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1641 Sanalil Construction Sanalil Construction, Inc. Piggyback Contract The City of Sanford ( "City ") enters this "Piggyback" Contract with Sanalil Construction, Inc. (hereinafter referred to as the "Vendor "), under the terms and conditions hereinafter provided. The City and the Vendor agree as follows: 1. The Purchasing Policy for the City of Sanford allows for "piggybacking" contracts. Pursuant to this procedure, the City is allowed to piggyback an existing government contract, and there is no need to obtain formal or informal quotations, proposals or bids. The parties agree that the Vendor has entered a contract with Orange County, said contract being identified as "Agreement For Consulting Services" (Contract Number Y13- 131 -B), (said original contract being referred to as the "original government contract "). 2. The original government contract is incorporated herein by reference and is attached as Exhibit "A" to this contract. All of the terms and conditions set out in the original government contract are fully binding on the parties and said terms and conditions are incorporated herein; provided, however, it is recognized and agreed by the parties that the City will issued work orders to the Vendor from time - to -time based upon unit pricing, etc., under the original government contract with regard to the City's use of funds in an amount not to exceed $300,000.00 which funds are available to the City in its Community Development Block Grant fund and the Second Generation Sales Tax Fund. 3. Notwithstanding the requirement that the original government contract is fully binding on the parties, the parties have agreed to modify certain technical provisions of the original government contract as applied to this Contract between the Vendor and the City, as follows: a) Time Period ( "Term ") of this Contract: (state N/A if this is not applicable). N /A. • b) Insurance Requirements of this Contract: (state N/A if this is not applicable). N /A. c) Any other provisions of the original government contract that will be modified: (state N/A if this is not applicable). N /A. d) Address change for the City: Notwithstanding the address and contact information for the government entity as set out in the original government contract, the Vendor agrees that he /she /it shall send notices, invoices and shall conduct all business with the City to the attention of City Manager, at: City of Sanford, 300 North Park Avenue; Sanford, Florida 32771. The City Manager's designated representative for this Contract is Mr. Robert Beall, Project Manager, City of Sanford, 300 North Park Avenue; Sanford, Florida 32771, telephone number (407) 688 -5000 (Extension 5423) and whose e-mail address is: robert.beall @sanfordfl.gov. e) Notwithstanding anything in the original government contract to the contrary, the venue of any dispute will be in Seminole County, Florida. Litigation between the parties arising out of this Contract shall be in Seminole County, Florida in the Court of appropriate jurisdiction. The law of Florida shall control any dispute between the parties arising out of or related to this Contract, the performance thereof or any products or services delivered pursuant to such Contract. f) Notwithstanding any other provision in the original government contract to the contrary, there shall be no arbitration with respect to any dispute between the parties arising out of this Contract. Dispute resolution shall be through voluntary and non - binding mediation, negotiation or litigation in the court of appropriate jurisdiction in Seminole County, Florida, with the parties bearing the 2 costs of their own legal fees with respect to any dispute resolution, including litigation. g) All other provisions in the original government contract are fully binding on the parties and will represent the agreement between the City and the Vendor. Entered thispi 3 day of dp --` , 2013. Attest: Sanalil Construction, Inc. I � • J fi Leila Ramankhah Arman Ra - . nkhah Vice President an. Witness # 1 President Date: y/— a013 M. . h -hr Ramankhah Vice President and Witness # 2 Attest: City Of Sanford I 4 Qw Y: Jlanet Dougherty, City Clefk Jeff Triplett, .f: � �� g Date: — Approved as to form and legal sufficiency. ilia L. Colbert City 1A n ►.�oJ� c-- OJ' / MY1 3 Exhibit "A" [Attach original government contract] 4 Contract No: Y13 -131 -B BOARD OF COUNTY COMMISSIONERS ORANGE COUNTY, FLORIDA CONSTRUCTION TERM CONTRACT CONTRACT: Made between the Board of County Commissioners, Orange County, Florida (hereinafter called COUNTY), represented by the Manager of Purchasing and Contracts executing this Contract, and: Sanalil Construction, Inc. 8129 Canyon Lake Circle Orlando, FL 32835 Federal Identification Number: 84- 1689584 The CONTRACTOR shall perform all the Work required by the Contract Documents for the proper execution and completion of SIDEWALK REPAIR AND REPLACEMENT II in full accordance with the drawings and as elaborated in the specifications of Invitation for Bids No. Y13- 131-J2 (hereinafter referred to as IFB) which is made a part of this Contract as completely as if set forth herein. AMOUNT OF CONTRACT: The County shall pay the Contractor in current funds, and in accordance with the progress payment schedule as stated herein, for the performance of the work, subject to additions and deductions by Change Order as provided in the Contract Documents, the estimated amount of One Million, Four Hundred Eighty -Four Thousand, One Hundred Dollars and zero cents ($1,484,100). The minimum guaranteed contract amount for the initial contract performance period is $50,000. II ASBESTOS FREE MATERIALS: All work under this Contract will be constructed with asbestos free materials. A written, notarized statement on company letterhead is to be submitted with the executed Contract certifying this fact. All payments shall be withheld until such statement is submitted. Contractor shall agree that if materials containing asbestos are subsequently discovered at any future time to have been included in the construction done by the Contractor or any of its Subcontractors or agents and were not specified in the design or required by the Contract document, Contractor shall be liable for all costs related to the abatement of such asbestos and damages or claims against the County. III ADMINISTRATIVE DATA: Payments: Based upon invoices submitted to the Project Manager by the Contractor and Delivery Orders issued by the Project Manager, the County shall make payments against the Contract to the Contractor as provided in the Contract Documents. 1 Should the Contractor fail to complete all Work on or before the date stipulated for completion on a Delivery Order, or such later date as may result from an extension granted by the County, he shall pay and /or the County may retain from the compensation otherwise to be paid to the Contractor, as liquidated damages, the sum of $200.00 for each consecutive calendar day after the date allowed by the Delivery Order until the entire work is complete, which sum is agreed upon as a reasonable and proper measure of damages which County will sustain per diem by failure of Contractor to complete the Work within time as stipulated; it being recognized by County and Contractor that the injury to County which could result from a failure of Contractor to complete on schedule is uncertain and cannot be computed exactly. In no way shall costs for liquidated damages be construed as a penalty on the Contractor. Iv CONTRACT DOCUMENTS: This Contract entered into this date by the Board of County Commissioners hereinafter called the County, represented by the Manager of Purchasing and Contracts executing this Contract and the individual, partnership or corporation named above, hereinafter called the Contractor. Witnesseth that the parties hereto do mutually agree as follows: A. The Contractor shall fumish all labor, equipment and materials and perform the Work described for the amount specified in individual Delivery Order in strict accordance with the General Conditions, Supplementary Conditions/Special Provisions, Plans and Specifications and other Contract Documents, all of which are made a part hereof and designated as follows: 1. Orange County Invitation for Bids/Project Manual, IFB No. Y13- 131 -J2, dated October 31, 2012; (which contains the Invitation for Bids, Notice, Instruction to Bidders, Bid Form and Attachments, this Contract, required Bonds and insurance certificates, General Conditions, Supplementary Conditions /Special Provisions, and Specifications); 2. Addendum No.1, dated November 6, 2012; Addendum No.2, dated November 30, 2012; Addendum No.3 dated December 4, 2012; 3. Sanalil Construction, Inc.'s Bid Proposal dated December 11, 2012; 4. Certificates of Insurance; 5. Payment/Performance Bonds; 2 B. The order of precedence of items and documents is as follows: Construction Contract Permits Supplemental Conditions /Special Provisions General Conditions Specifications/Technical Provisions Drawings/Plans Road Design, Structures, and Traffic Operations Standards (If applicable) Florida Department of Transportation Standard Specifications for Road and Bridge Construction (If applicable) Bid Proposal Instructions to Bidders C. Contract Type: This is an indefinite quantity contract for the goods and /or services specified. The quantities of goods and /or services specified are estimates only and are not purchased by this Contract. Delivery or performance shall be only as authorized by orders in accordance with the terms of this contract. The Contractor shall fumish to the County, when and if ordered, the goods and /or services up to and including the quantity designated in the schedule as the "Total Estimated Amount" The County shall order at least the quantity designated as the "Minimum" during the initial contract performance period. The County may issue orders requiring delivery to multiple destinations or performance at multiple locations. ORDER LIMITATIONS a. Minimum Order - When the County requires goods or services covered by this contract in an amount less than $250.00, the County is not obligated to purchase, nor is the Contractor obligated to provide these goods or services under the contract. b. Maximum Order — The Contractor is not obligated to honor any order for goods or services in excess of $250.000. D. Delivery Orders shall not exceed $250,000 without the express written authority of the Manager, Purchasing and Contracts Division. E. This Contract is effective March 25, 2013 and shall remain effective through March 24, 2014. F. This Contract may be unilaterally renewed as provided in the Contract Documents, Part F, Article 26, "Option to Extend the Term of the Contract". Any amendments to this Contract must be in writing. G. This Contract may be cancelled or terminated as provided for in the Invitation for Bids. 3 H. Ordering against the Contract: 1. Unless otherwise specified in the Contract, the County will place orders by issuance of a numbered Delivery Order against this Contract. Each Delivery Order will specify the locations, description and completion time of the work. 2. The obligations of Orange County under this Contract are subject to need and availability of funds lawfully appropriated for its purpose by the Board of County Commissioners, or other specified funding source for this contract. I. Taxes: The County has the following tax exemption certificates assigned: 1. Certificate of Registry No. 59- 70 -004K for tax free transactions under Chapter 32, Internal Revenue Code; 2. Florida Sales and Use Tax Exemption Certificate No. 58 -12- 090729 -53C. J. Invoicing: 1. Invoices must be submitted, in duplicate, referencing this Contract number and the Delivery Order number to: Roads and Drainage Division 4200 S. John Young Parkway Orlando, Florida 32839 2. Invoices against this Contract are authorized only at the prices stated in your Bid response, unless otherwise provided in the Invitation for Bid. V TIME OF COMMENCEMENT AND FINAL COMPLETION: Work to be completed within period specified on individual Delivery Orders, unless amended by written Change Order executed by both parties to this Contract. VI COMPLIANCE WITH M/WBE CONTRACT REQUIREMENTS: By entering into this Contract, the Contractor affirmatively commits to comply with the MNVBE subcontracting requirements submitted with his/her bid. The failure of the Contractor to comply with this commitment during the Contract's performance period may be considered a breach of Contract. The County may take action up to and including termination for default if this condition is not remedied within the time period specified by the Manager, Purchasing and Contracts. 4 VII MISCELLANEOUS PROVISIONS: A. Terms used in this Contract which are defined in the General Conditions shall have the meanings designated in those conditions. B. No price adjustments shall be made on this contract to the bid price of any products or materials including but not limited to gasoline, diesel or other fuels, and bituminous materials, including asphalt, due to fluctuations in market prices, changes in suppliers or any other reason. C. County and Contractor each binds himself, his partners, successors, assigns and legal representatives to the other party hereto, his partners, successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract Documents. D. This Contract shall be govemed by the laws of the State of Florida. Any and all legal action necessary to enforce the provisions of this Contract will be held in litigation involvin this Contract shall be the Orange County, Venue for any 9 tY, Y 9 Ninth Circuit Court in and for Orange County, Florida. BOARD OF COUNTY COMMISSIONERS SANALIL CONSTRUCTION, UCTION, 1 , . ORANGE ■ • NTY, FLORIDA OR 10 ( I, LO' 4 A 00•00 . / i11A04 F KAle. , �,, f ny Riry-a is. , •"PS, M i•1°' t-' nager, • urchasing and Contracts Division £A /J/1e _ -i l IA.". /! DATE: �` 3 Type or Print Name (for County use only) 5 ********************************************** * * * * * * ** * ** * * * * * * * * * * * * * * * * * * ** IFB NO. Y13- 131-J2 ISSUED: October 31, 2012 INVITATION FOR BIDS TERM CONTRACT FOR SIDEWALK REPAIR AND REPLACEMENT II **************************************************************** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ** Mail or Hand Deliver ORIGINAL BID FORM & THREE (3) COMPLETE COPIES By December 4, 2012 To: BOARD OF COUNTY COMMISSIONERS ORANGE COUNTY, FLORIDA INTERNAL OPERATIONS CENTRE II PURCHASING AND CONTRACTS DIVISION 400 E. SOUTH STREET — 2 " FLOOR ORLANDO, FLORIDA 32801 Bid Opening: December 4, 2012 - 2:00 PM Internal Operations Centre II Purchasing and Contracts Division, 2 " Floor Orlando, Florida 32801 Non - Mandatory Pre -Bid Conference - November 13, 2012 - 10:00 AM Roads & Drainage Division 3rd Floor Conference Room 4200 S. John Young Parkway, Orlando, FL 32839 Interested bidders are encouraged to attend. NOTICE TO BIDDERS /OFFERORS To ensure that your Bid /proposal is responsive, you are urged to request clarification or guidance on any issues involving this solicitation before submission of your response. Your point -of- contact for this solicitation is John Schmidt at 407/836 -5647, or email John.Schmidt(d OCFL.net. ****************************************************************** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ** PART A **************************************************************** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ** Revised 6/22/04 TABLE OF CONTENTS TERM CONTRACT PART DESCRIPTION PAGE A INVITATION FOR BIDS PART A B NOTICE PART B C INSTRUCTIONS TO BIDDER 1. GENERAL C -1 2. PREPARATION AND SUBMISSION OF BIDS C -1 3. MINORITY/WOMEN OWNED BUSINESS ENTERPRISE C -3 4. BID PREFERENCE FOR SERVICE - DISABLED VETERANS (SDV) C -9 5. BID ERRORS C -9 6. DEVIATIONS C -9 7. SUBSTITUTE MATERIAL AND EQUIPMENT C -10 8. REQUESTED INFORMATION /DESCRIPTIVE LITERATURE C -10 9. AWARD OF CONTRACT /REJECTION OF BIDS C -10 10. POSTING OF RECOMMENDED AWARD C -11 11. CONTRACT DOCUMENTS C -12 12. MODIFICATION /ALTERATION OF SOLICITATION C -12 13. LAWS AND REGULATIONS C -12 14. REQUIRED DISCLOSURE C -12 15. EXECUTION OF WRITTEN CONTRACT C -13 16. LICENSING REQUIREMENTS C -13 17. SECURITY FORFEITURE C -13 18. PERFORMANCE BOND AND PAYMENT BOND C -14 19. QUALIFICATIONS OF SURETY COMPANIES C -14 20. TRENCH SAFETY ACT C -15 21. DRUG FREE WORKPLACE C -15 22. BID TABULATION AND RECOMMENDED AWARD C -15 23. INDEMNIFICATION FOR TORT ACTIONS C -15 24. OCCUPATIONAL SAFETY AND HEALTH ACT (O.S.H.A.) C -16 25. PUBLIC ENTITY CRIME STATEMENT C -16 26. SUBCONTRACTOR /SUPPLIER INFORMATION C -16 27. SUBCONTRACTOR'S PAST PERFORMANCE C -16 28. REFERENCES C -17 29. UNIT PRICES C -17 30. EVALUATION OF OPTIONS C -17 31. UNBALANCED PRICING C -17 32. BID AND RELATED COSTS C -18 33. SOLICITATION CANCELLATIONS C -18 34. LICENSES /PERMITS /FEES C -18 35. BID ACCEPTANCE PERIOD C -18 36. EQUAL OPPORTUNITY C -18 37. ETHICS COMPLIANCE C -19 38. TOBACCO FREE CAMPUS C -19 39. VERIFICATION OF EMPLOYMENT STATUS C -20 PART DESCRIPTION PAGE D BID FORM OFFICIAL BID FORM D -1 NON - COLLUSION AFFIDAVIT ATTACHMENT A REQUIRED DISCLOSURE ATTACHMENT B M/WBE REQUIREMENTS ATTACHMENT C COMPLIANCE WITH TRENCH SAFETY ACT ATTACHMENT D REFERENCES ATTACHMENT E SPECIFIC PROJECT EXPENITURE PROJECT ATTACHMENT F RELATIONSHIP DISCLOSURE FORM ATTACHMENT G EMPLOYMENT VERIFICATION CERTIFICATION ATTACHMENT H BID BOND EXHIBIT 1 E CONSTRUCTION CONTRACT CONTRACT FORM E- 1 PERFORMANCE BOND E- 6 PAYMENT BOND E- 9 RELEASE OF LIEN E -11 CHANGE ORDER FORM E -12 DRUG -FREE WORKPLACE FORM E -14 F GENERAL CONDITIONS ARTICLE 1 - CONTRACT F -1 ARTICLE 2 - DEFINITIONS F -1 ARTICLE 3 - NO ASSIGNMENT OF CONTRACT F -3 ARTICLE 4 - PERFORMANCE PERIOD F -3 ARTICLE 5 - INTERPRETATIONS AND INTENT F -4 ARTICLE 6 - REFERENCE POINTS F -4 ARTICLE 7 - BONDS AND INSURANCE AND INDEMNIFICATION F -5 ARTICLE 8 - CONTRACTOR'S RESPONSIBILITIES F -11 ARTICLE 9 - WORK BY OTHERS AND UTILITY COORDINATION F -15 ARTICLE 10 - PROJECT MANAGER'S STATUS F -17 ARTICLE 11 - CHANGES IN THE WORK F -17 ARTICLE 12 - CHANGE OF CONTRACT PRICE /DELIVERY ORDER F -18 ARTICLE 13 - CHANGE OF CONTRACT PERFORMANCE PERIOD F -19 ARTICLE 14 - WARRANTY /ACCEPTANCE OF DEFECTIVE WORK F -19 ARTICLE 15 - WARRANTY AND PAYMENT F -22 ARTICLE 16 - SUSPENSION OF WORK AND TERMINATION F -25 ARTICLE 17 - VERBAL ORDERS F -26 ARTICLE 18 - MAINTENANCE AND EXAMINATION OF RECORDS F -27 ARTICLE 19 - FEDERAL REQUIREMENTS F -29 ARTICLE 20 - MINORITY/WOMEN OWNED BUSINESS F -29 ARTICLE 21 - ASBESTOS FREE MATERIALS F -31 ARTICLE 22 - CONDITION OF MATERIALS & PACKAGING F -31 ARTICLE 23 - NO ASSIGNMENT OF AGREEMENT F -31 ARTICLE 24 - CONSTRUCTION TERM CONTRACT F -31 ARTICLE 25 - CONTRACT TERM /RENEWAL F -32 ARTICLE 26 - OPTION TO EXTEND TERM F -32 ARTICLE 27 - INTERIM EXTENSION OF PERFORMANCE F -32 ARTICLE 28 - MINIMUM /MAXIMUM DELIVERY ORDER F -32 ARTICLE 29 - ISSUANCE AND ADMINISTRATION OF ORDERS F -32 ARTICLE 30 - VARIATION IN ESTIMATED QUANTITY F -32 ARTICLE 31 - MISCELLANEOUS F -33 ARTICLE 32 - CONTRACT CLAIMS F -33 ARTICLE 33 - VALUE ENGINEERING F -34 ARTICLE 34 - CONTRACT TYPE F -37 ARTICLE 35- PATENTS AND ROYALTIES F -38 ARTICLE 36 - MULTIPLE AWARDS F -38 G SUPPLEMENTAL CONDITIONS /SPECIAL PROVISIONS SPECIAL CONDITIONS G -1 - G -7 H TECHNICAL SPECIFICATIONS TECHNICAL PROVISIONS H -1 - H -8 THIS PAGE LEFT INTENTIONALLY BLANK __ ISSUED: October 31, 2012 NOTICE INVITATION FOR BIDS (IFB) NO. Y13 -131 -J2 SIDEWALK REPAIR AND REPLACEMENT 11 Sealed Bid offers (Original Bid Form and three (3) complete copies) for furnishing the above will be accepted up to 2:00 PM, December 4, 2012, in the Internal Operations Centre II, the Purchasing and Contracts Division, 2nd Floor, 400 E. South Street, Orlando, FL 32801. Bids will be opened shortly thereafter in the Second Floor Conference Room, Orange County Internal Operations Centre II. Bid Documents may be obtained from the Orange County Purchasing and Contracts Division at the above address, Phone: (407) 836 -5635. NOTE: Bid documents are now available for downloading from the internet at orangecountyfl.net. The IFB contains all required documents for this solicitation. No other technical specifications, drawings or other documents are required. A Non - Mandatory Pre -Bid Conference will be held on November 13, 2012, 10:00 AM, at Roads & Drainage Division 3rd Floor Conference Room, 4200 S. John Young Parkway, Orlando, FL 32839. Interested bidders are encouraged to attend. SCOPE OF WORK: Work under this contract consists of the removal and replacement of existing damaged sidewalks, driveway approaches, pedestrian ramps and curbs, or the construction of new sidewalk areas where no previous sidewalks existed, on an as needed basis. LOCATION ADDRESS: Any location within Orange County, Florida Johnny M. Richardson, CPPO, CFCM Manager, Purchasing and Contracts PART B THIS PAGE LEFT INTENTIONALLY BLANK PART C - INSTRUCTION TO BIDDERS 1. GENERAL: a. The term County used herein refers to the Board of County Commissioners, Orange County, Florida, or its duly authorized representative. b. The term Bidder used herein refers to the contractor, or business organization submitting a Bid to the County in response to this Invitation for Bids. 2. PREPARATION AND SUBMISSION OF BIDS: a. Form of Proposal: Each Bidder shall submit the Bid in four parts (original Bid Form, marked original, with attachments and three (3) copies of the Bid Form and all attachments) and indicate his base Bid price and any alternative(s) that may be included in the proper space(s). The base Bid is the sum of all pay item totals and the County reserves the right to correct errors in pay item totals arising from incorrect extensions. See "Bid Errors ", Item 4. b. All Bids, proposals or quotations, unless otherwise specified, must be delivered in a sealed envelope, either mailed or hand carried, to the Purchasing and Contracts Division, Internal Operations Centre 11, 400 E. South Street, 2 " Floor, Orlando, Florida 32801, prior to the Bid opening time as specified in Part B. Bids received after the date and time specified will be returned unopened. The time /date stamp clock located in the Purchasing and Contracts Division shall serve as the official authority to determine lateness of any Bids. Respondents are cautioned that they are responsible for delivery to the specific location cited above. Therefore, if your Bid, proposal or quotation is delivered by an express mail carrier or by any other means, it is your responsibility to ensure delivery to the above address. This office will not be responsible for deliveries made to any place other than the specified address. The delivery of said Bid to the Purchasing and Contracts Division prior to the time and date stated in the preceding sentence is solely and strictly the responsibility of the Bidder. The County shall not be responsible for delays in delivery to the Purchasing and Contracts Division caused by the United States Postal Service or courier service, delivery to any other County Office or delays caused by any other occurrence. The Bid delivery time will be scrupulously observed. Bid proposals received after the delivery time specified will not be considered. The decision to refuse to consider a bid or proposal that was received beyond the date /time established in the solicitation shall not be the basis for a protest pursuant to the Orange County (Procurement Ordinance). C -1 (1) Invitation for Bid Number (2) Hour and Date of Opening (3) Name of Bidder (4) Return address of the Bidder c. Bids will be publicly opened in the Purchasing and Contracts Conference Room, 2 Floor of the Orange County Internal Operations Centre II, 400 E. South Street, Orlando, Florida. d. All Bid proposals must be manually and duly signed by an authorized corporate officer, principal, or partner (as applicable) with a signature in full. When a firm is a Bidder, the officer signing shall set out the corporate name in full beneath which he shall sign his name, give title of his office and affix the corporate seal. Anyone signing the Bid proposal as agent must file with it legal evidence of signature authority. Bidders who are nonresident corporations shall furnish to the County a duly certified copy of their permit to transact business in the State of Florida along with the Bid Proposal. Failure to promptly submit this evidence or qualification to do business in the State of Florida may be basis for rejection of the Bid Proposal. e. The Bidder is solely responsible for reading and completely understanding the requirements and the specifications of the solicitation. f. Bid proposals may be withdrawn by written, telecopied or telegraphic requests dispatched by the Bidder and received by the Manager of Purchasing and Contracts before the time for receiving Bids has expired. Negligence on the part of the Bidder in preparing a Bid proposal is not grounds for withdrawal or modification of a Bid proposal after such Bid proposal has been opened by the County. A Bidder may not withdraw or modify a Bid proposal after the appointed Bid proposal opening and such Bid proposal must be in force for ninety (90) days after the Bid opening. Bidders may not assign or otherwise transfer their Bid proposals. g. At the time and place fixed for the opening of Bid proposals (see above), every Bid proposal properly delivered within the time fixed for receiving Bid proposals will be opened and publicly read aloud, irrespective of any irregularities found therein. Bidders and other persons interested may be present, in person or by representative. Opened Bids shall remain confidential for ten days after Bid opening or upon posting of the recommended award, whichever comes first. h. A Bid, Payment and Performance Bond are a requirement of the IFB when the bid /contract amount exceeds $200,000. C -2 If Bid security is required by Paragraph h. of this Section, submission of an original Bid Bond (copy not acceptable) completed and signed by all required parties and submitted on the form provided in Exhibit 1 to the Bid Proposal (Part D), or in the alternative, a Certified Check, a Cashier's Check shall be required to accompany each Bid proposal in a stated dollar amount of not less than ten (10 %) percent of the total estimated Contract amount for the first Contract year. Submittal of a Bid Bond Tess than ten percent (10 %) of the total estimated Contract amount for the first Contract year shall result in rejection of the bid. Any submitted Bid Bond must be submitted to the County in duplicate. The duplicate copy must be a photographic reproduction of the completed form set forth in the Contract Documents and clearly marked "COPY ". Failure to submit the Bid Bond on the form provided in Exhibit 1 to the Bid Proposal (Part D) shall result in rejection of the bid Certified Checks or Cashier's Checks shall be drawn on a solvent bank or trust company to the order of The Board of County Commissioners and shall have all necessary documentary revenue stamps attached, if required by law. Personal checks are not acceptable to the County. See Section 17, "Qualifications of Surety Companies" for additional requirements. A pre -Bid conference will be held at the time and location shown in the Notice, Part B of this Bid package. j. No interpretation of the meaning of the requirements contained in this solicitation will be made to any Bidder orally. Every request for such interpretation must be in writing, addressed to John Schmidt, Fax #407/836 -5899. To be given consideration, such requests must be received Ten (10) days prior to Bid opening. Any and all such interpretations and any supplemental instructions will be in the form of a written addendum which, if issued, will be available for downloading from the Internet at orangecountyfl.net. All addenda so issued shall become part of the Contract Documents and receipt shall be acknowledged on the Bid Form, Part D, or by completion of the applicable information on the addendum and returning it not later than the date and time for receipt of the bid. 3. MINORITY/WOMEN OWNED BUSINESS ENTERPRISES: a. To provide for the participation of certified minority and women owned businesses (M/WBE's) in the County's procurement of construction services, Bidders submitting bids to the County are urged to comply with M/WBE subcontracting goals established by the County Minority/Women Business Enterprise Ordinance, No. 94 -02 and amended by Ordinance No.2009 -21. The overall goal for all bids (inclusive of all additive and deductive alternates) is 25% participation for M/WBE subcontractors and suppliers The Contract requires that the Contractor commit to the expenditure of at least the required M/WBE percentage of the dollar value of the Contract. C -3 The Ordinance also addresses minority /women group employment levels setting goals to encourage each Bidder to maintain 18% minority and 6% women employees. Note: Only 50% of material /supply dollars purchased from M/WBE distributors is applied toward the goals for minority and women business enterprise participation on construction projects. Contractor shall list the total amount of material /supply dollars to be purchased from each M/WBE distributor on the Subcontractor /Supplier Page (Attachment C -2). The County will calculate the actual dollars to be applied toward the goals. b. NOTICE: Goals for bids under $100,000 There are M/WBE goals for all bids including bids for IFB estimated to be less than $100,000 (inclusive of all additive and deductive alternates). c. M/WBE Bidders competing as primes If an M/WBE firm bidding as a prime certifies with his /her bid that it will self - perform 51% percent or more of the project, as evidenced by Attachment C -2, then that firm will not be required to comply with the M/WBE subcontracting goals. Failure to include the percentage of work and the scope of work to be self - performed, and the dollar amount for the work an M/WBE Bidder competing as a prime intends to self - perform will result in the M/WBE Bidder receiving zero M/WBE participation for the bid. However, if the M/WBE Bidder will not be self - performing at least 51% percent of the project, then he /she must comply with the M/WBE participation goal, and good faith effort documentation required from non - M/WBE Bidders to receive M/WBE compliance consideration. d. Subcontracts /Purchase Orders The successful Bidder shall provide a copy of all fully executed subcontracts and purchase orders issued to M/WBE's listed on Attachment C -2 to the Business Development Division. Submittal of these subcontracts /purchase orders is a condition precedent to execution of the prime Contract by the County. The Contractor shall include a Prompt Payment Clause (reference Part F, Article 22, paragraph B) in all subcontracts and purchase orders. The Contractor should include in the subcontracts that they are contingent upon execution of the prime Contract. The County may, at its discretion, require copies of subcontracts /purchase orders for the non- M/WBE's listed on Attachment C -2. However, if this option is not exercised, the awarded Contractor shall provide a list of all non -MNVBE Subcontractors and suppliers certifying that a prompt payment clause has been included in that Contract or purchase order. C -4 e. Good Faith Effort Documentation Requirements - If the established goals (reference paragraph 3.a above) are not achieved, to maximize consideration for MWBE participation, Bidders should provide with the bid sufficient documentation to substantiate that ALL FIVE of the mandatory efforts listed below were undertaken. Bidders meeting or exceeding the goals need not provide good faith effort documentation. Refer to paragraph f for the sliding scale for enforcement of the good faith effort document. i. If a bidder desires to meet the good faith effort documentation requirements, he /she must provide written notice to certified M/WBEs that provides the type of work that the Bidder intends to subcontract. The notice shall be by e-mail or fax, no fewer than seven (7) calendar days prior to bid or proposal opening. All e-mails and faxes shall include the legal name of the MWWBE firm. The notice shall advise the M/WBE's: a. that their interest in the contract is being solicited; b. of the specific work the Bidder intends to subcontract; c. how to obtain information about and review the contract plans and specifications; d. information on bonding, insurance and other pertinent requirements; e. the deadline for bid or proposal submissions to the Bidder and the bid due date to the County; f. 24 hours notice of any addenda. ii. Bidders shall provide an explanation why the M/WBE goals were not achieved, and list the scopes of service not subcontracted on Attachment C -2 iii. Also, bidders shall follow up initial submittals of interest by contacting M/WBEs and documenting using a contract log, which shall include the firm's name address, contact information (e -mail, telephone and /or fax numbers), scope of work requested, the date, name of person making the effort, denote if M/WBEs will bid, time quote received and notes denoting if plans and specifications were sent. Each bidder shall use the standardized contact log, Attachment C -5. C -5 iv. In instances where a non - minority /non -woman contractor is listed for work for which M/WBE availability exists, the Bidder shall submit ALL quotations received from M/WBEs AND the listed non - M/WBE within twenty -four (24) hours, if one of the three (3) apparent low Bidders. The Bidder shall provide an explanation as to why the M/WBE's quotations were not accepted. Receipt of a lower quotation from a non - M/WBE prior to bid opening will not in itself excuse a Bidder's failure to meet M/WBE participation goals. However, a Bidder's good faith effort obligation does not require a Bidder to accept a quotation from a M/WBE which is an unreasonable price. For the purpose of this subsection, "unreasonable price" means a price above (or below) competitive levels which cannot be attributed to the M/WBE's attempt to cover costs inflated by the present effect of discrimination. v. Bidder shall contact the Business Development division staff as a resource to obtain M/WBE participation goal. If the Bidder fails to meet requirements (i — iv) of the above mentioned good faith effort documentation, then the bidder will be permitted to substitute one of the following with documentation showing that (1) The Disney Entrepreneur Center (DEC) was used to host a workshop that informed M/WBE firms how to better prepare for sub - contracting opportunities; (2) The Bidder has participated in Orange County Business Development Division's sponsored "How to do Business" workshop; (3) The Bidder has sponsored a match -maker event with certified M/WBE firms. Orange County Business Development Division will determine the usage of this substitution, alone with the appropriate time frame for utilizing this credit. If, after Contract award, Prime Contractors who have not achieved the M/WBE participation goals choose to subcontract work indicated as being self - performed without prior written approval of the Business Development Division (reference Part F, Article 22, paragraph D), the matter will be reported to the Purchasing and Contracts Division with an appropriate responsibility recommendation for consideration in the event the contractor competes for future County contracts. f. Sliding scale for enforcement of good faith effort requirements If the established goals are not achieved by the low Bidder and it has been determined that the good faith efforts required for compliance have not been documented by the low Bidder, then the bid shall be rejected as non - responsive, but only if the next lowest responsive bid does not exceed the low bid by more than: C -6 Eight (8) percent on contract awards up to one hundred thousand dollars ($100,000.00);or ii. Seven (7) percent on contract awards from $100,000.00 to $500,000.00; or iii. Six (6) percent on contract awards from $500,000.01 to $750,000.00; or iv. Five (5) percent on contract award from $750,000.01 to $2,000,000.00; or v. Four (4) percent on contract awards from $2,00,000.01 to $5,000,000.00; or vi. Three (3) percent on contract awards over $5,000,000.01. However, if the next low bid is responsive only because of the Bidder having made good faith effort (not because of having met the goals), the Board may approve award of the Contract to the next low Bidder only if the value of its M/WBE participation is equal to or greater than that of the low Bidder. g. Letters of Intent shall match exactly the information provided on Attachment C -2 to the Bid Forms D, Attachment C -3 and shall be executed by the apparent low Bidder and all M/WBE Subcontractors and /or suppliers listed on Attachment C -2 shall be submitted to the Business Development Division office before 5:00 P.M. on the second business day after bid opening. h. Bidders shall not reject an M/WBE as unqualified without sound reasons based on a thorough and documented investigation of that M/WBE's capabilities. Bidder's efforts will be evaluated considering the ability of other Bidders to meet the requirements relating to the use of M/WBE subcontractors. j. Bidders should make whatever additional efforts are necessary to achieve the goals and it is recommended that these efforts be documented. However, this documentation shall not replace the required documentation if the goals are not met. Bidders are encouraged to contact the Business Development Division for guidance and assistance. Additional efforts by Bidders may include but are not limited to the following: i. Bidders should provide interested M/WBE's with assistance in reviewing the Contract plans and specifications. ii. Bidders should assist interested M/WBE's in obtaining required lines of credit, insurance or bonding. iii. Bidders should solicit only types of work that match the capabilities of the M/WBE's and for which they are certified. C -7 k. All participating M/WBE's must be certified by Orange County. The Business Development M/WBE Directory is available by e-mail or through the Orange County web site at Orangecountyfl.net. Only firms having established offices in the Orlando MSA (Orange, Lake, Seminole and Osceola Counties) are eligible for Orange County certification. All firms must be certified prior to bid opening and must be certified in the area(s) for which they will be used. If a firm claims to be certified, but is not listed in the Directory, Contractor should obtain a copy of their Certificate and /or contact the Business Development Division for verification of certification. The County has established a credit program whereby Contractors are awarded credits to be applied toward meeting the M/WBE goals on certain County bids. Emphasis will be placed on credits for Non - County Utilization and First -Time M/WBE Utilization. Bidders are encouraged to contact the Business Development Division for information on acquiring and applying the credits. m. Effective August 1, 2003, the County implemented a graduation program. Under this program, utilization of M/WBE firms designated as graduates shall count toward meeting M/WBE participation goals only on specified projects. All construction solicitations for which the County has determined the overall contract amount to be awarded to the prime in excess of $10,000,000 for vertical construction, $7,000,000 for horizontal construction and $7,000,000 for all other construction are eligible for graduate M/WBE participation. Vertical construction is any construction of a structure or building which requires a general or building contractor's license. Horizontal construction includes but is not limited to roadwork, site work, drainage or utilities work. Other construction is any construction other than what is defined as vertical or horizontal construction. The Bidder's total base bid, which is used by the Purchasing and Contracts Division as the basis for determining Contract award value, will be used to determine if graduated M/WBE firms are eligible to participate. If the contract has option provisions, the total base Bid is the total of the Basic Contract Year plus all Option Years. Prime contractors will receive full M/WBE credit for the use of graduated M/WBE's that meet all other requirements. It is the Bidder's responsibility to insure that graduate M/WBE's are not listed in proposals to meet M/WBE participation requirements on projects in which they are not eligible to participate. o. The County is compiling information about the MWBE program in order to gauge the level of program understanding and acceptance. Bidders should complete the M/WBE Survey, Attachment C -4 and return with their Bid Proposal Form. Failure to submit the completed survey may delay award of the Contract. Intentional failure to attempt compliance and /or intentional failure to comply with the M/WBE subcontract goals pursuant to the Minority/Women Business Enterprise Ordinance, may result in the County invoking penalties under that ordinance and /or a finding by the County that a Bidder is "non- responsible ", thus resulting in that bid being rejected and the Bidder facing possible suspension or debarment from future County FB's. C -8 4. BID PREFERENCE FOR SERVICE - DISABLED VETERANS (SDV) The Orange County Service- Disabled Veteran Business Program Ordinance sets vendor preferences for service- disable veteran business enterprises registered with Orange County Business Development division. As part of this program, Contractors are required to complete the Attachment C -2 listing ALL subcontractors (majority, women and minority, and service- disabled veteran) their firm will utilize in fulfillment of the requirements of this solicitation. Also, in accordance with the County SDV Ordinance, preferences for certified service- disabled veteran business enterprises shall be applied on bid awards (sealed bids). The following bid preference scale shall apply to bids submitted by certified service- disabled veterans business enterprises as long as the bid does not exceed the low bid by more than 8% on bid awards up to $100,000; 7% on bid awards from $100,000 to $500,000; 6% on bid awards from $500,000.01 to $750,000.00; 5% on bid award from $750,000.01 to $2,000,000; 4% on bid awards from $2,00,000.01 to $5,000,000; or 3% on bid awards over $5,000,000.01. Certified service- disabled veteran business enterprises may be awarded or recommended for award of contracts when their bids are within the above allowed percentage in comparison to the low responsive and responsible bid(s). If a certified service- disabled veteran business enterprise, entitled to the vendor preference under this section, and one (1) or more other businesses also entitled to this preference, or another vendor preference provided by the Orange County Code, submit bids, proposals, or replies for procurement of commodities or contractual services which are otherwise equal with respect to all relevant considerations, including price, quality, and service, then the Purchasing and Contracts Division Manager shall award the procurement or contract to the business having the smallest net worth. 5. BID ERRORS: Where Bid forms have erasures or corrections, each erasure or correction must be initialed in ink by the Bidder. In case of unit price Bid items, if an error is committed in the extension of an item, the unit price as shown in the Official Bid Form, will govern. Errors between any sum, computed by the Bidder, and the correct sum thereof will be resolved in favor of the correct sum. Any discrepancy between words and numbers will be resolved in favor of the written words. 6. DEVIATIONS: Bidders are hereby advised that Orange County will only consider Bid Proposals that meet the specifications and other requirements of the solicitation. In instances where a deviation is stated in the Bid form, said Bid will be subject to rejection by the County in recognition of the fact that said Bid Proposal does not meet the exact requirements imposed by the solicitation. C -9 7. SUBSTITUTE MATERIAL AND EQUIPMENT: The Contract, if awarded, will be on the basis of material and equipment described in the Drawings or specified in the Specifications without consideration of possible substitute or accepted "or- equal" items. Whenever materials or equipment or patented processes are specified or described in the Contract Documents by naming a trade name, manufacturer, supplier or proprietary item or catalog number, the naming of the item is intended to establish the type, function and quality required and to establish a basis for bidding. Substitute materials or equipment may be considered after a Contract for the Work is executed if sufficient information is supplied by Contractor to allow Project Manager to evaluate the proposed substitution, unless the naming of the item is followed by words indicating that no substitution is permitted. The procedure for submittal of any such application by Contractor and consideration by Project Manager is set forth in the General Conditions. In the event that substitute materials or equipment are used and are less costly than the originally specified material or equipment, then the difference in cost of the item shall benefit the County and Contractor in equal proportions. Applications for substitute materials and equipment shall only be evaluated after the Contract is executed. The Base Bid and Alternates shall reflect the costs for the materials and equipment named or specified only. 8. REQUESTED INFORMATION AND DESCRIPTIVE LITERATURE: Bidders must furnish all requested information in the spaces provided on the Bid form or attachments thereto. Additionally, where required pursuant to the provisions of this solicitation, Bidders must submit with their Bid Proposal cuts, sketches, descriptive literature and /or complete specifications relative to the items proposed and offered. 9. AWARD OF CONTRACT /REJECTION OF BIDS: At its sole discretion, the County may award multiple contracts for this work. After any applicable contract minimums have been satisfied, the low cost Contractor will be given priority consideration for all work under the Contract. In the event the low cost Contractor is unable to perform, the other Contractor(s) may be issued orders as required. The County, at its sole discretion, reserves the right to reject any and all Bids and to waive any informality concerning Bid Proposals whenever such rejection or waiver is in the best interest of the County. The ability of a Bidder to obtain a performance bond and a payment bond shall not be regarded as the sole test of such Bidder's competency or responsibility. Nothing contained herein shall place a duty upon the County to reject Bids or award a Contract based upon anything other than its sole discretion as described herein. C -10 Determination of the low Bidder when additive or deductive Bid items are involved shall be as follows: A. ADDITIVE /DEDUCTIVE BID ITEMS: 1. If it is deemed to be in the best interest of the County to accept the alternate(s), award will be made to the Bidder that offers the lowest aggregate amount for the base Bid, plus or minus (in the order listed on the Bid form), those additive or deductive Bid items that provide the most features of the work. 2. All Bids will be evaluated on the basis of the same additive or deductive Bid items. 3. Failure of the Bidder to provide pricing for all unit priced items and /or the Base Bid and ALL requested additive /deductive bid items, or alternate bids shall be cause for rejection of the bid as non - responsive. B. RECIPROCAL LOCAL PREFERENCE In the event the lowest responsive and responsible bid submitted in response to any invitation for bid is by a bidder whose principal place of business is in a county other than Orange County, and such county grants a bid preference for purchases to a bidder whose principal place of business is in such county, then Orange County may award a preference to the (next) lowest responsive and responsible bidder having a principal place of business within Orange County, Florida. Such preference shall be equal to the preference granted by the county in which the lowest responsive and responsible bidder has its principal place of business. 10. POSTING OF RECOMMENDED AWARD: The recommended award will be posted for review by interested parties at the Purchasing and Contracts Division and at http: / /apps.ocfl. net / OrangeBids /AwardsRec /default.asp prior to submission through the appropriate approval process and will remain posted for a period of five full business days. Failure to file a protest to the Manager of Purchasing and Contracts by 5:00 PM on the fifth full business day after the posting date shall constitute a waiver of bid /proposal protest proceedings. Additional information relative to protests can be found at: http: / /www.orangecountvfl. net/ VendorServicesNendorProtestProcedures .aspx A lobbying blackout period shall commence upon issuance of the solicitation until the Board selects the successful Bidder. For procurements that do not require Board approval, the blackout period commences upon solicitation issuance and concludes upon Contract award. Additional information relative to lobbying can be found at: http: / /www.orangecountvfl. net / OpenGovernment /LobbingAtOrangeCountv.aspx C -11 The Board of County Commissioners may void any Contract where the County Mayor, one or more County Commissioners, or a County staff person has been lobbied in violation of the blackout period restrictions of Ordinance No. 2002 -15. 11. CONTRACT DOCUMENTS: The Contract Documents shall include the Delivery Orders issued pursuant to the Contract and documents stated in the Contract (Titles, Subtitles, Headings, Running Headlines, Table of Contents and Indexes are used merely for convenience purposes). 12. MODIFICATION /ALTERATION OF SOLICITATION AND /OR CONTRACT DOCUMENTS Modification or alteration of the documents contained in this solicitation or the contract resulting from this solicitation shall only be made upon receipt of prior written consent of the County. 13. LAWS AND REGULATIONS: The Bidder's attention is directed to the fact that all applicable Federal and State laws, municipal and county ordinances, and the rules and regulations of all authorities having jurisdiction over any part of the project shall apply to the Contract throughout, and they will be deemed to be included in the Contract the same as though herein written. 14. REQUIRED DISCLOSURE: Bidder shall disclose all material facts with its Bid submission pertaining to any felony conviction or any pending felony charges in the last three (3) years anywhere in the United States against (i) Bidder, (ii) any business entity related to or affiliated with Bidder, or (iii) any present or former executive employee, officer, director, stockholder, partner or owner of Bidder or against any such related or affiliated entity. This disclosure shall not apply to any person or entity who is a stockholder, owning less than 20% of the outstanding shares of a Bidder whose stock is publicly owned and traded. The Board of County Commissioners may reject, at its sole discretion, any Bidder the Commission finds to lack, or whose present or former executive employees, officers, directors, stockholders, partners or owners are found by the Commission to lack honesty, integrity, or moral responsibility. The Commission's finding may be based on the disclosure required herein, the County's own investigation, public records, or any other reliable source of information. The Commission may also reject any Bidder failing to make the disclosure required herein. By submitting a Bid, Bidder recognizes and accepts that the Board of County Commissioners may reject any Bid at its sole discretion and the Bidder waives any claim it might have for damages or other relief arising from the rejection of its C -12 Bid or resulting directly or indirectly from the rejection of its Bid based on these grounds or from the disclosure of any pertinent information relating to the reasons for rejection of its Bid. 15. EXECUTION OF WRITTEN CONTRACT: The successful Bidder will be required to sign a written Contract which has been made a part of this Bid package and identified as the Contract. Said written Contract will evidence in written form the agreement between the parties pursuant to the award having been theretofore made by the County to this Bidder; said signing to be accomplished within ten (10) days after receipt of Notice of Award. 16. LICENSING REQUIREMENTS: The following licensing requirements shall apply when the applicable Florida Statute mandates specific licensing for Contractors engaged in the type of work covered by this solicitation. a. Prime Contractors, to be considered for Contract award for this work shall be either "registered" or "certified" by the State of Florida, Division of Professional Regulation, Construction Industries Licensing Board and licensed by other federal, state, regional, county or municipal agencies having jurisdiction over the specified construction work. b. Said licenses shall be in the Bidder's name as it appears on the Official Bid Form. Bidder shall supply appropriate license numbers, with expiration dates, as part of their Bid. Failure to hold and provide proof of proper licensing, certification and registration may be grounds for rejection of the Bid. c. Bidder shall provide copies of all applicable licenses with their Bid Proposal. d. Subcontractors contracted by the Prime Contractor shall be licensed in their respective fields to obtain construction permits from the County. Said license must be in the name of the Subcontractor listed on Attachment C, Subcontractor /Supplier Page, herein. 17. SECURITY FORFEITURE: When Bid security has been required (Section 2, Paragraph h.): If, within ten (10) days after notification by the County of the County's approval to award a Contract, the successful Bidder refuses or otherwise neglects to execute the required written Contract and fails to furnish the required Performance Bond and Payment Bond, the amount of the Bidder's Bid security (Cashier's Check or Bid Bond) shall be forfeited and the same shall be retained by the County. No plea of mistake in the Bid or misunderstanding of the conditions of forfeiture shall be available to the Bidder for the recovery of his Bid security or as a defense to any action. C -13 18. PERFORMANCE BONDS AND PAYMENT BONDS: When the contract amount exceeds $200,000, a Performance Bond and a Payment Bond issued in a sum equal to one hundred (100 %) percent of the total estimated Contract amount for the first Contract year by a Surety company considered satisfactory by the County according to the criteria in Section 19 will be required from the successful Bidder for purposes of insuring the faithful performance of the obligations imposed by the resulting Contract and for purposes of protecting the County from lawsuits for non - payment of debts as might be incurred during the successful Bidder's performance under such Contract. The Performance Bond and the Payment Bond forms will be included in the Contract Documents and said forms must be properly executed by the Surety company and successful Bidder within ten (10) days after receipt of notification from the County of its award of the Contract. Within (10) ten days after the exercise of an option period, the Contractor shall provide Consent of Surety to renewal of the option period at the option period prices accompanied by a power of attorney according to the criteria in Section 19. Awarded Bidders shall record bonds in the public records as required by Florida State Statutes, Chapter 255.05. 19. QUALIFICATIONS OF SURETY COMPANIES: In order to be acceptable to the County, a Surety company issuing the Bid Bond, the Performance Bond and the Payment Bond, if called for in these Specifications, shall meet and comply with the following minimum standards: a. Surety must be admitted to do business in the State of Florida and shall comply with the provisions of Florida Statute 255.05. b. Surety must be listed on the U.S. Department of Treasury Fiscal Service, Bureau of Government financial Operations, Federal Register, Part V, latest revision, entitled: "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies ". c. All bonds shall be originals and issued or countersigned by a producing agent with satisfactory evidence of the authority of the person or persons executing such bond shall be submitted with the bond. Attorneys -in -fact who sign Bid bonds or performance /payment bonds must file with such bond a certified copy of their power of attorney to sign such bond. Agents of Surety companies must list their name, address and telephone number on all Bonds. d. The life of the bonds shall extend twelve (12) months beyond the end of the Contract term and shall contain a waiver of alteration to the terms of the Contract, extensions of time and /or forbearance on the part of the County. C -14 20. TRENCH SAFETY ACT: Pursuant to Chapter 90 -96 (CS /SB 2626), Laws of Florida, "Trench Safety Act ", any person submitting a Bid /proposal is required to complete the form entitled: COMPLIANCE WITH FLORIDA TRENCH SAFETY ACT (90 -96, LAWS OF FLORIDA), if applicable, and return the form with the Official Bid Form, (Part D, Attachment D) This is not a pay item. The purpose of this form is to gather information on the costs associated with trench safety measures and to insure that the Bidder has considered these costs and included them in the Base Bid. Failure to complete this form may result in the Bid being declared non - responsive. 21. DRUG -FREE WORKPLACE FORM: A Drug -Free Workplace Form (included in Part E) shall be submitted prior to award. Failure to submit this form certifying a drug -free workplace shall be cause for disqualification of the Bidder. 22. BID TABULATION: Bid files may be examined during normal working hours, thirty (30) days after bid opening, or upon recommendation for award, whichever occurs first. Bidders desiring to view these documents are urged to schedule an appointment. For information concerning this bid, please contact the Purchasing and Contracts Division at the address listed above or by calling (407) 836 -5635. Please specify the bid number for which you are inquiring. Bid opening results will be available at http: / /apps.ocfl. net / orangebids /bidresults /results.asp the day following the Bid opening. Unsuccessful Bidders will not be notified, unless a request is submitted in accordance with this paragraph. 23. INDEMNIFICATION FOR TORT ACTIONS /LIMITATION OF LIABILITY: The provisions of Florida Statute 768.28 applicable to Orange County, Florida apply in full to this Contract. Any legal actions to recover monetary damages in tort for injury or loss of property, personal injury, or death caused by the negligent or wrongful act or omission of any employee of the County acting within the scope of his /her office or employment are subject to the limitations specified in this statute. No officer, employee or agent of the County acting within the scope of his /her employment or function shall be held personally liable in tort or named as a defendant in any action for any or damage suffered as a result of any act, event, or failure to act. C -15 The County shall not be liable in tort for the acts or omissions of an officer, employee, or agent committed while acting outside the course and scope of his /her employment. This exclusion includes actions committed in bad faith or with malicious purpose, or in a manner exhibiting wanton and willful disregard of human rights, safety, or property. 24. OCCUPATIONAL SAFETY AND HEALTH ACT (O.S.H.A.): All material, equipment, etc., to be incorporated into the resultant contract shall meet and conform to all as proposed and offered by Bidders must meet and conform to all O.S.H.A. requirements; the Bidder's signature upon the Bid Proposal form (Part D) being by this reference considered a certification of such fact. 25. PUBLIC ENTITY CRIME STATEMENT (FS 287.133): A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a Bid on a Contract to provide any goods or services to a public entity, may not submit a Bid on a Contract with a public entity for the construction or repair of a public building or public work, may not submit Bids on leases of real property to a public entity, may not be awarded or perform work as a Contractor, supplier, Subcontractor, or consultant under a Contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Florida State Statutes Section 287.017 for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 26. SUBCONTRACTOR/SUPPLIER INFORMATION: If maximum M/WBE participation is desired, bidders must list all proposed Subcontractors and suppliers to be used, regardless of racial or gender grouping, to include names, addresses, phone numbers, type of work subcontracted (trade or commodity), dollar amount of work, and the M/WBE designation or Majority (Non- M/WBE) owned company. Attachment C -2 is provided for this information. Contractor shall not change any Subcontractors without just cause and approval by the County. 27. SUBCONTRACTOR'S PAST PERFORMANCE: Bidder is responsible for verifying subcontractor's satisfactory performance on previous Orange County projects. Failure to do so may impact Bidder's responsibility determination. C -16 28. REFERENCES: Bidder should include with the Bid Form a list with a minimum of two (2) similar projects for sidewalk repair and replacement, successfully completed by the Bidder as a prime Contractor within the last eight (8) years, and that meet the following: 1. Bidder shall have installed a minimum of 50,000 square feet of sidewalk repair or replacement. This element can be demonstrated among several proiects and is not required to all be in a single proiect. 2. Each project submitted shall contain all of the following elements: a. Concrete replacement, b. Handicap ramp upgrades, c. Clearing and grubbing, d. Root removal. EACH SIMILAR PROJECT SUBMITTED SHALL INCLUDE COMPLETE INFORMATION AS SPECIFICALLY PROVIDED ON THE REFERENCE FORM (ATTACHMENT E). ALL SPECIFIC INFORMATION ON REFERENCES MUST BE PROVIDED ON THE REFERENCE FORM. DO NOT ATTACH LISTINGS OF REFERENCE INFORMATION. FAILURE TO PROVIDE REFERENCE INFORMATION AS REQUESTED MAY RESULT IN THE REJECTION OF YOUR BID. The contact person listed as a reference shall be someone who has personal knowledge of the Bidder's performance during the referenced project. Contact persons must have been informed that they are being used as a reference and that the County will be calling or emailing them. 29. UNIT PRICES: Unless the Bid Item Schedule contained in Part D specifies otherwise, unit prices for individual line items shall include all costs, including but not limited to, mobilization, maintenance of traffic, overhead and profit. 30. EVALUATION OF OPTIONS: The County shall evaluate Bids /offers for award purposes by adding the total price for all options to the total price of the basic period. However, the evaluation of options will not obligate the County to exercise the option(s). 31. UNBALANCED PRICING A. Unbalanced pricing may increase performance risk and could result in payment of unreasonably high prices. Unbalanced pricing exists when, despite an acceptable total evaluated price, the price of one or more contract line items is significantly over or understated as indicated by the application of cost or price analysis techniques. The greatest risk associated with unbalanced pricing occur when — C -17 1. Startup work and mobilization are separate line items; 2. Base year quantities and option year quantities are separate line items ; or 3. The evaluated price is the aggregate of estimated quantities to be ordered under separate line items of an indefinite - delivery contract. B. All offers with separately priced line items or subline items shall be analyzed to determine if the prices are unbalanced. If cost or price analysis techniques indicate that an offer is unbalanced, the Manager Purchasing and Contracts Division shall 1. Consider the risks to the County associated with the unbalanced pricing in determining the competitive range and in making the award decision; and 2. Consider whether award of the contract will result in paying unreasonably high prices for contract performance. 3. An offer may be rejected if the manager determines that the lack of balance poses an unacceptable risk to the County 32. BID AND RELATED COSTS: By submission of a Bid, the Bidder agrees that all costs associated with the preparation of his /her Bid will be the sole responsibility of the Bidder. The Bidder also agrees that the County bears no responsibility for any costs associated with the preparation of the Bid and /or any administrative or judicial proceedings resulting from the solicitation process. 33. SOLICITATION CANCELLATIONS Orange County reserves the right, and the Manager of Purchasing and Contracts Division has absolute and sole discretion to cancel a solicitation at any time prior to approval of the award by the Board of County Commissioners when such approval is required. The decision to cancel a solicitation cannot be the basis for a protest pursuant to the Orange County Code. 34. LICENSES /PERMITS /FEES: The Orange County Government Fee Directory, incorporated herein by reference, contains a list of licenses, permits and fees that may apply to this project. The fee directory link "Fees" is available at: http : / /www.orangecountvfl.net/tabid /808 /default.aspx Bidders shall review all applicable licenses, permits and fees and contact the applicable agency if there are any questions. C -18 35. BID ACCEPTANCE PERIOD: Any Bid submitted in response to this Invitation of Bids shall remain in effect for a period of 90 days after Bid opening. Upon request of the County, the Bidder at its sole option may extend this period. 36. EQUAL OPPORTUNITY It is hereby declared that equal opportunity and nondiscrimination shall be the County's policy intended to assure equal opportunities to every person, regardless of race, religion, sex, sexual orientation and gender expression /identity, color, age, disability or national origin, in securing or holding employment in a field of work or labor for which the person is qualified, as provided by Section 17 -314 of the Orange County Code and the County Administrative Regulations. Further, the awarded Contractor shall abide by the following provisions: (a) The awarded Contractor shall represent that awarded Contractor has adopted and maintains a policy of nondiscrimination as defined by applicable County ordinance throughout the term of this contract. (b) The awarded Contractor shall allow reasonable access to all business and employment records for the purpose of ascertaining compliance with the nondiscrimination provision of the contract. (c) The provisions of the prime contract shall be incorporated by the awarded Contractor into the contracts of any applicable subcontractors. 37. ETHICS COMPLIANCE The following forms are included in this solicitation and shall be completed and submitted as indicated below: Orange County Specific Project Expenditure Report -The purpose of this form is to document any expenses incurred by a lobbyist for the purposes described in Section 2 -351, Orange County Code. This form shall be completed and submitted with any bid, proposal or other response to an Orange County solicitation. The bidder, proposer or responder to the solicitation shall not be awarded a contract unless this form has been completed and submitted. Any questions concerning this form shall be addressed to the purchasing agent or contract administrator identified in the applicable solicitation. Also, a listing of the most frequently asked questions concerning this form is attached for your information. Relationship Disclosure Form — The purpose of this form is to document any relationships between a bidder, proposer or responder to an Orange County solicitation and the Mayor or any other member of the Orange County Board of County Commissioners. This form shall be completed and submitted with the applicable bid, proposal or response to an Orange County solicitation. No contract award will be made unless this form has been C -19 completed and submitted. Any questions concerning this form shall be addressed to the purchasing agent or contract administrator identified in the applicable solicitation. Also, a listing of the most frequently asked questions concerning this form is attached for your information. 38. TOBACCO FREE CAMPUS All Orange County operations under the Board of County Commissioners shall be tobacco free. This policy applies to parking lots, parks, break areas and worksites. It is also applicable to contractors and their personnel during contract performance on county -owned property. Tobacco is defined as tobacco products including, but not limited to, cigars, cigarettes, pipes, chewing tobacco and snuff. Failure to abide by this policy may result in civil penalties levied under Chapter 386, Florida Statutes and /or contract enforcement remedies. 39. VERIFICATION OF EMPLOYMENT STATUS Prior to the employment of any person performing services under this contract, the contractor shall (a) utilize the U.S. Department of Homeland Security's E- Verify system ( "E- Verify ") to verify the employment eligibility of all employees within the State of Florida that are hired by the contractor after the execution of the contract and who are providing labor under the contract during the contract term; and, (b) ensure that all of its subcontractors utilize E- Verify to verify the employment eligibility of all employees within the State of Florida of any of those subcontractors, who are hired by those sub - contractors after the execution of the contract, and who are providing labor under the contract during the contract term. Please refer to USCIS.gov for more information on this process. Only those employees determined eligible to work within the United States shall be employed under the contract. Therefore, by submission of a bid in response to this solicitation, the contractor confirms that all employees in the above categories will undergo E- Verification before performing labor under this contract. Attachment H, in Part D, is provided for this information and shall be completed and submitted with the bid. C -20 Y13 -131 -J2 SCHEDULE OF PRICES, "BEST AND FINAL BID" Estimated Unit Item # Description Unit Quantities Price Total Cost 1 Replace concrete 4 -inch SF 240,000 , f — 960, 000. % 2 Replace concrete 6 -inch SF 105,000 f«. , Siaa Otk1 1 ` 3 New concrete 4- inches SF 5,000 0?. c? S 11, 0 ~> 4 New concrete 6- inches SF 5,000 c7. SO /4S S00, 5 Root Removal more than 6" depth Tree 3,500 -5 - 1 7, $$O. ' Detectable warning surface for ramps de 5: 1‘07, '150, ' 8 (truncated domes) EA 150 7 Curbs - All types • LF 1,000 0 ' de/ (A56 - 8 Indemnification LS 1 $100.00 $100.00 Total Estimated Bid Amount Base Year $ 4, Estimated Unit Item # Description Unit Quantities Price Total Cost 9 , Replace concrete 4 -inch SF 240,000 3.76 0 yg -- 10 Replace concrete 6 -inch SF 105,000 3.70 sy t co, 11 New concrete 4- inches SF 5,000 tz a S 1 a - 12 New concrete 6- inches SF 5,000 07. .5 !obi 504. '' Per x � 13 Root Removal more than 6" depth Tree 3,500 S• 1 // coo, . 14 (truncated domes) surface for ramps EA 150 &C o , ' 37 ' 15 Curbs - All types LF 1,000 / 5, % / 5.000,' Total Estimated Bid Amount Option Year #1 $ 1374 e?:*D Estimated Unit Item # Description Unit Quantities Price Total Cost 16 Replace concrete 4 -inch SF 240,000 3.5 gi6,000, r 17 Replace concrete 6-Inch SF 105,000 3. S/0 ,3 110.750, 7 000•' 18 New concrete 4- inches SF 5,000 0 n? 19 New concrete 6- inches SF 5,000 0 5 47.500, Per 20 Root Removal more than 6" depth Tree 3,500 3 / , ' 7 7 / WV/ Detectable warning surface for ramps .- 3 JQO, / 21 (truncated domes) EA 150 / 22 Curbs - All types LF 1,000 15 . r� 1 J , O / D, Total Estimated Bid Amount Option Year #2 $ 'i°�`� 7)o r TOTAL ESTIMATED BID (Basic Year plus Option Years #1 and #2), $ Vi to 1,10. "BEST AND FINAL BID ": IFB Y13- 131 -J2: BEST AND FINAL BID PERFORMANCE BOND BOND NUMBER SBA 850615 KNOW ALL MEN BY THESE PRESENTS that Name co Contractor Sanalil Construction, Inc. Address 8129 Canyon Lake Circle, Orlando, Florida 32835 Rose Number 407- 367 -8196 • Corporation, Partnership or individual Corporation hereinafter referred to as the Contractor, as Principal, and Nam of Surety American Safety Casualty Insurance Company -SBA Addrrii 23901 Calabasas Road, Suite 1085 Calabasas, CA 33716 Phone Number 818- 449 -3114 hereinafter called SURETY, as SURETY, are held and firmly bound unto Orange County, 400 East South Street, Orlando, FL 32801, (407)838 -5635 a Political Subdivision of the State of Florida as Obligee. hereinafter referred to as Owner, in the full and just sum of S 1,484,100_, lawful money of the United States of America, to the payment of which sum, well and truly to be made, the Contractor and SURETY bind themselves, their representatives, and each of their hats, executors, administrators, successors and assigns, jointly and severely, firmly by these presents. WHEREAS, the Contractor has entered into Contract No. Y13- 131 -B with the "County", also referred to herein as the OWNER, for the project entitled: SIDEWALK REPAIR AND REPLACEMENT II, at any location within Orange County, Florida with conditions and provisions as are further described in the • aforementioned Contract, which Contract is by reference made a part hereof for the purpose of explaining this bond. General description of the Work: Work under this contract consists of the removal and replacement of existing damaged sidewalks, driveway approaches, pedestrian ramps and curbs, or the construction of new sidewalk areas where no previous sidewalks existed, on an as needed basis. NOW, THEREFORE, the condition of this obligation is such that If Contractor shall fully, promptly and fathfufy perform said Contract and all obligations thereunder, including all obligations knposed by the Contract documents (which includes the Notice to Bidders, Instruction to Bidders, Proposal and Bid Form, General and Supplementary Conditions, Detail Specifications, Form(s) of Contract Bond(s). Plans and Specifications and such amendments thereof as may be made as provided for therein), then this obligation shell be void: otherwise It stall remain in full force and effect. 1. The undersigned shall indemnify and save harmless said Owner against and from all costs, expenses and damages, including litigation coats and attorney's fees arising out of, or in connection with the neglect, default or want of care or skill, including patent infringement on the part of said Contractor, his agents, servants or employees in the execration or performance of said Contract The applicable provisions of Section 256.05 and 713.01 Florida Statutes apply to this bond. • Revised 5/V06 2. Whenever Contractor shall be, and declared by Owner to be in default under the Contract, the Owner having performed Owner's obigations thereunder, the SURETY may promptly remedy the default or shall promptly: A Complete the Contract in accordance with its terms and conditions; or B. Obtain a bid or bids for completing the Contract in accordance with is terms and conditions, and upon determination by SURETY of the lowest responsible bidder, or, if the Owner elects, upon determination by the Owner and the SURETY jokey of the lowest • responsible bidder, arrange for a Contract between such bidder and the Owner. SURETY shall make available as the work progresses (even though there should be a default or a succession of defaults under the Contract or Contracts of completion arranged under this Paragraph) sufficient funds to pay the costs of completion, Including other costs and damages for which the SURETY may be table hereunder, the amount set forth In the fist paragraph hereof. 3. Any charges In or under the Contract Documents and compliance or noncompliance with any formates connected with the Contract or the changes shall not affect SURETY'S obligation under this bond. Any increase in the total Contract amount as authorized by the Owner shall accordingly increase the SURETY'S obigation by the same dollar amount of said increase. The Principal shall be responsible for notification to SURETY of all such changes. 4. The undersigned expressly acknowledges its obligations and Gabiiities for liquidated damages suffered by the Owner under the provisions of the Contract Documents. 5. The undersigned, covenant and agree that no change, extension of time, exercise of options for Contract renewals, changes to Contract amounts, alterations or additions to the temps of the Contract or the work to be performed thereunder, or the specifications accompanying the same shall In any way affect their obligation on this bond, and the SURETY does hereby expressly waive notice of any such change, extension of time. change to Contract amount alteration, or addltion. Moreover, no alterations or additions to this bond form shall be binding unless specifically agreed to In writing by the parties. • 6. The Contractor shall save the Owner harmless from any and all damages, ems and oosts which may arise by virtue of any defects in said work or materials within a period of one (1) year from the date of Final Completion of the Project. Signed and sealed this the day of MA L c:{ .2013 . •►U' TO .P:. IPAL WITNESS: ... alit C• • -tom• ? Inc. itt" NU. AO ' � BY /i Mike Vice President Type Name and Title American Safety Casualty Insurance Company -SBA C & D insurance &sonde, inc. SURETY AGENT FOR ZETY � ( si ure BY: air, nf ``4, - AGENCY ADDRESS: 3491 Pall Mall Drive suite 204 Carol A. Hopson SURETY ADDRESS: 23901 Calabasas Rd #1085 Jacksonville Florida 32257 Calabasas CA 91302 PHONE 904 -292 -0803 Licensed Florida Insurance Agent? Yes X No License Number: Al23031 STATE OF Florida } COUNTY OF Duval ) SS CITY OF Jacksonville Before me arol A , ar Notar Popsoublcic n duly commissioned, qualified and acting personally, appeared: • C to me %el known, who being by me fib duy sworn upon oath says that he is Attomey-n -Fact for American Safety Casualty Insurance Company -SBA as Surety, and that he has been authorized by said Surety to execute the foregoing Performance Bond on behalf of the Principal (Contractor} named therm in favor of the owner. S u b s c fi ' i b e d and s w o p ? me tpif the ��"-• day of March , 20 13 L Donna Mary Public R alll t (Print, Type or Stamp Commissioned Name of Notary Public) i ►o Notary Public Statsof Florida * Donna C. Rayon Personally Known X or Produced Identification My Commission DD 811110S7 Type of Identification: • 1 • PAYMENT BONO BOND NUMBER SBA 850615 KNOW ALL MEN BY THESE PRESENTS that mannecomnictor Sanalil Construction, Inc. 8129 Canyon Lake Circle Orlando,Florida 32835 Address phone Number 407- 367 -8196 Corporation, Partnership or Individual Thereinafter caged Contractor, as Principal, and Name and Address of Surly American Safety Casualty Insurance Co. -SSA 23901 Calabasas Rd. #1084 Calabasas CA 91302 hereinafter called SURETY , as SURETY, are held and f bound unto Orange County, 400 East South Street, Orlando, FL 32801, (407) 836 -5635 a Political Subdivision of the State of Florida as Obligee, in the fill and just sum of 3_1,484,100_, lawful money of the United States of America, to the payment of which sum, well end truly to be made, the Contractor and SURETY bind themselves, their representatives, and each of their heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. YEAS the Contractor has entered into Contract No. Y13 -131 -B with the - County", also referred to . urnty' heroin as the OWNER, for the project end SIDEWALK REPAIR AND REPLACEMENT a, at any location within Orange County, Florida with conditions and provisions as are further described in the aforementioned Contract, which Contract is by reference made a part hereof for the purpose of explaining this bond. General description of the Work: Work under this contract consists of the removal and replacement of existing damaged sidewalks, driveway approaches, pedestrian ramps and curbs, or the construction of new sidewalk areas where no previous sidewalks misled, on an as needed basis. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS such that If Contractor shall promptly make payments to all claimants for any and all labor and material used or reasonably required for use or furnished in connection with the performance of said Contract, and shall perform al other covenants and obligations of this bond, then this obligation shall be void; otherwise it shall remain in full force and effect. 1. The undersigned shall promptly make payment to all persons supplying services, Tabor, material or supplies used directly or indirectly by said Contractor, or any subcontractor(s) or sub - suboontractor(s), in the prosecution of the work provided for in said Contract. 2. Subject to the Owner's priority, claimants covered by Section 713.01 of the Florida Statutes shall have a direct right of action against the Principal and SURETY under this oblation, after written notice of the performance of tabor or delivery of materials or supplies, and non - payment therefore. My claimant who seeks to recover against the Principal or SURETY under this Obligation must also satisfy the notice requirement and time limitations of Section 255.05 of the Florida Statutes, as amended. 3. The undersigned, covenant and agree that no change, extension of time, exercise of options for Contract renewals, change to Contract amounts, alterations or additions to terms of the Contract or the work to be performed thereunder, or the speclicedone accompanying the same shall in any way affect their obligation on this bond and the SURETY does hereby expressly waive notice of any such change, extension of time, exercise of options for Contract renewal, changes to Contract amount, altematioons or additions. Moreover, no aiterations or additions to this bond form shall be binding unless specifically agreed to in writing by the parties. The applicable provisions of Sections 285.05 and Florida Statutes apply to this bond. • Revised 5/2/16 4. Any changes in or under the Contract Documents and compliance or noncompliance with any formalities connected with the Contract or the changes shall not affect SURETY'S obligation under this bond. Any increase In the total Contract amount as authorized by the Owner shall scowlingly increase the SURETY'S obt'ganon by the same dollar amount of said increase. The Principal shalt be responsible for neon to SURETY of all such c hangee. i Signed and sealed this the it day of March , 20 13 CONTRACTOR, AS PRINCIPAL: WI Sane Constru tion/ nc/ • By: Sig nature Mike / . Vice President Type Name and ThIe American Safety Casualty Insurance Co. -SBA C & D Insurance & Bonds, Inc. SURETY: A T FOR SURETY: BY: (am' € ()'I t`' i Signature BY: C AGENCY ADDRESS: 3491 Pall Mall Drive Suite 204 ta A. o pson SURETY ADDRESS 23901 Calabasas Rd. Jacksonville Florida 32257 #1085 Calabasas CA 93102 PHONE NO. 9n4- 292 -0Ani Licensed Florida insurance Agent? Yes x No License Number Al23031 STATE OF Florida ) COUNTY OF Duval ) SS CITY OF Jacksonville Before me, a Notary Public duly commissioned, qualified and acting personally, appeared: Carol A Hopson to me well known, who being by me first duly sworn upon oath says that he is Attorney -In -Fact for American safety Casualty Insurance Company -SBA as Surety, and that he has been authorized by said Surety to execute the foregoing Payment Bond on behalf of the Principal (Contractor) named therein favor of the owner. Subscribed and sworn to beforre this the ,f day of March , 20 13. Notary Public AO P ut, Notary Polak State ofRorida Donna C Royal l' Donna C. RoyoU (Print, Type or Stamp Commissioned Name of Notary Public) * , 44 : ` My Commission DD 1811057 � ` * Exp1res05/04/2013 Personably Known x or Produced identification (Type) ZS/ Number sB.�8506i5 AfABECANSVVYMOMMCE .. POWER OF ATTORNEY KNOW AU. MEN BY THESE PRESENTS. that American Safety Casualty Insurance Company has made, constduted and appointed, and by these presents does make, constitute and appoints Carol Hopson tts true and lawful attomey -in -fact, for it and its name, place, and stead to execute on behalf of the said Company, as surety, bonds, undertaking and contracts of suretyship to be given to ALL OBLIGEES provided that n bond or undertaking or contract of suretyship executed under this authority shall exceed in amount the sum of , 1,484,100.00 (McMillian Four Hundred Eighty Four Thousand One Hundred Dollars This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of the Company of the 25th day of April, 2012. RESOLVED, that the President in conjunction with the Secretary or any Assistant Secretary may appoint attomeys- in-fact or agents with authority as defined or imlted in the instrument evidencing the appointment in each case, for and on behalf of the Company, to execute and deliver and affix the seal of the Company to bands, undertakings, recognizances, and suretyship obligations of al kinds; and said officers may remove any such attorney -in- fad or agent and revoke any power of attomey previously granted to such persons. RESOLVED FURTHER, that any bond, undertaking, recognizance, or suretyship obligation shall be valid and binding upon the Company: () when signed by the President or any Yoe- President and attested and sealed (if a seal is required) by any Secretary or Assistant Secretary or (I) when signed by the President or any Vice- President or Secretary or Assistant Secretary. and counter- signed and sealed (if a seal is required) by a duly authorized • attomey-in-fact or agent or (m) when duly executed and sealed (f a seat Is required) by one or more b« the limits of the authority evidenced by the power of attorney issued by the Comps Y to such n person or agents pursuant to and within Perso or persons. RESOLVED FURTHER, that the signature of any authorized officer and the seal of the Company may be affixed by facsimile to any power of attorney • or certification thereof authorizing the execution and delivery of any bond, undertaking, recognizance, or other suretyship obigations of the Company; and such signature and seal when so used shall have the same force and effects as though manually affixed. IN WITNESS WHEREOF, American Safety Casualty insurance Company has caused its official seal to be - - affixed, and these presents to be signed by its President and attested by its Secretary this 25th day of Apci, 2012. 1 1 • 7 s ' Attest • Ci litN Inf• - `,-.7 - - t '''; II t (a.t I r \ . Ambuj Jain e.- , . Joseph D. Jr. 3 r ' . STATE OF GEORGIA � IP } �n •� �` . COUNTY OF COBB ) naraatua_. On this 25th day of April, 2012, before me personally came Joseph D. = . • me known, who. being by me duly sworn, did depose and say that he is the President of American Safety Casualty Insurance • • ' `i `�, . -.. in and which executed the above Instrument; that he knows the seal of the said ration; that the seal affixed to the - • d s �� � seal; that is was an affixed by order of the Board of Directors of said corporation and that he signed his name thereto ` '. s • 9 t �L �� L C $ ! airl / i � ee I, the undersigned, Secretary of Ameican Safety Casualty. Insurance Nan Oklahoma corporation, DO HEREBY CERTIFY, that the foregoing and attached Power of Attomey remains in full force and has not been revoked; and furthermore that the Resolution of the Board of Directors, set forth in the said Power of Attorney, Is now in force. Signed and sealed in the City of Atlanta, In the State of Georgia - . - .,re.' . - �. Dated this d /'ct ay of /r'' l �( 2,`: (..4 1 1049 - ti Wil • Ambuj Jain ORIGINALS OF THIS POWER CF ATTORNEY ARE PRINTED WTH RED NUMERICAL NUMBERS DUPLICATES SHALL HAVE. THE SAME FORCE AND EFFECT AS AN ORIGINAL ONLY WHEN ISSUED IN CONJUCTION WITH THE ORI IC.IAL For Skiff Use Specific Project Expenditure Repon (Revised November 5. 2010) Initially submitted on For use as of March I. 2011 Updated On SIDEWALK REPAIR AND REPLACEMENT 11 Case or Bid No. V13 - 131 -J2 ORANGE COUNTY SPECIFIC PROJECT EXPENDITURE REPORT This lobbying expenditure form shall be completed in full and filed with all application submittals. This form shall remain cumulative and shall be filed with the department processing your application. Forms signed by a principal's authorized agent shall include an executed Agent Authorization Form. This is the initial Form: This is a Subsequent Form: Part 1 Please complete all of the following: Name and Address of Principal (legal name of entity or owner per Orange County tax rolls): Sanalil Construction, Inc. 8129 Canyon Lake Cir. Orlando. FL 32835 Name and Address of Principal's Authorized Agent. if applicable: List the name and address of all lobbyists, consultants, contractors, subcontractors, individuals or business entities who will assist with obtaining approval for this project. (Additional forms may be used as necessary.) 1. Name and address of individual or business entl9 : Are they registered Lobbyist? Yes or No ./ 2. Name and address of individual or business entl •: Are they registered Lobbyist? Yes _ or No J 3. Name and address of individual or business en v: Are they registered Lobbyist? Yes _ or No J 4. Name and address of individual or business enj Are they registered Lobbyist? Yes _ or No J J 5. Name and address of individual or business entity: • Are they registered Lobbyist? Yes _ or No J 6. Name and address of individual or business ent y: Are they registered Lobbyist? Yes _ or No • 7. Name and address of individual or business ern' y: Are they registered Lobbyist? Yes ___. or No 8. Name and address of individual or business ent Are they registered Lobbyist'? Yes _ or No �! AVlACN%IENT F Page 1 of 3 For .514t /J Use (hill': Specific Project Expenditure Report (Revised November 5. 2010) Initially submitted on For use as of March 1. 2011 Updated On SIDEWALK REPAIR AND REPLACEMENT I1 Case or Bid No. Y13 - 131 - J2 Company Name: Sanalil Construction, Inc. Part 11 Expenditures: For this report, an "expenditure" means money or anything of .slue given by the principal and /or his/her lobbyist for the purpose of lobbying, as defined in section 2-351. Orange County Code. This may include public relations expenditures including, but not limited to. petitions, fliers. purchase of media time. cost of print and distribution of publications. However. the term 'expenditure" does not include: • Contributions or expenditures reported pursuant to chapter 106. Florida Statutes: • Federal election law. campaign- related personal services provided without compensation by individuals volunteering their time: • Any other contribution or expenditure made by or to a political party: • Any other contribution or expenditure made by an organization that is exempt from taxation under 26 U.S.C. s. 527 or s. 501(c)(4). in accorcance with s.112.3215, Florida Statutes: and /or • Professional fees paid to registered lobbyists associated with the project or item. The following is a complete list of all lobbying expenditures and activities (including those of lobbyists. contractors. consultants, etc.) incurred by the principal or his /her authorized agent and expended in connection with the above - referenced project or issue. You need not include de minimus costs (under $50) for producing or reproducing graphics, aerial photographs, photocopies, surveys, studies or other documents related to this project. Date of Name of Party Description of Activity Amount Expenditure Incurring Paid Expenditure N/A TOTAL EXPENDED THIS 5 REPORT ATTA(II %,ENT F Page 2 of 3 For .Stuf / Use Only: Specific Project I:\pcnditure Report 1Re%ised No%rmher 5. 2010) Initially submitted on For use as or March 1.201 1 Updated On SIDEWALK REPAIR AND REPLACEMENT I1 Case or Bid No. Y13 -131 -J2 Company Name: Sanalil Construction, Inc. Part III ORIGINAL SIGNATURE AND NOTARIZATION REQUIRED 1 hereby certify that information provided in this specific project expenditure report is true and correct based on niy knowledge and belief. I acknowledge and agree to comply with the requirement of section 2-354. of the Orange County code. to amend this specific project expenditure report for any additional expenditure(s) incurred relating to this project prior to the scheduled Board of County Commissioner meeting. 1 further acknowledge and agree that failure to comply with these requirements to tile the specific expenditure report and all associated amendments may result in the delay of approval by the Board of County Commissioners for my project or item. any associated costs for which 1 shall be held responsible In accordance with s. 837.06. Florida Statutes. I understand and acknowledge that whoever knowingly makes a false statement i iting- ith the intent to mislead a public servant in the performance of his or her official duty shall - guilty of a rrtisdemeano second degree. punishable as provided in s. 775.082 or s. 775.083. t rida Statutes. .t Date: I 1 / Z , /1 2 — / cipal or C Principal's Authorized Agent (check appropriate box) PRINT NAME AND TITLE: Manoochehr Rahmankhah (Mike) STATE OF , uc- : COUNTY OF : l,ce 'f that �th�e f�regoi nstnlment w owled_ed before me thisc.2ay of / ��r �L 20/2--by / �it_f ;hkl1 t�she ersonalh know to me or has pee /Y1( ed ed emb- �ul7,gtrf dec identification and did /did not take an oaZTt': et/I r G Witness my hand and official seal in the county and st. a sjated above nth - of ray•of in the year a0 /7 . 4 �� • DONNA M. LIES gy cOAlttpsslONsEE133797 Sign ire of Notary Public ✓ (N tatiP8tES:Novembul, Notary Public for the State of '6 "+yR lonionitivdturfunteg M) Commission Expires: ?(,lt/ (` , p.OIS Staff signature and date of receipt of fore) Staff reviews as to form and does not attest to the accuracy or veracity of the information provided herein. :vrr.artnlE\r F Page 3 of 3 • For Skiff Use Only: Spixilic Project Expenditure Report (Revised November 5.201ti) Initially submitted on For use as of March I. 20 I I Updated On SIDEWALK REPAIR AND REPLACEMENT II Case or Bid No. Y13 -131 -J2 . FREOUENTI,Y ASKED OIIESTIONS (FAO) ABOUT THE SPECIFIC PROJECT EXPFNDITIIRE REPORT Updated 3 -1 -11 WHAT IS A SPECIFIC PROJECT EXPENDITURE REPORT (SPR)? A Specific Project Expenditure Report (SPR) is a report required under Section 2- 354(b) of the Orange County Lobbying Ordinance. codified at Anicle X of Chapter 2 of the Orange County Code, reflecting all lobbying expenditures incurred by a principal and his /her authorized agent(s) and the principal's lobbyist(s). contractor(s), subcontractor(s). and consuitant(s). if applicable. for certain projects or issues that will ultimately be decided by the Board of County Commissioners (BCC). Matters specifically exempt from the SPR requirement are ministerial items. resolutions, agreements in settlement of litigation natters in which the County is a party. ordinances initiated by County staff, and some procurement items. as more fully described in 2.20 of the Administrative Regulations. Professional fees paid by the principal to his/her lobbyist for the purpose of lobbying need not be disclosed on this form. (See Section 2- 354(b). Orange County Code.) WHO NEEDS TO FILE THE SPR? The principal or his/her authorized agent needs to complete and sign the SPR and warrant that the information provided on the SPR is true and correct. A principal that is a governmental entity does not need to tile an SPR. HOW ARE THE KEY RELEVANT TERMS DEFINED? Expenditure means "a payment. distribution, loan. advance, reimbursement, deposit, or anything of value made by a lobbyist or principal for the purpose of lobbying. This may include public relations expenditures (including but not limited to petitions. tl■ers. purchase of media time. cost of print and distribution of publications) but does not include contributions or expenditures reported pursuant to Chapter 106, Florida Statutes, or federal election law. campaign- related personal services provided without compensation by individuals volunteering their tine. any other contribution or expenditure made by or to a political party. or any other contribution or expenditure made by an organization that is exempt from taxation under 26 U.S.C. s.' 527 or s. 501(c)(4)." (See Section 1 12.3215. Florida Statutes.) Professional fees paid by the principal to his/her lobbyist for the purpose of lobbying are not deemed to be "expenditures." (See Section 2-354. Orange County Code.) Lobbying means seeking to encourage the approval. disapproval. adoption, repeal. rescission, passage, defeat or modification of any ordinance. resolution. agreement. development permit. other type of permit. franchise, vendor. consultant. contractor. recommendation. decision or other foreseeable action of the [BCC].' and "include[s] all communications, regardless of whether initiated by the lobbyist or by the person being lobbied, and regardless of whether oral. written or electronic." (See Section 2 -351, Orange County Code.) Furthermore. lobbying means communicating "directly with the Attachment F FAQs County Mayor, with any other member of the [BCC]. or with any member of a procurement committee." (See Section 2 -351. Orange County Code.) Lobbying also means communicating "indirectly with the County Mayor or any other member of the [BCC]" by communicating with any staff member of the Mayor or any member of the BCC. the county administrator, any deputy or assistant county administrator. the county attorney, any county department director. or any county division manager. (See Section 2 -351. Orange County Code.) Lobbying does not include the act of appearing before a Sunshine Committee. such as the Development Review Committee or the Roadway Agreement Committee other than the BCC. Principal means the person, partnership. joint venture. trust. association, corporation, governmental entity or other entity which has contracted for, employed, retained, or otherwise engaged the services of a lobbyist." Principe,/ may also include a person, partnership. joint venture, trust. association, corporation. limited liability corporation. or other entity where it or its employees do not qualify as a lobbyist under the definition set forth in Section 2 -351 of the Orange County Code but do perform lobbying actin ities on behalf of a business in which it has a personal interest. DOES THE SPR NEED TO BE UPDATED IF INFORMATION CHANGES? Yes. It remains a continuing obligation of the principal or his /her authorized agent to update the SPR whenever any of the information provided on the initial form changes. WHERE DO THE SPR AND ANY UPDATES NEED TO BE FILED? The SPR needs to be filed with the County Department or County Division processing the application or matter. If and when an additional expenditure is incurred subsequent to the initial filing of the SPR, an amended SPR needs to be tiled with the County Department or County Division where the original application. including the initial SPR. was filed. WHEN DO THE SPR AND ANY UPDATES NEED TO BE FILED? In most cases, the initial SPR needs to be filed with the other application forms. The SPR and any update must be filed with the appropriate County Department or County Division not less than seven (7) days prior to the BCC hearing date so that they may be incorporated into the BCC agenda packet. (See Section 2- 354(b). Orange County Code.) When the matter is a discussion agenda item or is the subject of a public hearing, and any additional expenditure occurs less than 7 days prior to BCC meeting date or updated information is not included in the BCC agenda packet, the principal or his/her authorized agent is obligated to verbally present the updated information to the BCC when the agenda item is heard or the public hearing is held. When the matter is a consent agenda item and an update has not been made at least 7 days prior to the BCC meeting or the update is not included in the BCC' agenda packet, the item will be pulled from the consent agenda to be considered at a future meeting. II Attachment F FAQs WHO WILL BE MADE AWARE OF' THE INFORMATION DISCLOSED ON THE SPR AND ANY UPDATES? The information disclosed on the SPR and any updates will be a public record as defined by Chapter 119, Florida Statutes. and therefore may be inspected by any interested person. Also, the information will be made available to the Mayor and the BCC members. This information will accompany the other information for the principal's project or item. CONCLUSION: We hope you find this FAQ useful to your understanding of the SPR. Please be informed that in the event of a conflict or inconsistency between this FAQ and the requirements of the applicable ordinance governing specific project expenditure reports. the ordinance controls. Also, please be informed tF.at the County Attorney's Office is not permitted to render legal advice to a principal. his/her authorized agent. or any other outside party. Accordingly. if after reading this FAQ the principal, his/her authorized agent or an outside party has any questions, he /she is encouraged to contact his/her own legal counsel. • Attachment F FAQS For Sluff Use Only: (K' CI: FORM 2P Date Submitted FOR PR()CUREMENT- RELATED IT .MS (NoNemher 5. 201o) Date Updated For use after Nlurch 1.2011 Bid Number Y13 -131 -J2 RELATIONSHIP DISCLOSURE FORM FOR USE WITH PROCUREMENT ITEMS. EXCEPT THOSE WHERE THE COUNTY IS THE PRINCIPAL OR PRIMARY APPLICANT For procurement items that will cone before the Board of County Commissioners for final approval, this form shall be completed by the bidder. offerer. quoter or respondent and shall be submitted to the Purchasing and Contracts Division by the bidder. offerer. quoter or respondent. In the event any information provided on this form should change. the applicant must file an amended form on or before the date the item is considered by the appropriate board or body. Part 1 INFORMATION ON APPLICANT (BIDDER, OFFEROR, QUOTER, PROPOSER, OR RESPONDENT): Legal Name of Applicant: Sanalil Construction, Inc. Business Address (Street/P.O. Box. City and Zip Code): 8129 Canyon Lake Cir Orlando. FL 32835 Business Phone ( 407) 872 -7000 Facsimile (407) 442 -0719 INFORMATION ON APPLICANT'S AUTHORIZED AGENT, IF • APPLICABLE: (Agent Authorization Form also required to be attached) Name of Applicant's Authorized Agent: Business Address (Street /P.O. Box. City and Zip Code): Business Phone ( ) Facsimile ( ) _ ArIAC11NlENT G PAGE: t OF3 For Stuff Use Only: cx• CE 2P Date Submitted F<1R PROCUREMIiNF- RELATED ITt MS (Nol mho ?. 20lin Date Updated For use after .larch 1.2011 Bid Number Y13 -131 -J2 Company Name: Sanalil Construction. Inc. Part II IS THE APPLICANT A RELATIVE OF THE MAYOR OR ANY MEMBER OF THE BCC? YES x NO IS THE MAYOR OR ANY MEMBER OF THE BCC THE APPLICANT'S EMPLOYEE? YES x NO IS THE APPLICANT OR ANY PERSON WITH A DIRECT BENEFICIAL • INTEREST IN THE OUTCOME OF THIS MATTER A BUSINESS ASSOCIATE OF THE MAYOR OR ANY MEMBER OF THE BCC? YES x NO If you responded "YES" to any of the above questions. please state with whom and explain the relationship: (Use additional sheets of paper if necessary) ATTACHMENT G PACE 2 OF 3 • For Stoll Use On11•: cx cl? FORM 21' Date Submitted FOR PROCUREMI :NI- RI :I.A I t I) 1 Fl .MS (No%cmtkr 5. 20141) Date Updated For use after March t, 2011 Bid Number Y13 -131 -J2 Company Name: Sanali; Construction. Inc. Part III ORIGINAL SIGNATURE AND NOTARIZATION REQUIRED I hereby certify that information provided in this relationship disclosure form is true and correct based on my knowledge and belief. If any of this information changes, 1 further acknowledge and agree to amend this relationship disclosure form prior to any meeting at which the above - referenced project is scheduled to be heard. In accordance with s. 837.06, Florida Statutes. 1 understand and acknowledge that whoever knowingly makes a false statetnent.in writing with the intent to mislead a public servant in the performance of his or her - official duyy sha_ -.e gui y'of a misdemeanor in the second degree, punishable as provided in s. 775.0.$ 0 775 - i . Florida Statutes. /� Date: /1 /2 12- .. - Applicant Print Name and Title of Person completing this Corm: Vlanoochehr Rahmankhah (Mike) STATE OF ; LIAJ : COUNTY OF Alma I certify that the foregoing instrument was acknowledged before me this 9 day of 20/2--by lrUmocheitr i ithait . /she is per y -now to me or has produced as identification and did/di ii W�t an oath. Milt— Witness my hand and official seal in the county and .tate stated a on the c { _ day of . in the year c ,2A . 1// • !4 .1 . • V e""' DONNA M.LLES Si rn e of I o t a Pub lc ������ * � AISS gNi EE133787 Notary Public for the State of .�•b""�` L( .. , ES: November 1, 2015 4 TM„ W Seticts My Commission Expires: /l0 viAga..Alh 7 j kU I b Staff signature and date of receipt of form Staff reviews as to form and does ..:r -;t es! ,.cc_.. or :ec..:_'z of the information provided herein. ATTACHMENT G PAGE 3 OF 3 E VERIFICATION CERTIFICATION IFB NO. V13- 131 -J2 NAME OF CONTRACTOR: Sanalil Construction, Inc. (referred to herein as "Contractor") ADDRESS OF CONTRACTOR: 8129 Canyon Lake Cir • Orlando, FL 32835 The undersigned does hereby certify that the above named contractor: 1. Is registered and is using the E-Verify system: or 2. Does not have any employees and does not intend to hire any new employees during the period of time that the contractor will be providing services under the contract and consequently is unable to register to use the E- Verify system: or 3. Employs individuals that were hired prior to the commencement of providing labor on the contract and does not intend to hire any new employees during the period of time that the contractor will be providing labor under the contract. and consequently is unable to use the E- Verify system. The undersigned acknowledges the use of the E- Verify system for newly hired employees is an ongoing obligation for so long as the contractor provides labor under the contract and that the workforce eligibility of all newly hired employees will be properly verified using the E- Verify system. In accordance with Section 837.06, Florida Statutes, Contractor acknowledges that whoever knowingly makes a false statement in writing with the intent to mislead a public servant in the performance of his or her.officbd- duties shall be guil a misdemeanor in the second degree, punishable as provided in Section 775 :2 ction 775.083, Florida Statutes. AUTHORIZED SIGNATURE: - /r NAME: Manoochehr Rahmankhah TITLE: Vice President A 1 DATE: 1 //0 % 7� • ATTACHMENT H THIS PAGE LEFT INTENTIONALLY BLANK PART F GENERAL CONDITIONS ARTICLE 1 - THE CONTRACT The Contract Documents are identified in the Contract, Part E. Titles, Subtitles, Headings, Running Headlines, Table of Contents, and Indexes are printed in the Contract Documents merely for convenience. ARTICLE 2 - DEFINITIONS The words and expressions (or pronouns used in their stead) defined in this Article shall, wherever they appear in the Contract Documents, be construed as follows unless a different meaning is clear from the context. "Addenda" shall mean any additional solicitation provisions issued in writing by the County prior to the date and time for bid openings. "Bid Proposal" shall mean the offer of proposal of the Bidder submitted on the prescribed form setting forth the prices for the Work to be performed. "Bidder" shall mean any person, firm or corporation submitting a Bid for the Work. "Board of County Commissioners" shall mean the Board of County Commissioners, Orange County, Florida, or their duly authorized representative(s). "Change Order" shall mean a written order to the Contractor, signed by the County, authorizing an addition, deletion or revision in the Work, or an adjustment in the Contract and /or Delivery Order, or the Contract Performance Period or Completion Time issued after execution of the Contract or issuance of a Delivery Order. "Completion Time" shall mean the number of days specified on a Delivery Order for completion of the Work on that delivery order. "Contract" shall mean the written agreement between the County and the Contractor covering the Work to be performed; the Contract will be attached to and made a part of the Contract Documents. "Contractor" shall mean successful Bidder (and vice versa), whether a corporation, firm, individual or any combination thereof, and its (or their) successors, personal representatives, executors, administrators and assigns. "Contract Amount" shall mean the total estimated award amount. The term "Contract Price" where used in the Contract Documents refers to the Contract Amount. "Contract Float" shall mean the number of days that an activity or a sequence of activities does not necessarily have to start or end on the scheduled dates to maintain the schedule, or as a minimum, the number of days that an activity may be delayed from its early start date without delaying completion of the Work beyond the Contract Time for Substantial Completion or Final Acceptance. F -1 "Contract Performance Period" shall mean the overall performance period of this Contract. "County" shall mean the Board of County Commissioners, Orange County, Florida, or their duly authorized representative(s), for whom the Contract Work is being performed. "Day" shall mean one calendar day when used in the Contract Documents. "Defective Work" shall mean (a) Work that is unsatisfactory, deficient or damaged, does not conform to the Contract Documents, or does not meet the requirements of any inspection, test or approval, or (b) Work associated with punch list items that the Contractor fails to complete within a reasonable time after issuance of the punch list by the Project Manager. "Delivery Order" shall mean any order issued against the basic Contract for construction work in accordance with its terms and conditions. "Drawings" shall mean any drawings issued in conjunction with a Delivery Order to illustrate or further define the work. "Final Acceptance" shall mean acceptance of the Work specified on an individual Delivery Order by the County upon the expiration of the warranty period as stated in the Contract Documents. "Final Completion" shall mean acceptance of the Work by the County as evidenced by its signature upon final Certificate of Completion and approval thereof by the Board of County Commissioners. The final Certificate of Completion shall be signed only after the County has assured itself by tests, inspection or otherwise that all of the provisions and requirements of the Contract have been carried out to its satisfaction. "Notice" shall mean written Notice. Notice shall be served upon the Contractor either personally or by leaving the said Notice at his residence, or place of business, or with his Agent in charge of the Work, or addressed to the Contractor at the residence or place of business given in the Bid and deposited in a postpaid wrapper in any post box regularly maintained by the United States Post Office. "Notice of Award" shall mean the written notice of award of the Contract given by the County to the apparent successful Bidder. "Project Manager" shall be the duly authorized representative of the County during the construction period and is named in Article 10. "Shop Drawings" shall mean all drawings, diagrams, illustrations, brochures, schedules, and other data which are prepared by the Contractor, a Subcontractor, a manufacturer, supplier or distributor and which illustrate the equipment, material and /or some portion of the work. "Site" shall mean the area upon or in which the Contractor's operations are carried on and such other areas adjacent thereto as may be designated as such by the Project Manager. F -2 "Specifications" shall mean parts of the Contract Documents identified as "Specifications" and organized into Divisions. The specifications include general requirements and technical descriptions of materials, equipment, construction systems, standards and workmanship. The term "Technical Provisions" where used in the Contract Documents refers to the Specifications. "Subcontractor" shall mean any person, firm or corporation other than employees of the Contractor who or which contracts with the Contractor to furnish, or actually furnishes labor, materials and /or equipment for the work. "Substantial Completion" shall mean the completion of the Work by the Contractor to the point where the County may make beneficial use of the Work. "Surety" shall mean any corporation that executes, as Surety, the Contractor's Bid Bond and /or Payment and Performance Bonds securing the performance of this Contract, if required. "Work" shall mean any and all obligations, duties and responsibilities necessary to the successful completion of the construction assigned to or undertaken by the Contractor under the Contract documents, including the furnishing of all labor materials, equipment, and other incidentals. ARTICLE 3 - NO ASSIGNMENT OF CONTRACT The contractor may not make any assignment of the contractual agreement between the parties, in whole or in part, without prior written authorization as may be given by the County, at its sole discretion. No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without written consent of the party sought to be bound; and specifically but without limitation, monies that may become due and monies that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. ARTICLE 4 - QUOTATIONS, DELIVERY ORDER AMOUNT, PERFORMANCE PERIOD, PRE - CONSTRUCTION CONFERENCE The County shall issue a written Request for Quotation to the Contractor based upon a specific requirement for work that is within the scope of this Contract. The Contractor shall within seven (7) calendar days visit the site, if needed, and submit a written quotation to the County, based solely upon the unit prices contained in the Bid Item Schedule, Part D. The Contractor shall also provide with the quotation a proposed completion time (in number of days) for the project. The Project Manager shall review the quotation, negotiate quantities and /or completion time as needed, and, upon acceptance of the quotation, issue a Delivery Order to the Contractor. The Delivery Order shall specify the number of days to completion for the work covered by the Delivery Order. F -3 Pre - construction (Pre -work) Conference: Within 20 days after the effective date of the Contract, but before Contractor starts the Work at any site, a conference attended by Contractor, Project Manager, other personnel as required and others as appropriate will be held to discuss such topics as may include, but not limited to; schedules, procedures for handling Shop Drawings and other submittals, processing of invoices, maintenance of traffic, initiation of coordination with affected utilities, and to establish a working understanding among the parties as to the Work. ARTICLE 5 - INTERPRETATION AND INTENT OF THE CONTRACT DOCUMENTS It is the intent of the Specifications and Drawings (if applicable) to describe a the work to be constructed in accordance with the Contract Documents. However, the County makes no representation or warranty of any nature whatsoever to the Contractor concerning Y Y g such documents. The Contract Documents are complementary; what is called for by one is as binding as if called for by all. If the Contractor finds a conflict, error or discrepancy in the Contract Documents, he should call it to the Project Manager's attention in writing before proceeding with the work affected thereby. Any work that may reasonably be inferred from the applicable Specifications or Drawings as being required to produce the intended result shall be supplied whether or not it is specifically called for. Work, materials or equipment described in words which so applied have a well -known technical or trade meaning shall be deemed to refer to such recognized standards. In case of conflict the more stringent requirements shall take precedence and govern. ARTICLE 6 - REFERENCE POINTS (If Applicable) Availability of Lands: The County will furnish, as indicated in the Contract Documents and not later than the date when needed by the Contractor, the lands upon which the Work is to be done, rights -of -way for access thereto and such other lands which are designated for the use of the Contractor. Easements for permanent structures or permanent changes in existing facilities will be obtained by the County unless otherwise specified in the Contract Documents. If the Contractor believes that any delay in the County's furnishing these lands or easements entitles him to an extension of the Contract time, he may make a claim therefore as provided in Article 13. The Contractor will provide for all additional lands and access thereto that may be required for temporary construction facilities or storage of materials and equipment. The Project Manager will upon request furnish to the Contractor copies of all available boundary surveys and subsurface tests. Unforeseen subsurface conditions: The Contractor will promptly notify the Project Manager in writing of any subsurface or latent physical conditions at any site which may differ materially from those indicated in the Contract documents. The Project Manager will promptly investigate those conditions and advise the Contractor in writing if further surveys or subsurface tests are necessary. promptly thereafter, if needed, the Project Manager will obtain the necessary additional surveys and tests and furnish copies to the Contractor. If the Project Manager finds that the results of such surveys or tests indicate subsurface or latent physical conditions differing significantly from those indicated in the Contract documents, a change order shall be issued incorporating the necessary revisions. F -4 Reference points: The Contractor shall be responsible for all field survey work that is needed for the execution of the work and the completion of this project as specified herein. All survey Work shall be done under the supervision of a Registered Professional Surveyor and Mapper. The County shall furnish, one time, a set of permanent reference markers to form the basis for the above Contractor's survey. All section corners and quarter section corners falling within the limits of this project shall be perpetuated by a Florida Registered Surveyor and Mapper. a. All such corners falling within or on the boundaries of this project shall have reference ties made, certified to and submitted to the County surveyor, Orange County, Florida, prior to the commencing of construction. b. Upon completion of construction and prior to final acceptance by the County, certified corner records shall be submitted to the department of natural resources in compliance with Florida Statutes, Chapter 177.507 and a copy of said certified corner record shall also be submitted to the Orange County surveyor. Said corner records shall reflect the corner as perpetuated and which shall meet these minimum standards: 1. If the corner falls in asphalt or concrete construction, the corner shall be a 2 1/4" metal disc marked according to standard government practices and set in concrete no less than 18" in depth and shall be encased in an adjustable 5 1/4" diameter or larger valve box raised to the finished surface of construction. 2. If the corner falls at any other location, it shall be a 4" x 4" concrete monument no less than 23" long with a 2 1/4" metal disc marked according to standard government practices. The top of said monument shall be set flush with the ground (±0.5' depending on conditions). Any U.S.C. and G.S. monument within limits of construction are to be protected. if monuments are in danger of damage, the Contractor shall contact the Project Manager and the Orange County Surveyor prior to the commencing of construction. Payment for all necessary survey work shall be included in the Bid as part of the Contractor's base Bid. ARTICLE 7 - BONDS AND INSURANCE AND INDEMNIFICATION Payment and Performance Bonds: The CONTRACTOR shall execute and deliver to the County the Payment and Performance Bonds (see Part C, 2 -h) included herein as security for the faithful performance and completion of the Work and payment for all materials and labor furnished or supplied in connection with all Work included in the Contract Documents. These Bonds shall be in amounts at least equal to the Contract Amount, shall name the County as obligee and shall be in such form and by sureties of financial standing having a rating from A.M. Best Company (or other equivalent rating company) equal to or better than A- and must be included on the approved list of sureties issued by the United States Department of Treasury. F -5 Prior to execution of the Contract Documents the County may require the Contractor to furnish such other Bonds, in such form and with such sureties as it may require. If such Bonds are required by written instructions given prior to opening of Bids, the premium shall be paid by the Contractor. If the Contract Amount is increased by Change Order, it shall be the Contractor's responsibility to insure that the Payment and Performance Bonds be amended accordingly and a copy of the amendment is forwarded to the County. If the Surety on any bond furnished by Contractor is declared bankrupt or becomes insolvent or its right to do business is terminated in any State where any part of the Work is located or it ceases to meet the requirements imposed by the Contract Documents, the Contractor shall within five (5) days thereafter substitute another Bond with another Surety both of which shall be acceptable to the County. Insurance Requirements: Contractor agrees to maintain on a primary basis and at its sole expense, at all times throughout the duration of this Contract the following types of insurance coverage with limits and on forms (including endorsements) as described herein. These requirements, as well as the County's review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this Contract. Insurance carriers providing coverage shall be authorized and /or eligible to do business in the State of Florida and shall possess a current A.M.Best's Financial Strength Rating of A- Class VIII. The Contractor shall require and ensure that each of its subcontractors maintain insurance until the completion of their work under any contract associated with this Contract. Failure of the Contractor to maintain insurance coverage for itself or for any other persons or entities for whom it is responsible or to ensure that its subcontractors maintain coverage shall not relieve the Contractor of any contractual responsibility, obligation or liability. If the CONTRACTOR intends to bid on this Contract as a Joint Venture then all insurance coverage required herein shall include the Joint Venture as "named insured ". If the Joint Venture has no employees then this requirement is waived for workers' compensation. The Joint Venture shall also purchase discontinued completed operations coverage for any claims made after the dissolution of the Joint Venture. This coverage shall be for a period of two years following final completion of the project or continuing service contract. The minimum types and amounts of insurance inclusive of any amount provided by an umbrella or excess policy, shall be as follows: Workers' Compensation — The Contractor shall maintain coverage for its employees with statutory workers' compensation limits, and no less than the limits indicated in the Schedule of Limits (see below) for Employers' Liability. Said coverage shall include a waiver of subrogation in favor of the County. The County will not accept elective exemptions. Any contractor using an employee leasing company shall complete the Leased Employee Affidavit (Exhibit A). F -6 Commercial General Liability — The Contractor shall maintain coverage issued on an ISO form CG 00 01 or its equivalent, with a limit of liability of not less than the limits indicated in the Schedule of Limits (see below). Contractor further agrees coverage shall not contain any endorsement(s) excluding or limiting Product/Completed Operations, Independent Contractors, Broad Form Property Damage, X -C -U Coverage, Contractual Liability, or Separation of Insureds. The General Aggregate limit shall either apply separately to this Contract or shall be at least twice the required occurrence limit. All projects with a Contract Amount greater than $20,000,000 shall be written on a Designated Premises or Projects basis (Exhibit B). Commercial umbrella and excess coverage shall include liability coverage for damage to the Contractor's completed work equivalent to that provided under ISO Form CG 00 01 12 04. Business Automobile Liability - The Contractor shall maintain coverage for all owned; non -owned and hired vehicles issued on ISO form CA 00 01 or its equivalent, with limits of not Tess than the limits indicated in the Schedule of Limits (see below). In the event the Contractor does not own automobiles the Contractor shall maintain coverage for hired and non -owned auto liability, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy. Schedule of Limits: Contract Amount • Workers' Comp/ General Automobile Employers' Liability Liability Liability Up to $10 million Statutory/$500,000 $1,000,000 $1,000,000 $10 - $20 million Statutory/$1,000,000 $5,000,000 $5,000,000 Over $20 million To Be Determined by the County Pollution Legal Liability - The Contractor agrees to maintain Contractor's Pollution Legal Liability with a limit of not less than one million ($1,000,000) per occurrence on a per - project basis. Builders' Risk - If this Contract includes: (1) construction of a new above - ground structure or structures, (2) any addition, improvement, alteration, or repair to an existing structure or structures, or (3) the installation of machinery or equipment into an existing structure or structures, the Contractor shall maintain builders' risk insurance providing coverage to equally protect the interests of the County, the Professional, the Contractor and subcontractors of any tier. Coverage shall be written on a completed value form (Exhibit C) in an amount at least equal to 100% of the estimated completed value of the project plus any subsequent modifications of that sum. The coverage shall be written on an "all- risk" basis and shall, at a minimum cover the perils insured under the ISO CP 10 30 Special Causes of Loss Form (Exhibit D) and shall include property in transit and property stored on or off premises, which shall become part of the project. The Contractor agrees not to maintain a wind or flood sub -limit less than 25% of the estimated completed value of the project. F -7 The Contractor agrees any flat deductible(s) shall not exceed $25,000, and any wind percentage deductible (when applicable) shall not exceed five - percent (5 %). The coverage shall not be subject to automatic termination of coverage in the event the project/building is occupied in whole or in part, or put to its intended use, or partially accepted by the County. If such restriction exists the Contractor shall request that the carrier endorse the policy to amend the automatic termination clause to only terminate coverage if the policy expires, is cancelled, the County's interest in the project ceases, or the project is accepted and insured by the County. Professional Liability- If the construction method is "design- build" the Contractor agrees to maintain Professional Liability on a per - project basis. The Contractor agrees to provide coverage with limits and deductibles as prescribed below. Proiect Cost Minimum Limit Maximum Deductible $0- 1,000,000 50% of project cost 10% of project cost subject to a minimum or $25,000, whichever of $100,000 /occurrence is smaller $1,000,000- 5,000,000 $1,000,000 $100,000 over $5,000,000 Determined by the County When a self- insured retention or deductible exceeds $100,000 the County reserves the right to request a copy of the Contractor's most recent annual report or audited financial statement. For policies written on a "Claims- Made" basis the Contractor agrees to maintain a retroactive date prior to or equal to the effective date of this contract. In the event the policy is canceled, non - renewed, switched to occurrence form, or any other event which triggers the right to purchase a Supplemental Extended Reporting Period (SERP) during the life of this contract the Contractor agrees to purchase the SERP with a minimum reporting period of not less than two years. Purchase of the SERP shall not relieve the Contractor of the obligation to provide replacement coverage. The Contractor shall be responsible for all risk of loss whether insured or not until final acceptance of the project by the County. The Contractor agrees to be fully and solely responsible for any costs or expenses resulting from a coverage deductible, co- insurance penalty, or self- insured retention; including any loss not covered because of the application of said deductible, co- insurance penalty, self- insured retention, or coverage exclusion or limitation. The County has the right to request that the Contractor procure and maintain a surety bond for any deductible amounts that exceed any amount stated herein in such amount and on such form that are acceptable to the County. The County reserves the right, but not the responsibility to periodically review any and all policies of insurance and to reasonably adjust the limits and /or types of coverage required herein, from time to time throughout the term of this Contract. In such event, the County shall provide the Contractor written notice of such adjustments and the Contractor shall comply within thirty (30) days of receipt thereof. Any request for an exception to these insurance requirements must be submitted in writing to the County for approval. F -8 The Contractor agrees to specifically include the County as an Additional Insured on the Commercial General Liability policy with a CG 20 10 — Additional Insured - Owners, Lessees, Contractors (Exhibit E) or CG 20 26 — Additional Insured- Designated Persons or Organization endorsement, or their equivalent (Exhibit F). The Contractor shall also specifically include the County as an Additional Insured on any Commercial Umbrella or Excess policies unless the County is automatically defined under the policy as an Additional Protected Person. Additionally, the Contractor agrees to specifically include the County as an Additional Insured under the Contractor's Pollution Liability coverage (when applicable). The name of the organization identified in each Additional Insured endorsement's schedule shall read Orange County Board of County Commissioners. The Contractor agrees by entering into this written Contract to provide a Waiver of Subrogation in favor of the County, Contractor, Professional, and sub - contractors of any tier for each required policy providing coverage during the life of this Contract. When required by the insurer, or should a policy condition not permit an endorsement, the Contractor agrees to notify the insurer and request that the policy(ies) be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or an equivalent endorsement. This Waiver of Subrogation requirement shall not apply to any policy, which includes a condition that specifically prohibits such an endorsement or voids coverage should the Contractor enter into such an agreement on a pre -loss basis. Before execution of this Contract by the County and the start of any Work and for the duration of this Contract, the Contractor shall provide the COUNTY with current certificates of insurance evidencing all required coverage. The certificates shall clearly indicate that the Contractor has obtained insurance of the type, amount and classification as required for strict compliance with this insurance section. CONTRACTOR shall notify the County within thirty (30) business days of any material change in or cancellation /non - renewal of insurance coverage. The CONTRACTOR shall provide evidence of replacement coverage to maintain compliance with the aforementioned insurance requirements to the COUNTY or its certificate management representative five (5) business days prior to the effective date of the replacement policy (ies). . Certificates shall specifically reference the project title and contract number. The certificate holder shall read: Orange County Board of County Commissioners Purchasing & Contracts Division 400 E. South Street Orlando, Florida 32801 Prior to commencement of any Work performed by subcontractors (if any), the Contractor shall obtain certificates of insurance evidencing coverage from each of its subcontractors and shall furnish within five days, copies of said certificates upon request by the County. In addition to the certificate(s) of insurance the Contractor shall also provide a blanket or specific additional insured endorsement and all waivers of subrogation or transfer of rights of recovery endorsements for each policy. Failure of the County to demand such certificate or other evidence of full compliance with these insurance requirements or failure of the County to identify a deficiency from evidence provided will not be construed as a waiver of the Contractor's obligation to maintain such insurance. F -9 Indemnification: Subject to the limitations in the third paragraph under this heading, the Contractor will defend, indemnify and hold harmless the County, the Professional, their agents and employees from and against all liabilities, claims, damages, losses, costs and expenses (including attorney's fees) arising out of or resulting from the performance of the Work, provided that any such liability, claim, damage, Toss, cost or expense: is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) including the loss of use resulting there from and, is caused in whole or in part by any act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in whole or in part by a party indemnified hereunder. The Contractor hereby acknowledges receipt of One Hundred Dollars ($100) and other good and valuable consideration from the County as consideration for the indemnification provisions in this Contract. In any and all claims against the County, its agents or employees; the Professional; employees of the Contractor and subcontractor; all persons directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under the previous paragraph shall not be limited in any way as to the amount or type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts. The indemnification obligations of the Contractor under this section shall not extend to the liability of the Professional and its agents or employees arising out of the preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs or specifications, or the giving or the failure to give requested interpretations by the Professional and their agents or employees, provided such giving or failure to give is the primary cause of injury or damage. The Contractor will defend, indemnify and hold harmless the County and anyone directly or indirectly employed by it from and against all claims, damages, losses and expenses (including attorney's fees) arising out of any infringement of patent rights or copyrights held by others during or after completion of the Work, and shall defend all such claims in connection with any alleged infringement of such rights. Provided however, if this Contract is deemed by a court of competent jurisdiction to be a construction contract under Section 725.06, Florida Statutes, any obligation of the Contractor to defend, indemnify or hold harmless the County, the Professional and their officers and employees shall be limited to an obligation to indemnify and hold harmless to the extent caused by the negligence, recklessness or intentionally wrongful conduct of the Contractor and persons employed or utilized by the Contractor in the performance of the Contract. The indemnification provisions contained herein shall survive the termination of this Contract. F -10 ARTICLE 8 - CONTRACTOR'S RESPONSIBILITIES Supervision and Superintendence - The Contractor will supervise and direct the work efficiently and with his best skill and attention. He will be solely responsible for the means, methods, techniques, sequences and procedure of construction, unless otherwise specified. The Contractor will be responsible to see that the finished Work complies accurately and completely with the Contract Documents. The Contractor will keep on the site at all times during its work a competent superintendent who shall not be replaced without written notice to the Project Manager. The superintendent will be the Contractor's representative at the site and shall have authority to act on behalf of the Contractor. All communications given to the superintendent shall be as binding as if given to the Contractor. The Project Manager may require in writing that the Contractor remove from the Work any of Contractor's personnel that the Project Manager determines to be incompetent, careless or otherwise objectionable. No claims for an increase in Contract Amount or Contract Time based on the Project Manager's use of this provision will be valid. Contractor shall indemnify and hold the County harmless from and against any claim by Contractor's personnel on account of the use of this provision. Labor, Materials and Equipment - The Contractor will provide competent, suitable, qualified personnel to lay out the Work and perform construction as required by the Contract Documents. He will at all times maintain good discipline and order at the site. The Contractor will furnish all materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water and sanitary facilities and incidentals necessary for the execution, testing, initial operation and completion of the Work. All materials and equipment will be new except as otherwise provided in the Contract Documents. If required by the Project Manager, the Contractor will furnish satisfactory evidence as to the kind and quality of materials and equipment furnished. All materials and equipment shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturer, fabricator or processors except as otherwise provided in the Contract Documents. Emergencies - In emergencies affecting the safety of persons, the Work or property at the site or adjacent thereto, the Contractor, without special instruction or authorization from the Project Manager, is obligated to act at his discretion to prevent threatened damage, injury or Toss. He will give the Project Manager prompt written notice of any significant changes in the Work covered by a Delivery Order, or deviations from the Contract Documents caused thereby, and a Change Order shall thereupon be issued covering the changes and deviations involved. If the Contractor believes that additional Work done by him in an emergency which arose from causes beyond his control entitles him to an increase in the Contract price or an extension of the Contract Time, he may make a claim therefore. Shop Drawing And Samples - After checking and verifying all field measurements, the Contractor will submit to the Project Manager for acceptance in accordance with the accepted schedule of Shop Drawing submission - five copies (or at the Project Manager's option, one reproducible copy) of all Shop Drawings, which shall have been checked by and stamped with the approval of the Contractor and identified as the Project Manager may require. F -11 The data shown on the Shop Drawings will be complete with respect to dimensions, design criteria, materials of construction and the like to enable the Project Manager to review the information as required. Substitute Materials or Equipment - If it is indicated in the Specifications that the Contractor may furnish or use a substitute that is equal to any material or equipment specified, and if the Contractor wishes to furnish or use a proposed substitute, he will within fifteen (15) days after the award of the Contract make written application to the Project Manager for acceptance of such a substitute, certifying in writing that the proposed substitute will perform adequately the duties imposed by the general design, be similar and of equal substance to that specified and be suited to the same use and capable of performing the same function as the specified. The application will include sufficient information to allow the Project Manager to evaluate the substitutions. The application will state the extent, if any, to which the review, acceptance, furnishing and installation of the proposed substitute will prejudice Contractor's completion of the Work within the Contract Time(s). If the cost of the review of the substitution is greater than that of the originally specified item, the Contractor will reimburse the County for all costs. County may require Contractor to furnish at Contractor's expense a special performance guarantee or other Surety with respect to any substitute. The benefit of lower cost items shall be shared between the County and Contractor as specified in the Instructions to Bidders. No substitute shall be ordered or installed without the written acceptance of the Project Manager who shall be the sole judge of acceptability. Concerning Subcontractors - The Contractor will not employ any Subcontractor, other person or organization against whom the County or the Project Manager may have reasonable objections, nor will the Contractor be required to employ any Subcontractor against whom he has reasonable objection. The Contractor will not make any substitution for any Subcontractor who has been accepted by the Project Manager, unless the County and the Project Manager determine that there is good caused for doing so. The Contractor will be fully responsible for all acts and omissions of his Subcontractors and of persons directly or indirectly employed by them and of persons for whose acts any of them may be liable to the same extent that they are employed by him. Nothing in the Contract documents shall create, nor shall it be interpreted to create, privity or any other contractual relationship whatsoever between any Subcontractor and the County, or any person or business entity except the Contractor, or any obligation on the part of the County to pay or to see to the payment of any monies due any Subcontractor, except as may otherwise be required by law. The County may furnish to any Subcontractor, to the extent practicable, evidence of amounts paid to the Contractor on account of specific Work done. The divisions and sections of the Specifications and the identifications of any Drawings shall not control the Contractor in dividing the Work among Subcontractors or delineating the Work to be performed by any specific trade. The Contractor agrees to bind specifically every Subcontractor to the applicable terms and conditions of the Contract documents for the benefit of the County. F -12 All Work performed for the Contractor by the Subcontractor shall be pursuant to an appropriate agreement between the Contractor and the Subcontractor which shall contain provisions that waive all rights the contracting parties may have against one another for damages caused by fire or other perils covered by insurance held by the County as trustee. The Contractor will pay each Subcontractor a share of any insurance monies received by the Contractor under this insurance. Patent Fees And Royalties - The Contractor will pay all license fees and royalties and assume all costs incident to the use of any invention, design, process or device which is the subject of patent rights or copyrights held by others. Permits - The Contractor will secure and pay for all construction permits and licenses and will pay all governmental charges and inspection fees necessary for the prosecution of the Work which are applicable at the time of submittal of a quotation. The Contractor will also pay all public utility charges except as provided for in the Contract documents. Laws And Regulations - The Contractor will give all notices and comply with all laws, ordinances, rules and regulations applicable to the Work. If the Contractor observes that the Specifications or Drawings are at variance therewith, he will give the Project Manager prompt written notice thereof, and any necessary changes shall be adjusted by an appropriate modification. If the Contractor performs any Work knowing it to be contrary to such laws, ordinances, rules and regulations and without such notice to the Project Manager, he will bear all costs arising therefrom; however, it shall not be his primary responsibility to make certain that the Drawing and Specifications are in accordance with such laws, ordinances, rules and regulations. Use Of Premises - The Contractor will confine his equipment, the storage of materials and equipment, and the operations of his workmen to the areas permitted by law, ordinances, permits or the requirements of the Contract Documents and shall not unreasonably encumber the premises with materials or equipment. The Contractor shall confine the operation of workmen and equipment, and the storage of materials and equipment to the County's property at the project site. In the event the Contractor desires to have access to the project site, or perform work or operations pertaining to the Contract on, over or from non - County property adjacent to the project site, the Contractor shall obtain written authorization to do so from the respective adjacent property owner(s) prior to using such property. Such written authorization shall include a provision whereby the property owner agrees to hold the County harmless, and to defend the County, in the event of any liability, loss, injury, or claim incurred as a result of the Contractors work or operations involving the use of the adjacent non - County property. The County shall be provided with a notarized, certified copy of such written authorization(s) before the Contractor commences work or operations or use of such property in connection with work or operations pursuant to this Contract. Safety And Protection - The Contractor will be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. He will take all necessary precautions for the safety of and will provide the necessary protection to prevent damage, injury or loss to: F -13 I i A. All employees on the site and other persons who may be affected thereby; B. All the Work and all materials or equipment to be incorporated therein, whether in storage on or off the site; and C. Other property at the site or adjacent thereto including trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. The Contractor will comply with all applicable laws, ordinances, rules, regulations and orders of any public body having jurisdiction for the safety of persons or property or to protect them from damage, injury or loss. He will erect and maintain, as required by the conditions and the progress of the Work, all necessary safeguards for safety and protection and, in addition, he will comply with all applicable recommendations of the Manual of Accident Prevention in Construction of the Associated General Contractors of America, Inc., and the Manual on Uniform Traffic Control Devices for Streets and Highways (MUTCD) and subsequent revisions and addenda as published by the U.S. Department of Transportation, Federal Highway Administration and adopted by the Florida Department of Transportation. He will notify owners of adjacent utilities when prosecution of the Work may affect them. All damage, injury or loss to any property or all damage, disruption, discontinuance or other loss to any utility system or roadways referred to in Paragraph B. and C. caused directly or indirectly, in whole or in part by the Contractor, any Subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable will be remedied by the Contractor; except damage or loss attributable to the fault of the Drawings or the Specifications or to the acts or omissions of the County, and not attributable, directly or indirectly, in whole or in part, to the fault of negligence of the Contractor. The Contractor must also comply with the guidelines set forth in the Orange County Safety & Health Manual. The manual can be accessed online at the address below: http:// www. orangecountyfl. netNendorServices/ OrangeCountySafetvandHealthManu al.aspx The Contractor will designate a responsible member of his organization whose duty shall be the prevention of accidents at the site. This person shall be the Contractor's superintendent unless otherwise designated in writing by the Contractor to the Project Manager. Emergencies — In emergencies affecting the safety of persons, the Work of property at the site or adjacent thereto, the Contractor, without special instruction or authorization from the Project Manager, is obligated to act at his discretion to prevent threatened damage, injury or loss. He will give the Project Manager prompt written notice of any significant changes in the Work or deviations from the Contract Documents caused thereby, and a Change Order shall thereupon be issued covering the changes and deviations involved. If the Contractor believes that additional Work done by him in an emergency which arose from causes beyond his control entitles him to an increase in the Contract Amount or an extension of the Contract Time, he may make a claim therefore as provides in Articles 12 and 13. Cleaning Up - The Contractor will keep the site free from accumulations of waste materials, rubbish and other debris resulting from the Work; at the completion of the Work he will remove all waste materials, rubbish and debris from and about the premises as well as all tools, construction equipment and machinery, and surplus materials, and will leave the site clean and ready for occupancy by the County. The Contractor will restore to their original condition those portions of the site not designated for alteration by the Delivery Order. F -14 ARTICLE 9 — WORK BY OTHERS AND UTILITY COORDINATION Work by Others — The County may perform additional work related to the project by itself, or it may let other direct contracts which shall contain general conditions similar to these. The Contractor will afford the other contractors who are parties to such direct contracts (or the County, if it is performing the additional work itself), reasonable opportunity for the introduction and storage of materials and equipment and the execution of work, and shall properly connect and coordinate his Work with theirs. Should the contract entail relocation of facilities not a part of this Contract, the Contractor will coordinate and cooperate with the applicable entity responsible for this portion of the work. If any part of the Contractor's Work depends (for proper execution of results) upon work of any such other Contractor (or the County), the Contractor will inspect and promptly report to the Project Manager in writing any defects, deficiencies or delays in such work that render it unsuitable for such proper execution and results. The Contractor's failure to report shall constitute an acceptance of the other work, except as to defects, deficiencies and delays which may appear in the other work after the execution of the work. The Contractor will do all cutting, fitting and patching of his Work that may be required to make its several parts come together properly, and fit it to receive or be received by such other work. The Contractor will not endanger any work of others by cutting, excavating or otherwise altering such other work and will only cut or alter such other work with the written consent of the Project Manager. If the performance of additional work by other Contractors or the County is not noted in the contract documents prior to the execution of the Contract, written notice thereof shall be given to the Contractor prior to starting any such additional work. If the Contractor believes that the performance of such additional work by the County or others involves him in additional expense or entitles him to an extension of the Contract Time, he may make a claim therefore as provided in Article 13. Utility Coordination — Section 337.401 (1), Florida Statutes and other applicable law allows utility owners to install and maintain along, above, under, across or on any road or right -of -way any electric transmission or distribution facilities, telephone, telegraph, pole lines, poles, railway structures, ditches, sewers, water, heat, gas mains, pipelines, fences, gasoline tanks and pumps, waterlines, gas lines, wire lines, utility service connections, water and gas meter boxes, valve boxes, light standards, cable lines, cable ways, signals, signal boxes, and all other utility installations, improvements and utility appurtenances to be installed and maintained in the right -of -way. The Contractor understands and agrees that the lands upon which the Work is to be performed consists of prior existing right -of -way, as well as, recently acquired right -of- way. The Contractor acknowledges and agrees that utility installations and appurtenances are located within the limits of the planned construction Work. The utility installations and appurtenances may be in conflict with the Contractor's Work or require relocation or adjustments. All utility conflict resolutions, relocations, or adjustments are to be moved by the utility owners at their expense, unless otherwise provided in the Contract documents. F -15 The Contractor, by submission of a bid, agrees that prior to bid he has studied, performed field inspections, and evaluated all potential utility conflicts, the locations of permanent and temporary utility appurtenances in their present and relocated positions as may be shown on the plans. The Contractor acknowledges and agrees that the Contractor's bid has considered all potential utility conflicts, the locations of permanent and temporary utility appurtenances in their present and relocated positions including those shown on the plans, not shown on the plans, and those identified during the Contractor's pre -bid study or that should have been identified during the Contractor's field inspections, and evaluation of the limits of the planned construction Work. The design Professional may show surface or subsurface utility conflicts, relocations, or adjustments in the drawings and plans. The surface and subsurface utility information shown in the drawings and plans was obtained and used by the design Professional to establish design criteria for the design plans. The accuracy as to location and the identification of all surface or subsurface utility information is not warranted or guaranteed and is not to be construed as part of the construction plans governing the construction Work. The Contractor shall solely make his own determinations as to surface and subsurface conditions. The Contractor shall be solely responsible for utility coordination including all utility conflict resolutions, relocations, and adjustments. The concept of "utility coordination" means that the Contractor shall, at a minimum: A. Investigate both subsurface and aboveground conditions to identify potential conflicts far enough in advance of his planned construction operations to allow the Contractor to coordinate with utility owners and responsible parties any necessary conflict resolutions, relocations, or adjustments such that they can occur without delay to the Contractor's operations and Progress Schedule. B. Conduct regularly scheduled Utility Coordination Meetings with all affected utilities, and shall maintain detailed minutes of the discussions. C. Contact all utility owners in advance of any needed conflict resolutions, relocations, or adjustments. D. Contact the Project Manager as to all Contractor scheduled utility conflict resolutions, relocations, or adjustments. E. Schedule all work to be performed by the utility owners related to utility conflict resolutions, relocations, or adjustments. F. Schedule all work to be performed by the utility owners so as not to delay or disrupt in any way the Contractor's own performance of the Contractor's Performance Schedule. G. Assure the proper connection of the Contractor's Work with the work of the utility owners. F -16 H. Assure that the schedule, contacts, and proper connections between the Contractor's Work and the utility owner's work harmonize the work of both in a common action to achieve resolution of utility conflicts, relocations, and adjustments. I. Contractor shall, at no cost to the County, adjust the project schedule to allow the work to proceed in such a manner that delays to the progress of the work are minimized. As discussed more fully in Article 18, delays to the Contractor's Progress Schedule resulting from the resolution of utility conflicts, relocations, and adjustments to utilities will not be considered as the basis for granting a change in Contract Amount or Contract Time. ARTICLE 10 - PROJECT OWNER STATUS DURING CONSTRUCTION The Contractor shall provide the following information to all subcontractors and suppliers: County's Representatives - The Project Owner shall be the Board of County Commissioners. The Board shall be represented by the Project Manager listed below during the construction period: Manager, Roads & Drainage Division, or designee 4200 S. John Young Parkway, Orlando, FL 32839 Phone: 407 - 836 -7873 Email: Elizabeth.serrano(a ocfl.net ARTICLE 11 - CHANGES IN THE WORK Without invalidating the Contract, the County may at any time or from time to time by written order or directive have additions, deletions or revisions made to the Contract or as specified in individual Delivery Orders; authorized by Change Orders. Upon receipt of a written Change Order, the Contractor will proceed with the change in the Work so ordered or directed. In the event the County issues the Contractor a written order or directive to change the Work and if the County and the Contractor do not arrive at a mutually acceptable increase or decrease in the Delivery Order price at the time the written order or directive is issued, the Contractor shall not use such lack of mutual acceptance as a basis or cause to stop or otherwise delay the progress or completion of any of the work ordered, directed or required pursuant to the Delivery Order. All such Work shall be executed under the applicable conditions of the Contract Documents. If any Change Order causes an increase or decrease in the Delivery Order price or any extension or shortening of the Delivery Order completion time, an equitable adjustment will be made as provided in Article 12 or Article 13. Additional Work performed by the Contractor without authorization of a Change Order will not entitle him to an increase in the Delivery Order price or any extension of the completion time of a Delivery Order, except in the case of an emergency as provided in Article 8. F -17 If a Payment Bond and a Performance Bond has been required, it is the Contractor's responsibility to notify his Surety of any changes affecting the general scope of the Work or change of the Contract Price and the amount of the applicable Bonds shall be adjusted accordingly and an amended bond document furnished to the County. ARTICLE 12 - CHANGE OF CONTRACT PRICE /DELIVERY ORDER The amount specified on individual Delivery Orders constitutes the total compensation payable to the Contractor for performing the specified Work. All duties, responsibilities and obligations assigned to or undertaken by the Contractor shall be at his expense without change in the Contract Price. The Delivery Order price may only be changed by written Change Order issued by the County. To be eligible for consideration by the County, any claim for an increase in the Delivery Order Price shall be in writing and delivered to the Project Manager within fifteen (15) days of the occurrence of the event giving rise to the claim. All claims for adjustment in the Delivery Order Price shall be determined by the Project Manager. Any change in the Delivery Order Price or Contract Price shall be incorporated in a Change Order. However, no claim for an adjustment to the Delivery Order Price or Contract Amount will be considered for unforeseeable causes that were beyond the fault of negligence of the Contractor or his Subcontractors or supplier, such as acts of God, floods, riots, etc. This restriction does not restrict submission of claims for additional Completion Time due to events of this nature. In the event the value of any Work covered by a Change Order is not mutually agreed to by the County and the Contractor prior to the County issuing the Contractor a written order or directive to proceed with the changed Work, then the County, without the Change Order document being executed by the Contractor, shall not be prevented from issuing the Change Order, nor shall the Contractor fail to proceed without delay with the changed Work as ordered or directed by the County. The value of any Work covered by a Change Order or of any claim for an increase or decrease in the Delivery Order Price shall be determined by unit prices contained in the Contract Documents, by application of unit prices to the quantities of the items involved. The amount of credit to be allowed by the Contractor to the County for any such change which results in a net decrease in cost, will be the amount of the actual net decrease as determined by the County. When both additions and credits are involved in any one change, the combined overhead and profit shall be figured on the basis of the net decrease, if any. Y Cash Allowances - It is understood that the Contractor has included in the Contract Price any allowances so named in the Contract Documents and shall cause the Work so covered to be done by such material men, suppliers or Subcontractors and for such sums within the limit of the allowances as the County may approve. Prior to final payment, the Contract Price shall be adjusted as required and an appropriate Change Order issued. The Contractor agrees that the original Contract Price includes such sums as he deems proper for cost and profit on account of cash allowances. No demand for additional cost or profit in connection therewith will be allowed. F -18 ARTICLE 13 - CHANGE OF CONTRACT PERFORMANCE PERIOD The Contract Performance Period or the Completion Time of any Delivery Order may only be changed by a written Change Order. Any claim for an extension in the Completion Time to be eligible for consideration shall be in writing and delivered to the Project Manager within five (5) days of the occurrence of the event giving rise to the claim. All claims for adjustment in the Completion Time shall be determined by the Project Manager. Any change in the Completion Time resulting from any such claim shall be incorporated in a Change Order. The Contract may be extended in an amount equal to time lost due to delays beyond the control of the Contractor if he makes a claim therefor. Such delays shall include, but not be restricted to, acts or neglect by any separate Contractor employed by the County; fires; floods; labor disputes; epidemics or acts of God. All time limits stated in the Delivery Order are of the essence to the Contract. In the event the Contractor submits a written claim requesting an extension in the Completion Time, whether such request relates to the County's issuance of a Change Order or for delays beyond the control of the Contractor, the Contractor shall submit with the claim supporting data, information, etc., indicating why the Completion Time cannot be met or maintained. The fact that the Work has been changed by a change order, or that a delay has occurred beyond the control of the Contractor, shall not of or by itself be considered as justification for an extension in the Completion Time unless or until it is established by the Contractor and approved by the County that the established Completion Time is insufficient for the Contractor to perform or complete the Work required by the Delivery Order. ARTICLE 14 - WARRANTY AND GUARANTEE: ACCEPTANCE OF DEFECTIVE WORK Warranty and Guarantee - The Contractor warrants and guarantees to the County that all materials and equipment will be new unless otherwise specified and that all Work will be of good quality, free from faults or defects and in accordance with the requirements of the Contract Documents and any inspections, test or approvals referred to in this Article. All unsatisfactory Work; all faulty Work; and all Work not conforming to the requirements of the Contract Documents or such inspections, tests or approvals shall be considered defective. Prompt notice of all defects shall be given to the Contractor. All defective Work, whether or not in place, may be rejected, corrected or accepted as provided in this Article. All warranty and guarantee coverage periods shall commence from the date of acceptance of the Work under a Delivery Order, regardless of the date of installation of Work, except for items which are determined by the County to be in an incomplete or a non - comply status at the time of substantial completion of the Work. The coverage commencement date for warranties and guarantees of such non - comply items shall be the date of the County's acceptance of non - comply items regardless of the date of installation of the Work. The coverage commencement date of warranties and guarantees shall, in accordance with the provisions stated above, be entered on each warranty or guarantee document. However, in the event the coverage commencement date entered on the warranty or guarantee document is not in accordance with the provisions stated above, the coverage commencement date shall none - the -less be the date determined by applying the provisions stated above. F -19 Tests and Inspections - If the Contract Documents, laws, ordinances, rules, regulations or order of any public authority having jurisdiction over the permitting, construction, use occupancy, activation or operation of the project require any Work to specifically be inspected, tested or approved by someone other than the Contractor, the Contractor will give the Project Manager timely notice of readiness therefor. The Contractor will furnish the Project Manager with the required certificates of inspection, testing or approval. All such tests will be in accordance with the methods prescribed by the American Society for Testing Materials or such other applicable organizations as may be required by law or the Contract Documents. If any such Work required to be inspected, tested or approved is covered without written approval of the Project Manager, it must if requested by the Project Manager be uncovered for observation at the Contractor's expense. The cost of all such inspections, tests and approvals shall be borne by the Contractor unless otherwise provided. Neither observations by the Contractor nor inspections, tests or approvals by persons other than the Contractor shall relieve the Contractor from his obligations to perform the Work in accordance with the requirements of the Contract Documents. Access To The Work - The Project Manager and his representative, other representatives of the County and representatives of all Agencies having jurisdiction over the permitting, construction, occupancy, use, activation and operation of the Work will at all times have access to the Work. The Contractor will provide proper facilities for such access and observation of the Work and also for any inspection or testing thereof by others. Uncovering Work - If any Work is covered contrary to the request of the Project Manager or contrary to the requirements of the Contract documents and applicable standards, it must, if requested by the Project Manager, be uncovered for observation and replaced at the Contractor's expense. If the Project Manager considers it necessary or advisable that covered Work be inspected of tested by others, the Contractor, at the Project Manager's request, will uncover, expose or otherwise make available for observation, inspection or testing as the Project Manager may require, that portion of the Work in question, furnishing all necessary labor, material and equipment. If it is found that such Work is defective, the Contractor will bear all the expense of such uncovering, exposure, observation, inspection and testing, and of satisfactory reconstruction. If, however, such Work is not found to be defective, the Contractor will be allowed an increase in the Contract Price or an extension of the Contract Time, or both, directly attributable to such uncovering, exposure, observation, inspection, testing and re- construction, if he makes a claim therefor as provided in Articles 12 and 13. Notice to Cure - If the County determines the Work performed pursuant to issuance of a Delivery Order is defective or deficient; if the Contractor fails to supply sufficient skilled workers or suitable materials or equipment; if the Contractor fails to make prompt payments to Subcontractors for labor, materials or equipment; if the work is not progressing in a safe, orderly or well coordinated manner; or if the general progress and /or quality of the work is not adequate to ensure continuation or completion of the work in accordance with the Contract completion time requirements, F -20 then the Purchasing and Contracts Division Manager may issue a notice to cure, giving the Contractor a specific period of time (1) in which to submit to the Project Manager a written Plan of Action including a schedule setting forth a plan by which the deficiencies will be corrected, and (2) a specific period of time in which to correct the deficiencies. If the Contractor does not submit a Plan of Action to indicate how and when the deficiencies indicated in the notice to cure will be cured within the specified time frame that is acceptable to the Project Manager, and if those deficiencies are not corrected within that time frame, then the County may take further action, up to and including Contract termination. The Contractor shall not be entitled to any delay claims as a result of the County's issuance of the notice to cure. Correction or Removal Of Defective Work - If required by the Project Manager prior to approval payment on a Delivery Order the Contractor will, promptly, without cost to the County and as specified by the Project Manager, either correct any defective Work whether or not fabricated, installed or completed or, if the Work has been rejected by the Project Manager, remove it from the site and replace it with non - defective Work. If the Contractor does not correct such defective Work or remove and replace such rejected Work within a reasonable time, or as specified in a written notice from the Project Manager, the County may have the deficiency corrected or the rejected Work removed and replaced. All direct and indirect costs of such correction or removal and replacement shall be paid by the Contractor. The Contractor will also bear the expense of making good all Work of others destroyed or damaged by this correction, removal or replacement of his defective Work. One (1) year Correction Period - If, after the approval of payment and prior to the expiration of one (1) year after the date of Completion or such longer period of time as may be prescribed by law or by the terms of any applicable special guarantee required by the Contract Documents, any Work under a Delivery Order is found to be defective; the Contractor will promptly without cost to the County and in accordance with the Project Manager's written instructions, either correct such defective Work or, if it has been rejected by the Project Manager, remove it from the site and replace it with non - defective Work. If the Contractor does not promptly comply with the terms of such instructions, the Project Manager may have the defective work corrected or the rejected Work removed and replaced; all direct and indirect costs of such removal and replacement will be paid by the Contractor. Acceptance Of Defective Work - If, instead of requiring correction or removal and replacement of defective Work, the Project Manager prefers to accept it, then he may do so. In such case, if found that acceptance occurs prior to approval of final payment, a Change Order shall be issued incorporating the necessary revisions in the Delivery Order including an appropriate reduction in the price of the order. If the acceptance occurs after approval of final payment, and appropriate amount shall be paid by the Contractor to the County. Neglected Work By Contractor - If the Contractor should neglect to prosecute the Work in accordance with the Contract Documents, including any requirements of the progress schedule, the County may, after three (3) days written notice to the Contractor and without prejudice to any other remedy it may have, make good such deficiency and the cost thereof shall be charged against the Contractor. F -21 A Change Order shall be issued incorporating the necessary revision in the Contract documents including an appropriate reduction in the Contract Price. If the payments then or therefore due the Contractor are not sufficient to cover such amount, the Contractor will pay the difference to the County. ARTICLE 15 - WARRANTY AND PAYMENT Contractor's Warranty Of Title - The Contractor warrants and guarantees that title to all Work, materials and equipment covered by an invoice, whether incorporated in the Work or not, will have passed to the County prior to issuance of the invoice, free and clear of all liens, claims, security interests and encumbrances; and that no Work, materials or equipment covered by an invoice will have been acquired by the Contractor or by any other person performing the Work at the site or furnishing materials and equipment for the Work subject to an agreement under which as interest therein or encumbrance thereon is retained by the seller or otherwise imposed by the Contractor or such other person. Application of Payments — Applications for payments shall be processed in accordance with Florida Statute 218.735, Part VII, "Local Government Prompt Payment Act ". The Project Manager shall provide written notice to the Contractor identifying the name, address, phone number and email address of the agent or employee the Contractor is required to submit payment requests or invoices to. This notice will be provided no later than ten (10) days after issuance of the Notice to Proceed. Based upon Applications for Payment submitted to the Project Manager by the Contractor and Certificates for Payment issued by the Project Manager the County shall make progress payments on account of the Contract Amount to the Contractor as provided in the Contract Documents as follows: In the timeframes outlined in FS 218.735, Section 2, ninety percent (90 %) of the portion of the Contract Amount properly allocable to labor, materials and equipment incorporated in the Work and ninety percent (90 %) of the portion of the Contract Amount properly allocable to materials and equipment suitably stored at the site or at some other location agreed upon in writing, for the period covered by the application for payment, less the aggregate of previous payments made by the Owner. The Project Manager, shall reduce the retainage percentage withheld to 5% when the completion of the Work ascertained as payable exceeds fifty percent (50 %) of the total contract amount. Upon Final completion of the entire Work, a sum sufficient to increase the total payments to one hundred percent (100 %) of the Contract Amount, less such amounts as the Owner shall determine for all incomplete work and unsettled claims as provided in the Contract Documents. Upon Final Completion of a Delivery Order, one hundred percent (100 %) of the order amount, less such amounts as the County shall determine for all incomplete work and unsettled claims as provided in the Contract Documents, shall be paid. Approval of Payments - The Project Manager will, within twenty (20) business days after receipt of each application for payment, either indicate his approval of payment or return the Application to the Contractor indicating in writing the reason for refusing to approve payment. In the latter case, the Contractor may make the necessary corrections and re- submit the Application. The County will pay the Contractor the amount approved within the time frame set forth in the Local Government Prompt Payment Act. F -22 In the event the Contractor and the Project Manager do not achieve mutual agreement on the basis or amount of the payment, and should the Contractor be unwilling to make the necessary corrections or modifications, and re- submit the Application, then the County, to avoid delay in paying the Contractor the amount the County has determined the Contractor is entitled to receive, shall approve and process the Application by making such adjustments thereto as the County deems appropriate so that the Contractor receives, without delay, payment of the amount the County has determined to have been earned and owing to the Contractor. In the event a dispute arises involving payments or invoices that have been rejected by the Project Manager and resubmitted by the Contractor and that cannot be resolved in accordance with F.S. 218.735 (3) the Orange County Payment/Invoice Disputes Resolution Process Procedures shall be used to resolve the dispute. The procedures can be obtained by contacting the Purchasing and Contracts Division at 407 - 836 -5635. The Project Manager's approval of any payment requested in an application for payment shall constitute a representation by him to the County, based on the Project Manager's on -site observations of the Work in progress and on his review of the application for payment and the supporting data, that the Work has progressed to the point indicated; that, to the best of his knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning Project upon Substantial Completion, to the results of any subsequent tests called for in his approval); and that the Contractor is entitled to payment of the amount approved. However, by approving any such payment, the Project Manager shall not thereby be deemed to have represented that he made exhaustive or continuous on -site inspections to check the quality or quantity of the Work, that he has reviewed the means, methods, techniques, sequences and procedures of construction nor that he has made any examination to ascertain how or for what purpose the Contractor has used the moneys paid or to be paid to him on account of the Contract Amount. The Project Manager's approval of final payment shall constitute an additional representation by him to the County that the conditions precedent to the Contractor's belief being entitled to final payment as set forth in this Article have been fulfilled. The Project Manager may refuse to approve the whole or any part of any payment if in his opinion he is unable to make such representations to the County. He may then refuse to approve any such payment because of subsequently discovered evidence or the results of subsequent inspections or tests, nullify any such payment previously approved, to such extent as may be necessary in his opinion to protect the County from loss because: A. The Work is defective; B. Claims have been filed or there is reasonable evidence indicating the probable filing thereof; C. The Contract Amount has been reduced because of Change Order(s); D. The County has been required to correct defective Work or complete the Work in accordance with Article 14; or E. Of unsatisfactory prosecution of the Work, including failure to clean up as required by Article 8. F -23 Inspection - Upon written notice from the Contractor that all the Work is complete including the previously listed deficiencies and that the Work is complete in all respects, the Project Manager will make an inspection with the Contractor. The Project Manager will issue a single punch list of items to be completed or corrected by the Contractor. The punch list must specify a date, not to exceed five (5) days after the punch list has been developed and reviewed, in which the delivery of the punch list to the Contractor must be made. Items not included on the punch list cannot be used as a basis to withhold final payment for retainage. In addition, the final contract completion date shall be at least thirty (30) days after the delivery of the punch list to the Contractor. Punch lists not provided to the Contractor by the date agreed upon for delivery will cause the contract time for completion to be extended by the number of days the local government exceeded the delivery date. Damages may only be assessed against the Contractor in the event the Contractor fails to complete the project within the contract period as was extended by the guidelines set forth in this provision. The final undisputed retainage payment, if any, must be made within twenty (20) business days after receipt of a proper payment request. This would be less any amount withheld in accordance with contract provisions for incomplete or uncorrected work unless otherwise provided for by written notice to the Contractor specifying the failure of the Contractor to meet contract requirements in the development of the punch list. Inspection For Final Payment - After the Contractor has completed any such corrections to the satisfaction of the Project Manager and delivered all documents as required by the Contract Documents, he may submit an invoice, following the procedure for payment. The invoice shall be accompanied by legally effective releases or waivers of liens from the Contractor and all Subcontractors and suppliers which performed services or supplied material or equipment for the Contractor pursuant to the Contract Documents and the consent of Surety, if applicable to payment. Contractor's Continuing Obligation - The Contractor's obligation to complete the Work in accordance with the Contract Documents shall be absolute. Neither approval of any invoice by the County, any payment by the County to the Contractor under the Contract Documents, any use or occupancy of the Work or any part thereof by the County, any act of acceptance by the County, any failure to do so, nor any correction of defective Work by the County shall constitute an acceptance of Work not in accordance with the Contract Documents. Waiver Of Claims - The making and acceptance of payment shall constitute: A. A waiver of all claims by the County against the Contractor other than those arising from unsettled liens, from non - conforming, non - complying, deficient, incomplete or defective Work appearing after final payment or from failure to comply with the requirements of the Contract Documents, or from the terms of any special guarantees specified therein, and, B. A waiver of all claims by the Contractor against the County other than those previously made in writing and still unsettled. F -24 ARTICLE 16 - SUSPENSION OF WORK AND TERMINATION County May Suspend Work - The County may at, any time and without cause, suspend the Work or any portion thereof by notice in writing to the Contractor. The Project Manager shall fix the date on which Work shall be resumed and the Contractor will resume the Work on the date so fixed. For unreasonable delays, the Contractor may be allowed an increase in the Delivery Order Price, an extension of the completion time specified in the Delivery Order, or both, if directly attributable to any suspension and if he makes a claim therefore as provided in Articles 12 and 13. However, no profits will be allowed on claims for suspended work. Also, during any period of suspension, the Contractor shall take all available measures to mitigate costs such as taking on new Work, reassigning resources to other Contracts, etc. Termination for Default- If the Contractor is adjudged bankrupt or insolvent; if he makes a general assignment for the benefit of his creditors without County approval; if a trustee or receiver is appointed for the Contractor or for any of his property; if he files a petition to take advantage of any debtor's act or to reorganize under the bankruptcy or similar laws; if he fails to prosecute and complete the work in accordance with the established project schedule or within the Contract time period; if he repeatedly fails to supply sufficient skilled workers or suitable materials or equipment; if he repeatedly fails to make prompt payment to Subcontractors for labor, materials or equipment; if he disregards laws, ordinances, rules, regulations or orders of any public body having jurisdiction; if he disregards the authority of the Project Manager; or if he otherwise substantially violates any provisions of the Contract Documents, then the County may, without prejudice to any other right or remedy and after giving the Contractor and his Surety seven (7) days written notice, terminate the contract for default and assign the completion of the Work to the Surety or take possession of the Work and of all materials, equipment, tools, construction equipment and machinery thereon owned by the Contractor and finish the Work by whatever method it may deem expedient. Prior to termination for default, the County will provide adequate written notice to the (vendor /contractor /consultant) through the Manger, Purchasing and Contracts, affording him /her the opportunity to cure the deficiencies or to submit a specific plan to resolve the deficiencies within ten (10) days (or the period specified in the notice) after receipt of the notice. Failure to adequately cure the deficiency shall result in termination action. Such termination may also result in suspension or debarment of the Contractor in accordance with the County's Procurement Ordinance. The contractor and its surety shall be liable for any damage to the County resulting from the Contractor's default of the contract. This liability includes any increased costs incurred by the County in completing contract performance. If the amount of the Delivery Order exceeds the direct and indirect cost of the County completing the Project, such excess shall be paid to the Contractor. If such cost exceeds such unpaid balance, the Contractor will pay the difference to the County. Such cost incurred by the County will be determined by the County and incorporated in a Change Order. In the event of termination by the County for any cause, the contractor will not have, under any circumstance, any claim against the County for lost profits or compensation for lost opportunities. After a receipt of a Termination Notice and except as otherwise directed by the County the vendor shall: F -25 A. Stop work on the date and to the extent specified. B. Terminate and settle all orders and subcontracts relating to the performance of the terminated work. C. Transfer all work in process, completed work, and other materials related to the terminated work as directed by the County. D. Continue and complete all parts of that work that have not been terminated. If the contractor's failure to perform the contract arises from causes beyond the control and without the fault or negligence of the (vendor /contractor /consultant), the contract shall not be terminated for default. Examples of such causes include (1) acts of God or the public enemy, (2) acts of a government in its sovereign capacity, (3) fires, (4) floods, (5) epidemics, (6) strikes and (7) unusually severe weather. Where the Contractor's services have been so terminated by the County, said termination shall not affect any rights of the County against the Contractor then existing or which may thereafter accrue. Any payment of monies by the County due the Contractor will not release the Contractor from liability. Termination for Convenience: Upon seven (7) days written notice to the Contractor and the Surety, or sooner if reasonable under the circumstances, the County may, without cause and without prejudice to any other right or remedy, elect to terminate any part of the Work, or the Contract in whole or in part, as the County may deem appropriate. In any termination for convenience, the Contractor shall be paid for Work completed by the Contractor, Subcontractors and suppliers at the time of termination provided the Work has been inspected and accepted by the County. However, the payment to the Contractor will exclude any and all anticipated supplemental costs, administrative expenses and profit for uncompleted Work. Upon termination for convenience, the County shall have full power and authority to take possession of the Work, assume any subcontracts with Subcontractors and suppliers that the County selects, and prosecute the Work to completion by Contract or as the County may deem expedient. A termination for convenience may apply to individual delivery orders, purchase orders or to the contract in its entirety. Authority to Terminate: The authority to terminate this Contract including all notices thereto is the sole responsibility of the Manager, Purchasing and Contracts Division. ARTICLE 17 — VERBAL ORDERS The Project Manager under the following conditions may issue verbal Change Orders to the Delivery Order: A. To address bona fide emergency requirements. B. To ensure the continuity of critical elements of contract performance. F -26 Any such verbal direction shall be confirmed in writing by the Protect Manager to the contractor within five (5) calendar days after issuance. Concurrently, a copy of the written direction shall be provided to the Manager, Purchasing and Contracts Division with documentation in the form of an emergency iustification for the action taken. A formal Change Order and associated Contract amendment, if applicable, will be negotiated in conjunction with the Purchasing and Contracts Division and shall succeed the written confirmation not later than thirty (30) calendar days after issuance of the verbal direction. Board approval, as applicable, shall be obtained. ARTICLE 18 - MAINTENANCE AND EXAMINATION OF RECORDS The Contractor shall keep adequate records and supporting documents applicable to this Contract. Said records and documentation shall be retained by the Contractor for a minimum of five (5) years after the date of final payment on this contract. If any litigation, claim or audit is commenced prior to the expiration of the five (5) year period, the records shall be maintained until all litigation, claims or audit findings involving the records have been resolved. If applicable, time records and cost data shall be maintained in accordance with generally accepted accounting principles. This includes full disclosure of all transactions associated with the contract. Contractor's "records and supporting documents" as referred to in this Contract shall include any and all information, materials and data of every kind and character, including without limitation, records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, invoices, leases, contracts, commitments, arrangements, notes, daily diaries, superintendent reports, drawings, receipts, vouchers and memoranda, and any and all other agreements, sources of information and matters that may in the County's judgment have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Contract document. Such records and documents shall included (hard copy, as well as computer readable data, written policies and procedures; time sheets; payroll registers; cancelled checks; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, etc.); original estimates; estimating worksheets; correspondence; change order files (including pricing data used to price change proposals and documentation covering negotiated settlements); back - charge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; and any other contractor records which may have a bearing on matters of interest to the County in connection with the Contractor's dealings with the County (all foregoing hereinafter referred to as "records and supporting documents ") to the extent necessary to adequately permit evaluation and verification of: a) Contractor compliance with contract requirements; or b) Compliance with provisions for pricing change orders; or c) Compliance with provisions for pricing invoices; or d) Compliance with provisions regarding pricing of claims submitted by the Contractor or his payees; or e) Compliance with the County's business ethics; or f) Compliance with applicable state statutes and County Ordinances and regulations. F -27 Records and documents subject to audit shall also include those records and documents necessary to evaluate and verify direct and indirect costs, (including overhead allocations) as they may apply to costs associated with this Contract. In those situations where Contractor's records have been generated from computerized data (whether mainframe, mini - computer, or PC based computer systems), Contractor agrees to provide the County's representatives with extracts of data files in computer readable format on data disks or suitable alternative computer exchange formats. The County and its authorized agents shall have the right to audit, inspect and copy records and documentation as often as the County deems necessary throughout the term of this contract and for a period of five (5) years after final payment. Such activity shall be conducted during normal business hours. The County, or any of its duly authorized representatives, shall have access within forty -eight (48) hours to such books, records, documents, and other evidence for inspection, audit and copying. The County, during the period of time defined by the preceding paragraph, shall have the right to obtain a copy of and otherwise inspect any audit made at the direction of the Contractor as concerns the aforesaid records and documentation. Records and documents shall be made accessible at the Contractor's local place of business. If the records are unavailable locally, it shall be the Contractor's responsibility to insure that all required records are provided at the Contractor's expense including payment of travel and maintenance costs incurred by the County's authorized representatives or designees in accessing records maintained out of the county. The direct costs of copying records, excluding any overhead cost, shall be at the County's expense. Contractor shall require all payees (examples of payees include subcontractors, insurance agents, material suppliers, etc.) to comply with the provisions of this article by including the requirements hereof in a written contract agreement between contractor and payee. Such requirements include a flow -down right of audit provisions in contracts with payees, which shall also apply to Subcontractors and Sub - subcontractors, material suppliers, etc. Contractor shall cooperate fully and shall cause all aforementioned parties and all of Contractor's subcontractors (including those entering into lump sum subcontracts and lump sum major material purchase orders) to cooperate fully in furnishing or in making available to the County from time to time whenever requested in an expeditious manner any and all such records, documents, information, materials and data. The County's authorized representatives or designees shall have reasonable access to the Contractor's facilities, shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Contract and shall have adequate and appropriate work space, in order to conduct audits in compliance with this article. Even after a change order proposal has been approved, Contractor agrees that if the County later determines the cost and pricing data submitted was inaccurate, incomplete, not current or not in compliance with the terms of the contract regarding pricing of change orders, then an appropriate contract price reduction will be made. Such post - approval contract price adjustment will apply to all levels of contractors and /or subcontractors and to all types of change order proposals specifically including lump sum change orders, unit price change orders, and cost -plus change orders. F -28 If an audit inspection or examination by the County, or its designee, in accordance with this article discloses overpricing or overcharges (of any nature) by the Contractor to the County in excess of one -half of one percent (.5 %) of the total contract billings, the reasonable actual cost of the County's audit shall be reimbursed to the County by the Contractor. Any adjustments and /or payments that must be made as a result of any such audit or inspection of the contractor's invoices and /or records and supporting documents shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the County's findings to the Contractor. ARTICLE 19 - FEDERAL REQUIREMENTS In the event this Contract is paid in whole or in part from any federal governmental agency or source, the specific terms, regulations and requirements governing the disbursement of these funds shall be specified herein and become a part of this clause. ARTICLE 20 - MINORITY/WOMEN OWNED BUSINESS ENTERPRISE REQUIREMENTS AND SMALL BUSINESS PROVISIONS The Contractor will comply with all requirements of Orange County's Minority/Women Owned Business Enterprise Ordinance No. 94 -01, as amended by Ordinance No. 2009- 21. In summary, the ordinances establish a goal of 25% of the County's annual monetary value of contracts be awarded to minority /women owned - business enterprises meeting Contract specifications. The goals for work force employment levels are 18% minority and 6% women. Other provisions of the Ordinance as it pertains to construction projects may be found in Part C of this document. To facilitate monitoring for compliance with the Ordinance, the Contractor shall: A. Provide to the County's Business Development Division all subcontracts and /or purchase orders, fully executed by both parties, with each Subcontractor and supplier listed on Attachment C -2 in the Prime Contractor's bid (M/WBE's and non- M/WBE's). The prime Contract will not be executed by the County until these documents are on file in the Business Development Division. Prime Contractor should include in the subcontract / purchase order a statement that makes the legality of the document contingent upon execution of the prime Contract by the County. B. The Contractor shall include a Prompt Payment Clause and payment schedule in all subcontracts and purchase orders (including those with non- M/WBE's) stating that payment will be made to the Subcontractor /suppliers within 72 hours of receipt of payment from the County. The Contractor shall pay each Subcontractor and supplier for all work covered under an Application for Payment within the 72 hour timeframe. This provision in no way creates any contractual relationship between any Subcontractor and Orange County or any liability on Orange County for the Contractor's failure to make timely payments. The timeliness of such payments may be evaluated by the Business Development Division in considering compliance with the Ordinance. F -29 - i C. The Contractor shall submit: 1) A Monthly Workforce Report (Current Field Employment Data). Contractor shall also ensure that all Subcontractors /suppliers with contracts over $50,000 supply a Monthly Workforce Report; and 2) A Monthly Prime Contractor's Report including M/WBE Utilization Reports The Contractor shall furnish written documentation evidencing actual dollars paid to each Subcontractor /supplier listed and /or utilized by the Contractor. This will include, but not be limited to: copies of canceled checks, approved invoices, and signed, sworn affidavits certifying the accuracy of payments so that the County may determine actual participation achieved by the Contractor prior to issuance of final payment. The required reports are to be submitted to the Business Development Division no later than the fifth day of each month beginning one month after the Work begins and to continue until Final Completion. Contractor's Progress Payments may be delayed if reports are not submitted in a timely manner. The final Prime Contractor's Report -M/WBE Utilization Report shall be signed by the Contractor's authorized agent certifying that all information contained there in is a true and accurate account of M/WBE utilization per the bid and contract documents. Approval of the final Application for Payment is contingent upon receipt of this certification. D. Contractor shall not substitute, replace or terminate any M/WBE firm without prior written authorization of the County, nor shall the Contractor reduce the scope of work or monetary value of a subcontract without prior written authorization of the County. All modifications, additions and deletions to any and all Contracts issued to said M/WBE's shall also have prior written authorization of the County. E. The Contractor shall expeditiously advise all M/WBE's and the Business Development Division of all Change Orders, contract modifications, additions and deletions to any and all contracts issued to said M/WBE's. F. Failure of the Contractor to adhere to the provisions of the Ordinance may subject the Contractor to penalties as outlined in Sec. 17 -326 of the Ordinance. The penalties include: 1) Liquidated damages up to 10% of the Contract; 2) Suspension or permanent debarment from bidding; 3) Termination of any present contracts; 4) Withholding retainage; F -30 5) A negative evaluation of good -faith effort on future bids; 6) Withholding of payments. ARTICLE 21 - ASBESTOS FREE MATERIALS A. Project is to be constructed with asbestos free materials. A written, notarized statement on company letterhead is to be submitted with the Contract. Payment shall be withheld until such statement is submitted. B. Contractor shall agree that if materials containing asbestos are subsequently discovered at any future time to have been included in the construction performed by the Contractor or any of its Subcontractors or agents and were not specified in the design or required by the Contract document, Contractor shall be liable for all costs related to the abatement of such asbestos and damages or claims against the County. ARTICLE 22 - CONDITION OF MATERIALS AND PACKAGING In instances where the Specifications, (Part H) make this subject applicable (and unless otherwise indicated), all goods and items offered for sale and /or shipped by the Contractor pursuant to the requirements imposed upon said Contractor by this Contract will be new and in first class condition: all related containers being new and suitable for storage and shipment; all prices including the cost of standard commercial packaging. Contractors will be solely responsible for making any and all claims against carriers as concerns missing or damaged items. ARTICLE 23 -NO ASSIGNMENT OF AGREEMENT Contractor may not make any assignment of the contractual agreement between the parties, in whole or in part, without prior written authorization as may be given by the County, at its sole discretion. No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without written consent of the party sought to be bound; and specifically but without limitation, monies that may become due and monies that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. ARTICLE 24 - CONSTRUCTION TERM CONTRACT This is a construction term Contract for the services specified, and effective for the period specified. The quantities provided are estimates only and are not purchased by this Contract. Performance shall be accomplished only as authorized by Delivery Orders issued against the Contract. The County may issue orders requiring performance at the multiple locations. F -31 ARTICLE 25 - CONTRACT TERM /RENEWAL The Contract resulting from this solicitation shall commence effective upon execution by both parties and extend for a period of twelve (12) months. The County may unilaterally renew the Contract for the periods specified on the Bid Proposal Form for twenty -four (24) months. An additional six (6) months extension may also be unilaterally exercised at the County's discretion. Refer to the clauses entitled "Option to Extend the Term of the Contractor" and "Interim Extension of Performance ". ARTICLE 26 - OPTION TO EXTEND THE TERM OF THE CONTRACT The County may unilaterally extend the term of this Contract by written notice to the Contractor at least 60 days before the expiration of any Contract term. The exercise of the option shall be for the period specified and for the prices listed on the Bid Proposal Form. All other terms and conditions of the Contract shall apply to the option periods. ARTICLE 27 - INTERIM EXTENSION OF PERFORMANCE After all options have been exercised, and it is determined that interim performance is required to allow for the solicitation and award of a new Contract, the County may unilaterally extend the Contract for a maximum period of six months. Pricing, delivery and all other terms and conditions of the Contract shall apply during this period. The total duration of this Contract, including the exercise of all options, shall not exceed 3.5 years. ARTICLE 28 - MINIMUM /MAXIMUM DELIVERY ORDER AMOUNT The Contractor is not obligated to accept Delivery Orders less than $250.00 or in excess of $250,000. However, if the Contractor accepts any orders outside these parameters, they shall be performed in accordance with all requirements of the Contract. ARTICLE 29 - ISSUANCE AND ADMINISTRATION OF ORDERS Any order issued during the effective period of this Contract not completed within that period shall be completed by the Contractor within the time specified in the order. The Contract shall govern the Contractor's and the County's rights and obligations with respect to that order to the same extent as if the order were completed during the Contract's performance period. ARTICLE 30 - VARIATION IN ESTIMATED QUANTITY If the quantity of a unit priced item in this Contract is an estimated quantity, and the actual quantities ordered exceeds the estimate by 50% or more, then the County may negotiate a lower unit price, which will be incorporated into the Contract by Contract Amendment. Failure of the Contractor to agree to a reduced unit price may result in the termination of the Contract and re- solicitation of the requirement. F -32 ARTICLE 31 - MISCELLANEOUS Whenever any provision of the Contract Documents requires the giving of written notice, it shall be deemed to have been validly given if delivered in person to the individual, to a member of the firm or to an officer of the corporation for whom it is intended, or if delivered at or sent by registered or certified mail (postage prepaid) to the last business address known to the County. Specifications and Drawings, if any, furnished to the Contractor by the County shall remain the County's property, and shall apply to a specified delivery order. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder, and, in particular but without limitation, the warrants, guarantees and obligations imposed upon the Contractor and the rights and remedies available to the County thereunder shall be in addition to and not a limitation of any otherwise imposed or available by law, by special guarantee or other provisions of the Contract Documents. Should the County or the Contractor suffer injury or damage to its person or property because of any omission or act of the other or of any of his employees, agents or others for whose acts he is legally liable, claim should be made in writing to the other party within a reasonable time of the first observance of such injury or damage. All Contracts in excess of one hundred thousand dollars ($100,000.00) shall comply with all the requirements of Section 114 of the Clean Air Act (42 USC 7401 et seq.) as amended and Section 308 of the Federal Water Pollution Control Act (33 USC 1251 et seq.) as amended. This Contract shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the provisions of this Contract will be held in Orange County, Florida. Venue for any litigation involving this Contract shall be the Ninth Circuit Court in and for Orange County, Florida. ARTICLE 32 — CONTRACT CLAIMS "Claim" as used in this provision means a written demand or written assertion by one of the contracting parties seeking as a matter of right, the payment of a certain sum of money, the adjustment or interpretation of contract terms, or other relief arising under or relating to this contract. "Claim" as used in this provision applies after failure of the parties to agree to an adjustment as provided in Article 12, Change of Contract Price /Delivery Order and Article 13, Change of Contract Performance Period. Claims made by a Contractor against the County relating to a particular contract shall be submitted to the Purchasing and Contracts Manager in writing clearly labeled "Contract Claim" requesting a final decision. The Contractor also shall provide with the claim a certification as follows: "I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the Contractor believes the County is liable; and that I am duly authorized to certify the claim on behalf of the Contractor. F -33 III Failure to document a claim in this manner shall render the claim null and void. Moreover, no claim shall be accepted after final payment of the contract. The decision of the Purchasing and Contracts Manager shall be issued in writing and shall be furnished to the Contractor. The decision shall state the reasons for the decision reached. The Purchasing and Contracts Manager shall render the final decision within sixty (60) days after receipt of Contractor's written request for a final decision. The Purchasing and Contracts Manager's decision shall be final and conclusive. The Contractor shall proceed diligently with performance of this contract pending final resolution of any request for relief, claim, appeal or action arising under the contract and shall comply with any final decision rendered by the Manager of Purchasing and Contracts. ARTICLE 33 - VALUE ENGINEERING A. Intent and Objective: This Section applies to any cost reduction proposal (hereinafter referred to as a Value Engineering Change Proposal or VECP) initiated and developed by the CONTRACTOR for the purpose of refining the Contract Documents so as to contribute to design cost effectiveness or significantly improve the quality of the Work. This Section does not, however, apply to any such proposal unless it is identified by the CONTRACTOR, at the time of its submission to the COUNTY, as a proposal submitted pursuant to this Section. VECPs contemplated are those that would result in net savings to the COUNTY by providing either: (A) a decrease in the cost of performance of the Work, or; (B) a reduction in cost of ownership (hereinafter referred to as collateral costs) of the Work, regardless of acquisition costs. VECPs must result in savings without impairing essential functions and characteristics such as safety, service, life, reliability, economy of operation, ease of maintenance, aesthetics and necessary standard design features. However, nothing herein prohibits the submittal of VECPs where the required functions and characteristics could be combined, reduced or eliminated as being nonessential or excessive. Plan errors which are identified by the CONTRACTOR and which result in a cost reduction, will not qualify for submittal as a VECP. The COUNTY reserves the right to reject at its discretion any VECP submitted. Substitution of another design alternate, which is detailed in the Plans, for the one on which the CONTRACTOR bid, will not be allowed under this Section. Pending execution of a formal supplemental Agreement, implementing an approved VECP, the CONTRACTOR shall remain obligated to perform in accordance with the terms of the existing Contract. No time extensions will be granted due to the time required to review a VECP. F -34 B. Subcontractors: The CONTRACTOR is encouraged to include the provisions of this Section in contracts with subcontractors. The CONTRACTOR shall encourage submission of VECPs from subcontractors, however, it is not mandatory that VECPs be submitted nor is it mandatory that the CONTRACTOR accept or transmit to the COUNTY VECPs proposed by his subcontractors. C. Data Requirements: As a minimum, the following information shall be submitted by the CONTRACTOR with each VECP; A description of the difference between the existing requirements and the proposed change, and the comparative advantages and disadvantages. Separate detailed cost estimates for both the existing requirements and the proposed change. The cost estimates shall be broken down by item numbers indicating quantity increases or decreases and deleted pay items. Additional proposed Work, now covered by the Contract Documents, shall be identified by current COUNTY pay item numbers. In preparing the estimates, the CONTRACTOR shall include overhead, profit and bond. No separate pay item(s) for these costs will be allowed. An itemization of plan details, plan sheets, design standards and Specifications that must be changed or added if the VECP is adopted. Preliminary plan drawings must be sufficient to describe the proposed changes. An estimate of the effects the VECP would have on collateral costs to the COUNTY. Engineering Incentive or other analysis in sufficient detail to identify and describe specific features of the Contract Documents which must be changed if the VECP is accepted, with a proposal as to how these changes can be accomplished and an assessment of their effect on other Project elements. The COUNTY may require that Engineering Incentive analyses be performed by a prequalified consultant in the applicable class of Work. Any design changes which result from the VECP must be supported by computations sealed by a Professional registered in the State of Florida. A statement of the time by which approval of the VECP must be issued by the COUNTY to obtain the total estimated cost reduction during the remainder of this Contract noting any effect on the Contract completion time or delivery schedule. D. Processing Procedures: Two copies of each VECP shall be submitted to the County's Project Manger, or his /her duly authorized representative, VECPs will be processed expeditiously; however, the COUNTY will not be liable for any delay in acting upon a VECP submitted pursuant to this Section. The CONTRACTOR may withdraw, in whole or in part, a VECP not accepted by the COUNTY within the period specified in the VECP. The COUNTY shall not be liable for any VECP development cost in the case where a VECP is rejected or withdrawn. The COUNTY shall be the sole judge of the acceptability of a VECP and of the estimated net savings in construction and /or collateral costs from the adoption of all or any part of such proposal. In determining the estimated net savings, the right is reserved to disregard the Contract prices if, in the judgment of the COUNTY, such prices do not represent a fair measure of the value of Work to be performed or to be deleted. F -35 Prior to approval, the COUNTY may modify a VECP, with the concurrence of the CONTRACTOR, to make it acceptable. If any modification increases or decreases the net savings resulting from the VECP, the CONTRACTOR'S fair share will be determined upon the basis of the VECP modified and upon determination of final quantities. The net savings shall be computed by subtracting the revised total cost of all bid items affected by the VECP design from the total cost of the same bid items as represented in the Contract Documents. Prior to approval of the VECP, which initiates the supplemental Contract, the CONTRACTOR shall provide acceptable contract quality Plan sheets revised to show all details consistent with the VECP design. E. Computations for Change in Contract Cost of Performance: CONTRACTOR development and implementation costs for the VECP will not be recoverable. If the VECP is adopted, the CONTRACTOR'S share of the net savings as defined hereinafter shall be considered full compensation to the CONTRACTOR for the VECP. COUNTY costs of processing or implementation of a VECP will not normally be considered in the estimate. However, the COUNTY reserves the right, where it deems such action appropriate, to require the CONTRACTOR to pay the COUNTY'S cost of investigating and implementing a VECP submitted by the CONTRACTOR as a condition of considering such proposal. Where such a condition is imposed, the CONTRACTOR shall indicate his acceptance thereof in writing, and such acceptance shall constitute full authority for the COUNTY to deduct amounts payable to the COUNTY from any monies due or that may become due to the CONTRACTOR under the Contract. F. Computations for Collateral Costs: When collateral cost savings are sought by the CONTRACTOR, separate estimates must be prepared for collateral costs of both the existing Contract requirement and the proposed change. Each estimate shall consist of an itemized breakdown of all costs and the basis for the data used in the estimate. Cost benefits to the COUNTY include, but are not limited to: reduced costs of operation, maintenance or repair, and extended useful service life. Increased collateral costs include the converse of such factors. Computations shall be as follows: Costs shall be calculated over a 20 -year period on a uniform basis for each estimate. If the difference in the estimates as approved by the COUNTY indicate a savings, the CONTRACTOR shall divide the resultant amount by 20 to arrive at the average annual net collateral savings. The resultant savings shall be shared as stipulated in paragraph G below. G. Sharing Arrangements: If a VECP is approved by the COUNTY, the CONTRACTOR may be entitled to share in both construction savings and collateral savings to the full extent provided for in this subsection. Except for innovative ideas, the CONTRACTOR and COUNTY shall each receive 50 percent of net reduction in the cost of performance of this Contract. For innovative ideas, the reduction in the cost of performance shall be shared as follows: F -36 ACCRUED NET CONTRACTOR'S COUNTY'S SAVINGS SHARE % SHARE % Less than $25,000 85 15 $25,000 to $50,000 75 25 Over $50,000 50 50 If an approved change is identical or similar to a previously submitted VECP or an idea previously utilized by the COUNTY it will not be considered an innovative idea, thus, will only qualify for a 50 percent sharing of savings. When collateral savings occur, the CONTRACTOR shall receive 20 percent of the average one year's net collateral savings. The CONTRACTOR shall not receive construction savings or collateral savings on optional Work listed in this Contract until the COUNTY exercises its option to obtain that Work. ARTICLE 34 - CONTRACT TYPE The County's requirements in this contract are estimated and there is no commitment by the County to order any specified amount. Also, if the estimated quantities are not achieved, this shall not be the basis for an equitable adjustment. Moreover, if the Manager of Purchasing and Contracts determines that the Contractor's performance is Tess than satisfactory, the County may order the goods or services from other sources until the deficient performance has been cured or the contract terminated. ORDER LIMITATIONS a. Minimum Order - When the County requires goods or services covered by this contract in an amount Tess than $250.00, the County is not obligated to purchase, nor is the Contractor obligated to provide these goods or services under the contract. b. Maximum Order — The Contractor is not obligated to honor any order for goods or services in excess of $250,000. This is an indefinite quantity contract for the goods and /or services specified. The quantities of goods and /or services specified are estimates only and are not purchased by this Contract. Delivery or performance shall be only as authorized by orders in accordance with the terms of this contract. The Contractor shall furnish to the County, when and if ordered, the goods and /or services up to and including the quantity designated in the schedule as the "Total Estimated Amount." The County shall order at least the quantity designated as the "Minimum" during the initial contract performance period. The County may issue orders requiring delivery to multiple destinations or performance at multiple locations. ARTICLE 35 — PATENTS AND ROYALTIES Unless otherwise provided, the bidder shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of the contract. The Contractor, without exception, shall indemnify and save harmless the County and its employees from liability of any nature or kind, including cost and expenses for or on account of any copyrighted, patented, or unpatented invention, process, or article manufactured or F -37 supplied by the Contractor. In the event of any claim against the County of copyright or patent infringement, the County shall promptly provide written notification to the Contractor. If such a claim is made, the Contractor shall use its best efforts to promptly purchase for the County any infringing products or services or procure a license, at no cost to the County, which will allow continued use of the service or product. If none of the alternatives are reasonably available, the County agrees to return the article on request to the Contractor and receive reimbursement, if any, as may be determined by a court of competent jurisdiction. ARTICLE 36 - MULTIPLE AWARDS In the event of multiple awards the County, after any applicable contract minimums have been satisfied, will give the primary contractor first opportunity to perform all available work. If the County, at its sole discretion, determines the primary contractor cannot respond in time, an alternate contractor may be contacted to perform the required work. F -38 EXHIBIT A LEASED EMPLOYEE AFFIDAVIT I affirm that an employee leasing company provides my workers' compensation coverage. I further understand that my contract with the employee leasing company limits my workers' compensation coverage to enrolled worksite employees only. My leasing arrangement does not cover un- enrolled worksite employees, independent contractors, uninsured subcontractors or casual labor exposure. I hereby certify that 100% of my workers are covered as worksite employees with the employee leasing company. I certify that I do not hire any casual or uninsured labor outside the employee leasing arrangement. I agree to notify the County in the event that I have any workers not covered by the employee leasing workers' compensation policy. In the event that I have any workers not subject to the employee leasing arrangement, I agree to obtain a separate workers' compensation policy to cover these workers. I further agree to provide the County with a certificate of insurance providing proof of workers' compensation coverage prior to these workers entering any County jobsite. I further agree to notify the County if my employee leasing arrangement terminates with the employee leasing company and I understand that I am required to furnish proof of replacement workers' compensation coverage prior to the termination of the employee leasing arrangement. I certify that I have workers' compensation coverage for all of my workers through the employee leasing arrangement specified below: Name of Employee Leasing Company: Workers' Compensation Carrier: A.M. Best Rating of Carrier: Inception Date of Leasing Arrangement: I further agree to notify the County in the event that I switch employee - leasing companies. I recognize that I have an obligation to supply an updated workers' compensation certificate to the County that documents the change of carrier. Name of Contractor: Signature of Owner /Officer: Title: Date: EXHIBIT B POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 25 03 03 97 THIS ENDORSMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction Projects: "Any person or organization on whose behalf you are required to obtain a Designated Construction Project under a written contract or agreement" (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. For all sums which the insured becomes expenses under COVERAGE C legally obligated to pay as damages regardless of the number of: caused by "occurrences" under a. Insureds; COVERAGE A (SECTION 1), and for all b. Claims made or "suits" brought medical expenses caused by accidents or under COVERAGE C (SECTION 1), which c.Persons or organization making can be attributed only to ongoing claims or bringing "suits" operations at a single designated 3. Any payments made under construction project shown in the COVERAGE A Schedule above: for damages or under COVERAGE C 1. A separate Designated Construction for medical expenses shall reduce the Project General Aggregate Limit Designated Construction Project applies to each designated General Aggregate Limit for that construction project, and that limit is designated construction project. Such equal to the amount of the General payments shall not reduce the Aggregate Limit shown in the General Aggregate Limit shown in the Declarations. Declarations nor shall they reduce 2. The Designated Construction Project any other Designated Construction General Aggregate Limit is the most Project General Aggregate Limit for we will pay for the sum of all any other designated construction damages under COVERAGE A, project shown in the Schedule above. except damages because of "bodily 4. The limits shown in the Declarations injury" or "property damage" included for Each Occurrence, Fire Damage in the "products- completed and Medical Expense continue to operations hazard ", and for medical apply. However, instead of being CG 25- 03 -03 -97 Page 1 of 2 subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated Construction Project General Aggregate Limit. B. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under COVERAGE A (SECTION I), and for all medical expenses caused by accidents under COVERAGE C (SECTION I), which cannot be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. Any payments made under COVERAGE A for damages or under COVERAGE C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products - Completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Designated Construction Project General Aggregate Limit. C. When coverage for liability arising out of the "products- completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard" will reduce the Products - Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated Construction Project General Aggregate Limit. D. If the applicable designated construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. E. The provisions of Limits of Insurance (SECTION III) not otherwise modified by this endorsement shall continue to apply as stipulated. CG 25 03 03 97 Page 2 of 2 EXHIBIT C COMMERCIAL PROPERTY CP 00 20 06 07 BUILDERS RISK COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we ", "us" and "our" refer to the Company providing this insurance. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G., Definitions. scaffolding and construction forms. A. Coverage 2. Property Not Covered We will pay for direct physical loss of or Covered Property does not include: damage to Covered Property at the premises described in the Declarations a. Land (including land on which the caused by or resulting from any Covered property is located) or water; Cause Loss. b. The following property when outside of 1. Covered Property buildings: Covered Property as used in this (1) Lawns, trees, shrubs or plants; Coverage Part, means the type of (2) Radio or television antennas property described in this section, A.1., (including satellite dishes) and their lead - and limited in A.2., Property Not in wiring, master or towers; or Covered, If a Limit of Insurance is (3) Signs (other than signs attached to shown in the Declarations for that type buildings) of property. 3. Covered Causes of Loss Building Under Construction, See applicable Causes Of Loss Form as meaning the building or structure shown in the Declarations. described in the Declarations while in 4. Additional Coverages the course of construction, including: a. Debris Removal a. Foundations; (1) Subject to Paragraphs (3) and (4), we b. The following property: will pay your expense to remove (1) Fixtures and machinery; debris of Covered Property caused by (2) Equipment used to service the or resulting from a Covered Cause of building; and Loss that occurs during the policy (3) Your building materials and period. The expenses will be paid only supplies used for construction; if they are reported to us in writing Provided such property is intended to within 180 days of the date of direct be permanently located in or on the physical loss or damage. building or structure described in the (2) Debris Removal does not apply to Declarations or within 100 feet of its costs to: premises; (a) Extract "pollutants" from land or c. If not covered by other insurance, water; or temporary structures built or assembled on site, including cribbing, CP 00 20 06 07 Page l of 8 II (b) Remove, restore or replace polluted land or water. Limit or Insurance: $90,000 (3) Subject to the exceptions in paragraph Amount of Deductible: $ (4), the following provisions apply: 500 (a) The most we will pay for the total of Amount of Loss: direct physical loss or damage plus $50,000 debris removal expense is the Limit Amount of Loss Payable: of Insurance applicable to the $49,500 Covered Property that has ($50,000 - $500) sustained loss or damage. Debris Removal Expense: (b) Subject to (a) above, the amount $10,000 we will pay for debris removal Debris Removal Expense Payable: expense is limited to 25% of the $10,000 sum of the deductible plus ($10,000 is 20% of $50,000.) the amount that we pay for direct The debris removal expense is less than 25% physical loss or damage to the of the sum of the loss payable plus the Covered Property that has deductible. The sum of the loss payable and sustained loss or damage. the debris removal expense ($49,500 + (4) We will pay up to an additional $10,000 = $59,500.) is less than the Limit of $10,000 for debris removal expense, Insurance. Therefore, the full amount of debris for each location, in any one removal expense is payable in accordance occurrence of physical loss or damage with the terms of Paragraph (3). to Covered Property if one or both of Example #2 the following circumstances apply: Limit of Insurance: $90,000 (a) The total of the actual debris Amount of Deductible: $ removal expense plus the amount we 500 pay for direct physical loss or Amount of Loss: damage exceeds the Limit of $80,000 Insurance on the Covered Property Amount of Los Payable: that has sustained loss or damage. $79,500 (b) The actual debris removal expense ($80,000 - $500) exceeds 25% of the sum of the Debris Removal Expense: deductible plus the amount that we $30,000 pay for direct physical loss or Debris Removal Expense Payable damage to the Covered Property that Basic Amount: has sustained loss or damage. $10,500 Therefore if (4)(a) and /or (4)(b) apply, Additional Amount: $10,000 our total payment for direct physical The basic amount payable for debris removal loss or damage and debris removal expense under the terms of Paragraph (3) is expense may reach but will never calculated as follows: $80,000 ($79,500 + exceed the Limit of Insurance on the $500) x .25 = $20,000; capped at $10,500. Covered Property that has sustained The cap applies because the sum of the loss loss or damage, plus $10,000. payable ($79,500) and the basic amount (5) Examples payable for debris removal expense ($10,500) The following examples assume that cannot exceed the Limit of Insurance there is no Coinsurance penalty. ($90,000). Example #1 CP 00 20 06 07 Page 2 of 8 The additional amount payable for debris expense will be paid only if they are removal expense is provided in accordance reported to us in writing within 180 days of with the terms of Paragraph (4), because the the date on which the Covered Cause of debris removal expense ($30,000) exceeds Loss occurs. 25% of the loss payable plus the deductible This Additional Coverage does not apply to ($30,000 is 37.5% of $80,000), and because costs to test for, monitor or assess the the sum of loss payable and debris removal existence, concentration or effects of expense ($79,500 + $30,00 = $109,500) "pollutants ". But we will pay for testing would exceed the Limit of Insurance which is performed in the course of ($90,000). The additional amount of covered extracting the "pollutants" from the land or debris removal expense is $10,000, the water. maximum payable under Paragraph (4). Thus The most we will pay under this Additional the total payable for debris removal expense Coverage for each described premises is in this example is $20,500; $9,500 of the $10,000 for the sum of all covered debris removal expense is not covered. expenses arising out of Covered Causes b. Preservation Of Property of Loss occurring during each separate 12 If it is necessary to move Covered month period of this policy. Property from the described premises to 5. Coverage Extensions preserve it from loss or damage by a a. Building Materials And Supplies Of Covered Cause of Loss, we will pay for Others any direct physical loss or damage to that (1) You may extend the insurance provided property: by this Coverage Form to apply to (1) While it is being moved or while building materials and supplies that are: temporarily stored at another location; (a) Owned by others; and (b) In your care, custody or control; (2) Only if the loss or damage occurs (c) Located in or on the building within 30 days after the property is first described in the Declarations, or within moved. 100 feet of its premises; and c. Fire Department Service Charge (d) Intended to become a permanent part When the fire department is called to save of the building. or protect Covered Property from a (2) The most we will pay for loss or damage Covered Cause of Loss, we will pay up to under this Extension is $5,000 at each $1,000, unless a higher limit is shown in described premises, unless a higher Limit of Insurance is specified in the the Declarations, for your liability for fire Declarations. Our payment for loss of or department service charges: damage to property of others will only be (1) Assumed by contract or agreement for the account of the owner of the prior to loss; or property. (2) Required by local ordinance. b. Sod, Trees, Shrubs And Plants No Deductible applies to this Additional You may extend the insurance provided by Coverage. this Coverage Form to apply to loss or d. Pollutant Clean -up And Removal damage to sod, trees, shrubs and plants We will pay your expense to extract outside of buildings on the described "pollutants" from land or water at the premises, if the loss or damage is caused by described premises if the discharge, or results from any of the following causes of dispersal, seepage, migration, release or loss: escape of the "pollutants" is caused by or (1) Fire; results from a Covered Cause of Loss that (2) Lightning; occurs during the policy period. The CP 00 20 06 07 Page 3 of 8 l i (3) Explosion; Example #1 (4) Riot or Civil Commotion; or (This example assumes there is no penalty for (5) Aircraft. underinsurance.) The most we will pay for loss or damage Deductible: $ 1,000 under this Extension is $1,000, but not Limit of Insurance — Building #1: $ more than $250 for any one tree, shrub or 60,000 plant. These limits apply to any one Limit of Insurance — Building #2: $ occurrence, regardless of the types or 80,000 number of items lost or damaged in that Loss to Building #1: $ 60,100 occurrence. Loss to Building #2: $ 90,000 B. Exclusions And Limitations The amount of loss to Building #1 ($60,100) is See applicable Causes Of Loss From as less than the sum ($61,000) of the Limit of shown in the Declarations. Insurance applicable to Building #1 plus the C. Limits Of Insurance Deductible. The most we will pay for loss or damage in The Deductible will be subtracted from the any one occurrence is the applicable Limit of amount of loss in calculating the loss payable Insurance shown in the Declarations. for Building #1: The most we will pay for the loss or damage $60,100 to outdoor signs attached to buildings is - 1,000 $2,500 per sign in any one occurrence. $59,100 Loss Payable — Building #1 The limits applicable to the Coverage The Deductible applies once per occurrence Extensions and the Fire Department Service and therefore is not subtracted in determining Charge and Pollutant Clean -up And the amount of loss payable for Building #2. Removal Additional Coverage are in addition Loss payable for Building #2 is the Limit of to the Limit of insurance. Insurance of $80,000. Payments under the Preservation Of Total amount of loss payable:$59,100 + Property Additional Coverage will not $80,000 = $139,100. increase the applicable Limit of insurance. Example #2 D. Deductible (This example, too, assumes there is no In any one occurrence of loss or damage penalty for underinsurance.) (hereinafter referred to as loss), we will first The Deductible and Limits of Insurance are reduce the amount of loss if required by the same as those in Example #1 Additional Condition — Need For Adequate Loss to Building #1: $ 70,000 Insurance. If the adjusted amount of loss is (Exceeds Limit of Insurance plus Deductible) less than or equal to the Deductible, we will Loss to Building # 2 $ 90,000 not pay for that Toss. If the adjusted amount (Exceeds Limit of Insurance plus Deductible) of loss exceeds the Deductible, we will then Loss Payable - Building #1: $ 60,000 subtract the Deductible from the adjusted (Limit of Insurance) amount of loss, and will pay the resulting Loss Payable — Building #2 $ 80,000 amount or the Limit of Insurance, whichever (Limit of Insurance) is less. Total amount of loss payable: When the occurrence involves loss to more $140,000 than one item of Covered Property and E. Loss Conditions separate Limits of Insurance apply, the The following conditions apply in addition to losses will not be combined in determining the Common Policy Conditions and the application of the Deductible But the Commercial Property Conditions. Deductible will be applied only once per occurrence. CP 00 20 06 07 Page 4 of 8 1. Abandonment examination. There can be no abandonment of any (5) At our request, give us complete property to us. inventories of the damaged and Appraisal undamaged property. Include If we and you disagree on the value of quantities, costs, values and amount of the property or the amount of loss, either loss claimed. may make written demand for an appraisal (6) As often as may be reasonably of the loss. In this event, each party will required, permit us to inspect the select a competent and impartial property proving the loss or damage appraiser. The two appraisers will select and examine your books and records. and umpire. If they cannot agree, either Also permit us to take samples of may request that selection be made by a damaged and undamaged property for judge of a court having jurisdiction. The inspection, testing and analysis, and appraiser will state separately the value of permit us to make copies from your the property and amount of loss. If they fail books and records to agree, they will submit their differences (7) Send us a signed, sworn proof of loss to the umpire. A decision agreed to by any containing the information we request two will be binding. Each party will: to investigate the claim. You must do a. Pay its chosen appraiser; and this within 60 days after our request. b. Bear the other expenses of the We will supply you with the necessary appraisal and umpire equally. forms. If there is an appraisal, we will still retain (8) Cooperate with us in the investigation our right to deny claim. or settlement of the claim. 3. Duties In The Event Of Loss Or Damage b. we may examine any insured under a. You must see that the following are done oath while not in the presence of any in the event of loss or damage to Covered other insured and at such times as may Property: be reasonably required, about any (1) Notify the police if a law may have matter relating to this insurance or the been broken. claim, including an insured's books and (2) Give us prompt notice of the Toss or records. In the event of an damage. Include a description of the examination, an insured's answer must property involved. be signed. (3) As soon as possible, give us a 4. Loss Payment description of how, when and where a. In the event of loss or damage covered the Toss or damage occurred. by this Coverage Form, at our option, we (4) Take all reasonable steps to protect will either: the Covered Property from further (1) Pay the value of lost or damaged damage, and keep a record of your property; expenses necessary to protect the (2) pay the cost of repairing or replacing Covered Property, for consideration in the lost or damaged property, subject to the settlement of the claim. This will not b. below; increase the Limit of Insurance. (3) Take all or any part of property at an However, we will not pay for any agreed or appraised value; or subsequent loss or damage resulting (4) Repair, rebuild or replace the property from cause of loss that is not a with other property of like kind and Covered Cause of Loss. Also if quality, subject to b. below. feasible, set the damaged property We will determine the value of lost or aside and in the best possible order for damaged property, or the cost of its repair CP 00 20 06 07 Page 5 of 8 or replacement, in accordance with the applicable policy provisions applicable terms of the Valuation including Limits of Insurance, the Condition in this Coverage Form or any Valuation and Coinsurance Conditions applicable provision which amends or and all other provisions of this Loss supersedes the Valuation Condition. Payment Condition. Our payment under b. The cost to repair, rebuild or replace the provision of this paragraph does not does not include the increased cost alter any right of subrogation we may attributable to enforcement of any have against any entity, including the ordinance or law regulating the owner or insurer of the adjoining building, construction, use or repair of any and does not alter the terms of the property. Transfer Of Rights Of Recovery Against c. We will give notice of our intentions Others To Us Condition in this policy. within 30 days after we receive the sworn 5. Recovery Property proof of loss. If either you or we recover any property d. We will not pay you more than your after loss settlement, that party must give financial interest in the Covered the other prompt notice. At your option, the Property. property will be returned to you. You must e. We may adjust losses with the owners then return to us the amount we paid to of lost or damaged property if other than you for the property. We will pay recovery you. If we pay the owners, such expenses and the expenses to repair the payments will satisfy your claims against recovered property, subject to the Limit of us for the owners' property. We will not Insurance. pay the owners more than their financial 6. Valuation interest in the Covered Property. We will determine the value of Covered f. We may elect to defend you against Property at actual cash value as of the suits arising from claims of owners of time of loss or damage. property. We will do this at our expense. F. Additional Conditions g. We will pay for covered loss or damage The following conditions apply in within 30 days after we receive the sworn addition to the Common Policy Conditions proof of loss, if you have complied with and the Commercial Property Conditions. all of the terms of this Coverage Part 1. Mortgageholders and: a. The term mortgageholder includes trustee. (1) We have reached agreement with b. We will pay for covered loss of or damage you on the amount of loss; or to buildings or structures to each (2) An appraisal award has been made. mortgageholder shown in the Declarations h. A party wall is a wall that separates and in their order of precedence, as interests is common to adjoining buildings that are may appear. owned by different parties. In settling c. The mortgageholder has the right to covered losses involving a party wall, we receive loss payment even if the will pay a portion of the loss to the party mortgageholder has started foreclosure or wall based on your interest in the wall in similar action on the building or structure. proportion to the interest of the owner of d. If we deny your claim because of your the adjoining building. However, if you acts or because you have failed to comply elect to repair or replace your building with the terms of this Coverage Part, the and the owner of the adjoining building mortgageholder will still have the right to elects not to repair or replace the receive loss payment if the building, we will pay you the full value of mortgageholder: the loss to the party wall, subject to all CP 00 20 06 07 Page 6 of 8 (1) Pays any premium due under this Insurance bears to the value on the date of Coverage Part at our request if you completion of the building described in the have failed to do so; Declarations. (2) Submits a signed, sworn proof of EXAMPLE #1 (UNDERINSURANCE) loss within 60 days after receiving When: The value of the building on the date of notice from us of your failure to do so; completion is: $200,000 and The Limit of Insurance for it is: (3) Has notified us of any change in $100,000 ownership, occupancy or substantial The Deductible is: $ 500 change in risk known to the The amount of loss is: $ mortgageholder. 80,000 All of the terms of this Coverage Part will Step (1): $100,000 _ $200,000 =.50 then apply directly to the mortgageholder. Step (2): $80,000 x .50 = $40,000 e. If we pay the mortgageholder for any Step (3): $40,000 - $500 = $39,500. Toss or damage and deny payment to We will pay no more than $39,500. The you because of your acts or because you remaining $40,500 is not covered. have failed to comply with the terms of EXAMPLE #2 (ADEQUATE INSURANCE) this Coverage Part: When: The value of the building on the (1) The mortgageholder's rights under date of completion is: the mortgage will be transferred to us $200,000 to the extent of the amount we pay; The Limit of Insurance for it is: and $200,000 (2) The mortgageholder's right to recover The Deductible is: $ 1,000 the full amount of the mortgageholder's The amount of loss is: $ claim will not be impaired. 80,000 At our option, we may pay to the The limit of Insurance in the example is mortgageholder the whole principal on adequate and therefore no penalty applies. the mortgage plus any accrued interest. We will pay no more than $79,000 ($80,000 In this event, your mortgage and note will amount of loss minus the deductible of be transferred to us and you will pay your $1,000). remaining mortgage debt to us. 3. Restriction Of Additional Coverage — f. If we cancel this policy, we will give Collapse written notice to the mortgageholder at If the Causes Of Loss — Broad Form is least: applicable to this Coverage Form, (1) 10 days before the effective date of Paragraph C.2.f. of the Additional Coverage cancellation if we cancel for your — Collapse does not apply to this Coverage nonpayment of premium; or Form. (2) 30 days before the effective date of If the Cause Of Loss — Special Form is cancellation if we cancel for any other applicable to this Coverage Form, reason. Paragraphs D.2.c. and D.2.d of the g. If we elect not to renew this policy, we Additional Coverage Collapse do not apply will give written notice to the to this Coverage Form. mortgageholder at least 10 days before 4. When Coverage Ceases the expiration date of this policy. The insurance provided by this 2. Need for Adequate Insurance Coverage Form will end when one of the We will not pay a greater share of any following first occurs: loss than the portion that the Limit of CP 00 20 06 07 Page 7 of 8 G. Definitions a. This policy expires or is cancelled. "Pollutants" means any solid, liquid, b. The property is accepted by the gaseous or thermal irritant or contaminant, purchaser; including smoke, vapor, soot, fumes, c. Your interest in the property ceases; acids, alkalis, chemicals and waste. Waste d. You abandon the construction with no includes materials to be recycled, intention to complete it; reconditioned or reclaimed. e. Unless we specify otherwise in writing. (1) 90 days after construction is complete or; (2) 60 days after any building described in the Declarations is: (a) Occupied in whole or in part; or (b) Put to its intended use. CP 00 20 06 07 Page 8 of 8 EXHIBIT D COMMERCIAL PROPERTY CP 10 30 06 07 CAUSES OF LOSS — SPECIAL FORM Words and phrases that appear in quotation marks have special meaning. Refer to Section G., Definitions. A. Covered Causes Of Loss event; When Special is shown in the (2) Landslide including any earth sinking, Declarations, Covered Causes of Loss rising or shifting related to such event. means Risk of Direct Physical Loss unless (3) Mine subsidence, meaning subsidence the loss is: of a man -made mine, whether or not 1. Excluded in Section B., Exclusions; mining activity has ceased; or (4) Earth sinking (other than sinkhole 2. Limited in Section C., limitations; collapse), rising or shifting including that follow. soil conditions which cause settling, B. Exclusions cracking or other disarrangement of 1. We will not pay for loss or damage foundations or other parts or realty. Soil caused directly or indirectly by any of the conditions include contraction, following. Such loss or damage is expansion, freezing, thawing, erosion, excluded regardless of any other cause or improperly compacted soil and the event that contributes concurrently or in action of water under the ground any sequence to the Toss. surface. a. Ordinance or Law But if Earth Movement, as described in The enforcement of any ordinance or b.(1) through (4) above, results in fire or law: explosion, we will pay for the loss or (1) Regulating the construction, use or damage caused by that fire or explosion. repair of any property; or (5) Volcanic eruption, explosion or (2) Requiring the tearing down of any effusion. But if volcanic eruption, property, including the cost of explosion or effusion results in fire, removing its debris. building glass breakage or Volcanic This exclusion, Ordinance Or Law Action, we will pay for the loss or applies whether the Toss results from: damage caused by that fire, building (a) An ordinance or law that is glass breakage or Volcanic Action. enforced even if the property has Volcanic Action means direct loss or not been damaged; or damage resulting from the eruption of a (b) The increased costs incurred to volcano when the Toss or damage is comply with an ordinance or law caused by: in the course of construction, (a) Airborne volcanic blast or airborne repair, renovation, remodeling or shock waves; demolition of property, or removal (b) Ash, dust or particulate matter; or of its debris, following a physical (c) Lava flow. loss to that property. All volcanic eruptions that occur within b. Earth movement any 168 -hour period will constitute a (1) Earthquake, including any earth single occurrence. sinking, rising or shifting related to such CP 10 30 06 07 Page 1 of 10 Volcanic Action does not include the not limited to service relating to Internet cost to remove ash, dust or particulate access or access to any electronic, matter that does not cause direct cellular or satellite network. physical loss or damage to the f. War And Military Action described property. (1) War, including undeclared or civil c. Governmental Action war; Seizure or destruction of property by (2) Warlike action by military force, order of governmental authority. including action in hindering or But we will pay for loss or damage defending against an actual or caused by or resulting from acts of expected attack, by any destruction ordered by governmental government, sovereign or other authority and taken at the time of a fire to authority using military personnel or prevent its spread, if the fire would be other agents; or covered under this Coverage Part. (3) Insurrection, rebellion, revolution, d. Nuclear Hazard usurped power, or action taken by Nuclear reaction or radiation, or governmental authority in hindering radioactive contamination, however or defending against any of these. caused. g. Water But if nuclear reaction or radiation, or (1) Flood, surface water, waves, tides, radioactive contamination, results in fire, tidal waves, overflow of any body of we will pay for the loss or damage water or their spray, all whether caused by that fire. driven by wind or not; e. Utility Services (2) Mudslide or mudflow; The failure of power, communication, (3) Water that backs up or overflows water or other utility service supplied to from a sewer, drain or sump; or the described premises, however (4) Water under the ground surface caused, if the failure: pressing on, or flowing or seeping (1) Originates away from the described through: premises; or (a) Foundations, walls, floors or paved (2) Originates at the described premises surfaces; but only if such failure involves (b) Basements, whether paved or not; equipment used to supply the utility or service to the described premises (c) Doors, windows or other openings. from a source away from the But if Water, as described in g.(1). described premises. Through g.(4). above, results in fire, Failure of any utility service includes lack explosion or sprinkler leakage, we will pay of sufficient capacity and reduction in for the Toss or damage caused by that fire supply. Loss or damage caused by a explosion or sprinkler leakage. surge of power is also excluded, if the h. "Fungus ", Wet Rot, Dry Rot And surge would not have occurred but for an Bacteria event causing failure of power. Presence, growth, proliferation, spread But if the failure or surge of power, or the or any activity of "fungus ", wet or dry rot failure of communication water or other or bacteria. utility service, results in Covered Cause But if "fungus ", wet or dry rot or bacteria of loss, we will pay for the loss or results in a "specified cause of Toss ", we damage caused by that Covered Cause will pay for the loss or damage caused of Loss. by that "specified cause of loss ". This Communication services include but are exclusion does not apply: CP 10 30 06 07 Page 2 of 10 1. When "fungus ", wet or dry rot or (5) Nesting or infestation, or discharge or bacteria results from fire or lightning; or release of waste products or secretions, 2. To the extent that coverage is by insects, birds, rodents or other provided in the Additional Coverage — animals. Limited Coverage For "Fungus ", Wet (6) Mechanical breakdown, including Rot, Dry Rot And Bacteria with rupture or bursting caused by centrifugal respect to loss or damage by a cause force. But if mechanical breakdown of loss other than fire or lightning. results in elevator collision, we will pay Exclusions B.1.a. through B.1 h. apply for the loss or damage caused by the whether or not the Toss event results in elevator collision. widespread damage or affects a substantial (7) The following causes of loss to personal area. property: 2. We will not pay for loss or damage (a) Dampness or dryness of caused by or resulting from any of the atmosphere; following: (b) Changes in or extremes of a. Artificially generated electrical, magnetic temperature; or or electromagnetic energy that damages, (c) Marring or scratching. disturbs, disrupts or otherwise interferes But if an excluded cause of loss that is listed with any: in 2.d.(1). through (7) results in a "specified (1) Electrical or electronic wire, device, cause of loss" or building glass breakage, appliance, system or network; or we will pay for the loss or damage caused (2) Device, appliance, system or by that "specified cause of loss" or building network utilizing cellular or satellite glass breakage. technology. e. Explosion of steam boilers, steam pipes, For the purpose of this exclusion, steam engines or steam turbines owned or electrical, magnetic or electromagnetic leased by you, or operated under your energy includes but is not limited to: control. But if explosion of steam boilers, (a) Electrical current, including arcing; steam pipes, steam engines or steam (b) Electrical charge produced or turbines result in fire or combustion conducted by a magnetic or explosion, we will pay for the loss or electromagnetic field; damage caused by that fire or combustion (c) Pulse of electromagnetic energy; or explosion. We will also pay for loss or (d) Electromagnetic waves or damage caused by or resulting from microwaves. explosion of gases or fuel within the But if fire results, we will pay for the loss or furnace of any fired vessel or within the damage caused by the fire. flues or passages through which the gases b. Delay, loss of use or loss of market. of combustion pass. c. Smoke, vapor or gas from agricultural f. Continuous or repeated seepage or smudging or industrial operations leakage of water, or the presence or condensation of humidity, moisture or d. (1) Wear and tear; vapor, that occurs over period of 14 days (2) Rust or other corrosion, decay, or more. deterioration, hidden or latent defect or g. Water, other liquids, powder or molten any quality in property that causes it to material that Teaks or flows from plumbing, damage or destroy itself; heating, air conditioning or other (3) Smog; equipment (except fire protective systems) (4) Setting, cracking, shrinking or caused by or resulting from freezing, expansion; unless: CP 10 30 06 07 Page 3 of 10 (1) You do your best to maintain heat in (i) The "specified cause of loss "; the building or structure; or (ii) Breakage of building glass; (2) You drain the equipment and shut off (iii) Weight of rain that collects on a the supply if the heat is not maintained. roof; or h. Dishonest or criminal act by you, any of (iv) Weight of people or personal your partners, members, officers, roperty. managers, employees (including leased I. Discharge, dispersal, seepage, migration, employees), directors, trustees, authorized release or escape of "pollutants" unless representatives or anyone to whom you the discharge, dispersal, seepage, entrust the property for any purpose. migration, release or escape is itself (1) Acting alone or in collusion with others; caused by any of the "specified causes of or loss ". But if the discharge, dispersal, (2) You drain the equipment and shut off seepage, migration, release or escape of the supply if the heat is not maintained. "pollutants" results in "specified cause of This exclusion does not apply to acts of loss ", we will pay for the loss or damage destruction by your employees (including caused by that "specified cause of loss ". leased employees); but theft by employees The exclusion, 1., does not apply to (including leased employees) is not damage to glass caused by chemicals covered. applied to glass. i. Voluntary parting with any property by you m. Neglect of an insured to use all or anyone else to whom you have reasonable means to save and preserve entrusted the property if induced to do so property from further damage at and by any fraudulent scheme, trick, device or after the time loss. false pretense. 3. We will not pay for loss or damage caused j. rain, snow, ice or sleet to personal by or resulting from any of the following, 3.a. property in the open. through 3.c. But if an excluded cause of k. Collapse, including any of the following loss that is listed in 3.a. through 3.c. results conditions of property or any part of the in a Covered Cause of Loss, we will pay for property: the loss or damage caused by that Covered (1) An abrupt falling down or caving in; Cause of Loss. (2) Loss of structural integrity, including a. Weather conditions. But this exclusion separation of parts of the property or only applies if weather conditions property in danger of falling down or contribute in any way with a cause or caving in; or event excluded in Paragraph 1. above to (3) Any cracking, bulging, sagging, produce the loss or damage. bending, leaning, setting, shrinkage or b. Acts or decisions, including the failure to expansion as such condition relates to act or decide, of any person, group, (1) or (2) above. organization or governmental body. But if collapse results in a Covered Cause c. Faulty, inadequate or defective: of Loss at the described premises, we will (1) Planning, zoning, development, pay for the loss or damage caused by that surveying, siting; Covered Cause of Loss. (2) Design, specifications, workmanship, The exclusion, k., does not apply: repair, construction, renovation, (a) To the extent that coverage is remodeling, grading, compaction; provided under the Additional (3) Materials used in repair, construction Coverage — Collapse; or renovation or remodeling; or (b) To collapse caused by one or more (4) Maintenance; of the following: CP 10 30 06 07 Page 4 of 10 of part or all of any property on or off the contract beyond the "period of described premises. restoration ". 4. Special Exclusions (5) Any other consequential loss. The following provisions apply only to the b. Leasehold interest Coverage Form specified Coverage Forms. (1) Paragraph B.1.a., Ordinance Or Law, a. Business Income (And Extra Expense) does not apply to insurance under this Coverage Form, Business Income Coverage Form. (Without Extra Expense) Coverage (2) We will not pay for any loss caused by: Form, Or Extra Expense Coverage Form (a) Your cancelling the lease; We will not pay for: (b) The suspension lapse or (1) Any loss caused by or resulting from: cancellation of any license; or (a) Damage or destruction of "finished (c) Any other consequential loss. stock "; or c. Legal liability Coverage Form (b) The time required to reproduce (1) The following exclusions do not apply "finished stock ". to insurance under this Coverage This exclusion does not apply to Extra Form: Expense. (a) Paragraph B.1.a., Ordinance Or (2) Any loss caused by or resulting from Law; direct physical loss or damage to radio (b) Paragraph B.1.c., Governmental or television antennas (including Action satellite dishes) and their lead in- wiring, (c) Paragraph B.1.d., Nuclear Hazard; masts or towers. (d) Paragraph B.1.e., Utility Services; (3) Any increase of loss caused by or and resulting from: (e) Paragraph B.1.f., War And Military (a) Delay in rebuilding, repairing or Action replacing the property or resuming (2) The following additional exclusions "operations ", due to interference at apply to insurance under this Coverage the location of the rebuilding, repair Form: or replacement by strikers or other (a) Contractual Liability persons; or We will not defend any claim or (b) Suspension, lapse or cancellation "suit ", or pay damages that you are of any license, lease or contract. legally liable to pay solely by reason But if the suspension, lapse or of your assumption of liability in a cancellation is directly caused by contract or agreement. But the "suspension" of "operations ", we this exclusion does not apply to a will cover such loss that affects your written lease agreement in which Business Income during the "period you have assumed liability for of restoration" and any extension of building damage resulting from an the "period of restoration" in actual or attempted burglary or accordance with the terms of the robbery, provided that: Extended business Income (i) Your assumption of liability was Additional Coverage and the executed prior to accident; and Extended Periods Of Indemnity (ii) The building is Covered Optional Coverage or any variation Property under this Coverage of these. Form. (4) Any Extra Expense caused by or (b) Nuclear Hazard resulting from suspension, lapse or We will not defend any claim or cancellation of any license, lease or "suit ", or pay any damages, Toss, CP 10 30 06 07 Page 5 of 10 expense or obligation, resulting inside such boilers or equipment, from nuclear reaction or radiation, other than an explosion. or radioactive contamination, c. The interior of any building or however caused. structure or to personal property in 5. Additional Exclusion the building or structure, caused by or The following provisions apply only to the resulting from rain, snow, sleet, ice, specified property. sand or dust, whether driven by wind LOSS OR DAMAGE TO PRODUCTS or not, unless: We will not pay for Toss or damage to any (1) The building or structure first merchandise, goods or other product caused sustains damage by a Covered by or resulting from error or omission by any Cause of Loss to its roof or walls person or entity (including those having through which the rain, snow, possession under an arrangement where sleet, ice, sand or dust enters; or work or a portion of the work is outsourced) (2) The loss or damage is caused by in any stage of the development, production or results from thawing of snow, or use of the product, including planning, sleet or ice on the building or testing, processing, packaging, installation, structure. maintenance or repair. This exclusion d. Building materials and supplies not applies to any effect that compromises the attached as part of the building or form, substance or quality of the product. structure caused by or resulting from But if such error or omission results in a theft. Covered Cause loss, we will pay for the loss However, this limitation does not apply or damage caused by that Covered Cause to: of Loss. (1) Building materials and supplies C. Limitations held for sale by you, unless they The following limitations apply to all are insured under the Builders policy forms and endorsements, unless Risk Coverage Form; or otherwise stated. (2) Business Income Coverage or 1. We will not pay for Toss of or damage Extra Expense Coverage. to property, as described and limited in e. Property that is missing, where the the section. In addition, we will not pay only evidence of the loss or damage for any loss that is a consequence of is a shortage disclosed on taking loss or damage as described and inventory, or other instances where limited in this section. there is no physical evidence to show a. Steam boilers, steam pipes steam what happened to the property. engines or steam turbines caused by f. Property that has been transferred to or resulting from any condition or a person or to a place outside the event inside such equipment. But we described premises on the basis of will pay for Toss of or damage to such unauthorized instructions. equipment caused by or resulting 2. We will not pay for loss of or damage to the from an explosion of gases or fuel following types of property unless caused by within the furnace of any fired vessel the "specified causes of loss" or building or within the flues or passages glass breakage: through which the gases of a. Animals, and then only if they are killed or combustion pass. their destruction is made necessary. b. Hot water boilers or other water b. Fragile articles such as statuary, marbles, heating equipment caused by ore chinaware and porcelains, if broken. This resulting from any condition or event restriction does not apply to: CP 10 30 06 07 Page 6 of 10 (1) Glass; or Business Income Coverage or to Extra (2) Containers of property held for sale. Expense Coverage. c. Builders' machinery, tools and equipment D. Additional Coverage — Collapse owned by you or entrusted to you, The coverage provided under this Additional provided such property is Covered Coverage — Collapse applies only to an Property. abrupt collapse as described and limited in (1) If the property is located on or within D.1., through D.7., 100 feet of the described premises, 1. For the purpose of this Additional unless the premises is insured under Coverage — Collapse, abrupt collapse the Builders Risk Coverage Form; or means an abrupt falling down or caving in (2) To Business Income Coverage or to of a building or any part of a building with Extra Expense Coverage. the result that building or part of the 3. The special limit shown for each category, building cannot be occupied for its a. through d., is the total limit for loss of or intended purpose. damage to all property in that category. The 2. We will pay for direct physical loss or special limit applies to any one occurrence damage to Covered Property, caused by of theft, regardless of the types or number of abrupt collapse of building or any part of a articles that are lost or damaged in that building that is insured under this occurrence. The special limits are: Coverage Form or that contains Covered a. $2,500 for furs, fur garments and Property insured under this Coverage garments trimmed with fur. Form, if such collapse is caused by one or b. $2,500 for jewelry, watches, watch more of the following. movements, jewels, pearls, precious and semiprecious stones, bullion, gold, silver, a. Building decay that is hidden from view platinum, and other precious alloys or unless the presence of such decay is metals. This limit does not apply to jewelry known to an insured prior to collapse; and watches worth $100 or less per item. b. Insect or vermin damage that is hidden c. $2,500 for patterns, dies, molds and from view, unless the presence of such forms. damage is known to an insured prior to d. $250 for stamps, tickets, including lottery collapse; tickets held for sale, and letters for credit. c. Use of defective material or methods in These special limits are part of, not in construction, remodeling or renovation if addition to, the Limit of Insurance applicable the abrupt collapse occurs during the to the Covered Property. course of the construction, remodeling or This limitation, C.3., does not apply to renovation. Business Income Coverage or Extra d. Use of defective material or methods in Expense Coverage. construction, remodeling or renovation if 4. We will not pay the cost to repair any defect the abrupt collapse occurs after the to a system or appliance from which water, construction, remodeling or renovation is other liquid, powder or molten material complete but only if the collapse is escapes. But we will pay the cost to repair or caused in part by: replace damaged parts of fire - extinguishing (1) A cause of loss listed in 2.a. or 2.b.; equipment if the damage: (2) One or more of the "specified causes a. Results in discharge of any substance of loss "; from an automatic fire protection system; (3) Breakage of building glass; or (4) Weight of people or personal b. Is directly caused by freezing. property; or However, this limitation does not apply to (5) Weight of rain that collects on a roof. CP 10 30 06 07 Page 7 of 10 3. This Additional Coverage — Collapse that kind of property is considered to be does not apply to: personal property or real property. a. A building or any part of a building that The coverage stated in the Paragraph 5. is in danger of falling down or caving in; does not apply to personal property if b. A part of a building that is standing, marring and /or scratching is the only even if it has a separated from another damage to that personal property caused part of the building; or by the collapse. c. A building that is standing or any part of 6. This Additional Coverage — Collapse does a building that is standing even if it not apply to a personal property that has shows evidence of cracking, bulging, not abruptly fallen down or caved in, even sagging, bending, leaning, setting, if the personal property shows evidence of shrinkage or expansion. cracking, bulging, sagging, bending, 4. With respect to the following property: leaning, settling, shrinkage or expansion. a. Outdoor radio or television antennas 7. This Additional Coverage — Collapse will (including satellite dishes) and their lead- not increase the Limits of Insurance in wiring, masts or towers; provided in this Coverage Part. b. Awnings, gutters and downspouts; 8. The term Covered Cause of Loss includes c. Yard fixtures; the Additional Coverage — Collapse as d. Outdoor swimming pools; described and limited in D.1. through D.7. e. Fences; E. Additional Coverage — Limited Coverage f. Piers, wharves and docks; For "Fungus ", Wet Rot, Dry Rot And g. Beach or diving platforms or Bacteria appurtenances; 1. The coverage described in E.2. and E.6. h. Retaining walls; and only applies when the "fungus ", wet or dry i. Walks, roadways and other paved rot or bacteria is the result of one or more surfaces; of the following causes that occurs during if an abrupt collapse is caused by cause of the policy period and only if all reasonable loss listed in 2.a. through 2.d., we will pay means were used to save and preserve for loss or damage to that property only if: the property from further damage at the (1) Such loss or damage is a direct time of and after that occurrence. result of the abrupt collapse of a a. A "specified cause of loss" other than building insured under this Coverage fire or lightning; or Form. b. Flood, if Flood Coverage Endorsement (2) The property is Covered Property applies to the affected premises. under this Coverage Form. 2. We will pay for loss or damage by 5. If personal property abruptly falls down or "fungus" wet or dry rot or bacteria. As used caves in and such collapse is not the in this Limited Coverage, the term loss or result of abrupt collapse of a building, we damage means: will pay for loss or damage to Covered a. Direct physical loss or damage to property caused by such collapse of Covered Property caused by "fungus ", personal property only if: wet or dry rot or bacteria including the a. The collapse of personal property was cost of removal of the "fungus ", wet or caused by a cause of loss listed in 2.a. dry rot or bacteria; through 2.d.; b. The cost to tear out and replace any b. The personal property which collapses part of the building or other property as is inside a building; and needed to gain access to the "fungus ", c. The property which collapses is not of a wet or dry rot or bacteria; and kind listed in 4., regardless of whether c. The cost of testing performed after CP 10 30 06 07 Page 8 of 10 removal, repair, replacement or Coverage applies to the described restoration of the damaged property is premises and only if the "suspension" of completed, provided there is a reason to "operations" satisfies all terms and believe that "fungus ", wet or dry rot or conditions of the applicable Business bacteria are present. Income and /or Extra Expense Coverage 3. The coverage described under E.2. of Form. this Limited Coverage is limited to a. If the loss which resulted in "fungus ", $15,000. Regardless of the number of wet rot or dry rot or bacteria does not in claims, this limit is the most we will pay for itself necessitate a "suspension" of the total of all loss or damage arising out of "operations ", but such "suspension" is all occurrences of "specified cause of loss" necessary due to loss or damage to (other than fire or lightning) and Flood property caused by "fungus" wet or dry which take place in a 12 month period rot or bacteria, then our payment under (starting with the beginning of the present Business Income and /or Extra Expense annual policy period). With respect to a is limited to the amount of loss and /or particular occurrence of loss which results expense sustained in a period of not in "fungus ", wet or dry rot or bacteria, we more than 30 days. The days need not will not pay more than a total of $15,000 be consecutive. even if the "fungus ", wet or dry rot or b. If a covered "suspension" of bacteria continues to be present or active, "operations" was caused by loss or or recurs, in a later policy period. damage other than "fungus ", wet or dry 4. The coverage provided under this Limited rot or bacteria but remediation of Coverage does not increase the applicable "fungus ", wet or dry rot or bacteria but Limit of Insurance on any Covered remediation of "fungus ", wet or dry rot or Property. If a particular occurrence results bacteria prolongs the "period of in loss or damage by "fungus ", wet or dry restoration ", we will pay for loss and /or rot or bacteria, and other loss or damage, expense sustained during the delay we will not pay more, for the total of all loss (regardless of when such delay occurs or damage, than the applicable Limit of during the "period of restoration "), but Insurance on the affected Covered such coverage is limited to 30 days. The Property. days need not be consecutive. If there is covered loss or damage to F. Additional Coverage Extensions Covered Property, not caused by "fungus ", 1. Property In Transit wet or dry rot or bacteria, loss payment will This Extension applies only to your not be limited by the terms of this Limited personal property to which this form Coverage, except to the extent that applies. "fungus ", wet or dry rot or bacteria causes a. You may extend the insurance provided an increase in the loss. Any such increase by this Coverage Part to apply to your in the loss will be subject to the terms personal property (other than property in of this Limited Coverage. the care, custody or control of your 5. The terms of this Limited Coverage do not salespersons) in transit more than 100 increase or reduce the coverage provided feet from the described premises. under Paragraph F.2. (Water Damage, Property must be in or on a motor vehicle Other Liquids, Powder Or Molten Material you own, lease or operate while between Damage) of this Causes Of Loss Form or points in the coverage territory. under the Additional Coverage — Collapse. b. Loss or damage must be caused by or 6. The following, 6.a or 6.b., applies only if result from one of the following causes of Business Income and /or Extra Expense loss: CP 10 30 06 07 Page 9 of 10 (1) Fire, lightning, explosion, windstorm 2. "Specified cause of loss" means the or hail riot or civil commotion, or following: fire; lightning; explosion; vandalism. windstorm or hail; smoke; aircraft or (2) Vehicle collision, upset or overturn. vehicles; riot or civil commotion; Collision means accidental contact of vandalism; leakage from fire - extinguishing your vehicle with another vehicle or equipment; sinkhole collapse; volcanic object. It does not mean your action; falling objects; weight of snow, ice vehicle's contact with the roadbed. or sleet; water damage. (3) Theft of an entire bale, case or a. Sinkhole collapse means sudden package by forced entry into a sinking or collapse of land into securely locked body or compartment underground empty spaces created by of the vehicle. There must be visible the action of water on limestone or marks of the forced entry. dolomite. This cause of loss does not c. The most we will pay for loss or damage include: under this Extension is $5,000. (1) The cost of filling sinkholes; or This Coverage Extension is additional (2) Sinking or collapse of land into insurance. The Additional Condition, manmade underground cavities. Coinsurance, does not apply to this b. Falling objects does not include loss or Extension. damage to: 2. Water Damage, Other Liquids, Powder (1) Personal property in the open; or Or Molten Material Damage (2) The interior of a building or structure, If loss or damage caused by or resulting or property inside a building or from covered water or other liquid, powder structure, unless the roof or an or molten material damage loss occurs, we outside wall of the building or will also pay the cost to tear out and structure is first damaged by a falling replace any part of the building or structure object. to repair damage to the system or appliance from which the water or other c. Water damage means accidental substance escapes. This Coverage discharge or leakage of water or steam Extension does not increase the Limit of as the direct result of the breaking apart Insurance. or cracking of a plumbing, heating, air 3. Glass conditioning or other system or appliance a. We will pay for expenses incurred to put (other than a sump system including its up temporary plates or board up related equipment and system including openings if repair or replacement of its related equipment and parts), that is damaged glass is delayed. located on the described premises and b. We will pay for expenses incurred to contains water or steam. remove or replace obstructions when repairing or replacing glass that is part of a building. This does not include removing or replacing window displays. The Coverage Extension, F.3., does not increase the Limit of Insurance. G. Definitions 1. "Fungus" means type or form of fungus, including mold or mildew, and any mycotoxins, spores, scents or by- products produced or released by fungi. CP 10 30 06 07 Page l0 of 10 EXHIBIT E POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED — OWNERS, LESSEES OR CONTRACTORS SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location(s) Of Covered Operations Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is B. With respect to the insurance afforded to amended to incline as an additional insured these additional insureds, the following the person(s) or organization(s) shown in the additional exclusions apply: Schedule but only with respect to liability for The insurance does not apply to "bodily "bodily injury ", "property damage" or injury" or "property damage" occurring after: "personal and advertising injury" caused, in 1. All work, including materials, parts or whole or in part by: equipment furnished in connection with 1. Your acts omissions; or such work, on the project (other than 2. The acts or omissions of those acting on service, maintenance or repairs) to be your behalf; performed by or on behalf of the additional In the performance of your ongoing insured(s) at the location of the covered operations for the additional insured(s) at the operations has been completed; or location(s) designated above. 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG -20- - 10 -07 -04 Page 1 of 1 EXHIBIT F POLICY NUMBER: COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED — DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Orange County 201 S. ROSALIND AVE ORLANDO, FL 32801 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with you premises owned by or rented to you. CG 20 26 07 04 Page 1 of 1 PART G SPECIAL CONDITIONS DESCRIPTION Work under this contract will consist of the removal and replacement of existing damaged sidewalks, driveway approaches, pedestrian ramps and curbs as directed by the Manager or designee of the Roads & Drainage Division. On occasions, the work may consist of the construction of new sidewalk areas where no previous sidewalks existed. 1. All work under this contract shall be performed under the supervision of the Manager of the Orange County Roads & Drainage Division or designee, 4200 South John Young Parkway, Orlando, Florida, 32839 -9205. 2. The Contractor shall coordinate all inspections with the County's Representative. The Contractor shall verify that all work associated with the project and scheduled to be inspected is complete. The Contractor shall be responsible for the solution of any problems or discrepancies that may arise during the inspection process. 3. The Contractor shall institute a quality control plan for this contract which will make available to the County for approval. The Contractor shall be responsible for and shall verify all quality control actions to the County's Representative as directed. 4. Maintenance of Traffic (M.O.T.) shall conform to F.D.O.T.'s most current editions of the "Roadway and Traffic Design Standards" for Design, Construction, and Maintenance Systems and the Federal Highway Administration (F.H.W.A.) "Manual on Uniform Traffic Control Devices (M.U.T.C.D.) for Streets and Highways ". These documents can be ordered from F.D.O.T., Maps, and Publications Department, 605 Suwannee Street, Tallahassee, Florida, 32399- 0450, Phone (904) 488 -9220. A proposed traffic control plan shall be submitted to the County's Representative for approval, two working days prior to starting work. The plan must include project name, location and performance period. A safe pedestrian way shall be included for work to be performed on all major /minor roads or for work to be performed within 1 -mile of any school. An approved copy of the traffic plan shall be kept on the job site at all times. All costs associated with M.O.T. must be included with the unit price for sidewalk replacement. IF THE CONTRACTOR IS FOUND NOT TO BE IN COMPLIANCE WITH F.H.W.A.'S M.U.T.C.D. (I.E. SIGNS, QUALIFIED PERSONNEL, BARRICADES, ETC.), THE COUNTY RESERVES THE RIGHT TO DIRECT THE CONTRACTOR TO CEASE OPERATION UNTIL DEFICIENCIES ARE CORRECTED. IN ADDITION, NO ROAD CLOSURES WILL BE ALLOWED EXCEPT IN THE CASE OF EMERGENCIES. 5. THE USE OF PUBLIC ROADS AND STREETS BY THE CONTRACTOR WILL PROVIDE A MINIMUM INCONVIENCE TO THE PUBLIC AND TRAFFIC. G1 6. The Contractor shall comply with the most current edition of the Accident Prevention Manual pertaining to employee safety and applicable Occupational Safety and Health Administration (O.S.H.A.) and Orange County Standards. The Contractor will be responsible for obtaining copies of these publications by contacting the F.D.O.T. Maps and Publications Department in Tallahassee, O.S.H.A. Regional Office in Atlanta, Ga. and Orange County Public Works in Orlando, respectively. 7. A mandatory Pre -work Conference will be conducted by the County's Representative to ensure understanding and cooperation of all parties. 8. The County's Representative will be entitled at all times to be advised, at his /her request, as to the status and details of the work being completed by the Contractor in a format he /she requires. The Contractor will maintain coordination with the County's Representative at all times. Either party may request and be granted a conference upon request in a timely manner. The Contractor will inform the County's Representative daily as to the locations to be worked and the areas completed the previous day. In addition, written notification with details on activities to be performed during the day (e.g., saw cutting, framing, pouring, etc.) and listing all issues that may have occurred before and after the inspectors were on site the previous day. This update can be submitted via e- mail and this notification is in addition to the daily report and must be received no later than 7:30 AM (daily). 9. It is the Contractor's responsibility to visit the work site prior to starting operations on any assigned project to ascertain site conditions. The Contractor will submit a work schedule and required drawings prior to beginning any work ordered. The work schedule will contain the location of the work each day. The drawings shall include specific details on work to be provided, materials, applicable design standards and location. The Contractor will consult with the County's Representative prior to any schedule variance. The notification will occur the day before the day of the scheduled variance and must be agreed to by the County's Representative. 10. No work will begin until a Delivery Order has been issued to the Contractor. The Delivery Order will contain a start date and completion date for each project released under this contract. Should the Contractor fail to complete all work on or before the date stipulated for completion on a Delivery Order, or such later date as may result from an extension granted by the County, he /she will pay and /or the County may retain from the compensation otherwise to be paid to the Contractor, as liquidated damages, the sum of two hundred ($200) dollars for each consecutive calendar day (including weekends) after the date allowed by the Delivery Order until all of the work associated with the project is 100 % complete. G2 For any project released under this contract, liquidated damages in the amount of two hundred (200) dollars per work day may be assessed if one or more of the following conditions occur: 10.1 The project is not completed by the completion date as established in the delivery order or as authorized by the County's Representative - Liquidated damages will start the first work day after the date the project was scheduled to be completed and will continue for each work day thereafter until the project is complete. 10.2 The Contractor does not correct deficient areas as specified within the allotted time frame after the punch list is sent to the Contractor for correction - These liquidated damages will start the eighth work day after notification and will continue for each work day thereafter until reported deficiencies are corrected per contract specifications. As a courtesy to the Contractor, an email notification on liquidated damages to be assessed will be sent by the County's Representative. Should the Contractor disagree with the assessed amount, the Contractor shall immediately contact the County's Representative to discuss the reasons for disagreement. As previously specified, time extensions shall not be granted after the fact and will not be considered as part of the appeal. No revisions will be made after the Contractor has received payment for any projects. 11. The Contractor will supervise and direct the work efficiently with due care, skill and attendance. The Contractor will be responsible to ensure that the finished work complies accurately with the specifications. 12. The Contractor will provide competent, suitable and qualified personnel to perform the work as required by the specifications. The Contractor will, at all times, maintain good discipline and order at the work site. The Contractor will provide a list of all foreman and supervisors who will perform the work. This list will also contain twenty -four (24) hour emergency telephone numbers. All staff (including Supervisors) will be required to perform all obligations and functions on County property in a professional and business -like manner and must wear uniforms identifying the company name. 13. The Contractor will designate a competent Contractor's Representative who will not be replaced without written notice to the County's Representative at least twenty - four (24) hours before or after the incident. The Contractor's Representative will be present at the job site and will have the authority to act on behalf of the Contractor. The Contractor's Representative at each work site shall be fluent in the English language. All communications (both verbal and written) given to the Contractor's Representative will be binding as if given to the Contractor. All verbal communications will be followed up in writing within two (2) working days. G3 The Contractor's Representative shall be present during the pre-work meeting for P P 9 P 9 any specific project. The Contractor's Representative shall also be present during performance of work and shall have the authority to make decisions for the Contractor during the walk -thru for the project. The punch list for the project represents a mutual agreement of deficiencies found in any project. Only the County's Representative shall have the authority to modify a punch list when further deficiencies have been found after the initial walk -thru based on contract specifications. To effectively communicate with County staff while in the field, the Contractor's Representative shall have available communication devices with internet access (including email) (e.g. cellular phone, laptop computer, blackberry, etc.). This mandatory requirement will ensure proper communication and documentation of P performing operations while erformin o erations in contracted areas. The use of sub - Contractors does not relieve the Contractor from these requirements. 14. The Contractor shall notify all residents within the work area as to when the work will take place and explain the level of inconvenience that will be involved. This notification shall take place five (5) days prior to commencement of any work in that area. The notification will be by an approved door hanger to be placed on each house and any vehicles parked on the roadways. All work performed, unless authorized by the County's Representative, will take place between the hours of 7:00 A.M. and 5:00 P.M.., Monday through Friday. No work is to be performed on Saturdays, Sundays or Federal, State, and County holidays, unless authorized by the County's Representative. If the Contractor desires to work on Saturdays, Sundays, or official County holidays (New Year's Day, Martin Luther King Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving, Christmas Eve and Christmas Day) he /she must obtain pre - approval from the County's Representative. The Contractor will notify all residents within the work areas as to when (specific time frame) the work will take place and the level of inconvenience that will be involved. Notification to residents must include Orange County's Government Information Number (311) and shall take place five (5) days prior to commencement of work in that area. Copy of notification per project shall be faxed to the County's Representative. Failure to provide adequate notification may result in termination of this contract. The Contractor will notify the County the day they begin placing door hangers and will notify the County when the placing of door hangers has been completed. A copy of the door hanger used for the area shall be sent to the County's Representative after placement. 15. Due to congested traffic or unusual conditions, the Contractor may be required to remove his /her operation from the right -of -way and County property at the discretion of the County's Representative. If the Contractor is required to remove his /her operation due to congested traffic, inclement weather (heavy rain, lighting, hail, tropical storm, hurricane, etc.) or other unusual conditions before 12:00 P.M. (noon), the County will consider allowing an additional one -half (1/2) G4 day be added to the performance period, otherwise no adjustment will be made to the performance period. The County's Representative will determine and authorize such award after the Contractor makes a written application for this. The County will verify alleged conditions in the area prior to authorization. Once approved, the County will modify the completion date, accordingly, for the project and will notify the Contractor. No time extensions are to be provided for projects that have not been started at the time adverse weather conditions are experienced or for those projects for which completion time has elapsed. Time extensions due to additional work will be based on the production rate as set forth in this contract. Should the Contractor fails to request and demonstrate the need for additional time due to addition of work immediately after request from the County's Representative no time extension is to be given for the project. 16. The County will not provide staging or storage areas for the Contractor. On a case by case basis, in an area where County surplus property is available, the Contractor may, after obtaining permission in writing from the person or persons responsible for the property, prior to starting operations, may use said property for staging with the understanding that the Contractor shall restore the property to its original or better condition prior to requesting a walk- through. Agreements for utilizing areas for staging must be in writing and submitted to the County for approval prior to starting operations. Should the right -of -way be requested to be used for staging or storage area, an agreement must be submitted on writing to the County for approval prior to starting operations, and must include a plan for maintenance of traffic, pedestrian safety, protection to drainage structures and swales to prevent runoff obstructions, and restoration of the right -of -way to its original or better condition upon project completion. No staging of equipment or material shall be allowed near roadway intersections to avoid sight distance obstructions. No stockpiling of material near roadway curbs, intersections or over sidewalks shall be allowed. Water needed on the project shall be coordinated between the Contractor and the utility company providing the water at no additional cost to the County. 17. EQUIPMENT — The Contractor shall furnish necessary equipment to satisfactorily perform the work required under this contract. The Contractor shall ensure all equipment used in the performance of the contract on County property is in good safe working order and properly maintained in order to protect the operator and the public. All equipment onsite (including pick -up trucks) shall be identified with the company logo. Ensure all equipment used in the performance of the contract on County property is in good safe working order and properly maintained in order to protect the operator and the public. All equipment used by the Contractor is subject to inspection by the County's Representative. Any equipment on site, which is deemed by the County's Representative to be inoperable, unsafe, or improper for desired use, must be removed from the premises by the Contractor at his /her expense the same day of the county's determination. G5 The Contractor is required to use amber flashing lights, back -up alarms, etc. on all equipment and his /her employees must be provided with the required Personnel Protective Equipment as required by O.S.H.A. and the County. Equipment authorized by the County to be left on the right -of -way or County property after designated work hours will be placed outside the clear and recovery area and will be the sole responsibility of the Contractor. If equipment is left on the right -of -way, it will be marked with barricades with approved steady burning amber lights. 18. DISPOSAL — The Contractor shall dispose of debris only in a County approved landfill in accordance with all Federal, State and Local rules and regulations in effect at the time of disposal. Cost involved with the disposal of debris shall be the responsibility of the Contractor. 19. MULTIPLE AWARDS — At its sole discretion, the County may award multiple contracts for this work. Delivery or performance shall be only as authorized by others in accordance with the terms of this contract. The Contractor shall furnish to the County, when and if ordered, the goods and /or services up to and including the quantity designated in the schedule as the "Total Estimated Amount ". The County shall order at least the quantity designated as the "Minimum" during the initial contract performance period. 20. MULTIPLE CONCURRENT PROJECTS — At any given time during the contract, the Contractor shall have adequate resources to work on multiple Orange County projects at the same time. The multiple concurrent projects capability is considered a minimum requirement in the consideration of award of a contract for this solicitation and for the ongoing performance. All work will be ordered by the County's Representative in the form of Delivery Orders on an as needed basis. Should concurrent projects be issued, it is the responsibility of the Contractor to notify the County's Representative, in writing within 2 - 3 days of request, if he /she has maximized his /her resources and the volume of work is beyond their operational capacity. Failure to advise the County's Representative of this situation and /or subsequent failing to meet work completion schedules, may lead to contract termination. It is understood by all bidders that the quantities listed herein are estimates only and are not purchased by this Contract, nor is the County obligated to issue concurrent project work. All work will be ordered by the County's Representative in the form of Delivery Orders on an as needed basis. 20. MANAGEMENT PLAN AND RESOURCE LIST - All bidders, as part of their submittal, shall provide a detailed Management Plan and Resource List. The Resource List shall contain the minimum components (including personnel and equipment) for each work crew available for use on Orange County projects under this contract. The Management Plan shall describe how the Contractor plans to utilize all available resources to fulfill the requirements of this contract. G6 The Management Plan and Resource List collectively shall assist in the evaluation of the Contractor's capability to handle multiple concurrent projects under this contract. Failure of a bidder to provide an acceptable Management Plan and Resource List may delay or prevent an award of this contract. Equipment List: All bidders must provide a list of equipment with VIN numbers dedicated for this contract or show proof of financial ability to acquire the equipment, if the equipment is to be purchased or leased, an agreement with a dealer or a lease company stating the availability of this equipment shall be included with the bid. This equipment must be available for inspection at the request of the Roads & Drainage Division. 21. MINIMUM PRODUCTION RATE: The Contractor must be capable of providing a minimum production rate of 4,000 square feet of concrete per week per project to meet the needs of this contract. Failure to meet this requirement may result in termination of the contract. Project performance periods will be based on this rate. 22. REFERENCES /EXPERIENCE — Bidder should include with the Bid Form a list with a minimum of two (2) similar projects for sidewalk repair and replacement, successfully completed by the Bidder as a prime Contractor within the last eight (8) years, and that meet the following: 1. Bidder shall have installed a minimum of 50,000 square feet of sidewalk repair or replacement. This element can be demonstrated among several protects and is not required to all be in a single proiect. 2. Each project submitted shall contain all of the following elements: a. Concrete replacement, b. Handicap ramp upgrades, c. Clearing and grubbing, d. Root removal. EACH SIMILAR PROJECT SUBMITTED SHALL INCLUDE COMPLETE INFORMATION AS SPECIFICALLY PROVIDED ON THE REFERENCE FORM (ATTACHMENT E). ALL SPECIFIC INFORMATION ON REFERENCES MUST BE PROVIDED ON THE REFERENCE FORM. DO NOT ATTACH LISTINGS OF REFERENCE INFORMATION. FAILURE TO PROVIDE REFERENCE INFORMATION AS REQUESTED MAY RESULT IN THE REJECTION OF YOUR BID. The contact person listed as a reference shall be someone who has personal knowledge of the Bidder's performance during the referenced project. Contact persons must have been informed that they are being used as a reference and that the County will be calling or emailing them. G7 PART H TECHNICAL PROVISIONS The Contractor shall furnish all labor, materials, equipment, supervision, quality control, tools, transportation, supplies, and manpower as well as pay for any applicable fees to complete the work specified in this contract. The work performed shall consist of the removal and replacement of existing sidewalks, driveway approaches, pedestrian ramps and curbs (regardless of type or thickness of concrete). On occasion, work may consist of the construction of new sidewalk in areas where there was no previous sidewalk. 1. QUANTITY AND FREQUENCY OF WORK — The work specified in this contract represents the type of services to be accomplished. A detailed listing of areas inventoried and calculated as to quantities will be provided to the Contractor for all assigned projects. The Contractor will be responsible for verification; any discrepancies or disagreements concerning quantities and limits of work shall be immediately reported in writing to the County's Representative prior to starting operations. Discrepancies or disagreements will be mutually resolved prior to beginning work in any area in question. The County will make the final determination on any unresolved matters. To ensure quality control and document existing work site conditions, the work site /area shall be videoed (CD /DVD) prior to work commencement and after work is completed. This video will be taken by the Contractor, and shall be submitted on CD /DVD to the County with the final invoice for the project. The cost for the videoing shall be included in the contract unit price for services. 2. The work performed shall consist of but not be limited to performing of the following: 2.1 CONCRETE SIDEWALKS, FOUR (4) AND SIX (6) INCHES THICK - Construction of four (4) inches and six (6) inches thick concrete sidewalk shall conform to the requirements of the FDOT "Standard Specifications for Road and Bridge Construction ", latest edition, unless otherwise specified on this contract or where authorized by the County's Representative. The cost of project mobilization saw cutting, removal and disposal of existing concrete, grubbing, and maintenance of traffic shall be included in the unit price for services. 2.1.1 SITE PREPARATION AND CONSTRUCTION - Clearing and grubbing shall include the removal of roots (above ground level and up to six inches under the sidewalk), plants, shrubs, hedges, etc. The use of fork -lifts and similar equipment to remove roots shall be restricted to the required depth. Proper care not to remove or disturb roots under the required depth or to affect the integrity of the tree shall be exercised at all times. Disturbed areas shall be re- compacted per FDOT standards. Payment for site preparation and construction shall be included in the unit price for services. H1 2.1.2 FOUNDATION - Foundation shall conform to the requirements of the FDOT "Standard Specifications for Road and Bridge Construction ", latest edition, except where authorized by the County's Representative. Payment for foundations shall be included in the unit price for services. Foundation material upon which the concrete is placed by slip- forming shall be compacted as specified and shall be moist at the time of placement. For poured in -place concrete, the foundation material shall meet the specified densities and shall be thoroughly wetted but free of standing water just prior to placing concrete. The Contractor shall notify County's Representative when they will be pouring concrete no less than 24 hours prior to the concrete's scheduled arrival. 2.1.3 JOINTS - All joints shall conform to the FDOT "Standard Specifications for Road and Bridge Construction ", latest edition, except where authorized by the County's Representative. On new sidewalks, joints are to be provided every 4 to 5 feet, a 1 /2" expansion joint (preformed filler) must be in place every 30 feet. The Project Manager or designee shall have absolute authority on the type of joints to be used and position on all projects and at any given location. Payment for joints shall be included in the unit price for services. 2.1.4 PUBLIC PEDESTRIAN RAMPS — Public sidewalk ramps shall be constructed per FDOT "Standard Specifications for Road and Bridge Construction ", latest edition unless otherwise specified on this contract or where authorized by the County's Representative. Ramps, reconstructed sidewalks, walk around sidewalks, sidewalk landings and sidewalk curbs are to be paid for under the contract unit price for sidewalk, 6 inch. 2.1.5 CONCRETE CURBS - Removal and construction of concrete curbs affected by ramp replacement or removed and replaced at the request of the County shall confirm to the requirements of the FDOT "Standards Specifications ", latest edition, except as authorized by the County Representative. Curb transitions and reconstructed curbs, regardless of type, will be paid as a separate line item. 2.1.6 CURING - Concrete shall be cured as provided in the F.D.O.T "Standard Specifications" latest edition, except as authorized by County's Representative. 2.1.7 ASPHALT — Areas of existing asphalt paving, including road base, that are disturbed by the removal and /or installation of concrete curbs shall be replaced by the Contractor in accordance with the "FDOT Standard Specifications ", latest edition except as authorized by the County's Representative. A temporary cold mix asphalt H2 patch may be used until permanent replacement can be completed as deemed necessary by the County's Representative. However, the cold patch shall be removed within 48 hours after placement with the same type of asphalt found in the area. The area of asphalt to be replaced shall be no less than 12 inches wide to allow for proper base repair and compaction and shall be dressed around the edges for a neat uniform appearance. The cost of asphalt shall be included as part of the unit price for curb (all types). 2.1.8 SOIL CEMENT BASE - Areas of road base that are disturbed by the removal and /or installation of concrete curbs shall be replaced by the Contractor, in accordance with the "FDOT Standard Specifications ", latest edition, except as authorized by the County's Representative. Where required, soil cement road base will be composed of a combination of soil, port-land cement and water. All aspects of constructing this type of road base will conform to the requirements of the FDOT "Standard Specifications ", latest edition, except as authorized by the County's Representative. The cost of soil cement base shall be included as part of the unit price for curb (all types). 2.1.9 LIMEROCK BASE - Areas of road base that are disturbed by the removal and /or installation of concrete curbs shall be replaced by the Contractor in accordance with the "FDOT Standard Specifications ", latest edition, except as authorized by the County's Representative. Where required, construction of road base composed of limerock shall conform to the requirements of the FDOT "Standard Specifications ", latest edition, except as authorized by the County's Representative. The cost of limerock base shall be included as part of the unit price for curb (all types). 2.1.10 CONCRETE BASE- Areas of road base that are disturbed by the removal and /or installation of concrete curbs shall be replaced by the Contractor in accordance with the "FDOT Standard Specifications ", latest edition, except as authorized by the County's Representative. Where required, construction of port-land cement concrete base on a prepared sub - grade. All aspects of constructing this type of road base will conform to the requirements of the FDOT "Standard Specifications ", latest edition, except as authorized by the County's Representative. The cost of concrete base shall be included as part of the unit price for curb (all types). 2.1.11 ROOT REMOVAL — On specified locations, as directed by the County's Representative, the Contractor shall remove roots above and beyond the requirement described under "Site Preparation and Construction ". The Contractor shall remove roots up to 12- inches under the sidewalk, driveway, curb or ramp (above ground level and up to 12 inches under the sidewalk). The use of fork -lifts H3 and similar equipment to remove roots shall be restricted to the required depth. Proper care not to remove or disturb roots under the required depth or to affect the integrity of the tree shall be exercised at all times. Disturbed areas shall be re- compacted per FDOT standards. If the Contractor is determined not to be in compliance with this requirement, the County's Representative shall have the authority to request the Contractor to cease and desist using this methodology and the Contractor shall find an alternate method to remove roots to the specified depth. Payment for root removal will be provided per tree regardless of amount of roots and shall include all labor, materials, equipment and other incidentals needed to perform this task. 2.1.12 SODDING - The Contractor shall be responsible to restore sodded areas affected by the concrete replacement operations. Disturbed areas more than 4- inches wide shall be restored to original condition by removing 1 -foot along the area and re- sodding with adequate sod. In established areas, replacement sod shall be of the same type as the existing sod, unless otherwise approved by the County's Representative. Sodded areas shall be maintained as specified in these specifications. All disturbed locations Tess than fl- inches wide along sidewalks shall be backfilled with clean fill dirt. Establish a stand of grass within the construction area, burnishing and placing sod, rolling, fertilizing, watering and maintaining the sodded areas in accordance with the FDOT "Standard Specifications for Road and Bridge Construction" latest edition, to ensure a healthy stand of grass, except as authorized by the County's Project Manger or designee. Cost of the sod, and installation and restoration, is to be included in the unit price for concrete. The sod shall be watered for a minimum of thirty (30) days after installation to insure a healthy condition after construction is completed. Final inspection must reveal a well - established stand and root system. If sod has not established itself at the end of this period the Contractor shall replace it at no additional cost to the County. 2.2 QUALITY — The Contractor will be responsible to coordinate inspection of open panels prior to pouring concrete for compliance with required thickness, root/debris removal, proper framing, etc. All concrete must be poured at a uniform thickness as specified by the County's Representative (no under tolerances will be allowed). The Contractor will be responsible for removal of work determined not to be in compliance with these requirements at no cost to the County. H4 The Contractor will be responsible for damages to the turf, curbs, mailboxes, sign posts and bases, delineator posts, fences (including electronic), guy- wires, landscaped areas, pavement, asphalt etc. that are not included as part of the work. He /she will be responsible for restoring it to its original condition and /or replacement thereof, prior to the end of the project. Rut damaged areas shall be cut -out, backfilled with clean fill dirt and appropriate sod shall be put back. The Contractor shall notify residents of any damages (irrigation (pipes, heads, etc.), utilities, etc.) and shall repair damages immediately. The Contractor shall be responsible for the repairs for a period of six (6) months after acceptance of the project and will be required to correct any failures to repaired items and /or damages related to such repairs. No additional compensation will be provided to the Contractor for repair to damages as specified above. Provide the new concrete with a neat broom finish and protect the new panels /sections from traffic and environmental effects until the area is suitable for traffic. Concrete edges must be straight and smooth, no sharp or rugged edges will be allowed. No graffiti, coating, overlaying or surface repairs will be allowed. The quantity of concrete replacement will be paid at the contract unit price per square feet of concrete replaced, and will include compaction of the subgrade to the required density, grade, fill, thickness, etc. No under - tolerances will apply to the thickness of the required concrete. Areas determined not to be in compliance with the required thickness will be removed and replaced by the Contractor at no cost to the County. All concrete shall be Class I, unless otherwise noted. A mix design shall be submitted to the County for approval prior to starting operations under this contract. Driveway approaches and sidewalk portions of driveways must be re- poured within 24 hours after removal. Residents at any driveway work location must have 24 hours notice prior to removing existing concrete. Residents must have reasonable access to the driveway area at all times. Regular sidewalk panels that have been removed must be properly secured and re- poured within three (3) business days after removal. Sidewalk panels within 1 mile of any school must be re- poured within 24 hours. All opened areas including areas with debris shall be barricaded at all times. No sidewalk panels shall be left open during Holidays of Holiday weekends. H5 When pedestrian traffic is impeded by work operations; barricades, restrictive tape or other restraints will be used to keep pedestrians from the work site. 2.3 LOCATES - The contactor will be responsible for locates of utilities prior to starting operations. Tickets shall be kept on site at all times. The Contractor shall immediately notify residents of any damages (irrigation, utilities, etc.) and shall repair damages immediately. The Contractor will be responsible for these areas for a period of six (6) months after acceptance of the project and will be required to correct any damages related to such repairs. No additional compensation will be provided to the Contractor for locates or repairs to damages as specified above. 2.4 CLEANUP - The Contractor shall keep the work area free from accumulations of waste materials, trash, debris, sand, dirt, roots, and other materials (including excess backfill) on a daily basis. All tools, construction equipment and machinery, and surplus materials shall be kept under control, and shall leave the work site clean. All applicable Florida Department of Environmental Protection's regulations shall be followed at all times. Inlet openings shall be kept free from the debris generated during operations. Concrete will not be washed into drains or storm drain inlets at any time. Failure to adhere to this will result in a request to jet out affected pipes and drains at Contractor's expense or reimbursing the County for the clean up effort carried out by County personnel. The Contractor shall restore to the original condition those portions of the work site not designated for alteration by the contract documents. Replaced sidewalk panels and driveway approaches shall be swept or blow off prior to requesting the final inspection for the project. The cost for clean up shall be included in the unit cost for services. 2.5 EQUIPMENT - Ensure all equipment used in the performance of the contract on County property is in good safe working order and properly maintained in order to protect the operator and the public. All equipment used by the Contractor is subject to inspection by the County's Representative. Any equipment on site, which is deemed by the County's Representative to be inoperable, unsafe, or improper for desired use, must be removed from the premises by the Contractor at his /her expense the same day of the County's determination. All equipment onsite (including pick -up trucks) shall be identified with the Company Logo. The Contractor is required to use amber flashing lights, back -up alarms, etc. on all equipment and hi /her employees must be provided with the required Personnel Protective Equipment as required by O.S.HA and the County. H6 Equipment authorized by the County to be left on the right -of -way or County property after designated work hours will be placed outside the clear and recovery area and will be the sole responsibility of the Contractor. If the equipment is left on the County right -of -way, it shall be marked with barricades with approved steady burning amber lights. 2.6 TESTING Unless otherwise specified herein, the Contractor shall be responsible for any testing and densities required as per Orange County and FDOT specifications at no cost to the County. Cost for testing and densities shall be included on the unit price for services provided. 3. AS -BUILT The Contractor shall submit as -built listings for assigned projects under this contract to include services and quantities /measurements of work completed and accepted by the County. Before and after pictures shall also be submitted with the as -built and invoice for the project. The cost for the as -built listings and required pictures (including labor, materials and incidentals) shall be included on the unit prices for services provided under this contract. 4. MEASUREMENTS AND PAYMENT All measurement for payment shall be based on the completed work performed. All work completed under this contract shall be measured by the Contractor in the presence of the County's Representative. The unit prices submitted on the Bid Item Schedule will constitute full compensation for the work completed. Maintenance of traffic and mobilization will be included in the unit price for services. 4.1 Replace Sidewalks 4" Depth — Square Feet 4.2 Replace Sidewalks 6" Depth — Square Feet 4.3 New Concrete 4" Depth — Square Feet 4.4 New Concrete 6" Depth — Square Feet 4.5 Root Removal more than 6" Depth — Per Tree 4.6 Detectable Warning Surface (Truncated Domes) — Each 4.7 Curbs (All types) — Linear Foot 5. FINAL INSPECTION - Upon written notice from the Contractor that all work associated with the project including clean -up and restoration is 100% complete, the County's Representative will make a final inspection with the Contractor and will notify the Contractor in writing of any deficiencies in the work associated with the project to include any damages visible at the time of inspection. Final inspections for projects are quickly prioritized and usually scheduled within 2 days after notification from the Contractor. The final inspection shall be stopped should the County's Representative determine that all of the work required by the H7 contract and associated with the project was not completed as required and the performance time will resume to include liquidated damages should the performance time period on the delivery order end or has ended until all work is complete. After the final inspection is held, the Contractor shall correct all deficiencies within seven (7) workdays or as agreed to by the County's Representative and before final acceptance and payment is made liquidated damages shall apply for each consecutive calendar day, including weekends, beginning on day number eight until the deficiencies are corrected to the satisfaction of the County. If a re- inspection is required, the County will assess an eighty ($80.00) dollar fee to the Contractor. The eighty ($80.00) dollar fees will be assessed for every re- inspection after the first re- inspection. The fee is assessed to offset the additional County labor costs and vehicle usage required for unnecessary inspections and the fee will be deducted from the final invoice for that Delivery Order. 6. FINAL INSPECTION FOR PAYMENT After the Contractor has corrected all deficiencies to the satisfaction of the County's Representative, the Contractor shall submit a final invoice for services provided. The Contractor will be required to submit with the final invoice for each project effective final release or waivers of lien from the Contractor and all sub - Contractors which performed services for the Contractor pursuant to the contract documents. The Contractor is required to submit this information and the final invoice no later than two weeks (14 calendar days) after final inspection and acceptance has been made. Final invoices shall be mailed to the Fiscal Division at 4200 S. John Young Pkwy, Orlando, FL 32839. Failure to comply with proper invoicing requirements may result in termination of this contract. 7. PERFORMANCE ISSUES The County will hold the Contractor responsible for meeting all of the Contractor's obligations. If performance issues arise, the Contractor will be responsible for providing a written corrective action plan within two (2) working days from the meeting. Failure to provide a satisfactory corrective action plan, or failure to comply with any instructions, corrective action plan, and /or an agreed plan, may result in issuance of a Notice to Cure. H8 . 70M1 , a i t / wd —18111491- c ' ws _ RM x Li' Item No. CITY COMMISSION MEMORANDUM 13 — 074.G APRIL 22, 2013 AGENDA To: Honorable Mayor and Members of the City Commission PREPARED BY: Robert Beall, Project Manager SUBMITTED BY Tom George, Deputy City Manager 1 SUBJECT: Procurement for City wide Concrete Services SYNOPSIS: Approval of procurement to Sanalil Construction Incorporated for City -wide concrete services is requested. FISCALISTAVFING STATEMENT: Funds in an amount not to exceed $300,000 are available in the Community Development Block Grant (CDBG) fund and the Second Generation Sales Tax Fund. BACKGROUND: On March 13, 2013 Public Works was notified by our current concrete contractor that they were closing the business. Staff closed out the purchase orders for their work and advertised on March 26, 2013 for a new concrete contractor. The bidding process to hire a new contractor will take . approximately 60 days. The Public Works Department was recently made the �d no order imposed s meet the deadlines to of Housing and Urban Development (HUD) on the CDBG expend such funds on infrastructure improvements, the City must procure services of a concrete contractor immediately, as time is of the essence. The Public Works Department after some research has been successful in finding a contractor which meets the City's procurement requirements, has good references and currently has an active contract with Orange County upon which the City is able to piggyback. LEGAL REVIEW: The Assistant City Attorney has reviewed and approved the Piggy-Back contract. RECOMMENDATION: It is staffs recommendation that the City Commission approve procurement of concrete services from Sanalil Construction Incorporated in an amount not to exceed $300,000. SUGGESTED MOTION: "I move to approve the procurement of concrete services from Sanalil Construction Incorporated in an amount not to exceed $300,000." Attached: Orange Co Contract Piggy Back Contract • L i