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05/17/2017 AgreementKevin Mad* cPA Clerk of the Circuit Court & Comptroller — Monroe County, Florida DATE: May 30, 2017 TO: Dave Tegreene, Project Manager Project Management VIA: Tammy Sweeting Executive Assistant FROM: Pamela Hanc k, C. SUBJECT: May 17 BOCC Meeting Enclosed is a duplicate original of Item Q6, Contract with Pedro Falcon Electrical Contractors, Inc. for the demolition of old and installation of new transfer station offices in the amount of $1,105,410.00, for your handling. Please be sure to forward a copy of the Public Construction Bond once you have received it. Should you have any questions, please feel free to contact. me at extension 3130. cc: County Attorney w/o document Finance File ✓ KEY WEST 500 Whitehead Street Key West, Florida 33040 305- 294 -4641 MARATHON 3117 Overseas Highway Marathon, Florida 33050 305 - 289 -6027 PLANTATION KEY 88820 Overseas Highway Plantation Key, Florida 33070 305 - 852 -7145 PK/ROTH BUILDING 50 High Point Road Plantation Key, Florida 33070 305- 852 -7145 Demolition of Old and Installation of New Transfer Station Offices SECTION 00500 AGREEMENT Agreement Between Owner and Contractor Where the basis of payment is a STIPULATED SUM AGREEMENT Made as of the �� day of , 2017 BETWEEN the Owner: Monroe County Board of County Commissioners 500 Whitehead Street Key West, Florida 33040 And the Contractor: PEDRO FALCON ELECTRICAL CONTRACTORS, INC. d /b /a PEDRO FALCON CONTRACTORS, INC. 31160 Avenue C BIG PINE KEY, FL 33043 -4516 For the following Project: Demolition of Old and Installation of New Transfer Station Offices Scope of the Work The Scope of Work shall include, but not be limited to, all work shown and listed in the Project Drawings and Specifications. The Contractor is required to provide a complete job as contemplated by the drawings and specifications, which are a part of this bid package. The Contractor shall furnish all labor, supervision, materials, power, tools, equipment, supplies, permits and any other means of construction necessary or proper for performing and completing the Scope of Work, unless otherwise specifically stated. 1.1 SCOPE OF WORK 1) Demolish and remove the existing Scale Offices and Old Scales and Scale Pits. Replace the existing offices with new modular office units as required in the project documents at the three (3) Transfer stations on Card Sound Road (MM 110 Card Sound Road) in Key Largo, on Overseas Highway in Long Key (MM67 Overseas Hwy.), and on Blimp Road in Cudjoe Key (MM 21 Overseas Hwy.). AGREEMENT 00500- Page 1 of 16 Demolition of Old and Installation of New Transfer Station Offices II) In addition, after the offices are completed and operations of the scale activities has been transferred to the new office, complete the removal and return of the Temporary Office Trailers to the supplier, and restore the temporary office sites as stated in the specifications and drawings. The removal includes removal of the temporary electrical service and the associated poles, wiring and equipment, Sanitary Sewer lines and water service lines servicing the temporary Trailers, removal of communication cabling and services from the temporary trailers and other site ancillaries. The work is required to be completed without limiting or interrupting the operations at the sites. Contractor shall protect all adjacent surfaces during demolition and construction including trenching. Damage caused to adjacent surfaces by the work will be the responsibility of the Contractor to repair or replace to existing conditions. Utility locates will be the responsibility of the Contractor. See additional notes on Demolition attached with the Asbestos Test results for all three (3) locations. The scope of work shall include all work shown and listed in the project drawings. The Contractor is required to provide a complete job as contemplated by the drawings and specifications, which are a part of this bid package. The Contractor shall furnish all permits (Permit numbers 16306141,16308616, 16206140,16208620, 16306139, 16108617), labor, supervision, materials, power, tools, equipment, supplies, and any other means of construction necessary or proper for performing and completing all work in accordance with the Contract Documents. 1. Establish and install the new electrical service and structure. 2. Migrate all remaining utilities from the existing building to be demolished to the temporary structures. 3. Demolition and replacement of existing transfer buildings and utilities. 4. Demolition of retired scale metal and concrete lid. 5. Build foundations for new structures. 6. Install modular pre- manufactured buildings to serve as new offices and scale house. 7. Build ADA building access ramps and parking. 8. Migrate all facilities and connect new structures to existing sewer systems, communication systems, camera systems, and scale systems. 9. Contractor to schedule, coordinate, and implement a transfer of the scale operations without interruption or limiting of service operations of the scale or ancillary operations. 10. Contractor to provide written schedule for all phases of the work. 11. Provide proper work site conditions including access control to maintain a safe environment for Contractor employees, site customers, and site employees. 12. The Contractor shall post one (1) weather resistant job site sign a minimum of 24 inches by 36 inches with two (2) inch high black block lettering on white background, clearly stating the name of the project, start and finish dates, a minimum of thirty (30) calendar days before commencement of work and list the County Commissioners. The Contractor shall be responsible for complying with regulations, approvals, and permitting by the: Florida Department of Transportation, Monroe County Growth Management, Monroe County Building Dept., Fire Marshall, and any other permitting or regulatory agencies as applicable. ARTICLE 1 The Contract Documents The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Proposal Documents, Addenda AGREEMENT 00500- Page 2 of 16 Demolition of Old and Installation of New Transfer Station Offices issued prior to execution of this Agreement, together with the response to RFP and all required insurance documentation, and Modifications issued after execution of this Agreement. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Article 9. In the event of a discrepancy between the documents, precedence shall be determined by the order of the documents as just listed. ARTICLE 2 The Work of this Contract The Contractor shall execute the entire Work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others, or as follows: N/A ARTICLE 3 Date of Commencement and Substantial Completion 3.1 The date of commencement is the date to be fixed in a notice to proceed issued by the Owner. The Contractor shall achieve Substantial Completion of the entire Work not later than One Hundred and Twenty (120) calendar days after the date of commencement or issuance of a Notice to Proceed. The time or times stipulated in the contract for completion of the work of the contract or of specified phases of the contract shall be the calendar date or dates listed in the milestone schedule. Liquidated damages will be based on the Substantial Completion Date for all work, modified by all approved extensions in time as set forth by the Director of Project Management's signature of approval on the Certificate of Substantial Completion. The liquidated damages table below shall be utilized to determine the amount of liquidated damages. The Contractor's recovery of damages and sole remedy for any delay caused by the Owner shall be an extension of time on the Contract. ARTICLE 4 Contract Sum 4.1 The owner shall pay the Contractor in current funds for the Contractor's performance of the Contract the Contract Sum of One Million One Hundred and Five Thousand Four Hundred Ten and no /100 Dollars ($ 1,105,410.00), subject to additions and deductions as provided in the Contract Documents. AGREEMENT 00500- Page 3 of 16 FIRST SECOND 31ST DAY & CONTRACT AMOUNT 15 DAYS 15 DAYS THEREAFTER Under $50,000.00 $50.00 /Day $100.00 /Day $250.00 /Day $50,000.00- 99,999.00 100.00 /Day 200.00 /Day 750.00 /Day $100,000.00- 499,999.00 200.00 /Day 500.00 /Day 2,000.00 /Day $500,000.00 and Up 500.00 /Day 1,000.00 /Day 3,500.00 /Day The Contractor's recovery of damages and sole remedy for any delay caused by the Owner shall be an extension of time on the Contract. ARTICLE 4 Contract Sum 4.1 The owner shall pay the Contractor in current funds for the Contractor's performance of the Contract the Contract Sum of One Million One Hundred and Five Thousand Four Hundred Ten and no /100 Dollars ($ 1,105,410.00), subject to additions and deductions as provided in the Contract Documents. AGREEMENT 00500- Page 3 of 16 Demolition of Old and Installation of New Transfer Station Offices 4.2 The Contract Sum is based upon the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: Alternate No. Cudjoe # 3: Add underground power instead of overhead One Thousand Nine Hundred and Thirteen and 00/100 Dollars ($1913.00) Alternate No. Long Key # 3:: Add underground power instead of overhead One Thousand Nine Hundred and Thirteen and 00/100 Dollars ($1913.00) Alternate No. Card Sound # 3: Add underground power instead of overhead One Thousand Nine Hundred and Thirteen and 00/100 Dollars ($1913.00) ARTICLE 5 Progress Payments 5.1 Based upon Applications for Payment submitted by the Contractor to the Director of Project Management, and upon approval for payment issued by the Director of Project Management and Architect, the Owner shall make progress payments on account of the Contract Sum to the contractor as provided below and elsewhere in the Contract Documents. 5.2 The period covered by each Application for payment shall be one (1) calendar month ending on the last day of the month, or as follows: 5.3 Payment will be made by the Owner in accordance with the Florida Local Government Prompt Payment Act, Section 218.735, Florida Statutes. 5.4 Each Application for Payment shall be based upon the Schedule of Values submitted by the Contractor in accordance with the Contract Documents. The Schedule of Values shall allocate the entire Contract Sum among the various portions of the Work and be prepared in such form and supported by such data to substantiate its accuracy as the Director of Project Management may require. This schedule, unless objected to by the Director of Project Management, shall be used as a basis for reviewing the Contractor's Applications for Payment. 5.5 Applications for Payment shall indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. 5.6 Subject to the provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: 5.6.1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the total Contract Sum allocated to that portion of the Work in the Schedule of Values, less retainage of ten percent 10 %. Pending final determination of cost to the AGREEMENT 00500- Page 4 of 16 Demolition of Old and Installation of New Transfer Station Offices Owner of changes in the Work, amounts not in dispute may be included in Applications for Payment. The amount of credit to be allowed by the Contractor to the Owner for a deletion or change which results in a net decrease in the Contract Sum shall be the net cost to the Owner, less Overhead, Profit and Documented Costs incurred prior to the change Request, as indicated in the corresponding line item in the Approved Schedule of Values for that line item as confirmed by the Director of Project Management. 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. 5.6.2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing), less retainage; 5.6.3 Subtract the aggregate of previous payments made by the Owner; and 5.6.4 Subtract amounts, if any, for which the Director of Project Management has withheld or nullified a Certificate for Payment as provided in Paragraph 9.5 of the General Conditions. 5.7 Retainage of ten percent (10 %) will be withheld in accordance with Section 218.735 (8) (b), Florida Statutes. 5.8 Reduction or limitation of retainage, if any, shall be as follows: Monroe County is exempt from and not subject to Florida Statutes, Section 255.078, "Public Construction Retainage". Reduction or limitation of retainage, if any, shall be reduced incrementally at the discretion of and upon the approval of the Director of Project Management. ARTICLE 6 Final Payment Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when (1) the Contract has been fully performed by the Contractor except for the Contractor's responsibility to correct nonconforming Work as provided in Subparagraph 12.2.2 of the General Conditions and to satisfy other requirements, if any, which necessarily survive final payment, and (2) a final approval for payment has been issued by the Director of Project Management. Such final payment shall be made by the Owner not more than twenty (20) days after the issuance of the final approval for payment. The following documents (samples in section 01027, Application for Payment) are required for Final Payment: (1) Application and Certificate for Payment (2) Continuation Sheet (3) Certificate of Substantial Completion (4) Contractor's Affidavit of Debts and Claims (5) Contractor's Affidavit of Release of Liens (6) Final Release of Lien AGREEMENT 00500- Page 5 of 16 Demolition of Old and Installation of New Transfer Station Offices (7) Contractor shall provide two (2) hard copies in tabulated divided binders and one (1) saved electronically tabbed and indexed in Adobe Acrobat file (.PDF) format delivered on a downloadable CD /DVD of all the following, but not limited to: A. Project Record Documents (As Built Documents). B. Operating and maintenance data, instructions to the Owner's personnel. C. Warranties, bond and guarantees. D. Keys and keying schedule. E. Spare parts and maintenance materials. F. Electronic copies of approved submittals. G. Evidence of payment and final release of liens and consent of surety to final release (includes final release from all utilities and utility companies). ARTICLE 7 Miscellaneous Provisions 7.1 Where reference is made in this Agreement to a provision of the General Conditions or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. 7.2 Payment shall be made according to the Florida Local Government Prompt Payment Act and Monroe County Code. 7.3 Temporary facilities and services: As described in Section 01500, Temporary Facilities, of the General Conditions. 7.4 Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Board of County Commissioners. 7.5 A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a proposal on a contract with a public entity for the construction or repair of a public building or public work, may not submit proposals on leases of real property to public entity, may not be awarded or perform work as contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of thirty -six (36) months from the date of being placed on the convicted vendor list. 7.6 The following items are included in this contract: AGREEMENT 00500- Page 6 of 16 Demolition of Old and Installation of New Transfer Station Offices a) Contractor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03, Florida Statutes, running from the date the monies were paid to Contractor. b) Governing Law, Venue, Interpretation, Costs, and Fees: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Contractor agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The Parties waive their rights to trial by jury. The County and Contractor agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. c) Severability. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Contractor agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. d) Attorney's Fees and Costs. The County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs as an award against the non - prevailing party, and shall include attorney's fees and courts costs in appellate proceedings. e) Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Contractor and their respective legal representatives, successors, and assigns. f) Authority. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all AGREEMENT 00500- Page 7 of 16 Demolition of Old and Installation of New Transfer Station Offices necessary County and corporate action, as required by law. Each party agrees that it has had ample opportunity to submit this Contract to legal counsel of its choice and enters into this agreement freely, voluntarily and with advice of counsel. g) Claims for Federal or State Aid. Contractor and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. h) Adjudication of Disputes or Disagreements. County and Contractor 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 the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This Agreement is not subject to arbitration. Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Contractor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. j) Nondiscrimination. The parties 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. The parties 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 VII of the Civil Rights Act of 1964 (PL 88 -352), which prohibit discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC §§ 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 § 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC §§ 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, §§ 523 and 527 (42 USC §§ 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 §§ 3601 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 §§ 1201), as amended from time to time, relating to AGREEMENT 00500- Page 8 of 16 Demolition of Old and Installation of New Transfer Station Offices nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 13, Article VI, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 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. k) Covenant of No Interest. County and Contractor covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. Code of Ethics. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. m) No Solicitation /Payment. The County and Contractor warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Contractor agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. n) Public Records Compliance. Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. AGREEMENT 00500- Page 9 of 16 Demolition of Old and Installation of New Transfer Station Offices Pursuant to F.S. Sec. 119.0701 and the terms and conditions of this contract, the Contractor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (2) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Contractor does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. AGREEMENT 00500- Page 10 of 16 Demolition of Old and Installation of New Transfer Station Offices IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305 - 292 -3470 BRADLEY - BRIAN@ MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH Street, SUITE 408, KEY WEST, FL 33040. o) Non - Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the Contractor 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. p) 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 and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. q) Legal Obligations and Responsibilities: Non - Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. r) Non - Reliance by Non - Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third - party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Contractor agree that neither the County nor the Contractor or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. s) Attestations. Contractor agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement. AGREEMENT 00500- Page 11 of 16 Demolition of Old and Installation of New Transfer Station Offices t) No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. u) Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. v) Hold Harmless and Indemnification. Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Contractor shall defend, indemnify and hold the COUNTY and the COUNTY's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of Contractor or any of its employees, agents, contractors or other invitees during the term of this Agreement, (B) the negligence or recklessness, intentional wrongful misconduct, errors or other wrongful act or omission of Contractor or any of its employees, agents, sub - contractors or other invitees, or (C) Contractor's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the COUNTY or any of its employees, agents, contractors or invitees (other than Contractor). The monetary limitation of liability under this contract shall be not less than $1 million per occurrence pursuant to F. S. 725.06. Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. In the event that the completion of the project (to include the work of others) is delayed or suspended as a result of the Contractor s failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. Should any claims be asserted against the County by virtue of any deficiency or ambiguity in the plans and specifications provided by the Contractor, the Contractor agrees and warrants that the Contractor shall hold the County harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the County's behalf. The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification provided for the above. w) 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 AGREEMENT 00500- Page 12 of 16 Demolition of Old and Installation of New Transfer Station Offices are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. x) Disadvantaged Business Enterprise (DBE) Policy and Obligation. It is the policy of the County that DBE's, as defined in C.F.R. Part 26, as amended, shall have the opportunity to participate in the performance of contracts financed in whole or in part with County funds under this agreement. The DBE requirements of applicable federal and state laws and regulations apply to this Agreement. The County and its Contractor agree to ensure that DBE's have the opportunity to participate in the performance of the Agreement. In this regard, all recipients and contractors shall take all necessary and reasonable steps in accordance with applicable federal and state laws and regulations to ensure that DBE's have the opportunity to compete and perform contracts. The County and Contractor and subcontractors shall not discriminate on the basis of race, color, national origin or sex in award and performance of contracts, entered pursuant to this Agreement. y) Agreements with Subcontractors. In the event that the Contractor subcontracts any or all of the work in this project to any third party, the Contractor specifically agrees to identify the COUNTY as an additional insured on all insurance policies required by the County. In addition, the Contractor specifically agrees that all agreements or contracts of any nature with his subcontractors shall include the COUNTY as additional insured. z) Florida Green Building Coalition Standards. Monroe County requires its buildings to conform to Florida Green Building Coalition standards. Special Conditions, if any are detailed in Section 00100 of the Project Manual for this Project. 7.7 Any written notices or correspondence given pursuant to this contract shall be sent by United States Mail, certified, return receipt requested, or by courier with proof of delivery. Notice shall be sent to the following persons: For Contractor: Christian Brisson Pedro Falcon Electrical Contractors, Inc. 31160 Avenue C Big Pine Key, Florida 33043 For Owner: Director of Protect Management 1100 Simonton St., Room 2 -216 Key West, Florida 33040 Assistant County Administrator, PW & E 1100 Simonton St Key West, Florida 33040 AGREEMENT 00500- Page 13 of 16 Demolition of Old and Installation of New Transfer Station Offices ARTICLE 8 Termination or Suspension 8.1 The Contract may be terminated by the Owner as provided in Article 14 of the General Conditions. ARTICLE 9 Enumeration of Contract Documents 9.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated as follows: a) Drawings: Cudjoe Key — A -1, Reece Survey CK -C1, CK -A1 to CK -A5, CK -S1 to CK -S2, C -1 to C -4, E -1 to E -3, and M -1 to M -7. Long Key- A -1, Reece Survey LK -C1, LK -A1 to LK -A6, LK- S1,C -1 to C -4, E -1 to E -3, and M -1 to M -7. Card Sound Road- A -1, Reece Survey CS -C1, CS -A1 to CS -A6, CS -S1, C -1 to C -4, E -1 to E -3, and M -1 to M -7. Addenda No. 3 Drawings: DET1 Long Key, DET1 Card Sound and DET1 Cudjoe Key b) Project Manual: Project Manual titled Monroe County Transfer Station Replacement by Pike Architects dated May 3, 2016. 9.1.1 The Agreement is this executed Standard Form of Agreement Between Owner and Contractor. 9.1.2 The General Conditions are the General Conditions of the Contract for Construction. 9.1.3 The Supplementary and other Conditions of the Contract are those contained in the Project Manual dated: May 3, 2016 9.1.4 The Addenda, if any, are as follows: Number Date Page Addenda No. 1 March 21, 2017 Addenda No. 2 March 28, 2017 Addenda No. 3 April 20, 2017 This Agreement is entered into as of the day and year first written above and is executed in at least three (3) original copies of which one (1) is to be delivered to the Contractor. AGREEMENT 00500- Page 14 of 16 Demolition of Old and Installation of New Transfer Station Offices >4e�utlort the Contractor must be by a person with authority to bind the entity. StGN/T THE PERSON EXECUTING THE DOCUMENT MUST BE NOTARIZED. L ' ALA z 1st f4ei l Madok, Clerk By : Deputy Clerk Date A-Li 17 2 11 (SEAL) CONTRACTOR'S Witnesses Attest: Contractor must provide two witnesses signatures Signature: BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor /Chairman o o � X" o CONTRACTOR: o 0 PEDRO FALCON ELECTRIC5k 7M CONTRACTORS, INC., d /b /a .DROz rrn FALCON CONTRACT C) b � 0 Signature: Print Name: A_V - K) 31 Iv:F Print Name: Date: s�d�� Title: Q j / 1zYe y `' and Signature: # Dot Print Name: a•�ca «a J Date: D _r114, / -44 /7 Date: 6S I I!,2 STATE OF FLORIDA, COUNTY OF 197o1JR6 MON OE COUNTY ATTORNEY'S OFFICE Aff ROVES AS TQ FgRAA, PATRICIA EAGLES ASSISTA T COUNTY ATTORNEY DATE: ' I S -11 On this 16 day of /V'qV , 2017, before me, the undersigned notary public, personally appeared Rrissoy , k nown to me to be the perso whose name is subscribed above or who produced Nr9 as identification, and acknowledged that he /she is the person who executed the above contract with Monroe County for Demolition of Old and Installation of New Transfer Station Offices for the purposes therein contained. Notary Public ... LAURA A. STURGEON / Print Name / -ford- ��u /UedM Commission #FF913922 Expires October 9, 2019 D �! D ! `:P,R �,'�`•` Bonded Thru Troy Fain Insurance 800.3857019 My commission expires: / D 9� End of Section 00500 AGREEMENT 00500- Page 15 of 16 Demolition of Old and Installation of New Transfer Station Offices GENERAL REQUIREMENTS Where Project Management is Not a Constructor Section 00750 Section 00970 Section 00980 Section 01015 Section 01027 Section 01030 Section 01040 Section 01045 Section 01050 Section 01200 Section 01301 Section 01310 Section 01370 Section 01385 Section 01395 Section 01410 Section 01421 Section 01500 Section 01520 Section 01550 Section 01560 Section 01590 Section 01595 Section 01600 Section 01630 Section 01640 Section 01700 Section 01710 Section 01720 Section 01730 Section 01740 General Conditions Project Safety and Health Plan Contractor Quality Control Plan Contractor's Use of the Premises Application for Payment Alternates Project Coordination Cutting and Patching Field Engineering Project Meetings Submittals Progress Schedules Schedule of Values Daily Construction Reports Request for Information — (RFI) Testing Laboratory Services Reference Standards and Definitions Temporary Facilities Construction Aids Access Roads and Parking Areas Temporary Controls Field Offices and Sheds Construction Cleaning Material and Equipment Post - Proposal Substitutions Product Handling Contract Closeout Final Cleaning Project Record Documents Operation and Maintenance Data Warranties WARRANTIES 01740 -Page 16 of 16 Q® A l ( v ( — / R CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYY Y) 5/26/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Bowen, Miclette & Britt of Florida, LLC 1020 N. Orlando Avenue Suite #200 CONTACT Angie Desormeaux NAME: PHONE , 407- 647 -1616 FAX 407- 628 -1635 ac No)_ MAIL E .Certificates @bmbinc.com INSURERS AFFORDING COVERAGE NAIC # Maitland FL 32751 INSURERA:Amerisure Insurance Company 19488 11/2/2016 INSURED PEDROFALCO INSURER B :Amerisure Mutual Insurance Comp 23396 INSURERC: _ F CLAIMS -MADE X I OCCUR Pedro Falcon Electrical Contractors Inc. 31160 Avenue C Big Pine Key FL 33043 -4516 INSURER D : APP VE Y ISKI NAGE�AE INSURER E $100,000 INSURER F : MED EXP (Any one person) $5,000 rnvcOAfr rGRTIG NI IMRFR• 916719104 RFVISION NUMBFR! THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF MM /DD/YYYY ) POLICY EXP (MM/DD1YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y GL2192941 11/2/2016 11/2/2017 EACH OCCURRENCE $1,000,000 _ F CLAIMS -MADE X I OCCUR APP VE Y ISKI NAGE�AE DAMAGE TO RENTED PREMISES Ea occurrence $100,000 MED EXP (Any one person) $5,000 PERSONAL &ADV INJURY $1,000,000 BY GEN'L AGGREGATE LIMIT AP PER. POLICY 7 PE � I LOC OTHER: yr— GENERAL AGGREGATE $2,000,000 DATE G,� WAIVER N/ ,YES_ PRODUCTS - COMP /OP AGG $2,000,000 $ A AUTOMOBILE LIABILITY Y Y CA2092939 11/2/2016 11/2/2017 Eaacad.nt $1,000,000 BODILY INJURY (Per person) $ X ANY AUTO A OWNED SCHEDULED AUTOS NON -OWNED HIREDAUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ $ B X UMBRELLA LIAB OCCUR Y CU2092942 11/2/2016 11/2/2017 EACH OCCURRENCE $4,000,000 AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR /PARTNER /EXECUTIVE Y WC2194526 11/2/2016 11/2/2017 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $500,000 E.L. DISEASE - EA EMPLOYE $500,000 OFFICER /MEMBER EXCLUDED? N (Mandatory In NH) N / A E.L. DISEASE - POLICY LIMIT $500,000 If yes, describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) The following policy provisions and /or endorsements form part of the policies of insurance represented by this certificate of insurance. The terms contained in the policies and /or endorsements supersede the representations made herein. Electronic copies of the policy provisions and /or endorsements listed below are available by emailing: certificates @bmbinc.com When required by written contract, those parties listed in said contract, including the Certificate Holder, are added as an Additional Insureds with respect to the General Liability, Auto Liability and Umbrella Liability as afforded by the policy and /or endorsements. See Attached... 1'1= 0TICIrATG I-Inl r1FR rANrFI I ATION ©1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County Board of County Commissioners 1100 Simonton Street Suite 2 -213 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Key West FL 33040 AUTHORIZED ��REPRESENTATIVE ©1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: PEDROFALCO LOC #: A � ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY Bowen, Miclette & Britt of Florida, LLC NAMEDINSURED Pedro Falcon Electrical Contractors, Inc. 31160 Avenue C Big Pine Key FL 33043 -4516 POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE When required by written contract, a Waiver of Subrogation, with respect to the General Liability, Auto Liability and Worker's Compensation is granted to those parties listed in said contract, including the Certificate Holder. The General Liability and Umbrella Liability, certified herein are primary and non - contributory to other insurance available, but only to the extent required by written contract. Project Reference: Demo Old /Install New Transfer Station Offices ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTOR'S BLANKET ADDITIONAL INSURED ENDORSEMENT — FORM A This crdomcmc -it modifies in -wancc provided unck-- the following: L lOM MERCIAL ;SEVERAL LIABIJ — Y 00VERAGE PART Policy Number Agency Number Poky Effective Date CL2092941 0845507 11/2/2018 Policy fExphatiou Date Date Recount Number 111212017 10131/2016 11228245 Named Insured Ag-oney Issuing Company Pedro Falcon Electrical Contraclors, Inc. 13MU of I•lortda, LLC Amerlsure Insurance Go. 1. a SECTION 11 -WHO IS AN INSURED is amerded to add as an additional insured any person or organization (1) '1'Jlru•n ycx,r are reWled to acid a: an uddiliunal loured urr this pulicy ur•c of a wri.tert wrylre-ct ur r:rtten rgreer-a t relating to your business; or (2) Who is named as an addtional insured under this policy on a certificate cf insxance. b. I he written contract,'irTtten agreemert or certificate rt iisuraice must (1) Require additioral insured status for a time period during the term of this poi cy; and (2) Be exe7Aed prior to the "bodly injury', "property damage ", cr'persoral and advertising iryurp" leading to a cbim under this pol cy. c. It, hoy &ever: (1) 'Your vrorlr: bcgor under a late• of in or work ordc ;rind (2) T1*- Iii er n inketil of wc:rk cjidH led Ici a wi I en ccrilw:l (ii wiillwi ngirrrnwil wilhiri lr) c:ays :)r beonning such work; and (3) Your c ustor w's ciMomary contracts require xrzons or organizations to be named as additional incure.cw we will provide acdrtional insured status es specified in tis endorsement, 2. TI - v if prcwidr -e1 MKIM Ihis eintrrsernrril is lirriled as rnl rms, e. That person or organization is ar additional Insured only veith nespeotto lablity caused, in M,tnole or in pert, trf: (1) Premises you: (a) Own; (b) Hert (c) Lease; or (d) t;ccr.py; (2) Orcoing ope ations performed by you or on your Behar. Ongoing operations does not apply tc 'bocity 1njr.rry` or - property damage" occurring after. Includes eopyrigrted rrateriai cf Insurar>ve Services Offiow Inc W 70 481416 Pages 1 of 4 (a) All work to be performed by you or on your behalf for the additional insured(s) at the site of the covered operations is complete, including related materials, parts or equipment (other than service, maintenance or repairs); or (b) That portion of "your work" out of which the injury or damage arises is put to its intended use by any person or organization other than another contractor working for a principal as a part of the same project. (3) Completed operations coverage, but only if: (a) The written contract, written agreement, or certificate of insurance requires completed operations coverage or "your work" coverage; and (b) This coverage part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard ". However, the insurance afforded to such additional insured only applies to the extent permitted by law. b. If the written contract, written agreement, or certificate of insurance: (1) Requires "arising out of language; or (2) Requires you to provide additional insured coverage to that person or organization by the use of either or both of the following: (a) Additional Insured — Owners, Lessees or Contractors — Scheduled Person Or Organization endorsement CG 20 10 10 01; or (b) Additional Insured — Owners, Lessees or Contractors — Completed Operations endorsement CG 20 37 10 01; then the phrase "caused, in whole or in part, by" in paragraph 2.a. above is replaced by "arising out of. c. If the written contract, written agreement, or certificate of insurance requires you to provide additional insured coverage to that person or organization by the use of: (1) Additional Insured — Owners, Lessees or Contractors — Scheduled Person Or Organization endorsement CG 20 10 07 04 or CG 20 10 04 13; or (2) Additional Insured —Owners, Lessees or Contractors —Completed Operations endorsement CG 20 37 07 04 or CG 20 37 0413; or (3) Both those endorsements with either of those edition dates; or (4) Either or both of the following: (a) Additional Insured —Owners, Lessees or Contractors —Scheduled Person Or Organization endorsement CG 20 10 without an edition date specified; or (b) Additional Insured — Owners, Lessees or Contractors — Completed Operations endorsement CG 20 37 without an edition date specified; then paragraph 2.a. above applies. d. Premises, as respects paragraph 2.a.(1) above, include common or public areas about such premises if so required in the written contract or written agreement. e. Additional insured status provided under paragraphs 2.a.(1)(b) or 2.a.(1)(c) above does not extend beyond the end of a premises lease or rental agreement. f. The limits of insurance that apply to the additional insured are the least of those specified in the: (1) Written contract; (2) Written agreement; (3) Certificate of insurance; or (4) Declarations of this policy. The limits of insurance are inclusive of and not in addition to the limits of insurance shown in the Declarations. Includes copyrighted material of Insurance Services Office, Inc. Page 2 of 4 CG 70 48 1015 g. The insurance provided to the additional insured does not apply to "bodily injury', "property damage ", or "personal and advertising injury" arising out of an architect's, engineer's, or surveyor's rendering of, or failure to render, any professional services, including but not limited to: (1) The preparing, approving, or failing to prepare or approve: (a) Maps; (b) Drawings; (c) Opinions; (d) Reports; (e) Surreys; (f) Change orders; (g) Design specifications; and (2) Supervisory, inspection, or engineering services. h. SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, paragraph 4. Other Insurance is deleted and replaced with the following: 4. Other Insurance. Coverage provided by this endorsement is excess over any other valid and collectible insurance available to the additional insured whether: a. Primary; b. Excess; c. Contingent; or d. On any other basis; but if the written contract, written agreement, or certificate of insurance requires primary and non- contributory coverage, this insurance will be primary and non - contributory relative to other insurance available to the additional insured which covers that person or organization as a Named Insured, and we will not share with that other insurance. i. If the written contract, written agreement, or certificate of insurance as outlined above requires additional insured status by use of CG 20 10 11 85, then the coverage provided under this CG 70 48 endorsement does not apply except for paragraph 2.h. Other Insurance. Additional insured status is limited to that provided by CG 20 10 11 85 shown below and paragraph 2.h. Other Insurance shown above. \L INSURED - OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name of Person or Organization: Blanket Where Required by Written Contract, Agreement, or Certificate of Insurance that the terms of CG 20 10 11 85 apply (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of 'your work' for that insured by or for you. CG 20 10 11 85 Copyright, Insurance Services Office, Inc., 1984 Includes copyrighted material of Insurance Services Office, Inc. CG 70 48 10 15 Pages 3 of 4 The insurance provided by this endorsement does not apply to any premises or work for which the person or organization is specifically listed as an additional insured on another endorsement attached to this policy. Includes copyrighted material of Insurance Services Office, Inc. Page 4 of 4 CG 70 48 10 15 Demolition of Old and Installation of New Transfer Station Offices SECTION 00750 GENERAL CONDITIONS OF THE CONTRACT 1.0 GENERAL PROVISIONS 1.1 Basic Definitions 1.1.1 The Contract Documents: The Contract Documents consist of the Agreement between Owner and Contractor, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, addenda issued prior to execution of the Contract, Owners proposal documents, other documents listed in the Agreement and Modifications issued after execution of the Contract, and the Contractor's proposal and supporting documentation. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by Project Management. 1.1.2 The Contract: 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 Architect and Contractor, (2) between Project Management and Contractor, (3) between the Architect and Project Management, (4) between the Owner and a Subcontractor or (5) between any persons or entities other than the Owner and Contractor. The Owner shall, however, be entitled to enforce the obligations under the Contract intended to facilitate performance of the duties of Project Management and Architect. 1.1.3 The Work: The term 'Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project. 1.1.4 The Project: The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by other Contractors and by the Owner's own forces including persons or entities under separate contracts not administered by Project Management. 1.1.5 The Drawings: The Drawings are the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued, showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams. 1.1.6 The Specifications: The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, construction systems, standards and workmanship for the Work, and performance of related services. 1.1.7 The Project Manual: The Project Manual is the volume usually assembled for the Work which may include the proposal requirements, sample forms, Conditions of the Contract and Specifications. 1.2 Execution, Correlation and Intent GENERAL CONDITIONS 00750 -Page 74 of 223 Demolition of Old and Installation of New Transfer Station Offices 1.2.2 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. 1.2.3 The intent of the Contract Document is to include all items necessary for the proper execution and completion of the Work by the contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the intended results. 1.2.4 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. 1.2.5 Unless otherwise stated in the Contract Documents, words which have well -known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. 1.2.6 Where on any of the drawings a portion of the Work is drawn out and the remainder is indicated in outline, the parts drawn out shall also apply to all other like portions of the Work. 1.3 Ownership and Use of Architect's Drawings, Specifications and Other Documents 1.3.1 The Drawing, Specifications and other documents prepared by the Architect are instruments of the Architect's service through which the Work to be executed by the Contractor is described. The Contractor may retain one contract record set. Neither the Contractor nor any Subcontractor, Sub - subcontractor or material or equipment supplier shall own or claim a copyright in the Drawings, Specifications and other documents prepared by the Architect. All copies of them, except the Contractor's record set, shall be returned or suitably accounted for to Project Management, on request, upon completion of the Work. The Drawings, Specifications and other documents prepared by the Architect, and copies thereof furnished to the Contractor, are for use solely with respect to the Project. They are not to be used by the Contractor or any Subcontractor, Sub - subcontractor or material or equipment suppliers unless they are granted a limited license to use and reproduce applicable portions of the Drawings, Specifications and other documents prepared by the Architect appropriate to and for use in the execution of their Work under the Contract Documents. All copies made under this license shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by the Architect. 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 copyright or other reserved rights 1.3.2 Unless otherwise provided in the Contract Documents, the Contractor will be furnished, two (2) original sealed copies and one (1) electronic copy of Drawings, Specifications and the Project Manual free of charge for the execution of the Work. Additional copies may be obtained from Project Management at a fee of $5.00 per page for full size drawings (.25 per page for written specifications or 1 Vx 17" drawings). 1.4 Capitalization 1.4.1 Terms capitalized in these General Conditions include those which are (1) specifically defined, (2) the titles of numbered articles and identified references to Paragraphs, GENERAL CONDITIONS 00750 -Page 75 of 223 Demolition of Old and Installation of New Transfer Station Offices Subparagraphs and Clauses in the document or (3) the titles of other documents published by the American Institute of Architects. 1.5 Interpretation 1.5.1 In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. 2.0 OWNER 2.1 Definition 2.1.1 The Owner is Monroe County. The term "Owner" means the Owner or the Owner's authorized representative. 2.2 Information and Services Required of the Owner 2.2.2 The owner shall furnish initial site surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. 2.2.3 For existing facilities the Owner shall secure and pay for necessary approvals, easements, assessments and charges, required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities except for permits and fees which are the responsibility of the Contractor under the Contract Documents. It is the Contractor's responsibility to secure and pay for the building permit(s) for the project. 2.2.4 Information or services under the Owner's control shall be furnished by the Owner with reasonable promptness to avoid delay in orderly progress of the Work. 2.2.5 Unless otherwise provided in the Contract Documents, the Contractor will be furnished two (2) original sealed copies and one (1) electronic copy of Drawings, Specifications and the Project Manual free of charge for the execution of the Work as provided in Subparagraph 1.3.2. 2.2.6 The Owner shall forward all communications to the Contractor through Project Management and may contemporaneously provide the same communications to the Architect. 2.2.7 The foregoing are in addition to other duties and responsibilities of the Owner enumerated herein and especially those in respect to Article 6 (Construction by Owner or by Other Contractors), Article 9 (Payments and Completion) and Article 11 (Insurance and Bonds). 2.3 Owner's Right to Stop the Work 2.3.1 If the Contractor fails to correct Work which is not in accordance with the requirements of the contract Documents as required by Paragraph 12.2 or persistently fails to carry out Work in accordance with the Contract Documents, the Owner, by written order signed personally or by an agent specifically so empowered by the Owner, may order the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity. GENERAL CONDITIONS 00750 -Page 76 of 223 Demolition of Old and Installation of New Transfer Station Offices 2.4 Owner's Right to Carry Out the Work 2.4.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a three -day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may after such three -day period give the Contractor a second written notice to correct such deficiencies within a three -day period. If the Contractor within such second three -day period after receipt of such second notice fails to commence and continue to correct any deficiencies, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the cost of correcting such deficiencies, including compensation for another contractor or subcontractor or Project Management's and Architect's and their respective consultants' additional services and expenses made necessary by such default, neglect or failure. If payments then, or thereafter, due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. In the event of clean -up issues, Owner has right to provide a minimum of 24 hours notice. In the event of safety issues determined to be of a serious nature, as determined by Project Management, notice will be given, and contractor is required to rectify deficiency immediately. 3.0 CONTRACTOR 3.1 Definition 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout this Agreement as if singular in number. The term "Contractor' means the Contractor or the Contractor's authorized representative. 3.1.2 The plural term "Contractors" refers to persons or entities who perform construction under Conditions of the Contract that are administered by Project Management, and that are identical or substantially similar to these Conditions. 3.2 Review of Contract Documents and Field Conditions by Contractor 3.2.1 The Contractor shall carefully study and compare the Contract Documents with each other and with information furnished by the Owner pursuant to Subparagraph 2.2.2 and shall at once report to Project Management and Architect errors, inconsistencies or omissions discovered. The Contractor shall not be liable to the Owner, Project Management or Architect for damage resulting from errors, inconsistencies or omissions in the Contract Documents unless the Contractor recognized such error, inconsistency or omission and knowingly failed to report it to Project Management and Architect. If the Contractor performs any construction activity knowing it involves a recognized error, inconsistency or omission in the Contract Documents without such notice to Project Management and Architect, the Contractor shall assume appropriate responsibility for such performance and shall bear an appropriate amount of the attributable costs for correction. 3.2.2 The Contractor shall take field measurements and verify field conditions and shall carefully compare such field measurements and conditions and other information known to the Contractor with the Contract Documents before commencing activities. Errors, inconsistencies or omissions discovered shall be reported to Project Management and Architect at once. GENERAL CONDITIONS 00750 -Page 77 of 223 Demolition of Old and Installation of New Transfer Station Offices 3.2.3 The Contractor shall perform the Work in accordance with the Contract Documents and submittals approved pursuant to Paragraph 3.12. 3.3 Supervision and Construction Procedures 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under this Contract, subject to overall coordination of Project Management as provided in Subparagraphs 4.6.3 and 4.6.5. 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons performing portions of the Work under a contract with the Contractor. 3.3.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of Project Management in its administration of the Contract, or by test, inspections or approvals required or performed by persons other than the Contractor. 3.3.4 The Contractor shall inspect portions of the Project related to the Contractor's Work in order to determine that such portions are in proper condition to receive subsequent work. 3.3.5 The Contractor shall verify that the Construction Documents being worked with are the most recent and updated available, including all Addenda information. Also the Contractor will perform the work strictly in accordance with this contract. 3.4 Labor and Materials 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. 3.4.2 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. 3.4.3 The Contractor is responsible for the conduct of his employees at all times. Misconduct, destruction of property, unsafe practices, or violation of any Federal or State regulations including abuse of alcohol or drugs, will be cause for permanent dismissal from the project. If any Contractor's employee is determined to be detrimental to the Project, as deemed by Project Management, the Contractor will remove and /or replace the employee at the request of Project Management. Employees dismissed from the project will be transported from the job site at the Contractor's expense. 3.4.4 The Contractor shall be totally responsible for the security of his work, materials, equipment, supplies, tools, machinery, and construction equipment. 3.4.5 The Contractor shall be responsible for complete, timely and accurate field measurements as necessary for proper coordination, fabrication and installation of his materials and equipment. The Contractor agrees to cooperate with Project Management, if required, to GENERAL CONDITIONS 00750 -Page 78 of 223 Demolition of Old and Installation of New Transfer Station Offices accommodate any discovered variations or deviations from the Drawings and Specifications so that the progress of the Work is not adversely affected. 3.5 Warranty 3.5.1 The Contractor warrants to the Owner, Project Management and Architect that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform with the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. If required by Project Management, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. 3.6 Taxes 3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work or portions thereof provided by the Contractor which 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 and Notices 3.7.1 The Contractor shall secure and pay for all permits, impact fees, governmental fees, licenses, inspections, testing, surveys and utility fees required by Federal, State, Municipal or Utility entities having jurisdiction over the project for the proper execution and completion of the Work which are customarily secured after execution of the Contract and which are legally required at the time bids are received. The Contractor will be responsible for all building permit costs or impact fees required for this project. The Contractor shall secure and pay for all building and specialty permits including plumbing, electrical, HVAC, etc. 3.7.2 The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of public authorities bearing on performance of the Work. 3.7.3 It is not the Contractor's responsibility to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations. However, if the Contractor observes that portions of the Contract Documents are at variance therewith, the Contractor shall promptly notify Project Management, Architect and Owner in writing, and necessary changes shall be accomplished by appropriate Modification. 3.7.4 If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to Project Management, Architect and Owner, the Contractor shall assume full responsibility for such Work and shall bear the attributable costs. 3.9 Superintendent 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. Important communications shall be confirmed in writing. Other communications shall be similarly confirmed on written request in each case. The GENERAL CONDITIONS 00750 -Page 79 of 223 Demolition of Old and Installation of New Transfer Station Offices superintendent shall be satisfactory to Project Management and shall not be changed except with the consent of Project Management, unless the superintendent proves to be unsatisfactory to the Contractor or ceases to be in his employ. 3.10 Contractor's Construction Schedule 3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and Architect's information and Project Management's approval a Contractor's Construction Schedule for the Work. Such schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project construction schedule to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. This schedule, to be submitted within fourteen (14) days after Contract Award, shall indicate the dates for the starting and completion of the various stages of construction, shall be revised as required by the conditions of the Work, and shall be subject to Project Management's approval. 3.10.2 The Contractor shall cooperate with Project Management in scheduling and performing the Contractor's Work to avoid conflict, delay in or interference with the Work of other Contractors or the construction or operations of the Owner's own forces. 3.10.4 The Contractor shall conform to the most recent schedules. 3.10.5 Project Management will schedule and conduct a project meeting at a minimum of one meeting per month in each month which the Contractor shall attend. At this meeting, the parties can discuss jointly such matters as progress, scheduling, and problems. 3.11 Documents and Samples at the Site 3.11.1 The Contractor shall maintain at the site for the Owner one record copy of the Drawings, Specifications, addenda, Change Orders and other Modifications, in good order and marked currently to record changes and selections made during construction, and in addition approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to Project Management and Architect and shall be delivered to Project Management for submittal to the Owner upon completion of the Work. 3.12 Shop Drawings, Product Data and Samples 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub - subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. 3.12.3 Samples are physical examples which illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. The purpose of their submittal is to demonstrate for those portions of the Work for which submittals are required the way the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. Review by Project Management is subject to the limitations of Subparagraph 4.6.12. GENERAL CONDITIONS 00750 -Page 80 of 223 Demolition of Old and Installation of New Transfer Station Offices 3.12.5 The Contractor shall review, approve and submit to Project Management, in accordance with the schedule and sequence approved by Project Management, Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents. The Contractor shall cooperate with Project Management in the coordination of the Contractor's Shop Drawings, Product Data, Samples and similar submittals with related documents submitted by other Contractors. Submittals made by the Contractor which are not required by the Contract Documents may be returned without action. 3.12.6 The Contractor shall perform no portion of the Work requiring submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by Project Management. Such Work shall be in accordance with approved submittals. 3.12.7 By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents that the Contractor has determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and has checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. 3.12.8 The Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by Project Management approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed Project Management and Architect in writing of such deviation at the time of submittal and Project Management have given written approval to the specific deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by Project Management's approval thereof. 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by Project Management and Architect on previous submittals. 3.12.10 Informational submittals upon which Project Management are not expected to take responsive action may be so identified in the Contract Documents. 3.12.11 When professional certification of performance criteria of materials, systems or equipment is required by the Contract Documents, Project Management and Architect shall be entitled to rely upon the accuracy and completeness of such calculations and certifications. 3.12.12 If materials specified in the Contract Documents are not available on the present market, the Contractor may submit data on substitute materials to Project Management for approval by the Owner. 3.13 Use of Site 3.13.1 The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. 3.13.2 The Contractor shall coordinate the Contractor's operations with, and secure the approval of, Project Management before using any portion of the site. 3.14 Cutting and Patching GENERAL CONDITIONS 00750 -Page 81 of 223 Demolition of Old and Installation of New Transfer Station Offices 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly; He shall also provide protection of existing work as required. 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner's own forces or of other Contractors by cutting, patching, excavating or otherwise altering such construction. The Contractor shall not cut or otherwise alter such construction by other Contractors or by the Owner's own forces except with written consent of Project Management, Owner and such other contractors: such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the other Contractors or the Owner the Contractor's consent to cutting or otherwise altering the Work. When structural members are involved, the written consent of Project Management shall also be required. The Contractor shall not unreasonably withhold from Project Management or any separate contractor his consent to cutting or otherwise altering the Work. 3.14.3 The Contractor shall arrange for any blockouts, cutouts, or openings required for the installation of his materials and equipment and the execution of his work, whether or not shown or indicated on the Drawings. The Contractor shall be further responsible for sealing and /or finishing, in an acceptable fashion and meeting any applicable code requirements, and such block -out, cutout opening, or other hole in any fire - related floor, ceiling, wall, security wall, or any other finished surface. 3.15 Cleaning Up 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work the Contractor shall remove from and about the project waste materials rubbish, the Contractor's tools, construction equipment, machinery and surplus materials. Clean up shall be performed to the satisfaction of the Owner or Project Management. 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, Project Management may do so with the Owner's approval and the cost thereof shall be charged to the Contractor. 3.16 Access to Work 3.16.1 The Contractor shall provide the Owner, Project Management and Architect access to the Work in preparation and progress wherever located. 3.17 Royalties and Patents 3.17.1 The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of patent rights and shall hold the Owner, Project Management 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. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the Architect and Project Management. 3.18 Indemnification and Hold Harmless GENERAL CONDITIONS 00750 -Page 82 of 223 Demolition of Old and Installation of New Transfer Station Offices 3.18.1 Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Contractor shall defend, indemnify and hold the COUNTY and the COUNTY's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of Contractor or any of its employees, agents, contractors or other invitees during the term of this Agreement, (B) the negligence or recklessness, intentional wrongful misconduct, errors or other wrongful act or omission of Contractor or any of its employees, agents, sub- contractors or other invitees, or (C) Contractor's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the COUNTY or any of its employees, agents, contractors or invitees (other than Contractor). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. In the event that the completion of the project (to include the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Consultant shall indemnify the County from any and all increased expenses resulting from such delay. Should any claims be asserted against the County by virtue of any deficiency or ambiguity in the plans and specifications provided by the Contractor, the Contractor agrees and warrants that the Contractor shall hold the County harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the County's behalf. The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification provided for the above. 4.0 ADMINISTRATION OF THE CONTACT 4.1 Architect/Engineer 4.1.1 The Architect and /or Engineer is the person lawfully licensed to practice architecture /engineering or any entity lawfully practicing architecture /engineering identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Architect" means the Architect or the Architect's authorized representative. 4.2 Project Management 4.2.1 Project Management is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Project Management" means Monroe County Project Management Department or Project Management's authorized representative. 4.3 Duties, responsibilities and limitations of authority of Project Management and Architect as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Project Management, Architect and Contractor. Consent shall not be unreasonably withheld. GENERAL CONDITIONS 00750 -Page 83 of 223 Demolition of Old and Installation of New Transfer Station Offices 4.4 In case of termination of employment of Architect, the Owner shall appoint an Architect whose status under the Contract Documents shall be that of the former Architect. 4.5 Not Used 4.6 Administration of the Contract 4.6.1 Project Management and Engineer will provide administration of the Contract as described in the Contract Documents, and will be the Owner's representatives (1) during construction, (2) until final payment is due and (3) with the Owner's concurrence, from time to time during the correction period described in Paragraph 12.2. Project Management and Engineer will advise and consult with the Owner and will have authority to act on behalf of the Owner only to the extent provided in the Contract Document, unless otherwise modified by written instrument in accordance with other provision of the Contract. 4.6.2 Project Management and Engineer will determine in general that the Work is being performed in accordance with the requirements of the Contract Documents, will keep the Owner informed of the progress of the Work, and will endeavor to guard the Owner against defects and deficiencies in the Work. 4.6.3 Project Management will provide for coordination of the activities of other Contractors and of the Owner's own forces with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other Contractors and Project Management and Owner in reviewing their construction schedules when directed to do so. The Contractor shall make any revisions to the Construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall constitute the schedules to be used by the Contractor, other Contractors, Project Management and the Owner until subsequently revised. 4.6.4 Not used. 4.6.5 Project Management will visit the site at intervals appropriate to the stage of construction to become generally familiar with the progress and quality of the completed Work and to determine in general if the Work is being performed in a manner indicating that the Work, when completed, will be in accordance with the Contract Documents. However, Project Management will not be required to make exhaustive or continuous onsite inspections to check quality or quantity of the Work. On the basis of on -site observations as an architect, Project Management will keep the Owner informed of progress of the Work, and will endeavor to guard the Owner against defects and deficiencies in the work. 4.6.6 Project Management will not have control over or charge of and will not be responsible for construction means, method, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's responsibility as provided in Paragraph 3.3, and neither will be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents. Neither Project Management nor the Architect will have control over, or charge of, or be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work. 4.6.7 Communications Facilitating Contract Administration. Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall communicate through Project Management, and shall GENERAL CONDITIONS 00750 -Page 84 of 223 Demolition of Old and Installation of New Transfer Station Offices contemporaneously provide the same communications to the Architect. 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 other Contractors shall be through Project Management and shall be contemporaneously provided to the Architect. 4.6.8 Project Management will review and certify all Applications for Payment by the Contractor, including final payment. Project Management will assemble each of the Contractor's Applications for Payment with similar Applications from other Contractor into a Project Application for Payment. After reviewing and certifying the amounts due the Contractors, the Project Application for Payment, along with the applicable Contractors' Applications for Payment, will be processed by Project Management. 4.6.9 Based on Project Management's observations and evaluations of Contractors' Applications for Payment, Project Management will certify the amounts due the Contractors and will issue a Project Approval for Payment. 4.6.10 Project Management will have authority to reject Work which does not conform to the Contract Documents, and to require additional inspection or testing, in accordance with Subparagraphs 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed, but will take such action only after notifying Project Management. Subject to review, Project Management will have the authority to reject Work which does not conform to the Contract Documents. Whenever Project Management considers it necessary or advisable for implementation of the intent of the Contract Documents, Project Management will have authority to require additional inspection or testing of the work in accordance with Subparagraphs 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. The foregoing authority of Project Management will be subject to the provisions of Subparagraphs 4.6.18 through 4.6.20 inclusive, with respect to interpretations and decisions of the Architect. However, neither the Architect's nor Project Management's authority to act under this Subparagraph 4.6.10 nor a decision made by either of them in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect or Project Management to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons performing any of the Work. 4.6.11 Project Management will receive from the Contractor and review and approve all Shop Drawings, Product Data and Samples, coordinate them with information received from other Contractors, and review those recommended for approval. Project Management actions will be taken with such reasonable promptness as to cause no delay in the Work of the Contractor or in the activities of other Contractors or the Owner. 4.6.12 Project Management 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. Project Management action will be taken with such promptness consistent with the constraints of the project schedule so as to cause no delay in the Work of the Contractor or in the activities of the other Contractors, the Owner, or Project Management, while allowing sufficient time to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as Contractor as required by the Contract Documents. Project Management review of the GENERAL CONDITIONS 00750 -Page 85 of 223 Demolition of Old and Installation of New Transfer Station Offices Contractor's submittals shall not relieve the Contractor of the obligations under Paragraphs 3.3, 3.5 and 3.12. Project Management's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by Project Management, of any construction means, methods, techniques, sequences or procedures. Project Management's approval of a specific item shall not indicate approval of an assembly of which the item is a component. 4.6.13 Project Management will prepare Change Orders and Construction Change Directives. 4.6.14 Following consultation with the Owner, Project Management will take appropriate action on Change Orders or Construction Change Directives in accordance with Article 7 and will have authority to order minor changes in the Work as provided in Paragraph 7.3.1. 4.6.16 The Contractor will assist Project Management in conducting inspections to determine the dates of Substantial completion and final completion, and will receive and forward to Project Management written warranties and related documents required by the Contract and assembled by the Contractor. Project Management will review and approve a final Project Application for Payment upon compliance with the requirements of the Contract Documents. 4.6.17 Project Management will provide one or more project representatives to assist in carrying out his responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents. 4.6.18 Project Management will interpret and decide matters concerning performance under and requirements of the Contract Documents on written request of the Owner or Contractor. Project Management's response to such requests will be made with reasonable promptness and within any time limits agreed upon. If no agreement is made concerning the time within which interpretations required of Project Management shall be furnished in compliance with this Paragraph 4.6, then delay shall not be recognized on account of failure by Project Management to furnish such interpretations until fifteen (15) days after written request is made for them. 4.6.19 Interpretations and decisions of Project Management 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, Project Management 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 so rendered in good faith. 4.6.20 Project Management's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. 4.7 Claims and Disputes 4.7.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, adjustment or interpretation of Contract terms, payment of money, extension of time or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. Claims must be made by written notice. The responsibility to substantiate Claims shall rest with the party making the claim. 4.7.2 Meet and Confer. The Contractor and Project Management shall try to resolve the claim or dispute with meet and confer sessions to be commenced within fifteen (15) days of the dispute or claim. Any claim or dispute that the parties cannot resolve shall be decided by the Circuit Court, 16th Judicial Circuit, Monroe County, Florida. GENERAL CONDITIONS 00750 -Page 86 of 223 Demolition of Old and Installation of New Transfer Station Offices 4.7.3 Time Limits on Claims. Claims by either party must be made within twenty -one (21) days after occurrence of the event giving rise to such Claim or within twenty -one (21) days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. Claims must be made by written notice submitted to the designated representative. An additional Claim made after the initial Claim has been implemented by Change Order will not be considered unless submitted in writing to the Owner's representative in a timely manner. 4.7.3.1 Any claim not filed with the Owner within such time and in compliance with the preceding provisions shall be deemed conclusively to have been waived and shall be dismissed at the option of the Owner. The claim shall set forth in detail all known facts and circumstances supporting the claim; final costs associated with any claim upon which notice has been filed must be submitted in writing to the Owner with thirty (30) calendar days after notice has been received. In the event the Contractor seeks to make a claim for an increase in the contract price, as a condition precedent to any liability of the Owner therefore, unless emergency conditions exist, the Contractor shall strictly comply with the requirements of this Section and such claim shall be made by the Contractor before proceeding to execute any work for which a claim is made. Failure to comply with this condition precendent shall constitute a waiver by the Contractor of any claim for additional compensation. 4.7.4 Continuing Contract Performance. Pending final resolution of a Claim unless otherwise agreed in writing the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. 4.7.5 Waiver of Claims: Final Payment. The making of final payment shall constitute a waiver of Claim 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. 4.7.6 Claims for Concealed or Unknown Conditions. If conditions are encountered at the site which are (1) subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, then notice by the observing party shall be given to the other party promptly before conditions are disturbed and in no event later than 10 days after first observance of the conditions. Project Management will promptly investigate such conditions, and the parties will follow the procedure in paragraph 4.7.2. 4.7.6.1 As a condition precedent to the Owner having any liability to the Contractor due to concealed and unknown conditions, the Contractor must give the Owner and Owner Engineer written notice of, and an opportunity to observe, such condition prior to disturbing it. The failure by the Contractor to give the written notice and make the claim as provided by the provisions herein shall constitute a waiver by the Contractor of any rights arising out of or relating to such concealed and unknown condition. GENERAL CONDITIONS 00750 -Page 87 of 223 Demolition of Old and Installation of New Transfer Station Offices 4.7.7 Claims for Additional Cost. If the Contractor wishes to make Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Paragraph 10.3 If the Contractor believes additional cost is involved for reasons including but not limited to (1) a written interpretation from Project Management, (2) a written order for a minor change in the Work issued by Project Management, (3) failure of payment by the Owner, (4) termination of the Contract by the Owner, (5) Owner's suspension or (6) other reasonable grounds, Claim shall be filed in accordance with the procedure established herein. In a claim by the Contractor against the Owner for compensation in excess of the Contract Sum, any liability of the Owner to the Contractor shall be strictly limited and computed in accordance with the contract documents and shall in no event include indirect costs or consequential damages of the Contractor or any estimated costs or damages. 4.7.8 Claims for Additional Time. 4.7.8.1. If the Contractor wishes to make Claim for an increase in the Contract Time, written notice as provided herein shall be given. 4.7.8.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time and could not have been reasonably anticipated, and that weather conditions had an adverse effect on the scheduled construction. 4.7.9 Injury or Damage to Person or Property. If either party to the Contract suffers injury or damage to person or property because of an act or omission of the other party, of any of the other party's employees or agents, or of others for whose acts such party is legally liable, written notice of such injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding twenty -one (21) days after first observance. The notice shall provide sufficient detail to enable the other party to investigate the matter. If a Claim for additional cost or time related to this Claim is to be asserted, it shall be filed as provided in Subparagraphs 4.7.7 or 4.7.8. 5.0 SUBCONTRACTORS 5.1 Definitions 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include other Contractors or subcontractors of other Contractors. 5.1.2 A Sub - subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub- subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub - subcontractor or an authorized representative of the Sub - subcontractor. 5.2 Award of Subcontracts and Other Contracts for Portions of the Work 5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award of the Contract, shall furnish in writing to Project Management for review by the Owner and Project Management the names of persons or GENERAL CONDITIONS 00750 -Page 88 of 223 Demolition of Old and Installation of New Transfer Station Offices entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. Project Management will promptly reply to the Contractor in writing stating whether or not the Owner or Project Management, after due investigation, has reasonable objection to any such proposed person or entity. Failure of Project Management to reply promptly shall constitute notice of no reasonable objection. 5.2.2 The Contractor shall not contract with a proposed person or entity to which the Owner or Project Management has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Owner or Project Management has made reasonable objection. 5.2.3 If the Owner or Project Management refuses to accept any person or entity on a list submitted by the Contractor in response to the requirements of the Contract Documents, the Contractor shall submit an acceptable substitute; however, no increase in the Contract Sum shall be allowed for any such substitution. 5.2.4 The Contractor shall not change a Subcontractor, person or entity previously selected if the Owner or Project Management makes reasonable objection to such change. 5.3 Subcontractual Relations 5.3.1 By appropriate written agreement, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities which the Contractor, by these Documents, assumes toward the Owner or Project Management. Each subcontract agreement shall preserve and protect the rights of the Owner or Project Management under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights. When appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub - subcontractors. The Contractor shall make available to each proposed Subcontractor, copies of the Contract Documents which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement which may be at variance with the Contract Documents. Subcontractors shall similarly make copies of applicable portions of such documents available to their respective proposed Sub - subcontractors. 5.4 Contingent Assignment of Subcontracts 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner provided that: .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Paragraph 14.2 and only for those subcontract agreements which the Owner accepts by notifying the Subcontractor in writing; and .2 assignment is subject to the prior rights of the surety, if any, obligated under public construction bond covering the Contract. If the work has been suspended for more than thirty (30) days, the Subcontractor's compensation shall be equitably adjusted. 6.0 CONSTRUCTION BY OWNER OR BY OTHER CONTRACTORS GENERAL CONDITIONS 00750 -Page 89 of 223 Demolition of Old and Installation of New Transfer Station Offices 6.1 Owner's Right to Perform Construction with Own Forces and to Award Other Contracts 6.1.1 The Owner reserves the right to perform construction or operations released to the Project with the Owner's own forces, which include persons or entities under separate contracts not administered by Project Management. The Owner further reserves the right to award other contracts in connection with other portions of the Project or other construction or operations on the site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver or subrogation. 6.1.2 When the Owner performs construction or operations with the Owner's own forces including persons or entities under separate contracts not administered by Project Management, the Owner shall provide for coordination of such forces with the Work of the Contractor who shall cooperate with them. 6.1.3 It shall be the responsibility of the Contractor to coordinate his work with the work of other contractors on the site. The Owner and Project Management shall be held harmless for any and all costs associated with improper coordination. 6.2 Mutual Responsibility 6.2.1 The Contractor shall afford the Owner's own forces, Project Management and other contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner's own forces or other contractors, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to Project Management any apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's own forces or other contractors' completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable. 6.2.3 Costs caused by delays or by improperly timed activities or defective construction shall be borne by the Contractor. The Contractor's sole remedy as against the Owner for costs caused by delays or improperly timed activities or defective construction shall be an extension of time. 6.2.4 The Contractor shall promptly remedy damage wrongfully caused by the Contractor to completed or partially completed construction or to property of the Owner or other contractors as provided in Subparagraph 10.2.5. 6.2.5 Claims and other disputes and matters in question between the Contractor and other contractors shall be subject to the provisions of Paragraph 4.7 provided the other contractors have reciprocal obligations. 6.2.6 The Owner and other contractors shall have the same responsibilities for cutting and patching as are described for the Contractor in Paragraph 3.14. 6.2.7 Should the Contractor contend that he is entitled to an extension of time for completion of any portion or portions of the work, he shall, within seventy -two (72) hours of the occurrence GENERAL CONDITIONS 00750 -Page 90 of 223 Demolition of Old and Installation of New Transfer Station Offices of the cause of the delay, notify Project Management in writing, of his contention: setting forth (A) the cause for the delay, (B) a description of the portion or portions of work affected thereby, and (C) all details pertinent thereto. A subsequent written application for the specific number of days of extension of time requested shall be made by the Contractor to Project Management within seventy -two (72) hours after the delay has ceased to exist. .1 It is a condition precedent to the consideration or prosecution of any claim for an extension of time that the foregoing provisions be strictly adhered to in each instance and, if the Contractor fails to comply, he shall be deemed to have waived the claim. .2 The Contractor agrees that whether or not any delay, regardless of cause, shall be the basis for an extension of time he shall have no claim against the Owner or Project Management for an increase in the Contract price, nor a claim against the Owner or Project Management for a payment or allowance of any kind for damage, loss or expense resulting from delays; nor shall the Contractor have any claim for damage, loss or expense resulting from interruptions to, or suspension of, his work to enable other contractors to perform their work. The only remedy available to the Contractor shall be an extension of time. 6.3 Owner's Right to Clean Up 6.3.1 If a dispute arises among the Contractor, other contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish as described in Paragraph 3.15, the Owner may clean up and allocate the cost among those responsible as Project Management determines to be just. 7.0 CHANGES IN THE WORK 7.1 Changes 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. 7.1.2 A Change Order shall be based upon agreement among the Owner, Project Management and Contractor; a Construction Change Directive require agreement by the Owner, Project Management and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by Project Management alone. 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. 7.1.4 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are so changed in a proposed Change Order or Construction Change Directive that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. 7.2 Change Orders GENERAL CONDITIONS 00750 -Page 91 of 223 Demolition of Old and Installation of New Transfer Station Offices 7.2.1 A Change Order is a written instrument prepared by Project Management and signed by the Owner, Project Management and Contractor stating their agreement upon all of the following: 1 a change in the Work; 2 the amount of the adjustment in the Contract Sum, if any; and 3 the extent of the adjustment in the Contract Time, if any. 7.2.2 The cost or credit to the Owner resulting from a change in the Work shall be determined in one or more of the following methods: .1 mutual acceptance of lump sum properly itemized and supported by sufficient substantiating data to permit evaluation and payment, and approved by the appropriate authority in writing; .2 unit prices stated in the Contract Documents or subsequently agreed upon, and approved by the appropriate authority in writing; .3 cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; .4 or by method provided in subparagraph 7.2.3. 7.2.3 If none of the methods set forth in Clauses 7.2.1 or 7.2.2 is agreed upon, the Contractor, provided a written order signed by the Owner or Project Management is received, shall promptly proceed with the Work involved. The cost of such Work shall then be determined by daily force accounts in a form acceptable to the Owner and Project Management. The daily force account forms shall identify Contractor and /or Subcontractor personnel by name, total hours for each man, each piece of equipment and total hours for equipment and all material(s) by type for each extra Work activity claim. Each daily force account form shall be signed by the designated Project Management representative no later than the close of business on the day the Work is performed to verify the items and hours listed. Extended pricing of these forms shall be submitted to Project Management with all supporting documentation required by Project Management for inclusion into a change order. Unless otherwise provided in the Contract Documents, cost shall be limited to the following: cost of materials, including sales tax and cost of delivery; cost of labor, including social security, old age and unemployment insurance, and fringe benefits required by agreement or custom; works' or workmen's compensation insurance; and the rental value of equipment and machinery. Markups for overhead and profit will be in accordance with subparagraph 7.2.4. Pending final determination of cost, payments on account shall be made as determined by Project Management. The amount of credit to be allowed by the Contractor for any deletion or change, which results in a net decrease in the Contract Sum, will be the amount of the actual net cost to the Owner as confirmed by Project Management. When both additions and credits covering related Work or substitutions are involved in any one change, the allowance for overhead and profit shall be figured on the basis of the net increase, if any with respect to that change. 7.2.4 The actual cost of Changes in the Work may include all items of labor or material, power tools, and equipment actually used, utilities, pro rata charges for foreman, and all payroll charges such as Public Liability and Workmen's Compensation Insurance. No percentage for overhead and profit shall be allowed on items of Social Security and Sales Tax. If deductions are ordered, the amount of credit shall be net cost to Owner as defined in section 5.6.1 of the GENERAL CONDITIONS 00750 -Page 92 of 223 Demolition of Old and Installation of New Transfer Station Offices Contract. Items considered as overhead shall include insurance other than that mentioned above, bond or bonds, superintendent, timekeeper, clerks, watchmen, use of small tools, miscellaneous supplies, incidental job costs, warranties, and all general home /field office expenses. The actual cost of Changes in the Work (other than those covered by unit prices set forth in the Contract Documents) shall be computed as follows: .1 if the Contractor performs the actual Work, the maximum percentage mark -up for overhead shall be five percent (5 %) and the maximum percentage for profit shall be five percent (5 %); 2 if the Subcontractor performs the actual Work, the subcontractor's percentage mark- up for overhead and profit shall be a maximum addition of ten percent (10 %). If the Contractor does not perform the Work, the maximum mark -up for managing the Work will be five percent (5 %); .3 If the Subcontractor performs part of the actual Work, his percentage mark -up for overhead and profit shall be a maximum addition of ten percent (10 %) on his direct Work only. If the Contractor performs part of the actual Work, his percentage mark -up for overhead and profit shall be a maximum addition of ten percent (10 %) on his direct Work only. 7.2.5 The Contractor shall furnish to the Owner through Project Management, an itemized breakdown of the quantities and prices used in computing the value of any change that might be ordered. Any additional supporting documentation requested by Project Management such as certified quotations or invoices shall be provided by the Contractor to Project Management at no additional cost to the Owner. 7.2.6 If the Contractor claims that any instructions given to him by Project Management, by drawings or otherwise, involve extra Work not covered by the Contract, he shall give Project Management written notice thereof within five (5) days after the receipt of such instructions and before proceeding to execute the work, except in emergencies endangering life or property, in which case the Contractor shall proceed in accordance with Paragraph 10.3. .1 The written notice to Project Management for the Extra Work shall include a complete description of the extra Work, the total cost and a detailed cost breakdown by labor, material and equipment for each additional activity required to be performed. Mark -ups shall be limited as specified elsewhere in this Article. .2 Except as otherwise specifically provided, no claim for additional cost shall be allowed unless the complete notice specified by this subparagraph is given by the Contractor. 7.2.7 Unless otherwise agreed in writing, the Contractor shall carry on the Work and maintain its progress during any dispute or claim proceeding, and Owner shall continue to make payments to the Contractor in accordance with the Contract Documents. Disputes unresolved shall be settled in accordance with subparagraph 4.7. The Contractor shall maintain completed daily force account forms in accordance with subparagraph 7.2.3 for any dispute or claim item. 7.2.8 One or more changes to the Work within the general scope of this Contract, may be ordered by Change Order. The Owner may also issue written directions for changes in the Work and may issue Construction Change Directives, as set forth below. The Contractor shall proceed with any such changes or Construction Change Directives without delay and in a diligent manner, and same shall be accomplished in strict accordance with the terms and conditions otherwise provided for in the Contract. GENERAL CONDITIONS 00750 -Page 93 of 223 Demolition of Old and Installation of New Transfer Station Offices 7.2.9 The execution of a Change Order by the Contractor shall constitute conclusive evidence of the Contractor's agreement to the ordered changes in the work, this Contract as thus amended, the Contract Price and the time for performance by the Contractor. The Contractor, by executing the Change Order, waives and forever releases any claim against the Owner for additional time or compensation for matters relating to, arising out of or resulting from the Work included within or affected by the executed Change Order of which the Contractor knew or should have known. 7.3 Authority 7.3.1 Project Management will have authority to order minor changes in the Work not involving adjustment in the Contract sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order issued through Project Management and shall be binding on the Owner and Contractor. The Contractor shall carry out such written order promptly. 8.0 TIME 8.1 Definitions 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. 8.1.2 The date of commencement of the Work is the date established in the Agreement. The date shall not be postponed by the failure to act of the Contractor or of persons or entities for which the Contractor is responsible. 8.1.3 The date of Substantial Completion is the date certified by Project Management in accordance with Paragraph 9.8. 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. 8.1.5 The Owner /Project Management shall be the final judge as to whether Substantial Completion has been achieved and certifies the date to the Contractor. 8.2 Progress and Completion 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work. 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by the Contractor. The date of commencement of the Work shall not be changed by the effective date of such insurance. 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 GENERAL CONDITIONS 00750 -Page 94 of 223 Demolition of Old and Installation of New Transfer Station Offices 8.3.1 If the Contractor is delayed, at any time, in the progress of the Work by any act or neglect of the Owner, Project Management, or the Architect/Engineer, or by any employee of either, or by any separate contractor employed by the Owner, or by changes ordered in the Work, or by fire, unusual delay in transportation, adverse weather conditions not reasonably anticipatable, unavoidable casualties or any causes beyond the Contractor's control, or by delay authorized by the Owner, Project Management, or by any other cause which Project Management determines may justify the delay, then the Contract Time shall be extended by no cost Change Order for such reasonable time as Project Management may determine, in accordance with subparagraph 6.2.7. 8.3.2 Any claim for extension of time shall be made in writing to Project Management not more than seventy -two (72) hours after the commencement of the delay in accordance with paragraph 6.2.7; otherwise it shall be waived. Any claim for extension of time shall state the cause of the delay and the number of days of extension requested. If the cause of the delay is continuing, only one claim is necessary, but the Contractor shall report the termination of the cause for the delay within seventy -two (72) hours after such termination in accordance with paragraph 6.2.7; otherwise, any claim for extension of time based upon that cause shall be waived. 8.3.3 No claim for an increase in the Contract Sum for either acceleration or delay will be allowed for extensions of time pursuant to this Paragraph 8.3 or for other changes in the Construction Schedules. 8.3.4 If the Project is delayed as a result of the Contractor's refusal or failure to begin the Work on the date of commencement as defined in Paragraph 8.1.2, or his refusal or failure to carry the Work forward expeditiously with adequate forces, the Contractor causing the delay shall be liable for, but not limited to, delay claims from other Contractors which are affected. 9.0 PAYMENTS AND COMPLETION 9.1 Contract Sum 9.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. 9.2 Schedule of Values 9.2.1 Before submittal of the first Application for Payment, the Contractor shall submit to Project Management, a schedule of values allocated to various portions of the Work, prepared in such form and supported by such data to substantiate its accuracy as Project Management may require. This schedule, unless objected to by Project Management, shall be used as a basis for reviewing the Contractor's Applications for Payment. 9.3 Applications for Payment 9.3.1 At least fifteen (15) days before the date established for each progress payment, the Contractor shall submit to Project Management an itemized Application for Payment for Work GENERAL CONDITIONS 00750 -Page 95 of 223 Demolition of Old and Installation of New Transfer Station Offices completed in accordance with the schedule of values. Such application shall be notarized and supported by such data substantiating the Contractor's right to payment as the Owner or Project Management may require, such as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided for elsewhere in the Contract Documents. .1 Such applications may include request for payment on account of changes in the Work which have been properly authorized by Construction Change Directives but not yet included in Change Orders. .2 Such applications may not include requests for payment of amounts the Contractor does not intend to pay to a Subcontractor or material supplier because of a dispute or other reason. 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which approval for payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information and belief, be free and clear of liens, claims security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. All Subcontractors and Sub - subcontractors shall execute an agreement stating that title will so pass, upon their receipt of payment from the Contractor. The warranties are for the administrative convenience of the Owner only and do not create an obligation on the part of the Owner to pay directly any unpaid subcontractor, laborer or materialmen. Such persons must seek payment from the Contractor or his public construction bond surety only. 9.4 Approval for Payment 9.4.1 Project Management will assemble a Project Application for Payment by combining the Contractor's applications with similar applications for progress payments from other Contractors and certify the amounts due on such applications. 9.4.2 After the Project Management's receipt of the Project Application for Payment, Project Management will either approve the Application for Payment, with a copy to the Contractor, for such amount as Project Management determine is properly due, or notify the Contractor in writing of Project Management's reasons for withholding approval in whole or in part as provided in Subparagraph 9.5.1. 9.4.3 The issuance of a separate Approval for Payment will constitute representations made by Project Management to the Owner, based on their individual observations at the site and the data comprising the Application for Payment submitted by the Contractor, that the Work has GENERAL CONDITIONS 00750 -Page 96 of 223 Demolition of Old and Installation of New Transfer Station Offices progressed to the point indicated and that, to the best of Project Management's knowledge, information and belief, quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to minor deviations from the Contract Documents correctable prior to completion and to specific qualifications expressed by Project Management. The issuance of a separate Approval for Payment will further constitute a representation that the Contractor is entitled to payment in the amount approved. However, the issuance of a separate Approval for Payment will not be a representation that Project Management has (1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work, (2) reviewed the Contractor's construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 9.5 Decisions to Withhold Approval 9.5.1 Project Management may decline to approve an Application for Payment if, in his opinion, the application is not adequately supported. If the Contractor and Project Management cannot agree on a revised amount, Project Management shall process the Application for the amount it deems appropriate. Project Management may also decline to approve any Application for Payment because of subsequently discovered evidence or subsequent inspections. It may nullify, in whole or part, any approval previously made to such extent as may be necessary in its opinion because of: (1) defective Work not remedied; (2) third party claims filed or reasonable evidence indicating probable filing of such claims; (3) failure of the Contractor to make payments properly to Subcontractors or for labor, materials, or equipment; (4) reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; (5) damage to Project Management, the Owner, or another contractor working at the project; (6) reasonable evidence that the Work will not be completed within the contract time; (7) persistent failure to carry out the Work in accordance with the Contract Documents. No payment shall be made to the Contractor until certificates of insurance or other evidence of compliance by the Contractor, with all the requirements of Article 11, have been filed with the Owner and Project Management. 9.5.2 When the above reasons for withholding approval are removed, approval will be made for amounts previously withheld. 9.6 Progress Payments 9.6.1 After Project Management has issued an Approval for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify Project Management. From the total of the amount determined to be payable on a progress payment, a retainage in accordance with the Florida Local Government Prompt Payment Act, Chapter 218, Florida Statutes will be deducted and retained by the Owner until the final payment is made. The balance of the amount payable, less all previous payments, shall be approved for payment. GENERAL CONDITIONS 00750 -Page 97 of 223 Demolition of Old and Installation of New Transfer Station Offices .1 It is understood and agreed that the Contractor shall not be entitled to demand or receive progress payment based on quantities of Work in excess of those provided in the proposal or covered by approved change orders, except when such excess quantities have been determined by Project Management to be a part of the final quantity for the item of Work in question. .2 No progress payment shall bind the Owner to the acceptance of any materials or Work in place, as to quality or quantity. All progress payments are subject to correction at the time of final payments. 9.6.2 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the Contractor on account of such Subcontractor's portion of the Work, the amount to which said Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of such Subcontractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub - subcontractors in similar manner. 9.6.3 Project Management will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Owner and Project Management on account of portions of the Work done by such Subcontractor. 9.6.4 Neither the Owner nor Project Management shall have an obligation to pay, or to see to, the payment of money to a Subcontractor except as may otherwise be required by law. 9.6.5 Payment to material suppliers shall be treated in a manner similar to that provided in Subparagraphs 9.6.2, 9.6.3 and 9.6.4. 9.6.6 A progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. 9.6.7 All material and work covered by partial payments made shall thereupon become the sole property of the Owner, and by this provision shall not be construed as relieving the Contractor from the sole responsibility for the materials and Work upon which payments have been made or the restoration for any damaged material, or as a waiver of the right of the Owner or Project Management to require the fulfillment of all the terms of the Contract. 9.6.8 Except in case of bona fide disputes, or where the Contractor has some other justifiable reason for delay, the Contractor shall pay for all transportation and utility services not later than the end of the calendar month following that in which services are rendered and for all materials, tools, and other expendable equipment which are delivered at the site of the Project. The Contractor shall pay to each of his Subcontractors, not later than the end of the calendar month in which each payment is made to the Contractor, the representative amount allowed the Contractor on account of the Work performed by the Subcontractor. The Contractor shall, by an appropriate agreement with each Subcontractor, also require each Subcontractor to make payments to his suppliers and Sub - subcontractors in a similar manner. 9.8 Substantial Completion 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so the Owner can occupy or utilize the Work for its intended use. GENERAL CONDITIONS 00750 -Page 98 of 223 Demolition of Old and Installation of New Transfer Station Offices 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor and Project Management shall jointly prepare a comprehensive list of items to be completed or corrected. The Contractor shall proceed promptly to complete and correct items on the list. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. Upon receipt of the list, Project Management will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the inspection discloses any item, whether or not included on the list, which is not in accordance with the requirements of the Contract Documents, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by Project Management. The Contractor shall then submit a request for another inspection by Project Management, to determine Substantial Completion. When the Work or designated portion thereof is substantially complete, Project Management will prepare a Certificate of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. 9.8.3 Upon Substantial Completion of the Work or designated portion thereof and upon application by the Contractor and certification by Project Management, the Owner shall make payment, reflecting adjustment in retainage, if any, for such Work or portion thereof as provided in the Contract Documents. 9.9 Partial Occupancy or Use 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required under Subparagraph 11.3.1 and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor and Project Management shall jointly prepare a list as provided under Subparagraph 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of Project Management. 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Project Management and Contractor shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. GENERAL CONDITIONS 00750 -Page 99 of 223 Demolition of Old and Installation of New Transfer Station Offices 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. 9.10 Final Completion and Final Payment 9.10.1 Upon completion of the Work, the Contractor shall forward to Project Management a written Notice that the Work is ready for final inspection and acceptance and shall also forward to Project Management a final Contractor's Application for Payment. Upon receipt, Project Management will promptly make such inspection. When Project Management, finds the Work acceptable under the Contract Documents and the Contract fully performed, Project Management will promptly issue a final Approval for Payment stating that to the best of their knowledge, information and belief, and on the basis of their observations and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in said final Approval is due and payable. Project Management's final Approval for Payment will constitute a further representation that conditions listed in Subparagraph 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to Project Management (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 made, is currently in effect and will not be canceled or allowed to expire until at least thirty (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. The following documents ( samples included in section 01027 are required for Final Payment: (1) Application and Certificate for Payment. (2) Continuation Sheet. (3) Certificate of Substantial Completion. (4) Contractor's Affidavit of Debts and Claims. (5) Contractor's Affidavit of Release of Liens. (6) Final Release of Lien. (7) Contractor shall provide two (2) hard copies in tabulated divided binders and one (1) saved electronically tabbed and indexed in Adobe Acrobat file (.PDF) format delivered on a downloadable CD /DVD of all the following but not limited to: A. Project Record Documents (As Built Documents). B. Operating and maintenance data, instructions to the Owner's personnel. GENERAL CONDITIONS 00750 -Page 100 of 223 Demolition of Old and Installation of New Transfer Station Offices C. Warranties, bond and guarantees. D. Keys and keying schedule. E. Spare parts and maintenance materials. F. Electronic copies of approved submittals G. Evidence of payment and final release of liens and consent of surety to final release (includes final release from all utilities and utility companies). 9.10.3 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. Such waivers shall be in addition to the waiver described Subparagraph 4.7.5. 9.11 Payment of Subcontractors 9.11.1 Any requirement of this Article 9 that the Contractor furnish proof to the Owner or Project Management that the subcontractors and materialmen have been paid is for the protection and convenience of the Owner only. Unpaid subcontractors and materialmen may only seek payment from the Contractor and the surety that provided the Contractor's Public Construction Bond. The Contractor must insert this paragraph 9.11 in all its contracts with subcontractors and materialmen. 10.0 PROTECTION OF PERSONS AND PROPERTY 10.1 Safety Precautions and Programs 10.1.1 The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. The Contractor shall submit the Contractor's safety program to Project Management for review, approval and coordination with the safety programs of other Contractors. 10.1.2 In the event the Contractor encounters on the site material reasonably believed to be asbestos or polychlorinated biphenyl (PCB) which has not been rendered harmless, the Contractor shall immediately stop Work in the area affected and report the condition to the Owner and Project Management in writing. The Work in the affected area shall not thereafter be resumed except by written agreement of the Owner and Contractor if in fact the material is asbestos or polychlorinated biphenyl (PCB) and has not been rendered harmless. The Work in the affected area shall be resumed in the absence of asbestos or polychlorinated biphenyl (PCB), or when it has been rendered harmless, by written agreement of the Owner and Contractor. 10.1.3 The Contractor shall not be required pursuant to Article 7 to perform without consent any Work relating to asbestos or polychlorinated biphenyl (PCB). 10.1.5 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area GENERAL CONDITIONS 00750 -Page 101 of 223 Demolition of Old and Installation of New Transfer Station Offices and report the condition to Project Management in writing. The Owner, Contractor and Project Management shall then proceed in the same manner described in Subparagraph 10.1.2. 10.1.6 The Owner shall be responsible for obtaining the services of a licensed laboratory to verify a presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to verify that it has been rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Project Management 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 Project Management will promptly reply to the Owner in writing stating whether or not any of them has reasonable objection to the persons or entities proposed by the Owner. If the Contractor or Project Management has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor and Project Management have no reasonable objection. 10.2 Safety of Persons and Property 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: 1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub - subcontractors; .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction; and .4 construction or operations by the Owner or other Contractors. 10.2.2 The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. 10.2.5 The Contractor shall promptly remedy damage and loss to property referred to in Clauses 10.2.1.2, 10.2.1.3, 10.2.1.4 caused in whole or in part by the Contractor, a Subcontractor, a Sub - subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Clauses 10.2.1.2, 10.2.1.3 and 10.2.1.4, except damage or loss attributable to acts or omissions of the Owner, Project Management or Architect or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable, and not attributable to the fault GENERAL CONDITIONS 00750 -Page 102 of 223 Demolition of Old and Installation of New Transfer Station Offices or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Paragraph 3.18. 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner or Project Management. 10.2.7 The Contractor shall not load or permit any part of the construction or site to be loaded so as to endanger its safety. 10.3 Emergencies 10.3.1 In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Paragraph 4.7 and Article 7. 10.4 Site Specific Safety Plan See Section 00970 for minimum requirements of job site safety plan. 11.0 INSURANCE AND BONDS 11.1.1 Prior to commencement of Work governed by this contract (including the pre- staging of personnel and material), the Contractor shall obtain, at its own expense, insurance as specified in the schedule set forth in Section 00110 Bid Form which are made part of this Agreement. The Contractor will ensure that the insurance obtained will extend protection to all subcontractors engaged by the Contractor. As an alternative the Contractor may require all subcontractors to obtain insurance consistent with the attached schedules. 11.1.2 The Contractor will not be permitted to commence Work governed by the Agreement (including pre- staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the County as specified below. Delays in the commencement of Work resulting from the failure of the Contractor to provide satisfactory evidence of the required insurance shall not extend deadlines specified in this Agreement and any penalties and failure to perform assessments shall be imposed as if the Work commenced on the specified date and time, except for the Contractor's failure to provide satisfactory evidence of insurance. 11.1.3 The Contractor shall maintain the required insurance throughout the entire term of this contract and any extensions specified in any attached schedules. Failure to comply with this provision may result in the immediate suspension of all Work until the required insurance has been reinstated or replaced. Delays in the completion of Work resulting from the failure of the Contractor to maintain the required insurance shall not extend deadlines specified in this Agreement and any penalties and failure to perform assessments shall be imposed as if the Work commenced on the specified date and time, except for the Contractor's failure to provide satisfactory evidence of insurance. 11.1.4 The Contractor shall provide, to the County in care of Project Management as satisfactory evidence of the required insurance, either: GENERAL CONDITIONS 00750 -Page 103 of 223 Demolition of Old and Installation of New Transfer Station Offices Certificate of Insurance Or A certified copy of the actual insurance policy 11.1.5 The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this Contract. 11. 1.6 All insurance policies must specify that they are not subject to cancellation, nonrenewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. 11.1.7 The acceptance and /or approval of the Contractor's insurance shall not be construed as relieving the Contractor from any liability or obligation assumed under this contract or imposed by law. 11.1.8 The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies, except for Worker's Compensation. 11.1.9 In addition, the County will be named as an additional insured and loss payee on all policies covering County -owned property. 11.1.10 Any deviations from these General Insurance Requirements must be requested in writing on the County prepared form entitled "Request for Waiver of Insurance Requirements" and approved by the Monroe County's Risk Manager. 11.2 Builder's Risk Insurance: Not Required 11.3 Public Construction Bond 11.3.1 A Public Construction Bond in the amount of the cost of construction is a requirement of this Contract. Bond must be issued by an A rated surety company doing business in the State of Florida. 12.0 UNCOVERING AND CORRECTION OF WORK 12.1 Uncovering of Work 12.1.1 If a portion of the Work is covered contrary to Project Management's request or to requirements specifically expressed in the Contract Documents, it must, if required in writing by Project Management, be uncovered for their observation and be replaced at the Contractor's expense without change in the Contract Time. 12.1.2 If a portion of the Work has been covered which Project Management has not specifically requested to observe prior to its being covered, Project Management may request to see such Work and it shall be uncovered by the Contractor, if such Work is in accordance with GENERAL CONDITIONS 00750 -Page 104 of 223 Demolition of Old and Installation of New Transfer Station Offices the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be charged to the Owner, if such Work is not in accordance with the Contract Documents, the Contractor shall pay such costs unless the condition was caused by the Owner or one of the other Contractors in which event the Owner shall be responsible for payment of such costs. 12.2 Correction of Work 12.2.1 The Contractor shall promptly correct Work rejected by Project Management or failing to conform to the requirements of the Contract Documents, whether observed before or after Substantial Completion and whether or not fabricated, installed or completed. The Contractor shall bear costs of correcting such rejected Work, including additional testing and inspections and compensation for Project Management's services and expenses made necessary thereby. 12.2.2 If, within one (1) year after the date of Substantial Completion of the Work or designated portion thereof, or after the date for commencement of warranties established under Subparagraph 9.9, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. This period of one (1) year shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual performance of the Work. This obligation under this Subparagraph 12.2.2 shall survive acceptance of the Work under the Contract and termination of the Contract. The Owner shall give such notice promptly after discovery of the condition. 12.2.3 The Contractor shall remove from the site portions of the Work which are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. 12.2.4 If the Contractor fails to correct nonconforming Work within a reasonable time, the Owner may correct it in accordance with Paragraph 2.4. If the Contractor does not proceed with correction of such nonconforming Work within a reasonable time fixed by written notice from Project Management, the Owner may remove it and store the salvageable materials or equipment at the Contractor's expense. If the Contractor does not pay costs of such removal and storage within ten (10) days after written notice, the Owner may upon ten (10) additional days' written notice sell such materials and equipment at auction or at private sale and shall account for the proceeds thereof, after deducting costs and damages that should have been borne by the Contractor, including compensation for Project Management's services and expenses made necessary thereby. If such proceeds of sale do not cover costs which the Contractor should have borne, the Contract Sum shall be reduced by the deficiency. If payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference to the Owner. 12.2.5 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or other Contractors caused by the Contractor's correction or removal of Work which is not in accordance with the requirements of the Contract Documents. 12.2.6 Nothing contained in this Paragraph 12.2 shall be construed to establish a period of limitation with respect to other obligations which the Contractor might have under the Contract Documents. Establishment of the time period of one (1) year as described in Subparagraph GENERAL CONDITIONS 00750 -Page 105 of 223 Demolition of Old and Installation of New Transfer Station Offices 12.2.2, relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. 12.3 Acceptance of Nonconforming Work 12.3.1 If the Owner prefers to accept Work which is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. 13.0 MISCELLANEOUS PROVISIONS 13.1 Governing Law 13.1.1 The contract shall be governed by the laws of the State of Florida. Venue for any claims or disputes arising under this contract shall be in the Circuit Court of the 16th Judicial Circuit of the State of Florida. 13.2 Successors and Assigns 13.2.1 The Owner or Project Management (as the case may be) and the Contractor each binds himself, his partners, successors, assigns, and legal representatives of such other party in respect to all covenants, agreements, and obligations contained in the Contract Documents. Neither party to the Contract shall assign the Contract or sublet it as a whole without the written consent of the other. 13.2.2 The Contractor shall not assign any monies due or to become due under this Contract without prior written consent of the Owner or Project Management. 13.3 Written Notice 13.3.1 Any written notices or correspondence given pursuant to this contract shall be sent by United States Mail, certified, return receipt requested, or by courier with proof of delivery. Notice shall be sent to the following persons: For Contractor: For Owner: Director of Project Management 1100 Simonton St., Room 2 -216 Key West, Florida 33040 13.4 Rights and Remedies Assistant County Administrator, PW & E 1100 Simonton St. Key West, Florida 33040 GENERAL CONDITIONS 00750 -Page 106 of 223 Demolition of Old and Installation of New Transfer Station Offices 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, Project Management, 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 thereunder, except as may be specifically agreed in writing. 13.5 Tests and Inspections 13.5.1 Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws, ordinances, rules, regulations or orders of public authorities having jurisdiction shall be made at an appropriate time. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give Project Management timely notice of when and where tests and inspections are to be made so Project Management may observe such procedures. The Owner shall bear costs of test, inspections or approvals which do not become requirements until after bids are received or negotiations concluded. 13.5.2 If Project Management, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Subparagraph 13.5.1, Project Management 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 Project Management of when and where tests and inspections are to be made so Project Management may observe such procedures. The Owner shall bear such costs except as provided in Subparagraph 13.5.3. 13.5.3 If such procedures for testing, inspection or approval under Subparagraphs 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, the Contractor shall bear all costs made necessary by such failure including those of repeated procedures and compensation for Project Management's services and expenses. 13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to Project Management. 13.5.5 If Project Management is to observe tests, inspections or approvals required by the Contract Documents, Project Management will do so promptly and, where practicable, at the normal place of testing. 13.5.6 Test or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. 13.7 Commencement of Statutory Limitation Period 13.7.1 The statute of limitations applicable to this contact are as provided in Section 95.11 (3) (C), Florida Statutes. GENERAL CONDITIONS 00750 -Page 107 of 223 Demolition of Old and Installation of New Transfer Station Offices 14.0 TERMINATION OR SUSPENSION OF THE CONTRACT 14.1 Termination by the Owner for Cause 14.1.1 The Owner may terminate the Contract if the Contractor: .1 persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; .3 persistently disregards laws, ordinances, or rules, regulations or orders of a public authority having jurisdiction; .or .4 Otherwise is guilty of substantial breach of a provision of the Contract Documents. 14.1.2 When any of the above reasons exist, the Owner, after consultation with Project Management, and upon certification by Project Management 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, seventy -two (72) hours written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: .1 take possession of the site and of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; .2 accept assignment of subcontracts pursuant to Paragraph 5.4; and .3 finish the Work by whatever reasonable method the Owner may deem expedient. 14.1.3 When the Owner terminates the Contract for one of the reasons stated in Subparagraph 14.1.1, the Contractor shall not be entitled to receive further payment until the Work is finished. 14.2 Suspension or Termination by the Owner for Convenience 14.2.1 The Owner may, without cause, order the Contractor in writing to terminate, suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. 14.2.2 In the event of Termination the Owner shall pay for work completed to date of Termination. End of Section 00750 GENERAL CONDITIONS 00750 -Page 108 of 223 NIELSON, HOOVER & COMPANY, INC. May 30, 2017 Monroe County Board of County Commissioners 500 Whitehead Street Key West, FL 33040 RE: Pedro Falcon Electrical Contractors, Inc. Project: Demo of Old and Installation of New Transfer Station Offices Bond No. 106734843 To Whom it May Concern: Please allow this letter to serve as formal authorization for Monroe County Board of County Commissioners to date the captioned bond and power of attorney to conincide with the Contract Date. Thank you and should you have any questions or need any additional information, please feel free to contact our office anytime. Sincerely, Charles J. Nielson Attorney In Fact 8000 Governors Square Boulevard Suite 101 Miami Lakes, FL 33016 P: 305.722.2663 F: 305.558.9650 www.nielsonbonds.com Nielson, Hoover &Associates Bond Department Public Works Bond In compliance with Florida Statutes 255.o5(1)(a) Bond No. 106734843 Contractor Pedro Falcon Electrical Contractors, Inc. Address 3116o Avenue C Big Pine Key, FL 33 Phone No. (305) 872 -2200 Surety Company Travelers Casualty and Surety Company of America Address One Tower Square Hartford, CT o6183 Phone No. (860) 277 -0111 Owner Name Monroe County Board of County Commissioners Address 500 Whitehead Street Key West, FL 33040 Phone Number (305) 2 9 2 -3543 Contract /Project No. Project Name Demo of Old and Installation of New Transfer Station Offices Project Location Key West, FL Legal Description and /or Key West, FL Street Address Description of Work Demo & Installation Front Page All other bond page(s) are deemed subsequent to this page regardless of any page number(s) that may be preprinted thereon. Bond No. 106734843 Document A312 TM - 2010 Conforms with The American Institute of Architects AIA Document 312 Performance Bond CONTRACTOR: (Nance, legal status and address) Pedro Falcon Electrical Contractors, Inc. 31160 Avenue C Big Pine Key, FL 33043 OWNER: (Nance, legal status and address) Monroe County Board of County Commissioners 500 Whitehead Street Key West, FL 33040 CONSTRUCTION CONTRACT Date: 17 j t2,_i, / 7 2 0 ! 7 i Amount: S 1,105,410.00 SURETY: (Nrnne, legal slalus and principal place of business) Travelers Casualty and Surety Company of America One Tower Square Hartford, CT 06183 Mailing Address for Notices One Tower Square Hartford, CT 06183 This document has Important legal consequences. Consultation with an attorney is encouraged with respect to Its completion or modification. Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. One Million One Hundred Five Thousand Four Hundred Ten Dollars and 00/100 Description: Nance and location) Demo of Old and Installation of New Transfer Station Offices BOND m� 171 2 �! 7 Date: (Not earlier than Construction Contract Date) Amount: $ 1,105,410.00 One Million One Hundred Five Thousand Four Hundred Ten Dollars and 00/100 Modifications to this Bond: ® None F See Section 16 CONTRACTOR AS PRINCIPAL Company: (Corporate Seal) Pedro Falcon Elec ctors, I / c. - .Si nature: �f t; Name ` /YYl�� /a,y'�i3_SO/✓ and Title: A-5 A- , (Any additional signatures appear on the last page of this Pecfonnance Bond) (FOR INFOR W 77ON ONLY — Name, address and telephone) AGENT or BROKER: Nielson, Hoover & Associates 8000 Governors Square Blvd. #101 Miami Lakes, FL 33016 305 - 722 -2663 SURETY Company: (Coe porate Seal) Travelers Casualty d uret Company of America Sn Si ature: Name Charles J. Niel on and Title: Attorney -in -Fact OWNER'S REPRESENTATIVE: (Architect, Engineer or other party.) S- 1852/AS 8/10 § 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner for the performance of the Construction Contract, which is incorporated herein by reference. § 2 If the Contractor performs the Construction Contract, the Surety and the Contractor shall have no obligation under this Bond, except when applicable to participate in a conference as provided in Section 3. § 3 If there is no Owner Default under the Construction Contract, the Surety's obligation under this Bond shall arise after the Owner first provides notice to the Contractor and the Surety that the Owner is considering declaring a Contractor Default. Such notice shall indicate whether the Owner is requesting a conference among the Owner, Contractor and Surety to discuss the Contractor's performance. If the Owner does not request a conference, the Surety may, within five (5) business days after receipt of the Owner's notice, request such a conference. If the Surety timely requests a conference, the Owner shall attend. Unless the Owner agrees otherwise, any conference requested under this Section 3.1 shall be held within ten (10) business days of the Surety's receipt of the Owner's notice. If the Owner, the Contractor and the Surety agree, the Contractor shall be allowed a reasonable time to perform the Construction Contract, but such an agreement shall not waive the Owner's right, if any, subsequently to declare a Contractor Default; the Owner declares a Contractor Default, terminates the Construction Contract and notifies the Surety; and the Owner has agreed to pay the Balance of the Contract Price in accordance with the terms of the Construction Contract to the Surety or to a contractor selected to perform the Construction Contract. § 4 Failure on the part of the Owner to comply with the notice requirement in Section 3.1 shall not constitute a failure to comply with a condition precedent to the Surety's obligations, or release the Surety from its obligations, except to the extent the Surety demonstrates actual prejudice. § S When the Owner has satisfied the conditions of Section 3, the Surcty shall promptly and at the Surety's expense take one of the following actions: § 5.1 Arrange for the Contractor, with the consent of the Owner, to perform and complete the Construction Contract; § 5.2 Undertake to perform and complete the Construction Contract itself, through its agents or independent contractors; § 6.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Construction Contract, arrange for a contract to be prepared for execution by the Owner and a contractor selected with the Owner's concurrence, to be secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract, and pay to the Owner the amount of damages as described in Section 7 in excess of the Balance of the Contract Price incurred by the Owner as a result of the Contractor Default; or § 5.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor and with reasonable promptness under the circumstances: Aftcr investigation, determine the amount for which it may be liable to the Owner and, as soon as practicable after the amount is determined, make payment to the Owner, or Deny liability in whole or in part and notify the Owner, citing the reasons for denial. § 6 If the Surety does not proceed as provided in Section 5 with reasonable promptness, the Surety shall be deemed to be in default on this Bond seven days after receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce any remedy available to the Owner. If the Surety proceeds as provided in Section 5.4, and the Owner refuses the payment or the Surety has denied liability, in whole or in part, without further notice the Owner shall be entitled to enforce any remedy available to the Owner. 8- 1852/AS 8/10 § 7 If the Surety elects to act under Section 5.1, 5.2 or 5.3, then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Construction Contract, and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the Construction Contract. Subject to the commitment by the Owner to pay the Balance of the Contract Price, the Surety is obligated, without duplication, for .1 the responsibilities of the Contractor for correction of defective work and completion of the. Construction Contract; .2 additional legal, design professional and delay costs resulting from the Contractor's Default, and resulting from the actions or failure to act of the Surety under Section 5; and .3 liquidated damages, or if no liquidated damages are specified in the Construction Contract, actual damages caused by delayed performance or non - performance of the Contractor. § 8 If the Surety elects to act under Section 5.1, 5.3 or 5.4, the Surety's liability is limited to the amount of this Bond. § Me Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Construction Contract, and the Balance of the Contract Price shall not be reduced or set off on account of any such unrelated obligations. No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs, executors, administrators, successors and assigns. § 10 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. § 11 Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located and shall be instituted within two years after a declaration of Contractor Default or within two years after the Contractor ceased working or within two years after the Surety refuses or fails to perform its obligations under this Bond, whichever occurs first. Irthe provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. § 12 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. § 13 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law'bond. § 14 Definitions § 14.1 Balance of the Contract Price. The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made, including allowance to the Contractor of any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behal for the Contractor under the Construction Contract. § 14.2 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and changes made to the agreement and the Contract Documents. § 14.3 Contractor Default. Failure of the Contractor, which has not been remedied or waived, to perform or otherwise to comply with a material term of the Construction Contract. § 14.4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. § 14.6 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. § 151f this Bond is issued for an agreement between a Contructor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. S- 1852/AS 8/10 § IS Modifications to this bond are as follows: (Space is provided belotiv for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL. Company: (Corporate Seal) Signature: _ Name and Title: Address SURETY Company: (Corporate Seal) Signature: Name and Title: Address S- 1852/AS 8/10 TRAVELERS J� POWER OF ATTORNEY Farmington Casualty Company St. Paul Mercury Insurance Company Fidelity and Guaranty Insurance Company Travelers Casualty and Surety Company Fidelity and Guaranty Insurance Underwriters, Inc. Travelers Casualty and Surety Company of America St. Paul Fire and Marine Insurance Company United States Fidelity and Guaranty Company St. Paul Guardian Insurance Company Attorney -In Fact No. 225989 Certificate No. 006923887 KNOW ALL MEN BY THESE PRESENTS: That Farmington Casualty Company, St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company are corporations duly organized under the laws of the State of Connecticut, that Fidelity and Guaranty Insurance Company is a corporation duly organized under the laws of the State of Iowa, and that Fidelity and Guaranty Insurance Underwriters, Inc., is a corporation duly organized under the laws of the State of Wisconsin (herein collectively called the "Companies "), and that the Companies do hereby make, constitute and appoint Charles D. Nielson, Charles J. Nielson, Mary C. Aceves, David R. Hoover, Gicelle Pajon, Olga Iglesias, and Arthur Colley of the City of M1aIT11 Lakes State of Fl , their true and lawful Attorney(s) -in -Fact, each in their separate capacity if more than one is named above, to sign, execute, seal and acknowledge any and all bonds, recognizances, conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. IN WITNESS WHEREOF, the Companies have caused this instrument to be signed and their corporate seals to be hereto affixed, this day of August 2016 Farmington Casualty Company Fidelity and Guaranty Insurance Company Fidelity and Guaranty Insurance Underwriters, Inc St. Paul Fire and Marine Insurance Company St. Paul Guardian Insurance Company 4th St. Paul Mercury Insurance Company Travelers Casualty and Surety Company Travelers Casualty and Surety Company of America United States Fidelity and Guaranty Company lG ^sonnq�l� FIFE 64cc f pTN. iMfG9 :�' l� NSVgq• Jp �TY AryOS "W 3 WlrY 4� " -•V (� LQP 1982 0 iED - ?, (�i 1 977 HARTFORD, < s • tfAMORq S E A 0i m CONN. �, CORM. p N lass •+ . � i a� t 'ti�f, aM y�� J yi •H� i �� tl AtN State of Connecticut City of Hartford ss. `fit 4./ �, J By: Robert L. Raney. Senior Vice President On this the 4th — day f August 2016 Y .before me personally appeared Robert L. Raney, who acknowledged himself to be the Senior Vice President of Farmington Casualty Company. Fidelity and Guaranty Insurance Company. Fidelity and Guaranty Insurance Underwriters, Inc.. St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company, and that he, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. et In Witness Whereof, I hereunto set my hand and official seal.My Commission expires the 30th day of June, 2021. Marie C. Tetreault, Notary Public 58440 -5 -16 Printed in U.S.A. WAR NING: T POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company, which resolutions are now in full force and effect, reading as follows: RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys -in -Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her; and it is FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary; and it is FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary; or (b) duly executed (under seal, if required) by one or more Attorneys -in -Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority; and it is FURTHER RESOLVED, that the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys -in -Fact for purposes only of executing and attesting bonds and undertakin -s and other writings obligatory in the nature thereof, and any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which it is attached. I, Kevin E. Hughes, the undersigned, Assistant Secretary, of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies, which is in full force and effect and has not been revoked. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seals of said Companies this day of .20 Kevin E. Hughes, Assistant Seca tary O C_e�fnl',��` �fW"' G v Y F�PE 4�i; Q��,11 N$ �.. pY 1NSUgq�. Jp tTV 4 Np IMC S Wf/Y FY' t7 t982� n " """'ruWtED Zm CONV�R�� T i W: GORPO RA HARTFORD . lL4R'tFOND.I r 1 < S E A t. , °o": i � �. ' O CONN. n t� COfRL / 4 1898 To verify the authenticity of this Power of Attorney, call 1- 800 - 421 -3880 or contact us at www.travelersbond.com. Please refer to the Attorney -In -Fact number, the above -named individuals and the details of the bond to which the power is attached. WARNING: THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED Bond No. 106734843 Payment Bond CONTRACTOR: (Nance, legal status and address) Document A312 TM -2010 Conforms with The American Institute of Architects AIA Document 312 Pedro Falcon Electrical Contractors, Inc. 31160 Avenue C Big Pine Key, FL 33043 OWNER: (Name, legal status and address) Monroe County Board of County Commissioners 500 Whitehead Street Key West, FL 33040 CONSTRUCTION CONTRACT Date: lvr i / 7� z (7 I7 Amount: $1,1 05,410.00 SURETY: (Name, legal status and principal place of business) Travelers Casualty and Surety Company of America One Tower Square Hartford, CT 06183 Mailing Address for Notices One Tower Square Hartford, CT 06183 This document has important legal consequences. Consultation with an attorney Is encouraged with respect to Its completion or moditicatlbn. Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. One Million One Hundred Five Thousand Four Hundred Ten Dollars and 00/100 Description: (Nance and location) Demo of Old and Installation of New Transfer Station Offices BOND 7 Zol Date: � Not earlier than Construction Contract Date) Amount: $1,105,410.00 One Million One Hundred Five Thousand Four Hundred Ten Dollars and 00 /100 Modifications to this Bond: R None ® See Section 18 CONTRACTOR AS PRINCIPAL Company; (Corporate Seal) Pedro Falcon E Contr t rs Inc. 9 &tuner and - Title: (Any additional signatures appear on the last page of this Payment Bond.) (FOR INFOR,4IATIONONLY — Xame, address and telephone) AGENT or BROKER: Nielson, Hoover & Associates 8000 Governors Square Blvd. #101 Miami Lakes, FL 33016 305 - 722 -2663 SURETY Company: (Corporate Seal) Travelers Casu y and S ty Co7y of-Americ Signature: Z Name Charles J. NA son and Title: Attorney -in -Fact OWNER'S REPRESENTATIVE: (Architect, Engineer or other party.) S- 21491AS 8/10 § 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner to pay for labor, materials and equipment furnished for use in the performance of the Construction Contract, which is incorporated herein by reference, subject to the following terms. § 2 If the Contractor promptly makes payment of all sums due to Claimants, and defends, indemnifies and holds harmless the Owner from claims, demands, liens or suits by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract, then the Surety and the Contractor shall have no obligation under this Bond. § 3 If there is no Owner Default under the Construction Contract, the Surety's obligation to the Owner tinder this Bond shall arise after the Owner has promptly notified the Contractor and the Surety (at the address described in Section 13) of claims, demands, liens or suits against the Owner or the Owner's property by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract and tendered defense of such claims, demands, liens or suits to the Contractor and the Surety. § 4 When the Owner has satisfied the conditions in Section 3, the Surety shall promptly and tit the Surety's expense defend, indemnify and hold harmless the Owner against a duly tendered claim, demand, lien or suit. § 6 The Surety's obligations to a Claimant under this Bond shall arise after the following: § 6.1 Claimants, who do not have a direct contract with the Contractor, .1 have furnished a written notice of non - payment to the Contractor, stating with substantial accuracy the amount claimed and the name of the party to whom the materials were, or equipment was, furnished or supplied or for whom the labor was done or performed, within ninety (90) days after having last performed labor or last furnished materials or equipment included in the Claim; and have sent a Claim to the Surety (at the address described in Section 13). § 6.2 Claimants, who are employed by or have a direct contract with the Contractor, have sent a Claim to the Surety (at the address described in Section 13). § 6 If a notice of non - payment required by Section 5.1.1 is given by the Owner to the Contractor, that is sufficient to satisfy a Claimant's obligation to furnish a written notice of non - payment under Section 5.1.1. § 7 When a Claimant has satisfied the conditions of Sections 5.1 or 5.2, whichever is applicable, the Surety shall promptly and at the Surety's expense take the following actions: § 7.1 Send an answer to the Claimant, with a copy to the Owner, within sixty (60) clays after receipt of the Claim, stating the amounts that are undisputed and the basis for challenging any amounts that are disputed; and § 7.2 Pay or arrange for payment of any undisputed amounts. § 7.3 The Surety's failure to discharge its obligations under Section 7.1 or Section 7.2 shall not be deemed to constitute a waiver of defenses the Surety or Contractor may have or acquire as to a Claim, except as to undisputed amounts for which the Surety and Claimant have reached agreement. If, however, the Surety fails to discharge its obligations under Section 7.1 or Section 7.2, the Surety shall indemnify the Claimant for the reasonable attorney's fees the Claimant incurs thereafter to recover any sums found to be due and owing to the Claimant. § 8 The Surety's total obligation shall not exceed the amount of this Bond, plus the amount of reusonuble uttomey's fees provided under Section 7.3, and the amount of this Bond shall be credited for any payments made in good faith by the Surety. § 9 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the Construction Contract and to satisfy claims, if any, under any construction performance bond. By the Contractor furnishing and the Owner accepting this Bond, they agree that all funds earned by the Contractor in the performance of the Construction Contract are dedicated to satisfy obligations of the Contractor and Surety under this Bond, subject to the Owner's priority to use the funds for the completion of the work. S- 2149/AS 8/10 § 10 The Surety shall not be liable to the Owner, Claimants or others for obligations of the Contractor that are unrelated to the Construction Contract. The Owner shall not be liable for the payment of any costs or expenses of any Claimant under this Bond, and shall have under this Bond no obligation to make payments to, or give notice on behalf of, Claimants or otherwise have any obligations to Claimants under this Bond. § 11 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. § 12 No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the state in which the project that is the subject of the Construction Contract- Is located or after the expiration of one year from the date (1) on which the Claimant sent a Claim to the Surety pursuant to Section 5.1.2 or 5.2, or (2) on which the last labor or service was performed by anyone or the last materials or equipment were furnished by anyone under the Construction Contract, whichever of (1) or (2) first occurs. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. § 13 Notice and Claims to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. Actual receipt of notice or Claims, however accomplished, shall be sufficient compliance as of the date received. § 14 When this Bond has been Rimishcd to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. § 16 Upon request by any person or entity appearing to be a potential beneficiary of this Bond, the Contractor and Owner shall promptly furnish a copy of this Bond or shall permit a copy to be made. § 16 Definitions § 16.1 Claim. A written statement by the Claimant including at a minimum: .1 the name of the Claimant; .2 the name of the person for whom the labor was done, or materials or equipment furnished; .3 a copy of the agreement or purchase order pursuant to which labor, materials or equipment was furnished for use in the performance of the Construction Contract; .4 a brief description of the labor, materials or equipment furnished; .6 the date on which the Claimant last performed labor or last furnished materials or equipment for use in the performance of the Construction Contract; .6 the total amount earned by the Claimant for labor, materials or equipment furnished as of the date of the Claim; .7 the total amount of previous payments received by the Claimant; and .8 the total amount due and unpaid to the Claimant for labor, materials or equipment furnished as of the date of the Claim. § 16.2 Claimant. An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to furnish labor, materials or equipment for use in the performance of the Construction Contract. The term Claimant also includes any individual or entity that has rightfully asserted a claim under an applicable mechanic's lien or similar statute against the real property upon which the Project is located. The intent of this Bond shall be to include without limitation in the terms "labor, materials or equipment" that part of water, gas, power, light, heat, oil, gasoline, telephone service or rental equipment used in the Construction Contract, architectural and engineering services required for performance of the work of the Contractor and the Contractor's subcontractors, and all other items for which a mechanic's lien may be asserted in the jurisdiction where the labor, materials or equipment were furnished. § 16.3 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and all changes made to the agreement and the Contract Documents. 8•2149lAS 8110 § 16.4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. § 16.6 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. § 17 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. § 18 Modifications to this bond are as follows: The provisions and limitations of Section 255.05 Florida Statutes, including but not limited to the notice and time limitations in Sections 255.05(2) and 255.05(10), arc incorporated in this bond by reference. (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) Signature: Signature: Name and Title: Name and Title: Address Address S•2149 /AS 8/10 TRAVELERS POWER OF ATTORNEY Farmington Casualty Company St. Paul Mercury Insurance Company Fidelity and Guaranty Insurance Company Travelers Casualty and Surety Company Fidelity and Guaranty Insurance Underwriters, Inc. Travelers Casualty and Surety Company of America St. Paul Fire and Marine Insurance Company United States Fidelity and Guaranty Company St. Paul Guardian Insurance Company Attorney -In Fact No. 225989 Certificate No. 0 KNOW ALL MEN BV THESE PRESENTS: That Farmington Casualty Company, St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company are corporations duly organized under the laws of the State of Connecticut, that Fidelity and Guaranty Insurance Company is a corporation duly organized under the laws of the State of Iowa, and that Fidelity and Guaranty Insurance Underwriters, Inc., is a corporation duly organized under the laws of the State of Wisconsin (herein collectively called the "Companies"), and that the Companies do hereby make, constitute and appoint Charles D. Nielson, Charles J. Nielson, Mary C. Aceves, David R. Hoover, Gicelle Pajon, Olga Iglesias, and Arthur Colley of the City of Miami Lakes State of Florida their true and lawful Attorneys) -in -Fact, each in their separate capacity if more than one is named above, to sign, execute, seal and acknowledge any and all bonds, recognizances, conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. IN WITNESS WHEREOF, the Companies have caused this instrument to be signed and their corporate seals to be hereto affixed, this day of August 2016 Farmington Casualty Company Fidelity and Guaranty Insurance Company Fidelity and Guaranty Insurance Underwriters, Inc St. Paul Fire and Marine Insurance Company St. Paul Guardian Insurance Company 4th St. Paul Mercury Insurance Company Travelers Casualty and Surety Company Travelers Casualty and Surety Company of America United States Fidelity and Guaranty Company y G�SU,�.� w � FIRE 6�r�� i•M,.� � .• 1 NSyg4 oP �ty ANa Wn der F?�Y'WO O 5 YJ (1 t 0 4 9s f��q vORA)�ie{VJ :: ...........9 �::= P RiFORD \ \\ 2 "•`^tll m. 7 O. ': ,Wr ORPORAJ `1^: �, / MA� CONN. A catrz Less cF . o. '- o'•,SSALi3= o p� r ''� • *�' ,� �S�'�n � . ...... . .. . ...... .:adD ib � 'iLt.'• vy`� ,p . State of Connecticut City of Hartford ss. J By: Robert L. Raney. Senior Vice President On this the 4th day of August 2016 , before me personally appeared Robert L. Raney, who acknowledged himself to be the Senior Vice President of Farmington Casualty Company. Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company. Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company, and that he, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. 10 In Witness Whereof, I hereunto set my hand and official seal. ' � My Commission expires the 30th day of June, 2021. pLjG # Marie C. Tetreault, Notary Public 58440 -5 -16 Printed in U.S.A. WARNI THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER THE This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of Farmington Casualty Company. Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company, which resolutions are now in full force and effect, reading as follows: RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys -in -Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her: and it is FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary; and it is FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary; or (b) duly executed (under seal, if required) by one or more Attorneys -in -Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority: and it is FURTHER RESOLVED, that the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President. any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys -in -Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which it is attached. I. Kevin E. Hughes, the undersigned, Assistant Secretary, of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company. St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies, which is in full force and effect and has not been revoked. IN TESTIMONY WHEREOF. I have hereunto set my hand and affixed the seals of said Companies this day of 20 L ( . Kevin E. Hughes, Assistant Sec Lary r pY RTFdRD O7 WNN. f J i � l ess 2 �y � RN i � `""�`'�^,�"�"^,.1' °'!y:'�YNVa1 t °1 ......aa y g a r t ^ � �� ♦,� To verify the authenticity of this Power of Attorney, call 1- 800 -421 -3880 or contact us at www.trax Please refer to the Attorney -]n -Fact number, the above -named individuals and the details of the bond to which the power is attached. WARNING: THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER