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Item C20BOARD OF COUNTY CONEMMIC AGENDA ITEM SUADIARY Meeting Date: Febn:ary 20.2013 Division: Public Works/Ensineerin$ Bulk Item: Yes X. No _ Deparhnent:fject MMUMMI Staff Contact Perwn/Phone #: hM Barrett X4416 AGENDA ITEM WORDING: Approval of a Third Amendment to the Agreement with Contracting Specialists, Inc. SE (CSI) for continuing the Brick & Mortar Restoration at the East Martello Tower. This project is fully funded through the Monroe County Tourist Development Council (TDC). rM4 BACKGROUND: CSI was awarded the contract for the first stage of Masonry Restoration at both the East and West Martello Towers. The original Agreement with CSI, dated February 16, 2011, allows CSI to continue with masonry work, at the discretion of the Owner, in the event the County is awarded funding for future Brick 8t Mortar Restoration. The TDC has awarded $100,000 for the first, second and third stages of restoration for each fort. At their July 31, 2012 meeting, the TDC awarded an additional $100,000 for each fort to continue with stage 4. This Third Amendment is to continue to Stage 4 of the Restoration work. PREVIOUS RELEVANT BOCC ACTION: On February 16, 2011, the BOCC awarded with CST, Inc. for the Brick and Mortar Restoration at the East Martello Tower. On September 21, 2011, the BOCC approved a First Amendment to the Agreement with CSI to continue with Stage 2 of the Restoration, and on July 18, 2012, the BOCC approved a Second Amendment to the Agreement allowing CSI to continue with Stage 3 of the Restoration. CONTRACT/AGREEMENT CHANGES: Continue to Stage 4 of the Brick & Mortar Restoration at the East Martello Tower, utilizing funds awarded by the TDC. STAFF RECOM1VlMATIONS: Approval as stated above. TOTAL COST: $91.000.00 INDIRECT COST: BUDGETED: Yes -2L No DT1 TERENTIAL OF LOCAL PREFERENCE: N/A COST TO COUNTY:_$91.000.00 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes _�+NNoo ��/x AMOUNT PER MONTH Year APPROVED BY: County Atty Xi &A Risk Manageme4�� DOCUMENTATION: Included X Not Required DISPOSITION: AGENDA ITEM # Revised 7/09 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Contracting Specialists In Contract # Effective Date: 02/20/13 Expiration Date: Contract PurposelDescription: Third Amendment to continue with Stage 4 of the East Martello Tower Mmwry Restoration Contract Manager. Ann Riger X4439 Project t/Sto #1 (Name) Md.) (Department/Stop #� for BOCC meeting on 02/20/13 AgendaDeadline:02/05/13 CONTRACT COSTS Total Dollar Value of Contract: $ 91,000.00 Current Year Portion: $ 91,000.00 Budgeted? YesN No ❑ Account Codes: 117-77040-530340-TM2739BY 530310 Grant: $ N/A 117777040-53034Q.TM37398X 530310 County Match: $ N/A ADDMONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included indollar value above) ft maintenance, utilities, ,janitorial, salaries, < Date In Division Director Q - s ) & Risk Management a `L5 03&B./f'"ing a -,S-r3 county Attorney/fl -Jt> --r— Comments: REVIEW Changes Date Out :d:l or YesEl aj�-i e■ NoM YesEl NoB- THIRD AMENDMENT TO AGREEMENT BETWEEN OWNER AND CONTRACTOR FOR BRICK AND MORTAR RESTORATION AT THE EAST MARTELLO TOWER, KEY WEST, FLORIDA THIS THIRD AMENDMENT to the AGREEMENT BETWEEN OWNER AND CONTRACTOR (hereinafter "AGREEMENT') is made and entered this 20'h day of February, 2013, between MONROE COUNTY (the "Owner" or "County"), and CONTRACTING SPECIALISTS, INC. SE (the "Contractor') in order to amend the Agreement between the parties dated February 16, 2011, as First Amended on September 21, 2011, and as Second Amended on July 18, 2012 and as follows: WHEREAS, the East Martello Tower is a National Register Historic site and museum servicing the Florida Keys as a vivid reminder of days gone by and as continued attraction for residence and visitors alike; and WHEREAS, it is a legitimate public purpose to renovate and repair the historic East Martello Tower and museum, in a historically accurate manner, and WHEREAS, on February 16, 2011, the BOCC approved an AGREEMENT between Monroe County and Contracting Specialist, Inc. SE for the Brick and Mortar Restoration at the East Martello Tower for a not to exceed price of $80,000, referred to as Stage 1; and WHEREAS, at Article 2 paragraph C, of the AGREEMENT, it is anticipated that in the event of future fimding an award for additional work may be made at the discretion of the Owner, and WHEREAS, on August 9, 2011 the Tourist Development Council (TDC) approved additional fimding of $100,000 of which $91,000 was for the Contractor, and $9,000 for the Architect, for the continuation of the Restoration of Brick & Mortar at the East Martello Tower, and WHEREAS, on September 21, 2011, the BOCC approved a FIRST AMENDMENT to the AGREEMENT amending Article 2 Paragraph C of the original AGREEMENT eliminating additional work to be billed by unit prices; amending Article 3.1 of the original AGREEMENT allowing Oe Hundred Eighty (180) calendar days to achieve Substantial Completion for the additional work, and amending Article 4 of the original AGREEMENT providing a Scope of Work for the Additional Work, the funding for which was approved by the TDC on August 9, 2011, and establishing lump sum payment prices for each portion of the Scope of Work, referred to as Stage 2; and WHEREAS, on March 27, 2012, the TDC approved additional funding of $100,000 to continue with the Restoration of Brick & Mortar at the East Martello Tower of which $91,000 was for the Contractor, and $9,000 for the Architect; and WHEREAS, On July 18, 2012 the BOCC approved a SECOND AMENDMENT to the AGREEMENT amending Article 3.1 of the original AGREEMENT allowing another One Hundred Eighty (180) calendar days to achieve Substantial Completion for the additional work, and amending Article 4 of the original AGREEMENT providing a Scope of Work for the Additional work, the funding for which was approved by the TDC on March 27, 2012, and establishing lump sum payment prices for each portion of the Scope of Work, referred to as Stage 3; and East Martello Brick & Mortar Restoration 1 WHEREAS, On July 31, 2012, the TDC approved additional funding of $100,000 of which $91,000 is for the Contractor, and $9,000 for the Architect, to continue the Restoration of Brick & Mortar at the East Martello Tower; the scope of work for this additional funding is set out in paragraphs 1 through 3 below: and NOW THEREFORE, in consideration of the ' mutual promises contained herein, the parties hereby agree to amend the AGREEMENT as follows: 1. The Contractor agrees to continue the Brick & Mortar Restoration (Stage 4) under the scope of work and prices set forth below in this Second Amendment to the AGREEMENT. 2. Article 3.1 shall be amended to add the following sentence at the end of the section, the remainder of the Article 3 shall remain unchanged and shall apply to the Contractor as if fully set forth herein: "The Contractor shall achieve Substantial Completion of the additional work described in this Third Amendment, not later than One Hundred Eighty (180) calendar days after the date of commencement or issuance of a Notice to Proceed on the Additional Work under this Amendment." 3. Ardcle 4 shall be amended to add the following Scope of Work for the Additional Work under this Third Amendment as follows: East Martello Stage 4 Masonry Restoration will focus on the public entry wall at the west end of the casemate battery, including structural repairs at the public entry, completely restore the north end counterscarp sally port bay, and complete the 6 remaining sills of the canon ports of the casemate battery. • North end sally port $2,600.00 • Casemate battery canon port sills 7,200.00 • Entry/west end casemate: Repointing 35,100.00 New brick installation 4,500.00 Structural repair at entrance includes 23,000.00 Steel lintels, construct arch, relocate doors, construct ceiling, relocate electric, install light Sub -total $72,400.00 General conditions & overhead, profit, misc. items 18 00.00 Total $91,000.00 BALANCE OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE TO FOLLOW East Martello Brick & Mortar Restoration 4. All terms and conditions of the AGREEMENT dated February 16, 2011 and as approved on September 21, 2011 and July 18, 2012, not inconsistent herewith, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have set their hands and Seals on the day first written above. Execution by the Contractor must be by a person with authority to bind the entity. SIGNATURE OF THE PERSON EXECUTING THE DOCUMENT MUST BE WPTNESSED. (SEAT.) Attest: DANNY L. KOLHAGE, CLERK By: W 7---k 1) Melissa M. Harris Print Name of Witness Address' 453 South Main Street Attleboro, MA o27o3 Date: February 5, 2oi3 BOARD OF COUNTY COMNIISSIONERs OF MONROE COUNTY, FLORIDA By: CO CTOR Contrac 7p 4 By: ✓y I Print ame• M A. Johnson Title: Date: February & 2013 MONROE COUNTY ATT RNEY AP ROVED AS TO RM: Zee NATILEENE SSEL ASSISTANT COUNTY ATTORNEY Date - S'z AL14e P e , Ikecc_ej 3 East Martello Brick & Mortar Restoration CONTR-1 OP ID• KE '`;�, R"r CERTIFICATE OF LIABILITY INSURANCE ;y 12 2' THIS CERTIFICATE IS ISSUED AS A NATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. if SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endarsements PRODUCER Phone.772-223-0400 620 SEC ntral Parkwayart Fax: 772 223-1919 Stuart, FL 34994 Thomas N.Tardonla CONTACT T: PJO� N : ' AWRESB: INSUREIM AFFORDING COVERAGE NASI e INSURE RA: Brid afield Employers Ins. Co. 10701 INSURED Contracting Specialists, Inc. Southeast 1800 N. ire Road Bea Pompanoo Beach, FL 3308E NsuRER a: Gemini Insurance Co INSURER C: FCCI Insurance Co. 10178 INsuRERD:St Paul Surplus Lines Ins Co /USURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: RFVI91e1M MIJM sFR: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAYHAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF INSURANCE POLICY NIAMJSIR M LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000, B X COMMERCIAL GENERAL LIABILITY CLAIMS.M.ADE ❑X OCCUR VFGP001222 BYV• YIiISI� G 03/23/2012 MW OYM12013 DAMAOETOPREMISES RENTS. $ 100,00 MEDEXP(Anyonoporson) S Excluded PERSONAL& ADV INJURY $ 1,000, GENERALAGGREGATE t 2,000,00( DA W GEN'LAGGREGATE LIMIT APPLIES PER : PRODUCTS- COMPIOP AGG S 2w�r POLICY PRO• LOC $ AUTOMOfNLELUIBILnY COMBIM1EDSINGLE M Eeeceidenl ; 1,000,001 BODILY INJURY (Per person) S C ANY AUTO 0013182 4 OW212012 0312212013 AALL UTOOWNED X AUUTTOEDSULED X HIR®AUTOS X NAUTOSON-OWNED BODILY INJURY IPer occident) S S S X UMSRELLALIAa HCLAIMS-MADE OCCUR EACH OCCURRENCE If 10,000, D EXCESSLIAB UP12T5493812NF 03/23/2012 03/23/2013 AGGREGATE s 1%0001 DED I X I RETENTION 10,000 S 1 WORKERS COMPENSATION A AND EMPLOYERS' LtADL17Y ANY PROPRIEfORIPARiNEIZSECUTIVE YIN OFFICERnV EMBER EXCLUDED? (MaulidatoJY.MNH) If yes, describe under DESCRIPTIONOFOPERATIONSbelow N J A 830d8657 0=6/2012 08/06/2M3 EL EACH ACCIDENT $ 100, EL.DISEASE -EAEMPLOYEE S 100, E.L. DISEASE-POLICYLIMI7 S 500, DESCRIPTION OF OPERATIONS J LOCA71ONS I VEM YES (Aft ch ACORO tel, Addltland Relrurin Schedule, if mare apace le r"Wra j Re Projeat - East and West Wartello in Key West. The certificate holder is named as an additional insured on both the General Liability S the Commercial Auto Monroe County Board of County Commissioners 500 Whitehead Street Key West, FL 33D40 ACORD 25 (2010/05) MONROE1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WNTH THE POLICY PROVISIONS. dI 1988 s010 The ACORD name and logo are registered marks of ACORD rights reserved. STATE OF FLORIDA - tai DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION CONSTRUCTION INDUSTRY LICENSING BOARD (850) 487-1395 , . 1940 NORTH MONROE STREET � wan TALLAHASSEE FL 32399-0783 TIPNIS, ABHIJIT CONTRACTING SPECIALISTS INCORPORATED - SOUTH EAST 1600 N POWERLINE ROAD POMPANO BEACH FL 33069 Congratulations! With this license you become one of the nearly one million Floridians licensed by the Department of Business and Professional Regulation. PROFS Our professionals and businesses range from architects to yacht brokers, from boxers to barbeque restaurants, and they keep Florida's economy strong. Every day we work to improve the way we do business in order to serve you better. For information about our services, please log onto www.myfloridalicense.com, ZIDA There you can find more information about our divisions and the regulations that impact you, subscribe to department newsletters and learn more about the Department's initiatives. Our mission at the Department is: License Efficiently, Regulate Fairly. We constantly strive to serve you better so that you can serve your customers. Thank you for doing business in Florida, and congratulations on your new license! atiou'datm:� DETACH HERE 'A .1vs _,MSS ,;7 E r.TjLATT dN ft2---12'00;03b02'-- Z Y, tl- * 8` y�- "STAT E �--OF FL(7RIDA `4, N� 'XRT EN `6 S= N CC`! DEP -X T-f --,9U �A D" PROFESS; ONAL� REGULATION T V.. rs.,-ING- BOARD #:Li2082802550 12'ON �INDVS- Q 7�• -SE !7r 111111=LICENSE 4 cdc -0.0. . 3'S "t Ar IR-A-ACT T1 "d W er the-T7-provisions --'of "Ch&p' XKpirati-on -date :%,AUG .--3:i -Xi FE T IP N1,S GONTRACTIN SPECIALISTS` V EAST:-'. 1.60-0'N. POWERLINE -ROAD` POMPANO BEACH FL 3.3 06 A, 4 KEN LAWSON SECRETARY M16MP AXI Ac, rjr--;�j iimr-r-;�. fn�/ I Ain[ C f KEY VEST BUSINESS TAX RENEVVAL NOTICE City of Key West Licensing Division P.O. Box 1409 (,3140 Flagler Ave.) Key West. FL 33040 Phone (305)809-3955 Fax (305) 809-3978 ;LICENSE PERIOD October 1, 2012 THROUGH September 30, 2013 Control Number i Due if paid by Due if aid b�� Due if aid by Due if aid b Due if aid b j Septemher 30"' i October, 2012 # 18205 j$ 309.75 $ 340.72 November, 2012 $ 356.21 December, 2012 $ 371.70 January, 2013 $387.18 Waste Mgmt. Acet. # CONTRACTING SPECIALISTS INCORP 1600 N POWERLINE RD If no longer in business, please POMPANO BCH FL 33069 initial here and return. Please detach at perforation and return this portion with your payment. Make check payable to "City of Key West." Business Information Owner Information Business Name: CONTRACTING SPECIALISTS INCORP TIPNIS, ABHIJIT Location: 1600 N POWERLINE RD KEY WEST FL POMPANO BCH, FL 33069 Type License: CONTRACTOR - CERT GENERAL CONTRACTOR (if any of this information has changed please contact the Licensing office) Required information for renewal: PROOF OF COMMERCIAL GARBAGE SERVICE. All businesses must provide proof of commercial garbage account with Waste Management (phone (305) 296-2794) with license payment. 1. Exceptions: This does not apply to residential rental units, cosmetologists or massage therapists working in a licensed salon, charter boats operating from a licensed marina, mobile services, home occupations, of businesses with a business location outside of the Key West city limits. 2. If your business has a commercial garbage account in your business name, please enclose a copy of your most recent bill. 3. if your business has commercial garbage provided by the property owner or another business, please write the account name:'number on the portion of the renewal form which is being returned with payment. STATE LICENSE If your business is regulated by the State of Florida, enclose a copy of your current state license. CONTRACTORS Please attach liability and workers compensation insurance certificate(s). CITY SEWER AND GARBAGE ACCOUNTS All City sewer and garbage accounts for property must be current. (For your records) , MOUnt paid: _. ._ _ _.__ � late:.____ ___.._ Check #: KEY WEST BUSINESS TAX RENEWAL NOTICE City of Key West Licensing Division P.O. Box 1409 (3140 Flagler Ave.) key West, FL 33040 Phone (305)809-3955 Fax (305) 809-3978 LICENSE PERIOD October 1, 2012 THROUGH September 30, 2013 Dueif paid by Due if aid by Due if paid by Due if paid by Due if paid b ffControlNumber 762 September 30'r $ 309.75 October, 2012 $ 340.72 November, 2612 $ 356.21 December. 2012 $ 371.70 January, 2013 $387.18 J CONTRACTING SPECIALISTS INC SO 1600 N POWERLINE RD POMPANO BCH FL 33069 Waste Mgmt. Acet. # If no longer in business, please initial here and return. Please detach at perforation and return this portion with your payment. Make check oavahle to "Ciry of Ki-x: Wect 11 Business Information Business Name: CONTRACTING SPECIALISTS INC SO Location: 16 0 0 N POWERLINE RD POMPANO BCH, FL 33069 Type License: CONTRACTOR - CERT GENERAL CONTRACTOR ------------- ...... Owner Information CONTRACTING SPECIALISTS INC S POMPANO BCH FL 33069 anv of this information has Charmed nlease rnntnnt the i i�cncinn .,f��ol Required information for renewal: PROOF OF COMMERCIAL GARBAGE SERVICE. All businesses must provide proof of commercial garbage account with Waste Management (phone (305) 296-2794) with license payment. 1. Exceptions: This does not apply to residential rental units, cosmetologists or massage therapists working in a licensed salon, charter boats operating from a licensed marina, mobile services, home occtipafians; or businesses with a business location outside of the Key West city limits. 2. If your business has a commercial garbage account in your business name, please enclose a copy of your most recent bill. 3. If your business has commercial garbage provided by the property owner or another business, please write the account name/number on the portion of the renewal form which is being returned with payment. STATE LICENSE If your business is regulated by the State of Florida, enclose a copy of your current state license. CONTRACTORS Please attach liability and workers compensation insurance ccrtificate(s). CITY SEWER AND GARBAGE ACCOUNTS All City sewer and garbage accounts for property must be current. (For your recor(s) Amount paid:.�_ _ ��_ Date: _ Check #: J SECOND AMENDMENT TG• I AGREEMENT BETWEEN OWNER AND CONTRACTOR FOR BRICK AND MORTAR RESTORATION AT THE EAST MARTELLO TOWER, KEY WEST, FLORIDA THIS 'SECOND AMENDMENT to the AGREEMENT BETWEEN OWNER AND CONTRACTOR (hereinafter "AGREEMENT") is made and entered this 18' day of July, 2012, between MONROE COUNTY (the "Owner" or "County"), and CONTRACTING SPECIALISTS, INC. SE (the "Contractor") in order to amend the Agreement between the parties dated February 16, 2011, and as Amended on September 21, 2011, as follows: WHEREAS, the East Martello Tower is a National Register Historic site and museum servicing the Florida Keys as a vivid reminder of days gone by and as continued attraction for residence and visitors alike; and WHEREAS, it is a legitimate public purpose to renovate and repair the historic East Martello Tower and museum, in a historically accurate manner; and WHEREAS, on February 16, 2011, the BOCC approved an AGREEMENT between Monroe County and Contracting Specialist, Inc. SE for the Brick and Mortar Restoration at the East Martello Towers for a not to exceed price of $80,000; and WHEREAS, at Article 2 paragraph C, of the AGREEMENT, it is anticipated that in the event of future funding an award for additional work may be made at the discretion of the Owner; and WHEREAS, on August 9, 2011 the Tourist Development County (TDC) approved additional funding for the Contractor in the amount of $91,000.00, and $9,000.00 for the Architect, for the continuation of the Restoration of Brick & Mortar at the East Martello Tower; and WHEREAS, on September 21, 2011, the BOCC approved a FIRST AMENDMENT to the AGREEMENT amending Article 2 Paragraph C of the original AGREEMENT eliminating additional work to be billed by unit prices; amending Article 3.1 of the original AGREEMENT allowing One Hundred Eighty (180) calendar days to achieve Substantial Completion for the additional work, and amending Article 4 of the original AGREEMENT providing a Scope of Work for the Additional Work, the funding for which was approved by the TDC on August 9, 2011, and establishing lump sum payment prices for each portion of the Scope of Work; and WHEREAS, on March 27, 2012, the TDC again approved additional funding (for the second time) to the Contractor in the amount of $91,000.00 and $9,000.00 for the Architect, to continue the Brick & Mortar Restoration at the East Martello Tower; the scope of work for this additional funding is set out in paragraphs 1 through 3 below: and NOW THEREFORE, in consideration of the mutual promises contained herein, the parties hereby agree to amend the AGREEMENT as follows: 1. The Contractor agrees to continue the Brick & Mortar Restoration under the scope of work and prices set forth below in this Second Amendment to the AGREEMENT. 2. Article 3.1 sha— a amended to add the following sentt at the end of the section, the remainder of the Article 3 shall remain unchanged and shall apply to the Contractor as if fully set forth herein: "The Contractor shall achieve Substantial Completion of the additional work described in this Second Amendment, not later than One Hundred Eighty (180) calendar days after the date of commencement or issuance of a Notice to Proceed on the Additional Work." 3. Article 4 shall be amended to add the following Scope of Work for the Additional Work under this Second Amendment as follows: • Casemate battery south face, clean efflorescence $2,600.00 • Casemate battery west end north face, repoint/repair 17,500.00 • Casemate battery east end, east face 32,500.00 • West counterscarp ca.semates defoliate, repair/repoint/clean 16,250.00 • Northwest counterscarp bays each side of service entrance 7,500.00 • First bay east of Sally Port 1,100.00 Sub -total $77,450.00 • General Conditions, Overhead, Profit, Misc. Items 13,550.00 Total $91,000.00 4. All terms and conditions of the AGREEMENT dated February 16, 2011 and as approved on September 21, 2011 not inconsistent herewith, shall remain in full force and effect. . written aUov� i WITNESS: 1) Witness WHEREOF, the parties hereto have set their hands and Seals on the day first Execution by the Contractor must be by a person with authority to bind the entity. )F THE PERSON EXECUTING THE DOCUMENT MUST BE WITNESSED- L. KOLHA.GE, CLERK Print Name of Witness Address: Date: BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA A, By: CONTRACTOR Contracting Specialists, Inc. SE By: I -- Print Name: y K t t P t4A .S Title: {Z 1 lV C1 4 RCL- Date: 6 P 12- MONROE COUNTY ATTORNEY APPR VED AS TO F�RM.. NATILEENE W. CASSEL ASSISTANT COUNTY ATTORNEY Date-- - - ;?- aZA - —1!0- e 2- / Monroe County ..4 FIRST AMENDMENT TO AGREEMENT BETWEEN OWNER AND CONTRACTOR FOR BRICK AND MORTAR RESTORATION AT THE EAST MARTELLO TOWER, KEY WEST, FLORIDA THIS FIRST AMENDMENT to the AGREEMENT BETWEEN OWNER AND CONTRACTOR (hereinafter "AGREEMENT) is made and entered this 21' day of September, 2011, between MONROE COUNTY (the "Owner" or "County'), and CONTRACTING SPECIALISTS, INC. SE (the "Contractor) in order to amend the Agreement between the parties dated February 16, 2011 as follows: WHEREAS, The East Martello Tower is a National Register Historic site and museum serving the Florida Keys as a vivid reminder of days gone by and as continued attraction for residents and visitors alike; and WHEREAS, on February 16, 2011, the BOCC approved an AGREEMENT between Monroe County and Contracting Specialist, Inc. SE for the Brick and Mortar Rmtoratiton at the East Martello Towers for a not to exceed price of $80,000; and WHEREAS, at Article 2 paragraph C, of the AGREEMENT, it is anticipated that in the event of future funding an award for additional work may be made at the discretion of the Owner, and WRrRrAc, on August 9, 2011, the Tourist Development Council (TDC) approved $100,000 additional funding for continuation of the Restoration of Brick & Mortar at the East Martello Towers; and WHEREAS, it is a legitimate public purpose to renovate and repair the historic East Martello Tower and museum, in a historically accurate manner; and WHEREAS, Contracting Specialist, Inc. SE has the ability and desires to continue the AGREEMENT and to accomplish further repairs under this First Amendment to the East Martello Tower; NOW TFERMORE, in consideration of the mutual promises contained herein, the parties hereby agree to amend the AGREEMENT as follows: 1. The Contractor agrees to continue the Brick & Mortar Restoration under the scope of work and prices set forth below in this First Amendment to the AGREEMENT. 2. Article 2 Paragraph C shall be amended to read as follows: "C. This project is funded by the Tourist Development Council IN THE EVENT MONROE COUNTY IS AWARDED FUNDING FOR FUTURE BRICK & MORTAR RESTORATION AT THE EAST MARTELLO TOWER AND MUSEUM DURING THE COURSE OF THIS CONTRACT AN AWARD TO THE CONTRACTOR FOR ADDITIONAL WORK MAY BE MADE AT THE DISCRETION OF THE OWNER_ 3. ARTICLE 3.1 shall be amended to add the following sentence at the end of the section, the remainder of the Article 3 shall remain unchanged and shall apply to the contractor as if fully set forth 11Page herein: 'The Contractor shall achieve Substantial Completion of the additional work described in this First Amendment, not later than. One Hundred Eighty (180) calendar days after the date of commencement or issuance of a Notice to Proceed on the Additional Work" 4. ARTICLE 4 shall be amended to add the following section: "4.4 The Scope of Work for the Additional Work under this First Amendment and the lump sum payment for each portion of the scope of work shall be as follows: • Reconstruct Structural Arch at Service Entrance $46,400.00 • N.W. Counterscarp Priority 1 & 2 Work 5,808.00 • N.E. Counterscarp Priority 1 & 2 Work 8,220.00 • E - SE Casemate Battery 2,933.00 • E. Counterscarp Priority 1, 2, & 3 Work 6,025.00 • Roof Parapet Repairs 7,431.00 Sub -total $76,817.00 • General Conditions & Miscellaneous items 14,183.00 Total $911000 00 5. All terms and conditions of the Agreement dated February 16, 2011, not inconsistent herewith, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have set their bands and Seals on the day first written above. Execution by the Contractor must be by a person with authority to bind the entity.. SIGNATURE OF THE PERSON E�iGtN_G, THE DOCUMENT MUST BE NOTARIZED AND WITNESSED BY ANOTAER OFFICER OF THE ENTI`I`X 1tr vA Clerk WITNESS: 1)e a-�► Witnes 1 `l "VC - Print Name for Witness 1 Date: al - % LY - \ \ BOARD + COUNTY COAff IISSIONERS OF M G ORIDA By: ayorlChairman CONTRACTOR Contracting Speci lists Inc., SE By: , Print Name: At3 1 T P N l S Title: PILI tacl tit, Date: q- N.- STATE OF FI. RIDA C0041 r OF (0 a this LA day of :§! J mbkC .20 before me., the undersigned notary public, personally appeared known to me to be the person whose name is subscribed above or who produced as c on, ebolmowledged that he/she is the person who executed the above c outract with Monroe County, for the ES-A-1 TERRIL AROCH2 j Pa g e MY COMMISSION # DD 9116M EXPIRES: September 12, 2013 onded Thru Notary Public UnderwritersM.- I My commission expires 1,21 Doh 3 MONROE COUNTY ATTORNEY_ A PROVED AS �C ON ��f/J NATILEENE I CASSEL ASSISTANT COUNTY ATTORNEY Date— :/ — �i EAST MA. %LLO BRICK and MORTAR RESTOR, ION —KEY WEST Agreement Between Owner and Contractor where the basis of payment is a STIPULATED SUM AGREEMENT made as of the Sixteenth day of February in the year of Two Thousand and Eleven (In Words, indicate day, month and year.) BETWEEN the Owner: Monroe County Board of County Commissioners (Name and address) 500 Whitehead Street Key West, Florida 33040 and the Contractor: Contracting Specialists, Inc. SE (Name and address) 1600 N. Powerline Road Pompano Beach, FL 33069 For the following Project: EAST MARTELLO BRICK AND MORTAR RESTORATION The Scope of Work: Structural stabilization of the historic masonry at the East Martello Tower. The East Martello Tower is a National Register historic site. Work shall include the following: Project Management The Architect is: License No. • South Wall all priority 1 work • South Wall all priority 3 work • West/Southwest Casemate Battery (Public entry) priority 1 work • West Counterscarp Casemates both bays all priority 1 work • Additional 11.4 s.f. of repointing The Director of Project Management Monroe County Project Management 1100 Simonton Street Second Floor -Room 2-216 Key West, Florida, 33040 Bender & Associates Architects, P.A. 410 Angela Street Key West, FL 33040 AAC002032 1/31/2011 CONTRACT BETWEEN OWNER AND CONTRACTOR EAST MA_JELLO BRICK and MORTAR RESTOFc, . J)ION—KEY WEST The Owner and Contractor agree as set forth below. ARTICLE 1 The Contract Documents The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Bid 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: The scope of the work is as follows: A. Project consists of structural stabilization of the historic masonry at the East Martello Tower. The East Martello Tower is a National Register historic site. All work activities must be undertaken with sufficient care to protect this historic resource and must be supervised by personnel who are familiar with the Secretary of Interiors Standards for Rehabilitation and have been pre -qualified under General Specifications, Section I, Bidding Conditions; Section II, Contractual Conditions; and Section ill, Forms. B. The work will include, but not necessarily be limited to, the following items: Restoration of historic brick and mortar dating from 1845 to 1862 using a lime based mortar. The following areas shall be included: • South Wall (285'-4" long) all priority 1 work $54,935.71 • South Wall all priority 3 work 1,188.71 • West/Southwest Casemate Battery (Public entry) priority 1 work 11,473.71 • West Counterscarp Casemates both bays 6,906.71 all priority 1 work • General Conditions 5,335.71 • Additional 11.4 s.f. of repointing 159.45 Total $80,000.00 1/31/2011 CONTRACT BETWEEN OWNER AND CONTRACTOR 2 EAST MAi �r_LLO BRICK and MORTAR RESTOR, . ,)ON —KEY WEST C. This project is funded by the Tourist Development Council IN THE EVENT MONROE COUNTY IS AWARDED FUNDING FOR FUTURE BRICK & MORTAR RESTORATION AT THE EAST MARTELLO TOWER'S DURING THE COURSE OF THIS CONTRACT, AN AWARD TO THE CONTRACTOR FOR ADDITIONAL WORK MAY BE MADE AT THE DISCRETION OF THE OWNER. ADDITIONAL WORK WILL BE BILLED BY UNIT PRICES AS SET FORTH BELOW IN ARTICLE 4.3. ARTICLE 3 Date of Commencement and Substantial Completion 3.1 The date of commencement is the date established and informed on a Notice to Proceed from the Owner. The Contractor shall achieve Substantial Completion of the entire Work not later than One Hundred Eighty (180) 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. FIRST SECOND 31 ST DAY & CONTRACT AMOUNT 15 DAYS 15 DAYS THEREAFTER Under $50,000.00 $50.00/Day $100.00/Day $250.00/Day $50,000.00-99,999.00 100.00/Day 200.00/Day 750.00/Day $100,000.00-499,999.00 200.00/Day 500.00/Day 2,000.00/Day $500,000.00 and Up 500.00/Day 1,000.00/Day 3,500.00/Day The Contractor's recovery of damages and sole remedy for any delay caused by the Owner shall be an extension of time on the Contract. ARTICLE 4 Contract Sum 4.1 The owner shall pay the Contractor in current funds for the Contractor's performance of the Contract the Contract Sum of Eighty Thousand Dollars and 00/100 Dollars ($80,000.00), (as itemized in 2B above), 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: N/A 1/31/2011 CONTRACT BETWEEN OWNER AND CONTRACTOR 3 EAST MA ILLO BRICK and MORTAR RESTOFi'_ ION —KEY WEST 4.3 Unit prices for additional work, if any, are as follows: • Type A masonry repair method: Repointing only, matching historic mortar and joint profiles exactly. Unit price for each ten (10) sq. ft. of surface area to be repointed is One Hundred and Forty Dollars and 00/100, ($140.00). • Type B masonry repair method: Removal of brick with surface deterioration; cleaning and re -installing with the sound face exposed. Unit price for each ten (10) sq. ft. of surface area to be cleaned and re- installed is Five Hundred Dollars and 00/100 ($500.00). • Type C masonry repair method: Installation of new or historic replacement brick where historic brick is missing, broken, or too severely deteriorated for re -use. Unit price for each ten (10) sq. ft. of surface area to be replaced is Seven Hundred Seventy Five Dollars and 00/100 ($775.00). • Type D masonry repair method: Removal of brick arches, or other structural elements, and reconstruction with the same brick. Unit price for each ten (10) sq. ft. of arch area or other structural elements to be removed and reconstructed is Five Hundred Dollars and 00/100 ($500.00). ARTICLE 5 Progress Payments 5.1 Based upon Applications for Payment submitted by the Contractor to the Director of Project Management, and upon approval for payment issued by the Director of Project Management and Architect, the Owner shall make progress payments on account of the Contract Sum to the contractor as provided below and elsewhere in the Contract Documents. 5.2 The period covered by each Application for payment shall be one 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 or Architect may require. This schedule, unless objected to by the Director of Project Management or Architect, 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. 1/31/2011 CONTRACT BETWEEN OWNER AND CONTRACTOR 4 EAST MAR. LLO BRICK and MORTAR RESTORA.��N—KEY WEST 5.6 Subject to the provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: 5.6.1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the total Contract Sum allocated to that portion of the Work in the Schedule of Values, less retainage. 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 pursuant to negotiation as outlined in General Conditions, Section 00750, Article 7.2. 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 or Architect has withheld or nullified an Application for Payment as provided in Paragraph 9.5 of the General Conditions. 5.7. Retainage will be withheld in accordance with section 218.735 (8), 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 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 and Architect. Such final payment shall be made by the Owner not more than 20 days after the issuance of the final approval for payment. ARTICLE 7 Miscellaneous Provisions 1/31/2011 CONTRACT BETWEEN OWNER AND CONTRACTOR 5 EAST MAR . 2LLO BRICK and MORTAR RESTORA . i N—KEY WEST 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 of the General Requirements. 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 bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real properly to public entity, may not be awarded or perform work as contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 7.6 The following items are included in this contract: 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, FS, running from the date the monies were paid to Contractor. b) Governing Law, Venue, Interpretation, Costs, and Fees: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Contractor agree that venue 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, pursuant to Section XVI of this agreement. 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 1/31/2011 CONTRACT BETWEEN OWNER AND CONTRACTOR 6 EAST MAR. -1- LO BRICK and MORTAR RESTORAAN—KEY WEST 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 advise of counsel. g) Claims for Federal or State Aid. Contractor and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. h) Adjudication of Disputes or Disagreements. County and Contractor agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This Agreement is not subject to arbitration. 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. County and Contractor agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, 1/31/2011 CONTRACT BETWEEN OWNER AND CONTRACTOR 7 EAST MAR'i LILO BRICK and MORTAR RESTORA i'ON—KEY WEST effective the date of the court order. County or Contractor agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681- 1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. k) Covenant of No Interest. County and Contractor covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 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 Access. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Contractor. 1/31/2011 CONTRACT BETWEEN OWNER AND CONTRACTOR EAST MAR JLLO BRICK and MORTAR RESTORA N—KEY WEST o) Non -Waiver of Immunity. Notwithstanding the provisions of Sec. 286.28, Florida Statutes, the participation of the Contractor and the County in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. p) Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. q) Legal Obligations and Responsibilities: Non -Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. r) Non -Reliance by Non -Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Contractor agree that neither the County nor the Contractor or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. s) Attestations. Contractor agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, a Non -Collusion Affidavit, 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. 1/31/2011 CONTRACT BETWEEN OWNER AND CONTRACTOR EAST MARLO BRICK and MORTAR RESTORA a -,,ON —KEY WEST v) Hold Harmless. Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, the Contractor covenants and agrees that he shall defend, indemnify and hold the COUNTY and the COUNTY's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) 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 parry by reason of, or in connection with, (A) any activity of Contractor or any of its employees, agents, contractors in any tier or other invitees during the term of this Agreement, (B) the negligence or willful misconduct of Contractor or any of its employees, agents, contractors in any tier 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 negligent acts in part or omissions of the COUNTY or any of their employees, agents, contractors or invitees (other than CONTRACTOR). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. In the event the completion of the project (including the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. w) 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. x) 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 1/31/2011 CONTRACT BETWEEN OWNER AND CONTRACTOR 10 EAST MAR' k `�LLO BRICK and MORTAR RESTORA I k3N—KEY WEST agreements or contracts of any nature with his subcontractors shall include the COUNTY as additional insured. y) 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. Special Conditions, if any are detailed in Section 00990 of the Project Manual for this Project. 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: Project Manual dated July 2010 with technical specifications and drawings; Bid Proposal dated January 4, 2011; Addendum #1 dated December 23, 2010; This Contract and General Conditions. 9.1.1 The Agreement is this executed Standard Form of Agreement Between Owner and Contractor. 9.1.2 The General Conditions are the General Conditions of the Contract for Construction. 9.1.3 The Supplementary and other Conditions of the Contract are those contained in the Project Manual dated July 2010. 9.1.4 The Specifications are those contained in the Project Manual dated July 2010: Specification prepared by Bender & Associates Architects, P.A. dated June 20, 2010 including: Section 01010 Summary of Work; Section 00310 Supplementary Bid Form for Unit Prices; Section 01045 Cutting and Patching; Section 01200 Project Meetings; Section 01310 Construction Schedules; Section 01340 Submittals and Substitutions; Section 01700 Contract Closeout; Section 01720 Project Record Documents; CTL Group Mortar Analysis dated 09/18/07; CTL Group Report of Mortar Petrography dated September 13, 2007; CTL Group Report of Chemical Analysis; MACTEC Report of Brick Compressive Strength Testing dated 08/23/07; Section 2070 Selective Demolition; Section 2110 Clearing; Section 04210 Historic Masonry; Section 04211 Historic Masonry Testing; Section 04500 Masonry Restoration and Cleaning; Section 05120 Structural Steel; Section 05600 Metal Restoration; Section 06100 Rough Carpentry; Drawings Al; A2; A3; and A4. 9.1.5 The Drawings issued by the Architect are Al; A2, A3, and A4. 1/31/2011 CONTRACT BETWEEN OWNER AND CONTRACTOR 11 EAST MAR )LLO BRICK and MORTAR RESTORA .�N—KEY WEST 9.1.6 The Addenda, if any, are as follows: Number Date Pages 1 12/23/10 7 9.1.7 The Altemates, if any, are as follows: N/A END ALTERNATES Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 9. 9.1.8 Other documents, if any, forming part of the contract Documents areas follows: This Agreement is entered into as of the day and year first written above and is executed in at least four original copies of which one is to be delivered to the Contractor, one each to Project Management and Architect for use in the administration of the Contract, and the remainder to the Owner. BALANCE OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE TO FOLLOW 1/31/2011 CONTRACT BETWEEN OWNER AND CONTRACTOR 12 Date (SEAL) EAS'r MARTELLO BRICK and MORTAR RESTORATION—KCY WEST by Ilie Contractor inust be by a person ti-Aifr auilll)ffly Icy hind Itle erifity . RE 4F !HE PERSON EXECUTiNO THE DOCUMENT MUST BE Nt7TAAjZE) AND WITNESSED SY ANOTHER l< PFICER OF THE ENTITY. L. KOLHAGE, Clerk Dotaut, rj.! - k/ Zo t l BOARD OF COUNTY COMMISSIONERS OF MONROV. COUNT , FLOR11DIA 14' ayorICN irma CONTRACTDR Corriracting Specialists Inc.. $E Attest. � print Narita: Don Kearney Print nama. Abhijit Tipnis Title: Vice President Title: President _ Date: 1/24/11 And. By: r Print Name; Mark John on Title.: Treasurer bate: 1/24/11 Dace_ 1/24/11 MONROE COUNTY ATTORNEY PPROVED Al TO F r. NA ILEENE W. CASSEL ASSISTANT COUNTY ATTORNEY ate , / " > 1 STATE OF FLORIDA 'COUNTY OF Broward_ On this 24 day of _ 1an 21_1lbe(or-a mo .ft uliti lsigned notary Public, Perswally appeared AhhU[t Tinnic __, knorrrz tome to be the Person wlrrisa nama Is st+bsrrrltxed abowe yr wFry producu�t Driver License As, kJoritilirallon. and adricmdedged that tielshe is the person who executed the above contract wailtt hienroe. County for the cemslruction of EAst Wrte0o Brick & Mortar Restorall for (I ir es heroin contained. Nobi'Ic vina Navas SAVINA NAVAS a a'�0��"�' State of Florida _ - ;Pue<Cy Notary Public F'rlr+t Name 1 23 13 r* _ My Comm. Expires Jan 23, 2013 My cgmmisslan expires: / -/ F" Commission # DD 632546 ��';14 I ,;;°4` Bonded Through Nallonai Notary Assn. I.Q.112711 . _...-.. , CI' tlI-,-'rwrrN OWtvl_R. AND CO NT tACTOR ... 13 January 18, 2011 Mr. Mike Nalepa Monroe County CIP Admin & Inspector Historic Gato Cigar Factory 1100 Simonton Street Key West, FL 33040 RE: Bid Ahalysis and Recommendation for East Martello Masonry Restoration West Martello Masonry Restoration Dear Mike, Belider Associates I have analyzed the bids for the above referenced projects. I recommend awarding to Contracting Specialists, Inc. (CSI) for both projects on the following basis. CSI has been previously prequalified by me for historic masonry restoration. East Martello: I recommend awarding the first 4 line items of the Supplementary Bid Form plus the general conditions for an award price of $80,000 as follows: South wall all priority 1 work $54,935.71 South wall all priority 3 work 1,188.71 West/southwest casemate battery priority 1 11,473.71 West counter scarp casemates 6,906.71 General conditions 5,335.71 Subtotal $79,840.55 Add 11.4 s.f. of repointing 159.45 Total $80,000.00 West Martello: I recommend awarding the south wall beach area plus a portion of the general conditions as follows: South wall beach area, all priority 1 work $62,681.43 General Conditions 27,871.43 Subtotal $90,552.86 Negotiated reduction of general conditions (10,552.86) Total $80,000.00 Please call if you have any questions. Sincerely, Bert L Bender, Architect BLB/ddk cc: Jerry Barnett Ann Riger Abhi Tipnis Wally Frigon 410 Angela Street Kev West, Florida 33040 Telephone (305) 296-1347 Facsimile (305) 296-2727 Floridral,icense .1A 002022 »-im BenderArchileeis.COm PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." 5- INTARMLLO BRIC' 'Kand MORTAR REMRATkON FRQJ�T- KEY WEST SECTION 0011 a NON-COLLUSIGIN4 AFFIDAVIT Abhijit Tipnis othaefty Pompano Bea - rb,.EL... acm,cringm law orr�esft and uM. or malty cCrpejurl, deptseaid say ihat 1� imp President gi tne am di Qgnt[agtinq Specialists Inc. SE 6 lig Ibr. the bWer maWg ft POP)W for the qMfed d=W deed ih Me OM 1 1 0911f East Martello Brick and Mortar Restoration, Key West, FL wagwi ul-daft -Z The prms ra tft-.bid' -hava tesa -&yjve4 tt independe* ,*.iceedfusion, cnrnsLdatoA ommmottort or agegriwt for ft PU . qW.se 9f m4kictfng oompolitbri, w to any r4aftr mWag b W bidd a 31 Unit= otherwise 6aWirsd By ldw� Me pffe-es Mficil haw bagn WOW_ In- thig- W tmw. fid beep dist1b ' Mia'. bildder: w -d so-' to( ktowingly be rj�$�Osg by.1his bidder pftr to bid 120-cliv., aMYOW.lgddelrorlb any 6M .mid 40 No,, ftempt has, hj_,_,rj mgdaor will M Me& by Me blddgr to-frdud,*.any dhitr pergark partograh(p or .t arizct b a bid ror the pu"a of r4,W4ft. slatemerA4 cartwrlad ip as akidae am th-a and mmm. and rngda with ILI[ kriftW90 ftt rm"� nv"5' 1/4/11 tslgrwoe ot skOwl Ath ij it Tl n is Patel -STATI E OF Florida .. ........ Broward PERSOPMLLY,AfEARED BEFORE ME, 0-_ undeXalgVed a100FRY, Abhijit Tipni vk.0, 3%-r fiM,, Dgirq MMate, (aarne of lnqjviduW signThg) aRbwad nisihar Signature in ft simce WWded aWve . 4 day ofjanuaW , 2q-1-1. MY wmffriWon expire$,, D40T rc - Sdvina Navas 1/23/13 SAVINA NAVAS Q, Notary Public - State of Florida My Comm. Expires Jan 23, 2013 83 5 Commission #DD 832546 " P Bonded Through National Notary Assn, f"OF M0 Notary Assn. I 1 55" t' A 1f9'*!&201 0 PROPOSAL FORM 0011M E. MARTELLO BRICK and MORTAR RESTORATION PROJECT- KEY MST seenoN 00140 LOSOYINO AND CONFLICT OF INTERESt CLAUM SWORN STATIMNT UNDER ORDMANCE NO. 010-1990 MONROE COMMY, FLORIDA CLAUSe Contracting Specialists Inc. SE :-hd em wWW at 4)lhw W ftifts Welt- arl'b"t CauOr I Mat ha tibs pftyed 4,�Z-- rod an h a terra. I *f 0a&mXa lam ialt-Itilk f:or brarch or WoUtaft Of ft pro .*on it miay is MA% I 11mbillity kd aWy aW, Me 06rArild be ��.Sze P&e twmf M�M- thir. =wad i�ftdt duedROM Qftf.,*-Er Ma6w. me fulf, jff.'an dominatso-106, perowday. 9k Qf-G0Mfde(*1%0n paid 0 ft rbrRW C-twilty. offfwr or empt".W -'0Taw,r4--A0ffU!t Tiphis - Presi'dent STAT5 OF. Florida yQQUWY OF: Broward Jan. 4, 2011 --pate) by Abhifit Tipnis vame of afflait). W8116 naokn to M0 offs Produced as (dandcation. (typa of �ApusU' Savina Navas kly comrnission upires: 1/23/13 SAVINA NAVAS Notary Public - State of Florida My Comm. Expires Jan 23, 2013 Commission # 00 832546 Bonded Through National Notary Assn. 11119512010 PROPOSAL FOR. M 100110-7 E. MARTELLO BRICK and MORTAR RESTORATTON PROJECT- KEY'VVEST DRtt •FREE WORKPLACE FORM Thee undersiped vendor in ac=dame with Florfda VeUw e 287r,08 ' hereby CerOftes that Contractinq Specialists Inc. SE Ob.of 1�e:�. Publishes a mtemeW n }�' ng employees St that the ilaw�Nl rmnu }{� grre, & �} MOA (11spe 4kV, m4�es*V6n, or i' e o{ a .co��1i13tf�ii sub is pro biteed jn LE (i3 �F orkoac.6 4i'iMd s,pecifft.the soma that tilt be fir# against empl for vbwans of SuGh pry OM . i-ftm offt y a ett ihe, d *;� ddrug use in the warkpbac.o,. Me businm's tayE of MakUning a &VAP-0 workpW ; any. able drug ;Dur ft Wtabilftaft, O p y - WlWoe pmaw and ft, penal OW may be hiposed UPOVI ORVIOYOes W d abmavfolafform . Gies ea-0- emptoyea engecl in providfn f mocUff or r ra €u� s Ice tfr are under fair# a. cM f. :s€alemena Sam- in- subawoon (I.) 4. ttt ►tt .s to t s € a i su (1), Offfi the"affOoyeas that, as -a € ofid & of woWng an Me coftytoMes or contra. tud sendpw tom. are under b(CL abfda by ft terms of ft staLament and wW nvaf� he' GM' pfoyer of any wrtvi Wrl- df, at.plbna. at quif#y or rwto ntsroare fob a6y WalaVan of Chapter:893 flodds emu ) a? sub —stance law of -the Unked SWas or any state, for a vlo#effort occurring i". the WO*Oate ttO facer than five (61 dap aftw such Oonviclio - [mpeses a sa efian on, or requfre the -satisfactory parUcipation h. a drug abuse assistance or €ehablRaffo t pegs ft suers is av llable.Irs ft enV11 0 C M° 3ty.'Or empW—e who fa go n€ nM d. 6 faces 0. good raM eft fa ron6we to. maintairf a drug free workplace through hpterMlan of fs wdom As the pars -on authorized fD sign the "teat, I CeMy- that the firm COmpti UP/ w4h f above req remwt. 4r 1/4/11 Date `tf 9 r t PROPOSAL_ FORSSM G" 10-8 E, MARTELL0 BRICK and MORTAR TORATION PROJC-CT- KEY WEST LocAL vREFmEp;cEFoRM N/A a,ad e-lahtting allo-calpre&m.we a 23a!9 flaw W-mPf4e Vs rm-111- 0-0 2 Name offfiddffm, zespander.. N/A Date I. Dm Me ym-dor hake a varid reoelpt fir ft busilw4s Mcod to die tvfeftfOe CQUIlty '118W ODUCA-I'mr deed to t=t ema yw ptrta ftwjdp--orrzquW.&w bid or 1 Dms thcwddr haw aphysical twsin= add-rew-locamd withm'Umm County fim vvfdcb th.- veg&row. iw, or perkrma husiam on t& dw to day basi.- that is a substmitial oomponent of d* 900&- Or seniegs bft offirea to mmae Counw? 1.ttt" *M- N/A a, Does thq v�rhrje cofffli4iaw �'tqfw t& subcomad3ffied armime Ur the vpadvalvices. or exfilructlon td 1, Copy OrR=lpt ottmsinM W 04 to thoiNkm0le CaOmtv, TOX COU"Wc bY the svbr0ll"Cw da "ait leu-51 alle year prfor to the noffem araqu4st Rw bid or popwaL 2- ftom WhiLM the i-wbC0nft'-XR'r0PeM= Ta. Number prilit'Name,• —, Sknatwe and T- Uk. of Authortm d9iWatory.ror DW-dor/R mpm*r STATE OF COUNTY OF , ft, Underlig effire m tw ROG-icy pubfk. persomally appegxed OrL this b - 4, ,kllc,wn to me j4Lq be thei person whmw mm:e is- wbacribed ,Move or wW produce. as idunafmation, and ackjjc}rv[edjp,,d that ReAhe fi; aE�; vemll Who emcuted the Awfereum Fat fn for &a purpows therain confaf ned- Punt Name- 1 N -ty Stal abovw,* Lwat . ..... . ... . - I IM-5/2010 PROPOaAL FORM 00i 49 0-9 EAST NATELLO BRICK and MORTAR RESTORAI .,,�1-KEY WEST General Conditions of the Contract for Construction Where Project Management is Not a Constructor Table of Articles 1. General Provisions 8. Time 2. Owner 9. Payments and Completion 3. Contractor 10. Protection of Persons and Property 4. Administration of the Contract 11. Insurance and Bonds 5. Subcontractors 12. Uncovering and Correction of Work 6. Construction by Owner or By Other 13. Miscellaneous Provisions Contractors 7. Changes in the Work 14. Termination or Suspension of the Contract 1/21/2011 General Conditions of the Contract for Construction 1 EAST N, ,�TELLO BRICK and MORTAR RESTORAI,,.�tV-KEY WEST ARTICLE 1 GENERAL PROVISIONS 1.1 Basic Definitions 1.1.1 The Contract Documents: The Contract Documents consist of the Agreement between Owner and Contractor, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, addenda issued prior to execution of the Contract, Owners bid documents, other documents listed in the Agreement and Modifications issued after execution of the Contract, and the Contractor's bid 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 the Architect. 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 bidding requirements, sample forms, Conditions of the Contract and Specifications. 1.2 Execution, Correlation and Intent 1.2.2 Execution of the Contract by the Contractor is a 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. 1/21/2011 General Conditions of the Contract for Construction 2 EAST N,,,61_1_0 BRICK and MORTAR RESTORA) ), N-KEY WEST 1.2.3 The intent of the Contract Document is to include all items necessary for the proper execution and completion of the Work by the contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the intended results. 1.2.4 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. 1.2.5 Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. 1.2.6 Where on any of the drawings a portion of the Work is drawn out and the remainder is indicated in outline, the parts drawn out shall also apply to all other like portions of the Work. 1.3 Ownership and Use of Architect's Drawings, Specifications and Other Documents 1.3.1 The Drawing, Specifications and other documents prepared by the Architect are instruments of the Architect's service through which the Work to be executed by the Contractor is described. The Contractor may retain one contract record set. Neither the Contractor nor any Subcontractor, Sub -subcontractor or material or equipment supplier shall own or claim a copyright in the Drawings, Specifications and other documents prepared by the Architect. All copies of them, except the Contractor's record set, shall be returned or suitably accounted for to Project Management, on request, upon completion of the Work. The Drawings, Specifications and other documents prepared by the Architect, and copies thereof furnished to the Contractor, are for use solely with respect to the Project. They are not to be used by the Contractor or any Subcontractor, Sub -subcontractor or material or equipment suppliers unless they are granted a limited license to use and reproduce applicable portions of the Drawings, Specifications and other documents prepared by the Architect appropriate to and for use in the execution of their Work under the Contract Documents. All copies made under this license shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by the Architect. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of copyright or other reserved rights 1.3.2 Unless otherwise provided in the Contract Documents, the Contractor will be furnished, two (2) original sealed copies and one (1) electronic copy of Drawings, Specifications and the Project Manual free of charge for the execution of the Work. Additional copies may be obtained from Project Management at a fee of $5.00 per page forfull 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 1/21/2011 General Conditions of the Contract for Construction 3 EAST I,.ATELLO BRICK and MORTAR RESTORA'1)WKEY WEST 1.5.1 In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. ARTICLE 2 OWNER 2.1 Definition 2.1.1 The Owner is 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 shall contemporaneously provide the same communications to the Architect. 2.2.7 The foregoing are in addition to other duties and responsibilities of the Owner enumerated herein and especially those in respect to Article 6 (Construction by Owner or by Other Contractors), Article 9 (Payments and Completion) and Article 11 (Insurance and Bonds). 2.3 Owner's Right to Stop the Work 2.3.1 If the Contractor fails to correct Work which is not in accordance with the requirements of the contract Documents as required by Paragraph 12.2 or persistently fails to carry out Work in accordance with the Contract Documents, the Owner, by written order signed personally or by an agent specifically so empowered by the Owner, may order the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity. 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 1/21/2011 General Conditions of the Contract for Construction 4 EAST h ITELLO BRICK and MORTAR RESTORA'i . JN-KEY WEST promptness, the Owner may after such three-day period give the Contractor a second written notice to correct such deficiencies within a three-day period. If the Contractor within such second three-day period after receipt of such second notice fails to commence and continue to correct any deficiencies, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the cost of correcting such deficiencies, including compensation for another contractor or subcontractor or Project Management's and Architect's and their respective consultants' additional services and expenses made necessary by such default, neglect or failure. If payments then, or thereafter, due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. In the event of clean-up issues, Owner has right to provide a minimum of 24 hours notice. In the event of safety issues determined to be of a serious nature, as determined by Project Management, notice will be given, and contractor is required to rectify deficiency immediately. ARTICLE 3 CONTRACTOR 3.1 Definition 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout this Agreement as if singular in number. The term "Contractor" means the Contractor or the Contractor's authorized representative. 3.1.2 The plural term "Contractors" refers to persons or entities who perform construction under Conditions of the Contract that are administered by Project Management, and that are identical or substantially similar to these Conditions. 3.2 Review of Contract Documents and Field Conditions by Contractor 3.2.1 The Contractor shall carefully study and compare the Contract Documents with each other and with information furnished by the Owner pursuant to Subparagraph 2.2.2 and shall at once report to Project Management and Architect errors, inconsistencies or omissions discovered. The Contractor shall not be liable to the Owner, Project Management or Architect for damage resulting from errors, inconsistencies or omissions in the Contract Documents unless the Contractor recognized such error, inconsistency or omission and knowingly failed to report it to Project Management and Architect. If the Contractor performs any construction activity knowing it involves a recognized error, inconsistency or omission in the Contract Documents without such notice to Project Management and Architect, the Contractor shall assume appropriate responsibility for such performance and shall bear an appropriate amount of the attributable costs for correction. 3.2.2 The Contractor shall take field measurements and verify field conditions and shall carefully compare such field measurements and conditions and other information known to the Contractor with the Contract Documents before commencing activities. Errors, inconsistencies or omissions discovered shall be reported to Project Management and Architect at once. 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 1/21/2011 General Conditions of the Contract for Construction 5 EAST N-ITELLO BRICK and MORTAR RESTORA',.JN-KEY WEST 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 or Architect in their administration of the Contract, or by test, inspections or approvals required or performed by persons other than the Contractor. 3.3.4 The Contractor shall inspect portions of the Project related to the Contractor's Work in order to determine that such portions are in proper condition to receive subsequent work. 3.3.5 The Contractor shall verify that the Construction Documents being worked with are the most recent and updated available, including all Addenda information. Also the Contractor will perform the work strictly in accordance with this contract. 3.4 Labor and Materials 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. 3.4.2 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. 3.4.3 The Contractor is responsible for the conduct of his employees at all times. Misconduct, destruction of property, unsafe practices, or violation of any Federal or State regulations including abuse of alcohol or drugs, will be cause for permanent dismissal from the project. If any Contractor's employee is determined to be detrimental to the Project, as deemed by Project Management, the Contractor will remove and/or replace the employee at the request of Project Management. Employees dismissed from the project will be transported from the job site at the Contractor's expense. 3.4.4 The Contractor shall be totally responsible for the security of his work, materials, equipment, supplies, tools, machinery, and construction equipment. 3.4.5 The Contractor shall be responsible for complete, timely and accurate field measurements as necessary for proper coordination, fabrication and installation of his materials and equipment. The Contractor agrees to cooperate with Project Management, if required, to 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 1/21/2011 General Conditions of the Contract for Construction 6 EAST M. ATELLO BRICK and MORTAR RESTORAI , r N-KEY WEST 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 or Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. 3.6 Taxes 3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work or portions thereof provided by the Contractor which are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. 3.7 Permits, Fees and Notices 3.7.1 The Contractor shall secure and pay for all permits, impact fees governmental fees, licenses, inspections, testing, surveys and utility fees required by Federal, State, Municipal or Utility entities having jurisdiction over the project for the proper execution and completion of the Work which are customarily secured after execution of the Contract and which are legally required at the time bids are received. The Ownerwill assess Monroe County building permit and Monroe County impact fees. 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 bylaws, ordinances, rules, regulations and lawful orders of public authorities bearing on performance of the Work. 3.7.3 It is not the Contractor's responsibility to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations. However, if the Contractor observes that portions of the Contract Documents are at variance therewith, the Contractor shall promptly notify Project Management, Architect and Owner in writing, and necessary changes shall be accomplished by appropriate Modification. 3.7.4 If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to Project Management, Architect and Owner, the Contractor shall assume full responsibility for such Work and shall bear the attributable costs. 3.9 Superintendent 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. Important communications shall be confirmed in writing. Other communications shall be similarly confirmed on written request in each case. The 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. 1/21/2011 General Conditions of the Contract for Construction 7 EAST N.. )TELLO BRICK and MORTAR RESTORAI. JV-KEY WEST 3.10 Contractor's Construction Schedule 3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and Architect's information and Project Management's approval a Contractor's Construction Schedule for the Work. Such schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project construction schedule to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. This schedule, to be submitted within fourteen (14) days after Contract Award, shall indicate the dates for the starting and completion of the various stages of construction, shall be revised as required by the conditions of the Work, and shall be subject to Project Management's approval. 3.10.2 The Contractor shall cooperate with Project Management in scheduling and performing the Contractor's Work to avoid conflict, delay in or interference with the Work of other Contractors or the construction or operations of the Owner's own forces. 3.10.4 The Contractor shall conform to the most recent schedules. 3.10.5 Architect and Project Management will schedule and conduct a project meeting at a minimum of one meeting per month in each month which the Contractor shall attend. At this meeting, the parties can discuss jointly such matters as progress, scheduling, and problems. 3.11 Documents and Samples at the Site 3.11.1 The Contractor shall maintain at the site for the Owner one record copy of the Drawings, Specifications, addenda, Change Orders and other Modifications, in good order and marked currently to record changes and selections made during construction, and in addition approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to Project Management and Architect and shall be delivered to Project Management for submittal to the Owner upon completion of the Work. 3.12 Shop Drawings, Product Data and Samples 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub -subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. 3.12.3 Samples are physical examples which illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. The purpose of their submittal is to demonstrate for those portions of the Work for which submittals are required the way the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. Review by Project Management is subject to the limitations of Subparagraph 4.6.12. 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 1/21/2011 General Conditions of the Contract for Construction 8 EAST k TELLO BRICK and MORTAR RESTORA', -)N-KEY WEST Drawings, Product Data, Samples and similar submittals with related documents submitted by other Contractors. Submittals made by the Contractor which are not required by the Contract Documents may be returned without action. 3.12.6 The Contractor shall perform no portion of the Work requiring submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by Project Management and Architect. 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 or Architect's 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 and Architect 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 and Architect'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 and Architect 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. 1/21/2011 General Conditions of the Contract for Construction 9 EAST r.ATELLO BRICK and MORTAR RESTORA,/I-KEY WEST 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner's own forces or of other Contractors by cutting, patching, excavating or otherwise altering such construction. The Contractor shall not cut or otherwise alter such construction by other Contractors or by the Owner's own forces except with written consent of Project Management, Owner and such other contractors: such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the other Contractors or the Owner the Contractor's consent to cutting or otherwise altering the Work. When structural members are involved, the written consent of Project Management shall also be required. The Contractor shall not unreasonably withhold from Project Management or any separate contractor his consent to cutting or otherwise altering the Work. 3.14.3 The Contractor shall arrange for any blockouts, cutouts, or openings required for the installation of his materials and equipment and the execution of his work, whether or not shown or indicated on the Drawings. The Contractor shall be further responsible for sealing and/or finishing, in an acceptable fashion and meeting any applicable code requirements, and such block -out, cutout opening, or other hole in any fire -related floor, ceiling, wall, security wall, or any other finished surface. 3.15 Cleaning Up 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work the Contractor shall remove from and about the project waste materials rubbish, the Contractor's tools, construction equipment, machinery and surplus materials. Clean up shall be performed to the satisfaction of the Owner or Project Management. 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, Project Management may do so with the Owner's approval and the cost thereof shall be charged to the Contractor. 3.16 Access to Work 3.16.1 The Contractor shall provide the Owner, Project Management and Architect access to the Work in preparation and progress wherever located, 3.17 Royalties and Patents 3.17.1 The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of patent rights and shall hold the Owner, Project Management and Architect harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the Architect. 3.18 Indemnification and Hold Harmless 3.18.1 Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, the Contractor covenants and agrees that he shall defend, indemnify and hold the COUNTY and the COUNTY'S elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) 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 1/21/2011 General Conditions of the Contract for Construction 10 EAST N , TELLO BRICK and MORTAR RESTORA', .)N-KEY WEST 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 in any tier or other invitees during the term of this AGREEMENT, (B) the negligence or willful misconduct of Contractor or any of its employees, agents, contractors in any tier 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 negligent acts in part or omissions of the COUNTY or any of its employees, agents, contractors or invitees (other than CONTRACTOR). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this AGREEMENT, this section will survive the expiration of the term of this AGREEMENT or any earlier termination of this AGREEMENT. The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification provided for the above. In the event the completion of the project (including the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this AGREEMENT. ARTICLE 4 ADMINISTRATION OF THE CONTACT 4.1 Architect 4.1.1 The Architect is the person lawfully licensed to practice architecture or any entity lawfully practicing architecture 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. Bender & Associates Architects, P.A. is the Architect on this project. 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 or Project Management's authorized representative. 4.3 Duties, responsibilities and limitations of authority of Project Management and Architect as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Project Management, Architect and Contractor. Consent shall not be unreasonably withheld. 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 1121 /2011 General Conditions of the Contract for Construction 11 EAST i...)RTELLO BRICK and MORTAR RESTORA.1-KEY WEST 4.6 Administration of the Contract 4.6.1 Project Management and Architect 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 Architect 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 Architect 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 The Architect will visit the site at intervals appropriate to the stage of construction to become generally familiar with the progress and quality of the completed Work and to determine in general if the Work is being performed in a manner indicating that the Work, when completed, will be in accordance with the Contract Documents. However, the Architect 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, the Architect 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, except to the extent required by Architect, will not have control over or charge of and will not be responsible for construction means, method, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's responsibility as provided in Paragraph 3.3, and neither will be responsible for the Contractor's failure to cant' 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 The Architect will review and certify all Applications for Payment by the Contractor, including final payment. Project Management will assemble each of the Contractor's 1/21/2011 General Conditions of the Contract for Construction 12 EAST Nr-dRTELLO BRICK and MORTAR RESTORAI . , -KEY WEST Applications for Payment with similar Applications from other Contractor into a Project Application for Payment. After reviewing and certifying the amounts due the Contractors, the Project Application for Payment, along with the applicable Contractors' Applications for Payment, will be processed by Project Management. 4.6.9 Based on the Architect'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 The Architect 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 by the Architect, Project Management will have the authority to reject Work which does not conform to the Contract Documents. Whenever Project Management considers it necessary or advisable for implementation of the intent of the Contract Documents, Project Management will have authority to require additional inspection or testing of the work in accordance with Subparagraphs 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. The foregoing authority of Project Management will be subject to the provisions of Subparagraphs 4.6.18 through 4.6.20 inclusive, with respect to interpretations and decisions of the Architect. However, neither the Architect's nor Project Management's authority to act under this Subparagraph 4.6.10 nor a decision made by either of them in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect or Project Management to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons performing any of the Work. 4.6.11 The Architect will receive from the Contractor and review and approve all Shop Drawings, Product Data and Samples, coordinate them with information received from other Contractors, and transmit to Project Management those recommended for approval. The Architect's actions will be taken with such reasonable promptness as to cause no delay in the Work of the Contractor or in the activities of other Contractors or the Owner. 4.6.12 The Architect will review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action will be taken 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 in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as Contractor as required by the Contract Documents. The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Paragraphs 3.3, 3.5 and 3.12. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. 4.6.13 Project Management will prepare Change Orders and Construction Change Directives. 1/21/2011 General Conditions of the Contract for Construction 13 EAST h:,ATELLO BRICK and MORTAR RESTORA'i.)N-KEY WEST 4.6.14 Following consultation with Project Management, the Architect will take appropriate action on Change Orders or Construction Change Directives in accordance with Article 7 and will have authority to order minor changes in the Work as provided in Paragraph 7.4. 4.6.16 The Contractor will assist the Architect in conducting inspections to determine the dates of Substantial completion and final completion, and will receive and forward to the Architect written warranties and related documents required by the Contract and assembled by the Contractor. The Architect will forward to Project Management a final Project Application for Payment upon compliance with the requirements of the Contract Documents. 4.6.17 If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in carrying out the Architect's responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents. 4.6.18 The Architect will interpret and decide matters concerning performance under and requirements of the Contract Documents on written request of Project Management, Owner or Contractor. The Architect's response to such requests will be made with reasonable promptness and within any time limits agreed upon. If no agreement is made concerning the time within which interpretations required of the Architect shall be furnished in compliance with this Paragraph 4.6, then delay shall not be recognized on account of failure by the Architect to furnish such interpretations until 15 days after written request is made for them. 4.6.19 Interpretations and decisions of the Architect will be consistent with the intent of and reasonably inferable from the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either and will not be liable for results of interpretations or decisions so rendered in good faith. 4.6.20 The Architect'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, Project Management and Architect shall try to resolve the claim or dispute with meet and confer sessions to be commenced within 15 days of the dispute or claim. Any claim or dispute that the parties cannot resolve shall be decided by the Circuit Court, 161h Judicial Circuit, Monroe County, Florida. 4.7.3 Time Limits on Claims. Claims by either party must be made within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. Claims must be made by written notice. An additional Claim made after the initial Claim has been implemented by Change Order will not be considered unless submitted in a timely manner. This notice is not a condition precedent to any other legal action or suit. 1/21/2011 General Conditions of the Contract for Construction 14 EAST h--ITELLO BRICK and MORTAR RESTORA-i .)N-KEY WEST 4.7.4 Continuing Contract Performance. Pending final resolution of a Claim unless otherwise agreed in writing the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. 4.7.5 Waiver of Claims: Final Payment. The making of final payment shall constitute a waiver of Claim by the Owner except those arising from: .1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; or 3 terms of special warranties required by the Contract Documents. 4.7.6 Claims for Concealed or Unknown Conditions. If conditions are encountered at the site which are (1) subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, then notice by the observing party shall be given to the other party promptly before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Architect will promptly investigate such conditions, and the parties will follow the procedure in paragraph 4.7.2. 4.7.7 Claims for Additional Cost. If the Contractor wishes to make Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Paragraph 10.3 If the Contractor believes additional cost is involved for reasons including but not limited to (1) a written interpretation from the Architect, (2) a written order for a minor change in the Work issued by the Architect, (3) failure of payment by the Owner, (4) termination of the Contract by the Owner, (5) Owner's suspension or (6) other reasonable grounds, Claim shall be filed in accordance with the procedure established herein. 4.7.8 Claims for Additional Time. 4.7.8.1. If the Contractor wishes to make Claim for an increase in the Contract Time, written notice as provided herein shall be given. 4.7.8.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time and could not have been reasonably anticipated, and that weather conditions had an adverse effect on the scheduled construction. 4.7.9 Injury or Damage to Person or Property. If either party to the Contract suffers injury or damage to person or property because of an act or omission of the other party, of any of the other party's employees or agents, or of others for whose acts such party is legally liable, written notice of such injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after first observance. The notice shall provide sufficient detail to enable the other party to investigate the matter. If a Claim for additional cost or time related to this Claim is to be asserted, it shall be filed as provided in Subparagraphs 4.7.7 or 4.7.8. 1/21/2011 General Conditions of the Contract for Construction 15 EAST I� -..-,'RTELLO BRICK and MORTAR RESTORA JN-KEY WEST ARTICLE 5 SUBCONTRACTORS 5.1 Definitions 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include other Contractors or subcontractors of other Contractors. 5.1.2 A Sub -subcontractor is a person or entity who has a director 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, Project Management and Architect the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. Project Management will promptly reply to the Contractor in writing stating whether or not the Owner, Project Management or Architect, 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 whom the Owner, Project Management or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Owner, Project Management, or Architect has made reasonable objection. 5.2.3 If the Owner or Project Management refuses to accept any person or entity on a list submitted by the Contractor in response to the requirements of the Contract Documents, the Contractor shall submit an acceptable substitute; however, no increase in the Contract Sum shall be allowed for any such substitution. 5.2.4 The Contractor shall not change a Subcontractor, person or entity previously selected if the Owner, Project Management or Architect 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, Project Management and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner, Project Management and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights. When appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub -subcontractors. The Contractor shall make available to each 1/21/2011 General Conditions of the Contract for Construction 16 EAST Ni.. ITELLO BRICK and MORTAR RESTORA) .J1N-KEY WEST 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 then 30 days, the Subcontractor's compensation shall be equitably adjusted. ARTICLE 6 CONSTRUCTION BY OWNER OR BY OTHER CONTRACTORS 6.1 Owner's Right to Perform Construction with Own Forces and to Award Other Contracts 6.1.1 The Owner reserves the right to perform construction or operations released to the Project with the Owner's own forces, which include persons or entities under separate contracts not administered by Project Management. The Ownerfurther reserves the right to award other contracts in connection with other portions of the Project or other construction or operations on the site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver or subrogation. 6.1.2 When the Owner performs construction or operations with the Owner's own forces including persons or entities under separate contracts not administered by Project Management, the Owner shall provide for coordination of such forces with the Work of the Contractor who shall cooperate with them. 6.1.3 It shall be the responsibility of the Contractor to coordinate his work with the work of other contractors on the site. The Owner and Project Management shall be held harmless for any and all costs associated with improper coordination. 6.2 Mutual Responsibility 6.2.1 The Contractor shall afford the Owner's own forces, Project Management and other contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner's own forces or other contractors, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to Project Management and 1/21/2011 General Conditions of the Contract for Construction 17 EAST k .ATELLO BRICK and MORTAR RESTORA . )N-KEY WEST Architect apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's 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 bome by the Contractor. The Contractor's sole remedy as against the Owner for costs caused by delays or improperly timed activities or defective construction shall be an extension of time. 6.2.4 The Contractor shall promptly remedy damage wrongfully caused by the Contractor to completed or partially completed construction or to property of the Owner or other contractors as provided in Subparagraph 10.2.5. 6.2.5 Claims and other disputes and matters in question between the Contractor and other contractors shall be subject to the provisions of Paragraph 4.7 provided the other contractors have reciprocal obligations. 6.2.6 The Owner and other contractors shall have the same responsibilities for cutting and patching as are described for the Contractor in Paragraph 3.14. 6.2.7 Should the Contractor contend that he is entitled to an extension of time for completion of any portion or portions of the work, he shall, within (72) hours of the occurrence of the cause of the delay, notify Project Management in writing, of his contention: setting forth (A) the cause for the delay, (B) a description of the portion or portions of work affected thereby, and (C) all details pertinent thereto. A subsequent written application for the specific number of days of extension of time requested shall be made by the Contractor to Project Management within (72) hours after the delay has ceased to exist. .1 It is a condition precedent to the consideration or prosecution of any claim for an extension of time that the foregoing provisions be strictly adhered to in each instance and, if the Contractor fails to comply, he shall be deemed to have waived the claim. .2 The Contractor agrees that whether or not any delay, regardless of cause, shall be the basis for an extension of time he shall have no claim against the Owner or Project Management for an increase in the Contract price, nor a claim against the Owner or Project Management for a payment or allowance. of any kind for damage, loss or expense resulting from delays; nor shall the Contractor have any claim for damage, loss or expense resulting from interruptions to, or suspension of, his work to enable other contractors to perform their work. The only remedy available to the Contractor shall be an extension of time. 6.3 Owner's Right to Clean Up 6.3.1 If a dispute arises among the Contractor, other contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish as described in Paragraph 3.15, the Owner may clean up and allocate the cost among those responsible as Project Management, in consultation with the Architect, determines to be just. 1/21/2011 General Conditions of the Contract for Construction 18 EAST h -ITELLO BRICK and MORTAR RESTORA WKEY WEST ARTICLE 7 CHANGES IN THE WORK 7.1 Changes 7.1.1 Changes in the Work maybe 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, Architect and Contractor; a Construction Change Directive require agreement by the Owner, Project Management and Architect and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by the Architect alone. 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. 7.1.4 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are so changed in a proposed Change Order or Construction Change Directive that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. 7.2 Change Orders 7.2.1 A change Order is a written instrument prepared by Project Management and signed by the Owner, Project Management, Architect 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. 1/21/2011 General Conditions of the Contract for Construction 19 EAST tti_ATELLO BRICK and MORTAR RESTORA',N-KEY WEST 7.2.3 If none of the methods set forth in Clauses 7.2.1 or 7.2.2 is agreed upon, the Contractor, provided a written order signed by the Owner or Project Management is received, shall promptly proceed with the Work involved. The cost of such Work shall then be determined by daily force accounts in a form acceptable to the Owner and Project Management. The daily force account forms shall identify Contractor and /or Subcontractor personnel by name, total hours for each man, each piece of equipment and total hours for equipment and all material(s) by type for each extra Work activity claim. Each daily force account form shall be signed by the designated Project Management representative no later than the close of business on the day the Work is performed to verify the items and hours listed. Extended pricing of these forms shall be submitted to Project Management with all supporting documentation required by Project Management for inclusion into a change order. Unless otherwise provided in the Contract Documents, cost shall be limited to the following: cost of materials, including sales tax and cost of delivery; cost of labor, including social security, old age and unemployment insurance, and fringe benefits required by agreement or custom; works' or workmen's compensation insurance; and the rental value of equipment and machinery. Markups for overhead and profit will be in accordance with subparagraph 7.2.4. Pending final determination of cost, payments on account shall be made as determined by Project Management. The amount of credit to be allowed by the Contractor for any deletion or change, which results in a net decrease in the Contract Sum, will be the amount of the actual net cost to. the Owner as confirmed by Project Management. When both additions and credits covering related Work or substitutions are involved in any one change, the allowance for overhead and profit shall be figured on the basis of the net increase, if any with respect to that change. 7.2.4 The actual cost of Changes in the Work may include all items of labor or material, power tools, and equipment actually used, utilities, pro rata charges for foreman, and all payroll charges such as Public Liability and Workmen's Compensation Insurance. No percentage for overhead and profit shall be allowed on items of Social Security and Sales Tax. If deductions are ordered the amount of credit shall be net cost to Owner as defined in section 5.6.1 of the Contract. Items considered as overhead shall include insurance other than that mentioned above, bond or bonds, superintendent, timekeeper, clerks, watchmen, use of small tools, miscellaneous supplies, incidental job costs, warranties, and all general home/field office expenses. The actual cost of Changes in the Work (other than those covered by unit prices set forth in the Contract Documents) shall be computed as follows: .1 if the Contractor performs the actual Work, the maximum percentage mark-up for overhead shall be five percent (5%) and the maximum percentage for profit shall be five percent (5%); 2 if the Subcontractor performs the actual Work, the subcontractor's percentage mark- up for overhead and profit shall be a maximum addition of ten percent (10%). If the Contractor does not perform the Work, the maximum mark-up for managing the Work will be five percent (5%); 3. if the Subcontractor performs part of the actual Work, his percentage mark-up for overhead and profit shall be a maximum addition of ten percent (10%) on his direct Work only. If the Contractor performs part of the actual Work, his percentage mark-up for overhead and profit shall be a maximum addition of ten percent (10%) on his direct Work only. 7.2.5 The Contractor shall furnish to the Owner through Project Management, an itemized breakdown of the quantities and prices used in computing the value of any change that might be ordered. Any additional supporting documentation requested by Project Management such as certified quotations or invoices shall be provided by the Contractor to Project Management at no additional cost to the Owner. 1/21/2011 General Conditions of the Contract for Construction 20 EAST N-ITELLO BRICK and MORTAR RESTORA.�N-KEY WEST 7.2.6 If the Contractor claims that any instructions given to him by Project Management, by drawings or otherwise, involve extra Work not covered by the Contract, he shall give Project Management written notice thereof within five (5) days after the receipt of such instructions and before proceeding to execute the work, except in emergencies endangering life or property, in which case the Contractor shall proceed in accordance with Paragraph 10.3. .1 The written notice to Project Management for the Extra Work shall include a complete description of the extra Work, the total cost and a detailed cost breakdown by labor, material and equipment for each additional activity required to be performed. Mark-ups shall be limited as specified elsewhere in this Article. .2 Except as otherwise specifically provided, no claim for additional cost shall be allowed unless the complete notice specified by this subparagraph is given by the Contractor. 7.2.7 Unless otherwise agreed in writing, the Contractor shall carry on the Work and maintain its progress during any dispute or claim proceeding, and Owner shall continue to make payments to the Contractor in accordance with the Contract Documents. Disputes unresolved shall be settled in accordance with subparagraph 4.7. The Contractor shall maintain completed daily force account forms in accordance with subparagraph 7.2.3 for any dispute or claim item. 7.4 Authority 7.4.1 The Architect 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. ARTICLE 8 TIME 8.1 Definitions 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. 8.1.2 The date of commencement of the Work is the date established in the Agreement. The date shall not be postponed by the failure to act of the Contractor or of persons or entities for whom the Contractor is responsible. 8.1.3 The date of Substantial Completion is the date certified by Project Management in accordance with Paragraph 9.8. 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. 8.1.5 The Owner/Project Management shall be the final judge as to whether Substantial Completion has been achieved and certifies the date to the Contractor and Architect. 8.2 Progress and Completion 1/21/2011 General Conditions of the Contract for Construction 21 EAST I, )IRTELLO BRICK and MORTAR RESTORA, _JN-KEY WEST 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 refusal or failure to carry the Work forward expeditiously with adequate forces, the Contractor causing the delay shall be liable for, but not limited to, delay claims from other Contractors which are affected. ARTICLE 9 PAYMENTS AND COMPLETION 9.1 Contract Sum 9.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. 9.2 Schedule of Values 1/21/2011 General Conditions of the Contract for Construction 22 EAST I,, RTELLO BRICK and MORTAR RESTORAN-KEY WEST 9.2.1 Before submittal of the first Application for Payment, the Contractor shall submit to the Architect, through 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 and Architect may require. This schedule; -unless- objected to by Project Management or Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. 9.3 Applications for Payment 9.3.1 At least fifteen days before the date established for each progress payment, the Contractor shall submit to the Architect 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, Project Management or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided for elsewhere in the Contract Documents. .1 Such applications may include request for payment on account of changes in the Work which have been properly authorized by Construction Change Directives but not yet included in Change Orders. .2 Such applications may not include requests for payment of amounts the Contractor does not intend to pay to a Subcontractor or material supplier because of a dispute or other reason. 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which approval for payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information and belief, be free and clear of liens, claims security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. All Subcontractors and Sub -subcontractors shall execute an agreement stating that title will so pass, upon their receipt of payment from the Contractor. The warranties are for the administrative convenience of the Owner only and do not create an obligation on the part of the Owner to pay directly any unpaid subcontractor, laborer or materialmen. Such persons must seek payment from the Contractor or his public construction bond surety only. 9.4 Approval for Payment 9.4.1 The Architect 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. 1/21/2011 General Conditions of the Contract for Construction 23 EAST h; )RTELLO BRICK and MORTAR RESTORA, .JN-KEY WEST 9.4.2 After the Architect's receipt of the Project Application for Payment, Project Management and Architect will either approve the Application for Payment, with a copy to the Contractor, for such amount as Project Management and Architect determine is properly due, or notify the Contractor in writing of Project Management's and Architect'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 separately by Project Management and Architect 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 and Architect'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 or Architect. 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 or Architect has (1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work, (2) reviewed the Contractor's construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 9.5 Decisions to Withhold Approval 9.5.1 Project Management/Architect 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 and Architect have issued an Approval for Payment, the Owner shall make payment in the manner and within the time provided in the Contract 1/21/2011 General Conditions of the Contract for Construction 24 EAST i-.;)RTELLO BRICK and MORTAR RESTORA ._,�N-KEY WEST Documents, and shall so notify Project Management and Architect. 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. 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, Project Management and Architect on account of portions of the Work done by such Subcontractor. 9.6.4 Neither the Owner, Project Management nor Architect shall have an obligation to pay, or to see to, the payment of money to a Subcontractor except as may otherwise be required by law. 9.6.5 Payment to material suppliers shall be treated in a manner similar to that provided in Subparagraphs 9.6.2, 9.6.3 and 9.6.4. 9.6.6 A progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. 9.6.7 All material and work covered by partial payments made shall thereupon become the sole property of the Owner, and by this provision shall not be construed as relieving the Contractor from the sole responsibility for the materials and Work upon which payments have been made or the restoration for any damaged material, or as a waiver of the right of the Owner or Project Management to require the fulfillment of all the terms of the Contract. 9.6.8 Except in case of bona fide disputes, or where the Contractor has some other justifiable reason for delay, the Contractor shall pay for all transportation and utility services not later than the end of the calendar month following that in which services are rendered and for all materials, tools, and other expendable equipment which are delivered at the site of the Project. The Contractor shall pay to each of his Subcontractors, not later than the end of the calendar month in which each payment is made to the Contractor, the representative amount allowed the Contractor on account of the Work performed by the Subcontractor. The Contractor shall, by an appropriate agreement with each Subcontractor, also require each Subcontractor to make payments to his suppliers and Sub -subcontractors in a similar manner. 1/21/2011 General Conditions of the Contract for Construction 25 EAST N.,i TELLO BRICK and MORTAR RESTORA,.)N-KEY WEST 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 and submit to the Architect a comprehensive list of items to be completed or corrected. The Contractor shall proceed promptly to complete and correct items on the list. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. Upon receipt of the list, Project Management, will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the inspection discloses any item, whether or not included on the list, which is not in accordance with the requirements of the Contract Documents, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. 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 and submit a list to the Architect 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. 1/21/2011 General Conditions of the Contract for Construction 26 EAST h.,�RTELLO BRICK and MORTAR RESTORA . JN-KEY WEST 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. 9.10 Final Completion and Final Payment 9.10.1 Upon completion of the Work, the Contractor shall forward to Project Management a written Notice that the Work is ready for final inspection and acceptance and shall also forward to Project Management a final Contractor's Application for Payment. Upon receipt, Project Management will forward the Notice and Application to the Architect who will promptly make such inspection. When the Architect, based on the recommendation of Project Management, finds the Work acceptable under the Contract Documents and the Contract fully performed, Project Management and Architect 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 and Architect'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 the Architect through 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 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. 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, Architect, 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. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY 10.1 Safety Precautions and Programs 1/21/2011 General Conditions of the Contract for Construction 27 EAST ►,.ARTELLO BRICK and MORTAR RESTORA_.) N-KEY WEST 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 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, Project Management and Architect 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, or in accordance with final determination by the Architect. 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 event such material or substance is found to be present, to verify that it has been rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Project Management the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Contractor and Project Management will promptly reply to the Owner in writing stating whether or not any of them has reasonable objection to the persons or entities proposed by the Owner. If the Contractor or Project Management has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor and Project Management have no reasonable objection. 10.2 Safety of Persons and Property 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: 1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub -subcontractors; 1/21/2011 General Conditions of the Contract for Construction 28 EAST N)RTELLO BRICK and MORTAR RESTORA.�,N-KEY WEST .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction; and 4 construction or operations by the Owner or other Contractors. 10.2.2 The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of property qualified personnel. 10.2.5 The Contractor shall promptly remedy damage and loss to property referred to in Clauses 10.2.1.2, 10.2.1.3, 10.2.1.4 caused in whole or in part by the Contractor, a Subcontractor, a Sub -subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Clauses 10.2.1.2, 10.2.1.3 and 10.2.1.4, except damage or loss attributable to acts or omissions of the Owner, 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 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, Project Management and Architect. 10.2.7 The Contractor shall not load or permit any part of the construction or site to be loaded so as to endanger its safety. 10.3 Emergencies 10.3.1 In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Paragraph 4.7 and Article 7. ARTICLE 11 INSURANCE AND BONDS 11.1.1 Prior to commencement of Work governed by this contract (including the prestaging of personnel and material), the Contractor shall obtain, at its own expense, insurance as specified in the schedule set forth in Section 00110 Proposal Form which are made part of this Agreement. The Contractor will ensure that the insurance obtained will extend protection to all subcontractors engaged by the Contractor. As an alternative the Contractor may require all subcontractors to obtain insurance consistent with the attached schedules. 1/21/2011 General Conditions of the Contract for Construction 29 EAST i'v), RTELLO BRICK and MORTAR RESTORA. ) N-KEY WEST 11.1.2 The Contractor will not be permitted to commence Work governed by the Agreement (including pre -staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the County as specified below. Delays in the commencement of Work resulting from the failure of the Contractor to provide satisfactory evidence of the required insurance shall not extend deadlines specified in this Agreement and any penalties and failure to perform assessments shall be imposed as if the Work commenced on the specified date and time, except for the Contractor's failure to provide satisfactory evidence of insurance. 11.1.3 The Contractor shall maintain the required insurance throughout the entire term of this contract and any extensions specified in any attached schedules. Failure to comply with this provision may result in the immediate suspension of all Work until the required insurance has been reinstated or replaced. Delays in the completion of Work resulting from the failure of the Contractor to maintain the required insurance shall not extend deadlines specified in this Agreement and any penalties and failure to perform assessments shall be imposed as if the Work commenced on the specified date and time, except for the Contractor's failure to provide satisfactory evidence of insurance. 11.1.4 The Contractor shall provide, to the County in care of Project Management as satisfactory evidence of the required insurance, either: 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, nonrenewa1, 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 11.2.1 The Owner shall require the contractor to furnish Builder's Risk insurance in an amount equal to the contract cost. 11.3 Public Construction Bond 11.3.1 Not a requirement of this Contract. 1/21/2011 General Conditions of the Contract for Construction 30 EAST IbrtiRTELLO BRICK and MORTAR RESTORA ]N-KEY WEST ARTICLE 12 UNCOVERING AND CORRECTION OF WORK 12.1 Uncovering of Work 12.1.1 If a portion of the Work is covered contrary to Project Management's or Architect's request or to requirements specifically expressed in the Contract Documents, it must, if required in writing by either Project Management or Architect, 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 or Architect has not specifically requested to observe prior to its being covered, Project Management or Architect may request to see such Work and it shall be uncovered by the Contractor, if such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be 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 Architect 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 and Architect's services and expenses made necessary thereby. 12.2.2 If, within one year after the date of Substantial Completion of the Work or designated portion thereof, or after the date for commencement of warranties established under Subparagraph 9.9, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. This period of one year shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual performance of the Work. This obligation under this Subparagraph 12.2.2 shall survive acceptance of the Work under the Contract and termination of the Contract. The Owner shall give such notice promptly after discovery of the condition. 12.2.3 The Contractor shall remove from the site portions of the Work which are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. 12.2.4 If the Contractor fails to correct nonconforming Work within a reasonable time, the Owner may correct it in accordance with Paragraph 2.4. If the Contractor does not proceed with correction of such nonconforming Work within a reasonable time fixed by written notice from the Architect issued through Project Management, the Owner may remove it and store the salvable materials or equipment at the Contractor's expense. If the Contractor does not pay costs of such removal and storage within ten days after written notice, the Owner may upon ten additional days' written notice sell such materials and equipment at auction or at private sale and shall account for the proceeds thereof, after deducting costs and damages that should have been 1/21/2011 General Conditions of the Contract for Construction 31 EAST IVt RTELLO BRICK and MORTAR RESTORA'i . )N-KEY WEST borne by the Contractor, including compensation for Project Management's and Architect's services and expenses made necessary thereby. If such proceeds of sale do not cover costs which the Contractor should have borne, the Contract Sum shall be reduced by the deficiency. If payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference to the Owner. 12.2.5 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or other Contractors caused by the Contractor's correction or removal of Work which is not in accordance with the requirements of the Contract Documents. 12.2.6 Nothing contained in this Paragraph 12.2 shall be construed to establish a period of limitation with respect to other obligations which the Contractor might have under the Contract Documents. Establishment of the time period of one year as described in Subparagraph 12.2.2, relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. 12.3 Acceptance of Nonconforming Work 12.3.1 If the Owner prefers to accept Work which is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS 13.1 Governing Law 13.1.1 The contract shall be governed by the laws of the State of Florida. Venue for any claims or disputes arising under this contract shall be in the Circuit Court of the 16th Judicial Circuit of the State of Florida. 13.2 Successors and Assigns 13.2.1 The Owner or Project Management (as the case may be) and the Contractor each binds himself, his partners, successors, assigns, and legal representatives of such other party in respect to all covenants, agreements, and obligations contained in the Contract Documents. Neither party to the Contract shall assign the Contract or sublet it as a whole without the written consent of the other. 13.2.2 The Contractor shall not assign any monies due or to become due under this Contract without prior written consent of the Owner or Project Management. 13.3 Written Notice 1/21/2011 General Conditions of the Contract for Construction 32 EAST MARTELLO BRICK and MORTAR RESTORAI Ai -KEY WEST 13.3.1 Any written notices or correspondence given pursuant to this contract shall be sent by United States Mail, certified, return receipt requested, or by courier with proof of delivery. Notice shall be sent to the following persons: For Contractor: Abhijit Tipnis, President Contracting Specialists, Inc. SE 1600 N. Powerline Road Pompano Beach, FL 33069 For Owner: Director of Proiect Management 1100 Simonton St., Room 2-216 Key West, Florida 33040 13.4 Rights and Remedies County Administrator 1100 Simonton St. Key West Florida 33040 13.4.1 Duties and obligations imposed by the Contract Documents=and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. 13.4.2 No action or failure to act by the Owner, Project Management, Architect or Contractor shall constitute a waiver of a right or duty afforded them under the contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing. 13.5 Tests and Inspections 13.5.1 Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws, ordinances, rules, regulations or orders of public authorities having jurisdiction shall be made at an appropriate time. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give Project Management and Architect timely notice of when and where tests and inspections are to be made so Project Management and Architect 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, Architect, 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 and Architect will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to Project Management and Architect of when and where tests and inspections are to be made so Project Management and Architect 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 1/21/2011 General Conditions of the Contract for Construction 33 EAST NfARTELLO BRICK and MORTAR RESTORA,, WKEY WEST including those of repeated procedures and compensation for Project Management's and Architect'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 for transmittal to the Architect. 13.5.5 If Project Management or Architect is to observe tests, inspections or approvals required by the Contract Documents, Project Management or Architect 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. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT 14.1 Termination by the Owner for Cause 14.1.1 The Owner may terminate the Contract if the Contractor: .1 persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; .3 persistently disregards laws, ordinances, or rules, regulations or orders of a public authority having jurisdiction; .or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. 14.1.2 When any of the above reasons exist, the Owner, after consultation with Project Management, and upon certification by the Architect that sufficient cause exists to justify such action, may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, 72 hours written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: .1 take possession of the site and of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; .2 accept assignment of subcontracts pursuant to Paragraph 5.4; and .3 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 1/21/2011 General Conditions of the Contract for Construction 34 EAST Ni m RTELLO BRICK and MORTAR RESTORA'i ..jN-KEY WEST 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. 1/21/2011 General Conditions of the Contract for Construction 35