Item C09BOARD OF COUNTY COMMISSIONERS
C ounty of M onroe A(I Mayor George Neugent, District 2
T he Fl orida Keys 4� �� m Mayor Pro Tem David Rice, District 4
l Danny L. Kolhage, District I
„ Y
„; ° W Heather Carruthers, District 3
Sylvia J. Murphy, District 5
County Commission Meeting
August 16, 2017
Agenda Item Number: C.9
Agenda Item Summary #3258
BULK ITEM: Yes DEPARTMENT: Project Management / Facilities
TIME APPROXIMATE: STAFF CONTACT: Johnnie Yongue (305) 292 -4429
NA
AGENDA ITEM WORDING: Approval to ratify the complete contract with D. L. Porter
Constructors, Inc., for the Department of Juvenile Justice Building (DJJ BLDG.) evidence locker
renovation replacing the incomplete contract that was approved as BOCC July 19, 2017 agenda item
C4. The contract now contains all required pages. Contract amount is $473,468.00. Funding is
through one cent infrastructure sales tax.
ITEM BACKGROUND: Monroe County is renovating the DJJ Bldg. on Stock Island to construct
a new evidence locker in order to relocate the Monroe County Sheriffs' Office evidence locker from
the Jefferson B. Browne Building. An RFP was issued for proposals to perform the renovations. Bids
were opened on June 29, 2017. D.L. Porter Constructors, Inc. (D.L. Porter) was the lowest
responsive responsible bidder.
The Project Management department submitted the D.L. Porter contract for approval on the July 19,
2017 BOCC (Item 4C4). The contract uploaded incorrectly and was approved by the BOCC at the
July 19 meeting with 15 pages of the document missing. The correct complete contract is attached.
PREVIOUS RELEVANT BOCC ACTION: 6/8/16 - BOCC approved a task order with William
Horn Architect for design of the evidence locker renovations. 9/11/16 — BOCC approved the project
funding and advertisement of an RFP to solicit proposals for this work. 7/19/17 — BOCC approved
the incomplete contract with D.L. Porter for the DJJ Bldg. evidence locker renovation. (The attached
contract inadvertently had omitted some pages).
CONTRACT /AGREEMENT CHANGES:
Adding Missing Pages
STAFF RECOMMENDATION: Approval.
DOCUMENTATION:
CORRECTED CONTRACT 43258 C9 8 8 17 D.L. Porter Constructors Inc. DJJ Bldg. Contract
FINANCIAL IMPACT:
Effective Date: 7/19/17
Expiration Date: None
Total Dollar Value of Contract: $473,468.00
Total Cost to County: $473,468.00
Current Year Portion: $473,468.00
Budgeted: yes
Source of Funds: 314 - 24006- CG1516
CPI: None
Indirect Costs: None
Estimated Ongoing Costs Not Included in above dollar amounts: None
Revenue Producing: No
Grant: No
County Match: No
Insurance Required: Yes
Additional Details:
If yes, amount:
Construction Cost of $473,468.00 to be spent between August, 2017 and November, 2017.
REVIEWED BY:
Kevin Wilson
Completed
08/01/2017 3:05 PM
Chris Ambrosio
Completed
08/01/2017 3:44 PM
Budget and Finance
Completed
08/01/2017 4:16 PM
Maria Slavik
Completed
08/01/2017 4:49 PM
Kathy Peters
Completed
08/01/2017 8:03 PM
Board of County Commissioners
Pending
08/16/2017 9:00 AM
Agreement
Between Owner and Contractor
Where the basis of payment is a STIPULATED SUM
AGREEMENT Made on July 19, 2017
BETWEEN the Owner: Monroe County Board of County Commissioners >
500 Whitehead Street
Key West, Florida 33040
And the Contractor: DL Porter Constructors, Inc.
6571 Palmer Park Cir.
Sarasota, Florida 34238
For the following Project: DEPARTMENT OF JUVENILE JUSTICE BUILDING
EVIDENCE LOCKER REMODEL
cs
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.
Contractor's scope of work is to demolish interior walls and detention cots as shown in
plans and construction of new walls and infill existing interior windows. Contractor is to
provide and install new doors and relocate existing lighting in lobby and entry area. The
existing toilets with sinks and cell's cots are to be removed. The reconfigured space is to
include new handicap bathroom, janitor closet, break room, lobby, and entry vestibule.
The existing HVAC system is to remain. HVAC vents are to accommodate new interior
walls. Provide and install new exhaust in the evidence storage and dry storage as shown
on plans. Contractors work will take place in an interior secure envelope. Contractor will
be required to abide by Department of Juvenile Justice security requirements, clean
jobsite and access routes, and haul away debris at the end of each day. Contractor is
required to move Dryer in existing space to new location identified by Department of
Juvenile justice next to existing washing machine, contractor will be required to cut hole
in concrete fire rated floor, and reseal for Dryer exhaust (not shown in drawings).
Scope for Alternate Proposal is to include demolition of existing and, construction and
installation of new plumbing and electrical fixtures in area shown as the Limits for ADD Alt
1 on sheet A -2. Items such as HVAC work that is physically located in the limits of ADD
alternate 1 as shown on drawings but is necessary for completion of work in Base Bid
section shall be included in the base bid.
DEPARTMENT OF JUVENILE JUSTICE BUILDING
EVIDENCE LOCKER REMODEL
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
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
Ninety (90) 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.
AGREEMENT Page 2 of 52
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.
AGREEMENT Page 2 of 52
DEPARTMENT OF JUVENILE JUSTICE BUILDING
EVIDENCE LOCKER REMODEL
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 Four Hundred Seventy -Three Thousand Four
Hundred Sixty -Eight and 00/100 Dollars ($473,468.00), where contract sum includes
the acceptance of alternate 1, subject to additions and deductions as provided in the
Contract Documents.
4.2 The Contract Sum is based upon the following alternates, if any, which are described in
the Contract Documents and are hereby accepted by the Owner:
Alternate #1: Scope of the alternate proposal is to include demolition of existing and
construction and installation of new plumbing and electrical fixtures in area shown as the
limits for ADD Alt 1 on sheet A -2 Items such as HVAC work that is physically located in the
limits of ADD Alt 1 as shown on drawings but is necessary for completion of work in the
base bid shall be included in the base bid.
Ninety -One Thousand Eight Hundred Eighty -Six and 00/100 dollars
$91,886.00
4.3 Unit prices, if any, are as follows: None.
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:
AGREEMENT Page 3 of 52
DEPARTMENT OF JUVENILE JUSTICE BUILDING
EVIDENCE LOCKER REMODEL
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 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
AGREEMENT Page 4 of 52
DEPARTMENT OF JUVENILE JUSTICE BUILDING
EVIDENCE LOCKER REMODEL
(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.
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 Page 5 of 52
DEPARTMENT OF JUVENILE JUSTICE BUILDING
EVIDENCE LOCKER REMODEL
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 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.
AGREEMENT Page 6 of 52
DEPARTMENT OF JUVENILE JUSTICE BUILDING
EVIDENCE LOCKER REMODEL
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.
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i) 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 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.
AGREEMENT Page 7 of 52
DEPARTMENT OF JUVENILE JUSTICE BUILDING
EVIDENCE LOCKER REMODEL
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.
1) 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.
Pursuant to F.S. 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
AGREEMENT Page 8 of 52
DEPARTMENT OF JUVENILE JUSTICE BUILDING
EVIDENCE LOCKER REMODEL
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.
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
AGREEMENT Page 9 of 52
DEPARTMENT OF JUVENILE JUSTICE BUILDING
EVIDENCE LOCKER REMODEL
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.
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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.
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
AGREEMENT Page 10 of 52
DEPARTMENT OF JUVENILE JUSTICE BUILDING
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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 0
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 Contractors 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 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.
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DEPARTMENT OF JUVENILE JUSTICE BUILDING
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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: Marshall White Ph. 941 - 929 -9400
DL Porter Constructors Inc.
6571 Palmer Park Circle
Sarasota, Florida 34238
For Owner: Director of Protect Management Assistant County Administrator, PW & E
1100 Simonton St., Room 2 -216 1100 Simonton St
Key West, Florida 33040 Key West, Florida 33040
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: )WA -0,5; LS -1; EX -1,2; AD -1; M -1,3; P -1,3; E -1,5; FA -1,2
b) Project Manual: Dated May, 2017 May 25, 2017
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
AGREEMENT Page 12 of 52
DEPARTMENT OF JUVENILE JUSTICE BUILDING
EVIDENCE LOCKER REMODEL
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This Agreement is entered into as of the day and year first written above and is executed in at
least TWO (2) original copies of which one (1) is to be delivered to the Contractor.
BALANCE OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE TO FOLLOW
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AGREEMENT Page 13 of 52
11 Ij�ll !!I III 1 11111
II I k ill I I I
I T1110 1
Execution by the Contractor must be by a person with authority to bind the entity.
SIGNATURE OF THE PERSON EXECUTING THE DOCUMENT MUST BE NOTARIZED.
(SEAL)
Attest: Keven Mal Clerk
By:
Deputy Clerk
Date
(SEAL)
Contractor must provide two witnesses
signatures
Signature, — e
Print Name: Coleen Castagna
Title: Controller
Date. 7110117
and
Signature:--
Print Name: Paulette Jewell
Title: Corp. Secretary
Date: 7/10117
it ii I • , I
101Ae&6jI![; naltsizill I i
0
Mayor/Chairman
Title: President
Date: July 10, 2017
MONROE COUNTY ATTORNEY
APPROVED AS TO FORM
CHRISAMBROSIO
ASST ANT ATTORNEY
Date: C' / - / / 2
STATE OF FLORIDA, COUNTY OF Sarasota
On this 10th dav of July —1, 20 17 . before me, the undersigned notary public,
personally — appeared Gary A. Loer --- IN known to me to be the person whose name is
subscribed above or who produced — x - xxxxxxxxxxxxxxxx as identification, and acknowledged
that he/she is the person who executed the above contract with Monroe County for
(DEPARTMENT OF JUVENILE JUSTICE BLDG. EVIDENCE LOCKER REMODEL) for the
purposes therein contained.
Y, KIM MCGINNIS
Notary Public
NOTARY COMMISSION If FF203112
Print Name Kim McGinnis 4 ci P TA Tr UDUr or' EXPIRES Feb 24, 2019
rt j BONDED THROUGH
Feb.24,2019 RU INSURANCE COMPANY
My commission expires
End of Section 00500
AGREEMENT Page 14 of 52
DEPARTMENT OF JUVENI LE JUSTI CE BUI LDI NG
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.
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DEPARTMENT OF JUVENILE JUSTICE BUILDING
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1.2 Execution, Correlation and Intent
1.2.1 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.
1.2.2 The intent of the Contract Documents is to include all items necessary for the proper
execution and completion of the Work by the contractor. The Contract Documents are
complementary, and what is required by one shall be as binding as if required by all;
performance by the Contractor shall be required only to the extent consistent with the
Contract Documents and reasonably inferable from them as being necessary to produce
the intended results.
1.2.3 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.
1.2.4 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.
1.2.5 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
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DEPARTMENT OF JUVENILE JUSTICE BUILDING
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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 11 "x 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,
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.
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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.
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 twenty -four (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 any 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
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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.
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
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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
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
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DEPARTMENT OF JUVENILE JUSTICE BUILDING
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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.
Ei
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 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.
General Conditions of the Contract Page 21 of 52
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3.10.4 Project Management will schedule and conduct a project meeting at a minimum of one (1)
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 (1) 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.
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
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DEPARTMENT OF JUVENILE JUSTICE BUILDING
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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
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.
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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 /her consent to cutting
or otherwise altering the Work.
Ei
3.14.3 The Contractor shall arrange for any blockouts, cutouts, or openings required for the
installation of his /her materials and equipment and the execution of his /her 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
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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). 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 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.
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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.
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
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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
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 Contractors 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 4.6.17 through 4.6.19 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
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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 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.
4.6.15 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.
4.6.16 Project Management will provide one (1) or more project representatives to assist in
carrying out his /her 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.
4.6.17 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.
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4.6.18 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.
4.6.19 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.
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 precedent 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.
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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 ten (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.
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, a 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.
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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 AND SUB - 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 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,
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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.
I. 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
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
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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 /her work with the work of
other contractors on the site. The Owner and Project Management shall be held harmless
for any and all costs and time increases associated with improper coordination.
Ei
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 /she is entitled to an extension of time for completion
of any portion or portions of the work, he /she shall, within seventy -two (72) hours of the
occurrence of the cause of the delay, notify Project Management in writing, of his /her
contention: setting forth (A) the cause for the delay, (B) a description of the portion or
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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 /she 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 /she 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 /her 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
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proposed will cause substantial inequity to the Owner or Contractor, the applicable unit
prices shall be equitably adjusted.
7.2 Change Orders
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
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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 a net cost to Owner as defined in
section 5.6.1 of the 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 /her percentage mark-
up for overhead and profit shall be a maximum addition of ten percent (10 %)
on his /her direct Work only. If the Contractor performs part of the actual Work,
his /her 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 /her by Project Management, by
drawings or otherwise, involve extra Work not covered by the Contract, he /she 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.
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
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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.
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 Notice to Proceed
per this 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.
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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
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 /her refusal or failure
to carry the Work forward expeditiously with adequate forces, the Contractor causing the
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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 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. Each
application for payment of materials stored onsite shall not exceed the amount of the
certified vendor invoice(s) for said materials, less retainage per Sec. 00500, 5.6.1 -5.8 and
F.S. 218.735 (8)(a).
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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 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
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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.
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.
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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 /her suppliers and Sub - subcontractors in a
similar manner.
9.8 Substantial Completion
9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or
designated portion thereof is sufficiently complete in accordance with the Contract
Documents so the Owner can occupy or utilize the Work for its intended use.
9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees
to accept separately, is substantially complete, the Contractor and 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
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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.
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
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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, 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.
(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.
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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 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
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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, and 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 or negligence of the Contractor. The
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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, Project Safety and Health Plan, 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 00130, Insurance Requirements and Forms
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
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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: 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: See Section 00130, Insurance Requirements and Forms, for the
minimum requirements.
11.3 Public Construction Bond
11.3.1 A Public Construction 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
the Contract Documents, costs of uncovering and replacement shall, by appropriate
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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.
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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 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 /herself, his /her 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 Not used.
13.4 Rights and Remedies
13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies
available thereunder shall be in addition to and not a limitation of duties, obligations, rights
and remedies otherwise imposed or available by law.
13.4.2 No action or failure to act by the Owner, 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.
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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.
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:
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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.
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