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10/19/2011 Agreement DANNY L. KOLHA GE CLERK OF THE CIRCUIT COURT DATE: October 27, 2011 TO: Dent Pierce, Director Public Works Division ATTN: Beth Leto, Assistant Director Public Works Division FROM: Pamela G. Hanco�Ek}D.C. ✓At the October 19, 2011, Board of County Commissioner's meeting, the Board granted approval and authorized execution of Item C26 a Contract with JVA Engineering Contractor, Inc. for the Card Sound Road Restoration Project. Enclosed is a duplicate original for your handling. I am returning Item C35 an Agreement with the Guidance /Care Center, Inc. allowing them to use County fuel, vehicle maintenance, and repair facilities. This agreement will require that the Guidance /Care Center, Inc. pay the same fuel markup and repair rates as all other departments and agencies pay, which is predetermined and budgeted annually. The signature of the contractor needs to be witnessed by two people or notarized. Once this is done, please forward back to our office for follow- through. Should you have any questions, please do not hesitate to contact this office. cc: County Attorney Finance File s . Card Sound Road Restoration Section 00500 Standard Form of Agreement Between Owner and Contractor Where the basis of payment is a STIPULATED SUM AGREEMENT Made as of the 19th day of October in the year of Two Thousand and Eleven. BETWEEN the Owner: Monroe County Board of County Commissioners (`BOCC ") 1100 Simonton Street Key West, Florida 33040 ( "Owner ") And the Contractor: JVA Engineering Contractor, Inc. 6600 NW 32 Ave Miami, FL 33147 ( "Contractor ") For the following Project: Card Sound Road Restoration Key Largo Monroe County, Florida ( "Project') Oversight for Owner: Monroe County Public Works Department 88770 Overseas Highway Plantation Key, Florida 33070 Specification Provided by: Monroe County Engineering Department 1100 Simonton Street Key West, Florida 33040 The Owner and Contractor agree as set forth below. Card Sound Road Restoration ARTICLE 1 The Contract Documents The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Specifications, Insurance Requirements and Documents, Milestone Schedule, Bid Documents and Contractor's Bid, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement. These form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. ARTICLE 2 The Work of this Contract The Contractor shall execute the entire Work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others, or as follows: Scope of Work is as specified in the Project Manual for this project, Section 00300 and shown in the specifications. The contract constitutes the entire and exclusive agreement between the Owner and the Contractor with reference to the Card Sound Road Restoration Project. ARTICLE 3 Date of Commencement and Substantial Completion 3.1 The date of commencement is the date from which the Contract Time of Paragraph 3.2 is measured, and shall be the date of this Agreement, as first written above, unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner as stated in Section 00350, milestone schedule. Unless the date of commencement is established by a notice to proceed issued by the Owner, the Contractor shall notify the Owner, in writing not less than five days before commencing the Work. The date of commencement shall be the date specified in the Notice to Proceed issued to the Contractor. 3.2 The Contractor shall achieve Substantial Completion of the entire Work not later than Sixty (60) Days after the Date of Commencement, subject to adjustments of the Contract Time as provided by the Contract Document. Card Sound Road Restoration LIQUIDATED DAMAGES Liquidated damages will be based on the Substantial Completion Date for all work, modified by all approved extension in time as set forth by the Owner's signature of approval on the Certificate of Substantial Completion. The liquidated damages table below shall be utilized to determine the amount of liquidated damages. The Contractor's recovery of damages and sole remedy for any delay caused by the Owner shall be an extension of time on the Contract. Balance of Page Intentionally Left Blank FIRST SECOND 31 DAY & CONTRACT AMOUNT 15 DAYS 15 DAYS THEREAFTER Under 50,000.00 $50.00/DAY $100.00/DAY $250.00/DAY $50,000.00- $99,999.00 100.00/DAY 200.00/DAY 750.00/DAY $100,000.00- 499,999.00 200.00/DAY 500.00/DAY 2,000.00/DAY $500,000.0 and Up 500.00/DAY 1,000.00/DAY 3,500.00/DAY The Contractor's recovery of damages and sole remedy for any delay caused by the Owner shall be an extension of time on the Contract. Balance of Page Intentionally Left Blank Card Sound Road Restoration ARTICLE 4 Contract Sum 4.1 The owner shall pay the Contractor in current funds for the Contractor's performance of the Contract, for Card Sound Road Restoration Project the Contract Sum of SEVENTY - EIGHT THOUSAND SIX HUNDRED FIFTY -EIGHT AND 72/100 DOLLARS ($78,658.72), subject to additions and deductions as provided in the Contract Documents. 4.2 The Contract Sum is based upon the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: None 4.3 Unit prices, if any, are as follows: As specified in Monroe County Bid Form Section 00110 -5. ARTICLE 5 Progress Payments 5.1 Based upon Applications for Payment submitted by the Contractor to the Owner, and upon Project Applications and Certificates for Payment, the Owner shall make progress payments on account of the Contract Sum to the contractor as provided below and elsewhere in the Contract Documents. 5.2 The period covered by each Application for payment shall be one calendar month ending on the last day of the month. 5.3 County shall pay pursuant to the Local Government Prompt Payment Act 218.70. 5.4 Each Application for Payment shall be based upon the Schedule of Values submitted by the Contractor in accordance with the Contract Documents. The Schedule of Values shall allocate the entire Contract Sum among the various portions of the Work and be prepared in such form and supported by such data to substantiate its accuracy as the Owner may require. This schedule, unless objected to by the Owner, shall be used as a basis for reviewing the Contractor's Applications for Payment. 5.5 Applications for Payment shall indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. 5.6 Subject to the provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: 5.6.1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the total Contract Sum allocated to that portion of the Work in the Schedule of Values, less retainage of Ten p ercent (10 %). Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute may be included in applications for Payment. The amount of credit to be allowed by the Contractor to the Owner for a deletion or change which results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Owner. When both Card Sound Road Restoration additions and credits covering related Work or substitutions are involved in a change the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. 5.6.2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing), less retainage of Ten percent (10 %): 5.6.3 Subtract the aggregate of previous payments made by the Owner; and 5.6.4 Subtract amounts, if any, for which the Owner has withheld or nullified a Certificate for Payment as provided in Paragraph 9.5 of the General conditions. 5.7 The progress payment amount determined in accordance with Paragraph 5.6 shall be further modified under the following circumstances: 5.7.1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to Ninety percent (90 %) of the Contract Sum, less such amounts as the Owner recommends and determines for incomplete Work and unsettled claims; and 5.7.2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Contractor, any additional amounts payable in accordance with Subparagraph 9.10.3 of the General Conditions. 5.8 Reduction or limitation of retainage, if any, shall be as follows: None ARTICLE 6 Final Payment Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when (1) the Contract has been fully performed by the Contractor except for the Contractor's responsibility to correct nonconforming Work as provided in Subparagraph 12.2.2 of the General Conditions and to satisfy other requirements, if any, which necessarily survive final payment: and (2) a final Project Certificate for Payment has been issued by the Project Manager: such final payment shall be made by the Owner not more than 20 days after the issuance of the final Project Certificate for Payment. ARTICLE 7 Miscellaneous Provisions 7.1 Where reference is made in this Agreement to a provision of the General Conditions or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. 7.2 Payments due and unpaid under the Contract shall bear interest pursuant to the Local Government Prompt Payment Act 218.735 1 .1 t� "•' • • �I' •• IV :!• • �/,I � r�IIt �•�IIC:s 6, 1_lal_I Card Sound Road Restoration 7.3 Temporary facilities and services: None. 7.4 Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Board of County Commissioners. 7.5 Public Entities Crimes By signing this Agreement, Contractor represents that the execution of this Agreement will not violate the Public Entities Crime Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from County's competitive procurement activities. In addition to the foregoing, Contractor further represents that there has been no determination, based on an audit, that it or any subcontractor has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether Contractor has been placed on the convicted vendor list. Contractor will promptly notify the County if it or any subcontractor is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 7.6 The following items are part of this contract: a) Maintenance of Records: Contractor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives, or the Federal Emergency Management Agency or its designee, shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03; FS, running from the date the monies were paid to Contractor. b) Governing Law, Venue, Interpretation, Costs, and Fees: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Contractor agree that venue Card Sound Road Restoration shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. This Agreement shall not be subject to arbitration. C) Severability: If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Contractor agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. d) Attorney's Fees and Costs: The County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs, as an award against the non - prevailing party, and shall include attorney's fees and courts costs in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. e) Binding Effect: The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Contractor and their respective legal representatives, successors, and assigns. f) Authority: Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. g) Claims for Federal or State Aid: Contractor and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. h) Nondiscrimination: County and Contractor agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or Contractor agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88 -352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss.1681 -1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101 -6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Card Sound Road Restoration Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and 290ee -3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 13, Article VI, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. i) Covenant of No Interest: County and Contractor covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. j) Code of Ethics: County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. k) No Solicitation/Payment: The County and Contractor warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Contractor agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 1) Public Access: The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Contractor. m) Non - Waiver of Immunity: Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the Contractor in this Agreement and the acquisition of any commercial liability insurance coverage, self - insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. n) Privileges and Immunities: All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules, pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of 7/072011 STANDARDFORMOFAGREENUI�TTBEIWEENOWNERANDCONIRACTOR 00500-8 Card Sound Road Restoration any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. o) Legal Obligations and Responsibilities: Non - Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. p) Non - Reliance by Non - Parties: No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Contractor agree that neither the County nor the Contractor or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. q) Attestations: Contractor agrees to execute such documents as the County may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. r) No Personal Liability: No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. S) Execution in Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. t) Section headings: Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. u) Special Conditions, if any are detailed in Section 01000 of the Project Manual for this Project. V) hold harmless and Indemnification: Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, the Contractor covenants and agrees that he shall defend, indemnify and hold the COUNTY and the COUNTY's elected and appointed officers and employees harmless from and against (i) claims, actions or causes of action, (ii) litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any 1 11L1 `� : \I0 0 ! l ,111�� n� • 042D&I o 1.3 C1VATJa \ • A \IDS : \I� �� \I1�: �Jl��� K1056- 1 • Card Sound Road Restoration type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) costs or expenses that may be asserted against, initiated with respect to, or sustained by the County and the COUNTY'S elected and appointed officers 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 and persons employed or utilized by the indemnifying party in the performance of the construction contract. The monetary limitation of liability under this contract shall be not less than $1 million per occurrence pursuant to F. S. 725.06. Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. In the event the completion of the project (including the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. In the event the completion of the project (including the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. w) Adjudication of Disputes or Disagreements: The Owner and Contractor agree that all disputes and disagreement shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This provision does not negate or waive the provisions of Paragraph X concerning cancellation. x) Cancellation: In the event that the Contractor shall be found to be negligent in any aspect of installation, stocking, maintenance, repair, or service, the County shall have the right to terminate this agreement after five days written notification to the Contractor. y) Cooperation: In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Contractor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. Card Sound Road Restoration 7.7 Ownership of the Project Documents: The documents prepared by the Contractor for this Project belong to the County and may be reproduced and copied without acknowledgement or permission of the Contractor. 7.8 Successors and Assigns: The Contractor shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this Agreement. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other ply. 7.9 No third Party Beneficiaries: Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 7.10 Americans with Disabilities Act of 1990 (ADA) - The CONTRACTOR will comply with all the requirements as imposed by the ADA, the regulations of the Federal government issued thereunder, and the assurance by the CONTRACTOR pursuant thereto. 7.11 Disadvantaged Business Enterprise (DBE) Policy and Obligation - It is the policy of the COUNTY that DBE's, as defined in 49 C.F.R. Part 26, as amended, shall have the opportunity to participate in the performance of contracts financed in whole or in part with COUNTY funds under this Agreement. The DBE requirements of applicable federal and state laws and regulations apply to this Agreement. The COUNTY and its CONTRACTOR agree to ensure that DBE's have the opportunity to participate in the performance of this Agreement. In this regard, all recipients and contractors shall take all necessary and reasonable steps in accordance with applicable federal and state laws and regulations to ensure that the DBE's have the opportunity to compete for and perform contracts. The COUNTY and the CONTRACTOR and subcontractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of contracts, entered pursuant to this Agreement. ARTICLE 8 Termination or Suspension 8.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of the General Conditions. 8.2 The Work may be suspended by the Owner as provided in Article 14 of the General Conditions. Article 9 Enumeration of Contract Documents 9.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated as follows: See Article 1 /� �, , w• • \I� M� 'Y i Mti / ~� �, /• � / 1111, Card Sound Road Restoration 9. 1.1 The Agreement is this executed Standard Form of Agreement between Owner and Contractor. 9.1.2 The General Conditions are the General Conditions of the Contract for Construction. 9.1.3 The Supplementary and other Conditions of the Contract are those contained in the Project Manual dated July 2011, and are as follows: As listed in Table of Contents, Section 00001 of the Project Manual for this project. 9.1.4 The Specifications are those contained in the Project Manual dated as in Subparagraph 9.1.3, and are as follows: As listed in Table of Contents, Section 00001 of the Project Manual for this project. 9.1.5 The Drawings are as follows, and are dated on each individual drawing unless a different date is shown below: Job No. 04- 775.10 Card Sound Road Reconstruction and Environmental Mitigation Record Drawings dated 9- 19 -94, Sheets 8/43 and 26/43 showing existing plan, profile and cross sections. 9.1.6 The Addenda, if any, are as follows: Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 9. 9.1.7 Other documents, if any, forming part of the contract Documents are as follows: Monroe County Bid Form in Section 00110. See Article 1. Card Sound Road Restoration IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and date 0 . 'st w� above in four (4) counterparts, each of which shall, without proof or accounting for S A other counterparts, be deemed an original contract. (SEAL) j BOARD OF COUNTY COMMISSIONERS Date r csya "A#est; By: Title: L. KOLHAGE, Clerk Deputy Clerk o / 9 z 0 It OF MONROE COU TY, FLORIDA By A;/ Mayor / U/ JVA K M Title: END OF SECTION 00500 INC. M. 0'.4'R 0 E C OU 1 4, TY c'T APPROVED AS TO FORI'l. CHRISTINE- M. 1-13dBERT-BAF7! ASS IMY& N T Y ATT 0 1 Y Date 1 11 1111111111pjiij�11111111111 Tiq11111111111111111q111111 in ���qj P 010111 1111061MIR Trcs�cUA4- cp CD CD Cn M. 0'.4'R 0 E C OU 1 4, TY c'T APPROVED AS TO FORI'l. CHRISTINE- M. 1-13dBERT-BAF7! ASS IMY& N T Y ATT 0 1 Y Date 1 11 1111111111pjiij�11111111111 Tiq11111111111111111q111111 in ���qj P 010111 1111061MIR Trcs�cUA4- Card Sound Road Restoration Section 00750 General Conditions of the Contract for Construction Table of Articles 1. General Provisions 8. 2. Owner 9. 3. Contractor 10. 4. Administration of the Contract 11. 5. Subcontractors 12. 6. Construction by Owner or By Other 13. Contractors 7. Changes in the Work 14. Time Payments and Completion Protection of Persons and Property Insurance and Bonds Uncovering and Correction of Work Miscellaneous Provisions Termination or Suspension of the Contract 7/07/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -1 Card Sound Road Restoration General Conditions of the Contract for Construction ARTICLE 1 GENERAL PROVISIONS 1.1 Basic Definitions 1.1.1 The Contract Documents: The Contract Documents consist of the Agreement between Owner and Contractor (hereinafter), Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, addenda issued prior to execution of the Contract, other documents listed in the Agreement and Modifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work. 1.1.2 The Contract: The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind between any persons or entities other the Owner and Contractor. 1.1.3 The Work: The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project. 1.1.4 The Project: The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by other Contractors and by the Owner's own forces including persons or entities under separate contracts not administered by the Owner. 1.1.5 The Drawings: The Drawings are the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued, showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams. 1.1.6 The Specifications: The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, construction systems, standards and workmanship for the Work, and performance of related services. 1.1.7 The Project Manual: The Project Manual is the volume usually assembled for the Work, which may include the bidding requirements, sample forms, Conditions of the Contract and Specifications. 1.2 Execution, Correlation and Intent 1.2.2 Execution of the Contract by the Contractor is a presentation that the Contractor has visited the site, become familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. 1.2.3 The intent of the Contract Document is to include all items necessary for the proper execution and completion of the Work by the contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the intended results. 1.2.4 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. 1.2.5 Unless otherwise stated in the Contract Documents, words which have well -known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. 1.2.6 Where on any of the drawings, a portion of the Work is drawn out and the remainder is indicated in outline, the parts drawn out shall also apply to all other like portions of the Work. 7/07/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -2 Card Sound Road Restoration 1.3 Ownership and Use of Owner's Drawings, Specifications and Other Documents 1.3.1 The Drawing, Specifications and other documents prepared by the Owner are instruments of the Owner's service through which the Work to be executed by the Contractor is described. The Contractor may retain one contract record set. Neither the Contractor nor any Subcontractor, Sub - subcontractor or material or equipment supplier shall own or claim a copyright in the Drawings, Specifications and other documents prepared by the Owner, and unless otherwise indicated the Owner shall be deemed the author of them and will retain all common law, statutory and other reserved rights, in addition to the copyright. All copies of them, except the Contractor's record set, shall be returned or suitably accounted for to the Owner, on request, upon completion of the Work. The Drawings, Specifications and other documents prepared by the Owner, and copies thereof furnished to the Contractor, are for use solely with respect to the Project. They are not to be used by the Contractor or any Subcontractor, Sub - subcontractor or material or equipment suppliers are granted a limited license to use and reproduce applicable portions of the Drawings, Specifications and other documents prepared by the Owner appropriate to and for use in the execution of their Work under the Contract Documents. All copies made under this license shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by the Owner. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Owner's copyright or other reserved rights. 1.3.2 Unless otherwise provided in the Contract Documents, the Contractor will be furnished, free of charge, three copies of Drawings and Specifications for the execution of the Work, additional copies will be made available at $100.00 a set. 1.4 Capitalization 1.4.1 Terms capitalization in these General Conditions include those which are (1) specifically defined, (2) the titles of numbered articles and identified references to Paragraphs, Subparagraphs and Clauses in the document or (3) the titles of other documents published by the American Institute of Owners. 1.5 Interpretation 1.5.1 In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. ARTICLE 2 OWNER 2.1 Definition 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Owner" means Monroe County and its authorized representative employed by the County. 2.2 Information and Services Required of the Owner 2.2.2 The owner shall furnish available surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site as needed. 2.2.3 Except for permits and fees, which are the responsibility of the Contractor under the Contract Documents, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. 2.2.4 Information or services under the Owner's control shall be furnished by the Owner with reasonable promptness to avoid delay in orderly progress of the Work. 2.2.5 Not Used. 2.2.6 The Owner shall forward all communications to the Contractor through the Owners Representative. In absence of the Owners Representative the Contractor shall communicate with the Owner 7/07/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -3 Card Sound Road Restoration 2.2.7 The foregoing are in addition to other duties and responsibilities of the Owner enumerated herein and especially those in respect to Article 6 (Construction by Owner or by Other Contractors), Article 9 (Payments and Completion) and Article 11 (Insurance and Bonds). 2.3 Owner's Right to Stop the Work 2.3.1 If the Contractor fails to correct Work which is not in accordance with the requirements of the contract Documents as required by Paragraph 12.2 or persistently fails to carry out Work in accordance with the Contract Documents, the Owner, by written order signed personally or by an agent specifically so empowered by the Owner in writing, may order the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity. 2.4 Owner's Right to Carry out the Work 2.4.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a three -day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may after such three -day period give the Contractor a second written notice to correct such deficiencies within a three -day period. If the Contractor within such second three -day period after receipt of such second notice fails to commence and continue to correct any deficiencies, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the cost of correcting such deficiencies, including compensation for the Project Manager's and the Owner and their respective consultants' additional services and expenses made necessary by such default, neglect or failure. ARTICLE 3 CONTRACTOR 3.1 Definition 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout this Agreement as if singular in number. The term "Contractor" means the Contractor or the Contractor's authorized representative. 3.1.2 The plural term "Contractors" refers to persons or entities that perform construction under Conditions of the Contract that are administered by the Owner, and that are identical or substantially similar to these Conditions. 3.2 Review of Contract Documents and Field Conditions by Contractor 3.2.1 The Contractor shall carefully study and compare the Contract Documents with each other and with information furnished by the Owner pursuant to Subparagraph 2.2.2 and shall at once report to the Owner errors, inconsistencies or omissions discovered. The Contractor shall not be liable to the Owner, for damage resulting from errors, inconsistencies or omissions in the Contract Documents unless the Contractor recognized such error, inconsistency or omission and knowingly failed to report it to the Owner. If the Contractor performs any construction activity knowing it involves a recognized error, inconsistency or omission in the Contract Documents without such notice to the Owners Representative and Owner, the Contractor shall assume appropriate responsibility for such performance and shall bear an appropriate amount of the attributable costs for correction. 3.2.2 The Contractor shall take field measurements and verify field conditions and shall carefully compare such field measurements and conditions and other information known to the Contractor with the Contract Documents before commencing activities. Errors, inconsistencies or omissions discovered shall be reported to the Project Manager and Owner at once. 3.2.3 The Contractor shall perform the Work in accordance with the Contract Documents and submittals approved pursuant to Paragraph 3.12. 3.2.4 The Contract Documents are complementary, and what is called for by any, shall be as binding as if called for by all 7/07/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -4 Card Sound Road Restoration 3.2.5 In case of conflict between the drawings and specifications, the specifications shall take precedence over the drawings. The captions or subtitles of the several Articles and Divisions of these Contract Documents constitute no part of the context hereof, but are only labels to assist in locating and reading the provisions hereof. 3.2.6 Full size details shall take precedence over scale drawings and large - scaled drawings shall take precedence over small -scale drawings. Dimensions given in figures shall take precedence over scaled dimensions. 3.2.7 When measurements are affected by conditions already established or where items are to be fitted into constructed conditions, it shall be the Contractor's responsibility to verify all such dimensions at the site and the actual job dimensions shall take precedence over scale and figure dimensions on the drawings. 3.2.8 Wherever a stock size of manufactured item or piece of equipment is specified by its nominal size, it shall be the responsibility of the Contractor to determine the actual space requirements for setting and for entrance to the setting space to make all necessary allowances and adjustments there for in his work without additional cost to Owner. 3.2.9 Standard specifications or other specifications of the organizations, societies or bodies referred to herein or to specifications listed therein, shall be to their current editions and whenever it is stated in the Specifications that materials or work shall conform to the requirements of any of these specifications, work and/or material shall also conform to any other specification referred to herein. 3.2.10 The Contractor shall test all figures on the drawings before laying out the work. 3.3 Supervision and Construction Procedures 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under this Contract, subject to overall coordination of the Owners Representative as provided in Subparagraphs 4.6.3 and 4.6.4. 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons performing portions of the Work under a contract with the Contractor. 3.3.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents by either activities or duties of the Owners Representative or Owner in their administration of the Contract, or by test, inspections or approvals required or performed by persons other than the Contractor. 3.3.4 The Contractor shall inspect portions of the Project related to the Contractor's Work in order to determine that such portions are in proper condition to receive subsequent work. 3.4 Labor and Materials 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. 3.4.2 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. 3.4.3 The Contractor is responsible for the conduct of his employees at all times. Misconduct, destruction of property, unsafe practices, or violation of any Federal or State regulations including abuse of alcohol or drugs, will be cause for permanent dismissal from the project. If any Contractor employee is determined to be detrimental to the Project, as deemed by the Owners Representative, the Contractor will remove and/or replace the employee at the request of the Owners Representative. Employees dismissed from the project will be transported from the job site at the Contractor's expense. 3.4.4 The Contractor shall be totally responsible for the security of his work, materials, equipment, supplies, tools, machinery, and construction equipment. 7/07/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -5 Card Sound Road Restoration 3.4.5 The Contractor shall be responsible for complete, timely and accurate field measurements as necessary for proper coordination, fabrication and installation of his materials and equipment. The Contractor agrees to cooperate with the Owners Representative, if required, to accommodate any discovered variations or deviations from the Drawings and Specifications so that the progress of the Work is not adversely affected. 3.5 Warranty 3.5.1 The Contractor warrants to the Owner and Owners Representative that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform with the requirements of the Contract Documents. Work/not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. If required by the Owners Representative or Owner, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. 3.6 Taxes 3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work or portions thereof provided by the Contractor which is legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. 3.7 Permits, Fees and Notices 3.7.1 The Contractor shall secure and pay for all permits, impact fees, governmental fees, licenses, inspections and surveys required by Federal, State, or Municipal bodies having jurisdiction over the project for the proper execution and completion of the Work which are customarily secured after execution of the Contract and which are legally required at the time bids are received. The Owner will not assess any County building permit or County impact fees. The Contractor will be responsible for any other building permit costs or impact fees required for this project. The Contractor shall secure and pay for all building and specialty permits including plumbing, electrical, HVAC, etc. 3.7.2 The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of public authorities bearing on performance of the Work. 3.7.3 It is not the Contractor's responsibility to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations. However, if the Contractor observes that portions of the Contract Documents are at variance therewith, the Contractor shall promptly notify the Owners Representative and Owner in writing and necessary changes shall be accomplished by appropriate Modification. 3.7.4 If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to the Owner, the Contractor shall assume full responsibility for such Work and shall bear the attributable costs. 3.9 Superintendent 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. Important communications shall be confirmed in writing. Other communications shall be similarly confirmed on written request in each case. The superintendent shall be satisfactory to the Owners Representative and shall not be changed except with the consent of the Owners Representative, unless the superintendent proves to be unsatisfactory to the Contractor or ceases to be in his employ. 3.10 Contractor's Construction Schedule 3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's information and the Owners Representative's approval a Contractor's Construction Schedule for the Work. Such schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the 7/07/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -6 Card Sound Road Restoration conditions of the Work and Project, shall be related to the entire Project construction schedule to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. This schedule, to be submitted within seven (7) days after Contract Award, shall indicate the dates for the starting and completion of the various stages of construction, shall be revised as required by the conditions of the Work, and shall be subject to the Owners Representative's approval. 3.10.2 The Contractor shall cooperate with the Owners Representative in scheduling and performing the Contractor's Work to avoid conflict, delay in or interference with the Work of other Contractors or the construction or operations of the Owner's own forces. 3.10.4 The Contractor shall conform to the most recent schedules. 3.10.5 The Owners Representative will conduct a weekly scheduling meeting, which the Contractor shall attend. At this meeting, the parties can discuss jointly such matters as progress, scheduling, and problems. 3.11 Documents and Samples at the Site 3.11.1 The Contractor shall maintain at the site for the Owner one record copy of the Drawings, Specifications, addenda, Change Orders and other Modifications, in good order and marked currently to record changes and selections made during construction, and in addition approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to the Owner and shall be delivered for submittal to the Owner upon completion of the Work. 3.12 Shop Drawings, Product Data and Samples 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub - subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. 3.12.3 Samples are physical examples, which illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. The purpose of their submittal is to demonstrate for those portions of the Work for which submittals are required the way the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. Review by the Owner is subject to the limitations of Subparagraph 4.6.12. 3.12.5 The Contractor shall review, approve and submit to the Owners Representative, in accordance with the schedule and sequence approved by the Owner, Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents. The Contractor shall cooperate with the Owner in the coordination of the Contractor's Shop Drawings, Product Data, Samples and similar submittals with related documents submitted by other Contractors. Submittals made by the Contractor which are not required by the Contract Documents may be returned without action. 3.12.6 The Contractor shall perform no portion of the Work requiring submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Owner. Such Work shall be in accordance with approved submittals. 3.12.7 By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents that the Contractor has determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and has checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. 3.12.8 The Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Owners Representative's and Owner's approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Owners Representative and Owner in writing of such deviation at the time of submittal and the Owners Representative and Owner have given written approval to the specific deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Owners Representative's and Owner's approval thereof. 7/07/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -7 Card Sound Road Restoration 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Owner on previous submittals. 3.12. 10 Informational submittals upon which the Owner is not expected to take responsive action may be so identified in the Contract Documents. 3.12.11 When professional certification of performance criteria of materials, systems or equipment is required by the Contract Documents, the Owner shall be entitled to rely upon the accuracy and completeness of such calculations and certifications. 3.12.12 If materials specified in the Contract Documents are not available on the present market, the Contractor may submit data on substitute materials to the Owners Representative for approval by the Owner. 3.13 Use of Site 3.13.1 The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. 3.13.2 The Contractor shall coordinate the Contractor's operations with, and secure the approval of, the Owner before using any portion of the site. 3.14 Cutting and Patching 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly; he shall also provide protection of existing work as required. 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner's own forces or of other Contractors by cutting, patching, excavating or otherwise altering such construction. The Contractor shall not cut or otherwise alter such construction by other Contractors or by the Owner's own forces except with written consent of the Owner and such other contractors: such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the other Contractors or the Owner the Contractor's consent to cutting or otherwise altering the Work. When structural members are involved, the written consent of the Owner shall also be required. The Contractor shall not unreasonably withhold from the Owner or any separate contractor his consent to cutting or otherwise altering the Work. 3.14.3 The Contractor shall arrange for any blockouts, cutout, or opening required for the installation of his materials and equipment and the execution of his work, whether or not shown or indicated on the Drawings. The Contractor shall be further responsible for sealing and/or finishing, in an acceptable fashion and meeting any applicable code requirements, and such block -out, cutout opening, or other hole in any fire - related floor, ceiling, wall, security wall, or any other finished surface. 3.15 Cleaning Up 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove from and about the project waste materials rubbish, the Contractor's tools, construction equipment, machinery and surplus materials. Clean up shall be performed to the satisfaction of the Owner. 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Project Manager may do so with the Owner's approval and the cost thereof shall be charged to the Contractor. 3.16 Access to Work 3.16.1 The Contractor shall provide the Owner, access to the Work in preparation and progress wherever located. 3.17 Royalties and Patents 7/07/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -8 Card Sound Road Restoration 3.17.1 The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of patent rights and shall hold the Owner harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a patent; the Contractor shall be responsible for such loss unless such information is promptly furnished to the Owner. 3.18 Indemnification and Hold Harmless Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, the Contractor covenants and agrees that he shall defend, indemnify and hold the COUNTY and the COUNTY's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) costs or expenses that may be asserted against, initiated with respect to, or sustained by the County and the COUNTY's elected and appointed officers 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 and persons employed or utilized by the indemnifying party in the performance of the construction contract. The monetary limitation of liability under this contract shall be not less than $1 million per occurrence pursuant to F. S. 725.06. Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. In the event the completion of the project (including the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. In the event the completion of the project (including the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. ARTICLE 4 ADMINISTRATION OF THE CONTACT 4.1 Owner 4.1.1 Contractor shall work with the Owner's Representative for all oversight. 4.2 Project Manager 4.2.1 There is no Project Manager for this project. Where the term Project Manager is used, it shall mean the Owner's Representative. 4.3 Not Used. 4.4 Not Used. 4.5 Not Used. 4.6 Administration of the Contract 4.6.1 The Owners Representative will provide administration of the Contract as described in the Contract Documents, and will be the Owner's representatives (1) during construction, (2) until final payment is due and (3) with the Owner's concurrence, from time to time during the correction period described in Paragraph 12.2. The Owners Representative will 7/07/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -9 Card Sound Road Restoration advise and consult with the Owner and will have authority to act on behalf of the Owner only to the extent provided in the Contract Document, unless otherwise modified by written instrument in accordance with other provision of the Contract. 4.6.2 The Owners Representative will determine in general that the Work is being performed in accordance with the requirements of the Contract Documents, will keep the Owner informed of the progress of the Work, and will endeavor to guard the Owner against defects and deficiencies in the Work. 4.6.3 The Owners Representative will provide for coordination of the activities of other Contractors and of the Owner's own forces with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other Contractors and Owner in reviewing their construction schedules when directed to do so. The Contractor shall make any revisions to the Construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall constitute the schedules to be used by the Contractor, other Contractors and the Owner until subsequently revised. 4.6.5 The Owner will visit the site at intervals appropriate to the stage of construction to become generally familiar with the progress and quality of the completed Work and to determine in general if the Work is being performed in a manner indicating that the Work, when completed, will be in accordance with the Contract Documents. However, the Owner will not be required to make exhaustive or continuous onsite inspections to check quality or quantity of the Work. On the basis of on- site observations, the Owners Representative will keep the Owner informed of progress of the Work, and will endeavor to guard the Owner against defects and deficiencies in the work. 4.6.6 The Owners Representative and Owner will not have control over or charge of and will not be responsible for construction means, method, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's responsibility as provided in Paragraph 3.3, and neither will be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents. Neither the Owners Representative nor the Owner will have control over or charge of or be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work. 4.6.7 Communications Facilitating Contract Administration. Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall communicate through the Owners Representative, and shall contemporaneously provide the same communications to the Owner. Communications by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with other Contractors shall be through the Owners Representative and shall be contemporaneously provided to the Owner. 4.6.8 The Owners Representative will review and certify all Applications for Payment by the Contractor, including final payment. After reviewing and certifying the amounts due the Contractors, the Owners Representative will submit the Project Application and Project Certificate for Payment, to the Owner. 4.6.9 Based on the Owner's observations and evaluations of Contractors' Applications for Payment, and the certifications of the Owners Representative, the Owner will review and certify the amounts due the Contractors and will issue a Project Certificate for Payment. 4.6.10 The Owner will have authority to reject Work which does not conform to the Contract Documents, and to require additional inspection or testing, in accordance with Subparagraphs 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed, but will take such action only after notifying the Owners Representative. Subject to review by the Owner, the Owners Representative will have the authority to reject Work that does not conform to the Contract Documents. Whenever the Owners Representative considers it necessary or advisable for implementation of the intent of the Contract Documents, the Owners Representative will have authority to require additional inspection or testing of the work in accordance with Subparagraphs 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. 4.6.11 The Owner will receive from the Contractor and review and approve all Shop Drawings, Product Data and Samples, coordinate them with information received from other Contractors, and transmit to the Owners Representative those recommended for approval. The Owner's actions will be taken with such reasonable promptness as to cause no delay in the Work of the Contractor or in the activities of other Contractors or the Owner. 4.6.12 The Owner will review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Owner's action will be taken with such promptness consistent with the constraints of the project schedule so as to cause no delay in the Work of the Contractor or in the activities 7/07/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -10 Card Sound Road Restoration of the other Contractors, the Owner, or the Owners Representative, while allowing sufficient time in the Owner's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as Contractor as required by the Contract Documents. The Owner's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Paragraphs 3.3, 3.5 and 3.12. The Owner's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Owner, of any construction means, methods, techniques, sequences or procedures. The Owner's approval of a specific item shall not indicate approval of an assembly of which the item is a component. 4.6.13 The Owners Representative will prepare Change Orders and Construction Change Directives. 4.6.14 Following consultation with the Owners Representative, the Owner will take appropriate action on Change Orders or Construction Change Directives in accordance with Article 7 and will have authority to order minor changes in the Work as provided in Paragraph 7.4. 4.6.16 The Contractor will assist the Owner in conducting inspections to determine the dates of Substantial completion and final completion, and will receive and forward to the Owner written warranties and related documents required by the Contract and assembled by the Contractor. The Owners Representative will forward to the Owner a final Project Application and Project Certificate for Payment upon compliance with the requirements of the Contract Documents. 4.6.17 If the Owner and Contractor agree, the Contractor will provide one or more project representatives to assist in carrying out the Contractor's responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents. 4.6.18 The Owner will interpret and decide matters concerning performance under and requirements of the Contract Documents on written request of the Owners Representative, Owner or Contractor. The Owner's response to such requests will be made with reasonable promptness and within any time limits agreed upon. If no agreement is made concerning the time within which interpretations required of the Owner shall be furnished in compliance with this Paragraph 4.6, then delay shall not be recognized on account of failure by the Owner to furnish such interpretations until 15 days after written request is made for them. 4.6.19 Interpretations and decisions of the Owner will be consistent with the intent of and reasonably inferable from the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and decisions, the Owner will endeavor to secure faithful performance by the Contractor, and will not be liable for results of interpretations or decisions so rendered in good faith. 4.6.20 The Owner's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. 4.7 Claims and Disputes 4.7.1 Definition. A Claim is demand or assertion by one of the parties seeking, as a matter of right, adjustment or interpretation of Contract terms, payment of money, extension of time or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. Claims must be made by written notice. The responsibility to substantiate Claims shall rest with the party making the claim. 4.71 Decision of Owner. Claims, including those alleging an error or omission by the Project Manager or Owner, shall be referred initially to the Owner for action as provided in Paragraph 4.8. A decision by the Owner, as provided in Subparagraph 4.8.4, shall be required as a condition precedent to litigation of a Claim between the Contractor and Owner as to all such matters arising prior to the date final payment is due, regardless of (1) whether such matters relate to execution and progress of the Work or (2) the extent to which the Work has been completed. The decision by the Owner in response to a Claim shall not be a condition precedent or litigation in the event (1) the position of Owner is vacant, (2) The Owner has not received evidence or has failed to render a decision within agreed time limits, (3) the Owner has failed to take action required under Subparagraph 4.8.4 within 30 days after the Claim is made, (4) 45 days have passed after the Claim has been referred to the Owner or (5) the Claim relates to a mechanic's lien. 7/07/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -11 Card Sound Road Restoration 4.7.3 Time Limits on Claims. Claims by either party must be made within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. Claims must be made by written notice. An additional Claim made after the initial Claim has been implemented by Change Order will not be considered unless submitted in a timely manner. 4.7.4 Continuing Contract Performance. Pending final resolution of a Claim unless otherwise agreed in writing the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. 4.7.5 Not Used. 4.7.6 Claims for Concealed or Unknown Conditions. If conditions are encountered at the site which are (1) subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, then notice by the observing party shall be given to the other party promptly before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Owner will promptly investigate such conditions and, if they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend and equitable adjustment in the Contract Sum or Contract Time, or both. If the Owner determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Owner shall so notify the Owner and Contractor in writing, stating the reasons. Claims by either party in opposition to such determination must be made within 21 days after the Owner has given notice of the decision. If the Owner and Contractor cannot agree on an adjustment in the Contract Sum or Contract Time, the adjustment shall be referred to the Owner for initial determination, subject to further proceedings pursuant to Paragraph 4.6. 4.7.7 Claims for Additional Cost. If the Contractor wishes to make Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Paragraph 10.3 If the Contractor believes additional cost is involved for reasons including but not limited to (1) a written interpretation from the Owner, (2) Not Applicable (3) a written order for a minor change in the Work issued by the Owner, (4) failure of payment by the Owner, (5) termination of the Contract by the Owner, (6) Owner's suspension or (7) other reasonable grounds, Claim shall be filed in accordance with the procedure established herein. 4.7.8 Claims for Additional Time. 4.7.8.1. If the Contractor wishes to make Claim for an increase in the Contract Time, written notice as provided herein shall be given. 4.7.8.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time and could not have been reasonably anticipated, and that weather conditions had an adverse effect on the scheduled construction. 4.7.9 Injury or Damage to Person or Property. If either party to the Contract suffers injury or damage to person or property because of an act or omission of the other party, of any of the other party's employees or agents, or of others for whose acts such party is legally liable, written notice of such injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after first observance. The notice shall provide sufficient detail to enable the other party to investigate the matter. If a Claim for additional cost or time related to this Claim is to be asserted, it shall be filed as provided in Subparagraphs 4.7.7 or 4.7.8. 4.8 Resolution of Claims and Disputes 4.8.1 The Owner will review Claims and take one or more of the following preliminary actions within ten days of receipt of a Claim: (1) request additional supporting data from the claimant, (2) submit a schedule to the parties indicating when the Owner expects to take action, (3) reject the Claim in whole or in part, stating reasons for rejection, (4) recommend approval of the Claim by the other party or (5) suggest a compromise. The Owner may also, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. 4.8.2 If a Claim has been resolved, the Owner will prepare or obtain appropriate documentation 7/07/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -12 Card Sound Road Restoration 4.8.3 If a Claim has not been resolved, the party making the Claim shall, within ten days after the Owner's preliminary response, take one or more of the following actions: (1) submit additional supporting data requested by the Owner, (2) modify the initial Claim or (3) notify the Owner that the initial Claim stands. 4.8.4 If a Claim has not been resolved after consideration of the foregoing and of further evidence presented by the parties or requested by the Owner, the Owner will notify the parties in writing that the Owner's decision will be made within seven days, which decision shall be final and binding on the parties. Upon expiration of such period, the Owner will render to the parties the Owner's written decision relative to the Claim, including any change in the Contract Sum or Contract Time or both. If there is a surety and there appears to be a possibility of a Contractor's default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. 4.9 Court Determination of Claims/Disputes. Any claim or dispute for which the parties are unable to achieve a settlement shall be decided by the Circuit Court, 16th Judicial Circuit, Monroe County, Florida. Venue for all claims or disputes shall be in Monroe County, Florida. Mediation shall be conducted in accordance with the rules for the Sixteenth Judicial Circuit, Monroe County, Florida. This Contract shall not be subject to Arbitration. ARTICLE 5 SUBCONTRACTORS 5.1 Definitions 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include other Contractors or subcontractors of other Contractors. 5.1.2 A Sub - subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub- subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub - subcontractor or an authorized representative of the Sub - subcontractor. 5.2 Award of Subcontracts and Other Contracts for Portions of the Work 5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owners Representative for review by the Owner and Owners Representative the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Owners Representative will promptly reply to the Contractor in writing stating whether or not the Owner, Owners Representative or Owner, after due investigation, has reasonable objection to any such proposed person or entity. Failure of the Owners Representative to reply promptly shall constitute notice of no reasonable objection. 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner, or Owners Representative has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. 5.2.3 If the Owner or Owners Representative refuses to accept any person or entity on a list submitted by the Contractor in response to the requirements of the Contract Documents, the Contractor shall submit an acceptable substitute; however, no increase in the Contract Sum shall be allowed for any such substitution. 5.2.4 The Contractor shall not change a Subcontractor, person or entity previously selected if the Owner or Owners Representative makes reasonable objection to such change. 5.3 Sub - Contractual Relations 5.3.1 By appropriate agreement, written where legally required for validity, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities which the Contractor, by 7/07/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -13 Card Sound Road Restoration these Documents, assumes toward the Owner and Owners Representative. Each subcontract agreement shall preserve and protect the rights of the Owner and Owners Representative under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights. When appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub - subcontractors. The Contractor shall make available to each proposed Subcontractor, copies of the Contract Documents which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement which may be at variance with the Contract Documents. Subcontractors shall similarly make copies of applicable portions of such documents available to their respective proposed Sub - subcontractors. 5.4 Contingent Assignment of Subcontracts 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner provided that: .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Paragraph 14.2 and only for those subcontract agreements which the Owner accepts by notifying the Subcontractor in writing; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract ARTICLE 6 CONSTRUCTION BY OWNER OR BY OTHER CONTRACTORS 6.1 Owner's Right to Perform Construction with Own Forces and to Award Other Contracts 6.1.1 The Owner reserves the right to perform construction or operations released to the Project with the Owner's own forces, which include persons or entities under separate contracts not administered by the Owners Representative. The Owner further reserves the right to award other contracts in connection with other portions of the Project or other construction or operations on the site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver or subrogation. 6.1.2 When the Owner performs construction or operations with the Owner's own forces including persons or entities under separate contracts not administered by the Owners Representative, the Owner shall provide for coordination of such forces with the Work of the Contractor who shall cooperate with them. 6.1.3 It shall be the responsibility of the Contractor to coordinate his work with the work of other contractors on the site. The Owner and Owners Representative shall be held harmless of any and all costs associated with improper coordination. 6.2 Mutual Responsibility 6.2.1 The Contractor shall afford the Owner's own forces, Owners Representative and other Contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner's own forces or other Contractors, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Owners Representative and Owner apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's own forces or other Contractors' completed or partially completed or partial completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable. 6.2.3 Costs caused by delays or by improperly timed activities or defective construction shall be borne by the Contractor responsible therefore. 6.2.4 The Contractor shall promptly remedy damage wrongfully caused by the Contractor to completed or partially completed construction or to property of the Owner or other Contractors as provided in Subparagraph 10.2.5. 6.2.5 Claims and other disputes and matters in question between the Contractor and other Contractors shall be subject to the provisions of Paragraph 4.7 provided the other Contractors have reciprocal obligations. 7/07/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -14 Card Sound Road Restoration 6.2.6 The Owner and other Contractors shall have the same responsibilities for cutting and patching as are described for the Contractor in Paragraph 3.14. 6.2.7 Should the Contractor contend that he is entitled to an extension of time for completion of any portion or portions of the work, he shall, within (72) hours of the occurrence of the cause of the delay, notify the Owners Representative in writing, of his contention: setting forth (A) the cause for the delay, (B) a description of the portion or portions of work affected thereby, and (C) all details pertinent thereto. A subsequent written application for the specific number of days of extension of time requested shall be made by the Contractor to the Owners Representative within (72) hours after the delay has ceased to exist. .1 It is a condition precedent to the consideration or prosecution of any claim for an extension of time that the foregoing provisions be strictly adhered to in each instance and, if the Contractor fails to comply, he shall be deemed to have waived the claim. .2 The Contractor agrees that whether or not any delay, regardless of cause, shall be the basis for an extension of time he shall have no claim against the Owner or Owners Representative for an increase in the Contract price, nor a claim against the Owner or Owners Representative for a payment or allowance of any kind for damage, loss or expense resulting from delays: nor shall the Contractor have any claim for damage, loss or expense resulting from interruptions to, or suspension of, his work to enable other contractors to perform their work. The only remedy available to the Contractor shall be an extension of time. 6.3 Owner's Right to Clean Up 6.3.1 If a dispute arises among the Contractor, other Contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish as described in Paragraph 3.15, the Owner may clean up and allocate the cost among those responsible as the Owners Representative, in consultation with the Owner, determines to be just. ARTICLE 7 CHANGES IN THE WORK 7.1 Changes 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. 7.1.2 A Change Order shall be based upon agreement among the Owner, Owners Representative, and Contractor; a Construction Change Directive requires agreement by the Owner, Owners Representative and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by the Owner alone. 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. 7.1.4 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are so changed in a proposed Change Order or Construction Change Directive that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted, either by increase or decrease. 7.2 Change Orders 7.2.1 A change Order is a written instrument prepared by the Owners Representative and signed by the Owner and Contractor, stating their agreement upon all of the following: .1 a change in the Work; .2 the amount of the adjustment in the Contract Sum, if any; and 7/07/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -15 Card Sound Road Restoration .3 the extent of the adjustment in the Contract Time, if any. 7.2.2 The cost or credit to the owner resulting from a change in the Work shall be determined in one or more of the following: .1 mutual acceptance of lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 unit prices stated in the Contract Documents or subsequently agreed upon; .3 cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; .4 or by method provided in subparagraph 7.2.3. 7.2.3 If none of the methods set forth in Clauses 7.2.2.1; 7.2.2.2; or 7.2.2.3 is agreed upon, the Contractor, provided a written order signed by the Owner or Owners Representative is received, shall promptly proceed with the Work involved. The cost of such Work shall then be determined by daily force accounts in a form acceptable to the Owner and Owners Representative and shall include only equipment and personnel hours and materials used to execute the Work. The daily force account forms shall identify Contractor and /or Subcontractor personnel by name, hours for each man, each piece of equipment and total hours for equipment and all material(s) by type for each extra Work activity claim. Each daily force account form shall be signed by the designated Owners Representative's representative no later than the close of business on the day the Work is performed to verify the items and hours listed. Extended pricing of these forms shall be submitted to the Owners Representative with all supporting documentation required by the Owners Representative for inclusion into a change order. Unless otherwise provided in the Contract Documents, cost shall be limited to the following: cost of materials, including sales tax and cost of delivery; cost of labor, including social security, old age and unemployment insurance, and fringe benefits required by agreement or custom; works' or workmen's compensation insurance; and the rental value of equipment and machinery. Markups for overhead and profit will be in accordance with subparagraph 7.2.4. Pending final determination of cost, payments on account shall be made as determined by the Owners Representative. The amount of credit to be allowed by the Contractor for any deletion or change, which results in a net decrease in the Contract Sum, will be the amount of the actual net cost as confirmed by the Owners Representative. When both additions and credits covering related Work or substitutions are involved in any one change, the allowance for overhead and profit shall be figured on the basis of the net increase, if any with respect to that change. 7.2.4 The actual cost of Changes in the Work may include all items of labor or material, power tools, and equipment actually used, utilities, pro rata charges for foreman, and all payroll charges such as Public Liability and Workmen's Compensation Insurance. No percentage for overhead and profit shall be allowed on items of Social Security and Sales Tax. If deductions are ordered the credit shall be the net cost. Items considered as overhead shall include insurance other than that mentioned above, bond or bonds, superintendent, timekeeper, clerks, watchmen, use of small tools, miscellaneous supplies, incidental job costs, warranties, and all general homelfield office expenses. The actual cost of Changes in the Work (other than those covered by unit prices set forth in the Contract Documents) shall be computed as follows: .1 if the Contractor performs the actual Work, the maximum percentage mark -up for overhead shall be five percent (5 %) and the maximum percentage for profit shall be five percent (5 %); .2 if the Subcontractor performs the actual Work, the percentage mark -up for overhead and profit shall be a maximum addition often percent (10%). If the Contractor does not enter into the Work, the maximum mark -up for managing this Work will be five percent (5 %); .3 if the Subcontractor performs part of the actual Work, his percentage mark -up for overhead and profit shall be a maximum addition of then percent (10%) on his direct Work only. If the Contractor performs part of the actual Work, his percentage mark -up for overhead and profit shall be a maximum addition of ten percent (10%) on his direct Work only. 7.2.5 The Contractor shall furnish to the Owner through the Owners Representative, an itemized breakdown of the quantities and prices used in computing the value of any change that might be ordered. Any additional supporting documentation requested by the Owners Representative such as certified quotations or invoices shall be provided by the Contractor to the Owners Representative at no additional cost to the Owner. 7/07/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -16 Card Sound Road Restoration 7.2.6 If the Contractor claims that any instructions given to him by the Owners Representative, by drawings or otherwise, involve extra Work not covered by the Contract, he shall give the Owners Representative written notice thereof within five (5) days after the receipt of such instructions and before proceeding to execute the work, except in emergencies endangering life or property, in which case the Contractor shall proceed in accordance with Paragraph 10.3. .1 The written notice to the Owners Representative for the Extra Work shall include a complete description of the extra Work, the total cost and a detailed cost breakdown by labor, material and equipment for each additional activity required to be performed. Mark -ups shall be limited as specified elsewhere in this Article. .2 Except as otherwise specifically provided, no claim for additional cost shall be allowed unless the complete notice specified by this subparagraph is given by the Contractor. 7.2.7 Unless otherwise agreed in writing, the Contractor shall carry on the Work and maintain its progress during any dispute or claim proceeding, and Owner shall continue to make payments to the Contractor in accordance with the Contract Documents. Disputes unresolved shall be settled in accordance with subparagraph 12.1.1. The Contractor shall maintain completed daily force account forms in accordance with subparagraph 7.2.3 for any dispute or claim item. 7.4 The Owner will have authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order issued through the Owners Representative and shall be binding on the Owner and Contractor. The Contractor shall cant' out such written orders promptly. ARTICLE 8 TIME 8.1 Definitions 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. 8.1.2 The date of commencement of the Work is the date established in the Agreement. The date shall not be postponed by the failure to act of the Contractor or of persons or entities for whom the Contractor is responsible. 8.1.3 The date of Substantial Completion is the date certified by the Owner in accordance with Paragraph 9.8. 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. 8.1.5 The Owner /Owners Representative shall be the final judge as to whether substantial completion has been achieved and certifies the date to the Contractor. 8.2 Progress and Completion 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement, the Contractor confirms that the Contract Time is a reasonable period for performing the Work. 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by the Contractor. The date of commencement of the Work shall not be changed by the effective date of such insurance. Unless the date of commencement is established by a notice to proceed given by the Owner, the Contractor shall notify the Owner in writing not less than five days or other agreed period before commencing the Work to permit the timely filling of mortgages, mechanic's liens and other security interests. 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. 8.3 Delays and Extensions of Time 7/U7/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -17 Card Sound Road Restoration 8.3.1 If the Contractor is delayed, at any time, in the progress of the Work by any act or neglect of the Owner, Owners Representative, or by any employee of either, or by any separate contractor employed by the Owner, or by changes ordered in the Work, or by fire, unusual delay in transportation, adverse weather conditions not reasonably anticipatable, unavoidable casualties or any causes beyond the Contractor's control, or by delay authorized by the Owner, Owners Representative, or by any other cause which the Owners Representative determines may justify the delay, then the Contract Time shall be extended by no cost Change Order for such reasonable time as the Owners Representative may determine, in accordance with subparagraph 6.2.7. 8.3.2 Any claim for extension of time shall be made in writing to the Owners Representative not more than seventy -two (72) hours after the commencement of the delay in accordance with paragraph 6.2.7; otherwise it shall be waived. Any claim for extension of time shall state the cause of the delay and the number of days of extension requested. If the cause of the delay is continuing, only one claim is necessary, but the Contractor shall report the termination of the cause for the delay within seventy -two (72) hours after such termination in accordance with paragraph 6.2.7; otherwise, any claim for extension of time based upon that cause shall be waived. 8.3.3 No claim for an increase in the Contract Sum for either acceleration or delay will be allowed for extensions of time pursuant to this Paragraph 8.3 or for other changes in the Construction Schedules. 8.3.4 If the Project is delayed as a result of the Contractor's refusal or failure to begin the Work on the date of commencement as defined in Paragraph 8.1.2, or his refusal or failure to carry the Work forward expeditiously with adequate forces, the Contractor causing the delay shall be liable, but not limited to, delay claims from other Contractors which are affected. ARTICLE 9 PAYMENTS AND COMPLETION 9.1 Contract Sum 9.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. 9.2 Schedule of Values 9.2.1 Before the first Application for Payment, the Contractor shall submit to the Owner, through the Owners Representative, a schedule of values allocated to various portions of the Work, prepared in such form and supported by such data to substantiate its accuracy as the Owners Representative and Owner may require. This schedule, unless objected to by the Owners Representative or Owner shall be used as a basis for reviewing the Contractor's Applications for Payment. 9.3 Applications for Payment 9.3.1 At least fifteen days before the date established for each progress payment, the Contractor shall submit to the Owners Representative an itemized Application for Payment for Work completed in accordance with the schedule of values. Such application shall be notarized, if required, and supported by such data substantiating the Contractor's right to payment as the Owners Representative and Owner may require, such as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided for elsewhere in the Contract Documents. .1 Such applications may include request for payment because of changes in the Work, which have been properly authorized by Construction Change Directives but not included in Change Orders. .2 Such applications may not include requests for payment of amounts the Contractor does not intend to pay to a Subcontractor or material supplier because of a dispute or other reason. 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or 7/07/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -18 Card Sound Road Restoration otherwise protect the Owner's interest, and shall include applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information and belief, be free and clear of liens, claims security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. All Subcontractors and Sub - subcontractors shall execute an agreement stating that title will so pass, upon their receipt of payment from the Contractor. The warrants are for the administrative convenience of the Owner only and do not create an obligation on the part of the Owner to pay directly any unpaid subcontractor, laborer or materialmen. Such persons must seek payment from the Contractor or his public construction bond surety only. 9.4 Certificate for Payment 9.4.1 The Owners Representative will assemble a Project Application for Payment by combining the Contractor's applications with similar applications for progress payments from other Contractors and, after certifying the amounts due on such applications, forward them to the Owner within seven days. 9.4.2 Within seven days after the Owner's receipt of the Project Application for Payment, the Owners Representative and Owner will either issue to the Owner a Project Certificate for Payment, with a copy to the Contractor, for such amount as the Owners Representative and Owner determine is properly due, or notify the Contractor and Owner in writing of the Owners Representative's and Owner's reasons for withholding certification in whole or in part as provided in Subparagraph 9.5.1. Such notification will be forwarded to the Contractor by the Owners Representative. 9.4.3 The issuance of a separate Certificate for Payment or a Project Certificate for Payment will constitute representations made separately by the Owners Representative and Owner to the Owner, based on their individual observations at the site and the data comprising the Application for Payment submitted by the Contractor, that the Work has progressed to the point indicated and that, to the best of the Owners Representative's and Owner's knowledge, information and belief, quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to minor deviations from the Contract Documents correctable prior to completion and to specific qualifications expressed by the Owners Representative or Owner. The issuance of a separate Certificate for Payment or a Project Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a separate Certificate for Payment or a Project Certificate for Payment will not be a representation that the Owners Representative or Owner has (1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work, (2) reviewed the Contractor's construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 9.5 Decisions to Withhold Certification 9.5.1 The Owners Representative/Owner may decline to approve an Application for Payment if, in his opinion, the application is not adequately supported. If the Contractor and Owners Representative cannot agree on a revised amount, the Owners Representative shall process the Application for the amount he deems appropriate. The Owners Representative may also decline to approve any Application for Payment or, because of subsequently discovered evidence or subsequent inspections, he may nullify, in whole or part, any approval previously made to such extent as may be necessary in his opinion because of (1) defective Work not remedied; (2) third party claims filed or reasonable evidence indicating probable filing of such claims; (3) failure of the Contractor to make payments properly to Subcontractors or for labor, materials, or equipment; (4) reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; (5) damage to the Owners Representative, the Owner, or another contractor working at the project; (6) reasonable evidence that the Work will not be completed within the contract time; (7) persistent failure to carry out the Work in accordance with the Contract Documents. .1 No payment shall be made to the Contractor until certificates of insurance or other evidence of compliance by the Contractor, within all the requirements of Article 11, have been filed with the Owner and Owners Representative. 7/07/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -19 Card Sound Road Restoration 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. 9.6 Progress Payments 9.6.1 After the Owners Representative and Owner have issued a Project Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Owners Representative and Owner. From the total of the amount determined to be payable on a progress payment, ten percent (10 %) of such total amount will be deducted and retained by the Owner until final payment is made. The balance ninety percent (90 %) of the amount payable, less all previous payments, shall be certified for payment. .1 It is understood and agreed that the Contractor shall not be entitled to demand or receive progress payment based on quantities of Work in excess of those provided in the proposal or covered by approved change orders, except when such excess quantities have been determined by the Owners Representative to be a part of the final quantity for the item of Work in question. .2 No progress payment shall bind the Owner to the acceptance of any materials or Work in place, as to quality or quantity. All progress payments are subject to correction at the time of final payments. 9.6.2 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the Contractor on account of such Subcontractor's portion of the Work, the amount to which said Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of such Subcontractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub - subcontractors in similar manner. 9.6.3 The Owners Representative will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Owner, Owners Representative and Owner on account of portions of the Work done by such Subcontractor. 9.6.4 Neither the Owner or Owners Representative shall have an obligation to pay or to see to the payment of money to a Subcontractor except as may otherwise be required by law. 9.6.5 Payment to material suppliers shall be treated in a manner similar to that provided in Subparagraphs 9.6.2, 9.6.3 and 9.6.4. 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. 9.6.7 All material and work covered by partial payments made shall thereupon become the sole property of the Owner, and by this provision shall not be construed as relieving the Contractor from the sole responsibility for the materials and Work upon which payments have been made or the restoration for any damaged material, or as a waiver to the right of the Owner or Owners Representative to require the fulfillment of all the terms of the Contract. 9.6.8 Except in case of bona fide disputes, or where the Contractor has some other justifiable reason for delay, the Contractor shall pay for all transportation and utility services not later than the end of the calendar month following that in which services are rendered and for all materials, tools, and other expendable equipment which are delivered at the site of the Project. The Contractor shall pay to each of his Subcontractors, not later than the end of the calendar month in which each payment is made to the Contractor; the representative amount allowed the Contractor on account of the Work performed by is Subcontractor interest therein. The Contractor shall, by an appropriate agreement with each Subcontractor, also require each Subcontractor to make payments to his suppliers and Sub - subcontractors in a similar manner. 9.8 Substantial Completion 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so the Owner can occupy or utilize the Work for its intended use. 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor and Owners Representative shall jointly prepare and submit to the Owner a 7/07/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -20 Card Sound Road Restoration comprehensive list of items to be completed or corrected. The Contractor shall proceed promptly to complete and correct items on the list. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. Upon receipt of the list, the Owner, assisted by the Owners Representative, will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Owner's inspection discloses any item, whether or not included on the list, which is not in accordance with the requirements of the Contract Documents, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Owner. The Contractor shall then submit a request for another inspection by the Owner, assisted by the Owners Representative, to determine Substantial Completion. When the Work or designated portion thereof is substantially complete, the Owner will prepare a Certificate of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. 9.8.3 Upon Substantial Completion of the Work or designated portion thereof and upon application by the Contractor and certification by the Owners Representative and Owner, the Owner shall make payment, reflecting adjustment in retainage, if any, for such Work or portion thereof as provided in the Contract Documents. 9.9 Partial Occupancy or Use 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required under Subparagraph 11.3.11 and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor and Owners Representative shall jointly prepare and submit a list to the Owner as provided under Subparagraph 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Owner after consultation with the Owners Representative. 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Owners Representative, Contractor shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. 9.10 Final Completion and Final Payment 9.10.1 Upon completion of the Work, the Contractor shall forward to the Owners Representative a written notice that the Work is ready for final inspection and acceptance and shall also forward to the Owners Representative a final Contractor's Application for Payment. Upon receipt, the Owners Representative will forward the notice and Application to the Owner who will promptly make such inspection. When the Owner, based on the recommendation of the Owners Representative, finds the Work acceptable under the Contract Documents and the Contract fully performed, the Owners Representative and Owner will promptly issue a final Certificate for Payment stating that to the best of their knowledge, information and belief, and on the basis of their observations and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in said final Certificate is due and payable. The Owners Representative's and Owner's final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Owner through the Owners Representative (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payments currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor 7/07/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -21 Card Sound Road Restoration knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner, if a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Owners Representative and Owner so confirm, the Owner shall, upon application by the Contractor and certification by the Owners Representative and Owner, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bond have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Owner through the Construction Manger prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of Claims by the Owner as provided in Subparagraph 4.7.5. 9.10.4 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. 9.11 Any requirement of this Article 9 that the Contractor furnish proof to the Owner, or Owners Representative that the subcontractors and materialmen have been paid is for the protection and convenience of the Owner only. Unpaid subcontractors and materialmen may only seek payment from the Contractor and the surety that provided the Contractor's Public Construction Bond. The Contractor must insert this paragraph 9.11 in all its contracts with subcontractors and materialmen. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY 10.1 Safety Precautions and Programs 10.1.1 The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. The Contractor shall submit the Contractor's safety program to the Owners Representative for review and coordination with the safety programs of other Contractors. 10.1.2 In the event the Contractor encounters on the site material reasonably believed to be asbestos or polychlorinated biphenyl (PCB) which has not been rendered harmless, the Contractor shall immediately stop Work in the area affected and report the condition to the Owner and Owners Representative in writing. The Work in the affected area shall not thereafter be resumed except by written agreement of the Owner and Contractor if in fact the material is asbestos or polychlorinated biphenyl (PCB) and has not been rendered harmless. The Work in the affected area shall be resumed in the absence of asbestos or polychlorinated biphenyl (PCB), or when it has been rendered harmless, by written agreement of the Owner and Contractor. 10.1.3 The Contractor shall not be required pursuant to Article 7 to perform without consent any Work relating to asbestos or polychlorinated biphenyl (PCB). 10. 1.5 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner and Owners Representative in writing. The Owner, Contractor and Owners Representative shall then proceed in the same manner described in Subparagraph 10.1.2. 10.1.6 The Owner shall be responsible for obtaining the services of a licensed laboratory to verify a presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to verify that it has been rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor, Owners Representative and Owner the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Contractor, the Owners Representative and the Owner will promptly 7/07/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -22 Card Sound Road Restoration reply to the Owner in writing stating whether or not any of them has reasonable objection to the persons or entities proposed by the Owner. If the Contractor, Owners Representative or Owner has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor, the Owners Representative and the Owner have no reasonable objection. 10.2 Safety of Persons and Property 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub - subcontractors; .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction; and .4 construction or operations by the Owner or other Contractors. 10.2.2 The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of property qualified personnel. 10.2.5 The Contractor shall promptly remedy damage and loss to property referred to in Clauses 10.2.1.2, 10.2.1.3, 10.2.1.4 caused in whole or in part by the Contractor, a Subcontractor, a Sub - subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Clauses 10.2.1.2, 10.2.1.3 and 10.2.1.4, except damage or loss attributable to acts or omissions of the Owner, Constructions Manager or Owner or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Paragraph 3.18. 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Owners Representative. 10.2.7 The Contractor shall not load or permit any part of the construction or site to be loaded so as to endanger its safety. 10.3 Emergencies 10.3.1 In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Paragraph 4.7 and Article 7. ARTICLE 11 INSURANCE AND BONDS 11.1.1 Prior to commencement of Work governed by this contract (including the pre - staging of personnel and material), the Contractor shall obtain, at their own expense, insurance as specified in the attached schedules, which are made part of this Agreement. The Contractor will ensure that the insurance obtained will extend protection to all subcontractors engaged by the Contractor. As an alternative the Contractor may require all subcontractors to obtain insurance consistent with the attached schedules. 7/07/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -23 Card Sound Road Restoration 11.1.2 The Contractor will not be permitted to commence Work governed by the Agreement (including pre - staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the County as specified below. Delays in the commencement of Work resulting from the failure of the Contractor to provide satisfactory evidence of the required insurance shall not extend deadlines specified in this Agreement and any penalties and failure to perform assessments shall be imposed as if the Work commenced on the specified date and time, except for the Contractor's failure to provide satisfactory evidence. 11.1.3 The Contractor shall maintain the required insurance throughout the entire term of this contract and any extensions specified in any attached schedules. Failure to comply with this provision may result in the immediate suspension of all Work until the required insurance has been reinstated or replaced. Delays in the completion of Work resulting from the failure of the Contractor to maintain the required insurance shall not extend deadlines specified in this Agreement and any penalties and failure to perform assessments shall be imposed as if the Work commenced on the specified date and time, except for the Contractor's failure to provide satisfactory evidence. 11.1.4 The Contractor shall provide, to the County in care of the Owners Representative, as satisfactory evidence of the required insurance, either: Certificate of Insurance or A certified copy of the actual insurance policy 11.1.5 The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this Contract. 11.1.6 All insurance policies must specify that they are not subject to cancellation, non - renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. 11.1.7 The acceptance and/or approval of the Contractor's insurance shall not be construed as relieving the Contractor from any liability or obligation assumed under this contract or imposed by law. 11.1.8 The Monroe County Board of County Commissioners, it's employees and officials will be included as "Additional Insured" on all policies, except for Worker's Compensation. 11.1.9 In addition, the County will be named as an additional insured and loss payee on all policies covering County - owned property. 11.1.10 Any deviations from these General Insurance Requirements must be requested in writing on the County prepared form entitled "Request for Waiver of Insurance Requirements" and approved by the Monroe County's Risk Manager. 11.2 Public Construction Bond 11.3.1 The Owner shall require the Contractor to furnish a Public Construction Bond in the form provided by the Owner in this section as a guarantee for the faithful performance of the Contract (including guarantee and maintenance provisions) and the payment of all obligations arising thereunder. The Public Construction Bond shall be in an amount at least equal to the contract price. This contract is subject to the provisions of Section 255.05, Florida Statutes, which are incorporated herein. If change orders render the contract more than ten (10 %) percent higher than the bond amount, the Contractor shall increase the bond amount to cover the entire difference. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK 12.1 Uncovering of Work 12.1.1 If a portion of the Work is covered contrary to the Owners Representative's or Owner's request or to requirements specifically expressed in the Contract Documents, it must, if required in writing by either, be uncovered for their observation and be replaced at the Contractor's expense without change in the Contract Time. 7/07/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -24 Card Sound Road Restoration 12.1.2 If a portion of the Work has been covered which the Owners Representative or Owner has not specifically requested to observe prior to its being covered, the Owners Representative or Owner may request to see such Work and it shall be uncovered by the Contractor, if such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be charged to the Owner, if such Work is not in accordance with the Contract Documents, the Contractor shall pay such costs unless the condition was caused by the Owner or one of the other Contractors in which event the Owner shall be responsible for payment of such costs. 12.2 Correction of Work 12.2.1 The Contractor shall promptly correct Work rejected by the Owners Representative or Owner or failing to conform to the requirements of the Contract Documents, whether observed before or after Substantial Completion and whether or not fabricated, installed or completed. The Contractor shall bear costs of correcting such rejected Work, including additional testing and inspections and compensation for the Owners Representative's and Owner's services and expenses made necessary thereby. 12.2.2 If, within one year after the date of Substantial Completion of the Work or designated portion thereof, or after the date for commencement of warranties established under Subparagraph 9.9.1, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. This period of one year shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual performance of the Work. This obligation under this Subparagraph 12.2.2 shall survive acceptance of the Work under the Contract and termination of the Contract. The Owner shall give such notice promptly after discovery of the condition. 12.2.3 The Contractor shall remove from the site portions of the Work which are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. 12.2.4 If the Contractor fails to correct nonconforming Work within a reasonable time, the Owner may correct it in accordance with Paragraph 2.4. If the Contractor does not proceed with correction of such nonconforming Work within a reasonable time fixed by written notice from the Owner issued through the Owners Representative, the Owner may remove it and store the salvable materials or equipment at the Contractor's expense, if the Contractor does not pay costs of such removal and storage within ten days after written notice, the Owner may upon ten additional days' written notice sell such materials and equipment at auction or at private sale and shall account for the proceeds thereof, after deducting costs and damages that should have been borne by the Contractor, including compensation for the Owners Representative's and Owner's services and expenses made necessary thereby, if such proceeds of sale do not cover costs which the Contractor should have borne, the Contract Sum shall be reduced by the deficiency. If payments then or thereafter due the contractor are not sufficient to cover such amount, the Contractor shall pay the difference to the Owner. 12.2.5 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or other Contractors caused by the Contractor's correction or removal of Work which is not in accordance with the requirements of the Contract Documents, 12.2.6 Nothing contained in this Paragraph 12.2 shall be construed to establish a period of limitation with respect to other obligations which the Contractor might have under the Contract Documents. Establishment of the time period of one year as described in Subparagraph 12.2.2, relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. 12.3 Acceptance of Nonconforming Work 12.3.1 If the Owner prefers to accept Work which is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISION 7/07/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -25 Card Sound Road Restoration 13.1 Governing Law 13. 1.1 The contract shall be governed by the laws of the State of Florida. Venue for any claims or disputes arising under this contract shall be in the Circuit Court of the 16th Judicial Circuit of the State of Florida, Monroe County. 13.2 Successors and Assigns 13.2.1 The Owner and the Contractor each binds himself, his partners, successors, assigns, and legal representatives of such other party in respect to all covenants, agreements, and obligations contained in the Contract Documents. Neither party to the Contract shall assign the Contract or sublet it as a whole without the written consent of the other. 13.2.2 The Contractor shall not assign any monies due or to become due under this Contract without prior written consent of the Owner or Owners Representative. 13.3 Written Notice 13.3.1 Written notice shall be deemed to have been duly served if delivered in person to the individual or a member of the firm or entity or to an officer of the corporation for which it was intended, or if delivered at or sent by registered or certified mail to the last business address known to the party giving notice. 13.3.2 All written correspondence to the Owner shall be serialized, dated, and signed by an authorized representative of the Contractor. The correspondence shall be directed to: Mr. Joe Medallion Director, Upper Keys Public Works Monroe County Public Works Division 88770 Overseas Highway Plantation Key, Florida 33070 13.4 Rights and Remedies 13.4.1 Duties and obligations imposed by the Contract Documents, rights, and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. 13.4.2 No action or failure to act by the Owner, Owners Representative, or Contractor shall constitute a waiver of a right or duty afforded them under the contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing. 13.5 Tests and Inspections 13.5.1 Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws, ordinances, rules, regulations or orders of public authorities having jurisdiction shall be made at an appropriate time. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Owners Representative and Owner timely notice of when and where tests and inspections are to be made so the Owners Representative and Owner may observe such procedures. The Owner shall bear costs of test, inspections or approvals which do not become requirements until after bids are received or negotiations concluded. 13.5.2 If the Owners Representative, Owner, or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Subparagraph 13.5.1, the Owners Representative will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Owners Representative and Owner of when and where tests and inspections are to be made so the Owners Representative and Owner may observe such procedures. The Owner shall bear such costs except as provided in Subparagraph 13.5.3. 13.5.3 If such procedures for testing, inspection or approval under Subparagraphs 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, the Contractor shall bear all costs 7/07/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -26 Card Sound Road Restoration made necessary by such failure including those of repeated procedures and compensation for the Owners Representative's and Owner's services and expenses. 13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Owners Representative for transmittal to the Owner. 13.5.5 If the Owners Representative or Owner is to observe tests, inspections or approvals required by the Contract Documents, the Owners Representative or Owner will do so promptly and, where practicable, at the normal place of testing. 13.5.6 Test or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. 13.6 Not Used. 13.7 Commencement of Statutory Limitation Period 13.7.1 The statute of limitations applicable to this contact are as provided in Section 95.11 (3) (C), Florida Statutes. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT 14.1 Termination by the Contractor 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 days through no actor fault of the Contractor or a Subcontractor, Sub - subcontractor or their agents or employees or any other persons performing portions of the Work under contract with Contractor, for any of the following reasons: .1 issuance of an order of a court or other public authority having jurisdiction; .2 an act of government, such as a declaration of national emergency, making material unavailable; .3 because the Owners Representative or Owner has not issued a certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Subparagraph 9.4.2, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; .4 if repeated suspensions, delays or interruptions by the Owner as described in Paragraph 14.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365 -day period whichever is less; or .5 the Owner has failed to furnish to the Contractor promptly, upon the Contractor's request, reasonable evidence as required by Subparagraph 2.2. 14.1.2 If one of the above reasons exists, the Contractor may, upon seven additional days' written notice to the Owner and Owners Representative, terminate the Contract and recover from the Owner payment for Work executed and for proven loss with respect to materials, equipment, tools, and construction equipment and machinery, including reasonable overhead, profit and damages. 14.1.3 If the Work is stopped for a period of 60 days through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor because the Owner has persistently failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days' written notice to the Owner and Owners Representative, terminate the Contract and recover from the Owner as provided in Subparagraph 14.1.2. 14.2 Termination by the Owner for Cause 14.2.1 The Owner may terminate the Contract if the Contractor: .1 persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper materials; 7/07/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -27 Card Sound Road Restoration .2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; .3 persistently disregards laws, ordinances, or rules, regulations or orders of a public authority having jurisdiction; .or 4 otherwise is guilty of substantial breach of a provision of the Contract Documents. 14.2.2 When any of the above reasons exist, the Owner, after consultation with the Owners Representative, and upon certification by the Owner that sufficient cause exists to justify such action, may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, 72 hours written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: .1 take possession of the site and of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; .2 accept assignment of subcontracts pursuant to Paragraph 5.4; and .3 finishes the Work by whatever reasonable method the Owner may deem expedient. 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Subparagraph 14.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Construction manger's and Owner's services and expenses made necessary thereby, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amounts to be paid to the Contractor or Owner, as the case may be, shall, upon application, be certified by the Owner after consultation with the Owners Representative, and this obligation for payment shall survive termination of the Contract. 14.3 Suspension by the Owner for Convenience 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. 14.3.3 Adjustments made in the cost of performance may have a mutually agreed fixed or percentage fee END OF SECTION 00750 7/07/2011 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 00750 -28 Card Sound Road Restoration BID FORM BID TO: MONROE COUNTY BOARD OF COUNTY COMMISSIONERS C/O PURCHASING DEPARTMENT 1100 SIMONTON STREET, ROOM 1 -213 KEY WEST, FLORIDA 33040 BID FROM: JVA Engineering Contractor, Inc. 6600 NW 32 Ave Miami, FL 33147 The undersigned, having carefully examined the Work and reference Drawings, Specifications, Proposal, and Addenda thereto and other Bid Documents for the construction of Card Sound Road Restoration Monroe County, Florida and having carefully examined the site where the Work is to be performed, having become familiar with all local conditions including labor affecting the cost thereof, and having familiarized himself with material availability, Federal, State, and Local laws, ordinances, rules and regulations affecting performance of the Work, does hereby propose to furnish all labor, mechanics, superintendents, tools, material, equipment, transportation services, and all incidentals necessary to perform and complete said Work and work incidental hereto, in a workman-like manner, in conformance with said Drawings, Specifications, and other Contract Documents including Addenda issued thereto. The undersigned further certifies that he has personally inspected the actual location of where the Work is to be performed, together with the local sources of supply and that he understands the conditions under which the Work is to be performed. The successful bidder shall assume the risk of any and all costs and delays arising from the existence of any subsurface or other latent physical condition which could be reasonably anticipated by reference to documentary information provided and made available, and from inspection and examination of the site. The undersigned shall perform the work at the Unit Price Indicated on the following Bid Form. Further, it is understood that the Bid Form Quantities are estimated for evaluation purposes only and that the final contract price will be determined from the actual quantities measured for payment in accordance with the Contract Documents. Seventy -Eight Thousand Six Hundred Fifty -Eight Dollars. and Seventy-Eight Cents (Total Base Bid - wo ds) �\ 658.72 (Total Base Bid- Signature September 20, 2011 Date 7/07/2011 BID PROPOSAL 00110 -3 Card Sound Road Restoration I acknowledge receipt of Addenda No. (s) NONE . I have included the Bid Proposal which entails the Proposal Form L , the Non - Collusion Affidavit ✓ , the Lobbying and Conflict of Interest Clause ✓ , the Drug -Free Workplace Form ✓ , the Bid Bond ✓ , the Bidder's Insurance Statement ✓ Local Preference Form ✓ Also include a copy of valid licenses ✓ Additional Information. (The above is intended as a courtesy review checklist of the required bid items. However, it does not imply that these are the only items needed. There may be additional requirements not listed here that are listed in other sections of the Project Manual. It is the Contactors responsibility to provide all required bid items.) Mailing Address: Phone Number: Date: September 20, 2011 JVA Engineering Contractor, Inc. Miami FI 111d7 Witness: 7/07/2011 BID PROPOSAL 00110 -4 JVA Engineering Contractor, Inc. 0 0 w 'b Q U N 0 ►- °o 0 y w O w y O aU c 0 o C a� v T Q � UDC i . o • O U U � •O Q � 01 7/7/2011 c �/ '' Lo / W A W 1 _ ff r„ O F BID PROPOSAL A C W U w A C W v, C m � ♦V 0 0 W LL C X_ U) C cu W C a� U) 00110 -5 `a L 0 U U CD f C Of O N f O M O O 1A O O N 1N O c W p O a0 O r N N o a S w tp co .p O CO O t° .O N y y y W3. w w N y w y � y y y y w e � F t J � t� OR 19 r- m (bcq N O y t0 N N y y f0 y y y y y ac v Ld y u H H 6� d C I U O a o c W c ° c h m °c m to 8 � m o S ffi c U 0. L v Z 3 W w e ~ o m o z m g 0 p t pp a W ILL _ x y _ O ly! C S LL > LL. _a W W C W m c m �` m L O atl t o �C LE m G J a W C Q 0 V () C m c c o p o c O O u LL LL m O ~ U$ OQQ LL LL C C p �, Q o g W ° O F % LL LL 3 N y m m H c 0 z c Z x N ti � U E S 5 O m y m ti CL x 0 g 0 p F F o m a W �' b E ffi J m u E S t v � •� v d CC � � ; m = y h a. C7 r4 iii F S z n F F 10 10 10 OC .n >- '- w d .2 -1 -1 a s .n .n U u u� U .n -1 a a -3 a w M t M 7/7/2011 c �/ '' Lo / W A W 1 _ ff r„ O F BID PROPOSAL A C W U w A C W v, C m � ♦V 0 0 W LL C X_ U) C cu W C a� U) 00110 -5 `a L 0 U U Card Sound Road Restoration NON - COLLUSION AFFIDAVIT I Jose M. Alvarez of the city o I s neering Contractor, Inc under penalty of perjury, depose and say that; according to law on my oath, and I am Jose M. Alvarez of the firm of JVA Engineering Contractor, Inc , the bidder making the Proposal for the project described in the notice for calling for bids for: Card Sound Road Restoration Monroe County, Florida and that I executed the said proposal with full authority to do so; 2.) the prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such process with any other bidder or with any competitor; 3.) unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder and will not be knowingly disclosed by the bidder prior to bid opening, directly or indirectly, to any other bidder or to any competitor; and 4.) no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting T ts contained in this affidavit are true and correct, and made with full knowledge County relies upon the truth of the statements contained in this affidavit in ntracts for said project. (Signature of Bidder) (Date) STATE OF: Florida COUNTY OF: Miami -Dade PERSONALLY APPEARED BEFORE ME, the undersigned au (nwTW of individual signing) who, after first being swom by me, U day of ,S.Qic" � My commission expires: 4 17,01 Zp � - L varez in the space provided above on this �,.• " "" Jcr. i.^.11o �t S_-,:% u^D767296 20,2012 Vi ?i'ri.i " �.i OTAPY.com 7/07/2011 BID PROPOSAL 00110 -6 Card Sound Road Restoration LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA it JVA Engineering Contractor, Inc (Company) "... warrants that it has not employed, retained or employee subject to the prohibition of Sect' 2 i employee in violation of Section 3 of Ordi ance County may, in its discretion, terminate co from the contract or purchase price, or oth rwis gift, or consideration paid to the former C un r (Signature STATE OF Florida COUNTY OF Dade 9 /16/2011 (Date) PERSONALLY APPEARED BEFORE ME, the undersigned authority, Jose M. Alvarez Signature Jose M. Alvarez who, after first being swom by me, affixed his/her in the sol oro 'Q (Name of individual signing) Above on this 20th day of September , My 11 . ission expires: c I� 2 "G �!2 ? '��•. , un 0 " 4'�r'rVr •'.,Yiiiifil�4�TAR�.CJfT1 m ervKise had act on its behalf any former County officer or rdiriance No. 010 -1990 or any County officer or 010 -1990. For breach or violation of this provision the wi out liability and may also, in its discretion, deduct )v I the full amount of any fee, commission, percentage, or employee ". 7/07/2011 BID PROPOSAL 00110 -7 Card Sound Road Restoration DRUG-FREE WORKPLACE FORM The undersigned Contractor in accordance with Fl. Statute 287.087 hereby certifies that: JVA Engineering Contractor, Inc (Name of Business) 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform such employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employees will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. n 6. Make a good faith effort to continue to maintain a drug -fi section. As a person authorized to sign the statement, I certify that this fin 9/20/2011 Date of this cements. 7/07/2011 BID PROPOSAL 00110 -8 Card Sound Road Restoration Bidder's Insurance Statement The Insurance requirements are set forth in Section 00900 of the project manual as follows: Insurance Requirement Limits Worker's Compensation Statutory Limits Employer's Liability WC2 $500,000 1$500,000 1$500,000 WCUSLH Same as Employers Liability WCJA Same as Employers Liability General Liability GL2 $250,000 per person; $500,000 per occurrence $50,000 Property Damage or $500,000 Combined Single Limit GLXCU *Required Endorsement Underground, Explosion and Collapse (XCU) Vehicle Liability VL2 $100,000 per person; $300,000 per occurrence (Owned, hired and $50,000 Property Damage Non- owned Vehicles) or $300,000 Combined Limit I understand the insurance that will be mandatory if a all these requirements. All insurers shall have an A.M. Best rating of VI or better Florida. and will comply in full with to do business in the state of JVA Engineering Contractor, Inc Name of Business Signature 9/20/2011 Date 7/07/2011 BID PROPOSAL 00110 -10 Card Sound Road Restoration LOCAL PREFERENCE FORM A. Vendors claiming a local preference according to Ordinance 023 -2009 must complete this form. Name of Bidder/Responder JVA Engineering Contractor, Inc Date: 9/21/2011 1. Does the vendor have a valid receipt for the business tax paid to the Monroe County Tax Collector dated at least one year prior to the notice or request for bid or proposal? No (Please furnish copy. ) 2. Does the vendor have a physical business address located within Monroe County from which the vendor operates or performs business on a day to day basis that is a substantial component of the goods or services being offered to Monroe County? No List Address: Telephone Number: B. Does the vendor /prime contractor intend to subcontract 50% or more of the goods, services or construction to local businesses meeting the criteria above as to licensing and location? No If yes, please provide: 1. Copy of Receipt a bb - ss tax paid to the Monroe County Tax Collector by the subcontractor dated at least one year prior to the tice dir eque for bid or proposal. 2. Subcontractof Addresf withinfMonroe County from which the subcontractor operates: Tel. Number Print Name: JOS L M . m I Zi — , Signature and 1kitle of Apthorized Signatory for STATE OF Florida COUNTY OF Miami -Dade O ti 20th Y of Sept. , 20 11 , before me, the undersigned notary public, personally appeared CD ►+v1. P(LVg , known to me to be the person whose name is subscribed above or who produced erSw w vi as identification, and acknowledged tha is the person who executed the above Local refer I j ce o for th purposes therein contained. Notary lic Print My commi i es: g Zo 12 Seal k 9c 2 7/07/2011 BID PROPOSAL 00110 -11 Card Sound Road Restoration END OF SECTION 00110 7/07/2011 BID PROPOSAL 00110 -12 Contractor Questionnaire 1) A list of the person's shareholders with five (5) percent or more of the stock or, if a general partnership, a list of the general partners; or, if a limited liability company, a list of its members; Jose M. Alvarez is 100% owner and holds all corporate offices. 2) A list of the officers and directors of the person; Jose M. Alvarez 3) The number of years the person has been operating and, if different, the number of years it has been providing the services, goods, or construction services called for in the Bid. Jose M. Alvarez, 10 years as PresidenbQualifier of JVA Engineering Contractor, Inc. and total of 15 years of experience. 4) The number of years the person has operated under its present name and any prior names; 9 years 5) Answers to the following questions regarding claims and suits: i) Has the person ever failed to complete work or provide the goods for which it has contracted? (If yes, provide details.) Never ii) Are there any judgments, claims, arbitration proceeding or suits pending or outstanding against the person, or its officers or general partners? (If yes, provide details.) Never iii) Has the person, within the last five (5) years, been a party to any lawsuit or arbitration with regard to a contract for services, goods or construction services similar to those requested in the specifications? (If yes, provide details.) Never iv) Has the person ever initiated litigation against the county or been sued by the county in connection with a contract to provide services, goods or construction services? (If yes, provide details.) Never v) Whether, within the last five (5) years, an officer, general partner, controlling shareholder or major creditor of the person was an officer, general partner, controlling shareholder or major creditor of any other entity that failed to perform services or furnish goods similar to those sought in the request for bids; Never 6. Customer references; 1. Alvarez Engineers, Juan Alvarez, 305 - 640 -1345 2. Miami -Dade Public Works Department, Nester Melian, 786 - 375 -0004 3. Miami -Dade Water & Sewer Department, Nelson Cespedes, 305 - 607 -0799 4. Miami -Dade County Water & Sewer Department, Jorge Olivero, 786- 282 -5020 5. Miami -Dade County Aviation Department, Johnny Peterson, 786- 295 -7661 7. Credit references; and 1. Suntrust Bank- Tania Lopez, 305 - 559 -3254 2. Supermix Concrete, Roy MacRobert, (305) 262 -3250 ext: 101 3. White Rock Quarries, Alba, 305 - 822 -5322 8. List Subcontractors. CTQB Construction Trades Qualifying Board 1SINESS CERTIFICATE OF COMPETENCY E221300 A ENGINEERING CONTRACTOR INC B.A.: ALVAF2EZ JOSE M Is certified under the provisions of Chapter 10 of Miami -Dade County QUALIFYING TRADE(S) 0003 PIPE LINE ENG 0007 PAVING ENGINEERING 0009 EXCAU & GRADING ENG 0010 LAND CLEAR & GRUBY HermiNo Gorz,l,z P.E. MIA rowm D,Ae C"* r Y OroOSrty dams hmk,. ww w.mi , rnd , Ae.aovNWldr,acoda .q STATE OF FLORIDA Q ` DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION CONSTRUCTION INDUSTRY CENSING 1940 NORTH MONROE STREET BOARD TALLAHASSEE FL 32399 -0783 ALVAREZ, JOSE M JVA ENGINEERING CONTRACTOR INC 6600 NW 32ND AVE MIAMI FL 33147 Congratulations! With this license you become one of the nearly one million Floridians licensed by the Department of Business and Professional Regulation. Our professionals and businesses range from architects to yacht brokers, from boxers to barbeque restaurants, and they keep Florida's economy strong. Every day we work to improve the way we do business in order to serve you better For information about our services, please log onto www.myfloridalicense.com. There you can find more information about our divisions and the regulations that impact you, subscribe to department newsletters and learn more about the Department's initiatives. Our mission at the Department is: License Efficiently, Regulate Fairly. We constantly strive to serve you better so that you can serve your customers. Thank you for doing business in Florida, and congratulations on your new license! (850) 487 -1395 STATE OF FLORIDA AC# it .i t"� DEPARTMENT OF 8U8IN -KSS AND PROFESS IONAT,, REGULATION s CGC1516849' /( p 0981 -698.97 CER RRAL ACTOR TIFIED, ,I R AI,VAREZ , 4TC �� k JVA ENGII�f)3 '{NG, q RACTOR INC IS CERTIFIED undo, the provisions of ch.489 F3 t Expiration date: AUG 31, 201:2 L100.602.00834 DETACH HERE STATE OF FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION CONSTRUC'T'ION INDUSTRY LICENSING BOARD B ATCH LI CENSE NBR S EQ#L100 - 60200834 Q610-2/10 10IQ98169897 CGC'1516849 The GENERAL CONTRACTOR "- NaUfted be 10W IS CERTIF Under the provisions of Chapter €,;;489 F5. EXpira'tion date: AUG 31, 2012 ALVAREZ, JO -SE M JVA ENGINEERING CONTRACTOR INC 6600 NW 3 2ND AVE MIAM -I FL 33147 RkE GRIST • �0�?�R�ra� . DISPLAY AS REQUIRED BY LAW CHARLIE LI. INTERIM SltG"E!T!23RY STATE OF FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION P CONSTRUCTION INDUSTRY LICENSING BOARD 1940 NORTH MONROE STREET TALLAHASSEE FL 32399 -0783 ALVAREZ, JOSE M JVA ENGINEERING CONTRACTOR INC 6600 NW 32ND AVE MIAMI FL 33147 Congratulations! With this license you become one of the nearly one million Floridians licensed by the Department of Business and Professional Regulation. Our professionals and businesses range from architects to yacht brokers, from boxers to barbeque restaurants, and they keep Florida's economy strong. Every day we work to improve the way we do business in order to serve you bettl For information about our services, please log onto www.myfloridalicense.com. There you can find more information about our divisions and the regulations that impact you, subscribe to department newsletters and learn more about the Department's initiatives. Our mission at the Department is: License Efficiently, Regulate Fairly. We constantly strive to serve you better so that you can serve your customers. Thank you for doing business in Florida, and congratulations on your new license! (850) 487 -1395 STATE OF FLORIDA AC# 4 9 8 1 1 8 t- D-EPARTMMM OF Bif3�N$SS iND PROPESSIQI�[AEFTIOl�fi CUC1224696 09816,9893 CERT UNDE &;*tAV CN'TR ALVAREZ, JVA ENGIN I�#C'Y'OR INC s IS CERTIFIED under the ytovisiona of Ch, 4'89 PS sxpiretion date: AUG 31, 2012 L10 06 0 2 0 101 9 i DETACH HERE I AC# 41 I ; � 1 1 `' ti i i STATE OF FLORIDA DEPARTMENT .OF USINESS AND ROFESSIONAL'REGULATION CONSTRU LION INDUSTR LICENSING BOARD SEIQ L1006'0201( LICENSE NBR ORQ CERTIFICATE OF LIABILITY INSURANCE ioji9 /D2oii PRODUCER (305) 822 -7800 FAX (305)5S8-4294 Collinsworth, Alter, Fowler & French LLC 8000 Governors Square Blvd Suite 301 Miami Lakes, FL 33016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED ]VA Engineering Contractor, Inc 6600 NW 32nd Ave Miami, FL 33147 INSURERA: National Trust Insurance Co 20141 INSURERS: FCCI Insurance Company 10178 INSURER c: Federal Insurance Company 20281 INSURER D: A X XCU Not Excl uded INSURER E: IKtr1yl l - I TN:W 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, INSR ADD'L TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMBS GENERAL LIABILITY GL000095842 12/13/2010 12/13/2011 EACH OCCURRENCE $ 1,000,00 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $ 100 CLAIMS MADE rX OCCUR MED EXP (Any one person) $ 5 00 A X XCU Not Excl uded r PERSONAL & ADV INJURY $ 1,000,00 GENERAL AGGREGATE $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 2, 000 , 00 POLICY X PRO- JECT LOC AUTOMOBILE LIABILITY CA00149042 12/13/2010 12/13/2011 COMBINED SINGLE LIMIT $ X ANY AUTO (Ea accident) 1,000,00 BODILY INJURY ALL OWNED AUTOS A SCHEDULED AUTOS -' # } (Per person) $ X BODILY INJURY HIRED AUTOS "'' ` ." - - `• °`^^- "" X NON -OWNED AUTOS j /j (Per accident) $ PROPERTY DAMAGE $ - - (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY UMB00099012 12/13/2010 12/13/2011 EACH OCCURRENCE $ 1,000,00 X OCCUR FI CLAIMS MADE AGGREGATE $ 1, 000 , 00 0 A $ H DEDUCTIBLE $ X RETENTION $ 10,00 $ WORKERS COMPENSATION AND WClOA63078 12/13/2010 12/13/2011 X I WCSrATU OTH- F R EMPLOYERS' LIABILITY E.L. EACH ACCIDENT $ 1,000,00 B ANY PROPRIETOR /PARTNER /EXECUTIVE OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEEI $ 1,000, If yes, describe under SP ECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $ 1, 000, 00 0 n�l Marine 4546 -50 -46 12/11/2010 12/11/2011 Sched Eqpt $919900/$1,000 Ded C Leased /Rented Eqpt $100,000 Misc. Tools $10,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS onroe County BOCC is named as additional insured with respect to general liability. CFRTIFI(tATF FI(N T1FR ^Aunt.. ­ AGORD 25 (2001/08) ©ACORD CORPORATION 1988 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Monroe County BOCC BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY 1100 Simonton Street OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. Key West, FL 33040 AUTHORIZED REPRESENTATIVE Michael Nielson /SANDYS AGORD 25 (2001/08) ©ACORD CORPORATION 1988