Y25-726_FDOT_LAP_Volume_III.pdf

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

Orange County, Florida Procurement Division

IFB#: Y25-726-MB 2

Project Title: Orange County Traffic Signal Upgrade Phase 1 and 2 4

FPN: 448728-1-58-01 & 448728-2-58-01

FAN: D524 075 B & D524 076 B 6

TABLE OF CONTENTS

Article 1: Definitions ..................................................................................................... 1 8

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 ............................................................................... 5 20

Section A: Generally

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

Section C: County’s Regulatory Authority

Article 4: Contract Amount, Bonding, and Payment ................................................. 7 24

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

Table of Contents Page: 2 of 6

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

Table of Contents Page: 3 of 6

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……………………………………………..28

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

Table of Contents Page: 4 of 6

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

Table of Contents Page: 5 of 6

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

Table of Contents Page: 6 of 6

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 ...................................................................................... 73 216

Volume III Appendix: Contract Exhibits

Construction Bid Package | IFB# Y25-726 Volume III: Draft Contract Page: 1 of 75

Volume I: Invitation for Bids (“IFB”) IFB No. Y25-726-MB 220

CONTRACT NO: TBD

ORANGE COUNTY, FLORIDA 222

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# Y25-726-MB 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

Volume III: Draft Contract Page: 2 of 75

"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 Documents 318

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. Y25-726-MB dated TBD, including but not limited to Volume

I: Invitations for Bids (“IFB”) and Volume II: Project-Specific Information and any 326 forms, documents, incorporated references, or other attachments thereto which are attached hereto as EXH-7: Bid Package, 328

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

Volume III: Draft Contract Page: 4 of 75

E. All Project-related specifications and drawings, including the drawings bearing the title:336 Orange County Traffic Signal Upgrade Phase 1 and 2 FPN: 448728-1-58-01 &

448728-2-58-01 FAN: D524 075 B & D524 076 B.338

F. The Contractor’s Payment and Performance Bond documents;340

G. The Contractor’s Certificates of Insurance; and342

H. Any applicable state, federal, or local laws or regulations, regardless of whether a specific344 reference to such has been made within the body of this Contract.

2. Priority of Documents

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

A. This Contract

B. Permits

C. Supplemental Conditions/Special Provisions

D. Specifications/Technical Provisions

E. Drawings/Plans

F. Road Design, Structures, and Traffic Operations Standards (If applicable)

G. Divisions II and III of FY 2026-27 Florida Department of Transportation (FDOT) Standard Specifications for Road and Bridge Construction, and supplements thereto (unless otherwise noted) and as found in Technical Provisions/Specifications which is attached to Volume III: Draft Contract of this Bid Package

H. Select provisions of Division I of FY 2026-27 Florida Department of Transportation (FDOT) Standard Specifications for Road and Bridge Construction, as found in EXH-2:

FDOT Division I Specifications Package for Local Agencies

I. The Contractor’s Bid Response

J. Instructions to Bidders

Section C: Federally Required Attachments

1. FHWA-1273368

The Federal Government requires that FHWA-1273 be physically attached and incorporated into every Federal-Aid Construction Contract. This provision acknowledges that FHWA-1273370 is appropriately attached and hereby incorporated into this Contract as EXH-3: FHWA-1273:

Required Contracts Provisions Federal-Aid Construction Contracts372

Volume III: Draft Contract Page: 5 of 75

For more information regarding this requirement, refer to Section 7-1.1 of EXH-2: FDOT Division I Specifications Package for Local Agencies. 376

2. U.S. Department of Labor Prevailing Wage Determination 378

The Federal Government requires that the current U.S. Labor Prevailing Wage Determination be physically attached and incorporated into every Federal-Aid Construction Contract. This 380 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. Labor 382 Prevailing Wage Determination.

For more information regarding this requirement, refer to Section 7-16 of EXH-2: FDOT Division I Specifications Package for Local Agencies. 386

Section D: Record Drawings 388

1. Generally

The Contractor shall keep one record copy of all Specifications, Drawings, Addenda, Change 390 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 the 392 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 the 394 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 updated 398 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, and 400 structures constructed and all relocated or reset property corners, section corners, and ¼ section corners. 402

The As-Built Plans shall be available to the Project Manager upon request. Upon the 404 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 all 406 revised information in bold notation and otherwise comply with the provisions of Art. 6., Sec.

E. (“As-Built Plans Requirements”) of this Contract. 408

Article 3: Interpretation and Intent 410

Section A: Generally

The Project shall be constructed in accordance with the Contract Documents, specifically 412 including but not limited to DOC-3: Supplemental Conditions/Special Provisions as attached to Volume II and Technical Provisions/Specifications as attached to Volume III: Draft 414 Contract of the Bid Package, the Drawings, and the Specifications.

Volume III: Draft Contract Page: 6 of 75

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 418 one is as binding as if called for by all.

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 422 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 426 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 428 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 432 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 434 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 438 Interpretation (“RFI”) or as the Project Manager or Professional may otherwise determine necessary. 440

The County shall be provided with a reasonable amount of time, at least 10 business days, to 442 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. 444

If the Contractor believes a written clarification or interpretation justifies an increase in Contract 446 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. 448

If the Contractor is authorized by the County to proceed with the Work involved before full 450 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 452 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 456 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 458 governmental body and shall not be attributable in any manner to the County as a party to this Contract. 460

Volume III: Draft Contract Page: 7 of 75

Article 4: Contract Amount, Bonding, and Payment 462

Section A: Contract Amount

1. Generally 464

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 466 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. 468

All measurements for payment shall be based on the completed work performed in strict 470 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. 472

2. Unit Price Contract 474

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. 476 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 480 materials, including asphalt, due to fluctuations in market prices, changes in suppliers, or for any other reason. 482

3. Maximum Contract Amount 484

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 486 100% 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 materials 490 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 jobsite 492 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. 494

5. Basis of Payment 496

In the event of conflict, each reference to Basis of Payment in the Specifications is hereby superseded by the conditions contained in Volume III: Draft Contract: Technical 498 Provisions/Specifications and all other conditions related to Basis of Payment contained in Contract Documents, unless otherwise directed by the Project Manager. 500

Volume III: Draft Contract Page: 8 of 75

Section B: Bonding 502

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. 504

Additionally, if the Surety Company on any bond furnished by the Contractor is declared 506 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 508 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. 510

Section C: Payment 512

1. Pay Items

The cost of all equipment, materials, and labor for temporary or permanent facilities 514 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 the 516 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. No 518 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 to 520 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 Contractor 524 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 Contract 526 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 in 530 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 the 532 period covered by the Application for Payment, less the aggregate of previous payments made by the Owner. 534

When the completion of the Work ascertained as payable exceeds 50% of the total Contract 536 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 by 538 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 such 540 amounts as the County shall determine for all incomplete work and unsettled claims as provided in the Contract Documents. 542

Volume III: Draft Contract Page: 9 of 75

3. Schedule of Values 544

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 546 commencing Work on the Project. The Schedule of Values shall be in a form satisfactory to the County. 548

The Schedule of Values shall subdivide the Work into sufficient detail to serve as the basis 550 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 552 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 556 breach of this contract.

4. Progress Schedule

The Contractor’s Progress Schedule shall utilize the Critical Path Method (“CPM”). The 560 Contractor’s Progress Schedule shall be prepared using software approved by the County;

the software shall be specifically intended for the preparation of construction schedules 562 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 hard 564 printed copy with network diagrams and electronic disc files) prior to both receipt of the Notice to Proceed and commencing Work on the Project. 566

The Progress Schedule CPM shall clearly identify all controlling items of Work and activities 568 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 the 570 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, and 572 inspection of the Site.

5. Progress Payment Update Schedules CPM

If requested by the Project Manager, the Contractor shall submit an Update Schedule CPM 576 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 Update 578 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 actually 580 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 sequence 582 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 for 586 Payment shall be sufficient reason for rejection of the Progress Payment request.

Volume III: Draft Contract Page: 10 of 75

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 590 be rejected and must be resubmitted with the corrected Progress Payment Update Schedule CPM and Progress Payment Narrative Report. 592

6. Progress Payment Narrative Report 594

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 596 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 598 problems and their estimated impact on performance, milestone completion dates, the forecasted completion date, and the forecasted substantial completion date. In addition, 600 alternatives for possible schedule recovery to mitigate any potential delays shall be discussed. 602

If required by the Project Manager, the Contractor’s Progress Payment Narrative Report shall 604 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: 606

Contractor’s Narrative Report Outline: 608

A. Contractor’s dated transmittal letter.

B. Work completed during the report period. 610

C. Description of the current critical path.

D. Description of problem areas. 612

E. Current and anticipated delays:

(1) Cause of the delay 614

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

F. Impact of the delay on other activities, milestones, and completion dates. Changes in 616 construction sequences.

G. Pending items and status thereof: 618

(1) Permits.

(2) Change orders. 620

(3) Time extensions.

H. A list of all outstanding Contract Claims and a detailed description of each Contract Claim. 622

I. Contract completion date status:

(1) Ahead of schedule and number of days. 624

(2) Behind schedule and number of days.

Volume III: Draft Contract Page: 11 of 75

7. Schedule and Report Format

The Contractor shall submit the Progress Schedule CPM, Progress Payment Update 628 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 narrative 630 reports.

8. Project Manager Review

The Project Manager will review the Contractor’s Progress Schedule CPM, Progress 634 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-submitted 638 to the Project Manager.

9. Final Schedule Update

The Contractor within 15 days after Substantial Completion shall submit a final update of the 642 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 Schedule 644 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 648 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 through 652 218.80, 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 shall 656 submit payment requests or invoices to. This notice will be provided no later than 10 days after issuance of the Notice to Proceed. 658

Not more often than once a month, on a date established at the Project Pre Construction 660 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 the 662 Work completed as of the date of application and supported by such data as the Project Manager may reasonably require. 664

If payment is requested on the basis of materials and equipment not incorporated in the Work 666 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 to 668 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, and 670 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 672 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 674 "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 676 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 680 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 684 payments on account of the Contract Amount to the Contractor as provided in the Contract Documents as follows: 686

In the timeframes outlined in Section 218.735(2), F.S., 95% of the portion of the Contract 688 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 690 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 692 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%. 694

Upon Final Completion of the entire Work, a sum sufficient to increase the total payments to 696 100% 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. 698

The Contractor may, at the discretion of the County's Project Manager, be required to have 700 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 702 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 706 Documents, that all amounts have been paid by Contractor for work, supplies, materials, or equipment for which previous Certificates for Payment were 708 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 equipment 712 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 all 714 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 716 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 for 720 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, 722 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 set 724 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 the 728 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 Contractor 730 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 the 732 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 in 736 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 may 738 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's 742 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, to 744 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 Project 746 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. 748

However, by approving any such payment, the Project Manager will not thereby be deemed 750 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, 752 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 paid 754 or to be paid to them on account of the Contract Amount.

The Project Manager's approval of final payment shall constitute an additional…