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Item 03 Approval to Award Contract for Hackney Prairie Roadway Improvements
Meeting Date: November 18, 2025 Item #: 3 Contact Name: Milen Womack Department Director: Stephen Krug Contact Number: Ext. 6013 City Manager: Craig Shadrix Background Summary: City Staff has prepared plans for roadway improvements on Hackney Prairie Road between Cabbage Palm Drive/Rushden Drive and Hargate Court. The current roadway is a straight two-way road with a paved striped median that totals one -mile. The City maintains just over 1/2 a mile with the County responsible for the remaining section. The road has received numerous complaints regarding speeding and reckless driving from residents and commuters. This project would consist of converting the striped median area to a raised landscaped median, installing 6 brick speed calming devices, and resurfacing the remaining asphalt within the project limits. An invitation to bid on this project was issued to the contractors on our Continuing Contract for Small Construction Services on September 23rd and opened October 14th. Bids were received from all five qualified contractors ranging from $319,000.00 to $511,795.00. City Staff recommends awarding the construction contract to J Malever Construction Company for $319,000.00 as the most responsive and responsible bidder. Issue: Should the Honorable Mayor and City Commissioners award the contract for Hackney Prairie Roadway Improvements to J Malever Construction Company? Recommendations: Staff recommends the Honorable Mayor and City Commissioners award the contract for Hackney Prairie Roadway Improvements to J Malever Construction Company and Staff to execute the required contract documents. Staff also recommends the City Manager and Staff be authorized to approve change orders to this contract up to the limit of his purchasing authority for each change order, and up to the budgeted amount for this project for all change orders. Attachments: 1. Construction Contract 2. Hackney Prairie Road Improvements - Bid Documents Financial Impacts: The contracted amount is for $319,000.00 which is adequately funded in FY25/26 budget from job # P000348 GL 317-541-10-6302. Page 13 of 356 Type of Item: Consent Page 14 of 356 SECTION 00500 7fAIS AGREEMENT is dated as of the day of ;.' . in the year = by and between the City of Ocoee, a Florida municipal corporation, hereinafter called Owner, and J. Malever Construction Company, a Florida corporation, hereinafter called Contractor. Owner and Contractor, in consideration or the mutual covenants hereinafter set forth, agree as follows: Contractor shall complete all work as specified or`indicated in the Contract Documents. The work is generally described as follows: MY OF OCOE E JOB ORMR FOR 11ACKNE Y PRAIRIE ROAD IMPROVEMENTS &g"A,�nt rAwrJr c nw 11tv I r1#41 I U13 I K" #412 gig General Scope of Work In conformance with the plans and specifications for this project: furnisbing, delivering, and installing of all materials, equipment, incidentals, and services, including all labor and supervision for the work which is generally described as the following: The construction roadway improvements on Hackney Prairie Road between Cabba Palm Ddftshden Dr and Hargate Ct. The location is near the intersection of N Clar Rd and Hackney Prairie Rd. The current roadway is a two-way road w a str pe median. This project would consist of converting the striped median area 16 a raise landscaped median, installing 6 brick speed calming devices, and resurfacing I i ing asphalt witht the project limits, remain n•I The Contractor shall perforin the work complete, in place and ready for continum' service, and shall include repalM tie-ins, testing, permits, clean up, replacements, an restoration required as a result of damages caused during this construction. The Contractor shall furnish and install all incidental materials, equipment, and labor which is reasonably and properly inferable and necessary for the proper completion of the work, whether specifically indicated in the Contract Documents or not. The Contlutor shall comply with all City, Si* Federal, and other codes and regulations applicable to the above construction work. All work is to be conducted in accordance with the specifications within the Bidding Documents. Agreement for Job Order for Hackney Prairie Road Improvements Page 15 of 356 ARTICLE 2. ARCHITECT AND ENGINEER The Project has been designed by the City of Ocoee; the City's Engineer or his designee is to act as Ownees representative, assume all duties and responsibilities of the project . engineer, and have the rights and authority assigned to Engineer in the Contract Documents in connection with completion of the work. ARTICLE 3. CONTRACT TIME 11 The work shall be cotAlIlete within sixty (60) calendar days. The Entire Work shall be complete and ready for its intended use, including final dressing and cleanup, within one hundred twenty (120) calendar days, All time periods begin from the eflective date of the Notice to Proceed. atutei Jictiin 6218,735, within 30 calendar dais, or 45 dgs 0 to develop the single list of items services, the Owner and C64tractor shall w tk together and the estimated cost to complete each item on the list required to render corap ete satisfactory, and acceptable the construction services purchased by the Owner. See also General Conditions Section 71 OatW Section 5 of the Contract, PaytuerI Procedures. 32 Placing of permanent p6Vchiefft markings oil all final asphaltic concrete surfaces, if applicable, shall not be accomplished before thirty (30) calendar days have elapsed after placement of the final surfaces. The charging of Contract Time will be suspended during the thirty (30) calcndak�day period provided the work is considered to be Substantially Complete, as provided in paragraph 3.1 above. The charging of Contract Time will resume on the 31 st day. NO = B'd I E91 I I I k 1430 14 In addition to the liquidated damages, there shall be additional incidental damages paid by the Contractor to the Owner for failure to timely complete the work. These may include, but not be limited to, delay damage settlements or awards owed by Owner to others, inspection and engineering services, interest and bond expense, delay penalties, fines or penalties imposed by regulatory agencies, contract damages, and professional fees (including attorneys' fees) incurred by Owner in connection with Contractor's failure to timely complete the work. 3.5 In addition to liquidated damages and incidental damages arising from Contractor's failure to perform the work, Contractor may be required to repay Owner for the cost of corrective Agreement for Job Order for Hackney Prairie Road Improvements 2 Page 16 of 356 actions undertaken by Owner to resolve construction defects Such corrective actions include, but are not limited to, restoration of damaged areas, cicaring of water customer facilities to remove construction debris, repair and replacement of damaged reclaimed water customer equipment, and einergency repairs to the water or reclaimed distribution system during the one-year warranty period. 16 Suspension of Work and Termination as stated in Article 15 of the General Conditions. KKMM 5AI Progress payments shall be equal to ninety-five percent (95!O of the value of work completed to date and Ongoing Stored Material Allowance, to include materials and equipment not incorporated into the work but delivered and suitably stored and a m i d by documentation satisfactory to Owner, with the remaining five cco panic percent 5% of the work being retainage, 5.1.3 Retainage shall be five percent (5%) of work to date based on the progress payment, including all change orders. 51 Final Payment - Within 20 business days after the single list of items is created per Section Agreement for Job Order for Hackney Prairie Road Improvements 3 Page 17 of 356 ARTICLE 6, INTERE ST All monies not paid when due shall bear interest at the rate set in accordance with Chapter 218, part VII the Local Government Payment Act ARTICLE 7. CONTRACTOR'S REPRE SENTATIONS In order to induce Owner to enter into this Agreement, Contractor makes the following representations: 7.1 Contractor has examined and carefully studied the Contract Documents (including the Addenda and the General Conditions of the contract listed in paragraph 8) and the other related data identified in the Bidding Documents including "technical data." 7.2 Contractor has visited the site and become familiar with and is satisfied as to the general, local and site conditions that may affect cost, progress, performance and furnishings of tile work. 7.3 Contractor is familiar with and is satisfied as to all federal, state, and local laws and regulations that may affect cost, progress, performance, and furnishing of the work, 7.4 Contractor has carefully studied all reports of explorations and tests of subsurface conditions at or contiguous to the site and all drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the site (except Underground Facilities), 7.5 Contractor has obtained and carefully studied or assumes responsibility for having done so) all such additional supplementary examinations, investigations, explorations, tests, studies and data concerning conditions (surface, subsurface and Underground Facilities) at or contiguous to the site or otherwise which may affect costs, progress, performance or furnishing of the work or which relate to any aspect of the means, methods, techniques, sequences and procedures of construction to be employed by Contractor and safety precautions and programs incident thereto. Contractor does not consider that any additional examinations, investigations, explorations, tests, studies or data are necessary for the performance and furnishing of the work at the Contract Price, within the Contract Times and in accordance with the other terms and conditions of the Contract Documents. Agreement for Job Order for Hackney Prairie Road Improvenients 4 Page 18 of 356 7.6 Contractor is aware of the general nature of work to be • by Owner and others at the site that relates to the • as indicated in, the Contract Documents. 7.7 Contractor has correlated the information known to Contractor, information an observations obtained from visits to the site, reports and drawings identified in the Contra Documents and all additional examinations, investigations, explorations, tests, studies an data with the Contract Documents. 11 7.8 Contractor has given Engineer written notice of all conflicU, errors, ambiguities • discrepancies that Contractor has discovered in the Contract Documents and the written resolution thereof by Engineer is acceptable to Contractor, and the Contract Documents are generally sufficient to indicate and convey understanding • all terms and conditions for performance and furnishing of the work. 7,10 Suspension of Work and Termination as stated in Article IS of the General Conditions. The Contract Documents, which comprise the entire agreement between Owner an Contritd'm concerning the work, are attached to this Agreement, made a part hereof, and si to d following: I 8.1 This Scope of work Agreement. 8.2 Exhibits to this Scope of work Agreement if any). 8.3 Performance Bond, Payment Bond and Certificates of Insurance (Sections 00610, 00620 and 00630, respectively). 8.4 Notice of Award and Notice to Proceed. 8.5 Standard General Conditions of the Construction contract, Section 71 O; MM R FIRM111 City of Ocoee, FL fpip" 'A pl--v fnr U- ninravein nts.PDFSheets 1. Plan Sheets I — 3 Agreement for Job Order for Hackney Prairie Road Improvements 5 Page 19 of 356 8.9 Exhibit "A" Contractoes Bid for the Hackney Prairie Road Improvements Pro, ect. 8.10 Documentation submitted by Contractor prior to Notice of Award. SJ I Continuing Contract to Bid Small Construction Projects under $500,000 (Awarded pursuant to RISC #22-005). 8.12 Human Trafficking Affidavit, Company not an Entity of Foreign Country of Concern and Contractor E-Verify Affidavit. There are no other Contract Documents than those listed above in this Article 8. ARTICLE 9. MISCELLANEOUS • 9.5 Any provision or part of the Contract Documents held to be, void or unenforceabIe under any Law or Regulation shalt be deerned stricken, and all remaining provisions shalt continue to be valid and binding upon Owner and Contractor, who agree that the Contract Documents shalt be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that cornes as close as possible to expressing the intention of tile stricken provision. • Page 20 of 356 73 of the Florida Statutes. mpan es w Activiti IF ran in business operations in Cuba or Syria. The City of Ocoee (City) is a public agency subject to Chapter 119, Florida Statutes. The Contractor agrees to comply with Florida's Public Records Law. Specifically, the Contractor shall: 1. Keep and maintain public records required by the City to perform the service. Agreement for Job Order for Hackney Prairie Road Improvements 7 Page 21 of 356 2. Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in chapter 119, Florida Statutes, or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt frorn the public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the City, 4, Upon completion of the contract, Contractor agrees to transfer at no cost to the ;it all public records in possession of the Contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public record to the City upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City> 5. A Contractor who fails to provide the public records to City within a reasonable time may be subject to penalties under section 119 10, Florida Statutes. T W-NDMI -W) 7A,"MIX FLORIDA 34761. 1111111111111 Will Agreement for Job Order for Hackaey Prairie Road Improvements 8 Page 22 of 356 APursuant to section 448,095, Florida Statutes, Contractor shall register with and use the U.S. Department of Homeland Security's E-Verify system, hAgajLe--y-e-r-tbL&s-g-is-&0-x "em to verify the work authorization status of all Contractor employees hired on and after January 1, 202t, B, Subcontractors (i) Contractor shall also require all subcontractors performing work under this Agreement to use the E-Verify system for any employees they may hire during the term of this Agreement. (0) Contractor shall obtain from all such subcontractors an affidavit stating the subcontractor does not employ, contract with, or subcontract with an unauthorized alien, as defined in section 448.095, Florida Statutes. (iii) Contractor shall maintain a copy of all subcontractor affidavits for the duration of the Agreement. CContractor must provide evidence of compliance with section 448,095, Florida Statutes. Evidence shall consist of an affidavit from the Contractor stating all employees hired on and after January 1, 2021 have had their work authoriMion statris verified through the E- Verify system and a copy of their proof of registration in the E-Verify system. D. Failure to comply with this provision is a material breach of the Agreement, And sha' result in the immediate termination of the Agreement without penalty to the Cit t Contractor shall be liable for all costs incurred by the City to secure a replacemel, Agreement, including but not limited to, any increased costs for the same servicesi anN costs due to delay, and rebidding costs, if applicable4 Complete attached Affidavit. [11111111! 11, 1 ��illi�l III I IIIIIIIIIjI Agreement for Job Order for Hackney Prairie Road Improvemeots 9 Page 23 of 356 IN WITNESS WHEREOF, the parties hereto have signed this Agreement. All portions of the Contract Documents have been signed or identified by Owner and Contractor or by Engineer on his behalf. CONTRACTOR: J. MALEVER CONSTRUCTION COMPANY BY: WITNESSES: NAM Z7" NAME: TITLE: TITLE: er OWNER: CITY OF OCOEE, FLORIDA BY: - BY: Melanie Sibbitt, City Clerk (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA APPROVED AS TO FORM AND LEGALITY this _ day of 202 FISHBACK DOMINI CK BY: Richard S. Geller, Esq., City Attorney M- W-10 Oil under Agenda Itein END OF SECTION Agreement for Job Order for Hackney Prairie Road Improvements nm Page 24 of 356 The undersigned, on behalf of Contractor, hereby attests as follows: I . Contractor understands and affirms that Section 787.06(13), Florida Statutes, prohibits the City of Ocoee from executing, renewing, or extending a contract to entities that use coercion for labor or services. I Contractor hereby attests, tinder penalty of perjury, that Contrntcir does not use coercion for labor or services as defined in Section 787.06(2), Florida Statutes, 11 the undersigned, am an officer or representative of the non-governmetital entity named e ow, and hereby represent that L make the above attestation based upon personal knowledge-, at'n over the age of 18 years and otherwise competent to make the above attestation; and am authorized to legally bind, and make the above attestation on behalf of, the Contractor, Under penalties of perjury, I declare that I have read the forgoing document and that the facts stated in it are true. r STATE OF COUNTY OF The foregoing instrument was sworn to and subscribed before me by means of Aphysical Presence or 0 online notarization, this day, of V , 202 5 , by as ude of MCk f Ve r' who is —a AAi� I known to me or 0 produced as �ersona �y identification. 1-tTU11Q INOLUty 0tr,11MUIV L (Seat) Print Notary Name yj , .- My Commission Expires: CHRIVINA L LEE Notary Public State of Florida Comm# HH709844 Expires 9/6/2029 Agreement for Job Order for Hackney Prairie Road Improvements I I Page 25 of 356 ���Wua DISAWW"W I AMIM H I MGM- I'Mom- JW#?JYV,I*7,Y too -V0VX-,TYIMT "'FAT, , IMMMAN , Nicolas Maduro, or the syrian Arab Republic, including any agency of or any other entity of signif icarit control of such foreign country of concern. The undersigned, on behalf of the entity listed below hereby attests under penalty of perjury as follows: ' (hereinafter: 3. 1 am an officer or representative of J"Oty Mn&fil "Entity"), and I am authorized to provide this affidavit on its behalf. 4. Entity is not owned by the government of a foreign country of concern. 5. No government of a foreign country of concern has a controlling interest in Entity. 6. Entity is not organized under the laws of or has its principal place of business in a foreign country of concern. Authorized Signature: ---------- Printed Name: &04 Tw it Title: SLULR�tst&�fT����� STATE OF COUNTY OF The foregoing instrument was acknowledged by physical means / FJ by electronic means before me this 2-Q day of 060J',��� 20by who is personally known to me / 0 presented Ck as identification Agreement for Job Order for Hackney Prairie Road Improvements 12 Page 26 of 356 I I hereby certify that J t4ok%y 0WS+MCbq [contractor] does not employ, contract with, or subcontract with an unauthorized alien, and is otherwise in full compliance with Section 448.095, Florida Statutes. All employees hired on or after January 1, 2021 have had their work authorization status verified through the E-Verify system. A true and correct copy of &. [contractor] proof of registration (Xhff (�fflSbqL in the E-Verify system is attached to this Affidavit. STATE OF 0041 COUNTY OF UNW-11 rtlk� 5 947M ky� • I'l I all DORSH rRIJANSus to rVal it a a ttwx it M# [Notary Seat] Naffr� Fluliffic P- CHRISTINA L LEE Name typed, printed or stamped Notary Public State of Florida My Commission Expires: O� I(D 1202<1 Comm# HH709844 Expires 9/6/2029 Agreement for Job Order for Hackney Prairie Road Improvements 13 Page 27 of 356 W An official website of the United States government Hve,'6,howys-u.Reg& Home cases Reports Resources v Christina Lee My Ctimpimy Mxeiti nt New My Company Profile Company Information Company Name J Matever Construction Company Company 10 935433 Employer identification Number (EIN) 593551606 DUNS Number 090719332 NAICS Code 237 Subsector Heavy and Civil Engineering Construction IEdit Company Information I • Employer Category None of these categories appty EditEmployerCategory Company Addresses physical Address 301 Sampey Road Groveland, Fl. 34736 MallingAddress Same as Physical Address Modernize the employment eligibility verification process today! ILearn More I Friable r-Vorifyt Doing Business As (ODA) Name Enrollment Date Jan O5,2016 Unique Entity Identifier (UEI) Total Number of Employees 20 to 99 Sector Construction 230.4m We have Implemented a new policy and require more Information for existing and future hiring Sites. Number of Sites 1 IEdit Hiring Sites I Page 28 of 356 ,a C�R�0 ���,-r,./'''"_ CERTIFICATE OF [.LABILITY INSURANCE DATE 2/2812 D(YYYY) 2�2$r2a26 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S)r AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder Is an ADDITIONAL. INSURED, the pollcy(ies) must have ADDITIONAL INSURED provisions or be endorsed, If SUBROGATION I$ WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in Ileu of such endorsement(s). PRODUCER M.E. Wilson Company, LLC dba Waldorff Insurance & Sanding; dba Underwood Anderson insurance 300 West Platt Street Tampa: FL 33806 CONT: cT Cindy Jett, ARM, CRIS NAM PHONE 813-349-2231 FAX o ; 8t3-22tfi-2796 aEMDAI�ss cjet#(cT�mewilsomcom INSURER ($) AFFORDING COVERAGE HAtC # INSURER A: Ctlmis Insurance Society, Inc. 10847 INSURED INSURER B ; Brldgefield Casualty Ins. Co. 10336 J. Malever Construction, Inc, 301 Sampey Road Groveiand, FL 34736 INSURER C ; XL Specialty Insurance Co 37886 INSURER D ; Westfield Specialty Insurance Company 16992 INSURER E; James River Ins Co. 12203 INSURER F ; reivr-RAC,`EC CERTIFICATE NUMBER! 145664 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, 1LTR TYPE OF INSURANCE Man WVn SUER POLICY NUMBER POLICYEFF POLDECY EXP LIMITS X COMMERCIALGENERALLIASILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADAMAGE DE FX OCCUR TO REM PREMISES Eaoccure ce $ 1,000,000 MED EXP (An oneperson) $ 16,000 A 322681 03-12-2025 03-12-2026 PERSONAL &ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY [X] PRO- JECT LOC PRODUCTS-COMPIOPAGG S 2,000,000 $ OTHER: AUTOMOBILE LIABILITY CEa aBCcOMINED SINGLE LIMIT t $ 1,000,000ld BODILY INJURY (Per person) $ ANY AUTO A OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY 322579 03^12-2026 a3-12-2026 BODILY INJURY (Per accfdent) - -�� $ PROPERTYDAMAGE Per accident $ PIP Llmlt $ 10,000 X UMBRELLALIAB I XOCCUR EACH OCCURRENCE $ 2,000,000 A EXCESSLLIAR ElCLAIMS-MADE 322680 03-12-2025 03-12-2026 AGGREGATE $ 2,000,000 . ... X DED RETENTION 10,00a $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETORIPARTNERIEXECUTIVE Nl OFFICERIMEMBEREXCLUE (Mandatory InNN) NIA 19651964 12-01-2024 12-01-2025 STATUTE ERH EL, EACH ACCIDENT $ 1,OOQ,aQO E.L,DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE. POLICY LIMIT $ 1,aaaea00 II yS , describe under DESCRIPTION OF OPERATIONS below Per ItemfTotal 500,000 C Leased/Rented Equipment UMaQ178973MA25A 03-12-2026 03-12-2026 Deductible 2,500 DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule, maybe attached If more apace Is required) Where required by direct written contract or agreement with the Named Insured and subject to all policy terms, Conditions, limitations, and exclusions, City of Ocoee are additional Insureds with respect the general liability. nr_0TIKIt1ATF wru nr-P CANCELLATION City of Ocoee SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 8luford Avenue 1 North Bl ford A THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Ocoee, AUTHORIZED REPRESENTATIVE @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Page 29 of 356 AC4[:>J?I:> ADDITIONAL REMARKS SCHEDULE L Page 2 of 2 AGENCY M,E. Wilson Company, LLC NAMED INSURED J. Malever Construction, Inc. I I POLICY NUMBER CARRIER NAICCODE I EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: - FORM TITLE: INSURERS}AFFORDING COVERAGE NAIC # INSURER(S)AFFORDING COVERAGE NAIC # INSURER G INSURERS i INSURER H INSURER K INSURER INSURER L TYPE OF INSURANCE At POLICY EFF Excess $ Yes O Excess Liability 03-12-2025 Per Occurrence $ Yes Aggregate Limit $5,000,000 INOE PoucYExP Each Occurrence Limit $6,000,000 POLICY NUMBER 03-12-2026 $ XSL398263K01 TYPE OF INSURANCE At POLICY EFF Excess $ Yes E Excess Liability F 03-12-2026 A92regate Limit Each Occurrence Limit $3,000,000 $3,000,000 WOS POLICY EXP $ i001618080 POLICY NUMBER 1:1 03-12-2026 $ TYPE OF INSURANCE A[ POLICY EFF $ $ WOS POLtCYEXP $ POLICY NUMBER ----JE:ll i$ TYPE OF INSURANCE At POLICY EFF $ WOS POLICYEXP $ POLICY NUMBER TYPE OF INSURANCE At I POLICY EFF Lei $ WOS POLICYEXP $ POLICYNUMBER $ ACORD 101 (2008101) 0 2008 ACORD CORPORATION, All rights reserved. The ACORD name and logo are registered marks of ACORD Page 30 of 356 SECTION 00610 PERFORMANCE BOND # i # i # # # s # # # * # # # # w # # # # # or Principal that would, in the absence of # Bond,of law of the Surety froin its obligations hereunder. In the event that the Surety fails to fulfill its obligations under this Performance # Agreement for Job Order for Hackney Prairie Road Improvements 14 Page 31 of 356 W�Mffq REUNION"# MOMM• Any changes in or tinder the Contract or the Contract and compliance or noncompliance with any formalities connected with the Contract or the Contract or the changes therein shall not affect Surety's obligations under this bond, and Surety hereby waives notice of any such changes. Further, Principal and Surety acknowledge that the Penal Sum of this bond shall increase or decrease in accordance with approved changes or modifications to the Contract. The said Principal land the said surety agree 'that this bond shall inure to the benefit of all persons supplying labor and material in the prosecution of the wo& provided for in the said subcontract, as well as to the Obligee, and that such persons may maintain independent actions upon this bond in their own names. IN W"ESS WfWREOF, the Principal and Surety have executed this instrument under their several seats on the day of 2(a the name and corporate seat of each corporate party being hereto affixed and these presents fully signed by its undersigned representative, pursuant to the authority of its governing body. in the presence of. J. alever Construction Company, Inc. Principal By:— —(SEAL) (Official Title) Itlonide IUltal Insurance Company Surety B (SEAL) Benjamin H. French, Attorney -in -Fact & Fla, Resident Agent( fficial Title) NOTES: If Principal and Surety are corporations, the respective corporate seat should be affixed and attached. Surety shall execute and attach a certified copy of Power of Attorney Appointing Individual Attorney -In -Fact for execution of Performance Bond on behalf of Surety. Agreement for Job Order for Hackney Prairie Road Improvenients 15 Page 32 of 356 SECTION 00620 STATUTORY PAYMENT BOND Statutory Payment Bond Pursuant to Florida Statutes, 255.05, et seq. NYE 0 =_-Ull NOUN I OWN' firmly by these presents. WHEREAS, the Principal has entered into a Written Contritet with the Obligee dated 20 to perform, as Contractor, in accordance with the Contract and h Contract and C*rituct Documents are ere v ncoroorate erein this Bond in its own name. The provisions of Florida Statutes, Section 255.05, et seq. are hereby incorporated herein by reference and made a part of this paytherit bond including, but not limited to, the notice and time 11111itation provisions in subsection (2). Any action instituted by a claimant under this bond (2), Florida Statutes. IN WnNESS WHEREOF, the above bounden parties have executed this instfuinent under their several seats this ZQ�_� day of QM4W --, N� the name and corporate seat of each corporate party being hereto affixed and these presents duly signed by its undersigned representative, Pursuant to authority of its governing body. Agreement for Job Order for Hackney Prairie Road Improvenients 16 Page 33 of 356 Nat onvAde Mutual Insurance Company (Surety) B Agreement for Job Order far• Hackney rey Prairie Road Improvements Page 34 of 356 KNOW ALL MEN BY THESE PRESENTS THAT; Nationwide Mutual Insurance Company, an Ohio corporation hereinafter referred to severally as the 'Company* and collectively as 'the Compariles"does hereby make, constitute and appoint'. BENJAMIN H FRENCH; BRENDA W NEILL; HEATHER HUDGINS; J E S WEBB; L DALE WALDORFF; BE III F SHARP; TRAVA RIDLON; WILLIAM S NEILL; each In their Individual capacity, its true and lawful attorney -in -fact, With full power and authority to sign, seat, and execute on its behalf any and all bonds and undertakings, and other obligatory instruments of similar nature, in penalties not exceeding the sum of UNLIMITED 1111111 11111 Ill 11 1 1111 IN Execution of Instruments, Any vice president, any assistant secretary or any assistant treasurer shall have the power and authority to sign or attest all approved docurriFn-tsonstruments, contracts, or other papers in connection with the operation of the business of the company In addition to the chairman of the board. the chief executive officer, president; treasurer or secretary; provided, however, the signature of any of them may be printed, engraved, or stamped on any approved document, contract, instrument, or other papers of the Coril IN WITN(l WHEREOF, the Company has caused this instrument to be sealed and duly attested by the signature of its officer the Ist day of April, 2024. Antonio C, Albanese, Vice President of Nationwide Mutual Insurance Company ACKNOWLEDGMENT 46. 1.. ft4y STATE OF NEW YORK COUNTY OF KINGS: ss aA On this tat day of April, 2024, before me came the above -named officer for the Company aforesaid, to me personally known to be the officer described in and who executed the : :*0 preceding instrument, and he acknowledged the execution of the same, and being by me duly sworn, deposes and says, that he is the officer of the Company aforesaid, that the seat affixed hereto is the corporate seal of said Company, and the said corporate seal and his signature were duly affixed and subscribed to said Instrument by the authority and direction of said Company, Sharon "I Notary Pbjj., St.l. or ""W York rf.. 01LA.427697 riu.jifi.,j i. tong, C7 "ty Nowy Purvc M1.10. tmx troy J.". , 120261 My comrWssfon Ewfas CERTIFICATE Janmy3,2028 1, Lezhe F. Chirmenti, Assistant Secretary of the Company, do hereby certify that the foregoorrect copy of the original power of attorney issued by the Comparl that the resolution included therein is a true and correct transcript from the minutes of the meetings of the boards of directors and the same has not been, revoked or amended in any manner; that said Antonio 0. Albanese was on the date of the execution of the foregoing power of attorney the dfjIy,PIP'ct!4*fr1,-.Qr*f the ciritip-7my, gmt tX9 Pvtro*rvu v-e?.l *Ad his sIgNatyre astill w6i"uly affixto an I+ the saii instrurnoMilry the mrl *r said board of directors; and the foregoing power of attorney is still in full force and offeeL III I I! I I 1111,11II!,11pil !!I I! i'll I "IlMAssistant Secretary -24)00 Ill 1(04 Od4.0 A �MW use W- IRIP- O7 R Page 35 of 356 CITY OF OCOEE Jgb QLdLr Lot- Hackney Prairie Road Improvements. I, , certify that I a� the Secretary of the co oratic n a ed as I ris cipal in the foregoing Construction Performance and Payment Bonds, that , who signed the said Bonds on behalf of the Principal, was then .-of said corporation, that I know his/her signature, and his/ her signature thereto is genuine, and that said Bonds were duly signed, sealed, and attested for and in behalf of said corporation by authority of its gover ' g bo "ejr&6 (Corporate Seal)' t; Agreement for ,Tots Order for Hackney Prairie Road Improvements 1 Page 36 of 356 VV LDORFF INSURANCE & 130NOING October 30 '2025 Olena Stokych Purchasing Analyst City of Ocoee I N. Bluford Avenue Ocoee, FL 34761 f107) 905-3 100 ext, 1521 RE: Construction Performance and Paytmnt Bonds Authority to Date Bonds and Power of Attorney BondNO.- 7901272011 Project Natne: Hackney Prairie Road firiPmeme (Job Order) I Please be advised that as Obligee on tile above referenced bond executed in your behalf for the captioned project, you are bereby autborbted to date the bonds and the powers of attorney concurrent with the date of the contract. Best Regards, Nationwide Mutual insurance Com"ny (Surety Company's Name) Attorney -in -Fact Agreement for Job Order for Hackney Prairie Road Improvements 19 Page 37 of 356 EXHIBIT "A" SCOPE OF WORK/CONTRACTOR'S BID FOR THE HACKNEY PRAIRIE ROAD IMPROVEMENTS PROJECT Agreement for Job Order for Hackney Prairie Road Improvements 20 Page 38 of 356 Page 39 of 356 SECTION 710 STANDARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT City of Ocoee (Revised November, 2023) Notice: This section of the Project Manual is derived and adapted from the EJCDC C-710 Standard General Conditions of the Construction Contract, Funding Agency Edition, but has been substantially modified to conform to the needs of the City of Ocoee. The City does not represent or imply that this is an EJCDC document. Those portions included from EJCDC publications are copyrighted and subject to the terms and conditions of a license granted to the City of Ocoee for their use. Portions Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 1111Y [ICI Page 40 of 356 TABLE OF CONTENTS Page Article 1 - Definitions and Terminology............................................................................................................................................ 5 1.01 Defined Terms............................................................................................................................................................ 5 1.02 Terminology...............................................................................................................................................................8 Article2 - Preliminary Matters.......................................................................................................................................................... 9 2.01 Delivery of Bonds and Evidence of Insurance.......................................................................................................... 9 2.02 Copies of Documents...............................................................................................................................................10 2.03 Commencement of Contract Times; Notice to Proceed..........................................................................................10 2.04 Starting the Work.....................................................................................................................................................10 2.05 Before Starting Construction...................................................................................................................................10 2.06 Preconstruction Conference.....................................................................................................................................10 2.07 Initial Acceptance of Schedules...............................................................................................................................10 Article 3 - Contract Documents: Intent, Amending, Reuse............................................................................................................11 3.01 Intent.........................................................................................................................................................................11 3.02 Reference Standards.................................................................................................................................................11 3.03 Reporting and Resolving Discrepancies..................................................................................................................11. 3.04 Amending and Supplementing Contract Documents...............................................................................................12 3.05 Reuse of Documents................................................................................................................................................12 3.06 Electronic Data.........................................................................................................................................................12 Article 4 - Availability of Lands; Subsurface and Physical Conditions; Hazardous Environmental Conditions; Reference Points 13 4.01 Availability of Lands................................................................................................................................................13 4.02 Subsurface and Physical Conditions........................................................................................................................13 4.03 Differing Subsurface or Physical Conditions...........................................................................................................14 4.04 Underground Facilities.............................................................................................................................................15 4.05 Reference Points.......................................................................................................................................................16 4.06 Hazardous Environmental Condition at Site...........................................................................................................16 Article5 - Bonds and Insurance.......................................................................................................................................................18 5.01 Performance, Payment, and Other Bonds................................................................................................................18 5.02 Licensed Sureties and Insurers.................................................................................................................................18 5.03 Certificates of Insurance...........................................................................................................................................18 5.04 Contractor's Liability Insurance..............................................................................................................................18 5.05 Owner's Liability Insurance.....................................................................................................................................21 5.06 Property Insurance................................................................................................................................................... 21. 5.07 Waiver of Rights...................................................................................................................................................... 22 5.08 Receipt and Application of Insurance Proceeds...................................................................................................... 22 5.09 Acceptance of Bonds and Insurance; Option to Replace........................................................................................ 23 5.10 Partial Utilization, Acknowledgment of Property Insurer....................................................................................... 23 Article 6 - Contractor's Responsibilities.......................................................................................................................................... 23 6.01 Supervision and Superintendence............................................................................................................................ 23 6.02 Labor; Working Hours.............................................................................................................................................23 6.03 Services, Materials, and Equipment.........................................................................................................................25 6.04 Progress Schedule.................................................................................................................................................... 25 6.05 Substitutes and "Or-Equals"....................................................................................................................................25 6.06 Concerning Subcontractors, Suppliers, and Others................................................................................................. 27 6.07 Patent Fees and Royalties......................................................................................................................................... 29 6.08 Permits......................................................................................................................................................................29 6.09 Laws and Regulations.............................................................................................................................................. 29 6.10 Taxes........................................................................................................................................................................ 29 1111 [III► Page 41 of 356 6.11 Use of Site and Other Areas.....................................................................................................................................29 6.12 Record Documents...................................................................................................................................................30 6.13 Safety and Protection............................................................................................................................................... 30 6.14 Safety Representative............................................................................................................................................... 31 6.15 Hazard Communication Programs........................................................................................................................... 31 6.16 Emergencies............................................................................................................................................................. 31 6.17 Shop Drawings and Samples.................................................................................................................................... 32 6.18 Continuing the Work................................................................................................................................................ 33 6.19 Contractor's General Warranty and Guarantee....................................................................................................... 33 6.20 Indemnification........................................................................................................................................................ 34 6.21 Delegation of Professional Design Services............................................................................................................ 34 Article7 - Other Work at the Site.................................................................................................................................................... 35 7.01 Related Work at Site................................................................................................................................................ 35 7.02 Coordination.............................................................................................................................................................35 7.03 Legal Relationships..................................................................................................................................................36 Article8 - Owner's Responsibilities................................................................................................................................................ 36 8.01 Connnunications to Contractor................................................................................................................................36 8.02 Replacement of Engineer......................................................................................................................................... 36 8.03 Furnish Data.............................................................................................................................................................36 8.04 Pay When Due.......................................................................................................................................................... 36 8.05 Lands and Easements; Reports and Tests................................................................................................................36 8.06 Insurance.................................................................................................................................................................. 36 8.07 Change Orders..........................................................................................................................................................36 8.08 Inspections, Tests, and Approvals........................................................................................................................... 36 8.09 Limitations on Owner's Responsibilities................................................................................................................. 37 8.10 Undisclosed Hazardous Environmental Condition.................................................................................................. 37 Article 9 - Engineer's Status During Construction.......................................................................................................................... 37 9.01 Owner's Representative........................................................................................................................................... 37 9.02 Visits to Site............................................................................................................................................................. 37 9.03 Project Representative.............................................................................................................................................. 37 9.04 Authorized Variations in Work................................................................................................................................40 9.05 Rejecting Defective Work........................................................................................................................................41 9.06 Shop Drawings, Change Orders and Payments....................................................................................................... 41. 9.07 Determinations for Unit Price Work........................................................................................................................ 41 9.08 Decisions on Requirements of Contract Documents and Acceptability of Work ................................................... 41. 9.09 Limitations on Engineer's Authority and Responsibilities...................................................................................... 41 Article 10 - Changes in the Work; Claims....................................................................................................................................... 42 10.01 Authorized Changes in the Work.............................................................................................................................42 10.02 Unauthorized Changes in the Work.........................................................................................................................42 10.03 Execution of Change Orders.................................................................................................................................... 42 10.04 Notification to Surety...............................................................................................................................................43 10.05 Claims.......................................................................................................................................................................43 Article 11 - Cost of the Work; Allowances; Unit Price Work......................................................................................................... 43 11.01 Cost of the Work...................................................................................................................................................... 43 1.1.02 Allowances............................................................................................................................................................... 45 11.03 Unit Price Work....................................................................................................................................................... 46 Article 12 - Change of Contract Price; Change of Contract Times................................................................................................. 46 12.01 Change of Contract Price......................................................................................................................................... 46 12.02 Change of Contract Times....................................................................................................................................... 48 Page 42 of 356 12.03 Delays.......................................................................................................................................................................48 Article 13 - Tests and Inspections; Correction, Removal or Acceptance of Defective Work ........................................................ 49 13.01 Notice of Defects...................................................................................................................................................... 49 1.3.02 Access to Work........................................................................................................................................................49 13.03 Tests and Inspections............................................................................................................................................... 49 1.3.04 Uncovering Work.....................................................................................................................................................50 13.05 Owner May Stop the Work...................................................................................................................................... 50 1.3.06 Correction or Removal of Defective Work............................................................................................................. 50 13.07 Correction Period..................................................................................................................................................... 50 1.3.08 Acceptance of Defective Work................................................................................................................................ 51. 13.09 Owner May Correct Defective Work....................................................................................................................... 51. Article 14 - Payments to Contractor and Completion...................................................................................................................... 52 14.01 Schedule of Values................................................................................................................................................... 52 14.02 Progress Payments................................................................................................................................................... 52 14.03 Contractor's Warranty of Title................................................................................................................................. 55 14.04 Substantial Completion............................................................................................................................................55 14.05 Partial Utilization..................................................................................................................................................... 55 14.06 Final Inspection........................................................................................................................................................56 14.07 Final Payment........................................................................................................................................................... 56 14.08 Final Completion Delayed....................................................................................................................................... 57 14.09 Waiver of Claims..................................................................................................................................................... 57 Article 15 - Suspension of Work and Termination.......................................................................................................................... 58 1.5.01 Owner May Suspend Work...................................................................................................................................... 58 15.02 Owner May Terminate for Cause............................................................................................................................. 58 1.5.03 Owner May Terminate For Convenience................................................................................................................ 59 15.04 Contractor May Stop Work or Terminate................................................................................................................ 59 Article16 - Dispute Resolution........................................................................................................................................................ 59 16.01 Methods and Procedures.......................................................................................................................................... 61 Article17 - Miscellaneous............................................................................................................................................................... 60 17.01 Giving Notice........................................................................................................................................................... 60 17.02 Computation of Times.............................................................................................................................................. 60 1.7.03 Cumulative Remedies.............................................................................................................................................. 60 17.04 Survival of Obligations............................................................................................................................................ 61. 17.05 Controlling Law....................................................................................................................................................... 62 17.06 Headings...................................................................................................................................................................61. Article18 - Federal Requirements................................................................................................................................................... 62 18.01 Agency Not a Party.................................................................................................................................................. 62 18.02 Contract Approval.................................................................................................................................................... 62 18.03 Conflict of Interest................................................................................................................................................... 62 18.04 Gratuities.................................................................................................................................................................. 62 18.05 Audit and Access to Records................................................................................................................................... 62 18.06 Small, Minority and Women's Businesses.............................................................................................................. 63 18.07 Anti-Kickback.......................................................................................................................................................... 63 18.08 Clean Air and Pollution Control Acts...................................................................................................................... 63 18.09 State Energy Policy..................................................................................................................................................63 18.10 Equal Opportunity Requirements............................................................................................................................. 63 18.11 Restrictions on Lobbying......................................................................................................................................... 64 18.12 Environmental Requirements................................................................................................................................... 64 1111 11m, Page 43 of 356 ARTICLE 1— DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Wherever used in the Bidding Requirements or Contract Documents and printed with initial capital letters, the terms listed below will have the meanings indicated which are applicable to both the singular and plural thereof. In addition to terms specifically defined, terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda — Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Requirements or the proposed Contract Documents. 2. Agency — The Federal or state governmental agency named as such in the Agreement, which in this instance is the City of Ocoee. . 3. Agreement — The written instrument which is evidence of the agreement between Owner and Contractor covering the Work. 4. Application for Payment — The form acceptable to Engineer which is to be used by Contractor during the course of the Work in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Contract Documents. 5. Asbestos — Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. 6. Bid — The offer or proposal of a Bidder submitted on the prescribed form setting forth the prices for the Work to be performed. 7. Bidder — The individual or entity who submits a Bid directly to Owner in accordance with the Bidding Documents. 8. Bidding Documents — The Bidding Requirements and the proposed Contract Documents (including all Addenda). This may include the Invitation To Bid and the Instructions to Bidders 9. Bidding Requirements — The Advertisement or Invitation to Bid, Instructions to Bidders, bid security of acceptable fonn, if any, and the Bid Form with any supplements. 10. Change Order — A document recommended by Engineer which is signed by Contractor and Owner and Agency and authorizes an addition, deletion, or revision in the Work or an adjustment in the Contract Price or the Contract Times, issued on or after the Effective Date of the Agreement. 11. Claim — A demand or assertion by Owner or Contractor seeking an adjustment of Contract Price or Contract Times, or both, or other relief with respect to the terns of the Contract. A demand for money or services by a third parry is not a Claim. 12. Contract — The entire and integrated written agreement between the Owner and Contractor concerning the Work. The Contract supersedes prior negotiations, representations, or agreements, whether written or oral. 00710 - 5 Page 44 of 356 13. Contract Documents — Those items so designated in the Agreement. Only printed or hard copies of the items listed in the Agreement are Contract Documents. Approved Shop Drawings, other Contractor's submittals, and the reports and drawings of subsurface and physical conditions are not Contract Documents. 14. Contract Price — The moneys payable by Owner to Contractor for completion of the Work in accordance with the Contract Documents as stated in the Agreement (subject to the provisions of Paragraph 11.03 in the case of Unit Price Work). 15. Contract Times — The number of days or the dates stated in the Agreement to: (i) achieve Milestones, if any, (ii) achieve Substantial Completion; and (iii) complete the Work so that it is ready for final payment as evidenced by Engineer's written recommendation of final payment. 16. Contractor— The individual or entity with whom Owner has entered into the Agreement. 17. Cost of the Work— See Paragraph 11.0LA for definition. 18. Drawings — That part of the Contract Documents prepared or approved by Engineer which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Shop Drawings and other Contractor submittals are not Drawings as so defined. 19. Effective Date of the Agreement — The date indicated in the Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. 20. Engineer — The individual or entity named as such in the Agreement. 21. Field Order — A written order issued by Engineer which requires minor changes in the Work but which does not involve a change in the Contract Price or the Contract Times. 22. General Requirements — Sections of Division 1 of the Specifications. The General Requirements pertain to all sections of the Specifications. 23. Hazardous Environmental Condition — The presence at the Site of Asbestos, PCBs, Petroleum, Hazardous Waste, or Radioactive Material in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto in connection with the Work. 24. Hazardous Waste — The term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste Disposal Act (42 USC Section 6903) as amended from time to time. 25. Laws and Regulations; Laws or Regulations — Any and all applicable laws, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 26. Liens — Charges, security interests, or encumbrances upon. Project funds, real property, or personal property. 27. Milestone — A principal event specified in the Contract Documents relating to an intermediate completion date or time prior to Substantial Completion of all the Work. 28. Notice of Award — The written notice by Owner to the Successful Bidder stating that upon timely compliance by the Successful Bidder with the conditions precedent listed therein, Owner will sign and deliver the Agreement. 29. Notice to Proceed — A written notice given by Owner to Contractor fixing the date on which the Contract Times will cominence to run and on which Contractor shall start to perform the Work under the Contract Documents. 00710 - 6 Page 45 of 356 30. Owner — The individual or entity with whom Contractor has entered into the Agreement and for whom the Work is to be performed. For purposes of this Agreement, the Owner is the City of Ocoee, referred to either as the City or the Owner. 31. PCBs — Polychlorinated biphenyls. 32. Petroleum — Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non -Hazardous Waste and crude oils. 33. Progress Schedule — A schedule, prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. 34. Project — The total construction of which the Work to be performed under the Contract Documents may be the whole, or a part. 35. Project Manual — The bound documentary information prepared for bidding and constructing the Work. A listing of the contents of the Project Manual, which may be bound in one or more volumes, is contained in the table(s) of contents. 36. Radioactive Material — Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time. 37. Related Entity — An officer, director, partner, employee, agent, consultant, or subcontractor. 38. Resident Project Representative — The authorized representative of Engineer who may be assigned to the Site or any part thereof. 39. Samples — Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged. 40. Schedule of Submittals — A schedule, prepared and maintained by Contractor, of required submittals and the tone requirements to support scheduled performance of related construction activities. 41. Schedule of Values — A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for reviewing Contractor's Applications for Payment. 42. Shop Drawings — All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. 43. Site — Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed, including rights -of -way and easements for access thereto, and such other lands furnished by Owner which are designated for the use of Contractor. 44. Specifications — That part of the Contract Documents consisting of written requirements for materials, equipment, systems, standards and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable thereto. The Specifications are included in the Project Manual for the project. 45. Subcontractor — An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work at the Site. 00710 - 7 Page 46 of 356 46. Substantial Completion — The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of Engineer, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Contract Documents, so that the Work (or a specified part thereof) can be utilized for the purposes for which it is intended. The terms "substantially complete" and "substantially completed" as applied to all or part of the Work refer to Substantial Completion thereof. Final Completion shall be achieved only be acceptance of all of the Work by the Owner, as evidenced by its signature on the Final Certificate of Completion, which, in any event, shall only occur after the Owner has observed and approved such demonstration testing of the Project or has otherwise assured itself that all of the provisions and requirements of the Contract Documents have been fully satisfied. 47. Successful Bidder — The Bidder submitting a responsive Bid to whom Owner makes an award. 48. Supplementary Conditions — That part of the Contract Documents which amends or supplements these General Conditions. 49. Supplier — A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or any Subcontractor. 50. Underground Facilities — All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities, including those that convey electricity, gases, steam, liquid petroleum products, telephone or other communications, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 51. Unit Pace Work— Work to be paid for on the basis of unit prices. 52. Work — The entire construction or the various separately identifiable parts thereof required to be provided under the Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction, and furnishing, installing, and incorporating all materials and equipment into such construction, all as required by the Contract Documents. 53. Work Change Directive — A written statement to Contractor issued on or after the Effective Date of the Agreement and signed by Owner and Agency upon recommendation of the Engineer ordering an addition, deletion, or revision in the Work, or responding to differing or unforeseen subsurface or physical conditions under which the Work is to be performed or to emergencies. A Work Change Directive will not change the Contract Price or the Contract Times but is evidence that the parties expect that the change ordered or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Times. 1.02 Terminology A. The following words or terms are not defined but, when used in the Bidding Requirements or Contract Documents, have the following meaning. B. Intent of Certain Terms or Adjectives The Contract Documents include the terms "as allowed," "as approved," "as ordered", "as directed" or terms of like effect or import to authorize an exercise of professional judgment by Engineer. In addition, the adjectives "reasonable," "suitable," "acceptable," "proper," "satisfactory," or adjectives of like effect or import are used to describe an action or determination of Engineer as to the Work. It is intended that such exercise of professional judgment, action or determination will be solely to evaluate, in general, the Work for compliance with the requirements of and information in the Contract Documents and conformance with the design concept of the completed Project as a functioning whole as shown or indicated in the Contract Documents (unless there is a specific statement indicating otherwise). The use of any such term or adjective is not intended to and shall not be effective to assign to Engineer any duty or authority to supervise or direct the performance of the Work 1011E O Page 47 of 356 or any duty or authority to undertake responsibility contrary to the provisions of Paragraph 9.09 or any other provision of the Contract Documents. C. Day 1. The word "day" means a calendar day of 24 hours measured from midnight to the next midnight. D. Defective 1. The word "defective," when modifying the word "Work," refers to Work that is unsatisfactory, faulty, or deficient in that it: a. does not conform to the Contract Documents, or b. does not meet the requirements of any applicable inspection, reference standard, test, or approval referred to in the Contract Documents, or c. has been damaged prior to Engineer's recommendation of final payment (unless responsibility for the protection thereof has been assumed by Owner at Substantial Completion in accordance with Paragraph 14.04 or 14.05). E. Furnish, Install, Perform, Provide 1. The word "furnish," when used in connection with services, materials, or equipment, shall mean to supply and deliver said services, materials, or equipment to the Site (or some other specified location) ready for use or installation and in usable or operable condition. 2. The word "install," when used in connection with services, materials, or equipment, shall mean to put into use or place in final position said services, materials, or equipment complete and ready for intended use. 3. The words "perform" or "provide," when used in connection with services, materials, or equipment, shall mean to furnish and install said services, materials, or equipment complete and ready for intended use. 4. When "furnish," "install," "perform," or "provide" is not used in connection with services, materials, or equipment in a context clearly requiring an obligation of Contractor, "provide" is implied. F. Unless stated otherwise in the Contract Documents, words or phrases which have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with such recognized meaning. ARTICLE 2 — PRELIMINARY MATTERS 2.01 Delivery of Bonds and Evidence of Insurance A. When Contractor delivers the executed counterparts of the Agreement to Owner, Contractor shall also deliver to Owner such bonds as Contractor may be required to furnish in accordance with applicable Florida Law.. B. Evidence of Insurance: Before any Work at the Site is started, Contractor and Owner shall each deliver to the other, with copies to each additional insured identified in the Supplementary Conditions, certificates of insurance (and other evidence of insurance which either of them or any additional insured may reasonably request) which Contractor and Owner respectively are required to purchase and maintain in accordance with Article 5. 00710 - 9 Page 48 of 356 2.02 Copies of Documents A. After the Contract has been executed, the Contractor will be furnished one (1) complete set of reproducible plans in electronic format, three (3) signed and sealed full-size prints, and one (1) 11"x17" print of the Drawings, one (1) complete set of the Project Manual (Contract Requirements and Specifications), and one (1) complete set of all addenda. The Contractor shall furnish each of the subcontractors, manufacturers, and material men such copies of the Contract Documents as may be required for their work. All copies of the Contract Documents shall be printed from the reproducible sets furnished to the Contractor. All costs of reproduction and printing shall be borne by the Contractor. The Contractor shall submit a complete set of reproducible Mylar © sepias back to the Engineer as Project Record Drawings, as addressed in Section 1.07.E of the Contract General Requirements.. 2.03 Commencement of Contract Times; Notice to Proceed A. A Notice to Proceed may be given to Contractor at any time within thirty (30) days after the Effective Date of the Agreement. The Contract Time will commence to run on the date specified in the Notice to Proceed. 2.04 Starting the Work A. Contractor shall start to perform the Work on the date when the Contract Times commence to run. No Work shall be done at the Site prior to the date on which the Contract Times commence to run. 2.05 Before Starting Construction A. Preliminary Schedules: Within 21 days after the Contract Award, but in any event no later than the Preconstruction Conference, Contractor shall submit to Engineer for timely review: 1. a preliminary Progress Schedule; 2. a preliminary Schedule of Submittals; and a preliminary Schedule of Values for all of the Work which includes quantities and prices of items which when added together equal the Contract Price and subdivides the Work into component parts in sufficient detail to serve as the basis for progress payments during performance of the Work. Such prices will include an appropriate amount of overhead and profit applicable to each item of Work. 2.06 Preconstruction Conference A. Before any Work at the Site is started, a conference attended by Owner, Contractor, Engineer, Agency, and others as appropriate will be held to establish a working understanding among the parties as to the Work and to discuss the schedules referred to in Paragraph 2.05.A, procedures for handling Shop Drawings and other submittals, processing Applications for Payment, and maintaining required records. 2.07 Initial Acceptance of Schedules A. At least 10 days before submission of the first Application for Payment a conference attended by Contractor, Engineer, and others as appropriate will be held to review for acceptability to Engineer as provided below the schedules submitted in accordance with Paragraph 2.05.A. Contractor shall have an additional 10 days to make corrections and adjustments and to complete and resubmit the schedules. No progress payment shall be made to Contractor until acceptable schedules are submitted to Engineer. BOY OMRI] Page 49 of 356 1. The Progress Schedule will be acceptable to Engineer if it provides an orderly progression of the Work to completion within the Contract Times. Such acceptance will not impose on Engineer responsibility for the Progress Schedule, for sequencing, scheduling, or progress of the Work nor interfere with or relieve Contractor from Contractor's full responsibility therefor. 2. Contractor's Schedule of Submittals will be acceptable to Engineer if it provides a workable arrangement for reviewing and processing the required submittals. 3. Contractor's Schedule of Values will be acceptable to Engineer as to form and substance if it provides a reasonable allocation of the Contract Price to component parts of the Work. ARTICLE 3 — CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE 3.01 Intent A. The Contract Documents are complementary; what is required by one is as binding as if required by all. B. It is the intent of the Contract Documents to describe a functionally complete Project (or part thereof) to be constructed in accordance with the Contract Documents. Any labor, documentation, services, materials, or equipment that may reasonably be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the intended result will be provided whether or not specifically called for at no additional cost to Owner. C. Clarifications and interpretations of the Contract Documents shall be issued by Engineer as provided in Article 9. 3.02 Reference Standards A. Standards, Specifications, Codes, Laws, and Regulations 1. Reference to standards, specifications, manuals, or codes of any technical society, organization, or association, or to Laws or Regulations, whether such reference be specific or by implication, shall mean the standard, specification, manual, code, or Laws or Regulations in effect at the time of opening of Bids (or on the Effective Date of the Agreement if there were no Bids), except as may be otherwise specifically stated in the Contract Documents. 2. No provision of any such standard, specification, manual or code, or any instruction of a Supplier shall be effective to change the duties or responsibilities of Owner, Contractor, or Engineer, or any of their subcontractors, consultants, agents, or employees from those set forth in the Contract Documents. No such provision or instruction shall be effective to assign to Owner, or Engineer, or any of their Related Entities, any duty or authority to supervise or direct the performance of the Work or any duty or authority to undertake responsibility inconsistent with the provisions of the Contract Documents. 3.03 Reporting and Resolving Discrepancies A. Reporting Discrepancies 1. Contractor's Review of Contract Documents Before Starting Work. Before undertaking each part of the Work, Contractor shall carefully study and compare the Contract Documents and check and verify pertinent figures therein and all applicable field measurements. Contractor shall promptly report in writing to Engineer any conflict, error, ambiguity, or discrepancy which Contractor may discover and shall obtain a written interpretation or clarification from Engineer before proceeding with any Work affected thereby. 2. Contractor's Review of Contract Documents During Performance of Work. If, during the performance of the Work, Contractor discovers any conflict, error, ambiguity, or discrepancy within the Contract Documents or between the Contract Documents and any provision of any Law or Regulation applicable to the performance of 00710 -11 Page 50 of 356 the Work or of any standard, specification, manual or code, or of any instruction of any Supplier, Contractor shall promptly report it to Engineer in writing. Contractor shall not proceed with the Work affected thereby (except in an emergency as required by Paragraph 6.16.A) until an amendment or supplement to the Contract Documents has been issued by one of the methods indicated in Paragraph 3.04. 3. Contractor shall not be liable to Owner or Engineer for failure to report any conflict, error, ambiguity, or discrepancy in the Contract Documents unless Contractor knew or reasonably should have known thereof. B. Resolving Discrepancies Except as may be otherwise specifically stated in the Contract Documents, the provisions of the Contract Documents shall take precedence in resolving any conflict, error, ambiguity, or discrepancy between the provisions of the Contract Documents and: a. the provisions of any standard, specification, manual, code, or instruction (whether or not specifically incorporated by reference in the Contract Documents); or b. the provisions of any Laws or Regulations applicable to the performance of the Work (unless such an interpretation of the provisions of the Contract Documents would result in violation of such Law or Regulation). 3.04 Amending and Supplementing Contract Documents A. The Contract Documents may be amended to provide for additions, deletions, and revisions in the Work or to modify the terms and conditions thereof by either a Change Order or a Work Change Directive. B. The requirements of the Contract Documents may be supplemented, and minor variations and deviations in the Work may be authorized, by one or more of the following ways: 1. A Field Order; 2. Engineer's approval of a Shop Drawing or Sample; (Subject to the provisions of Paragraph 6.17.D.3) or 3. Engineer's written interpretation or clarification. 3.05 Reuse of Documents A. Contractor and any Subcontractor or Supplier shall not: 1. have or acquire any title to or ownership rights in any of the Drawings, Specifications, or other documents (or copies of any thereof) prepared by or bearing the seal of Engineer or Engineer's consultants, including electronic media editions; or 2. reuse any of such Drawings, Specifications, other documents, or copies thereof on extensions of the Project or any other project without written consent of Owner and Engineer and specific written verification or adaption by Engineer. B. The prohibition of this Paragraph 3.05 will survive final payment, or termination of the Contract. Nothing herein shall preclude Contractor from retaining copies of the Contract Documents for record purposes. 3.06 Electronic Data A. Copies of data furnished by Owner or Engineer to Contractor or Contractor to Owner or Engineer that may be relied upon are limited to the printed copies (also known as hard copies). Files in electronic media forinat of text, data, graphics, or other types are furnished only for the convenience of the receiving parry. Any conclusion or 00710 -12 Page 51 of 356 information obtained or derived from such electronic files will be at the user's sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. B. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving parry shall be deemed to have accepted the data thus transferred. Any errors detected within the 60-day acceptance period will be corrected by the transferring party. C. When transferring documents in electronic media format, the transferring party makes no representations as to long term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the data's creator. ARTICLE 4 — AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS; REFERENCE POINTS 4.01 Availability of Lands A. Owner shall furnish the Site. Owner shall notify Contractor of any encumbrances or restrictions not of general application but specifically related to use of the Site with which Contractor must comply in performing the Work. Owner will obtain in a timely manner and pay for easements for permanent structures or permanent changes in existing facilities. If Contractor and Owner are unable to agree on entitlement to or on the amount or extent, if any, of any adjustment in the Contract Price or Contract Times, or both, as a result of any delay in Owner's furnishing the Site or a part thereof, Contractor may make a Claim therefor as provided in Paragraph 10.05. B. Upon reasonable written request, Owner shall furnish Contractor with a current statement of record legal title and legal description of the lands upon which the Work is to be performed and Owner's interest therein as necessary for giving notice of or filing a mechanic's or construction lien against such lands in accordance with applicable Laws and Regulations. C. Contractor shall provide for all additional lands and access thereto that may be required for temporary construction facilities or storage of materials and equipment. D. If all lands and rights -of -way are not obtained as herein contemplated before construction begins, CONTRACTOR shall begin the Work upon such land and rights -of -way as OWNER has previously acquired and no claim for damages whatsoever will be allowed by reason of the delay in obtaining the remaining lands and rights -of -way. Should OWNER be prevented or enjoined from proceeding with the Work, or from authorizing its prosecution, either before or after the commencement, by reason of any litigation, or by reason of its inability to procure any lands or rights -of -way for the Work, CONTRACTOR shall not be entitled to make or assert a claim for Additional Compensation by reason of said delay, or to withdraw from the Agreement except by consent of OWNER. Time for completion of the Work will be extended as provided in Article 12, to such time as OWNER detennines will compensate for the time lost by such delay." An extension of Contract time will be Contractor's sole and exclusive remedy of delay. 4.02 Subsurface and Physical Conditions A. Reports and Drawings: The Contract Documents may identify: 1. those reports of explorations and tests of subsurface conditions at or contiguous to the Site that Engineer has used in preparing the Contract Documents; and 2. those drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the Site (except Underground Facilities) that Engineer has used in preparing the Contract Documents. B. Limited Reliance by Contractor on Technical Data Authorized: Contractor may rely upon the general accuracy of the "technical data" contained in such reports and drawings, but such reports and drawings are not Contract 00710 -13 Page 52 of 356 Documents. Such "technical data" is identified in the Supplementary Conditions. Except for such reliance on such "technical data," Contractor may not rely upon or make any claim against Owner or Engineer, or any of their Related Entities with respect to: 1. the completeness of such reports and drawings for Contractor's purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, and safety precautions and programs incident thereto; or 2. other data, interpretations, opinions, and information contained in such reports or shown or indicated in such drawings; or any Contractor interpretation of or conclusion drawn from any "technical data" or any such other data, interpretations, opinions, or information. 4.03 Deering Subsurface or Physical Conditions A. Notice: If Contractor believes that any subsurface or physical condition at or contiguous to the Site that is uncovered or revealed either: 1. is of such a nature as to establish that any "technical data" on which Contractor is entitled to rely as provided in Paragraph 4.02 is materially inaccurate; or 2. is of such a nature as to require a change in the Contract Documents; or 3. differs materially from that shown or indicated in the Contract Documents; or 4. is of an unusual nature, and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents; then Contractor shall, promptly after becoming aware thereof and before further disturbing the subsurface or physical conditions or performing any Work in connection therewith (except in an emergency as required by Paragraph 6.16.A), notify Owner and Engineer in writing about such condition. Contractor shall not further disturb such condition or perform any Work in connection therewith (except as aforesaid) until receipt of written order to do so. B. Engineer's Review: After receipt of written notice as required by Paragraph 4.03.A, Engineer will promptly review the pertinent condition, determine the necessity of Owner's obtaining additional exploration or tests with respect thereto, and advise Owner in writing (with a copy to Contractor) of Engineer's findings and conclusions. C. Possible Price and Times Adjustments 1. The Contract Price or the Contract Times, or both, will be equitably adjusted to the extent that the existence of such differing subsurface or physical condition causes an increase or decrease in Contractor's cost of, or time required for, performance of the Work; subject, however, to the following: a. such condition must meet any one or more of the categories described in Paragraph 4.03.A; and b. with respect to Work that is paid for on a Unit Price Basis, any adjustment in Contract Price will be subject to the provisions of Paragraphs 9.07 and 11.03. 2. Contractor shall not be entitled to any adjustment in the Contract Price or Contract Times if a. Contractor knew of the existence of such conditions at the time Contractor made a final commitment to Owner with respect to Contract Price and Contract Times by the submission of a Bid or becoming bound under a negotiated contract; or 00710 -14 Page 53 of 356 b. the existence of such condition could reasonably have been discovered or revealed as a result of any examination, investigation, exploration, test, or study of the Site and contiguous areas required by the Bidding Requirements or Contract Documents to be conducted by or for Contractor prior to Contractor's making such final commitment; or c. Contractor failed to give the written notice as required by Paragraph 4.03.A. If Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any adjustment in the Contract Price or Contract Times, or both, a Claim may be made therefor as provided in Paragraph 10.05. However, Owner and Engineer, and any of their Related Entities shall not be liable to Contractor for any claims, costs, losses, or damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by Contractor on or in connection with any other project or anticipated project. 4.04 Underground Facilities A. Shown or Indicated: The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or contiguous to the Site is based on information and data furnished to Owner or Engineer by the owners of such Underground Facilities, including Owner, or by others. Unless it is otherwise expressly provided in the Supplementary Conditions: 1. Owner and Engineer shall not be responsible for the accuracy or completeness of any such information or data; and 2. the cost of all of the following will be included in the Contract Price, and Contractor shall have full responsibility for: a. reviewing and checking all such infonnation and data, b. locating all Underground Facilities shown or indicated in the Contract Documents, c. coordination of the Work with the owners of such Underground Facilities, including Owner, during construction, and d. the safety and protection of all such Underground Facilities and repairing any damage thereto resulting from the Work. B. Not Shown or Indicated If an. Underground Facility is uncovered or revealed at or contiguous to the Site which was not shown or indicated, or not shown or indicated with reasonable accuracy in the Contract Documents, Contractor shall, promptly after becoming aware thereof and before further disturbing conditions affected thereby or performing any Work in connection therewith (except in an emergency as required by Paragraph 6.16.A), identify the owner of such Underground Facility and give written notice to that owner and to Owner and Engineer. Engineer will promptly review the Underground Facility and detennine the extent, if any, to which a change is required in the Contract Documents to reflect and document the consequences of the existence or location of the Underground Facility. During such time, Contractor shall be responsible for the safety and protection of such Underground Facility. 2. If Engineer concludes that a change in the Contract Documents is required, a Work Change Directive or a Change Order will be issued to reflect and document such consequences. An equitable adjustment shall be made in the Contract Price or Contract Times, or both, to the extent that they are attributable to the existence or location of any Underground Facility that was not shown or indicated or not shown or indicated with reasonable accuracy in the Contract Documents and that Contractor did not know of and could not reasonably have been expected to be aware of or to have anticipated. If Owner and Contractor are unable to agree on 00710 -15 Page 54 of 356 entitlement to or on the amount or extent, if any, of any such adjustment in Contract Price or Contract Times, Owner or Contractor may make a Claim therefor as provided in Paragraph 10.05. 4.05 The Contractor shall have no claim for an adjustment in Contract Price or Contract Times (or Milestones) under this Article 4 unless (1) CONTRACTOR has given the written notice required in as set forth herein not later than thirty (30) days after the event giving rise thereto), and (2) within sixty (60) days after the event giving rise thereto, CONTRACTOR shall submit to OWNER a detailed claim setting forth CONTRACTOR'S right to an increase in Contract Price or extension of Contract Time. No claim by the CONTRACTOR hereunder shall be allowed if asserted after final payment under this Contract. 4.06 Reference Points A. Owner shall provide engineering surveys to establish reference points for construction which in Engineer's judgment are necessary to enable Contractor to proceed with the Work. Contractor shall be responsible for laying out the Work, shall protect and preserve the established reference points and property monuments, and shall make no changes or relocations without the prior written approval of Owner. Contractor shall report to Engineer whenever any reference point or property monument is lost or destroyed or requires relocation because of necessary changes in grades or locations, and shall be responsible for the accurate replacement or relocation of such reference points or property monuments by professionally qualified personnel. B. Engineer may check the lines, elevations, reference marks, batter boards, etc., set by Contractor, and Contractor shall correct any errors disclosed by such check. Such a check shall not be considered as approval of Contractor's work and shall not relieve Contractor of the responsibility for accurate construction of the entire Work. Contractor shall furnish personnel to assist Engineer in checking lines and grades." 4.07 Hazardous Environmental Condition at Site A. Reports and Drawings: Reference is made to the Supplementary Conditions for the identification of those reports and drawings relating to a Hazardous Environmental Condition identified at the Site, if any, that have been utilized by the Engineer in the preparation of the Contract Documents. B. Limited Reliance by Contractor on Technical Data Authorized.• Contractor may rely upon the general accuracy of the "technical data" contained in such reports and drawings, but such reports and drawings are not Contract Documents. Such "technical data" is identified in the Supplementary Conditions. Except for such reliance on such "technical data," Contractor may not rely upon or make any claim against Owner or Engineer, or any of their Related Entities with respect to: 1. the completeness of such reports and drawings for Contractor's purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences and procedures of construction to be employed by Contractor and safety precautions and programs incident thereto; or 2. other data, interpretations, opinions and information contained in such reports or shown or indicated in such drawings; or 3. any Contractor interpretation of or conclusion drawn from any "technical data" or any such other data, interpretations, opinions or information. C. Contractor shall not be responsible for any Hazardous Environmental Condition uncovered or revealed at the Site which was not shown or indicated in Drawings or Specifications or identified in the Contract Documents to be within the scope of the Work. Contractor shall be responsible for a Hazardous Environmental Condition created with any materials brought to the Site by Contractor, Subcontractors, Suppliers, or anyone else for whom Contractor is responsible. JBIFI UM Page 55 of 356 D. If Contractor encounters a Hazardous Environmental Condition or if Contractor or anyone for whom Contractor is responsible creates a Hazardous Environmental Condition, Contractor shall iminediately: (i) secure or otherwise isolate such condition; (ii) stop all Work in connection with such condition and in any area affected thereby (except in an emergency as required by Paragraph 6.16.A); and (iii) notify Owner and Engineer (and promptly thereafter confirm such notice in writing). Owner shall promptly consult with Engineer concerning the necessity for Owner to retain a qualified expert to evaluate such condition or take corrective action, if any. E. Contractor shall not be required to resume Work in connection with such condition or in any affected area until after Owner has obtained any required permits related thereto and delivered to Contractor written notice: (i) specifying that such condition and any affected area is or has been rendered safe for the resumption of Work; or (ii) specifying any special conditions under which such Work may be resumed safely. If Owner and Contractor cannot agree as to entitlement to or on the amount or extent, if any, of any adjustment in Contract Price or Contract Times, or both, as a result of such Work stoppage or such special conditions under which Work is agreed to be resumed by Contractor, either party may make a Claim therefor as provided in Paragraph 10.05. F. If after receipt of such written notice Contractor does not agree to resume such Work based on a reasonable belief it is unsafe, or does not agree to resume such Work under such special conditions, then Owner may order the portion of the Work that is in the area affected by such condition to be deleted from the Work. If Owner and Contractor cannot agree as to entitlement to or on the amount or extent, if any, of an adjustment in Contract Price or Contract Times as a result of deleting such portion of the Work, then either party may make a Claim therefor as provided in Paragraph 10.05. Owner may have such deleted portion of the Work performed by Owner's own forces or others in accordance with Article 7. G. To the fullest extent permitted by Laws and Regulations, Owner shall indemnify and hold harmless Contractor, Subcontractors, and Engineer, and the officers, directors, partners, employees, agents, consultants, and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to a Hazardous Environmental Condition, provided that such Hazardous Environmental Condition: (i) was not shown or indicated in the Drawings or Specifications or identified in the Contract Documents to be included within the scope of the Work, and (ii) was not created by Contractor or by anyone for whom Contractor is responsible. Nothing in this Paragraph 4.06.G shall obligate Owner to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence. H. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, partners, employees, agents, consultants, and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to a Hazardous Environmental Condition created by Contractor or by anyone for whom Contractor is responsible. Nothing in this Paragraph 4.06. H shall obligate Contractor to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence. I. The provisions of Paragraphs 4.02, 4.03, and 4.04 do not apply to a Hazardous Environmental Condition uncovered or revealed at the Site. J. Contractor shall be responsible for all safety measures concerning the handling of all asbestos pipe to be removed as relocated under This Agreement. Contractor shall indemnify the Owner, its agents, employees, and officials from and against all claims, costs, losses and damages, including but not limited to attorneys' fees and other professional fees, arising out of and relating to the removal and/or relocation of asbestos pipe. B11FI UMA Page 56 of 356 ARTICLE 5 — BONDS AND INSURANCE 5.01 Performance, Payment, and Other Bonds A. Contractor shall furnish performance and payment bonds, each in an amount at least equal to the Contract Price as security for the faithful performance and payment of all of Contractor's obligations under the Contract Documents all in accordance with applicable Florida Statutes, including but not limited to, Florida Statutes, 255.05, et seq. . These bonds shall be in form and content as identified in the Instructions To Bidders or otherwise in the Contract Documents. Contractor shall also furnish such other bonds as are required by the Contract Documents. The City of Ocoee has specified a form of a performance bond which shall be used for this project. B. All bonds shall be executed by such sureties as are named in the current list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. All bonds signed by an agent must be accompanied by a certified copy of the agent's authority to act. C. If the surety on any bond furnished by Contractor is declared bankrupt or becomes insolvent or its right to do business is terminated in any state where any part of the Project is located or it ceases to meet the requirements of Paragraph 5.01.13, Contractor shall promptly notify Owner and Engineer and shall, within 20 days after the event giving rise to such notification, provide another bond and surety, both of which shall comply with the requirements of Paragraphs 5.01.13 and 5.02. 5.02 Licensed Sureties and Insurers A. All bonds and insurance required by the Contract Documents to be purchased and maintained by Owner or Contractor shall be obtained from surety or insurance companies that are duly licensed or authorized in the jurisdiction in which the Project is located to issue bonds or insurance policies for the limits and coverages so required. Such surety and insurance companies shall also meet such additional requirements and qualifications as may be provided in the Supplementary Conditions or below. 5.03 Certificates of Insurance A. Contractor shall deliver to Owner, with copies to each additional insured identified below in this Article or in the Supplementary Conditions, certificates of insurance (and other evidence of insurance requested by Owner or any other additional insured) which Contractor is required to purchase and maintain. B. Owner shall deliver to Contractor, with copies to each additional insured identified as identified below or in the Supplementary Conditions, certificates of insurance (and other evidence of insurance requested by Contractor or any other additional insured) which Owner is required to purchase and maintain. 5.04 Contractor's Liability Insurance A. Contractor shall purchase and maintain such liability and other insurance as is appropriate for the Work being performed and as will provide protection from claims set forth below which may arise out of or result from Contractor's performance of the Work and Contractor's other obligations under the Contract Documents, whether it is to be performed by Contractor, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of the Work, or by anyone for whose acts any of them may be liable: 1. claims under workers' compensation, disability benefits, and other similar employee benefit acts; 2. claims for damages because of bodily injury, occupational sickness or disease, or death of Contractor's employees; claims for damages because of bodily injury, sickness or disease, or death of any person other than Contractor's employees; 00710 -18 Page 57 of 356 4. claims for damages insured by reasonably available personal injury liability coverage which are sustained: a. by any person as a result of an offense directly or indirectly related to the employment of such person by Contractor, or b. by any other person for any other reason; 5. claims for damages, other than to the Work itself, because of injury to or destruction of tangible property wherever located, including loss of use resulting therefrom; and 6. claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle. B. The policies of insurance required by this Paragraph 5.04 shall: 1. with respect to insurance required by Paragraphs 5.04.A.3 through 5.04.A.6 inclusive, include as additional insureds (subject to any customary exclusion regarding professional liability) Owner and Engineer, and any other individuals or entities identified below or in the Supplementary Conditions, all of whom shall be listed as additional insureds, and include coverage for the respective officers, directors, partners, employees, agents, consultants and subcontractors of each and any of all such additional insureds, and the insurance afforded to these additional insureds shall provide primary coverage for all claims covered thereby; 2. include at least the specific coverages and be written for not less than the limits of liability provided below or in the Supplementary Conditions or required by Laws or Regulations, whichever is greater; 3. include completed operations insurance; 4. include contractual liability insurance covering Contractor's indemnity obligations under Paragraphs 6.11 and 6.20; 5. contain a provision or endorsement that the coverage afforded will not be canceled, materially changed or renewal refused until at least 30 days prior written notice has been given to Owner and Contractor and to each other additional insured identified below or in the Supplementary Conditions to whom a certificate of insurance has been issued (and the certificates of insurance furnished by the Contractor pursuant to Paragraph 5.03 will so provide); 6. remain in effect at least until final payment and at all times thereafter when Contractor may be correcting, removing, or replacing defective Work in accordance with Paragraph 13.07; and 7. with respect to completed operations insurance, and any insurance coverage written on a claims -made basis, remain in effect for at least two years after final payment. C. Contractor shall furnish Owner and each other additional insured identified below or in the Supplementary Conditions, to whom a certificate of insurance has been issued, evidence satisfactory to Owner and any such additional insured of continuation of such insurance at final payment and one year thereafter. D. The limits of liability for the insurance required by paragraph 5.04 of the General Conditions shall provide coverage for not less than the following amounts or greater where required by Laws and Regulations: 1. Workers' Compensation, and related coverages under paragraphs 5.04.A.1 and A.2 of the General. Conditions: a. State: Statutory b. Applicable Federal (e.g., Longshoreman's): Statutory c. Employer's Liability: 00710 -19 Page 58 of 356 2. Contractor's General Liability under paragraphs 5.04.A.3 through A.6 of the General Conditions which shall include completed operations and product liability coverages and eliminate the exclusion with respect to property under the care, custody and control of Contractor: a. General Aggregate 2,000,000 b. Products - Completed Operations Aggregate 1,000,000 c. Personal and Advertising Injury 1,000,000 d. Each Occurrence (Bodily Injury and Property Damage) 1,000,000 e. Personal Injury Liability Coverage will include Claims arising out of Employment. f. Property Damage liability insurance will provide Explosion, Collapse, and Underground coverages where applicable. g. Excess or Umbrella Liability 2,000,000 1) General Aggregate 2) Each Occurrence 3. Automobile Liability under paragraph 5.04.A.6 of the General Conditions: a. Bodily Injury: Each person $1,000,000 Each Accident $1,000,000 b. Property Damage: Each Accident $1,000,000 OR c. Combined Single Limit of $1,000,000 4. The Contractual Liability coverage required by paragraph 5.04.13.4 of the General Conditions shall provide coverage for not less than the following amounts: a. Bodily Injury: Each Accident $1,000,000 Annual Aggregate $2,000,000 b. Property Damage: Each Accident $1,000,000 Annual Aggregate $2,000,000 5. Additional Insureds: [name and address of design firm, if any] City of Ocoee 1 N. Bluford Avenue Ocoee, FL 34761 00710 - 20 Page 59 of 356 Others, as may be identified by the OWNER 5.05 Owner's Liability Insurance A. In addition to the insurance required to be provided by Contractor under Paragraph 5.04, Owner, at Owner's option, may purchase and maintain at Owner's expense Owner's own liability insurance as will protect Owner against claims which may arise from operations under the Contract Documents. The Owner shall not have the duty or obligation to purchase or maintain such insurance and nothing herein shall be so deemed to require same. 5.06 Property Insurance A. Unless otherwise provided in the Supplementary Conditions, Contractor shall purchase and maintain property insurance upon the Work at the Site in the amount of the full replacement cost thereof (Contractor shall be responsible for any deductible or self -insured retention.). This insurance shall: 1. include the interests of Owner, Contractor, Subcontractors, and Engineer, and any other individuals or entities identified in the Supplementary Conditions, and the officers, directors, partners, employees, agents, consultants and subcontractors of any of them, each of whom is deemed to have an insurable interest and shall be listed as an insured or additional insured; 2. be written on a Builder's Risk "all-risk" or open peril or special causes of loss policy form that shall at least include insurance for physical loss or damage to the Work, temporary buildings, falsework, and materials and equipment in transit, and shall insure against at least the following perils or causes of loss: fire, lightning, extended coverage, theft, vandalism and malicious mischief, earthquake, collapse, debris removal, demolition occasioned by enforcement of Laws and Regulations, water damage (other than caused by flood), and such other perils or causes of loss as may be specifically required by the Supplementary Conditions; 3. include expenses incurred in the repair or replacement of any insured property (including but not limited to fees and charges of engineers and architects); 4. cover materials and equipment stored at the Site or at another location that was agreed to in writing by Owner prior to being incorporated in the Work, provided that such materials and equipment have been included in an Application for Payment recommended by Engineer; 5. allow for partial utilization of the Work by Owner; 6. include testing and startup; and 7. be maintained in effect until final payment is made unless otherwise agreed to in writing by Owner, Contractor, and Engineer with 30 days written notice to each other additional insured to whom a certificate of insurance has been issued. B. Contractor shall purchase and maintain such boiler and machinery insurance or additional property insurance as may be required by the Supplementary Conditions or Laws and Regulations which will include the interests of Owner, Contractor, Subcontractors, and Engineer, and any other individuals or entities identified in the Supplementary Conditions, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them, each of whom is deemed to have an insurable interest and shall be listed as an insured or additional insured. C. All the policies of insurance (and the certificates or other evidence thereof) required to be purchased and maintained in accordance with Paragraph 5.06 will contain a provision or endorsement that the coverage afforded will not be canceled or materially changed or renewal refused until at least 30 days prior written notice has been given to Owner and Contractor and to each other additional insured to whom a certificate of insurance has been issued and will contain waiver provisions in accordance with Paragraph 5.07. 00710 - 21 Page 60 of 356 D. Owner shall not be responsible for purchasing and maintaining any property insurance specified in this Paragraph 5.06 to protect the interests of Contractor, Subcontractors, or others in the Work to the extent of any deductible amounts that are identified in the Supplementary Conditions. The risk of loss within such identified deductible amount will be borne by Contractor, Subcontractors, or others suffering any such loss, and if any of them wishes property insurance coverage within the limits of such amounts, each may purchase and maintain it at the purchaser's own expense. E. Where applicable, the Contractor shall purchase and maintain adequate flood insurance for work within designated flood hazard areas as defined by P.L. 93-234 (Flood Disaster Protection Act). 5.07 Waiver of Rights A. Owner and Contractor intend that all policies purchased in accordance with Paragraph 5.06 will protect Owner, Contractor, Subcontractors, and Engineer, and all other individuals or entities identified in the Supplementary Conditions to be listed as insureds or additional insureds (and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them) in such policies and will provide primary coverage for all losses and damages caused by the perils or causes of loss covered thereby. All such policies shall contain provisions to the effect that in the event of payment of any loss or damage the insurers will have no rights of recovery against any of the insureds or additional insureds thereunder. Owner and Contractor waive all rights against each other and their respective officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them for all losses and damages caused by, arising out of or resulting from any of the perils or causes of loss covered by such policies and any other property insurance applicable to the Work; and, in addition, waive all such rights against Subcontractors, and Engineer, and all other individuals or entities identified in the Supplementary Conditions to be listed as insured or additional insured (and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them) under such policies for losses and damages so caused. None of the above waivers shall extend to the rights that any party making such waiver may have to the proceeds of insurance held by Contractor as trustee or otherwise payable under any policy so issued. B. Owner waives all rights against Contractor, Subcontractors, and Engineer, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them for: 1. loss due to business interruption, loss of use, or other consequential loss extending beyond direct physical loss or damage to Owner's property or the Work caused by, arising out of, or resulting from fire or other perils whether or not insured by Owner; and 2. loss or damage to the completed Project or part thereof caused by, arising out of, or resulting from fire or other insured peril or cause of loss covered by any property insurance maintained on the completed Project or part thereof by Owner during partial utilization pursuant to Paragraph 1.4.05, after Substantial Completion pursuant to Paragraph 14.04, or after final payment pursuant to Paragraph 1.4.07. C. Any insurance policy maintained by Owner covering any loss, damage or consequential loss referred to in Paragraph 5.07.13 shall contain provisions to the effect that in the event of payment of any such loss, damage, or consequential loss, the insurers will have no rights of recovery against Contractor, Subcontractors, or Engineer, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them. 5.08 Receipt and Application of Insurance Proceeds A. Any insured loss under the policies of insurance required by Paragraph 5.06 will be adjusted with. Contractor and made payable to Contractor as fiduciary for the insureds, as their interests may appear, subject to the requirements of any applicable mortgage clause and of Paragraph 5.08.13. Contractor shall deposit in a separate account any money so received and shall distribute it in accordance with such agreement as the parties in interest may reach. If no other special agreement is reached, the damaged Work shall be repaired or replaced, the moneys so received applied on account thereof. 00710 - 22 Page 61 of 356 B. Contractor as fiduciary shall have power to adjust and settle any loss with the insurers unless one of the parties in interest shall object in writing within 15 days after the occurrence of loss to Contractor's exercise of this power. If such objection be made, Contractor as fiduciary shall make settlement with the insurers in accordance with such agreement as the parties in interest may reach. 5.09 Acceptance of Bonds and Insurance; Option to Replace A. If Owner has any objection to the coverage afforded by or other provisions of the insurance required to be purchased and maintained by Contractor in accordance with this Article 5 on the basis of its not complying with the Contract Documents, Owner will notify Contractor in writing thereof within ten days of the date of delivery of such certificates to Owner. Contractor will provide such additional information in respect of insurance provided by him as Owner may reasonably request. 5.10 Partial Utilization, Acknowledgment of Property Insurer A. If Owner finds it necessary to occupy or use a portion or portions of the Work prior to Substantial Completion of all the Work as provided in Paragraph 14.05, no such use or occupancy shall commence before the insurers providing the property insurance pursuant to Paragraph 5.06 have acknowledged notice thereof and in writing effected any changes in coverage necessitated thereby. The insurers providing the property insurance shall consent by endorsement on the policy or policies, but the property insurance shall not be canceled or permitted to lapse on account of any such partial use or occupancy. ARTICLE 6 — CONTRACTOR'S RESPONSIBILITIES 6.01 Supervision and Superintendence A. Contractor shall supervise, inspect, and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. Contractor shall be solely responsible for the means, methods, techniques, sequences, and procedures of construction. Contractor shall not be responsible for the negligence of Owner or Engineer in the design or specification of a specific means, method, technique, sequence, or procedure of construction which is shown or indicated in and expressly required by the Contract Documents. B. At all times during the progress of the Work, Contractor shall assign a competent resident superintendent who shall not be replaced without written notice to Owner and Engineer except under extraordinary circumstances. The superintendent will be Contractor's representative at the Site and shall have authority to act on behalf of Contractor. All communications given to or received from the superintendent shall be binding on Contractor. 6.02 Labor; Working Hours A. Contractor shall provide competent, suitably qualified personnel to survey and lay out the Work and perform construction as required by the Contract Documents. Contractor shall at all times maintain good discipline and order at the Site. B. Except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent thereto, and except as otherwise stated in the Contract Documents, all Work at the Site shall be performed during regular working hours. Contractor will not permit the performance of Work on a Saturday, Sunday, or any legal holiday without Owner's written consent (which will not be unreasonably withheld) given after prior written notice to Engineer. C. Except in the event of an emergency, no work shall be performed (1) before sunrise and after sunset, (2) nor between the hours of 7:00 p.m. and 7:00 a.m. (3) nor on Saturday and Sunday and (4) nor on any holiday of the Owner "Regular Working Hours" shall be between 7:00 a.m. and 7:00 p.m. and shall be established by the Contractor at the Pre -construction Meeting, provided the total working hours shall not exceed eight (8) hours per day and forty (40) hours per week. If construction or maintenance work requires operations during other than Regular Working Hours, the Page 62 of 356 Contractor shall obtain written permission of the Owner at least forty-eight (48) hours in advance of starting such work, and shall set forth the proposed schedule for overtime to give Owner ample time to arrange for his personnel to be at the site of the work. Contractor shall pay for the additional charges to the Owner on account of such overtime work. Such additional charges shall be a subsidiary obligation of Contractor and no extra payment shall be made by Owner on account of such overtime work. D. This Agreement is subject to the applicable provisions of the Contract Work Hours and Safety Standards Act, Public Law 87-581, 87th Congress. No Contractor or Subcontractor contracting for any part of the Work shall require or permit any laborer or mechanic to be employed on the Work in excess of forty hours in any work week unless such laborer or mechanic receives compensation at a rate not less than one and one-half times his basic rate of pay for all hours worked in excess of forty hours in such work week, as the case may be. E. Except as may be otherwise required by law, all claims and disputes pertaining to the classification of labor employed on the project under this Contract shall be decided by Owner's governing body or other duly designated official. F. Contractor shall employ only competent persons to do the work and whenever Owner shall notify Contractor, in writing, that any person on the Work appears to be incompetent, unfaithful, disorderly, or otherwise unsatisfactory, such person shall be removed from the Project and shall not again be employed on it except with the consent of Owner. G. Contractor and Subcontractors shall, insofar as practicable, give preference in the hiring of workers for the Project to qualified local residents with first preference being given to citizens of the United States who have served in the armed forces of the United States and have been honorably discharged therefrom or released from active duty therein. H. Contractor shall rei nburse the Owner the reasonable and customary amounts the Owner incurs for additional engineering and/or inspection costs incurred as a result of overtime work in excess of the regular working hours. Overtime costs shall be deducted from the Contract amount by written Change Order (Contract Modification). Overtime costs for the Owner's personnel shall be based on the individual's current overtime wage rate and shall include labor burden, etc. Overtime costs for personnel employed by the Engineer or Owner's independent testing laboratory shall be calculated in accordance with the terms of their respective contracts with the Owner No work shall be performed on legal holidays of the Owner, which for the Work are defined as follows: Holiday CITY OF OCOEE TO CONFIRM HOLIDAYS Holiday New Year's Day Martin Luther King Day Memorial Day Independence Day Labor Day Thanksgiving Day Day after Thanksgiving Christmas Eve Calendar Date Calendar Date January 1 Third Monday in January Last Monday in May July 4 (may be observed on the prior Friday or following Monday) First Monday in September 4th Thursday in November 4th Friday in November December 24 00710 - 24 Page 63 of 356 Christmas December 25 If Christmas and Christmas Eve fall on a weekend, the preceding Friday and following Monday will be observed as holidays. If Christmas falls on a Monday, the preceding Friday will be observed as a holiday. If Christmas falls on a Saturday, the preceding Thursday will be observed as a holiday. 6.03 Services, Materials, and Equipment A. Unless otherwise specified in the Contract Documents, Contractor shall provide and assume full responsibility for all services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and incidentals necessary for the performance, testing, start-up, and completion of the Work. B. All materials and equipment incorporated into the Work shall be as specified or, if not specified, shall be of good quality and new, except as otherwise provided in the Contract Documents. All special warranties and guarantees required by the Specifications shall expressly run to the benefit of Owner. If required by Engineer, Contractor shall furnish satisfactory evidence (including reports of required tests) as to the source, kind, and quality of materials and equipment. C. All materials and equipment shall be stored, applied, installed, connected, erected, protected, used, cleaned, and conditioned in accordance with instructions of the applicable Supplier, except as otherwise may be provided in the Contract Documents. 6.04 Progress Schedule A. Contractor shall adhere to the Progress Schedule established in accordance with Paragraph 2.07 as it may be adjusted from time to time as provided below. 1. Contractor shall submit to Engineer for acceptance (to the extent indicated in Paragraph 2.07) proposed adjustments in the Progress Schedule that will not result in changing the Contract Times. Such adjustments will comply with any provisions of the General Requirements applicable thereto. 2. Proposed adjustments in the Progress Schedule that will change the Contract Times shall be submitted in accordance with the requirements of Article 12. Adjustments in Contract Times may only be made by a Change Order. 6.05 Substitutes and "Or -Equals" A. Whenever an item of material or equipment is specified or described in the Contract Documents by using the name of a proprietary item or the name of a particular Supplier, the specification or description is intended to establish the type, function, appearance, and quality required. Unless the specification or description contains or is followed by words reading that no like, equivalent, or "or -equal" item or no substitution is permitted, other items of material or equipment or material or equipment of other Suppliers may be submitted to Engineer for review under the circumstances described below. "Or -Equal" Items: If in. Engineer's sole discretion an item of material or equipment proposed by Contractor is functionally equal to that named and sufficiently similar so that no change in related Work will be required, it may be considered by Engineer as an "or -equal" item, in which case review and approval of the proposed item. may, in Engineer's sole discretion, be accomplished without compliance with some or all of the requirements for approval of proposed substitute items. For the purposes of this Paragraph 6.05.A.1, a proposed item of material or equipment will be considered functionally equal to an item so named if: a. in the exercise of reasonable judgment Engineer determines that: 00710 - 25 Page 64 of 356 1) it is at least equal in materials of construction, quality, durability, appearance, strength, and design characteristics; 2) it will reliably perform at least equally well the function and achieve the results imposed by the design concept of the completed Project as a functioning whole; 3) it has a proven record of performance and availability of responsive service; and b. Contractor certifies that, if approved and incorporated into the Work: 1) there will be no increase in cost to the Owner or increase in Contract Times, and 2) it will conform substantially to the detailed requirements of the item named in the Contract Documents. 2. Substitute Items a. If in Engineer's sole discretion an item of material or equipment proposed by Contractor does not qualify as an "or -equal" item under Paragraph 6.05.A.1, it will be considered a proposed substitute item. b. Contractor shall submit sufficient information as provided below to allow Engineer to determine that the item of material or equipment proposed is essentially equivalent to that named and an acceptable substitute therefor. Requests for review of proposed substitute items of material or equipment will not be accepted by Engineer from anyone other than Contractor. c. The procedure requirements for review by Engineer will be as set forth in Paragraph 6.05.A.2.d, as supplemented in the General Requirements and as Engineer may decide is appropriate under the circumstances. d. Contractor shall make written application to Engineer for review of a proposed substitute item of material or equipment that Contractor seeks to furnish or use. The application: 1) shall certify that the proposed substitute item will: a) will perform adequately the functions and achieve the results called for by the general design, b) be similar in substance to that specified, and c) be suited to the same use as that specified; 2) will state: a) the extent, if any, to which the use of the proposed substitute item will prejudice Contractor's achievement of Substantial Completion on time; b) whether or not use of the proposed substitute item in the Work will require a change in any of the Contract Documents (or in the provisions of any other direct contract with Owner for other work on the Project) to adapt the design to the proposed substitute item; and c) whether or not incorporation or use of the proposed substitute item in connection with the Work is subject to payment of any license fee or royalty; 3) will identify: a) all variations of the proposed substitute item from that specified , and 00710 - 26 Page 65 of 356 b) available engineering, sales, maintenance, repair, and replacement services; 4) and shall contain an itemized estimate of all costs or credits that will result directly or indirectly from use of such substitute item, including costs of redesign and claims of other contractors affected by any resulting change. B. Substitute Construction Methods or Procedures: If a specific means, method, technique, sequence, or procedure of construction is expressly required by the Contract Documents, Contractor may furnish or utilize a substitute means, method, technique, sequence, or procedure of construction approved by Engineer. Contractor shall submit sufficient information to allow Engineer, in Engineer's sole discretion, to determine that the substitute proposed is equivalent to that expressly called for by the Contract Documents. The requirements for review by Engineer will be similar to those provided in Paragraph 6.05.A.2. C. Engineer's Evaluation: Engineer will be allowed a reasonable time within which to evaluate each proposal or submittal made pursuant to Paragraphs 6.05.A and 6.05.13. Engineer may require Contractor to furnish additional data about the proposed substitute item. Engineer will be the sole judge of acceptability. No "or equal" or substitute will be ordered, installed or utilized until Engineer's review is complete, which will be evidenced by either a Change Order for a substitute or an approved Shop Drawing for an "or equal." Engineer will advise Contractor in writing of any negative determination. D. Special Guarantee: Owner may require Contractor to furnish at Contractor's expense a special performance guarantee or other surety with respect to any substitute. E. Engineer's Cost Reimbursement: Engineer will record Engineer's costs in evaluating a substitute proposed or submitted by Contractor pursuant to Paragraphs 6.05.A.2 and 6.05.13. Whether or not Engineer approves a substitute item so proposed or submitted by Contractor, Contractor shall reimburse Owner for the charges of Engineer for evaluating each such proposed substitute. Contractor shall also reimburse Owner for the charges of Engineer for making changes in the Contract Documents (or in the provisions of any other direct contract with Owner) resulting from the acceptance of each proposed substitute; and all costs resulting from any delays in the Work while the substitution was undergoing reviews. F. Contractor's Expense: Contractor shall provide all data in support of any proposed substitute or "or -equal" at Contractor's expense. G. Equipment specifications containing experience clauses requires equipment manufacturers to have a record (min. number installations and years of operation) of satisfactory operation. In lieu of experience, a manufacturer/supplier may provide the equipment with the mutual understanding of all parties that no payment shall be released for such equipment including installation costs until it is demonstrated that the equipment meets the specific design performance requirements. All such monies retained shall be held by the Owner in an interest bearing escrow account from the date of application for payment for such work until the date of demonstrated conformance. All such retained monies and accrued interest shall be released to the Contractor upon demonstrated conformance. All monies not paid by the Owner shall bear interest a 7 percent per annum or the maximum rate provided by law, whichever is less. Where the equipment has failed specified tests to demonstrate conformance to the design requirements, the Contract shall remove said equipment and shall substitute the equipment as approved by the Owner/Engineer as specified having the required experience. The Contractor shall install the substituted equipment as required to provide a complete and functional system without cost to the Owner. (Refer to GC- 13.07). No experience restriction will be permitted which unnecessarily reduces competition or innovation. 6.06 Concerning Subcontractors, Suppliers, and Others A. Contractor shall not employ any Subcontractor, Supplier, or other individual or entity (including those acceptable to Owner as indicated in Paragraph 6.06.13), whether initially or as a replacement, against whom Owner may have reasonable objection. Contractor shall not be required to employ any Subcontractor, Supplier, or other individual or entity to furnish or perform any of the Work against whom Contractor has reasonable objection. 00710 - 27 Page 66 of 356 B. If the Instructions to Bidders or the Invitation To Bid requires the identity of certain Subcontractors, Suppliers, or other individuals or entities to be submitted to Owner in advance for acceptance by Owner by a specified date prior to the Effective Date of the Agreement, and if Contractor has submitted a list thereof in accordance with those requirements, then any such Subcontractor, Supplier, or other individuals or entities so identified and not objected to in writing by Owner or Engineer prior to the execution of the Agreement will be deemed acceptable to Owner and Engineer. All other Subcontractors, Suppliers, or other individuals or entities so identified shall be deemed to have been accepted if Owner or Engineer deliver no written objection thereto within forty-five (45) days after Contractor's written identification of such Subcontractors, Suppliers, or other individuals or entities. However, if within said forty-five (45) day period, Owner or Engineer has reasonable objection to any Subcontractors, Suppliers, or other individuals or entities whether previously identified or subsequently, Contractor shall submit an acceptable substitute without entitlement to any change in Contract Price. If Owner or Engineer demands the substitution at any time and it is determined that the Owner or Engineer did not have a reasonable objection, the Contractor shall comply with the demand for substitution and shall be entitled to an adjustment in the Contract Price (by appropriate Change order or Written Amendment) for the difference in cost resulting directly from such substitution. After acceptance by the Owner or Engineer of any particular Subcontractor, Supplier, or other individuals or entities, the Contractor shall make no substitution without written approval of the Owner, which may be granted or withheld at Owner's sole discretion. No acceptance by Owner or Engineer of any such Subcontractor, Supplier or any other person or organization shall be deemed to constitute a waiver or an estoppel of any right of Owner or Engineer to reject defective work performed in whole or in part by any such Subcontractor, Supplier, or other individual or entity. C. Contractor shall be fully responsible to Owner and Engineer for all acts and omissions of the Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the Work just as Contractor is responsible for Contractor's own acts and omissions. Nothing in the Contract Documents: 1. shall create for the benefit of any such Subcontractor, Supplier, or other individual or entity any contractual relationship between Owner or Engineer and any such Subcontractor, Supplier or other individual or entity, nor 2. shall anything in the Contract Documents create any obligation on the part of Owner or Engineer to pay or to see to the payment of any moneys due any such Subcontractor, Supplier, or other individual or entity except as may otherwise be required by Laws and Regulations. D. Contractor shall be solely responsible for scheduling and coordinating the Work of Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the Work under a direct or indirect contract with Contractor. E. Contractor shall require all Subcontractors, Suppliers, and such other individuals or entities performing or furnishing any of the Work to communicate with Engineer through Contractor. F. The divisions and sections of the Specifications and the identifications of any Drawings shall not control Contractor in dividing the Work among Subcontractors or Suppliers or delineating the Work to be performed by any specific trade. G. All Work performed for Contractor by a Subcontractor or Supplier will be pursuant to an appropriate agreement between Contractor and the Subcontractor or Supplier which specifically binds the Subcontractor or Supplier to the applicable terms and conditions of the Contract Documents for the benefit of Owner and Engineer. Whenever any such agreement is with a Subcontractor or Supplier who is listed as an additional insured on the property insurance provided in Paragraph 5.06, the agreement between the Contractor and the Subcontractor or Supplier will contain provisions whereby the Subcontractor or Supplier waives all rights against Owner, Contractor, and Engineer, and all other individuals or entities identified in the Supplementary Conditions to be listed as insureds or additional insureds (and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them) for all losses and damages caused by, arising out of, relating to, or resulting from any of the perils or causes of loss covered by such policies and any other property insurance applicable to the Work. If the insurers on any such policies require separate waiver forms to be signed by any Subcontractor or Supplier, Contractor will obtain the same. 00710 - 28 Page 67 of 356 6.07 Patent Fees and Royalties A. Contractor shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others. If a particular invention, design, process, product, or device is specified in the Contract Documents for use in the performance of the Work and if to the actual knowledge of Owner or Engineer its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others, the existence of such rights shall be disclosed by Owner in the Contract Documents. B. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention, design, process, product, or device not specified in the Contract Documents. 6.08 Permits A. Unless otherwise provided in the Supplementary Conditions, Contractor shall obtain and pay for all construction permits and licenses. Owner shall assist Contractor, when necessary, in obtaining such permits and licenses. Contractor shall pay all governmental charges and inspection fees necessary for the prosecution of the Work which are applicable at the time of opening of Bids, or, if there are no Bids, on the Effective Date of the Agreement. Owner shall pay all charges of utility owners for connections for providing permanent service to the Work. Reference is made to the Bidding Requirements of the Contract Documents for a list of permits and licenses obtained by the OWNER before the bid advertisement. 6.09 Laws and Regulations A. Contractor shall give all notices required by and shall comply with all Laws and Regulations applicable to the performance of the Work. Except where otherwise expressly required by applicable Laws and Regulations, neither Owner nor Engineer shall be responsible for monitoring Contractor's compliance with any Laws or Regulations. B. If Contractor performs any Work knowing or having reason to know that it is contrary to Laws or Regulations, Contractor shall bear all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such Work. However, it shall not be Contractor's primary responsibility to make certain that the Specifications and Drawings are in accordance with Laws and Regulations, but this shall not relieve Contractor of Contractor's obligations under Paragraph 3.03. C. Changes in Laws or Regulations not known at the time of opening of Bids (or, on the Effective Date of the Agreement if there were no Bids) having an effect on the cost or time of performance of the Work shall be the subject of an adjustment in Contract Price or Contract Times. If Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any such adjustment, a Claim may be made therefor as provided in Paragraph 10.05. 6.10 Taxes A. Contractor shall pay all sales, consumer, use, and other similar taxes required to be paid by Contractor in accordance with the Laws and Regulations of the place of the Project which are applicable during the performance of the Work. 6.11 Use of Site and Other Areas A. Limitation on Use of Site and Other Areas 00710 - 29 Page 68 of 356 Contractor shall confine construction equipment, the storage of materials and equipment, and the operations of workers to the Site and other areas permitted by Laws and Regulations, and shall not unreasonably encumber the Site and other areas with construction equipment or other materials or equipment. Contractor shall assume full responsibility for any damage to any such land or area, or to the owner or occupant thereof, or of any adjacent land or areas resulting from the performance of the Work. Use of Owner's existing buildings or lands by the Contractor for storage of materials and equipment will not be pennitted. Use of existing washrooms, lavatories, sanitary facilities or plumbing facilities by the Contractor or any of his employees or Subcontractors will not be permitted. 2. Should any claim be made by any such owner or occupant because of the performance of the Work, Contractor shall promptly settle with such other party by negotiation or otherwise resolve the claim by arbitration or other dispute resolution proceeding or at law. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to any claim or action, legal or equitable, brought by any such owner or occupant against Owner, Engineer, or any other party indemnified hereunder to the extent caused by or based upon Contractor's performance of the Work. B. Removal of Debris During Performance of the Work: During the progress of the Work Contractor shall keep the Site and other areas free from accumulations of waste materials, rubbish, and other debris. Removal and disposal of such waste materials, rubbish, and other debris shall conform to applicable Laws and Regulations. C. Cleaning: Prior to Substantial Completion of the Work, Contractor shall clean the Site and the Work and make it ready for utilization by Owner. At the completion of the Work Contractor shall remove from the Site all tools, appliances, construction equipment and machinery, and surplus materials and shall restore to original condition all property not designated for alteration by the Contract Documents. D. Loading Structures: Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. 6.12 Record Documents A. Contractor shall maintain in a safe place at the Site one record copy of all Drawings, Specifications, Addenda, Change Orders, Work Change Directives, Field Orders, and written interpretations and clarifications in good order and annotated to show changes made during construction. These record documents together with all approved Samples and a counterpart of all approved Shop Drawings will be available to Engineer for reference. Upon completion of the Work, these record documents, Samples, and Shop Drawings will be delivered to Engineer for Owner. 6.13 Safety and Protection A. Contractor shall be solely responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. Contractor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to: 1. all persons on the Site or who may be affected by the Work; 2. all the Work and materials and equipment to be incorporated therein, whether in storage on or off the Site; and 00710 - 30 Page 69 of 356 3. other property at the Site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, utilities, and Underground Facilities not designated for removal, relocation, or replacement in the course of construction. 4. In the event of temporary suspension of the Work, or during inclement weather, or whenever Engineer may direct; Contractor shall, and shall cause Subcontractors, to protect carefully the Work and materials against damage or injury from the weather. If, in the opinion of Engineer, any portion of Work or materials shall have been damaged or injured by reason of failure on the part of the Contractor or any Subcontractors to so protect the Work, such Work and materials shall be removed and replaced at the expense of Contractor. B. Contractor shall comply with all applicable Laws and Regulations relating to the safety of persons or property, or to the protection of persons or property from damage, injury, or loss; and shall erect and maintain all necessary safeguards for such safety and protection. Contractor shall notify owners of adjacent property and of Underground Facilities and other utility owners when prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation, and replacement of their property. Contractor shall comply with the Trench Safety Act, Florida Law, Chapter 90-96 (CS/SB2626); OSHA (P.L. 91-596); the Contract Work Hours and Safety Standards Act (P.L. 91-54); and the Federal Register 29 CFR part 1926, OSHA Subpart P, and all federal requirements as part of the federal grant as stated in the solicitation and contract, as well as all other local, state and federal ordinances, laws, and regulations regarding safety. C. All damage, injury, or loss to any property referred to in Paragraph 6.13.A.2 or 6.13.A.3 caused, directly or indirectly, in whole or in part, by Contractor, any Subcontractor, Supplier, or any other individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, shall be remedied by Contractor (except damage or loss attributable to the fault of Drawings or Specifications or to the acts or omissions of Owner or Engineer or, or anyone employed by any of them, or anyone for whose acts any of them may be liable, and not attributable, directly or indirectly, in whole or in part, to the fault or negligence of Contractor or any Subcontractor, Supplier, or other individual or entity directly or indirectly employed by any of them). D. Contractor's duties and responsibilities for safety and for protection of the Work shall continue until such time as all the Work is completed and Engineer has issued a notice to Owner and Contractor in accordance with Paragraph 14.07.13 that the Work is acceptable (except as otherwise expressly provided in connection with Substantial Completion). 6.14 Safety Representative A. Contractor shall designate a qualified and experienced safety representative at the Site whose duties and responsibilities shall be the prevention of accidents and the maintaining and supervising of safety precautions and programs. 6.15 Hazard Communication Programs A. Contractor shall be responsible for coordinating any exchange of material safety data sheets or other hazard communication information required to be made available to or exchanged between or among employers at the Site in accordance with Laws or Regulations. 6.16 Emergencies A. In emergencies affecting the safety or protection of persons or the Work or property at the Site or adjacent thereto, Contractor is obligated to act to prevent threatened damage, injury, or loss. Contractor shall give Engineer prompt written notice if Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby or are required as a result thereof. If Engineer determines that a change in the 00710 - 31 Page 70 of 356 Contract Documents is required because of the action taken by Contractor in response to such an emergency, a Work Change Directive or Change Order will be issued. 6.17 Shop Drawings and Samples A. Contractor shall submit Shop Drawings and Samples to Engineer for review and approval in accordance with the acceptable Schedule of Submittals (as required by Paragraph 2.07). Each submittal will be identified as Engineer may require. 1. Shop Drawings a. Submit number of copies specified in the General Requirements. b. Data shown on the Shop Drawings will be complete with respect to quantities, dimensions, specified performance and design criteria, materials, and similar data to show Engineer the services, materials, and equipment Contractor proposes to provide and to enable Engineer to review the information for the limited purposes required by Paragraph 6.17.D. 2. Samples a. Submit number of Samples specified in the Specifications. b. Clearly identify each Sample as to material, Supplier, pertinent data such as catalog numbers, the use for which intended and other data as Engineer may require to enable Engineer to review the submittal for the limited purposes required by Paragraph 6.17.D. B. Where a Shop Drawing or Sample is required by the Contract Documents or the Schedule of Submittals, any related Work perfonned prior to Engineer's review and approval of the pertinent submittal will be at the sole expense and responsibility of Contractor. C. Submittal Procedures 1. Before submitting each Shop Drawing or Sample, Contractor shall have determined and verified: a. all field measurements, quantities, dimensions, specified performance and design criteria, installation requirements, materials, catalog numbers, and similar information with respect thereto; b. the suitability of all materials with respect to intended use, fabrication, shipping, handling, storage, assembly, and installation pertaining to the performance of the Work; c. all information relative to Contractor's responsibilities for means, methods, techniques, sequences, and procedures of construction, and safety precautions and programs incident thereto; and d. shall also have reviewed and coordinated each Shop Drawing or Sample with other Shop Drawings and Samples and with the requirements of the Work and the Contract Documents. 2. Each submittal shall bear a stamp or specific written certification that Contractor has satisfied Contractor's obligations under the Contract Documents with respect to Contractor's review and approval of that submittal. 3. With each submittal, Contractor shall give Engineer specific written notice of any variations, that the Shop Drawing or Sample may have from the requirements of the Contract Documents. This notice shall be both a written communication separate from the Shop Drawings or Sample submittal; and, in addition, by a specific notation made on each Shop Drawing or Sample submitted to Engineer for review and approval of each such variation. 00710 - 32 Page 71 of 356 D. Engineer's Review Engineer will provide timely review of Shop Drawings and Samples in accordance with the Schedule of Submittals acceptable to Engineer. Engineer's review and approval will be only to determine if the items covered by the submittals will, after installation or incorporation in the Work, confonn to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Engineer's review and approval will not extend to means, methods, techniques, sequences, or procedures of construction (except where a particular means, method, technique, sequence, or procedure of construction is specifically and expressly called for by the Contract Documents) or to safety precautions or programs incident thereto. The review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. 3. Engineer's review and approval shall not relieve Contractor from responsibility for any variation from the requirements of the Contract Documents unless Contractor has complied with the requirements of Paragraph 6.17.C.3 and Engineer has given written approval of each such variation by specific written notation thereof incorporated in or accompanying the Shop Drawing or Sample. Engineer's review and approval shall not relieve Contractor from responsibility for complying with the requirements of Paragraph 6.17.C.1. E. Resubmittal Procedures 1. Contractor shall make corrections required by Engineer and shall return the required number of corrected copies of Shop Drawings and submit, as required, new Samples for review and approval. Contractor shall direct specific attention in writing to revisions other than the corrections called for by Engineer on previous submittals. 6.18 Continuing the Work A. Contractor shall carry on the Work and adhere to the Progress Schedule during all disputes or disagreements with Owner. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as pennitted by Paragraph 15.04 or as Owner and Contractor may otherwise agree in writing. 6.19 Contractor's General Warranty and Guarantee A. Contractor warrants and guarantees to Owner for a period of one (1) year following the issuance of the Certificate of Completion for the project that all Work will be in accordance with the Contract Documents and will not be defective. Engineer and its Related Entities shall be entitled to rely on representation of Contractor's warranty and guarantee. B. Contractor's warranty and guarantee hereunder excludes defects or damage caused by: 1. abuse, modification, or improper maintenance or operation by persons other than. Contractor, Subcontractors, Suppliers, or any other individual or entity for whom Contractor is responsible; or 2. normal wear and tear under normal usage. C. Contractor's obligation to perform and complete the Work in accordance with the Contract Documents shall be absolute. None of the following will constitute an acceptance of Work that is not in accordance with the Contract Documents or a release of Contractor's obligation to perform the Work in accordance with the Contract Documents: 1. observations by Engineer; 2. recommendation by Engineer or payment by Owner of any progress or final payment; 00710 - 33 Page 72 of 356 3. the issuance of a certificate of Substantial Completion by Engineer or any payment related thereto by Owner; 4. use or occupancy of the Work or any part thereof by Owner; 5. any review and approval of a Shop Drawing or Sample submittal or the issuance of a notice of acceptability by Engineer; 6. any inspection, test, or approval by others; or 7. any correction of defective Work by Owner. 6.20 Indemnification A. The Contractor shall indemnify and hold harmless the City of Ocoee, and its agents, officials and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of the Contractor or persons employed or utilized by the Contractor in the performance of the construction contract. B. In any and all claims against the City of Ocoee or any of their respective consultants, agents, officers, directors, partners, or employees by any employee (or the survivor or personal representative of such employee) of Contractor, any Subcontractor, any Supplier, or any individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, the indemnification obligation under Paragraph 6.20.A shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for Contractor or any such Subcontractor, Supplier, or other individual or entity under workers' compensation acts, disability benefit acts, or other employee benefit acts. C. The indemnification obligations of Contractor under Paragraph 6.20.A shall not extend to the liability of Engineer and Engineer's officers, directors, partners, employees, agents, consultants and subcontractors arising out of 1. the preparation or approval of, or the failure to prepare or approve, maps, Drawings, opinions, reports, surveys, Change Orders, designs, or Specifications; or 2. giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage. 6.21 Delegation of Professional Design Services A. Contractor will not be required to provide professional design services unless such services are specifically required by the Contract Documents for a portion of the Work or unless such services are required to carry out Contractor's responsibilities for construction means, methods, techniques, sequences and procedures. Contractor shall not be required to provide professional services in violation of applicable law. B. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of Contractor by the Contract Documents, Owner and Engineer will specify all performance and design criteria that such services must satisfy. Contractor shall cause such services or certifications to be provided by a properly licensed professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to Engineer. C. Owner shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals. D. Pursuant to this Paragraph 6.21, Engineer's review and approval of design calculations and design drawings will be only for the limited purpose of checking for conformance with performance and design criteria given and the design concept expressed in the Contract Documents. Engineer's review and approval of Shop Drawings and other 00710 - 34 Page 73 of 356 submittals (except design calculations and design drawings) will be only for the purpose stated in Paragraph 6.17.D.1. ARTICLE 7 — OTHER WORK AT THE SITE 7.01 Related Work at Site A. Owner may perform other work related to the Project at the Site with Owner's employees, or via other direct contracts therefor, or have other work performed by utility owners. If such other work is not noted in the Contract Documents, then: 1. written notice thereof will be given to Contractor prior to starting any such other work; and 2. if Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any adjustment in the Contract Price or Contract Times that should be allowed as a result of such other work, a Claim may be made therefor as provided in Paragraph 10.05. B. Contractor shall afford each other contractor who is a party to such a direct contract, each utility owner and Owner, if Owner is performing other work with Owner's employees, proper and safe access to the Site, a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such other work, and shall properly coordinate the Work with theirs. Contractor shall do all cutting, fitting, and patching of the Work that may be required to properly connect or otherwise make its several parts come together and properly integrate with such other work. Contractor shall not endanger any work of others by cutting, excavating, or otherwise altering their work and will only cut or alter their work with the written consent of Engineer and the others whose work will be affected. The duties and responsibilities of Contractor under this Paragraph are for the benefit of such utility owners and other contractors to the extent that there are comparable provisions for the benefit of Contractor in said direct contracts between Owner and such utility owners and other contractors. C. If the proper execution or results of any part of Contractor's Work depends upon work performed by others under this Article 7, Contractor shall inspect such other work and promptly report to Engineer in writing any delays, defects, or deficiencies in such other work that render it unavailable or unsuitable for the proper execution and results of Contractor's Work. Contractor's failure to so report will constitute an acceptance of such other work as fit and proper for integration with Contractor's Work except for latent defects and deficiencies in such other work. D. The Contract Time stipulated for this Construction Contract may also include the time required for utility construction by others as addressed by any Utility Relocation Schedule(s) included within the Contract Documents or Information Available to Bidders, and/or pursuant to referenced utility relocation period(s) detailed under the Contract General Requirements 7.02 Coordination A. If Owner intends to contract with others for the performance of other work on the Project at the Site, the following will be set forth in Supplementary Conditions: 1. the individual or entity who will have authority and responsibility for coordination of the activities among the various contractors will be identified; 2. the specific matters to be covered by such authority and responsibility will be itemized; and 3. the extent of such authority and responsibilities will be provided. B. Unless otherwise provided in the Supplementary Conditions, Owner shall have sole authority and responsibility for such coordination. ,IZlyf [IMR Page 74 of 356 7.03 Legal Relationships A. Paragraphs 7.01.A and 7.02 are not applicable for utilities not under the control of Owner. B. Each other direct contract of Owner under Paragraph 7.01.A shall provide that the other contractor is liable to Owner and Contractor for the reasonable direct delay and disruption costs incurred by Contractor as a result of the other contractor's actions or inactions. C. Contractor shall be liable to Owner and any other contractor for the reasonable direct delay and disruption costs incurred by such other contractor as a result of Contractor's action or inactions. ARTICLE 8 — OWNER'S RESPONSIBILITIES 8.01 Communications to Contractor A. Except as otherwise provided in these General Conditions, Owner shall issue all communications to Contractor through Engineer. 8.02 Replacement of Engineer A. In case of termination of the employment of Engineer, Owner shall appoint an engineer to whom Contractor makes no reasonable objection, whose status under the Contract Documents shall be that of the former Engineer. 8.03 Furnish Data A. Owner shall promptly furnish the data required of Owner under the Contract Documents. 8.04 Pay When Due A. Owner shall make payments to Contractor when they are due as provided in Paragraphs 14.02.0 and 14.07.C. 8.05 Lands and Easements; Reports and Tests A. Owner's duties in respect of providing lands and easements and providing engineering surveys to establish reference points are set forth in Paragraphs 4.01 and 4.05. Paragraph 4.02 refers to Owner's identifying and making available to Contractor copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the Site that have been utilized by Engineer in preparing the Contract Documents. 8.06 Insurance A. Owner's responsibilities, if any, in respect to purchasing and maintaining liability and property insurance are set forth in Article 5. 8.07 Change Orders A. Owner is obligated to execute Change Orders as indicated in Paragraph 10.03. 8.08 Inspections, Tests, and Approvals A. Owner's responsibility in respect to certain inspections, tests, and approvals is set forth in Paragraph 13.03.13. ,I Y [IMU Page 75 of 356 8.09 Limitations on Owner's Responsibilities A. The Owner shall not supervise, direct, or have control or authority over, nor be responsible for, Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. Owner will not be responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 8.10 Undisclosed Hazardous Environmental Condition A. Owner's responsibility in respect to an undisclosed Hazardous Environmental Condition is set forth in Paragraph 4.06. ARTICLE 9 — ENGINEER'S STATUS DURING CONSTRUCTION 9.01 Owner's Representative A. Engineer will be Owner's representative during the construction period. The duties and responsibilities and the limitations of authority of Engineer as Owner's representative during construction are set forth in the Contract Documents and will not be changed without written consent of Owner and Engineer. 9.02 Visits to Site A. Engineer will make visits to the Site at intervals appropriate to the various stages of construction as Engineer deems necessary in order to observe as an experienced and qualified design professional the progress that has been made and the quality of the various aspects of Contractor's executed Work. Based on information obtained during such visits and observations, Engineer, for the benefit of Owner, will determine, in general, if the Work is proceeding in accordance with the Contract Documents. Engineer will not be required to make exhaustive or continuous inspections on the Site to check the quality or quantity of the Work. Engineer's efforts will be directed toward providing for Owner a greater degree of confidence that the completed Work will conform generally to the Contract Documents. On the basis of such visits and observations, Engineer will keep Owner informed of the progress of the Work and will endeavor to guard Owner against defective Work. B. Engineer's visits and observations are subject to all the limitations on Engineer's authority and responsibility set forth in Paragraph 9.09. Particularly, but without limitation, during or as a result of Engineer's visits or observations of Contractor's Work Engineer will not supervise, direct, control, or have authority over or be responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. 9.03 Project Representative A. Owner will furnish a Resident Project Representative to observe the perfonnance of the Work. The duties, responsibilities and limitations of authority of this Resident Project Representative (and assistants) are as follows: B. The Resident Project Representative (RPR) will act as directed by and under the supervision of OWNER, and will confer with Owner and Engineer. RPR's dealings in matters pertaining to the on -site work shall, in general, be only with Owner, Engineer, and Contractor, and dealings with subcontractors shall only be through or with the full knowledge and approval of Contractor. C. DUTIES AND RESPONSIBILITIES OF RPR ,IIIYI [IMJFA Page 76 of 356 Schedules: Review the progress schedule, schedule of Shop Drawing submittals, and schedule of values prepared by Contractor and consult with Owner and Engineer concerning the acceptability of these submittals. 2. Conferences and Meetings: Attend meetings with Contractor, such as pre -construction conferences, progress meetings, job conferences, and other project -related meetings. Communications by the RPR a. The RPR shall communicate with the Contractor on the site working principally through the Contractor's project manager and superintendent to facilitate communications between the Engineer and the Owner and to advise the Contractor and the Engineer when the construction operations need to be adjusted to serve the purposes of the Owner on the site. b. As requested by Contractor obtain from Owner and Engineer additional details or information, when required for proper execution of the work. 4. Shop Drawings and Samples a. Record date of receipt of Field Shop Drawings and samples. b. Receive samples which are furnished at the site by Contractor, and notify Engineer of the availability of samples for examination. C. Advise Engineer and Contractor of the commencement of any Work requiring a Shop Drawing or sample if the submittal has not been approved by the Engineer. Review of Work, Rejection of Defective Work, Inspections and Tests a. Conduct on -site observations of the Work in progress to assist Engineer in determining if the Work is, in general, proceeding in accordance with the Contract documents. b. Report to Owner and Engineer whenever the RPR believes that any Work will not produce a completed Project that conforms generally to the Contract Documents or will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents, or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made; and advise Owner and Engineer of work the RPR believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection or approval. C. Verify that tests, equipment and systems startups and operating and maintenance training are conducted in presence of appropriate personnel, and that Contractor maintains adequate records thereof; observe, record and report to Owner and Engineer appropriate details relative to the test procedures and startups. d. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections, and report to Owner and Engineer. 6. Interpretation of Contract Documents: Report to Engineer when clarifications and interpretations of the Contract Documents are needed and transmit to Contractor clarifications and interpretations as issued by Engineer. Modifications: Consider and evaluate Contractor's suggestions for modifications in Drawings or Specifications and report them with RPR'S recommendations to Owner and Engineer. Transmit to Contractor in writing decisions as issued by Owner and Engineer. 00710 - 38 Page 77 of 356 8. Records a. Maintain at the job site orderly files for correspondence, reports of job conferences, Shop Drawings and samples, reproductions of original Contract Documents including all Work Change Directives, Addenda, Change Orders, Field orders, additional Drawings issued subsequent to the execution of the Contract, Engineer's clarifications and interpretations of the Contract Documents, progress reports, and other Project -related documents. b. Prepare a daily report or keep a diary or log book, recording Contractor's hours on the job site, weather conditions, data relative to questions of Work Change Directives, Change Orders, or changed conditions, list of job site visitors, daily activities, decisions, observations in general, and specific observations in more detail as the case of observing test procedures; and send copies to Engineer. C. Record names, addresses, and telephone numbers of Contractor, subcontractors, and major suppliers of materials and equipment. Reports a. Contractor and Engineer shall furnish the RPR with periodic reports as required of progress of the Work and Contractor's compliance with the progress schedule. b. Contractor and Engineer shall consult with the RPR in advance of scheduled major tests, inspections or start of important phases of the Work. C. Contractor and Engineer shall work with the RPR to draft proposed Change Orders and Work Change Directives, by providing backup material. The RPR may from time to time recommend that Change Orders, Work Change Directives and Field Orders be issued. . 10. Payment Requisitions: The RPR may assist in the review of applications for payment with Contractor for compliance with the established procedure for their submission and forward with recommendations to Engineer, noting particularly the relationship of the payment requested to the schedule of values, Work completed and materials and equipment delivered at the site but not incorporated in the Work. Initial approved percentages of completion with respect to the schedule of values. it. Certificates, Maintenance and Operation Manuals: During the course of the Work, the RPR may assist to verify that certificates, maintenance and operation manuals and other data required to be assembled and furnished by Contractor are applicable to the items actually installed and in accordance with the Contract Documents, and have this material delivered to Engineer for review and forward same to Owner prior to final payment for the Work. 12. Completion a. The RPR may, before the Contractor submits a request for a substantial completion inspection, submit to the Contractor a list of observed items requiring completion or correction. The RPR may, but shall not be required, to advise the Contractor or the Engineer whether Contractor has performed inspections required by laws, rules, regulations, ordinances, codes, or orders applicable to the Work, including but not limited to those to be performed by public agencies having jurisdiction over the Work, including but not limited to, the City of Ocoee. C. The RPR may also assist in conducting final inspection together with the Engineer, Owner and Contractor and assist in preparing a final list of items to be completed and corrected. In accordance with Florida Statutes Section §218.735, within 30 calendar days of reaching substantial completion of the construction services, or 45 days if over $1.0 million construction cost, the Owner and 00710 - 39 Page 78 of 356 Contractor shall work together to develop the single list of items and the estimated cost to complete each item on the list required to render complete, satisfactory, and acceptable the construction services purchased by the Owner. See also General Conditions Section 710 of the bid package, and Section 5 of the Contract, Payment Procedures. d. The RPR may observe whether all items on final list have been completed or corrected and make recommendations to Engineer concerning acceptance and issuance of the Notice of Acceptability of the Work. D. LIMITATIONS OF AUTHORITY Resident Project Representative 1. By taking any such action as noted above, the RPR shall not be deemed to have authorized any deviation from the Contract Documents or substitution of materials or equipment (including "or -equal" items), unless same is expressly authorized by Engineer in accordance with this Agreement. 2. By taking such action as noted above, the RPR shall not be deemed to have usurped or exceeded the Engineer's authority or responsibilities , as set forth in the Agreement or the Contract Documents. 3. By taking any such action as noted above, the RPR shall not be deemed to have undertaken any of the responsibilities of the Contractor, Engineer, subcontractors, suppliers, or agents or employee's of same. 4. By taking any such action as noted above, the RPR shall not be deemed to have advised on, issued directions relative to, or assumed control over any aspect of the means, methods, techniques, sequences or procedures of construction unless such advice or directions are specifically required by the Contract Documents. 5. By taking any such action as noted above, the RPR shall not be deemed to have provided advise on, or issued directions regarding, or assumed control over safety precautions and programs in connection with the Work. 6. The RPR shall not accept Shop Drawing or sample submittals from anyone other than CONTRACTOR 7. By taking any such action as noted above, the RPR shall not be deemed to have authorized OWNER to occupy the Project in whole or in part. 8. Shall not participate in specialized field or laboratory tests or inspections conducted by others, except as specifically authorized by OWNER and ENGINEER. 9.04 Authorized Variations in Work A. Engineer may authorize minor variations in the Work from the requirements of the Contract Documents which do not involve an adjustment in the Contract Price or the Contract Times and are compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. These may be accomplished by a Field Order and will be binding on Owner and also on Contractor, who shall perform the Work involved promptly. If Owner or Contractor believes that a Field Order justifies an adjustment in the Contract Price or Contract Times, or both, and the parties are unable to agree on entitlement to or on the amount or extent, if any, of any such adjustment, a Claim may be made therefor as provided in Paragraph 10.05. 00710 - 40 Page 79 of 356 9.05 Rejecting Defective Work A. Engineer will have authority to reject Work which Engineer believes to be defective, or that Engineer believes will not produce a completed Project that conforms to the Contract Documents or that will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. Engineer will also have authority to require special inspection or testing of the Work as provided in Paragraph 13.04, whether or not the Work is fabricated, installed, or completed. 9.06 Shop Drawings, Change Orders and Payments A. In connection with Engineer's authority, and limitations thereof, as to Shop Drawings and Samples, see Paragraph 6.17. B. In connection with Engineer's authority, and limitations thereof, as to design calculations and design drawings submitted in response to a delegation of professional design services, if any, see Paragraph 6.21. C. In connection with Engineer's authority as to Change Orders, see Articles 10, 11, and 12. D. In connection with Engineer's authority as to Applications for Payment, see Article 14. 9.07 Determinations for Unit Price Work A. Engineer will determine the actual quantities and classifications of Unit Price Work performed by Contractor. Engineer will review with Contractor the Engineer's preliminary determinations on such matters before rendering a written decision thereon (by recommendation of an Application for Payment or otherwise). Engineer's written decision thereon will be final and binding (except as modified by Engineer to reflect changed factual conditions or more accurate data) upon Owner and Contractor, subject to the provisions of Paragraph 10.05. 9.08 Decisions on Requirements of Contract Documents and Acceptability of Work A. Engineer will be the initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the Work thereunder. All matters in question and other matters between Owner and Contractor arising prior to the date final payment is due relating to the acceptability of the Work, and the interpretation of the requirements of the Contract Documents pertaining to the performance of the Work, will be referred initially to Engineer in writing within 30 days of the event giving rise to the question. B. Engineer will, with reasonable promptness, render a written decision on the issue referred. If Owner or Contractor believe that any such decision entitles them to an adjustment in the Contract Price or Contract Times or both, a Claim may be made under Paragraph 10.05. The date of Engineer's decision shall be the date of the event giving rise to the issues referenced for the purposes of Paragraph 10.05.13. C. Engineer's written decision on the issue referred will be final and binding on Owner and Contractor, subject to the provisions of Paragraph 10.05. D. When functioning as interpreter and judge under this Paragraph 9.08, Engineer will not show partiality to Owner or Contractor and will not be liable in connection with any interpretation or decision rendered in good faith in such capacity. 9.09 Limitations on Engineer's Authority and Responsibilities A. Neither Engineer's authority or responsibility under this Article 9 or under any other provision of the Contract Documents nor any decision made by Engineer in good faith either to exercise or not exercise such authority or responsibility or the undertaking, exercise, or performance of any authority or responsibility by Engineer shall create, impose, or give rise to any duty in contract, tort, or otherwise owed by Engineer to Contractor, any Subcontractor, any Supplier, any other individual or entity, or to any surety for or employee or agent of any of them. 00710 - 41 Page 80 of 356 B. Engineer will not supervise, direct, control, or have authority over or be responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. Engineer will not be responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. C. Engineer will not be responsible for the acts or omissions of Contractor or of any Subcontractor, any Supplier, or of any other individual or entity performing any of the Work. D. Engineer's review of the final Application for Payment and accompanying documentation and all maintenance and operating instructions, schedules, guarantees, bonds, certificates of inspection, tests and approvals, and other documentation required to be delivered by Paragraph 14.07.A will only be to determine generally that their content complies with the requirements of, and in the case of certificates of inspections, tests, and approvals that the results certified indicate compliance with the Contract Documents. E. The limitations upon authority and responsibility set forth in this Paragraph 9.09 shall also apply to the Resident Project Representative, if any, and assistants, if any. ARTICLE 10 — CHANGES IN THE WORK; CLAIMS 10.01 Authorized Changes in the Work A. Without invalidating the Contract and without notice to any surety, Owner may, subject to written approval by Agency at any time or from time to time, order additions, deletions, or revisions in the Work by a Change Order, or a Work Change Directive. Upon receipt of any such document, Contractor shall promptly proceed with the Work involved which will be performed under the applicable conditions of the Contract Documents (except as otherwise specifically provided). B. If Owner and Contractor are unable to agree on entitlement to, or on the amount or extent, if any, of an adjustment in the Contract Price or Contract Times, or both, that should be allowed as a result of a Work Change Directive, a Claim may be made therefor as provided in Paragraph 10.05. 10.02 Unauthorized Changes in the Work A. Contractor shall not be entitled to an increase in the Contract Price or an extension of the Contract Times with respect to any work performed that is not required by the Contract Documents as amended, modified, or supplemented as provided in Paragraph 3.04, except in the case of an emergency as provided in Paragraph 6.16 or in the case of uncovering Work as provided in Paragraph 13.04.13. 10.03 Execution of Change Orders A. Owner and Contractor shall execute appropriate Change Orders recommended by Engineer covering: 1. changes in the Work which are: (i) ordered by Owner pursuant to Paragraph 10.0l .A, (ii) required because of acceptance of defective Work under Paragraph 13.08.A or Owner's correction of defective Work under Paragraph 13.09, or (iii) agreed to by the parties; 2. changes in the Contract Price or Contract Times which are agreed to by the parties, including any undisputed sum or amount of time for Work actually performed in accordance with a Work Change Directive; and 3. changes in the Contract Price or Contract Times which embody the substance of any written decision rendered by Engineer pursuant to Paragraph 10.05; provided that, in lieu of executing any such Change Order, an appeal may be taken from any such decision in accordance with the provisions of the Contract Documents and applicable Laws and Regulations, but during any such appeal, Contractor shall carry on the Work and adhere to the Progress Schedule as provided in Paragraph 6.18.A. 00710 - 42 Page 81 of 356 10.04 Notification to Surety A. If notice of any change affecting the general scope of the Work or the provisions of the Contract Documents (including, but not limited to, Contract Price or Contract Times) is required by the provisions of any bond to be given to a surety, the giving of any such notice will be Contractor's responsibility. The amount of each applicable bond will be adjusted to reflect the effect of any such change. 10.05 Claims A. Engineer's Decision Required: All Claims, except those waived pursuant to Paragraph 14.09, shall be referred to the Engineer for decision. A decision by Engineer shall be required as a condition precedent to any exercise by Owner or Contractor of any rights or remedies either may otherwise have under the Contract Documents or by Laws and Regulations in respect of such Claims. B. Notice: Written notice stating the general nature of each Claim shall be delivered by the claimant to Engineer and the other party to the Contract promptly (but in no event later than 30 days) after the start of the event giving rise thereto. The responsibility to substantiate a Claim shall rest with the party making the Claim. Notice of the amount or extent of the Claim, with supporting data shall be delivered to the Engineer and the other party to the Contract within 60 days after the start of such event (unless Engineer allows additional time for claimant to submit additional or more accurate data in support of such Claim). A Claim for an adjustment in Contract Price shall be prepared in accordance with the provisions of Paragraph 12.01.13. A Claim for an adjustment in Contract Time shall be prepared in accordance with the provisions of Paragraph 12.02.8. Each Claim shall be accompanied by claimant's written statement that the adjustment claimed is the entire adjustment to which the claimant believes it is entitled as a result of said event. The opposing parry shall submit any response to Engineer and the claimant within 30 days after receipt of the claimant's last submittal (unless Engineer allows additional time). C. Engineer's Action: Engineer will review each Claim and, within 30 days after receipt of the last submittal of the claimant or the last submittal of the opposing party, if any, take one of the following actions in writing: 1. deny the Claim in whole or in part, 2. approve the Claim, or 3. notify the parties that the Engineer is unable to resolve the Claim if, in the Engineer's sole discretion, it would be inappropriate for the Engineer to do so. For purposes of further resolution of the Claim, such notice shall be deemed a denial. D. In the event that Engineer does not take action on a Claim within said 30 days, the Claim shall be deemed denied. E. Engineer's written action under Paragraph 10.05.0 or denial pursuant to Paragraphs 10.05.C.3 or 10.05.1) will be final and binding upon Owner and Contractor, unless Owner or Contractor invoke the dispute resolution procedure set forth in Article 16 within 30 days of such action or denial. F. No Claim for an adjustment in Contract Price or Contract Times will be valid if not submitted in accordance with this Paragraph 10.05. ARTICLE 11— COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK 11.01 Cost of the Work A. Costs Included: The term Cost of the Work means the sum of all costs, except those excluded in Paragraph 11.01.13, necessarily incurred and paid by Contractor in the proper performance of the Work. When the value of any Work covered by a Change Order or when a Claim for an adjustment in Contract Price is determined on the basis of Cost of the Work, the costs to be reimbursed to Contractor will be only those additional or incremental costs required because of the change in the Work or because of the event giving rise to the Claim. Except as otherwise 00710 - 43 Page 82 of 356 may be agreed to in writing by Owner, such costs shall be in amounts no higher than those prevailing in the locality of the Project, shall include only the following items, and shall not include any of the costs itemized in Paragraph 11.01.13. Payroll costs for employees in the direct employ of Contractor in the performance of the Work under schedules of job classifications agreed upon by Owner and Contractor. Such employees shall include, without limitation, superintendents, foremen, and other personnel employed full time at the Site. Payroll costs for employees not employed full time on the Work shall be apportioned on the basis of their time spent on the Work. Payroll costs shall include, but not be limited to, salaries and wages plus the cost of fringe benefits, which shall include social security contributions, unemployment, excise, and payroll taxes, workers' compensation, health and retirement benefits, bonuses, sick leave, vacation and holiday pay applicable thereto. The expenses of performing Work outside of regular working hours, on Saturday, Sunday, or legal holidays, shall be included in the above to the extent authorized by Owner. 2. Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and storage thereof, and Suppliers' field services required in connection therewith. All cash discounts shall accrue to Contractor unless Owner deposits funds with Contractor with which to make payments, in which case the cash discounts shall accrue to Owner. All trade discounts, rebates and refunds and returns from sale of surplus materials and equipment shall accrue to Owner, and Contractor shall make provisions so that they may be obtained. 3. Payments made by Contractor to Subcontractors for Work performed by Subcontractors. If required by Owner, Contractor shall obtain competitive bids from subcontractors acceptable to Owner and Contractor and shall deliver such bids to Owner, who will then determine, with the advice of Engineer, which bids, if any, will be acceptable. If any subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work plus a fee, the Subcontractor's Cost of the Work and fee shall be determined in the same manner as Contractor's Cost of the Work and fee as provided in this Paragraph 11.01. 4. Costs of special consultants (including but not limited to Engineers, architects, testing laboratories, surveyors, attorneys, and accountants) employed for services specifically related to the Work. 5. Supplemental costs including the following: a. The proportion of necessary transportation, travel, and subsistence expenses of Contractor's employees incurred in discharge of duties connected with the Work. b. Cost, including transportation and maintenance, of all materials, supplies, equipment, machinery, appliances, office, and temporary facilities at the Site, and hand tools not owned by the workers, which are consumed in the performance of the Work, and cost, less market value, of such items used but not consumed which remain the property of Contractor. c. Rentals of all construction equipment and machinery, and the parts thereof whether rented from Contractor or others in accordance with rental agreements approved by Owner with the advice of Engineer, and the costs of transportation, loading, unloading, assembly, dismantling, and removal thereof. All such costs shall be in accordance with the terms of said rental agreements. The rental of any such equipment, machinery, or parts shall cease when the use thereof is no longer necessary for the Work. d. Sales, consumer, use, and other similar taxes related to the Work, and for which Contractor is liable, imposed by Laws and Regulations. e. Deposits lost for causes other than negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, and royalty payments and fees for permits and licenses. 00710 - 44 Page 83 of 356 f. Losses and damages (and related expenses) caused by damage to the Work, not compensated by insurance or otherwise, sustained by Contractor in connection with the performance of the Work (except losses and damages within the deductible amounts of property insurance established in accordance with Paragraph 5.06.1)), provided such losses and damages have resulted from causes other than the negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable. Such losses shall include settlements made with the written consent and approval of Owner. No such losses, damages, and expenses shall be included in the Cost of the Work for the purpose of determining Contractor's fee. g. The cost of utilities, fuel, and sanitary facilities at the Site. h. Minor expenses such as telegrams, long distance telephone calls, telephone service at the Site, expressages, and similar petty cash items in connection with the Work. i. The costs of premiums for all bonds and insurance Contractor is required by the Contract Documents to purchase and maintain. B. Costs Excluded: The term Cost of the Work shall not include any of the following items: Payroll costs and other compensation of Contractor's officers, executives, principals (of partnerships and sole proprietorships), general managers, safety managers, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel employed by Contractor, whether at the Site or in Contractor's principal or branch office for general administration of the Work and not specifically included in the agreed upon schedule of job classifications referred to in Paragraph 11.0I.A.I or specifically covered by Paragraph 11.0I.A.4, all of which are to be considered administrative costs covered by the Contractor's fee. 2. Expenses of Contractor's principal and branch offices other than Contractor's office at the Site. 3. Any part of Contractor's capital expenses, including interest on Contractor's capital employed for the Work and charges against Contractor for delinquent payments. 4. Costs due to the negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property. 5. Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly included in Paragraphs I LO LA and 11.01.13. C. Contractor's Fee: When all the Work is performed on the basis of cost-plus, Contractor's fee shall be determined as set forth in the Agreement. When the value of any Work covered by a Change Order or when a Claim for an adjustment in Contract Price is determined on the basis of Cost of the Work, Contractor's fee shall be determined as set forth in Paragraph 12.01.C. D. Documentation: Whenever the Cost of the Work for any purpose is to be determined pursuant to Paragraphs 11.0 LA and 11.01.13, Contractor will establish and maintain records thereof in accordance with generally accepted accounting practices and submit in a form acceptable to Engineer an itemized cost breakdown together with supporting data. 11.02 Allowances A. It is understood that Contractor has included in the Contract Price all allowances so named in the Contract Documents and shall cause the Work so covered to be performed for such sums and by such persons or entities as may be acceptable to Owner and Engineer. 00710 - 45 Page 84 of 356 B. Cash Allowances 1. Contractor agrees that: a. the cash allowances include the cost to Contractor (less any applicable trade discounts) of materials and equipment required by the allowances to be delivered at the Site, and all applicable taxes; and b. Contractor's costs for unloading and handling on the Site, labor, installation, overhead, profit, and other expenses contemplated for the cash allowances have been included in the Contract Price and not in the allowances, and no demand for additional payment on account of any of the foregoing will be valid. C. Contingency Allowance Contractor agrees that a contingency allowance, if any, is for the sole use of Owner to cover unanticipated costs. D. Prior to final payment, an appropriate Change Order will be issued as recommended by Engineer to reflect actual amounts due Contractor on account of Work covered by allowances, and the Contract Price shall be correspondingly adjusted. 11.03 Unit Price Work A. Where the Contract Documents provide that all or part of the Work is to be Unit Price Work, initially the Contract Price will be deemed to include for all Unit Price Work an amount equal to the sum of the unit price for each separately identified item of Unit Price Work times the estimated quantity of each item as indicated in the Agreement. B. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of comparison of Bids and determining an initial Contract Price. Determinations of the actual quantities and classifications of Unit Price Work performed by Contractor will be made by Engineer subject to the provisions of Paragraph 9.07. C. Each unit price will be deemed to include an amount considered by Contractor to be adequate to cover Contractor's overhead and profit for each separately identified item. D. Owner or Contractor may make a Claim for an adjustment in the Contract Price in accordance with Paragraph 10.05 if: 1. the Bid price of a particular item of Unit Price Work amounts to more than 5 percent of the Contract Price and the variation in the quantity of that particular item of Unit Price Work performed by Contractor differs by more than 25 percent from the estimated quantity of such item indicated in the Agreement; and 2. there is no corresponding adjustment with respect to any other item of Work; and 3. Contractor believes that Contractor is entitled to an increase in Contract Price as a result of having incurred additional expense or Owner believes that Owner is entitled to a decrease in Contract Price and the parties are unable to agree as to the amount of any such increase or decrease. ARTICLE 12 — CHANGE OF CONTRACT PRICE; CHANGE OF CONTRACT TIMES 12.01 Change of Contract Price A. The Contract Price may only be changed by a Change Order. Any Claim for an adjustment in the Contract Price shall be based on written notice submitted by the party making the Claim to the Engineer and the other party to the Contract in accordance with the provisions of Paragraph 10.05. 00710 - 46 Page 85 of 356 B. The value of any Work covered by a Change Order or of any Claim for an adjustment in the Contract Price will be determined as follows: 1. where the Work involved is covered by unit prices contained in the Contract Documents, by application of such unit prices to the quantities of the items involved (subject to the provisions of Paragraph 11.03); or 2. where the Work involved is not covered by unit prices contained in the Contract Documents, by a mutually agreed lump sum (which may include an allowance for overhead and profit not necessarily in accordance with Paragraph 12.01.C.2); or 3. where the Work involved is not covered by unit prices contained in the Contract Documents and agreement to a lump sum is not reached under Paragraph 12.01.B.2, on the basis of the Cost of the Work (determined as provided in Paragraph 11.01) plus a Contractor's fee for overhead and profit (determined as provided in Paragraph 12.01.C). C. Contractor's Fee: The Contractor's fee for overhead and profit shall be determined as follows: 1. a mutually acceptable fixed fee; or 2. if a fixed fee is not agreed upon, then a fee based on the following percentages of the various portions of the Cost of the Work: a. for costs incurred under Paragraphs 1 LOLA. I and 11.O1.A.2, the Contractor's fee shall be 15 percent; b. for costs incurred under Paragraph 11.01.A.3, the Contractor's fee shall be five percent; c. where one or more tiers of subcontracts are on the basis of Cost of the Work plus a fee and no fixed fee is agreed upon, the intent of Paragraph 12.01.C.2.a is that the Subcontractor who actually performs the Work, at whatever tier, will be paid a fee of 15 percent of the costs incurred by such Subcontractor under Paragraphs 11.01.A.1 and 11.01.A.2 and that any higher tier Subcontractor and Contractor will each be paid a fee of five percent of the amount paid to the next lower tier Subcontractor; d. no fee shall be payable on the basis of costs itemized under Paragraphs 11.01.A.4, 11.01.A.5, and 11.01.13; e. the amount of credit to be allowed by Contractor to Owner for any change which results in a net decrease in cost will be the amount of the actual net decrease in cost plus a deduction in Contractor's fee by an amount equal to five percent of such net decrease; and f when both additions and credits are involved in any one change, the adjustment in Contractor's fee shall be computed on the basis of the net change in accordance with Paragraphs 12.01.C.2.a through 12.01.C.2.e, inclusive. g. Equipment: For any machinery or special equipment (other than small tools), including fuel and lubricant, the Contractor will receive 1.00% of the "Rental Rate Blue Book" for the actual time that such equipment is in operation on the work, and 50% of the "Rental Rate Blue Book" for the time the equipment is directed to standby and remain on the project site. The equipment rates will be based on the latest edition (version current at the time of bid) of the "Rental Rate Blue Book for Construction Equipment" or the "Rental Rate Blue Book for Older Construction Equipment," whichever is applicable, as published by Machinery Information Division of PRIMEDIA Information, Inc.( version current at the time of bid), using all instructions and adjustments contained therein and as modified below. On all projects, the Engineer will adjust the rates using regional adjustments and Rate Adjustment Tables according to the instructions in the "Blue Book". 00710 - 47 Page 86 of 356 h. The Monthly Rate is the Basic Machine Rate Plus Any Attachments. Standby rates will apply when equipment is not in operation and is directed by the Engineer to standby at the project site when needed again to complete work and the cost of moving the equipment will exceed the accumulated standby cost. Standby rates will not apply on any day the equipment operates eight or more hours. Standby payment will be limited to only that number of hours which, when added to the operating time of that day equals eight hours. Standby payment will not be made on days that are not normally considered workdays on the project. i. The Owner will allow for the cost of transporting the equipment to and from the location at which it will be used. If the equipment requires assembly or disassembly for transport, the Owner will pay for the time to perform this work at the rate of standby equipment 12.02 Change of Contract Times A. The Contract Times may only be changed by a Change Order. Any Claim for an adjustment in the Contract Times shall be based on written notice submitted by the party making the Claim to the Engineer and the other party to the Contract in accordance with the provisions of Paragraph 10.05. B. Any adjustment of the Contract Times covered by a Change Order or any Claim for an adjustment in the Contract Times will be determined in accordance with the provisions of this Article 12. 12.03 Delays A. Where Contractor is prevented from completing any part of the Work within the Contract Times due to delay beyond the control of Contractor, the Contract Times will be extended in an amount equal to the time lost due to such delay if a Claim is made therefor as provided in Paragraph 12.02.A. Delays beyond the control of Contractor shall include, but not be limited to, acts or neglect by Owner, acts or neglect of utility owners or other contractors performing other work as contemplated by Article 7, fires, floods, epidemics, abnormal weather conditions, or acts of God. B. If Owner, Engineer, or other contractors or utility owners performing other work for Owner as contemplated by Article 7, or anyone for whom Owner is responsible, delays, disrupts, or interferes with the performance or progress of the Work, then Contractor shall be entitled to an equitable adjustment in the Contract Price or the Contract Times, or both. Contractor's entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essential to Contractor's ability to complete the Work within the Contract Times. C. If Contractor is delayed in the performance or progress of the Work by fire, flood, epidemic, abnormal weather conditions, acts of God, acts or failures to act of utility owners not under the control of Owner, or other causes not the fault of and beyond control of Owner and Contractor, then Contractor shall be entitled to an equitable adjustment in Contract Times, if such adjustment is essential to Contractor's ability to complete the Work within the Contract Times. Such an adjustment shall be Contractor's sole and exclusive remedy for the delays described in this Paragraph 12.03.B. 1. delays caused by or within the control of Contractor; or D. Owner, Engineer and the Related Entities of each of them shall not be liable to Contractor for any claims, costs, losses, or damages (including but not limited to all fees and charges of Engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by Contractor on or in connection with any other project or anticipated project. E. Contractor shall not be entitled to an adjustment in Contract Price or Contract Times for delays within the control of Contractor. Delays attributable to and within the control of a Subcontractor or Supplier shall be deemed to be delays within the control of Contractor. 00710 - 48 Page 87 of 356 ARTICLE 13 — TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK 13.01 Notice of Defects A. Prompt notice of all defective Work of which Owner or Engineer has actual knowledge will be given to Contractor. All defective Work may be rejected, corrected, or accepted as provided in this Article 13. 13.02 Access to Work A. Owner, Engineer, their consultants and other representatives and personnel of Owner, independent testing laboratories, and governmental agencies with jurisdictional interests will have access to the Site and the Work at reasonable times for their observation, inspecting, and testing. Contractor shall provide them proper and safe conditions for such access and advise them of Contractor's Site safety procedures and programs so that they may comply therewith as applicable. 13.03 Tests and Inspections A. Contractor shall give Engineer timely notice of readiness of the Work for all required inspections, tests, or approvals and shall cooperate with inspection and testing personnel to facilitate required inspections or tests. B. Owner shall employ and pay for the services of an independent testing laboratory to perform all inspections, tests, or approvals required by the Contract Documents except: 1. for inspections, tests, or approvals covered by Paragraphs 13.03.0 and 13.03.1) below; 2. that costs incurred in connection with tests or inspections conducted pursuant to Paragraph 13.04.13 shall be paid as provided in said Paragraph 13.04.C; and 3. as otherwise specifically provided in the Contract Documents. C. If Laws or Regulations of any public body having jurisdiction require any Work (or part thereof) specifically to be inspected, tested, or approved by an employee or other representative of such public body, Contractor shall assume full responsibility for arranging and obtaining such inspections, tests, or approvals, pay all costs in connection therewith, and furnish Engineer the required certificates of inspection or approval. Inspections required by the Contract Documents for pre-engineered, prefabricated or precast structural components shall be performed at the place of manufacture upon each stage of manufacture, by a registered professional engineer licensed in the State of Florida (other than the Manufacturer's Specialty Engineer) or a person under his direct supervision. Two (2) copies of a written report of such inspection shall be provided to the Engineer prior to delivery to the site and shall be prepared by the inspector and each copy shall bear the seal and signature of the respective registered professional engineer. The costs for these inspections and reports shall be paid for by the Contractor. D. Contractor shall be responsible for arranging and obtaining and shall pay all costs in connection with any inspections, tests, or approvals required for Owner's and Engineer's acceptance of materials or equipment to be incorporated in the Work; or acceptance of materials, mix designs, or equipment submitted for approval prior to Contractor's purchase thereof for incorporation in the Work. Such inspections, tests, or approvals shall be performed by organizations acceptable to Owner and Engineer. E. If any Work (or the work of others) that is to be inspected, tested, or approved is covered by Contractor without written concurrence of Engineer, it must, if requested by Engineer, be uncovered for observation. F. Uncovering Work as provided in Paragraph 13.03.E shall be at Contractor's expense unless Contractor has given Engineer timely notice of Contractor's intention to cover the same and Engineer has not acted with reasonable promptness in response to such notice. 00710 - 49 Page 88 of 356 13.04 Uncovering Work A. If any Work is covered contrary to the written request of Engineer, it must, if requested by Engineer, be uncovered for Engineer's observation and replaced at Contractor's expense. B. If Engineer considers it necessary or advisable that covered Work be observed by Engineer or inspected or tested by others, Contractor, at Engineer's request, shall uncover, expose, or otherwise make available for observation, inspection, or testing as Engineer may require, that portion of the Work in question, furnishing all necessary labor, material, and equipment. Contractor shall have no claim for delay or disruption based upon the Engineer's reasonable actions under this paragraph. C. If it is found that the uncovered Work is defective, Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such uncovering, exposure, observation, inspection, and testing, and of satisfactory replacement or reconstruction (including but not limited to all costs of repair or replacement of work of others); and Owner shall be entitled to an appropriate decrease in the Contract Price. If the parties are unable to agree as to the amount thereof, Owner may make a Claim therefor as provided in Paragraph 10.05. D. If, the uncovered Work is not found to be defective, Contractor shall be allowed an increase in the Contract Price or an extension of the Contract Times, or both, directly attributable to such uncovering, exposure, observation, inspection, testing, replacement, and reconstruction. If the parties are unable to agree as to the amount or extent thereof, Contractor may make a Claim therefor as provided in Paragraph 10.05. 13.05 Owner May Stop the Work A. If the Work is defective, or Contractor fails to supply sufficient skilled workers or suitable materials or equipment, or fails to perform the Work in such a way that the completed Work will conform to the Contract Documents, Owner may order Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, this right of Owner to stop the Work shall not give rise to any duty on the part of Owner to exercise this right for the benefit of Contractor, any Subcontractor, any Supplier, any other individual or entity, or any surety for, or employee or agent of any of them. 13.06 Correction or Removal of Defective Work A. Promptly after receipt of notice, Contractor shall correct all defective Work, whether or not fabricated, installed, or completed, or, if the Work has been rejected by Engineer, remove it from the Project and replace it with Work that is not defective. Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such correction or removal (including but not limited to all costs of repair or replacement of work of others). Contractor shall have no claim for delay or disruption based upon the Engineer's reasonable actions under this paragraph. B. When correcting defective Work under the terms of this Paragraph 13.06 or Paragraph 13.07, Contractor shall take no action that would void or otherwise impair Owner's special warranty and guarantee, if any, on said Work. 13.07 Correction Period A. If within one year after the date of Substantial Completion (or such longer period of time as may be prescribed by the terms of any applicable special guarantee required by the Contract Documents) or by any specific provision of the Contract Documents, any Work is found to be defective, or if the repair of any damages to the land or areas made available for Contractor's use by Owner or permitted by Laws and Regulations as contemplated in. Paragraph 6.1 LA is found to be defective, Contractor shall promptly, without cost to Owner and in accordance with Owner's written instructions: 00710 - 50 Page 89 of 356 1. repair such defective land or areas; or 2. correct such defective Work; or 3. if the defective Work has been rejected by Owner, remove it from the Project and replace it with Work that is not defective, and 4. satisfactorily correct or repair or remove and replace any damage to other Work, to the work of others or other land or areas resulting therefrom. B. If Contractor does not promptly comply with the terms of Owner's written instructions, or in an emergency where delay would cause serious risk of loss or damage, Owner may have the defective Work corrected or repaired or may have the rejected Work removed and replaced. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such correction or repair or such removal and replacement (including but not limited to all costs of repair or replacement of work of others) will be paid by Contractor. C. In special circumstances where a particular item of equipment is placed in continuous service before Substantial Completion of all the Work, the correction period for that item may start to run from an earlier date if so provided in the Specifications. D. Where defective Work (and damage to other Work resulting therefrom) has been corrected or removed and replaced under this Paragraph 13.07, the correction period hereunder with respect to such Work will be extended for an additional period of one year after such correction or removal and replacement has been satisfactorily completed. E. Contractor's obligations under this Paragraph 13.07 are in addition to any other obligation or warranty. The provisions of this Paragraph 13.07 shall not be construed as a substitute for or a waiver of the provisions of any applicable statute of limitation or repose. 13.08 Acceptance of Defective Work A. If, instead of requiring correction or removal and replacement of defective Work, Owner (and, prior to Engineer's recommendation of final payment, Engineer) prefers to accept it, Owner may do so. Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) attributable to Owner's evaluation of and determination to accept such defective Work (such costs to be approved by Engineer as to reasonableness) and the diminished value of the Work to the extent not otherwise paid by Contractor pursuant to this sentence. If any such acceptance occurs prior to Engineer's recommendation of final payment, a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work, and Owner shall be entitled to an appropriate decrease in the Contract Price, reflecting the diminished value of Work so accepted. If the parties are unable to agree as to the amount thereof, Owner may make a Claim therefor as provided in Paragraph 10.05. If the acceptance occurs after such recommendation, an appropriate amount will be paid by Contractor to Owner. 13.09 Owner May Correct Defective Work A. If Contractor fails within a reasonable time after written notice from. Engineer to correct defective Work or to remove and replace rejected Work as required by Engineer in accordance with Paragraph 13.06.A, or if Contractor fails to perform the Work in accordance with the Contract Documents, or if Contractor fails to comply with any other provision of the Contract Documents, Owner may, after seven days written notice to Contractor, correct or remedy any such deficiency. B. In exercising the rights and remedies under this Paragraph 13.09, Owner shall proceed expeditiously. In connection with such corrective or remedial action, Owner may exclude Contractor from all or part of the Site, take possession 00710 - 51 Page 90 of 356 of all or part of the Work and suspend Contractor's services related thereto, take possession of Contractor's tools, appliances, construction equipment and machinery at the Site, and incorporate in the Work all materials and equipment stored at the Site or for which Owner has paid Contractor but which are stored elsewhere. Contractor shall allow Owner, Owner's representatives, agents and employees, Owner's other contractors, and Engineer and Engineer's consultants access to the Site to enable Owner to exercise the rights and remedies under this Paragraph. C. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) incurred or sustained by Owner in exercising the rights and remedies under this Paragraph 13.09 will be charged against Contractor, and a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work; and Owner shall be entitled to an appropriate decrease in the Contract Price. If the parties are unable to agree as to the amount of the adjustment, Owner may make a Claim therefor as provided in Paragraph 10.05. Such claims, costs, losses and damages will include but not be limited to all costs of repair, or replacement of work of others destroyed or damaged by correction, removal, or replacement of Contractor's defective Work. D. Contractor shall not be allowed an extension of the Contract Times because of any delay in the performance of the Work attributable to the exercise by Owner of Owner's rights and remedies under this Paragraph 13.09. ARTICLE 14 — PAYMENTS TO CONTRACTOR AND COMPLETION 14.01 Schedule of Values A. The Schedule of Values established as provided in Paragraph 2.07.A will serve as the basis for progress payments and will be incorporated into a form of Application for Payment acceptable to Engineer. Progress payments on account of Unit Price Work will be based on the number of units completed. 14.02 Progress Payments A. Applications for Payments Not later than ten (10) days before the date established in the Agreement for each progress payment (but not more often than once a month), Contractor shall submit to Engineer for review an Application for Payment filled out and signed by Contractor covering the Work completed as of the date of the Application and accompanied by such supporting documentation as is required by the Contract Documents. If payment is requested on the basis of materials and equipment not incorporated in the Work 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 a bill of sale, invoice, or other documentation indicating that the Contractor has either paid for such materials or equipment or warranting that Owner has received the materials and equipment free and clear of all Liens and evidence that the materials and equipment are covered by appropriate property insurance or other arrangements to protect Owner's interest therein, all of which must be satisfactory to Owner. The Contractor shall furnish evidence that payment received on the basis of materials and equipment not incorporated but delivered and suitably stored, has in fact been paid to the respective supplier(s) on submission of the next application for payment submitted by the Contractor. Failure to provide such evidence of payment shall result in the withdrawal of previous approval(s) and removal of the related equipment from the next submitted Application for Payment." 2. Beginning with the second Application for Payment, each Application shall include an affidavit of Contractor stating that all previous progress payments received on account of the Work have been applied on account to discharge Contractor's legitimate obligations associated with prior Applications for Payment. 3. The amount of retainage with respect to progress payments will be as stipulated in the Agreement. B. Review of Applications ,I & UMN Page 91 of 356 1. Engineer will, within 10 days after receipt of each Application for Payment, either indicate in writing a recommendation of payment and present the Application to Owner or return the Application to Contractor indicating in writing Engineer's reasons for refusing to recommend payment. In the latter case, Contractor may make the necessary corrections and resubmit the Application. 2. Engineer's recommendation of any payment requested in an Application for Payment will constitute a representation by Engineer to Owner, based on Engineer's observations on the Site of the executed Work as an experienced and qualified design professional and on Engineer's review of the Application for Payment and the accompanying data and schedules, that to the best of Engineer's knowledge, information and belief: a. the Work has progressed to the point indicated; b. the quality of the Work is generally in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents, to a final determination of quantities and classifications for Unit Price Work under Paragraph 9.07, and to any other qualifications stated in the recommendation); and c. the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far as it is Engineer's responsibility to observe the Work. 3. By recommending any such payment Engineer will not thereby be deemed to have represented that: a. inspections made to check the quality or the quantity of the Work as it has been performed have been exhaustive, extended to every aspect of the Work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to Engineer in the Contract Documents; or b. that there may not be other matters or issues between the parties that might entitle Contractor to be paid additionally by Owner or entitle Owner to withhold payment to Contractor. 4. Neither Engineer's review of Contractor's Work for the purposes of recommending payments nor Engineer's recommendation of any payment, including final payment, will impose responsibility on Engineer: a. to supervise, direct, or control the Work, or b. for the means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or c. for Contractor's failure to comply with Laws and Regulations applicable to Contractor's performance of the Work, or d. to make any examination to ascertain how or for what purposes Contractor has used the moneys paid on account of the Contract Price, or e. to determine that title to any of the Work, materials, or equipment has passed to Owner free and clear of any Liens. 5. Engineer may refuse to recommend the whole or any part of any payment if, in Engineer's opinion, it would be incorrect to make the representations to Owner stated in Paragraph 14.02.13.2. Engineer may also refuse to recommend any such payment or, because of subsequently discovered evidence or the results of subsequent inspections or tests, revise or revoke any such payment recommendation previously made, to such extent as may be necessary in Engineer's opinion to protect Owner from loss because: a. the Work is defective, or completed Work has been damaged, requiring correction or replacement; 00710 - 53 Page 92 of 356 b. the Contract Price has been reduced by Change Orders; c. Owner has been required to correct defective Work or complete Work in accordance with Paragraph 13.09; or d. Engineer has actual knowledge of the occurrence of any of the events enumerated in Paragraph 15.02.A. C. Payment Becomes Due 1. Not later than Twenty-five (25) days after the Application for Payment to the Owner is stamped as received by the City, the amount recommended by the Engineer, will (subject to the provisions of Paragraph 14.02.13) become due, and when due will be paid by Owner to Contractor. 2. If the Contractor and its Surety shall fail to pay any undisputed claims, made in writing to Owner within thirty (30) days after completion of the Work, but continuing unsatisfied for a period of ninety (90) days, Owner, at its sole discretion and option, may pay such undisputed claim and deduct the amount thereof from the balance due Contractor; if Owner deems such action to be in its best interests. Owner may also, with the written consent of Contractor and its Surety, use any monies retained, due, or to become due under this Contract for the purpose of paying for both labor and materials for the Work, for disputed claims or claims that have not been filed. 3. All monies paid by Owner in settlement of claims as set forth above, with the costs and expenses incurred by Owner in connection therewith, shall be charged to Contractor, shall bear interest at the then existing legal rate of interest under the laws of the State of Florida; and shall be deducted from the next payment due Contractor under the terms of this Contract. D. Reduction in Payment 1. Owner may refuse to make payment of the full amount recommended by Engineer because: a. claims have been made against Owner on account of Contractor's performance or furnishing of the Work; b. Liens have been filed in connection with the Work, except where Contractor has delivered a specific bond satisfactory to Owner to secure the satisfaction and discharge of such Liens; c. the Contractor's performance or furnishing of the Work is inconsistent with funding Agency requirements; d. there are other items entitling Owner to a set-off against the amount recommended including but not limited to, the aggregation of liquidated damages; or e. Owner has actual knowledge of the occurrence of any of the events enumerated in Paragraphs 14.02.B.5.a through 14.02.B.5.c or Paragraph 15.02.A. 2. If Owner refuses to make payment of the full amount recommended by Engineer, Owner will give Contractor immediate written notice (with a copy to Engineer) stating the reasons for such action and promptly pay Contractor any amount remaining after deduction of the amount so withheld. Owner shall promptly pay Contractor the amount so withheld, or any adjustment thereto agreed to by Owner and Contractor, when Contractor corrects to Owner's satisfaction the reasons for such action. 3. If it is subsequently determined that Owner's refusal of payment was not justified, the amount wrongfully withheld shall be treated as an amount due as determined by Paragraph 14.02.C.1. 00710 - 54 Page 93 of 356 14.03 Contractor's Warranty of Title A. Contractor warrants and guarantees that title to all Work, materials, supplies and equipment covered by any Application for Payment, whether incorporated in the Project or not, will pass to Owner no later than the time of payment free and clear of all Liens. No materials or supplies for the Work shall be purchased subject to any security interest, or under a conditional sales contract or other agreement by which an interest is retained by the seller. 14.04 Substantial Completion A. When Contractor considers the entire Work ready for its intended use Contractor shall notify Owner and Engineer in writing that the entire Work is substantially complete (except for items specifically listed by Contractor as incomplete) and request that Engineer issue a certificate of Substantial Completion. B. Promptly after Contractor's notification, Owner, Agency, Contractor, and Engineer shall make a prefinal inspection of the Work to determine the status of completion. If Engineer does not consider the Work substantially complete, Engineer will notify Contractor in writing giving the reasons therefor. C. If Engineer considers the Work substantially complete, Engineer will deliver to Owner a tentative certificate of Substantial Completion which shall fix the date of Substantial Completion. There shall be attached to the certificate a tentative list of items to be completed or corrected before final payment. In accordance with Florida Statutes Section §218.735, within 30 calendar days, or 45 days if over $10 million construction cost, of reaching substantial completion of the construction services, the Owner and Contractor shall work together to develop the single list of items and the estimated cost to complete each item on the list required to render complete, satisfactory, and acceptable the construction services purchased by the Owner. See also General Conditions Section 710 of the bid package, and Section 5 of the Contract, Payment ProceduresOwner shall have seven days after receipt of the tentative certificate during which to make written objection to Engineer as to any provisions of the certificate or attached list. If, after considering such objections, Engineer concludes that the Work is not substantially complete, Engineer will within 14 days after submission of the tentative certificate to Owner notify Contractor in writing, stating the reasons therefor. If, after consideration of Owner's objections, Engineer considers the Work substantially complete, Engineer will within said 14 days execute and deliver to Owner and Contractor a definitive certificate of Substantial Completion (with a revised tentative list of items to be completed or corrected) reflecting such changes from the tentative certificate as Engineer believes justified after consideration of any objections from Owner. D. At the time of delivery of the tentative certificate of Substantial Completion, Engineer will deliver to Owner and Contractor a written recommendation as to division of responsibilities pending final payment between Owner and Contractor with respect to security, operation, safety, and protection of the Work, maintenance, heat, utilities, insurance, and warranties and guarantees. Unless Owner and Contractor agree otherwise in writing and so inforin Engineer in writing prior to Engineer's issuing the definitive certificate of Substantial. Completion, Engineer's aforesaid recommendation will be binding on Owner and Contractor until final payment. E. Owner shall have the right to exclude Contractor from the Site after the date of Substantial Completion subject to allowing Contractor reasonable access to complete or correct items on the tentative list. 14.05 Partial Utilization A. Prior to Substantial Completion of all the Work, Owner may use or occupy any substantially completed part of the Work which has specifically been identified in the Contract Documents, or which Owner, Engineer, and Contractor agree constitutes a separately functioning and usable part of the Work that can be used by Owner for its intended purpose without significant interference with Contractor's performance of the remainder of the Work, subject to the following conditions. 1. Owner at any time may request Contractor in writing to permit Owner to use or occupy any such part of the Work which Owner believes to be ready for its intended use and substantially complete. If and when Contractor agrees that such part of the Work is substantially complete, Contractor will certify to Owner and 00710 - 55 Page 94 of 356 Engineer that such part of the Work is substantially complete and request Engineer to issue a certificate of Substantial Completion for that part of the Work. 2. Contractor at any time may notify Owner and Engineer in writing that Contractor considers any such part of the Work ready for its intended use and substantially complete and request Engineer to issue a certificate of Substantial Completion for that part of the Work. Within a reasonable time after either such request, Owner, Contractor, and Engineer shall make an inspection of that part of the Work to determine its status of completion. If Engineer does not consider that part of the Work to be substantially complete, Engineer will notify Owner and Contractor in writing giving the reasons therefor. If Engineer considers that part of the Work to be substantially complete, the provisions of Paragraph 14.04 will apply with respect to certification of Substantial Completion of that part of the Work and the division of responsibility in respect thereof and access thereto. 4. No use or occupancy or separate operation of part of the Work may occur prior to compliance with the requirements of Paragraph 5.10 regarding property insurance. 14.06 Final Inspection A. Upon written notice from Contractor that the entire Work or an agreed portion thereof is complete, Engineer will promptly make a final inspection with Owner, Agency, and Contractor and will notify Contractor in writing of all particulars in which this inspection reveals that the Work is incomplete or defective. Contractor shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies. 14.07 Final Payment A. Application for Payment 1. After Contractor has, in the opinion of Engineer, satisfactorily completed all corrections identified during the final inspection and has delivered, in accordance with the Contract Documents, all maintenance and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurance certificates of inspection, marked -up record documents (as provided in Paragraph 6.12), and other documents, Contractor may make application for final payment following the procedure for progress payments. 2. The final Application for Payment shall be accompanied (except as previously delivered) by: a. all documentation called for in the Contract Documents, including but not limited to the evidence of insurance required by Paragraph 5.04.13.7; b. consent of the surety, if any, to final payment; c. a list of all Claims against Owner that Contractor believes are unsettled; and d. complete and legally effective releases or waivers (satisfactory to Owner) of all Lien rights arising out of or Liens filed in connection with the Work. In lieu of the releases or waivers of Liens specified in Paragraph 1.4.07.A.2 and as approved by Owner, Contractor may furnish receipts or releases in full and an affidavit of Contractor that: (i) the releases and receipts include all labor, services, material, and equipment for which a Lien could be filed; and (ii) all payrolls, material and equipment bills, and other indebtedness connected with the Work for which Owner or Owner's property might in any way be responsible have been paid or otherwise satisfied. If any Subcontractor or Supplier fails to furnish such a release or receipt in full, Contractor may furnish a bond or other collateral satisfactory to Owner to indemnify Owner against any Lien. 00710 - 56 Page 95 of 356 4. Notwithstanding any other provision of these Contract Documents to the contrary, Owner and Engineer are under no duty or obligation whatsoever to any Subcontractor, laborer or other party to ensure that payments due and owing to any of them are or will be made. Such parties shall rely only on the Contractor's payment and performance bonds and the obligations of the Surety as remedy of nonpayment. B. Engineer's Review of Application and Acceptance If, on the basis of Engineer's observation of the Work during construction and final inspection, and Engineer's review of the final Application for Payment and accompanying documentation as required by the Contract Documents, Engineer is satisfied that the Work has been completed and Contractor's other obligations under the Contract Documents have been fulfilled, Engineer will, within ten days after receipt of the final Application for Payment, indicate in writing Engineer's recommendation of payment and present the Application for Payment to Owner for payment. At the same time Engineer will also give written notice to Owner and Contractor that the Work is acceptable subject to the provisions of Paragraph 14.09. Otherwise, Engineer will return the Application for Payment to Contractor, indicating in writing the reasons for refusing to recommend final payment, in which case Contractor shall make the necessary corrections and resubmit the Application for Payment. C. Payment Becomes Due 1. Thirty days after the presentation to Owner of the Application for Payment and accompanying documentation, the amount recommended by Engineer, less any sum Owner is entitled to set off against Engineer's recommendation, including but not limited to liquidated damages, will become due and will be paid by Owner to Contractor. 14.08 Final Completion Delayed A. If, through no fault of Contractor, final completion of the Work is significantly delayed, and if Engineer so confinns, Owner shall, upon receipt of Contractor's final Application for Payment (for Work fully completed and accepted) and recommendation of Engineer, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance to be held by Owner for Work not fully completed or corrected is less than the retainage stipulated in the Agreement, and if bonds have been furnished as required in Paragraph 5.01, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by Contractor to Engineer with the Application for such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of Claims. The remaining balance of any sum included in the final Application for Payment but held by OWNER for Work not fully completed and accepted will become due when the Work is fully completed and accepted. 14.09 Waiver of Claims A. The making and acceptance of final payment will constitute: 1. a waiver of all Claims by Owner against Contractor, except Claims arising from unsettled Liens, from defective Work appearing after final inspection pursuant to Paragraph 14.06, from failure to comply with the Contract Documents or the terms of any special guarantees specified therein, or from Contractor's continuing obligations under the Contract Documents; and 2. a waiver of all Claims by Contractor against Owner other than those previously made in accordance with the requirements herein and expressly acknowledged by Owner in writing as still unsettled. ,IIM UM&A Page 96 of 356 ARTICLE 15 — SUSPENSION OF WORK AND TERMINATION 15.01 Owner May Suspend Work A. At any time and without cause, Owner may suspend the Work or any portion thereof for a period of not more than 90 consecutive days by notice in writing to Contractor and Engineer which will fix the date on which Work will be resumed. Contractor shall resume the Work on the date so fixed. Contractor shall be granted an adjustment in the Contract Price or an extension of the Contract Tunes, or both, directly attributable to any such suspension if Contractor makes a Claim therefor as provided in Paragraph 10.05; however, if the Owner stops Work under Article 1.3.05 or suspends services under Article, or suspends the Work or any portion thereof because of the Contractor is endangering persons and property, the Contractor shall be entitled to no extension of Contract Time or increase in Contract Price." 15.02 Owner May Terminate for Cause A. The occurrence of anyone or more of the following events will justify termination for cause: 1. Contractor's persistent failure to perform the Work in accordance with the Contract Documents (including, but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment or failure to adhere to the Progress Schedule established under Paragraph 2.07 as adjusted from time to time pursuant to Paragraph 6.04);or 2. If the Contractor assigns or delegates its duties under this Contract or any substantial part thereof without the previous written consent of Owner, or if the Contract or any claim thereunder shall be assigned by Contractor otherwise than as herein specified; or 3. Contractor's disregard of Laws or Regulations of any public body having jurisdiction; or 4. Contractor's material disregard of the authority and directives of the Engineer; or 5. Contractor's violation or material breach of any provisions of the Contract Documents; or 6. Contractor's abandonment of the Work to be done under this Contract. B. If one or more of the events identified in Paragraph 15.02.A occur, Owner may, after giving Contractor (and surety) seven days written notice of its intent to terminate the services of Contractor: 1. exclude Contractor from the Site, and take possession of the Work and of all Contractor's tools, appliances, construction equipment, and machinery at the Site, and use the same to the full extent they could be used by Contractor (without liability to Contractor for trespass or conversion), 2. incorporate in the Work all materials and equipment stored at the Site or for which Owner has paid Contractor but which are stored elsewhere, and 3. complete the Work as Owner may deem expedient. C. If Owner proceeds as provided in Paragraph 15.02.13, Contractor shall not be entitled to receive any further payment until the Work is completed. If the unpaid balance of the Contract Price exceeds all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by Owner arising out of or relating to completing the Work, such excess will be paid to Contractor. If such claims, costs, losses, and damages exceed such unpaid balance, Contractor shall pay the difference to Owner. Such claims, costs, losses, and damages incurred by Owner will be reviewed by Engineer as to their reasonableness and, when so approved by Engineer, incorporated in a Change Order. When exercising any rights or remedies under this Paragraph Owner shall not be required to obtain the lowest price for the Work performed. 00710 - 58 Page 97 of 356 D. Notwithstanding Paragraphs 15.02.13 and 15.02.C, Contractor's services will not be terminated if Contractor begins within seven days of receipt of notice of intent to terminate to correct its failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt of said notice. E. Where Contractor's services have been so terminated by Owner, the termination will not affect any rights or remedies of Owner against Contractor then existing or which may thereafter accrue. Any retention or payment of moneys due Contractor by Owner will not release Contractor from liability. F. If and to the extent that Contractor has provided a performance bond under the provisions of Paragraph 5.01.A, the termination procedures of that bond shall supersede the provisions of Paragraphs 15.02.8, and 15.02.C. 15.03 Owner May Terminate For Convenience A. Upon seven days written notice to Contractor and Engineer, Owner may, without cause and without prejudice to any other right or remedy of Owner, terminate the Contract. In such case, Contractor shall be paid for (without duplication of any items): 1. completed and acceptable Work executed in accordance with the Contract Documents prior to the effective date of termination, including fair and reasonable sums for overhead and profit on such Work; 2. expenses sustained prior to the effective date of termination in performing services and furnishing labor, materials, or equipment as required by the Contract Documents in connection with uncompleted Work, plus fair and reasonable sums for overhead and profit on such expenses; 3. all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) incurred in settlement of terminated contracts with Subcontractors, Suppliers, and others; and 4. reasonable expenses directly attributable to termination. B. Contractor shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from such termination. 15.04 Contractor May Stop Work or Terminate A. If, through no act or fault of Contractor, (i) the Work is suspended for more than 90 consecutive days by Owner or under an order of court or other public authority, or (ii) Engineer fails to act on any Application for Payment within 30 days after it is submitted, or (iii) Owner fails for 30 days to pay Contractor any sum finally detenmined to be due, then Contractor may, upon seven days written notice to Owner and Engineer, and provided Owner or Engineer do not remedy such suspension or failure within that tune, terminate the Contract and recover from Owner payment on the same terns as provided in Paragraph 15.03. B. In lieu of terminating the Contract and without prejudice to any other right or remedy, if Engineer has failed to act on an Application for Payment within 30 days after it is submitted, or Owner has failed for 30 days to pay Contractor any suin finally determined to be due, Contractor may, seven days after written notice to Owner and Engineer, stop the Work until payment is made of all such amounts due Contractor, including interest thereon. The provisions of this Paragraph 15.04 are not intended to preclude Contractor from making a Claim under Paragraph 10.05 for an adjustment in Contract Price or Contract Times or otherwise for expenses or damage directly attributable to Contractor's stopping the Work as pennitted by this Paragraph. ARTICLE 16 — DISPUTE RESOLUTION AND WAIVER OF TRIAL BY JURY 16.01 A. As a condition precedent to the filing of any suit or other legal proceeding, the parties shall endeavor to resolve claims, disputes or other matters in question by Mediation. Mediation shall be initiated by any party by serving a written request for same on the other party. The parties shall by mutual agreement select a Mediator within fifteen 00710 - 59 Page 98 of 356 (15) days of the date of the request for Mediation. If the parties cannot agree on the selection of a Mediator, then the owner shall select the Mediator, who, if selected solely by the Owner, shall be a Mediator certified by the Supreme Court of Florida. No suit or other legal proceeding shall be filed until the mediator declares an impasse, which declaration, in any event, shall be deemed as issued by the Mediator not later than sixty (60) days after the initial Mediation Conference. The CONTRACTOR will carry on the Work and maintain the progress schedule during any dispute. Venue for any litigation, at law or equity, shall lie exclusively in The Circuit Court of the Ninth Judicial Circuit Court in and for Orange County, Florida. 16.02 This Contract, or any provision hereof, shall be construed and interpreted, and any litigation arising therefrom, shall be governed by the laws of the State of Florida. 16.03 The CONTRACTOR and OWNER waive trial by jury in any action, proceeding or claim which may be brought by either of the parties hereto against the other on any matters concerning or arising out of this Contract. ARTICLE 17 —MISCELLANEOUS 17.01 Giving Notice A. Whenever any provision of the Contract Documents requires the giving of written notice, it will be deemed to have been validly given if: 1. delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or 2. delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the giver of the notice. Both the address given in the Bid Form upon which this Agreement is founded, and Contractor's office at or near the site of the Work are hereby designated as places to either of which notices, letters, and other communications to Contractor shall be certified, mailed, or delivered. The delivering at the above named place, or depositing in a postpaid wrapper directed to the first -named place, in any post office box regularly maintained by the U.S. Postal Department, of any notice, letter or other communication to Contractor shall be deemed sufficient service thereof upon Contractor; and the date of said service shall be the date of such delivery or mailing. The first -named address may be changed at any time by an instrument in writing, executed and acknowledged by Contractor, and delivered to Owner and Engineer. Nothing herein contained shall be deemed to preclude or render inoperative the service of any notice, letter, or other communication upon Contractor personally. 17.02 Computation of'Times A. When any period of time is referred to in the Contract Documents by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day will be omitted from the computation. 17.03 Cumulative Remedies A. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by Laws or Regulations, by special warranty or guarantee, or by other provisions of the Contract Documents. The provisions of this Paragraph will be as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right, and remedy to which they apply. [IZOYHOW11111 Page 99 of 356 17.04 Survival of Obligations A. All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with the Contract Documents, as well as all continuing obligations indicated in the Contract Documents, will survive final payment, completion, and acceptance of the Work or termination or completion of the Contract or termination of the services of Contractor. 17.05 Headings A. Article and paragraph headings are inserted for convenience only and do not constitute parts of these General Conditions. 17.06 The form of all submittals, notices, change orders, and other documents permitted or required to be used or transmitted under the Contract Documents shall be determined by the Engineer. During the pre -construction meeting, the Engineer shall provide to the Contractor one set of such project administration forms to be utilized during the construction of this project. These forms are referenced as: Forms Used by the Engineer and/or Owner's Representative 00844 Non-compliance Notice 00845 Field Order 00847 Request for Proposed Change 00848 Daily Construction Report 00849 Weekly Construction Progress Report Forms Used by the Contractor 00861 Periodic Estimate for Partial Payment 00862 Certificate of Engineer 00863 Certificate of Final Completion 00864 Shop Drawing Submittal 00865 Certificate of Final Inspection 00868 Contractor Request for Information 00878 Contractor Proposed Change 00879 Waiver and Release of Lien upon Final Payment 00881 Waiver and Release of Lien upon Progress Payment 00883 Contractor's Final Affidavit 00885 Contractor's Interim Affidavit Forms Used by All Parties during Construction 00850 Construction Accident Report 17.07 The Contractor shall comply with Florida's Archives and Historical Act (Florida Statutes Chapter 267) and the regulations of the local historic preservation board as applicable and protect against the potential loss or destruction of significant, historical or archaeological data, sites, and properties in connection with the project. 17.08 If apprentices are required or utilized on this project, then the provisions of Chapter 446, Florida Statutes, shall govern. 17.09 If the price of this Agreement/Contract equals or exceeds $50,000 and if the Contractor has 50 or more employees, the Contractor shall file with the Owner, within 30 calendar days after the award of this Agreement/Contract, a report on Standard Form 100 (EEO-1), which has been promulgated jointly by the Office of Federal Contract Compliance Programs, the Equal Employment Opportunity Commission, and Plans for Progress, unless the Contractor has submitted such a report within 12 months preceding the date of award of this Agreement/Contract. In addition, the Page 100 of 356 Contractor shall ensure that each construction subcontractor having 50 or more employees and a lower -tier construction subcontract with a price equaling or exceeding $50,000 also files with the Owner, within 30 calendar days after the award to it of the lower -tier construction subcontract, a report on Standard Form 100 (EEO-1) unless the construction subcontractor has submitted such a report within 12 months preceding the date of award of the lower -tier construction subcontract. (Subsequent reports are to be submitted annually in accordance with 41 CFR 60-1.7(a) or at such other intervals as the Director of the Office of Federal Contract Compliance Programs may require.) ARTICLE 18 — FEDERAL REQUIREMENTS 18.01 Financing Agency Not a Party A. This Contract may be funded in part with funds provided by a State or Federal Agency. Neither State or Federal Agency, nor any of its departments, entities, or employees is a party to this Contract. All procurements by Federal Grant recipients and sub -recipients shall comply with the provisions of 2 C.F.R. Section 200.317 — 327. 18.02 Contract Approval A. Owner and Contractor will furnish Owner's attorney such evidence as required so that Owner's attorney can complete and execute the following "Certificate of Owner's Attorney" (Exhibit GC -A) before Owner submits the executed Contract Documents to Agency for approval. B. Concurrence by Agency in the award of the Contract is required before the Contract is effective. 18.03 Conflictoflnterest A. Contractor may not knowingly contract with a supplier or manufacturer if the individual or entity who prepared the plans and specifications has a corporate or financial affiliation with the supplier or manufacturer. B. Owner's officers, employees, or agents shall not engage in the award or administration of this Contract if a conflict of interest, real or apparent, would be involved. Such a conflict would arise when: (i) the employee, officer or agent; (ii) any member of their immediate family; (iii) their partner or (iv) an organization that employs, or is about to employ, any of the above, has a financial interest in Contractor. Owner's officers, employees, or agents shall neither solicit nor accept gratuities, favors or anything of monetary value from Contractor or subcontractors. 18.04 Gratuities A. If Owner finds after a notice and hearing that Contractor, or any of Contractor's agents or representatives, offered or gave gratuities (in the form of entertainment, gifts, or otherwise) to any official, employee, or agent of Owner or Agency in an attempt to secure this Contract or favorable treatment in awarding, amending, or making any determinations related to the performance of this Contract, Owner may, by written notice to Contractor, terminate this Contract. Owner may also pursue other rights and remedies that the law or this Contract provides. However, the existence of the facts on which Owner bases such findings shall be an issue and may be reviewed in proceedings under the dispute resolution provisions of this Contract. B. In the event this Contract is terminated as provided in paragraph 18.04.A, Owner may pursue the same remedies against Contractor as it could pursue in the event of a breach of this Contract by Contractor. As a penalty, in addition to any other damages to which it may be entitled by law, Owner may pursue exemplary damages in an amount (as determined by Owner) which shall not be less than three nor more than ten times the costs Contractor incurs in providing any such gratuities to any such officer or employee. 18.05 Audit and Access to Records A. For all negotiated contracts and negotiated modifications (except those of $10,000 or less), Owner, Agency, the Comptroller General, or any of their duly authorized representatives, shall have access to any books, documents, ,IIN IWIN Page 101 of 356 papers, and records of the Contractor, which are pertinent to the Contract, for the purpose of making audits, examinations, excerpts and transcriptions. Contractor shall maintain all required records for three years after final payment is made and all other pending matters are closed. 18.06 Small, Minority and Women's Businesses A. If Contractor intends to let any subcontracts for a portion of the work, Contractor shall take affirmative steps to assure that small, minority and women's businesses are used when possible as sources of supplies, equipment, construction, and services. Affirmative steps shall consist of. (1) including qualified small, minority and women's businesses on solicitation lists; (2) assuring that small, minority and women's businesses are solicited whenever they are potential sources; (3) dividing total requirements when economically feasible, into small tasks or quantities to permit maximum participation of small, minority, and women's businesses; (4) establishing delivery schedules, where the requirements of the work permit, which will encourage participation by small, minority and women's businesses; (5) using the services and assistance of the Small Business Administration and the Minority Business Development Agency of the U.S. Department of Commerce; (6) requiring each party to a subcontract to take the affirmative steps of this section; and (7) Contractor is encouraged to procure goods and services from labor surplus area firms. 18.07 Anti -Kickback A. Contractor shall comply with the Copeland Anti -Kickback Act (18 USC 874 and 40 USC 276c) as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Buildings or Public Works Financed in Whole or in Part by Loans or Grants of the United States"). The Act provides that Contractor or subcontractor shall be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public facilities, to give up any part of the compensation to which they are otherwise entitled. Owner shall report all suspected or reported violations to Agency. 18.08 Clean Air and Pollution Control Acts A. If this Contract exceeds $100,000, Contractor shall comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 USC 7401 et seq.) and the Federal Water Pollution Control Act as amended (33 USC 1251 et seq.). Contractor will report violations to the Agency and the Regional Office of the EPA. 18.09 State Energy Policy A. Contractor shall comply with the Energy Policy and Conservation Act (P.L. 94-163). Mandatory standards and policies relating to energy efficiency, contained in any applicable State Energy Conservation Plan, shall be utilized. 18.10 Equal Opportunity Requirements A. If this Contract exceeds $10,000, Contractor shall comply with Executive Order 1.1246, "Equal Employment Opportunity," as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and as supplemented by regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." B. Contractor's compliance with Executive Order 11246 shall be based on its implementation of the Equal Opportunity Clause, specific affirmative active obligations required by the Standard Federal Equal Employment Opportunity Construction Contract Specifications, as set forth in 41 CFR Part 60-4 and its efforts to meet the goals established for the geographical area where the Contract is to be performed. The hours of minority and female employment and training must be substantially uniform throughout the length of the Contract, and in each trade, and Contractor shall make a good faith effort to employ minorities and women evenly on each of its projects. The transfer of minority or female employees or trainees from Contractor to Contractor or from project to project for the sole purpose of meeting Contractor's goals shall be a violation of the Contract, the Executive Order, and the 00710 - 63 Page 102 of 356 regulations in 41 CFR Part 60-4. Compliance with the goals will be measured against the total work hours performed. C. Contractor shall provide written notification to the Director of the Office of Federal Contract Compliance Programs within 10 working days of award of any construction subcontract in excess of $10,000 at any tier for construction work under the Contract resulting from this solicitation. The notification shall list the name, address, and telephone number of the subcontractor; employer identification number; estimated dollar amount of subcontract; estimated starting and completion dates of the subcontract; and the geographical area in which the Contract is to be performed. 18.11 Restrictions on Lobbying A. Contractor and each subcontractor shall comply with Restrictions on Lobbying (Public Law 101-121, Section 319) as supplemented by applicable Agency regulations. This Law applies to the recipients of contracts and subcontracts that exceed $100,000 at any tier under a Federal loan that exceeds $150,000 or a Federal grant that exceeds $100,000. If applicable, Contractor must complete a certification form on lobbying activities related to a specific Federal loan or grant that is a funding source for this Contract. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 USC 1352. Each tier shall disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Certifications and disclosures are forwarded from tier to tier up to the Owner. Necessary certification and disclosure forms shall be provided by Owner. 18.12 Environmental Requirements A. When constructing a project involving trenching and/or other related earth excavations, Contractor shall comply with the following environmental constraints: 1. Wetlands — When disposing of excess, spoil, or other construction materials on public or private property, Contractor shall not fill in or otherwise convert wetlands. 2. Floodplains — When disposing of excess, spoil, or other construction materials on public or private property, Contractor shall not fill in or otherwise convert 100 year floodplain areas delineated on the latest Federal Emergency Management Agency Floodplain Maps, or other appropriate maps, i.e., alluvial soils on NRCS Soil Survey Maps. 3. Historic Preservation — Any excavation by Contractor that uncovers an historical or archaeological artifact shall be immediately reported to Owner and a representative of Agency. Construction shall be temporarily halted pending the notification process and further directions issued by Agency after consultation with the State Historic Preservation Officer (SHPO). 4. Endangered Species — Contractor shall comply with the Endangered Species Act, which provides for the protection of endangered and/or threatened species and critical habitat. Should any evidence of the presence of endangered and/or threatened species or their critical habitat be brought to the attention of Contractor, Contractor will immediately report this evidence to Owner and a representative of Agency. Construction shall be temporarily halted pending the notification process and further directions issued by Agency after consultation with the U.S. Fish and Wildlife Service. 00710 - 64 Page 103 of 356 Mayor Rusty Johnson Commissioners Scott R. Kennedy District 1 Rosemary Wilsen District 2 Richard Firstner District 3 George Oliver III District 4 City Manager Craig Shadrix October 28, 2025 Mr. Scott Tyre Vice President J. Malever Construction Company 301 Sampey Road Groveland, Florida, 34736 Re: Hackney Prairie Road Improvements Project NOTICE OF INTENT TO AWARD Notice is hereby given that J. Malever Construction Company is tentatively scheduled to be recommended to the City Commission for approval of the contract for Hackney Prairie Road Improvements Project at the November 18, 2025, City Commission meeting. Please execute the attached two (2) original contract documents along with two (2) original performance and payment bonds. An Officer of the company must sign the contract; or provide a letter signed by an Officer of the company authorizing a certain employee of the company to sign the contract. You must also provide the required performance and payment bond on the forms provided in the contract documents, insurance certificate naming the Citv as additional insured and endorsements. Return all contract documents to my attention by November 6, 2025, or as soon thereafter as possible. If the contract is approved by the City Commission, the City will date and return a fully executed copy of the contract to you, along with your original copy of the dated bonds. State of Florida Statute 255.05 will apply to this contract. Once you receive the fully executed contract and dated bonds from the City, you will need to record the performance and payment bonds with Orange County. You are required to provide the City with a certified copy of the recorded bonds before the City can issue the Notice to Proceed or make any payment for the project. Additionally, please contact Mr. Milen Womack, P.E., City Engineer at rnwomackgocoee.org or at (407) 905-3100 extension 6013 to schedule the pre -construction meeting for this project. The certified copy of the recorded bonds will need to be provided prior to or at the pre -construction meeting. Completion dates will be established at the pre - construction meeting. Work shall begin pursuant to the effective date established by the Notice to Proceed. The City is looking forward to working with your company on this project and should there be any questions regarding the above, please feel free to contact me at ostol chchL&ocoee.org or at (407) 905-3100 extension 1.521. Sincerely, Olena Stokych, Purchasing Analyst Enclosure: Contract, Affidavits, Bond Forms, Section 710 - General Conditions. cc: Milen Womack, P.E., City Engineer City of Ocoee - 1 North 3luford Ave - Ocoee, Florida 34761 Phone: (407) 905-3100 - www.ocoee.org Page 104 of 356 Hackney Prairie Road Improvements Response to Questions - 1 1. I see there are existing curb inlets but no pay item for erosion control. Cana pay item be added or are the contractors to include inlet protection in one of the existing pay items? a. Please include the cost for inlet protection and other SWPPP protection in the Mobilization costs. 2. When does the city anticipate this project to start? a. The City would like to start as soon as the selected contractor as availability. A start date within the next two months is preferable. 3. Is the intent for the proposed Type A curb to be placed on the existing soil cement? a. Yes 4. Does the city use a particular supplier for the Holland Stone Pavers? a. No, but the City would needs to review the selected pavers before they are ordered and delivered to the site. 5. Are certified as-builts required at the completion of the project? a. No 6. Are the brick speed calming devices going to be flush with the new ribbon curb and the new asphalt? Not the normal speed tables that has a ramp up, a flat top and then a ramp back down to the existing asphalt elevation. a. Seethe speed calming device detail. Ribbon curb and brick pavers are level with the roadway profile. No ramps. 7. How will MOT be handled? Can this section of the road be closed down 24/7 to all traffic and detoured around ( I think the park entrance is the only drive in that section of road)? Or could it be shut down to only have a one way traffic lane with a flagging operation during work hours? You will have 12" deep excavation at the speed devices and in the median to safe up if traffic is opened up after each shift. a. This section of roadway shall remain open during installation. Lane shifts, flagging operations, etc. can be utilized. Contractor shall provide the TTC and ensure that two way traffic is restored at the end of the working day. No -traffic, shall be routed though the neighborhood to the north. 8. How will the school traffic be affected by construction? Will a majority of this work need to be done over christmas break? or the weekends? a. Planning the construction around school breaks is not necessary but is not discouraged. Page 105 of 356 9. Depending on how the MOT is handled could all the speed calming areas be milled out first and let traffic ride over the milled areas until each of the traffic calming devices are built? a. Yes 10. If the road needs to be opened after each shift will the City allow structural road plates to be installed over any unfinished excavation / base or brick installation? a. Yes 11. Will there be a pre -bid meeting? a. No 12. Is there an engineer's estimate or budget? a. The budget is $350,000 13. Is a Bid Bond required? a. Yes 14. What is the deadline for questions due? a. Deadline for questions will be October 7t". Due to answers to these questions going out today, we will extend the cost proposal deadline to 12:OOPM Tuesday October 14th Page 106 of 356 Company Item Number Description Unit Quantity APEC CFE GARCIA SCHULLER MALEVER 1.01 Mobilization (5% Max.) LS 1 $20,000.00 $17,600.00 $16,625.00 $15,000.00 $15,750 00' 1.02 Temporary Traffic Control LS 1 $21,000.00 $11,713.00 $17,859.14 $18,000.00 $28,00000 1.03 Demolition (Pavement) LS 1 $50,855.00 $34,000.00 $30,654.75 $31,511.00 $28,92000' 1.04 7-3/16" x 3-3/8" x 3-1/8" Holland Stone Pavers (Red) SY 190 $4,750.00 $19,864.50 $13,571.70 $33,250.00 $16,15000 1.05 1" Bedding Sand SY 190 $4,750.00 $864.50 $3,112.20 $3,800.00 $76000' 1.06 8" Base Material - Crushed Concrete Fines SY 190 $4,750.00 $11,818.00 $15,846.00 $11,590.00 $8,55000' 1.07 Type 'A' Curb and Gutter LF 1956 $97,800.00 $75,110.40 $35,657.88 $97,800.00 $39,120.00 1.08 24" Concrete Ribbon Curb (3000 PSI) LF 166 $12,450.00 $18,260.00 $13,180.40 $11,122.00 $6,640 00' 1.09 1.5" Asphalt Mill SY 4565 $45,650.00 $23,966.25 $27,298.70 $13,695.00 $22,825 00' 1.10 1.5" SP-9.5 Asphalt Resurface SY 4565 $136,950.00 $95,865.00 $175,980.75 $91,300,00 $86,735.00 1.11 Thermoplastic Striping and Pavement Markings (Inc. Temp. Striping) LS 1 $30,000.00 $12,380.00 $6,985.00 $11,838.00 $13,000 00' 1.12 Adjust Sanitary Manhole EA 2 $40.00 $1,530.00 $2,231.66 $2,400.00 $2,000.00' 1.13 Clean Fill (Landscaped Median Area) CY 300 $2,700.00 $34,200.00 $11,475.00 $9,600.00 $10,50000' 1.14 Bahia Sod (Landscaped Median Area) SF 8010 $80,100.00 $12,816.00 $9,612.00 $8,010.00 $40,050.00' $380,090.18J,$3S8,qi6.OQJ $319,000 00 Page 107 of 356 From: Womack. Milen To: Iallacgess(d)aoecicom"; "stalzzPaol.com"; Eddy Garcia; "estimatingggslrciacivil.com"; "Scott Tyre"; "schullercontractors a�amail.com" Cc: Kru Sta hen; Stokych, Olena; GWadhar Kiel; Stewart, John; A ares. Mauncio Subject: Hackney Prairie Road Improvements Date: Tuesday, September 23, 2025 9:39:32 AM Attachments: Hackne 0 tion 2025 - Full Set.odf Outlook-IzbgJlmh;png Good Morning All, The City of Ocoee would like to construct roadway improvements on Hackney Prairie Road between Cabbage Palm Dr/Rushden Dr and Hargate Ct. This is near the intersection of N Clarke Rd and Hackney Prairie Rd. The current roadway is a two-way road with a striped median. This project would consist of converting the striped median area to a raised landscaped median, installing 6 brick speed calming devices, and resurfacing the remaining asphalt within the project limits. We would like to construct these improvements using our Continuing Contract for Small Construction Services. Please review the attached plans and submit a cost proposal if your company would be able to perform this work. The duration of construction for this project shall be no longer than 60 days. Cost proposals should be submitted to me via email by Tuesday October 7th for consideration. Please feel free to reach out to me with any questions on the scope of work or the plans. Please reply all with any questions. Thank you for your consideration. Much Appreciated, Miley Womack, E.E. City Engineer + Asst. Pudic Works Director City of Ocoee I 301 Maguire Rd 6 Ocoee, FL 34761 P: 407.554.7313 C: 407.955.1000 mwomack@ocoee.org Page 108 of 356 1" = 60' GRAPHIC SCALE 0 30 60 120 SHEET 356 356 Summary of Pay Items Item Number Description Unit Quantity 1.01 Mobilization (5% Max.) LS 1 1.02 Temporary Traffic Control LS 1 1.03 Demolition (Pavement) LS 1 1.04 7-3/16" x 3-3/8" x 3-1/8" Holland Stone Pavers (Red) SY 190 1.05 1" Bedding Sand Sy 190 1.06 8" Base Material - Crushed Concrete Fines Sy 190 1.07 Type 'A' Curb and Gutter LF 1956 1.08 24" Concrete Ribbon Curb (3000 PSI) LF 166 1.09 1.5" Asphalt Mill Sy 4565 1.10 1.5" SP-9.5 Asphalt Resurface Sy 4565 1.11 Thermoplastic Striping and Pavement Markings (Inc. Temp. Striping) LS 1 1.12 Adjust Sanitary Manhole EA 2 1.13 Clean Fill (Landscaped Median Area) Cy 300 1.14 Bahia Sod (Landscaped Median Area) SF 8010 - CONCRETE RIBBON CURB 24" WIDE BY 13" DEE LANDSCAPED MEDIAN S AR l SECTION VIEW GENERAL CONSTRUCTION NOTES: 1. CONTRACTOR IS REQUIRED TO MILL A MAXIMUM OF 1.5". 2. CONTRACTOR IS RESPONSIBLE TO REPLACE EXISTING PAVEMENT MARKINGS (MATCH TYPE AND COLOR), SAME SHALL APPLY TO REFLECTIVE PAVEMENT MARKERS. ALL STRIPING SHALL BE THERMOPLASTIC. 3. TACK MUST BE APPLIED TO ALL CLEAN SURFACES CLEAR OF DEBRIS PRIOR TO PAVING OPERATIONS. 4. CONTRACTOR RESPONSIBLE FOR PROVIDE DESIGN MIX UPON REQUEST. 5. CONTRACTOR RESPONSIBLE FOR CORE SAMPLES, IF NEEDED, TO CHECK ASPHALT AS -BUILT DEPTH. 6. CONTRACTOR REQUIRED TO SET-UP AND MAINTAIN TEMPORARY TRAFFIC CONTROL. 7. CONTRACTOR REQUIRED TO RAISE THE TWO SANITARY MANHOLE RING AND COVERS IN THE PROPOSED LANDSCAPED MEDIANS. ANY WORK ASSOCIATED WITH RAISING THE MANHOLE RING AND COVERS MUST BE IN THE PRESENCE OF A CITY OF OCOEE UTILITY INSPECTOR. 8. REFER TO THE CITY OF OCOEE ENGINEERING STANDARDS AND DETAILS FOR SPECIFICATIONS. A-7-3/16" x 3-3/8" x 3-1/8" HOLLAND STONE PAVERS (SOLDIER COURSE) P1 Existing RoadwG Grade A - BAHIA SOD (-311) B - CLEAN FILL (1 Foot) Note: Contractor to remove the existing 2" of asphalt and 8" of roadway base material (soil cement) within the landscaped median area. Replace with Bahia Sod and Clean Fill SHEET