SIDEWALK_REHABILITATION_PHASE_II_AGREEMENT.pdf

SIDEWALK REHABILITATION PHASE II AGREEMENT

Invitation to Bid No. [INSERT ITB NUMBER]

This Sidewalk Rehabilitation Phase II Agreement (the “Agreement”) is entered into as of [DATE] by and between the CITY OF DANIA BEACH, FLORIDA, a Florida municipal corporation (the “City”), and [CONTRACTOR LEGAL NAME], a [STATE AND ENTITY TYPE] (the “Contractor”).

The City issued Invitation to Bid No. [INSERT ITB NUMBER] for the Sidewalk Rehabilitation Phase II project; Contractor submitted the lowest responsive and responsible bid selected by the City; and the parties therefore agree as follows:

ARTICLE 1

DEFINITIONS

1.1 “Agreement Administrator” means the City Manager or the City Manager’s written designee authorized to administer this Agreement. The Agreement Administrator may not amend the Contract Price, Contract Time, or material terms of this Agreement except through a properly authorized Change Order.

1.2 “Bid” means Contractor’s bid submitted in response to the ITB and accepted by the City, including the completed Bid Form and Unit Prices, but excluding any qualification, exception, additional term, or condition not expressly accepted by the City through an addendum or this Agreement.

1.3 “Change Order” means a written instrument executed by the City and Contractor in accordance with applicable City approval requirements that changes the Work, Contract Price, Contract Time, or another provision of the Contract Documents.

1.4 “Contract Documents” means this Agreement; the ITB, including its specifications, drawings, exhibits, forms, and attachments; all addenda; Contractor’s accepted Bid; the Notice of Award; Notice to Proceed; executed performance and payment bonds; required insurance documents; and approved Change Orders.

1.5 “Contract Price” means the amount payable for Work actually performed and accepted by the City, calculated using the applicable Unit Prices and actual accepted quantities, together with any properly authorized lump-sum Work. The Contract Price may not exceed the amount approved by the City Commission, including any authorized use of the Owner-Directed Contingency, without a properly approved Change Order. The estimated bid amount does not guarantee Contractor any minimum quantity, payment, or revenue.

1.6 “Contract Time” means the periods established in Section 5.2 for achieving Substantial Completion and Final Completion, as adjusted only by a properly authorized Change Order.

1.7 “Day” means a calendar day unless the Contract Documents expressly state otherwise. If a required notice or performance deadline falls on a Saturday, Sunday, or City-observed holiday, the deadline will extend to the next day on which City offices are open, except that Contract Time and liquidated damages continue to be measured in calendar days.

1.8 “Final Completion” means completion of all Work in accordance with the Contract Documents, correction of all punch-list and deficient items, delivery of all required closeout documents, and satisfaction of every condition to final payment, as confirmed in writing by the City.

1.9 “ITB” means the City’s Invitation to Bid No. [INSERT ITB NUMBER] for the Sidewalk Rehabilitation Phase II project, including all specifications, drawings, exhibits, forms, attachments, and addenda.

1.10 “Notice to Proceed” means the City’s written notice authorizing Contractor to commence the Work and establishing the date from which the Contract Time is measured.

1.11 “Project” means the City’s Sidewalk Rehabilitation Phase II project described in the Contract Documents.

1.12 “Substantial Completion” means the stage at which the Work, or an authorized portion of the Work, is sufficiently complete in accordance with the Contract Documents so the City can safely and lawfully use it for its intended purpose, notwithstanding minor incomplete or corrective items that do not materially impair such use, as determined in writing by the City.

1.13 “Unit Prices” means the prices stated in Contractor’s accepted Bid Form for the applicable units of Work. Unit Prices are firm maximum prices, subject only to an authorized Change Order, and include all costs necessary to complete the applicable pay item.

1.14 “Work” means all labor, supervision, materials, equipment, tools, transportation, services, permits, testing, maintenance of traffic, documentation, protection, restoration, warranties, and incidental items required by or reasonably inferable from the Contract Documents to complete the Project properly, safely, and in compliance with applicable law.

ARTICLE 2

CONTRACT DOCUMENTS AND BIDDER ACKNOWLEDGMENT

2.1 Entire Agreement. The Contract Documents constitute the complete and exclusive agreement between the City and Contractor concerning the Project and supersede all prior or contemporaneous communications, representations, negotiations, and agreements concerning the same subject matter. The Contract Documents are complementary, and Contractor shall perform all Work required by any of them.

2.2 Order of Precedence. If the Contract Documents contain a conflict, discrepancy, or inconsistency that cannot reasonably be reconciled, they shall govern in the following order:

1. Change Orders and written amendments executed after award, with the most recent governing;

2. Addenda issued before the Bid deadline, with the most recent governing, but only to the extent the addendum expressly modifies another Contract Document;

3. This Agreement;

4. Special Conditions;

5. Technical specifications and drawings;

6. The ITB’s General Terms and Conditions;

7. Contractor’s accepted Bid; and

8. Other documents incorporated into the Agreement.

Contractor’s qualifications, assumptions, exclusions, exceptions, or additional terms shall not apply unless the City expressly accepted them in an addendum issued before the Bid deadline or in this Agreement.

Within the technical specifications and drawings, figured dimensions govern over scaled dimensions, and specific requirements govern over general requirements. Contractor shall refer any remaining conflict to the Agreement Administrator for written resolution before proceeding.

2.3 Complementary Requirements. Work shown or required by one Contract Document and not repeated in another shall be performed as though required by all. Contractor shall provide all labor, supervision, materials, equipment, services, and incidental items reasonably necessary to produce a complete, safe, code-compliant, and functional Project, whether or not every necessary component is specifically identified.

2.4 Duty to Identify Conflicts. Contractor shall promptly notify the Agreement Administrator in writing of any ambiguity, conflict, error, omission, or inconsistency discovered in the Contract Documents or field conditions. Contractor shall not proceed with affected Work until it receives written direction from the City. Contractor is responsible for additional costs and delays caused by its failure to provide timely notice of a discrepancy that Contractor knew or, through the level of review reasonably expected of an experienced contractor, should have discovered.

2.5 Written Interpretations. The Agreement Administrator may issue written interpretations or clarifications that are consistent with the Contract Documents. An interpretation or clarification does not authorize additional compensation or time unless incorporated into a properly approved Change Order. Contractor shall not rely on oral statements or directions as modifying the Contract Documents.

2.6 Review as Part of Bid Process and No Post-Award Renegotiation.

THIS AGREEMENT IS AN INTEGRAL PART OF THE ITB AND WAS MADE

AVAILABLE TO EACH BIDDER BEFORE BIDS WERE DUE. BY SUBMITTING ITS

BID, CONTRACTOR REPRESENTED THAT IT CAREFULLY REVIEWED THIS

AGREEMENT AND ALL OTHER CONTRACT DOCUMENTS, INCLUDED THE COST

AND RISK OF COMPLIANCE IN ITS BID, AND ACCEPTED THEIR TERMS

WITHOUT EXCEPTION EXCEPT AS EXPRESSLY IDENTIFIED IN A TIMELY

WRITTEN REQUEST BEFORE THE BID DEADLINE AND INCORPORATED INTO

THE ITB BY ADDENDUM.

CONTRACTOR SHALL EXECUTE THIS AGREEMENT IN SUBSTANTIALLY THE

FORM INCLUDED IN THE ITB AND SHALL NOT CONDITION EXECUTION ON

POST-AWARD NEGOTIATION OR MODIFICATION. THE CITY’S ACCEPTANCE OF

CONTRACTOR’S BID DOES NOT CONSTITUTE ACCEPTANCE OF ANY

CONTRARY OR ADDITIONAL TERM INCLUDED IN THE BID OR IN ANY OTHER

CONTRACTOR DOCUMENT.

2.7 Independent Review. Contractor acknowledges that it had the opportunity before submitting its Bid to inspect the Project sites, examine the Contract Documents, request clarification, attend any scheduled pre-bid meeting, and obtain independent legal and professional advice. Contractor’s failure to undertake any such review does not excuse performance or entitle Contractor to additional compensation or time, except for concealed or materially differing conditions qualifying for relief under this Agreement.

ARTICLE 2

CONTRACT DOCUMENTS AND BIDDER ACKNOWLEDGMENT

2.1 Entire Agreement. The Contract Documents constitute the complete and exclusive agreement between the City and Contractor concerning the Project and supersede all prior or contemporaneous communications, representations, negotiations, and agreements concerning the same subject matter. The Contract Documents are complementary, and Contractor shall perform all Work required by any of them.

2.2 Order of Precedence. If the Contract Documents contain a conflict, discrepancy, or inconsistency that cannot reasonably be reconciled, they shall govern in the following order:

1. Change Orders and written amendments executed after award, with the most recent governing;

2. Addenda issued before the Bid deadline, with the most recent governing, but only to the extent the addendum expressly modifies another Contract Document;

3. This Agreement;

4. Special Conditions;

5. Technical specifications and drawings;

6. The ITB’s General Terms and Conditions;

7. Contractor’s accepted Bid; and

8. Other documents incorporated into the Agreement.

Contractor’s qualifications, assumptions, exclusions, exceptions, or additional terms shall not apply unless the City expressly accepted them in an addendum issued before the Bid deadline or in this Agreement.

Within the technical specifications and drawings, figured dimensions govern over scaled dimensions, and specific requirements govern over general requirements. Contractor shall refer any remaining conflict to the Agreement Administrator for written resolution before proceeding.

2.3 Complementary Requirements. Work shown or required by one Contract Document and not repeated in another shall be performed as though required by all. Contractor shall provide all labor, supervision, materials, equipment, services, and incidental items reasonably necessary to produce a complete, safe, code-compliant, and functional Project, whether or not every necessary component is specifically identified.

2.4 Duty to Identify Conflicts. Contractor shall promptly notify the Agreement Administrator in writing of any ambiguity, conflict, error, omission, or inconsistency discovered in the Contract Documents or field conditions. Contractor shall not proceed with affected Work until it receives written direction from the City. Contractor is responsible for additional costs and delays caused by its failure to provide timely notice of a discrepancy that Contractor knew or, through the level of review reasonably expected of an experienced contractor, should have discovered.

2.5 Written Interpretations. The Agreement Administrator may issue written interpretations or clarifications that are consistent with the Contract Documents. An interpretation or clarification does not authorize additional compensation or time unless incorporated into a properly approved Change Order. Contractor shall not rely on oral statements or directions as modifying the Contract Documents.

2.6 Review as Part of Bid Process and No Post-Award Renegotiation.

THIS AGREEMENT IS AN INTEGRAL PART OF THE ITB AND WAS MADE

AVAILABLE TO EACH BIDDER BEFORE BIDS WERE DUE. BY SUBMITTING ITS

BID, CONTRACTOR REPRESENTED THAT IT CAREFULLY REVIEWED THIS

AGREEMENT AND ALL OTHER CONTRACT DOCUMENTS, INCLUDED THE COST

AND RISK OF COMPLIANCE IN ITS BID, AND ACCEPTED THEIR TERMS

WITHOUT EXCEPTION EXCEPT AS EXPRESSLY IDENTIFIED IN A TIMELY

WRITTEN REQUEST BEFORE THE BID DEADLINE AND INCORPORATED INTO

THE ITB BY ADDENDUM.

CONTRACTOR SHALL EXECUTE THIS AGREEMENT IN SUBSTANTIALLY THE

FORM INCLUDED IN THE ITB AND SHALL NOT CONDITION EXECUTION ON

POST-AWARD NEGOTIATION OR MODIFICATION. THE CITY’S ACCEPTANCE OF

CONTRACTOR’S BID DOES NOT CONSTITUTE ACCEPTANCE OF ANY

CONTRARY OR ADDITIONAL TERM INCLUDED IN THE BID OR IN ANY OTHER

CONTRACTOR DOCUMENT.

2.7 Independent Review. Contractor acknowledges that it had the opportunity before submitting its Bid to inspect the Project sites, examine the Contract Documents, request clarification, attend any scheduled pre-bid meeting, and obtain independent legal and professional advice. Contractor’s failure to undertake any such review does not excuse performance or entitle Contractor to additional compensation or time, except for concealed or materially differing conditions qualifying for relief under this Agreement.

ARTICLE 3

SCOPE OF WORK

3.1 General Scope. Contractor shall furnish and complete all Work necessary for the Sidewalk Rehabilitation Phase II Project in strict accordance with the Contract Documents. Contractor shall provide all labor, supervision, materials, equipment, tools, transportation, testing, permits assigned to Contractor, maintenance of traffic, documentation, restoration, and incidental services necessary for a complete and functional Project.

3.2 Project Work. The Work includes, as applicable:

1. Saw-cutting, demolition, removal, transportation, and lawful disposal of existing concrete sidewalks, driveway crossings, curbs, ramps, landings, transition areas, and related improvements;

2. Construction of four-inch pedestrian sidewalks and six-inch sidewalks at driveways, intersections, and other heavy-loading areas;

3. Construction or reconstruction of driveway crossings, curbs, curb and gutter, curb ramps, landings, sidewalk curbs, edge beams, and transition slopes;

4. Installation of reinforcement, dowels, detectable warning surfaces, and other components required by the Contract Documents;

5. Correction of cross slopes, running slopes, elevations, transitions, and other accessibility conditions;

6. Removal or correction of unsuitable material and placement and compaction of approved fill or limerock;

7. Tree-root removal or pruning when directed and approved by the City;

8. Coordination with utility owners, verification and protection of existing utilities, and resolution of utility conflicts;

9. Maintenance of traffic and preservation of safe pedestrian, vehicular, emergency, residential, and business access;

10. Restoration of asphalt, pavement markings, sod, landscaping, irrigation, mailboxes, signs, structures, and other property disturbed by the Work;

11. Quality-control activities, testing, inspection coordination, and correction of deficient or nonconforming Work; and

12. Before-and-after photographs, GPS locations, measured-quantity records, daily production logs, and GIS-compatible Project documentation.

3.3 Applicable Standards. Contractor shall perform the Work in accordance with the standards expressly identified in the Contract Documents, including applicable FDOT specifications and standard plans, the Manual on Uniform Traffic Control Devices, the ADA Standards for Accessible Design, applicable public-right-of-way accessibility requirements, Broward County requirements, permit conditions, and all federal, state, county, and City laws, codes, ordinances, rules, and regulations applicable to the Work.

3.4 Site and Utility Coordination. Before disturbing any area, Contractor shall inspect the location, obtain required utility locates, coordinate with Sunshine 811 and affected utility owners, and verify observable field conditions. Contractor shall immediately notify the Agreement Administrator of an unknown abnormality, unknown inconsistency, concealed condition, or utility conflict and shall protect the affected area until receiving written direction.

Contractor shall coordinate with the City before undertaking material root removal, altering an existing utility, or performing Work that may materially affect a tree, drainage facility, driveway, structure, or other public or private improvement.

3.5 Access and Protection. Contractor shall maintain safe and accessible pedestrian routes throughout construction. When an existing sidewalk is closed, Contractor shall provide a temporary accessible pedestrian route and appropriate signs, barriers, and traffic-control devices required by the Contract Documents. Contractor shall protect existing improvements and promptly repair, replace, or restore damage caused by Contractor or its subcontractors.

3.6 Standard of Performance. Contractor shall perform the Work diligently, safely, and in a good and workmanlike manner using properly licensed, trained, and experienced personnel. Materials and equipment shall be new and of the quality required by the Contract Documents unless the City expressly approves otherwise in writing.

3.7 Incidental Work. Items reasonably inferable from the Contract Documents or ordinarily necessary to complete an identified pay item are included in the applicable Unit Price and shall not constitute extra work merely because the item is not separately listed in the Bid Form.

3.8 City Direction and Inspection. The City may establish the sequence and priority of locations, verify quantities, inspect the Work, and require correction of nonconforming Work. City inspection, direction, measurement, payment, or acceptance does not relieve Contractor of responsibility for complete and compliant performance or constitute acceptance of defective Work.

ARTICLE 4

CONTRACT PRICE AND UNIT-PRICE BASIS

4.1 Contract Price. Subject to the Contract Documents, the City shall pay Contractor for Work properly authorized, performed, measured, and accepted based on the Unit Prices stated in Contractor’s accepted Bid and the actual quantities of Work completed.

The estimated Contract Price is $[INSERT TOTAL BID], consisting of the total extended price for the estimated quantities stated in the Bid Form plus an Owner-Directed Contingency of Forty- Seven Thousand Nine Hundred Seventy-Five Dollars ($47,975.00).

The Owner-Directed Contingency is included within the maximum amount authorized by the City Commission but is not part of Contractor’s base compensation or an amount Contractor is entitled to earn. The total amount payable under this Agreement shall not exceed the amount approved by the City Commission unless an increase is authorized through a Change Order approved in accordance with applicable City requirements.

4.2 Estimated Quantities. Quantities stated in the Bid Form are estimates provided for bid evaluation and comparison. Actual quantities may increase, decrease, or be eliminated based on field conditions, available funding, and the City’s needs, provided that the resulting Work remains within the general scope of the Project.

The City does not guarantee Contractor any minimum quantity of Work, payment, or revenue. The City is not obligated to authorize Work up to the estimated Contract Price or to expend the Owner- Directed Contingency.

A variation between an estimated quantity and the actual quantity does not, by itself, entitle Contractor to an adjustment of a Unit Price, anticipated profit, unabsorbed overhead, loss of efficiency, or other damages. A material change extending beyond the general scope of the Project must be authorized in accordance with applicable procurement requirements and may not be accomplished merely by increasing estimated quantities.

4.3 Unit Prices. The Unit Prices are firm maximum prices and shall remain unchanged throughout the Contract Time unless modified through a properly approved Change Order.

Each Unit Price includes all labor, supervision, materials, equipment, tools, transportation, delivery, disposal, overhead, profit, taxes, permits, bonds, insurance, testing, maintenance of traffic, protection, restoration, documentation, warranties, and incidental costs necessary to complete the applicable pay item.

A cost included within one Unit Price may not be separately charged under another pay item.

4.4 Measurement and Payment. The City shall determine payable quantities using the units of measurement stated in the Bid Form and the applicable measurement requirements contained in the specifications. Contractor shall provide measurements, daily reports, delivery records, photographs, and other documentation reasonably necessary to verify each claimed quantity.

Only Work authorized by the City, properly completed, incorporated into the Project, and accepted by the City is eligible for payment. Work that is defective, incomplete, unauthorized, or unsupported by required documentation is not eligible for payment.

The City’s measurement or approval of a quantity for payment does not constitute acceptance of defective Work or waive Contractor’s warranty or correction obligations.

4.5 Lump-Sum Items. A lump-sum item is payable only for complete performance of all Work included within that item. Progress payments for an incomplete lump-sum item may be made based on a City-approved schedule of values, but total payment may not exceed the applicable lump-sum price.

Unless expressly stated otherwise in the Contract Documents, a lump-sum item includes all incidental Work necessary to complete that item.

4.6 Owner-Directed Contingency. The Owner-Directed Contingency is reserved exclusively for the City’s use. The City may authorize use of the contingency for unforeseen conditions, additional quantities, or changes in the Work only through a properly approved Change Order.

Contractor shall not perform or invoice Work against the contingency without prior written authorization. Any unused contingency shall remain with the City, and Contractor has no right or expectation to receive it.

Use of the contingency does not increase the maximum amount authorized by the City Commission unless the City Commission separately approves an increase.

4.7 Markup Limitation. The total combined markup applied by Contractor and all tiers of subcontractors to subcontracted labor, materials, equipment, or third-party services included in a Change Order shall not exceed ten percent (10%) of the documented underlying cost.

The permitted markup includes all overhead, profit, administrative expense, supervision, bonds, insurance, and other indirect costs associated with the changed Work unless the Change Order expressly provides otherwise. Markup may not be compounded or applied successively at multiple contracting tiers in a manner that causes the combined markup to exceed ten percent (10%).

Contractor shall provide itemized supporting documentation sufficient for the City to verify the underlying costs and all markups. Any unsupported cost or markup exceeding the permitted amount is not payable.

4.8 No Price Escalation. Contractor assumes the risk of ordinary changes in labor, material, equipment, fuel, transportation, and supply costs during the Contract Time. Contractor is not entitled to escalation, surcharge, or other price adjustment unless expressly authorized through a properly approved Change Order or required by law.

4.9 Taxes and Fees. Contractor shall pay all taxes, permit fees, license fees, royalties, assessments, and other charges applicable to its performance. The City’s tax-exempt status does not extend to purchases made by Contractor or its subcontractors.

ARTICLE 5

COMMENCEMENT CONTRACT TIME AND LIQUIDATED DAMAGES

5.1 Notice to Proceed. Contractor shall not commence the Work until the City issues a written Notice to Proceed. The Notice to Proceed shall establish the date on which the Contract Time begins.

Contractor shall mobilize and commence the Work within seven (7) calendar days after the commencement date stated in the Notice to Proceed and shall thereafter prosecute the Work diligently and continuously to completion.

Any costs incurred before issuance of the Notice to Proceed are incurred at Contractor’s sole risk and are not payable by the City. If the City terminates the Agreement for convenience before authorizing commencement, the City may reimburse Contractor for reasonable, documented, and nonrefundable costs incurred for the required performance and payment bonds and project-specific insurance.

5.2 Contract Time. Contractor shall achieve:

1. Substantial Completion within one hundred twenty (120) calendar days after the commencement date stated in the Notice to Proceed; and

2. Final Completion within one hundred fifty (150) calendar days after the commencement date stated in the Notice to Proceed; provided, however, that the Final Completion deadline shall be no earlier than thirty (30) calendar days after the City delivers the completion list required by Section 7.10 and Section 218.735, Florida Statutes.

3. The Contract Time may be modified only through a properly approved Change Order.

5.3 Time Is of the Essence. Time is of the essence in Contractor’s performance of the Work and achievement of each completion milestone. Contractor acknowledges that timely completion is a material consideration for the City’s award of this Agreement.

Contractor shall provide sufficient personnel, supervision, materials, and equipment and shall organize and sequence the Work as necessary to meet the Contract Time.

5.4 Liquidated Damages. If Contractor fails to achieve Substantial Completion within the time required by Section 5.2, as properly extended, Contractor shall pay the City liquidated damages of One Thousand Dollars ($1,000.00) per calendar day beginning on the first day after the required Substantial Completion date and continuing until Substantial Completion is achieved.

If Contractor fails to achieve Final Completion within the time required by Section 5.2, as properly extended, Contractor shall pay the City liquidated damages of One Thousand Dollars ($1,000.00) per calendar day beginning on the first day after the required Final Completion date and continuing until Final Completion is achieved.

Liquidated damages for failure to achieve Substantial Completion and Final Completion shall not be assessed twice for the same calendar day.

5.5 Nature of Liquidated Damages. The parties acknowledge that damages resulting from delayed completion would be difficult to determine with precision and that the amounts stated in Section 5.4 represent a reasonable estimate of the City’s likely administrative, inspection, operational, public-access, and other delay-related costs. The liquidated damages are compensation and not a penalty.

The City may deduct accrued liquidated damages from amounts otherwise due Contractor.

Liquidated damages do not prevent the City from recovering damages arising from defective Work, property damage, indemnifiable claims, abandonment, fraud, or another breach distinct from delayed completion. The City shall not recover both liquidated damages and actual damages for the same delay-related injury.

5.6 Excusable Delay. Contractor may receive a reasonable extension of the Contract Time when performance of critical-path Work is delayed by an event that:

1. Was beyond the reasonable control of Contractor and its subcontractors and suppliers;

2. Was not caused or contributed to by Contractor or any person for whom Contractor is responsible;

3. Could not reasonably have been anticipated or avoided through diligent planning;

4. Actually delayed completion of critical-path Work; and

5. Could not reasonably be overcome through mitigation or resequencing.

Potentially excusable events may include material City-directed changes, concealed or materially differing site conditions qualifying for relief under the Contract Documents, acts of governmental authorities not arising from Contractor’s noncompliance, declared emergencies, and unusually severe weather exceeding conditions reasonably anticipated for the location and season.

5.7 Nonexcusable Delay. Contractor is not entitled to an extension for delays caused by its inadequate planning, insufficient staffing or equipment, defective Work, subcontractors or suppliers, failure to obtain timely deliveries or approvals, ordinary weather, reasonably foreseeable labor or material shortages, avoidable supply-chain conditions, financial difficulty, or failure to comply with the Contract Documents.

A delay affecting an activity that does not affect the Project’s critical path does not entitle Contractor to an extension.

5.8 Notice and Documentation of Delay. As a condition precedent to an extension of time, Contractor shall:

1. Give the Agreement Administrator written notice within seven (7) calendar days after Contractor knew or reasonably should have known of the delaying event;

2. Describe the event, its cause, the affected Work, and the anticipated effect on the critical path;

3. Submit supporting documentation and a requested time adjustment within twenty-one (21) calendar days after the initial notice, unless the City approves additional time;

4. Provide continuing updates while the delay remains ongoing; and

5. Take reasonable steps to mitigate the delay and its effects.

Failure to provide timely notice and supporting documentation waives the claim to the extent the City is materially prejudiced by the failure.

5.9 Concurrent Delay. Contractor is not entitled to an extension for a period during which an excusable delay occurs concurrently with a delay caused by Contractor or a person for whom Contractor is responsible, except to the extent Contractor demonstrates that the excusable event independently delayed the critical path beyond the effect of the Contractor-caused delay.

5.10 Compensation for Delay. Except to the extent expressly authorized by a properly approved Change Order or required by nonwaivable law, an extension of the Contract Time is Contractor’s sole and exclusive remedy for delay, disruption, interference, loss of productivity, acceleration, or resequencing, regardless of cause.

Contractor is not entitled to compensation for anticipated profit, consequential damages, lost opportunity, or unabsorbed home-office overhead arising from delay.

5.11 No Right Based on Early Completion. A schedule showing completion before the required Contract Time does not create an earlier contractual completion date or entitle Contractor to damages if the City takes an action that affects Contractor’s planned early-completion date but does not delay completion beyond the Contract Time.

ARTICLE 6

PROJECT ADMINISTRATION SCHEDULE AND COORDINATION

6.1 Agreement Administrator. The Agreement Administrator shall serve as the City’s principal representative for administration of the Agreement. The Agreement Administrator may inspect the Work, review submittals and payment applications, verify quantities, reject nonconforming Work, establish reasonable administrative procedures, and exercise other authority expressly granted by the Contract Documents.

Except through a Change Order approved in accordance with applicable City requirements, the Agreement Administrator is not authorized to increase the Contract Price, extend the Contract Time, materially change the Work, waive a material requirement, or bind the City to additional compensation.

6.2 Contractor’s Representative. Before commencing the Work, Contractor shall designate in writing a project manager and qualified field superintendent authorized to receive directions and act for Contractor. The superintendent shall be present at the Project site whenever Work is being performed and shall have sufficient authority to coordinate and supervise the Work.

Contractor shall not replace its project manager or superintendent without prior written notice to the City. The City may require Contractor to remove or replace personnel who are unsafe, disruptive, unqualified, or repeatedly fail to comply with the Contract Documents. Any replacement must be comparably qualified and shall not entitle Contractor to additional compensation or time.

6.3 Initial Submittals. Within ten (10) calendar days after issuance of the Notice to Proceed, or earlier when required to avoid delay, Contractor shall submit:

1. A detailed baseline construction schedule;

2. A schedule of values consistent with the Bid Form and Unit Prices;

3. A list of subcontractors and principal suppliers;

4. A submittal schedule;

5. A maintenance-of-traffic plan;

6. Emergency and after-hours contact information;

7. Evidence of required permits, licenses, bonds, and insurance;

8. A site-specific safety plan;

9. A quality-control plan; and

10. Any other initial documentation required by the Contract Documents.

The City’s review of a submittal does not relieve Contractor of responsibility for its accuracy, completeness, coordination, or compliance.

6.4 Construction Schedule. The baseline schedule shall identify the planned sequence, duration, commencement, and completion of major activities; required inspections and testing; material procurement; utility coordination; restoration; and the critical path to Substantial Completion and Final Completion.

The schedule shall be reasonably detailed and shall provide for orderly, continuous progress within the Contract Time. Acceptance of the schedule by the City does not modify the Contract Time or constitute approval of Contractor’s construction means, methods, sequencing, or staffing.

6.5 Schedule Updates. Contractor shall update the construction schedule at least monthly and whenever actual progress materially differs from the current schedule. Each update shall:

1. Show actual progress and remaining durations;

2. Identify activities affecting the critical path;

3. Describe existing or anticipated delays;

4. Explain material variances from the prior schedule; and

5. State the corrective measures Contractor will implement to recover lost time.

A schedule update showing completion after a contractual milestone does not extend the Contract Time or excuse delay.

6.6 Recovery Schedule. If Contractor falls materially behind schedule for reasons for which it is responsible, or if the City reasonably determines that timely completion is endangered, Contractor shall promptly submit and implement a recovery schedule describing the additional staffing, equipment, work hours, resequencing, or other corrective measures it will use to regain compliance.

Contractor shall implement required recovery measures at its own cost to the extent the delay is nonexcusable. The City’s review of a recovery schedule does not waive accrued or future liquidated damages.

6.7 Progress Meetings and Reports. Contractor shall participate in preconstruction, progress, coordination, safety, and closeout meetings reasonably required by the City. Contractor shall provide daily reports identifying personnel, subcontractors, equipment, locations, quantities, weather, deliveries, inspections, incidents, delays, and material activities performed.

Meeting minutes and daily reports are administrative records and do not modify the Contract Documents unless the parties execute a Change Order.

6.8 Coordination. Contractor shall coordinate its Work with the City, utility owners, inspectors, adjacent property owners and occupants, governmental authorities, and other contractors working in or near the Project area. Contractor shall plan and sequence the Work to minimize disruption and maintain required pedestrian, vehicular, emergency, residential, and business access.

Contractor shall provide reasonable advance notice of inspections, utility interruptions, concrete placements, access restrictions, and other activities requiring City participation or affecting the public.

6.9 Submittals. Contractor shall submit shop drawings, product data, samples, traffic-control plans, mix designs, certifications, and other required submittals sufficiently in advance to permit review without delaying the Work.

The City’s review is limited to general conformity with the Contract Documents and does not transfer responsibility for dimensions, quantities, safety, construction means and methods, or coordination to the City. Contractor shall not perform affected Work before receiving any required approval.

6.10 City Access and Inspection. The City and its authorized representatives shall have reasonable access to the Work, materials, records, fabrication locations, and storage areas.

Inspection, observation, testing, measurement, payment, or failure to identify a defect does not constitute acceptance of nonconforming Work or relieve Contractor of its obligations.

The City may reject Work that does not comply with the Contract Documents and may require Contractor to uncover completed Work when reasonably necessary for inspection. Responsibility for the resulting cost shall be determined under Article 13.

6.11 Communications and Directions. Routine project communications shall be directed through the designated representatives. Contractor shall promptly confirm in writing any oral direction affecting the Work.

No oral direction, meeting statement, inspection comment, shop-drawing notation, schedule review, or field communication authorizes additional compensation or time. Contractor shall not proceed with work it considers extra or changed without complying with the Change Order requirements.

6.12 Contractor’s Independent Responsibility. Contractor remains solely responsible for construction means, methods, techniques, sequences, procedures, site safety, and supervision of its personnel and subcontractors. Nothing in the City’s administration, inspection, coordination, or schedule review creates control over Contractor’s operations or responsibility for Contractor’s acts or omissions.

ARTICLE 7

PAYMENT

7.1 Payment Basis. The City shall pay Contractor for Work properly authorized, performed, measured, and accepted in accordance with the Unit Prices and other pricing provisions of the Contract Documents. Payment does not constitute acceptance of defective or nonconforming Work and does not waive the City’s rights under the Contract Documents.

7.2 Schedule of Values. Before submitting its first payment application, Contractor shall submit a schedule of values allocating the entire estimated Contract Price among the applicable pay items.

The schedule of values must correspond with the Bid Form and Unit Prices and be supported by information reasonably required by the City.

The City’s acceptance of the schedule of values is solely for payment administration and does not modify the Contract Price, Unit Prices, estimated quantities, or scope of the Work.

7.3 Monthly Payment Applications. Contractor may submit one payment application each month covering Work completed through the last day of the preceding month, unless the City establishes another regular billing cutoff.

Each payment application shall include:

1. The amount requested for each pay item;

2. Actual quantities completed during the billing period and cumulatively;

3. The percentage of completion of each applicable lump-sum item;

4. An updated construction schedule;

5. Daily reports, quantity records, delivery tickets, photographs, and test results supporting the requested payment;

6. Identification of amounts attributable to each subcontractor and supplier;

7. Contractor’s certification that the Work included in the application was properly performed and that prior payments were properly applied;

8. Releases or waivers from Contractor, subcontractors, and suppliers for amounts included in the preceding payment, to the extent permitted by Section 255.05(11), Florida Statutes, and in a form consistent with applicable law;

9. Updated evidence of insurance when requested;

10. Documentation required by applicable grants or funding sources expressly identified in the

Contract Documents; and

11. Any other information reasonably required to determine whether the payment request is proper.

7.4 Submission of Payment Applications. Contractor shall submit payment applications electronically to ap@daniabeachfl.gov, with a copy to the Agreement Administrator at [INSERT EMAIL ADDRESS], unless the City designates another agent, employee, facility, or office by written notice.

The City may provide or revise the applicable submission instructions no later than ten (10) days after award or issuance of the Notice to Proceed, as permitted by Section 218.735, Florida Statutes.

A payment application is considered received for statutory purposes when received by the person or office designated by the City in accordance with applicable law.

7.5 Proper Payment Request. A payment application is proper only if it complies with the Contract Documents and contains the documentation reasonably necessary for the City to evaluate the requested payment.

If a payment application is deficient, the City shall provide written notice identifying the deficiency and the corrective action required within the period established by the Local Government Prompt Payment Act. Contractor may submit a corrected payment application, which shall be processed in accordance with applicable law.

7.6 Review and Payment. The City shall review and pay proper payment applications within the periods required by Part VII of Chapter 218, Florida Statutes.

If the City disputes only a portion of a payment application, it shall timely pay the undisputed portion. Acceptance of a partial or progress payment does not waive either party’s rights concerning a disputed amount.

7.7 Retainage. The City shall withhold five percent (5%) from each progress payment as retainage, except when a lower amount is required by applicable law.

Retainage shall be administered and released in accordance with Section 218.735, Florida Statutes.

The City may release all or part of the retainage before Final Completion in its discretion when permitted by law, but Contractor has no contractual right to an early reduction or release.

The City shall not hold retainage through the warranty period or delay its release because of warranty items, matters omitted from the statutory completion list, or a pending insurance audit when prohibited by law.

7.8 Grounds for Withholding Payment. In addition to retainage, the City may withhold from a payment application an amount reasonably necessary to protect the City from loss arising from:

1. Defective, deficient, incomplete, or nonconforming Work;

2. Work not properly documented, measured, or accepted;

3. Claims, liens, or notices of nonpayment;

4. Contractor’s failure to pay subcontractors, suppliers, workers, or governmental charges;

5. Damage to City property or the property of others;

6. Failure to maintain required bonds, insurance, licenses, permits, or certifications;

7. Failure to provide required records or closeout documents;

8. Reasonable evidence that the remaining unpaid balance is insufficient to complete the

Work;

9. Liquidated damages or other amounts due the City; or

10. Another material breach of the Contract Documents.

The City shall identify the basis for withholding as required by applicable law. When the basis for withholding has been cured, the withheld amount shall be included in the next proper payment, subject to the City’s remaining rights.

7.9 Subcontractor and Supplier Payments. Contractor shall pay each subcontractor and supplier the amount due from each City payment within the time required by Section 218.735, Florida Statutes. Contractor shall require each subcontractor to make corresponding payments to its subcontractors and suppliers within the applicable statutory period.

Contractor or a subcontractor may withhold a genuinely disputed amount if it provides the affected party written notice identifying the amount disputed and the action required to cure the dispute.

All undisputed amounts must be timely paid.

7.10 Completion List. As Substantial Completion approaches, the City and Contractor shall jointly inspect the Work and develop a single list identifying the items and estimated cost of each item required to render the Work complete, satisfactory, and acceptable.

The parties shall endeavor to complete the inspection and develop the list concurrently with the City’s determination of Substantial Completion. In all events:

1. The list shall be developed within the period required by Section 218.735, Florida Statutes;

2. The City shall deliver the completed list to Contractor no later than five (5) calendar days after it is developed;

3. The deadline for Final Completion shall be no earlier than thirty (30) calendar days after delivery of the list;

4. If the City does not timely develop or deliver the list, the Contract Time shall be extended to the extent required by law; and

5. Omission of corrective or incomplete Work from the list does not relieve Contractor of its obligation to complete the Work.

Contractor shall promptly provide information reasonably required to establish the estimated cost of each listed item. Contractor’s disagreement with an item or estimated cost does not excuse timely completion.

7.11 Payment Following Completion List. Within the period required by Section 218.735, Florida Statutes, the City shall pay the remaining Contract balance, including retainage, less:

1. An amount equal to one hundred fifty percent (150%) of the estimated cost to complete the items on the completion list;

2. Amounts subject to a good-faith written dispute;

3. Amounts subject to a claim under Section 255.05, Florida Statutes; and

4. Other amounts the City is legally entitled to withhold.

After completing all listed items, Contractor may submit a payment application for the withheld balance. If a good-faith dispute remains concerning completion of an item, the City may continue withholding up to one hundred fifty percent (150%) of the estimated cost to complete the disputed item.

7.12 Conditions to Final Payment. Contractor’s final payment application shall include:

1. Completion of all Work and correction of all identified deficiencies;

2. Final measured and accepted quantities;

3. Final releases and waivers from Contractor, subcontractors, and suppliers, to the extent permitted by Section 255.05(11), Florida Statutes;

4. Consent of surety to final payment;

5. As-built information, GIS-compatible records, photographs, daily production records, and other required closeout documentation;

6. Warranties, certifications, test reports, operating information, and maintenance materials required by the Contract Documents;

7. Evidence that all taxes, fees, claims, and obligations arising from the Work have been paid or otherwise resolved;

8. Return of City property and removal of temporary facilities, equipment, waste, and surplus materials; and

9. Any other closeout document reasonably required by the Contract Documents.

7.13 Final Payment and Continuing Obligations. Final payment does not waive claims arising from latent defects, fraud, warranty obligations, indemnification obligations, unsettled claims, failure to comply with public-records or audit requirements, or another obligation that survives completion.

Contractor’s acceptance of final payment constitutes a waiver of claims for additional compensation or time, except claims previously submitted in writing and expressly identified by Contractor as unresolved when it submits its final payment application.

7.14 Interest. Any payment not made within the period required by the Local Government Prompt Payment Act shall bear interest at the rate required by applicable law. Nothing in this Agreement authorizes interest against the City beyond the amount required by law.

ARTICLE 8

CHANGES IN THE WORK

8.1 Changes by the City. The City may order additions, deletions, revisions, substitutions, or other changes within the general scope of the Project. A change affecting the Contract Price, Contract Time, or another material requirement of the Contract Documents must be authorized through a Change Order approved in accordance with applicable City requirements.

Contractor shall not perform changed or additional Work without the written authorization required by this Article.

8.2 Changes Not Requiring a Change Order. The Agreement Administrator may issue written interpretations, clarifications, and minor instructions that are consistent with the Contract Documents and do not change the Contract Price, Contract Time, or material scope of the Work.

Variations in actual quantities from the estimated quantities stated in the Bid Form do not require a Change Order when:

1. The Work remains within the general scope of the Project;

2. Payment is based on the applicable Unit Prices;

3. The total amount payable remains within the authorized Contract Price;

4. The Owner-Directed Contingency is not used; and

5. The variation does not require an extension of the Contract Time.

8.3 Change Order Requirements. Each Change Order shall identify, as applicable:

1. The change in the Work;

2. The increase or decrease in the Contract Price;

3. The increase or decrease in the Contract Time;

4. The Unit Prices, lump-sum amount, or other valuation method;

5. The source of authorized funding, including any use of the Owner-Directed Contingency;

6. Required supporting documentation;

7. Any revised completion milestones; and

8. Contractor’s release of claims arising from the change, except claims expressly reserved in the Change Order.

A Change Order is not effective until executed by the persons authorized to bind both parties and approved in accordance with applicable City requirements.

8.4 Change Proposals. Upon the City’s written request, Contractor shall submit a complete change proposal within seven (7) calendar days, unless the City approves a different period. The proposal shall include:

1. A detailed description of the proposed changed Work;

2. Itemized labor hours, classifications, and rates;

3. Itemized material quantities and costs;

4. Equipment descriptions, usage periods, and rates;

5. Subcontractor and supplier quotations;

6. Applicable Unit Prices;

7. All proposed overhead, profit, bond, insurance, and other markups;

8. The proposed…