the best of their knowledge and belief. Bidder further certifies that they are duly authorized to submit this bid on behalf of the vendor/Bidder as its act and deed and that the vendor/Bidder is ready, willing, and able to perform if selected.

3.11. Insurance

A misstatement or omission of a material fact, whether intentional or not, regarding the

Proposer's insurance coverage, policies or capabilities may be grounds for rejection of the

Bidder’s submitted proposal and rescission of any ensuing Award Agreement.

The COUNTY recommends that all Bidders review the insurance requirements listed within the Draft Agreement with their insurance carriers. A copy of the insurance certificate shall be furnished to the COUNTY prior to the final execution of the COUNTY’s

Award Agreement. The COUNTY reserves the right to reject the award to any Bidder that fails to provide the insurance as required within the COUNTY’s Award Agreement.

3.12. Licenses

Bidders, both corporate and individual, must be fully licensed and certified for the type of work to be performed in the State of Florida at the time of submittal of Bid. Should the Bidder not be fully licensed and certified, its bid shall be rejected. Any permits, licenses, or fees required shall be the responsibility of the Bidder. No separate or additional payment will be made for these costs.

Adherence to all applicable code regulations, Federal, State, County, City, etc., are the responsibility of the Bidder.

The following licensing requirements shall apply when the applicable Florida Statute mandates specific licensing for Contractors engaged in the type of work covered by this solicitation. (a)

State of Florida, Department of Professional Regulation, Construction Industries Licensing

Board and licensed by other federal, state, regional, county or municipal agencies having jurisdiction over the specified construction work; (b) Said licenses shall be in the Bidder's name as it appears on the Official Bid Form. Bidder shall supply appropriate license numbers, with expiration dates, as part of their bid. Failure to hold and provide proof of proper licensing, certification and registration may be grounds for rejection of the bid; (c) Bidder shall provide copies of all applicable licenses with their Bid Proposal; and (d) Subcontractors contracted by the Prime Contractor shall be licensed in their respective fields to obtain construction permits from the County.

3.13. Occupational Safety and Health Act (O.S.H.A.)

In instances where such is applicable due to the nature of the bid matter with which this bid package is concerned, all material, equipment, etc., as proposed and offered by Bidders must meet and conform to all O.S.H.A. requirements; the Bidder's signature upon the bid proposal form being by this reference considered a certification of such fact.

3.14. Posting of Recommendation and Intent to Award

The recommendation and intent to award for this BID will be posted on the COUNTY’s Website

(https://procurement.opengov.com/portal/seminolefl) prior to submission for final approval of award. Failure to file a protest with the COUNTY’s Purchasing & Contracts Manager within the time prescribed in the COUNTY's Purchasing Code, Policies and Procedures shall constitute a waiver of proceedings.

3.15. Public Records

Upon recommendation and intent to award this BID as posted to the COUNTY’s website or thirty (30) calendar days after closing, bids are considered “public records" and shall be subject to the public disclosure regulations consistent with Chapter 119, Florida Statutes. Bidders must invoke the exemptions to disclosure provided by law in their response to the solicitation and must identify the data or other materials to be protected by separate envelope, and must state the reasons why such exclusion from public disclosure is necessary pursuant to the COUNTY’s, “Compliance With Public Records Law” Form, which is required as part of the BID documents.

Ownership of all data, material, and documentation originated and prepared for the County pursuant to the BID shall belong exclusively to the County and be subject to public inspection in accordance with the Public Records Law. Trade secrets or proprietary information submitted by a Bidder shall not be subject to public disclosure under the Public Records Law; however, the

Bidder must invoke the protection of this section prior to or upon submission of the data or other materials, and must identify the data or other materials to be protected and state the reasons why protection is necessary.

3.16. Prohibition Against Contingent Fees

It shall be unethical for any person to be retained, or to retain any company or person, other than a bona fide employee working solely for the Bidder to solicit or secure the Award

Agreement for this BID, and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for the Bidder, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from award or making of this Award Agreement. For the breach or violation of this provision, the

COUNTY shall have the right to terminate the Award Agreement at its sole discretion, without liability and to deduct from the Award Agreement price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration.

3.17. Acceptance/Rejection/Disqualification

The COUNTY reserves the right to accept and make award to those Bidders, who in the opinion of the COUNTY, will be in the best interest of and/or the most advantageous to the COUNTY.

The COUNTY reserves the right to reject all bids/proposals, make multiple awards (award to more than one vendor), make a partial award, to re-solicit and advertise for new bids/proposals, or to cancel the project in its entirety. The COUNTY reserves the right to reject the bid of any

Bidder who has previously failed in the proper performance of an award or to deliver on time agreements of a similar nature or who, in the COUNTY's opinion, is not in a position to perform properly under this award. The COUNTY reserves the right to inspect all facilities of Bidders to make a determination as to the available resources to perform properly under this award. The

COUNTY reserves the right to waive any irregularities, informalities, and technicalities and may, at its discretion, issue a re-procurement.

More than one (1) 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 involved in more than one proposal submittal will be cause for rejection of all bids in which such Bidders are believed to be involved. Any or all bids will be rejected if there is reason to believe that collusion exists between Bidders. Bids in which the prices obviously are unbalanced will be subject to rejection.

3.18. Additional Terms and Conditions

Unless expressly accepted by the County, only the terms and conditions in this document shall apply: No additional terms and conditions included with the bid response shall be considered.

Any and all such additional terms and conditions shall have no force and effect, and are inapplicable to this bid if submitted either purposely through intent or design, or inadvertently appearing separately in transmittal letters, specifications, literature, price lists or warranties. It is understood and agreed that the general and/or any special conditions in these Bid Documents and any addenda issued under this solicitation are the only conditions applicable to this bid and the Bidder's authorized signature on the Bid Response Form attests to this. Exceptions to the terms and conditions will not be accepted.

3.19. Responsibility

The County reserves the right, before award, to require a Bidder to submit such evidence of his qualifications as it may deem necessary, and may consider any evidence available such as financial, technical, and other qualifications and abilities of the Bidder, including past performance and experience with the County. This information may be used to determine the

Bidder’s responsibility.

3.20. Bids to Remain Firm

All Bids shall remain firm for a minimum of one hundred twenty (120) days after the day of the

Bid opening to allow for the evaluation and selection process and proper execution of the

Agreement. Extensions of time when Bids shall remain opened beyond the one hundred twenty day period may be made only by mutual agreement between Seminole County and the Selected

Bidder.

3.21. Purchasing Code

Seminole County Code Chapter 220 (Purchasing Code), Administrative Code Section 3.55

(Purchasing Policy), and County Manager Policies apply to this BID in their entirety with respect to this BID.

3.22. Affirmation

By submission of a bid, the Bidder affirms that their bid is made without prior understanding, agreement or connection with any corporation, firm, or person submitting a bid for the same materials, supplies, equipment or services, and in all respects fair and without collusion or fraud.

The Bidder agrees to abide by all conditions of this BID and the resulting Award Agreement

3.23. Mistakes in the Bid

Bidders are expected to examine the terms and conditions, specifications, delivery schedule, bid prices, extensions and all instructions pertaining to supplies and services. Failure to do so will be at Bidder's risk. In the event of extension error(s), the unit price will prevail, and the Bidder's total offer will be corrected accordingly. Written amounts shall take precedence over numerical amounts. In the event of addition errors(s), the unit price, and extension thereof, will prevail and the Bidder's total offer will be corrected accordingly. Bids having erasures or corrections must be initialed in ink by the Bidder.

3.24. Governmental Restrictions

In the event that any governmental restrictions are imposed which would necessitate alteration of the material quality, workmanship or performance of the items offered on this bid prior to their delivery, it shall be the responsibility of the Bidder to notify the Purchasing and Contracts

Division at once, indicating in his/her letter the specific regulation which required an alteration, including any price adjustments occasioned thereby. The County reserves the right to accept such alteration or to cancel the contract or purchase order at no further expense to the County.

3.25. Drug-Free WorkPlace Compliance

Bidder shall comply with Section 287.087, Florida Statutes, and failure to comply shall result in rejection/disqualification of the bid and all agreements as a result of this solicitation.

3.26. Public Entity Crime

Any Person or affiliate, as defined in Section 287.133, Florida Statutes, shall not be allowed to contract with the COUNTY, nor be allowed to enter into a subcontract for Work on this Project, if such a person or affiliate has been convicted of a public entity crime within three (3) years from the date this Project was advertised for Proposal, or if such person or affiliate was listed on the

State's convicted vendor list, within three (3) years of the date this Project was advertised, whichever time period is greater. A public entity crime means a violation of any state or federal law with respect to and directly related to the transaction of business with any public entity or agency (federal, state or local), including but not limited to, any contract for the construction or repair of a public building or public work involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, forgery, falsification of records, receiving stolen property or material misrepresentation. Any Agreement with the COUNTY obtained in violation of this Section shall be subject to termination for cause. A sub-contractor who obtains a subcontract in violation of this Section shall be removed from the Project and promptly replaced by a sub-contractor acceptable to the COUNTY.

3.27. Uniform Commercial Code

The Uniform Commercial Code (Florida Statutes, Chapter 672) shall prevail as the basis for contractual obligations between the Bidder and the County for any terms and conditions not specifically stated in this solicitation.

3.28. Proprietary/Restrictive Specifications

Bidder, who feels the specifications contained herein are proprietary or restrictive in nature, thus potentially resulting in reduced competition, must notify the Purchasing and Contracts Division of their rejection upon receipt of this BID and prior to the due date.

3.29. Payment Terms/Discounts

The County’s payment terms are in accordance with Section 218, Part VII, Florida Statutes, Florida Prompt Payment Act. Cash discounts for prompt payment shall not be considered in determining the lowest net cost for evaluation purposes.

3.30. Purchasing Agreements With Other Governmental Agencies

All Bidders submitting a response to this solicitation agree that such response also constitutes a submittal to all governmental agencies within the State of Florida, under the same conditions, for the same contract price, and for the same effective period as this proposal, should the

Applicant feels it is in their best interest to do so. Each governmental agency desiring to accept these submittals, and make an award thereof, shall do so independently of any other governmental agency. Each agency shall be responsible for its own purchases and each shall be liable only for materials and/or services ordered and received by it, and no agency assumes any liability by virtue of this solicitation. This agreement in no way restricts or interferes with the right of any governmental agency to re-solicit any or all items.

3.31. Price/Delivery

Price(s) quoted must be the price(s) for new merchandise unless otherwise specified. Any bids containing escalator clauses will not be considered unless specifically requested in the bid specifications.

Delivery shall be during the normal working hours of the user department, Monday through

Friday, unless otherwise specified and incorporated into contract or purchase order document.

F.O.B. POINT: The F.O.B. point shall be destination. The prices bid shall include all costs of loading, transporting, delivery and to designated point(s) within Seminole County.

Deliveries resulting from this bid are to be made during the normal working hours of the County.

Time is of the essence and the Contractor’s delivery date must be specified and adhered to.

Should the Contractor, to whom the order or contract is awarded, fail to deliver on or before the stated date, the County reserves the right to cancel the order or contract and make the purchase elsewhere and the Contractor will be required to compensate the County for the difference in price paid for the alternate product. The Contractor shall be responsible for making all claims against carriers for missing or damage items. Partial shipments will be acceptable unless otherwise stated.

3.32. Bid Forms

All bids must be submitted on the County’s standard Bid Response Form. Bids on Bidder’s quotation forms shall not be accepted.

3.33. Method of Ordering

The County shall issue Purchase Orders for the supplies or services listed on the Bid Proposal

Form.

4. ADDITIONAL TERMS & CONDITIONS - MAINTENANCE

SVCS.

4.1. DEFINITIONS/INTERPRETATIONS

Definitions.

Whenever used in the Contract Documents, the following terms shall have the meanings indicated, which shall be applicable to both the singular and plural thereof.

Addenda - Written or graphic instruments issued prior to the date for opening Bids which modify or interpret the Bidding Documents by additions, deletions, corrections or clarifications.

Acceptance; Final Acceptance - The formal action by COUNTY accepting the Work as being complete after certification by County’s Representative of Final Completion.

Agreement - The written Agreement between COUNTY and CONTRACTOR covering the Work to be performed; other Contract Documents are incorporated in or referenced in the Agreement and made a part thereof as provided therein.

Building Elements - An architectural, structural, electrical, mechanical or plumbing component of a building, facility, space, or site.

Change Order - A written instrument issued on or after the Effective Date of the Agreement, of which when duly executed by COUNTY and CONTRACTOR amends the Contract Documents to provide for changes in the Work or in the provisions of the Contract Documents, or changes in Contract Price or Contract Time, or any combination thereof.

Contract Claim - Any dispute arising out of or related to the Contract Documents between the

COUNTY and CONTRACTOR including, but not limited to, any demand or assertion by one of the parties seeking any equitable adjustment of the Contract Price, Contract Time or other relief with respect to the Contract Documents.

Contract Documents - The Agreement and those documents referenced in the Agreement.

Contract Price - The total compensation, subject to authorized adjustments, payable by

COUNTY to CONTRACTOR for satisfactory completion of all Work under the Contract

Documents as stated in the Agreement.

Contract Time - The period of time allotted in the Contract Documents, subject to authorized adjustments, for Substantial Completion and Final Completion of the Work, or other interim completion dates identified in the Contract Documents.

CONTRACTOR - The individual, partnership, corporation, joint venture, or other legal entity or combination thereof, who is currently and actively licensed by the State of Florida and who has entered into the Agreement with COUNTY for the performance of the Work. The term

"CONTRACTOR" means CONTRACTOR or its authorized representative.

COUNTY - Seminole County, a political subdivision of the State of Florida; the Owner.

Date of Commencement of the Contract Time - The Begin Date given by the Purchase Order when the Contract Time commences to run.

Day - A calendar day of 24 hours lasting from midnight one day to midnight the next day.

Defect or Defective - A reference to Work that is unsatisfactory, faulty or deficient, or does not conform to the contract plans or specifications or does not meet the requirements of any inspection, code, reference standard, test or approval referred to in the Contract Documents or has been damaged prior to Final Acceptance (unless responsibility for the protection thereof has been assumed by COUNTY).

Effective Date of the Agreement - The date indicated in the Agreement on which it becomes effective, but if no such date is indicated it means the date on which the Agreement is signed by the last of the two parties to sign.

Equipment - The Machinery and Equipment, together with the necessary supplies for upkeep and maintenance thereof; also, the tools and all other apparatus necessary, for the construction and acceptable completion of the Work.

Holidays - Days designated by Seminole County as legal holidays. These days are:

New Year's Day - January 1st

Martin Luther King's Birthday - Third Monday in January

Memorial Day - Last Monday in May

Independence Day - July 4th

Labor Day - First Monday in September

Veteran's Day - As Designated

Thanksgiving Day - Fourth Thursday in November

Day after Thanksgiving Day - Fourth Friday in November

Christmas Day December 25th

Laws and Regulations; Laws or Regulations - Laws, Rules, Codes, Regulations, Ordinances, and/or court or administrative orders of the federal, state and local governments.

Materials - Any substances to be incorporated in the Work under the Contract Documents.

Permits- An authoritative or official certificate of permission.

Progress Schedule - All documentation related to the planning, scheduling and implementation of the Work as described in the Contract Documents.

Project - The total construction of which the Work to be provided under the Contract

Documents is a part as indicated elsewhere in the Contract Documents.

Project Manager - The authorized representative of the County who is assigned to the Project.

The County’s representative acting directly or through duly authorized representatives.

Subcontractor - An individual, partnership, corporation, joint venture, or other combination thereof having a Sub-agreement with CONTRACTOR for (a) the performance of labor in connection with part of the Work at the site; or (b) for both performing labor in connection with part of the Work at the site and furnishing items of Materials or Equipment for incorporation into the Work. Subcontractor also means an individual, partnership, corporation, joint venture, or other combination thereof that has a Sub-agreement with another Subcontractor to perform any of the Work at the site.

Supplier - A manufacturer, fabricator, Supplier, distributor, material-man or vendor.

Total Bid - Amount stated in the Bid Form by the Bidder as the Bidder's offer to furnish all labor, Materials and Equipment to perform all Work in strict accordance with the Contract Documents.

If an Agreement is awarded to a Bidder, the Total Bid amount shall be the Contract Price.

Warranty Period - The period of time within which CONTRACTOR shall promptly, without cost to COUNTY and in accordance with COUNTY's written instructions, either correct Defective

Work or, if it has been rejected by COUNTY, remove it from the site and replace it with non-

Defective Work. The Warranty Period does not limit the CONTRACTOR's warranty that the

Work has been completed in accordance with the Contract Documents.

Work - All labor, permits, bonds, equipment, Materials and incidentals required for the construction of the improvement by the Contract Documents, including superintendence, use of

Equipment and tools, and all services and responsibilities prescribed or implied, which are necessary for the complete performance by the CONTRACTOR of his obligations under the

Contract Documents. Unless otherwise specified herein or in the Contract Documents, all costs of liability and of performing the Work shall be at the CONTRACTOR's expense.

4.2. PRELIMINARY MATTERS

Copies of Documents. COUNTY shall furnish to CONTRACTOR one copy of the Contract

Documents free of charge. CONTRACTOR will be responsible for obtaining additional copies.

Commencement of the Contract Time; Purchase Order. The Contract Time will begin on the date indicated in the Purchase Order.

The CONTRACTOR shall start to perform the Work on the date indicated on the Purchase

Order. Prior to the issuance of a Purchase Order , a preconstruction conference shall be attended by the CONTRACTOR and his subcontractors, PROJECT MANAGER and COUNTY and other entities as applicable to the Work at which time a date will be established for the issuance of the Purchase Order.

Before Starting Work. Before undertaking each part of the Work, CONTRACTOR shall carefully study and compare the Contract Documents and check and verify pertinent information and all applicable field measurements. CONTRACTOR shall promptly report in writing to

PROJECT MANAGER any conflict, error or discrepancy which CONTRACTOR or any of his

Subcontractors or Suppliers may discover and shall obtain a written interpretation or clarification from PROJECT MANAGER before proceeding with any Work affected thereby; provided, however, CONTRACTOR shall not be liable to COUNTY or PROJECT MANAGER for failure to report any conflict, error or discrepancy unless CONTRACTOR or any of his Subcontractors or suppliers had actual knowledge thereof or should reasonably have known thereof.

Before commencement of the Work, CONTRACTOR shall submit to the PROJECT MANAGER for review a preliminary Progress Schedule indicating the starting and finishing dates of each

Work activity, and a proposed schedule.

Preconstruction Conference. Prior to commencement of Work at the site, a conference will be held for review of the schedules, to establish procedures for a working understanding among the parties as to the Work.

Physical Conditions. The CONTRACTOR shall take the steps necessary to ascertain the nature and the location of the Work. The CONTRACTOR shall also determined for himself the existing physical conditions which can affect the work or its cost, including but not limited to, (1) conditions bearing upon mobilization, demolition, transportation, disposal, handling and storage of materials; (2) the availability of labor, water, electric power; (3) uncertainties of weather; (4) the conformation of surface and subsurface ground conditions; (5) the character and limitations of the equipment, machinery and existing physical conditions within the limits of construction or within the buildings that are utilized during the Work.

The CONTRACTOR shall employ only competent personnel and utilize only suitable equipment in performing the layout of the Work. Contractor shall not engage the services of any person or persons in the employ of the COUNTY for performance of the layout of the Work. Adequate field notes and records shall be kept on a daily basis as the layout work is accomplished. These field notes and records shall be available for review by the PROJECT MANAGER as the Work progresses and copies shall be furnished at the time of completion of the Project. Any inspection or checking of the CONTRACTOR's field notes or layout work by the PROJECT

MANAGER and the acceptance of all or any part thereof shall not relieve the CONTRACTOR of his responsibility to achieve the lines, grades and dimensions shown in the Plans/Specifications.

4.3. CONTRACTOR'S RESPONSIBILITIES

Supervision and Superintendence. CONTRACTOR shall supervise and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract

Documents. CONTRACTOR shall be solely responsible for all means and methods, techniques, schedules, sequences and procedures of construction and for providing the required safety precautions, for coordinating all portions of the Work with all regulatory, jurisdictional and governmental authorities, for further coordination as required with commercial businesses, private residents and employees of the Owner and for enforcement of order and cooperation among the CONTRACTOR's employees and all of the Subcontractors and Suppliers. The

CONTRACTOR shall be responsible to see that the competed Work complies accurately with the Contract Documents and its intent.

Personnel and Working Hours. CONTRACTOR shall at all times maintain good discipline and order at the site.

CONTRACTOR shall provide competent, qualified personnel to perform construction as required by the Contract Documents. CONTRACTOR is fully responsible to provide a sufficient number of skilled workers and supervisory personnel to perform the Work and assure that the

Work is completed according to the established Construction Schedule and within the Contract

Time. Failure to fully man the Project with supervisory personnel, skilled workers or common laborers of which actions shall lead to a delay in the Work Schedule shall be cause for a claim for damages against CONTRACTOR or termination of CONTRACTOR by the Owner.

Except in connection with the safety or protection of persons or the Work or property at the site or adjacent thereto, all Work at the site shall be performed during normal working hours, unless otherwise specified. Normal working hours shall be defined as period occurring between the hours beginning at 7:00 a.m. and ending at 5:00 p.m., exclusive of Saturdays, Sundays, or

Holidays.

Items of Material or Equipment. All Materials and Equipment shall be of good quality and new.

All Materials and Equipment shall be handled, stored, applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable Supplier.

Manufacturers' or Suppliers' warranties for all Materials, products and Equipment to be furnished by CONTRACTOR and to be incorporated into the completed Work shall be furnished to COUNTY through CONTRACTOR.

Project is to be constructed with asbestos free materials.

Concerning Subcontractors - The Contractor will be fully responsible for all acts and omissions of his Subcontractors and of persons directly or indirectly employed by them and of persons for whose acts any of them may be liable to the same extent that they are employed by him. Nothing contained in the Contract Documents shall create, nor be interpreted to create, privity or any other contractual relationship whatsoever between the County and any

Subcontractor or any person except the Contractor, or any obligation on the part of the County to payor to see to the payment of any monies due any Subcontractor, except as may otherwise be required by law. The County may furnish to any Subcontractor, to the extent practicable, evidence of amounts paid to the Contractor on account of specific Work done. The Contractor agrees to bind specifically every Subcontractor to the applicable terms and conditions of the

Contract Documents for the benefit of the County. All Work performed for the Contractor by

Subcontractors shall be pursuant to an appropriate agreement between the Contractor and the

Subcontractor which shall contain provisions that waive all rights the contracting parties may have against one another for damages caused by fire or other perils covered by insurance held by the County as trustee.

Patent Fees And Royalties - The Contractor will pay all license fees and royalties and assume all costs incident to the use of any invention, design, process or device which is the subject of patent rights or copyrights held by others.

Permits. Unless otherwise provided in the Contract Documents, CONTRACTOR shall obtain and pay for all construction permits, fees, and licenses. CONTRACTOR shall pay all governmental charges and inspection fees necessary for the prosecution of the Work, which are applicable at the time of opening of Bids. CONTRACTOR shall pay all charges of public and private utility service companies for all required utility services that complete and accomplish the

Work according to the Contract Documents. The CONTRACTOR shall meet all require¬ments of all permits and licenses and shall be responsible for all fines, assessments, and penalties of any nature assessed against the CONTRACTOR or COUNTY or both relating to any permit violation.

Laws and Regulations. CONTRACTOR shall give all notices and comply with all Laws and

Regulations applicable to the Work. If CONTRACTOR performs any Work knowing or having reason to know that it is contrary to such Laws or Regulations and without such notice to

PROJECT MANAGER, CONTRACTOR shall bear all costs arising therefrom.

CONTRACTOR shall pay all sales, consumer, use and other taxes required to be paid by it in accordance with the Laws and Regulations of the place of the Project.

CONTRACTOR shall comply with all Federal, State, and Local laws, ordinances, codes, and regulations applying to the Work. The CONTRACTOR shall be solely responsible for bidding and constructing the Work per the current building codes as required by the Contract

Documents and the construction practices normally applicable to each trade vendors or installer’s trade.

All items to be purchased under this contract shall be in accordance with all governmental standards, to include, but not be limited to, those issued by the Occupational Safety and Health

Administration (OSHA), the National Institute of Occupational Safety Hazards (NIOSH), and the

National Fire Protection Association (NFPA).

Use of Premises.The CONTRACTOR shall confine construction equipment, the storage of materials and the operations of workers to areas permitted by Laws and Regulations, rights-of-way, easements or required by the Contract Documents or limited by the Owner. The

CONTRACTOR shall not unreasonably encumber the premises with construction equipment or materials or other equipment. The CONTRACTOR shall assume full responsibility for any damage to any such property, or to the owner or occupant thereof or of any other property, caused or alleged to have been caused by or incident to the execution of this Work. The

CONTRACTOR shall promptly attempt to settle with such other party by agreement or otherwise resolve the claim.

During the progress of the Work, CONTRACTOR shall keep the premises free from accumulations of waste materials, rubbish and other debris resulting from the Work.

Periodically, during construction, the CONTRACTOR shall remove all waste materials, rubbish and debris from and about the premises for disposal. At completion of the Work all tools, appliances, construction equipment and machinery, and surplus materials shall be removed by the Contractor and shall leave the site clean and ready for occupancy by COUNTY.

CONTRACTOR shall restore to original condition or better all property not designated for alteration by the Contract Documents, but, was impacted due to the construction operations and close proximity to the Project.

CONTRACTOR shall not load or permit any part of any structure to be loaded in any manner that will endanger human life or damage the structure, nor shall CONTRACTOR subject any part of the Work or adjacent property to loads that will endanger human life or damage it.

Safety and Protection.CONTRACTOR shall be solely and completely responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work.

CONTRACTOR shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to all employees on the Work and other persons (including but not limited to the general public or employees of the Owner) who may be affected thereby; all the Work and all Materials or Equipment to be incorporated therein, whether in storage on or off the site; and other property at the site, adjacent thereto, or utilized by CONTRACTOR. CONTRACTOR's duties and responsibilities for the safety and protection of the Work shall continue until such time as PROJECT MANAGER issues a notice to COUNTY and CONTRACTOR that the Work is acceptable.

All damage, injury or loss to any property caused, directly or indirectly, in whole or in part, by

CONTRACTOR, any Subcontractor, Supplier or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, shall be remedied by CONTRACTOR at his sole cost.

CONTRACTOR shall comply with all applicable Laws and Regulations of any governmental entity having jurisdiction for the safety of persons or property or to protect them from damage, injury or loss including, but not limited to, OSHA (Public Law 91-596) and the Contract Work

Hours and Safety Standards Act (Public Law 91-54); and shall erect and maintain all necessary safeguards for such safety and protection. CONTRACTOR shall designate a responsible member of his organization at the site whose duties shall be preventing accidents and insuring compliance with all applicable safety regulations. This person shall be CONTRACTOR's

Superintendent unless otherwise designated in writing by CONTRACTOR to COUNTY.

At all times CONTRACTOR shall, and shall cause his Subcontractors and Suppliers to, carefully protect its and their Work, materials, equipment, and supplies against damage or injury from the weather. If in the opinion of PROJECT MANAGER any of the above has been damaged or injured by reason of failure on the part of CONTRACTOR, any Subcontractor or Supplier to perform according to the requirements of this provision, said Work, Materials, Equipment and supplies shall be removed and replaced at the expense of CONTRACTOR.

CONTRACTOR shall notify PROJECT MANAGER of any job site injuries at the Project site.

Serious injuries shall be verbally reported to the PROJECT MANAGER within two (2) hours of occurrence of the incident. CONTRACTOR shall submit a written report of each serious injury to

PROJECT MANAGER within twenty-four (24) hours of occurrence of the incident.

CONTRACTOR shall prepare injury reports regardless of whether the injury is to the

CONTRACTOR's personnel, subcontractors, COUNTY personnel or other persons.

Emergencies. In emergencies affecting the safety or protection of persons or the Work or property at the site or adjacent thereto, CONTRACTOR, without special…