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Item C06County of Monroe BOARD OF COUNTY COMMISSIONERS Mayor George Neugent, District 2 The Florida Keys Mayor Pro Tern David Rice, District 4 Terminal Interoffice Memorandum Commissioner David Rice 9400 Overseas Highway Suite 210 Marathon International Airport Marathon, FL 33050 305.289.6000 Boccdis42monroecounty -fl. ov Date: January 18, 2017 To: Kevin Madok, Clerk of the Court County Clerk's Office From: • Commissioner David Rice, District 4 RE: *REVISED* NOTICE OF VOTING CONFLICT Per Florida Statute 112.3143, I hereby disclose by written memorandum that I will abstain from the vote on certain issues that are brought before the Monroe County Board of Commissioners with entities that I am involved with. I will abstain from the vote on issues concerning the following entities: Guidance Care Center, Inc., a private, not - for - profit entity, which receives some of its operational funding from the County, as I currently sit on the Board of Directors of the Care Center. I am also a member of the Board of the Historic Florida Keys Foundation, Inc. At the January 18, 2017 BOCC meeting, I will abstain from the vote on item(s): #C1, and P4 A — a Heather Carruthers, District 3 Danny L. Kolhage, District 1 Sylvia J. Murphy, District 5 Copy of agenda excerpt listing the referenced item(s) is attached for documentation. County of Monroe A BOARD OF COUNTY COMMISSIONERS Mayor George Neugent, District 2 The Florida. Key y w) Mayor Pro Tem David Rice, District 4 �r Danny L. Kolhage, District I Heather Carruthers, District 3 Sylvia J. Murphy, District 5 County Commission Meeting January 18, 2017 Agenda Item Number: C.6 Agenda Item Summary #2505 BULK ITEM: Yes DEPARTMENT: Project Management / Facilities TIME APPROXIMATE: STAFF CONTACT: Doug Sposito (305) 292 -4416 N/A AGENDA ITEM WORDING: Ratification of previously approved Addendum between Florida Key Society of Prevention of Cruelty to Animals, Inc. And Monroe County providing funding for the Construction of the New Animal Control Shelter which now includes Exhibit A in its entirety. ITEM BACKGROUND: The Board of County Commissioners approved the Addendum at its November 22, 2016 meeting, but Exhibit A, which is the contract between the FKSPCA and the construction contractor, DL Porter, inadvertently omitted certain pages. This agenda item now includes the complete Exhibit A with all contract pages included. PREVIOUS RELEVANT BOCC ACTION: The BOCC approved the Amended and Restated Agreement on May 1, 2014. The BOCC approved funding at its September 12 final budget hearing. The BOCC approved with Addendum (with omitted pages in Exhibit A) at its November 22, 2016 meeting. CONTRACT /AGREEMENT CHANGES: Complete Exhibit A now included STAFF RECOMMENDATION: Approval DOCUMENTATION: Addendum with FKSPCA Amended and Restated Connract FKSPCA BOCC Sp Mtg 5 1 14 FINANCIAL IMPACT: Effective Date: 10 /1 /16 Expiration Date: 9/30/18 Total Dollar Value of Contract: $1,500,000.00 Total Cost to County: $1,500,000.00 Current Year Portion: $750,000.00 Budgeted: Yes Source of Funds: 304 Funds CPI: No Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No If yes, amount: Grant: County Match: Insurance Required: Additional Details: REVIEWED BY: Bob Shillinger Skipped 12/22/2016 4:15 PM Doug Sposito Completed 12/23/2016 7:13 AM Christine Limbert Completed 12/27/2016 10:13 AM Budget and Finance Completed 12/28/2016 3:12 PM Maria Slavik Completed 12/29/2016 7:24 AM Kathy Peters Completed 12/29/2016 9:18 AM Board of County Commissioners Completed 01/18/2017 9:00 AM I'Mmmirsf-mr MUM, C ons t ruc ti o n o r. A nimal C on tr o l THIS ADDENDUM (addendum) is entered into this 22 day of November, 2016 by and between MONROE COUNTY (County or Grantor), a political subdivision of the State of Florida and the Florida Keys Society of Prevention of Cruelty to Animals, Inc. (FKSPCA or Grantee), a Florida (501)(c)(3) not -for- profit corporation. WHEREAS, the parties entered into an Amended and Restated Agreement on May 1, 2014 (Amended and Restated Agreement); and WHEREAS, to date, the FKSPCA has raised over $6 million to build and construct a new animal control shelter (the "Facility" or "Project "), but due to rising construction cost, the responses received were above the anticipated construction budget; and WHEREAS, the agreement between the parties and the City of Key West, specifically the 99 -Year Amended and Restated Lease Agreement between County and the City of Key West requires for the Contractor to provide a performance guarantee to the County demonstrating that there are sufficient funds to construct the Facility before a building permit will be issued by the City for the Project; and WHEREAS, the County agrees to grant the FKSPCA an amount not to exceed $1.5 Million on a reimbursement basis to allow for the Project to proceed with construction as planned; and WHEREAS, the County agrees that this Facility will serve a public purpose and will greatly benefit the citizens of Monroe County with little contribution of public funds for the Project; and WHEREAS, the FKSPCA agrees to make the Facility available for use on a temporary basis as needed by the County as a public emergency shelter or a staging area for emergency response equipment during an emergency officially declared by the state or the local government as set forth in F.S. 212.055(2)(d)(1)(d) since the County intends to utilize infrastructure surtax funds for the funding of this Project; NOW, THEREFORE, in consideration of the mutual covenants and payments contained herein, the Grantee and the Grantor have entered into this agreement on the terms and conditions as set forth below. 1. GRANT AGREEMENT PERIOD. This agreement is for the period of October 1, 2016 through to September 30, 2018 (Fiscal Year (FY) 2016/2017 and FY 20171712018). This agreement shall remain in effect for the stated period unless one party gives to the other written notification of termination pursuant to and in compliance with paragraphs 7, 12 or 13 below. The Project work described in Exhibit A must commence within the fiscal year funded which is October 1, 2016 to September 30, 2017. Proof that the r' • _ _ �• • • • ■ c.) Grantee shall exercise good internal controls to assure that the Project as described shall be completed on a timely basis within the proposed budget and shall provi • County includ th o s e b th arc hite c t , en c ontractor or a a- f necessary required to e stablish materials which are purported to be applied to the Project are in fact so applied. 91 Further verification shall be required to show that equipment and other fixtures and personal property covered by this agreement are delivered to and installed in the Project site. When any permit is required by any governmental agency, copies of plans and other documents which are submitted to the applicable agency shall be submitted to the County's Project Management Department to enable verification that the scope of services under this agreement has been provided. a.) Payment may be made upon the completion of specific segments of work as outlined in the Scope of Services and Exhibit A and B. Payment for expenditures permissible by law and County policies shall be made through reimbursement to Grantee upon presentation of Application for Payment Summary, invoices, canceled checks, before and after pictures, verification by the Grantee's project manager and architect/engineer of record, County Engineer signature of inspection and other documentation necessary to support a claim for reimbursement. Included in said documentation shall be proof that the Grantee has received the property, real or personal, for each segment of agreement as outlined in Exhibit A and B and paid an amount equal to or greater than the amount invoiced to the Grantor. The necessary 0 The Contractor shall not transfer custody, release, after, destroy or otherwise dispose of any public records unless • otherwise provided in this provision • as otherwise provided by law. E 19. LICENSING AND PERMITS: Grantee warrants that it shall have, prior to commencement of work under this agreement and at all times during said work, all required licenses and permits whether federal, state, county or city. 21. NOTICE. Any notice required or permitted under this agreement shall be in writing �nd hand delivered • mailed, postage prepaid, to the other party • certified mail, - eturned receipt requested to the following: For Grantee: Florida Keys SPCA 5230 College Road Key West, FL 33040 For Grantor: Monroe County Administrator 1100 Simonton Street Key West, FL 33040 Monroe County Project Managemenl 1100 Simonton St., Rm. 2-231 Key West, FL 33040 IE IOWA MM21MICIGNIM 28. EXECUTION IN COUNTERPARTS. This agreement may be executed in a number of counterparts, each of which shall be regarded as an original, all of which tak together shall constitute one and the same instrument and any of the parties hereto m execute this agreement by signing any such counterpart. I 29. 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. 30. MISCELLANEOUS: As used herein, the terms "contract" and "agreement" shall bz .e ad interchangeably. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be execute the day and year first above written. (SEAL) Attest: Amy Heavilin, Clerk Mayor/Chairman 11 m 10 Ml grim W=, im [Wal The Contract between the FKSPCA and Contractor DL Porter shall be attached hereto as Exhibit A. 13 t c u y � j AG Jd in the year 6 w or d s, AP BETWEEN the Ow ner: (Name, legal status, address and other information) Florida Keys Society for Prevention of Cruelty to Animalsinc 5230 College Road Key Nest, FL 33040 and the Contractor (Name, Pe al stators, address and other information) D.L. Porter Constructors, Inc. 6574 Palmer Park Circle Sarasota, FL 34238 for the following Project: (Name, location and detailed d cri tiop) Florida Days SPCA , nimid Shelter 5711 College Road, Key West, FL 33040 The Architect; (Name, legal star ct address and other information) Richard , Bacon, F IB , President, Bacon Group, Inc. 2641 Sunset Point Road Clearwater, FL 33759 The Owner and Contractor agree as follows, an attomey is encoura respect to Its comp;efion o r AtA Document A201 "u-2007, General Conditions of the Contract for C Is adopted in this document by x ' document is modified Irstt NA 13=rnreft ia'iM- ht 0 191 1913 1925,19W, 1951. 195S, 1161 190, 1967,1974, Ign 190 7 , 1991, 9 A '-"V1 G °; ii"r rcw� �� rt Rr it 1 a r r a c r I n n! ne s "O € f w s : 1 thi %A1A.' arArn.4.k ranyFfKwlkwO'M'rrzr € 'te""Oivechffl'an "dar .wd Ibe t.Edwmay'znur"t- �g-?'��:�a�w undert°fee, law, created on 0711412 16 15,91 Ae under the forms of AIA D men nd'm order no. 2009338501 not for rinale. This docuwnent Is licanaed by the Arnedcan Irtsfih1a ofArdiftcle krone4ne use may, wd may not bs mproduced p a rmpkfin 31 The Contract Time shall be measured from the date of commencement. $ [t f A 101 — ht 1915,1910,1 1 ,1251 1 ,1 7 1 1 e,19Y 1 1997 19 °3 by mw=n t AN a��ildR I:f Oomunnit, Ls pm, we Rr d by U. & rapVTIght Lwm an d hftp -madonal U n 2 r Wo4x r&Pv7J ik =l , or 2 &w.f:�aar..`,5r €�k'Fra3ertsrrnN dal.. &,1.rarl3�,�81laa,Er,: aks1r j UndAuthshw.Thadocuffardwas created on 07114=16 15 :01AB under the teffns of AJA D m rr nd aMer no, 200933850 1 , wra mt for by the Anwican I Bono-' , and may not be reprodwed prbr b Its cmoetbn. § 3.3 The Contractor shalI. achieve Substantial Completion of the entire Work not later than th.ree hundred sixty rive ( 365 ) days from the date ofcommencernent, oras follows: (Insert number ofcalendar days. Alternatively, a calendar date may be used when coordinated with the date of commencement. Ifavvrooriale. insert reauiremen I .......... taffywd& 2 * P wnr� , arl Final completion within thirty (3 0) days thereafter. MIMITIFTE 71-TIMM Substantial Completion Date subject to adjusiments of this Contract Time as provided in the Contract Documents. bonuspaymentsfor early completion of the Wrirk) Liquidated damages relating to failure to achieve substantial completion on time are ar, provided in the Request for Proposal dated April 8, 2016. 1 ARTICLE 4 CONTRACT SUM § 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of th. Contract. 'The Contract S um shal I be Six Million Four Hundred Twenty-Eight Thousand Two Hundred Twenty Four and 00,100 Doll (S 6,428,224.00 ), subject to additions and deductions as provided in the Contract Documents. I WY Sum is based upon the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner. (State the numbers or other idenfification qfaccepled alternates. Ythe bidding or proposal documents permit the Owner to accept other alternates subsequent to the execution ofthis Agreement, attach a schedule ofsuch other alternates showing the aniounifor each and the date tPhen that amount expires) § 4.3 Unit prices, if any. (Identify and state the unit price, stale quantity limilalions, if any, to which the unit price mill be applicable) AIA DOCUMM AIGI � ® 2077. CopftWC 1015, 1918, 1 9Z, 1937,1951, 1%8, 19S1 � 1983, 1967 8Z � 1974, 19n, 19 1991, tud 20177 byTheArnedcan 1nd&M d hut. Ardtaft AM dghb reserved, WARN24Q, - iw"% "P it cy UIL Cc4y Uw Wd Wtmnadwnal Tnmde& Urutnrvollad, repr-War0orf, or &m/ 3 , ibiftn G" th'4 of wrypann. of rf"mzy rmaft h) fifterky chA and c2 f&,n, pnd %q- I'm "'mowcar'W"I W th'a FT"AArnan ealant wxsauie Lau*r ihe u, This dawnwnt was created an 07114=1 :D1:44 under Me terms of AJA Docmtents-en-Demand order no, 2009338501 isnot tor maSs. TKm docromi is kenzed by the Anwicen Insikett of Amhikhft for one-tium use a* oW mvy nd be reproduced pdar b h conplebon, § 4.4 Allowances incl in the Contract Sum, if any: allowance and state exclusions, r allowan orice.) - f i1 ARTICLE 5 PAYMENTS § 5.1 P ROGRESS P AYMENTS provided below and elsewhere in the Contract Documents, 1 I I HIGg Lilywr3alt ili it Provi t an A p p lication of a month, the Owner shall make payment of t cert arnount to the Contractor not later than the l5th day A t fo llowin g mon If an Application for Payment is received by the Architect after the application date fixed above, payment shall be. Triad Architect rmeives the A ppli c a t ion f Payment. (Federal, state or local laws may require payment within a certain period aftime) i, C ontract in accordance with the Do cuments �zs a basis for reviewing the k i C t he per # covered by t A f or Payment MA $nI A 1G1--2W . Co py fthtG 9915 1918 1925 IW7,1991 and 2W7 by rt bNP"e'a dtrs t 34a a Mn3,v {ter, <� utrier 14w Tho dccuinard was created on 07/1412016 15:01 :45 under Me terms of D zr - Demandm order ms, X9338501 is not for male. This nt is by t i for ordr6m use andr and may not be mpmduced poor In its cooplefim § 51B Reduction or limitation of retainage, if any, shall be a's follows: afilisinlende prior o. e• -. - .o reduce or limit percentages inserfedin Sections 5.1.6.1 and 5.1.6.2 above, andthis ps not explained elseiphere inthe Contract Documents, insert here Provisionsfor such redijetion or limitation.) At Owner's oNtion and subieCt to Contractor's w tte rej or equipment which 11ave not been delivered and stored at the site ARTICLE 6 DISPUTE RESOLUTION INITIAL DECISION MAKER 'rhe Architect will sme as Initial Decision Maker pursuant to Section 15.2 of AIA Doctunent.A20 -20 parties appoint below another individual, not a party to this Agreement, to serve as Initial Decision Maker, fffhe parties mutually agree, insert the name, address and other contact information he Initial Decision Maker, if other than the Architect) AIA DocumentA161 rM —2W7. CapyrightO 1915, 1918, IM 1937, 1951, 19W, 1961 1963, 19157,1974,1977,1987,1991,1997 OM 2DU7 by The Arnariimn lrmtA d' Init. Ard*wts.Al A" reserved.WARN Pft'Y 1 .VcA*dhTUA r «1 kas S TreAtz, UnaudxAmd r*,FmrA, um,,t' wfx IS dftVNAk5na'thfs M W O x w w m t , oriny PN'IbG nw nnulft M seveve C k s a and %03 tw Immeaftd W Ulm nuiLn=4 oxti ve. wamus urxiartlw 1m This docuny!Mwas created on 071141201615:01:48 under the teffns UAIA Doruments-on-Dennndlm order no. 2009338501 for mwia. Ttis dovanerd Is rceneed bV the Anedcan Inseutec dArdtom Forone-8m use asty, sid may not be repaduced piorto Its ewrokfion. B INDING R ESOLUTION For any Claim subject to, but not res by, mediation pursuant to Section 15.3 of AIA r 1 method of binding dispute res o l ution #, Contract (Check the appropriate box. 1(the Chimer and do not select a method resplution below Or do not subsequently agree in writing to a binding dispute res res fi 1 -x +r � B, t rt 10Boul B elleair, FL 33756 8A The Contractor's representative P orter Constructors Inc 6574 Palmer Park Circle Sarasota, 3423 <5 Neither the Owner's nor the Contractor's representative shall be changed without ten days written notice to the other p arty. AIA entA101rI— ht 191 1990192519371 1 IM 1961 1 1 1974 1087 IMI, IOU und2007by7h&Amedcw t I nit. All right reserved. WARNING t ''gin all "Ma M, �..?da whar I e Thb dorwnent was efeated on D 7114120 16 15;01 AD under the terms of A,L0. Dmmenur-on-DernandTm wd no, 2009339f; 1 , ary s not for t'r kensed by Infifilred CfArchftech kv one-thrm Y, and may not be mprodmzd pdorb b =Toe tion. 8.6 Other pro visions - See the attached Addendum 1 to th A IA Contract dated October A, 2016 Do cument ` i a Date Pages ] FKSCPA Enumeration of Does List September 19, 2016 7 2 Letter from PI:L. Porter September 2 1 2016 4 3 Letter frorn D.L. Porter September 27 2016 1 Letter from D.L. Porter September 27, 2016 S Schedule of ValueslPay Application S Contractor agrees to obtain and provide all warranty books and rnanrla's from all vendors working on the project, complete with warranty start dates. Secti Title Dat 111ft AlADocurrentAIDI — 7 ht lai5191919 1937,7951 9 1 1 1967 19r 1 7 1991 1997 7k AMbMcK AN rights %Y & Ya t r t ysa Cq,= ws t _ v YYana hYr a a =a c for r §i Y�r,.�wn 4teraY.�FY,b��Y., � „ ?.4n.�H.a �rraz { uo r , a bNc This documntwas created on 071W2016 15:91.48 carder the leans of ALA Ck=ments-an-Derna order n®. 2DO9338501 , and Is not for mWe. TiAs d=xrmd ka Reensed by the Arnerican hatate r# b Numbe T!tJe Date 9.1A Th e Addenda, if any ber Date 101 P ages Addendum 1 to AIA Contract October ® 2016 1 requirements are also enumerated in this Article 9. '' anY forming p art of the Contract Documents .1 AlA Document E201n Di D ata P rotoc o l .2 Other documents, if any, listed below (List here any additional documents that are intended toform part offhe Contract DocInnents, A Ll Document A201-2007 provides that bidding requirements such as advertisement or invilation to bid, Instructions to Bidders, sampleforms and the Conti-actor's bid are not part Of1he Contract Documents unless enumerated in this Agreement They should be listed here only if intended to be P art of the Contract Documents.) AI, AIA Document 201 -2007 Proposal Documents, including Request for Proposal ("UP") dated April 8, 2616 Contractor's bid, including required insurance and bo Addenda 1 to RFP dated May 11, 2016 Addenda 2 to P dated May 17, 2016 Addenda 3 to RFP dated may 20, 2016 Ink Document 1 . Gorfttao 1915 1916 1 1937 19 190, 1061 100, 1957, 1974 19Y7 lw7, igin, 1997 MO 2007 by The kwkan I %me tw to du .. . � fi S o i wider U + t we3 created an 07114/2016 15:01 45 under the terms of ALA Docume n m0ema ad "' order no 2009339501 = rcensed by the Anwican Insfibite or AmhPecb fora w-brne a ARTICLE 10 INSURANCE AND BONDS The Contractor shall purchase and maintain insurance and provide bonds as set fbrth in Article I I of AIA Document A201-2007. (State bonding requirements, ifany and limits offiabdiryfor insurance required in Article 1I ofAM Document A201-2(107) Type of Insurance or Bond Lirnft of Liability or Bond Amount ($D.q Insurance and bond requirements are set forth in the Request for Proposal dated April 8, 2016 Builders Risk insurance per requirements of RFP This Agreement enterc 'nto as of I e Lday and year first written above, OWNER I e) CONTRACTOR (Signature) Jane Dawkins, President C. Marshall White, Vice President (Printed name and title) Init I M 1967 1974,,1977,1987,1991,1997 mid 2007 by The AMMican hnftdo of omigk Ljw end hn&-rr.AiaM 7mrdes.' unaUMOAPAd napmewmkxl nal WM, BIW awaft prd to mw� An nual Latent pft ak"L 9 NEEEfmnzu�m ertmi PMA iarrnsetAIADocumen andOewderase. 2009338501 not forresale. This docxneM is kansed by the Arnedcan Iraduto ofArdAm for one-fto use W*L wW m" nd be nqxoduwd pkwto as coffosom A107-2007 Sections 17.1 and 17.3.2 A141-2004 Exhibit A Sections A9.10.2, A11.203 and A.11.4.6 A142-2004 Exhibit A Section A9.10.2 A142-2004 Exhibit E Section E.1.3 A201-2007 Sections 9.10.2 11.1.3 and 11.3,G A201-2007 SP Sections 9,10.2, 11.1.3 and 11.3.6 A232-2009 Sections 9.10.2, 11.1.3 and 11.3.G A232-2009 SP Sections 9,10.2, 11.1.3 and 11.3.6 A251-2007 Section 13.1.3 A295-2008 Sections 10.2.2, 11.1.3 and 11.3.6 A401-2007 Section 13.3 A401-2007 SP Section 13.3 A441-2008 Section 13.3 C101-1993 Section 9.3 0191-2009 Exhibit A Sections Al2.9.2 and A14.1.3 C196-2008 Section 2.4.5 C197-2008 Section C198-2010 Section 2.9.3 unly, 9 ' 1 0 1 Wr M, 11 W 1 .1 la Q 1 BL tRy 0 wislaffol Ali 94 to WE lus day of October, 2016. The parties hereto agree as fbllows mmmmwmw(— x%j M RI. UST mll N mz=�, Mr. John O'Connor Mr. Tony Jenkins Biltmore ConstructionL" 1055 Ponce de Leon Blvd. Belleajr, FL 33756 R�� I d I'll, !-flirg MR77a =j5INUMMLojj I The following is a recap of the revised pricing based on our recent meeting of August 31, 2016 with the representatives for the FKSPCA. The first itern Yvill be the decisions made after reviewing for original letter dated 8/29116. '1 = INS. I Men jul-wcz(�r Fie a po pal requirement going aluminum frames and sidelights is cheaper than an all hollow metal producL Deduct ($7 , 6259-00) 6uilders risk insurance: Price to add for DL Porter to provide the Builders Risk insurance. ADD $11,595.1 Addifional cost for concrete curb work based on the revised sheet C-2 Add $ 8,441.00 Additional cost to ad 3" to 4® thickness of mulch to the West Side Dog Play Area, Add $ 2,530.00 6574 Palmer Park Circle, Sarasota, Florida 34239 P Office (941) 929-9400 Fax (941) 929-9500 dipoi-lencom September 21, 2016 Page 2 (5) Additional slabs, 6'xl OWO thick, on the shelters west side per revised drawings. Add $3,400.00 As requested, the following is pricing to add a waterproof membrane, Vulkern 350/351 Deck System, over the 2* concrete topping on the NW roof at the mechanical entrance. The membrane will run up the wall 4" where it ties into the building. Also, as part of the change, the aluminum handrail will have a peened finish. Wt R it Cam Ing. Add $2,800.00 J ile oor cet Ing along the east e levation per detail 1 on A-51 0 and in roams 210,212,214 & 225 in lieu of bead board and frywall originally shown. Add $9,816.00 The parapet walIE; shown on S401 & S402, S405, etc. have now been revised which will require engineering by the specialty contractor's engineer. This engineering will also be required on the cold formed 4 C" joist that serve as the roof structure over the east elevation 2" floor balcony. Cost to provI& engineering. Add $3,750.00 the respective sidelights as aluminum storefront It was also determined that these openings would be impact rated. Add $4,222.00 1 Vinyl base is to be installed wherever concrete and stained concrete floor finishes are indicated. Add $2,644.00 AddWonal hardware required based on revised hardware schedule Add $15,468.0f Original Bid prior to cladfi c9tions and requested changes $6,865,061-00 Adjustments based on the above infbirmation $.98,885.00 Revised Pricing $6,963,946.00 KIM 6 1 Change interior partition system shown as details 15GL, 16GL, 17GL 18GL and 19GL to standard non-impact clear anodized, storefront with %tempered glass. Doors to have butt hinges, surface mounted closers, standard push /pull handles, key cylinder with thumb turn and threshold, Deduct ($33,236.00) 6574 Palmer Park Circle, Sarasota, Florida 34238 P Office (941) 929-9400 Fax (941) 929-9500 diporter.com September 21, 2016 Page 3 2. Ise an Englert Series 1300 standing seam roof system with the same profile, height, gauge, material and warranties in lieu of the specified Firestone UC-3 assembly. The material is more readily available Deduct (S10,000.00) 3 Change grey reflected insulated glass in SF13 & SF14 to clear insulated glass, see A 701 Deduct ($7,486.00) Total of Voluntary Alternates Deduct ($50,722.00) Revised contract amount from above $6,963,946.00 Voluntary alternates accepted ($ 50,722.00) Credit for permit fee in original bid, Owner to pay for permit fees ($ 50,000-00) Credit for allowance/confingency included in original bid M50-000-00) Revised contract amount $6,813,224.00 this firne: 1. Elevator- the elevator equipment for one elevator will not be provided at this firne. The elevator shaft will be built as drawn and a temporary wall will be installed at each floor covering the access points. The credit to eliminate the equipment for one elevator is Deduct ($55,000.00) 6574 Palmer Park Circle Sarasota, Florida 34238 P Office (941) 929-9400 Fax (941) 929-9500 d1porter.com September 21, 2016 Page 4 Delete all millwork and cabinets fbrFn the projeft Delete ($152,000.00) I KK M)TY 7 a control raw material price increases that may affect the final price. Us N - . . � il , 8 1 1 # 1T4W1jU KYACZ#1;1.1 00 llvillWot R= ii 7 f C. Marshall White Vice President GMW'kam CC: Jeremy Mosher, D. L. Porter Constructors, Inc. (jermey@dlpgrter.com) Job File 6S74 Palmer Park Circle, Sarasota, Florida 308 P Office (9 1) 929-9400 Fax (941) 929-9500 d1porter.corn ► M711 Florida Keys 5PCA has elected to defer at this time. Please keep In mind that these subcontractors and suppliers have already held their prices for 4 months. Commercial laundry equipment 2 months, however the Increase wou only be in the $800 range. Generator 5 months Millwork and cat play structures 5 months Slgnage 3 months MURIMR X-To WIRTNT ! ! ", Ill* In accepting deferred or alternate items, which would require extending the contract time DL Porter willo �equlre additional general conditions. Let me know if you have any addonal questions, We took forward to workin with your firms and the SPCA o g n this exciting project. M= C. Marshall White Vice President CMW;karn CC. Jeremy Masher, D- L Porter Constructors, Inc- aermeypdlporter.com) Job File 6574 Palmer Park Circle, Sarasota, Florida 34230 Office (941) 929-9400 Fax (941) 929-9500 " L diporter.com D.L Pon Construdors, 1jn IM711T.W.0 Mr. John O'Connor Mr. Tony Jenkins Biltmore Construction Co., Inc. 2055 Ponce de Leon Blvd. Bellealr, FL 33756 , AE: Florida Keys SPCA New Facility Post-bid ciarifications to the Contract Documevo h M-1 September 27, 2016 Page 2 • Some of the details on A-911. i.e. 1, 2 & 3 show I" rigid insulation on the Interior of a portion of the South wall and the East wall on the e floor. However rigid insulation is not necessary at these locations. Gypsum board can be furred out with metal furring as required. Keep furring to a minimum. • Window type 10 and Door 100B shall be aluminum storefront. 6574 Palmer Park Circle, Sarasota, Florida 34238 P Office (941) 929-9400 Fax (941) 929-9500 d1pofter.com 1 4 I ■ I aI I I I I I I I S 21 A 0 B: '0 =0 • tj Z LLJ Ad E _0 ■ C4 W3 i n LL o '13 E M3 LIJ N c 4 03 tl > 0 if C c LU 61 d 0 t eq LLI EL 0 tj a a ri a 5 .9 CL A a • ■ ■ ■ -4 N MI-I I am m M_V 13 Iq 04 6 fSf • • I am m M_V 13 Iq 04 6 fSf q4!m 4uawaajBe Buipunj PGAoidde AsInolAoid jo uOlMIMeN :§ §6 VDdSN=l q4!m wnpu9ppV:4u9wq3e44V Al I 0 ism 6 2E z 0 P 0 LU 114 i lil 19111!111; l: ii'llilIql LU C7 a 60% fift Lq . . . . . . . . L IL. C! C! 0 vi Go rA 0 i ali act m wt C? %o re rri ry 0 'd 04 6n %0 w Wo 4m 64 N 0 am 0 0 u z z + 0 C� 0 In C) 0 e3 CD z a F- 0 CD� �o cl 40 d= CD 1 0 1 0 0 ou P N a o 0 8 8 8 c, C, g 0 g g . 0: 4:6 c; CD 6 cp cr 6 ci 6 6 6 C6 0 Lq rn �4 , F- e :2 ' a 0 , < 0 8 u < 0 0 W7 u 9L. Lo9 fl u kn rq r kn go C3 ®® 'D C. m m C4 C 02, ve %Z o ep vs Ln Cri c'! w . Im % R ?'1 12, r- r % W, Il i W i 09 L ri Iq w C4 rIL LU n U Vi d= ka N e a cp r�r vr wl m m -0 t- rq �w rl fn VI e4 a C� — " I w wt 00 r4 > u M CL W3 . . . z LL. z LU r- Lij cd B .2 0 z z 0 a o o ILI 9z. m E u a 3 AL 2 0 k 78 M. 8 L:6 r= C:6 E < U :5 U " 0 en 0 0 0 8 S COD, 53 8 C) a 19 U a :5 C3 T r� - vs ? T C� - 0 CD 0. R' R M�l 4 DOM:iWTlC WATER RISER DIAGRAM M��UIMOING DETAILS , �� DETAILS R R LEGEND ®--- M��'FIRE PROTECTION PLAN FIRST FLOOR =AIA Memorandum Insurance Cancellation Notice Requirements In September of 2009, the Association for Cooperative Operations Research and Development ( ACORD) amended its Form 25 Certificate of Liability insurance ( ACORD Form 25) as it relates an insurer's duty to give notice of cancellation of an insurance policy. The changes, and related rulings by state insurance administrative agencies, make it difficult or impossible for construction industry professionals to satisfy some requirements found in several AIA Contract Documents. Due to these developments, edits may be required to the standard text of the following AIA Contract Documents: A107 -2007 Sections 17.1 and 17.3.2 A141 -2004 Exhibit A Sections A9.10.2, A11.2.3 and A.11.4.6 A142 -2004 Exhibit A Section A9.10.2 A142 -2004 Exhibit E Section E.1.3 A201 -2007 Sections 9.10.2, 11.1.3 and 11.3.6 A201 -2007 SP Sections 9.10.2, 11.1.3 and 11.3.6 A232 -2009 Sections 9.10.2, 11.1.3 and 11.3.6 A232 -2009 SP Sections 9.10.2, 11.1.3 and 11.3.6 A251 -2007 Section 13.1.3 A295 -2008 Sections 10.2.2, 11.1.3 and 11.3.6 A401-2007 Section 13.3 A401 -2007 SP Section 13.3 A441 -2008 Section 13.3 C101 -1993 Section 9.3 C191 -2009 Exhibit A Sections Al2.9.2 and A14.1.3 C196 -2008 Section 2.4.5 C197 -2008 Section 2.7.5 0198 -2010 Section 2.9.3 C199 -2010 Exhibit A Sections A.5.26.2.2, A6.1.3 and A6.3.6 For more information, please visit AIA.org and read a memorandum entitled "Changes in the Insurance Industry Impact Notice of Policy Cancellation." This memorandum (1) provides an overview of the ACORD Form 25 changes and related rulings by state agencies, and (2) suggests edits that users might incorporate into standard AIA Contract Documents to respond to these changes and rulings. To read the memorandum, visit the AIA Contract Documents Reference Material Web site, www.ala.org /contractdocs /reference. At the bottom of the Reference Material page, click Other Reference Material. On the Other Reference Material page, the memorandum is listed under the subheading "Corrections, Modifications and Important Information." You may also access the memorandum by typing the following URL into your Web browser: www. aia. org/ groups /ala /documents /pdf /aiab101644.pdf ' 01 Document A201TM - 2001 Genera! Conditions of the Contract for Construction for the following PROJECT: (Name and location or address) Florida Keys SPCA Animal Shclter 5711 College Road, Key West, FL 33040 THE OWNER: (Name, legal status and address) Florida Keys Society for Prevention of Cruelty to Animalslnc 5230 College Road Key West, FL 33040 THE ARCHITECT: (Name, legal status and address) Richard S. Bacon, FAIR, President, Bacon Group, Inc. 2641 Sunset Point Road Clearwater, FL 33759 TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR 4 ARCHITECT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY I I INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. Init. AIA Document A201 — 2047. Copyright 01 1911 ,1918,1925,1937,1961,1958,1961 ,1963,1966,1970.1976,1987,1997 and 2007 by The American Institute olArchitects. All rights rmwve& WARNING This Ate "' Document is protected by UZ, Copyright Love and iaataara ti ud Tmalles, Unauthorized mpro- 1 ducliaan av d1sWb€ Ucn of We AV M €3ocurnent, or any pordon of it, nmy result in severe CMI and ci l tnat perwides, and w1H be p glens to the maximum / extent possible under lisp Iaw. This document was created on 071141201615:41:49 under the terms of AIA Documents-on- demand order no. 2009338501 , and Is not for resale. This document is licensed by the Amerimn Instituted ArcitUxts for case -tines use only. and may not to reproduced prior to its cm0ellon. INDEX (Topics and numbers in bold are section headings.) Acceptance of Nonconforming Work 9.6.6, 9.9.3. 12.3 Acceptance of Work 9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3 Access to Work 3.16, 6.2.1, 12.1 Accident Prevention 10 Acts and Omissions 3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 8.3.1, 9.5.1, 10.2.5, 10.2.8, 13.4.2, 13.7,14.1, 15.2 Addenda 1.1.1, 3.11.1 Additional Costs, Claims for 3.7.4, 3.7.5, 6.1.1, 7.3.7.5, 10.3, 15.1.4 Additional Inspections and Testing 9.4.2, 9.8.3, 12.2.1, 135 Additional Insured 11. 1.4 Additional Time, Claims for 3.2.4, 3.7.4, 3.7.5, 3.10.2, 8.3.2, 15.1.5 Administration of the Contract 3.1.3, 4.2, 9.4, 9.5 Advertisement or invitation to Bid 1.1.1 Aesthetic Effect 4.2.13 Allowances 3.8, 7.3.8 All -risk Insurance 11.3.1, 113, 1,1 Applications for Payment 4,25, 7.3.9, 9.2, 93, 9.4, 9,5i 1, 9.6.3, 9.7, 9. 10, 11.1.3 Approvals 2.1.1,2.2.2,2.4,3.1.3 ,3.10.2,3.12.8,3.12.9,3.12.10, 42.7, 9.3.2, 13.5,1 Arbitration 8.3.1, 11.3.10, 111.1, 15.3.2, 15.4 ARCHITECT 4 Architect, Definition of 4.1.1 Architect, Extent of Authority 2.4.1, 3,12.7, 4.1, 4.2, 5.2, 6.3, 7.1.2, 7.3.7, 7.4, 9.2, 9.3.1,9 .4,9.5,9.6.3,9.8,9.10.1,9.10.3, 12.1, 12.2.1, 13.5.1, 13.52, 14.2.2, 14.2.4, 151.3, 15.2.1 Architect, Limitations of Authority and Responsibility 2. 1. 1, 3. 12. 4, 3. 12.8,3.12.10,4.1.2,4.2.1,4.2.2, 4.2.3,4.2.6,42.7,4. 2.10,4:2:12,4.2.13,5.2.1,7.4, 9.4.2, 95.3, 9.6.4, 15.1.3, 15.2 Architect's Additional Services and Expenses 2.4.1, 11.3,1.1, 12.11, 115,2, 13.5.3, 14.2.4 Architect's Administration of the Contract 3.1.3,4.2,3.7.4, 15.2,9.4.1,9.5 Architect's Approvals 2.4.1, 3.1.3, 3.5, 3.10.2, 4.2.7 Architect's Authority to Reject Work 3.5, 4.2.6, 12.1.2, 12.2.1 Architect's Copyright 1.1.7, 1.5 Architect's Decisions 333, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.2.14, 6.3, 7.3.7, 7.3.9, 8.1.3, 8 .3.1,9.2,9.4.1,9.5,9.8.4,9.9.1, 13.5.2, 15.2, 15.3 Architect's Inspections 3.7.4,4.2.2, 4.2.9,9.4.2,9.8.3,9.9.2,9.10.1, 13.5 Architect's Instructions 3.2.4, 3.3.1, 4.2.6, 4.2.7, 13.5.2 Architect's Interpretations 4.2.11, 4.2.12 Architect's Project Representative 4.2.10 Architect's Relationship with Contractor 1.1.2, 1.5, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5, 3.7.4,3.7.5,3.9.2, 3.9.3,3.10,3.11,3.12,3.16,3.18, 4.1.2,4.1.3,4.2,5.2 ,6.2.2,7,8.3.1,9.2,9.3,9.4,9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3.7, 12, 13.4.2, 13.5, 15.2 Architect's Relationship with Subcontractors 1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.3.7 Architect's Representations 9.4.2, 9.5.1, 9.10.1 Architect's Site Visits 3.7.4,4.2.2, 41.9,9.4.2,9.5.1,9.9.2,9.10.1, 13.5 Asbestos 10.3.1 Attorneys' Fees 3.18.1, 9.102, 10.3.3 Award of Separate Contracts 6.1.1, 6.1.2 Award of Subcontracts and Other Contracts for Portions of the Work 5.2 Basic Definitions 1.1 Bidding Requirements 1.1.1, 5.2.1, 11.4.1 Binding Dispute Resolution 9.7,11.3.9,11.3.10 ,13.1.1,15.2.5,152.6.1,15.3.1, 15.3.2, 15.4.1 Boiler and Machinery Insurance 113.2 Bonds. Lien 7.3.7.4, 9.10.2, 9.10.3 Bonds, Performance, and Payment 7.3.7A, 9.6.7, 9.10.3, 11.3.9, 11.4 Building Permit 3.7.1 Capitalization 13 Init ALA Document A201 °' — 2007. CopydgMC 1888,1911,1915 ,1918,1925,1937,1951,1958,1961 ,1963,1966,1970,1976,1987,1997 and 2007 by The American InsbAs of Ar Melcta All rl" reserved. aNIN G: ` lUs Ale Document Is prctactad by U.S. C aptra ight Law and Interriationai "treads, Unauthodzed re 2 duction or dktrlbubon of this NA" Dmu mard, or any paaaUon rA it, rr y resu t In s rt civil and carrlsr hnas. panardos, ond will be prowmed to the maxinturn j extent ,s hale tweeter the law, This document was created on 0711 412016 15:01:49 under the terms of AIA Documents -an- Demand order no. 2009338501 and Is not for resale, This document Is kenseci by the American Institute of Archtleds for one-time use only, and may not be reproduced prior to its . Certificate of Substantial Completion 9.8.3, 9.8.4, 9.8.5 Certificates for Payment 4.2.1, 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6,1, 9.6.6, 9.7, 9.10.1, 9.10.3, 14.1.1.3, 14.2,4, 15.1.3 Certificates of inspection, Testing or Approval 13.5,4 Certificates of Insurance 9.10.2, 11.1.3 Change Orders 1. 1. 1, 2.4.1, 3.4.2, 3.7.4, 3.8.2.3, 3.11.1, 3.12.8, 4.2.8, 5.2.3,7.1.2,7.1. 3,7.2,7.3.2,7.3.6,7,19,7.3.10, 8.3.1, 9.3.1.1, 9.10.3, 10.3.2, 11.3.1..2, 11.3.4, 113.9, 12.1.2, 15.1.3 Change Orders, Definition of 7.2.1 CHANGES IN THE WORK 2.2.1, 3.11, 4.2.8, 7, 7.2.1, 7.3.1, 7.4, 8.3,.1, 9.3.1,1, I 1.3.9 Claims, Definition of 15.1.1 CLAIMS AND DISPUTES 3.2.4, 6.1.1, 6.3, 7.3.9, 9.3.3, 9.10,4, 10.3.3, 15,15 A Claims and Timely Assertion of Claims 15.4.1 Claims for Additional Cost 3.2.4, 3.7.4, 6.1.1, 7.3.9, 10.3.2,15.1A Claims for Additional Time 3.2.4, 3.7.46.1.1, 8.3.2, 10.3.2, 15.1.5 Concealed or Unknown Conditions, Claims for 3.7.4 Claims for Damages 3.2.4, 3.18, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.33, 11.1.1, 11. 3.5,11.3.7,14.1.3,14.2.4,15.1.6 Claims Subject to Arbitration 15.3.1, 15,4.1 Cleaning Up 3.15, 6.3 Commencement of the Work, Conditions Relating to 2.2.1,3.2.2,3.4.1,3. 7.1,3.10.1,3.12.6,5.2.1,5.23, 6.2.2, 8.1.2, 8.22, 8.3.1, 114 1, 113.1, 11.3.6, 11.4.1, 15.1.4 Commencement of the Work, Definition of 8.1.2 Communications Facilitating Contract Administration 3.9.1, 4.2.4 Completion, Conditions Relating to 3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.8, 9.9. 1, 9.10, 12.2, 13.7, 14.1.2 COMPLETION, PAYMENTS AND 9 Completion, Substantial 4.2.9,8.1.1,8.1.3, 8.2.3,9.4.2,9.8,9.9.1,9,.10.3, 12.2, 13.7 Compliance with Laws 1. 6. 1, 3. 2. 3, 3. 6,3.7,3.12.10,3.13,4.1.1,9.6.4, 10.2.2,11.1,11. 3,13.1,13.4,13.5.1,13.5.2,13.6, 14.1.1, 14.2.1.3, 15.2.8, 15.4.2, 15.4.3 Concealed or Unknown Conditions 3.7.4, 4.2.8, 8.3.1, 10.3 Conditions of the Contract 1.1.1, 6.1.1, 6.1.4 Consent, Written 3.4.2,3.7.4,3.12.8 ,3.14.2,4.12,9.32,9.8.5,9.9.1, 9.10.2, 9.10.3, 11.3.1, 13.2, 13.4.2, 15.4,4,2 Consolidation or Joinder 15.4.4 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 1.1A, 6 Construction Change Directive, Definition of 7.3.1 Construction Change Directives 1.1.1,3.4.2,3.12 .8,4.2.8,7.1.1,7.1.2,7.1.3,7.3, 9.3.1.1 Construction Schedules, Contractor's 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2 Contingent Assignment of Subcontracts 5A, 14.2.2.2 Continuing Contract Performance 15.13 Contract, Definition of 1.1.2 CONTRACT, TERMINATION OR SUSPENSION OF THE 5.4.1.1, 113.9,14 Contract Administration 3.1.3,4,9:4,9.5 Contract Award and Execution, Conditions Relating to 3x7.1, 3.10, 5.2, 6.1, 11.1.3, 113.6, 11A.1 Contract Documents, Copies Furnished and Use of 1,51,2.2.5,53 Contract Documents, Definition of 1.1.1 Contract Sum 33.4,3.8,5.2.3 ,7.2,7.3,7.4,9.1,9.4.2,9.5.1.4, 9,6.7, 9.7, 1031, 11.3.1, 14.2.4, 14.3.2, 15.1.4, 15.2.5 Contract Sum, Definition of 9.1 Contract Time 3.7.4, 3.7,5, 3..10.2, 5.2.3, 7.2.1.3, 7.3.1, 7.3.5, 7.4, 8.1.1, 8.2.1, 8.3.1, 9.5.1, 9.7, 10.3,2, 12.1.1, 14.3.2, 15.1.5.1, 15.2.5 Contract Time, Definition of 8.1.1 CONTRACTOR 3 Contractor, Definition of 3.1, 6.1.2 Contractor's Construction Schedules 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2 snit AtA Document A201 TM —2007. Copp W D 1888,1911,1915.1918.1925,1937, 1951, 1958 63 1961 ,19,1966,1970,19776,1967,1997 and 2007 by The American institute of Ardtiteds. All rights reserved. WARNING: This AJA, is protracted by US Copyright I.a w and Inn rn.aVonal Tmades, l natdh dza, d repro 3 dureflo E or dis two ra of U MA Docu rent, car any f rya cal It, may iesult In re c al aTKt cAm nal4 ,, smut mil f o-cmec rte t the onar 4;rarasna e. nt possible under the lava This doournent was created on 07/14/2016 15:01:49 under the terms of AIA Documents-0n- Demand order no. 2009338501 and is not for resale. This docurnent Is licensed by the Amadcan Institute ofArchilects for use only, and may not be reproduced prior to b cornpletlon, Contractor's Employees 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.1.1, 11.3.7, 14.1, 14.2.1.1 Contractor's Liability Insurance 11,1 Contractor's Relationship with Separate Contractors and Owner's Forces 3.12.5, 3.14.2, 4.2.4, 6, 11.3.7, 12.1.2, 12.2.4 Contractor's Relationship with Subcontractors 1.2.2, 3.3.2, 3.18.1, 3.18.2, 5, 9.6.2, 9.6.7, 9.10.2, 11.3.12, 11.3.7, 11.3.8 Contractor's Relationship with the Architect 1.1.2, 1.5, 3.1.3, 3.22, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5, 3.7.4, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.3, 4.2, 5.2, 6.2.2, 7, 8,3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3.7, 12, 13.5, 15.1.2, 15.2.1 Contractor's Representations 3.2.1, 3.2.2, 3.5, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2 Contractor's Responsibility for Those Performing the Work 3.3.2, 3.18, 5.3.1, 6.1.3, 6.2, 9.5.1, 10.2.8 Contractor's Review of Contract Documents 3z Contractor's Right to Stop the Work 9.7 Contractor's Right to Terminate the Contract 14.1, 15.1.6 Contractor's Submittals 3.10, 3.11, 3.12.4, 4.2.7, 5.2.1, 5.2.3, 9.2, 9.3, 9.8.2, 9.8.3, 9.9.1, 9.10.2, 9..10.3, 11.1.3, 11.42 Contractor's Superintendent 3.9, 10.2.6 Contractor's Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3,6,2-4, 7.1.3, 7.3.5, 7.3.7, 8.2, 10, 12, 14, 15.1.3 Contractual Liability Insurance 11.1.1.8, 11.2 Coordination and Correlation 1.2,3.2.1 ,3.3.1,3.10,3.116,6.1.3,6.2.1 Copies Furnished of Drawings and Specifications 1.5, 2.2.5, 3.11 Copyrights 1.5, 3.17 Correction of Work 2.3, 2.4, 3.7.3, 9.4.2, 9.81, 9.8.3, 9.9.1, 12.11, 12.2 Correlation and Intent of the Contract Documents 1.2 Cost, Definition of 7.3.7 Costs 2.4.1,32.4,3.7.3, 3.8.2,3.15.2,5.41,6.1.1,6.2.3, 7.3.3.3, 7.3.7, 7.3.8, 7.3.9, 9.10.2, 10.3.2, 10.3.6, 11 .3,12.1.2,122.1,12.2.4,13.5,14 Cutting and Patching 3.14, 6.2.5 Damage to Construction of Owner or Separate Contractors 3.14.2, 6.2.4, 10.2.1.2, 10.2.5, I0.4, 11.1.1, 11.3, 12.2.4 Damage to the Work 3.14.2, 9.9. 1, 10.2.1.2, 10.2.5, 10.4. I, 11.3.1, 12.2.4 Damages, Claims for 3.2.4, 3.18, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1, 11.3.5, 11.3.7, 14.1.3, 141.4, 15.1.6 Damages for Delay 6.1.1, 8.3.3, 9.5.1.6, 9.7, 10.3.2 Date of Commencement of the Work, Definition of 8.1.2 Date of Substantial Completion, Definition of 8.1.3 Day, Definition of 8.1.4 Decisions of the Architect 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 15.2, 6.3, 7.3.7, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9. 1, 13.5.2, 14.2.2, 14.2.4, 15.1,15.2 Decisions to Withhold Certification 9.4.1, 9.5, 9.7, 14.1.1.3 Defective or Nonconforming Work, Acceptance, Rejection and Correction of 2.3.1,2.4.1,3.5,4.2.6 ,6.2.5,9.5.1,9.5.2,9.6.6,9.8.2, 9.9.3, 9.10.4, 12.2. I Definitions 1.1,2.1.1,3.1-1, 3.5,3.12.1,3.12.2,3.12.3,4.1.1, 15.1.1, 5.1, 6.1.2, 7.2.1, 7.3.1, 8.1, 9.1, 9.8.1 Delays and Extensions of Time 3.2, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7, 10. 3.2,10.4.1,14.3.2,15.1.5,15.2.5 Disputes 6.3, 7.39, 151, 15.2 Documents and Samples at the Site 3.11 Drawings, Definition of 1.1.5 Drawings and Specifications, Use and Ownership of 3.11 Effective Date of Insurance 8.2.2, 11.1.2 Emergencies 10.4, 14.1.1.2, 15.1A Employees, Contractor's 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10. 3.3,11.1.1,11.3.7,14.1,14.2.1.1 Equipment, Labor, Materials or 1.1.3, 1.1,6,3.4,3.5, 3.8.2,3.8.3,3.12,3.13.1,3.15.1, 4.2.6,4.2.7,5.2.1 6 2.1,7.3.7 9.3.2,9.3.3,9.5.1.3, 9.10.2, 10.2.1, 10.2.4, I4.2.1.1,14.2.1.2 Execution and Progress of the Work 1.1.3, 1.2.1, 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3.1, 3.4.1, 3.7. 1, 3.10.1,3.12,3.14,4 2,6.2.2,7.1.3,7.3.5,8.2,9.5.1, 9.9.1, 102 ,10.3,12.2,14.2,14.3.1,15.1.3 (nit MA Document AM - — 2007. CopyrW 1888, 1911,1915 1918,1925,1937,1951, 1958,1961 .1963,1966,1970,1976,1967,1997 and 2007 by The Mieriran hstRLM Of Architects. All rights reservsd. WARNING This M.A. Document Is pirotede-d try US, Cooght Law and irdernatioNmI Tina ties. Umauthodwd re r 4 s��a:i cn distlbution of this A',+ Document, or any i orilcm of it, may r a uft.. ira axe dull and crimInal niriii' , and chill be pro3; d to �a mama um. / extent possible under the Iaw. This doannent was created on 071141201615:01,49 under the terms of AIA Documents -on- Demand order no. 2009338501 , and Is not for resale. This document is kwead by the American Irr;Wa of Archkeds for one-Wne use only and may not be rep oduoed prior to its oampletion. Extensions of Time 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3, 7.4, 9.5.1, 9.7, 10.3.2, 10.4.1, 14.3, 15.1.5, 15.2.5 Failure of Payment 9.5.1.3, 9.7, 9.10.2, 13.6, 14.1.1.3, 14.2.1.2 Faulty Work (See Defective or Nonconforming Work) Final Completion and Final Payment 4.2.1, 4.2.9, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.3.1, 11.3.5, 12.3.1, 14.2.4,14A.3 Financial Arrangements, Owner's 2.2.1, 13.2.2, 14.1.1.4 Fire and Extended Coverage Insurance 11.3.1.1 GENERAL PROVISIONS 1 Governing Law 13.1 Guarantees (See Warranty) Hazardous Materials 10.2.4,103 Identification of Subcontractors and Suppliers 5.2.1 Indemnification 3.17, 3.18, 9.10.2, 10.3.3, 10.3.5, 10.3.6, 11.3.1.2, 11.3.7 Information and Services Required of the Owner 2.1.2, 2.2, 3.2.2, 3.12.4, 3.12.10, 6.1.3, 6.1.4, 6.2.5, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, l 1.2, I 1.4, 13.5.1, 115.2, 14.1.1.4, 143.4, 15.1.3 Initial Decision 15.2 Initial Decision Maker, Definition of 1.1.8 Initial Decision Maker, Decisions 14.2.2,142.4,15. 2.1,15.2.2,15.2.3,15.2.4,15.2.5 Initial Decision Maker, Extent of Authority 14.2:2, 14.2.4, 15.1.3, 15.2.1, 15.2.2, 15.2.3, 15.2:4, 15.2.5 Injury or Damage to Person or Property 10.2.8, 10.4.1 Inspections 3.1.3, 3.3.3, 3.7.1, 4.22, 42.6, 4.2.9, 9.42, 9.8.3, 9.9.2, 9.10.1, 12.2.1, 13.5 Instructions to Bidders l.l.l Instructions to the Contractor 3 .2.4,3.3.1,3.8.1,5.2.1,7,8.2.2, 12, 13.5.2 instruments or Service, Definition of 1.1.7 Insurance 3.18.1,6.1.1,73.7,9.3.2,9.8.4,9.9.1,9.10.2,11 Insurance, Boiler and Machinery l 1.3.2 Insurance, Contractor's Liability 11.1 Insurance, Effective Date of 8.2.2, l 1.1.2 Insurance, Loss of Use 113.3 Insurance, Owner's Liability 11.2 Insurance, Property 10.2.5,11-3 Insurance, Stored Materials 9.3.2 INSURANCE AND BONDS 11 Insurance Companies, Consent to Partial Occupancy 9.9.1, intent of the Contract Documents 1.2.1,4.2.7,4.2.12,4.2.13,7.4 Interest 13.6 Interpretation 1.2.3, 1.4, 4.1.1, 5.1, 6.1.2, 15. 1.1 Interpretations, Written 4.2.11, 4.2.12, 15.1.4 Judgment on Final Award 15.4.2 Labor and Materials, Equipment 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 4.2.6,4.2.7,5.2.1,6 .2.1,7.3.7,9.3.2,9.3.3,9.5.1.3, 9.10.2, 10.2.1,10.2.4,14.2.1.1,14.2.1.2 Labor Disputes 8.3.1 Laws and Regulations 1.5,3.2.3,3.6,3.7,3. 12.10,3.13.1,4.1.1 9.6.4,9.9.1, 10.2.2 11.1.1, 11.3,13.1.1,13.4,13.5.1,13.5.2, 13.6.1, 14,15.2.8, 15.4 Liens 2.1.2, 9.3.3, 9.10.2, 9.10.4, 15.2.8 Limitations, Statutes of I2.2.5, 13.7 15.4.1.1 Limitations of liability 2.3.1,3.2.2,35 3 .12.10,3.17,3.18.1,4.2.6,4.2.7, 4.2.12, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 10.2.5, 10.3.3, 11. 1.2,11.2 11.3.7,12.2.5,13.4.2 Limitations of Time 2.1.2 2.2,2.4,3.2.2 ,3.10,3.11,3.12.5,3.15.1,4.2.7, 5.2,5.3.1,5 - 4°1,6.2 .4,7.3,7.4,8.2,9.2,9.3.1,9.3.3, 9 .4..1,9.5,9.6,9.7,9.8,9.9,9.10, 11.1.3, 11.3.1.5, 11.3 .6,11.3.10,12.2,13.5,13.7,14 15 Loss of Use Insurance 11.3.3 Material Suppliers 1.5,3.12.1,4.2.4,4 .2.6,51.1,9.3,9.4.2,9.6,9.10.5 Materials, Hazardous 10.2.4, 103 Materials, Labor, Equipment and 1.1.3, 1.1.6, 1.5 ..1,3.4.1,3.5,3.8.2,3.8.3,3.12, 3.13.1, 3.I5.1,4.2.6 ,4.2.7,5.2.1,6.2.1,7.3.7,9.3.2 9.3.3, 9.5.1.3, 9.10.2, 10.2.1.2, 10.2.4, 14.2.1.I, 14.2.1.2 Inik ARA Dooamwr! A201"' ® 2067. CoWghtm 1 ,1911,1915 ,1918,1925,1937,1951,1958,1981 ,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute orArd*eCtL All rights reserved. WARNING This ' Dcxurrmrnt is protected ITy US. Copyftht L and thilan tiouaal TiciaUes. Unatriho0zed r trmam 5 tluctmn or iatdWdjran of t .s Ale Document, or any padjon of iL nmy rssu t M severe civil and criminal penaltiras, add wilK be prosecuted to the rmmammrimuarn J extent prasible a :rider the kwd This document was craMed on 07/14/2016 15:01:49 under the tem7s of AIA Docurnents -on- Demand order no. 2009338501 and Is not far resale. This domxnem is lkwvjed by the American Insttiute of Architects for one4kne use only, and may not be reproduced priorto its own0a ion. Means, Methods, Techniques, Sequences and Procedures of Construction 3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2 Mechanic's Lien 2.1.2,15-2.8 Mediation 8.3„1, 10.3.5, 10.3.6, 15.2.1, 153..5 15.2.6, 153, 15.4.1 Minor Changes in the Work 1.1.1,3.12.8,4.2.8,7.1,7.4 MISCELLANEOUS PROVISIONS 13 Modifications, Definition of 1.1.1 Modifications to the Contract L1.1, 1.1.2,3.11 ,4.1.2,4.2.1,5.2.3,7,8.3.1,9.7, 10.3.2, 1 I.3.1 Mutual Responsibility 6.2 Nonconforming Work, Acceptance of 9.6.6, 9.9.3,12.3 Nonconforming Work, Rejection and Correction of 2.3.1,2.4.1,3. 5,4.2.6,6.2.4,9.5.1,9.82,9.9.3, 9.10.4, 12.2.1 Notice 2.2.1, 2.3.1, 2.4.1, 3.2.4, 3.3.1, 3.7.2, 3.12.9, 5.2. 1, 9.7,9.10,10. 2.2,11.1.3,12.22.1,13.3,13.5.1, 13.52,14.1,14.2,15.2.8,15.4.1 Notice, Written 2.3.1,2.4.1,3.3.1, 39.2,3.12.9,3.12.10,52.1,9,.7, 9.10,10.2.2,10.3 ,11.1;3,11.3.6,12.2.2.1,133,14, 15.2.8, 15.4.1 Notice of Claims 3.7.4,10.2.8,15.1.2,15.4 Notice of Testing and Inspections 13.5.1, 13.5.2 Observations, Connector's 3-2,3.7.4 Occupancy 22.2, 9.6.6, 9.8, 11.3.1.5 Orders, Written 1.1.1, 2.3, 3.9.2, 7, 8.2.2, 11.3.9, 12.I, 12.2.2.1, 13.5.2, 14,3.1 OWNER 2 Owner, Definition of 2.1.1 Owner, Information and Services Required of the 2.1.2, 2.2, 3.2.2, 3.12.10, 6.1.3, 6.1.4, 6.15, 9.3.2, 9.6.1, 9.6 9.9,2, 9-10-3,10.3.3, 112, l 1.3, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4, 15.1.3 Owner's Authority 1.5, 2.1.1, 2.3.1, 2.4.1, 3.4.2, 3.8.1, 3.12.10, 3.14.2, 4.1.2,4.1.:3,4.2.4, 4.29,5.2.1,5.2.4,5.4.1,6.1,63, 7.2.1, 7.3.1, 8.2.2, 8.3.1, 9.3.1, 9.3.2, 95, 1, 9.6.4, 9.9.1, 9.10.2, 10.3.2, 11.1.3, 11.3.3, 11.3.10, 12.2.2, 12.3.1,13.2.2,143,14.4,15.2.7 Owner's Financial Capability 2.2.1, 13.2.2, 14.1.1.4 Owner's Liability Insurance 11.2 Owner's Relationship with Subcontractors 1.1.2,52,5.3,5.4,9.6.4,9.10.2, 14.2.2 Owner's Right to Carry Out the Work 2.4, 14.2.2 Owner's Right to Clean Up 63 Owner's Right to Perform Construction and to Award Separate Contracts 6.1 Owner's Right to Stop the Work 23 Owner's Right to Suspend the Work 14.3 Owner's Right to Terminate the Contract 14.2 Ownership and Use of Drawings, Specifications and Other Instruments of Service 1.1.1, 1.1.6, 1.1.7, 1.5, 2.2.5, 3.2.2, 3.11.1, 3.17, 4.2.12, 5.3.1 Partial Occupancy or Use 9.6.6, 9.9, 11.3.1.5 Patching, Cutting and 3.14, 6.2.5 Patents 3.17 Payment, Applications for 4.2.5,7.3.9,92,93, 9.4,9.5,9.6.3,9.7,9.8.5,9.10.1, 14.2.3, 14.2.4, 14.4.3 Payment, Certificates for 4.2.5,4.2.9,9.33, 9.4,9.5,9.6.1,9.6.6,9.7,9.10.1, 9.10.3, 13.7, 14.1.1.3, 14.2.4 Payment, Failure of 9.5.1.3, 9.7, 9.10.2, 13.6, 14.1.1.3, 14.2.1.2 Payment, Final 4.2.1, 4.2.9, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1, 12.3.1, 13.7, 14.2.4, 14.4.3 Payment Bond, Performance Bond and 7.3.7.4,9.6.7,9.10.3,11A Payments, Progress 9.3, 9.6,9-8.5, 9.10.3, 13.6, 14.2.3, 15.1.3 PAYMENTS AND COMPLETION 9 Payments to Subcontractors 5:4.2,9 .5.1.3,9.6.2,9.6.3,9.6.4,9.6.7, 14.2.1.2 PCB 1.0.3.1 Performance Bond and Payment Bond 7.3.7.4, 9.6.7, 9.10.3,1IA Permits, Fees, Notices and Compliance with Laws 2.2.2, 3.7, 3.13, 7.3.7.4, 10.2.2 PERSONS AND PROPERTY, PROTECTION OF 10 Polychlorinated Biphenyl 10.3.1 Init MA Doewtlsnt A2M1- — 2007. Copyright 1888 1911,1915.1918 95 1925,1937,1951,18 63 1961,19 1966,1970,1976,1987,1997 and 2007 by The American Instincts of Aeddtects. All rights reserved. WARNl : Thai Aie p Documant Is prMsciecil tit^ faS. c i t t � � 0rst r f sx l f . t�rr�s�f9ror�d i � du€`tic` n or dis b don of this " f uirnert, or any rfl n It, may m uft in e dvit and r � 9rr�inal 1ria s,. arid i! be . : a trs the imaxhnum / extent possible under the law This document was created on 07/1412016 1 5:01A9 under the terms of AIA Documents -on- Demand order no 2009338501 . and Is not for . This document Is licensed by dm American Instit of Archttecis for one4kne use only, and may not be mprodoced prior to Its complebon: Product Data, Defrtition of 3.12.2 Product Data and Samples, Shop Drawings 3.11, 3.12, 4.2.7 Progress and Completion 4.2.2, 8.2, 9.8, 9.9.1, 14.1.4, 15.1.3 Progress Payments 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 142.3, 15.1.3 Project, Definition of 1.1.4 Project Representatives 4.2.I0 Property insurance 10.2.5,113 PROTECTION OF PERSONS AND PROPERTY 10 Regulations and Laws 1.5,3.2.3,3.6,3.7, 3.12.10,3.13,4.1.1,9.6.4,9.9.1, 10.2.2,11.1,11.4,13 .1,13.4,13.5.1,13.5.2,13.6,14, 15.2.8, 15.4 Rejection of Work 3.5, 4.2.6, 12.2.1 Releases and Waivers of Liens 9.10.2 Representations 3.2.1,3.5,3.12.6 ,6.2.2,8.2.1,93.3,9.4.2,9.5.1, 9.8-2,9.10.1 Representatives 2.1.1,3.1.1,3.9 ,4.1.1,4.2.1,42.2,4.2.10,5.1.1, 5.1-2,131.1 Responsibility for Those Performing the Work 3.32,3.18,42.3,5.3.1,6,.1.3,6.2,6.3,9.5.1, 10 Retainage 9.3.1,9 .6.2,9.83,9.9.1,9.10.2,9.10.3 Review of Contract Documents and Field Conditions by Contractor 3.2, 3.12.7, 6.1.3 Review of Contractor's Submittals by Owner and Architect 3.10.1,3.10.2,3 .11,3.12,42,5.2,6.1.3,9.2,9.8.2 Review of Shop Drawings, Product Data and Samples by Contractor 3.12 Rights and Remedies 1.1.2, 2.3, 2.4, 3.5, 3.7.4, 3.15.2, 42.6, 5.3, 5.4, 6. 1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, I0.2.5, 10.3, 12.22, 12.2.4, 13.4, 14,15A Royalties, Patents and Copyrights 3.17 Rules and Notices for Arbitration 15.4.1 Safety of Persons and Property 10.2, 10.4 Safety Precautions and Programs 3.3.1, 4.2.2, 4.2.7, 5.3.1, 10.1, 10.2, 10.4 Samples, Definition of 3.123 Samples, Shop Drawings, Product Data and 3.11, 3.12, 4.2.7 Samples at the Site, Documents and 3.11 Schedule of Values 9.2, 9.3.1 Schedules, Construction 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2 Separate Contracts and Contractors 1.1 A, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 6, 8.3.1, 12.1.2 Shop Drawings, Definition of 3.12.1 Shop Drawings, Product Data and Samples 3.11, 3.12, 42.7 Site, Use or 3.13, 6.1.1, 6.2.1 Site Inspections 3.2.2, 3.3.3, 3.7.1, 3.7.4,4.2,9.4.2,9.I0.1, 13.5 Site Visits, Architect's 3.7.4,4.2.2, 4.2.9,9.4.2,9.5.1,9.9.2,9.10.1, 13.5 Special Inspections and Testing 42.6, 12.2.1, 13.5 Specifications, Definition of 1.1.6 Specifications 1.1.1,1.1.6, 1.2.2, 1.5,3.11,3.12.10,3.17,4.2.14 Statute of Limitations 13.7, 15.4.1.1 Stopping the Work 2.3, 9.7, 10.3, I4.1 Stored Materials 6.2.1, 9.3.2, 10.2.1.2, 10.2.4 Subcontractor, Definition of 5.1.1 SUBCONTRACTORS 5 Subcontractors, Work by 1.2.2, 3.3.2, 3.12.1, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6.7 Subcontractual Relations 53, 5.4, 9.3.1.2, 9.6, 9.10, 10.2.1, 14. I, 14.2.1 Submittals 3.10,3.11,3.12, 4.2.7,52.1,5.2.3,7.3.7,9.2,9.3, 9.8, 9.9.1, 9.10.2, 9.10.3, 11.1.3 Submittal Schedule 3.10.2, 3.12.5, 4.2.7 Subrogation, Waivers of 6.1.1, 113.7 Substantial Completion 4.2.9,8.1.1,8.1. 3,8.2.3,9.4.2,9.8,9.9.1,9.10.3, 12.2, 13.7 Substantial Completion, Definition of 9.8.1 Substitution of Subcontractors 5.2.3, 5.2.4 Substitution of Architect 4. 1.3 AIA Document A201 — 2007. Copyr{ght 0 1888, 1911,1915, 1816, 1925,1937,1951,1958,1961 ,1963,1966,1970,1976,1987,1997 and 2007 by The Mtemican Init. Institute of Architacts. All rights reserved. WARNING: This Me Ehxwnrent Ispititnetod by US, Copyright Law and Intaaea ab omil Tnnnia& Urmatlhadmed mltra. 7 at ram I s tea. i n rat d En a " meWI tae any laGrutin rat It may mau t in as . e civil and riminal naltti , and will s a ut ;l tau than n t axinturn 1 extent Wasible tinder Om lam, This document was created on 07114!201615:01 :49 under the terms of AIA Documents -on - Demand order no. 2009338501 and is not for resale. This document Is tioenued by the American Institute of And for one-lime use only. and may not be reproduced prior to Ire completion, Substitutions of Materials 3.4.2, 3.5, 73.8 Sub - subcontractor, Defmition of 5.1.2 Subsurface Conditions 333 Successors and Assigns 13.2 Superintendent 3.9, 102.6 Supervision and Construction Procedures 1.2.2, 33, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4, 7.1.3, 7.3.7, 8.2, 8.3.1, 9.4.2, 10, 12, 14, 15.1.3 Surety 5.4.I.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2, 15.2.7 Surety, Consent of 9.10.2, 9.10.3 Surveys 2.2.3 Suspension by the Owner for Convenience 143 Suspension of the Work 5.4.2, 14.3 Suspension or Termination of the Contract 5.4.1.1, 14 Taxes 3.6, 3.8.2.1, 7.3.7.4 Termination by the Contractor 14.1, 15.1.6 Termination by the Owner for Cause 5.4.1.1, 14.2, 15.1.6 Termination by the Owner for Convenience 14.4 Termination of the Architect 4.1.3 Termination of the Contractor 14.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT 14 Tests and Inspections 3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.83, 9.9.2, 9.10.1, 10.3.2, 11A.1.1, 12.2.1, 13.5 TIME 8 Time, Delays and Extensions of 3.2.4,3.7.4,5.2.3 ,7.2.1,7.3.1,7.4,8.3,9.5.1,9.7, 10.3.2, 10.4.1, 14.3.2, 15.1.5, 15.2.5 Time Limits 2.1.2, 2.2, 2.4, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2, 5.2,5.3,5.4,6.2 .4,7.3,7.4,8.2,9.2,9.3.1,9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 12.2, 13.5, 13.7,14,15.1.2,15.4 Time Limits on Claims 3.7.4, 10.2.8, 13.7, 15.1.2 Title to Work 9.3.2, 9.3.3 Transmission of Data in Digital Form 1.6 UNCOVERING AND CORRECTION OF WORK 12 Uncovering of Work 12.1 Unforeseen Conditions, Concealed or Unknown 3.7.4, 8.3.1, 10.3 Unit Prices 73.3.2, 7.3.4 Use of Documents I.1.1, L5,, 2.2.5, 3.12.6, 5.3 Use of Site 3.13, 6.1.1, 62.1 Values, Schedule of 9.2, 9.3.1 Waiver of Claims by the Architcct 13 *2 Waiver of Claims by the Contractor 9.10.5, 13.4.2, 15.1.6 Waiver of Claims by the Owner 9.9.3, 9.10.3, 9.10.4, 12.2.2.1, 13.4.2, 14.2.4, 15.1.6 Waiver of Consequential Damages 14.2.4, 15.1.6 Waiver of Licns 9.10.2, 9.10.4 Waivers of Subrogation 6.1.I, 113.7 Warranty 35, 4.2.9,9.3.3,9.8.4,9.9.1,9.10.4, 12.2.2, 13.7 Weather Delays 15.1.5.2 Work, Definition of 1.13 Written Consent 1.5-2,3.4.2,3.7.4,3.12.8,3.14.2,4.1.2,9.3.2,9.8.5, 9.9.1, 9.10.2, 9,10.3, 11.4.1, 13.2, 13.4.2, 15.4.4.2 Written Interpretations 4.2.11, 42,12 Written Notice 2.3,14,3.3.1,3.9, 3.12.9,3.12.10,5.2.1,8.2.2,9.7, 9.10, 10.2.2, 10.3, 11.1.3, 12.2.2, 12.2.4. 13.3, 14, 15.4.1 Written Orders 1.1.1, 2.3, 39, 7, 8.2.2, 12.1, 12.2, 13.5.2, 14.3. 1, 15.1.2 Init. AIA Doeument A281- — 2087. Copyright 1888,1911,1915,1918, 1925,1937,1951 1958,1961;,1963,1966,1974, 1976,1987, 1997 and 2D07 by The Arnedran Institute otArehilectL AM rights reserved. 4 N8i & %1s AIA,'` Docurnent is pmt wed t,7 U S, Coplaight Law and i temati l ;VaUgS, Urmuthodzed " 8 rtracOon or fttddbuLlon of this A Docunwnt, of any rdon of it, may S, tt In sevare ctvfl and riir h'iA penis €ties, mnd Mil to pro"tuted to tbe maxi urn ! extent possible under ice . This dommentwas created on 07114/2016 15 .49 under the terms of AIA Documents -on- Demand order no. 2009338501 , and Is not for resale. This document Is licensed by the Anerican Inft to of An hiieds for one -tirne use ony, and may not be nq oduced prior to its completion, ARTICLE 1 GENERAL PROVISIONS § 1.1 BASIC DEFINITIONS § 1.1.1 THE CONTRACT DOCUMENTS The Contract Documents are enumerated in the Agreement between the Owner and Contractor (hereinafter the Agreement) and consist of the Agreement, 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 (l) 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 issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include the advertisement or invitation to bid, Instructions to Bidders, sample forms, other information furnished by the Owner in anticipation of receiving bids or proposals, the Contractor's bid or proposal, or portions of Addenda relating to bidding requirements. § 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 (1) between the Contractor and the Architect or the Architect's consultants, (2) between the Owner and a Subcontractor or a Sub - subcontractor, (3) between the Owner and the Architect or the Architect's consultants or (4) between any persons or entities other than the Owner and the Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. § 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 the Owner and by separate contractors. § 1.1.5 THE DRAWINGS The Drawings are the graphic and pictorial portions of the Contract Documents 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, systems, standards and workmanship for the Work, and performance of related services. § 1.1.7 INSTRUMENTS OF SERVICE Instruments of Service are representations, in any medium of expression now known or Iater developed, of the tangible and intangible creative work performed by the Architect and the Architect's consultants under their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials. § 1.1.8 INITIAL DECISION MAKER The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2 and certify termination of the Agreement under Section 142.2. § 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS § 1.2.1 The intent of the Contract Documents 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 indicated results. Init. AIA Document A201- — 2007. Copyright saw 1911 1915, 1518,1925,1937,1951 . 1958, 1961, 1963, 1966.1970,1976, 1987,1997 and 2007 by The American Institute of Archileds. All rights reserved. y l ttl ° Hits t IA" Document Is protected by S, Copyright t grad Irnt rrnaftnaai Treaties, t� a In r rv- 9 du tlan m diet °61�ea an of this A9tk "' 9 eaa: uniont, o any I°a;;rz on l It, may resull in Tea chill and taftrOnal snuff; , a nd III i p arcu to Um rnaaxtr urn f extent possible under this law, This document was created on 07114/2016 15- 111:49 under the temrs of A1A Documents - on- Demand order no, 2009338501 , and is not far resale. This document 15 tioerrsad by the American institute of Architects for one-time use only, and may rot be reproduced prior to Its completion.. § 1.2.2 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. § 1.23 [Unless otherwise staled in the Contract Documents, words that have well -known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. § 1.3 CAPITALIZATION Terms capitalized in these General Conditions include those that are (1) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents published by the American Institute of Architects. § 1.4 INTERPRETATION 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. § 1.5 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE § 1.5.1 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and will retain all common law, statutory and other reserved rights, including copyrights. The Contractor, Subcontractors, Sub - subcontractors, and material or equipment suppliers shall not own or claim a copyright in the Instruments of Service. 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 Architect's or Architect's consultants' reserved rights. § 1.5.2 The Contractor, Subcontractors, Sub - subcontractors and material or equipment suppliers are authorized to use and reproduce the Instruments of Service provided to them solely and exclusively for execution of the Work. All copies made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service. The Contractor, Subcontractors, Sub - subcontractors, and material or equipment suppliers may not use the Instruments of Service on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, Architect and the Architect's consultants, § 1.6 TRANSMISSION OF DATA IN DIGITAL FORM If the parties intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions, unless otherwise already provided in the Agreement or the Contract Documents. ARTICLE 2 OWNER § 2.1 GENERAL § Z1.1 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 Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization. Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. § 2.1.2 The Owner shall furnish to the Contractor within fifteen days after receipt of a written request, information necessary and relevant for the Contractor to evaluate, give notice of or enforce mechanic's lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner's interest therein. § 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER § 221 Prior to commencement of the Work, the Contractor may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract. Thereafter, the Contractor may only request such evidence if (l) the Owner fails to make payments to the Contractor as the Contract Documents require; (2) a change in the Work materially changes the Contract Sum; or (3) the Contractor identifies in writing a reasonable concern regarding the Owner's ability to make payment when due. The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work or the portion of the Work affected by a material change. After the Owner furnishes the evidence, the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. AIA Document A201 vu 2007. Copyright 01888, 1911.,1915,1918,1925,1937,1951, 195B 1981,1963,1986 1970,1976 1987, 1997 and 2007 by The American Init. tnstitute of Architect& All rights reserved YVARNA G: This T 't1 xurn ant is protecuvi by U S, � di; R Law and h-1 ama'"onai TvvaUss. Unaulhoulz W � � duction r mist i tion oat Ulif s Ale Docu ment, or wy a of it , uh in savers civil ,areal � l aulexrs6 � a itl� , as �l ��iii tai ° sly t �aacF +a�n f o4ent possible under The l aWL This document was created ore 07114/2018 15.01'49 under the terms of AIA Documents -on- Demand order no. 2009338501 , and is not for resale. This document Is licensed by the American Institute of Architects for one-time use only. and may not be reproduced prior to its completion. § 2.22 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, casements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. § 2.23 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 224 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's control and relevant to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor's written request for such information or services. § 2.25 Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor one copy of the Contract Documents for purposes of making reproductions pursuant to Section 1.5.2. § 23 OWNER'S RIGHT TO STOP THE WORK If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to 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, except to the extent required by Section 6.1.3. § 24 OWNER'S RIGHT TO CARRY OUT THE WORK If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten -day period after receipt of written notice from the Owner to continence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such dcficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Architect's additional services made necessary by such default, neglect or failure. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect. If payments then or thereafter due the Contractor are not sufficicnt to cover such amounts, the Contractor shall pay the difference to the Owner. ARTICLE 3 CONTRACTOR § 3.1 GENERAL § 3.1.1 The Contractor 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 Contractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters under this Contract. The term "Contractor" means the Contractor or the Contractor's authorized representative. § 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents § 3.1.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect's administration of the Contract, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. § 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR § 32-1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. foil AIADoeumerdA201"' =2007. Copyright 01888, 1911,1915, 1918,1925,1937,1951,1958, 1961,1963,1966,1970,1976, 1987,1997 and 21107 by TheAnxmican Institute Of Andhiteds. All rights reserved. WARNING "This ,IN Dmun nt is protected by US, Copyright Law and International Treaties, Unauthorized prcr- 11 dw— trays or fthibution of fails AW Document or any porgon of k ray result In severe r ;l and cri l al rmnaftles, and bvill be preyse tit E to the rnaaximu / extent rs slble under ttw law, This document was created on 071141201615:01:49 under the temp of AIA Documents -on- Demand order no. 21109338501 . and Is not for resale. This document is kenrsed by the Arnerican Instlhtlee of Architects for on&41me Lee only, and may not be reproduced prior to Its completion. § 3.2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information fumished by the Owner pursuant to Section 2.2.3, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. 'These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require. It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents. § 3.23 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly report to the Architect any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Architect may require. § 324 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor's notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor shall make Claims as provided in Article 15. If the Contractor fails to perform the obligations of Sections 3.2.2 or 3.2.3, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations. If the Contractor performs those obligations, the Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents, for differences between field measurements or conditions and the Contract Documents, or for nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities. § 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 the Contract, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner and Architect and shall not proceed with that portion of the Work without further written instructions from the Architect. If the Contractor is then instructed to proceed with the required means, methods, techniques, sequences or procedures without acceptance of changes proposed by the Contractor, the Owner shall be solely responsible for any loss or damage arising solely from those Owner - required means, methods, techniques, sequences or procedures;: § 3.32 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 or entities performing portions of the Work for, or on behalf of, the Contractor or any of its Subcontractors:. § 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed 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. § 3.41 Except in the case of minor changes in the Work authorized by the Architect in accordance with Sections 3.12.8 or 7A, the Contractor may make substitutions only with the consent of the Owner, alter evaluation by the Architect and in accordance with a Change Order or Construction Change Directive. Init. AIA Document A201 "' — 2007. Copyright 1688 1911, 1915,1918, 1925,1937,1951, 19W, 1961,1963, 1966,1970. 1976,1987, 1997 and 2007 by The American Institute olAnfiileds. All rights reserved. WARNING: This I Document is prct cted by U& Capydght Lm and International Tre aUes, UrwuViorized r ray+- � Z dzas don or Wstflbution of Ws a dt''' oa:ta�r ent r any portion of it, may rnsult in soy cI A aid c.rS i l 1wnalties, and iii i p � to ft m imam ! extent posMbka under the lyar.. This document was created on 07114/2016 15:01:49 under the terms of AIA Documents -0 n - Demand order no. 2009338501 . and is not for resale. This document Is by the American institute of Architects for one-lime Lae only, and may not be reproduced prior to its completion. § 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. § 3.5 WARRANTY The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 3.6 TAXES The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor that are 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, NOTICES AND COMPLIANCE WITH LAWS § VA Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit as well as for other permits, fees, licenses, and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids arc received or negotiations concluded. § 3.72 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. § 3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction:. § 3.7.4 CONCEALED OR UNKNOWN CONDITIONS If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature that 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, the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Architect will promptly investigate such conditions and, if the Architect determines that 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 an equitable adjustment in the Contract Sum or Contract Time, or both. If the Architect 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 Architect shall promptly notify the Owner and Contractor in writing, stating the reasons. If either party disputes the Architect's determination or recommendation, that party may proceed as provided in Article 15. § 3.7.5 If, in the course of the Work, the Contractor encounters human remains or recognizes the existence of burial markers, archaeological sites or wetlands not indicated in the Contract Documents, the Contractor shall immediately suspend any operations that would affect them and shall notify the Owner and Architect. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 15. Into NA UocumeM A201 "' — 21107. Copyright 1888 1911, .1915,1918,1925,1937,1951,1958, 1961 1988,1970,1976,1987,1997 and 2007 The American Institute of Arclbtects. All rights reserved. NNG: 7 ' Document Is proteded by US. CopyrIlght Law and hternafitwal a wnR"s. Unaud a ¢' ) 3 ductiraca or dirst� bufl n of this A" Domir� ent, or a Par .Fae� r:t It, F y result tai ctvH and radmi l n al > n w1l t a xrb to Pt��a maximum / extent pcmsible under the law This document was created on 07x1412018 15`01;49 under the terms of AIA DocumentsonCemand order no. 2009338501 and is not for resale. This document Is licensed by the American Instilule of Archhects for onealme use only, and may not be reproduced prior to Its completion. § 3.8 ALLOWANCES § 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. § 3.8.2 Unless otherwise provided in the Contract Documents: .1 Allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; and ,3 Whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor's costs under Section 3.8.21. § 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. § 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. § 3.9.2 The Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the name and qualifications of proposed superintendent. The Architect may reply within 14 days to the Contractor in writing stating (1) whether the Owner or the Architect has reasonable objection to the proposed superintendent or (2) that the Architect requires additional time to review. Failure of the Architect to reply within the 14 day period shall constitute notice of no reasonable objection. § 3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not change the superintendent without the Owner's consent, which shall not unreasonably be withheld or delayed. § 3.90 CONTRACTOR'S CONSTRUCTION SCHEDULES § 3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and Architect's information a Contractor's construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. § 3.10.2 The Contractor shall prepare a submittal schedule, promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, and shall submit the schedule(s) for the Architect's approval. The Architect's approval shall not unreasonably be delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor's construction schedule, and (2) allow the Architect reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. § 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect. § 3.11 DOCUMENTS AND SAMPLES AT THE SITE The Contractor shall maintain at the site for the Owner one copy of the Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to the Architect and shall be delivered to the Architect for submittal to the Owner upon completion of the Work as a record of the Work as constructed, Init. MA Document A201 "' —2007. CoWgM 1868, 1911,1915,1918, 1925,1937,1951,1956.1961, 1963,1968 1970,1976,1987, 1997 and 2007 by The American lnsUttute of Architects. All rights roseIrved. NG TWs AJA' Document is prof ed y to & Copyright Law and it errosdonW Treaties. Unauthorized repro- 14 durrtion r dishibudon of ttmis AAA . O Document, or any i r0 an of It, may resu t in severe civil and 0minal penatfies, and viii be iomsecuted to Ow maximum / extent i sible render tts l n This document was created on 07114/201615•01:49 under the terms of AIA Document"n•Demand order no. 2009338501 , and is not for resale This document Is kensed by the American institute of Archhaets for oneahmme use o* and may not bemproduced prior to its completion. § 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. § 3.123 Samples are physical examples that 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. Their purpose is to demonstrate the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the Architect is subject to the limitations of Section 4.2.7. Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Architect without action. § 3.12.8 The Contractor shall review for compliance with the Contract Documents, approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. § 3.126 By submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents to the Owner and Architect that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. § 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Architect. § 3.128 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect's approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect in writing of such deviation at the time of submittal and (1) the Architect has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect's approval thereof. § 3.129 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 Architect on previous submittals. In the absence of such written notice, the Architect's approval of a resubmission shall not apply to such revisions. § 3.1210 The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to cant' out the Contractor's responsibilities for construction means, methods, techniques, sequences and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a properly licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to the Architect. The Owner and the Architect shall be entitled Init MA Document A201TM — 2007. CopyrfgM E21668, 1911.1915, 1918, 1925,1937,1951,19%,1961.1963, 1966, 1970,1976 1987, 1097 and 2007 by The American Institute of Aret*KtL All rights reserved. W ONG: FlA . t ocunanint is prnteml by U.& Copyright Low and Warnatiomtl Trezde& UnaAh 0z a m 1 r i ti rg r rli l t'sas r t this �a a„ i cr any artion or 3t, ay resuk M severe 601 and �dminal naffies, and will to pi , 9cut to to rr ° maim f Went posalble under the ice . This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -on- Demand order no. 2009338501 . and Is nol for resels . This document is kensed by the American InstiM of Architects for one-time use oroy. and may not be reproduced prior to its oompletlon. to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals, provided the Owner and Architect have specified to the Contractor all performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect will review, approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Contractor shall not be responsible for the adequacy of the performance and design criteria specified in the Contract Documents. § 3.13 USE OF SITE The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. § 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. All areas requiring cutting, fitting and patching shall be restored to the condition existing prior to the cutting, fitting and patching, unless otherwise required by the Contract Documents. § 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor, such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. § 3.15 CLEANING UP § 3.15.1 The Contractor shall keep the premises and surrounding area frce from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus materials from and about the Project. § 3.15.21f the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and Owner shall be entitled to reimbursement from the Contractor. 13.16 ACCESS TO WORK The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located. § 3.17 ROYALTIES, PATENTS AND COPYRIGHTS The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect 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, or where the copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner or Architect. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a copyright or a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the Architect. § 3.18 INDEMNIFICATION § 3.18.1 To the fullest extent permitted by law the Contractor shall indemnify and hold harmless the Owner, Architect, Architect's consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce IniG AIA Documerd A201 "' — 2007. CopyftW 1868,1911,1915,1916.1925, 95 . 1937,1951.16 ,1961,1963,1966,1970,1976,1987, 1997 and 2007 by The American Institute of ArcditOCtL All rights reserved. WARNING - TH s AIA7 Bacurru rnt is rmatarW. by U,S. CapYndght Law and International Treaties, Unauthorized repro— 16 duction o disidbution of this A' meet„ or arse to an t h, may resuh. in wars cNii scan criminal faen alb€ , and wi13 to pro ta:: the maarlm�aarn / extant poenible sander ibe Via. This document was created on 0741412016 15:01 :49 under the terms of ALA Documents -on- Demand order no. 2009338501 , and is not for resale. This document the American I nstitute of Ard*ects for onetime use ony, and may not be reproduced prior to h completm. other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.18. § 3.182 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts. ARTICLE 4 ARCHITECT § 4.1 GENERAL § 4.1.1 The Owner shall retain an architect lawfully licensed to practice architecture or an entity lawfully practicing architecture in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. § 4.1.2 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect. Consent shall not be unreasonably withheld. § 4.1.3 If the employment of the Architect is terminated, the Owner shall employ a successor architect as to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Architect. § 4.2 ADMINISTRATION OF THE CONTRACT § 421 The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner's representative during construction until the date the Architect issues the final Certificate for Payment. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. § 422 The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the Work. The Architect will not have control over, charge of, or responsibility for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these arc solely the Contractor's rights and responsibilities under the Contract Documents, except as provided in Section 3.3.1. § 4.2.3 On the basis of the site visits, the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner (1) known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor, and (2) defects and deficiencies observed in the Work. The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. § 42-4 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 endeavor to communicate with each other through the Architect about matters arising out of or relating to the Contract. Communications by and with the Architect's consultants shall be through the Architect. Communications by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with separate contractors shall be through the Owner. § 4.25 Based on the Architect's evaluations of the Contractor's Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. § 4.26 The Architect has authority to reject Work that does not conform to the Contract Documents. Whenever the Architect co nsiders it n ecessary or adv is a ble, the Architec will have authority to require inspection or testing of the Init. AIA Document A201 TM — 2007. Copyright ©1888,1911,1915,1918,1925,1937.1951, 19M 1961, 1963 1966,1970,1976,1967,1997 and 2007 byThe Arnericen Institute o1 Arrlt@ed& All rights reserved. WARNING. G. "inns IA Documard Is praWled to , t oppilg t Law and intmwifilonal Trey s, unautnaOUed u pro 17 ductio n or stls t tsutlon W aft A`" Docu:� e t, ar any, mM an of ft, moray resu t in, severe cod 1 crud c4minal mitten, and MH to o"osoo ded to ahnn n°met nz : 1 Mont ' Ens under the 1 . This document was created on 071141241615:01:49 under the lerms of AIA Documents-on- Demand order no. 2009336501 , and Is not for resale. This docrtnent is keosed by the American InsMute of Archhects for anedime use only, and may not be reproduced prior to tis campletbn. Work in accordance with Sections 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. § 4.2.7 The Architect 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 Architect's action will be taken in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect'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 required by the Contract Documents. The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5 and 3.12. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 42$ The Architect will prepare Change Orders and Construction Change Directives, and may authorize minor changes in the Work as provided in Section 7.4. The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. § 429 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion pursuant to Section 9.8; receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10; and issue a final Certificate for Payment pursuant to Section 9.10. § 42-10 If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in carrying out the Architect'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. § 4.211 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor, The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 4.212 Interpretations and decisions of the Architect 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 Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either and will not be liable for results of interpretations or decisions rendered in good faith. § 4.213 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 4.2.14 The Architect will review and respond to requests for information about the Contract Documents. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness,: If appropriate, the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information_ ARTICLE 5 SUBCONTRACTORS § 5.1 DEFINITIONS § SAA 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 a separate contractor or subcontractors of a separate contractor. Init. AIA Document A201 "' — 2007. Copyright 0 1888 1911,1915 1916 ,1925,1937,1951,1958,1981,1963 1966,1970, 1976,1987, 1997 and 2007 by The American InstilUte of Architects. All rights reserved. I G; Ms AJA Document Is r a ed by , eta Otut t and tnternaldonal Treaties, Unauthorized repr 1 S dui -llwa tau dis#sttau.ution of ttu s Ale Document, Gr any Ixstion of a, anay msu . IR in severe chM and c0inii I naftkm, and wifl be prosecutKI to ti10 m&MMUM J extent Dos sib uncles the law This document was pealed an 0711412016 15:01 :49 under the terms of AIA Documentson- Demand order no. 2009338541 , and Is not for resale, This docurnent is licensed by the American Insftft of Ards for one -time use only. and may not be reproduced prior to its co mmpletion. § 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. § 52 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK 1521 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 Owner through the Architect 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 Architect may reply within 14 days to the Contractor in writing stating (1) whether the Owner or the Architect has reasonable objection to any such proposed person or entity or (2) that the Architect requires additional time for review. Failure of the Owner or Architect to reply within the 14-day period shall constitute notice of no reasonable objection. § 52-2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect 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 Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. § 5.2.4 The Contractor shall not substitute a Subcontractor, person or entity previously selected if the Owner or Architect makes reasonable objection to such substitution. § 5.3 SUBCONTRACTUAL RELATIONS 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, including the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents, assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub - subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to 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 that may be at variance with the Contract Documents. Subcontractors will 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 Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor in writing; and .2 assignments subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor's rights and obligations under the subcontract. Init AIA Document A201 "' — 2007. Copyright 18M, 1911, 1915, 1918,1925,1937 1951, 1958 1961,1963.,1966,1970,1976,1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. RING: Thi A" Da irtvnieni is profecWd loy ti,3, Cop rIght LmN and IntaniatJonalTreaIjes. Unauthorized repro- 19 duction of di,trtbrRion of tN s AW Document, or anypoffionof it my result in severe cW and criminal l penWti s, aand ew li be ps ¢ uk#,k1 tra the : a xirrrUnrr J extent possibW tinder the lass . This document was created on 071141201 15:01 :49 under the terms of AIA Documents on- Demand order no. 2009338501 and Is not for resale. This document Is licensed by the Amaskarij Institute of Archhe ds for one4kne use only, and may not be mpmdxmd prior to Ifs completion. § 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontractor's compensation shall be equitably adjusted for increases in cost resulting from the suspension. § 5.4.3 Upon such assignment to the Owner under this Section 5.4, the Owner may further assign the subcontract to a successor contractor or other entity. If the Owner assigns the subcontract to a successor contractor or other entity, the Owner shall nevertheless remain legally responsible for all of the successor contractor's obligations under the subcontract. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS § 6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate 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 of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Article 15. § 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner - Contractor Agreement. § 6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules. The Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner until subsequently revised. § 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights that apply to the Contractor under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this Article 6 and Articles 10, 11 and 12. § 6.2 MUTUAL RESPONSIBILITY § 6.2-1 The Contractor shall afford the Owner and separate 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 or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Architect 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 or separate contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable. § 6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a separate contractor because of the Contractor's delays, improperly timed activities or defective construction. The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a separate contractor's delays, improperly timed activities, damage to the Work or defective construction. § 6,2.4 The Contractor shall promptly remedy damage the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5. § 625 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14, 9 � ¢ AIA enl A201 TM -� 7. copyright 0 1888,1911,1915 1918 1925,1937,1951.1958 1861, 1983.19fi$ 1970.1976, 1987,1'x#7 and 2007 by 1 ire n Institute of Arch All ri ghts n dtl�NNG: Thle ' ocurn nt Is tarot °tea$ � U.& r^o 9, t' i aand I nternadmial Treaties, tuna "ttSodZe t re ro'. r 2® uddo a or dislribt. fin of W d o�cume �t, or a n pa or it, may ? eautt 1tn �:a vere civil and cdrni.r rntt s, a nd mill be ryn r uteri to as rrranlarua. ' axwrd posarlbte gander the flaw. This document was created on 071141201615:01':49 under the terms of AIA Documents -on- Demand order no. 200933a %l and Is not for resale. This document Is licensed by the Almadcan Institute or for use only, and may not be repmduced prior to Its curoation. § 6.3 OWNER'S RIGHT TO CLEAN UP If a dispute arises among the Contractor, separate 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, the Owner may clean up and the Architect will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK § 7.1 GENERAL § 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, Contractor and Architect; a Construction Change Directive requires agreement by the Owner and Architect 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 Architect 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. § 7.2 CHANGE ORDERS § 721 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor and Architect stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment, if any, in the Contract Sum; and 3 The extent of the adjustment, if any, in the Contract Time. § 7.3 CONSTRUCTION CHANGE DIRECTIVES § 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly. § 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods;: .1 Mutual acceptance of a 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; or .4 As provided in Section 7.3.7. § 7.3.4 If unit prices arc stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so 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. § 7.3.5 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Architect of the Contractor's agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. § 7.3.6 A Construction Change Directive signed by the Contractor indicates the Contractor's agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effecti immediately an d shall be recorded as a Change Order. AIA Document A201- –2w7. rpydghtC 1888, 1911, 1915, 1918, 1925, 1937, 195x, 1958, 1961, 1983, 1988, 1970 1976, 1987,1997 and 2007 by Tho American t111t,. Institute of Ar&dectL All rights reserved.9 A kt - is dpi .! Docun nt Is od by U & Copyright Low and lr: e nwficmal Trestles- nauffi rkad r�i�: 21 i o or io t t� ttrbr? f ii 9 asrs mt, r m portion 3 y v ca€t i a esrx c ivil a umi si n lti , and �wwiti roseruhKi t u maxi um extent posaftbe under tim law, This doasneniwas crealed on 07/1412016 55;01.49 under the terms of AIA Documents -on Demand order no, 2009338501 , and Is not for resale, This doaunent Is kemed by the Ama lean Insfto of Ard tecfs for one4ne use only„ and may not be reproduced prior to its cor plellan. § 7.3.7 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Architect shall determine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.7 shall be limited to the following: .1 Costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers' compensation insurance; .2 Costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed; .3 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; .4 Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and .5 Additional costs of supervision and field office personnel directly attributable to the change. § 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. When both 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. § 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner, the Contractor may request payment for Work completed under the Construction Change Directive in Applications for Payment. The Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify for payment the amount that the Architect determines, in the Architect's professional judgment, to be reasonably justified. The Architect's interim determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a Claim in accordance with Article 15. § 7.3.10 When the Owner and Contractor agree with a determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Architect will prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. § 7.4 MINOR CHANGES IN THE WORK The Architect has 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 will be effected by written order signed by the Architect and shall be binding on the Owner and Contractor. 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. § 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. § 8.1.4 The tern "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. 18.2 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 Init. AM Document AM " — 2007. CopyrightO 1888 1911,1915,1918,1925,1937,1951, 195B, 1961, IM, 1966,1970,1976 1987 ® 1997 and 2007 by The American IM&M of Archlleds. All rights mservad. VVARMNG - ibis JA' Dmunient k pr tmAnd by U S, Capyright Law and IntemabonATreaUes, UrmAhorized d on or disbibkAdon of tivEs As p, D o rtR, or any tertian of may rosuft In 00 00 rand rinihnai w , id vAN pro"c ktml to the "r, ara^sPr 22 extent maitre under the law. This document was created on 07/14/2018 15;01:49 under the terms of AIA Documents-on- Demand order no, 2009338501 , and is not for resale. This document Is Iltensed by the Amerlmn InstlMe of Archltecte for one-time use onty, and may not be reproduced priorto its completion. furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. § 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 § 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or Architect, or of an employee of either, or of a separate contractor employed by the Owner; or by changes ordered in the Work; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor's control; or by delay authorized by the Owner pending mediation and arbitration; or by other causes that the Architect determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Architect may determine. § 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15. § 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 CONTRACT SUM 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 Where the Contract is based on a stipulated sum or Guaranteed Maximum Price, the Contractor shall submit to the Architect, before the first Application for Payment, a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. § 9.3 APPLICATIONS FOR PAYMENT § 9.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment prepared in accordance with the schedule of values, if required under Section 9.2, for completed portions of the Work. Such application shall be notarized, if required, and supported by such data substantiating the Contractor's right to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and shall reflect retainagc if provided for in the Contract Documents. § 9.3.1.1 As provided in Section 7.3.9, such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives, or by interim determinations of the Architect, but not yet included in Change Orders. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or material supplier, unless such Work has been performed by others whom the Contractor intends to pay. § 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 otherwise protect the Owner's interest, and shall include the costs of 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 P all Work for w Certificates for Pay h ave been previously issued and payments received from the !nit. AIA Document A201TM — 2007. Copyright* 1888 1911,1915.1918 1925,1937,1951,1959 1961, 1963,1966,1070,1976, 1987.1997 and 2007 by The American Institute of Architects. All rights reserved. WARMING: Tir4 AIA` Document ent Is ttraletilud by 11 S. C opyright Law and international "treaties. U auttrrar , rep 23 driction nor distri ufflo r rat tie& '�' Dacu ent, or any parkt af It, may msu ft fin sev re r ivil to d edia it i rns"de a, and will be pr rxeaAed to the maximum ! exWnt possible under the Wic This doamenlwas created on 071141201615:01;49 under the terms of AIA Documents -on- Demand order no. 2009338501 ; and Is not for resale. This document is kensed by the n Instki of Architects for onealme use only, and may not be reproduced prior to 119 completion 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. § 9.4 CERTIFICATES FOR PAYMENT § 9.4.1 The Architect will, within seven days after receipt of the Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines is properly due, or notify the Contractor and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Section 9.5.1. § 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's evaluation of the Work and the data comprising the Application for Payment, that, to the best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated and that the 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 correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment will not be a representation that the Architect has (t) made exhaustive or continuous on- site inspections to check the quality or quantity of the Work, (2) reviewed 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 Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect's opinion the representations to the Owner required by Section 9.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.3.2, because of .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor; .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 Owner or a separate contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or .7 repeated failure to carry out the Work in accordance with the Contract Documents. § 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.5.3 If the Architect withholds certification for payment under Section 9.5.1.3, the Owner may, at its sole option, issue joint checks to the Contractor and to any Subcontractor or material or equipment suppliers to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered. If the Owner makes payments by joint check, the Owner shall notify the Architect and the Architect will reflect such payment on the next Certificate for Payment. § 9.6 PROGRESS PAYMENTS § 9.6.1 After the Architect has issued a 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 Architect. IniL �` Document A201 "' — 2007. Copyright m 1668, 1911 ,1915,191(3,1925,1937,1951,1956 ,1981,1963,1966,1970,1975,1987, 1997 and 2007 by The American Institute of Architects. All rights reserve& WARNING: This Document Is prWActed by U S. Capydght Uw and Inlernejonal Treaties. I„ #nauthiortr r 24 duction ar dir;bib ution of this A10 Document, or as iwi of it, may m molt In savere civil east edyn m l penalties, and will be Fwoseculsd to t1re maximuir extent possible canner the law. This document was created on 07/14/2016 15:01:49 under the terms of AtA Documents -on- Demand order no. 2009336501 and Is not for resale. This document is kensed by the American Institute of ArdAtects for one -time use only, and may not be reproduced prior to Its completk n. § 9.6.2 The Contractor shall pay each Subcontractor no later than seven days after receipt of payment from the Owner the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of the 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 a similar manner. § 9.6.3 The Architect 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 Architect and Owner on account of portions of the Work done by such Subcontractor. § 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and material and equipment suppliers amounts paid by the Owner to the Contractor for subcontracted Work. If the Contractor fails to furnish such evidence within seven days, the Owner shall have the right to contact Subcontractors to ascertain whether they have been properly paid. Neither the Owner nor Architect 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 Contractor payments to material and equipment suppliers shall be treated in a manner similar to that provided in Sections 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 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors and suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or fumished materials, or both, under contract with the Contractor for which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor, shall create any fiduciary liability or tort liability on the part of the Contractor for breach of trust or shall entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. § 9.7 FAILURE OF PAYMENT If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days after receipt of the Contractor's Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents the amount certified by the Architect or awarded by binding dispute resolution, then the Contractor tray, upon seven additional days' written notice to the Owner and Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shut- down, delay and start-up, plus interest as provided for in the Contract Documents. § 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 that 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 shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. 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. § 9.8.3 Upon receipt of the Contractor's list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect's inspection discloses any item, whether or not included on the Contractor's list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can Occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. Init MA Document A201- — 2007. Copyright 1 W8, 1911. 1915, 7918,1925,.1937,1951.1958, 1961,1963.1966,1970,1976,1987, 19V and 2007 by The American InsOtute of Ardrletts. All rights reserved. WARNING: This NA'DocuinmFit Ls protetAnd by US, Copydght Law and Intrinkitional Treafles, t frauth ar r ra- Z a ductJon rsr dlstrlbu loo of ails Me Doounient, or any porbon of it nrmy result l€r sevwu civil and criers nN penaftles, and M5 be prvsec6W to rthe maximurn f extent pirsiaNa under the law. This document was created on 07/1412016 15:01:49 under the terms of AIA Documents -on- Demand order no. 2009338501 and is riot for resale, This document Is licensed by the American Insure of Architects for one-time use only, and may not be reproduced prior to its cmvierion. § 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion that shall establish the date 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. § 9.8.5 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. Upon such acceptance and consent of surety, if any, the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of 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 Section 11.3.1.5 and authorized by public authorities having jurisdiction over the Project. 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 shall prepare and submit a list to the Architect as provided under Section 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 Architect. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Architect 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 receipt of the Contractor's written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Paymcnt, the Architect will promptly make such inspection and, when the Architect rinds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's on -site visits 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 the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Section 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 Architect (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 payment is 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 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. I€ a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may famish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made„ the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. Init MA Document A201 TM 2007, Copyright O 18BB,1911.1915.1018,1925,1937,1951,1955.1961.1963,1966,1970,1976, 1987,1997 and 2007 by The American Institute of Architects. All rights reserved. AWN . TbIs MA"' Documen is prolterted by US, Carp i ht t..aw aid lnto rr atiour l Tu saties. tt to :. tzua- r D rr� 28 du c ' as or distribution of ibis Aid" taaz:�ru ent, car any rti` n of Puny result In severe cl� l and cr r:ta:a�3 a �It. s„ r�rt aai2l prosecuted to die #unPeru J extent possihlo under t". WN This doGUment was created on 071141201615:01:49 under the terms of AIA Documents-on-Demand order no, 20D9338501 and Is not for resale, This document is licensed by the Ammi an Institute of Architects for a wtme use only. and may not be reproduced prior to its corroation. § 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 Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds 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 Architect 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. § 9.1 DA The making of final payment shall constitute a waiver of Claims by the Owner except those arising from .1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; or .3 terms of special warranties required by the Contract Documents. § 9.10.5 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. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 SAFETY PRECAUTIONS AND PROGRAMS The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. § 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; and .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. § 102.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities bearing an safety of persons or property or their protection from damage, injury or loss. § 102.3 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. § 102.4 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 properly qualified personnel. § 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2 and 102.13 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 Sections 10.2.1.2 and 10.2.1.3, except damage or loss attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them, or by anyone for whose acts either 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 Section 3.18. AIA Document A201 TO — 2007. Copyright 0 18$8 1911,1915. 1918 1 M, 1937,1951, 1958, 1961, 19M, 19M 1970.1976,1 7.1997 and 2DO7 by The American Institute of Architects. All hts reserved. RNNNG Dd s `° a * .t is r and W crag T a tks, tUrouthav1xed r s - 7 ►Ig acatsaw�� t.U.. ta�i��rn?2l?. ductfun or d1sb of this a IA Document, or any po rtion of it, may vesult In sea d1% and o dmI nal penalks, and w li be r sec tiled to tars nt aimum extent possible under tt1he law, This document was created on 07/14/2016 15:01:49 under the terms of AIA Documents -an- Demand order no. 2009336501 and Is not for resale. This doc tilment is Dcensed by the Awn Institute of Architects for onedtme use only, and mily not be reproduced prior to Its comple § 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 Architect. § 1027 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 INJURY OR DAMAGE TO PERSON OR PROPERTY If either party suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts such party is legally responsible, 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 discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.3 HAZARDOUS MATERIALS § 10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), 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 Architect in writing. § 90.3.2 Upon receipt of the Contractor's written notice, the Owner shall obtain the services of a licensed laboratory to verify the 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 cause it to be rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Architect 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 and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. If either the Contractor or Architect has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor's reasonable additional costs of shutdown, delay and start-up. § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Architect, Architect's consultants and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), except to the extent that such damage, loss or expense is due to the fault or negligence of the party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents, The Owner shall be responsible for materials or substances required by the Contract Documents, except to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. § 10.3.5 The Contractor shall indemnify the Owner for the cost and expense the Owner incurs (l) for remediation of a material or substance the Contractor brings to the site and negligently handles, or (2) where the Contractor fails to perform its obligations under Section 10.3.1, except to the extent that the cost and expense are due to the Owner's fault or negligence. § 10.3.6 If, without negligence on the part of the Contractor, the Contractor is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall indemnify the Contractor for all cost and expense thereby incurred. Init. AIA Docum mt A201- — 2W7. CopyftM 1886,1911,1915, 1916,1925, 1937,1951,1956,1961 ,1963,1966,1970,1976,1957,1997 and 2007 by The American Insdlute of Architects. Alt rights reserved. WARNNG Tbis Ali 2 Document is pvotacted by U& Co hl Low and International °I re des. nth m r - 28 uclion Wstricrcrllon of thIs MA' Document, or any rmrfia a of I4 zany ult in civil and criminal Penalties, and lkl Mosecul to the maxi"ac.nc J extent pcmaNe under tho la , This downent was sealed on 07!1412016 15:01:49 under the ternis of AIA Documents -on- Demand order no= 2009338501 and is not for resale. This docrunent a kensed by the Arnmican InstiMe of Archhects for one-time use onty, and may not be reproduced prior to its canrplellon. § 10.4 EMERGENCIES 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 Article 15 and Article 7. ARTICLE 11 INSURANCE AND BONDS § 11.1 CONTRACTOR'S LIABILITY INSURANCE § 11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as will protect the Contractor from claims set forth below which may arise out of or result from the Contractor's operations and completed operations under the Contract and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: .1 Claims under workers' compensation, disability benefit and other similar employee benefit acts that are applicable to the Work to be performed; .2 Claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor's employees; .3 Claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor's employees; .4 Claims for damages insured by usual personal injury liability coverage; .5 Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom; .6 Claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; .7 Claims for bodily injury or property damage arising out of completed operations; and .8 Claims involving contractual liability insurance applicable to the Contractor's obligations under Section 3.18. § 11.1,2 The insurance required by Section 11. 1. l shall be written for not less than limits of liability specified in the Contract Documents or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims -made basis, shall be maintained without interruption from the date of commencement of the Work until the date of final payment and termination of any coverage required to be maintained after final payment, and, with respect to the Contractor's completed operations coverage, until the expiration of the period for correction of Work or for such other period for maintenance of completed operations coverage as specified in the Contract Documents. § 11.1.3 Certificates of insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work and thereafter upon renewal or replacement of each required policy of insurance. These certificates and the insurance policies required by this Section 11.1 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment as required by Section 9.10.2 and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section 11.1.2. Information concerning reduction of coverage on account of revised limits or claims paid under the General Aggregate, or both, shall be furnished by the Contractor with reasonable promptness. § 11.1,4 The Contractor shall cause the commercial liability coverage required by the Contract Documents to include (1) the Owner, the Architect and the Architect's consultants as additional insureds for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's operations; and (2) the Owner as an additional insured for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's completed operations. § 11.2 OWNER'S LIABILITY INSURANCE The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance, § 11.3 PROPERTY INSURANCE § 11.3.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builder's Init. AIA Document A201 — 2007. Copyright ®1 1911,1915 ,1916,1925,1937,1951,1958,1961 ,1963.1966,1970,1976,1987,1997 and 2007 by The American Institute of Archbct& All rights reserved. WARNING ` ift ALk'bocurnent is p rotwtad by U & Cop t0�t t, �, rt !rrterr tarra�l � ai r, lF n� spar. t 29 d r3lon or dtstri lrsri of this '`' Document, or any fare of It nvi if rat s�i,�a Bl d avvJ r.nrni, l nshle , and 1H i msergAe to d maxi ,a r J extent pamrsiNg under the tow This document was created on 07/1412016 15:01 :49 under the terms of AIA Documents -on- Demand order no. 2009338501 , and Is not for rewis. This document is kensed by the AawkTan InsdUe of Architects for one-time use only, and may not be reproduced prior to tts oompletim. risk "all -risk" or equivalent policy form in the amount of the initial Contract Sum, plus value of subsequent Contract Modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made as provided in Section 9.I0 or until no person or entity other than the Owner has an insurable interest in the property required by this Section 11.3 to be covered, whichever is later. This insurance shall include interests of the Owner, the Contractor, Subcontractors and Sub - subcontractors in the Project. § 11.3.1.1 Property insurance shall be on an "all -risk" or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, they, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falscwork, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Architect's and Contractor's services and expenses required as a result of such insured loss. § 11.3.1.2 If the Owner does not intend to purchase such property insurance required by the Contract and with all of the coverages in the amount described above, the Owner shall so inform the Contractor in writing prior to commencement of the Work. The Contractor may then effect insurance that will protect the interests of the Contractor, Subcontractors and Sub - subcontractors in the Work, and by appropriate Change Order the cost thereof shall be charged to the Owner. If the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain insurance as described above, without so notifying the Contractor in writing, then the Owner shall bear all reasonable costs properly attributable thereto. § 11.3.1.3 If the property insurance requires deductibles, the Owner shall pay costs not covered because of such deductibles. § 11.3.1.4 This property insurance shall cover portions of the Work stored off the site, and also portions of the Work in transit. § 11.3.1.5 Partial occupancy or use in accordance with Section 9.9 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance. § 11.3.2 BOILER AND MACHINERY INSURANCE The Owner shall purchase and maintain boiler and machinery insurance required by the Contract Documents or by law, which shall specifically cover such insured objects during installation and until final acceptance by the Owner, this insurance shall include interests of the Owner, Contractor, Subcontractors and Sub - subcontractors in the Work, and the Owner and Contractor shall be named insureds. § 11.3.3 LOSS OF USE INSURANCE The Owner, at the Owner's option, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards, however caused. The Owner waives all rights of action against the Contractor for loss of use of the Owner's property, including consequential losses due to fire or other hazards however caused. § 11.3.4 If the Contractor requests in writing that insurance for risks other than those described herein or other special causes of loss be included in the property insurance policy, the Owner shall, if possible, include such insurance, and the cost thereof shall be charged to the Contractor by appropriate Change Order. § 11.3.5 If during the Project construction period the Owner insures properties, real or personal or both, at or adjacent to the site by property insurance under policies separate from those insuring the Project, or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period, the Owner shall waive all rights in accordance with the terms of Section 11.3.7 for damages caused by fire or other causes of loss covered by this separate property insurance. All separate policies shall pr ovide this waive of subrogation by endorsement or otherwise. Init. 'I' Document A201 m � 2007. Copyright ®1888, 1911,1915,1918,1925,1937,1951,1958,1961.1963,1966,1970,1976 . 1987,1997 and 2007 by'!T* American InstitutO of kd tectL All rights reserved. WARNING: bus AW Drar;rament is prodoc^t 3 by US. CopyrI ht LAm and Interne i rsA't matierr Urtautthorized aggro» 30 drgctio g or atisbibuffl n of tta6s MA orurnent, or any poffl of 6t, may resuP In severs 60 and r fknlnaal penaftles, and 1110, 6 pro ...td tug ffie maximum J extont po.ssiW under ft frew This document was created on 0711412018 15:01:49 under the terms of AIA DocumantsrorrDemand order no_ 2009338501 „ and is not for resale. This document is Werned by the American Institute of Architects for one -time use only„ and may not be reproduced prior to b completion. § 11.3.8 Before an exposure to loss may occur, the Owner shall file with the Contractor a copy of each policy that includes insurance coverages required by this Section 11.3. Each policy shall contain all generally applicable conditions, definitions, exclusions and endorsements related to this Project. Each policy shall contain a provision that the policy will not be canceled or allowed to expire, and that its limits will not be reduced, until at least 30 days' prior written notice has been given to the Contractor. § 11.3.7 WAIVERS OF SUBROGATION The Owner and Contractor waive all rights against (1) each other and any of their subcontractors, sub - subcontractors, agents and employees, each of the other, and (2) the Architect, Architect's consultants, separate contractors described in Article 6, if any, and any of their subcontractors, sub - subcontractors, agents and employees, for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Section 11.3 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the Architect, Architect's consultants, separate contractors described in Article 6, if any, and the subcontractors, sub - subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. § 11.3.8 A Ioss insured under the Owner's property insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section 11.3. 10. The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the Contractor, and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their Sub - subcontractors in similar manner. § 11.3.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss, give bond for proper performance of the Owner's duties. The cost of required bonds shall be charged against proceeds received as fiduciary. The Owner shall deposit in a separate account proceeds so received, which the Owner shall distribute in accordance with such agreement as the parties in interest may reach, or as determined in accordance with the method of binding dispute resolution selected in the Agreement between the Owner and Contractor. If after such loss no other special agreement is made and unless the Owner terminates the Contract for convenience, replacement of damaged property shall be performed by the Contractor after notification of a Change in the Work in accordance with Article 7. § 11.3,10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after occurrence of loss to the Owner's exercise of this power, if such objection is made, the dispute shall be resolved in the manner selected by the Owner and Contractor as the method of binding dispute resolution in the Agreement. If the Owner and Contractor have selected arbitration as the method of binding dispute resolution, the Owner as fiduciary shall make settlement with insurers or, in the case of a dispute over distribution of insurance proceeds, in accordance with the directions of the arbitrators. § 11.4 PERFORMANCE BOND AND PAYMENT BOND § 11.4.1 The Owner shall have the right to require the Contractor to furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder as stipulated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Contract.. § 11.4.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. 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 Architect's request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by the Architect, be uncovered for the Architect's examination and be replaced at the Contractor's expense without chang i t Contract Time. [nit MA Document A201 "' — 2007. Copyright 1888, 1911,1915, 1918,1925.1937.1951,1956,1951 ,.1963,1966,1970,1976,1987,1997 and 2007 by The American Institute Of Architeds. All rigft reserved. A INN t�l "' Mx urrient is pr lmla d by ti . op�ptat t and tnternr anal Twat tlh . nauaarLT, ed= rate 31 T a or , da litribution of this " Documont, or any tern ion of lt, may reRuft In severe civil and edminal pmwhies, and will be pynsectrW to the m im um, extent possiblo under than law. This document was created on.07t14f201615 :01:49 under the terms of AIA Documents -an- Demand order no. 2009338501 and Is not for resale. This document is licensed by the American Institute of Architects for one-time use only, and may not be reproduced prior to its completlOn. § 12.1.2 If a portion of the Work has been covered that the Architect has not specifically requested to examine prior to its being covered, the Architect 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 at the Owner's expense. If such Work is not in accordance with the Contract Documents, such costs and the cost of correction shall be at the Contractor's expense unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. § 12.2 CORRECTION OF WORK § 122-1 BEFORE OR AFTER SUBSTANTIAL COMPLETION The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Architect's services and expenses made necessary thereby, shall be at the Contractor's expense. § 12.2.2 AFTER SUBSTANTIAL COMPLETION § 12221 In addition to the Contractor's obligations under Section 3.5, 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 Section 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. The Owner shall give such notice promptly after discovery of the condition. During the one -year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Section 2.4. §'12.222 The one -year period for correction of Work 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 completion of that portion of the Work. § 122,23 The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2. § 1223 The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. §'1224 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors caused by the Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract Documents. § 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents. Establishment of the one -year period for correction of Work as described in Section 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 If the Owner prefers to accept Work that 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. AIA Docrpnsnt A201 - — 2007. Co 1888 1$11, 1915p 1918. 1925,1 Intl PYd6m €`s 8 1937.1951. 19M. 1961 ,1963,1966,1970,1976,1987,1987 and 2007 by The American Institirte of ArrhitecM All ftft reserved. �1NG TWz AAIRu t da[R.rdr ent I3 pr ac y US. Copyright t oral Internatimial Treaties. r r es d Rap. 32 dusWan car di tAbLtion of this A` meet, or n Kfion cd I may molt In � severe A and comIrwi ponelftm, asp wAi be posectdod to the maAm art ! extent poasiWe under the law. This document was created on 0711412016 15 under the terms of AIA Documents-0n- Demand order no. 2009338501 , and Is not for resale, This doc rneat Is kensed by the American InstiMe of ArdvMcls for cne-0me use ordy, and may not be reproduced prior to Ns canple w_ ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 GOVERNING LAW The Contract shall be governed by the law of the place where the Project is located except that, if the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govem Section 15.1. § 132 SUCCESSORS AND ASSIGNS § 132-1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to covenants, agreements and obligations contained in the Contract Documents. Except as provided in Section 13.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. if either parry attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 1322 The Owner may, without consent of the Contractor, assign the Contract to a Iender providing construction financing for the Project, if the lender assumes the Owner's rights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate such assignment. § 13.3 WRITTEN NOTICE Written notice shall be deemed to have been duly served if delivered in person to the individual, to 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 or by courier service providing proof of delivery to, the last business address known to the party giving notice. § 13A RIGHTS AND REMEDIES § 13.4.1 Duties and obligations imposed by the Contract Documents and 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, Architect 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 there under, 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 shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. 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 Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner shall bear costs of (1) tests, inspections or approvals that do not become requirements unti l after bids are received or negotiations concluded, and (2) tests, inspections or approvals where building codes or applicable laws or regulations prohibit the Owner fiom delegating their cost to the Contractor. § 13.5.2 If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Section 13.5.1, the Architect 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 Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures. Such costs, except as provided in Section 13.5.3, shall be at the Owner's expense. § 13.5.3 If such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedures and compensation for the Architect's services and expenses shall be at the Contractor's expense,. § 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 Architect. Init. ALA Document A201 2007. Copyright 01 1911,1915, 1918,1925,1937, 1951,19513 1961, 1963,1966.1970, 1976,1987, 1997 and 2007 by The American Iratitute of Architects. All rights reserved. WHIR ING- This 1d4`" Document is pi i by l ° 7. Copoght Law and fntarwat onuil Tr°oaft & Unauthodz ad pro 33 du cl on or ishibution rat this "; + Document, or any pow' $ton it rroy resu tr in severs null, wind c4 inal wtalta s, and will s rei n to the maxh u t j axtowlt possible mider the iew. This docurnent was created on 071141201615:01:49 under the terms of AIA Documents-on- Damand order rw. 2009336501 and Is not for resale. This document is licensed by the Arnwkmn Institute of Architects For one4kne use only, and may not be reproduced prior to its completion. § 13.5.5 If the Architect is to observe tests, inspections or approvals required by the Contract Documents, the Architect will do so promptly and, where practicable, at the normal place of testing. § 13.5.8 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. § 13.6 INTEREST Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at such rate as the parties may agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. § 13.7 TIME LIMITS ON CLAIMS The Owner and Contractor shall commence all claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other arising out of or related to the Contract in accordance with the requirements of the final dispute resolution method selected in the Agreement within the time period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Contractor waive all claims and causes of action not commenced in accordance with this Section 13.7. 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 consecutive days through no act or fault of the Contractor or a Subcontractor, Sub- subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 An act of government, such as a declaration of national emergency that requires all Work to be stopped; .3 Because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; or A The Owner has failed to furnish to the Contractor promptly, upon the Contractor's request, reasonable evidence as required by Section 2.2.1. § 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor or a Subcontractor, Sub - subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 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. § 14.1.3 If one of the reasons described in Section 14. 1.1 or 14.1.2 exists, the Contractor may, upon seven days' written notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and prof t, costs incurred by reason of such termination, and damages. § 14.1.4 If the Work is stopped for a period of 60 consecutive 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 repeatedly 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 the Architect, terminate the Contract and recover from the Owner as provided in Section 14.1.3. § 141 TERMINATION BY THE OWNER FOR CAUSE § 14.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; 2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or A otherwise is guilty of substantial breach of a provision of the Contract Documents. NA DOC imam A201 TM — 2007. CopyrightO 1888, 1911, 1915, 1918, 1925,1937, 1951, 1958. 1961 1963„ 1966,1970, 1976,1987, 1997 and 2007 by The Arnerlran Ink. Ira tuts of Ardvbcts. All fights reserved. WARNING ° TNs AJA .. ur nt is probacted by U.S. Copyrillst t not Inteniational TreaUes. U uih 34 ducti n or disblbu ssr of 0419 °r Docu pent, or and € n it, resu t in severe ci ll and r6nnn,al penalties, and will Ieraso d to the x1. Erna J extent porasible ender tlha law This document was created on 07114/211161SDI A9 under the terms of AIA DocumentsKn-Demand order no. 2008338501 and is not for resale, This document Is licensed by the American InshhAe of Architects for ane4hne use only, and may not be reproduced prior to Its completim. § 14.2.2 When any of the above reasons exist, the Owner, upon certification by the Initial Decision Maker 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, seven days' written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: .1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; .2 Accept assignment of subcontracts pursuant to Section 5.4; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Contractor, the Owner shall famish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. § 1423 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall not be entitled to receive f ulhcr 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 Architect's services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Initial Decision Maker, upon application, 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. § 14.32 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 14.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract § 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE § 14.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. § 14.42 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Contractor shall .1 cease operations ass directed by the Owner in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. § 14.4.3 In case of such termination for the Owner's convenience, the Contractor shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed ARTICLE 15 CLAIMS AND DISPUTES § 15.1 CLAIMS § 15.1.1 DEFINITION A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, 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. The responsibility to substantiate Claims shall rest with the party making the Claim. Claims by either party must be initiated 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. § 15.1.3 CONTINUING CONTRACT PERFORMANCE Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. The Architect will prepare Change Orders and issue Certificates for Payment in accordance with the decisions of the Initial Decision Maker. § 15.1A CLAIMS FOR ADDITIONAL COST If the Contractor wishes to make a 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 Section 10.4. § 15.1.5 CLAIMS FOR ADDITIONAL TIME § 15.1.5.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay, only one Claim is necessary. § 15.1.5.2 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, could not have been reasonably anticipated and had an adverse effect on the scheduled construction. § 15.1.6 CLAIMS FOR CONSEQUENTIAL DAMAGES The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 14. Nothing contained in this Section 15.1.6 shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of the Contract Documents. § 152 INITIAL DECISION § 1521 Claims, excluding those arising under Sections 10.3, 10.4, 11.3.9, and 11.3. 1.0, shall be referred to the Initial Decision Maker for initial decision. The Architect will serve as the Initial Decision Maker, unless otherwise indicated in the Agreement. Except for those Claims excluded by this Section 15.2.1, an initial decision shall be required as a condition precedent to mediation of any Claim arising prior to the date final payment is due, unless 30 days have passed after the Claim has been referred to the Initial Decision Maker with no decision having been rendered. Unless the Initial Decision Maker and all affected parties agree, the Initial Decision Maker will not decide disputes between the Contractor and persons or entities other than the Owner. § 152-2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions: (1) request additional supporting data from the claimant or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker concludes that, in the Initial Decision Maker's sole discretion, it would be inappropriate for the Initial Decision Maker to resolve the Claim. § 152.3 In evaluating Claims, the Initial Decision Maker may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering a decision. The Initial Decision Maker may request the Owner to authorize retention of such per at the O wner's expense. Init �` nocument A201- — 2007. Copyright ® 1888 ,1911,1915,1918,1925,1937,1951 ,1958,1961,1963,1866,1970,1976, 1887,1997 and 2007 by Yha American Institute orArrhRacts. All rights reserved. WAIMM This NA,' Documant is p rWorled by U. Cqdrdgkit Um and gnteraoat4onall Treattc: , tlrmutharked rep 36 durul Ari o i tri @'s?.:Von of Ns AJ ` µurnent, or any partion V it, nnay merest h severe tivsl and criminal penallies, and will e pirrfa aS to the maArrrum extent, poselble under the law. This doannent was created on 07/141201615:01:49 under the tarns of ALA Documents -on- Demand order no, 2009338501 , and Is not for resale. This document is kensed by the American HuUkft of ArchRects for one-time use only, and may not be reproduced prior to 119 completion- J 15.2.4 If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of such request, and shall either (1) provide a response on the requested supporting data, (2) advise the Initial Decision Maker when the response or supporting data will be famished or (3) advise the Initial Decision Maker that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Initial Decision Maker will either reject or approve the CIaim in whole or in part. § 1525 The Initial Decision Maker will render an initial decision approving or rejecting the Claim, or indicating that the Initial Decision Maker is unable to resolve the Claim. This initial decision shall (1) be in writing; (2) state the reasons therefor, and (3) notify the parties and the Architect, if the Architect is not serving as the Initial Decision Maker, of any change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation and, if the parties fail to resolve their dispute through mediation, to binding dispute resolution. § 1526 Either party may file for mediation of an initial decision at any time, subject to the terms of Section 15.2.6.1. § 152$.1 Either party may, within 30 days from the date of an initial decision, demand in writing that the other party file for mediation within 60 days of the initial decision. If such a demand is made and the party receiving the demand fails to file for mediation within the time required, then both parties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision. § 15.27 In the event of a Claim against the Contractor, the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to 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. § 15.26 If a Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. § 15.3 MEDIATION § 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract except those waived as provided for in Sections 9.10.4, 9.10.5, and 15.1.6 shall be subject to mediation as a condition precedent to binding dispute resolution. § 15.3.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the mediation,. The request may be made concurrently with the filing of binding dispute resolution proceedings but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration is stayed pursuant to this Section 15.3.2, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 15.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 15.4 ARBfR2ATION § 15.4.1 If the parties have selected arbitration as the method for binding dispute resolution in the Agreement, any Claim subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of the Agreement. A demand for arbitration shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the arbitration. The party filing a notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded. Init. AIA Docuummt A201 ° — 2007. Copyright 1888,1911,1915, 1919,1925,1937, 1951,1958,1961, 1963.1968. 1970,197$1987,.1997 and 2007 by The American Institute of An:iteds. All rights reserved. MORNING THi 9 Ale Mmuffient Is proWcle i by US. CopyrI ht Law and int rnafti € Treade.s, Unauthogized ref r 3T duction or kbi rrt on art thI �S` "' urnant, or any g artion may rawest ire sevens cP,rit and firms t l rna its, aced sill pro sa ckd In tia� raaa$�sr�a� �a extent possibla under the i . . This document was created on 07!14!201615:01.49 under the terms of ALA Documents-on-Demand order no: 2009338501 and is not for resale. This doaanent is licensed by the American Urs kit d AnIteds for on&4me use only, and may not be reproduced prior to its completion.. § 15.4.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the Claim would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the Claim. § 15.42 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. § 15.4.3 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to the Agreement shall be specifically enforceable under applicable law in any court having jurisdiction thereof. § 15AA CONSOLIDATION OR JOINDER § 15.0.1 Either party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation, (2) the arbitrations to be consolidated substantially involve common questions of law or fact, and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). § 15A.4.2 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent. § 15.4.4.3 The Owner and Contractor grant to any person or entity made a party to an arbitration conducted under this Section 15.4, whether by joinder or consolidation, the same rights of joinder and consolidation as the Owner and Contractor under this Agreement. AIA Document A201 "' — 2007. Copyright 0 1888 1911, 1915, 1218, 1925, 1937,1951, 1958 1961, 1963, 1986,1970,1978, 1967,1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING "1 his P " Dorua4a nt 6 otalactwj by US Capydg l Law and Irdernaticnal'Treatte& Unautha rIzed repr 38 u 'ton or disbihuatlon o ttmis At e Document, r^ any t maroon rat it, ?rata r 4 ;.rtt li r ��a5,�i �§ as �u: c� uhal arut �aa� � It:¥ :�, rid �is't pr � rapt 4 ttua� �8� »,� it ri f extent pose ble under ohs law, This document was created on 07/1412016 15;01.49 under the terms of AIA Documents -on- Demand order no. 2009338501 and is not for resale. This document is kertsed by the Amed®n Instihft of Architects forone4me use only, and may not be reproduced prior to ib cornplebon. REIMBURSEMENT REQUEST COVER SHEET Mail or deliver completed reimbursement requests to the following address: Monroe County Project Management 1100 Simonton Street, Suite 2-216 Key West, FL 33040 11 11 III,;Ipiiii ii M., mwlm I � I 11M ma M� 1 11 11 11 , 1 1 1 1 1 1 1 :111 Name of Grantee: FKSPCA Name of Project: Key West Animal Shelter $ 750,000 FY 16/17; $750,000 FY 17/18 Project Expiration Date: 9/30/18 Note: County signoff and submission for reimbursement only allowed after completion of each segment as documented in this exhibit Grantee must apply for reimbursement utilizing the 'Application for Payment' form included within the PaymentlReimbursement Kit attached hereto as Exhibit B. Segment (Grantee to insert completed work for which reimbursement is sought; For Aiw"14411,fi T-JXLC�q Is L;1. 14 oil lei I AA lisle ID njiaeiel III al r-1(7-gn I ME= 1!1=4 # t M Check # or Check Payee Reason Amount Nameof or Paid Credit Credit Card Used Card Date A) Total of Above Submissions. B) Total of Prior Payments Extra expenditure listing sheets are available for your use at the back of this packet — please insert behind page I if needed. IR ATTACHMENTS AND CHECK LIST 112 I certify that as a representative of the Monroe County Project Management Department, I have reviewed and inspected the segment(s) of the project outlined under this request for reimbursement and it is my determination that the scope of services outlined in Exhibit A have been met. iN VERIFICATION (To be completed by the President of the Grantee or Project Manager; notarized and retumed with submission for reimbursement) I swear and certify that the information contained within this submission for reimbursement is true and correct, and that I am the duly authorized representative of this capital project submission. President or Project Managers Name (Printed) Signature of President or Project Manager Sworn to and subscribed before, me this day of , 20 by � personal known to me — or produced a fonn of Identification Notary Public My Commission Expires: of Stamp- VERIFICATION and returned with submission for reimbursement) I swear and certify that the work has been completed in conformance with the designtplans and construction contract (Exhibit A), and that I am the duly authorized Project ' anager/Arc hit ect/Engineer of Record for this Project. Project Manager's or Architect/Engineer of Record's Name (Printed) Signature of Project Manager's or Archit tlEngineer of Record's Sworn to and subscribed before me this day of , 20 by mho is personal known to me — or produced a form of Identification My Commission Expires Notary Steep: 19 NE AMENDED AND RESTATED CONTRACT BETWEEN FLORIDA KEYS SOCIETY OF PREVENTION OF CRUELTY TO ANIMALS, INC. AND MONROE COUNTY This Amended and Restated Contract is entered into this 1st day of May, 2014, between Florida Keys Society of Prevention of Cruelty to Animals, Inc., a Florida (501)(c)(3) non - profit corporation, ( "CONTRACTOR" or "FKSPCA ") and Monroe County ( "COUNTY "). WHEREAS, the parties entered into an agreement on May, 18, 2005, as amended April 19, 2006, September 20, 2006, May 17, 2007 and February 16, 2011, May 18, 2011, August 17, 2011 and as renewed on April 21, 2010; and WHEREAS, the FKSPCA has provided animal control enforcement and services in Key West and >> the Lower Keys since 1999; and WHEREAS, the animal control facility on Stock Island has been in poor condition and in order to 0 build a new and improved animal shelter, the FKSPCA as a 501(c)(3) non - profit corporation has raised Ca funds for this purpose and has submitted an unsolicited proposal to the County pursuant to F.S. 287.05712; and LO WHEREAS, the City of Key West has amended its 99 -year Lease Agreement with the County to CD LO provide a new location for an animal control facility to be built; and r WHEREAS, the County and FKSPCA further intend to enter into this comprehensive agreement LO pursuant to F.S. 287.05712 for long -term animal control services and enforcement in exchange for an animal control shelter to be built by the FKSPCA; and WHEREAS, the BOCC finds that the development of a new animal control shelter serves a paramount public purpose and would otherwise be a permissible use of County funds; and WHEREAS, pursuant to F.S. 287.05712, the County has further determined that the proposed CL project and partnership is in the public's best interest and provides an overall public benefit and that the financial plan submitted by FKSPCA is reasonable and consistent with F.S. 287.05712(11); and L WHEREAS, in consideration of the savings to the County taxpayers in that FKSPCA will be building a new animal control facility to serve the public, the BOCC finds that it is appropriate to enter into this agreement in consideration of that promise; NOW THEREFORE, in consideration of the mutual promises and considerations, the parties agree to enter into a comprehensive agreement and amend and restate the contract as follows: 1. TERM OF AGREEMENT This agreement shall be for a period of 20 years beginning May 1, 2014 and ending at 12:00 midnight on April 30, 2034. The term of this agreement shall be renewable in accordance with Section IV. 1 2. AMOUNT OF AGREEMENT /AVAILABILITY OF FUNDS The County, in consideration of the Contractor substantially and satisfactorily performing and carrying out the duties of the County as to providing animal control services and enforcement of laws related to animals in Monroe County, Florida, shall pay to the Contractor a not to exceed amount of Five Hundred and Fifteen thousand DOLLARS and zero CENTS ($515,000) per year on a reimbursement basis equal to 1/12 of this amount or $42,916.67. If a reimbursement request is less than the per month reimbursement amount of $42,916.67, the unused balance will be rolled over and available for future reimbursement request. The contract amount, upon mutual agreement by the parties, can be adjusted based upon an analysis of increased shelter operations, increased operational cost or other justified reasons relating to animal control services and enforcement as set forth in this agreement. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the Contractor. The Board shall not be obligated to pay for any services or goods provided by the Contractor after the Contractor has received written notice of termination, unless otherwise required by law. A. PAYMENT Payment will be made periodically, on a reimbursement basis, as hereinafter set forth. Reimbursement requests will be submitted to the Public Works Department. The County shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as LO complying with this Agreement, Monroe County Code of Ordinances, State laws and regulations and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the Contractor shall be in the form of a letter, summarizing the expenses, with supporting documentation (e.g. copies of invoices) attached. The letter should contain a notarized certification statement. An example of a reimbursement request cover letter is included as Attachment B. The Contractor's final invoice must be received within sixty (60) days after the termination date of this contract as shown in Article I above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the Contractor. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the annual total amount shown in Article II of this agreement. The Contractor, as a 501(c)(3) non - profit corporation, agrees to provide the documentation listed in (a)- (f) on an annual basis and upon request by the County. Payments are subject to this information being provided on an annual basis or upon request by the County. (a) IRS Letter of Determination indicating 501(c)(3) status; (b) List of the Organization's Board of Directors of; for each board member please indicate when elected to serve and the length of term of service; (c) Evidence of annual election of Officers and Directors; (d) IRS Form 990 from most recent fiscal year for all organizations; (e) Organization's Corporate Bylaws, which must include the organization's mission, board and membership composition, and process for election of officers; and 2 (f) Organization's Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, and equal employment opportunity provisions. The Contractor shall cooperate with County monitoring visits that the County may request during the contract year, and shall provide such other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may request during the contract year. 3. SCOPE OF SERVICES: A. The Contractor shall provide all staffing, equipment, and supplies necessary to operate the Key West Animal Shelter located at 5230 College Road, Key West, Florida 33040 and upon completion at the new "Facility" and provide complete animal control enforcement services from Mile Marker 0 to 16.7 (the Harris Channel Bridge), including the City of Key West. STAFF The Contractor will fully staff, operate and perform all current functions of the Shelter, as further identified in the training manual to be prepared by Contractor; said training manual will be reviewed and approved by the Director of Public Works or designee prior to implementation. The contractor shall provide a list of employees by name and title, including but not limited to, LO CD shelter manger(s) and animal control officer(s). Since this contract is a service LO agreement, staffing is of paramount importance. Contractor shall provide services using the following standards, as a minimum requirement: r 1. The Contractor shall provide all necessary personnel to provide the LO services under this contract. The personnel shall not be employees of or have any contractual relationship with the County. 2. All personnel engaged in performing services under this contract shall be fully qualified, and, if required, to be authorized or permitted under State and local law to perform such services. ii. COMPLIANCE WITH LAW The Contractor shall cooperate with the Monroe County Health Department and follow all local and state laws, regulations and procedures, including but not limited to F.A.C. 10D- 3.091, Procedures for Control of Specific Communicable Diseases and Chapter 64B16 -29, Animal Control Shelter Permits. iii. CARE OF ANIMALS The Contractor will receive and properly confine all animals that are brought to the Shelters or which become the responsibility of the Shelters. All animals in the custody of the Contractor shall have a constant supply of fresh water and be fed a diet appropriate for their species, breed, age and physical condition. Each shelter facility has a perimeter fence to confine all animals to the facility grounds and to restrict wildlife from accessing the property; in this regard, Contractor is not to place food or water outside of the Shelter's fenced area(s) unless it is in an appropriate cat or raccoon trap. 3 1. The Contractor shall provide appropriate care for sick and injured animals in its custody and shall obtain the services of a veterinarian who is licensed by and in good standing with the Board of Veterinary Medical Examiners for the State of Florida for consultations and /or professional services. 2. The Contractor shall provide the personnel and materials necessary to _ humanely euthanize all animals designated for euthanasia by the supervisors or designees of the Shelters. The primary drug to be utilized for euthanasia shall be sodium pentobarbital, and the Contractor shall administer euthanasia to those animals designated for destruction in a humane manner and consistent with state and county laws and regulations. The Contractor's personnel who perform euthanasia will have appropriate certificates attesting to the employee's authority to perform euthanasia, and copies of the certificates will be forwarded to the Director of Public Works or designee. 3. The Contractor shall provide heartworm testing to all adoptable dogs, provide deworming to all adoptable animals, and shall have a program in place for flea and tick control. The Contractor shall provide FIV and Feline leukemia testing for all cats retained in the facility for adoption. iv. ADOPTIONS 1. The Contractor shall ensure that rabies inoculations will be given to all LO adopted and redeemed animals as required by law. CD LO 2. The Contractor will provide an adoption service through the Shelters for v the purpose of securing suitable homes for adoptable animals. The Contractor shall follow appropriate criteria to insure that each LO companion animal is given a suitable home through basic screening Cr procedures that evaluate both the animal to be released and the potential adopter in an effort to assure that the animals adopted are being placed in long -term homes. The screening procedures shall be reviewed periodically by the Director of Public Works or designee as to form and practicality. All adoptable animals will be available for inspection by the public during normal working hours. The Contractor CL shall utilize the Adoption Agreement attached hereto as Exhibit "Gl" unless modified by written and signed directive from the Director of U Public Works or designee. 3. The Contractor shall enforce the provisions of the contract, including, but not limited to, taking any action necessary to ensure that an adopted animal is spayed or neutered and licensed prior to releasing the animal or transferring ownership to its adopter. v. ISSUANCE OF COUNTY LICENSES The Contractor will issue license certificates and corresponding tags for dogs, cats and ferrets as required by the Monroe County Code and collect and remit to the County the fees established by the County Resolutions attached hereto as Exhibit "B." The Contractor will be responsible for determining that all requirements have been satisfied by an applicant prior to issuing a license certificate and shall remit all fees to the County. The license certificates and corresponding tags are numbered and 4 tracked, and Contractor is responsible for returning copies of each numbered certificate that is either issued or voided (including tag for all voids) to the Director of Public Works or designee on a bi- weekly basis. vi. POLICIES AND PROCEDURES MANUAL The Contractor shall maintain a Policies and Procedures Manual for guidance of all staff. At a minimum, it shall set forth the following: 1. Goals and Objectives of the Organization. 2. Protocols for intake, care, adoption, return to owners, and other disposal of animals. 3. Protocols for responding to calls for animal control services, whether in the nature of law enforcement, pick -up of dead animals, or other. 4. Protocols for daily maintenance of premises and equipment, including vehicles. 5. Training Staff a) prerequisites for certain positions b) keeping staff current 6. Training provided* shall include: a) Shelter Policies & Procedures (required of all staff, including volunteers) b) Basic Pet Care c) Veterinary Health Care d) Animal Behavior e) Animal Handling f) Breed Identification & characteristics g) Obedience Training h) Behavior Problem Solving i) Counseling Methods j) Conflict Management (required of all law enforcement personnel) k) Grief Counseling 1) Telephone Manners and Customer Service Skills *Items a & j must be at least in part provided in a classroom or seminar type setting, with live or video teaching. All other training may be self - study, although some in- person or video training is highly recommended. Training shall be provided appropriate to the position filled by the worker, whether that worker is an employee or a volunteer 7. Adoption Guidelines, which shall absolutely require sterilization of all animals prior to release to adopter Other guidelines shall address, at a minimum: a. Consultation with the prospective adopter. b. Prospective adopter's commitment to be responsible for providing care, safe environment, veterinary bills for life of the animal. c. Animal's disposition and that of members (human and animal) of the household to enhance as well as possible the probability of successful placement. R1 vii. HOURS OF OPERATIONS At a minimum: the Shelter shall be open to the public at least 6 days a week and for a minimum of 42 hours each week with an exception for Holidays. The Contractor shall provide the shelter schedule to the Public Works Department. Hours of operation as set forth above may be adjusted only upon mutual written consent of the County and the Contractor in the form of a contract amendment approved by both parties. B. SHELTER FACILITY/ PREMISES Due to the poor condition of the current animal control facility, The Contractor shall construct a new animal shelter ( "the Facility" or "Project ") on the "Relocated Premises ", which is more particularly described on Schedule B of the Amended and Restated Lease Agreement, which is attached hereto an incorporated by reference. The Contractor's unsolicited proposal is attached hereto as "Unsolicited Proposal for a New Animal Shelter" and incorporated by reference. The County understands that the Contractor is building the new Facility with tax - deductible donations to the Contractor, which is a 501(c)(3) non - profit organization. To maintain the tax - deductible status of donations, the Facility is required to be an asset of the Contractor with the understanding that the Facility and any improvements thereto will become the property of Monroe County upon expiration or termination of this Agreement, subject to the amortization as set forth below. The Contractor shall execute any and all documents required to convey clear title of the Facility to the County upon expiration or termination of this Agreement, subject to the amortization as set forth below. The Contractor will use the Facility to provide the services as outlined above. The County must review and consent to the design, development and construction of the Facility before the Contractor proceeds with work. The Contractor must comply with the r County's competitive bidding procedures as set forth in Section 2 -347, Monroe County Code and the Monroe County Purchasing Policy and Procedures. Also pursuant to F.S. 287.05712(9), the LO Contractor shall provide delivery of performance and payment bonds, letters of credit, or other security acceptable to the County in connection with the development or operation of the Facility in the form and amount satisfactory to the County. For components of the Facility which involve construction, the form and amount of the bonds must comply with s. 255.05, Florida Statutes. Unless the County finds that the security provided is insufficient, the County will accept security in the form of bank statements; signed letter from the bank stating that funds CL are in the bank for the specified project; and /or documentation provided by a financial institution of a line of credit assigned to the construction of the Facility. The Contractor shall file on a quarterly basis, the appropriate financial statements that pertain to the Facility and other security as set forth above or that may be required by the County. n If this agreement is terminated by the County, the Contractor shall be entitled to reimbursement only for the actual cost of work completed in construction of the Facility, including architecture fees and permits fees. The total reimbursement will not exceed the total cost of the construction minus depreciation, using a straight -line method of depreciation and will be amortized over a period of 30 years. After 30 years, the Contractor will not be entitled to any reimbursement for construction and the Facility and any improvements to the Relocated Premises becomes the property of Monroe County. The County grants and authorizes the Contractor to use and develop the Relocated Premises described as Schedule B in the Amended and Restated 99 -year Lease Agreement with the City of Key West as attached hereto and incorporated by reference. The Contractor agrees to be bound by all of the terms and conditions as set forth in the Amended and Restated Lease Agreement and Joint Participation Agreement (JPA) attached hereto and incorporated by reference. The Relocated Premises is to be used exclusively for animal control services, an animal shelter and its related and associated uses. The Contractor shall develop and use the Relocated Premises as an animal control facility for animal control enforcement and services in Key West and the Lower Keys. The development and construction of the Facility shall comply with the provisions in the Amended and Restated Lease Agreement. Upon completion of the Facility and issuance of a Certificate of Occupancy (CO), the County in consideration of additional cost directly related to operation of the new Facility, i.e. increased staffing, utilities, insurance, repairs and maintenance, will increase compensation, in an amount to be determined, on a reimbursement basis in compliance with the provision for payment as set forth in paragraph 2 above. Additionally, repairs that are estimated to cost over $1,000.00 and are approved by the Director of Public Works, or designee may be paid directly by the County, and shall be in addition to the total compensation amount set forth in paragraph 2. The County grants and authorizes Contractor to use City property as set forth in the Revocable and License Agreement for Use of City Property, as attached hereto and incorporated by reference. The Contractor agrees to all of the terms and conditions as set forth in the License Agreement. As per the License Agreement the Licensor /City of Key West and the County do not assume any liability whatsoever for any damage which may occur on the Licensed parcel. C. ENFORCEMENT SERVICES The Contractor will provide complete animal control and enforcement services within the Service Area described above, including, but not limited to: 1. Training of Animal Control Officers: The Contractor shall provide that all animal control officers complete the mandatory certification program outlined by F.S. 828.27 (40 hours of training curriculum approved by the Florida Animal Control Association); said training shall be completed on a timely basis after a 90 -day probationary period. The Contractor is to provide the Director of Public Works, or designee, with copies of the Animal Control Officer Training Program Certificates. 2. Emergency services (24 -hours per day /7 -days a week) for Priority One calls which are: a. Injured animal; b. Bite cases; person bit by any warm - blooded creature; C. Animal bites to other animals; d. Wild animal in home; e. Dangerous dog investigations; f. Animal cruelty investigations; g. Law enforcement requests. 3. Patrolling service area on a regular and consistent basis; 7 4. Picking up dogs that are running at- large; 5. Picking up cats or raccoons captured in cat or raccoon traps; contractor shall notify the public of the availability of cat and raccoon traps. 6. Non - emergency animal pick up from residential homes during normal operating hours; 7. Picking up dead animals along County or City rights -of -way and arrange for proper disposal in accordance with all applicable laws, regulations and ordinances; 8. Disposing of any animals that are euthanized or that expire while in the care, custody, or control of the Contractor, in accordance with all applicable laws, regulations and ordinances. 9. Investigating all reports of violation of local and state ordinances and regulations relating to animal control and, when warranted by the facts, issue citations (Resolution No. 290 -2010 and animal control citation form attached hereto in Exhibit "G3 "), and /or prosecute all persons charged with violation of said ordinances and regulations, which includes representing Monroe County in court proceedings when required. Further, upon termination of this agreement, the Contractor shall complete all cases originated by Contractor including representing the County in court if necessary. 10. Complying with all applicable County ordinances and regulations as well as the laws of the State of Florida. D. FEES. The Contractor shall collect and remit to the County all funds that are collected for fees, such as license certificates, citations, penalties, adoptions etc., required to be collected pursuant to Monroe County Code Sections 4 -39, 4 -45, 4 -46 and 4 -66, and Monroe County Resolution No. 240 -2006, as amended by Resolution Nos. 386 -2006 and 599 -2006, as same may be amended from time to time; said Resolutions are attached hereto and marked Exhibit "B." Checks received for these fees shall be made payable to Monroe County and remitted directly to the County. In this regard, the Contractor shall issue numbered receipts and keep appropriate records of all funds received and shall provide to the Director of Public Works or designee on a bi- weekly basis copies of daily cash reconciliation forms, daily bank deposit information and original license certificates that are issued or voided. All funds must be deposited into specific Monroe County bank accounts, and all requests for waiver of any fines or fees owed to the County must be submitted in writing on the County- approved affidavit form to the Director of Public Works or designee, said affidavit form is attached hereto and marked Exhibit "G2." The Contractor shall only charge fees as outlined in Monroe County Resolution No. 240- 2006, as amended by Resolution Nos. 386 -2006 and 599 -2006, as same may be amended from time to time; said Resolutions are attached hereto and marked Exhibit "B." The Contractor shall not charge any fees for services at the Shelters unless approved in writing by the Contractor and the Board of County Commissioners in the form of a contract amendment. 8 In addition to the transactional fees as set forth in the resolutions and as required to be remitted to the county pursuant to Sec. 4 -39, Monroe County Code, the animal control contractors may charge animal owner(s) or potential adopter(s) for services, including sterilization pursuant to Sec. 823.15, Florida Statutes, vaccinations not covered by the County, and any other services provided to the public which are not required by the County contract. The Contractor shall charge no more to the public than the average cost of any of the services provided which are not required under this contract. E. REPORTS On a bi- weekly basis, Contractor shall provide the Director of Public Works or designee with copies of all bite reports and citations that are issued. On a monthly basis, Contractor shall submit a statistical report utilizing the form marked as Exhibit "G4" as same may be amended from time to time. F. HURRICANE OR OTHER NATURAL DISASTER In the event of a hurricane or other natural disaster, the Contractor shall make its best efforts to properly house and care for all animals. In this regard, the Contractor shall designate sufficient staff who will be able to remain in the County hurricane or similar natural disaster to care during the disaster for the animals which have not been evacuated and after the disaster for animals not evacuated and any animals which are at large. The Contractor will supply those employees' names, addresses and telephone numbers to the County Administrator who may, at his discretion, require the Contractor to have the listed employees remain in the County during and after a Category 1, 2 or 3 Hurricane or similar natural disaster. G. PETS IN SHELTERS Contractor shall provide the services designated for the Animal Control /Shelter Contractor in the Pet Friendly Special Needs Clients Sheltering Plan to provide evacuation of pets of Special Needs Clients and assistance with care of said pets. 4. RENEWAL: The County shall have the option to renew this agreement for an additional ten (10) year period after the initial 20 year period. The contract amount agreed to herein may be adjusted annually in accordance with the percentage change in the consumer Price Index (CPI) for all urban consumers (CPI -U) for the most recent 12 months. S. CONTRACTOR'S LICENSE: The Contractor shall secure, maintain and pay all applicable fees for any permits and licenses necessary to operate the Shelters. By signature hereon, the Contractor warrants that it is authorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in these contract documents. Proof of such licenses and approvals shall be submitted to the County upon request. The Contractor has, and shall maintain throughout the term of this contract, appropriate licenses and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. 6. INDEPENDENT CONTRACTOR: At all times and for all purposes, the Contractor, its agents and employees are strictly considered to be independent contractors in their performance of the work contemplated hereunder. As such, 0 the Contractor, its agents and employees shall not be entitled to any of the benefits, rights or privileges of County employees. The provider shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. 7. UTILITIES: The Contractor shall be responsible for payment of all utility charges for the Shelters. All utility accounts will be held in the Contractor's name. 8. VEHICLES Contractor shall provide a list of all vehicle(s) currently used and any vehicle(s) that the Contractor acquires or uses in performing /providing services under this agreement, the Contractor shall include and list those vehicle(s) under this agreement with the VIN (vehicle identification number) and the Contractor must adhere to all insurance coverage requirements under this contract. If County funds are used to acquire any capital assets, then upon termination or expiration of the contract those assets will become the property of Monroe County, unless otherwise agreed to by the County. 9. HOLD HARMLESS /INSURANCE REQUIREMENTS: The Contractor covenants and agrees to indemnify and hold harmless Monroe County Board of County LO CD Commissioners and the County Court of Monroe County from any and all claims for bodily injury LO (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of services provided by the Contractor or any of its Subcontractor(s) in LO any tier, occasioned by the negligence, errors, or other wrongful act of omission of the Contractor or its Subcontractors in any tier, their employees, or agents. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained within this agreement. General Insurance Requirements As a pre- requisite of the activities governed by this contract (including the pre- staging of personnel and material), the FKSPCA shall obtain, at their own expense, the types and amounts of insurance specified below, which are made part of this contract. The FKSPCA will not be permitted to commence any activities governed by this contract (including pre - staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the County as specified below. The FKSPCA shall maintain the required insurance throughout the entire term of this contract. Failure to comply with this provision may result in the immediate suspension of all activities until the required insurance has been reinstated or replaced. The FKSPCA will be held responsible for all deductibles and self insured retentions that may be contained in the FKSPCA's Insurance policies. 10 The FKSPCA shall provide, to the County, as satisfactory evidence of the required insurance, either: • Certificate of Insurance or • A Certified copy of the actual insurance policy. The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. 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. The acceptance and /or approval of the FKSPCA's insurance shall not be construed as relieving the FKSPCA from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies, except for Workers' Compensation and Professional Liability coverages. 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 Monroe County Risk Management. Specific Insurance Requirements Employee Dishonesty Insurance The FKSPCA shall purchase and maintain, throughout the term of the contract, Employee Dishonesty Insurance which will pay for losses to County property or money caused by the fraudulent or dishonest acts of the FKSPCA's employees or its agents, whether acting alone or in collusion of others. The minimum limits shall be: $100,000 per Occurrence Commercial General Liability Insurance Prior to the commencement of activities governed by this contract, the FKSPCA shall obtain Commercial General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: • Premises Operations • Products and Completed Operations Blanket Contractual Liability • Personal Injury Liability The minimum limits acceptable shall be: R1 11 $1,000,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per Person $ 1,000,000 per Occurrence $ 100,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. Business Automobile Liability Insurance Recognizing that the work governed by this contract requires the use of vehicles, the FKSPCA, prior to the commencement of activities governed by this contract, shall obtain Business Automobile Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum, liability coverage for: • Owned, Non - Owned, and Hired Vehicles The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per Person $1,000,000 per Occurrence $ 100,000 Property Damage Workers' Compensation and Employers Liability Insurance Prior to the commencement of activities governed by this contract, the FKSPCA shall obtain Workers' Compensation Insurance with limits as set forth in Florida Statute 440. In addition, the FKSPCA shall obtain Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of this contract. All Risk Property Insurance "All risk" property insurance, including theft coverage, written at replacement cost value and a replacement cost endorsement insuring CONTRACTOR'S improvements and betterments, fixtures, furnishings, equipment and any other property belonging to CONTRACTOR Veterinarian Professional Liability Insurance R1 12 Recognizing that the activities governed by this contract may involve the furnishing of professional services by a licensed Veterinarian, the FKSPCA shall purchase and maintain, throughout the life of the contract, Veterinarian Professional Liability Insurance which will respond to damages resulting from any claim arising out of the performance of professional services or any error or omission of a Veterinarian arising out of activities governed by this contract. The minimum limits of liability shall be: $1,000,000 per Occurrence /$2,000,000 Aggregate Insurance Requirements for Contractors and Subcontractors Engaged by the FKSPCA All provisions specified in the General Insurance Requirements (including the County being named as an Additional Insured) specified above shall apply to all Contractors and Subcontractors engaged by the FKSPCA. Prior to the commencement of any activities of Contractors and Subcontractors engaged by the FKSPCA, the FKSPCA shall ensure that the Contractors and Subcontractors are maintaining the following types and amounts of insurance. Commercial General Liability Insurance Coverage shall be maintained throughout the life of the agreement between the FKSPCA and the Contractor or Subcontractor and include, as a minimum: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per Person $ 1,000,000 per Occurrence $ 100,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of the contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the final acceptance of the work performed by the Contractor or Subcontractor for the FKSPCA. The County must be named as an Additional Insured on all Contractors and Subcontractors Commercial General Liability policies. R1 13 Business Automobile Liability Insurance The FKSPCA, prior to the commencement of activities governed by the contract between the FKSPCA and any Contractor or Subcontractor shall ensure that all Contractors and Subcontractors will maintain Business Automobile Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum, liability coverage for: • Owned, Non - Owned, and Hired Vehicles The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per Person $1,000,000 per Occurrence $ 100,000 Property Damage Workers' Compensation and Employers Liability Insurance Prior to the commencement of activities governed by a contract between the FKSPCA and any Contractor or Subcontractor, the FKSPCA shall ensure that all Contractors and Subcontractors are maintaining Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440. In addition, the FKSPCA shall ensure that all Contractors and Subcontractors are maintaining Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease, each employee Builders Risk Insurance Prior to any construction activities engaged by the FKSPCA, the FKSPCA shall obtain Builder's Risk Insurance on an All Risk of Loss form. Coverage shall include coverages for: Theft Aircraft Windstorm Vehicles Hail Smoke Explosion Fire Riot Collapse Civil Commotion Flood The policy limits shall be no less than the amount of the finished project and coverage shall be provided on a completed value basis. R1 Property located on the construction premises, which is intended to become a permanent part of the finished structure, shall be included as property covered. 14 Additionally the Contractor agrees to obtain and adhere to the insurance requirements as set forth in the Amended and Restated Lease Agreement Revised Joint Participation Agreement and Re v o cable License Agreement for Use of City property 10. DONATIONS AND GRANTS: The Contractor shall issue receipts, keep appropriate records, and account separately for all donations and grants received by Contractor: (a) At any Monroe County Animal Shelter; (b) For the benefit of animals in Monroe County; or (c) Off of Monroe County premises for which the donors have a reasonable expectation that the funds may be used out of County La Said donations and grants shall be used by Contractor only for the benefit of shelter animals in Monroe County or other services not mandated by the contract and may only be applied to the organization's operational mission within Monroe County. In the case of donations solicited by third parties on behalf of the Contractor, the donating entity must make its financial records pertaining to the donated funds available to representatives of the Contractor and the County during regular business hours (Monday through Friday, 9:00 a.m. to 5:00 p.m., excluding holidays) in order to insure that all monies collected on behalf of the Contractor are in fact donated to the Contractor for the benefit of Monroe County shelter LO CD LO animals in Monroe County. If a prospective donating entity is unwilling or unable to comply with the foregoing requirement, then the Contractor may not accept any donations from that entity. r 11. FACILITIES AND EQUIPMENT: The Contractor hereby accepts the Shelter facilities and equipment in "as is" condition, and the Contractor shall allow the County to inspect said facilities and equipment at any reasonable time. In addition, all operating supplies and any additional equipment such as catch -all sticks, cages and the like shall be the responsibility of the Contractor. A capital asset is tangible property or fixtures estimated to cost or be valued at $1,000 or more. Prior to purchasing a capital asset with County funds, the Contractor shall notify and seek approval in writing from the Public Works Department. If County funds are used to acquire any capital assets, then upon termination or expiration of the contract those assets will become the property of Monroe County, unless otherwise agreed to by the County. The Contractor shall maintain a list of all capital assets even those purchased without County funds, noting whether acquired with County funds or other funding sources and the Contractor shall provide said list to the Public Works Department, as amended, when additional capital assets are acquired. Property acquired with County funds will be inventoried pursuant of Chapter 274, Florida Statutes. All fixtures, equipment, signs and tangible personal property provided by the Contractor and used on the premises by Contractor shall at all times be and remain the property of the Contractor. Contractor shall have the right to remove any such fixtures, equipment, signs or tangible personal property or any 15 part thereof, from the premises during the term of this contract, at the expiration thereof or within a reasonable time thereafter; provided, however that Contractor, in doing so does not cause irreparable damage to the Premises, and further provided that Contractor shall pay or reimburse County for the reasonable expenses of repairing damage caused by such removal. 12. INVENTORY: Prior to commencement of the service contemplated herein, the County shall perform an inventory of all supplies, materials, medicines and equipment at each Shelter and the inventory lists prepared therefrom shall be signed by both parties hereto. 13. CONTRACTOR'S ASSUMPTION OF PREMISES AND CONDITIONS The Contractor hereby agrees that he has carefully examined the premises provided by the County and the district for which he shall provide services and has made investigations to fully satisfy himself that such site(s) is (are) correct and suitable for this work and he assumes full responsibility therefor. The provisions of the Contract shall control any inconsistent provisions contained in the specifications. All specifications have been read and carefully considered by the Contractor, who understands the same and agrees to their sufficiency for the work to be done. Under no circumstances, conditions, or situations shall this Contract be more strongly construed against the Owner than against the Contractor. 14. MAINTENANCE, IMPROVEMENTS AND CAPITAL ASSETS "' LO The Contractor shall be responsible for the shelter premises. The Contractor shall: a) Maintain the Shelters and Premises, including kennel areas, cages, and euthanasia room(s) and all r equipment in a clean, safe and sanitary manner. b) Maintain and be responsible for the costs of repairs to the Shelter buildings, grounds, and equipment in order to keep same in proper working condition. Prior to commencement of any repairs, the Director of Public Works or designee must be notified, in writing, of the proposed repairs and estimated cost. The Contractor will accept the facilities and equipment in "as is" condition. All operating supplies and any additional equipment such as catch -all sticks, cages and the like shall be the responsibility of the Contractor. c) Contractor shall have the right during the term of the contract to construct, re- construct, re- model, CL paint, decorate and re- decorate the Shelter; provided however, that all such improvements to the Shelter by Contractor shall conform to all applicable building codes, regulations, permits and prior written approval from the Director of Public Works or designee is obtained; written approval by the Director of Public Works or designee shall not be unreasonably withheld. All improvements remaining at the Shelter at the expiration or upon the termination of the contract shall become the property of the County. If at the expiration or termination of the contract the Contractor wishes to leave the improvements or personal property at the Shelter, Contractor shall obtain written approval from the County. The County has the sole right to reject the leaving of such personal property and improvements and require the Contractor to remove them from the Shelter. If Contractor fails to remove personal property or improvements that a) Contractor leaves on site and b) the County requests removal, the County shall have the sole right to remove Contractor's personal property and improvements from the Shelter. Contractor shall be responsible to reimburse the County for all costs and expenses associated with the removal and disposal of Contractor's personal property and improvements. W 16 If County funds are used to acquire any capital assets, then upon termination or expiration of the contract, those assets will become the property of Monroe County, unless otherwise agreed to in writing by the County. 15. FUNDRAISING: The Contractor may not use the Shelter Facilities for fundraising events or for selling merchandise or services unless the County does not object after the Contractor notifies the County in advance and unless the funds raised, less related costs, are used to benefit the animals in Monroe County. The Contractor shall collect on behalf of the County the fines as listed in Monroe County Code Section 4- 39, 4 -45, 4 -46 and 4 -66, and the fees listed in the Fee Resolutions attached hereto as Exhibit "B," as same may be amended from time to time. Said fines and fees shall be remitted to the County as set forth in Sec. 4 -39 of Monroe County Code. Contractor shall account separately for all donations and funds received: a) At any Monroe County Animal Shelter; b) For the benefit of animals in Monroe County; and c) Off of Monroe County premises for which the donors have a reasonable expectation that the funds may be used out of Monroe County. Funds raised by the Contractor from fundraising events at the Monroe County shelter and donations LO received at Monroe County Animal Shelters shall only be used to benefit the animals in Monroe County CD LO or other services not mandated by the contract and may only be applied to the organization's operational mission within Monroe County unless there is documentation that the donor wanted the donation to be used for any mission purpose, whether in or out of the County, or the fundraising fliers LO and other materials make it clear that the funds are to be used outside the County. 16. NON - DISCRIMINATION 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, 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 17 time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on the bases of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 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. 17. INSPECTION OF BOOKS AND FACILITIES /AUDIT /ACCOUNTING: Contractor shall keep and 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 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 five (5) years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to the 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. In addition, the Contractor shall, at its expense, provide the County with an annual audit prepared by an independent Certified Public Accountant; said audit shall conform to generally accepted auditing standards and shall be submitted to the County within one hundred twenty (120) days following the close of the Contractor's fiscal year. 18. PUBLIC RECORDS: Pursuant to F.S. 119.0701, Contractor and its subcontractors shall comply with all public records laws of the State of Florida, including but not limited to: LO (a) Keep and maintain public records that ordinarily and necessarily would be required by Monroe County in order to perform the service. (b) Provide the public with access to public records on the terms and conditions that Monroe County would provide the records and at a cost that does not exceed the cost provided in Florida Statutes, Chapter 119 or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records CL disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to Monroe County all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to Monroe County in a format that is compatible with the information technology systems of Monroe County. The County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Contractor. 19. MEDICAL RESEARCH In no event shall any animals under the care, custody, or control of the Contractor be given, bartered or sold to any medical research company. 20. CAT /RACCOON TRAPS: 18 The County hereby leases its cat /raccoon traps to the Contractor for the Contractor to rent to the public upon payment of a deposit fee. All deposit fees collected by Contractor shall be returned to the renter upon return of the trap or, if the trap is not returned to Contractor, the deposit fee will be retained by the Contractor in order to purchase replacement traps. At the end of this agreement, the Contractor will return the same number of cat /raccoon traps to the County as the County had provided at the beginning of this agreement. Nothing herein shall preclude Contractor from purchasing and renting its own cat and raccoon traps. Contractor shall notify the public of the availability of cat and raccoon traps. 21. BREACH OF TERMS BY CONTRACTOR The passing, approval, and /or acceptance by the Owner of any defect in the services furnished by the Contractor, shall not operate as a waiver by the County of strict compliance with the terms of this Contract, and specifications covering the services. County may immediately terminate the Agreement due to any violations by Contractor of criminal statutes governing humane and cruel treatment of animals. Any other Contractor breach of this agreement shall be governed by the article below on termination for cause. The Contractor agrees that the County Administrator may designate representatives to visit the facility(ies) periodically to inspect Contractor's maintenance of the premises, and care provided to animals. The Contractor agrees that the County Administrator may designate representatives to visit the facility(ies) periodically to conduct random open file evaluations during the Contractor's normal business hours. 22. TERMINATION WITHOUT CAUSE The County may terminate this agreement without cause by providing the Contractor with written r notice of termination at least sixty (60) days prior to the date of termination. LO 23. TERMINATION WITH CAUSE The County may terminate this agreement for cause if the Contractor shall default in the performance of any of its obligations under this agreement. Default shall include the occurrence of any one of the following events and same is not corrected to the satisfaction of the County within fifteen (15) days after the County provides the Contractor with written notice of said default: a. Failure to provide food or water for animals in the custody of Contractor. b. Failure to procure appropriate veterinary care for any sick or injured animal in the custody of the Contractor. c. Failure to administer euthanasia in a humane manner. d. Failure to maintain the Shelters in a clean, safe and sanitary manner. e. Breach of any other term, condition or requirement of this agreement. 24. ASSIGNMENT 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 of Monroe County and Contractor, 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 19 agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the board. 25. COMPLIANCE WITH LAW In providing all services /goods pursuant to this agreement, the Contractor shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the contractor. The contractor shall possess proper licenses to perform work in accordance with these specifications throughout the term of this contract 26. DISCLOSURE AND CONFLICT OF INTEREST A. The Contractor represents that it, its directors, principles and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this contract, as provided in Sect. 112.311, et. seq., Florida Statutes. B. Upon execution of this contract, and thereafter as changes may require, the Contractor shall notify the County of any financial interest it may have in any and all contracts with Monroe County. 27. FINANCIAL RESPONSIBILITY F4 The Contractor shall not pledge the County's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms LO of this contract. The Contractor represents by signing this agreement that it has the financial ability and responsibility to develop and construct an animal control facility on the Relocated Premises and that it will be solely responsible for all cost associated with the Project and that funds reimbursed under this contract are not for the development and construction of the Project. As per the 99 -year Amended and Restated Lease agreement, the Contractor shall provide a performance guarantee to the County before a building CL permit will be issued. The Contract shall warrant, prior to issuance of a building permit, that Contractor has the financial capability to construct and complete the Project/The Facility as planned without the need to request further funding from County for same. The Contractor shall confirm in writing (in the form of bank statements; signed letter from the bank stating that funds are in the bank for the specified project; documentation provided by a financial institution of a line of credit assigned to the construction of the Facility) that Contractor has the funds in place, at the time of issuance of the building permit such to be in a position to construct and complete the Facility. The County /BOCC shall address any deficiencies in funding. The County /BOCC has the option to reduce the size of the project/The Facility in order to meet any deficiencies in funding. 28. NOTICE REQUIREMENT Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY: 20 Monroe County Administrator and Dent Pierce, Director and County Attorney 1100 Simonton Street Monroe County Public Works 111112 th St., Suite 408 Key West, FL 33040 1100 Simonton St., Rm. 2 -231 PO Box 1026 Key West, FL 33040 Key West, FL 33041 -1026 FOR CONTRACTOR: Florida Keys SPCA 5230 College Road Key West, FL 33040 29. TAXES The County is exempt from payment of Florida State Sales and Use taxes. The Contractor shall not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is the Contractor authorized to use the County's Tax Exemption Number in securing such materials. The Contractor shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this agreement. 30. GOVERNING LAWS This Agreement is governed by the laws of the State of Florida. Venue for any litigation arising under this Agreement must be in Monroe County, Florida. In the event of any litigation, the prevailing party is entitled to attorney's fees and costs. 31. PUBLIC ENTITY CRIME STATEMENT 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 goods or services to a public entity, may not submit a bid on a contract with a public entity for 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 a 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, F.S. for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. (CATEGORY TWO: $25,000.00). 32. AUTHORIZED SIGNATORY The signatory for the Contractor, below, certifies and warrants that: (a) The Contractor's name in this agreement is its full name as designated in its corporate charter. (b) He or she is empowered to act and contract for Contractor. (c) This agreement has been approved by the Contractor's Board of Directors. Further, Contractor shall, upon execution of this agreement, provide proof of incorporation and a list of its Board of Directors. 33. ENTIRE AGREEMENT This agreement constitutes the entire agreement between the County and the Contractor for the services contemplated herein. Any amendments or revisions to this agreement must be in writing and be executed in the same manner as this agreement. R1 34. NON - RELIANCE BY NON - PARTIES 21 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 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 the Agreement. 35. SURVIVAL OF PROVISIONS Any terms or conditions of either of this Agreement that require acts beyond the date of the term of the Agreement, shall survive termination of the Agreement, shall remain in full force and effect unless and until the terms or conditions are completed and shall be fully enforceable by either party. IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Agreement as of the date first written above_ Print Name: C /PS A k oji - nez" 1 7 By: t' X / LC41r _- WITNESS Print Name: iti2 ' 1,t_T_ ►'1 E-� Ca '"U t LLJ Q �Z O t�O v J yr �• 22 :•A•� • :• ff 41 r•A MMISSIONERS irman By: - CVAt Presiden Florida Keys Society for the Preventi f Cruelty to Animals, Inc. MONROE COUNTY ATTORNEY — APPROVED AS TO FORM: CHRISTINE M. L.IMBERT- BARROWS ASSISTAI`JT COUNTY ATTORNEY Date �� (� R1 Attest• �j� By: �''� WITNESS ATTACHMENT A Expense Reimbursement Requirements This document is intended to provide basic guidelines to Human Service and Community - Based Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from the Monroe County Code of Ordinances and State laws and regulations. A cover letter (see Attachment B) summarizing the major line items on the reimbursable expense request needs to also contain the following notarized certified statement: "I certify that the above checks have been submitted to the vendors as noted and that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's •• LO contract with the Monroe County Board of County Commissioners and will not be submitted CD LO for reimbursement to any other funding source." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting LO a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all - inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305 - 292 -3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter- company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: pay period, check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor Invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. 0 Supplies, Services, etc. L For supplies or services ordered, a vendor invoice Is required. Telefax, Fax, etc. W A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Telephone Expenses LO . CD A user log of pertinent information must be remitted including: the party called, the caller, LO the telephone number, the date, and the purpose of the call. r Travel and Meal Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of LO Travel Expenses. Travel reimbursement requests must be submitted and will be paid in accordance with Monroe County Code of Ordinances and State laws and regulations. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving from one's home to the airport for a business trip is not a reimbursable expense. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and c end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Non - allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non - sufficient check charges, penalties and fines. RI ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( organization-n- ame) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 0 102 Company B Utilities XXX.XX Ca 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total L O .. CD LO (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) r $ X,XXX.XX (D) Total contract amount $ X,XXX.XX LO Balance of contract (D -C) X.XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 200_ by who is personally known to me. Notary Public Notary Stamp EXHIBIT "B" PAGE 1 OF 4 RESOI.I N NO 599- 2U1i6 A RESOLUTION OF THE BOARD OF COUNTY COMM COUNTY, FLORIDA, AMENDING RESOLUTION NO. ERS OF MONROE iSSiON ISSION TO PROVIDE A THREE-YEAR COUNTY LICENSE FEE FOR CATS THAT ARE NOT SPAYED/NEUTERED. WHEREAS, Resoludon 386 -2006 was passed by the Board of County Commissioners on September 20, 2006 providing for one -year and three -year County licenses, fees for dogs, cats and ferrets and replacement license, , WHEREAS, a scrivener's OTOr resulted in the omission of the 3 -year County license fee for cats that are "nor spayed'neurered and 6 months ofage or older", 2.E. (2xb), and WHEREAS, the animal control coutractm report that there are a sufficient number of people selecting the three -Year vaccine for their pets to make the alternative three -year license also desirable; L 0 L 0 0 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE 0 COUNTY, that: w I. Section 2.E. of Resoludon No. 386 -2006 is hereby amended to read. 2. re E . County License: (1 ) Dogs: ONE YEAR TfiUE YEAR (1 (a) Animal is spayed/neutered or under 6morAhs of age S 10 S20 (b) Animal is not spayed/neutered and 6 months of age or older $35 (2) Cats: $75 (a) Animal is spayed/neutered or under 6months of age SID $20 (b) Animal is not spayed/neutered and 6 months of age or older $35 7 (3) Ferrets: $6 SID (4) Replacement (per replacement, regardless of years covered) $2 (5) Dogs and cats with microchips or other means of permanent identification and with regi tb the qpmty or a national identification service current to the owner, shall receive a SS discount from the annu PASSED AND ADOPTED by the Board of County Commissioners of Momve , r meeting of the Board held on the 15th day of November, 2006.x' !'aD'a C Mayor McCoy Yes Mayor Spehu Yes S q Commissioner Neugent Yes ,�'— 1 Commissioner Murphy Yes Comnjissioner DiGennaro Yes (SCSI) BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Attest: DANNY L. KOLHAGE, Clerk _, � r / Deputy Clerk MONROE COUNTY ATTORNEY Mayor /Chairman AP VED AS TO ZANNE A. U ON COUNTY Date AFTOiMN _Sf,/'U�D �i { { a EXHIBIT "B" PAGE 2 OF 4 A itt MUTION OF TES BOARD OF COUNTY C01WWROW � � A COUNTY, FLOmDA. AAI�NG RZSMt TION N0. 2462464M 7 JUMR-W S ALTHtNATMZ IN I= DOG, CAT A WM'WT UCVM nM WHMU S, Rmob*=No. 240 -2006 wm pmd by the Board of County Commame m (BOCC) to tevisa do Beat to be dwpd for van= sehtl ooatrd smvim ; and Wl =Zh& pAsobm o No. 240 2006 dimmMd the WWwftvo *mWlear htaease avaleble is 000j�tm with tba ducoo - year mbws vaocina vAw-h are OdmmuwW loose Pea; and WEldRIrAS, iho anent) ooapd ooatractas ,spat 1lMt these an: a saffaaeat aotobec �P �° three -year vaccine for their pets to mks the a%emative duceyar hams ahw deseable; NOW,'ITuRlFOm BE rf RESOLVED BY THE BOARD OF COUNTY coNb MIOIO M OF MONROE COUNTY, tut: 1. Seddon 2.E. of Raohmfm No. 240 -2006 is bweby amended to ttad: 2 . OMYEAL THREE im E. County Lioeosa: ( Dop: $10 $20 (O Animal is epayedlasaoerod ar oader 6awdu of sae (b) Anal is ad spayed/naataed sad 6 moatbs of age or oiler $35 S75 (2) Gds: ;s $10 $2 (a) Anml is not V lstyeedhm or sad 6 modbe of ego a older $35 (b) Aoimet not apd/aeatettd (3) Funts: $6 $I O (4) Replaoematt: (Per mphooke rt, ragodh m of yams oovered) $ 2 (5) Dogs sod olds with microdW of other means of PwmmmM kluMB.QMM sad with tegir<nt" to dm Cooaty or a vsbmW xkgnficxbm savor an= to the owner, shall ncoem a $5 &move from da saoual )deems Bee. PASSED AND ADOPTED by the Baud of Coemty Conumsuomm of Wfoaooe Coasty, Floeids, at a msdit of the Board bdd on the 20th day of Sap m*W , 2006. MONROE COUNTY ATTORNEY lu wrrnvvcu y- n YA �a A O_L��_�// NATILEENE W. 'et ASSISTANT NTY In-i�Di o ya Dan. m `r! A�f BOARD OF OOUZM (70M11 a OF MONR016 , FLO] s- I[ a o r m D t � b Rl Mrjor McCoy Mayor Spam EXHIBIT "B" PAGE 3 OF 4 Companion to Alternate Version RESOLUTION NO. 240 206 A RESOLUTION OF THE BOARD OF COUNTY COMIMUSUONERS OF MONROE COUNTY, FLORIDA, REPrALING AND REPLACING RESOLU77W NQ 261,2683 TO PROVIDE CHANGES TO DOG, CAT & FERRET LICENSE FEES, WHEREAS, Rex&dw Na 261 -2005 was passed by the Board of County Commissioners (BOCC) to require the issuance of a dog license to eomapond with the length of effectiveness of the rabies eacciaadron actually administered; and WHEREAS, the BOCC has passed Oidbxwr Na 006 -2006 requiring luxTi ue of dogs, cats and ferrets; and O WHEREAS, the BOCC has determined that it is in the beat interests of the pubic to dwr Chapter 3 of the Monroe County Code to ahro require lioeneure of ferrets and to chaup the age at which licenses are required to conform lice nsure to the Soft rabies vaccination laws and WHEREAS, the BOCC has detammed that there a no public canna about the fka previously n: fend by the BOCC what calls for pick up of un- neutered and unsprayed dogs at huge sensed such cab for ed; dogs who have been neutered or spay sad LO CD LO WHEREAS, it is desired to reduce the arpt of pet owners who do not beep their pets Rom roaming at huge; r NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, that: 1. ReaAdian Na 261 -2003 is hereby repealed. 2. Fees shall be collected fbr the following services as specified: ;S &M EW A- Pick-sW*: (1) First Time $25 (2) Second Time $50 (3) Third and each additional time within a 12 -mondt period $100 `The above pick -up flees stall be doubled if the animal picked up was not vaccinated for rabies. (4) Unai'le vdaratimd at huge, -mV aadmprion Ucanw. If an unaltered animal comes into the shelter, either by being picked up or brought ink these will be an additional $100 fine for the fact that it is unetaed and that fine will be waived if owner or assigned metalw agrees to albw the animal prior to leaving the shelter . B. Barffi g (per night) slo C. MOW= $10 D. QiUML $10 Rona aka 261-000) 1 (COMPMimb 0, AMrd 00&2006 AUWMU Vwzioe App 6 2106) EXHIBIT "B" PAGE 4 OF 4 E. cma PER YEAR* ( Togs= (a) Animal is spayed/nanoW or under 6months of age $10 (b) Animal is not spayedh=tuad and 6 months of age or older S35 (Z) Cats: (a) Animal is "yed/neutecod or rmdar 6mandu of age S 10 (b) Animal is ant apayedhmeered and 6 months of age or older $3 5 (3) Ferrets: $6 (4) RgAacatn nt S 2 (5) Dogs and ds with microchips or other means of permanent identification and with registration to the County or a national identification service current to the owner, shall receive a 55 discotmt ficui the annual liease fee. * Licenses are to be issued on an annual basis. However, any three-year license previously isWW in conformity to a three -year rabies vaccine and pursuant to R=&W n 2612003 shall remain in effect until its natural expiration dare. F. 208K= DW certificate 9f Rashwafm (1) First year $100 (2) Annual Reams! S SO G. $ (per litter) $ 50 Litter registration is requited before birth. The owner of a pregnant animal shall be assessed a litter fee of $50 for each litter. if the litter is not registered, there will be $100 fine for &* o0buse; SM file for second ofi'eme, SSW fine on third offense. At the first olliane, the fine of $100 will be waived if ownedatretalmr agteea to alter the litter and breeding motber. PASSW AND ADOPTED by the Bard of County Commissioners of Monroe County, at a BOARD OF CO COMtd=ONERS (� OF MONROE , FLORIDA A:Ite r DANNY L. KOLHAGE, Clerk By By: . �- MiyodChairnmuf Dapdty Clerk mONPM COUNTY AT N 'Y wws a... ]61 soon 2 ON Dam APP p AS (Gbmpeiw I*0rd Mead 006.1006 AYerrs Vend= App 6 2106) meeting ofth Board held on the 21a day of Juno ,2006. 3 p 'w z � Mayor McCoy Tea $� � Q rr Maya Spolar Tea Commissioner Neugent Tea C41�m15pOner Patton Zea z r�r +� r*t lglOner Rice Tee �>� � O • �. r r ca RI 0 RI EXHIBIT "G1" FORMS REQUIRED TO BE USED BY CONTRACTOR ADOPTION AGREEMENT (ORGANIZATION'S NAME ) Monroe County, Florida This Agreement is entered into between (name of Adopter) the "Adopter," and name of organization) the "Agency" this (days day of Lmonthl, 20_. In consideration of the mutual promises contained herein, the above stated parties hereby agree as follows: 1. Agency shall release to Adopter the animal described in Receipt No. 2. Agency has provided basic care to the animal, and has found it to be in apparent good health, but makes no guarantees as to any undetected medical disorders or defects in its disposition. Any medical treatment or procedures rendered to the animal preparatory to the adoption shall be listed on a receipt provided to Adopter. Adopter may return the animal within 10 days of adoption without further charge only if the animal is certified by a licensed veterinarian to suffer from a congenital disorder. Any return after that time or for other than a congenital disorder will be subject to the Agency's Intake Fee. In recognition that Agency is a not - for - profit organization LO providing shelter care for the County shelter, none of the adoption or other related preparatory fees CD LO are refundable. 3. In consideration of the privilege of adoption, Adopter hereby waives any and all claims for r damages against Agency and Monroe County, their officers, employees, agents and representatives which may result from this adoption, including, but not limited to, any veterinary LO costs or expenses incurred for the animal, damages or injury to property or person. 4. Animal has been neutered or spayed. Adopter agrees that spaying/neutering is a condition of the adoption and this contract provision may be enforced in Court. In the event that the animal is discovered to have not been neutered or spayed for any reason prior to release to Adopter, Agency shall, by written notice delivered in person or by registered mail, return receipt, require Adopter, within ninety (90) days of said notice, to provide to Agency a licensed Veterinarian's certified statement that the animal has been neutered/spayed or shall return the animal to the Agency for such procedure. Should Agency action become necessary to enforce this provision, Adopter agrees to pay all costs, including court costs and attorney's fees of the Agency. Should a Court adjudicate this issue, the parties agree that in addition to payment by Adopter of all costs, the Agency shall be entitled to injunctive relief requiring the spay /neuter surgical procedure. 5. Adopter agrees to provide humane care for the animal in accordance with all laws and ordinances in force in Monroe County. Adopter will not sell, trade, give away, or otherwise dispose of said animal without first giving Agency the right to take possession and ownership of the animal, subject only to the Agency's Intake fee as set by Monroe County Resolution. SO AGREED the date first written above. (Signature of Adopter) (Signature of Agency Representative) EXIT "G2" FORMS REQUIRED TO BE USED BY CONTRACTOR AFFIDAVIT OF INABILITY TO PAY ANIMAL CONTROL CHARGES I, , (name) who being first duly sworn, in support of my request to have certain Monroe County Animal Control charges waived, do certify that: I am the owner of who are, respectively, and (specify species) who have/has been picked up, housed or cared for by Monroe County Animal Control. 2. For the period of to , $ (date of 1' charge) (date of last charge) has been incurred as a result of the animal control services stated in paragraph number one. 3. That I am unable to pay (check one) 1) the charges (or) 2) any more than $ without substantial hardship to myself or my family due to the following circumstances: (check all that apply) (A) My household gross monthly income from all sources is less than: (1) $1,200 if only one person in household, or (2) $1,500 if more than one person in household. (B) I do not have cash (including checking and savings account) in excess of $500.00. (C) I owe debts due to illness or misfortunes of my family. If this item is checked, briefly describe in the space provided below: (D) I do not own real or personal property which are not used by me for shelter and the necessities of life. If this item is checked, briefly list and describe all real property and automobiles owned by affiant: 4. If any statement herein is determined to be untrue, I agree to pay such charges as have been waived as a result of this affidavit. (signature) SWORN TO AND SUBSCRIBED before me this _day of ' 201____ by , who is personally known to me or who produced ,as identification. Concur Concur Notary Public - State of Florida at large Animal Control Director (name(s) of animal(s) R1 County Administrator EXHEBIT 66 FORMS REQUIRED TO BE USED BY CONTRACTOR R=XXTION NO. m • IIA A Rfffi0LVTKW Of TIM MAW OF CO•KW C0Dv4wAw0Nm OF It oplog COUNTY, FLORIDA APP20VI14G THE AIMMAL COMIAL WATIM 10 Bit URD PVWAW, TO SECTION 446 or Tom mOm"X CAXWW COOL ViEZU" pumo j M •u nt y Code (MCC) Section 4-46, qm observing a viola m of Chapter 4of tho MM aft Iftilmal COMM M*eMW Of WADW WOW OEM. Of any oc law enfamsm , %W3XAS, tk- &msW cowft) c"on wed OW1 be in o"Wigy the UM from U approved by Boot tew*jdm and WIRWAS, tbc mod wevel ciesum Auuld be Approved by tW Buvd or CamaY C 4fflma p" M r the p o f @ Wmg edomment of the Monm County Annul Contra OrdrAw, and WHIREAS, Section 4-46, MCC sea forth do required WAV1011600. that SbW be con(Weed in the citalkw, NOW nIZIMME, 29 IT RUOL%,%D IW ME BOARD OF COUNTY MMMEMORM (W MONM CWMW. ILMM& THAT: 1. Tim - earl efnewly commusimets of moss" comsy on 4 castral - sftdW '- 1' =4 peed ft See 4-46 ot do Meow Conal Code, requirs do al mbW osawd cedcwton we deem in - t --- - "ok Me not hm a app is i ed bembL MVWD AND ADOV= by tk Bawd of County Commosiam of Momm County, F)orW on 0* 1 5th day of Sqxwiw. 2010. WYIX S*im bblPhy m"m Pro Teo Hemaw cernab" C=mbsiowXlmWjj iVon (AMMOPUMOMPNUFM COMM46OW M660 1> GWAW (SEAL) Ants- DAKRY L. XOlAAGF. CLERK r\ By: DepAy Ckwk Teo Yen LV Ydim rg BOARD OF COUNTY C01" OF MEPME CXXT.%nY, Flom A sy: ___� MoONAOE GOMITY 4TT0•:Nr.-'.' APP IDVI:'j A T FOR161: irt"STAN 1112z' - TO 1; PC Y Rl EXHIBIT "G3" FORMS REQUIRED TO BE USED BY CONTRACTOR 110OLETIM NO. 290 .21110 A RMIAnW Of TW MAIM OF COLT W COW N63MMM of MOWROZ COUM, wWll&TDA, APPRoviNG Tim AN04AL CoplIKOL CffAIM TO BIt UM PURWAYr TO SWnON 4.46 OF T" MONKM C1)VRW COOL WIG=" pAgAn I M C AN * Cab {MCC) Section 446. qm observing a %jQWWu of C%Ww 4 ofthp MM. an W*W tosid WpOMWf or mi" 00111tr0l Offim. Of any other law "*new" nfflow. may ILwe a cfttkmk awl %IHKRL4A the sli" 400u) cbciO" WW SW be ill A 6 6 1 tAkisIlY Lbe &am WM 1 $ approved by Board mwAd* std WHEREAS the animal control citom Awk be wpvwA by ft'kwd of Irwav C 4dVs W j i 00M tar the purpose of "wing emfomement of the Mmm Canty Animal CW"01 C)"Insaw; ow WHEREAS, Section 446, We wo font ft regund udmmion dot sW be cowsimd in the ciiatkvn NOW THMIGM, BE ff MOLIVICD 1W THE BOARD OF CUUM COMMEROKWOF MOM= COUM, FLOWA, THAI: 1. The sewd *r c""y cwsksiaam of M*"" copsty of 0 w on w cm d c k s d = s a w bw I v- - n 234 pwWwd to See " of ate 111M cw* code, roqvkm that #a ubw co■"d cestramn on cilsom Is sllb sra l stlak the Mae hm as h A I! lWV= AND ADOPM by the Board of County Comm6skwm of Mon toe County, Florida. *a 0* 1 Sth day or September. 2010. Wym Sylvia Murphy 107w PM Tell Hefilbef C41"AhM commissiolff Kim W**oa Com►4i~ Mario Di Gemwo (SM) Meat: DANNY L. ROT AAGP. CLERK C. —LaLzrv- Der"y Ckwk Ifeu yen ydev C —:-; , tv -wJ r-3 A) Tom A HOARD OF COUNTY CO OFAWNROEMINTY.FRT .46yodclairpason NIONROE r;c.%ulrry T FORM: Fy. = CHMTINE 10. t R1 Board of County Commissioners, Monroe County, Florida Animal Control Division In the County Court, In and for Monroe County, Florida Citation No. Citation Date: AM/P.M In the rune of Mooroc County, Florida: the undersigned certifies that he/she Fad just and reawosble grounds to believe, and does believe that Fitt Name Middle Last Name (Name of the Owner/Alleged Violator) Street Address City Stab zip On the day of , 20 at A.M. / P.M. at (Location) Monroe Cotnly, Florida, did emit the following offeose(s), contrary to laws. Facts coostinxing probable catadelmumts of offmse: Aden! Daer*d— (N•vsNaW Name: Btead Toler: Sex: Age: — ❑ ANIMAL AT LARGE, SEC. 4.67(x) ❑ DOG BITE, SEC. 4.750 ❑ NO CURRENT RABIES VACCINATION, SEC. 4.64 ❑ NO VALID COUNTY LICENSE SEC. 4.65 ❑ FAILURE TO PROVIDE ADEQUATE SHELTER, SEC. 4-8 10) DANIMAL(S)CONFINED IN VENHICI.E, SEC. 4.81(s) ❑ FAILURE TO NEUTER DOGS, CATS, RABBITS, SEC. 4.69(s) ❑ OTHER VIOLATION SEC. 4. Where tdebte io Canty Cant; Losver Keys Division - Monroe Canty Cotalh. Annex. 302171aning SUeet, Xey West, FL. 33040; or Middle Keys Division- Marathon Brawl Courthouse, 3117 Overseas Highway., Marathon, FL 33050; or Upper Keys Division- Upper Keys Government Center. 88820 Overseas Highway, Plantation Key. Florida 33070 On: (Month) (Day). 20 u AMJPAI. Judge: Courtroan:_ ❑ IT IS MANDATORY THAT YOU APPEAR IN MONROE COUNTY COURT AT THE TIME AND PLACE RECORDED ABOVE ❑ YOU NEED NOT APPER IN COURT ON THE DATE ABOVE, BUT MUST COMPLY W17W1' THE INSTRUCTIONS ON YOUR COPY OF THIS DOCUMENT ISSUING OFFICER: DATE: SIGNATURE PRINT NAME AND TITLE: 1 HEREBY AGREE TO APPEAR AT THE TIME AND PLACE DESIGNATED ABOVE TO ANSWER TO THE OFFENSE(S) CHARGED OR, IF THE OFFENSE(S) CHARGED DOES NOT REQUIRE A MANDATORY COURT APPEARANCE AND I DESIRE NOT TO CONTEST THE CHARGE, TO PAY A CIVIL PENALTY W THE AMOUNT OF S IN THE MANNER SET FORTH IN THE INSTRUCTIONS ON THE BACK SIDE OF THIS CITATION. I UNDERSTAND THAT, IF I DO NOT APPEAR IN COURT TO CONTEST THE CITATION OR PAY THE CIVIL PENLTY WITHIN TEN (101 DAYS OF DATE OF THIS CITATION (EXCLUDING SATURDAY, SUNDAYS AND HOLIDAYSI, I SHALL HAVE BEEN DEEMED TO WAIVE MY RIGHT TO CONTEST THE CITATION AND IN SUCH CASE JUDGEMENT MAYBE ENTERED AGAINST ME UP TO THE MAXIMUM AMOUNT OF THE CIVIL PENALTY OF S500. IN ADDITION. FAILURE TO COMPLY MAY ALSO RESULT IN AN ORDER TO SHOW CAUSE TO BE ISSUED FOR MY APPEARANCE IN COURT, WHICH MAI' FURTHER RESULT IN BEING HELD IN CONTEMPT OF COU71T. R1 SIGNATURE OF OWNER/ALLEGED VIOLATOR DATE SIGNATURE IS= AN ADMISSION OF GUILT (Note: Front of citation) INSTRUCTIONS If the officer marred an "X" in the box preceding the words "YOU NEED NOT APPEAR IN COURT". You may answer this summons by either of the following methods: F1tE o Contest) you must 9lfITFIIN IO DAYS of the issue of this I . If you desire to plead GUILTY or NOLO CONTEND tlnS nor= with a Cashier 's r's Check or Money Order for the citation, (Saturdays, Sundays and Holidays excluded) MAIL checked below, address prescribed amount for the violation charged, Payable to CLERK OF CIRCUIT • checked below, between the hours 5 of 8:30 A.M. & 5:00 P.M., -, Monday — Y (DO NOT MAIL CASH PERSON dFrida Saturdays, Sundays Holidays excluded) and pay the prescribed amount. Monday Lowe Keys Clak's Offi- (e Midge or Uppe Keys Ck1 S Office as appropriate) 500 Whitdwsd St, Suite 101, Key Wes. Fonda 33040 AMOUNT TO BE PAID: S ou must sigit the PLEA OF GUILTY OR NOIA OOPrII] IOERfi AND WAIVER OF RIGHTS:' below and Mote: Whi your method of paymen. Y return it to the Cledr with your dmek• 2. YOU MAY APPEAR IN COURT by requating a on hearing on this charge. Your rogtrPSt MUST be made i person by appearing yourlf or through an attorney at the address and time specified on the front side of this citation. This copy of se the Notice to Appear must be presented to the mm at such appearance. PLEA OF GUILTY OR NOLO CONTENDERS AND WAIVER OF RIGHTS In consideration of my not appearing in court; L the undersigned, do bereby Cuter my appearance on the affidavit for the offenses) charged on the other side of the citation. And waive the reading of the affidavit in the above named cause and the right to be present NOLO CONTENDERS (No Contest) for the offenses) at the trial of such action. I hereby enter a plea of: GUILTY OR in such Procee ceedings. I understand the nature of the as charged. I waive my right to defend against such ebarge(s) or to appeal y s ignature tc this plea will have the charges) against me. I plead, as indicated above, to the charge(s) being fully aware that my same effect as judgment of this Court. Signature Address Signature of person taking waiver if presented in person Tittle: (Clerk Deputy Clerk) (Note: Back of citation) a , { a �a { a { a EXHIBIT "G4" Inc. DATA FOR MONTH OF: Animals Brought In: Animals Picked Up: Animals Adopted: Animals Redeemed: ANIMAL SHELTER Other Animals how manv what DOGS CATS Animals Transferred *: Animals Escaped: Animals Born at Shelter: Animals DOA: Animals Euthanized** ** number sick, injured, or dangerous Animals on Hand NOTES: Service Calls: Bite Reports: Cruelty Cases: COUNTY FEES COLLECTED Failure to Spay /Neuter: Exemption License: License Pick -Up Boarding: Adoption: Disposal: Euthanas Feline Leuk emia test: Total County Fees Collected: $ - REPORTED BY: Date Reported: *List how many, type of animal and where animal was transferred Donations: Grants: Fundraisers: Other: -J r C.6.b RESOLUTION NO. 14 -089 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF KEY WEST, FLORIDA, APPROVING THE ATTACHED AMENDED AND RESTATED LEASE BETWEEN THE CITY AND MONROE COUNTY FOR THE ANIMAL CONTROL PREMISES; APPROVING THE ATTACHED JOINT PARTICIPATION AGREEMENT; PROVIDING FOR AN EFFECTIVE DATE WHEREAS, in Resolution No. 85 -224, the City Commission approved a 99 -year lease with Monroe County for Animal Control premises on Stock Island; and WHEREAS, the buildings at that location have reached the end of their useful life, and the City Commission finds that it would be beneficial to allow the construction of a new animal control building and shelter at an elevated site; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF KEY WEST, FLORIDA AS FOLLOWS: Section 1: That the attached Amended and Restated Lease Agreement between the City and Monroe County is hereby approved. Section 2: That the attached Joint Participation Agreement between the City and Monroe County is hereby approved. Section 3: That this Resolution shall go into effect immediately upon its passage and adoption and authentication by the signature of the Presiding Officer and the Clerk of the Commission Page 1 of 2 C.6.b; Passed and adopted by the City Commission at a meeting held this 18th day of March , 2014. Authenticated by the Presiding Officer and Clerk of the Commission on 20, h day of March 2014. a Filed with the Clerk on March 20 2014. a Mayor Craig Cates Yes Vice Mayor Mark Rossi Yes Commissioner Teri Johnston Yes Commissioner Clayton Lopez Yes Commissioner Billy Wardlow Yes Commissioner Jimmy Weekley Yes Commissioner Tony Yaniz Yes CD ii CRAIG CAnS, MAYOR CHERYL SMITH, QITY CLERK Page 2 of 2 C.6.b EXECUTIVE SUMMARY TO: City Commission CC: Bogdan Vitas FR: David Fernandez Marilyn Wilharger, RPA, CCIM DT: March 11, 2014 RE: Amended and Restated Lease Agreement and Joint Participation Agreement with Monroe County for the Animal Control Premises ACTION STATEMENT: This is a request to approve an amended and restated lease agreement, and joint participation agreement with Monroe County providing for the re- location to another parcel of land owned by the City and utilized by the County for animal control services, and construction of a new building thereon. BACKGROUND: LEASE AGREEMENT The City previously entered into a 99 year lease agreement with the County in December of 1985 for the use of a parcel of city owned land for the purposes of providing animal control services. The original premises have reached the end of their useful life and the County together with its animal control manager are raising the funds necessary to build new facilities. The City has another vacant parcel of land adjoining the City transportation site on College Road that can accommodate a new animal control building and shelter. The re- location will provide the opportunity for the construction and completion of a new facility without an interruption of services, at an elevated site, with the ability to exercise the animals on the adjoining property that will be mutually beneficial. Therefore, the lease must be amended to provide for the re- location, and the original terms that remain unchanged are restated in an updated form of agreement. A summary of the basic terms are as follows: PREMISES: The parcel will be re- located to a site on College Road as shown on exhibit "B" of the lease containing approximately 1.02 acres. TERM: The term remains unchanged and began retroactively on the 12' day of November 1985 and will expire in the 11 m day of November 2084. USE: The County shall be entitled to use the premises for the construction and continuous operation of the animal control program, animal shelter and related and associated uses. The R1 County may enter into an agreement with a third party for the operation of the animal control facility and shelter. RENT: The rent for the re- located premises will be $10.00 per year pursuant to the original lease agreement. EXPENSES: The Tenant will pay for operating costs including all utilities, repairs and maintenance, replacements and to re- construct the property as necessary to keep the premises in good repair and condition. INSURANCE AND INDEMNIFICATION: The most current language and requirements have been added to the lease with language that will provide for periodic updating as may be necessary throughout the term of the lase. IMPROVEMENTS: The County, under separate agreement with its animal control contractor will develop and construct an animal control facility and shelter on the re- located premises at their sole cost and expense. The timeline and specific requirements for the development and construction of the improvements are detailed in Section 9 of the lease. The County will be solely responsible for the demolition, removal and remediation of the existing improvements on the original parcel. FINANCIAL: The County accepts the original and the re- located premises in an as is condition and all improvements will be at the sole cost and expense of the County. LO Further, before a building permit will be issued as set forth above, the County shall provide a performance guarantee. The County shall warrant that it has the financial capability of completing the project/ Facility as planned without the need to request further funding. JOINT PARTICIPATION AGREEMENT The City and the County entered into a joint participation agreement on May 16, 1978 wherein the County agreed to maintain an animal control program and to enforce animal control ordinances in exchange for the lease of City owned land. The proposed agreement has been updated to be consistent with the terms and conditions of the amended and restated lease agreement as outlined above. Further, the City will agree to cooperate with the County in making such changes to its ordinances that are reasonable and necessary as may be requested by the County to assure reasonable control by the County within the City. CONCLUSION• • Staff recognizes the need and importance of the construction of new facilities and supports the re- location of the facilities pursuant to the terms and conditions proposed in the amended and restated lease agreement and joint participation agreement. C.6.b JOINT PARTCIPATION AGREEMENT THIS AGREEMENT is entered into this i L 14111 lay ofggg,42014, between Monroe County, a political subdivision of the State of Florida (hereinafter, the COUNTY) and the CITY of Key West, a municipal corporation organized and existing under the laws of the State of Florida (hereinafter, the CITY). WITNESSETH: WHEREAS, the CITY and the COUNTY entered into a 99 -year lease agreement on December 2&, 1985, whereby the CITY leased property to the COUNTY for use as an animal control facility and the COUNTY agreed to provide animal control enforcement and services in the CITY; and WHEREAS, the parties also entered into a Joint Participation Agreement on May 16, 1978, which outlined the arrangement of the parties at that time; and WHEREAS, the Florida Keys Society for the Prevention of Cruelty to Animals, Inc. (also LO referred to as "Florida Keys SPCA" or "FKSPCA ") has been the animal control contractor for CD LO the COUNTY and has provided animal care and enforcement for Key West and the Lower Key since 1999; and WHEREAS, due to the poor condition of the animal control facility, the Florida Keys SPCA has been raising funds to assist the County in building a new animal shelter and has requested that the parties support this effort by providing an appropriate site location; and WHEREAS, the CITY has agreed to amend the 99 -year lease agreement with the COUNTY to include a site location for a new animal control facility to be built by the County, with the assistance of its animal control contractor, the FKSPCA and used for animal control services and enforcement for Key West and the Lower Keys; and WHEREAS, the parties in conjunction with the amended 99 -year lease wish to enter into a new joint participation agreement to further outline the current obligations of the parties; NOW THEREFORE, in consideration of the mutual promises and conditions contained herein, the parties agree as follows: General Terms and Conditions 1. The CITY currently leases to the COUNTY, the tract of land, together with improvements thereon, which is described on Exhibit A attached hereto and pursuant to the terms as outlined in the 99 -year lease agreement. 2. The CITY proposes to lease to the COUNTY, the tract of land, which is described on Exhibit B attached hereto and pursuant to the terms as outlined in the proposed Amended and Restated 99 -year Lease Agreement. Due to the poor condition of the animal control C.6.b facilities, it is the intent of the parties that the tract of land described on Schedule A will continue to be used as an animal control facility until a new animal control facility is built by the COUNTY, on the tract of land described on Schedule B. In the event that the County does not operate an animal control facility or animal shelter and its related and associated uses, on the property described on Schedule A or Schedule B , then this agreement shall be null and void and possession of the premises shall revert to the CITY. The COUNTY will have 90 days from the date of the Certificate of Occupancy issuance for the premises located on Schedule B to vacate the premises located on Schedule A. 3. The CITY will cooperate with the COUNTY in making such changes in its ordinance as are reasonable and necessary as requested by the COUNTY to assure reasonable control of all animals within the CITY by the COUNTY. 4. The COUNTY agrees to maintain an animal control program and to enforce animal control ordinances within the City of Key West, Florida, in exchange for lease of land as set forth in the proposed Amended and Restated 99 -year Lease agreement. S. The parties agree to cooperate and encourage the aid and assistance of the Florida Keys SPCA and its successor in carrying out the objectives and obligations of this contract. 6. The failure of either party hereto to comply with any of its material obligations to the other party as provided for herein shall constitute a default under this Agreement. Upon any such default, the non - defaulting party shall provide to the defaulting party a written Notice of such default, which Notice (a "Default Notice ") shall state in reasonable detail LO the actions the defaulting party must take to cure the same. The defaulting party shall cure any such default, within 30 days following the date of the Default Notice. This provision does not waive or negate the provisions of paragraph 21 and 22. 7. Notwithstanding the provisions contained in paragraph 6, if any such default by the defaulting party remains uncured at the conclusion of any specified 30 day cure period, and if the nature of the defaulting party's obligations are such that more than 30 days is required to effect cure, then the defaulting party shall not be in default hereunder and the non - defaulting party shall not have the right to exercise its termination rights granted herein as a result of any such default, if the defaulting party commences cure within the applicable cure period and thereafter diligently pursues cure to completion of performance. 8. In the event the defaulting party fails to affect any required cure as provided for herein, the defaulting party shall be deemed to be in uncured default hereunder, and the non- defaulting party shall have the right, but shall not be obligated, upon written Notice to the defaulting party, to terminate this Agreement. 9. To the extent permitted by law and subject to the provisions and monetary limitations of Section 768.28, Florida Statutes, the COUNTY does hereby agrees to defend, indemnify and hold the CITY, its officers, agents, or employees, harmless from and against any and all liability, damages, costs or expenses (including reasonable attorneys' fees, costs, and 2 expenses at both the trial and appellate levels) arising from the acts or omissions of the COUNTY or any third party vendor contracted by the COUNTY in connection with this Agreement. 10. Notices. All notices, requests, demands, elections, consents, approvals and other communications hereunder must be in writing and addressed as follows, or to any other address which either party may designate to the other party by mail: If to County County Administrator Monroe County Historic Gato Building 1100 Simonton Street Key West, Florida 33040 With a copy to: Monroe County Attorney's Office P.O. Box 1026 Key West, Florida 33041 -1026 If to CITY City Manager P.O. Box 1409 Key West, Florida 33041 With a copy to City Attorney P.O. Box 1409 Key West, Florida 33041 Any Notice required by this Agreement to be given or made within a specified period of time, or on or before a date certain, shall be deemed to have been duly given if sent by certified mail, return receipt requested, postage and fees prepaid, hand delivered, or sent by overnight delivery service. 11. Attorneys Fees and Waiver of Jury Trial. In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to recover its attorneys' fees and costs, including the fees and expenses of any paralegals, law clerks and legal assistants, and including fees and expenses charged for representation at both the trial and appellate levels. In the event of any litigation arising out of this Agreement, each party hereby knowingly, irrevocably, voluntarily and intentionally waives its right to trial by jury. 12. Governing Law. RI 3 C.6.b____! This Agreement shall be construed in accordance with and governed by the laws of the State of Florida. Exclusive venue for any litigation arising out of this Agreement shall be in Monroe County, Florida, Lower Keys Division of the Circuit Court or the Southern District of Florida. This Agreement is not subject to arbitration. 13. Entire Agreement /Modification/Amendment. Subject to the Amended 99 -year lease, this writing contains the entire Agreement of the parties and supersedes any prior oral or written representations. No representations were made or relied upon by either party, other than those that are expressly set forth herein. No agent, employee, or other representative of either party is empowered to modify or amend the terms of this Agreement, unless executed with the same formality as this document. 14. Nonassignability. This Agreement shall not be assignable by either party unless such assignment is first approved by both parties. 15. Severability. If any term or provision of this Agreement shall to any extent be held invalid or LO CD LO unenforceable, the remainder of this Agreement shall not be affected thereby, and each remaining term and provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by law. 16. Independent Contractor The COUNTY and its employees, volunteers, agents, vendors and subcontractors shall be and remain independent contractor and not agents or employees of the CITY with respect to all of the acts and services performed by and under the terns of this Agreement. 17. 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 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 the Agreement 18. Waiver. The failure of either party to this Agreement to object to or to take affirmative action with respect to any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach, or of any future violation, breach or wrongful conduct. 19. Survival of Provisions. 4 Any terms or conditions of either this Agreement that require acts beyond the date of the term of the Agreement, shall survive termination of the Agreement, shall remain in full force and effect unless and until the terms or conditions are completed and shall be fully enforceable by either party. 20. Binding effect The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CITY and their respective legal representatives, successors, and assigns. 21. Adjudication of Disputes or Disagreements COUNTY and CITY agree that all disputes and disagreements 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 a public meeting of the Board of County Commissioners and CITY. 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. 22. Cooperation In the event any administrative or legal proceeding is instituted against either party LO relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CITY 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 CITY specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. t 23. Non - waiver of immunity Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CITY and the COUNTY 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. 24. Privileges and Immunities All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of 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 5 and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 25. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have set their hands and seal the day and year first written above. BOARD OF COUNTY COMIVIISSIONERS MONROE COUNTY, FLORIDA R1 ZY Crai Cate ayo MONROE COUNTY ATTORNEY APPROVED AS TO FORM: CHRISTINE M. LIMBERT- BARROWS ASSISTANT COUNTY ATTORNEY Date Thu R THE CITY OF KEY WEST, FLORIDA Exhibit "A" Original Premises RI EXHIBIT A From the intersection of the centerline of the south land of U.S. Highway No. 1 and the easterly abutment of the Cow Key Channel Bridge go North 71 Degrees 19 Minutes East a distance of 300 feet to a point of intersection with the approximate centerline of County Club Road; thence along said approximate o L centerline North 19 degrees 51 Minutes West a distance of 330 feet to Point #1.; thence North 39 Degrees 18 Minutes West a distance of 300 feet to Point #2; thence North 30 Degrees 29 Minutes West a distance of 265 feet to Point #3; thence North 03 L Degrees 13 Minutes West a distance of 152 feet of Point #4; thence North 20 Degrees 08 Minutes East a distance of 600 feet to Point #5; thence South 69 Degrees 52 Minutes East, 28.8 feet to the Point of Beginning of the parcel of land herein described; thence continue South 69 Degrees 52 Minutes East, along a cyclone fence, 145.7 feet to a point; thence South 30 Degrees 08 Minutes West, along a cyclone fence, 19.1 feet to a LO CD LO point; thence North 83 Degrees 08 Minutes West, along a cyclone fence, 36.7 feet, to a point; thence South 20 Degrees 08 Minutes r West, along a cyclone fence, 120.1 feet to a point; thence Korth LO 69 Degrees 52 Minutes West, along a cyclone fence, 119.4 feet to a point; thence Northeasterly, along a cyclone fence, 149.2 feet back to the Point of Beginning, that excepting from any land described herein, the building or trailer currently occupied by Billie Cheek, which property shall not be included in this lease agreement. C.6.b Exhibit B Relocated Premises RI C.6.b LEGAL DESCRIPTION PARCEL F A parcel of land on and adjacent to Stock Island, Monroe County, Florida: said 2 parcel being a part of the lands described in TIIF Deed No. 19699 (Deed Book G -52 at Page 32 of the Public Records of the said County, TIIF Deed No. 23257 (Official Record Book 269 at Page 51'6 of the said Public Records) and TIIF Deed No. 24067 (Official Record Book 355 at Page 32 of the said Public Records; the ' said parcel of land lying entirely within the composite of the said TIIF Deeds referred L to above: the said parcel lying within Sections 26 and 27. Township 67 South, Range 25 East; and the said parcel of land being described by metes and bounds as follows: COMMENCE at the intersection of the easterly right- of-way line of Junior College Road with the northerly right -of -way line of U.S. Highway # I (State Road #5); thence N 18 "4 I' l 8" W for 36.16 feet to a point of curvature of a curve concave to the Southwest; thence northwesterly on the arc of said curve having a LO radius of 265.00 feet and a central angle of 35 °06'00" for 162.34 feet to a point CD LO of tangency; thence N53 °47' 18" W for 272.56 feet to the point of curvature of a curve concave to the Northeast; thence northwesterly on the arc of said curve having a radius of 361.02 feet and a central angle of 14° 25'4(7 for 90.91 feet to a point of tangency; thence N39 °21'38" W for 273.51 feet to the point of LO curvature of a curve concave to the Northeast; thence northwesterly on and northeasterly on the arc of said curve having a radius of 446.85 feet and a central angle of 62 °35'30" for 488.15 feet to a point of tangency; thence N23° 13'52" E for 1 122.43 feet; thence N45 °30'07" E for 276.04 feet to a point of curvature of a curve concave to the Northwest; thence northeasterly on the arc of said curve having a radius of 3686.55 feet and a central angle of 3 °4331 " for a distance of CL 239.69 feet; thence N4 I ° 46'36" E for a distance of 435.66 feet; thence N48° 13'24" W for a distance of 15.00 feet; thence N4 I °46'36" E for a distance of 253.63 feet to the POINT OF BEGINNING; thence N48 °13'24" W for a distance of 206.71 feet; thence N36 °55'00" E for a distance of 251.34 feet; thence 527 °37'00" E for a distance of 243.58 feet; thence 541 °4636" W for a distance ci of 1 64.71 feet back to the POINT OF BEGINNING. Described tract contains 1.02 acres MORE OR LESS. Amended and Restated Lease Agreement between The City of Key West, Florida as Landlord and Monroe County, as Tenant Dated I q I a y RI Page 1 of 22 C.6.b This Amended and Restated Lease Agreement is made and entered into in Key West, Monroe County, Florida, this I qa day of ft"2014, by and between THE CITY OF KEY WEST, FLORIDA, a municipal corporation organized and existing under the laws of the State of Florida, whose mailing address is P.O. Box 1409, Key West, Florida, 33041, (hereinafter "LANDLORD "), and Monroe County, a political subdivision of the State of Florida, whose mailing address is 1100 Simonton Street, Key West, Florida 33040, (hereinafter "TENANT"). Whereas, on December 20, 1985, the LANDLORD and TENANT entered into a 99 year lease agreement for a parcel of land more particularly described on Exhibit "A", which is attached hereto and incorporated by reference, to be utilized for animal control purposes (hereinafter "Original Premises "); and Whereas, the TENANT agrees to maintain an animal control program and enforce the animal control ordinances of the City of Key West in accordance with the Joint Participation Agreement entered into by the parties simultaneously with this Amended and Restated Lease Agreement; and Whereas the LANDLORD and the TENANT now desire to relocate the demised premises referred to in the 99 year lease agreement to the parcel of land more particularly described on Exhibit `B ", which is attached hereto and incorporated by reference (hereinafter the "Relocated Premises "); and Whereas, the TENANT, through its animal control contractor, the Florida Keys Society of Prevention of Cruelty to Animal, Inc., shall construct a new animal control facility and animal shelter on the Relocated Premises (hereinafter the "Facility "). Therefore, in consideration of the covenants and promises contained herein, the parties agree as follows: Page 2 of 22 1. DEMISE The LANDLORD does hereby lease to the TENANT, and the TENANT does hereby lease from the LANDLORD, the Relocated Premises, a parcel of land zoned for light industrial use containing 1.02acres located on College Road, Key West, Florida (hereinafter referred to as "Relocated Premises "), which is more particularly described on Exhibit B, which is attached hereto and incorporated by reference. The LANDLORD shall have unrestricted access and utilization of the fire road located within the Relocated Premises. 2. TERM The term of this Amended and Restated Lease Agreement shall be for a period of ninety nine (99) years commencing retroactively to the I P day of November, 1985, and ending at midnight on the 11 day of November, 2084. 3. RENT The TENANT agrees to pay to the LANDLORD an annual rent LO LO for the Relocated Premises of Ten Dollars ($10.00) per year, which rental amount shall r be paid on an annual basis each year of the term of this Amended and Restated Lease LO Agreement and shall be due on the 12 day of November. 4. USE OF THE PREMISES The TENANT shall be entitled to use the Original Premises and the Relocated Premises for the continuous operation of TENANT'S animal control facility, animal shelter and related and associated uses and for no other purpose. TENANT may enter into an agreement with a third party for the operation of the animal control facility and animal shelter and related and associated uses. In the event the TENANT does not operate the Original Premises or the Relocated Premises as an animal control facility, or in the event the TENANT breaches any of the terms or conditions contained in the Joint Participation Agreement entered into by the parties simultaneously with this Amended and Restated Lease Agreement, this Amended and Restated Lease Agreement shall be cancelled, be of no further force or effect, and possession of the Original Premises and Relocated Premises shall revert to the LANDLORD. In addition, TENANT further agrees: Page 3 of 22 A. Any banners, pennants, search lights, signs, balloons, or similar temporary media on the Original Premises or Relocated Premises must be in accordance with Key West City Code; B. Not to commit waste in the Original Premises or Relocated Premises and to keep the Original Premises and Relocated Premises in a safe, neat, clean and orderly condition and to maintain the Original Premises and Relocated Premises in good condition; C. Not to use the Original Premises or Relocated Premises or permit the same to be used for any residential purpose or permit the same to be used in any manner that violates any law, ordinance, rules, or regulation of the LANDLORD, or other governmental agencies, as existing or promulgated during the term hereof, or in a manner that would constitute a hazardous use of the Original Premises or Relocated Premises or violate any insurance policy of the TENANT or the LANDLORD; D. To take no action that would: (i) violate the LANDLORD's contracts or (ii) cause any work stoppage or cause any manner of interference with LANDLORD; E. To abide by and observe all rules and regulations established from time to time by the LANDLORD and the LANDLORD's insurance carrier; F. To obtain and maintain all licenses, permits, and other approvals necessary to conduct the TENANT's business during the Lease term. 5. COVENANT OF QUIET POSSESSION So long as the TENANT pays all of the rent and charges due herein, TENANT shall peaceably and quietly have, hold, and enjoy the Original Premises and Relocated Premises throughout the term of this Amended and Restated Lease Agreement without interference or hindrance by the LANDLORD or LANDLORD's agents. 6. INSURANCE: INDEMNIFICATION. Insurance: At TENANT'S sole cost and expense, TENANT will secure, pay for, and file with the LANDLORD, during the entire Term hereof, an occurrence form commercial general liability policy, covering the Original Premises and Relocated Premises and the operations of TENANT and any person conducting business in, on or about the Original Page 4 of 22 Premises and Relocated Premises in at least the minimum amounts with specification amounts, as may be determined from time to time by LANDLORD, to prevail if greater than minimum amount indicated. Notwithstanding any other provision of this Lease, TENANT shall provide the minimum limits of liability coverage as follows: Commercial General Liability $2,000,000 Aggregate $2,000,000 Products Aggregate $1,000,000 Any One Occurrence $1,000,000 Personal Injury $300,000 Fire Damage/Legal TENANT shall also procure the following insurance coverage: (i) "All risk" property insurance, including theft coverage, written at replacement cost value LO CD LO and a replacement cost endorsement insuring TENANT'S improvements and betterments, fixtures, furnishings, equipment and any other property belonging to TENANT. (ii) Workers compensation coverage as required by the provisions of Florida statute. Any management agreement used by TENANT must provide that the LANDLORD does not have any liability whatsoever for any damage which may occur on the Original Premises or Relocated Premises. The TENANT must provide the LANDLORD with a copy of any management agreement used by TENANT regarding the Relocated Premises. LANDLORD shall not be responsible for damage to any property belonging to TENANT or Tenant's manager. TENANT completely indemnifies the LANDLORD with regard to any claims made by any manager for any reason. From time to time during this Lease, at LANDLORD's request, TENANT shall (i) procure, pay for and keep in full force and effect such other insurance as LANDLORD shall require and (ii) increase the limits of such insurance as LANDLORD may reasonably require. Any general liability or other policy insuring the LANDLORD does not provide any contributing or excess coverage for TENANT. The policies TENANT procures for TENANT'S exposure are the only coverage available to TENANT. Page 5 of 22 C.6.b While the Facility, or any replacement thereof, is in the course of construction, and whenever appropriate while any alterations or renovations are in the course of being made, the aforesaid fire and extended coverage insurance shall be carried by Tenant in builder's risk form written on a completed value basis. TENANT shall furnish an original Certificate of Insurance indicating, and such policy providing coverage, to LANDLORD named as "Additional Insured" on a PRIMARY and NON CONTRIBUTORY basis utilizing an ISO standard endorsement at least as broad as CG 2010 (11/85) or its equivalent, INCLUDING A "Waiver of Subrogation" clause in favor of LANDLORD on all policies. TENANT will maintain the General Liability coverage summarized above with coverage continuing in full force including the "additional insured" endorsement until at least 3 years beyond the termination of this Lease. TENANT'S insurance policies shall be endorsed to give 30 days' written notice to LANDLORD in the event of cancellation or material change, using form CG 02 24, or its equivalent. All policies of insurance required to be carried by TENANT pursuant to this Lease shall be written by responsible insurance companies authorized to do business in Florida with an AM Best rating of A -VI or better. Any such insurance required to be carried by TENANT hereunder may be furnished by TENANT under any blanket policy carried by it or under a separate policy therefore. Certificates shall be delivered to LANDLORD prior to the commencement of the Term of this Amended and Restated Lease Agreement and, upon renewals, but not less than sixty (60) days prior to the expiration of such coverage. In the event TENANT shall fail to procure such insurance, LANDLORD may, at its option, procure the same for the account of TENANT, and the cost thereof shall be paid to LANDLORD as an additional charge upon receipt by TENANT of bills therefore, together with an administrative fee equal to fifteen (15 %) percent to cover the cost of the LANDLORD's efforts to procure such policy. Certificates of Insurance submitted to LANDLORD will not be accepted without copies of the endorsements being requested. This includes additional insured endorsements, Page 6 of 22 C.6 .b cancellation/material change notice endorsements, and waivers of subrogation. Copies of USL&H Act and Jones Act endorsements will also be required if necessary. Indemnification: Subject to 768.28, Florida Statutes, TENANT does hereby agree to indemnify, defend, and save LANDLORD, its respective officers, directors, agents and L employees harmless from and against any and all liability for any injury to or death of any person or persons or damage to property (including adjoining property for environmental damage) in any way arising out of or connected with the conditions, use or occupancy of the 0 Original Premises and Relocated Premises, or in any way arising out of the activities of TENANT, its agents, employees, licensees or invitees on the Original Premises and Relocated Premises and/or the building, including reasonable attorney's fees and court costs . incurred by LANDLORD in connection therewith, such legal expenses to include costs incurred in establishing the indemnification and other rights agreed to in this Paragraph, excepting, however, only liability caused by LANDLORD's gross negligence in its failure to LO CD LO perform any of LANDLORD's covenants, obligations or agreements of this Lease. Nothing herein is intended to waive the sovereign immunity afforded to LANDLORD pursuant to Florida law, including section 768.28, Florida Statutes. The indemnification obligations under this Section shall not be restricted in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for TENANT under Workers' Compensation acts, disability benefits acts, or other employee benefits acts, and shall extend to and include any actions brought by or in the name of any employee of TENANT or of any third party to whom TENANT may subcontract work. This indemnification shall continue beyond the date of termination of the Agreement. 7. ASSIGNMENT AND HYPOTHECATION This Lease is not transferable or assignable, except as provided by Resolution of the Key West City Commission, whose consent may be withheld for any reason or no reason. The TENANT may not sublet the Relocated Premises or any part thereof. Any assignment, even with the LANDLORD's consent, shall not relieve the TENANT from the obligation to keep and be bound by the agreements of this Lease. The acceptance of Rent from any other person shall not be deemed to be a waiver of any of the agreements of this Lease or to be consent to the assignment for benefit of creditors or by operation of law and shall Page 7 of 22 C.6.b not be effective to transfer any rights to any assignee without prior consent of the LANDLORD. 8. DEFAULT CLAUSE A. It is covenanted and agreed by LANDLORD and TENANT that in case at any time default shall be made in the payment of rent, or in case the TENANT shall fail to keep the required insurance, or shall fail to spend insurance money, as herein provided for, or if the TENANT shall fail to perform any of the covenants of this Lease, including, but not limited to, the provisions pertaining to tenant improvements contained in paragraph 9 herein below, then, in any of such events, TENANT shall be subject to eviction pursuant to Chapter 83, Florida Statutes. B. Or, the LANDLORD may have such other remedies as the law and this instrument afford, and the TENANT covenants and agrees that upon the termination CD to of the demised term, at such election of the LANDLORD, or in any other way, the TENANT will surrender and deliver up the Original Premises and Relocated Premises r and property (real and personal) peaceably to the LANDLORD, its agent, or attorneys, immediately upon the termination of the demised term. If the TENANT, its agents, attorneys, or tenants shall hold the Original Premises or Relocated Premises or any part thereof, one (1) day after the same should be surrendered according to the terms of this Lease, it shall be deemed guilty of forcible detainer of the Original Premises or Relocated Premises under the applicable statute and shall be subject to eviction or removal, forcibly or otherwise. C. Where the alleged default consists of some alleged violation of any term of this Lease, other than the payments of money, including rent and insurance premiums, the LANDLORD may not declare this Lease in default until such violation shall have continued for thirty (30) days after the LANDLORD shall have given the TENANT written notice of such violation, and TENANT shall not have undertaken, during this thirty (30) days' notice period, to cure said violation by vigorous and affirmative action, provided, however, that nothing herein contained shall be construed as precluding the LANDLORD from having such remedy as may be and become necessary in order to Page 8 of 22 C preserve the LANDLORD'S right and interest of the LANDLORD in the Original Premises and Relocated Premises and in this Lease, even before the expiration of the grace or notice periods provided for in this paragraph, if, under particular circumstances then existing, the allowance of such grace or the giving of such notice would prejudice or endanger the rights and estate of the LANDLORD in this Lease and in the Original Premises or Relocated Premises. With respect to the payment of the insurance premiums, the same must be paid at least thirty (30) days prior to the time when the policies would lapse for the failure to pay premiums thereon, and evidence of such payment given to the LANDLORD without any written notice being required to be served upon the TENANT in connection therewith. D. All default and grace periods shall be deemed to run concurrently and not consecutively. E. It is mutually covenanted and agreed that the various rights, powers, options, elections, privileges, and remedies of the LANDLORD contained in this Fn Lease shall be construed as cumulative and no one of them shall be construed as being r exclusive of the other or exclusive of any rights or priorities allowed by law. F. It is further covenanted and agreed by and between the parties hereto that the right given to the LANDLORD in this Lease to collect the rent that may be due under the terms of this Lease by any proceeding under same, or the right to collect any additional rent, money, or payments due under the terms of this Lease by any proceedings under same, or the right given the LANDLORD to enforce any of the terms and provisions of this Lease shall not in any way affect the right of such LANDLORD to declare this Lease void and the terms ended hereby, as herein provided, when default is made in the payment of rent or when default is made by the TENANT in any of the terms and provisions of this Lease. G. If at any time, by reason of the failure of the TENANT to keep and perform any covenant or agreement which, under the terms of this Lease, the TENANT is bound and obligated to keep and perform, it becomes necessary for the LANDLORD to employ an attorney to protect the rights and interests of the LANDLORD in the Original Premises or Relocated Premises or to enforce the Lease or proceed under it in any Page 9 of 22 Particular manner, then in any of such events, the TENANT will owe and will pay unto the LANDLORD all costs of Court and reasonable attorney's fees incurred or expended by the LANDLORD in taking such actions, including actions taken in all trial and appellate courts. 9. TENANT IMPROVEMENTS: TENANT agrees to develop and construct an animal control facility and animal shelter (the "Facility ") on the Relocated 0 Premises at TENANT'S sole cost and expense and in accordance with all existing 2 permits, restrictions and any other land use requirements including, but not limited to, the 0 Solid Waste Closure Permit attached hereto as Exhibit "C" and incorporated by 0 reference, and the Ground Water Permit attached hereto as Exhibit "D" and incorporated by reference. Building plans and specifications for the Facility must be approved by the LANDLORD and be in compliance with sustainable standards for government buildings CD as determined by the Florida Green Building Council. TENANT shall pay all fees LO applicable to development of the Facility, including, but not limited to, impact fees and permit fees. TENANT agrees that the site plan will be designed to provide an acceptable sound buffer from the adjoining school. TENANT shall not place structures or other improvements in that portion of Parcel F labelled "asphalt" and "dirt road" or the parcel 0 identified as parcel "A" on the survey attached hereto and more particularly described as Exhibit "E ". TENANT shall submit an application for development plan approval of the Facility within 8 months of the approval of this Amended and Restated Lease Agreement. Thereafter, TENANT shall secure issuance of a Planning Board resolution concerning TENANT'S development plan within ISO days following submission of the application for development plan approval. Thereafter, TENANT shall secure issuance of a City Commission resolution concerning TENANT'S development plan within 60 days following the Planning Board's action on the development plan. Thereafter, TENANT shall submit an application for building permits for construction of the improvements authorized under the development plan within 180 days of the effective date of the development plan approval. ( "Effective date of development plan approval" is the date Page 10 of 22 C.6.b of any appeal or DEO challenge to development plan approval is finally determined, and if no such appeal or challenge is filed, 60 days following the rendition of the Commission resolution granting development plan approval). Thereafter, TENANT shall secure issuance of a building permit for construction of the improvements within 90 days after the building permit application is deemed complete by the chief building official. Thereafter, TENANT shall secure the issuance of a certificate of occupancy within 365 days of the issuance of the building permit. Before a building permit will be issued as set forth above, the TENANT shall provide a performance guarantee. The TENANT shall warrant that it has the financial capability to construct and complete the project/the Facility as planned without the need to request further funding. TENANT shall confirm in writing (in the form of bank statements, a signed letter from the bank stating that funds are in the bank for the specified project, documentation provided by a financial institution of a line of credit assigned to the construction of The Facility, and/or a line item budget for the construction and completion of the Facility approved by the Board of County Commissioners of Monroe County that TENANT has the funds in place at the time of issuance of the building permit such to be in a position to construct and complete the Facility. TENANT shall be permitted to occupy the Original Premises for the period ending 90 days from the completion of the construction of the Facility and receipt of a certificate of occupancy. Thereafter, TENANT shall remove all improvements located on the Original Premises and remediate all environmental contamination on the Original Premises within 180 days of vacating the Original Premises. TENANT shall be solely responsible for all costs and expenses associated with the demolition and removal of the existing improvements including, but not limited to, remediation of any environmental contamination. 10. TENANT'S DUTY TO KEEP PREMISES IN GOOD REPAIR The TENANT covenants and agrees with the LANDLORD that while TENANT occupies the Original Premises during the term of this Amended and Restated Lease Agreement, the TENANT will keep in good state of repair, the Original Premises, the L 0 0 0 LO CD LO r Page 11 of 22 C.6.b HVAC equipment, and the fixtures serving the Original Premises, and all furnishings brought or placed upon the Original Premises by the TENANT; nor will the TENANT suffer or permit any strip, waste, or neglect of any such property to be committed; and the TENANT will repair, replace, and re- construct the property as often as it may be necessary in order to keep the property in good repair and condition, at TENANT'S sole cost and expense. Tenant shall only utilize licensed contractors and shall apply for all a permits, as required, to complete the necessary repairs. The TENANT covenants and 0 agrees with the LANDLORD that while TENANT occupies the Relocated Premises during the term of this Amended and Restated Lease Agreement, the TENANT will keep 0 in good state of repair, the Relocated Premises, the HVAC equipment, and the fixtures 0 serving the Relocated Premises, and all furnishings brought or placed upon the Relocated Premises by the TENANT; nor will the TENANT suffer or permit any strip, waste, or neglect of any such property to be committed; and the TENANT will repair, replace, and ' LO CD re- construct the property as often as it may be necessary in order to keep the property in LO good repair and condition, at TENANT'S sole cost and expense. Tenant shall only utilize licensed contractors and shall apply for all permits, as required, to complete the necessary LO repairs. 11. ADDITIONAL COVENANTS OF THE TENANT A. The TENANT shall pay for all utilities associated with the use of the Original Premises and Relocated Premises including, but not limited to, water, electricity, sewer gas and solid waste. In the event that a separate bill for the Original Premises or Relocated Premises is not available for one or more of the utility services required by the Original Premises or Relocated Premises, then the TENANT shall pay a pro -rated share of that particular utility based on the square footage of the Original Premises or Relocated Premises and/or the parties' estimated usage of that particular utility, calculation of which to be mutually agreed upon. B. The TENANT covenants and agrees with the LANDLORD that no damage or destruction to any building or improvement by fire, windstorm, or any other casualty shall be deemed to entitle the TENANT to surrender possession of the Original Premises or Relocated Premises or to terminate this Lease or to violate any of its Page 12 of 22 C.6.b provisions or to cause any abatement or rebate in the rent then due or thereafter becoming due under the terms hereof, unless otherwise specifically provided for herein. If the Lease is canceled for the TENANT'S default at any time while there remains outstanding any obligation from any insurance company to pay for the damage or any part thereof, then the claim against the insurance company shall, upon the cancellation of the Lease, be deemed immediately to become absolute and unconditional property of the LANDLORD. In the event of destruction of the Premises by casualty or hazard, the LANDLORD will have the option of canceling the Lease. C. The TENANT covenants and agrees with the LANDLORD that nothing in this Lease shall ever be construed as empowering the TENANT to encumber or cause the TENANT to encumber the title or interest of the LANDLORD. D. The TENANT covenants and agrees with the LANDLORD that, at the termination of this Lease, the TENANT will peaceably and quietly deliver unto the to LANDLORD, possession of the Original Premises and Relocated Premises and all r improvements located thereon, as well as all fixtures thereto provided by LANDLORD. LO TENANT shall retain ownership and possession of all fixtures, equipment, and other tangible personal property located thereto provided by TENANT or its agents.. E. The TENANT agrees not to make any changes or alterations to the Original Premises without written approval of the LANDLORD. 12. LANDLORD'S RIGHT OF ENTRY The LANDLORD or its agents shall have the right to enter upon the Original Premises and Relocated Premises at all reasonable times to examine the condition and use thereof, provided only that such right shall be exercised in such manner as not to interfere with the TENANT in the conduct of the TENANT's business on the Original Premises or Relocated Premises. 13. FIXTURES, EOUIPMENT AND SIGNS. AND OTHER TANGIBLE PERSONAL PROPERTY All fixtures, equipment, signs, and other tangible personal property used on the Original Premises and Relocated Premises by the TENANT but Page 13 of 22 C.6.b provided by the LANDLORD will at all times be and remain the property of the LANDLORD. All fixtures, equipment signs and other tangible personal property used on the Original Premises and Relocated Premises by the TENANT and provided by the TENANT, or its agents, will at all times be and remain the property of the TENANT, or it agents. Provided that this Lease is in good standing, the TENANT will have the right to remove any equipment, fixtures signs or other tangible personal property provided by the TENANT, or any part thereof, from the Original Premises and Relocated Premises during the term of this Lease, at the expiration thereof, or within a reasonable time thereafter; provided, however, that the TENANT, in so doing, does not cause any irreparable damage to the Original Premises and Relocated Premises; and provided further, that the TENANT shall pay or reimburse the LANDLORD for the reasonable expense of repairing damage caused by such removal. 14. ACCEPTANCE IN AS-IS CONDITION The TENANT accepts the Fn Original Premises and Relocated Premises in an as -is condition and all improvements and r additions shall be at the sole expense of the TENANT. LO 15. NO MECHANIC'S LIENS It is hereby covenanted, stipulated and agreed by and between the parties hereto that there shall, during the demised term, be no mechanic's liens upon any buildings or improvements that may at any time be put upon the Original Premises or Relocated Premises, and that in case of any mechanic's liens the TENANT must pay off the same; and that if default in payment thereof shall continue for thirty (30) days after written notice, LANDLORD shall have the right and privilege, at its option, to pay off the same or any portion of the same, and the amount so paid, including expenses, shall at the option of the LANDLORD, be so much additional rent due from the TENANT at the next rent due after such payment, with interest thereon at the maximum rate allowed by law. Nothing herein shall be construed to admit that a mechanic's lien may be enforced against municipal property. 16. NIISCELLANEOUS PROVISIONS It is mutually covenanted and agreed by and between the parties as follows: Page 14 of 22 C.6.b A. That no waiver or a breach of any of the covenants in this Lease contained shall be construed to be a waiver of all succeeding breach of the same covenant. B. That time is of the essence in every particular and particularly where the obligation to pay money is involved. C. That all arrearages in the payment of rent or in the repayment to the LANDLORD of any sums which the LANDLORD may have paid in order to cure a default of the TENANT (as elsewhere herein provided for), shall bear interest from the date when due and payable at the highest rate permitted by law until paid. D. That no modification, release, discharge, or waiver of any provision hereof shall be of any force, effect, or value unless in writing and signed by the persons who are then LANDLORD and TENANT. E. That all covenants, promises, conditions, and obligations contained herein or implied by law, or covenants running with the land, shall attach to and be Fn binding upon the heirs, executors, administrators, successors, legal representatives, and assigns of each of the parties to this Lease. F. That this instrument contains the entire agreement between the parties as of this date, and that the execution hereof has not been induced by either of the parties by representations, promises or understandings not expressed herein, and that there are not collateral agreements, stipulations, promises, or understandings whatsoever between the representative parties in any way touching the subject matter of this instrument which are not expressly contained in this instrument. G. That when either of the parties desire to give notice to the other or others in connection with and according to the terms of this Lease, such notice shall be deemed given when it shall have been deposited in the U.S. Registered or Certified mail with sufficient postage pre-paid thereon to carry it to its addressed destination. The notice shall be addressed as follows: If to Tenant: County Administrator Monroe County Historic Gato Building 1100 Simonton Street Key West, Florida 33040 Page 15 of 22 C.6.b With a copy to: Monroe County Attorney's Office P.O. Box 1026 Key West, Florida 33041 -1026 If to Landlord: City Manager P.O. Box 1409 Key West, Florida 33041 With a copy to: City Attorney P.O. Box 1409 Key West, Florida 33041 When the parties on either side (LANDLORD or TENANT) consist of more than one person, notice or default by one of the persons on that side shall constitute notice or LO CD LO default by all of the persons on that side. H. This Lease and the provisions thereof shall be governed by and r construed and enforced in accordance with the laws of the State of Florida; venue for any action regarding this Lease shall be in Monroe County, Florida. IN WITNESS WHEREOF, the parties hereto have caused the foregoing Amended and Restated Lease Agreement to be executed on the day and year first above written. BOARD OF COUNTY COMMISSIONERS MONROE COUNTY, FLORIDA THE CITY OF KEY WEST, FLORIDA BY: CraiiCatig, Mayor Rl Page 17 of 22 Exhibit "A" Original Premises RI Page 18 of 22 C.6.b EXHIBIT A From the intersection of the centerline of the south land of U.S. Highway No. 1 and the easterly abutment of the Cow Key Channel Bridge go North 71 Degrees 19 Minutes East a distance of 300 feet to a point of intersection with the approximate centerline of County Club Road; thence along said approximate centerline North 19 degrees 51 Minutes West a distance of 330 feet to Point #1; thence North 39 Degrees 18 Minutes West a distance of 300 feet to Point #2; thence North 30 Degrees 29 Minutes West a distance of 265 feet to Point #3; thence North 03 Degrees 13 Minutes West a distance of 152 feet of Point #4; thence North 20 Degrees 08 Minutes East a distance of 600 feet to Point #5; thence South 69 Degrees 52 Minutes East, 28.8 feet to the Point of Beginning of the parcel of land herein described; thence continue South 69 Degrees 52 Minutes East, along a cyclone fence, 145.7 feet to a point; thence South 30 LO Degrees 08 Minutes West, along a cyclone fence, 19.1 feet to a CD LO point; thence North 83 Degrees 08 Minutes West, along a cyclone fence, 36.7 feet, to a point; thence South 20 Degrees 08 Minutes r West, along a cyclone fence, 120.1 feet to a point; thence North LO 69 Degrees 52 Minutes West, along a cyclone fence, 119.4 feet to a point; thence Northeasterly, along a cyclone fence, 149.2 feet back to the Point of Beginning, that excepting from any land described herein, the building or trailer currently occupied by Billie Cheek, which property shall not be included in this lease agreement. Exhibit B Relocated Premises RI Page 19 of 22 LEGAL DE5CRIPTION PARCEL F A parcel of land on and adjacent to Stock Island, Monroe County, Flonda: said parcel being a part of the lands described in TIIF Deed No. 19699 (Deed Book G -52 at Page 32 of the Public Records of the said County, TIIF Deed No. 23257 (Official Record Book 269 at Page 5 It of the said Public Records) and TIIF Deed No. 24067 (Official Record Book 355 at Page of the sa Tl F Deeds referred said parcel of land bring entirely within the composite to above: the said parcel lying within 5ections 26 and 27, Township 67 5oath, a Range 25 East; and the said parcel of land being described by metes and bounds as follows: COMMENCE at the intersection of the easterly right- of-way line of Junior College Road with the northerly right -of -way line of U.5. highway # I (state Road #5); thence N 18 °4 I' 18" W for 36.16 feet to a point of curvature of a curve concave to the Southwest; thence northwesterly on the arc of said curve having a radius of 265.00 feet and a central angle of 35 °06'00" for 1 62.34 feet to a pant LO of tangency; thence N53 °47' 18" W for 272.56 feet to the point of curvature of a curve concave to the Northeast; thence northwesterly on the arc of said curve having a radius of 361.02 feet and a central angle of 14° 25'40" for 90.91 feet to a point of tangency; thence N39 °21'38" W for 273.51 feet to the pant of LO curvature of a curve concave to the Northeast; thence northwesterly on and northeasterly on the arc of said curve having a radius of 446.85 feet and a central angle of 62 °35'30" for 488.15 feet to a point of tangency; thence N23 2' E for 1 122.43 feet; thence N45 °30'07" E for 276.04 feet to a pant of curvature of a curve concave to the Northwest; thence northeasterly on the arc of said curve having a radius of 3686.55 feet and a central angle of 3 °4331" for a distance of 0 239.69 feet; thence N4 I °46'36" E for a distance of 435.66 feet; thence N48° 1324" W for a distance of 15.00 feet; thence N41 °46'36" E for a distance of 253.63 feet to the POINT OF BEGINNING; thence N48° 13'24" W for a distance of 206.71 feet; thence N36 °55'00" E for a distance of 251.34 feet; thence 527 °37'00" E for a distance of 243.58 feet; thence 541 °4636" W for a distance of 1 64.71 feet back to the POINT OF BEGINNING. Descnbed tract contains 1.02 acres MORE OR LE55. cAb Exhibit C Solid Waste Closure Permit RI Page 20 of 22 C.6.b____! April 18, 2011 Florida. Department of Environmental Protection South District P.O. Box 2549 Fort Myers, FL 33902 -2549 City of Key West c/o Jay Gewin, Utilities Manager &mailed to: i¢ewin ®keywestdiy.com 525 Angela Street Key West, Florida 33040 Subject: Site Assessment Flan Approval FDEP Facility ID: WACS 7%36 Former Southernmost Waste -to- Energy Facility 5701 College Road Key West Florida, Monroe County Dear Mr. Gewin: APPENDIX 10 FDEP Concurrence Letter Rick Scott Governor Jennifer Carroll Lt. Governor Herschel T. Vinyard Jr. Secretary The Waste Management Section has reviewed the Interim Remedial Action Report document (1RAR), submitted for the former Southernmost Waste -to- Energy Facility on behalf of the City of Key West, and prepared by CH2M Hill, dated April 1, 2011; along with supplemental information stored in the Florida Department of Environmental Protection (the Department) OCULUS system for the Facility ID: WACS 79636. The Department recommends that 2 (two) additional monitoring wells be added to the groundwater monitoring plan and placed outside the footprint of the ash transfer building on the the North West and South East side's as indicated on the attached drawing (Attachment 1) and that Thallium and Arochlor (PCB) be added to the list of monitoring parameters. With the inclusion of the above recommended additional monitoring wells and parameters, the Department finds that the documents submitted are adequate to meet the site assessment requirements of Rule 62- 780.600 Florida Administrative Code (F.A.C.). The Department has determined that the actions proposed in this WAR represent a reasonable strategy toward accomplishing the site assessment objectives of Chapter 62 -780, F.A.C. and are compatible with the City's intended future use, which include plans to relocate thew existing downtown Key West Department of Transportation bus maintenance building and facilities (Transit Facility) to the Southernmost Waste -to- Energy (SWTE) Facility site located at { { { a C.ti.b City of Key West FDEP Facility ID: WACS 79636 April 18, 2011 Page 2 of 2 Stock Island. Pursuant to paragraph 62- 780.600, F.A.C., The Department approves the IRAR subject to the addition of the recommended groundwater monitoring wells and additional parameters. Groundwater monitoring at this site shall continue for an indefinite period of time, however, should the City of Key West desire to achieve final closure for the site at some future date and pursue a No Further Action (NFA) in accordance with Chapters 62-780.690 and 62- 780.700, F.A.C., a subsequent phase of remedial design will be necessary. If you have any question, please feel free to call me at (239) 344 -5658. Whenever possible, please submit written documentation to james.harcourt®de . state.fl.us and include the WACS ID number in your correspondence. Sincerely, James Harcourt, P.G. II Florida Department of Environmental Protection South District, Waste Management Attachment cc: R J. Bruner III, P.E. CH2M Hill (via e-mail to bo.bruner ®ch2m.com) Bill Krumbholz (via e-mail to bill.krumbholz ®dep.state.fl.us) Barbara Nevins (via e-mail to barbara.nevins@dea.state.fl.us) R1 Packet Pg. 374 Attachment I ,` l t o • . '� ,l d q o .. i45�:•f , � �. s f 1 _ •. •:�� ! �� .fix' j [ 1• rr RV el (�1 c \% X� 19 t:J� 1 s I 6 E �� 41f J1 1 4 .• _ Y = fo ��Y Exhibit D Ground Water Permit Rl Page 21 of 22 C.6.b April 18, 2011 Florida Department of Environmental Protection South District P.O. Box 2549 Fort Myer;, FL 33902 -2549 City of Key West c/o Jay Gewfn, Utilities Manager &mailed to: Jgewin@keywestcitv.com 525 Angela Street Key West, Florida 33040 Subject: Site Assessment Plan Approval FDEP Facility ID: WACS 7%36 Former Southernmost Waste -to- Energy Facility 5701 College Road Key West, Florida, Monroe County Dear Mr. Gewin APPENDIX 10 FdEP Concurrence Letter Rick Scott Governor Jennifer Carroll L1. Governor Herschel T. Vinyard Jr. Secretary The Waste Management Section has reviewed the Interim Remedial Action Report document PAR), submitted for the former Southernmost Waste -to- Energy Facility on behalf of the City of Key West, and prepared by CMd Hill, dated April 1, 2011; along with supplemental information stored in the Florida Department of Environmental Protection (the Department) OCULUS system for the Facility ID: WACS 79636. The Department recommends that 2 (two) additional monitoring wells be added to the groundwater monitoring plan and placed outside the footprint of the ash transfer building on the the North West and South East side's as indicated on the attached drawing (Attachment 1) and that Thallium and Arochlor (PCB) be added to the list of monitoring parameters. With the inclusion of the above recommended additional monitoring wells and parameters, the Department finds that the documents submitted are adequate to meet the site assessment requirements of Rule 62- 780.600 Florida Administrative Code (F.A.C.). The Department has determined that the actions proposed in this MAR represent a reasonable strategy toward accomplishing the site assessment objectives of Chapter 62 -780, F.A.C. and are compatible with the City's intended future use, which include plans to relocate their existing downtown Key West Department of Transportation bus maintenance building and facilities (Transit Facility) to the Southernmost Waste- to-Energy (SWTE) Facility site located at { { �i { a a City of Key West FDEP Facility ID: WAGS 79636 April 18, 2011 Page 2 of 2 Stock Island. Pursuant to paragraph 62- 780.600, F.A.C., The Department approves the IRAR subject to the addition of the recommended groundwater monitoring wells and additional parameters. Groundwater monitoring at this site shall continue for an indefinite period of time, however, should the City of Key West desire to achieve final closure for the site at some future date and pursue a No Further Action (NFA) in accordance with Chapters 62-780.690 and 62- 780.700, F.A.C, a subsequent phase of remedial design will be necessary. If you have any question, please feel free to call me at (239) 3444648. Whenever possible, please submit written documentation to james.harcourt@dep.state.fl.us and include the WAGS ID number in your correspondence. Sincerely, James Harcourt, P.G. II Florida Department of Environmental Protection South District, Waste Management Attachment cc: R J. Bruner III, P.E. CH2M Hill (via e-mail to bo.bruner®ch2m.com) Bill Krumbholz (via e-mail to bill.krumbholz®dep.state.fl.us� Barbara Nevins (via e-mail to barbara.nevins@dep.state.fl.us) RI Attachment I k . f 1 i 1111 I i . , r ff 7 � � � f • i �� • .Z . I j , 1 � J i t - • •1. � O�i•1 1 \ Xq4' 8 14 " ITS i i i ql 0• . s V 5� r .�.o� 4 N, . M A MR wil x Rl , • .Z . I j , 1 � J i t - • •1. � O�i•1 1 \ Xq4' 8 14 " ITS i i i ql 0• . s V 5� r .�.o� 4 N, . M A MR wil x Rl C.6.b____! APPENDIX 11 Environmental Resource Permit SOUTH FLORIDA WATER MANAGEMENT DISTRICT ENVNtONMENTAL RESOURCE STANDARD GENERAL PERMIT NO. 44-00076-S DATE ISSUEDAugust 23, 2010 Form 00941 0!/95 PERMITTEE: CITY OF KEY WEST 604 SIMONTON STREET KEY WEST, FL 33040 PROJECT DESCRIPTION: Modification of Permit No. 44- 00076 -5 for the construction and operation of a surface water management system to serve a 3.86 acre municipal development known as the City of Key West Public Transportation Facility. PROJECT LOCATION: MONROE COUNTY, SEC 27 TWP 67S RGE 25E PERMIT DURATION: See Special Condition No:1. See attached Rule 40E4.321, Florida Administrative Code. This Is Io aft you of the Dlsuift agency action mnowft Notion of Intent for PwW App NUN No. 090617.6, dated June 17. 2009. TIhb argon Is Wen lwrsusrt m Rule 40E -1.603 and ChepW40E40 , FbAde Admkdebadve Coda (FAC.). based on the Infornotim provided. Obtfa ages have Oven adhered to and an Enviremontsi Resource General Psmdt Is in eNed for •hfa prsjsd Afted to: 1. Nd receiving a Mod raspiest for a chapter 120. Florida Salutes. adrr h**a§n hearing. 2. the attached 19 Gone* Cond9loa (Sea pages: 2 - 4 of 6). 3. the 01softsd 14 special Condlltons (See Pages : 5 - 6 of 6) and 4. the stledW 2 ExNWs) Should you d*ot to these coadNior e. please Wier to the ansched 'NWc a of Rights' which addresses Ohs procedures to be hollowed N you desire s pubft hewing or other review of On proposed egsney action. Please corned tlds office N you have any questions concerning Gds msOer. It we do not hear from you In accordance with Ow'Nodoe of Rights." we wi l awme that you concur with the DkbWs action. CERTIFICATE OF SERVICE I HEREBY CERTIFY that a `Notice of Rights" has been mailed to the Permittee (and the persons listed in the allached distribution fist) no later than 5:00 p.m. on this 23rd day of August, 2010, In accordance with Section 120.600), Florida S ut BY: Anits4t. Director - Environmental Resource Permitting Division Palm Beach Service Center Certified mail number 7009 2250 0003 1260 9165 Page 1 of 6 R1 Packet Pg. 380 P 1. All activities authorized by this permit shall be implemented as set forth in the plans. specifications and performance crfieiis as approved by this permit. Any deviation from the permitted activity and the conditions for undertaking that activity shall constitute a violation of this permit and Part IV, Chapter 373. F.S. 2. This permit or a copy thereof. complete with all conditions, attachments, exhibits, and modifications shall ` be kept at the work site of the permitted activity. The complete permit shall be available for review at the work site upon request by District staff. The permittee shall require the contractor to review the complete permit prior to commtencemeni of the activity authorized by this permit. 3. Activities approved by this hermit shall be conducted In a manrrer which does not cause violations of State water quality standards. The permittee shall implement best management practices for erosion and ` pollution control to prevent violation of State water quality standards. Temporary erosion owdrol shall be implemented prior to and during constriction, and permanent control measures shall be completed within 7 days of any construction activity. Turbidity barters shall be Installed and maintained at all IocNfons where the possibility of transferring suspended solids into the receiving waterbody exists due to the permitted work. Turbidity barriers shall remain in place at all locations until constructim is completed and sods are stabilized and vegetation has been established. AN practices shall be in accordance with the guidelines and specifications described in Chapter 6 of the Flordds Land Development Manuel; A Guide to Sound Land and Water Management (Department of Environmental Regulation, 1988), incorporated by reference in Rule 40E4.091, FAC. unless a prvjedspecilic erosion and sediment cormUol plan is approved as part of the permit. Thereafter the permittea shall be responsible for the removal of the barriers. The permittes shall correct any erosion or shoaling that causes adverse impacts to the water -' resources. 4. The permittee shall notify the District of the anticipated construction start date within 30 days of the date that this permit is issued At least 48 hours prior to commencement of activity authorized by this permit, the permittee shall submit to the District an Environmental Resource Permit Construction Co mmencemart Notice Form Number 0880 Indicating the actual start date and the expected construction completion date. 5. When the duration of c ormtrud(on will exceed one year, the perrndtes shall submit construction status reports to the District on an annual basis utilizing an annual status report form. Status report forms shall be submitted the following June of each year. 6. Within 30 days after completim of construction of the permitted activity, the pernitee shall submit a written stetement of completion and certification by a professional engineer or other Individual authorized by law, utiltzhng the supplied Environmental Resource/Surface Water Management Permit Construction CompletionlCertitication Form Number 0881A, or Environmental Rescurce/Surface Water Management Permit Construction Completion Certification - For Projects Permitted prior to October 3, 1995 Form No. 08818, incorporated by reference In Rude 40E- 1.0359, FAC. The statement of completlon and c ardfication shall be based on cradle observation of construction or review of ae -built drawings for the purpose of determining if the work was completed in compliance with permitted plans and specifications. This submittal shall serve to notify the District that the system is ready for inspection. Additionally, if deviation from the approved drawings are discovered during the certification process, the certification must be accompanied by a copy of the approved permit drawings with deviations noted. Both the original and revised specifications must be dearly shown. The plans must be Beady labeled as "a& bulb or "record" drawings. All surveyed dimensions and elevations shall be certified by a registered surveyor. 7. The operation phase of this permit shall not become effective: ur dl the permittee has compiled with the requirements of c wdition (6) above, and submitted a request for conversion of Environmental Resource Permit from Construction Phase to Operation Phase, Form No. 0920: the District determines the system to be in compliance with the permitted plans and specifications; and the an* approved by the District in accordance with Sections 9.0 and 10.0 of time Basis of Review for Environmental Resource Permit { a { a Appkabon No.: oNs17.6 Papa 3 016 GENERAL CONDITIONS W Applications within the South Florida Water Management District, accepts responsibility for operation and maintenance of the system. The pwn* shall not be transferred to such approved operation and maintenance entity until the operation phase of the permit beoomes effedive. Following inspection and approval of the permitted system by the District, the permittee shall lnNis% transfer of the permit to the approved responsible operating entity If diflerent from the permutes. Until the permit is transferred pursuant to Section 40E- 1.6107, F.A.C., the permittee shall be liable for compliance with the terms of the permit. S. Each phase or independent portion of the permitted system must be completed in ac cordanoe with the permitted plans and permit conditions prior to the initiation of the permitted use of site infrastructure located within the area served by that potion or phase of the system. Each phase or Independent portion of the system must be completed in aocordence with the permitted plans and permit conditions prior to transfer of responsibility for operation and maintenance of the phase or portion of the system to a local government or other responsible entity. ` 9. For those systems that will be operated or maintained by an entity that will require an easement or deed restriction In order to enable that entity to operate or maintain the system in conformance with this pornit, such easement or deed restriction must be neoot ad in the public records and submitted to the District along with any other final operation and maintenance documents required by Sections 9.0 and 10.0 of the Basis of Review for Environmental Resource Permit applications within the South Florida Water Management District, prior to lot or units sales or prior to the completion of the system, whichever comes first. Other documents concerning the establishment and authority of the operating entity must be filed with the Secretary of Stale, county or municipal entities. Final operation and maintenance documents must -' be received by the District when maintenance and operation of the system Is accepted by the local government entity. Failure to submit the appropriate final documents will result in the permittee remaining liable for carrying out maintenance and operation of the permitted system and any other permit conditions. 10- Should any other regulatory agency require changes to the permitted system, the pernittee shall notify the District In writing of the changes prior to implementation so that a determination can be made wtm*w a permit modification is required. 11. This permit does not eliminate the necessity to obtain any required federal, state, local and special district authorizations prior to the stag of any activity approved by this permit. This permit does not convey to the permittee or create in the permittee any property right, or any Interest in real properly. nor does It authorize any entrance upon or activities on property which is not owned or controlled by the pennif6ee, or convey any rights or privileges other than those specified In the permit and Chapter 40E-4 or Chapter 40E -40, FAC.. 12 Th permittee is hereby advised that Section 253.77. F.S. states that a person may not commence any excavation, construction, or other activity Involving the use of sovereign or other lands of the State, the title to which is vested in the Board of Trustees of the Internal improvement Trust Fund without obtaining the required lease. license, easement, or other form of consent authorizing the proposed use. Therefore, the permitter is responsible for obtaining any necessary authorizations from the Board of Trustees prior to commencing activity on sovereignty lands or other state-owned lands. 13. The penniltee must obtain a Water Use permit prior to construction dewatering, unless the work qualifies for a general permit pursuant to Subsection 40E- 20.302(3). F.A.C., also known as the Tlo Notice Rule. 14. The permittee shall hold and save the District harmless from any and all damages. claims, or liabilities which may arise by reason of the construction, alteration, operation, maintenance, removal, abandonment or use of any system authorized by the permit. 15. Any delineation of the extent of a wetland or other surface water subnttted as part of the permit { a Li { a { a C.6.b AppOWIM No.: 090817 -e Pegs 4 of GENERAL COMMONS application, including plans or other supporting documentation, shall not be considered binding, unless a specific condition of this permit or a formal determination under Section 373.421(2), F.S.. provides otherwise. 16. The pennittee shall notify the Dhd t in writing within 30 days of any sale, oonveyance, or other transfer of ownership or control of a permitted system or the real property on which the permitted system Is located. All transfers of ownership or transfers of a permit are subject to the requirements of Rules 40E-1.61 05 and 40E- 1.6107, FAC.. The permittee transferring the permit shall remain liable for corrective actions that may be required as a result of any violations prior to the sale, conveyance or other transfer of the system. 17. Upon reasonable notice to the permilfee. District authorized staff with proper Identification shall have permission to enter, inspect. sample and test the system to Insure conformity with the plans and specifications approved by the permit. 16. N historical or archaeological artifacts are discovered at any time on the project site, the permittee shall immediately notify the appropriate District service center. ' 19. The permlttae shall Immediately notify the District In writing of any previously submitted Information that is later discovered to be Inaccurate. r'1 �7 RI 10. If prehistoric or historic artifacts. such as pottery or ceramics. state Gods or metal implements, dugout canoes, or any other physical remains that could be associated with Native American cultures, or early colonial or American settlement are encountered at any time within the pmjact she area, the permitted project should cease all activities involving subsurface disturbance in the Immediate vicinity of such discoveries. The permittee, or other designee, should contact the Florida Department of State, Division of Historical Resources, Review and Compliance Section at (850) 245-M or (800) 847 -7278, as well as the appropriate permitting agency office. Project activities should not resume without verbal and/or written authorization from the Division of Historical Resources. In the event tint unmarked human remains are encountered during permitted activities, all work shall stop Immediately and the proper authorities notified in accordance with Section 872.05, Florida Statutes. 11. The permutes acknowledges that, pursuant to Rule 40E- 4.101(2). FAC., a notice of Environmental Resource or Surface Water Management Permit may be recorded in the county public records. Pursuant to the specific language of the rule, this notice shall not be considered an encumbrance upon the property. 12. tAnimum building floor elevation: 12.0 Feet NGVD 13. Sht fence shah be utfted during constru tionand shall be installed and property 'trenched" etc. in accordance with Exhibit 2. AN areas shall be stabilized and vegetated immediately after construction to prevent erosion into the wetlands and other surface waters. 14. The permittee shall install a chain link fence around the entire perimeter of the project site, which will AWIca*m No.: OM17 Pays 5 or e SPECIAL CONDITIONS I. The constnxtion phase of this permit shall expire on August 23, 2015. 2. Operation of the surface water management system shall be the responsibility of the permittee. 3. Discharge Facilities: 1 -2' W X 2' L drop Inlet with crest at elev. 5.65' NGVD 29. 12' dia. drop Inlet with crest at elev. 7 NGVD 29. Receiving body: Groundwater Table Control elev: 2.5 feet NGVD 29. /2.5 FEET NGVD 29 DRY SEASON. _ 4. The permittee shall be responsible for the correction of any erosion, shoaltrhg or water quality problems 0 that result from the construction or operation of the surface water management system. S. Measures shall be taken during construction to insure that sedimentation and/or turbidity violations do not occur in the receiving water. 0 6. r- The District reserves the right to require that additional water quality treatment methods be incorporated into the drainage system if such measures are shown to be necessary. 7. Facilities other than those stated herein shall not be constructed without an approved modification of thtle permit. e. A stable, permanent and accessible elevation reference shall be established on or within one hundred (100) feet of all permitted discharge structures no later than the submission of the certification report. The CD location of the elevation reference must be noted on or with the certification report. v 9. The permillee shall provide routine maintenance of all of the components of the surface water management system In order to remove all trapped sedimentsldebris. AN materials shah be properly disposed of as required by law. Failure to properly maintain the system may result in adverse flooding conditions. . 10. If prehistoric or historic artifacts. such as pottery or ceramics. state Gods or metal implements, dugout canoes, or any other physical remains that could be associated with Native American cultures, or early colonial or American settlement are encountered at any time within the pmjact she area, the permitted project should cease all activities involving subsurface disturbance in the Immediate vicinity of such discoveries. The permittee, or other designee, should contact the Florida Department of State, Division of Historical Resources, Review and Compliance Section at (850) 245-M or (800) 847 -7278, as well as the appropriate permitting agency office. Project activities should not resume without verbal and/or written authorization from the Division of Historical Resources. In the event tint unmarked human remains are encountered during permitted activities, all work shall stop Immediately and the proper authorities notified in accordance with Section 872.05, Florida Statutes. 11. The permutes acknowledges that, pursuant to Rule 40E- 4.101(2). FAC., a notice of Environmental Resource or Surface Water Management Permit may be recorded in the county public records. Pursuant to the specific language of the rule, this notice shall not be considered an encumbrance upon the property. 12. tAnimum building floor elevation: 12.0 Feet NGVD 13. Sht fence shah be utfted during constru tionand shall be installed and property 'trenched" etc. in accordance with Exhibit 2. AN areas shall be stabilized and vegetated immediately after construction to prevent erosion into the wetlands and other surface waters. 14. The permittee shall install a chain link fence around the entire perimeter of the project site, which will AppkebmNa.: 090617-6 Pope aofs SPECIAL CONDITIONS eliminate or minimize secondary adverse impacts to the mangrove wetlands located along the southwest side of the project site. as shown in ExhUA 2. The fence shall be maintained In perpebAy. C.ti.b rj .3 , 4 (4194) SURFACE WATER MANAGEMENT CHAPTER 40E 40E -4.321 Duration of Permits (i) Unless revoked or otherwise modified pursuant to Rules 40E -4.331 and 40E- 4.441, FA.C., the duration of a surface water management permit issued under this chapter is as follows: r (a) Two years from Ole date of issuance for Conceptual Approval, unless within that period an application for a constriction and operation permit is riled for any portion of the project. Ilan application for a construction and operation perrnd is tied, then the Conc:epkial Approvai remains valld until final action is taken on the application. If the application is granted. then the Conceptual Approval-is �D valid for an additional two years from the date of issuance of the constn,cOon and operation permit. ! Conceptual Approvals which have no applications for construction and operation filed for a period of two years wl"i expve automatically. (b) Five years from the date of issuance for a construction permit. (c) ` Perpetual,for an operation permit. �r (2) The Governing Board shall issue permit extensions provided that a permittee files a written request with the District showing good cause. For the purpose of this rule, good cause shall mean a set of extenuating circumstances outside of the control of the parrnittaa. Requests for axtensbns, which shall include documentation of the extenuating circumstances and hail► they have delayed this project, will not be accepted more than 100 days prior to the expiration date. applicat on for development approval (ADA)r development and a local government c omprehenslve amendment the the C) duration of the Conceptual Approval shall be two years from whichever one of the I.ollowliv occurs at the latestdati: (a) the effective date of the local governments comp(ehenSIVe plan amendment, (b) .the effective date of the local government development order, or 1c) the date on which the dtsWO issues One Conceptual Approval. or (d) the latest date of the resolution of any Chapter 120 or other legal appeals. (4) Substantial moffbadons to Conceptual Approvals will extend the duration of-the .Conceptual Approval for two years from the date of Issuance of the modification: For the purpose:; of this section, the tern "substantial modiicatlmn'shall mean a moficalion which is r4esdnably expected to , lead to Substantially different water resource or envhanwmental Impacls which require a detailed review. • (S) Modifications to construction peftits issued pursuant to a formal permit applic extend the duration of the permit for three years from the date of Issuance of do modification.- Construction permit modifications do not extend the duration of a Conceptual Approval. (b) Permit modifications issued pursuant to subsection 40E-4.331(2)(b), FA.C. (letter modifications) do not extend the duration of a permit. sp�c1a eAW* 3n.044.373.113 F.B. tow Naphtnented 373.413.373.4 160) F.S.11is1o"vW 9.3.81, Amended 1.31. 12,12 -1- 82, Fam" I WA.0714), Ataended 7- 146. 4 r r LO CJ CL L O CJ Packet Pg. 386 !;7 r: .J 'L NOTICE OF RIGHTS As required by Sections 120.569(1), and 120.60(3), Fla. Stat., following is notice of the opportunities which may be available for administrative hearing or judicial review when the substantial interests of a party are determined by an agency. Please note that this Notice of Rights is red intended to provide legal advice. Not all the legal proceedings detailed below may be an applicable or appropriate remedy. You may wish to consuft an attorney regarding your legal rights. RIGHT TO REQUEST ADMIIfiSTRATIYE HEARDIG A person whose substantial Interests are or may be affected by the South Florida Water Management District's ( SFWMD or District) action has the right to request an administrative hearing on that action _ pursuant to Sections 120.569 and 120.57, Fla. Stat. Persons seeking a hearing on a District decision which does or may determine their substantial interests shall file a petition for hearing with the DbM Clerk within 21 days of receipt of written notice of the decision, unless one of the following shorter time periods apply: 1) within 14 days of fire notice of oonsolidated Intent te grant or deny cornarrentiy reviewed appfica llm for environmental resource permits and use of sovereign submerged lands pursuant to Section 373.427, Fla. Stat.; or 2) within 14 days of service of an Administrative Order pursuant to Subsection !r 373.119(1), Fla Stat. 'receipt of writt notice of agency decision' means receipt of either written notice LO thrown mail, or electronic mail, or posting that the District has or intends b take final agency action, or CD LO pUblicadort of nodoe that the District has or intends to take final agency action. Any person who receives written notice of a SFWMD decision and fail to file a wrftlarn request for hearing within the Vmeframe described above waives the right to request a hearing on that decision. Flftng Inatrudions The Petition must be filed with the Office of the District Clerk of the SFWMD. Flings with the District Clerk may be made by mail, hand - delivery or facsimile. FMngs by a -nrsil will not be accepted. Any person wishing to receive a clerked copy with the date and We stamped must provide an additional copy. A petition for administrative hearing Is deemed filed upon receipt during normal business hours by the District Clerk at SFWMD headquarters In West Palm Beach, Florida. Any document received by the office of the SFWMD Clerk after 5:00 p.m. shall be filed as of 8 ;00 a.m. on the next regular business day. Additional filing instructions are as follows; • Filings by mail must be addressed to the Office of the SFWMD Clerk, P.O. Box 24660, West Palm Beach, Florida 33416. • Flings by hand4e6vegr must be delivered lo the Office of the SFWMD Clerk. Delivery of a petition to the SFWWs security desk does not constitute filing. To ensure proper fang, fi will be necwsewy to request the SFll Kit smrky officer to emb d the Clerk's office. An employee of the SFWMD's Clerk's oftioe will receive and file the petition. • Filings by facsimile must be transmitted to the SFWMD Clerk's Ofte at (561) 682.6010. Pursuant to Subsections 28- 106.104(71 (S) and (9), Fla. Admin. Code, a party who files a document by facsimile represents that the original physically signed document will be retained by that party for the duration of that proceeding and of any subsequent appeal or subsequent proceeding in that cause. Any party who elects to file any document by famimie shall be responsible for any delay, disruption, or interruption of the electronic signals and accepts the full risk that the document may not be property filed with the dark as a result. The fling date for a document fled by facsimile shall be the date the SFWMD Clerk receives the complete docrrnerrL Rev. 07101M :i r' .J Initiation of an Administrative Hearing Pursuant to Rules 28- 106201 and 28- 106.301, Fla. Admin. Code, initiation of an administrallm hearing shall be made by written petition to the SFWMD in legible form and an 8 and 112 by 11 Inch white paper. �s AN petitions shall contain: r:= 1. Identification of the action being contested, including the pemdt number, application number, District file number or any other SFWMD identification number, if known. 2. The name, address and telephone number of the petitioner and petiGoner's representallive, ti any. 3. An explanation of how the petitioner's substantial interests will be affected by the agency ' determination. 4. A statement of when and how the petitioner received notice of the SFWMI7s decision. 5. A statement of all disputed issues of material fact. if there are none, the petition must so indicate. 6. A concise statement of the ultimate fads doged, mduding the specific fads the petitioner contends warrant reversal or modification of the SFWMD's propcmed action. t =' 7. A statement of the specific rules or statutes the petitioner contends require reversal or modification of the SFWMD's proposed action. 8. If disputed issues of material fact exist, the statement must also include an explanation of how the ' alleged fads relate to the specific rules or statutes. 9. A statenreM of the relief sought by the petitioner, stating precisely the action the petitioner wishes r the SFWMD to take with respect to the SFWMD's proposed action. A person may file a request for an extension of time for filing a petition. The SFWMD may, for good cause, grant the request. Requests for extension of time must be fled with the SFWMD prior to the deadline for LO filing a petition for hearing. Such requests for extension shall contain a certificate that the moving party has consulted with all other parties concerning the extension and that the SFWMD and any other parties agree to or oppose the extension. A timely request for extension of time shall toll the running of the time period for filing a petition until the request is acted upon. c� If the District takes action with substantially different impacts on water resources from the notice of intended agency decision, the persons who may be substantially affected shall have an adcfitional point of entry pursuant to Rule 28- 106.111, Fla. Admin. Code, unless otherwise provided by law. Mediation The procedures for pursuing mediation are set forth in Section 120.573, Fla. Stat., and Rules 28. 106.111 and 28- 106.401 -.405, Fla. Admin. Code. The SFWMD is not proposing mediation for this agency action under Section 120.573, Fla. Shat., at this time. RMIT TO SEEI(dUDiC & REVIEW Pursuant to Sections 120.6x3) and 120.68, Fla. Stet, a party who is adversely affected by final SFWMD action may seek judicial review of the SFWMD's final decision by tiling a notice of appeal pursuant to Panda Rule of Appellate Procedure 9.110 in the Fourth District Court of Appeal or in the appellate strict where a party resides and filing a second copy of the notice with the SFWMD Clerk witinin 30 days of rendering of the final SFWMD action. Rev. 0710112009 2 Packet Pg. 388 ' qrp staff_report.rdf Last Data For Agency Action: October 4, 2010 GENERAL ENVIRONMENTAL RESOURCE PERMIT STAFF REPORT Project Name: City Of Key West Public Transportation Facility Permit No.: 44- 00076 -S Application No.: 090617 -6 Apptketion Type: Environmental Resource (General Permit Modification) Location: Monroe County, S27/T67SM6E Pennines : My Of Key West Operating Entity: City Of Key West Project Area: 3.86 acres Project Land Use: Government Drainage Besln: GULF OF MEXICO " Receiving Body: Groundwater Table Class: WA Special Dral naps District: NA Conservation Easement To Dhdrict : No Sovereign Submerged Lands: No This application Is a request for modification of Permit No. 44.000765 for the construction and operation of a surface water management system to serve a 3.86 acre municipal development known as City of Key West Public Transportation Faddy. App.m : 090617-8 Paps 1 Ora C.6.b �p std ropat.rdf AS PROJECT EVALUATION: [ {; - !.�Saa, ....,, k+<. r° 4:�T€iY�$��vT7Si�T�'i .� 3•,„ r� The site Is located on the north side of East Juror College Road and on the south side of the Stocc r ' Island landfill, on Stock island in the City of Key West, Monroe County, as shown on Exhibit 1. W The 3.86 acre ect site proj cumerrtly contains a City of Key West resource recovery pliant and ash transfer station. for which the surface water management system was previously permitted by the DI*Ict under Pennfi No. 44- 000765, Application No. 921027 -8. The 3.86 we project site is part of a larger overall parcel which is owned by the City of Key West, which contains a portion of the dosed out Soak Island IandtiY. City of Key West U1141les. the Key West Golf Club, salt marsh and mangrove wetlands. and submerged lands. No wetlande or other surface waters are located within the 3.86 acre project site, and no adjacent wetlands or other surface waters located outside of the project site will be adversely affected by the proper pr*CL 9w The project Includes constr Kft a surface water management system that will serve a new pubic LO r:r transportation facility for the City of Key West Department of Transportation, as shown on Exhibit 2. The CD ? facility will Include a 2 -story administrative office balding. parking. service bays for buses. and a bus LO washing station. The proposed surface water management system win consist of site grading and stonnwater Inlets that win dared all runoff to a series of interconnected dry retention areas for water quality treatment. After LO treabneni, the runoff will be directed to a drainage wall for final disposal. No wetlands or other surface waters located adjacent to the project site on the southwest side of the site wo be adversely affected by the proposed project Specifically, the perridlee win install and maintain a chain link fence around nd the entire perimeter of the project site, which win eliminate or minimize secondary adverse Impacts to the mangrove wetlands located along the southwest side of the project site, as shown in Exhibk 2 and in accordance with the special condidone of this permit. tooft r z ♦vf?.° Construction: Project This Phase Total Project Dry Retention Areas .45 .45 acres Impervious 2.32 2.32 acres Pervious 1.09 1.09 saes Total: 3.86 3.88 �' I�� } '� ^.F • � �: f'�r�. . s. sr`� .• ��Zi7�i. ��3.W3`ai�i +N�:Y4 ..L Discharge Raft: App.no.: 000617.6 Papa 2 d e s erp_8taff reporl.rdf 1 :L The surface water management system has been designed to retain the volume of runoff from the 25 year/3 day storm event onette. Final disposal of the runoff is to a dralnege well. Control Elevation Basin Area Ctrl taw WSW Chi Eiev Method Of . ; (Acres) (it, NOW 29) (it, NM 29) Dsterndnation KW Transport Fac. 3.86 2.5/2.5 2.50 Previously Permitted Receiving Body: Basin str.9 Recelving Body ? Kw Transport Fee. Well Box (G Groundwater Table tillSW structures: Note: The units for all the elevation values of atructurea are (1t, NGVD 29) i Inlets: Basin 82# Count Type Width Length Die. Crest Elev. ' KW Transport Fac. Well Box 1 Drainage Well 7 3 LO CD (Gw 1) LO KW Transport Fac. Well Box 1 Drop inlet 2' 2' 5.65 (GW -1) LO No adverse water quality impacts are anticipated as a result of the proposed project. The surface water management system has been designed to treat a volume of runoff equal to 2.5 inches times the percent Impervious area. The treatment is provided within interconnected dry retention areas. To ensure that proposed construction activities do not degrade adjacent wetlands and surface waters, the permittee will install and maintain temporary silt fends around the Imb of construction In accordance with Exhibit 2 and as stipulated In the special conditions of this permlt. The temporary erosion control barriers wil be installed prior to and will be removed upon completion of won activities. Basin Treatment Method Vol RegA Vol (ac -fl) PnWd KW Transport Fac. Treatment Dry Retention .45 acxes 24 24 .'r' €^?;P ; " 4..:".... The 3.86 acre project site does not contaln preferred habitat for wedw44ependent endangered or threatened wildlife spades or spades of special concern. No wetland - dependent endenge eMweatened species or species of special concern were observed on -site and submitted Information indicates that potential use of the site by such species Is minimal. This permit does not relieve the permlitee from complying with all applicable rules and any other agencies' requirements If, in the future, endongeredAhmatened species or species of special concern are App.ra.: 090617 -6 Paps 3 d 6 @w stall report.rdf discovered on the project site. App.rw.: 080817 -e Peas 4 on 6 Ttv ��. 1. it is suggested that the permxbee retain the services of a Professional Engineer registered in the State of Florida for periodic observation of construction of the surface water management (SWM) system. This will tacllitale the completion of construction completion certification Form #M1 which is required pursuant to Section 10 of the Bests of Review for Environmental Resource Permit Applications within the South Florida Water Management District, and Rule 40E -4.361(21 Florida Administrative Code (FA.C.). Pursuant to Chapter 40E4 FAC.. this permit may not be converted from the construction phase to the operation phase until certification of the SWM system Is submitted to and accepted by this District. Rune 40E- 4.321(7) FAC. states that failure to complete construction of the SWM system and obtain operation phase approval from the District within the permit duration shall require a new permit authorization unless a permit extension is granted. o For SWM systems permitted with an operating entity who is dffferent from the pennittee, it should be noted that until the permit is transferred to the operaUrg entity pursuant to Rule 4013- 1.6107, FAC., the permittee Is liable for compliance with the terms of this permit. The permittee is advised that the efficiency of a SWM system will normally decrease over time unless the LO -' CD system is periodically maintained. A significant reduction In flow capacity can usually be attributed to LO pmrOM bloc of the conveyance system. Once flow capacity is compromised, flooding of the project v may resuit. Maintenance of the SWM system Is required to protect the public health, safety and time natural resources of the state. Therefore, the pertness must have periodic inspections of the SWM system perbrmed to ensure performance for flood protection and water quality purposes. If deficiencies are found, it is the responsibility of the permitter to correct these deficiencies in a timely manner. LO Cr ,... w .� ; � •': Via. ,�'- ;:� ;, ��`., "+ ```. The proposed work is not looted within and is not anticipated to adversely affect sovereign submerged lands. App.rw.: 080817 -e Peas 4 on 6 C.6.b . '1, e1P_stafL mport.rdf :a :3 :i .K t� RELATED CONCERNS: Wafer Use Permit Status: The permiMee has indicated that dewatering Is not required for construction of the project. The permittee has also indicated that landscape Irrigation actiultles are not proposed as pert of the project. This perndt does not release the permittee from obtaining all necessary Wa16r Use aulhorh ation(s) prior 1 ., to the commenoement of activities which will require such auforizatlon. including construction dewatering and irrigation, unless the work quati8es for a No-Notbe Short -Term Deuetedng permit pursuant to Chapter 40E- 20.302(3) or is exempt pursuant to Section 40E2.051. FAC. r. CERP: The proposed project Is not located within or adjacent to a Comprehensive Everglades Restoration Project oomponent. Pebble Water Supplier. fA Florldla K"s Aweduct uMN7 '-� Waste Wrier SysterNSuppller. 0 ;a Key Weal Resort Utilities S7 Right4fMay Permit ShWa: A District Right -ol-way Permit Is not required for this pmoct. DRI Status: This project Is not a DRI. HlatorieallAneheologleal Resources: The Dietrdct has received correspondence from the Florida Department of State, Dlvlslon of Historical Resources kWWft that the agency has no objections to the Issuance of this permit. This permit does not release the pern>Iltee from compliance with any other agencies' requirements In the event #W historical and/or archaeological resources are found on the rile. DCAICI ConaMency Review: The Issuance of this permit consMules a finding of consistency with the Flodde Coastal Management Program. Third Party Irdereat: No third party has contacted the District with concerns about this application. Enforcen sent: There has been no enforcement activity associated with this application. STAFF REVIEW: AW.w.: 060617.8 Pees 5 of 6 W....�._............. _ . _._.... _ ......_ ........ ..... C.6.b____! w f qp u J DNIHON APPROVAL: x RESOURCE T. t . i Barbera J. Conmy SURF ATER MANAGEMENT: Carlos A. de Rojas, P.E. �.7 .1 DATE: 4 DATE: 0 /I 9 I App.no.: 0808176 Pegs 6 or 6 Gulf of Mexico PROJECT SITE Stock Island Key West Atlantic Ocean FWT. Rd d1ft= MONROE COUNTY, FLORIDA N Legend A Application Map Date: 802010 Application Number. 050817-6 Permit Number. 44.00078 -S Project Name: CITY OF KEY WEST PUBLIC A '� TRANSPORTATION FACILITY AV -- -_ PROJECT SITE 0 sw 9w Exhibit: 1, Page 1 of 1 . • 0 Exhibit E Survey Rl Page 22 of 22 C.6.b . a if r x � Q� s pQ y tl P / 0 \ V-- k Y ' i Ba Eie 4 E aLD S a Y i ��•�� sad ��$ ab :� L� �f$• ?� =E� • s HI�� IL E . Ji ll IL IL It t r ��- ' 8 s rTL� fx n t8 Tii -8a Hulltat�f �: E &E g � i 1L L p . _ B ss p P � E Qa Y -Y 4Ygga g, 9 : , S HI M g 8�$� t� 99 �� k g ��i it 2 2. °jE g a4� f; pQ �a egg i 1 LL ww g •� L !��Qf LLl I y y V D n rn r `� J �Y �q pt/oAA �8t w t e LieB ♦ a rn 4 �Y �q pt/oAA �8t w t e LieB ♦ a REVOCABLE LICENSE AGREEMENT FOR USE OF CITY PROPERTY This License Agreement is made this day of , 20 by and between the City of Key West, Florida, a municipal corporation, whose mailing address is P.O. Box 1409, Key West, Florida, 33041 (hereinafter "Licensor ") and Monroe County, a political subdivision of the State of Florida whose mailing address 1100 Simonton Street, Key West, Florida, 33040 (hereinafter "Licensee "). WITNESSETH: WHEREAS, Licensee has requested the limited use of the parcel of land adjoining the re- located premises of the animal control facility for the purposes of exercising animals pursuant to the normal conduct of business; and WHEREAS, Licensor owns the property, hereinafter referred to as the Licensed Parcel; r and WHEREAS, pursuant to section 2 -939 of the Key West Code of Ordinances, Licensor may grant Licensee and its agents, a revocable license to use Licensor's property. NOW, THEREFORE, the parties agree as follows: 1. For the period beginning with the occupancy of the Re- located Premises in accordance with the Amended and Restated Lease Agreement between the City of Key West and Monroe County dated 2014, the Licensor hereby grants to the Licensee a revocable and non - assignable license to enter in, on, over, and across the land described on Exhibit "A ", which is attached hereto and incorporated by reference (hereinafter the "Licensed Parcel "), for use by the Licensee, its agents, its contractor, its representatives, employees, and contractor's working volunteers for the purpose of exercising the animals in the conduct of its business, reserving, however, to the Licensor, its successors and assigns, all such right, title, interest and privilege as may 1 be used and enjoyed without interfering with or abridging the rights and right -of -entry hereby acquired. 2. Licensee shall not be permitted to make any improvements, construct any cages, or utilize the parcel for special events or any other purpose. Licensee shall not penetrate the soils or permit the same by the animals. Licensee shall take all measures necessary to strictly enforce NO SMOKING on this parcel and to abide by all existing and any future permits, restrictions and any other land use requirements. All animals must remain on leash and under the control of the Licensee at all times. 3. In consideration for the grant of license in paragraph 1 herein above, Licensee herein expressly agrees to be solely responsible for all costs of any nature whatsoever associated with utilization of the Licensed Parcel by the Licensee. 4. If any action of the Licensee's employees or agents in the exercise of this License results in damage to the property, the Licensee will immediately repair such damage in a manner acceptable to the Licensor. In no event shall such repair or settlement exceed the fair market value of the fee title to the real property at the time immediately preceding such damage. 5. This License is personal to Licensee and may not be assigned or transferred, but allow use by Licensee's employees, its agents, its contractors, representatives or contractor's working volunteers. Licensor shall have the right to terminate this License with or without cause upon ninety (90) days written notice to Licensee. 6. At Licensee's sole cost and expense, Licensee will secure, pay for, and file with the Licensor, during the entire Term hereof, an occurrence form commercial general liability policy, covering the Licensed Parcel and the operations of Licensee and any person conducting business in, on or about the Licensed Parcel in at least the minimum amounts with specification amounts, as may be determined from time to time by Licensor, to prevail if greater than minimum amount indicated. Notwithstanding any other provision of this 2 License Agreement, Licensee shall provide the minimum limits of liability coverage as follows Commercial General Liability $2,000,000 Aggregate $2,000,000 Products Aggregate $1,000,000 Any One Occurrence $1,000,000 Personal Injury $300,000 Fire Damage/Legal Licensee shall also procure the following insurance coverage: (i) "All risk" property insurance, including theft coverage, written at replacement cost value and a replacement cost endorsement insuring Licensee's improvements and betterments, fixtures, furnishings, equipment and any other property belonging to Licensee. 0 (ii) Workers compensation coverage as required by the provisions of Florida Statutes. Any management agreement used by Licensee must provide that the Licensor does not have any liability whatsoever for any damage which may occur on the Licensed Parcel. The CD LO Licensee must provide the Licensor with a copy of any management agreement used by Licensee regarding the Licensed Parcel. Licensor shall not be responsible for damage to any r property belonging to Licensee or Licensee's manager. Subject to 768.28, Florida Statutes, Licensee indemnifies the Licensor with regard to any claims made by any manager for any reason. From time to time during this License Agreement, at Licensor's request, Licensee shall (i) procure, pay for and keep in full force and effect such other insurance as Licensor shall require and (ii) increase the limits of such insurance as Licensor may reasonably r , require. Any general liability or other policy insuring the Licensor does not provide any contributing or excess coverage for Licensee. The policies Licensee procures for Licensee's exposure are the only coverage available to Licensee. Licensee shall furnish an original Certificate of Insurance indicating, and such policy providing coverage, to Licensor named as "Additional Insured" on a PRIMARY and NON CONTRIBUTORY basis utilizing an ISO standard endorsement at least as broad as CG 2010 (11/85) or its equivalent, INCLUDING A "Waiver of Subrogation" clause in favor of Licensor on all policies. Licensee will maintain the General Liability coverage summarized 3 above with coverage continuing in full force including the "additional insured" endorsement until at least 3 years beyond the termination of this License Agreement. Licensee's insurance policies shall be endorsed to give 30 days' written notice to Licensor in the event of cancellation or material change, using form CG 02 24, or its equivalent. All policies of insurance required to be carried by Licensee pursuant to this License Agreement shall be written by responsible insurance companies authorized to do business in Florida with an AM Best rating of A -VI or better. Any such insurance required to be carried by Licensee hereunder may be furnished by Licensee under any blanket policy carried by it or under a separate policy therefore. Certificates shall be delivered to Licensor prior to the commencement of the Term of this License Agreement and, upon renewals, but not less than sixty (60) days prior to the expiration of such coverage. In the event Licensee shall fail to procure such insurance, Licensor may, at its option, procure the same for the account of Licensee, and the cost thereof shall be paid to Licensor as an additional charge upon receipt by Licensee of bills therefore, together with an administrative fee equal to fifteen (15%) percent to cover the cost of the Licensor's efforts to procure such policy. Certificates of Insurance submitted to Licensor will not be accepted without copies of the endorsements being requested. This includes additional insured endorsements, cancellation/material change notice endorsements, and waivers of subrogation. Copies of USL&H Act and Jones Act endorsements will also be required if necessary. 7. Subject to 768.28, Florida Statutes, Licensee does hereby agree to indemnify, defend, and save Licensor, its respective officers, directors, agents and employees harmless from and against any and all liability for any injury to or death of any person or persons or damage to property in any way arising out of or connected with the conditions, use of the Licensed Parcel, or in any way arising out of the activities of Licensee, its agents, employees, licensees or invitees on the Licensed Parcel, including reasonable attorney's fees and court costs incurred by Licensor in connection therewith, such legal expenses to include costs incurred in establishing the indemnification and other rights agreed to in this Paragraph, excepting, however, only liability caused by Licensor's gross negligence in its failure to perform any of Licensor's obligations or agreements of this License Agreement. Nothing herein is intended 4 to waive the sovereign immunity afforded to Licensor pursuant to Florida law, including section 768.28, Florida Statutes. The indemnification obligations under this section shall not be restricted in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for Licensee under Workers' Compensation acts, disability benefits acts, or other employee benefits acts, and shall extend to and include any actions brought by or in the name of any employee of Licensee or of any third party to whom Licensee may subcontract work. This indemnification shall continue beyond the date of termination of the Agreement. 8. The property can be used for the intended use as stated herein, but Licensor does not warrant or represent that the property is safe or suitable for the purpose for which Licensee is permitted to use it, and Licensee assumes all risks in its use. 9. Licensee shall pay to Licensor an annual fee of Two Hundred and No /100 Dollars ($200.00). Payment shall be made to the Licensor's Finance Department on each anniversary date of this License. 10. This License Agreement shall be recorded in the official public records of the City of Key West, Monroe County, Florida at the expense of Licensee. IN WITNESS WHEREOF, the parties have executed this License Agreement on the date above written. LICENSOR: CITY OF KEY WEST, FLORIDA ATTEST: By: Cheryl Smith, City Clerk Craig Cates, Mayor 5 Licensee: BOARD OF COUNTY COMMISSIONERS MONROE COUNTY, FLORIDA ATTEST: Amy Heavilin, Clerk By: un Deputy Clerk Mayor MONROE COUNTY ATTORNEY APPROVED AS TO FORM: R� ..LA 4 l- It- `�17 -- CHRISTINE M. LIMBERT- BARROWS ASSISTANT COUNTY ATTORNEY Date R1 0 W.4 ■I:M DESCRIPTION OF PARCEL LICENSED HEREIN Rl 7 LrGAL oe50UPTIONr PARCEL A A parcel of land OR and 04.p9ent to Stack Itfanah, MOWVO Cewny+, t•lorrda* noed fw b " a part 0( the later Jwcnbisd in Tiff DOW No. t 9499 Q)and boot C-52 at PagO 32 of the rdbloc Rownfla Of tin@ saint cuiv*, Tile Dead No. 23257 (ORrwf Raced book 269 it Puya 51 G of the end 1`011" PAM I -let and TW Dead No. 24067 (ORrce1 Racord book 355 at Page: 32 of We seal PWk RaOwJa the sod pared of land beg tr wow His conpoats of the Asd n lp Do&& relohvld W abouw the Md pw%W wathvt 3wb" 2; and 27, Tom*@ 47 South. Rangy 25 Eat: and tha aid parcel of laid trarng 41104000 ba' 04*40 nod boott a as (epo+itls COMMENCE at the witertedbarl of the oHtarbr rated aarY Ma of ,lunW CON"* Road lath fns "WOW r)yr n#" -ray We of U.S. ► r 01 Rota KWJ Oft thm" on sad esstcry " *AY lima of srd 3urarrr College Road for flea folfofsry Seven (7) courasei (1) shams N 18 1 C W for 3G.1 C Seat to a pant of pawl vre of a arcilar saw conaroa to the 3090nuwk (2) thence mrthw+at riY on the are Of sad cave h•" a rse4w of 245.00 Mtat" A central aeyls d 35"DC0Cr tar 162.34 toot to Me root of 11214MCA (3) tholes N 53 t 8' W for 272.5C feet to the M4 of a ww wrc Of a rxcutar VIA" to the Nnrdlaaat, (4) tJenoa Owthtwatarlyam the arc oil "W curve haasf) a r#&* o f 3G t.02 feat And a rehltnis at4ls d 14 40' leis 90.91 1#4 to the Pont of tea wW. (5) theme N 39'21'38' W Mw 273.51 fwet to the Post of cravat ms of a amour curves con we to the Nortfws st; (Q thence norlhwanaterfy on and nrarthewtaty 04 dw are of NOW revive having a radne of 444.85 lest and a 0&*m angla of G2'3830' Mr 488. 15 feat to a paint of trrgehap. (7) theme N 23' 13'52' E for 1122.43 %at- thence N 45'30071 E for 106.37 tat to this POINT OF CEGINNING OF the hersmafter daso nbad Wool; Now N 27'871 West for a alotanca of 1372.29 Jack thence North 42 East for a Jetanrs of 1225.00 Mat: tams, South 27`37 Est for a distance of 915.62 feat to the southeasterly boundary lire of the lands daecrWd on 09,04 Record bolt 6G7 at Pacts 1449 of the hd*z %,coraU d MAerwoe Crary I'larndal thence 9wtlt 41 C W*ct on the Swihaatwfy bawtdarY ins d the Imes JascnbW o n th card OHhaal Book CC7Iw a dhdmce, of 26.65 last to the Norf vmtarty boundary Mass of the lands deembed in OIhaN Cash 880 at Pais 1964 d de sand public Raaords; theme on tie Nenthweat@ry boundary kne of the Yrvir dssabed in the earl 06=1 Rwoul Cook 880 on the follOW4 Im (5) rat ( continue South 414434 Wart for a atone of 438.20 peat: (2) thence South 46' 13'24' East for a dnstanca of 15.00 Mat, (3) t1form south 414439' Worst for a Astsnce d 43S.GG fast to the bsr}raas9 of a curve beat' owwma to the Nerum2st and having a m4fue d 3G6G.55 led, (4) theme 9oulheesctely on the sad curve for an arc Jounce of 239.69 fat; (5) thems South 45*3O 'r West for a debns of 1 47.97 led bad* to the Pont of Iregawsng, U55 the Follo" sw (G) parcels, FARCIM 5 A parcel d tend on and adpconnt to Stock WoW. Monrcw County, flrnrda. sod parcel b=4 a part of the Yeah 011ee01n601d al'fEr Deed fifth. 19G89 (Decd Cask 0.62 at Page 32 of the rutlh0 Racw* of tha sold County. Tiff Dead No. 23257 (ORtaft Record bad* 20 at Pa9s S ► G Of the semi ruble Records) And nir Dead No. 24067 (OMival Raced Cook 353 at Pays 32 of aid said Pubic Rsoondur, the slid 0WOd of landW1g W*N* INOWn the cdapoetta Of the sano TW Ocala relerrdd he abo u Jana sand pared fynag u4bri Sections 24; And 27. TG7 South. 425 last: and de Cued Pence! of fare bong described by neten and town" as 101x". COMMENCE At the Intersection of the ONAMllr nghf-OflOW tine of 30wor Gofie9a Read with the naeewy ni3hsmf -Aoy Ire of U.S. Nyhway / I (3� d he f# +1 1 a i1 V W for 3G. 16 feat to a Pont Of aavathro d a Curve Gorman@ to the Southwest: theme r4wom etatyanth , are d sa c va h" a*yfe Of 35" OGIDO' for 16234 feet to a poet d unganoy. theme N53 I8r W for 972.54 isd to Ow Pauli of 0 vfatisre Of A ourve eoncwe W ON Northeast chance noresucAwly an she we d end cum twvag a radar of 3G 1.02 feet and a aswbrat **a d 1 A' 25` 40 for 90.'91 test: to a Mot of twogi& q, Ow me e N39"d 1 W for 173.51 fad to the poem of Oevatrrc of a curw aoncava to the w rthaaat, tisfioa rorttsyawvrey an mad "or an one arc aA toad ""a be" a r a d ius o f 444.85 tad and a cefrsl Angie d 62 for 488.15 fed to a Pont of tmw)M ,, deetw: N23• 1352• E for 1122.43 look tlwsnoe t44$'3*Vr E for 276.04 lest to a point of curvok" of a curve eonrave to the. NorMwmki thence qty 00 the arc of Bard curve heavy a mein» of 3684.55 toot and a antral angle d 2'32'30' for s dnstanaa of 163.13 fed to this POINT OF EICCAW ING of viw this harukw doodled rafcal b, thecce Not: 4'9'43 W for a Job"as of 220.84 fad to a pant d curvature d a w a curve eva to this Soutlunk thence on tfisarc d sad curve hawing a rash" Of 40.00 teat and a catkrrd $ngfa of 89'23'20' for 62.41 lad to a pow d tar►ger&A thwecs N42'3813' E for a distance of 127.551611k them S48' I V2 -V 0 Car a deduma of 258.97' loot, tier" 541'463G' W for a distance of 97.29 Mel to a pant Of amvawrs of a as" OwKwa to ft No ewoo ; thence sou"Micetery an the we d saw act" If" a ardor$ of 3C6C.55 feet and A cantrsl angle Of I.11'01 • for a All n" d 7G.16 fist t ct to the POINT Or Veaff Nf6. Centsnseg 435,010 lint, ff. 11.0 1 a0va. PARCEL C A parcel d land on And Adjacent to Stoll* Island, Manros County, None and pared bury a part of the hands daaahbed in TOP Deed No. 19099 (Dowd book 632 at Page 32 of the rubble Rarards of this sad Country. 711; Do" No. 23257 (Official Record book 2G9 at rage s I4 d the sod PuMm Reswdy and TO P Deed No. 24067 (0101"M Re4wo book 353 at PAge 32 Of the Cued rubhe Rood eta•. fns sad ponce d toad bay W*n* witch the aanpeobe of the sod TNr Deeds matsrwd to shows the and parole be" w mw Sm"o 2C and 27. T67 South. R23S Cask and t and pwrai of Ind b" 0"0*0 W steksa and bouvi as follows; COMMI500! at the nf*r*&A wh of the saatdV "#*-O# me of iwmw ca sa3a go" %s A the northerly nglnE'aT"wwy Aron of U.S. hePwoy N l (teats Real 05). tlamas N 16* 41' l8" W Mr 34. I c teat to a pomu of harvatum of a akva concave to this Southiumak thaws nsrWoeatapY 00the are or said curve Kwhmg a radrro of 265w teat and a aentrit W46 d 36VI; 4" fo 1 ;2.34 krat to a paint of fart oW,, thance V9347' f b' W for 272.86 fad to this pant of curvature: of a Gana concave to the Northeast: teens hrrrthmotety sin bare arc o f fwd ovine having a radw,w of 3G 1.42 teat and a central aryl@ of 14. 25' 40' far 90.91 fast to a point of taryaeoy, thence M39.213C W fa 273.51 fad to tha powut d aavalwe of • revs Concave to the Northeast, thane notlwaterV on and nordhaeta* on the arc of said Curve havuy a cedars of 449.851" and a antral angle of 62 for 488.15 fed to a pant of tan g&W, thence N23' 1 3.52' E for 1122.43 lid, thence N45'3007' E for 27C.04 feet to a paint of curoboc d a cosmic ceacave to the Nordaaask dharh0e nordwale4i on des are of tad curve hating a wAus OF 3G8G.55 feet and a caress mgia of 3'4331' for a #stems d 239,G9 fast: theme N41 C* E for a distance of 97.29 tout to the POINT Or BEGMWG of the berwndbr descrksd Parcel C: tlneahs f148' 18'2A' W ter a diatath0e d 256.67 tact; tfrence NA2'3813• E far a defame d 172.77 fast-, thence 348'13'24 E for a Jetarrs of 249.02 Met; t once 3414G3C W for a dutenK of 172.50 feet back to the POINT Or CEGINNING. Cerlkauang 43,769 sal. ft. / 1 .0 1 acres. f ARGIL 0 A parad of Ind an and adpGant to Stock Island. Monroe County, Honda: sand pared o" a Pot of the Yids deacrded in TW Dead No. I OG99 (DwJ Book G.f' 2 at rage 32 OF the rubhe Records of the sod ceurdy, TIIP Deed No. 23257 (ORnad Record Book 2G8 at r"a S I G of the sod Public Records) are Tiff Dead No. 24067 (Official RecoN Book 355 At P age 32 of the tad Pf&c; Records, the sod parcel of lard Ming ohbray NOW the coopos to of the end nlr Mods do? d to Abaw; the sad pwc d yang uathn Section 2G and 27. TG7 South, K25 last; and the sad Parcel of lard bray desenbsd toy areteis and bounds as knows: COMMENCE At the .00 saw" of tie watery ry)hbOP.wviy line Of Junior Cellega Road with the northoly nghFot way lens of U.S. tMghwsy 01 (Stets Road I5), thence N 1 fr4 i' I8• W Ifr 3G. I G Feet to a pant of Gwwture of a owe concave to the Southwest; dunce nortwssterly an the Arc of sad curve having a radius of 245.00 feet and a central angle of 35'OCW far 162.84 fast to a pant of bnymty; thence M53 C W for 272.SG lest to this pant all asysture d a cum Gsscoa to the Northeast: theirs nortsysrterfy on the arc of said curve Meng a raavis d 361.02 fed and a earolal angled 14' 2S 40' for 90.91 fast to a pant of txywhq; theme N39.21'3C w for 273.51 fad to the Pont Of cww*W s of a curve covers to the Nadxrt; thence nort1wastarly on end romdWNW4rAy On the are 01 sad curve henry a radars of 446.85 feet and a central An& 01 C2'3S 10' Iw 488.15 lost to apart of %"&W. thins N23 E for 1 122.43 feat, thence 445 E for 27G.04 fed to a peat of curvewra of a curve concave to the Northwask thence, nondeaataty on the arc of sod Ours having a radars d 3GEG.55 toot and a 4d" amgfa of 3 I' for a distance of 239.69 feet, thorns 441'4636' E for a Jounce of 249.79 feet to the POINT Or WINNING d the IWSarltw die rbcJ r arcd IT. thence N48' 13'24' W for a dwuanc@ of 249.02 hut; theme N42'3813' E for a aster" of 15.71 Mel to the pant of curvetwe of a anus sncea to the 5GUdraat; thence northosstery on eta aro of Saul curve hmry a radars d 300.00 Mel and a central aryls of 23'5522' for 125.26 teat to a pout of tangency; dente NG8'544W ! for a Jounce d C9.99 tool thanes 348 E fare Jounce of 1 60.71 Mel thence $41 W for a Jounce of 32.13 feat; thane 548' 18'24' E for a Jounce of 15.00 feet, thence S4 I.4C3C' W for a a-mit of 195.87 test bask to the POINT OF CEGINNING. COmto" 44.227 s4. ft. / 1.02 acres. . , { a: a ; ii a{ , , 04 a 1POSM to SWck Islamd. MONV4 GolInty, MW,6 parcel 0 " a Pose se d the Noll Koc&rgA Of "w" Co Tw p No, 1 SA part Of use "de Aria mw m Ifir Dow Na t 99" 6)*&d so(* C-32 at (Offww R-om so Be* at P*Sc 49 Of th- -W Puboo floowd U GAd Ow " Cd bad " 6" woo" the "Woo" of OW "W TW 0 "la IMA " wel " " 540 bQM d 2C an 2 Town" C7 3 2 ?57 P&" kdcoj Book ZCO At Rigs 51 Ol W4 A F*kc A *14 TUF O"d 90, 24OC7 COOO&AMOM at thd w&dms4t o f O oso n#* , R 25 b04 and lfw SSW rftc of JAAJ doolo relamd to *Qft� _ brle o r 'W"d 7t f V . bad w4h 65066d by mwkm Arw Ovandw As #04fts. 6%6 1 'f & W for 34. f 4 Wart to A P4ft f a' GO'VAD406 of A COW COACAVO to the -*vmqWA*t " )cWO rA 00 %M Mattl PAW #5), thwe t northady rjV*-o"w lee 04 U4. tjwywAy 0 1 ftext A" 4 ce ^ l k d 35* *CV& ill' 4 92,34 lack to A *60" NSV47 I V W J&. 272 SC took to ft rViat of cwaws of's O"ve o"Cave to tug N "sea" r1o' #w Arc at " C-Uvs am of #*0 OR" A"* raAms of 265,00 OwAm N39'2 1 W - �--- - 'an " A f*k% *1 3C 1 ' lea M W 2 QROM 4446 Of 14' 2W 40* lor $0.9 1 #" t a " of Una 273.61 feet to on " of OwAtme at a calve Corlcom to no IN16ruw%ae t; merice -ftvu" 44 Old mnb"*tC* an ft Mo of sad curvet 0 O"m Of 44G.65 teat teat and p ctAb *U* of CrSSJW kv 4aa, 5 feat to A alc�q mwaor t for 274.04 tea to A po" of Owswa Of a Oir" cooco" to roult o t*r4& t llaw�& N f 3'5'1' I! fw I I M43 Ida O Nor �' * Aft* OM OWAIC *1 " 4WW" * "" of 36%.5s 144 1 W 0 Ast * 4 a 5 -" 1 44 - 1 tkvlot N4& fo # "b"" *I 15.00 trek flfuras tea 1-416%W C for A JPbM* at 32.13 teat to a* POINT Of WX*W*m of ths harewhimr gascr*ed 61 71 k-0, trier NW55`31 - V for A dObOm of 20,47 toot to ft paint an a carve c0ow to "heats N46'1 24 W fora 46jaw, of f"Aft dft#ICC MrtrW*O-M'ry, on fM 2M of * OW OAC ""A OJAIAS at 167 Uw *r*AvA* A ol'lord bearing 9 9 1 . 49 0 14't for a A s t ama N3&io'Zr E for aj*ta o 79, 13 16ft; dWACS 546 tot &%tm" o f .04 4Mb*& rIf 4 *f 3 &Sl%VkW 127.48 teat to A partly OWAU* -WWNG De&Q* tract c *'*"* 046 A&CIS la` OK LIS$, 188-56 ( OWKe 34 1 *4036* W hw # 4*tsfw& of 221.46 kak- b t the P""T or fteC I r A pwod of WW a *$ 4 4 4 .w4&* to Stoa WNW. M"Ve 2 th 2 ? Colle 32 at "m P *4 of Old 92 W Camby, TIW Dow No. 23M toMmal Roared bojl Ze mm" Record oom ova 355 A P*V SZ Of Nw said pume aftwido; 9w so A" pairs, b " F *t o d ft"A"Ab 4 oscntrad (a TV Oftid No. I S M Mead book 442 At ty. rbrT4*' jet r*P 51 4 Of "M sod r0fil: Ka*2wwW ownw DoZ No. 2,40G7 fr+ecu of 4"4 drom* vAftn 04 cumposta of Ow %aw Tiff Dead& rwarma to Opine the *OW rwoW " WA"m aacf- 2 C AM 27 - TOOMONtp C7 bmjk. P-vW 25 Wk sect the a d p .of Ond of J Couge Mm *0 Ow nowitiart/ COA*AM(Z at 4wafarly rot OfWWO byp #I #rod " A" SM mot f"At a" A caftM SS lea I r.2.34 Ig4t to 4 pmr& d U g Road 6*4 1 " V W ( Or ", 1 4 144 to A pawA of CWV&tffd Of A a."" the UMWA tffraee 9 3 9'2 19 6' ' W e 6 ,, * , r Imw* W I y 4 of " W car " h 0 f 3 C 1. 1 a a v W. M wrOnr - 4ow tf`wNoMh&W'O W for 272.% tea to tba pw* of 00vagave of a RM$l lect t th pqo* of cumIkW 0 A Gw to the No 4 & 4& for 94.91 &Vw oftaft to C OW k" 0 I'Ma of 44G.66 lea jod 0 cc "" erog or C2 . o 3 40 W*o '00 to to a pwo of true N4 $ 0" f fo G.04 te t t Iw a posit of 0 f 00m ftwo a arm s M 3( w y & f m g* , tomft Nor OWd At � a b ftoss t . %-,* matk"otwily 0" arld wx""Matly on aw wv of 114111 .1 s feet to " of 4"wr. avAl M23 ssr 1! lor 11 22.43 hSdU Afar tea and 0 C&OW -46 of 3 tar swt* C # ".Ce 'a Wec . 6 "WoMe"d* &' LS d 94 t * 4 GS C' e kw & Ak&-Ad 4 1 435 " lo k . "c of sad c W" W- a radius, of 3VSC M ootimoot 251.34 (set', W.&VO .3 fdot to the rcwt or BEGWMW, "mug "49r f 3 W k a **#me of M7 1 t"Pon of 1 540 fact, themes, N4 1 'AC34* f for a A*Avs at 253X on tm S AMPOM C ftw a I*tb"" of 243.56 leet; fomt, Mato# Numsm' r w beaNNNG 045c tract C*Atw* 1,02 Acre& mw oft trso- LSOfte 54 1 * 4CZW W tar a ASUN%" of 1 C4.71 Amd b" to the row 01 PAPZEL G A pmrLW ot U eA l 00 and mj)xcmt to Stag W&rW. Mot b"4 A FVM of Page 32 *1 the P K of O.,C Wad Cft* roe County No, 23257 (01010M g gwrd , Doc* the Mods j etws iewf# Me Dead Na I UM pim" Doak G-52 at (OROwl Rac "M DOOk 355 at FWO 32 of the ejad*F*f,4 TI)P Dead gAGorga; .24OC7 the wid "Vw of um omimpow" of "m Saw Tw Onds referred to show, y owqs h p G7 S aAh. " 5 1 C of " AAW PuM4 the A " Food yang *MO Sections 2Q* and 27 U"rds) and T#F' NO GOMNm4m at tm Otersoct." of L40 00" ftjhtde*_*Qy h o f j 25 V K Cash * MW the "0 pae4cl at laad 6hft4.Msp*a4 b# " et and bowlalw A& km&Ajsr ea *" "A%Artr U-S' 104 fad MUfAt U44 of -WVAW4 a A carve concave fV era SM*A*Sk UWMO (Or 149,34 tea to A park � " W " gopty an ft Aft 41 SAW orm b" a r&Avb of 26340 tho Nvmhtx*t� uwkv "w*ftV*" on the o f t thow N53471 & W for 272.3G feet to ft P O N * o f O)ftftft of a carve *M&UV to tbw� 1413� 1 U W AM Of SAW O^o ho"Moa nk4m d 3C 7.02 let Ow of 14"M 40 for fts I teen to 4 rMit of tmri let arts , csrkc# Iftfq ocft�% tar 273.51 feet to the PoAt of carve bm" a ra" 04 A4c.45 led and a --we off a cwm corma" to aw modhasok "Mace N4 S"JOX)7r* p Of CP #W466.1 5 foot " f 27r,. F&4 to a PotAt of ap"hwe of A avve _W -Vowosta* a" " r4rftA*wrV an 00 am of soil .jaA &a ON Moromftaft thence thence awr Of 3'#3'3 1 . for A 48 1 6. 2".0 40 Nn,l 31r a W I # 22 ' 43 W14 f;�W j ►, A 4 totwAce lee to df4 OONT of be"N"S. Owtuastarty t1w am 41 saw COW now F661% tharict 441 *4 0 4 4 1 0"ce of 46.22 seat-, N2M7VV W 324* W kw a A*N o f j 5.00 tGsgewy N W= 05 27 * 370M 1! for a 40 t8das of 247%55 IOOL- t ar di� of "S- ftm" N34-oSVW 008 "bOd trier COMLOM 0.2S # Maft OK Lod! ftrico 54 f *AC W for a ^" of 4C.SJ soar opa to ow POINT or WGIN *4"G� to