Y24-709_FDOT-LAP_Vol._III_.pdf

Volume III: Draft Contract Table of Contents Page: 1 of 6

Orange County, Florida Procurement Division

Volume III: Draft Contract

IFB#: Y24-709-GO 2

Project Title: Tilden Road and Tiny Road Intersection 4

Improvements FPN: 444788-1-58-01 FAN: D523-062B

TABLE OF CONTENTS

Article 1: Definitions

Article 2: Documents Section A: Ownership of Documents ............................................................................... 3 10

Section B: Documents

1. Contract Documents .................................................................................................. 3 12

2. Priority of Documents

Section C: Federally Required Attachments .................................................................... 4 14

1. FHWA-1273

2. U.S. Department of Labor Prevailing Wage Determination ....................................... 5 16

Section D: Record Drawings

1. Generally ................................................................................................................... 5 18

2. As-Built Plans

Article 3: Interpretation and Intent

Section A: Generally

Section B: Request for Interpretation ............................................................................... 6 22

Section C: County’s Regulatory Authority

Article 4: Contract Amount, Bonding, and Payment

Section A: Contract Amount

1. Generally ................................................................................................................... 7 26

2. Unit Price Contract

3. Maximum Contract Amount ....................................................................................... 7 28

4. Estimated Quantities

5. Basis of Payment ....................................................................................................... 7 30

Section B: Bonding

Section C: Payment ............................................................................................................ 8 32

1. Pay Items

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Orange County, Florida Procurement Division

2. Progress Payments ................................................................................................... 8 34

3. Schedule of Values

4. Progress Schedule .................................................................................................... 9 36

5. Progress Payment Update Schedules CPM

6. Progress Payment Narrative Report ........................................................................ 10 38

7. Schedule and Report Format

8. Project Manager Review ......................................................................................... 11 40

9. Final Schedule Update

10. Application For Progress Payment .......................................................................... 11 42

11. Contractor's Warranty of Title

12. Approval of Payments ............................................................................................. 13 44

13. Final Inspection for Payment

14. Approval of Final Payment ...................................................................................... 14 46

15. Contractor's Continuing Obligation

16. Waiver Of Claims ..................................................................................................... 15 48

17. Prompt Payment to Subcontractors

18. Utilities ..................................................................................................................... 16 50

19. Availability of Funds

Article 5: Starting, Prosecution, and Completion of Work ...................................... 16 52

Section A: Starting the Work

1. Preconstruction Conference .................................................................................... 16 54

2. Notice to Proceed

3. Time of Commencement and Final Completion....................................................... 17 56

4. Availability of Lands

Section B: Prosecution of the Work ............................................................................... 17 58

1. Submission of Working Schedule

2. Work Hours.............................................................................................................. 18 60

3. Compliance with Time Requirements

4. Video Survey ........................................................................................................... 19 62

5. Project Progress Aerial Photographs

Section C: Completion ..................................................................................................... 19 64

1. Substantial Completion

2. Partial Utilization ...................................................................................................... 20 66

3. Final Inspection

Article 6: Miscellaneous Terms and Conditions ...................................................... 21 68

Section A: Contractor’s Responsibilities

1. Project Owner Status During Construction .............................................................. 21 70

2. Supervision and Superintendence

3. Labor, Materials, and Equipment ............................................................................. 22 72

4. Substitute Material or Equipment

5. Patent Fees and Royalties ...................................................................................... 23 74

6. Site Investigation

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7. Laws and Regulations ............................................................................................. 24 76

8. Certifications/Permit Compliance

9. Use Of Premises ..................................................................................................... 24 78

10. Maintenance of Traffic/Use of Public Roads and Streets

11. Care of Trees, Shrubs, and Grass ........................................................................... 25 80

12. Use of Explosives

13. Damage to Existing Structures and Utilities ............................................................. 26 82

14. Federally or State Designated Listed Species

15. Cleaning Up ............................................................................................................. 26 84

16. Unforeseen Subsurface Conditions

Section B: Subcontractors and Suppliers ..................................................................... 27 86

1. General Requirements

2. County Objections ................................................................................................... 28 88

3. Contractor Self Performance Requirements

Section C: Safety and Protection .................................................................................... 29 90

1. Generally

2. Protection of Property .............................................................................................. 30 92

3. Off-Site Staging and Storage

4. Emergencies............................................................................................................ 31 94

5. Supervision for Emergencies

6. Hurricane Preparedness .......................................................................................... 32 96

7. Asbestos Free Materials

8. Tobacco Free Campus ............................................................................................ 32 98

Section D: Reference Points

1. Generally ................................................................................................................. 33 100

2. Specific Staking Requirements

3. Benchmarks............................................................................................................. 35 102

4. Control Points

5. Property Corners ..................................................................................................... 35 104

6. Public Land Corners

7. National Geodetic Survey (N.G.S.) / United States Coast & Geodetic Survey (U.S.C. & 106

G.S.) Monuments

Section E: As-Built Plan Requirements .......................................................................... 36 108

1. Qualifications of Surveyor and Mapper or Engineer

2. Improvements .......................................................................................................... 37 110

3. As-Built Survey

4. Deliverables ............................................................................................................. 38 112

Section F: Shop Drawing and Samples

Section G: Utility Coordination ....................................................................................... 41 114

Section H: Work by Others

Section I: Change Orders (Alteration of Plans or of Character of Work) .................... 44 116

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Section J: Claims (Control of Work)

Section K: Extensions of Contract Time ........................................................................ 45 118

Section L: Value Engineering

1. Intent and Objective ................................................................................................. 45 120

2. Subcontractors

3. Data Requirements: ................................................................................................. 46 122

4. Processing Procedures

5. Computations for Change in Contract Cost of Performance .................................... 47 124

6. Computations for Collateral Costs

7. Sharing Arrangement .............................................................................................. 48 126

Section M: Suspension of Work

Section N: Verbal Orders ................................................................................................. 49 128

Section O: Warranty and Guarantee, Acceptance of Defective Work

1. Warranty and Guarantee ......................................................................................... 49 130

2. Tests and Inspections

3. Access to the Work .................................................................................................. 50 132

4. Uncovering Work

5. Notice to Cure .......................................................................................................... 51 134

6. Correction or Removal of Defective Work

7. Acceptance of Defective Work................................................................................. 52 136

8. Neglected Work by Contractor

9. Independent Materials Testing ................................................................................ 52 138

Section P: Patents and Royalties

Section Q: Nondiscrimination ......................................................................................... 53 140

Section R: Records and Audits

1. Covered Records and Supporting Documents ........................................................ 53 142

2. Duty to Maintain Records

3. Right to Inspect and Audit Records ......................................................................... 55 144

4. Overpricing or Overcharges

5. State Auditing and Inspector General Requirements ............................................... 56 146

6. Public Records

7. Flow-Down Requirement ......................................................................................... 56 148

Section S: Supplemental Terms and Conditions

Article 7: State/Federal Terms and Conditions ........................................................ 57 150

Section A: Federal Terms

Section B: Suspension and Debarment ......................................................................... 57 152

Section C: Control of Materials

Section D: Prohibition on Certain Telecommunications and Video Surveillance 154 Services or Equipment

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Section E: Conflicts of Interest ....................................................................................... 58 156

1. General Requirements

2. Flow Down Requirement ......................................................................................... 59 158

Section F: E-Verify

Section G: Florida Convicted/Suspended/Discriminatory Complaints ....................... 59 160

Section H: Scrutinized Companies

Section I: Disadvantaged Business Enterprises (“DBEs”) ........................................... 60 162

1. Generally

2. Required Contract and Subcontract DBE Assurance Language ............................. 60 164

3. Flow-Down Requirement

Section J: FDOT Contract ................................................................................................ 61 166

Article 8: Insurance, Indemnification, and Liability

Section A: Insurance ........................................................................................................ 61 168

1. General Requirements

2. Workers’ Compensation .......................................................................................... 62 170

3. Commercial General Liability

4. Business Automobile Liability .................................................................................. 62 172

5. Contractor’s Pollution Liability

6. Schedule of Limits ................................................................................................... 63 174

7. Additional Insured

8. Waiver of Subrogation ............................................................................................. 63 176

9. Cancellation or Change of Coverage

10. Risk of Loss ............................................................................................................. 64 178

11. Joint Ventures

12. Delivery of Certificates ............................................................................................. 64 180

13. Flow Down Requirement

Section B: Indemnification .............................................................................................. 65 182

1. State Indemnification Provision

2. Section 725.06, F.S., Indemnification ...................................................................... 65 184

3. Survivability

4. Flow Down Requirement ......................................................................................... 66 186

Section C: Liability

1. Indemnification for Tort Actions/Limitation of Liability .............................................. 66 188

2. Limitation on Damages

Section D: Liquidated Damages ..................................................................................... 67 190

Section E: Third-Party Claims

Article 9: Termination ................................................................................................. 68 192

Section A: Authority to Terminate

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Section B: Termination for Cause ................................................................................... 68 194

Section C: Termination for Convenience

Section D: Contractor’s Option to Rescind Contract .................................................... 70 196

Article 10: General Contract Provisions (Alphabetical Order) Section A: Assignments and Successors ...................................................................... 70 198

Section B: Attorneys’ Fees and Costs

Section C: Conflicts ......................................................................................................... 71 200

Section D: Construction and Representations

Section E: Counterparts and Electronic Transmission of Signatures ......................... 71 202

Section F: Electronic Signatures

Section G: Governing Law .............................................................................................. 71 204

Section H: Headings

Section I: Jury Waiver ...................................................................................................... 72 206

Section J: Notice

Section K: Remedies ........................................................................................................ 72 208

Section L: Severability

Section M: Signatory ........................................................................................................ 72 210

Section N: Survivorship

Section O: Use of County and Contractor Logos .......................................................... 73 212

Section P: Venue

Section Q: Waiver............................................................................................................. 73 214

Section R: Written Modification

Article 11: Entire Agreement

Volume III Appendix: Contract Exhibits

Construction Bid Package | IFB# Y24-709-GO Volume III: Draft Contract Page: 1 of 75

Volume I: Invitation for Bids (“IFB”) IFB No. Y24-709-GO

CONTRACT NO: TBD

ORANGE COUNTY, FLORIDA

CONSTRUCTION CONTRACT

This Contract (the “Contract”) is made by and between ORANGE COUNTY, FLORIDA, a political subdivision of the State of Florida, with its principal place of business located at 201 226 South Rosalind, Avenue, Orlando, Florida, 32801 (the “County”), and TBD, a TBD, with its principal place of business located at TBD (the “Contractor”). The County and the Contractor 228 may be referred to in this Contract individually as “party” or collectively as “parties”.

NOW, THEREFORE, the County and the Contractor, for the consideration set forth within this Contract, hereby agree as follows: 232

Article 1: Definitions 234

The definitions set forth in Vol. I., Art. 1., Sec. A. (“Definitions”) of the Bid Package for IFB# Y24-709-GO are hereby incorporated into this Contract by reference. In addition to such 236 definitions, the following words and expressions (or pronouns used in their stead) defined in this Article shall, wherever they appear in the Contract Documents, be construed as follows unless 238 a different meaning is clear from the context.

“Approve”, “Approval”, “Accept”, “Accepted”, “Acceptance”, or any other derivations of these terms, when used within the Specifications, or in references to actions taken by the County 242 or its representatives with respect to submittals made by or work performed by the Contractor, shall mean that the County or its representatives finds no exception with the submittal or the 244 Work provided/performed by the Contractor. Acceptance or approval by the County or its representative shall not relieve the Contractor of any responsibility for conformance to the intent 246 of the plans and specifications, for the accuracy of dimensions, for conformity of dimensions and details, or for adherence to generally accepted engineering and construction practices. 248

"Change Order" shall mean a written order to the Contractor, signed by the County, authorizing 250 an addition, deletion or revision in the Work, or an adjustment in the Contract Amount or the Contract Time issued after execution of the Contract. 252

"Contractor" shall mean the “Selected Bidder” (and vice versa), whether a corporation, firm, 254 individual or any combination thereof, and its (or their) successors, personal representatives, executors, administrators, and assigns. 256

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"Contract Amount" shall mean the total monies payable to the Contractor under the Contract 258 Documents. The term "Contract Price" where used in the Contract Documents refers to the “Contract Amount”. 260

“Contract Float” shall mean the number of days that an activity or a sequence of activities does 262 not necessarily have to start or end on the scheduled dates to maintain the schedule, or as a minimum, the number of days that an activity may be delayed from its early start date without 264 delaying completion of the Work beyond the Contract Time for Substantial Completion or Final Acceptance. 266

"Contract Time" will mean the number of calendar days stated in the Contract for the 268 completion of the Work and shall begin on the date the County issues its Notice to Proceed and end on the date of Final Completion. 270

"Defective Work" shall mean: (A) work that is unsatisfactory, deficient, or damaged, does not 272 conform to the Contract Documents, or does not meet the requirements of any inspection, test or approval; or (B) work associated with punch list items that the Contractor fails to complete 274 within a reasonable time after issuance of the punch list by the Project Manager.

"Final Acceptance" shall mean acceptance of the Work by the County upon the expiration of the correction period required by the Contract Documents. 278

"Final Completion" shall mean acceptance of the Work by the County as evidenced by its 280 signature upon Final Certificate of Completion and approval thereof by the County. The Final Certificate of Completion shall be signed only after the County has assured itself by tests, 282 inspection, or otherwise that all of the provisions of the Contract have been carried out to its satisfaction. 284

"Notice to Proceed" shall mean the written notice given by the County to Contractor fixing the 286 date the Contract Times will commence to run.

“Record Schedule” shall mean the timetable of predicted tasks, milestones, task durations, deadlines and the start and end dates of the Work indicated in a Progress Schedule accepted 290 by the County and provided to the County prior to the first progress payment. County acceptance of a revised and/or updated Progress Schedule will result in a revised Record Schedule, if so 292 noted in the County’s written acceptance, that will be used to evaluate progress and delays occurring after the acceptance of the revised Record Schedule. 294

"Shop Drawings" shall mean all drawings, diagrams, illustrations, brochures, schedules, and 296 other data which are prepared by the Contractor, a Subcontractor, a manufacturer, supplier, or distributor and which illustrate the equipment, material and/or some portion of the Work. 298

"Substantial Completion" shall mean the stage in the progress of the Work when the Work, or 300 designated portions thereof, may still require minor modifications or adjustments but, in the County’s opinion, the Work has progressed to the point such that all parts of the Work under 302

Volume III: Draft Contract Page: 3 of 75 consideration are fully operational and usable for intended purposes, as evidenced by a Certificate of Substantial Completion approved by the County. 304

Article 2: Documents 306

Section A: Ownership of Documents All specifications, drawings, and copies thereof furnished by the County shall remain the property 308 of the County. Such documents shall not be used on another project and, with the exception of those sets which has been signed in connection with execution of this Contract, shall be returned 310 to the County upon completion of the Project.

Copies of documents, records, materials, or other reproduction requests will be charged in accordance with Orange County’s fee schedule. Copyrighted materials may be inspected but 314 cannot be copied or reproduced per Federal law.

Section B: Documents

1. Contract Documents318

The following documents (the “Contract Documents”) are hereby incorporated into this Contract, whether by reference or by physical attachment, and therefore serve as a material 320 part of this agreement between the parties:

A. The Orange County Invitation for Bids/Project Manual;

B. The Bid Package for IFB No. Y24-709-GO dated TBD, including but not limited to Volume I: Invitations for Bids (“IFB”) and Volume II: Project-Specific Information and any forms, documents, incorporated references, or other attachments thereto which are attached hereto as EXH-7: Bid Package, C. The following addendums issued by the County:330

Table 1: Addendums Addenda No. Issue Date

D. The Contractor’s Bid Response dated TBD, which is attached hereto as EXH-8:

Contractor’s Bid Response;334

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E. All Project-related specifications and drawings, including the drawings bearing the title: 336

“TBD”;

F. The Contractor’s Payment and Performance Bond documents;

G. The Contractor’s Certificates of Insurance; and

H. Any applicable state, federal, or local laws or regulations, regardless of whether a specific reference to such has been made within the body of this Contract.344

2. Priority of Documents346

The order of precedence of items and documents is as follows:

A. This Contract348

B. Permits C. Supplemental Conditions/Special Provisions350

D. Specifications/Technical Provisions E. Drawings/Plans352

F. Road Design, Structures, and Traffic Operations Standards (If applicable) G. Divisions II and III of FY 2024-25 Florida Department of Transportation (FDOT) Standard354

Specifications for Road and Bridge Construction, and supplements thereto (unless otherwise noted) and as found in DOC-5: Technical Provisions/Specifications which356 is attached to Volume II: Project-Specific Information of this Bid Package

H. Select provisions of Division I of FY 2024-25 Florida Department of Transportation358 (FDOT) Standard Specifications for Road and Bridge Construction, as found in EXH-3:

FDOT Division I Specifications for Local Agencies360

I. The Contractor’s Bid Response J. Instructions to Bidders362

Section C: Federally Required Attachments 364

1. FHWA-1273

The Federal Government requires that FHWA-1273 be physically attached and incorporated366 into every Federal-Aid Construction Contract. This provision acknowledges that FHWA-1273 is appropriately attached and hereby incorporated into this Contract as EXH-2: FHWA-1273368

– Required Contract Provisions Federal-Aid Construction Contracts.

For more information regarding this requirement, refer to Section 7-1.1 of EXH-3: FDOT Division I Specifications Package for Local Agencies. 372

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2. U.S. Department of Labor Prevailing Wage Determination374

The Federal Government requires that the current U.S. Labor Prevailing Wage Determination be physically attached and incorporated into every Federal-Aid Construction Contract. This376 provision acknowledges that the current U.S. Labor Prevailing Wage Determination is appropriately attached and hereby incorporated into this Contract as EXH-4: U.S. Labor378 Prevailing Wage Determination.

For more information regarding this requirement, refer to Section 7-16 of EXH-3: FDOT Division I Specifications Package for Local Agencies.382

Section D: Record Drawings 384

1. Generally The Contractor shall keep one record copy of all Specifications, Drawings, Addenda, Change386 Orders, and Shop Drawings at the site in good order, and annotated and marked on a current basis to indicate the progress of the work done and to show all changes made during the388 construction process or conditions varying from the Bid Response. These shall be available to the Project Manager for inspection throughout construction and shall be delivered to the390 Project Manager upon completion of the Work, but prior to final payment.

2. As-Built Plans

As-Built Plans shall be used for no purpose other than recording changes, shall be updated394 at least once weekly, and shall be stored separate and apart from plans used on a routine basis. Such plans shall show locations and elevations of paving, swales, ditches, pipes, and396 structures constructed and all relocated or reset property corners, section corners, and ¼ section corners.398

The As-Built Plans shall be available to the Project Manager upon request. Upon the400 completion of the Project the Contractor shall submit to the Project Manager one set of signed and sealed As-Built Plans and PDF file on CD. These As-Built Plans shall delineate all402 revised information in bold notation and otherwise comply with the provisions of Art. 6., Sec.

E. (“As-Built Plans Requirements”) of this Contract.404

Article 3: Interpretation and Intent 406

Section A: Generally The Project shall be constructed in accordance with the Contract Documents, specifically 408 including but not limited to DOC-3: Supplemental Conditions/Special Provisions and DOC- 5: Technical Provisions/Specifications as attached to Volume II: Project-Specific 410 Information of the Bid Package, the Drawings, and the Specifications.

The County makes no representation or warranty of any nature whatsoever to the Contractor concerning the Contract Documents. Such documents are complementary; what is called for by 414 one is as binding as if called for by all.

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Work, materials, or equipment described in words which so applied have a well-known technical or trade meaning shall be deemed to refer to such recognized standards. In case of conflict, the 418 more stringent requirements shall take precedence and govern.

Duties and obligations imposed by this Contract and the rights and remedies available hereunder, and, in particular but without limitation, the warrants, guarantees, and obligations 422 imposed upon the Contractor and the rights and remedies available to the County thereunder shall be in addition to and not a limitation of any otherwise imposed or available by law, by 424 special guarantee, or other provisions of Contract Documents.

Section B: Request for Interpretation If the Contractor finds a conflict, error, or discrepancy in the Contract Documents, it shall call it 428 to the Project Manager's attention in writing before proceeding with the Work affected thereby.

Any work that may reasonably be inferred from the Specifications or Drawings as being required 430 to produce the intended result shall be supplied regardless of whether it is specifically called for.

Written clarifications or interpretations (which shall be consistent with or reasonably inferable from the Contract Documents) will be issued in response to a Contractor Request for 434 Interpretation (“RFI”) or as the Project Manager or Professional may otherwise determine necessary. 436

The County shall be provided with a reasonable amount of time, at least 10 business days, to 438 respond to any RFI submitted by the Contractor. Any delay in responding to the RFI cannot be used as a reason to make a claim for any additional compensation, including delay claims. 440

If the Contractor believes a written clarification or interpretation justifies an increase in Contract 442 Amount or Contract Time, the Contractor shall make a claim for such increase in accordance with Art. 6., Sec. J. (“Claims (Control of Work)”) of this Contract. 444

If the Contractor is authorized by the County to proceed with the Work involved before full 446 agreement is reached on (1) whether any increases are due at all; or (2) the extent of any such increases (if any are determined to be due), the Contractor shall furnish actual cost records to 448 the Project Manager daily.

Section C: County’s Regulatory Authority In the event that the County exercises its regulatory authority as a governmental body, the 452 exercise of such regulatory authority and the enforcement of any rules, regulations, laws, or ordinances shall be deemed to have occurred pursuant to the County’s authority as a 454 governmental body and shall not be attributable in any manner to the County as a party to this Contract. 456

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Article 4: Contract Amount, Bonding, and Payment 458

Section A: Contract Amount

1. Generally460

The County shall pay the Contractor in current funds, and in accordance with the progress payment schedule as stated herein, for the performance of the Work, subject to additions 462 and deductions by Change Order as provided in the Contract Documents, the Contract Amount of $TBD at the unit prices set forth in EXH-8: Contractor’s Bid Response. 464

All measurements for payment shall be based on the completed work performed in strict 466 accordance with Contract Documents. All work completed under this contract shall be measured by the Contractor or its representatives in the presence of the Project Manager. 468

2. Unit Price Contract470

This is a Unit Price Contract, and the base bid is the sum of all Pay Item totals. The County reserves the right to correct errors in the Pay Item totals arising from incorrect extensions. 472 See Vol. I., Art. 1., Sec. G.2. (“Bid Errors”) of the Bid Package for more information.

No price adjustments shall be made on this Contract to the bid price of any products or materials including but not limited to gasoline, diesel, or other fuels, or to bituminous 476 materials, including asphalt, due to fluctuations in market prices, changes in suppliers, or for any other reason. 478

3. Maximum Contract Amount480

The Contractor shall provide written notification to the County’s Project Manager when 90% of the total contract amount has been reached. The Contractor shall not proceed beyond 482 100% of the total Contract Amount unless duly authorized by a written change order.

4. Estimated Quantities

This Contract is based on estimated quantities. The contractor shall only be paid for materials486 installed in the work in accordance with the applicable unit prices for the specific work element (line item). No payment shall be made for excess materials delivered to the jobsite488 and not incorporated into the work. Therefore, it shall be the contractor’s responsibility to determine the quantities of materials necessary to perform the project to its completion.490

5. Basis of Payment492

In the event of conflict, each reference to Basis of Payment in the Specifications is hereby superseded by the conditions contained in DOC-5: Technical Provisions/Specifications 494 and all other conditions related to Basis of Payment contained in Contract Documents, unless otherwise directed by the Project Manager. 496

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Section B: Bonding 498

The bonding provisions and requirements of Vol. I., Art. 2., Sec. E. (“Bonding”) of the Bid Package are hereby incorporated into and serve as a material part of this Contract. 500

Additionally, if the Surety Company on any bond furnished by the Contractor is declared 502 bankrupt, becomes insolvent, has its right to do business terminated in any State where any part of the Project is located, or ceases to meet the requirements imposed by this Contract, the 504 Contractor shall, within 5 days after such occurrence, substitute another Bond with another Surety Company both of which shall comply with the applicable provisions of this Contract. 506

Section C: Payment 508

1. Pay Items The cost of all equipment, materials, and labor for temporary or permanent facilities510 necessary to construct the improvements identified in the plans, specifications, or other Contact Documents shall be deemed to be included in the various items making up the512 Contract Amount. No separate payment shall be made to the Contractor for any such equipment, materials and labor for which a separate Pay Item has not been provided. No514 adjustments shall be made on this contract to the bid price of any product or material, including gasoline, diesel or other fuels, and bituminous materials, including asphalt, due to516 fluctuations in market prices, changes in suppliers, or any other reasons.

2. Progress Payments

Based upon Applications for Payment submitted to the Project Manager by the Contractor520 and Certificates for Payment issued by the Project Manager the County shall make progress payments on account of the Contract Amount to the Contractor as provided in the Contract522 Documents as follows:

Not later than 30 days following approval of an Application for Payment, 95% of the portion of the Contract Amount properly allocable to labor, materials, and equipment incorporated in526 the Work and 95% of the portion of the Contract Amount properly allocable to materials and equipment suitably stored at the Site or at some other location agreed upon in writing, for the528 period covered by the Application for Payment, less the aggregate of previous payments made by the Owner.530

When the completion of the Work ascertained as payable exceeds 50% of the total Contract532 Amount, the retainage percentage withheld may be reduced to less than 5%. Retainage percentage less than 5% shall be determined by the Project Manager and authorized by534 written Change Order issued by the County. Upon Final Completion of the entire Work, a sum sufficient to increase the total payments to 100% of the Contract Amount, less such536 amounts as the County shall determine for all incomplete work and unsettled claims as provided in the Contract Documents.538

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3. Schedule of Values540

The Contractor shall submit a Schedule of Values for the work including quantities and unit prices totaling the total Contract Amount prior to both receipt of the Notice to Proceed and 542 commencing Work on the Project. The Schedule of Values shall be in a form satisfactory to the County. 544

The Schedule of Values shall subdivide the Work into sufficient detail to serve as the basis 546 for progress payments during construction. Upon acceptance of the Schedule of Values by the Project Manager, it may be incorporated into the form of Application for Payment 548 prescribed by the County.

The Contractor shall not imbalance its Schedule of Values, nor shall it artificially inflate any element thereof. The violation of this provision by the Contractor shall constitute a material 552 breach of this contract.

4. Progress Schedule

The Contractor’s Progress Schedule shall utilize the Critical Path Method (“CPM”). The556 Contractor’s Progress Schedule shall be prepared using software approved by the County;

the software shall be specifically intended for the preparation of construction schedules558 incorporating a critical path. The software used by the Contractor must be approved in advance by the County. The Contractor shall submit a Progress Schedule CPM (both in hard560 printed copy with network diagrams and electronic disc files) prior to both receipt of the Notice to Proceed and commencing Work on the Project.562

The Progress Schedule CPM shall clearly identify all controlling items of Work and activities564 defined as the critical path, which if delayed or prolonged, will delay the time of completion of the Contract. The critical path shall include a minimum 10% float time as part of the566 Contract Time for unforeseen conditions. The Contractor shall provide additional float time above the required minimum 10% based on its experience, understanding of the scope, and568 inspection of the Site.

5. Progress Payment Update Schedules CPM

If requested by the Project Manager, the Contractor shall submit an Update Schedule CPM572 to the Project Manager concurrent with each Application for Payment. The Update Schedule CPM shall focus on the period from the last Update Schedule CPM to the current Update574 Schedule CPM submitted with the Application for Payment. Activities that have either started or finished shall be reported as they actually occurred and designated as complete, if actually576 completed. For activities in progress that are forecasted to complete longer than planned, the remaining durations shall be revised, not the original durations. All out of sequence578 activities shall be reviewed and their relationships either verified or changed.

The Contractor’s failure to submit a Progress Payment Schedule CPM and Progress Payment Narrative Report when requested by the Project Manager, with an Application for582 Payment shall be sufficient reason for rejection of the Progress Payment request.

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If the Project Manager rejects the Progress Payment Update Schedule CPM or the Progress Payment Narrative Report (as discussed below), the entire Progress Payment request shall 586 be rejected and must be resubmitted with the corrected Progress Payment Update Schedule CPM and Progress Payment Narrative Report. 588

6. Progress Payment Narrative Report590

When requested by the Project Manager each Update Schedule CPM shall be accompanied by a written Narrative Report. The Narrative Report shall describe the physical progress 592 during the report period, plans for continuing the Work during the forthcoming report period, actions planned to correct any delays, and a detailed explanation of potential delays or 594 problems and their estimated impact on performance, milestone completion dates, the forecasted completion date, and the forecasted substantial completion date. In addition, 596 alternatives for possible schedule recovery to mitigate any potential delays shall be discussed. 598

If required by the Project Manager, the Contractor’s Progress Payment Narrative Report shall 600 include a detailed list of all outstanding Contract Claims with a detailed description of each Contract Claim. The Narrative Report shall follow the outline set forth below: 602

Contractor’s Narrative Report Outline: 604

A. Contractor’s dated transmittal letter.

B. Work completed during the report period.606

C. Description of the current critical path.

D. Description of problem areas.608

E. Current and anticipated delays:

(1) Cause of the delay610

(2) Corrective action and schedule adjustments to correct the delay.

F. Impact of the delay on other activities, milestones, and completion dates. Changes in612 construction sequences.

G. Pending items and status thereof:614

(1) Permits.

(2) Change orders.616

(3) Time extensions.

H. A list of all outstanding Contract Claims and a detailed description of each Contract Claim.618

I. Contract completion date status:

(1) Ahead of schedule and number of days.620

(2) Behind schedule and number of days.

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7. Schedule and Report Format The Contractor shall submit the Progress Schedule CPM, Progress Payment Update624 Schedules CPM, and the Progress Payment Narrative Report to the Project Manager on both: (A) electronic disc files; and (B) printed copies of the network diagrams and narrative626 reports.

8. Project Manager Review

The Project Manager will review the Contractor’s Progress Schedule CPM, Progress630 Payment Update Schedules CPM, and Progress Payment Narrative Reports.

The Project Manager may accept or reject Update Schedule CPMs or Narrative Reports.

Rejected Update Schedule CPMs and Narrative Reports shall be corrected and re-submitted634 to the Project Manager.

9. Final Schedule Update

The Contractor within 15 days after Substantial Completion shall submit a final update of the638 schedule with actual start and actual finish dates for all activities and controlling items of Work identified as the critical path (the “Final Schedule Update”). This Final Schedule640 Update shall be accompanied by a certification signed by the Contractor stating:

“To the best of my knowledge, the enclosed final update of the Progress Schedule reflects the actual start and completion dates of the activities and 644 controlling items of Work on the critical path.”

10. Application For Progress Payment

Applications for Payment shall be processed in accordance with Sections 218.70 through648 218.80, F.S., otherwise known as the Local Government Prompt Payment Act.

The Project Manager will provide written notice to the Contractor identifying the name, address, phone number, and email address of the agent or employee the Contractor shall652 submit payment requests or invoices to. This notice will be provided no later than 10 days after issuance of the Notice to Proceed.654

Not more often than once a month, on a date established at the Project Pre Construction656 Conference, the Contractor may submit to the Project Manager for review the County's standard Application for Payment form filled out and signed by the Contractor covering the658 Work completed as of the date of application and supported by such data as the Project Manager may reasonably require.660

If payment is requested on the basis of materials and equipment not incorporated in the Work662 but delivered and suitably stored at the Site or at another location agreed to in writing, the Application for Payment shall also be accompanied by such supporting data, satisfactory to664 the Project Manager, as will establish the County's title to the material and equipment and protect its interest therein, including applicable insurance, partial Consent of Surety, and666 detailed inventory listing of stored material. Each such request shall include the submittal by

Volume III: Draft Contract Page: 12 of 75 the Contractor of: (A) a detailed, itemized inventory listing the material stored at the Site for 668 which payment is requested; (B) documentation to indicate and substantiate the cost or value attributed to the items included in the stored material inventory list; and (C) the County's 670 "Responsibility And Liability For Materials And Equipment Not Included In The Work" form executed by the Contractor. Failure to provide proper supporting documentation may subject 672 the Applicant for Payment to rejection.

All progress payments will be subject to the retainage percentage specified in the Contract Documents that will be issued in the final payment after acceptance by the County of the 676 Work.

Based upon Applications for Payment submitted to the Project Manager by the Contractor and Certificates for Payment issued by the Project Manager, the County will make progress 680 payments on account of the Contract Amount to the Contractor as provided in the Contract Documents as follows: 682

In the timeframes outlined in Section 218.735(2), F.S., 95% of the portion of the Contract 684 Amount properly allocable to labor, materials and equipment incorporated in the Work and 95% of the portion of the Contract Amount properly allocable to materials and equipment 686 suitably stored at the site or at some other location agreed upon in writing, for the period covered by the application for payment, less the aggregate of previous payments made by 688 the Owner. When the completion of the Work ascertained as payable exceeds 50% of the total contract amount the retainage percentage withheld may be reduced to less than 5%. 690

Upon Final Completion of the entire Work, a sum sufficient to increase the total payments to 692 100% of the Contract Amount, less such amounts as the Owner shall determine for all incomplete work and unsettled claims as provided in the Contract Documents. 694

The Contractor may, at the discretion of the County's Project Manager, be required to have 696 applications for Progress Payments accompanied by a written Consent of Surety to Partial Payment. The Contractor shall include the following certification on each Application for 698 Progress Payments and the Application for Final Payment:

"The undersigned Contractor certifies that the Work covered by this Application for Payment has been done or completed in accordance with the Contract 702 Documents, that all amounts have been paid by Contractor for work, supplies, materials, or equipment for which previous Certificates for Payment were 704 issued, and that the current payment shown herein is now due".

11. Contractor's Warranty of Title

The Contractor warrants and guarantees that title to all work, materials, and equipment708 covered by an Application for Payment, whether incorporated in the Project or not, has passed to the County prior to the making of the Application for Payment, free and clear of all710 liens, claims, security interests, and encumbrances; and that no work, materials, or

Volume III: Draft Contract Page: 13 of 75 equipment covered by an Application for Payment is in any manner encumbered or has any 712 interest retained therein by the seller, the Contractor, or any other person or entity.

12. Approval of Payments

The Project Manager will, within 20 business days after receipt of each Application for716 Payment, either indicate their approval of payment or return such application to the Contractor indicating in writing the reason for refusing to approve payment. In the latter case,718 the Contractor may make the necessary corrections and re-submit the Application for Payment. The County will pay the Contractor the amount approved within the time frame set720 forth in the Local Government Prompt Payment Act.

In the event the Contractor and the Project Manager do not achieve mutual agreement on the basis or amount of the payment, and should the Contractor be unwilling to make the724 necessary corrections or modifications and re-submit the Application, then the County, to avoid delay in paying the Contractor the amount the County has determined the Contractor726 is entitled to receive, shall approve and process the Application for Payment by making such adjustments thereto as the County deems appropriate to pay the Contractor only for the728 amounts not in dispute.

In the event a dispute arises involving payments or invoices that have been rejected by the Project Manager and resubmitted by the Contractor and that cannot be resolved in732 accordance with Section 218.735(3), F.S., the Orange County Payment/Invoice Disputes Resolution Process Procedures shall be used the resolve the dispute. Such procedures may734 be obtained by contacting the Procurement Division at (407)-836-5635.

The Project Manager's approval of any payment requested in an Application for Payment shall constitute a representation by them to the County that, based on the Project Manager's738 on site observations of the Work in progress and on their review of the application for payment and the supporting data, the Work has progressed to the point indicated; that, to740 the best of their knowledge, information, and belief, the quality of the Work is in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning Project742 upon Substantial Completion, to the results of any subsequent tests called for in their approval); and that the Contractor is entitled to payment of the amount approved.744

However, by approving any such payment, the Project Manager will not thereby be deemed746 to have represented that they made exhaustive or continuous on-Site inspections to check the quality or quantity of the Work, that they have reviewed the means, methods, techniques,748 sequences, or procedures of construction, nor is it a representation that they have made any examination to ascertain how or for what purpose the Contractor has used the moneys paid750 or to be paid to them on account of the Contract Amount.

The Project Manager's approval of final payment shall constitute an additional representation by him to the County that the conditions precedent to the Contractor's belief being entitled to754 final payment as set forth in this Section have been fulfilled.

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The Project Manager may refuse to approve the whole or any part of any payment if in their opinion they are unable to make such representations to the County.