Item C05C ounty of M onroe
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BOARD OF COUNTY COMMISSIONERS
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Mayor David Rice, District 4
The FlOnda Key
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Mayor Pro Tem Sylvia J. Murphy, District 5
Danny L. Kolhage, District 1
George Neugent, District 2
Heather Carruthers, District 3
County Commission Meeting
September 19, 2018
Agenda Item Number: C.5
Agenda Item Summary #4618
BULK ITEM: Yes DEPARTMENT: Airports
TIME APPROXIMATE: STAFF CONTACT: T.J Henderson (305) 289 -6302
none
AGENDA ITEM WORDING: Approval to rescind Item S9 from the June 20, 2018, BOCC
agenda AND approval to declare an emergency for purposes of purchasing a cold water supply
chiller system as an exclusion to the purchasing policies and procedures AND approval of a contract
with Sub -zero Air Conditioning in the amount of $242,478.00 for emergency replacement of one
chiller at the Key West International Airport; to be paid from State FDOT Grant GOE47 (50 %) and
Airport Operating Fund 404 (50 %).
ITEM BACKGROUND: The main airport (ticketing) terminal is cooled by two (2) cold water
supply chiller systems. One of the systems has failed completely and the 2n one is in imminent
predicted failure mode. Due to the ongoing maintenance requirements and the condition of the
system staff was already in the process of preparing the design documents in order to go out for
competitive solicitation. However with the complete failure of one of the units and the terminal
condition of the second unit the situation has now become an emergency. Upon failure of the second
unit the main (ticketing) terminal at the airport would have no air conditioning. In addition, the
terminal was not designed for, and has no natural ventilation. The lack of air conditioning will create
health safety concerns for employees working, as well as passengers transiting, in a terminal with
sweltering temperatures due to a lack of air conditioning and lack of ventilation at the height of the
summer season. In addition, the lack of HVAC at the height of rainy season would also give rise to
concerns about mold growth. With a long production and delivery schedule, and so staff, tenants,
passengers and visitors are not without air conditioning, staff recommends the emergency purchase
of the new system from Sub -Zero Air Conditioning.
PREVIOUS RELEVANT BOCC ACTION: Approval of Item S9 at the June 20, 2018, meeting;
however, the contract with an estimated cost was not ready at that time.
CONTRACT /AGREEMENT CHANGES:
N/A
STAFF RECOMMENDATION: Approval.
DOCUMENTATION:
D00O32
Sub Zero EYW Chiller
FINANCIAL IMPACT:
Effective Date: Upon Notice to Proceed (NTP)
Expiration Date: 90 days after NTP
Total Dollar Value of Contract: $242,478.00
Total Cost to County: -0-
Current Year Portion:
Budgeted: yes
Source of Funds: 50% FDOT grant /50% Fund 404 Operating
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: If yes, amount:
Grant:
County Match:
Insurance Required:
Additional Details:
REVIEWED BY:
Beth Leto
Completed
08/31/2018 1:56 PM
T.J Henderson
Completed
08/31/2018 2:16 PM
Pedro Mercado
Completed
08/31/2018 2:55 PM
Budget and Finance
Completed
09/04/2018 1:45 PM
Maria Slavik
Completed
09/04/2018 2:07 PM
Kathy Peters
Completed
09/04/2018 4:00 PM
Board of County Commissioners
Pending
09/19/2018 9:00 AM
July 27, 2018
s
TO: Chris Hawks, Key West International Airport
FROM: Todd Oropeza, Sub Zero, Inc
RE: Proposal — Chiller Replacement #1
Chiller Replacement: We propose to provide One Daikin AGZ Air cooled Chiller:
-Log out / Tag out one (1) existing chiller
-Drain water from CHW piping
- Disconnect one (1) existing McQuay chiller from chilled water piping
- Remove existing, provide and install six (6) new 6" isolation butterfly valves
- Connect existing chiller to new isolation valves and fill system back with water
- Provide and install 6" galvanize piping from new isolation valves to chiller
- Provide and install two (2) new vibrasorber on CHW supply and return lines
- Provide and install two (2) new thermometer and pressure gauges
-Fill system with water
Connect chiller to existing power (by others)
-Crane Service
-Start up chiller and verify performance
-Your Controls BMS Contractor should be on site at the moment of chiller start up
Time Frame Air Cooled Chiller has a production time of 8 -9 weeks + freight (1 to 2 weeks)
Warranty 1 year parts and labor on piping work / 1 -5 year chiller parts, labor, and refrigerant
Total C ontract Pr ice: $242,478.00
Todd Oropeza
Date:"
Accepted by
Date:
RESIDENTIAL
CD
Agreement
Between Owner and Contractor
Where the basis of payment is a STIPULATED SUM
THIS AGREEMENT is made as of the 19th day of September 2018 between the Owner, Monroe
County Board of County Commissioners whose address is 500 Whitehead Street, Key West,
Florida 33040 and the Contractor, SUB -ZERO, Inc. whose address is 6003 Peninsula Avenue,
Key West, Florida 33040
For the following Project: Key West International Airport Main Terminal Chiller
Replacement
Scope of the Work
1. Project Overview
Install one Daikin AGZ air cooled chiller in accordance with the proposal — Chiller
Replacement #1 dated July 27, 2018, attached as Exhibit A. Removal and disposal of
existing equipment.
2. General Project Intent and Scope
Provide all labor, supervision, engineering, materials, supplies, equipment, tools,
transportation, surveying, layout, and protection for the proper execution and completion
of all the work in accordance with the Contract Documents
3. General Requirements
• Construction work times shall be limited to: The work hours for the first day of
work shall be 7:00 p.m. to 5:00 a.m., thereafter work hours shall be 8:00 AM -
5:OOPM Monday- Friday.
A. Contractor needs to be aware of weather and location and plan accordingly.
B. Contractor needs to be aware of the facility, its vendors and staff with unusual
schedules and plan accordingly. Coordination of each days works shall be done
in advance with approval from County. All spaces interior and exterior shall be
cleaned and returned to normal work period/ day.
C. The Scope of Work shall include, but not be limited to, all work shown and listed in
Exhibit A. The Contractor is required to provide a complete job as contemplated
by Exhibit A. The Contractor shall furnish all labor, supervision, materials, power,
tools, equipment, supplies and any other means of construction necessary or
proper for performing and completing the Scope of Work, unless otherwise
specifically stated.
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AGREEMENT Page 1 of 45
D. The contractor will be responsible to obtain all necessary permits and approvals
through the Monroe County Building Department and any other permitting or
regulatory agencies as applicable
SPECIAL PROVISIONS
The following Special Provisions are intended to clarify the scope of work, or
highlight features of the work, or modify, change, add to, or delete from the General Scope
of this Proposal Package.
All licenses required in order to perform the scope of work in the specified
location, shall be procured and maintained by the contractor and his
subcontractors. Contractor shall submit copies to the Airport Facilities
Manager prior to notice to proceed.
2. Provide, replace, and maintain any safety rails and barricades as necessary
during the process of work, or during deliveries of materials or equipment.
3. Contractor is to review Division 1 General Requirements for additional
responsibilities required in order to perform this Work.
4. Contractor shall maintain As -Built Drawings, (Record Drawings per Section
01720), of his work progression.
5. The Contractor shall not store materials, tools or debris inside the building
without written permission. Contractor shall provide suitable storage
container, and be responsible for disposal off -site of all debris and trash.
7. The Contractor shall coordinate with Owner's representative on available
hours for Job Site access. The work hours for the first day of work shall be
7:00 p.m. to 5:00 a.m., thereafter work hours shall be 8:00 AM - 5:OOPM
Monday- Friday. Any change to agreed upon schedule must be obtained in
writing with a minimum of 72 hrs advanced notice.
8. Coordination of each days works shall be done in advance with approval
from County. All spaces interior and exterior shall be cleaned and returned
to normal each work period.
ARTICLE 1
The Contract Documents
The Contract Documents consist of this Agreement, Conditions of the Contract (General,
Supplementary and other Conditions), Drawings, Specifications, Proposal Documents, Addenda
issued prior to execution of this Agreement and all required insurance documentation, and
Modifications issued after execution of this Agreement. The Contract represents the entire and
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AGREEMENT Page 2 of 45
integrated agreement between the parties hereto and supersedes prior negotiations,
representations or agreements, either written or oral. An enumeration of the Contract Documents,
other than Modifications, appears in Article 9. In the event of a discrepancy between the
documents, precedence shall be determined by the order of the documents as just listed.
ARTICLE 2
The Work of this Contract
The Contractor shall execute the entire Work described in the Contract Documents, except to the
extent specifically indicated in the Contract Documents to be the responsibility of others, or as
follows:
N/A
ARTICLE 3
Date of Commencement and Substantial Completion
3.1 The date of commencement is the date to be fixed in a notice to proceed issued by the
Owner.
The Contractor shall achieve Substantial Completion of the entire Work not later than Ninety -
(90) calendar days after the date of commencement or issuance of a Notice to Proceed. The time
or times stipulated in the contract for completion of the work of the contract or of specified phases
of the contract shall be the calendar date or dates listed in the milestone schedule.
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 Two Hundred Forty Two Thousand Four Hundred Seventy —
Eight Dollars ( $242,478.00 ), subject to additions and deductions as provided in the Contract
Documents.
4.2 The Contract Sum is based upon the following alternates, if any, which are described in
the Contract Documents and are hereby accepted by the Owner:
(State the numbers or other identification of accepted alternates. If decisions on other alternates
are to be made by the Owner subsequent to the execution of this Agreement. Attach a schedule
of such other alternates showing the amount for each and the date until which that amount is
valid.)
Alternate # 1: No Alternates Specified
/100
(Cost in words)
Dollars ($ )
4.3 Unit prices, if any, are as follows: N/A
ARTICLE 5
Progress Payments
5.1 Based upon Applications for Payment submitted by the Contractor to the Airport Facilities
Manager, and upon approval for payment issued by the Airport Facilities Manager, the Owner
AGREEMENT Page 3 of 45
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 Airport Facilities Manager may
require. This schedule, unless objected to by the Airport Facilities Manager, shall be used as a
basis for reviewing the Contractor's Applications for Payment.
5.5 Applications for Payment shall indicate the percentage of completion of each portion of
the Work as of the end of the period covered by the Application for Payment.
5.6 Subject to the provisions of the Contract Documents, the amount of each progress
payment shall be computed as follows:
5.6.1 Take that portion of the Contract Sum properly allocable to completed Work as determined
by multiplying the percentage completion of each portion of the Work by the share of the total
Contract Sum allocated to that portion of the Work in the Schedule of Values, less retainage of
Ten Percent 10 %. Pending final determination of cost to the owner of changes in the Work,
amounts not in dispute may be included in Applications for Payment. The amount of credit to be
allowed by the Contractor to the Owner for a deletion or change which results in a net decrease
in the Contract Sum shall be the net cost to the Owner, less Overhead, Profit and Documented
Costs incurred prior to the change Request, as indicated in the corresponding line item in the
Approved Schedule of Values for that line item as confirmed by the Airport Facilities Manager.
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 Airport Facilities Manager has withheld or nullified
a Certificate for Payment as provided in Paragraph 9.5 of the General Conditions.
5.7 Retainage of 10% will be withheld in accordance with section 218.735 (8(b), Florida
Statutes.
5.8 Reduction or limitation of retainage, if any, shall be as follows:
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AGREEMENT Page 4 of 45
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 Airport Facilities Manager.
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 Airport
Facilities Manager. Such final payment shall be made by the Owner not more than 20 days after
the issuance of the final approval for payment. The following documents ( samples in section 1027
are required for Final Payment:
(1) Application and Certificate for Payment
(2) Continuation Sheet
(3) Certificate of Substantial Completion _
(4) Contractor's Affidavit of Debts and Claims
(5) Contractor's Affidavit of Release of Liens
(6) Final Release of Lien
(7) Contractor shall provide two (2) hard copies in tabulated divided binders and
one (1) saved electronically tabbed and indexed in Adobe Acrobat file (.PDF)
format delivered on a downloadable CD /DVD of all the following but not limited to:
A .Project Record Documents (As Built Documents).
B. Operating and maintenance data, instructions to the Owner's personnel.
C. Warranties, bond and guarantees.
D. Spare parts and maintenance materials.
E. Evidence of payment and final release of liens and consent of surety to final
release.
Miscellaneous Provisions
ARTICLE 7
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 Article 34 of the General Conditions.
7.4 Monroe County's performance and obligation to pay under this contract is contingent upon
an annual appropriation by the Board of County Commissioners.
AGREEMENT Page 5 of 45
7.5 A person or affiliate who has been placed on the convicted vendor list following a
conviction for public entity crime may not submit a bid on a contract to provide any goods or
services to a public entity, may not submit a proposal on a contract with a public entity for the
construction or repair of a public building or public work, may not submit proposals on leases of
real property to public entity, may not be awarded or perform work as contractor, supplier,
subcontractor, or consultant under a contract with any public entity, and may not transact business
with any public entity in excess of the threshold amount provided in Section 287.017, for
CATEGORY TWO for a period of 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 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.
AGREEMENT Page 6 of 45
e) Binding Effect. The terms, covenants, conditions, and provisions of this Agreement
shall bind and inure to the benefit of the County and Contractor and their respective legal
representatives, successors, and assigns.
f) Authority. Each party represents and warrants to the other that the execution, delivery
and performance of this Agreement have been duly authorized by all necessary County and
corporate action, as required by law. Each party agrees that it has had ample opportunity to submit
this Contract to legal counsel of its choice and enters into this agreement freely, voluntarily and
with advice of counsel.
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, 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 patient 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
AGREEMENT Page 7 of 45
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. Contractor must comply with Florida public records laws, including but
not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida.
The County and Contractor shall allow and permit reasonable access to, and inspection of, all
documents, records, papers, letters or other "public record" materials in its possession or under
its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the
County and Contractor in conjunction with this contract and related to contract performance. The
County shall have the right to unilaterally cancel this contract upon violation of this provision by
the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed
a material breach of this contract and the County may enforce the terms of this provision in the
form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all
attorney's fees and costs associated with that proceeding. This provision shall survive any
termination or expiration of the contract.
The Contractor is encouraged to consult with its advisors about Florida Public Records Law in
order to comply with this provision.
Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor is required
to:
(1) Keep and maintain public records that would be required by the County to perform the
service.
(2) Upon receipt from the County's custodian of records, provide the County with a copy of
the requested records or allow the records to be inspected or copied within a reasonable time at
a cost that does not exceed the cost provided in this chapter or as otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the
contract term and following completion of the contract if the contractor does not transfer the
records to the County.
AGREEMENT Page 8 of 45
(4) Upon completion of the contract, transfer, at no cost, to the County all public records in
possession of the Contractor or keep and maintain public records that would be required by the
County to perform the service. If the Contractor transfers all public records to the County upon
completion of the contract, the Contractor shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. If the Contractor
keeps and maintains public records upon completion of the contract, the Contractor shall meet all
applicable requirements for retaining public records. All records stored electronically must be
provided to the County, upon request from the County's custodian of records, in a format that is
compatible with the information technology systems of the County.
(5) A request to inspect or copy public records relating to a County contract must be made
directly to the County, but if the County does not possess the requested records, the County shall
immediately notify the Contractor of the request, and the Contractor must provide the records to
the County or allow the records to be inspected or copied within a reasonable time.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS,
BRIAN BRADLEY, AT (305) 292 -3470
o) Non - Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida
Statutes, the participation of the Contractor and the County in this Agreement and the acquisition
of any commercial liability insurance coverage, self- insurance coverage, or local government
liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability
coverage, nor shall any contract entered into by the County be required to contain any provision
for waiver.
p) Privileges and Immunities. All of the privileges and immunities from liability,
exemptions from laws, ordinances, and rules and pensions and relief, disability, workers'
compensation, and other benefits which apply to the activity of officers, agents, or employees of
any public agents or employees of the County, when performing their respective functions under
this Agreement within the territorial limits of the County shall apply to the same degree and extent
to the performance of such functions and duties of such officers, agents, volunteers, or employees
outside the territorial limits of the County.
q) Legal Obligations and Responsibilities: Non - Delegation of Constitutional or Statutory
Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating
entity from any obligation or responsibility imposed upon the entity by law except to the extent of
actual and timely performance thereof by any participating entity, in which case the performance
may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not
intended to, nor shall it be construed as, authorizing the delegation of the constitutional or
statutory duties of the County, except to the extent permitted by the Florida constitution, state
statute, and case law.
r) Non - Reliance by Non - Parties. No person or entity shall be entitled to rely upon the
terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or
entitlement to or benefit of any service or program contemplated hereunder, and the County and
the Contractor agree that neither the County nor the Contractor or any agent, officer, or employee
of either shall have the authority to inform, counsel, or otherwise indicate that any particular
individual or group of individuals, entity or entities, have entitlements or benefits under this
Agreement separate and apart, inferior to, or superior to the community in general or for the
purposes contemplated in this Agreement.
AGREEMENT Page 9 of 45
s) Attestations. Contractor agrees to execute such documents as the County may
reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug -
Free Workplace Statement.
t) No Personal Liability. No covenant or agreement contained herein shall be deemed to
be a covenant or agreement of any member, officer, agent or employee of Monroe County in his
or her individual capacity, and no member, officer, agent or employee of Monroe County shall be
liable personally on this Agreement or be subject to any personal liability or accountability by
reason of the execution of this Agreement.
u) Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be regarded as an original, all of which taken together shall
constitute one and the same instrument and any of the parties hereto may execute this Agreement
by signing any such counterpart.
v) Hold Harmless and Indemnification. Notwithstanding any minimum insurance
requirements prescribed elsewhere in this agreement, Contractor shall defend, indemnify and
hold the COUNTY and the COUNTY's elected and appointed officers and employees harmless
from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative
proceedings, appellate proceedings, or other proceedings relating to any type of injury (including
death), loss, damage, fine, penalty or business interruption, and (iii) any costs or expenses that
may be asserted against, initiated with respect to, or sustained by, any indemnified party by
reason of, or in connection with, (A) any activity of Contractor or any of its employees, agents,
contractors or other invitees during the term of this Agreement, (B) the negligence or
recklessness, intentional wrongful misconduct, errors or other wrongful act or omission of
Contractor or any of its employees, agents, sub - contractors or other invitees, or (C) Contractor's
default in respect of any of the obligations that it undertakes under the terms of this Agreement,
except to the extent the claims, actions, causes of action, litigation, proceedings, costs or
expenses arise from the intentional or sole negligent acts or omissions of the COUNTY or any of
its employees, agents, contractors or invitees (other than Contractor). Insofar as the claims,
actions, causes of action, litigation, proceedings, costs or expenses relate to events or
circumstances that occur during the term of this Agreement, this section will survive the expiration
of the term of this Agreement or any earlier termination of this Agreement.
In the event that the completion of the project (to include the work of others) is delayed or
suspended as a result of the Contractor s failure to purchase or maintain the required insurance,
the Contractor shall indemnify the County from any and all increased expenses resulting from
such delay. Should any claims be asserted against the County by virtue of any deficiency or
ambiguity in the plans and specifications provided by the Contractor, the Contractor agrees and
warrants that the Contractor shall hold the County harmless and shall indemnify it from all losses
occurring thereby and shall further defend any claim or action on the County's behalf.
The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification
provided for the above.
w) Section Headings. Section headings have been inserted in this Agreement as a
matter of convenience of reference only, and it is agreed that such section headings are not a
part of this Agreement and will not be used in the interpretation of any provision of this Agreement.
AGREEMENT Page 10 of 45
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 agreements or contracts of any nature with his
subcontractors shall include the COUNTY as additional insured.
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: (Insert information here).
a) Proposal dated July 27, 2018
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 Addenda, if any, are as follows:
9.1.4 The Alternates, if any, are as follows:
THE REMAINDER OF THIS PAGE AHS BEEN INTENTIONALLY LEFT BLANK.
AGREEMENT Page 11 of 45
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.
Execution by the Contractor must be by a person with authority to bind the entity.
SIGNATURE OF THE PERSON EXECUTING THE DOCUMENT MUST BE NOTARIZED AND
WITNESSED BY ANOTHER OFFICER OF THE ENTITY.
(SEAL)
Attest: KEVIN MADOK, Clerk
By:
Deputy Clerk
Date
(SEAL)
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By:
Mayor /Chairman
ASSISTANT NTY ATTORNEY
Date 1 r r
STATE OF FLORIDA
COUNTY OF
On this day of 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 identification, and acknowledged that he /she is the
person who executed the above contract with Monroe County for the purposes herein contained.
Notary Public
Print Name
My commission expires:
Seal
AGREEMENT Page 12 of 45
General Conditions of the Contract for Construction
Where Project Management is Not a Constructor
Table of Articles
1. General Provisions
2. Owner
3. Contractor
4. Administration of the Contract
5. Subcontractors
6. Construction by Owner or By Other Contractors
7. Changes in the Work
8. Time
9. Payments and Completion
10. Protection of Persons and Property
11. Insurance and Bonds
12. Uncovering and Correction of Work
13. Miscellaneous Provisions
14. Termination or Suspension of the Contract
GENERAL CONDITIONS Page 13 of 45
GENERAL CONDITIONS OF THE CONTRACT
1.0 GENERAL PROVISIONS
1.1 Basic Definitions
1.1.1 The Contract Documents: The Contract Documents consist of the Agreement between
Owner and Contractor, Conditions of the Contract (General, Supplementary and other
Conditions), addenda issued prior to execution of the Contract, Owners proposal documents,
other documents listed in the Agreement and Modifications issued after execution of the Contract,
and the Contractor's proposal and supporting documentation. A Modification is (1) a written
amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction
Change Directive or (4) a written order for a minor change in the Work issued by Project
Management.
1.1.2 The Contract: The Contract represents the entire and integrated agreement between the ®,
parties hereto and supersedes prior negotiations, representations or agreements, either written
or oral. The Contract may be amended or modified only by a Modification. The Contract
Documents shall not be construed to create a contractual relationship of any kind between any
persons or entities other than the Owner and Contractor.
1.1.3 The Work: The term "Work" means the construction and services required by the
Contract Documents, whether completed or partially completed, and includes all other labor,
materials, equipment and services provided or to be provided by the Contractor to fulfill the
Contractor's obligations. The Work may constitute the whole or a part of the Project.
1.1.4 The Project: The Project is the total construction of which the Work performed under the
Contract Documents may be the whole or a part and which may include construction by other
Contractors and by the Owner's own forces including persons or entities under separate contracts
not administered by Project Management.
1.1.5 The Drawings: The Drawings are the graphic and pictorial portions of the Contract
Documents, wherever located and whenever issued, showing the design, location and
dimensions of the Work, generally including plans, elevations, sections, details, schedules and
diagrams.
1.1.6 The Specifications: The Specifications are that portion of the Contract Documents
consisting of the written requirements for materials, equipment, construction systems, standards
and workmanship for the Work, and performance of related services.
1.1.7 The Project Manual: The Project Manual is the volume usually assembled for the Work
which may include the proposal requirements, sample forms, Conditions of the Contract and
Specifications.
1.2 Execution, Correlation and Intent
1.2.2 Execution of the Contract by the Contractor is a representation that the Contractor has
visited the site, become familiar with local conditions under which the Work is to be performed
and correlated personal observations with requirements of the Contract Documents.
1.2.3 The intent of the Contract Document is to include all items necessary for the proper
execution and completion of the Work by the contractor. The Contract Documents are
complementary, and what is required by one shall be as binding as if required by all; performance
GENERAL CONDITIONS 01740 -Page 14 of 45
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 Interpretation
1.3.1 In the interest of brevity the Contract Documents frequently omit modifying words such as
"all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent
from one statement and appears in another is not intended to affect the interpretation of either
statement.
2.0 OWNER
2.1 Definition
2.1.1 The Owner is Monroe County. The term "Owner" means the Owner or the Owner's
authorized representative.
2.2 Information and Services Required of the Owner
2.2.2 The owner shall furnish initial site surveys describing physical characteristics, legal
limitations and utility locations for the site of the Project, and a legal description of the site.
2.2.3 For existing facilities the Owner shall secure and pay for necessary approvals, easements,
assessments and charges, required for construction, use or occupancy of permanent structures
or for permanent changes in existing facilities except for permits and fees which are the
responsibility of the Contractor under the Contract Documents. It is the Contractor's responsibility
to secure and pay for the building permit(s) for the project.
2.2.4 Information or services under the Owner's control shall be furnished by the Owner with
reasonable promptness to avoid delay in orderly progress of the Work.
2.2.5 The foregoing are in addition to other duties and responsibilities of the Owner enumerated
herein and especially those in respect to Article 6 (Construction by Owner or by Other
Contractors), Article 9 (Payments and Completion) and Article 11 (Insurance and Bonds).
2.3 Owner's Right to Stop the Work
2.3.1 If the Contractor fails to correct Work which is not in accordance with the requirements of
the contract Documents as required by Paragraph 12.2 or persistently fails to carry out Work in
accordance with the Contract Documents, the Owner, by written order signed personally or by an
agent specifically so empowered by the Owner, may order the Contractor to stop the Work, or
any portion thereof, until the cause for such order has been eliminated; however, the right of the
Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right
for the benefit of the Contractor or any other person or entity.
GENERAL CONDITIONS 01740 -Page 15 of 45
2.4 Owner's Right to Carry Out the Work
2.4.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract
Documents and fails within a three -day period after receipt of written notice from the Owner to
commence and continue correction of such default or neglect with diligence and promptness, the
Owner may after such three -day period give the Contractor a second written notice to correct
such deficiencies within a three -day period. If the Contractor within such second three -day period
after receipt of such second notice fails to commence and continue to correct any deficiencies,
the Owner may, without prejudice to other remedies the Owner may have, correct such
deficiencies. In such case an appropriate Change Order shall be issued deducting from payments
then or thereafter due the Contractor the cost of correcting such deficiencies, including
compensation for another contractor or subcontractor and their respective consultants' additional
services and expenses made necessary by such default, neglect or failure. If payments then, or
thereafter, due the Contractor are not sufficient to cover such amounts, the Contractor shall pay
the difference to the Owner. In the event of clean -up issues, Owner has right to provide a
minimum of 24 hours notice. In the event of safety issues determined to be of a serious nature,
as determined by Project Management, notice will be given, and contractor is required to rectify
deficiency immediately.
_
3.0 CONTRACTOR
3.1 Definition
3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred
to throughout this Agreement as if singular in number. The term "Contractor" means the
Contractor or the Contractor's authorized representative.
3.1.2 The plural term "Contractors" refers to persons or entities who perform construction under
Conditions of the Contract that are administered by Project Management, and that are identical
or substantially similar to these Conditions.
3.2 Review of Contract Documents and Field Conditions by Contractor
3.2.1 The Contractor shall carefully study and compare the Contract Documents with each other
and with information furnished by the Owner pursuant to Subparagraph 2.2.2 and shall at once
report to Airport Facilities Manager errors, inconsistencies or omissions discovered. The
Contractor shall not be liable to the Owner for damage resulting from errors, inconsistencies or
omissions in the Contract Documents unless the Contractor recognized such error, inconsistency
or omission and knowingly failed to report it to Airport Facilities Manager. If the Contractor
performs any construction activity knowing it involves a recognized error, inconsistency or
omission in the Contract Documents without such notice to Airport Facilities Manager, 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 Airport Facilities Manager 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
GENERAL CONDITIONS 01740 -Page 16 of 45
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 Airport Facilities Manager in his
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 Airport
Facilities Manager, the Contractor will remove and /or replace the employee at the request of
Airport Facilities Manager. 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 Airport Facilities Manager, if required, to accommodate
any discovered variations or deviations from the Drawings and Specifications so that the progress
of the Work is not adversely affected.
3.5 Warranty
3.5.1 The Contractor warrants to the Owner 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
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GENERAL CONDITIONS 01740 -Page 17 of 45
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 Airport Facilities Manager, the Contractor shall furnish satisfactory evidence as to the
kind and quality of materials and equipment.
3.6 Taxes
3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work or portions
thereof provided by the Contractor which are legally enacted when bids are received or
negotiations concluded, whether or not yet effective or merely scheduled to go into effect.
3.7 Permits, Fees and Notices
3.7.1 The Contractor shall secure and pay for all permits, impact fees, governmental fees,
licenses, inspections, testing, surveys and utility fees required by Federal, State, Municipal or
—_
Utility entities having jurisdiction over the project for the proper execution and completion of the
Work which are customarily secured after execution of the Contract and which are legally required
_
at the time bids are received. The Contractor will be responsible for all building permit costs or
impact fees required for this project. The Contractor shall secure and pay for all building and
specialty permits including plumbing, electrical, HVAC, etc.
3.7.2 The Contractor shall comply with and give notices required by laws, ordinances, rules,
regulations and lawful orders of public authorities bearing on performance of the Work.
3.7.3 It is not the Contractor's responsibility to ascertain that the Contract Documents are in
accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations.
However, if the Contractor observes that portions of the Contract Documents are at variance
therewith, the Contractor shall promptly notify Airport Facilities Manager 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 Airport Facilities Manager 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 Airport Facilities Manager and shall not be changed except
with the consent of Airport Facilities Manager, unless the superintendent proves to be
unsatisfactory to the Contractor or ceases to be in his employ.
3.10 Contractor's Construction Schedule
3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for
the Owner's 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
GENERAL CONDITIONS 01740 -Page 18 of 45
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 Airport Facilities Manager approval.
3.10.2 The Contractor shall cooperate with Airport Facilities Manager 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 Airport Facilities Manager 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 Airport Facilities Manager and shall be delivered to Airport Facilities Manager 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 Airport Facilities
Manager is subject to the limitations of Subparagraph 4.6.12.
3.12.5 The Contractor shall review, approve and submit to Airport Facilities Manager, in
accordance with the schedule and sequence approved by Airport Facilities Manager, Shop
Drawings, Product Data, Samples and similar submittals required by the Contract Documents.
The Contractor shall cooperate with Airport Facilities Manager in the coordination of the
Contractor's Shop Drawings, Product Data, Samples and similar submittals with related
documents submitted by other Contractors. Submittals made by the Contractor which are not
required by the Contract Documents may be returned without action.
3.12.6 The Contractor shall perform no portion of the Work requiring submittal and review of Shop
Drawings, Product Data, Samples or similar submittals until the respective submittal has been
approved by Airport Facilities Manager. Such Work shall be in accordance with approved
submittals.
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GENERAL CONDITIONS 01740 -Page 19 of 45
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 Airport Facilities Manager approval of Shop Drawings, Product Data,
Samples or similar submittals unless the Contractor has specifically informed Airport Facilities
Manager in writing of such deviation at the time of submittal and Airport Facilities Manager has
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 Airport Facilities Manager'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 Airport
Facilities Manager on previous submittals.
3.12.10 Informational submittals upon which Airport Facilities Manager 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, Airport Facilities Manager 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 Airport Facilities Manager 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, Airport Facilities Manager before using any portion of the site.
3.14 Cutting and Patching
3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the
Work or to make its parts fit together properly; He shall also provide protection of existing work
as required.
3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially
completed construction of the Owner's own forces or of other Contractors by cutting, patching,
excavating or otherwise altering such construction. The Contractor shall not cut or otherwise alter
such construction by other Contractors or by the Owner's own forces except with written consent
of Airport Facilities Manager, 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 Airport Facilities Manager shall also
be required. The Contractor shall not unreasonably withhold from Airport Facilities Manager or
any separate contractor his consent to cutting or otherwise altering the Work.
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GENERAL CONDITIONS 01740 -Page 20 of 45
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 Airport Facilities Manager.
3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, Airport Facilities
Manager may do so with the Owner's approval and the cost thereof shall be charged to the
Contractor.
3.16 Access to Work
3.16.1 The Contractor shall provide the Airport Facilities Manager 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 harmless from loss on account
thereof, but shall not be responsible for such defense or loss when a particular design, process
or product of a particular manufacturer or manufacturers is required by the Contract Documents.
However, if the Contractor has reason to believe that the required design, process or product is
an infringement of a patent, the Contractor shall be responsible for such loss unless such
information is promptly furnished to the Owner.
3.18 Indemnification and Hold Harmless
3.18.1 Notwithstanding any minimum insurance requirements prescribed elsewhere in this
agreement, Contractor shall defend, indemnify and hold the COUNTY and the COUNTY's elected
and appointed officers and employees harmless from and against (i) any claims, actions or causes
of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other
proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business
interruption, and (iii) any costs or expenses that may be asserted against, initiated with respect
to, or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of
Contractor or any of its employees, agents, contractors or other invitees during the term of this
Agreement, (B) the negligence or recklessness, intentional wrongful misconduct, errors or other
wrongful act or omission of Contractor or any of its employees, agents, sub - contractors or other
invitees, or (C) Contractor's default in respect of any of the obligations that it undertakes under
the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation,
proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of
the COUNTY or any of its employees, agents, contractors or invitees (other than Contractor).
Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate
to events or circumstances that occur during the term of this Agreement, this section will survive
the expiration of the term of this Agreement or any earlier termination of this Agreement.
GENERAL CONDITIONS 01740 -Page 21 of 45
In the event that the completion of the project (to include the work of others) is delayed or
suspended as a result of the Contractor's failure to purchase or maintain the required insurance,
the Consultant shall indemnify the County from any and all increased expenses resulting from
such delay. Should any claims be asserted against the County by virtue of any deficiency or
ambiguity in the plans and specifications provided by the Contractor, the Contractor agrees and
warrants that the Contractor shall hold the County harmless and shall indemnify it from all losses
occurring thereby and shall further defend any claim or action on the County's behalf.
The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification
provided for the above.
4.0 ADMINISTRATION OF THE CONTACT
4.1 Airport Facilities Manager
4.1.1
Airport Facilities Manager is the person or entity identified as such in the Agreement and
is referred to throughout the Contract Documents as if singular in number.
4.2
Not Used
4.4
Not Used
4.5
Not Used
4.6
Administration of the Contract
4.6.1 Airport Facilities Manager 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. Airport Facilities Manager 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 Airport Facilities Manager 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 Airport Facilities Manager 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 Airport Facilities Manager 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, Airport Facilities Manager and the Owner until subsequently
revised.
4.6.4 Not used.
4.6.5 Airport Facilities Manager 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,
GENERAL CONDITIONS 01740 -Page 22 of 45
when completed, will be in accordance with the Contract Documents. However, Airport Facilities
Manager 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, Airport Facilities
Manager 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 Airport Facilities Manager will not have control over or charge of and will not be responsible
for construction means, method, techniques, sequences or procedures, or for safety precautions
and programs in connection with the Work, since these are solely the Contractor's responsibility
as provided in Paragraph 3.3, and neither will be responsible for the Contractor's failure to carry
out the Work in accordance with the Contract Documents. Airport Facilities Manager shall not
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 Airport Facilities Manager. Communications by and =
with Subcontractors and material suppliers shall be through the Contractor. Communications by
and with other Contractors shall be through Airport Facilities Manager.
4.6.8 Airport Facilities Manager will review and certify all Applications for Payment by the
Contractor, including final payment. Airport Facilities Manager will assemble each of the
Contractor's Applications for Payment with similar Applications from other Contractor into a
Project Application for Payment. After reviewing and certifying the amounts due the Contractors,
the Project Application for Payment, along with the applicable Contractors' Applications for
Payment, will be processed by Airport Facilities Manager.
4.6.9 Based on Airport Facilities Manager's observations and evaluations of Contractors'
Applications for Payment, Airport Facilities Manager will certify the amounts due the Contractors
and will issue a Project Approval for Payment.
4.6.10 Airport Facilities Manager 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 Airport Facilities Manager. Subject to review, Airport
Facilities Manager will have the authority to reject Work which does not conform to the Contract
Documents. Whenever Airport Facilities Manager considers it necessary or advisable for
implementation of the intent of the Contract Documents, Airport Facilities Manager 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 Airport Facilities Manager 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,
Airport Facilities Manager authority to act under this Subparagraph 4.6.10 nor a decision made
by him in good faith either to exercise or not to exercise such authority shall give rise to a duty or
responsibility of the Airport Facilities Manager to the Contractor, Subcontractors, material and
equipment suppliers, their agents or employees, or other persons performing any of the Work.
4.6.11 Airport Facilities Manager will receive from the Contractor and review and approve all
Shop Drawings, Product Data and Samples, coordinate them with information received from other
Contractors, and review those recommended for approval. Airport Facilities Manager 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.
GENERAL CONDITIONS 01740 -Page 23 of 45
4.6.12 Airport Facilities Manager 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. Airport Facilities Manager 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, while allowing sufficient time
to permit adequate review. Review of such submittals is not conducted for the purpose of
determining the accuracy and completeness of other details such as dimensions and quantities,
or for substantiating instructions for installation or performance of equipment or systems, all of
which remain the responsibility of the Contractor as Contractor as required by the Contract
Documents. Airport Facilities Manager review of the Contractor's submittals shall not relieve the
Contractor of the obligations under Paragraphs 3.3, 3.5 and 3.12. Airport Facilities Manager's
review shall not constitute approval of safety precautions or, unless otherwise specifically stated
by Airport Facilities Manager, of any construction means, methods, techniques, sequences or
procedures. Airport Facilities Manager's approval of a specific item shall not indicate approval of
an assembly of which the item is a component.
4.6.13 Airport Facilities Manager will prepare Change Orders and Construction Change
Directives.
4.6.14 Following consultation with the Owner, Airport Facilities Manager 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 Airport Facilities Manager in conducting inspections to
determine the dates of Substantial completion and final completion, and will receive and forward
to Airport Facilities Manager written warranties and related documents required by the Contract
and assembled by the Contractor. Airport Facilities Manager will review and approve a final
Project Application for Payment upon compliance with the requirements of the Contract
Documents.
4.6.17 Airport Facilities Manager will provide one or more project representatives to assist in
carrying out his responsibilities at the site. The duties, responsibilities and limitations of authority
of such project representatives shall be as set forth in an exhibit to be incorporated in the Contract
Documents.
4.6.18 Airport Facilities Manager will interpret and decide matters concerning performance under
and requirements of the Contract Documents on written request of the Owner or Contractor.
Airport Facilities Manager'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 Airport Facilities Manager shall be furnished in compliance with this
Paragraph 4.6, then delay shall not be recognized on account of failure by Airport Facilities
Manager to furnish such interpretations until 15 days after written request is made for them.
4.6.19 Interpretations and decisions of Airport Facilities Manager 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, Airport Facilities Manager 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 Airport Facilities Manager'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
GENERAL CONDITIONS 01740 -Page 24 of 45
4.7.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter
of right, adjustment or interpretation of Contract terms, payment of money, extension of time or
other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes
and matters in question between the Owner and Contractor arising out of or relating to the
Contract. Claims must be made by written notice. The responsibility to substantiate Claims shall
rest with the party making the claim.
4.7.2 Meet and Confer. The Contractor and Airport Facilities Manager 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, 16th 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.
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. Airport
Facilities Manager 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 Airport Facilities Manager, (2)
a written order for a minor change in the Work issued by Airport Facilities Manager, (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.
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GENERAL CONDITIONS 01740 -Page 25 of 45
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.
5.0 SUBCONTRACTORS
5.1 Definitions
5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to
perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the
Contract Documents as if singular in number and means a Subcontractor or an authorized
representative of the Subcontractor. The term "Subcontractor" does not include other Contractors
or subcontractors of other Contractors.
5.1.2 A Sub - subcontractor is a person or entity who has a direct or indirect contract with a
Subcontractor to perform a portion of the Work at the site. The term "Sub- subcontractor" is
referred to throughout the Contract Documents as if singular in number and means a Sub -
subcontractor or an authorized representative of the Sub - subcontractor.
5.2 Award of Subcontracts and Other Contracts for Portions of the Work
5.2.1 Unless otherwise stated in the Contract Documents the Contractor, as soon as practicable
after award of the Contract, shall furnish in writing to Project Management for review by the Owner
and Airport Facilities Manager 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. Airport Facilities Manager will promptly reply to the Contractor in writing stating whether or
not the Owner or Airport Facilities Manager, after due investigation, has reasonable objection to
any such proposed person or entity. Failure of Airport Facilities Manager to reply promptly shall
constitute notice of no reasonable objection.
5.2.2 The Contractor shall not contract with a proposed person or entity to which the Owner or
Airport Facilities Manager has made reasonable and timely objection. The Contractor shall not
be required to contract with anyone to whom the Owner or Airport Facilities Manager has made
reasonable objection.
5.2.3 If the Owner or Airport Facilities Manager refuses to accept any person or entity on a list
submitted by the Contractor in response to the requirements of the Contract Documents, the
Contractor shall submit an acceptable substitute; however, no increase in the Contract Sum shall
be allowed for any such substitution.
5.2.4 The Contractor shall not change a Subcontractor, person or entity previously selected if
the Owner or Airport Facilities Manager makes reasonable objection to such change.
GENERAL CONDITIONS 01740 -Page 26 of 45
5.3 Subcontractual Relations
5.3.1 By appropriate written agreement, the Contractor shall require each Subcontractor, to the
extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms
of the Contract Documents, and to assume toward the Contractor all the obligations and
responsibilities which the Contractor, by these Documents, assumes toward the Owner or Project
Management. Each subcontract agreement shall preserve and protect the rights of the Owner or
Project Management under the Contract Documents with respect to the Work to be performed by
the Subcontractor so that subcontracting thereof will not prejudice such rights. When appropriate,
the Contractor shall require each Subcontractor to enter into similar agreements with Sub -
subcontractors. The Contractor shall make available to each proposed Subcontractor, copies of
the Contract Documents which the Subcontractor will be bound, and, upon written request of the
Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract
agreement which may be at variance with the Contract Documents. Subcontractors shall similarly
make copies of applicable portions of such documents available to their respective proposed Sub -
subcontractors.
5.4 Contingent Assignment of Subcontracts
5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the
Owner provided that:
.1 assignment is effective only after termination of the Contract by the Owner for cause
pursuant to Paragraph 14.2 and only for those subcontract agreements which the Owner accepts
by notifying the Subcontractor in writing; and
.2 assignment is subject to the prior rights of the surety, if any, obligated under public
construction bond covering the Contract.
i. If the work has been suspended for more than 30 days, the Subcontractor's
compensation shall be equitably adjusted.
6.0 CONSTRUCTION BY OWNER OR BY OTHER CONTRACTORS
6.1 Owner's Right to Perform Construction with Own Forces and to Award Other
Contracts
6.1.1 The Owner reserves the right to perform construction or operations released to the Project
with the Owner's own forces, which include persons or entities under separate contracts not
administered by Project Management. The Owner further reserves the right to award other
contracts in connection with other portions of the Project or other construction or 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
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GENERAL CONDITIONS 01740 -Page 27 of 45
6.2.1 The Contractor shall afford the Owner's own forces, Project Management and other
contractors reasonable opportunity for introduction and storage of their materials and equipment
and performance of their activities, and shall connect and coordinate the Contractor's construction
and operations with theirs as required by the Contract Documents.
6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction
or operations by the Owner's own forces or other contractors, the Contractor shall, prior to
proceeding with that portion of the Work, promptly report to Project Management any apparent
discrepancies or defects in such other construction that would render it unsuitable for such proper
execution and results. Failure of the Contractor so to report shall constitute an acknowledgment
that the Owner's own forces or other contractors' completed or partially completed construction
is fit and proper to receive the Contractor's Work, except as to defects not then reasonably
discoverable.
6.2.3 Costs caused by delays or by improperly timed activities or defective construction shall be
borne by the Contractor. The Contractor's sole remedy as against the Owner for costs caused
by delays or improperly timed activities or defective construction shall be an extension of time.
6.2.4 The Contractor shall promptly remedy damage wrongfully caused by the Contractor to
completed or partially completed construction or to property of the Owner or other contractors as
provided in Subparagraph 10.2.5.
6.2.5 Claims and other disputes and matters in question between the Contractor and other
contractors shall be subject to the provisions of Paragraph 4.7 provided the other contractors
have reciprocal obligations.
6.2.6 The Owner and other contractors shall have the same responsibilities for cutting and
patching as are described for the Contractor in Paragraph 3.14.
6.2.7 Should the Contractor contend that he is entitled to an extension of time for completion of
any portion or portions of the work, he shall, within (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 determines to be just.
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GENERAL CONDITIONS 01740 -Page 28 of 45
7.0 CHANGES IN THE WORK
7.1 Changes
7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without
invalidating the Contract, by Change Order, Construction Change Directive or order for a minor
change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract
Documents.
7.1.2 A Change Order shall be based upon agreement among the Owner and Contractor; a
Construction Change Directive is issued by the Owner 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 Director of Airports.
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 the Airport Facilities Manager and
signed by the Owner, the Director of Airports and Contractor stating their agreement upon all of
the following:
.1 a change in the Work;
.2 the amount of the adjustment in the Contract Sum, if any; and
.3 the extent of the adjustment in the Contract Time, if any.
7.2.2 The cost or credit to the Owner resulting from a change in the Work shall be determined
in one or more of the following methods:
.1 mutual acceptance of lump sum properly itemized and supported by sufficient
substantiating data to permit evaluation and payment, and approved by the appropriate authority
in writing;
.2 unit prices stated in the Contract Documents or subsequently agreed upon, and
approved by the appropriate authority in writing;
.3 cost to be determined in a manner agreed upon by the parties and a mutually
acceptable fixed or percentage fee;
.4 or by method provided in subparagraph 7.2.3.
7.2.3 If none of the methods set forth in Clauses 7.2.1 or 7.2.2 is agreed upon, the Contractor,
provided a written order signed by the Owner or the Director of Airports 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. The daily force account forms shall identify
Contractor and /or Subcontractor personnel by name, total hours for each man, each piece of
GENERAL CONDITIONS 01740 -Page 29 of 45
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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 the Airport Facilities
Manager no later than the close of business on the day the Work is performed to verify the items
and hours listed. Extended pricing of these forms shall be submitted to the Airport Facilities
Manager with all supporting documentation required by the Airport Facilities Manager for inclusion
into a change order. Unless otherwise provided in the Contract Documents, cost shall be limited
to the following: cost of materials, including sales tax and cost of delivery; cost of labor, including
social security, old age and unemployment insurance, and fringe benefits required by agreement
or custom; works' or workmen's compensation insurance; and the rental value of equipment and
machinery. Markups for overhead and profit will be in accordance with subparagraph 7.2.4.
Pending final determination of cost, payments on account shall be made as determined by the
Airport Facilities Manager. 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 the Airport Facilities Manager. 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
( %);
Z
.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
( %);
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 the Airport Facilities Manager, an
itemized breakdown of the quantities and prices used in computing the value of any change that
might be ordered. Any additional supporting documentation requested by the Airport Facilities
Manager such as certified quotations or invoices shall be provided by the Contractor to the Airport
Facilities Manager at no additional cost to the Owner.
7.2.6 If the Contractor claims that any instructions given to him by the Airport Facilities Manager,
by drawings or otherwise, involve extra Work not covered by the Contract, he shall give the Airport
Facilities Manager written notice thereof within five (5) days after the receipt of such instructions
GENERAL CONDITIONS 01740 -Page 30 of 45
and before proceeding to execute the work, except in emergencies endangering life or property,
in which case the Contractor shall proceed in accordance with Paragraph 10.3.
.1 The written notice to the Airport Facilities Manager 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.
7.3 Authority
7.3.1 The Director of Airports will have authority to order minor changes in the Work not involving
adjustment in the Contract sum or extension of the Contract Time and not inconsistent with the _
intent of the Contract Documents. Such changes shall be effected by written order issued through
the Airport Facilities Manager and shall be binding on the Owner and Contractor. The Contractor
shall carry out such written order promptly.
8.0 TIME
8.1 Definitions
8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized
adjustments, allotted in the Contract Documents for Substantial Completion of the Work.
8.1.2 The date of commencement of the Work is the date established in the Agreement. The
date shall not be postponed by the failure to act of the Contractor or of persons or entities for
which the Contractor is responsible.
8.1.3 The date of Substantial Completion is the date certified by the Airport Facilities Manager
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 /Airport Facilities Manager shall be the final judge as to whether Substantial
Completion has been achieved and certifies the date to the Contractor.
8.2 Progress and Completion
8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By
executing the Agreement the Contractor confirms that the Contract Time is a reasonable period
for performing the Work.
8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in
writing, prematurely commence operations on the site or elsewhere prior to the effective date of
insurance required by Article 11 to be furnished by the Contractor. The date of commencement
of the Work shall not be changed by the effective date of such insurance.
GENERAL CONDITIONS 01740 -Page 31 of 45
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 or the Airport Facilities Manager, or by any employee of Owner, 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,
the Airport Facilities Manager, or by any other cause which the Airport Facilities Manager
determines may justify the delay, then the Contract Time shall be extended by no cost Change
Order for such reasonable time as the Airport Facilities Manager may determine, in accordance
with subparagraph 6.2.7.
8.3.2 Any claim for extension of time shall be made in writing to the Airport Facilities Manager
not more than Seventy -two (72) hours after the commencement of the delay in accordance with
paragraph 6.2.7; otherwise it shall be waived. Any claim for extension of time shall state the
cause of the delay and the number of days of extension requested. If the cause of the delay is
continuing, only one claim is necessary, but the Contractor shall report the termination of the
cause for the delay within seventy -two (72) hours after such termination in accordance with
paragraph 6.2.7; otherwise, any claim for extension of time based upon that cause shall be
waived.
8.3.3 No claim for an increase in the Contract Sum for either acceleration or delay will be allowed
for extensions of time pursuant to this Paragraph 8.3 or for other changes in the Construction
Schedules.
8.3.4 If the Project is delayed as a result of the Contractor's refusal or failure to begin the Work
on the date of commencement as defined in Paragraph 8.1.2, or his refusal or failure to carry the
Work forward expeditiously with adequate forces, the Contractor causing the delay shall be liable
for, but not limited to, delay claims from other Contractors which are affected.
9.0 PAYMENTS AND COMPLETION
9.1 Contract Sum
9.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments, is
the total amount payable by the Owner to the Contractor for performance of the Work under the
Contract Documents.
9.2 Schedule of Values
9.2.1 Before submittal of the first Application for Payment, the Contractor shall submit to the
Airport Facilities Manager, a schedule of values allocated to various portions of the Work,
prepared in such form and supported by such data to substantiate its accuracy as the Airport
Facilities Manager may require. This schedule, unless objected to by the Airport Facilities
Manager, shall be used as a basis for reviewing the Contractor's Applications for Payment.
9.3 Applications for Payment
GENERAL CONDITIONS 01740 -Page 32 of 45
9.3.1 At least fifteen days before the date established for each progress payment, the Contractor
shall submit to the Airport Facilities Manager an itemized Application for Payment for Work
completed in accordance with the schedule of values. Such application shall be notarized and
supported by such data substantiating the Contractor's right to payment as the Owner or the
Airport Facilities Manager 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 Airport Facilities Manager will assemble a Project Application for Payment by
combining the Contractor's applications with similar applications for progress payments from other
Contractors and certify the amounts due on such applications.
9.4.2 After the Airport Facilities Manager's receipt of the Project Application for Payment, the
Airport Facilities Manager will either approve the Application for Payment, with a copy to the
Contractor, for such amount as Project Management determine is properly due, or notify the
Contractor in writing of the Airport Facilities Manager's reasons for withholding approval in whole
or in part as provided in Subparagraph 9.5.1.
9.4.3 The issuance of a separate Approval for Payment will constitute representations made by
the Airport Facilities Manager to the Owner, based on their individual observations at the site and
GENERAL CONDITIONS 01740 -Page 33 of 45
the data comprising the Application for Payment submitted by the Contractor, that the Work has
progressed to the point indicated and that, to the best of the Airport Facilities Manager's
knowledge, information and belief, quality of the Work is in accordance with the Contract
Documents. The foregoing representations are subject to an evaluation of the Work for
conformance with the Contract Documents upon Substantial Completion, to results of subsequent
tests and inspections, to minor deviations from the Contract Documents correctable prior to
completion and to specific qualifications expressed by the Airport Facilities Manager. 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 the Airport Facilities Manager 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 The Airport Facilities Manager may decline to approve an Application for Payment if, in
his opinion, the application is not adequately supported. If the Contractor and the Airport Facilities
Manager cannot agree on a revised amount, the Airport Facilities Manager shall process the
Application for the amount it deems appropriate. The Airport Facilities Manager 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 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.
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 the Airport Facilities Manager has issued an Approval for Payment, the Owner shall
make payment in the manner and within the time provided in the Contract Documents, and shall
so notify the Airport Facilities Manager. From the total of the amount determined to be payable
on a progress payment, a retainage in accordance with the Florida Local Government Prompt
Payment Act, Chapter 218, Florida Statutes will be deducted and retained by the Owner until the
final payment is made. The balance of the amount payable, less all previous payments, shall be
approved for payment.
GENERAL CONDITIONS 01740 -Page 34 of 45
.1 It is understood and agreed that the Contractor shall not be entitled to demand or
receive progress payment based on quantities of Work in excess of those provided in the proposal
or covered by approved change orders, except when such excess quantities have been
determined by the Airport Facilities Manager to be a part of the final quantity for the item of Work
in question.
.2 No progress payment shall bind the Owner to the acceptance of any materials or Work
in place, as to quality or quantity. All progress payments are subject to correction at the time of
final payments.
9.6.2 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the
Owner, out of the amount paid to the Contractor on account of such Subcontractor's portion of
the Work, the amount to which said Subcontractor is entitled, reflecting percentages actually
retained from payments to the Contractor on account of such Subcontractor's portion of the Work.
The Contractor shall, by appropriate agreement with each Subcontractor, require each
Subcontractor to make payments to Sub - subcontractors in similar manner.
9.6.3 The Airport Facilities Manager will, on request, furnish to a Subcontractor, if practicable,
information regarding percentages of completion or amounts applied for by the Contractor and
action taken thereon by the Owner and the Airport Facilities Manager on account of portions of
the Work done by such Subcontractor.
9.6.4 Neither the Owner nor the Airport Facilities Manager 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 to require the
fulfillment of all the terms of the Contract.
9.6.8 Except in case of bona fide disputes, or where the Contractor has some other justifiable
reason for delay, the Contractor shall pay for all transportation and utility services not later than
the end of the calendar month following that in which services are rendered and for all materials,
tools, and other expendable equipment which are delivered at the site of the Project. The
Contractor shall pay to each of his Subcontractors, not later than the end of the calendar month
in which each payment is made to the Contractor, the representative amount allowed the
Contractor on account of the Work performed by the Subcontractor. The Contractor shall, by an
appropriate agreement with each Subcontractor, also require each Subcontractor to make
payments to his suppliers and Sub - subcontractors in a similar manner.
9.8 Substantial Completion
9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or
designated portion thereof is sufficiently complete in accordance with the Contract Documents so
the Owner can occupy or utilize the Work for its intended use.
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GENERAL CONDITIONS 01740 -Page 35 of 45
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 the Airport Facilities Manager
shall jointly prepare a comprehensive list of items to be completed or corrected. The Contractor
shall proceed promptly to complete and correct items on the list. Failure to include an item on
such list does not alter the responsibility of the Contractor to complete all Work in accordance
with the Contract Documents. Upon receipt of the list, the Airport Facilities Manager 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
Airport Facilities Manager. The Contractor shall then submit a request for another inspection by
the Airport Facilities Manager, to determine Substantial Completion. When the Work or
designated portion thereof is substantially complete, the Airport Facilities Manager will prepare a
Certificate of Substantial Completion, shall establish responsibilities of the Owner and Contractor
for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time
within which the Contractor shall finish all items on the list accompanying the Certificate.
Warranties required by the Contract Documents shall commence on the date of Substantial
Completion of the Work or designated portion thereof unless otherwise provided in the Certificate
of Substantial Completion. The Certificate of Substantial Completion shall be submitted to the _
Owner and Contractor for their written acceptance of responsibilities assigned to them in such
Certificate.
9.8.3 Upon Substantial Completion of the Work or designated portion thereof and upon
application by the Contractor and certification by the Airport Facilities Manager, 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 the Airport Facilities Manager shall
jointly prepare a list as provided under Subparagraph 9.8.2. Consent of the Contractor to partial
occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work
shall be determined by written agreement between the Owner and Contractor or, if no agreement
is reached, by decision of the Airport Facilities Manager.
9.9.2 Immediately prior to such partial occupancy or use, the Airport Facilities Manager and
Contractor shall jointly inspect the area to be occupied or portion of the Work to be used in order
to determine and record the condition of the Work.
9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the
Work shall not constitute acceptance of Work not complying with the requirements of the Contract
Documents.
GENERAL CONDITIONS 01740 -Page 36 of 45
9.10 Final Completion and Final Payment
9.10.1 Upon completion of the Work, the Contractor shall forward to the Airport Facilities Manager
a written Notice that the Work is ready for final inspection and acceptance and shall also forward
to the Airport Facilities Manager a final Contractor's Application for Payment. Upon receipt, the
Airport Facilities Manager will promptly make such inspection. When the Airport Facilities
Manager, finds the Work acceptable under the Contract Documents and the Contract fully
performed, the Airport Facilities Manager 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. The Airport Facilities Manager'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 Airport Facilities Manager (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. The following documents ( samples
included in section 1027 are required for Final Payment: _
(1) Application and Certificate for Payment
(2) Continuation Sheet
(3) Certificate of Substantial Completion
(4) Contractor's Affidavit of Debts and Claims
(5) Contractor's Affidavit of Release of Liens
(6) Final Release of Lien
(7) Contractor shall provide two (2) hard copies in tabulated divided binders and
one (1) saved electronically tabbed and indexed in Adobe Acrobat file (.PDF)
format delivered on a downloadable CD /DVD of all the following but not limited to:
A .Project Record Documents (As Built Documents).
B. Operating and maintenance data, instructions to the Owner's personnel.
C. Warranties, bond and guarantees.
D. Keys and keying schedule.
E. Spare parts and maintenance materials.
GENERAL CONDITIONS 01740 -Page 37 of 45
F. Electronic copies of approved submittals
G. Evidence of payment and final release of liens and consent of surety to final release
(includes final release from all utilities and utility companies).
9.10.3 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall
constitute a waiver of claims by that payee except those previously made in writing and identified
by that payee as unsettled at the time of final Application for Payment. Such waivers shall be in
addition to the waiver described Subparagraph 4.7.5.
9.11 Payment of Subcontractors
9.11.1 Any requirement of this Article 9 that the Contractor furnish proof to the Owner or the
Airport Facilities Manager 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. The Contractor must insert this paragraph 9.11 in all its
contracts with subcontractors and materialmen.
10.0 PROTECTION OF PERSONS AND PROPERTY
10.1 Safety Precautions and Programs
10.1.1 The Contractor shall be responsible for initiating, maintaining and supervising all safety
precautions and programs in connection with the performance of the Contract. The Contractor
shall submit the Contractor's safety program to the Airport Facilities Manager for review, approval
and coordination with the safety programs of other Contractors.
10.1.2 In the event the Contractor encounters on the site material reasonably believed to be
asbestos or polychlorinated biphenyl (PCB) which has not been rendered harmless, the
Contractor shall immediately stop Work in the area affected and report the condition to the Owner
and the Airport Facilities Manager in writing. The Work in the affected area shall not thereafter
be resumed except by written agreement of the Owner and Contractor if in fact the material is
asbestos or polychlorinated biphenyl (PCB) and has not been rendered harmless. The Work in
the affected area shall be resumed in the absence of asbestos or polychlorinated biphenyl (PCB),
or when it has been rendered harmless, by written agreement of the Owner and Contractor.
10.1.3 The Contractor shall not be required pursuant to Article 7 to perform without consent any
Work relating to asbestos or polychlorinated biphenyl (PCB).
10. 1.5 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death
to persons resulting from a material or substance encountered on the site by the Contractor, the
Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and
report the condition to Project Management in writing. The Owner, Contractor and the Airport
Facilities Manager 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 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 will promptly reply to the
Owner in writing stating whether or not any of them has reasonable objection to the persons or
GENERAL CONDITIONS 01740 -Page 38 of 45
entities proposed by the Owner. If the Contractor has an objection to a person or entity proposed
by the Owner, the Owner shall propose another to whom the Contractor has no reasonable
objection.
10.2 Safety of Persons and Property
10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide
reasonable protection to prevent damage, injury or loss to:
1 employees on the Work and other persons who may be affected thereby;
.2 the Work and materials and equipment to be incorporated therein, whether in storage
on or off the site, under care, custody or control of the Contractor or the Contractor's
Subcontractors or Sub - subcontractors;
.3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks,
pavements, roadways, structures and utilities not designated for removal, relocation or
replacement in the course of construction; and
.4 construction or operations by the Owner or other Contractors.
10.2.2 The Contractor shall give notices and comply with applicable laws, ordinances, rules,
regulations and lawful orders of public authorities bearing on safety of persons or property or their
protection from damage, injury or loss.
10.2.3 The Contractor shall erect and maintain, as required by existing conditions and
performance of the Contract, reasonable safeguards for safety and protection, including posting
danger signs and other warnings against hazards, promulgating safety regulations and notifying
owners and users of adjacent sites and utilities.
10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual
methods are necessary for execution of the Work, the Contractor shall exercise utmost care and
carry on such activities under supervision of properly qualified personnel.
10.2.5 The Contractor shall promptly remedy damage and loss to property referred to in Clauses
10.2.1.2, 10.2.1.3, 10.2.1.4 caused in whole or in part by the Contractor, a Subcontractor, a Sub -
subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose
acts they may be liable and for which the Contractor is responsible under Clauses 10.2.1.2,
10.2.1.3 and 10.2.1.4, except damage or loss attributable to acts or omissions of the Owner,
Project Management or Architect or anyone directly or indirectly employed by any of them, or by
anyone for whose acts any of them may be liable, and not attributable to the fault or negligence
of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's
obligations under Paragraph 3.18.
10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at
the site whose duty shall be the prevention of accidents. This person shall be the Contractor's
superintendent unless otherwise designated by the Contractor in writing to the Owner or Project
Management.
10.2.7 The Contractor shall not load or permit any part of the construction or site to be loaded so
as to endanger its safety.
10.3 Emergencies
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GENERAL CONDITIONS 01740 -Page 39 of 45
10.3.1 In an emergency affecting safety of persons or property, the Contractor shall act, at the
Contractor's discretion, to prevent threatened damage, injury or loss. Additional compensation
or extension of time claimed by the Contractor on account of an emergency shall be determined
as provided in Paragraph 4.7 and Article 7.
10.4 Site Specific Safety Plan
See Section 00970 for minimum requirements of job site safety plan.
11.0 INSURANCE AND BONDS
11.1.1 Prior to commencement of Work governed by this contract (including the pre- staging of
personnel and material), the Contractor shall obtain, at its own expense, insurance as specified
in the schedule set forth in Exhibit B which are made part of this Agreement. The Contractor will
ensure that the insurance obtained will extend protection to all subcontractors engaged by the ®,
Contractor. As an alternative the Contractor may require all subcontractors to obtain insurance
consistent with the attached schedules. _
11.1.2 The Contractor will not be permitted to commence Work governed by the Agreement _
(including pre- staging of personnel and material) until satisfactory evidence of the required
insurance has been furnished to the County as specified below. Delays in the commencement of
Work resulting from the failure of the Contractor to provide satisfactory evidence of the required
insurance shall not extend deadlines specified in this Agreement and any penalties and failure to
perform assessments shall be imposed as if the Work commenced on the specified date and time,
except for the Contractor's failure to provide satisfactory evidence of insurance.
11.1.3 The Contractor shall maintain the required insurance throughout the entire term of this
contract and any extensions specified in any attached schedules. Failure to comply with this
provision may result in the immediate suspension of all Work until the required insurance has
been reinstated or replaced. Delays in the completion of Work resulting from the failure of the
Contractor to maintain the required insurance shall not extend deadlines specified in this
Agreement and any penalties and failure to perform assessments shall be imposed as if the Work
commenced on the specified date and time, except for the Contractor's failure to provide
satisfactory evidence of insurance.
11.1.4 The Contractor shall provide, to the County in care of the Airport Facilities Manager 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.
GENERAL CONDITIONS 01740 -Page 40 of 45
11. 1.6 All insurance policies must specify that they are not subject to cancellation, nonrenewal,
material change, or reduction in coverage unless a minimum of thirty (30) days prior notification
is given to the County by the insurer.
11. 1.7 The acceptance and /or approval of the Contractor's insurance shall not be construed as
relieving the Contractor from any liability or obligation assumed under this contract or imposed by
law.
11.1.8 The Monroe County Board of County Commissioners, its employees and officials will be
included as "Additional Insured" on all policies, except for Worker's Compensation.
11.1.9 In addition, the County will be named as an additional insured and loss payee on all
policies covering County -owned property.
11.1.10 Any deviations from these General Insurance Requirements must be requested in writing
on the County prepared form entitled "Request for Waiver of Insurance Requirements" and
approved by the Monroe County's Risk Manager.
11.2 Builder's Risk Insurance: Not Required
11.3 Public Construction Bond
11.3.1 A Public Construction Bond in the amount of the cost of construction is not a requirement
of this Contract.
12.0 UNCOVERING AND CORRECTION OF WORK
12.1 Uncovering of Work
12.1.1 If a portion of the Work is covered contrary to the Airport Facilities Manager's request or
to requirements specifically expressed in the Contract Documents, it must, if required in writing
by the Airport Facilities Manager, 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 the Airport Facilities Manager has not
specifically requested to observe prior to its being covered, the Airport Facilities Manager may
request to see such Work and it shall be uncovered by the Contractor, if such Work is in
accordance with the Contract Documents, costs of uncovering and replacement shall, by
appropriate Change Order, be charged to the Owner, if such Work is not in accordance with the
Contract Documents, the Contractor shall pay such costs unless the condition was caused by the
Owner or one of the other Contractors in which event the Owner shall be responsible for payment
of such costs.
12.2 Correction of Work
12.2.1 The Contractor shall promptly correct Work rejected by the Airport Facilities Manager or
failing to conform to the requirements of the Contract Documents, whether observed before or
after Substantial Completion and whether or not fabricated, installed or completed. The
Contractor shall bear costs of correcting such rejected Work, including additional testing and
inspections and compensation for the Airport Facilities Manager's services and expenses made
necessary thereby.
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GENERAL CONDITIONS 01740 -Page 41 of 45
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
Airport Facilities Manager, the Owner may remove it and store the salvageable materials or
equipment at the Contractor's expense. If the Contractor does not pay costs of such removal and
storage within ten days after written notice, the Owner may upon ten additional days' written notice
sell such materials and equipment at auction or at private sale and shall account for the proceeds
thereof, after deducting costs and damages that should have been borne by the Contractor,
including compensation for the Airport Facilities Manager'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.
13.0 MISCELLANEOUS PROVISIONS
13.1 Governing Law
GENERAL CONDITIONS 01740 -Page 42 of 45
13.1.1 The contract shall be governed by the laws of the State of Florida. Venue for any claims
or disputes arising under this contract shall be in the Circuit Court of the 16th Judicial Circuit of
the State of Florida.
13.2 Successors and Assigns
13.2.1 The Owner or Project Management (as the case may be) and the Contractor each binds
himself, his partners, successors, assigns, and legal representatives of such other party in respect
to all covenants, agreements, and obligations contained in the Contract Documents. Neither party
to the Contract shall assign the Contract or sublet it as a whole without the written consent of the
other.
13.2.2 The Contractor shall not assign any monies due or to become due under this Contract
without prior written consent of the Owner or Project Management.
13.3 Written Notice
13.3.1 Any written notices or correspondence given pursuant to this contract shall be sent by
United States Mail, certified, return receipt requested, or by courier with proof of delivery. Notice
shall be sent to the following persons:
For Contractor: Sub -Zero Inc.
6003 Peninsula Ave
Key West, Florida 33040
For Owner: Director of Airports
3491 South Roosevelt Blvd
Key West, Florida 33040
13.4 Rights and Remedies
13.4.1 Duties and obligations imposed by the
available thereunder shall be in addition to and
remedies otherwise imposed or available by law.
County Attorney's Office
1111 12th St., suite 408
Key West Florida 33040
Contract Documents and rights and remedies
not a limitation of duties, obligations, rights and
13.4.2 No action or failure to act by the Owner, the Airport Facilities Manager or Contractor shall
constitute a waiver of a right or duty afforded them under the contract, nor shall such action or
failure to act constitute approval of or acquiescence in a breach thereunder, except as may be
specifically agreed in writing.
13.5 Tests and Inspections
13.5.1 Tests, inspections and approvals of portions of the Work required by the Contract
Documents or by laws, ordinances, rules, regulations or orders of public authorities having
jurisdiction shall be made at an appropriate time. Unless otherwise provided, the Contractor shall
make arrangements for such tests, inspections and approvals with an independent testing
laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall
bear all related costs of tests, inspections and approvals. The Contractor shall give the Airport
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GENERAL CONDITIONS 01740 -Page 43 of 45
Facilities Manager timely notice of when and where tests and inspections are to be made so
Project Management may observe such procedures. The Owner shall bear costs of test,
inspections or approvals which do not become requirements until after bids are received or
negotiations concluded.
13.5.2 If the Airport Facilities Manager, Owner or public authorities having jurisdiction determine
that portions of the Work require additional testing, inspection or approval not included under
Subparagraph 13.5.1, the Airport Facilities Manager will, upon written authorization from the
Owner, instruct the Contractor to make arrangements for such additional testing, inspection or
approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the
Airport Facilities Manager of when and where tests and inspections are to be made so Project
Management may observe such procedures. The Owner shall bear such costs except as
provided in Subparagraph 13.5.3.
13.5.3 If such procedures for testing, inspection or approval under Subparagraphs 13.5.1 and
13.5.2 reveal failure of the portions of the Work to comply with requirements established by the
Contract Documents, the Contractor shall bear all costs made necessary by such failure including
those of repeated procedures and compensation for the Airport Facilities Manager's services and
expenses.
13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by
the Contract Documents, be secured by the Contractor and promptly delivered to the Airport
Facilities Manager.
13.5.5 If the Airport Facilities Manager is to observe tests, inspections or approvals required by
the Contract Documents, the Airport Facilities Manager will do so promptly and, where
practicable, at the normal place of testing.
13.5.6 Test or inspections conducted pursuant to the Contract Documents shall be made
promptly to avoid unreasonable delay in the Work.
13.7 Commencement of Statutory Limitation Period
13.7.1 The statute of limitations applicable to this contact are as provided in Section 95.11 (3)
(C), Florida Statutes.
14.0 TERMINATION OR SUSPENSION OF THE CONTRACT
14.1 Termination by the Owner for Cause
14.1.1 The Owner may terminate the Contract if the Contractor:
.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.
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GENERAL CONDITIONS 01740 -Page 44 of 45
14.1.2 When any of the above reasons exist, the Owner, after consultation with Project
Management, and upon certification by Project Management that sufficient cause exists to justify
such action, may without prejudice to any other rights or remedies of the Owner and after giving
the Contractor and the Contractor's surety, if any, 72 hours written notice, terminate employment
of the Contractor and may, subject to any prior rights of the surety:
.1 take possession of the site and of all materials, equipment, tools, and construction
equipment and machinery thereon owned by the Contractor;
2 accept assignment of subcontracts pursuant to Paragraph 5.4; and
.3 finish the Work by whatever reasonable method the Owner may deem expedient.
14.1.3 When the Owner terminates the Contract for one of the reasons stated in Subparagraph
14.1.1, the Contractor shall not be entitled to receive further payment until the Work is finished.
14.2 Suspension or Termination by the Owner for Convenience
14.2.1 The Owner may, without cause, order the Contractor in writing to terminate, suspend,
delay or interrupt the Work in whole or in part for such period of time as the Owner may determine.
14.2.2 In the event of Termination the Owner shall pay for work completed to date of Termination.
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GENERAL CONDITIONS 01740 -Page 46 of 45
E HI BI ry e=
INDUSTRIAL SERVICE
July 27, 2018
TO: Chris Hawks, Key West International Airport
FROM: Todd Oropeza, Sub Zero, Inc
RE: Proposal - Chiller Replacement #1
Chiller Replacement: We oropose to provide One Daikin AGZ Air cooled Chiller:
-Log out / Tag out one (1) existing chiller
-Drain water from CHW piping
- Disconnect one (1) existing McQuay chiller from chilled water piping
- Remove existing, provide and install six (6) new 6" isolation butterfly valves
- Connect existing chiller to new isolation valves and fill system back with water
Provide and install 6" galvanize piping from new isolation valves to chiller
- Provide and install two (2) new vibrasorber on CHW supply and return lines
- Provide and install two (2) new thermometer and pressure gauges
-fill system with water
- Connect chiller to existing power (by others)
-Crane Service
-Start up chiller and verify performance
-Your Controls BMS Contractor should be on site at the moment of chiller start up
Time Frame Air Cooled Chiller has a production time of 8 -9 weeks + freight (1 to 2 weeks)
Warranty 1 year parts and labor on piping work / 1 -5 year chiller parts, labor, and refrigerant
r.
Total C ontract Pri ce: X 242,478.00
Todd Oropeza
Date:
Accepted by:
Date:
RESIDENTIAL
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EXHIBIT B
Page I of
2018 Edition
GENERAL LIABILITY INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
Prior to the commencement of work governed by this contract, the Contractor shall obtain
Commercial General Liability Insurance. Coverage will be maintained throughout the life of the
contract and include, as a minimum:
• Premises Operations
• Products and Completed Operations
• Blanket Contractual Liability
• Personal Injury Liability
The minimum limits acceptable is:
$500,000 Combined Single Limit (CSL)
An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its
provisions should include coverage for claims filed on or after the effective date of this contract.
In addition, the period for which claims may be reported should extend for a minimum of twelve
(12) months following the acceptance of work by the County.
The Monroe County Board of County Commissioners will be named as Additional Insured on all
policies issued to satisfy the above requirements.
OL
Administrative Instruction 7500.7
54
EXHIBIT
Page 2 of
2018 Edition
BUSINESS AUTOMOBILE LIABILITY INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
Recognizing that the work governed by this contract requires the use of vehicles, the Contractor,
prior to the commencement of work, shall obtain Business Automobile Liability Insurance.
Coverage will be maintained throughout the life of the contract and include, as a minimum, liability
coverage for:
Owned, Non - Owned, and Hired Vehicles
The minimum limits acceptable is:
$300,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable are:
$200,000 per Person
$300,000 per Occurrence
$200,000 Property Damage
The Monroe County Board of County Commissioners will be named as Additional Insured on all
policies issued to satisfy the above requirements.
ININ
R -,
Administrative Instruction 7500.7
81
EXHIBIT
Page 3 of
2018 Edition
WORKERS' COMPENSATION INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
Prior to the commencement of work governed by this contract, the Contractor will obtain Workers'
Compensation Insurance with Iimits sufficient to respond to applicable Workers' Compensation
state statutes and the requirements of Chapter 440, Florida Statutes.
In addition, the Contractor will obtain Employers' Liability Insurance with limits of not less
than:
$500,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease, policy limits
$500,000 Bodily Injury by Disease, each employee
Coverage will be maintained throughout the entire term of the contract.
Coverage will be provided by a company or companies authorized to transact business in the state
of Florida.
If the Contractor has been approved by the Florida's Department of Labor, as an authorized self -
insurer, the County may recognize and honor the Contractor's status. The Contractor may be
required to submit a Letter of Authorization issued by the Department of Labor and a Certificate
of Insurance, providing details on the Contractor's Excess Insurance Program.
If the Contractor participates in a self - insurance fund, a Certificate of Insurance will be required.
In addition, the Contractor may be required to submit updated financial statements from the fund
upon request from the County.
i ll ►
Administrative Instruction 7500.7
88