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06-12-2024 CC Agenda
S 1 F1 aMX-1li /.�►[y Y M'LK�IiJ►[�i11 REGULAR MEETING AGENDA WEDNESDAY, JUNE 12, 2024 — 6:00 P.M. CITY COUNCIL CHAMBERS 1225 MAIN STREET, SEBASTIAN, FLORIDA ALL AGENDA ITEMS MAYBE INSPECTED IN THE OFFICE OF THE CITY CLERK OR ON THE CITY'S WEBSITE 1. CALL TO ORDER 2. MOMENT OF SILENCE 3. PLEDGE OF ALLEGIANCE — Led by Vice Mayor Dixon 4. ROLL CALL 5. AGENDA MODIFICATIONS Modifications for additions require a unanimous vote of City Council 6. PROCLAMATIONS. AWARDS. BRIEF ANNOUNCEMENTS Presentations of proclamations, certificates and awards, and brief timely announcements by Council and Staff. No public input or actions under this heading. A. Certificate of Appreciation to John Danise — Parks and Recreation Advisory Board Service B. Proclamation — National League of Cities - Small Cities Month — June 2024 C. Introduction of New Public Works Director Lee Plourde BriefAnnouncements: Friday, June 28 — Chamber of Commerce Finally Friday on Cleveland Street - 5:30 — 8pm (Swamp Dawg) 7. PUBLIC INPUT The heading on Regular Meeting agendas "Public Input "provides an opportunityfor individuals to bring NEW INFORMATION OR REQUESTS TO CITY COUNCIL NOT OTHERWISE ON THE PREPARED AGENDA. Individuals are asked to resolve matters with staff prior to meetings. Individuals are asked to provide copies of materials for Council one week prior to the meeting if they intend to refer to specific material. City Council will not debate an issue during Public Input but may by consensus direct a Charter Officer in regard to the item if necessary or place a requested item on a future agenda. 8. CONSENT AGENDA All items on the consent agenda are considered routine and will be enacted by one motion. There will be no separate discussion of consent agenda items unless a member of City Council so requests; in which event, the item will be removed and acted upon separately. If a member of the public wishes to provide input on a consent agenda item, he/she should request a Council Member to remove the item for discussion prior to start of the meeting or by raising his/her hand to be recognized. pgs 5-12 A. Approval of Minutes — May 22, 2024 Regular City Council Meeting pgs 13-61 B. Approve the Purchase of One (1) Wacker Neuson Trailer Mounted Centrifugal Trash Pump at the Price of $17,475 as a Cooperative Purchase under Sourcewell Contract #062320-CAT from Kelly Tractor Co. (Transmittal, Contract, Quote) 9. COMMITTEE REPORTS & APPOINTMENTS City committee reports and Council Member regional committee reports. No public input or action except for City committee member nominations and appointments under this heading. pgs 62-68 A. Police Pension Board of Trustees — Appoint One Civilian, Resident Trustee (Transmittal, Application, List, Advertisement) pgs 69-73 B. Natural Resources Board — Appoint One Alternate Member (Transmittal, Application, List, Advertisement) pgs 74-85 C. Parks and Recreation Advisory Board — Appoint Two Regular Members, One Alternate Member (Transmittal, Applications, List, Advertisement) 10. PUBLIC HEARINGS - None 11. UNFINISHED BUSINESS pgs 86-88 A. City Council Consideration of a Proposed Working Timeline for the StillDragon North America LLC (SDNA) Property Redevelopment of 100 Veterans Memorial Way (Transmittal, Timeline) pgs 89-98 B. City Council Consideration of the Proposed "As Is" Property Sale and Purchase Agreement with StillDragon North America, LLC (SDNA) for the Property Located at 100 Veterans Memorial Way and Authorize the Mayor and City Manager to Execute All Appropriate Documentation (Transmittal, Agreement) 12. NEW BUSINESS pgs 99-100 A. City Council Discussion on the Waste Management Franchise Fee for Fiscal Years 2025-2030 (Transmittal, Fund Balances) pgs 101-270 B. City Council Approval of Resolution R-24-29 Approving a Piggyback Agreement of the School Board of Brevard County, Florida's Existing Contract Under #RFP 24-172-P-HD for General Contractor Services of Minor Projects Under $300,000 with Four of the Awarded Contractors, and Further Authorize Issuance of a Purchase Order to Doug Wilson Enterprises, Inc. for the Community Development Office Remodel Project (Transmittal, R-24-29, Agreement) 2 of 287 A RESOLUTION OF THE CITY OF SEBASTIAN, FLORIDA, APPROVEING A PIGGYACK CONTRACT WITH 8-KOI, INC. DOUG WILSON ENTERPRISES, INC., HEARD CONSTRUCITON, INC., AND OVATION CONSTRUCTION COMPANY, LLC FOR GENERAL CONTRACTOR SERVICES FOR MINOR PROJECTS UNDER $300,000 AND IN SUBSTANTIAL CONFORMITY WITH THE AGREEMENT ATTACHED HERETO AND MADE A PART HER OF AS "EXHIBIT A"; ADOPTION OF RECITALS; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. pgs 2 71-2 76 C. Selection of Power Exterminators, Inc. dba POWERX for Rebid ITB 24-10 Citywide Pest Control Services (Rebid) (Transmittal, Intent to Award, Bid Tab) pgs 277-287 D. Discussion Regarding the Special Event Ordinance (Section 74) and For -Profit Special Events (Transmittal, Current Park Use Application) 13. CITY ATTORNEY MATTERS 14. CITY MANAGER MATTERS 15. CITY CLERK MATTERS 16. CITY COUNCIL MATTERS A. Council Member Nunn B. Vice Mayor Dixon C. Mayor Dodd D. Council Member McPartlan E. Council Member Jones 17. ADJOURN (All meetings shall adjourn by 9: 30 pm unless extended for up to one half hour by a majority vote of City Council) NO STENOGRAPHIC RECORD BY A CERTIFIED COURT REPORTER WILL BE MADE OF THE FOREGOING MEETING. ANY PERSON WHO DECIDES TO APPEAL ANY DECISION MADE BY THE CITY COUNCIL, BOARD OR AGENCY WITH RESPECT TO ANY MATTER CONSIDERED AT THIS MEETING OR HEARING WILL NEED TO ENSURE THAT A VERBATIM RECORD OF THE PROCEEDINGS IS MADE, WHICH RECORD INCLUDES THE TESTIMONYAND EVIDENCE UPON WHICH THE APPEAL IS TO BE HEARD. (F.S.286.0105) IN COMPLIANCE WITH THE AMERICAN WITH DISABILITIES ACT (ADA) OF 1990, ANYONE WHO NEEDS A SPEC!AL ACCOMMODATION FOR THIS MEETING SHOULD CONTACT THE CITY'S ADA COORDINATOR AT 388-8226 — ADA@CITYOFSEBASTIAN.ORG AT LEAST 48 HOURS INADVANCE OF THIS MEETING. ZOOM INFORMATION Please click the link to join the webinar: https:Hus02web.zoom.us/j/86533519566 Or One tap mobile: +13052241968„86533519566# US +19294362866„86533519566# US (New York) Webinar ID: 865 3351 9566 International numbers available: https://us02web.zoom.us/u/kebZC7KTKB 3 of 287 PROCEDURES FOR PUBLIC INPUT IN ACCORDANCE WITH ORDINANCE NO.O-24-07 Regular Citv Council Meetings Public input is ALLOWED under the heading: • Consent Agenda • Public Hearings • Unfinished Business • New Business Public Input Public Input is NOT ALLOWED under the headings: • Proclamations, Awards, Brief Announcements (except for individuals giving or accepting proclamations or awards); • Committee Reports and Appointments (except for committee members giving reports and applicants being interviewed for committee appointments); City Council Matters Charter Officer Matters Council may, by majority vote, call upon an individual to provide input if desired. Workshops and Special Meetings Public input is limited to the item on the agenda Time Limit Input on agenda items where public input is permitted on agendas is FIVE MINUTES; however, City Council may extend or terminate an individual's time by majority vote of Council members present. Input Directed to Chair Speakers shall address the City Council IMMEDIATELY PRIOR TO CITY COUNCIL DELIBERATION of the agenda item and ALL INPUT SHALL BE DIRECTED TO THE CHAIR, unless answering a question of a member of City Council or City staff. Individuals shall not address City Council after commencement of City Council deliberation on an agenda item after public input has concluded, providing, however, the Mayor and members of City Council may recall an individual to provide additional information or to answer questions. Certain Remarks Prohibited Personal, impertinent, and slanderous remarks, political campaigning, and applauding are not permitted and may result in expulsion from the meeting. The Chair shall make determinations on such remarks, subject to the repeal provisions below. Appealing Decisions of Chair Any member of Council may appeal the decision of the Chair to the entire Council. A majority vote of City Council shall overrule any decision of the Chair. Public Input Heading on Agenda The heading on Regular Meeting agendas "Public Input" provides an opportunity for individuals to bring NEW INFORMATION OR REQUESTS TO CITY COUNCIL NOT OTHERWISE ON THE PREPARED AGENDA. Individuals are asked to attempt to resolve matters with staff prior to meetings. Individuals are asked to provide copies of material for Council one week prior to the meeting if they intend to refer to specific material. City Council will not debate an issue during Public Input but may by consensus direct a Charter Officer in regard to the item if necessary or place a requested item on a future agenda. 4 of 287 r` SEBASTIAN (ENIEMMIAL (ELERRAiIOM 1914.1014 SEBASTIAN CITY COUNCIL REGULAR MEETING & COMMUNITY REDEVELOPMENT AGENCY (CRA) MINUTES WEDNESDAY, MAY 22, 2024 — 6:00 P.M. CITY COUNCIL CHAMBERS 1225 MAIN STREET, SEBASTIAN, FLORIDA 1. Mayor Dodd called the Regular Meeting to order at 6:00 p.in. 2. A moment of silence was held. 3. Council Member Nunn led the Pledge of Allegiance. 4. ROLL CALL Mayor Ed Dodd Council Member Fred Jones Council Member Chris Nunn Members Absent: Vice Mayor Kelly Dixon (excused) Council Member Bob McPartlan (excused) Staff Present: City Manager Brian Benton City Attorney Jennifer Cockcroft City Clerk Jeanette Williams Community Development Director Alix Bernard City Engineer/Public Works Director Karen Miller Parks and Recreation Director Richard Blankenship Airport Manager Jeff Sabo MIS Manager Barbara Brooke -Reese Police Captain Tim Wood Police Lt. Rob Vafiades Code Enforcement Officer Curtis Bloomfield 5. AGENDA MODIFICATIONS - None 6. PROCLAMATIONS. AWARDS. BRIEF ANNOUNCEMENTS 24.105 A. Proclamation — Public Works Annreciation Week - Mav 19-25.2024 5 of 287 Regular City Council Meeting & CRA Meeting May 22, 2024 Page 2 Mayor Dodd read and presented the proclamation to the City Engineer/Public Works Director Karen Miller. 24.104 B. Proclamation — Code Enforcement Appreciation Week — June 3-7, 2024 Mayor Dodd read and presented the proclamation to Code Enforcement Office Curtis Bloomfield. BriefAnnouncements: Thursday, May 23 - Stormwater Master Plan Public Workshop in Council Chambers — 3pm or 6pm Monday, May 27 - Memorial Day Holiday — City Hall Closed Monday, May 27 - Memorial Day Observance at Riverview Park at Veterans Memorial — I]am Friday, May 31 - Chamber of Commerce Finally Friday on Cleveland Street 6pm — 9: 30pm Saturday, June I - 30th Anniversary of the Blue Water Open — Lines in the water at 6am, weigh- in 2-5pm Council Member Nunn announced the upcoming events. 7. PUBLIC INPUT - None 8. Mayor Dodd recessed the City Council meeting and convened the Community Redevelopment Agency meeting at 6:07 p.m. A. MOTION by Mr. Nunn and SECOND by Mr. Jones to approve the minutes of the March 20, 2024 CRA meeting passed with a unanimous voice vote of 3-0. B. ADDroval of Resolution R-24-26. Authorizing Submission of a Grant ADDlication for $500.000.00 to the State of Florida Division of Historical Resources Special CateRory Grant Program and Authorize Funding of the Reauired Matching Funds (Transmittal. R-24-26) A RESOLUTION OF THE CITY OF SEBASTIAN, INDIAN RIVER COUNTY, FLORIDA, AUTHORIZING THE SUBMITTAL OF A GRANT APPLICATION FOR THE FLORIDA DIVISION OF HISTORICAL RESOURCES SPECIAL CATEGORY GRANT PROGRAM REQUESTING $500,000.00 FOR RESTORATION AND UPGRADES TO THE FISHERMAN'S LANDING WORKING WATERFRONT AMENITIES AND FURTHER AUTHORIZING THE AMOUNT OF $500,000.00 IN CITY MATCHING FUNDS; PROVIDING FOR CONFLICTS; PROVIDING FOR SCRIVENER'S ERRORS; AND PROVIDING FOR AN EFFECTIVE DATE. 6 of 287 Regular City Council Meeting & CRA Meeting May 22, 2024 Page 3 The City Attorney read the title to Resolution No. R-24-26. The Community Development Director said this will allow staff to apply for a grant from the Division of Historical Resources to help further the vision of the Working Waterfront. The City Manager said this will be applied to what they envision in the future. MOTION by Mr. Nunn and SECOND by Mr. Jones to recommend to City Council the approval of Resolution No. R-24-26. Roll call: Mr. Jones - aye Mr. Nunn - aye Chairman Dodd - aye Vice Chairman Dixon -absent Mr. McPartlan -absent Motion carried. 3-0 9. Chairman Dodd adjourned the Community Redevelopment Agency meeting at 6:10 p.m. and reconvened the City Council meeting. All members were present. 10. CONSENT AGENDA A. Approval of Minutes — May 8, 2024 Regular City Council Meeting 24.097 B. Approval of Resolution No. R-24-26, Authorizing Submission of a Grant Application for $500,000.00 to the State of Florida Division of Historical Resources Special Category Grant Program and Authorize Funding of the Required Matching Funds (Transmittal, R-24-26) A RESOLUTION OF THE CITY OF SEBASTIAN, INDIAN RIVER COUNTY, FLORIDA, AUTHORIZING THE SUBMITTAL OF A GRANT APPLICATION FOR THE FLORIDA DIVISION OF HISTORICAL RESOURCES SPECIAL CATEGORY GRANT PROGRAM REQUESTING $500,000.00 FOR RESTORATION AND UPGRADES TO THE FISHERMAN'S LANDING WORKING WATERFRONT AMENITIES AND FURTHER AUTHORIZING THE AMOUNT OF $500,000.00 IN CITY MATCHING FUNDS; PROVIDING FOR CONFLICTS; PROVIDING FOR SCRIVENER'S ERRORS; AND PROVIDING FOR AN EFFECTIVE DATE. 24.106 C. Approval of the Joint Special Event Agreement with the Sebastian Riverfront Fine Arts and Music Festival, Inc. (SRFAMF) and Authorize the City Manager to Execute the Appropriate Documents (Transmittal, Agreement) Council Member Nunn asked to pull item B. MOTION by Council Member Jones and SECOND by Council Member Nunn to approve Consent Agenda Items A and C passed with a unanimous voice vote of 3-0. 7 of 287 Regular City Council Meeting & CRA Meeting May 22, 2024 Page 4 Item B — Resolution No. R-24-26. Authorizinu Submission of Division of Historical Resources Grant Council Member Nunn said he wanted the public to understand that this resolution was now before Council after being recommended for approval by the Community Redevelopment Agency for the planning stages of what they might do in the future at the Working Waterfront. MOTION by Council Member Nunn and SECOND by Council Member Jones to approve Resolution No. R-24-26. Roll call: Council Member Nunn - aye Mayor Dodd - aye Council Member Jones - aye Vice Mayor Dixon -absent Council Member McPartlan - absent Motion carried. 3-0 11. COMMITTEE REPORTS & APPOINTMENTS - None 12. PUBLIC HEARINGS - None 13. UNFINISHED BUSINESS - None 14. NEW BUSINESS 24.107 A. Approval to Enter into a Three (3) Year Lease Extension with Fishe Flvinu Corn. DBA Winas Airline Academv. at Sebastian Municipal Airport (Transmittal. Oria. Afreement. Ext. Aareement) The Airport Manager said this was a lease extension for one of the wings of the airport terminal building with Fishe Flying Corp. who plans to do business under a new name, Wings Airline Academy. MOTION by Council Member Jones and SECOND by Council Member Nunn to approve the lease extension. There was no public input. Roll call: Council Member Nunn - aye Mayor Dodd - aye Council Member Jones - aye Vice Mayor Dixon - absent Council Member McPartlan - absent Motion carried. 3-0 8 of 287 Regular City Council Meeting & CRA Meeting May 22, 2024 Page 5 24.010 B. Approval of CSA #13 for Professional Engineering Services for FDOT Grant FM451509-1-94-01. Design Taxiway Golf at Sebastian Municipal Airport Under an Existing Consultant Services Agreement with Infrastructure Consulting and Engineering, Inc. (ICE) (Transmittal. CSA #13. Scone. Grant) The Airport Manager said this CSA confirms the City's choice of engineers to pull together the design phase of the old runway surface to turn it into the new taxiway to provide more viable spaces for aprons and hangars in the future. MOTION by Council Member Nunn and SECOND by Council Member Jones to approve CSA #13. There was no public input. Roll call: Mayor Dodd - aye Council Member Jones - aye Council Member Nunn - aye Vice Mayor Dixon -absent Council Member McPartlan -absent Motion carried. 3-0 24.108 C. Approve the Purchase of a Restroom Building as a Cooperative Purchase Under Sourcewell Contract #081721-CXT from CXT Incorporated for the City of Sebastian Municipal Aimort and Authorize the City Manager or Designee to Execute the Purchase Order (Transmittal. Contract, Price Sheet, Ouote) The Airport Manager said this was to provide a premanufactured restroom on the site where the square hangars are going to be built. The City Manager advised that this contractor also provided the restroom for the pickle ball courts; they will sit the restroom on the pad and under a separate project the City will prepare the site for electricity and plumbing. For the record, Council Member Jones noted this item started on page 133 instead of 134 as indicated in the agenda backup. There was no public input. MOTION by Council Member Jones and SECOND by Council Member Nunn. Roll call: Council Member Jones - aye Council Member Nunn - aye Mayor Dodd - aye Vice Mayor Dixon -absent Council Member McPartlan - absent Motion carried. 3-0 9 of 287 Regular City Council Meeting & CRA Meeting May 22, 2024 Page 6 24.109 D. ADDrove ChanSe Order and Purchase Order for Ranter Construction Industries, Inc. in the Amount of $70,227.56 to Remobilize, and Rearranize Previously Installed Runway Edge Lip-hts and Spacers Under ITB 23-10 Runway 5-23 Rehabilitation and Authorization for Citv Manager or Designee to Execute (Transmittal. CO#2. Document) The Airport Manager said this change order was related to the Runway 5-23 project where the contractor realized they started the project with an incorrect survey which generated a lot of problems for everything that followed. The subcontractor who prepared the survey will bear the extra costs involved in ordering new materials and additional time on the site. The City has a written commitment from Infrastructure Consulting that the additional costs will be covered; this change order will show they are part of the project. The City Manager noted in the background narrative on page 169, in the second sentence, the survey was not done by Precision Approach but by KMA. There was no public input. MOTION by Council Member Nunn and SECOND by Council Member Jones to approve the change order for Runway 5-23. Roll call: Council Member Jones - aye Council Member Nunn - aye Mayor Dodd - aye Vice Mayor Dixon -absent Council Member McPartlan -absent Motion carried. 3-0 24.110 E. ADDrove Purchase Order for EnviroTrac to Provide Petroleum Remediation Services at 100 Veterans Memorial Hip-hwav and ADDrove Additional Monitoriniz Services for FY 2025 and FY 2026 (Transmittal. Invoice. Itemization. Results) The City Engineer said remediation services have been underway at the Old Public Works Compound to treat the contaminated ground water and recently in January, injection grouting began to combat the remaining fuel. This purchase order would cover the initial site preparation, injection process and monitoring through Fiscal Year 2026. MOTION by Council Member Nunn and SECOND by Council Member Jones to approve the purchase order for EnviroTech to provide remediation services at 100 Veterans Memorial Highway. There was no public input. Roll call: Council Member Nunn - aye Mayor Dodd - aye Council Member Jones - aye Vice Mayor Dixon - absent Council Member McPartlan - absent Motion carried. 3-0 10 of 287 Regular City Council Meeting & CRA Meeting May 22, 2024 Page 7 24.111 F. Annrove the Purchase of One Hundred and Seventv-Five (175) Microsoft Office 2021 User Licenses Under the State of Florida Alternate Contract Source # 3230000-23-NASPO-ACS and Authorize the Citv Manager or Designee to Execute the Purchase Order (Transmittal. Contract. Ouote) The MIS Manager said staff would like to purchase 175 Microsoft Office licenses to bring the City up to a more current standard and help with security compliance. The City Manager noted Microsoft 2010 which is what the City is currently using is no longer supported. MOTION by Council Member Nunn and SECOND by Council Member Jones to approve the purchase of 175 Microsoft Office user licenses. There was no public input. Roll call: Council Member Nunn - aye Mayor Dodd - aye Council Member Jones - aye Vice Mayor Dixon -absent Council Member McPartlan -absent Motion carried. 3-0 15. CITY ATTORNEY MATTERS - None 16. CITY MANAGER MATTERS - None 17. CITY CLERK MATTERS The City Clerk advised the next agenda will be lengthy. 18. CITY COUNCIL MATTERS A. Council Member Jones said he was in attendance at the County Commission meeting Tuesday where the Commission discussed their solid waste contract and noted the Commission voted to go with universal service. B. Council Member Nunn - None C. Vice Mayor Dixon - Absent D. Mayor Dodd asked the public to be calm on social media and let the City Manager follow through on the County's solid waste contract. E. Council Member McPartlan - Absent 19. Being no further business, Mayor Dodd adjourned the Regular City Council meeting at 6:32 p.m. 11 of 287 Regular City Council Meeting & CRA Meeting May 22, 2024 Page 8 Approved at the June 12, 2024 Regular City Council meeting. Mayor Ed Dodd ATTEST.• Jeanette Williams, City Clerk 12 of 287 Jot%, SEBASTIAN (INTINNIII CILINVIT10N 1911- tOtl CITY COUNCIL AGENDA TRANSMITTAL Council Meetinu Date: June 12, 2024 AA4-enda Item Title: Approve the purchase of (1) Wacker Neuson Trailer Mounted Centrifugal Trash Pump at the price of $17,475 as a cooperative purchase under Sourcewell contract #062320-CAT from Kelly Tractor Co. Recommendation: Staff requests City Council authorize the purchase of (1) Wacker Neuson Trailer Mounted Centrifugal Trash Pump at the price of $17,475 as a cooperative purchase under Sourcewell contract #062320-CAT from Kelly Tractor Co. and authorize the City Manager to execute all appropriate documents for the purchase. Background: The City is requesting approval to purchase a 6" trailer -mounted priming pump for the Stormwater Department. This pump will help with dewatering during baffle box cleanings as well as for road crossing installations. In the past, the City has purchased smaller pumps. The smaller 2", 3", and 4" size pumps have burnt out due to excessive use as well as use in cases where the pump was undersized. Rather than purchasing smaller replacement pumps, we are looking to purchase one larger pump that would have capabilities for many large-scale projects. Chapter 287, Florida Statutes and City Code of Ordinances Section 2-10 grant the City authority to utilize cooperative purchasing under an existing government sourced bidding process. The purchase of goods and services as a form of inter -governmental purchasing. This allows smaller agencies to take advantage of the better pricing that other entities were able to obtain and reduce administrative time and costs involved in the procurement process (i.e., cost of preparing bid specifications, advertising, etc.). Staff is seeking approval for the purchase and authorization for the City Manager to execute all appropriate documents. If Agenda Item Requires Euenditure of Funds: Budgeted Amount: $17,475 Total Cost: S17,475 Funds to Be Utilized for Appropriation: Stormwater utility Fund Attachments: 1. Caterpillar Contract 062320.pdf 2. Kelly Tractor Sebastian Quote.pdf Administrative Services Department Review: City Attorney Review - Procurement Division eview, if applicable: City Manager Authorization: f/ _ rr Date: ` 13 of 287 DocuSign Envelope ID: 8787F7A8-4D7B4730-9888-F99EBC914D09 062320-CAT Sourcewell 4-41 Solicitation Number: RFP #062320 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Caterpillar Inc., 510 Lake Cook Road Suite 100, Deerfield, IL 60015 (Vendor or Caterpillar). Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell's cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. B. EXPIRATION DATE AND EXTENSION. This Contract expires August 27, 2024 unless it is cancelled sooner pursuant to Article 24. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor. C. SURVIVAL OF TERMS. Articles 11 through 16 survive the expiration or cancellation of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Vendor's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. While Caterpillar is Vendor under the Contract, pursuant to Section 10(a) it will subcontract certain obligations under this Contract to its dealers. Only those dealers that sign a Rev. 2/2020 14 of 287 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914009 062320-CAT Participation Agreement with Caterpillar obligating them to comply with the terms of this Contract will be eligible to provide Equipment, Products, or Services as a subcontractor under this Contract. In the event there is no dealer who has entered into a Participation Agreement available to provide Equipment, Products, or Services to a Participating Entity, Caterpillar shall be under no obligation to provide Equipment, Products, or Services to such Participating Entity under this Contract. Caterpillar will provide a copy of this Contract to its dealers that would normally service Participating Entities and invite such dealers to enter into a Participation Agreement as a subcontractor of Caterpillar under the terms of this Contract. Rental equipment may not be current year model and may be used, having been rented by Participating Dealer's prior customers. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in Vendor's product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity's site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTY. Any warranties granted to Participating Entities shall be granted solely by the Participating Dealer renting or otherwise providing the Equipment, Products or Services, as agreed between the parties. If rented equipment needs repair or replacement during the rental period, the Participating Dealer will repair or replace the Equipment at its cost and expense; provided that if the repair or replacement is as result the Participating Entity's misconduct, abuse, misuse, neglect or negligence, such Participating Entity will be responsible for the cost of repair or replacement. Except as expressly stated herein, all warranties, including any implied warranty of merchantability or of fitness for a particular purpose are expressly excluded and disclaimed. C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution, Vendor will make available to Sourcewell a means to validate or authenticate Vendor's authorized dealers, distributors, and/or resellers relative to the Equipment, Products, and Services related to this Contract. This list may be updated from time -to -time and is incorporated into this Contract by reference. It is the Vendor's responsibility to ensure Sourcewell receives the most current version of this list. 3. PRICING All Equipment, Products, or Services under this Contract will be priced as stated in Vendor's Proposal. Upon request made to a participating CAT dealer, from a Participating Entity identifying themselves as a Sourcewell member by providing their Sourcewell member number and Rev. 2/2020 15 of 287 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 062320-CAT contract number, formal rental rate quotes will list all costs, including delivery expenses, such as freight and permits (when required). Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Vendor must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities. Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Vendor as soon as possible and the Vendor will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity. B. SALES TAX. Each Participating Entity is responsible for supplying the Vendor with valid tax - exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity. C. HOT LIST PRICING. At anytime during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line -item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities. Rev. 2/2020 16 of 287 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 062320-CAT 4. PRODUCT AND PRICING CHANGE REQUESTS Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator. This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must: • Identify the applicable Sourcewell contract number; • Clearly specify the requested change; • Provide sufficient detail to justify the requested change; • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Request Form will be become an amendment to this Contract and be incorporated by reference. S. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell's cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities. Caterpillar will not enter into a contract with a U.S. Federal Government entity prior to obtaining necessary internal approvals and shall not be obligated to provide Equipment, Products, or Services to any U.S. Federal Government entity under this Contract unless separately agreed in writing. Caterpillar may work with such parties and may agree to provide equipment or services under the Contract on a case -by -case basis. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity's authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Vendor understands that a Participating Entity's use of this Contract is at the Participating Entity's sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source. Vendor is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential members to join Rev. 2/2020 4 17 of 287 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 062320-CAT Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. B. PUBLIC FACILITIES. Vendor's employees may be required to perform work at government - owned facilities, including schools. Vendor's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws. 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Vendor that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically, a Participating Entity will issue an order directly to Participating Dealers with payment made to the dealer as agreed. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration of this Contract; however, Vendor performance, Participating Entity payment, and any applicable warranty periods or other Vendor or Participating Entity obligations may extend beyond the term of this Contract. Vendor's acceptable forms of payment are included in Attachment A. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or any Participating Addendum, are to be negotiated between a Participating Entity and Participating Dealer, such as job or industry -specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entitles may require the use of a Participating Addendum; the terms of which will be worked out directly between the Participating Entity and the Vendor. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. C. PERFORMANCE BOND. If requested by a Participating Entity, Participating Dealer may agree to provide a performance bond that meets the requirements set forth in the Participating Entity's order. D. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Participating Entity and the Vendor may enter into a separate, standalone Rev. 2/2020 18 of 287 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 062320-CAT agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. E. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased; 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity's requirements; or 3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Participating Entity. F. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity's order will be determined by the Participating Entity making the purchase. 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: • Maintenance and management of this Contract; • Timely response to all Sourcewell and Participating Entity inquiries; and • Business reviews to Sourcewell and Participating Entities, if applicable. B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made). The Report must contain the following fields: • Customer Name (e.g., City of Staples Highway Department); • Customer Physical Street Address; Rev. 2/2020 [1 19 of 287 DocuSign Envelope ID: 8787F7A8-4078-4730-9888-F99EBC914D09 062320-CAT • Customer City; • Customer State/Province; • Customer Zip Code; • Customer Contact Name; • Customer Contact Email Address; • Customer Contact Telephone Number; • Sourcewell Assigned Entity/Participating Entity Number; • Item Purchased Description; • Item Purchased Price; • Sourcewell Administrative Fee Applied; and • Date Purchase was invoiced/sale was recognized as revenue by Vendor. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Vendor may not charge Participating Entities more than the contracted price to offset the Administrative Fee. The Vendor will submit a check payable to Sourcewell for one percent (1%) multiplied by the total net rental revenue (excludes freight, permits, and fees) of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter as the administrative fee. Payments should note the Sourcewell-assigned contract number in the memo and must be mailed to the address above "Attn: Accounts Receivable." Payments must be received no later than 45 calendar days after the end of each calendar quarter. Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Vendor's Authorized Representative is the person named in the Vendor's Proposal. If Vendor's Authorized Representative changes at any time during this Contract, Vendor must promptly notify Sourcewell in writing. Rev. 2/2020 20 of 287 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 062320-CAT 10. ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Provided, however, that Caterpillar is permitted to subcontract certain of its rights and obligations to Caterpillar dealers for performance without Sourcewell's prior written consent. B. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties. C. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it. D. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. E. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master -servant, or principal -agent. Intentionally omitted. 11. LIABILITY 12. AUDITS Sourcewell reserves the right to review the books, records, documents, and accounting procedures and practices of the Vendor relevant to this Contract for a minimum of 6 years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. 13. GOVERNMENT DATA PRACTICES Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract. Rev. 2/2020 8 21 of 287 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 062320-CAT If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request. 14. INDEMNIFICATION Intentionally omitted. 15. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY. Intentionally omitted. B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract. D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services. 16. GOVERNING LAW, JURISDICTION, AND VENUE Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota. 17. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 18. SEVERABILITY If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed. Rev. 2/2020 22 of 287 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 062320-CAT 19. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management. The Vendor will have 30 calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed will be borne by the Vendor. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non -defaulting party may: • Exercise any remedy provided by law or equity, or • Terminate the Contract or any portion thereof, including any orders issued against the Contract. 20. INSURANCE A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better, with coverage and limits of insurance not less than the following: Rev. 2/2020 10 23 of 287 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 1. Workers' Compensation and Employer's Liability. Workers' Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office ("ISO") Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products -completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for Products -Completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non -owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent. Minimum Limits: $1,000,000 each accident, combined single limit 4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Workers' Compensation, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Rev. 2/2020 11 24 of 287 DocuSign Envelope ID: 8787F7A8-407B-4730-9888-F99EBC914D09 062320-CAT Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. All policies must include there will be no cancellation, suspension, non -renewal, or reduction of coverage without 30 days' prior written notice to the Vendor. Upon request, Vendor must provide to Sourcewell copies of applicable policies and endorsements, within 10 days of a request. Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract. C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Vendor agrees to list Sourcewell, including their officers, agents, and employees, as an additional insured under the Vendor's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or "work" performed by or on behalf of Vendor, and products and completed operations of Vendor. The policy provision(s) or endorsements) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. A Participating Dealer may name a Participating Entity as an additional insured on a case -by -case basis. D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self -insured retentions applicable to the required or any other insurance maintained by the Vendor or its subcontractors. A Participating Dealer may waive subrogation against a Participating Entity on a case -by -case basis. E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self -insured retention. 21. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Participating Dealers must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Participating Dealers conduct with Sourcewell and Participating Entities. Rev. 2/2020 12 25 of 287 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 062320-CAT 22. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing. Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from prograrns operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 23. PROVISIONS FOR NON -UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Intentionally omitted. 24. CANCELLATION Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon 60 days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor's Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. Sourcewell Docu3fpned by: S( e By: -fAF02A� 9D06480 yf/� Jeremy Schwartz Title: Director of Operations & Procurement/CPO Date: 9/16/2020 1 10:23 AM CDT Approved: DocuSlpned by: By: _ (aoC Ceaut,f{�t, 7E42BBF817A84CC Chad Coauette Title: Executive Director/CEO Date: 9/17/2020 1 1:42 PM CDT Rev. 2/2020 Caterpillar Inc. �O`ocu5lpn�d By: — sce sescs( 15 aos. Chris Gustafson Title: Global Accounts & Allied Prod. Mgr. Date: 9/17/2020 1 11:39 AM PDT 13 26 of 287 DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 RFP 062320 - Equipment Rental with Related Services Vendor Details Company Name: Caterpillar Inc Does your company conduct business under any other name? If IL yes, please state: 100 NE Adams St Address: Peoria, IL 61629 Contact: Darren Wilson Email: Wilson_Darren_R@cat.com Phone: 309-265-4542 HST#: Submission Details Created On: Monday May 18, 2020 15:44:18 Submitted On: Tuesday June 23, 2020 16:17:32 Submitted By: John Frame Email: Frame_John_J@cat.com Transaction #: 08b57e2d460c40d2-a160-12248816b576 Submitter's IP Address: 34.69.162.10 Bid Number: RFP 062320 Vendor Name: C*t Wq§r Inc DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 Specifications Table 1: Proposer Identity & Authorized Representatives General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Please do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; mark "NA" if the question does not apply to you (preferably with an explanation). MemQuestion Proposer Legal Name (and applicable d/b/a, if any): Proposer Address: Proposer website address: 1 2 3 4 4j 6 Proposer's Authorized Representative (name, title, address, email address & phone) (The representative must have authority to sign the "Proposer's Assurance of Compliance" on behalf of the Proposer and, in the event of award, will be expected to execute the resulting contract): Proposer's primary contact for this proposal (name, title, address, email address & phone): Proposer's other contacts for this proposal, if any (name, title, address, email address & phone): Table 2: Company Information and Financial Strength Line Question Item I Response" Caterpillar Inc. 510 Lake Cook Road, Suite 100, Deerfield, Illinois 60015 caterpillar.com CAT.com Chris Gustafson Global Accounts & Allied Prod Mgr. G U STAFSO N_C H R I STOPH E R_D@cat. com 1 309 675 4802 John Frame, Rental National Accounts Mgr., Governmental Segment Frame —John _J @cat.com 309-675-MR Chris Gustafson Global Accounts & Allied Prod Mgr G USTAFSONCHRISTOPH ER_D@cat.com 1 309 675 48_02 Response' Bid Number: RFP 062320 Vendor Name: Cq*Mriljg9lnc DocuSign Envelope ID: 8787F7A8-407B-4730-9888-F99EBC914D09 Provide a brief history of your company, including your company's core values, business philosophy, and industry longevity related to the requested equipment, products or services. Caterpillar was founded in 1925 when two entrepreneurs merged their companies: Holt Manufacturing Company and C.L. Best Tractor Company. The merger was a great success because the ethics of both men were focused on high quality products and the best customer support. Since the founding 95 years ago, Caterpillar Inc. has retained the culture of focusing on customer needs and supporting products after the sale. Our company culture is keenly focused on customer satisfaction and every employee realizes that a customer's experience using the product will determine whether he or she will continue to purchase, lease, or rent Caterpillar products & services in the future. The key to this satisfaction is two -fold: develop & provide the best products and services that empower our dealers to offer the best support. Through this combination, we are proud to prove that our products and services offer the best value to our customers regardless of where they are located. We can prove measurable advantages in total owning and operating costs as well as intangible benefits in terms of standard safety features and telematics information sharing; as well as and many training, fleet health, and application support services offered by our dealers. Please refer to attached "Caterpillar Code of Conduct" in the attached "Financial Strength and Stability" zip folder for details regarding our corporate core values and business philosophy. What are your company's expectations in the event of an Caterpillar is honored to have served Sourcewell and its award? members' who have purchased CAT construction equipment, work -tools, and electrical power generation products through Sourcewell since 2008. Furthermore, we are proud to have earned the Sourcewell Legacy Award in 2019. Caterpillar contributes well over half of the revenue Sourcewell receives in the current Heavy Construction (purchase) contract (032119-CAT) and look forward to the opportunity to further grow business and serve members' needs together through a rental contract. Bid Number: RFP 062320 Vendor Name: Capp?iYg Inc DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 Demonstrate your financial strength and stability with meaningful data. This could include such items as financial statements, SEC filings, credit and bond ratings, letters of credit, and detailed reference letters. Upload supporting documents (as applicable) in the document upload section of your response. 10 What is your US market share for the solutions that you are proposing? Maintaining financial strength is a critical priority for Caterpillar. We receive debt ratings from the major credit rating agencies. Caterpillar is "mid -A" rated by S&P and Fitch and has a "low -A" rating with a positive outlook from Moody's. Maintaining our "mid -A" credit rating is critical to our cash deployment priorities. Due to our prudent focus on financial strength, on a comparative basis Caterpillar has generally demonstrated higher profitability, lower leverage, and better liquidity than our competitor peer group. Our liquidity position is extremely strong with typically the highest percentage of cash as a percent of total assets on the balance sheet vs our competitors. Please see five-year financial summary recently published in the attached "2019 Caterpillar's SEC form 10K Financial Summary" in the "Financial Strength and Stability" zip folder , which provides additional details about our financial position. The full text of the 239-page 10-K document can be found on our public website: http:/ANww.caterpillar.comlenfinvestors/sec-filings.html In 2019, Caterpillar sales and revenues were $53.8 billion. In 2019, Caterpillar delivered record profit per share of $10.74 per share and ended 2019 with $8.3 billion of enterprise cash. After paying uninterrupted rising annual dividends for more than two decades, Caterpillar, Inc. (NYSE: CAT) reached the 25th consecutive year mark for inclusion in the elite group of companies designated as Dividend Aristocrats. In addition to a minimum of 25 consecutive years of dividend hikes, a company must be a component of the S&P 500 index and must have a market capitalization of at least $3 billion to qualify as a Dividend Aristocrat. CAT dealers are independent businesses. As such Caterpillar cannot share their rental revenue market share. However, with Cat Rental Stores, Cat heavy equipment, Cat ' Power Systems, and dealer crane rental locations; Caterpillar has the largest rental fleet based on OEC in North America. 11 What is your Canadian market share for the solutions that CAT dealers are independent businesses. As such you are proposing? Caterpillar cannot share their rental revenue market share. However, with Cat Rental Stores, Cat heavy equipment, Cat Power Systems, and dealer crane rental locations; Caterpillar has the largest rental fleet based on OEC in North America. 12 Has your business ever petitioned for bankruptcy protection? No. Caterpillar Inc. has never been bankrupt. If so, explain in detail. Bid Number: RFP 062320 Vendor Name: Ca*MiRAr7Inc DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 13 14 How is your organization best described: is it a manufacturer, a distributoddealer/reseller, or a service provider? Answer whichever question (either a) or b) just below) best applies to your organization. a) If your company is best described as a distributor/dealer/reseller (or similar entity), provide your written authorization to act as a distributor/dealer/reseller for the manufacturer of the products proposed in this RFP. If applicable, is your dealer network independent or company owned? b) If your company is best described as a manufacturer or service provider, describe your relationship with your sales and service force and with your dealer network in delivering the products and services proposed in this RFP. Are these individuals your employees, or the employees of a third party? If applicable, provide a detailed explanation outlining the licenses and certifications that are both required to be held, and actually held, by your organization (including third parties and subcontractors that you use) in pursuit of the business contemplated by this RFP. Caterpillar is a manufacturer of construction, mining, energy and transportation equipment, technology and provider of related services. Caterpillar Inc. is a world class manufacturer which distributes products through a vast and capable dealer network. CAT dealers are strong independent companies and in North America alone they have a combined net worth of billions of dollars. Their large valuation is a competitive advantage because it allows them to have the infrastructure to support customers regardless of location, industry, fleet size, or application. We believe the service parts inventory maintained by CAT dealers is the largest of any construction equipment and power systems brand. Another advantage of independently owned dealers is that they know their customers and market well. They tailor their services specifically to their customers' needs. Caterpillar and each dealer have signed a sales and service agreement that outlines the specific expectations from both parties. In a broad overview, Caterpillar manufactures products and sells them to CAT dealers. The dealers then sell, lease and rent those products to customers. Caterpillar does not sell directly to state, province, nor local governments. Although Caterpillar will sign this contract as a manufacturer, CAT dealers will be given the opportunity to avail themselves of the rental business presented by the contract and will execute all the transactions with governmental, educational and non-profit customers as they do today. This includes but is not limited to consultation, quoting, accepting payment, delivery, warranty support, parts sales, and service. This is no different than sales and rentals occurring outside the terms of this agreement. Caterpillar dealers heartily embrace Sourcewell contracts #032119-CAT, #120617-CAT, and all of them have been trained in there use and as such will already be familiar with Sourcewell's rental contract. In fact, the Sourcewell contract covering equipment & work -tools for purchase (032119-CAT) was leveraged by more than 90% of our dealers in 2018 and 2019. Caterpillar offers specific discounts to Sourcewell members. By renting to members under the Sourcewell contract, participating CAT dealers agree to honor those discounts. To the extent of our knowledge, we are unaware of specific licenses or certifications required to pursue the business covered by this RFP. 15 Provide all "Suspension or Debarment" information that has Caterpillar Inc. has not been suspended or disbarred in the applied to your organization during the past ten years. last ten years. Table 3: Industry Recognition & Marketplace Success Line Question Item 16 Describe any relevant industry awards or recognition that your company has received in the past five years Response* Please note: To list all the awards received in the past five years would unnecessarily lengthen our response. For brevity, we are highlighting some recognition received in 2018 & 2019. Sourcewell Legacy Award-2019 Bid Number: RFP 062320 Vendor Name: C�tpfpifI§f Inc DocuSign Envelope ID: 8787F7A8-4D7B-1730-9888-F99EBC914D09 »>2018 Corporate Awards & Recognition • Forbes Magazine America's Most JUST Companies — #49 • Forbes World's Most Reputable Companies 2018 — #47 • Fortune 500 — #65 • Dow Jones Sustainability Index — 19-year member • Fortune World's Most Admired Companies 2018 -- #43 • Forbes America's Best Employers for Diversity 2018 -- #247 • Top Veteran -Friendly Companies 2018 — U.S. Veterans Magazine • Woman Engineer Magazine — Top 50 Employers 2018 - #21 • Minority Engineer Magazine — Top 50 Employers 2018 - #15 • CAREERS & the disABLED Magazine — Top 50 Employers 2018 -- #9 • Human Rights Campaign Foundation Corporate Equality Index 2018: Score = 90 • Forbes 2018 Top 25 Places to Work in Brazil — #5 • Forbes Best Employers for Women 2018 — #245 • Interbrand Best Global Brands 2018 — #82 • Top 150 Global Licensors — Global License • Top 1,000 companies with the Strongest Female Leaders — Mogul • 7 Companies with Impressive Mentorship Programs — Glassdoor • Top -Rated Workplaces: Best For Veterans — Indeed • Best Product Support in 2018 — Brazilian Association of Technology for Construction and Mining • Facility of Distinction for Safety — Indonesia • Certification on Promoting Work Life Balance — Japan >>2018 Product Awards & Recognitions Top 100 Awards from Construction Equipment magazine • D8T TTT • Next Gen 20-ton HEX • 24 MG • 903D CWL • UTVs Contractor's Choice Awards from Roads & Bridges magazine • PM622 — Gold • AP1055F — Gold • AP555F — Gold • SE60 V XW — Gold • CB66B — Gold • CS56B — Gold • D6T — Gold • 315F CR — Gold • 335F CR — Gold • 962M — Gold • 140M3 — Gold • B20 — Gold • Grade Control — Bronze • Product Link — Bronze • 420F2 — Gold • 304.5E2 XTC — Silver • 299D2 XHP — Gold • TH255C - Gold • 777G — Gold Top 50 Award from Equipment Today magazine • 320 GC, 320 and 323 Next Gen HEX Twenty for 2018 Award from Landscape Business magazine • UTVs Bid Number: RFP 062320 Vendor Name: CaWpMar Inc DocuSign Envelope ID: 8787F7A84D7B-4730-9888-F99EBC914D09 17 What percentage of your sales are to the governmental sector in the past three years 18 What percentage of your sales are to the education sector in the past three years The governmental & educational sector is extremely important to Caterpillar. We do not track government and education separately. However, it is safe to assume that the bulk of these sales is to state, county, municipal, and special districts. We have a dedicated team to ensure success in this market. Overall, the percentage of our sales to non-federal governmental agencies varies between 11% and 26%. Some of our product families are highly focused and designed for governmental customers. With these products, we see the percentage of our sales to government as high as 75%. The governmental & educational sector is extremely important to Caterpillar. We do not track government and education separately. However, it is safe to assume that the bulk of these sales is to state, county, municipal, and special districts. We have a dedicated team to ensure success in this market. Overall, the percentage of our sales to non-federal governmental agencies varies between 11% and 26%. Some of our product families are highly focused and designed for governmental customers. With these products, we see the percentage of our sales to government as high as 75%. 19 List any state, provincial, or cooperative purchasing contracts While CAT dealers would typically hold contracts with states that you hold. What is the annual sales volume for each of and provinces, as an exception Caterpillar holds the state these contracts over the past three years? contract with Ohio. Additionally, we are contract holders with National IPA and NASPO ValuePoint. Just as we would never share Sourcewell transaction information with other cooperatives, we don't feel it would be honorable to share the volumes of those contracts. However, we are happy to report that of all cooperative contract sales, most are transacted via Sourcewell. 20 List any GSA contracts or Standing Offers and Supply Caterpillar holds GSA contract GS-30E-0018U, Schedule Arrangements (SOSA) that you hold. What is the annual 23V Automotive Superstore. The sales volume is more than sales volume for each of these contracts over the past three $9.2M per year. Caterpillar also holds GSA EPG contract years? GS07F5666R, Schedule 56 Buildings and Building Materials. The sales volume is approximately $1M per year. We do not allow our dealers to use our GSA contracts. Table 4: References/Testimonials Line Item 21. Supply reference information from three customers who are eligible to be Sourcewell participating entities. Entity Name • CAT equipment purchaser: Lac La Biche County, AB CAT equipment purchaser: County of St. Paul, AB CAT equipment purchaser: Douglas County, KS CAT equipment purchaser. City of Newport News, VA CAT equipment purchaser: Klamath County Solid Waste, OR Contact Name • Phone Number • Les Cote, Equipment Maintenance (780) 623-6815 Manager Mark Chileen, Director of Public Works (780) 645-3006 Clayton Funk, Fleet Manager (785) 331-1333 Joey Auche, Fleet Operations (757) 848-8406 Superintendent Tom Crist, Operations Manager (541) 891-5687 Bid Number: RFP 062320 Vendor Name: Catp(iy�r Inc DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 Table 5: Top Five Government or Education Customers Line Item 22. Provide a list of your top five government, education, or non-profit customers (entity name is optional), including entity type, the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar volumes from the past three years. Entity Name Entity Type ' State / Province Scope of Work " Size of ' Dollar Volume Past ` Transactions Three Years City of Minneapolis Government Minnesota - MN Construction 102 machines $2.6 million Public Works Fleet Equipment Div. City of Raleigh Government North Carolina - NC Construction 110 machines $2.2 million _ Equipment State of Maine Government Maine - ME Construction 223 machines $1.5 million Dept. of Equipment Transportation City of North Las Government Nevada - NV Construction 48 machines 40.9 million , Vegas _ Equipment State of Utah Government Utah - UT Construction 25 machines $0.8 million Equipment Table 6: Ability to Sell and Deliver Service Describe your company's capability to meet the needs of Sourcewell participating entities across the US and Canada, as applicable. Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers (full-time equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third party), and any overlap between the sales and service functions. Line Question Response' Item 23 Sales force. The CAT dealer salesforce is the most capable and highly trained in the industry. We ask CAT dealer sales people to be consultants and to advise customers on the best solutions. As a manufacturer we request our dealers to follow strict training protocols to ensure our sales force remains current on all product updates. Specifically, as it relates to governmental sales, each dealer has one or more people named to be a key liaison between us as a manufacturer, and their dealer sales team. This person is offered additional in-depth training on Sourcewell and ensures that all contract terms are followed. In North America, our dealers employ more than 53,000 people across the machine, energy, parts, and service divisions. Of this number more than 8% (4400) are in machine and parts sales; more than 39% (21,000) are in in service and support. The dealer sales teams are supported by a network of Caterpillar professionals. Each dealer has in -territory support of 5-8 Caterpillar sales/marketing employees. It is the responsibility of these people to ensure that the dealer and Caterpillar are working well together to constantly improve and to adapt to marketplace changes. Beyond the territory experts, the sales and marketing department at Caterpillar is staffed by more than 600 people whose mission is to focus on customer satisfaction. Even more are employed "behind - the -scenes' to ensure industry leading product design, up-to- date product information, and maintaining the ease of doing i business in an i L,� s'. ,J j connected marketplace. Bid Number: RFP 062320 Vendor Name: CcUotWinc DocuSign Envelope ID: 8787F7A84D7B-4730-9888-F99EBC914D09 24 Dealer network or other distribution methods. 25 Service force. The CAT dealer network is key to the success of our company. Within Canada and the United States, we have more than 800 dealer owned locations that rent equipment. Please refer to our directory listing of CAT dealers locations and locations map in the attached "Additional Documents" zip file / "Cat Dealer Rental Locations -Canada & U.S." folder. are independently owned, and many cover an entire state or province. (In some cases, dealers cross state/provincial boundaries, and in other cases, more than one dealer will be located in a state.) Each dealer has multiple branch locations and a mobile service fleet that can serve customers regardless of location. These are all physical locations our governmental customers may use. Because of the size of CAT dealers, they are exceptionally capable to serve governmental customers. Collectively, CAT dealers' large net worth permits them to stock a high volume of replacement parts — allowing governmental customers the fastest turnaround on parts availability and repair time. CAT dealers recognize the importance of governmental business to their overall success and they each have one or more governmental specialists whose job it is to serve governmental agencies well. Please refer to the CAT dealer rental locations list and map included as attached documents. We at Caterpillar are very proud of the saying: "The sales department sells the first machine; the service department sells every one after that." The CAT dealer network in North America collectively employs more than 20,000 factory trained technicians, parts experts, product support managers and other service -oriented staff. These people are supported with the best repair shop equipment and materials. As machines and engines are constantly updated, so too are our service experts. We conduct product -specific training every week of the year. Technician shortage is an industry- wide concern, but because CAT dealers are large, long established companies, they can offer strong compensation and benefit packages that encourage the best people to seek employment and to retain them once hired. Caterpillar works very closely with dealers and through a program called "Think Big," we are able to keep the pipeline of high quality employees full. In addition to the technicians and mechanics that work on the machines directly, each dealer has a service support staff that includes customer -facing consultants who are responsible for working with customers to set up maintenance and repair schedules to ensure the best possible up -time. Collectively, service support staff makes up the bulk of each dealers' staff. Roughly half of their personnel investment goes to ensuring customer success via product support. The dealer service teams are supported by a network of Caterpillar professionals. Each dealer has in -territory support of 5-8 Caterpillar parts/service employees. It is the responsibility of these people to ensure that the dealer and Caterpillar are working well together to constantly improve and to adapt to marketplace changes. Beyond the territory experts, the service and support groups at Caterpillar are staffed by thousands of people whose mission is to focus on post -sale customer satisfaction. Even more are employed "behind -the -scenes" to ensure technical literature is up to date, service standards are adhered to, and repair questions are answered quickly. We exceed our 95% 1-hour response rate target in responding to dealer service inquiries. Bid Number: RFP 062320 Vendor Name: C�tipn?iYg Inc DocuSign Envelope ID: 8787F7A8-407B-4730-9888-F99EBC914D09 26 Describe in detail the process and procedure of your customer service program, if applicable. Include your response -time capabilities and commitments, as well as any incentives that help your providers meet your stated service goals or promises. 27 Identify your ability and willingness to provide your products and services to Sourcewell participating entities in the United States. We are proud that our reputation stands on having the best customer support in the industry. In fact, our capabilities are industry leading. Should a customer ever have a problem or issue with a machine, their Cat dealer is empowered to resolve that issue locally. If the problem is a result of a defect in material or workmanship, Caterpillar will cover that completely within the standard warranty period. Every Caterpillar dealer has a common detailed service process in place. Caterpillar supports and verifies that the dealer service technicians are supplied with the tools and equipment needed to repair all Caterpillar products. Technicians have access to an electronic library of technical information including Service Letters, Technical Information Bulletins, System Operations, Troubleshooting, and Disassembly and Assembly manuals. These manuals are provided for every Caterpillar product. Each dealer also has one or more "Technical Communicators" who is dedicated to supporting the service technicians by acting as a liaison between their shop personnel and Caterpillar. The service technicians also have a dealer support network (DSN) system with direct access to Caterpillar's Service Engineers. Caterpillar responds to more than 95% of all high priority tickets within one hour. Depending on a customer's needs, they may choose to handle service issues themselves, in conjunction with their dealer, or they may ask their dealer to handle them entirely. To meet the varying desires of each customer, Caterpillar offers a wide range of service programs: • Cat EM Solutions • Cat Equipment Care Advisor -Monitor • Cat Equipment Care Advisor -Protect • Cat Inspect • Condition Monitoring • Customer Support Agreements • S-O-S Services We are happy to serve all geographic areas and all Sourcewell Member sectors, within the United States with our complete product and service offering through Sourcewell. Caterpillar has successfully utilized Sourcewell to sell machines in 49 States and Canada. 28 Identify your ability and willingness to provide your products We are happy to serve all geographic areas and all and services to Sourcewell participating entities in Canada. Sourcewell Member sectors, within Canada with our complete product and service offering through Sourcewell. In fact, we see the Canadian market as a significant growth opportunity for Sourcewell use and will actively encourage its use. Caterpillar is gaining significant momentum with Canadian sales through Sourcewell contract #032119-CAT. In 2018, Caterpillar sales growth in Canada for machines through 032119-CAT increased nearly 400% over the previous year. Bid Number: RFP 062320 Vendor Name: Cater(lilt7lnc DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 29 Identify any geographic areas of the United States or Canada that you will NOT be fully serving through the proposed contract. 30 Identify any Sourcewell participating entity sectors (i.e., government, education, not -for -profit) that you will NOT be fully serving through the proposed contract Explain in detail. For example, does your company have only a regional presence, or do other cooperative purchasing contracts limit your ability to promote another contract? 31 Define any specific contract requirements or restrictions that would apply to our participating entities in Hawaii and Alaska and in US Territories. Table 7: Marketing Plan Km Question CAT dealers maintain over 800 equipment rental locations that serve every state and province throughout the United States and Canada. Caterpillar has successfully utilized Sourcewell to sell machines in 49 States and Canada. We are happy to serve all geographic areas within the United States and Canada with our complete product and service offering through Sourcewell. Cat dealers are independently owned businesses. Consequently, before dealers can participate in national accounts contracts, including those resulting from proposals to Sourcewell RFPs such as 062320; they must `opt -in" by signing a Dealer Participation Agreement with Caterpillar Inc. Please refer to Table 16: Exceptions to Terms, Conditions, or Specifications For, contract section 2 for further explanation regarding CAT dealer participation. We are happy to serve all Sourcewell Member sectors, within the United States and Canada with our complete product and service offering through Sourcewe[I. Caterpillar's cooperative purchasing and rental contracts are non-exclusive; i.e. none of them restrict Caterpillar from promoting any other cooperative purchasing contracts. Cat dealers are independently owned businesses. Consequently, before dealers can participate in national accounts contracts, including those resulting from proposals to Sourcewell RFPs such as 062320; they must 'opt -in" by signing a Dealer Participation Agreement with Caterpillar Inc. Please refer to Table 16: Exceptions to Terms, Conditions, or Specifications Form, contract section 2, for further explanation regarding CAT dealer participation. There are no restrictions or limitations for sales to members in Hawaii, Alaska, or U.S. Territories. However, because products available in Hawaii, Alaska, or U.S. Territories are different from those within the U.S. and Canada, we may need to adjust our product list and provide revised pricing as Sourcewell expands to serve these markets. Response* Bid Number: RFP 062320 Vendor Name: C�teRTpf Inc DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 32 Describe your marketing strategy for promoting this contract opportunity. Upload representative samples of your marketing materials (if applicable) in the document upload section of your response. 33 Describe your use of technology and digital data (e.g., social media, metadata usage) to enhance marketing effectiveness. Our current marketing strategy with Sourcewell contract #032119-CAT proves to be effective, with year over year sales growth through this contract; including over 75% in 2019 vs. the previous year. Should we be fortunate enough to be awarded a contract for equipment rental in response to RFP #062320, we will proudly announce the award publicly through our multiple customer facing touchpoints which may include: • Press Release • Governmental Solutions Magazine (Caterpillar produced magazine distributed to governmental customers in the US and Canada • Government Training & Safety Days (governmental customer training events at Caterpillar facilities) • Announcement in our monthly governmental customer eNewsletter • Announcement on our social media channels (FB, Instagram, Linkedln) • Feature on our governmental focused website: www.cat.com/govem mental • Display mentions at all governmental tradeshows we attend • Updated literature with the new contract information. Some examples are included as attached documents. However, we will use the opportunity of this newly awarded contract to update and redesign our materials to include our equipment rental offering. Caterpillar and the CAT dealer network are leaders in using emerging technologies to reach our customers. We manage several Facebook pages, Instagram, Linkedln, etc. and can target governmental segments separately. We also look at past purchase history and financing information to recognize in advance when customers may be considering replacing machines that they own. We have a subscription to a third -party database (Deltek) which we use to monitor future funding. It is our intention to reach out (via CAT dealers) to these potential customers and recommend the Sourcewell solution as they prepare for future purchases and equipment rentals. Bid Number: RFP 062320 Vendor Name: C rpftr/lnc DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914009 34 In your view, what is Sourcewell's role in promoting contracts arising out of this RFP? How will you integrate a Sourcewell- awarded contract into your sales process? We count on Sourcewell to promote themselves, awarded contracts and the viability of cooperative purchasing and rental in general. We appreciate Sourcewell's presence in industry media, tradeshows, and their web presence. We also appreciate Sourcewell's 'Get to Know You' training forums, which many Caterpillar dealer sales teams have attended throughout the United States. While Sourcewell should continue their currently strong marketing efforts, we believe it is also our responsibility to promote the contract with our customer base. Some examples of our marketing efforts are mentioned in our response to line item 32. We will also encourage these conversations between our sales force and the buyers and influencers who are considering our equipment for purchase. As Sourcewell is already well on the way to be the preferred selling method to non-federal governmental entities by Cat dealers, we will also encourage them to utilize the rental contract as well. There is a team of dedicated corporate governmental specialists whose job is to assist dealers with sales and rentals. These team members are experts in cooperative purchasing and work daily with customers and dealers to answer questions and to facilitate its use. Caterpillar also has a Governmental Affairs team who will continue to work closely with Sourcewell's Governmental Affairs staff, when necessary, to lobby for procurement codes that allow the use of Cooperative Contracts. 35 Are your products or services available through an e- Our parts division lends itself best to e-procurement and procurement ordering process? If so, describe your e- many CAT dealers offer that capability to customers via a procurement system and how governmental and educational dealer portal. customers have used it. Table 8: Value -Added Attributes Line Question Item 36 Describe any product, equipment, maintenance, or operator training programs that you offer to Sourcewell participating entities. Include details, such as whether training is standard or optional, who provides training, and any costs that apply. Our machines are complex and often custom -configured. A consultative salesperson is integral to ensuring that machines are configured and built to perform well in their expected duties. For this reason, we do not offer a company -wide e- procurement option. Our dealers are innovators however, and if they offer e-procurement now or in the future we are pleased to allow Sourcewell members to use that option. Response* All dealers offer basic operation, safety, and maintenance training with every sale. Should a customer desire more advanced training, such as productivity improvement or advanced repairs, each of our dealers can supply that training. Often there is a cost associated with that specific additional training and it would be negotiated between the dealer and the customer. Caterpillar also offers training programs directly to customers in three areas — operation, safety, and service. Members may access courses online, via CDs, or through instructor - led classes leading to operator certifications. The fees for these services vary depending on the depth of training desired. These high-level instructor -led courses can be conducted at one of our dedicated training facilities in the US, or on a customers local site using their own equipment. Advanced repair courses may occasionally be made available to non -dealer mechanics. Current course options are available through dealer product support departments. These courses have a fee which varies according to class length and materials. 37 Describe any technological advances that your proposed Technology is a key product differentiator for Caterpillar. To Bid Number: RFP 062320 Vendor Name: Cgt`✓Ri�pf Inc DocuSign Envelope ID: 8787F7A8-4D76-4730-9888-F99EBC914D09 products or services offer. describe each of them in detail would expand the length of this response beyond a reasonable level. For brevity, key technologies are referenced below. More detail is available on our product pages on www.cat.com. Remote monitoring and telematics are available on every machine. This allows customers and dealers to monitor machine health and operation with the intent of early issue detection. Through our proprietary fleet monitoring software, we are leaders in using technology to prevent unexpected downtime. Motor Graders • Auto shift Transmission — maintains consistent torque through shifts with reduced forces and variations • Eco Mode - Save up to 10 percent on fuel consumption • Blade Slope Meter - Reduces the dependence on manual grade checking. • Cross Slope Indicate - provides a real time readout of cross slope on the machine display • Auto Cross Slope - Save up to 40 percent in material with the Cat GRADE Cross Slope feature • Cat Grade - Ensures machine readiness for additional 2D/3D grade control technologies • Stable Blade - Senses blade bounce before the operator to reduce manual throttle use and site rework • Rearview Camera - enhances visibility along with a heated lens to prevent snow buildup Dozers • Auto shift Transmission with Lockup Torque Converter — Saves up to 20% of fuel with no operator input • Electric Drive Transmission (option) — Saves up to 35% of fuel with no operator input • Slope Indicate - provides a real time readout of cross slope on the machine display • Slope Assist - automatically maintains blade slope without a GPS signal • Cat Grade with 3D - enables operators to improve grading efficiency, accuracy, and productivity in both production dozing and finish grading applications • AutoCarry — automatically controls blade lift for more consistent blade loads and less track slip • Stable Blade — monitors blade pitch and automatically controls the blade for smoother finishes • Rearview Camera - enhances visibility with HD quality and back-up lines Excavators • Eco Mode - automatically adjusts engine and hydraulic power for the highest fuel efficiency —less power for tasks such as swinging and more power for digging • Cat Grade with 2D - helps operators reach grade faster eliminating grade checkers • Cat Grade with 3D — increases productivity and expands grading capabilities • Dig Assist — Automatically controls boom and bucket movements to deliver more accurate cuts with less effort • Payload measuring - delivers precise load targets with on -the -go weighing • eFencing - automatically stops excavator motion using boundaries you set in the monitor for the entire working envelope —above, below, sides and front • Birds eye 360 view Camera - rearview and right -side - view cameras always keep operators aware of their surroundings Wheel Loader • Electric Drive Transmission (option) - Maintains productivity while operating 25 percent more efficiently • Eco Mode - reduces fuel consumption with minimal Bid Number: RFP 062320 Vendor Name: CaterpilkRInc DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 38 Describe any "green" initiatives that relate to your company or to your products or services, and include a list of the certifying agency for each. impact to productivity • Payload measuring - brings payload weighing to the cab so operators can work more productively and deliver accurate loads with confidence • Ride Control - works as a shock absorber, improving ride quality over rough terrain • Object Detect — increases operator awareness around the machine and provide alerts to help keep people and assets safe on the job site • Rearview Camera - enhances visibility with HD quality Backhoe • 4WD Auto Shift 6 speed Transmission with Lockup Torque Converter - allows effortless gear and direction changes while maintaining continuous traction throughout the work cycle for better torque and added fuel efficiency • Ride Control - provides a much smoother ride in all applications • Variable Speed Steering — reduces number of steering wheel rotations when rotated faster. Skid Steer Loader/ Compact Track Loader • Remote Task — allows operator to precisely control the machine from a safe location • Cat "Intelligent Leveling" system (ILEV) provides industry leading technology, integration and features such as dual direction, self -leveling, work tool return -to -dig and work tool positioner • Speed Sensitive Ride Control - improves operation on rough terrain, enabling better load retention, increased productivity, and greater operator comfort. At Caterpillar, sustainability is an important commitment to building a better world. Sustainability is part of who we are and what we do every day — it is one of Caterpillar's core values. We recognize progress involves a balance of environmental stewardship, social responsibility, and economic growth. We consider this as we work toward a vision of a world in which people's basic needs — such as shelter, clean water, education, and reliable energy — are fulfilled. We provide work environments, products, services, and solutions that make productive and efficient use of resources as we strive to achieve our vision. We believe this commitment supports the enduring success of our customers, stockholders, dealers, and our people. Caterpillar is a proud 20-year member of the Dow Jones Sustainability Indices, including both the World and North America indices. The annual DJSI process follows a best -in - class approach, evaluating numerous corporate economic, environmental, and social performance factors. For more on sustainability at Caterpillar, please visit our 2019 Sustainability Report at: http://reports.caterpillar.com/sr/ The 2020 report will be available in 2021. Examples of sustainability in action at Caterpillar follow below: INNOVATION: Caterpillar aims to help customers use less fuel and generate fewer greenhouse gas (GHG) emissions. We continue to develop products with fewer direct emissions. In addition, we're increasing our investment in high -efficiency energy conversion and electrification — working to increase power density, expand the use of alternative fuels, maximize efficiency of power systems, and introduce electrification into our product lines while significantly decreasing owning and operating costs. In doing so, we help our customers improve their own operations, while also driving our industry to Bid Number: RFP 062320 Vendor Name: Cgij pTgif Inc DocuSign Envelope ID: 8787F7A84D7B4730-9888-F99EBC914D09 improve. REMANUFACTURING: Caterpillar strives to provide customers with quality equipment that delivers the best economic proposition for their business. We remanufacture (reman) and rebuild products and components that provide customers not only with immediate cost savings, but also help extend life cycles and use materials more efficiently. Rebuild programs increase the lifespan of equipment by providing customers with a restored product for less cost than buying new. A complete Cat® Certified Rebuild includes more than 350 tests and inspections, automatic replacement of approximately 7,000 parts and a like -new machine warranty. Caterpillar takes a systems view of the life of our products. We design and manufacture them for multiple lives, our dealers support and service them to maximize their value to the customer, and we remanufacture them at the end of their useful life to deliver the next generation of value. Our engineering and manufacturing expertise, field population and dealer organization make this possible. This total life cycle approach allows us to provide sustainable solutions that help customers build a better world. FLEET EFFICIENCY: Reducing waste and conserving natural resources on job sites are increasingly important goals of many of Caterpillar's customers as they seek to realize the full value of their assets on the job site. Our Job Site Solutions team works in partnership with Cat® dealers to help customers find innovative ways to improve their operations and be more competitive in the marketplace — solutions that often deliver additional sustainability benefits. For instance, optimizing fleet efficiency not only reduces costs, but can also improve the maintenance and component replacement cycles of individual machines. Better maintenance execution can extend the life of a machine, which in turn reduces raw material consumption. RESPONSIBLE MANUFACTURING: At our facilities, we work to minimize our environmental impact by focusing on energy conservation, GHG emission reduction, water conservation and waste reduction. We have set energy -efficiency targets in our operations since 1998 and have set GHG emission -reduction targets since 2003. We currently have operational targets for an increased reliance on alternative and renewable energy and a reduction in energy intensity and GHG emissions intensity. As a manufacturer of heavy equipment, some of Caterpillar's operations are energy -intensive. But even in our most energy - dense environments, Caterpillar employees have found ways to implement innovative energy solutions that reduce our energy costs as well as our environmental impacts. With respect to water, we recognize the far-reaching economic, social, and environmental implications that water scarcity may have in the future and have taken steps to reduce our consumption. Finally, we are minimizing waste in our processes not only to reduce costs, but also to reduce our use of materials, energy, water, and land. We ultimately aim to reduce all waste generated by our production processes. SUSTAINABLE CONSTRUCTION: Our goal is to design all new facilities to meet Leadership in Energy and Environmental Design (LEED) or comparable green building criteria. Facilities designed to the LEED criteria are more energy - Bid Number: RFP 062320 Vendor Name: Caj:proft7lnc DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 39 Identify any third -party issued eco-labels, ratings or certifications that your company has received for the equipment or products included in your Proposal related to energy efficiency or conservation, life -cycle design (cradle -to - cradle), or other green/sustainability factors. and resource -efficient than traditional construction. LEED facilities are also designed to create a healthier indoor environment for employees. All our facilities that completed construction in 2017 met LEED or comparable green building criteria. By taking a critical look at every phase of our operations, teams have been able to uncover unexpected methods to reduce our footprint while maintaining or improving performance and customer satisfaction. We are proud to share the following metrics: METRIC CHANGE FROM 2006 to 2019: • Absolute Change in GHG Emissions 41 % Reduction • Operational Energy intensity 32% Reduction • Waste Generation Intensity 21 % Reduction • Absolute Water Consumption 37% Reduction METRIC CURRENT LEVEL: • Altemative/Renewable Energy Use 35.5% • Waste Recycled 87.1 % Plants certified with ISO 14001:2004 Environmental Management System include: • Anchor Coupling - Goldsboro, NC - ISO 14001:2004 - Sept 2018 • Anchor Coupling - Menominee - ISO 14001:2015 - Jan. 2021 • Gen Sets - Newberry - ISO 14001:2004 - Nov. 2017 • Mapleton - 14001:2004 self -certification - issued January 2013 • Reman Services - Corinth, MS - ISO 14001:2015 - Sept. 2021 • Reman Services - Franklin - ISO 14001:2004 - May 2017 Plants certified with ISO 14001:2004 Environmental Management System include: • Anchor Coupling - Goldsboro, NC - ISO 14001:2004 - Sept 2018 • Anchor Coupling - Menominee - ISO 14001:2015 - Jan. 2021 • Gen Sets - Newberry - ISO 14001:2004 - Nov. 2017 • Mapleton - 14001:2004 self -certification - issued January 2013 • Reman Services - Corinth, MS - ISO 14001:2015 - Sept. 2021 • Reman Services - Franklin - ISO 14001:2004 - May 2017 Bid Number: RFP 062320 Vendor Name: Cooggq Inc DocuSign Envelope ID: 8787F7A84D7B-4730-9888-F99EBC914D09 40 Describe any Women or Minority Business Entity (WMBE), Small Business Entity (SBE), or veteran owned business certifications that your company or hub partners have obtained. Upload documentation of certification (as applicable) in the document upload section of your response. Two of our dealers in North America are owned by women: Foley Equipment, with territory primarily in Kansas and Missouri; and Cashman Equipment based in Nevada. In addition to these two owners, there are 31 other women in our North American dealer network who hold the titles of President, Vice President or Director. One of the more recognized initiatives within Caterpillar's Global Supply Network Division is the Caterpillar Inc. Proprietary Information Supplier Diversity program, which spurs economic growth by increasing business opportunities to minority -owned, women -owned, veteran- and service - disabled veteran -owned, small disadvantaged businesses and those certified in HUBZones, all while ensuring expectations are met with regards to quality, velocity, capacity, and cost. Currently more than 37% of our direct and indirect purchasing is conducted with suppliers in these categories. Caterpillar is a proud member of the National Minority Supplier Development Council (NMSDC). We also use the System for Award Management (SAM), SBA, and NMSDC databases to locate SDB, VOSB, SDVOSB and HUBZone suppliers. Supplier Diversity is discussed with Global Supply Network Division leadership during the Monthly Operating Results Review meetings. This in turn forces accountability for diverse supplier inclusion by measuring drivers, such as the number of sourcing projects, which include Diverse Suppliers and the values of the projects in which they participate. The goal is to create greater transparency to determine which teams are creating inclusive environments, and which are not. Bid Number: RFP 062320 Vendor Name: Calbr filbFInc DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 41 What unique attributes does your company, your products, or your services offer to Sourcewell participating entities? What makes your proposed solutions unique in your industry as it applies to Sourcewell participating entities? Table 9: Warranty RELIABLE RENTAL EQUIPMENT: CAT dealers keep their rental fleets fresh. Industry data demonstrates that the average age of rental equipment in CAT dealers' fleets, is consistently less than the rental industry as a whole. Please refer to in the attached "Additional Documents" zip folder for the "Rental Fleet Asset Age Comparison -Cat vs. Industry" chart for the data. BEST OVERALL VALUE / LOWEST LIFE CYCLE COST: Caterpillar products deliver the best value for the money. While we rarely have the lowest initial purchase price, we are happy to demonstrate to customers that our machines offer the lowest overall owning and operating costs when factors such as fuel efficiency, repair frequency, productivity, and resale value are factored in. We believe that government agencies are tasked to be the best stewards of taxpayer funds and our products can prove that they are the best solution. Sourcewell members are in the best position to allow these discussions to take place in contrast to a local bid situation where the focus is often only on initial price. CAT SAFETY SERVICES / SAFETY FEATURES: In addition to the tangible, measurable aspects of the life cycle cost equation, we also bring our focus on safety to every product that we manufacture. Quantifying a human life or debilitating injury is impossible, but each machine has industry -leading features that strive to minimize the possibility for accidents. In addition to built-in safety features, we also offer a suite of aftermarket safety products and services that are unique in the industry. Caterpillar Safety Services offers culture, jobsite & leadership assessments; safety and leadership training workshops; and a comprehensive continuous improvement process through consultative services. Services are facilitated by Safety Services consultants and training products can be purchased for self -implementation. Details on products and services are available at www.cat.com/safety. These products and services are available at a 15% discount from the list price. Technology Enabled Safety Solutions are tangible products designed to assist the implementation of a safety culture. We are pleased to offer these unique products at a 5% discount off list price. Examples of products and services available include (this list may be augmented as new products/services become available): a) Cat Detect suite of products (allows machines to sense people and objects near them) b) Driver Safety System (detects and reacts to signs of fatigue and distraction) c) Cat SmartBand (monitors activity and sleep data) PRODUCT ATTRIBUTES: Each product we sell offers unique operating, safety, and cost -savings advantages that are exclusive to Caterpillar. It is outside the scope of this response to itemize these differentiators. However, we provide many details on our web page at www.cat.com. Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims Bid Number: RFP 062320 Vendor Name: Ca[t�Mriygr/ Inc DocuSign Envelope ID: 8787F7A84D7B4730-9888-F99EBC914D09 procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below. l ern Question 42 Do your warranties cover all products, parts, and labor? Response` Yes. Caterpillar has the most extensive warranty coverage in the industry. We cover all products, parts, and labor with fewer exclusions than our competitors. Please see Attachment D for details. 43 Do your warranties impose usage restrictions or other We do not impose usage restrictions. We are pleased to limitations that adversely affect coverage? say that our warranties cover defects in material and t workmanship for the time specified in the policy when the equipment is used as per design intent. 44 Do your warranties cover the expense of technicians' travel The Caterpillar warranties cover the cost of replacement time and mileage to perform warranty repairs? parts and the labor to install them, they do not cover travel time and mileage. Dealer territories vary considerably from ' state to state as do their policies about travel time and mileage during the warranty period. 45 Are there any geographic regions of the United States (and Canada, if applicable) for which you cannot provide a certified technician to perform warranty repairs? How will Sourcewell participating entities in these regions be provided service for warranty repair? 46 Will you cover warranty service for items made by other manufacturers that are part of your proposal, or are these warranties issues typically passed on to the original equipment manufacturer? 47 What are your proposed exchange and return programs and policies? We have no restrictions on warranty repairs. One of our key differentiating strengths is our ability to service equipment regardless of where is it located. Warranty service for machines ordered from a Caterpillar facility are generally provided by Caterpillar and performed by Cat dealers. Some items, such as tires, are covered under their manufacturers' warranties. We warrant that upon delivery our products will be free from defects in material and workmanship and will operate as intended. If they are not, we will make any necessary corrections. 48 Describe any service contract options for the items included We have a large variety of service contract options which in your proposal. can all be customized according to customer needs. Below are just two examples. More solutions are available, and we encourage members and dealers to explore all options. 1) Equipment Protection Plans (Extended Service Coverage/Cat Insurance): After the initial warranty period ends, members may choose to purchase additional protection plans to reduce their exposure to unplanned costs. These policies are written based on months and hours of operation. There are four standard levels of coverage: a) Powertrain b) Powertrain + Hydraulics c) Powertrain + Hydraulics + Technology d) Premier A description of all these options is included in the attached ' Equipment Protection Plans document. Important note: The purchase price for these Extended Service Coverage plans is lower for governmental agencies than it is for private buyers. 2) Customer Value Agreements (CVAs): A member may choose to enter into an agreement with their Cat dealer to perform routine maintenance and/or repairs. These contracts are customizable based on member needs. The selling Cat dealer can take responsibility for some or all the required service and maintenance needs to allow the agency to gain efficiency by focusing on the performance demands more than maintenance. CVAs are a useful tool to manage expenses. Most CVAs are bundled at the time of purchase; however, they may be added at any time. Bid Number: RFP 062320 Vendor Name: Catsoftr7lnc DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 Table M Payment Terms and Financing Options Line Question Item 49 What are your payment terms (e.g., net 10, net 30)? 50 Do you provide leasing or financing options, especially those options that schools and governmental entities may need to use in order to make certain acquisitions? 51 Briefly describe your proposed order process. Include enough detail to support your ability to report quarterly sales to Sourcewell as described in the Contract template. For example, indicate whether your dealer network is included in your response and whether each dealer (or some other entity) will process the Sourcewell participating entities' purchase orders. 52 Do you accept the P-card procurement and payment process? If so, is there any additional cost to Sourcewell participating entities for using this process? Table 11: Pricing and Delivery Response* CAT dealers are independently owned businesses. As such, their payment terms vary, but all will be stated on individual rental agreements and invoices. Yes. Participating CAT dealers offer both leasing and financing options to govemmental members of Sourcewell, at rates lower than available to the general public. Our simple order process has been and will continue to be well appreciated by Sourcewell and Sourcewell members: 1) When a Sourcewell participating entity decides to rent from a participating Cat dealer, they simply include their Sourcewell member number and Sourcewell contract number on the Rental Delivery Order they issue to the participating Cat dealer. 2) Upon acceptance of the rental order the participating CAT dealer issues the rental agreement to the Sourcewell participating entity, and at the entity's direction, either makes ready for pick-up or delivers the equipment. 3) Commensurate with the entity's credit standing, the participating CAT dealer will invoice the entity at the conclusion of the contracted rental term or upon return of the equipment; whichever occurs first. 4) If the rental is for an extended period of time, e.g. more than one month, the participating Cat dealer in consultation with the Sourcewell participating entity; may invoice the ' Sourcewell participating entity at a periodic interval, e.g. at the conclusion of each week or month. 5) Upon payment receipt from the Sourcewell participating entity, the participating CAT dealer will, on a monthly basis, submit a report to Caterpillar of equipment rental transactions to participating Sourcewell members renting equipment using the Sourcewell-CAT rental contract. Such reports will include the member number provided to the dealer by the participating Sourcewell entity. 6) On a monthly basis, Caterpillar will aggregate these reports . On a quarterly basis, Caterpillar will submit a consolidated report along with payment of the Sourcewell administration fee. Important Note: Should a member wish to include additional terms and conditions to this contract, or to otherwise request a Participating Addendum, that agreement/PA should be executed between the member and the Cat dealer directly. Because Cat dealers will be receiving payments directly from members, accepting P-card procurement will be at their discretion. Many dealers do accept this method without ' additional fees. Some have limitations on the amount that can be processed. Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as desribed in the RFP, the template Contract, and the Sourcewell Price and Product Change Request Form. (Lin (Question I Response * Bid Number: RFP 062320 Vendor Name: CgtjeWil�lg rj Inc DocuSign Envelope ID: 8787F7A84076-4730-9888-F99EBC914D09 53 Describe your pricing model (e.g., line -item discounts or product -category discounts). Provide detailed pricing data (including standard or list pricing and the Sourcewell discounted price) on all of the items that you want Sourcewell to consider as part of your RFP response. If applicable, provide a SKU for each item in your proposal. Upload your pricing materials (if applicable) in the document upload section of your response. 54 Quantify the pricing discount represented by the pricing proposal in this response. For example, if the pricing in your response represents a percentage discount from MSRP or list, state the percentage or percentage range. 55 56 57 58 59 Describe any quantity or volume discounts or rebate programs that you offer. Propose a method of facilitating "sourced" products or related services, which may be referred to as `open market" items or "nonstandard options". For example, you may supply such items "at cost" or "at cost plus a percentage," or you may supply a quote for each such request. Identify any element of the total cost of acquisition that is NOT included in the pricing submitted with your response. This includes all additional charges associated with a purchase that are not directly identified as freight or shipping charges. For example, list costs for items like pre - delivery inspection, installation, set up, mandatory training, or initial inspection. Identify any parties that impose such costs and their relationship to the Proposer. If freight, delivery, or shipping is an additional cost to the Sourcewell participating entity, describe in detail the complete freight, shipping, and delivery program. Specifically describe freight, shipping, and delivery terms or programs available for Alaska, Hawaii, Canada, or any offshore delivery. Our pricing model is simple. Participating CAT dealers will offer participating Sourcewell members, national not -to - exceed rental rates. Please refer to Attachment "2020 CAT RENTAL RATES- SOURCEWELL" which includes rates for the U.S. (pages 1- 4) and Canada (pages 5-7) for nationwide daily, weekly, and monthly rental rates for a wide variety of CAT branded equipment, as well as a selection of popular equipment from other OEMs represented by CAT dealers. These Sourcewell not -to -exceed nationwide rental rates represent the maximum rate that a Participating Dealer may charge Sourcewell participating entities. Local rental rate market conditions vary greatly. Consequently, dealers may be able to offer additional discounts in their local markets. Because rental rates vary considerably across the U.S> and Canada, the discounts applied in the attached "Cat 2020 Rental Rates-Sourcewell" rate schedule are net rates that include an average of 10% off already applied. Caterpillar strongly encourages Sourcewell members to ALWAYS contact their local participating CAT dealer and request rental rate quotes specific to the Sourcewell members equipment needs and the dealer's local market. Additionally, we are pleased to offer a discount of 15% off all products and consulting services under the Cat Safety Services Umbrella; and 5% off our Technology Enabled Safety Solutions. Please refer to the attached documents and visit www.safety.cat.com and www.safelyhome.cat.com for details on these services. Participating CAT dealers are empowered to consider rental order volume, repeat rentals, member responsiveness, etc. They may offer participating Sourcewell members additional discounts and/or services at their discretion. Sourced goods / Open Market Items are available to members from our Cat dealers. The prices for these goods or services will represent fair market value and will be determined between the member and the selling dealer. We encourage Cat dealers and members to use this option as it facilitates complimentary products and streamlines the procurement process. Participating Sourcewell members and participating CAT dealers are responsible for including the Sourcewell membership number on all documentation related to these purchases. Caterpillar Inc. is not a party to these sales or rentals and is exempted from including them in the quarterly reports. For audits, inclusion of a customer's Sourcewell member number on the PO and/or invoice shall be deemed sufficient. Machines are unique in their requirements for preparation prior to use. Some may require local final assembly due to their large size, others may have locally installed options (fire suppression, beacons, auto lube systems for example). When a dealer issues a quote for a machine, any additional costs will be itemized separately and are not subject to the Sourcewell discount. There is no delivery fee to Sourcewell members who choose to pick-up equipment from their local participating CAT dealer. If delivery is requested, participating dealers may charge for haulage and permits that may be required. Just as for members in the 48 contiguous states, there is no additional cost to members who choose to pick up their , machine from their local participating Cat dealer. Dealers may charge fees for delivery to the member's location. Bid Number: RFP 062320 Vendor Name: Catgr0ItW7Inc DocuSign Envelope ID: 8787F7A8-4D7B4730-9888-F99EBC914D09 60 Describe any unique distribution and/or delivery methods or options offered in your proposal. Table 12: Pricing Offered �mThe Pricing Offered In this Proposal Is: " 61 d. other than what the Proposer typically offers (please describe) Table 13: Audit and Administrative Fee Ism Question 62 63 Specifically describe any self -audit process or program that you plan to employ to verify compliance with your proposed Contract with Sourcewell. This process includes ensuring that Sourcewell participating entities obtain the proper pricing, that the Vendor reports all sales under the Contract each quarter, and that the Vendor remits the proper administrative fee to Sourcewell. Identify a proposed administrative fee that you will pay to Sourcewell for facilitating, managing, and promoting the Sourcewe[I Contract in the event that you are awarded a Contract. This fee is typically calculated as a percentage of Vendor's sales under the Contract or as a per -unit fee; it is not a line -item addition to the Members cost of goods. (See the RFP and template Contract for additional details.) Equipment offered for rent can vary considerably in size and weight. If there are unique member requirements participating CAT dealers will be happy to discuss these on a case by case basis. Comments This proposal offers participating Sourcewell members the ability to receive consistent and guaranteed "not -to -exceed" rental rates valid nationwide in the U.S. and Canada, for the term of this contact. Whereas previously, members would be subject to variable local dealer pricing based upon equipment availability and market conditions at the time of the rental transaction. Response' We plan to continue our very robust process to ensure reporting speed, accuracy, and contract compliance. Caterpillar and our Cat dealers have very close and trusting relationships. Our dealers are long-established, and the current process (under contract #032119-CAT) is working well. • After month end, we will gather rental transaction data attributed to participating Sourcewell members who rent equipment via the Sourcewell-CAT equipment rental contract number. (TBD) and aggregate it for our reporting. - After quarter end, Caterpillar Inc. will send the quarterly rental transaction report and administration fee payment to Sourcewell for all items that are subject to the administrative fee. Similar to Sourcewell contract #032119-CAT; Caterpillar would be pleased to offer an administration fee of 0.50% of rental revenue only earned by participating CAT dealers from the rental of equipment to participating Sourcewell members through the Sourcewell-CAT equipment rental contract number. (TBD). Other charges, including transportation, environmental fees, re -fueling, repairs and damages, cleaning charges and taxes will not be included in the administrative fee. Caterpillar will pay this fee and will not ask Sourcewell members to pay this fee. Participating CAT dealers will be required to provide Caterpillar a summary of transactions in order to provide Caterpillar and Sourcewell the necessary details to perform upon the administrative fee payment. Bid Number: RFP 062320 Vendor Name: C@004S Inc DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 Table 14A: Depth and Breadth of Offered Equipment Products and Services Line Question Item 64 Provide a detailed description of the equipment, products, and services that you are offering in your proposal. 65 Within this RFP category there may be subcategories of solutions. List subcategory titles that best describe your products and services. Response" Caterpillar is offering the rental equipment product lines as listed in the attached "CAT 2020 Rental Rates-Sourcewell" rate schedule. This includes over 130 items of Cat branded equipment as well as popular equipment from other OEM brands represented by participating CAT dealers. Participating CAT dealers also offer hundreds of work -tool attachments including augers, blades, brooms, buckets, forks, hydraulic hammers, and many more. In addition to rental machines and work tools, we are happy to offer members access to used machines, parts, service, extended service coverage plans, CVAs, products from Cat Safety Services, sourced goods, and open market items. The construction and related equipment offerings include, but are not limited to: compressors, articulated trucks, articulated booms, backhoe loaders, cranes, crawler & wheel loaders, track dozers & loaders, rollers, dump trucks, tracked & wheeled excavators, forklifts, generators, HVAC equipment, compaction equipment including rollers, light utility vehicles, lighting equipment, motor graders, scissor lifts, skid steer and track loaders, sweepers and brooms, telehandlers, telescopic booms, trenching equipment, water trucks, and welders. Table 14B: Depth and Breadth of Offered Equipment Products and Services Indicate below if the listed types of equipment, products, and services are offered within your proposal. Provide additional comments in the text box provided to further clarify your offering, as necessary. Line Item Category or Type Offered " 66 Construction Equipment (describe heavy, r. Yes medium or light in Comment field) r No 67 Construction Tools r. Yes r No 68 Electrical Tools r. Yes r No 69 Heating, Ventilation and Air r. Yes Conditioning (HVAC) Equipment r No 70 Material Handling Equipment r: Yes r No 71 Pumps r: Yes r No 72 Concrete and Masonry Equipment and G Yes Tools r No 73 Public Works and Utility Equipment r. Yes r No 74 Trucks and Trailers G Yes r No i Comments Visit local participating CAT rental dealer for selection and current availability. Visit local participating CAT rental dealer for selection and current availability. Visit local participating CAT rental dealer for selection and current availability. Visit local participating CAT rental dealer for selection and current availability. Visit local participating CAT rental dealer for selection and current availability. Visit local participating CAT rental dealer for selection and current availability. Visit local participating CAT rental dealer for selection and current availability. Visit local participating CAT rental dealer for selection and current availability. Visit local participating CAT rental dealer for selection and current availability. Bid Number: RFP 062320 Vendor Name: C;�tpoy@r7 Inc DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 75 Waste and Debris Handling Equipment r. Yes Visit local participating CAT rental r No dealer for selection and current ` availability. 76 Generators r: Yes Visit local participating CAT rental • No dealer for selection and current ' availability. 77 Tree, Lawn, and Landscape Equipment r: Yes Equipment in these categories include, r• No skid steer loaders, compact track loaders, compact articulated wheel loaders, mini -hydraulic excavators, etc. ` Visit local participating CAT rental dealer for selection and current availability. 78 Snow and Ice Removal Equipment r: Yes This includes work -tools such as snow r No plows and snowblowers. Visit local participating CAT rental dealer for selection and current availability. 79 Facility Maintenance and Cleaning r. Yes This includes work -tools including rotary Equipment r^ No brooms, utility brooms, pickup brooms. Visit local participating CAT rental ` dealer for selection and current availability. 80 Safety Equipment r. Yes Visit local participating CAT rental r No dealer for selection and current ' availability. 81 Temporary Shelters and Seating r Yes n/a r: No 82 Audio Visual Equipment and Public r Yes n/a Address Systems r: No 83 Portable Sign Boards, Portable Traffic r Yes n/a Signals, Road Barricades and Signs r. No 84 Environmental conditions or Emissions r Yes n/a Monitoring Equipment, Calibration and r: No Testing Equipment, and Imaging Equipment 85 Delivery, Installation or Setup, Removal, r: Yes Visit local participating CAT rental Repair, Maintenance, Equipment r No dealer for selection and current Training Programs, Safety Training availability. Programs 86 Used Rental Equipment Sales r: Yes Visit local participating CAT rental r- No dealer for selection and current ` availability. Table 15: Industry Specific Questions LemQuestion Response* 87 If you are awarded a contract, provide a few examples of Caterpillar, Inc. collects rental transaction data from CAT internal metrics that will be tracked to measure whether you dealers, industry trade associations, as well as 3rd party are having success with the contract. data analytics providers. We will closely monitor the total volume / value of rental business transacted with Sourcewell members under this contract within each participating CAT dealer's service territory. Bid Number: RFP 062320 Vendor Name: Catpogl Inc DocuSign Envelope ID: 8787F7A84D7B4730-9888-F99EBC914D09 88 Identify any additional costs not included in the rental equipment cost, such as delivery fees, loading and unloading fees, equipment fuel surcharges, environmental fees or permits. 89 Describe your rent -to -buy option program for new rental equipment, if applicable. 90 Describe your used rental equipment sales program, if applicable. 91 Describe any training programs related to this proposal, such as OSHA training, safety training, or other related certifications. 1. Freight / delivery fees- There is no delivery fee to Sourcewell members who choose to pick-up equipment from their local participating CAT dealer. If delivery is requested, participating CAT dealers may charge for haulage and permits that may be required. 2. Environmental fees: The local participating CAT dealer may charge an environmental fee not to exceed 1.5% of the rental rate. 3. Fuel Surcharges: As part of the pre -rental inspection process, equipment will generally be fully fueled unless prohibited by local ordinance. If equipment is returned with less fuel than when it was delivered, then the participating CAT dealer may charge the Sourcewell member for top -up fuel. Fuel charges are posted at the dealer shop and will be communicated when equipment is rented. 4. Cleaning and damages: The participating CAT dealer may charge for cleaning equipment that is not returned clean and for damages caused by the Sourcewell member. 5. Over hours or excess usage charges: If Participating Entity makes a greater use of the Rental Equipment, Participating Entity shall pay Participating Dealer additional rental charges for the excess use of the Rental Equipment as follows: for every hour of overtime the charge is equal to the applicable rate of the Rental Equipment Rental Price divided by the applicable maximum hours. Customer shall advise Participating Dealer when equipment is used more than a single shift. CAT dealers are independently owned and the rent -to -buy options each offers will vary due to a number of factors including local market conditions. Sourcewell members interested in rent -to -buy options are encouraged to contact their local participating CAT dealer for locally available solutions. CAT Certified Used equipment is selected, inspected and serviced to a higher standard while still providing an economical purchase alternative. CAT dealers and CAT Finance have a massive inventory of used equipment for sale, from construction equipment and power systems to work tool attachments and allied products and more. Whether a Sourcewell member is looking for good used equipment, work -tools or an upgrade for an existing piece of equipment in their fleet; chances are, their local participating CAT dealer will have the equipment they need. CAT dealers currently have over 28,000 pieces of used equipment, generators, engines, and parts available for sale. Sourcewell members may purchase used equipment from the inventory of any CAT dealer in the U.S. and Canada at locally competitive prices. Please visit the CAT used equipment website for further details: https://catused.cat.com Caterpillar and participating CAT dealers offer a comprehensive range of equipment operation and safety training. OPERATOR TRAINING: Caterpillar Equipment Training Solutions (ETS) provides customers with training and support needed to improve the skill of their operators. The success of your construction or maintenance projects depends on the ability of your operators. Good equipment operators move the maximum amount of material in the minimum amount of time. They operate machines safely, and they know how to cut down on Bid Number: RFP 062320 Vendor Name: Ca3terFiflpr Inc DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 unnecessary wear and tear. Learn how to elevate your operators to higher levels of proficiency and get the full potential out of your investment with Caterpillar's suite of operator training solutions. Please visit our operator training website for further details: https:/Iwww.cat.com/en—US/su pport/operationsloperator- trainingl.html SAFETY SERVICES CONSULTATION & TRAINING: Safety is a core Caterpillar value and integral to everything we do — from equipment design to operator training to service delivery. Work together with Caterpillar to improve safety and productivity using proven methodologies to drive sustainable safety culture excellence. Safety Technology: Reduce risk in, on and around heavy equipment in challenging site conditions. Caterpillar provides solutions to keep workers away from hazardous conditions while improving awareness and visibility, especially when equipment and people are working in close proximity. • The safety of equipment operators and site support staff begins with safe and well -maintained equipment. Caterpillar provides equipment walk -around tools, technology and processes to ensure that equipment is regularly serviced, inspected and repaired, reducing the risk of injuries, incidents and property or equipment damage. • Grade and compaction control systems reduce the need for surveyors in the path of heavy equipment while building haul roads. These features also provide the ability to map equipment avoidance zones for unsafe slopes, high - walls, underground crushers and other hazards. • Object detection and visibility systems enhance operator awareness of the immediate environment around manned or remotely controlled equipment, whether it is a mobile machine or fixed equipment such as an underground longwall system. • Operator fatigue and distraction results from a combination of long working hours, repetitive duties, demanding production schedules, solitary work environments and challenging jobsite environments. It reduces worker productivity, but more importantly increases the risk of accidents, injuries and their associated financial fallout. Caterpillar provides in -cab technology to detect operator fatigue and distraction and deliver real-time alerts to the driver and dispatcher. Our fatigue risk management services include shift -worker training to manage fatigue, supervisor training for fatigue identification and intervention, shift scheduling and roster analysis, and support for fatigue analytics/human error analysis. Behavioral Operator Education: Improve site productivity and operator safety. Safe operation of a mobile machine starts with understanding the capabilities and limitations of the machine and the skills and competencies of the operator, • Operator training delivered by Caterpillar Certified Operator Trainers is customized for the unique skills and competencies of your operators as well as the specific machines in your fleet. Building on the basics of walk around inspections and standard operations, our program targets specific improvements identified at your site through equipment data analysis and site observations, enabling operators to maximize the safe operation of the machine. • Accident and abuse analysis provides critical insight into how the machine is being operated. With an understanding of your site, the design and operating characteristics of the machine and data analysis we can identify operator techniques that adversely affect safe operation. Working together with the site management we Bid Number: RFP 062320 Vendor Name: C�tee?iyy� Inc DocuSign Envelope ID: 8787F7A8-4D764730-9888-F99EBC914D09 develop a monitoring, communication and training program that modifies operator behavior. Safety Culture Development: Build a sustainable culture of safety excellence. A culture of safety excellence is built by continuously improving processes, management systems and the underlying culture. • Whether you're at the beginning of your safety journey or preparing to move to the next level, a cultural assessment will help you determine where to focus your continuous improvement efforts. The Safety Perception Survey from Caterpillar Safety Services reveals employee attitudes and beliefs to help you make fact -based, data -driven decisions. • The successful development of a safety culture starts with the leadership of an organization and extends through all levels and functional areas to the front-line operators and site support staff. Caterpillar safety training programs and workshops, apply proven business principles to improve communication, elevate safety awareness, reduce complacency, and adopt action plans that eliminate risk. Our safety culture products help you elevate safety as a core business value. o S.T.A.R.T.T11 Safety performance is dependent upon leadership actions that demonstrate a relentless commitment to a culture of zero. Supervisor Training in Accountability and Recognition Techniques (S.T.A.R.T.TM) elevates safety performance by demystifying safety management, providing managers and supervisors with the skills to impact safety perceptions and behaviors throughout your organization. o Speak Up!/Listen Up! Effective communication is a cornerstone in building a strong, sustainable culture of safety excellence, but talking about safety doesn't always come naturally on the job site. Speak Up!/Listen Up! gives employees simple tools and a practical process for delivering and receiving safety -related feedback effectively. o Recognize It! Focus on the positive and eliminate blame to further a culture of safety excellence. Recognize Itl training provides the tools to help supervisors more effectively acknowledge what workers do right. The key take- away? As soon as a supervisor observes someone working safely, he or she needs to call it out in a timely, sincere and specific way. • Our rapid improvement workshops engage front-line employees in developing systems that integrate safety activities into everyday processes. Use data from equipment, site conditions and operators to identify and mitigate risks. Establish the baseline, use root -cause analysis and leverage accountability and recognition to develop a sustainable solution. PUT OUR CAPABILITIES TO WORK IN YOUR BUSINESS Caterpillar Safety capabilities can be provided as individual services, but are most valuable when delivered as part of a comprehensive plan to optimize site performance. For more information about optimizing your financial resources, contact an expert at info@collaboratewithcat.com or visit CollaborateW ithCat.com. Please refer to attached "CAT Safety Services Agreement National Accounts template.pdf' for description of services offering and applicable discounts that will be extended to Sourcewell participating entities. Bid Number: RFP 062320 Vendor Name: Ca*rOUa7Inc DocuSign Envelope ID: 8787F7A8-407BA730-9888-F99EBC914D09 92 Describe maintenance responsibility (e.g., vendor or end user) related to long-term rentals. 93 Describe procedures for repair or replacement of rental equipment that becomes inoperable during the rental period. 94 Explain the procedures and timelines for providing equipment to a vendor or dealer location that does not have a piece of equipment in inventory. Participating Dealer must, at its expense, perform all normal periodic maintenance on the Rental Equipment. Normal periodic maintenance is included in the Rental Price, when Rental Equipment is operated by Customer within fifty miles of Participating Dealer's service facility. Participating Dealer will determine the periodic maintenance charges for Rental Equipment operated in excess of fifty miles from a Participating Dealer service facility. Customer must, at its expense, maintain the Rental Equipment in proper condition by performing adjustments and lubrication, set forth in the Operation and Maintenance Manual ("OMM"), including, without limitation: (a) on a daily basis checking and maintaining all hydraulic, transmission, cooling and fluid systems, tire pressure, and all battery fluid and charge levels; (b) on a daily basis checking teeth, cutting edges and tire conditions; (c) repairing and replacing damaged tires as needed; and (d) using the Rental Equipment in the manner prescribed by the applicable manufacturer. Except for the adjustments, lubrication, inspections and repairs described above, Customer shall not permit anyone to service, repair or alter the Rental Equipment without Participating Dealer's prior approval. If the Rental Equipment fails to operate properly or requires repair, Customer must immediately stop using the Rental Equipment and notify Participating Dealer of the mechanical condition or damage. As it pertains to any equipment on the attached "CAT 2020 RENTAL RATES-SOURCEWELL" rate schedule, where the rental rates are designated as "CALL'; scheduled maintenance charges are not included. In such case, the Customer and the dealer will price those separately. Once the Sourcewell member takes delivery of the rental equipment, the local participating CAT dealer will be there to provide ongoing support. Members can reach their local participating CAT dealer by phone whenever they have questions or need technical support. Around -the -clock repair service is available to handle unexpected mechanical issues quickly and reduce unproductive downtime. Upon notification of equipment malfunction, local participating CAT dealer service personnel will attempt to initiate remote diagnostic troubleshooting procedures via CAT Product Link telematics technology (applicable to CAT brand equipment only) to determine the nature of the failure and if it can be resolved via a remote over -the -air software update to the equipment's onboard electronic control modules. If the problem cannot be resolved via remote diagnostics, then the local participating CAT dealer will promptly dispatch a field service technician to the customer's jobsite to attempt repair, typically within 2-4 hours. If the equipment cannot be repaired on site, the participating CAT dealer will promptly deliver a replacement unit typically, same day or next day dependent upon when the determination is made that the rented equipment cannot be repaired on site. CAT dealers have over $13 billion in rental fleet assets in the U.S. and Canada. Furthermore, CAT dealers maintain strong cooperative working relations with their neighboring CAT dealers. In the unlikely event that the member's local participating CAT dealer does not have the requested equipment type / size currently available in their yard; the dealer has the capability to leverage their neighboring dealers' fleet. However, due to variability in availability and market conditions, this may result in a locally negotiated rental rate that may be different than the Sourcewell rental rate. In such case, the rate would be negotiated between the member and the local participating CAT dealer before awarding a rental order. Bid Number: RFP 062320 Vendor Name: C�t�,Wyy r Inc DocuSign Envelope ID: 8787F7A8-4D7BA730-9888-F99EBC914D09 95 Describe the extent to which your proposal includes a customer owned equipment repair program. If applicable, describe the types of repair procedures, including transportation, on -site repair, labor and parts costs, or warranty offering. For Sourcewell members who would like assistance from their local participating CAT dealer with maintenance and repair of the members' owned equipment fleet, they can schedule the work themselves as needed, or the participating local CAT dealer have available, a variety of CVAs (Customer Value Agreements). These are completely customizable, but they offer starting points for several levels with corresponding price points which vary by product. Members should contact their local participating CAT dealer for alternative options such as: • Customer performed preventative maintenance - the local participating Cat dealer will provide the necessary parts per the maintenance schedule; the member will do the work. • The local participating Dealer performs preventative maintenance - the dealer will handle basic preventative maintenance for any machine or group of machines to help keep scheduled downtime to a minimum. • Component maintenance and repair agreement - the participating local CAT dealer will take care of maintaining and servicing systems such as engines, transmissions, etc. to extend service resources and equipmentlife. • Total maintenance and repair agreement - the participating local Cat dealer covers service and maintenance for any one piece of equipment or the entire fleet. This agreement can include guaranteed availability and uptime. Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text. Documents Ensure your submission document(s) conforms to the following: 1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided. 2. Documents should OT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell. 3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell. 4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." • Financial Strength and Stabilitv - Financial Strength and Stability.zip - Tuesday June 23, 2020 14:38:10 • Marketing Plan/Samples - Marketing Plan- Samples.zip - Tuesday June 23, 2020 14:40:13 • WMBE/MBE/SBE or Related Certificates (optional) • WarrantvInformation -Attachment D- Warranty Statements.pdf-TuesdayJune09,202009:46:05 • Pricing - CAT 2020 RE TAL RATES-SOURCEWELL.pdf - Tuesday June 23, 2020 12:47:26 • Additional Document - Additional Documents.zip - Tuesday June 23, 2020 15:34:38 Bid Number: RFP 062320 Vendor Name: CagGr4ffihV7lnc DocuSign Envelope ID: 8787F7A8-4D78-4730-9888-F99ESC914D09 Proposer's Affidavit PROPOSER AFFIDAVIT AND ASSURANCE OF COMPLIANCE I certify that I am the authorized representative of the Proposer submitting the foregoing Proposal with the legal authority to bind the Proposer to this Affidavit and Assurance of Compliance: 1. The Proposer is submitting this Proposal under its full and complete legal name, and the Proposer legally exists in good standing in the jurisdiction of its residence. 2. The Proposer warrants that the information provided in this Proposal is true, correct, and reliable for purposes of evaluation for contract award. 3. The Proposer, including any person assisting with the creation of this Proposal, has arrived at this Proposal independently and the Proposal has been created without colluding with any other person, company, or parties that have or will submit a proposal under this solicitation; and the Proposal has in all respects been created fairly without any fraud or dishonesty. The Proposer has not directly or indirectly entered into any agreement or arrangement with any person or business in an effort to influence any part of this solicitation or operations of a resulting contract; and the Proposer has not taken any action in restraint of free trade or competitiveness in connection with this solicitation. Additionally, if Proposer has worked with a consultant on the Proposal, the consultant (an individual or a company) has not assisted any other entity that has submitted or will submit a proposal for this solicitation. 4. To the best of its knowledge and belief, and except as otherwise disclosed in the Proposal, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest. An organizational conflict of interest exists when a vendor has an unfair competitive advantage or the vendor's objectivity in performing the contract is, or might be, impaired. 5. The contents of the Proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or legally authorized agent of the Proposer and will not be communicated to any such persons prior to Due Date of this solicitation. 6. If awarded a contract, the Proposer will provide to Sourcewell Participating Entities the equipment, products, and services in accordance with the terms, conditions, and scope of a resulting contract. 7. The Proposer possesses, or will possess before delivering any equipment, products, or services, all applicable licenses or certifications necessary to deliver such equipment, products, or services under any resulting contract. 8. The Proposer agrees to deliver equipment, products, and services through valid contracts, purchase orders, or means that are acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first - quality products and related services to Sourcewell Members under an awarded Contract. 9. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders. 10. The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential" (or "nonpublic," etc.), either substantially or in their entirety. Under Minnesota Statutes Section 13.591, subdivision 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals become public data. Minnesota Statutes Section 13.37 permits only certain narrowly defined data to be considered a "trade secret," and thus nonpublic data under Minnesota's Data Practices Act. 11. Proposer its employees, agents, and subcontractors are not: a. Included on the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Bid Number: RFP 062320 Vendor Name: C�tpTiggq Inc DocuSign Envelope ID: 8787F7A8-4D7B-4730-9888-F99EBC914D09 Assets Control of the United States Department of the Treasury found at: httos://www.treasury.gov/ofac/downloads/sdnlist.odf; b. Included on the government -wide exclusions lists in the United States System for Award Management found at: httos://www.sam_aov/oortal/3; or c. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this solicitation. P- By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Christopher Gustafson, Global Accounts & Allied Product Manager, Caterpillar Inc. The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid. r Yes r. No The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document. Check the box in the column 1 have reviewed this addendum" below to acknowledge each of the addenda. I have reviewed the File Name below addendum and Pages attachments (if applicable) Addendum_8_Equipment_Rental_RFP_062320 1 Mon June 15 2020 09:00 AM Addend um_7_Equipment_Rental _RFP_062320 ry 1 Tue June 9 2020 03:02 PM Addendum_6_Equipment_Rental_RFP_062320 r Mon June 8 2020 03:27 PM 1 Addendum_5_Equipment_Rental_RFP_062320 ry Wed June 3 2020 04:28 PM 1 Addendum _4_Equipment_Rental_RFP_062320 Wed June 3 2020 07:49 AM 1 Addendum_3_Equipment_Rental _RFP_062320 r Mon June 12020 09:20 AM 1 Addend um_2_Equipment_Rental_RFP_062320 1 Tue May 12 2020 04:30 PM Addendum_1_Equipment _Rental_RFP_062320 r Tue May 5 2020 02:24 PM 1 Bid Number: RFP 062320 Vendor Name: Ca*kolftpinc DocuSign Envelope ID: 0535E114-D8AB-468D-AA36-0BB43F3CD2D4 AMENDMENT #1 TO CONTRACT #062320-CAT THIS AMENDMENT is effective upon the date of the last signature below and is by and between SOURCEWELL and CATERPILLAR INC. (Vendor). WHEREAS, Sourcewell and Caterpillar entered into a Contract (#062329-CAT) having an effective date of September 17, 2020, ("Contract"); WHEREAS, pursuant to Section 10. A. Assignment therein, Caterpillar may subcontract certain obligations to its dealers, including in some cases dealers in Canada; WHEREAS, the parties desire to amend Section 20. Insurance of the Contract to account for the different insurance products available in Canada when a subcontract is issued to a dealer located in that country; and NOW THEREFORE, in consideration of the mutual promises made herein and intending to be legally bound hereby, Sourcewell and Caterpillar agree as follows: Section 20. Insurance A. Requirements of the Contract is amended to add the following after the last paragraph of subsection A: Canadian Dealers: In the event Vendor subcontracts its obligations hereunder to a Dealer in Canada pursuant to Section 10. A. ("Canadian Dealer"), at its own expense the Canadian Dealer must maintain insurance policy(ies) in effect at all times during the performance of this Contract with coverage and limits of insurance not less than the following: 1. Workers' Compensation. Canadian Dealer shall at all times comply with the applicable requirements of the Workers' Compensation Act of Alberta as amended or substituted from time to time (or equivalent statutory requirement within the jurisdiction where the Services shall be performed) and shall, upon demand by Sourcewell, deliver to Sourcewell a certificate from the Workers' Compensation Board (or other equivalent entity) showing that the Canadian Dealer is registered and in good standing with the Workers' Compensation Board (or other equivalent entity). 2. Commercial General Liability Insurance. Canadian Dealer will maintain insurance covering its operations, with coverage on an occurrence basis. At a minimum, coverage must include liability arising from third party bodily injury, property damage, contractual liability and non -owned automobile liability. All required limits, terms and conditions of coverage must be maintained during the performance of this Contract. Sourcewell Contract #062320-CAT I Amendment 1 Page 1 of 2 Caterpillar: Confidential Green 59 of 287 DocuSign Envelope ID: 0535E114-D8AB-468D-AA36-0BB43F3CD2D4 Minimum Limits: CDN 3,000,000 Each Occurrence (inclusive of bodily injury and/or property damage) CDN 5,000,000 Aggregate for Products & Completed Operations CDN 5,000,000 General Aggregate 3. Automobile Liability Insurance. During the performance of this Contract, Canadian Dealer will maintain insurance covering any and all motor vehicles owned, operated or licensed by Canadian Dealer and used in the performance of this Contract. Minimum Limits: CDN 3,000,000 per occurrence Failure of Canadian Dealer to maintain the required insurance during its performance under the Contract bar the Canadian Dealer from performance under this Contract. Except as amended by this Amendment, the Contract remains in full force and effect. Sourcewell DocuSigned by: I `COFD2A139006489 .. Jeremy Schwartz, Director of Operations/CPO Date: 7/13/2022 1 12:31 PM CDT Approved: Bv: �DocuSigned by: (W (A"J,{fU 7E42B8F817A64CC Chad Coauette, Executive Director/CEO Date: 7/13/2022 1 12:58 PM CDT Caterpillar Inc. Bv: FDocuSigned by: tn-�- Scl�. I'u i1D2659E7DFB4C6 Brenda Schmidt National Accounts Manager, N.A. Date: 5/26/2022 Sourcewell Contract 4062320-CAT I Amendment 1 Page 2 of 2 Caterpillar: Confidential Green 60 of287 KE11Y TRACTOR Kelly Tractur Co WACKER NEUSON l l a v 2, 2024 City of Sebastian ID# 21209 REF: Quote per Wacker Neuson PT6Y 6" Trailer Mounted Centrifugal Trash Pump per Sourcewell contract #062320-CAT Rental machines, tools, and equipment from Cat and 70+ brands Part No Description 5100069617 PT6Y -EPA T4 Pump. Ymmar. liquid -cooled 3-cylinder diesel engine. 5100069617 PT6Y List Price $ 24,995 Less 100% Contract Discount $ -2.500 Less Dealer Discount $ -5.020 QUOTE GRAND TOTAL $17,475 Estimated lead time: 2 weeks FOB: City of Sebastian Standard Warranty: 2 years/2000 hours Parts and Labor Thank you for consideration of our product. Quote is valid for thirty days. Greg Bennett Governmental Sales Office 305-592-5360 Direct 786-579-2651 Cell 786-229-7037 eree bennettL kellvtractor.com www.keliviractor.com/Govcrnniental Miami Dane WON Palm Beach Clewiston Naples fiMyers Orlando (Cram Only] iu:tr NPt 5851 ?fill Fa Mu II.I !AE-Q Olarclvdsm HIM l nl I StipLlntl livy 3636 Noslaat Ati 91561 KdlI kkdu th 113M 1 Uktrital Or Ihanu.11 33166 Ilmir' 1133314 West Paint Beach 1131411 Gmxstm 1133441 ?&*P.% F1 3416! Ft 6!yr15. 11 339(l5 OWA) I1 31B?(1 . n5159?•53f0 19!A1591 B1N1 (56116831711 01f�196:3SITI 1739 4; :u.e Q3916939)13 14011!+�M FAX ah,47/-?W4 fA)((TAI SRI &U-1 IA?.IVA)U.1W.1 FAk(8ji 902nw FAVIi-.l,dT.POt INti.331671Fgif, FAX 14011 LM 1/01 61 of 287 SEBASTIAN (INi1NN111 (IIIRR4110N fll(.IIH CITY COUNCIL AGENDA TRANSMITTAL Council Meeting-, Date: June 12, 2024 A(-,enda Item Title: Police Pension Board of Trustees Appointment Recommendation: City Council appointment of one expired, civilian member position. The new term will expire 6/12/2028. Background: The City Clerk has been advised that Andrea Ring would not like to seek another term on the Police Pension Board of Trustees. In response to the City Clerk's advertisement, current Parks and Recreation Advisory Board Member Robert Allen has indicated that he is interested in serving. He understands that if he is appointed, he will need to resign from the Parks and Recreation Advisory Board. No other applications have been received. If Agenda Item Requires Exi)enditure of Funds: Budgeted Amount: N/A Total Cost: N/A Funds to Be N/A Attachments: Application, member list, advertisement Administrative Services Department Review: City Attorney Revie - City Manager Authorization: Date: Z/s oZ D 1 y - - — - -- 62 of 287 K /` Crry of SEBASTLAN WPM - HOME OF PELICAN ISLAND VOLUNTEER BOARD AND COMMITTEE APPLICATION This application form is a public record under Chapter 119, Florida Statutes, and is open to public inspection. In accordance with FS 119.07 Exemptions, individuals employed or retired from certain professions relating to law enforcement may request that their physical address and phone number remain confidential. Unless requested, that information will be available and not redacted. Per Section 2-166, all Board and Committee members must be City residents for one year prior to application unless otherwise specified in the enacting ordinance or resolution. Board and Committee terms are three years unless otherwise specified in the enacting ordinance or resolution. You may reapply for succeeding terms upon term expiration. Name: l oO -,2,-f— A I i e vt Address: 101 J5k" pi 1-e Terrd.c-e City: 5 e�1�11-5 f r &4 State: FL Zip: Z ' S Telephone: E-Mail Address: 90bert P A lj eH Aph d-O,CO1t J Employer: K e f l-rd City: State: Zip: Business Telephone: ( ) - I am interested in serving on the following board(s)/committee(s): 1't Choice: Poll'( e Rp�( r-etfteo(3oT 2n' Choice: PO,.A5 ��L �/ CHARTER REVIEW COMMITTEE (serves only six months, every five years - next formation in 2025) CITIZENS BUDGET REVIEW ADVISORY BOARD CONSTRUCTION BOARD* Il; �.�iDIZy .� i _ 1 0 PLANNING AND ZONING COMMISSION* POLICE RETIREMENT BOARD OF TRUSTEES* PARKS AND RECREATION ADVISORY COMMITTEE VETERANS' ADVISORY BOARD *Filing of financial disclosure is required following appointment 63 of 287 Please summarize special skills, qualifications, or education you have acquired for this appointment: (Your resume, professional certifications or designations may be attached.) Ed 131'T From R oc+1ef�2r 143liLrf e V f Tedtkcl ooy, fop 100 Rkii ✓er"fi�1 (�5 �us�►�ess Jer1-0Iq r�or; �� "%cat ru /Kel�ourKe Pro: Prevrou5 role I./a5 Prr'eAOf - c�t PtS(OVev-�ei-✓cces p sr 4-o +�a+ w,e5 Ao,4azoK Pali- aact- sery es. FxP: Tkettk?k care;ul tvc✓eStAiekrt, Z rwai ct_61e -fo reli►-e a-t 36. Why do you want) to serve on this board? 1 Ve (K f P 1 i CJ �or P ro Vc4 ccµ Obtisize� (omo -ferw iipa& �o tke- c 6kgm nl ! I. Do you presently serve on'lanother City Board or Committee? u��l If yes, please list: PJ_v-Cs a R e ( Have you previously served on any other City Board or Committee? If yes, please list: I will represent the best interests of the entire City while serving as a board member. I hereby waive and release any and all rights for claims for damages and injuries I may suffer while performing or after performing volunteer services for the City of Sebastian. I give permission for the City of Sebastian to use my photograph for publicity purposes (unless requesting exemption). If required for this board, I consent to the annual filing of the Statement of Financial Interests. htti)://www.ethics.state.fl.us/ethics/forms.htmi If appointed, I acknowledge that it is my obligation and duty to comply with the following: Code of Ethics for Public Officials (Florida Statutes, Chapter 112, Part 111) and Florida Sunshine Law (Florida Statutes, Chapter 286) Statutes may be reviewed at htti)://www.fIsenate.eov/statutes I understand I must contact the City Clerk's office to request reappointment prior to expiration or to be considered for another board. I hereby certify that all the statements made on this application are true and correct. I understand that any false statements or omissions from this application may be cause for my application not to be considered. Signature of Applicant: / Date Received by City Clerk's Office -5/c% 12-OL4 uate: M(k v by: U 64 of 287 Robert D Allen, MBA SAMBA.co-75 Contact(�39 RDAMBm m Director of Product, Marketing Technology Iinkedin.com/in/RobertDAllenMBA Highly technical marketing leader and incorrigible optimist. Profile Continuous improvement can only be driven with a culture of humility and good humor. Fifteen years of people management across teams up to 45, 12 years in marketing, 4 years in product management, billions in strategic value and tens of millions in actual PBT—the first step toward success is always to create a culture of open collaboration. Nothing is impossible with enough caffeine, creativity, and humility. Skills + Data Analytics & Insights + Market Research + Integrated Campaign Management + Marketing Automation & CRM Work Experience Discover Financial Services + Digital Marketing & Advertising + Customer Acquisition & Retention + Branding & Identity Development + Content Strategy & Development + Cross -functional Team Leadership + Budget & Resource Management + Strategic Marketing & Planning + Consumer Behavior Insights Director of Product, Marketing Technology Chicago, IL —Mar 2022 to &=-art l-C--i r C. CJ_ Backfilled VP Product, Head of MarTech; Delivered $11mm incremental PBT by relaunching a struggling organization, grew the team from 3 to 12, managed the budget, defined the roadmap, established partnerships across the company, and won buy -in from SVP and C-suite. + Supported growing the team from 3 to 12 Product Managers, hired 3 Directors of Product; Facilitated training for Product Managers; Established operating documentation and a culture of collaboration. + Defined OKRs for MarTech; Championed adoption at the C-suite level paving the way for centralized leadership goals which could be tied directly to business activities. + Worked closely with CMO and CDO to drive top level goals within MarTech and across marketing partners. + Developed the first MarTech strategic roadmap, presented quarterly to SVP and C-Suite stakeholders. + Oversaw the department budget and made strategic decisions to optimize resource use; Collaborated with Finance and engineering partners to align investments. + Bridged spiritually -aligned groups: MarTech, Marketing, Analytics, and Marketing Operations now have aligned roadmaps and engagement models. Amazon Senior Manager, Product Marketing Seattle, WA —Jun 2020 to Feb 2022 Owned our machine learning marketing platform; Coordinated a group of 45 focused on risk mitigation strategy worth billions of dollars, as part of the Consumer Payments marketing division. + Supported growing the team from 6 to 45 members and expanded reach from 1 to 13 countries. + Architected a marketing strategy for a multi -billion -dollar S-team goal spanning 13 countries. + Drove the annual review, reframed the team success metric / KPI to drive a stronger business impact. + Improved total conversions by 59.8%. Caught an attribution gap (+33%), optimized copy (+15%), tested new ad templates (+10%), and cut low performing ad slots to improve Conversion Rates (22.8%). + Achieved a 22.8% increase in zero -cost conversions and a 42.0% reduction in cost per acquisition through extensive marketing copy testing using the multivariate testing methodology. + Drove 78% of global conversions for the risk mitigation program. + Designed multivariate testing methodology, generating thousands of permutations from dozens of assets. + Supervised Technical Program Managers and Product Marketers overseeing initiatives in 13 countries. 65 of 287 Holland America Line Senior Email Developer Seattle, WA — Nov 2019 to May 2020 Led the email development team for Holland America and Seabourn Cruise Lines. + Spearheaded a small business process change which reduced email developer labor by 93.75%. + Saved $40k annually by developing interactive HTMLS email elements in-house. + Coordinated mothballing systems and processes for COVID layoffs. Amazon Product Marketing Manager Seattle, WA — Nov 2018 to Oct 2019 Developed national marketing campaigns for the Amazon Key team within Amazon Lab 126. + Owned onsite merchandising for a D-Team goal (senior leadership for Amazon Devices) and Flagship goal (Jeff Bezos level). Worked with marketing and channel owner teams to secure high value placements. Achieved 20% of the annual sales goal in 2 weeks. + Owned 626 Marketo email marketing campaigns; Achieved a 70.8% open rate and 44.0% click -to -open rate. Worked closely with leadership team on strategy, established an ad -hoc team for rapid deployment. Splash Mktg LLC Founder Austin, TX — Feb 2015 to Oct 2018 Served as head of marketing & technology for our clients. + Served as fractional CTO & CMO for various small businesses. + Grew the company to 30 clients. + Provided local and national marketing, and full stack technology services. Education Rochester Institute of Technology Master of Business Administration Rochester, NY + Concentrations in Product Commercialization, Management, Entrepreneurship Florida Institute of Technology Bachelor of Science in Economics Melbourne, FL + Concentration in International Communications Rochester Institute of Technology Lean Six Sigma Yellow Belt Rochester, NY 66 of 287 POLICE RETIREMENT BOARD OF TRUSTEES 4-YEAR TERMS Two Members Appointed by City Council David Puscher Exempt per F.S.119 Andrea Ring 407 Quarry Lane Sebastian, FL 32958 (276) 920-1715 AndrearinQna.att.net Two Members Elected bv Police Officers Capt. Tim Wood Det. Ken McDonough Term to expire 11/2025 Term to expire 5/2024 Term to Expire 10/2025 Term to Expire 6/2025 One Member Appointed by Board and Confirmed by City Council Paul Reeves Term Expires 4/2025 3901 May Lane Grant-Valkaria, FL 32950 (772) 584-6321 Dau1.reeves(a)edwardiones. corn 67 of 287 ~� f SEBASTIAN <INTINNIAI (MORATION 14I! 2024 April 11, 2024 Contact: Jeanette Williams 388-8215 PRESS RELEASE CIVILIAN POSITION ON THE CITY OF SEBASTIAN POLICE OFFICER PENSION BOARD OF TRUSTEES The City of Sebastian is seeking applicants to fill one civilian position on the Police Officer Pension Board to fill a four year term. This Board meets quarterly in the City Council Chambers, 1225 Main Street, Sebastian to administer the retirement system for Sebastian's police officers. Residency and the annual filing of financial disclosure are required for this volunteer position. Applications are available in the City Clerk's office between the hours of 8:00 am and 4:30 pm or may be downloaded from the City's website www.citvofsebastian.orq Applications will be accepted until May 12, 2024. 68 of 287 SEBASTIAN (ENTENNIAL CELEBRATION 1411.1021 CITY COUNCIL AGENDA TRANSMITTAL Council Meetinu Date: June 12, 2024 Agenda Item Title: Natural Resources Board Recommendation: Fill one unexpired, alternate member position. Background: Sarah Haggerty has resigned from her alternate member position on the Natural Resources Board. Her remaining term will expire July 1, 2025. In response to the City Clerk's advertisement, Paul Dovell has indicated that he is interested in serving on the board. No other applications have been received. If A<tenda Item Reuuires Expenditure of Funds: Budgeted Amount: N/A Total Cost: N/A Funds to Be Utilized for Appropriation: N/A Attachments: Application, member list, advertisement Administrative Services Department Review: City Attorney Review: aw+ City Manager Authorization: Date: 69 of 287 Q IY OF SEELAST!AN HOME OF PELICAN ISLAND VOLUNTEER BOARD AND COMMITTEE APPLICATION This application form is a public record under Chapter 119, Florida Statutes, and is open to public inspection. In accordance with FS 119.07 Exemptions, individuals employed or retired from certain professions relating to law enforcement may request that their physical address and phone number remain confidential. Unless requested, that information will be available and not redacted. Per Section 2-166, all Board and Committee members must be City residents for one year prior to application unless. otherwise specified in the enacting ordinance or resolution. Board and Committee terms are three years unless otherwise specified in the enacting ordinance or resolution. You may reapply for succeeding terms upon term expiration. Name: Paul Dovell Address: Zip: 32958 E-Mail Address: Employer: City: 730 Kroegel Avenue City: _Sebastian State: FL Telephone: (-443—) _244-- 7389 pauldovell@comcast.net .Florida Distributing Company Orlando State: FL Zip: 32808 Business Telephone: ( 352 ) _705= _6874 I am interestedin serving on the following boarrd(s)/committee(s): ( / 1,^ Choice: _P-lar+Ain- g{-emrwtssia,1 2- Choice: Parks and Recreation Advisory Committee_ CHARTER REVIEW COMMITTEE (serves only six months, every five years — next formotion in 2025) CITIZENS BUDGET REVIEW ADVISORY BOARD CONSTRUCTION BOARD^ NATURAL RESOURCES BOARD PLANNING AND ZONING COMMISSION' POLICE RETIREMENT BOARD OF TRUSTEES' PARKS AND RECREATION ADVISORY COMMITTEE VETERANS' ADVISORY BOARD 'Filing of financial disclosure is required following appointment 70 of 287 Please summarize special skills, qualifications, or education you have acquired for this appointment: (Your resume, professional certifications or designations may be attached.) Why do you want to serve on this board? f_MZ2111-111111 Do you presently serve on another City Board or Committee? -1�� If yes, please list: A114 Have you previously served on any other City Board or Committee? „ IA If yes, please list: 1111 I will represent the best interests of the entire City while serving as a board member. 1 hereby waive and release any and all rights for claims for damages and injuries I may suffer while performing or after performing volunteer services for the City of Sebastian. 1 give permission for the City of Sebastian to use my photograph for publicity purposes (unless requesting exemption). If required for this board, I consent to the annual filing of the Statement of Financial Interests. http://www.ethics.state.fl.us/ethics/forms.htmi If appointed, I acknowledge that it is my obligation and duty to comply with the following: Code of Ethics for Public Officials (Florida Statutes, Chapter 112, Port 111) and Florida Sunshine Law (Florida Statutes, Chapter 286) Statutes may be reviewed at http://www.flsenate.gov/statutes I understand I must contact the City Clerk's office to request reappointment prior to expiration or to be considered for another board. I he by certify that all the statements made on this application are true and correct. I understand that any fal tements or omissions from Ibis-apphotion may be cause for my application not to be considered. - - ---- Signature of Applicant: } - Date: Date Received by City Clerk's Office 5- Z Z - 26Z3 b Wjb- � 71 of 287 NATURAL RESOURCES BOARD Nicole Mosblech Reapptd 7/26/23 Term expires 873 Gilbert Street 7/1/2026 Sebastian, FL 32958 Reapptd 8/26/20 Nikki.mosblech(a-).gmail.com (484) 269-7017 Apptd reg member 5/24/17 Sherida Billman Apptd reg 7/27/2022 Term expires 781 Bayfront Terrace 7/1/2025 Sebastian, FL 32958 sheridabillmanavahoo.com (408) 370-3925 Michael Clifford Apptd reg 2/14/2024 Term expires 513 Jay Street 7/1/2027 Sebastian, FL 32958 Mike clifford(c)att.net (772) 589 9601 Matt Krauss Apptd reg member Term expires 115 Flint St. Apt B 2/14/2024 7/1/2025 Sebastian, FL 32958 mattkraussvt ..gmail.com (802) 585 5882 Donna Ware Reapptd 7/27/2022 Term expires 781 Tuxedo Terrace Apptd 4/10/19 7/1/2025 Sebastian, FL 32958 diwares .amail.com (757) 999-0331 Thomas Carrano Reapptd 7/26/23 Term expires 1558 Esterbrook Lane 7/1/2026 Sebastian, FL 32958 Apptd reg 8/26/20 Carrano.T1956 a gmail.com (631) 561-5891 Appt alt 11 /20/19 Charles Stadelman - Chair Reapptd 7/26/23 Term expires 146 Mabry Street 7/1/2026 Sebastian, FL 32958 Reapptd 8/26/20 stadelman Enbellsouth.net (772) 584-5522 Apptd 9/13/17 Daniel Bruggen - Alternate Appt 3/20/24 Term expires 158 Delmar Street 7/1/2026 Sebastian, FL 32958 dbruaaene.att.net (321 1 294-7879 Sarah Haggerty - Alternate Apptd V27/2022 Term expires 418 Peterson Street 7/1/2025 `,t Sebastian, FL 32958 sarahannrehm .gmail.com (772) 696-1520 Revised 2.15.2024 4 regular members are needed to make a quorum. In the event a regular member cannot make the meeting, an alternate steps in. 72 of 287 April 15, 2024 SEBASTIAN CENTENNIAL CELEBRATION 1914.1014 Contact: City Clerk's Office 388-8215 PRESS RELEASE NATURAL RESOURCES BOARD The City of Sebastian is seeking applicants to fill the following unexpired position on the Natural Resources Board: One Alternate Member Position — Term will Expire July 1, 2025 This board is currently working on the "Sustainable Sebastian" initiatives to reduce single -use plastics, encouraging native landscaping, promoting sustainable energy resources, protecting the water quality, and promoting natural connectivity through trails and bike paths. Applicants should be available to work on these initiatives outside of the board meetings. More information can be found at: httos://www.citvofsebastian.ora/DocumentCenterNiew/2062/Sustainable-Sebastian-ACTION- PLAN The board meets on the first Tuesday of each month at 6:00 p.m. in the Council Chambers, 1225 Main Street, Sebastian. This is a volunteer position and applicants must have been a City resident one year prior to application. Applications are available in the City Clerk's office, City Hall, 1225 Main Street, Sebastian, between the hours of 8:00 a.m. to 4:30 p.m. or at www.citvofsebastian.ora and will be accepted until May 13, 2024. 73 of 287 SEBASTIAN (ENTENNIAL (ELEBRATION 1914.1014 CITY COUNCIL AGENDA TRANSMITTAL Council MeetinL, Date: June 12, 2024 Agenda Item Title: Parks and Recreation Advisory Committee Recommendation: Fill Two Regular Member Positions and One Alternate Member Position. The new terms will expire 5/31/2027. Background: As a result of the City Clerk's advertisement, the City Clerk has been notified of the following applicants for the expired positions: Current Regular Member, JoAnne White would like to be appointed for another term. Current Alternate Member, Richard Mauro would, like to move up to a regular member position. New Applicants, Daniel Abrahao and Paul Halleran are interested in serving. Per Resolution No. R-12-38, if City Council fills a regular member position with an alternate applicant, City Council may fill the vacant alternate position with one of the remaining applicants. If Ap-enda Item Reouires Expenditure of Funds: Budgeted Amount: N/A Total Cost: N/A Funds to Be Utilized for Appropriation: N/A Attachments: Applications, member list, advertisement Administrative Services Department Review: City Attorney Reviej CW4 City Manager Authorization: Date: 05h nd y - 74 of 287 LTn of -#_-v _ e_v HOME OF PELICAN ISLAND VOLUNTEER BOARD AND COMMITTEE APPLICATION This application form is a public record under Chapter 119, Florida Statutes, and is open to public inspection. In accordance with FS 119.07 Exemptions, individuals employed or retired from certain professions relating to law enforcement may request that their physical address and phone number remain confidential. Unless requested, that information will be available and not redacted. Per Section 2-170, all Board and Committee members must be City residents unless otherwise specified in the enacting ordinance or resolution. Board and Committee terms are three years unless otherwise specified in the enacting ordinance or resolution. You may reapply for succeeding terms upon term expiration. Name: Address: 7 7 City: bdO`n State:�-- Zip: c�cJ- Telephone: (7 7�- ) 21 —c?-S / E-Mail Address: 1(Y\ Or ,I c a +qGIYYt 0 a� Employer: � y`C cX `fit del �cS Fd�V�Q 1 OYY�1.N��lr� Y ��[C� Lt� City: State: Zip: Business Telephone: ( ) - I am interested in serving on the following boa rds)/committee(s): 1" Choice: �aLr 63 y- V-4 c�dd\ c \, 2"d Choice: CHARTER REVIEW COMMITTEE (serves only six months, everyfive years — next meeting in 2016) CITIZENS BUDGET REVIEW ADVISORY BOARD CONSTRUCTION BOARD* (permanent) DISABILITIES ADVISORY COMMITTEE (temporary) NATURAL RESOURCES BOARD (permanent) PLANNING AND ZONING COMMISSION* ** (permanent) POLICE RETIREMENT BOARD OF TRUSTEES* V-15A_RKS AND RECREATION ADVISORY COMMITTEE (permanent) SEBASTIAN YOUTH ADVISORY COUNCIL (temporary) VETERANS' ADVISORY BOARD (temporary) *Filing of financial disclosure is required following appointment "Must be resident one year prior to application. 75 of 287 Please summarize special skills, qualifications, or education you have acquired for this appointment: (Your resume, professional certifications or designations may be attached.) Q l l C3 Al \ i` F'`r� 'K 6i G 1` (J- (cJ �'j.S W Ci r k 1 A v �� and II (C r9 Ly\, I � &6 r C0VY\m'% �-AZL_'s ( 7�t) k�!>% cw,-) U_crtnnV V\i��SS AS-A_�v F c: - C \,\,o. I r yy\ co, r\ ov-, �P-,6s -Q0 IA (I I Y V �S C or� Yam' Why do you want to dery on this board? J do c A 14 erll� v� � l Y-T\ _ c9 cAJ\, c C�, ,l L2C a I,..5-D 4P l) SU<6tee? d�Q c lr� c \� C. i U ' 1�S � 'Q— Do you presently serve on another City Board or Corn l� l _ ry\- i r\ a If yes, please list: Have you previously served on any other City Board or Committee? Y\� If yes, please list: I will represent the best interests of the entire City while serving as a board member. I hereby waive and release any and all rights for claims for damages and injuries I may suffer while performing or after performing volunteer services for the City of Sebastian. I give permission for the City of Sebastian to use my photograph for publicity purposes (unless requesting exemption). If required for this board, I consent to the annual filing of the Statement of Financial Interests. http://www.ethics.state.fl.us/ethics/forms.html If appointed, I acknowledge that it is my obligation and duty to comply with the following: Code of Ethics for Public Officials (Florida Statutes, Chapter 112, Partlll) and Florida Sunshine Law (Florida Statutes, Chapter 286) Statutes may be reviewed at http://www.flsenate.Rov/statutes I understand I must contact the City Clerk's office to request reappointment prior to expiration or to be considered for another board. I hereby certify that all the statements made on this application are true and correct. I understand that any false statements or omissions from this application may be cause for my application not to be considered. Si nature of A .1/V`Q Date: g pplican Date Received by City rk's Office �� U by. i ® /1 76 of 287 My OF SEBAS-TL1 HOME OF PELICAN ISLAND VOLUNTEER BOARD AND COMMITTEE APPLICATION This application form is a public record under Chapter 119, Florida Statutes, and is open to public inspection. In accordance with FS 119.07 Exemptions, individuals employed or retired from certain professions relating to law enforcement may request that their physical address and phone number remain confidential. Unless requested, that information will be available and not redacted. Per Section 2-170, all Board and Committee members must be City residents unless otherwise specified in the enacting ordinance or resolution. Board and Committee terms are three years unless otherwise specified in the enacting ordinance or resolution. You may reapply for succeeding terms upon term expiration. Name: , c> /`%A W R 0 Address: �3 SS ..._., iiVE= s-T City: S i,4rvState: �—L— Zip: z �1 S� Telephone: E-Mail Address. Employer: 7Cf 'Ti�e� City: State: Zip: Business Telephone: ( ) - I am interested in serving on the following boardd(s)/committee(s): is` Choice: �a�� t XF� 17-U 2"d Choice: CHARTER REVIEW COMMITTEE (serves only six months, every five years —next meeting in 2021) CITIZENS BUDGET REVIEW ADVISORY BOARD CONSTRUCTION BOARD* NATURAL RESOURCES BOARD PLANNING AND ZONING COMMISSION* ** POLICE RETIREMENT BOARD OF TRUSTEES* PARKS AND RECREATION ADVISORY COMMITTEE VETERANS' ADVISORY BOARD *Filing of financial disclosure is required following appointment "*Must be resident one year prior to application. 77 of 287 Please summarize special skills, qualifications, or education you have acquired for this appointment: (Your resume, professional certifications or designations may be attached.) Co /kz-�cr 6;4,4,�cu*rv— / 5 75� / •✓ C--Ullcrt 117— J&.S -1 vcC-S S . /L(-T/A 11/1C/1 G(s 9y?i�1�/ /9 70 iv ,,r/v "Annle-vce— IAI 042-1Z Af &k rl - ®/2W Sc'C73 /9S fC a--V i, i o0c,0 B y .1—t"q Fr1S kp-� -b zxtzro2 S , Why do you want to serve on this board? �-►1/ 7V 4oE%/ )1::;,n.2G'' ALS O� 7ffk' .a cr�iLJ /N SC�tvl�vl � � ,t'a411C Do you presently serve on another City Board or Committee? a%U If yes, please list: Have you previously served on any other City Board or Committee? IV& If yes, please list: I will represent the best interests of the entire City while serving as a board member. I hereby waive and release any and all rights for claims for damages and injuries I may suffer while performing or after performing volunteer services for the City of Sebastian. I give permission for the City of Sebastian to use my photograph for publicity purposes (unless requesting exemption). If required for this board, I consent to the annual filing of the Statement of Financial Interests. http://www.ethics.state.fl.us/ethics/forms.html If appointed, I acknowledge that it is my obligation and duty to comply with the following: Code of Ethics for Public Officials (Florida Statutes, Chapter 112, Part lll) and Florida Sunshine Law (Florida Statutes, Chapter 286) Statutes may be reviewed at httr)://www.fIsenate.eov/statutes I understand I must contact the City Clerk's office to request reappointment prior to expiration or to be considered for another board. I hereby certify that all the statements made on this application are true and correct. I understand that any false statements or omissions from this application may be cause for my application not to be considered. Signature of Applicant: � Date: �2 `� i Za z� g pp Date Received by City Clerk's Office 3-'2- -ZoZO by /,(J,// �� A Md 78 of 287 aiYOF HOME OF PELICAN ISLAND VOLUNTEER BOARD AND COMMITTEE APPLICATION This application form is a public record under Chapter 119, Florida Statutes, and is open to public inspection. In accordance with FS 119.07 Exemptions, individuals employed or retired from certain professions relating to law enforcement may request that their physical address and phone number remain confidential. Unless requested, that information will be available and not redacted. Per Section 2-166, all Board and Committee members must be City residents for one year prior to application unless otherwise specified in the enacting ordinance or resolution. Board and Committee terms are three years unless otherwise specified in the enacting ordinance or resolution. You may reapply for succeeding terms upon term expiration. Name: T)L} iJ'1 t5 L. 4)6kr4HA0 Address: 3 (u D/�MA ; tC L,q &Le City: State: FL Zip: 3- S �6 Telephone: ( 8 6.� ) L15� - 4 6 4 O E-Mail Address: DL. H q 0 n1 Employer: -raF-- : P—E GO"- T Gk055FIT' City: lq-S7' State: FL. Zip: .3.2450 Business Telephone: ( ) S 8 4 - __q3 f O I am interested in serving on the following board(s)/committee(s): 1"Choice: PAa,&OS aNf QEC. ADv1S0#—y 2"dChoice: nl 1 ►1 CHARTER REVIEW COMMITTEE (serves only six months, every five years — next formation in 2025) CITIZENS BUDGET REVIEW ADVISORY BOARD CONSTRUCTION BOARD* NATURAL RESOURCES BOARD PLANNING AND ZONING COMMISSION* POLICE RETIREMENT BOARD OF TRUSTEES* PARKS AND RECREATION ADVISORY COMMITTEE VETERANS' ADVISORY BOARD *Filing of financial disclosure is required following appointment 79 of 287 Please summarize special skills, qualifications, or education you have acquired for this appointment: (Your resume, professional certifications or designations may be attached.) RACKr.LD9-1S b6&*-V._E Itv Sean.-r$ MgNR(rQrt�P►ut' Ho fyiaA&s or: rc kipr- r-- Aj ttj .f f04rS F IT AtPA4 R-vn rrNTER.iAfi/ME[T- F04 AtFR Tr�yanc T��4GN Ih/b PPe FQ�sr ou4L A►v LoM PB..T1tl VE Tk A,wii 4'I w"r A,. WniLtca-D r-612_ lJA/'1TMn STA1�-T AfAAA 4,55o&tAT/dnl Why do you want to serve on this board? �F•A,atirl�ar� 'IS WHitts 4L%V Fgmtty AWb 1 b6UaRD -r VAr-m CAL H a PA, F T li E, n,r- F-n a-r I U J O u L n LJ K F r- n t= Q 19 A-2.T 0 c r H E C. o MM V &rttr-/ anti) AGTIv&y /A1OAGT T HE C.CVdci OF -PF o,0LE T&LOUG;7 x.g LR.LATI'DN ANi 5 P02.TS. Do you presently serve on another City Board or Committee? Q 0 If yes, please list: Have you previously served on any other City Board or Committee? N n If yes, please list: I will represent the best interests of the entire City while serving as a board member. I hereby waive and release any and all rights for claims for damages and injuries I may suffer while performing or after performing volunteer services for the City of Sebastian. I give permission for the City of Sebastian to use my photograph for publicity purposes (unless requesting exemption). If required for this board, I consent to the annual filing of the Statement of Financial Interests. http://www.ethics.state.fl.us/ethics/forms.html If appointed, I acknowledge that it is my obligation and duty to comply with the following: Code of Ethics for Public Officials (Florida Statutes, Chapter 112, Part 111) and Florida Sunshine Law (Florida Statutes, Chapter 286) Statutes may be reviewed at http://www.flsenate.gov/statutes I understand I must contact the City Clerk's office to request reappointment prior to expiration or to be considered for another board. I hereby certify that all the statements made on this application are true and correct. I understand that any false statements or omissions from this application may be cause for my application not to be considered. Signature of Applicant: �� ,!� i/i�.,� Date: 4 / ! 6 / 2 0,2 y Date Received by City Clerk's Office 41202-,r by: J 80 of 287 an L-f SIEEIA�9TLN HOME OF PELICAN ISLAND VOLUNTEER BOARD AND COMMITTEE APPLICATION This application form is a public record under Chapter 119, Florida Statutes, and is open to public inspection. In accordance with FS 119.07 Exemptions, individuals employed or retired from certain professions relating to law enforcement may request that their physical address and phone number remain confidential. Unless requested, that information will be available and not redacted. Per Section 2-166, all Board and Committee members must be City residents for one year prior to application unless otherwise specified in the enacting ordinance or resolution. Board and Committee terms are three years unless otherwise specified in the enacting ordinance or resolution. You may reapply for succeeding terms upon term expiration. � �611e(on Name: OW �• Address: C �'�1'1 1 �/P City: , 7� State: Zip: 3z"l5y Telephone: ( 70 1 ) 51 - J (`t(J E-Mail Address: V40 In Employer: Wh-ze—cl City: Business Telephone: ( State: Zip: I am interested in serving on the following boaardd(s)/committee(s): 15z Choice: ox)4C, (;�V 0907).2nd Choice: CHARTER REVIEW COMMITTEE (serves only six months, every five years — next formation in 2025) CITIZENS BUDGET REVIEW ADVISORY BOARD CONSTRUCTION BOARD* NATURAL RESOURCES BOARD PLANNING AND ZONING COMMISSION* POLICE RETIREMENT BOARD OF TRUSTEES* PARKS AND RECREATION ADVISORY COMMITTEE VETERANS' ADVISORY BOARD 'Filing of financial disclosure is required following appointment 81 of 287 Paul Halleran Please summarize special skills, qualifications, or education you have acquired for this appointment. I would like to be considered for the Sebastian Parks and Recreation Advisory Committee; Alternate position. I am a retired U. S. Navy (Reserves) Veteran; 2006, and recently retired Registered Nurse; 2023. My wife, Donna, and I moved to Sebastian ten years ago, purchased a home on Greenbrier Ave. and are full-time residents. I have a strong compassion for civic involvement; a committed American Red Cross and OneBlood platelet donor (35 gallons) since I was eighteen years old, a consistent volunteerwith Pelican Island Audubon Society in Vero Beach for eight years and a dependable I. R. C. Adopt -A -Road titter picker (66`h Ave. between 41$` and 49"' Streets) for six years. And since I retired, an I. R. C. poll worker and Literacy tutor (presently teaching inmates at I. R. C. Jail G. E. D. prep courses). Why do you want to serve on this board ? I would like to be of service on this board because my wife and I absolutely love this city and area. I am an enthusiastic bicycle rider (Al A), pickle -ball player (3 X's a week at the P. B. Complex at the airport and our dog, Nikki enjoys trips to the Keen Terrace Bark Park. The city and this department have provided valuable resources and scenic areas for the residents to enjoy. I feet I could contribute to improving the quality of life for our fellow residents by working and collaborating with the Parks and Recreation Advisory board. I am available to answer any questions you may have at any convenient time. 82 of 287 Please summarize special skills, qualifications, or education you have acquired for this appointment: (Your resume, professiona�lnc^er_ti "ications or designations may be attached.) Why do y;:W,fy e on tits board? C Do you presently serve on another City Board or Committee? AV If yes, please list: Have you previously served on any other City Board or Committee? bd If yes, please list: I will represent the best interests of the entire City while serving as a board member. I hereby waive and release any and all rights for claims for damages and injuries I may suffer while performing or after performing volunteer services for the City of Sebastian. I give permission for the City of Sebastian to use my photograph for aublicity purposes (unless requesting exemption). If required for this board, I consent to the annual filing of the Statement of Financial Interests. htto://www.ethics.state.fl.us/ethics/fortns.litml If appointed, I acknowledge that it is my obligation and duty to comply with the following: Code of Ethics for Public Officials (Florida Statutes, Chapter 112, Part 111) and Florida Sunshine Law (Florida Statutes, Chapter 286) Statutes may be reviewed at htti)://www.flsenate.p-ov/statutes I understand I must contact the City Clerk's office to request reappointment prior to expiration or to be considered for another board. I hereby certify that all the statements made on this application are true and correct. I understand that any false statements or omissions from this application may be cause for my application not to be considered. pw Signature of Applicant: Date: Date Received by City Clerk's Office by: by: �4-LS:�-L: r►L� U 83 of 287 PARKS & RECREATION ADVISORY COMMITTEE Ordinance No. 0-07-07 MEMBER NAME /ADDRESS, TERMS Dante Renzi Term to expire 5/31/2025 1149 W. Lakeview Drive Apptd 6/12/19 Sebastian, FL 32958 Reapptd 6/8/2022 571-5891 Apptd ALT 1 /23/19 Wackvsrulel a-aol.com John Danise — Vice Chair Term to expire 5/31/2024 164 Coply Terrace Apptd 6/12/19 Sebastian, FL 32958 Reapptd 7/8/20 589-4278 Apptd reg member 11/18/20 Coach iohndanise aObellsouth.net Reapptd 6/9/2021 Vicki Drumheller — Chair Term to expire 5/31/2026 349 Joy Haven Drive Apptd ALT 1/13/21 Sebastian, FL 32958 Apptd REG 6/14/23 713-7273 Vicki.drumhellerrn(aDomail.com JoAnn Webster - Vice Chair Term to expire 5/31/2026 765 Wentworth Street Apptd 11/28/12 Sebastian, FL 32958 Reapptd 5/28/14 633-8502 Reapptd 5/28/17 websters north (cDaol.com Reapptd 7/8/20 Reapptd 6/14/23 Apptd ALT 8/11/10 Reapptd ALT 5/9/12 JoAnne White Term to expire 5/31/2024 449 Easy Street Apptd 6/27/07 Sebastian, FL 32958 Reapptd 5/9/12 766-2501 Reapptd 5/27/15 mvfloridateam(agmail. com Reapptd 6/13/18 Reapptd 6/9/2021 Richard Mauro — Alt Member Term to expire 5/31/2024 114 Salazar Lane Apptd 5/27/2020 Sebastian, FL 32958 Reapptd 6/9/2021 (815) 218-9150 Rm61114(cDamail.com Robert Allen — Alt Member Term to expire 5/31/2026 101 Empire Terrace Apptd 6/14/2023 Sebastian, FL 32958 (512) 666-7539 robertdal lenm baaamail.com 3 regular members are needed to make a quorum. In the event a regular member cannot make the meeting, an alternate steps in. 84 of 287 April 11, 2024 SEBASTIAN (ENTENNIAL (ELEBRATION 1914 -1014 Contact: City Clerk's Office 388-8215 PRESS RELEASE PARKS AND RECREATION ADVISORY COMMITTEE The City of Sebastian is seeking applicants to fill the following expired positions on the Parks and Recreation Advisory Committee: Two Regular Member Positions — New Terms will Expire May 31, 2027 One Alternate Member Position — New Term will Expire May 31, 2027 This Committee meets on the fourth Monday of each month at 6:00 p.m. to study and provide recommendations to City Council as to the City's park system and recreational programs and facilities. These are volunteer positions and applicants must have been a City resident one year prior to application. If Council fills a regular member position with an alternate member, Council reserves the right to fill the alternate position with the remaining applicants. Applications are available in the City Clerk's office, City Hall, 1225 Main Street, Sebastian, between the hours of 8:00 a.m. to 4:30 p.m. or at www.citvofsebastian.orq and will be accepted until May 20, 2024. 85 of 287 CITY COUNCIL AGENDA TRANSMITTAL Council Meetin! Date: June 12, 2024 Agenda Item Title: City Council Consideration of a proposed working timeline for the StillDragon North America LLC (SDNA) property redevelopment of 100 Veterans Memorial Way. Recommendation: Staff recommends accepting the proposed working timeline for StillDragon's redevelopment of the Old Public Works Compound Property located at 100 Veterans Memorial Way. Background: On December 13°i, 2023 City Council accepted RFP #23-11 for the Sale and Redevelopment of City -Owned property at 100 Veterans Memorial Way, Sebastian Florida (the Former Public Works Compound). The bid proposal included a proposed completion time but not a formal descriptive timeline. Due to current conditions, length of time for the agreement negotiations and building requirements that were not considered in the original proposal StillDragon has submitted a new proposed working timeline. The proposed timeline would replace the original and be incorporated into the Property Sale and Purchase Agreement. If AL-enda Item Requires Expenditure of Funds: Budgeted Amount: N/A Total Cost: N/A Funds to Be Utilized for Appropriation: N/A Attachments: 1. StillDragon North America LLC proposed working timeline Administrative Services Department Review: City Attorney Review: Procurement Division ROiew,if applicable: Nth City Manager Authorization: Date: 86 of 287 STI LLD RAG 0 N E S T 2 0 1 2 To all parties concerned, Below is the proposed working timeline for the StiIlDragon North America LLC (SDNA) property rehabilitation of 100 Veterans Memorial Way Sebastian, FL. The goal is to have the below three phases completed within three years of closing of the property purchase. Phase I and Phase II will run congruently as described below with Phase III beginning towards the end of Phase II. For the sake of simplification, we will now use this terminology to refer to any of the buildings: Building A = StiIlDragon HQ Building B = Distillery / Education Center Building C = Gift Shop / Tasting Lounge Phase I: Priority, get Building A ready for SDNA immediate occupancy. Expected completion within 12 weeks of approved architectural drawings and permitting. Includes but not limited to: • Build out of Building A for use as SDNA daily operations • Add office and restroom • Clean and paint • Install warehouse hardware • Satisfy Phase I parking lot requirements • SDNA move into Building A • Initial Landscape cleanup and property beautification • Initial site work for phases II & III Phase II: Priority, get Building B ready to begin distillery production operations. Design, plans, approval and permitting are expected to take about 10 months. Expected completion within one year of approved architectural drawings and permitting. StiIlDragon North America LLC 7788 Central Industrial Drive I Suite 6 1 West Palm Beach, FL 33404 561-845-8009 1 info@stilldraeon.com STI LLD RAG 0 N E S T 2 0 1 2 Includes but not limited to: • Lift Station installation and connection to municipal sewer • Upgrade property electrical service • Continuation of site work and property beautification • Build out of Building B for use as the Distillery • New roof • Add office and restrooms • Distillery classroom • Floor drain installation • Exterior and interior clean and paint • Installation of truck well for receiving • Continuation of site work • Installation of irrigation system (rough) Phase III: Priority, completion of Building C the distillery tasting room, cocktail bar, gift shop, and outdoor entertainment space. Expected completion within one year approved architectural drawings and permitting. Includes but not limited to: • Build out of Building C for use as the tasting room, cocktail bar, and gift shop • Outdoor electric and lighting • Outdoor area canopy and furnishings • Retail signage • Completion of property irrigation system • Additional landscaping beautification • Satisfy property parking lot requirements Sincerely, Lawrence Taylor StiIlDragon North America LLC StiIlDragon North America LLC 7788 Central Industrial Drive Suite 6 1 West Palm Beach, FL 33404 561-845-8009 info@stilldragon.com CITY COUNCIL AGENDA TRANSMITTAL Council Meetin2 Date: June 12, 2024 Agenda Item Title: City Council Consideration of the proposed "As Is" Property Sale and Purchase Agreement with StillDragon North America LLC (SDNA) for the property located at 100 Veterans Memorial Way and Authorize the Mayor and City Manager to execute all appropriate documentation. Recommendation: Staff recommends accepting the proposed "As Is" Property Sale and Purchase Agreement with StillDragon North America LLC (SDNA) for the property located at 100 Veterans Memorial Way and Authorize the Mayor and City Manager to execute all appropriate documentation. Back2round: On December 13`s, 2023 City Council accepted RFP #23-11 for the Sale and Redevelopment of City -Owned property at 100 Veterans Memorial Way, Sebastian Florida (the Former Public Works Compound). Staff has worked with representatives of StillDragon North America LLC (SDNA) to finalize the proposed agreement. Once the agreement is completely executed the closing on the property shall take place within 60 days. If Agenda Item Reciuires Exvenditure of Funds: Budgeted Amount: N/A Total Cost: N/A Funds to Be Utilized for Appropriation: N/A Attachments: 1. Proposed "As Is" Property Sale and Purchase Agreement with StillDragon North America LLC (SDNA) for the property located at 100 Veterans Memorial Way Administrative Services .Depa ment Review c; City Attorney Revie Procurement Division Review, if applicable:_ City Manager Authorization: 167 Date: OL.,41 - - - 89 of 287 "AS IS" PROPERTY SALE AND PURCHASE AGREEMENT 100 Veterans Memorial Way, Sebastian, FL 32958 (Formally Public Works Compound) Parcel ID: 31390600000005000010.0 PARTIES: CITY OF SEBASTIAN, a municipal corporation of the State of Florida, whose address is 1225 Main Street, Sebastian, FL,32958, "CITY," AND STILLDRAGON NORTH AMERICA, LLC, a Florida limited liability company, [insert address] "PURCHASER," hereby agree that CITY shall sell and PURCHASER shall purchase the following described property, situate, lying and being in Indian River County, Florida, all of which is referred to as the "PROPERTY," upon the terms and conditions hereinafter set forth: a! V. as na nU. m to wn-® HOC I!m tID ®T •au tea m LEGAL DESCRIPTION ..2Y. r� auras tmVd[ mM lV ')i� 7JIj H L`f:i Page 1 of 8 s• n ra---t — 90 of 287 ARTICLE 1. TERMS AND CONDITIONS OF PURCHASE A. Purchase Price: (a) Purchase Price $ 1,000,050.00 (b) Initial Deposit submitted with Proposal on <Date> to be held by the City of Sebastian. - $15,000.00 (c) Deposit submitted on <Date> to be held by the City of Sebastian. - $30,000.00 (d) Balance to close $ 955,050.00 B. Proceeds of Sale: The purchase price shall be paid at closing by wire transfer or cashier's check drawn on a Florida state -authorized or state -chartered financial institution, payable to CITY, less any credits to PURCHASER, pursuant to any adjustments necessitated by prorations of any sums agreed to be prorated between the parties, if any. C. Proposal Submission: The proposal submitted by the PURCHASER, in response to RFP 21-06, is hereby incorporated as a part of this Agreement (Exhibit "A'). Approval of sale is based on the proposed price, proposed use and proposed timeline. ARTICLE 2. PRORATION A. Taxes: PURCHASER will be responsible for prorated taxes due at closing for the remainder of the year once property is transferred, such taxes determined as of the date of closing. PURCHASER will be responsible for the next annual tax bill and all applicable taxes due in future years. B. Special Assessment Liens: Any certified special assessment liens due and owing shall be paid by the City at the time of closing. The City represents to the best of its knowledge that there are no pending liens at this time affecting the Property which have been made by the City and to the best of its knowledge, there are no other pending liens affecting the property. However, if at the time of closing there shall be new or pending liens, PURCHASER shall assume the same. C. Other Proration: Any rents, revenues, unearned insurance premiums, liens, or other charges to be prorated shall be prorated as of the date of closing, provided that in the event of an extension of the date of closing, at the request of or through the fault of either party, these pro -rations shall be re -calculated using the new date of closing. ARTICLE 3. TIME AND PLACE OF CLOSING It is agreed that this transaction shall be closed, and the PURCHASER shall pay the purchase price as provided herein above, and CITY shall execute all papers or documents necessary to be executed by CITY under the terms of this Agreement on or before the 60th day after execution of the Agreement by the PURCHASER, at the office of the City Attorney or the Closing Agent's Office, or at such other place as CITY may designate. Unless otherwise agreed upon in this Agreement, possession and occupancy will be delivered to PURCHASER at the time of closing. ALL CLOSING COSTS, INCLUDING CLOSING Page 2 of 8 91 of 287 AGENT COSTS, SHALL BE BORNE BY PURCHASER. ARTICLE 4. EFFECTIVE DATE The Effective Date shall be the last date of execution by PURCHASER or CITY. All time periods shall be calculated commencing the day after the Effective Date unless specified herein. Any modification amendment, or alteration thereto, shall not be effective or binding upon any of the parties hereto until it is approved in writing by both the PURCHASER and the City Council and executed by the City's Mayor, Manager, Clerk and Attorney. ARTICLE 5. PROPERTY SOLD "AS IS" CITY shall convey the property in its present "as is" condition, with the exception of Governmental and Related Matters and Environmental Hazards, described below. CITY has not made and does not make any representations as to the physical condition, expenses, operation, title or any other matter or thing affecting or related to the property, except as specifically set forth in this Agreement. CITY makes no warranties other than marketability of title and will make no repairs. PURCHASER acknowledges that all representations which CITY has made, if any, and upon which PURCHASER relied in making this Agreement, have been included in this Agreement. All understandings and agreements heretofore had between the parties are merged in this Agreement, which alone fully and completely expresses their agreement, and the same is entered into after full investigation, neither party relying upon any statement, representation, express or implied warranties, guarantees, promises, statements, representation or information, not embodied in this Agreement, made by the other, or by any real estate broker, agent, employee, servant or other person representing or purporting to represent CITY. In the event of destruction or damage to the Property prior to the date of closing, either party shall have the option to terminate this Agreement upon giving written notice to the other party and declare the transaction to be null and void and of no further force or effect so that PURCHASER shall thereupon receive a refund of the Deposit and be relieved of any and all liability hereunder so long as PURCHASER's willful acts or gross negligence were not the cause of such damage or destruction. ARTICLE 6. INSPECTION PERIOD AND RIGHT TO CANCEL PURCHASER shall have thirty 30 days from the Effective Date, (the "Inspection Period"), within which to have such inspections of the Property performed, at PURCHASER'S expense. PURCHASER shall be responsible for prompt payment for any such inspections and repair of damage to and restoration of the Property resulting from such inspections. PURCHASER shall have the opportunity to inspect the Property, so that PURCHASER is thoroughly acquainted with the Property's condition, and shall take the Property "as is" if this transaction proceeds to closing. If PURCHASER determines, in PURCHASER's sole discretion, that the condition of the Property is not acceptable to PURCHASER, PURCHASER may, at any time prior to the end of the Inspection Period, cancel the Agreement by delivering written notice of such election to CITY. If PURCHASER timely cancels the Agreement, the Deposit paid shall be immediately returned to PURCHASER; thereupon, PURCHASER and CITY shall be released of all further obligations under the Agreement, except as provided in Subparagraph B, above, only to the extent that PURCHASER or PURCHASER's agents have engaged in activities on the Property which have resulted in liens being filed against the Property. PURCHASER's failure to give written notice to CITY prior to or on the thirtieth (30"') day of the Inspection Period shall be deemed a waiver of PURCHASER's right to terminate this Agreement under the terms of this Paragraph. ARTICLE 7. DEPOSIT The deposits of PURCHASER in the sum of forty-five thousand Dollars ($45,000.00) shall, at the closing, constitute a credit to PURCHASER against the total purchase price of ($1,000,050.00) and shall, accordingly, be deducted in determining the balance due at the closing. Interest earned, if any, on the amount of the Deposit shall remain the property of the CITY without credit to the PURCHASER. The deposits are non-refundable ten (10) days from the Effective Date. This Agreement shall supersede any term or condition in conflict with PURCHASER's bid documentation. ARTICLE 8. CONVEYANCE AND Page 3 of 8 92 of 287 TRANSFER The real property herein described shall be conveyed to PURCHASER by a properly executed and acknowledged Warranty Deed subject to: (1) taxes for year of closing and subsequent years; (2) zoning and/or restrictions and prohibitions imposed by governmental authority; (3) restrictions and other matters appearing on the plat and/or common to the subdivision; (4) utility easements of record, provided said easements do not reasonably interfere with the intended use of the property; and (5) other matters specified in this Agreement, including mortgages to be assumed by PURCHASER and Purchase Money Mortgages, if any. ARTICLE 9. SURVEY PURCHASER, at PURCHASER'S expense, may have the Property surveyed and certified by a Registered Florida Surveyor and shall have said sealed survey delivered to CITY during the Inspection Period. If the survey shows encroachments on the Property or that improvements located on Property encroach on setback lines, easements, lands of others or violates any restrictions, the covenants herein or applicable governmental regulations, the same shall constitute a title defect as provided for hereinafter in paragraph entitled "Examination and Approval of Title." ARTICLE 10. DOCUMENTARY STAMPS AND TANGIBLE TAXES AND RECORDING COSTS PURCHASER shall cause to be placed upon the Warranty Deed conveying the Property, state surtax and documentary stamps as required by law. CITY shall pay all tangible personal property taxes and the cost of recording any corrective instruments reasonably necessary to assure good and marketable title. CITY shall also execute a bill of sale conveying marketable title to any personal property owned by the CITY on the Property at the time of closing to PURCHASER. In a form acceptable to the City Attorney. PURCHASER shall pay for the cost of recording the warranty deed. ARTICLE 11. PERSONS BOUND The benefits and obligations of the covenants herein shall inure to and bind the respective heirs, personal representatives, successors and assigns (where assignment is permitted) of the parties hereto. Whenever used, the singular number shall include the plural, the singular, and the use of any gender shall include all Genders. ARTICLE 12. TIME OF THE ESSENCE It is hereby understood and agreed between the parties that time is of the essence throughout this Agreement. ARTICLE 13. DEFAULT A. Default by Purchaser: In the event PURCHASER fails to perform this Agreement or the terms herein as outlined, after and including any applicable cure periods, CITY may elect to terminate this Agreement and pursue any remedies available by law, including an action for damages or specific performance and may elect to retain the deposit by PURCHASER as liquidated damages without waiving any other remedies. B. Default by CITY: If, for any reason other than failure of CITY to make title marketable after diligent effort, CITY fails, neglects or refuses to perform this Agreement, the PURCHASER may elect to receive the return of PURCHASER's deposit without thereby waiving any action for damages or specific performance resulting from CITY's breach. ARTICLE 14. MECHANICS' LIENS CITY hereby represents and warrants to PURCHASER that as of the effective date of this Agreement, there are no claims or potential claims for mechanic's liens, either statutory or at common law, and that neither CITY nor CITY's agent has caused to be made on the Property within ninety (90) days immediately preceding the effective date of this Agreement, any improvement which could give rise to any mechanic's lien. CITY shall furnish to PURCHASER at time of closing an affidavit in the form approved by the City Attorney. CITY shall deliver releases or waivers of all mechanic's liens, executed by general contractors, subcontractors, suppliers or materialmen, in addition to CITY's mechanic's lien affidavit, setting forth the names of all such general contractors, subcontractors, suppliers and Page 4 of 8 93 of 287 materialmen, and further reciting that, in fact, all bills for work to the Property which could serve as the basis for a mechanic's lien, have been paid. ARTICLE 15. BROKER'S COMMISSION CITY a n d P U R C H A S E R hereby represent and warrant to each other that they have not dealt with any broker. If applicable, CITY and PURCHASER agree to hold each other harmless from any claim or demand for commissions made by or on behalf of any broker or agent in connection with this purchase and sale. ARTICLE 16. MODIFICATION This Agreement supersedes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein; and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements whether oral or written. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed by CITY and PURCHASER with the same formality and of equal dignity herewith. ARTICLE 17. EXAMINATION AND APPROVAL OF TITLE The parties acknowledge that First American Title Insurance Company ("Title Company") whose address is 3111 University Drive, Suite 418, Coral Springs, Florida. 33071 (954) 753-8220 (Attention: Tricia Foldessy) shall serve as the closing agent and shall collect all sums and disburse all payments and record all documents needed to complete the transfer of title to the Property from CITY to PURCHASER. PURCHASER shall obtain a Commitment for an ALTA fee owner's policy of title insurance ("Title Commitment") to be issued at closing (or as soon as possible thereafter) without standard exceptions, in the amount of the total Purchase Price, which Title Commitment shall bear a date after the date hereof, wherein the Title Company shall agree to insure the title in the condition required hereunder as marketable title, subject only to encumbrances and matters that are permitted which include the following: (1) requirements, approvals, ordinances, regulations, restrictions, prohibitions or other matters issued by a governmental entity, including, but not limited to such matters that involve land use, zoning, water retention, or storm water management; (2) matters appearing on a plat of record or common to a subdivision in which the Property exists, other than plats that may have existed previously but are not part of the current development plan; (3) taxes for the year of closing, not yet due and payable, and subsequent years. The Title Commitment shall be procured by the PURCHASER, and obtained by PURCHASER within thirty (30) days after the Effective Date of the Agreement from Title Company.. PURCHASER shall pay the cost thereof as well as the cost of any update. PURCHASER shall have the later of either: fifteen (15) days from the date of receiving said Title Commitment or the last day of the Inspection Period to examine the Title Commitment. Failure of PURCHASER to timely obtain title information shall not extend the time for closing. If title is found to be defective due to conditions or restrictions other than those set forth herein, which adversely affect title to the Property and render title unmarketable and uninsurable, PURCHASER shall, within said period, notify the City Attorney in writing, specifying the defects. If the said defects, other than those set forth herein, adversely affect title to the Property and render title unmarketable and uninsurable, the CITY shall have one hundred twenty (120) days from receipt of such notice to cure the defects, and if after said period the CITY shall not have cured the defects, PURCHASER shall have the option of (1) accepting the title as it then is, or (2) demanding a refund of all monies paid hereunder which shall forthwith be returned to PURCHASER, and thereupon the PURCHASER and the CITY shall be relieved of all further obligations and duties under this Agreement. ARTICLE 18. ENVIRONMENTAL HAZARDS CITY represents that CITY has no underground storage containers or buried barrels or drums of any kind in or on the Property and does not and has not conducted hazardous or toxic substances activity. At PURCHASER's option within five (5) days from the Effective Date, PURCHASER may, at PURCHASER's expense, apply for a Phase I Environmental Property Assessment upon the Property and any improvements upon the Property by a Florida licensed environmental engineer. PURCHASER shall forthwith deliver to CITY a copy of all resulting environmental reports. If a Phase I inspection reveals an Page 5 of 8 94 of 287 environmental hazard or if a lender requires a Phase II or III investigation, PURCHASER shall deliver written notice of the requirement to the CITY and CITY may elect within FIVE (5) days from receipt of the notice to conduct the investigation at CITY's expense. If CITY elects not to conduct the investigation, either parry may terminate this Agreement. If CITY elects to pay for and make corrective measures required by law, PURCHASER shall either extend closing or CITY shall escrow the amount necessary to complete the cleanup. CITY shall have ninety (90) days after Notice to complete cleanup. If the problem has not been resolved by that time, however, either party may agree to extend the closing for an additional length of time or the Agreement may be terminated by either party. ARTICLE 19. GOVERNMENTAL AND RELATED MATTERS CITY warrants and represents that to the best of its knowledge the Property in its present condition is not in violation of any governmental regulations. All improvements to the Property have been properly permitted. To the extent that any aspect of the Property is in violation with all such governmental regulations, then PURCHASER shall give written notice to CITY and CITY shall have sixty (60) days to remedy the defect. If after the expiration of the said sixty (60) day period CITY has been unable to remedy said defects, PURCHASER may cancel the Agreement, whereupon PURCHASER's deposit shall be refunded. In the alternative, PURCHASER may accept the Property in its present condition. CITY shall make a due diligent, good faith effort to bring the Property into compliance with all governmental regulations. CITY's warranties herein contained in this Agreement shall not survive the closing of this transaction. ARTICLE 20. GROWTH MANAGEMENT ACT The PURCHASER is hereby advised that the State of Florida has adopted a Growth Management Act which could affect the future development of the Property regardless of the present zoning classification. The CITY and broker, if any, disclaims any liability for the consequences arising from the application of said act. PURCHASER is advised to contact the appropriate governmental agency or department with jurisdiction over the Property. The CITY and broker, if any, makes no representations to the PURCHASER as to the impact of the Growth Management Act on the Property. ARTICLE 21. COASTAL CONSTRUCTION CONTROL LINE If all or part of the property is located seaward of the Coastal Construction Control Line as defined in Florida Statute 161.053, it is subject to government regulation. Florida law requires CITY to provide PURCHASER with an affidavit, or a survey meeting the requirements of chapter 472 of the Florida Statutes, delineating the location of the CCCL on the Property at or prior to closing. ARTICLE 22. INGRESS AND EGRESS CITY warrants that there are ingress and egress to the Property over public or private roads or easements sufficient for the intended use thereof, and this warranty shall survive the closing. In particular, the Property has access to Veterans Memorial Way and to Sebastian Boulevard (Highway 512). Moreover, CITY acknowledges that it shall convey, among other things, such rights of ingress and egress as may be desired by PURCHASER over the adjacent parcel # ("Additional Property") which is currently the subject of certain remedial actions being undertaken onsite; these additional rights to be conveyed by CITY to PURCHASER regarding the Additional Property shall be described in a separate agreement between the parties, which is being executed simultaneously with this Agreement. ARTICLE 23. NOTICE AND TIME Notice given by or to the Attorney for either party shall be effective as if given by or to said party. Any reference to time periods of less than six (6) days shall, in the computation thereof, exclude Saturdays, Sundays and legal holidays, and any time period which shall end on a Saturday, Sunday or legal holiday shall extend to 5:00 o'clock P.M. on the next full business day. ARTICLE 24. FIRPTA All parties are advised that the I.R.S. Code requires the PURCHASER to withhold ten percent (10%) of the sales price for tax on sales by certain foreigners. The tax will be withheld unless affidavits of compliance with the I.R.S Code or an I.R.S. qualifying statement are provided to PURCHASER at closing. ARTICLE 25. ATTORNEY'S FEES AND COSTS/WAIVER OF JURY TRIALNENUE/APPLICABLE LAW Page 6 of 8 95 of 287 A. In any litigation (including all appeals) arising out of this Contract involving CITY and PURCHASER, thE' prevailing party shall be entitled to recover all costs incurred, including reasonable attorney's fees. B. In the event of any litigation, the parties agree to waive any right to trial by jury. C. In the event of litigation, the parties agree that the jurisdiction shall be in the appropriate courts in anc for Indian River County, Florida. D. In the event of litigation arising hereunder, the parties agree that the applicable law shall be the laws of the State of Florida. ARTICLE 26. INTEREST No interest shall be paid to the CITY or PURCHASER on deposits or on mortgage proceeds or closing proceeds not disbursed to CITY at closing. ARTICLE 27. SURVIVOR OF COVENANTS All covenants, grants, representations and warranties contained herein shall survive closing and delivery of the deed. ARTICLE 28. EXECUTION; RADON GAS This document, consisting of nine (9) pages, shall be executed and serve as the Sale and Purchase Agreement between parties mentioned herein. Radon Gas. In compliance with Florida Statutes Section 404.056, PURCHASER is hereby made aware of the following: RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL AND STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA. ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY PUBLIC HEALTH CARE UNIT. WITNESSES: Print Name: Jeff Rasmussen �o, & Waw 11-1401:N �Mav 2� P1111 H ED,, Print Name: Robert J Votaw ATTEST (SEAL): JEANETTE WILLIAMS, MMC CITY CLERK Approved as to form and legality for reliance by the City of Sebastian only: PURCHASER: STILLDRAGON NORTH AMERICA, LLC, a Florida limited iabilit pany BY: Print Name: Lawrence W Taylor Title: Founder / Manager BY: Print Name: Title: DATE: 05/21 /2024 CITY OF SEBASTIAN: M BY: ED DODD. MAYOR BRIAN BENTON. CITY MANAGER Page 7 of 8 96 of 287 DATE: JENNIFER COCKCROFT, CITY ATTORNEY Page 8 of 8 97 of 287 City Stilldragon Purchase Agreement LT signed J R witnessed Final Audit Report 2024-05-24 Created: 2024-05-24 By: Jeff Rasmussen Qeff@stilldragon.com) Status: Signed Transaction ID: CBJCHBCAABAA7Czz-krDzj3nGTFbtNiN-_ylloh..9f6C "City Stilldragon Purchase Agreement LT signed JR witnessed" History Document created by Jeff Rasmussen Qeff@stilldragon.com) 2024-05-24 - 7:14:39 PM GMT Document emailed to Robert Votaw (robertv@servicesbycatalyst.com) for signature 2024-05-24 - 7:14:43 PM GMT Email viewed by Robert Votaw (robertv@servicesbycataIyst.com) 2024-05-24 - 7:15:29 PM GMT Document e-signed by Robert Votaw (robertv@servicesbycatalyst.com) Signature Date: 2024-05-24 - 7:16:15 PM GMT - Time Source: server Agreement completed. 2024-05-24 - 7:16:15 PM GMT Adobe Acrobat Sign yb 012-6/ SEBASTIAN (4011w111,%< uusealkow "a-M!/ CITY COUNCIL AGENDA TRANSMITTAL Council Meetinu Date: June 12, 2024 Agenda Item Title: City Council discussion on the Waste Management Franchise Fee for Fiscal Years 2025-2030 Recommendation: Staff recommends that City Council set the Waste Management Franchise Fee at 6% for Fiscal Years 2025-2030. Back( -,round: On April 1212023 City Council set the Waste Management Franchise Fee of 3% from July 1, 2023 until October 1, 2024. This fee was collected by Waste Management and used to offset the bad debt for their billing since the universal collection method went into effect July 1, 2023. The City Council then approved Resolution R-23-37 on December 13, 2023 establishing its intent to use the uniform method for collection via non -ad valorem special assessments for the cost of providing solid waste collection and disposal services to properties within the incorporated area of the City. Effective October 1, 2024 the City of Sebastian will begin making monthly payments to Waste Management for the universal residential waste collection. The 6% franchise fee will be used to cover the tax discount for early payments, the fee by the Tax Collector's Office, and to offset any deficits due to delinquent tax accounts. If A;,enda Item Re(iuires Expenditure of Funds: Budgeted Amount: N/A Total Cost: N/A Funds to Be Utilized for Appropriation: Residential Solid Waste Fund Attachments: 1. Residential Solid Waste Fund Projected Balances — Fiscal Years 2025-2030 Administrative Services Department Re 'ew: J17 City Attorney Review (J Procurement Division Review, if applicable: City Manager Authorization: Date: 99 of 287 RESIDENTIAL SOLID WASTE FUND PROJECTED BALANCES - FISCAL YEARS 2025-2030 RESIDENTIAL SOLID WASTE FUND PROJECTED BALANCES FISCAL YEARS 2025-2030 FY 24- 25 FY 25- 26 FY 26- 27 FY 27- 28 FY 28- 29 FY 29- 30 CustomerCharges $ 3,087,217 $ 3,179,834 $ 3,275,229 $ 3,373,486 $ 3,474,691 $ 3,578,932 Franchise Fee at 6% 185,233 190,790 196,514 202,409 208,481 214,736 Total Billed byCounty 3,272,450 3,370,624 3,471,743 3,575,895 3,683,172 3,793,668 98% Collection Rate (65,449) (67,413) (69,435) (71,518) (73,664) (75,873) 3.6% Discounts for Early Payments (111,140) (114,474) (117,908) (121,445) (125,089) (128,842) 2.0% Fee by Tax Collector (61,917) (63,775) (65,688) (67,659) (69,688) (71,779) Net Collections 3,033,944 3,124,962 3,218,712 3,315,273 3,414,731 3,517,174 Investment Income 200 200 200 200 200 200 TOTAL REVENUES 3,034,144 3,125,162 3,218,912 3,315,473 3,414,931 3,517,374 Payment to Waste Management 3,087,217 3,179,834 3,275,229 3,373,486 3,474,691 3,578,932 TOTAL EXPENDITURES $ 3,087,217 $ 3,179,834 $ 3,275,229 $ 3,373,486 $ 3,474,691 $ 3,578,932 BEGINNING FUND BALANCE $ - $ (53,073) $ (107,745) $ (164,062) $ (222,075) $ (281,835) TOTAL REVENUES 3,034,144 3,125,162 3,218,912 3,315,473 3,414,931 3,517,374 TOTAL EXPENDITURES (3,087,217) (3,179,834) (3,275,229) (3,373,486) (3,474,691) (3,578,932) ENDING FUND BALANCE $ (53,073) $ (107,745) $ (164,062) $ (222,075) $ (281,835) $ (343,393) NOTE: The 98% Collection rate is the based on historical data and mayvaryfrom year-to-year. The 3.6% Discount for Early Payments is based on the history of collections of the Stormwater Fees and mayvaryfrom year-to-year. With onlya 3% Franchise Fee, the Fund would run a deficit the first year of at least $143,837 per year. Also, it should be noted that no provision is being made for administrative assistance by City personnel. Future years assume a 3 o increase in collection fees juntas an estimate. IEBASTIAH11 1114.1114 CITY COUNCIL AGENDA TRANSMITTAL Council Meeting Date: June 12, 2024 Agenda Item Title: City Council Approval of Resolution R-24-29 approving a piggyback agreement of the School Board of Brevard County, Florida's existing contract under #RFP 24-172-P-HD for general contractor services of minor projects under $300,000 with four of the awarded contractors, and further authorize issuance of a purchase order to Doug Wilson Enterprises, Inc. for the Community Development office remodel project. Recommendation: Staff Recommends approval of R-24-29 approving a piggyback of contract #RFP 24-172-P-HD by the School Board of Brevard County, Florida for general contractor services for minor projects under $300,000, with four of the awarded contractors, and approval to issue a purchase order to Doug Wilson Enterprises, Inc. for the Community Development office remodel project. Background: The Community Development Department budgeted $88,500 for an office remodel in this year's budget. The office remodel will create a safe space for staff to interact with the public, and create additional office spaces. With an initial project estimate of $120,000, procurement weighed the option of piggybacking off an existing agency's contract or issuing a solicitation for general contracting services. Due to feedback from several department heads regarding upcoming projects, procurement opted to use a piggyback to address immediate needs. The use of piggyback purchasing through existing State or other contracts guarantees that the pricing and contract terms remain the same while the contract is active; this includes any contract extensions or renewals. In accordance with the City's Ordinance Section 2-10(c)(2), the procurement procedures carried out by the awarding agency are equivalent to that of Sebastian's procurement process. The recommended vendor is the most advantageous to meet the needs of the City by avoiding delay in bidding, the costs of same and other staff time necessary. The School Board of Brevard County, FL entered into continuing services contracts with five firms (8-Koi, Inc., Doug Wilson Enterprises, Inc., Heard Construction, Inc., Ovation Construction Company, LLC, and Canaveral Construction Co., Inc.) to provide general contracting services after a competitive selection procurement process. City Staff contacted each firm and all but one - Canaveral Construction Co. Inc., agreed to allow the City to piggyback their contract. The remaining four firms were issued a request for quote (as required by the School Board contract to ensure competition), completed a site visit and provided quotes. Doug Wilson Enterprises, Inc. provided the lowest quote at $107,377. As the current cost estimate exceeds the budgeted amount, the Community Development Department will allocate an additional $18,877 from the Community Development Department's Operating Budget to fund the office remodel. Staff is seeking approval of execution for the piggyback continuing services agreements for general contractor services for minor projects under $300,000 and approval to issue a purchase order to Doug Wilson Enterprises, Inc. along with authorization for the City Manager or designee to execute all necessary documents or purchase orders. If Agenda Item Renuires Exaenditure of Funds: Budgeted Amount: $88,500 Total Cost: $107,377 Funds to Be Utilized for Appropriation: Community Development Department Operating Budget Attachments: 1. Resolution R-24-29 for piggyback of contract 2. 8-KOI, Inc City of Sebastian Piggyback Agreement 101 of 287 3. Doug Wilson Enterprises, Inc. City of Sebastian Piggyback Agreement 4. Heard Construction, Inc City of Sebastian Piggyback Agreement 5.Ovation Construction Company, LLC City of Sebastian Piggyback Agreement 6.24-11-RFQ Community Development Office Remodel - Phase I Tab Sheet Administrative Services Department Review: -fit City Attorney Revi Procurement Division Review, if applicable: City Manager Authorization: 41 / Date: 102 of 287 RESOLUTION NO. R-24-29 A RESOLUTION OF THE CITY OF SEBASTIAN, FLORIDA, APPROVING A PIGGYBACK CONTRACT WITH 8-KOI, INC., DOUG WILSON ENTERPRISES, INC., HEARD CONSTRUCTION, INC., AND OVATION CONSTRUCTION COMPANY, LLC FOR GENERAL CONTRACTOR SERVICES FOR MINOR PROJECTS UNDER $300,000 AND IN SUBSTANTIAL CONFORMITY WITH THE AGREEMENT ATTACHED HERETO AND MADE A PART HERE OF AS "EXHIBIT A"; ADOPTION OF RECITALS; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, pursuant to Chapter 287, Florida Statutes and City Code of Ordinances Section 2-10, whenever advantageous to the City, the City may utilize bids that have been awarded or under contract by the state, county or other governmental agencies; and WHEREAS, 8-KOI, Inc., Doug Wilson Enterprises, Inc., Heard Construction., Inc., and Ovation Construction Company, LLC have an existing contract with the School Board of Brevard County, Florida effective through December 11, 2026 (with up to one (1) optional two (2) year renewal period), the same being attached hereto as Attachments "A - D") that the City of Sebastian is seeking to piggyback for the purchase of general contractor services for minor projects under $300,000; and WHEREAS, the City finds it is in the City's best interest to enter into agreements to contract between 8-KOI, Inc., Doug Wilson Enterprises, Inc., Heard Construction., Inc., and Ovation Construction Company, LLC and The School Board of Brevard County, Florida for the purchase of general contractor services for minor projects under $300,000 when advantageous to the City. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEBASTIAN, FLORIDA: SECTION 1. RECITALS. The above recitals are hereby found to be true and correct Pagel of 3 103 of 287 and are hereby adopted as the legislative intent of the City of Sebastian, Florida. SECTION 2. AUTHORIZATION. The City of Sebastian, Florida hereby authorizes the piggyback contract referenced above for the purchase of services specified in this Resolution, and authorizes the Mayor or his designee and the City Clerk, as attesting witness, on behalf of the City to issue purchase orders to 8-KOI, Inc., Doug Wilson Enterprises, Inc., Heard Construction., Inc., and Ovation Construction Company, LLC. in an amount not to exceed $15,000, for the purchase of general contractor services for minor projects under $300,000 and in substantial conformity with the City's supplemental agreements attached hereto as Attachments "A — D." SECTION 3. CONFLICTS. If any section, sentence, phrase, word, or portion of this Resolution is determined to be invalid, unlawful or unconstitutional, said determination shall not be held to invalidate or impair the validity, force or effect of any other section, sentence, phrase, word, or portion of this Resolution not otherwise determined to be invalid, unlawful, or unconstitutional. SECTION 4. SCRIVENER'S ERRORS. Sections of this Resolution may be renumbered or re -lettered and corrections of typographical errors which do not affect the intent may be authorized by the City Manager or designee, without need of further action by the City Council by filing a corrected copy of same with the City Clerk. SECTION 5. EFFECTIVE DATE. This Resolution shall become effective immediately upon adoption by the City Council. The foregoing Resolution was passed for adoption by Council Member , was seconded by Council Member , and upon being put to a vote, the vote was as follows: 2 104 of 287 Mayor Dodd Vice Mayor Dixon Council Member Jones Council Member McPartlan Council Member Nunn The Mayor thereupon declared this Resolution duly passed and adopted this day of 2024. ATTEST: CITY COUNCIL OF THE CITY OF SEBASTIAN, FLORIDA Ed Dodd, Mayor Approved as to form and Legality: Jeanette Williams, City Clerk Jennifer Cockcroft, Esq., City Attorney 3 105 of 287 DocuSign Envelope ID: BAOC9BO6-3A63A2DE-B173-18A1E4AOD1A2 PIGGYBACK AGREEMENT FOR SERVICES BETWEEN THE CITY OF SEBASTIAN AND 8-KOI. INC. THIS AGREEMENT is made and entered into on , 2024 by the City of Sebastian, a municipal corporation of the State of Florida, (hereinafter referred to as "CITY") and 8-KOI, Inc., (hereinafter "VENDOR"). WHEREAS, the School Board of Brevard County has previously entered into a contract with Vendor to provide General Contractor Services for Minor Projects Under $300,000 on December 12, 2023 (attached as Exhibit A hereto); and WHEREAS, the City of Sebastian wishes to enter into alike contract with Vendor under the same terms and applicable conditions as that prior agreement entered into by the School Board of Brevard County to provide General Contractor Services for Minor Projects Under $300,000 and other related tasks as may be assigned by the City; and WHEREAS, Chapter 287, Florida Statutes and purchasing procedures of the City of Sebastian grant the authority to piggyback the purchase of goods and services as a form inter- governmental cooperative purchasing in which a public purchaser requests competitive sealed bids, enters into a contract, and arranges, as part of the contract, for other public purchasing units to purchase from the selected vendor under the same terms and conditions as itself in order to take advantage of the better pricing that large purchasers are able to obtain in order to reduce administrative time and costs involved in the procurement process (i.e., cost of preparing bid specifications, advertising, etc.); and WHEREAS, the City of Sebastian has determined that in this circumstance, piggybacking onto a contract entered into by the School Board of Brevard County is the most economically advantageous way to procure these goods and services. NOW THEREFORE, in consideration of the mutual covenants, terms, and provisions contained herein, the parties agree as follows: 1. TERM The initial term shall be for three years expiring on December 11, 2026. This Agreement may be renewed for one (1) additional two (2) year period, if the renewal option is exercised by the School Board of Brevard County. 2. GENERAL PROVISIONS All other terms and conditions of the contract and any amendments thereto entered into between the School Board of Brevard County and Vendor referenced above will be applicable to this agreement unless specified herein. 106 of 287 DocuSign Envelope ID: BAOC9BO6-3A63-42DE-6173-18A1E4AOD1A2 3. NOTICES All notices and demands shall be sent U.S. Certified Mail, return receipt to: VENDOR: Inga I. Young, President 8-KOI, INC. P.O. Box 410068 Melbourne, FL 32941 4. PUBLIC RECORDS IF THE CONTRACTOR HAS CITY: Brian Benton, City Manager City of Sebastian 1225 Main Street Sebastian, FL 32958 QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT JEANETTE WILLIAMS, THE CUSTODIAN OF PUBLIC RECORDS AT 772-388-8215 OR EMAIL JWILLIAMSna,CITYOFSEBASTIAN.ORG CITY OF SEBASTIAN, 1225 MAIN STREET, SEBASTIAN, FLORIDA 32958 Vendor agrees to comply with public records laws, specifically to: A. Keep and maintain public records required by the public agency to perform the service. B. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. D. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. 107 of 287 DocuSign Envelope ID: BAOC9B06-3A63-42DE-B173-18A1E4AOD1A2 IN WITNESS WHEREOF, the parties hereto have through their duly authorized representatives, approved and executed this Agreement as of the date set forth below. ATTEST: �DocuSigned by: I�taYi(rja T�V1 s �- tl / btll: t JtAl:tlA4UA... ATTEST: Jeanette Williams, MMC City Clerk For the use and reliance of the City of Sebastian only. Approved as to form and legal sufficiency. Jennifer D. Cockcroft, Esq. City Attorney 8-KOI, Inc. rB bocuS igned by: lti.I�A. (�blAln.i� Ingal- oung,President Date: 4/15/2024 1 8:33:49 AM PDT CITY OF SEBASTIAN, FL LIM Brian Benton, City Manager Date: 108 of 287 DocuSign Envelope ID: BAOC9BO6-3A6342DE-B173-18A1E4AOD1A2 EXHIBIT A The School Board of Brevard Countv. Florida Aereement with 8-KOI. Inc. 109 of 287 DocuSign Envelope ID: BAOC9BO6-3A63-42DE-B173-18A1E4AOD1A2 RFP# 24-172-P-HD Board Approved: 'N-00--N ",4\ B revardl Public � Schools \ 1 �l AGREEMENT BETWEEN OWNER AND GENERAL CONTRACTOR FOR MINOR PROJECTS UNDER $300,000.00 This AGREEMENT is made as of the date of Board Approval, between THE SCHOOL BOARD OF BREVARD COUNTY, FLORIDA, (hereinafter called the "Owner') and, 8-KOI, INC., hereinafter called the "Contractor", for services in connection with minor projects at various sites under S300,000.00. OWNER: The School Board of Brevard County (Name and address) 2700 Judge Fran Jamieson Way Viera, FL 32940-6601 CONTRACTOR: 8-KOI. Inc. (Name and address) P.O. Box 410068 Melbourne, FL. 32941 PROJECT: GENERAL CONTRACTOR SERVICES FOR MINOR PROJECTS UNDER S300,000.00 In consideration of the mutual covenants and obligations contained herein, Owner and Contractor agree as set forth herein. Page 1 of 37 110 of 287 DocuSign Envelope ID: BAOC9806-3A63-42DE-B173-18A1E4AOD1A2 ARTICLE 1 GENERAL PROVISIONS 1.1 SCOPE 1.1.1 DESCRIPTION OF SERVICES Contractor shall perform General Contractor Services on an as -needed basis at various locations throughout the Brevard County School District pursuant to Chapter 1013, Florida Statutes; State Requirements for Educational Facilities; Rule 6A-2.0010, Florida Administrative Code; and School Board Rules, for the use of The School Board of Brevard County, Florida (School Board). Contractor shall provide all material, equipment, tools and labor necessary to complete the Work described and reasonably inferable from the Contract Documents. 1.1.2 TERM The term of this Agreement shall be from the date of Board Approval for an initial three (3) year term, unless terminated as provided herein, or extended by supplement to this Agreement. This Agreement shall have the option to renew, with such option to be exercised by written agreement of the parties, for one (1) additional two (2) year period. iW41074:1G111063k,14� 1.2.1 CONTRACT DOCUMENTS The Contract Documents are enumerated in the Agreement Between the Owner and Contractor (hereinafter the "Agreement" or the "Contract Documents") and consist of the Agreement, RFP #, and Addenda (inclusive of final negotiated pricing), Project Work Request Form, Drawings, Specifications, Modifications, and Contractor's Project Quote (Category One Projects) or Bid Proposal (Category Two Projects). 1.2.2 INITIAL DECISION MAKER The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2. 1.2.3 PROJECT The Project is the total construction described in the Work Authorization of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner and by separate contractors. 1.2.4 DRAWINGS The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams. 1.2.5 SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. Sections of Article 1 — General Requirements govern and supersede all other sections of the Specifications. 1.2.6 WORK The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project. 1.2.7 PROJECT WORK REQUEST Owner developed document provided to Contractor for each Project to be undertaken which outlines the work location, estimated project budget, scope of work, and criteria for project pricing/bidding. Page 2 of 37 1 1 1 of 287 DocuSign Envelope ID: BAOC9Bo6-3A63-42DE-B173-18A1E4AOD1A2 1.2.8 CATEGORY ONE PROJECTS Projects less than or equal to $3,000.00 (or the dollar amount as modified by School Board policy), Owner staff may choose any one (1) of the awarded firms to perform the work. The Contractor shall prepare an independent written estimate of the labor and materials required for the completion of the project as identified in the Project Work Request in compliance with Section 9.1.1 of this Agreement. 1.2.9 CATEGORY TWO PROJECTS Projects greater than $3,000.00 (or the dollar amount as modified by School Board policy), and less than $300,000.00, Owner staff will send a Project Work Request to all of the awarded firms, the firms will submit a written quote to the Owner staff and the Owner will award the project to the firm with the lowest responsive, responsible written quote in compliance with Section 9.1.2 of this Agreement. 1.2.10 LOCATION OF SERVICES Performance of services required by this Agreement will be conducted at various School Board owned facilities throughout Brevard County as identified in the Project Work Authorization. 1.3 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS 1.3.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. In the event of a conflict or inconsistency in or among the Contract Documents, the Contractor shall, unless directed otherwise in writing by the Owner, provide the greatest quantity, highest quality, highest degree of safety, and most stringent material, equipment or Work. In such cases, the appropriate scope of said Work, shall be determined by the Architect/Engineer in consultation with the Owner. Failure to report a conflict in the Contract Documents shall be deemed evidence that the Contractor has elected to proceed in the manner called for above. 1.3.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. 1.3.3 The Contract Documents shall also include, by reference, the latest edition/revision in effect as of the date of the Project Work Request of: Owner's "Design Standards" and all applicable local, state and national building codes and related codes such as, but not limited to; Florida Building Code, Florida Fire Prevention Code, Florida Plumbing Code, Florida Mechanical Code, Florida Accessibility Code, National Electrical Code and State Requirements for Educational Facilities (SREF). ARTICLE 2 OWNER 2.1 GENERAL 2.1.1 The Owner, The School Board of Brevard County, is the entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in the Project Work Request a representative who shall have authority to represent the Owner with respect to all matters requiring the Owner's representation. The Architect or Engineer do not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER 2.2.1 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. Page 3 of 37 112 of 287 DocuSign Envelope ID: BAOC9Bo6-3A6342DE-B173-18A1E4AOD1A2 2.2.2 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. 2.2.3 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's control and necessary to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor's written request for such information or services. The Contractor shall, within twenty-one (21) days of receipt of any information furnished by the Owner pursuant to this paragraph, exercise reasonable and professional customary care to verify and confirm the accuracy of the information so furnished. In case of any inaccuracies, the Contractor shall promptly notify the Owner, who shall correct any such inaccuracies. Failure to notify the Owner within the twenty-one (21) day period shall act to bar any claims by the Contractor arising from the inaccuracy or any such information. 2.2.4 Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor one (1) copy of the Contract Documents for purposes of making reproductions. 2.3 OWNER'S RIGHT TO STOP THE WORK If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3. 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven (7) day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Architect/Engineer's additional services and expenses made necessary by such default, neglect or failure. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. ARTICLE 3 CONTRACTOR 3.1 GENERAL 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Contractor shall hold a Certified General or Building contractors license issued by the State of Florida Construction Industry Licensing Board according to Chapter 489, Florida Statutes. The license must remain valid for the full term of this Agreement. 3.1.2 The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters under this Agreement. The term "Contractor" means the Contractor or the Contractor's authorized representative. 3.1.3 The Contractor shall perform the Work in accordance with the Contract Documents. 3.1.4 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect/Engineer in the Architect/Engineer's administration Page 4 of 37 113 of 287 DocuSign Envelope ID: BAOC9BO6-3A63-42DE-B173-18A1E4AOD1A2 of the Agreement, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR 3.2.1 Submittal of a response to the Project Work Request by the Contractor is a representation that the Contractor has carefully examined the Contract Documents, has visited the site, become thoroughly familiar with the nature and location of the Work, the conditions of the site as they exist, and the character of the operations to be carried out under the Contract Documents, including all existing site conditions, access to the site, physical characteristics of the site and surrounding areas, and all matters that affect the Work, or its performance. Because of such examinations and investigations, the Contractor further represents that he thoroughly understands the Contract Documents. The Contractor further represents that it will abide by all applicable codes, ordinances, laws, regulations, and rules as they apply to the Work. Claims for additional time or additional compensation because of the Contractor's failure to familiarize itself with all local conditions and the Contract Documents will not be permitted. 3.2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.2.3, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Architect/Engineer and to the Owner any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect/Engineer or the Owner may require. It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents. 3.2.2.1 The accuracy of grades, elevations, dimensions, or locations of existing conditions is not guaranteed by the Architect/Engineer or the Owner. The Contractor is responsible for verifying same. If the Contractor performs construction activity when the Contractor knows, or should know in exercise in reasonable diligence, that an activity involves an error, inconsistency, or omission in the Contract Documents, the Contractor shall assume appropriate responsibility for such performance and shall bear an appropriate amount of the costs attributable for correction. 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly report to the Architect/Engineer and the Owner any nonconformity discovered by or made known to the Contractor. If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect/Engineer issues in response to the Contractor's notices or requests for information pursuant the Contractor shall make Claims as provided in Article 15. 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for, and have control over, construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract. The Contractor shall review any specified or recommended construction or installation procedure, including those recommended by manufacturers, and shall advise the Architect/Engineer: (1) if, in the Contractor's opinion, the procedure deviates from good construction practice; or (2) if following the procedure will affect any warranties, including the Contractor's general warranty; or (3) of any objections the Contractor may have to the procedure; or (4) if the Contractor proposes any alternative procedure which the Contractor is willing to warrant. Page 5 of 37 114 of 287 DocuSign Envelope ID: BAOC9B06-3A63-420E-B173-18A1E4AOD1A2 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for, or on behalf of, the Contractor or any of its Subcontractors, and for any damages, losses, costs, and expenses resulting from such acts or omissions. 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. 3.4 LABOR AND MATERIALS 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. 3.4.2 Except in the case of minor changes in the Work jointly authorized by the Architect/Engineer and Owner in accordance with Sections 3.12.8 or 7.4, the Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect/Engineer and in accordance with a Change Order or Construction Change Directive. 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. 3.5 WARRANTY 3.5.1 The Contractor warrants to the Owner and Architect/Engineer that materials and equipment furnished under the Agreement will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements will be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect/Engineer or Owner, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. The Contractor shall assign to the Owner all warranties and guarantees of manufacturers, Subcontractors, and others related to the Work. 3.5.2 The General Contractor shall promptly correct improper work, without cost to the Owner, within twenty-four (24) hours after receipt of notification of such faulty labor or workmanship. If the General contractor fails to correct the defects within twenty-four (24) hours, the Owner shall be entitled to have such work remedied and the General Contractor shall be fully liable for all costs and expenses reasonable, incurred by the Owner. Payments in full or otherwise do not constitute a waiver of this guarantee. The guarantee period shall be effective for one (1) year or as outlined in the Contract Documents 3.6 TAXES 3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor that are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. 3.6.2 The Contractor recognizes that Owner is a political subdivision of the State of Florida and as such is entitled to direct purchase materials in order to save the state sales tax. Contractor shall provide Owner with a list of items that may be eligible for sales tax savings prior to purchasing these materials. In the event Owner opts to make Owner -direct purchases, the tax savings shall be accrued in a Sales Tax Savings Account. Materials provided under this Sales Tax Savings program by the Contractor shall be based on Page 6 of 37 115 of 287 DocuSign Envelope ID: BAOC8B06-3A63-42DE-B173-18A1E4AOD1A2 the actual prices quoted by the General contractor for the materials used plus the percentage markup proposed in the RFP response. The Sales Tax Savings Account shall be for the benefit of Owner only. Owner is the sole recipient of any sales tax savings and may use money generated by the savings for reduction of the Project cost, increases in the scope of Work, or any other purpose Owner so desires without extending the schedule. If any funds remain in the Sales Tax Savings Account at the completion of the Project, the Project cost shall be reduced by Change Order to return all unused Sales Tax Savings to Owner. 3.7 PERMITS, FEES, NOTICES, AND COMPLIANCE WITH LAWS 3.7.1 The Contractor shall secure, and the Owner shall pay for, the building permit. The Contractor shall secure as well as pay for other permits, fees, licenses, and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. If the Contractor fails to give such notices, it shall be liable for and shall indemnify and hold harmless the Owner and the Architect/Engineer and their respective employees, officers and agents, against any resulting fines, penalties, judgments or damages, imposed on or incurred by the parties indemnified hereunder. 3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs, damages, losses, and expenses attributable to correction. 3.7.4 Concealed or Unknown Conditions. If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, the Contractor shall promptly provide notice to the Owner and the Architect/Engineer before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Architect/Engineer will promptly investigate such conditions and, if the Architect/Engineer determines that they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Architect/Engineer determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect/Engineer shall promptly notify the Owner and Contractor in writing, stating the reasons. If either party disputes the Architect/Engineer's determination or recommendation, that party may proceed as provided in Article 15. Information shown on the Drawings as to the location of existing utilities has been prepared from the most reliable data available to the Architect/Engineer. The Owner and the Architect/Engineer do not guarantee this information, and it shall be the Contractor's responsibility to verify the location, character and depth of existing utilities. The Contractor shall help the utilities companies, by every means possible to verify said locations and the locations of recent additions to the system not shown. 3.9 SUPERINTENDENT 3.9.1 The Contractor shall employ a competent superintendent and if required by the Project Scope necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. 3.9.2 The Contractor, as part of the response to the Project Work Request, shall furnish in writing to the Owner and the Architect/Engineer the name and qualifications of a proposed superintendent. Page 7 of 37 116 of 287 DocuSign Envelope ID: BAOC9806-3A6342DE-B173-18A1E4AOD1A2 3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Architect/Engineer has made reasonable and timely objection. The Contractor shall not change the superintendent without the Owner's consent, which shall not unreasonably be withheld or delayed. 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES 3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and Arch itect/Engineer's information a Contractor's construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals not less than monthly as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. 3.10.2 The Contractor shall prepare a submittal schedule, promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, and shall submit the schedule(s) for the Architect/Engineer's approval. The Architect/Engineer's approval shall not unreasonably be delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor's construction schedule, and (2) allow the Architect/Engineer reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to and approved by the Owner and Architect/Engineer. 3.11 DOCUMENTS AND SAMPLES AT THE SITE The Contractor shall maintain at the site for the Owner one copy of the Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to the Architect/Engineer and shall be delivered to the Architect/Engineer before the date of Substantial Completion (with the exception of underground utilities, which shall be submitted to the Architect/Engineer within thirty (30) days of completion of the utility work) for submittal to the Owner upon completion of the Work as a record of the Work as constructed. The Contractor shall maintain all approved permit drawings and documents at the site and make them accessible to inspectors, the Architect/Engineer, and the Owner at all times while the Work is in progress. Such documents shall be delivered to the Architect/Engineer before final payment. 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub -subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. The Contractor shall not submit any shop drawing that is merely a tracing or other copy of any of the Contract Documents. Each shop drawing shall be prepared by the Contractor, or a subcontractor or supplier of the Contractor and shall be submitted according to the project specifications. 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. 3.12.3 Samples are physical examples that illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. Their purpose is to demonstrate the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the Architect/Engineer is subject to the limitations of Page 8 of 37 117 of 287 DocuSign Envelope ID: BAOC9B06-3A6342DE-8173-18A1E4AOD1A2 Section 4.2.7. Informational submittals upon which the Architect/Engineer is not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Architect/Engineer without action. 3.12.5 If required in the Project Work Request the Contractor shall review for compliance with the Contract Documents, approve and submit to the Architect/Engineer Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents in accordance with the submittal schedule approved by the Architect/Engineer or, in the absence of an approved submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. 3.12.6 By submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents to the Owner and Architect/Engineer that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Arch itect/Engineer. 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect/Engineer's approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect/Engineer in writing of such deviation at the time of submittal and (1) the Arch!tect/Engineer has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect/Engineer's approval thereof. 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Architect/Engineer on previous submittals. In the absence of such written notice, the Arch itect/Engineer's approval of a resubmission shall not apply to such revisions. 3.13 USE OF SITE The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. The Contractor acknowledges the ongoing operations of the Owner and agrees to coordinate the Work with the Owner and conduct the Work in a manner which minimizes or eliminates any adverse impact on the Owner. 3.14 CUTTING AND PATCHING 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. All areas requiring cutting, fitting and patching shall be restored to the condition existing prior to the cutting, fitting and patching, unless otherwise required by the Contract Documents. 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. Page 9 of 37 118 of 287 DocuSign Envelope ID: BAOC9BO6-3A63-42DE-B173-18A1E4AOD1A2 3.15 CLEANING UP 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus materials from and about the Project. 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and Owner shall be entitled to reimbursement from the Contractor. 3.16 ACCESS TO WORK The Contractor shall provide the Owner and Architect/Engineer access to the Work in preparation and progress wherever located. 3.18 INDEMNIFICATION 3.18.1 In accordance with Section 725.06(2), Florida Statutes, the Contractor agrees to indemnify, hold harmless, and defend the School Board of Brevard County, its officers and employees, from liabilities, damages, losses and costs, including but not limited to, reasonable attorney's fees to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of Contractor and persons employed or utilized by the Contractor in the performance of this Agreement. ARTICLE 4 ARCHITECT/ENGINEER 4.1 GENERAL 4.1.1 The Owner shall retain an Architect/Engineer lawfully licensed to practice architecture/engineering or an entity lawfully practicing architecturelengineering in the State of Florida. That person or entity is identified as the ArchitectEngineer in the Agreement and is referred to throughout the Contract Documents as if singular in number. 4.1.2 Duties, responsibilities and limitations of authority of the Architect/Engineer as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect/Engineer. Consent shall not be unreasonably withheld. 4.2 ADMINISTRATION OF THE CONTRACT 4.2.1 The Architect/Engineer will provide administration of the Contract as described in the Contract Documents and will be an Owner's representative during construction until the date the ArchitecUEngineer issues the final Certificate For Payment. The Architect/Engineer will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. 4.2.2 The Architect/Engineer will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Work is in accordance with the Contract Documents. However, the Architect/Engineer will not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the Work. The Architect/Engineer will not have control over, charge of, or responsibility for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents. 4.2.3 On the basis of the site visits, the Architect/Engineer will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner (1) known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor, and (2) defects and deficiencies observed in the Work. The Arch itectEngineer will not be responsible for Page 10 of 37 119 of 287 DocuSign Envelope ID: BAOCSB06-3A63.42DE-B173-18A1E4AOD1A2 the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect/Engineer will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. 4.2.4 COMMUNICATIONS FACILITATING CONTRACT ADMINISTRATION Except as otherwise provided in the Contract Documents, or when direct communications have been specifically authorized, the Owner and Contractor shall endeavor to communicate through the Architect/Engineer about matters arising out of or relating to the Contract. Communications by and with the Architect/Engineer's consultants shall be through the Architect/Engineer. Communications by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with separate contractors shall be through the Owner. 4.2.5 Based on the Architect/Engineer's evaluations of the Contractor's Applications for Payment, the Architect/Engineer will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. 4.2.6 The Architect/Engineer jointly with the Owner has authority to reject Work that does not conform to the Contract Documents. Whenever the Architect/Engineer considers it necessary or advisable, the Architect/Engineer jointly with the Owner will have authority to require inspection or testing of the Work in accordance with Sections 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect/Engineer nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect/Engineer to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. 4.2.7 The Architect/Engineer will review and approve, or take other appropriate action upon, the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect/Engineer's action will be taken in accordance with the submittal schedule approved by the Architect/Engineer or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect/Engineer's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect/Engineer's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5 and 3.12. The Arch itect/Engineer's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect/Engineer, of any construction means, methods, techniques, sequences or procedures. The Architect/Engineer's approval of a specific item shall not indicate approval of an assembly of which the item is a component. 4.2.8 The Architect/Engineer will prepare Change Orders and Construction Change Directives, and may jointly with the Owner authorize minor changes in the Work as provided in Section 7.4. The Architect/Engineer will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. 4.2.9 The Architect/Engineer jointly with the Owner will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion pursuant to Section 9.8; receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10; and issue a final Certificate for Payment pursuant to Section 9.10. 4.2.10 The Architect/Engineer will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Page 11 of 37 120 of 287 DocuSign Envelope ID: BAOCgBO6-3A63-42DE-B773-18A1E4AOD1A2 Architect/Engineer's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. 4.2.11 Interpretations and decisions of the Architect/Engineer will be consistent with the intent of, and reasonably inferable from, the Contract Documents and will be in writing or in the form of drawings. 4.2.14 The Architect/Engineer will review and respond to requests for information about the Contract Documents. The Architect/Engineer's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect/Engineer will prepare and issue supplemental Drawings and Specifications in response to the requests for information. ARTICLE 5 SUBCONTRACTORS 5.1 DEFINITIONS 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. 5.1.2 A Sub -subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub -subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub -subcontractor or an authorized representative of the Sub -subcontractor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK 5.2.1 The Contractor, with the Project Work Request response shall furnish in writing to the Owner the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Architect/Engineer and Owner may jointly reply within 14 days to the Contractor in writing stating (1) whether the Owner or the Architect/Engineer has reasonable objection to any such proposed person or entity or (2) that the Architect/Engineer requires additional time for review. Failure of the Owner or Architect/Engineer to reply within the 14 day period shall constitute notice of no reasonable objection. 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect/Engineer has made reasonable objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. 5.2.3 If the Owner or Architect/Engineer has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect/Engineer has no reasonable objection. 5.2.4 The Contractor shall not substitute a Subcontractor, person or entity previously selected if the Owner or Architect/Engineer makes reasonable objection to such substitution. 5.3 SUBCONTRACTUAL RELATIONS By appropriate written agreement, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents, assumes toward the Owner and Architect/Engineer. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect/Engineer under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has Page 12 of 37 121 of 287 DocuSign Envelope ID: BAOC9BO6-3A63-42DE-B173-18A1E4AOD1A2 against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub -subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors shall be similarly required to make copies of applicable portions of such documents available to their respective proposed Sub -subcontractors. 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner, provided that 5.4.1.1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor in writing; and 5.4.1.2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor's rights and obligations under the subcontract. 5.4.2 Upon such assignment, if the Work has been suspended for more than thirty (30) days, the Subcontractor's compensation shall be equitably adjusted for increases in direct costs resulting from the suspension and that are not due to any breach of contract or negligence of the Subcontractor or its employees. 5.4.3 Upon such assignment to the Owner under this Section 5.4, the Owner may further assign the subcontract to a successor contractor or other entity. 5.4.4 Any assignment made under this section shall not relieve the Contractor of its duties and responsibilities under this Contract nor shall any assignment be deemed a waiver by the Owner of any action or claims which it could assert against the Contractor. 5.5 OWNER PAYMENTS TO SUBCONTRACTORS 5.5.1 In case of any default hereunder by the Contractor, that is not the fault of a Subcontractor, the Owner may make direct payment to the Subcontractor, less appropriate retainage. In that event, the amount so paid the Subcontractor shall be deducted from the payments to the Contractor. 5.5.2 Nothing contained herein shall create any obligation by the Owner to make any payments to any Subcontractor and no payment by the Owner to any Subcontractor shall create any obligation to make any further payments to any Subcontractor. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS 6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Article 15. Page 13 of 37 122 of 287 DocuSign Envelope ID: BAOC9BO6-3A63-42DE-B173-18A1E4AOD1A2 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner -Contractor Agreement. 6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules and performance requirements. The Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner until subsequently revised. 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights that apply to the Contractor under the Conditions of the Contract. 6.2 MUTUAL RESPONSIBILITY 6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Architect/Engineer apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable. 6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a separate contractor because of the Contractor's delays, improperly timed activities or defective construction. The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a separate contractor's delays, improperly timed activities, damage to the Work or defective construction. 6.2.4 The Contractor shall promptly remedy damage the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5. 6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. 6.3 OWNER'S RIGHT TO CLEAN UP If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK 7.1 GENERAL 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. Page 14 of 37 123 of 287 DocuSign Envelope ID: BAOC91306-3A63-42DE-B173-18A1E4AOD1A2 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor and Architect/Engineer; a Construction Change Directive requires agreement by the Owner and Architect/Engineer and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be jointly issued by the Architect/Engineer and Owner. 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. 7.1.4 For changes in the Work which include work by the Contractor and Subcontractors, the labor rates and the fixed markup percentages which were established as part of the response to this RFP shall be utilized. 7.2 CHANGE ORDERS 7.2.1 A Change Order is a written instrument prepared jointly by the Architect/Engineer and Owner and signed by the Contractor, Owner and Architect/Engineer stating their agreement upon all of the following: 7.2.1.1 The change in the Work; 7.2.1.2 The amount of the adjustment, if any, in the Contract Sum; and 7.2.1.3 The extent of the adjustment, if any, in the Contract Time. 7.3 CONSTRUCTION CHANGE DIRECTIVES 7.3.1 A Construction Change Directive is a written order prepared jointly by the Architect/Engineer and Owner and signed by the Owner and Architect/Engineer, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly. 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: 7.3.3.1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation. The lump sum proposal shall be itemized for the various components of the Work, segregated by labor, materials, equipment, in a detailed format identifying unit quantities and unit prices, satisfactory to Owner. The Contractor will provide its itemized lump sum proposal and similar proposals for any Subcontractors and Sub - subcontractors; 7.3.3.2 Unit prices stated in the Contract Documents or subsequently agreed upon; 7.3.3.3 Cost to be determined in a manner agreed upon by the parties and a percentage fee established in the Agreement for the Contractor, or 7.3.3.4 As provided in Section 7.3.7. 7.3.4 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. 7.3.5 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Architect/Engineer, in writing, of the Contractor's agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. Page 15 of 37 124 of 287 DocuSign Envelope ID: BAOCSBO6-3A63.42DE-B773-18A1E4AOD1A2 7.3.6 A Construction Change Directive signed by the Contractor indicates the Contractor's agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. 7.3.7 If the Contractor does not respond within fourteen (14) days, or disagrees with the adjustment in the Contract Sum, the Owner shall determine the method and the adjustment on the basis the net increase or decrease in the cost of the Work attributable to the change, including, in case of an increase in the Contract Sum, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Architect/Engineer and the Owner may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.7 shall be limited to the following: 7.3.7.1 Costs of labor, as defined in the Agreement; 7.3.7.2 Costs of materials, supplies and equipment, as defined in the Agreement; 7.3.7.3 Rental costs of machinery and equipment, as defined in the Agreement. 7.3.7.4 Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect/Engineer. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase or decrease, if any, with respect to that change. 7.3.9 When the Owner and Contractor agree with a determination made by the Architect/Engineer concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Architect/Engineer will prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. 7.4 MINOR CHANGES IN THE WORK The Architect/Engineer and Owner have joint authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes will be effected by written order signed by the Architect/engineer and Owner and shall be binding on the Contractor. ARTICLE 8 TIME 8.1 DEFINITIONS 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents and identified on the Project Work Request for Substantial Completion of the Work. 8.1.2 The date of commencement of the Work is the date established in the Notice to Proceed. 8.1.3 The date of Substantial Completion is the date jointly certified by the Architect/Engineer and Owner in accordance with Section 9.8. 8.1.4 The term "day' as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. 8.2 PROGRESS AND COMPLETION 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By submitting a response to the Project Work Request the Contractor confirms that the Contract Time is a reasonable period for performing the Work. Page 16 of 37 125 of 287 DocuSign Envelope ID: BAOC9BO6-3A63-42DE-B173-18A1E4AOD1A2 8.2.2 The Contractor shall not, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. 8.3 DELAYS AND EXTENSIONS OF TIME 8.3.1 If the Contractor is materially delayed at any time in the commencement or progress of the Work by a wrongful act or neglect of the Owner or Architect/Engineer, or of an employee of either, or of a separate contractor employed by the Owner; or by changes ordered in the Work; or by labor disputes not caused by wrongful or unlawful acts of Contractor, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor's control; or by other causes that the Owner determines may justify delay, then the Contract Time may be extended by Change Order for such reasonable time as the Owner may determine. 8.3.2 Except as provided in Sections 3.7.4 and 10.3.3. an extension of time as defined above, shall be the Contractor's exclusive remedy in the event of such a delay, no matter how or by whom caused. Contractor further specifically acknowledges that it shall have no claim for increase in the Contract Sum or damages of any kind because of any delays whatsoever to all or any part of the Work whether foreseen or unforeseen, and whether caused by any person's hindrance or active interference. 8.3.3 Claims relating to time shall be made in accordance with applicable provisions of Article 15. 8.3.4 The Owner will schedule furniture and equipment deliveries based on the construction schedule. The Contractor shall be responsible for all costs to the Owner for storage, double handling, re -shipping, and extended general conditions costs of delayed furniture and equipment installations due to the Contractor's not meeting schedule completion dates. ARTICLE 9 PAYMENTS AND COMPLETION 9.1 CONTRACT SUM The Contract Sum established through the contractor's response to the Project Work Authorization, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. 9.1.1 CATEGORY ONE PROJECTS Projects estimated by the Owner at less than or equal to $3,000.00 (or the dollar amount as modified by School Board policy). The Owner's Representative may choose any one of the awarded Contractors to perform the Work. The Contractor shall provide an estimate response to the Owner outlining in detail the costs to perform the Work described in the Construction Documents and related Project Work Request. The estimate shall match all awarded hourly rates and mark-up percentages included as Exhibit A to this agreement. In addition, the Contractor's Overhead and Profit are limited to a total of fifteen (15) percent. The Contractor shall provide bid tab sheets for each major trade illustrating bid coverage acceptable to the Owner and a Schedule of Values for the estimate. The Purchase Order will be issued as a "Guaranteed Maximum Price" purchase. 9.1.2 CATEGORY TWO PROJECTS Projects estimated by the Owner at more than $3,000 (or the dollar amount as modified by School Board policy) and less than or equal to $300,000.00. The Owner's Representative will distribute the Project Work Request form to all of the Contractors selected under RFP #. The Contractors shall provide a written lump sum quote with a Schedule of Values to the Owner based on the schedule identified in the Project Work Page 17 of 37 126 of 287 DocuSign Envelope ID: BAOC9B06-3A6342DE-8173-18A1E4AOD1A2 Request. The Owner will award the Project to the Contractor with the lowest responsive, responsible quote and the Purchase Order will be issued as a "Lump Sum " purchase. 9.2 SCHEDULE OF VALUES Where the Contract is based on a Guaranteed Maximum Price (Category One Project) or Lump Sum (Category Two Project), the Contractor shall submit to the Architect/Engineer, as part of the pricing submittal, a Schedule of Values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Architect/Engineer and Owner may require. This schedule, unless objected to by the Architect/Engineer or Owner, shall be used as a basis for reviewing the Contractor's Applications for Payment. 9.3 APPLICATIONS FOR PAYMENT 9.3.1 The Contractor shall submit to the Architect/Engineer an itemized Application for Payment prepared in accordance with the most recently approved Schedule of Values for completed portions of the Work. Such application shall be notarized and supported by such data substantiating the Contractor's right to payment as the Owner or Architect/Engineer may require, such as copies of requisitions from Subcontractors and material suppliers, and shall reflect retainage per Section 9.4.3. 9.3.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or material supplier, unless such Work has been performed by others whom the Contractor intends to pay. 9.3.3 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. Payment for materials and equipment stored on the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest. 9.3.4 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. 9.4 CERTIFICATES FOR PAYMENT 9.4.1 The Architect/Engineer will, within seven (7) days after receipt of the Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect/Engineer determines is properly due, or notify the Contractor and Owner in writing of the Architect/Engineer's reasons for withholding certification in whole or in part as provided in Section 9.5.1. 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect/Engineer to the Owner, based on the Architect/Engineer's evaluation of the Work and the data comprising the Application for Payment, that, to the best of the Architect/Engineer's knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect/Engineer. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment will not be a representation that the Architect/Engineer has (1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) made examination to Page 18 of 37 127 of 287 DocuSlgn Envelope ID: BAOC9806-3A63-42DE-B173-18A1E4AOD1A2 ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 9.4.3 RETAINAGE ON PROGRESS PAYMENTS 9.4.3.1 Owner shall withhold from each progress payment made to the Contractor ten (10) percent of the payment as retainage until fifty (50) percent completion of services. After fifty (50) percent completion the Owner may reduce to five (5) percent the amount of retainage withheld from each subsequent progress payment made to the Contractor. Fifty (50) percent completion shall be determined as the point at which the Owner has expended fifty (50) percent of the total cost of the construction services purchased as identified in the contract together with all costs associated with existing change orders and other additions or modifications for the construction services provided for in the contract. Retainage shall not be held on Owner Direct Purchases. 9.4.3.2 After fifty (50) percent completion of the construction services the Contractor may present to the Owner a payment request for up to one-half of the retainage held by the Owner. If jointly approved by the Architect/Engineer and Owner, the Owner shall make prompt payment to the Contractor. If the Owner's retainage payment under this subsection is attributable to the labor, services, or materials supplied by one or more subcontractors or suppliers the Contractor shall timely remit payment of such retainage to those subcontractors and suppliers. 9.4.3.3 The Owner may release at any point all, or any portion of any retainage withheld which is attributable to the labor, services, or materials supplied by the Contractor or by one or more subcontractors or suppliers. If the Owner's retainage payment under this subsection is attributable to the labor, services, or materials supplied by one or more subcontractors or suppliers the Contractor shall timely remit payment of such retainage to those subcontractors and suppliers. 9.4.3.4 Upon Substantial Completion of the entire Work or, if applicable, any portion of the Work, Owner shall release to Contractor all retained amounts relating, as applicable, to the entire Work or completed portion of the Work, less an amount equal to the reasonable value of all remaining or incomplete items of Work as noted in the Certificate of Substantial Completion and all Liquidated Damages and other damages for which Owner determines Contractor is liable. 9.5 DECISIONS TO WITHHOLD CERTIFICATION 9.5.1 The Architect/Engineer will withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Arch itect/Engineer's opinion the representations to the Owner required by Section 9.4.2 cannot be made. If the Architect/Engineer is unable to certify payment in the amount of the Application, the Architect/Engineer will notify the Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect/Engineer cannot agree on a revised amount, the Architect/Engineer will promptly issue a Certificate for Payment for the amount for which the Architect/Engineer is able to make such representations to the Owner. The Architect/Engineer may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect/Engineer's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.3.2, because of 9.5.1.1 defective Work not remedied; 9.5.1.2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor; 9.5.1.3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment; 9.5.1.4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; 9.5.1.5 damage to the Owner or a separate contractor; Page 19 of 37 128 of 287 DocuSign Envelope ID: BA0C9B06-3A63.42DE-B173-18A1E4A0D1A2 9.5.1.6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or 9.5.1.7 repeated failure to carry out the Work in accordance with the Contract Documents. 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. 9.5.3 If any claim is made or filed with or against the Owner, the Project, or the Premises by any person claiming that the Contractor or Subcontractor or other person under it has failed to make payment for any labor, services, materials, equipment, taxes, or other items or obligations furnished or incurred for or concerning the Work, or if at any time there shall be evidence of such nonpayment or of any claim or lien for which, if established, the Owner might become liable and which is chargeable to the Contractor, or if the Contractor or any Subcontractor or other person under it causes damage to the Work or to any other work on the Project, if the Contractor fails to perform or is otherwise in default under any of the terms or provisions of the Contract Documents, the Architect/Engineer shall withhold certification, and the Owner shall have the right to retain from any payment then due or afterwards to become due an amount that the Owner shall deem sufficient to (1) satisfy, discharge, and/or defend against any such claim or lien or any action that may be brought or judgment that may be recovered thereon, (2) make good any such nonpayment, damage, failure, or default and (3) compensate the Owner for and indemnify it against all losses, liability, damages, costs, and expenses which may be sustained or incurred by the Owner in connection therewith. The Owner shall have the right to apply and charge against the Contractor so much of the amount retained as may be required for the foregoing purposes. If such amount is insufficient therefore, the Contractor shall be liable for the difference and pay the same to the Owner. 9.6 PROGRESS PAYMENTS 9.6.1 After the Architect/Engineer has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents. 9.6.2 The Contractor shall pay each Subcontractor no later than seven (7) days after receipt of payment from the Owner the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub -subcontractors in a similar manner. 9.6.3 The Architect/Engineer will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect/Engineer and Owner on account of portions of the Work done by such Subcontractor. 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and material and equipment suppliers amounts paid by the Owner to the Contractor for subcontracted Work. If the Contractor fails to furnish such evidence within seven (7) days, the Owner shall have the right to contact Subcontractors to ascertain whether they have been properly paid. Neither the Owner nor Architect/Engineer shall have an obligation to pay or to see to the payment of money to a Subcontractor, except as may otherwise be required by law. 9.6.5 Contractor payments to material and equipment suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. 9.7 NOT USED Page 20 of 37 129 of 287 DocuSign Envelope ID: BAOC9B06-3A63-42DE-B173-18A1E4AOD1A2 9.8 SUBSTANTIAL COMPLETION 9.8.1 Substantial Completion is the stage in the progress of the Work when all required occupancy permits have been issued and the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect/Engineer a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. 9.8.3 Upon receipt of the Contractor's list, the Architect/Engineer and Owner jointly will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the inspection discloses any item, whether or not included on the Contractor's list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Arch itect/Engineer. In such case, the Contractor shall then submit a request for another inspection by the Architect/Engineer to determine Substantial Completion. 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect/Engineer will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. 9.9 PARTIAL OCCUPANCY OR USE 9.9.1 The Owner may occupy or use any completed portion of the Work at any stage when such partial occupancy is designated in the Contract Documents. Such partial occupancy or use may only commence when the portion is substantially complete and provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect/Engineer as provided under Section 9.8.2. 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Architect/Engineer shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. 9.10 FINAL COMPLETION AND FINAL PAYMENT 9.10.1 Upon receipt of the Contractor's written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect/Engineer jointly with the Owner will promptly make such inspection and, when the Architect/Engineer and Owner finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect/Engineer will Page 21 of 37 130 of 287 DocuSign Envelope ID: BAOC9BO6-3A63-42DE-B773-18A1E4AOD1A2 promptly issue a final Certificate for Payment stating that to the best of the Architect/Engineer's knowledge, information and belief, and on the basis of the Architect/Engineer's on -site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect/Engineer's final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect/Engineer (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least thirty (30) days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.10.3 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from 9.10.1.1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; 9.10.1.2 failure of the Work to comply with the requirements of the Contract Documents; or 9.10.1.3 terms of special warranties required by the Contract Documents. 9.10.1.4 latent defects appearing during or beyond the warranty period. 9.10.4 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. 9.10.5 The Contractor shall submit to the Architect/Engineer and the Owner final affidavits and unconditional waivers of liens, in form and substance satisfactory to the Owner from the Contractor, Subcontractor, and Sub -subcontractor and material suppliers. On request of the Owner, the Contractor shall provide any additional information or documentation necessary under the then existing mechanic's lien laws. 9.10.6 Unless otherwise agreed to by the Owner, Final Completion of the Project shall be achieved no later than thirty (30) days following the date of Substantial Completion. 9.11 LIQUIDATED DAMAGES If the Contractor neglects, fails, or refuses to complete the Work within the time specified in a Project Work Request or an Estimate or as properly extended by the Owner, then the Contractor does hereby agree, as part considerations for awarding of this Contract, to pay the Owner a minimum sum of two -hundred (200) dollars for each and every calendar day that the Contractor shall delay after the time stipulated in the Purchase Order/Notice to Proceed as the required date of Substantial Completion or Final Completion, not as a penalty but as liquidated damages for breach of the contract as set forth herein. The liquidated damages amount will be identified on a project by project basis. Page 22 of 37 131 of 287 DocuSign Envelope ID: BAOC9BO6-3A63-42DE-B173-18A1E4AOD1A2 ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY 10.1 SAFETY PRECAUTIONS AND PROGRAMS The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Agreement. 10.2 SAFETY OF PERSONS AND PROPERTY 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to 10.2.1.1 employees on the Work and other persons who may be affected thereby; 10.2.1.2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub -subcontractors; and 10.2.1.3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. 10.2.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Agreement, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. 10.2.4 When use or storage hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub -subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3, except damage or loss attributable to acts or omissions of the Owner or Architect/Engineer or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Section 3.18. 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect/Engineer. 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. 10.2.8 INJURY OR DAMAGE TO PERSON OR PROPERTY If either party suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts such party is legally responsible, written notice of such injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding twenty-one (21) days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. Page 23 of 37 132 of 287 DocuSign Envelope ID: BAOC9BO6-3A6342DE-B173-18A1E4AOD1A2 10.3 HAZARDOUS MATERIALS 10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner and Architect/Engineer in writing. 10.3.2 Upon receipt of the Contractor's written notice, the Owner shall obtain the services of a environmental consulting firm to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to cause it to be remediated as required by applicable law. Unless otherwise required by the Contract Documents, and if requested in writing by the Contractor, the Owner shall furnish in writing to the Contractor and Architect/Engineer the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. When the material or substance has been remediated as required by applicable law, or appropriate governmental approvals have been obtained, Work in the affected area shall resume upon written agreement of the Owner and Contractor. By Change Order, the Contract Time shall be extended appropriately. 10.3.3 The Owner shall not be responsible under this Section 10.3 for materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents. The Owner shall be responsible for materials or substances required by the Contract Documents, except to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. 10.3.4 The Contractor shall indemnify the Owner for the cost and expense the Owner incurs (1) for remediation of a material or substance the Contractor brings to the site and negligently handles, or (2) where the Contractor fails to perform its obligations under Section 10.3.1. 10.3.5 The Contractor agrees that: (1) no hazardous substances, wastes or materials (collectively "hazardous materials") will be brought onto the Site by the Contractor, any Subcontractor, Sub - subcontractor or any person or entity for whom any of them is responsible, except as required by the Contract Documents or otherwise required for the Work and in full compliance with applicable laws, (2) no asbestos containing material, lead -based paint or other hazardous materials will be incorporated into the Work, and (3) without the Owner's prior written consent, no underground or above ground storage tanks will be placed on the Site. In the event any suspected hazardous materials are encountered at the Site during the conduct of the Work, the Contractor shall (a) stop the Work in the area where suspected hazardous materials are encountered until receipt of notification from the Owner the Work shall proceed, (b) promptly notify the Owner of such encounter and consult with the Owner, and (c) take all reasonable precautions in accordance with applicable law to prevent or contain the movement, spread or disturbance of such hazardous materials and to protect all persons and property. To the fullest extent allowed by law, the Contractor shall indemnify and hold harmless the Owner for any liability, damages and expenses including attorney's fees, resulting from a breach of this paragraph 10.3.5. 10.4 EMERGENCIES In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Article 15 and Article 7. ARTICLE 11 INSURANCE AND BONDS 11.1 CONTRACTOR'S LIABILITY INSURANCE Page 24 of 37 133 of 287 DocuSign Envelope ID: BAOC91306-3A63-42DE-B173-18AIE4A0D1A2 11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the State of Florida such insurance as will protect the Contractor and the Owner from claims set forth below which may arise out of or result from the Contractor's operations and completed operations under the Agreement and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: 11.1.1.1 Claims under workers' compensation, disability benefit and other similar employee benefit acts that are applicable to the Work to be performed; 11.1.1.2 Claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor's employees; 11.1.1.3 Claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor's employees; 11.1.1.4 Claims for damages insured by usual personal injury liability coverage; 11.1.1.5 Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom; 11.1.1.6 Claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; 11.1.1.7 Claims for bodily injury or property damage arising out of completed operations; and 11.1.1.8 Claims involving contractual liability insurance applicable to the Contractor's obligations under Section 3.18. 11.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits of liability specified in the Contract Documents or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims -made basis, shall be maintained without interruption from the date of commencement of the Work until the date of final payment and termination of any coverage required to be maintained after final payment, and, with respect to the Contractor's completed operations coverage, until the expiration of the period for correction of Work or for such other period for maintenance of completed operations coverage as specified in the Contract Documents. 11.1.2.1 The Contractor will provide before commencement of work, and attach to this agreement, a certificate(s) evidencing such insurance coverage to the extent listed in .1 to .4 below. The Owner reserves the right to be named as an additional insured or to reject such coverage and terminate this agreement if coverage is determined to be inadequate or insufficient. The Contractor will carry and maintain as a minimum the following coverage from insurance carriers that maintain a rating of "A" or better and a financial size category of "VII" or higher according to the A. M. Best Company. Such certificates must contain a provision for notification to the Board thirty (30) days in advance of any material change in coverage or cancellation. This is applicable for the procurement and delivery of products, goods, or services furnished to or for the Owner and any of its ancillary schools, departments, or organizations. 11.1.2.1.1 Commercial General Liability Insurance: Negligence including Bodily Injury & Property per Occurrence $1,000,000 General Aggregate $2,000,000 11.1.2.1.2 Automobile Liability: Negligence Including Bodily Injury & Property Damage per Occurrence $ 500,000 Combined Single Limit per Occurrence $1,000,000 11.1.2.1.3 Workers' Compensation/Employer's Liability: W.C. Limit Required Statutory Limits E.L. Each Accident $1,000,000 E.L. Disease — Each Employee $1,000,000 E.L. Disease — Policy Limit $1,000,000 Page 25 of 37 134 of 287 DocuSign Envelope ID: BAOC9BO6-3A63-42DE-B173-18A1E4AOD1A2 11.1.2.1.4 Professional Liability Insurance/Environmental Liability/Cyber Liability (as applicable) (Errors &Omissions): For services, goods or projects that will not exceed $1,000,000 in value over a year. Each Claim $ 250,000 Annual Aggregate $ 500,000 For services, goods orprojects that will exceed $1,000,000 in value overa year. Each Claim $1,000,000 Annual Aggregate $2,000,000 11.1.2.1.5 Product Liability and/or Completed Operations Insurance: Negligence Including Bodily Injury & Property Damage $1,000,000 Products — Completed Operations Aggregate $2,000,000 Workers' Compensation Exemption forms will not be accepted. All entities or individuals are required to purchase a Workers' Compensation insurance policy. The Contractor shall either cover any Subcontractors on its policy or require the Subcontractors to obtain coverage to meet these requirements and file appropriate forms with the Owner. 11.2 PERFORMANCE BOND AND PAYMENT BOND 11.2.1 The Owner shall have the right to require the Contractor to furnish bonds in form and substance satisfactory to the Owner, covering faithful performance of the Agreement and payment of obligations arising thereunder as stipulated in the Project Work Request. 11.2.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Agreement, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. 11.2.3 Subcontractors and Sub -subcontractors at the discretion of the Owner may be required to obtain and provide performance and labor and material payment bonds, issued in an amount and form and by sureties reasonably acceptable to the Owner and naming the Contractor as obligee and Owner as assignee. The Owner shall from time to time and at any time have the right to increase or decrease the value of subcontracts requiring such bonds. 11.2.3.1 Subcontractors and Sub -subcontractors shall furnish bonds covering faithful performance of Subcontractors and payment of obligations arising by them which shall be in the form and substance satisfactory to the Owner. Bonds may be obtained through the Subcontractors' and Sub -subcontractors' usual sources and the cost of them shall be included in the Subcontractors and Sub -subcontractors Sum. Each bond's amount shall be equal to 100 percent of the Subcontractors and Sub -subcontractors Sum. 11.2.3.2 Subcontractors and Sub -subcontractors shall deliver the required bonds to the Contractor prior to the commencement of the Work. 11.2.3.3 The Subcontractors and Sub -subcontractors shall require the attorneys -in -fact who execute the required bonds for the sureties to affix thereto certified and current copies of the power of attorney. 11.2.3.4 Contractor will submit copies of all Subcontractor and sub -subcontractor bonds to the Owner. Page 26 of 37 135 of 287 DocuSign Envelope ID: BAOC9BO6-3A63-42DE-B173-18A1E4AOD1A2 11.2.4 With the consent of the Owner, the Contractor may provide a Sub -guard bond protection program for Subcontractors in lieu of requiring Subcontractors and Sub -Subcontractors to provide payment and performance bonds ARTICLE 12 UNCOVERING AND CORRECTION OF WORK 12.1 UNCOVERING OF WORK 12.1.1 If a portion of the Work is covered contrary to the Architect/Engineer's request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by the Architect/Engineer, be uncovered for the Arch itect/Engineer's examination and be replaced at the Contractor's expense without change in the Contract Time or the Contract Sum. 12.1.2 If a portion of the Work has been covered that the Architect/Engineer has not specifically requested to examine prior to its being covered, the Architect/Engineer and the Owner may jointly request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner's expense. If such Work is not in accordance with the Contract Documents, such costs and the cost of correction shall be at the Contractor's expense. 12.2 CORRECTION OF WORK 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION The Contractor shall promptly correct Work rejected by the Architect/Engineer or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Architect/Engineer's services and expenses made necessary thereby, shall be at the Contractor's expense. 12.2.2 AFTER SUBSTANTIAL COMPLETION 12.2.2.1 In addition to the Contractor's obligations under Section 3.5, if, within one (1) year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor, at the Contractor's expense, shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one (1) year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor but not any other remedy available to the Owner. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect/Engineer, the Owner may correct it in accordance with Section 2.4. 12.2.2.2 The one (1) year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by one (1) additional year. 12.2.2.3 Defective work corrected by the Contractor shall be warranted for an additional period of one (1) year. 12.2.3 The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. Page 27 of 37 136 of 287 DocuSign Envelope ID: BAOC9806-3A63A2DE-B173-18A1E4AOD1A2 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors caused by the Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract Documents. 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents. Establishment of the one- year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. 12.3 ACCEPTANCE OF NONCONFORMING WORK If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS 13.1 SCHOOL SECURITY Contractor acknowledges and understands that the goods and services contemplated by this Agreement that are delivered to or performed on school grounds, which may at various times be occupied by students, teachers, parents and school administrators. Accordingly, in order to secure the schools; protect students and staff, and otherwise comply with applicable law, the Contractor agrees to the following provisions and agrees that the failure of the respondent to comply with any of these provisions may result in the termination of this contract by the Owner: 13.1.1 UNAUTHORIZED ALIENS The Owner considers the employment of unauthorized aliens by the Contractor, or any of awarded firm's sub -contracted Firms, a violation of the Immigration and Naturalization Act. The Contractor shall certify that no unauthorized aliens are working on the project site at any time. If it is determined that an unauthorized alien is working on the Project, the Contractor shall immediately take all steps necessary to remove such unauthorized alien from the property and the project. 13.1.2 POSSESSION OF FIREARMS In accordance with Section 790.115, Florida Statutes, the possession of firearms will not be tolerated on School District property. No person, who has a firearm in their vehicle, may park their vehicle on the Owner's property. Furthermore, no person may possess or bring a firearm on the Owner's property. If any employee/independent contractor of the Contractor, or any of its sub -contractors, is found to have brought a firearm(s) on to the Owner's property, said employee/ independent contractor of the Contractor shall be immediately removed and terminated from the project by the Contractor. If sub -contractor fails to terminate said employee/ independent contractor of the Contractor, the Contractor shall terminate its agreement with the sub -contractor. If the awarded Contractor fails to terminate said employee/ independent contractor of the Contractor or fails to terminate the agreement with sub -contractor who fails to terminate said employee/ independent contractor of the Contractor, the Owner may terminate this Agreement. "Firearm" means any weapon (including a starter gun or antique firearm) which will, is designed to, or may readily be converted to expel a projectile by the action of an explosive; the frame or receiver of any such weapon; any destructive devise, or any machine gun. Powder actuated construction nailers and fasteners are excluded from this definition. Page 28 of 37 137 of 287 DocuSign Envelope ID: BAOCSBO6-3A63-42DE-B173-18A1E4AOD1A2 13.1.3 CRIMINAL ACTS Employment on the project by the Contractor, or any of its sub -contractors, of any employee, or independent contractor of the Contractor, with any prior convictions of any crimes against children, crimes of violence or crimes of moral turpitude will not be tolerated. If it is determined that any person with such criminal history is on the project site, the Contractor agrees to take all steps necessary to remove such person from the project. The Owner shall have the right to terminate this Agreement if the Contractor does not comply with this provision. 13.1.4 POSSESSION/USE/UNDER THE INFLUENCE OF MIND ALTERING SUBSTANCES Possession/use and/or being under the influence of any illegal mind altering substances, such as, but not limited to alcohol and/or substances delineated in Chapter 893, Florida Statutes, by the Contractor's employee/ independent contractor of the Contractor or its sub -contractor's employees/ independent contractor of the sub -contractor, will not be tolerated on the Owner's property. If any employee/ independent contractor of the Contractor is found to have brought and/or used or is under the influence of any illegal mind altering substances as described above on the Owner's property, said employee/ independent contractor of the Contractor shall be removed and terminated from the project by the Contractor. If a sub -contractor fails to terminate said employee/ independent contractor of the sub -contractor, the agreement with the sub -contractor for the project shall be terminated by the Contractor. If the Contractor fails to terminate said employee/independent contractor of the Contractor or fails to terminate the agreement with the sub -contractor who fails to terminate said employee/ independent contractor of the sub -contractor, the Owner may terminate this Agreement. 13.1.5 COMPLIANCE WITH THE JESSICA LUNSFORD ACT Florida Statutes require that all persons or entities entering into contracts with the School Boards/School Districts/Charter Schools who may have personnel who will be on school grounds when students may be present, or who will have contact with students shall comply with the level 2 screening requirements of the Statute and School District Standards. The required level 2 screening includes fingerprinting that must be conducted by the Owner. Any individual who fails to meet the screening requirements shall not be allowed on school grounds. Failure to comply with the screening requirements will be considered a material default of this Agreement. 13.1.6 E-VERIFY. Under Executive Order 11-116, and Section 448.095, Fla. Stat., effective July 1, 2020, Contractor shall use the U.S. Agency of Homeland Security's E-Verify system, https:He- verify.uscis.gov/emp, to verify the employment eligibility of all employees hired during the term of this Agreement. Contractor shall also require all subcontractors performing work under this Agreement to use the E-Verify system for any employees they may hire during the term of this Agreement. Contractor must provide evidence of compliance with 448.095, Fla. Stat by January 1, 2021. Evidence may consist of, but is not limited to, providing notice of Contractor's E-Verify number. Failure to comply with this provision is a material breach of the Agreement, and BPS may choose to terminate the Agreement at its sole discretion. Contractor may be liable for all costs associated with BPS securing the same services, inclusive, but not limited to, higher costs for the same services and rebidding costs (if necessary). 13.2 SUCCESSORS AND ASSIGNS The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to covenants, agreements and obligations contained in the Contract Documents. Neither party to the Agreement shall assign the Agreement as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Agreement. 13.3 WRITTEN NOTICE Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by Page 29 of 37 138 of 287 DocuSign Envelope ID: BAOC9BO6-3A63-42DE-B173-18A1E4AOD1A2 registered or certified mail or by courier service providing proof of delivery to, the last business address known to the party giving notice. 13.4 AS BUILT DOCUMENTS At the completion of each Project the Contractor shall promptly provide the Owner with "As Builts" per industry standards showing all aspects of the installation on Auto CAD in .DWG, .PDF, and .TIF formats. If the site already has CAD drawings available, the General Contractor shall update them as requested by the Owner. 13.5 TESTS AND INSPECTIONS 13.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect/Engineer timely notice of when and where tests and inspections are to be made so that the Architect/Engineer may be present for such procedures. 13.5.2 If the Architect/Engineer, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Section 13.5.1, the Architect/Engineer will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect/Engineer of when and where tests and inspections are to be made so that the Architect/Engineer may be present for such procedures. Such costs, except as provided in Section 13.5.3, shall be at the Owner's expense. 13.5.3 If such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedures and compensation for the Architect/Engineer's services and expenses shall be at the Contractor's expense. 13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect/Engineer. 13.5.5 If the Architect/Engineer is to observe tests, inspections or approvals required by the Contract Documents, the Architect/Engineer will do so promptly and, where practicable, at the normal place of testing. 13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. 13.6 TOBACCO FREE The Owner (School Board) is a Tobacco free District. Tobacco and tobacco products are prohibited on any of the Owner's properties in accordance with Section 386.212, Florida Statutes. 13.7 RECORDS AND RIGHTS TO AUDIT The Contractor shall maintain such financial records and other records as may be prescribed by the Owner or by applicable federal and state laws, rules, and regulations. The Contractor shall retain these records for a period of five (5) years after final payment, or until they are audited by the Owner, whichever event occurs first. These records shall be made available during the term of the Agreement and the subsequent five (5) year period for examination, transcription, and audit by the Owner, its designees, or other entities authorized by law. 13.8 FORCE MAJEURE The Owner and the Contractor will exercise every reasonable effort to meet their respective obligations as Page 30 of 37 139 of 287 DocuSign Envelope ID: BAOC9B06-3A63-42DE-B173-18A1E4AOD1A2 outlined in this Agreement, but shall not be liable for delays resulting from force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any Government law or regulation, acts of God, acts or omissions of the other party, Government acts or omissions, fires, strikes, national disasters, wars, riots, transportation problems and/or any other cause whatsoever beyond the reasonable control of the parties. Any such cause will extend the performance of the delayed obligation to the extent of the delay so incurred. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT 14.1 TERMINATION BY THE CONTRACTOR 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of sixty (60) consecutive days through no act or fault of the Contractor or a Subcontractor, Sub -subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, for any of the following reasons: 14.1.1.1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; 14.1.1.2 An act of government, such as a declaration of national emergency that requires all Work to be stopped; or 14.1.1.3 Because the Architect/Engineer has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4.1, or because the Owner has not made a required payment on a Certificate for Payment within the time stated in the Contract Documents. 14.1.2 The Contractor may terminate the Agreement if, through no act or fault of the Contractor or a Subcontractor, Sub -subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 14.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon seven (7) days' written notice to the Owner and Architect/Engineer, terminate the Contract and recover from the Owner payment for Work properly executed, including reasonable overhead and profit, and costs incurred by reason of such termination. 14.1.4 If all of the Work is stopped for a period of sixty (60) consecutive days through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor because the Owner has repeatedly failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven (7) additional days' written notice to the Owner and the Architect/Engineer, terminate the Agreement and recover from the Owner as provided in Section 14.1.3. 14.2 TERMINATION BY THE OWNER FOR CAUSE 14.2.1 The Owner may terminate the Agreement if the Contractor 14.2.1.1 refuses or fails to supply enough properly skilled workers or proper materials; 14.2.1.2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; 14.2.1.3 disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or 14.2.1.4 otherwise is guilty of material breach of a provision of the Contract Documents. 14.2.2 When any of the above reasons exist, the Owner may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven (7) days' written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: Page 31 of 37 140 of 287 DocuSign Envelope ID: BAOC91306-3A63-42DE-8173-18AIMODW 14.2.2.1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; 14.2.2.2 Accept assignment of subcontracts pursuant to Section 5.4; and 14.2.2.3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect/Engineer's services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Initial Decision Maker, upon application, and this obligation for payment shall survive termination of the Contract. The costs of finishing the Work include, without limitation, all reasonable attorney's fees, additional title costs, insurance, additional interest because of any delay in completing the Work, and all other direct and indirect costs, including, but not limited to, the loss of use of the Project incurred by the Owner because of the termination of the Contractor as stated herein. 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 14.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent 14.3.2.1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or 14.3.2.2 that an equitable adjustment is made or denied under another provision of the Agreement. 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE 14.4.1 The Owner may, at any time, terminate the Agreement for the Owner's convenience and without cause. 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Contractor shall 14.4.2.1 cease operations as directed by the Owner in the notice; 14.4.2.2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and 14.4.2.3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. 14.4.3 In case of such termination for the Owner's convenience, the Contractor shall be entitled to receive payment for Work executed, and costs actually and reasonably incurred by reason of such termination, but not for overhead or profit on the Work not performed. Page 32 of 37 141 of 287 DocuSign Envelope ID: BAOC9806-3A63-42DE-B173-18A1E4AOD1A2 ARTICLE 15 CLAIMS AND DISPUTES 15.1 CLAIMS 15.1.1 DEFINITION A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, or other relief with respect to the terms of the Agreement. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Agreement. The responsibility to substantiate Claims shall rest with the party making the Claim. 15.1.2 NOTICE OF CLAIMS Claims by either the Owner or Contractor must be initiated by written notice to the other party and to the Architect/Engineer, if the Architect/Engineer is not acting as the Initial Decision Maker. Claims by either party must be initiated within twenty-one (21) days after occurrence of the event giving rise to such Claim or within twenty-one (21) days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. The timely giving of written notice shall be a condition precedent to any entitlement to adjustment in the Contract Time or the Contract Sum. 15.1.3 CONTINUING CONTRACT PERFORMANCE Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Article 14, the Contractor shall proceed diligently with performance of the Agreement and the Owner shall continue to make payments in accordance with the Contract Documents. The Architect/Engineer will prepare Change Orders and issue Certificates for Payment in accordance with the decisions of the Initial Decision Maker. 15.1.4 CLAIMS FOR ADDITIONAL COST If the Contractor wishes to make a Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. 15.1.5 CLAIMS FOR ADDITIONAL TIME 15.1.5.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay, only one Claim is necessary. 15.1.5.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions at the project site were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the scheduled construction. 15.2.1 Claims, excluding those arising under Sections 10.3 and 10.4 shall be referred to the Initial Decision Maker for initial decision. The Architect/Engineer will serve as the Initial Decision Maker, unless otherwise indicated in the Project Work Request. Except for those Claims excluded by this Section 15.2.1, an initial decision shall be required as a condition precedent to mediation of any Claim arising prior to the date final payment is due, unless thirty (30) days have passed after the Claim has been referred to the Initial Decision Maker with no decision having been rendered. Unless the Initial Decision Maker and all affected parties agree, the Initial Decision Maker will not decide disputes between the Contractor and persons or entities other than the Owner. 15.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions: (1) request additional supporting data from the claimant or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Page 33 of 37 142 of 287 DocuSign Envelope ID: BAOC9BO6-3A63-42DE-B173-18A1E4AOD1A2 Initial Decision Maker concludes that, in the Initial Decision Maker's sole discretion, it would be inappropriate for the Initial Decision Maker to resolve the Claim. 15.2.3 In evaluating Claims, the Initial Decision Maker may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering a decision. The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense. 15.2.4 If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of such request, and shall either (1) provide a response on the requested supporting data, (2) advise the Initial Decision Maker when the response or supporting data will be furnished or (3) advise the Initial Decision Maker that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Initial Decision Maker will either reject or approve the Claim in whole or in part. 15.2.5 The Initial Decision Maker will render an initial decision approving or rejecting the Claim, or indicating that the Initial Decision Maker is unable to resolve the Claim. This initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) notify the parties and the Architect/Engineer, if the Architect/Engineer is not serving as the Initial Decision Maker, of any change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation. 15.2.6 Either party may file for mediation of an initial decision at any time, subject to the terms of Section 15.2.6.1. 15.2.6.1 Either party may, within thirty (30) days from the date of an initial decision, demand in writing that the other party file for mediation within sixty (60) days of the initial decision. If such a demand is made and the party receiving the demand fails to file for mediation within the time required, then both parties waive their rights to mediate or court proceedings with respect to the initial decision. 15.2.7 In the event of a Claim against the Contractor, the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor's default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. 15.2.8 If a Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. 15.3 MEDIATION 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Agreement except those waived as provided for in Sections 9.10.4, 9.10.5, and 15.1.6 shall be subject to mediation as a condition precedent to court proceedings. 15.3.2 The parties shall endeavor to resolve their Claims by mediation. A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed with the person or entity administering the mediation. 15.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. ARTICLE 16 FINAL DISPUTE RESOLUTION In the event the Owner and Contractor fail to resolve a dispute through mediation as provided in Article 15, either party may file an action in the appropriate Court of the 18th Judicial Circuit In and For Brevard County, Florida, to enforce this Agreement. Page 34 of 37 143 of 287 DocuSign Envelope ID: BAOC9BO6-3A63-42DE-B173-18A1E4AOD1A2 ARTICLE 17 PUBLIC RECORDS 17.1 PUBLIC RECORDS — IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, F.S., TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE OWNER'S CUSTODIAN OF PUBLIC RECORDS AT RECORDSREQUEST@BREVARDSCHOOLS.ORG, BREVARD COUNTY PUBLIC SCHOOLS, RECORDS MANAGEMENT, 2700 JUDGE FRAN JAMIESON WAY, VIERA, FLORIDA 32940, 321-633-1000 EXT 11453. 17.2 The Agreement is subject to and governed by the laws of the State of Florida, including without limitation Chapter 119, Florida Statutes, which generally makes public all records or other writings made by or received by the Parties. The Contractor acknowledges its legal obligation to comply with Section 119.0701, Florida Statutes. The Contractor shall keep and maintain public records, as that phrase is defined in the Florida Public Records Act, which would be required to be kept and maintained by the Owner in order to perform the scope of services. The Contractor shall comply with all requirements for retaining public records and shall transfer, at no cost to the Owner, all public records in the possession of the Contractor upon a request for such public records. See Section 119.0701(2)(b)4, Florida Statutes, for additional record keeping requirements. 17.3 A request to inspect or copy public records relating to the Owner's contract for services must be made directly to the Owner's Custodian of Public Records. If the Owner does not possess the requested records, the Owner's Custodian of Public Records shall immediately notify the Contractor of the request. The Contractor must provide a copy of the records to the Owner or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes. If the Contractor does not timely comply with the Owner's request for records, the Owner shall be able to sue for breach of contract and the prevailing party shall be entitled to attorney's fees. 17.4 Should the Contractor fail to provide the requested public records to the Owner within a reasonable time, the Contractor understands and acknowledges that it may be subject to penalties under Sections 119.0701(3)(c) and 119.10, Florida Statutes. 17.5 The Contractor shall not disclose public records that are exempt, or confidential and exempt, from public records disclosure unless specifically authorized by law for the duration of the agreement term and following the completion, expiration, or termination of same if the Contractor does not transfer the records to the Owner. Upon completion, expiration, or termination of the agreement, the Contractor shall transfer, at no cost to the Owner, all public records in its possession or keep and maintain public records required by the Owner to perform the services. If the Contractor transfers all public records to the Owner, the Contractor shall destroy any duplicate public records that are exempt, or confidential and exempt, from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion, expiration, or termination of the Agreement, the Contractor shall meet all applicable requirements for retaining public records and provide requested records to the Owner pursuant to the requirements of this section. All public records stored electronically must be provided to the Owner in a format that is compatible with the information technology systems of the Owner. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.1 Page 35 of 37 144 of 287 DocuSign Envelope ID: BAOC9BO6-3A6342DE-B173-18A1E4AOD1A2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth below. THE SCHOOL BOARD OF BREVARD COUNTY, FLORIDA: By: Megan Wright, Board Chair Date Approved: 12/12/2023 ATTEST (WITNESS): By: Mark Rendell, Ed.D., Superintendent Contractor Contact Name: Inqa I. Young Email Address: ivounq(@8-koi.com Phone Number: 321-802-6768 Page 36 of 37 8-KOI, INC. Young.Inga.I.OR D,g,Wysg-d ey Young 1.98 1.ORC30110429691D By: C3011042969.11D D.. 202111081049.33-0500' Print Name: Inga I. Young Title: President Date: 11 /08/23 ATTEST (WITNESS): By: Print Name: Uarocza Torres Title: 11 /08/2023 145 of 287 DocuSign Envelope ID: BAOC9BO6-3A63-42DE-B173-18A1E4AOD1A2 Exhibit A- Cateciory One Hourly Rates and Mark-up Percentages Billable Hourlv Rates: 1. Foreman: $92.50 2. Journeyman: $105.00 3. Helper: $75.00 4. Project Manager: $139.00 5. Estimator: $93.75 6. Equipment Operator $92.50 Markups: 7. Material Markup: 8. Subcontractor Markup 9. Equipment Rental Markup: 8-KOI, Inc. 14.5% (maximum 15%) 14.5% (maximum 15%) 14.5% (maximum 15%) Page 37 of 37 146 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 PIGGYBACK AGREEMENT FOR SERVICES BETWEEN THE CITY OF SEBASTIAN AND DOUG WILSON ENTERPRISES, INC. THIS AGREEMENT is made and entered into on , 2024 by the City of Sebastian, Florida, a municipal corporation of the State of Florida, (hereinafter referred to as "CITY") and Doug Wilson Enterprises, Inc. (hereinafter "VENDOR"). WHEREAS, the School Board of Brevard County has previously entered into a contract with Vendor to provide General Contractor Services for Minor Projects Under $300,000 on December 12, 2023 (attached as Exhibit A hereto); and WHEREAS, the City of Sebastian wishes to enter into a like contract with Vendor under the same terms and applicable conditions as that prior agreement entered into by the School Board of Brevard County to provide General Contractor Services for Minor Projects Under $300,000 and other related tasks as may be assigned by the City; and WHEREAS, Chapter 287, Florida Statutes and purchasing procedures of the City of Sebastian grant the authority to piggyback the purchase of goods and services as a form inter- governmental cooperative purchasing in which a public purchaser requests competitive sealed bids, enters into a contract, and arranges, as part of the contract, for other public purchasing units to purchase from the selected vendor under the same terms and conditions as itself in order to take advantage of the better pricing that large purchasers are able to obtain in order to reduce administrative time and costs involved in the procurement process (i.e., cost of preparing bid specifications, advertising, etc.); and WHEREAS, the City of Sebastian has determined that in this circumstance, piggybacking onto a contract entered into by the School Board of Brevard County is the most economically advantageous way to procure these goods and services. NOW THEREFORE, in consideration of the mutual covenants, terms, and provisions contained herein, the parties agree as follows: 1. TERM The initial term shall be for three years expiring on December 11, 2026. This Agreement may be renewed for one (1) additional two (2) year period, if the renewal option is exercised by the School Board of Brevard County. 2. GENERAL PROVISIONS All other terms and conditions of the contract and any amendments thereto entered into between the School Board of Brevard County and Vendor referenced above will be applicable to this agreement unless specified herein. 147 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 3. NOTICES All notices and demands shall be sent U.S. Certified Mail, return receipt to: VENDOR: Thomas Parker, President Doug Wilson Enterprises, Inc. 340 Manor Drive Merritt Island, FL 32952 4. PUBLIC RECORDS CITY: Brian Benton, City Manager City of Sebastian 1225 Main Street Sebastian, FL 32958 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT JEANETTE WILLIAMS, THE CUSTODIAN OF PUBLIC RECORDS AT 772-388-8215 OR EMAIL JWILLIAMSQCITYOFSEBASTIAN.ORG CITY OF SEBASTIAN, 1225 MAIN STREET, SEBASTIAN, FLORIDA 32958 Vendor agrees to comply with public records laws, specifically to: A. Keep and maintain public records required by the public agency to perform the service. B. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. D. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. 148 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 IN WITNESS WHEREOF, the parties hereto have through their duly authorized representatives, approved and executed this Agreement as of the date set forth below. ATTEST: �DocuSigned by: Kt,ln t t, �lwAwtbv'h ATTEST: Jeanette Williams, MMC City Clerk For the use and reliance of the City of Sebastian only. Approved as to form and legal sufficiency. Jennifer D. Cockcroft, Esq. City Attorney DOUG WILSON ENTERPRISES, INC. Dmuftned by: "�t,oN,as Pav�u^ Thomas Parker, President Date:4/15/2024 1 7:33:33 AM PDT CITY OF SEBASTIAN, FL Brian Benton, City Manager Date: 149 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 EXHIBIT A The School Board of Brevard Countv. Florida Agreement with Doug Wilson Enterprises. Inc. 150 of 287 DocuSign Envelope ID: F02BAE09-CE5E45F6-8449-E79BB4F18CA3 RFP# 24-172-P-HD Board Approved: Brev rd) Public Schools ItNi AGREEMENT BETWEEN OWNER AND GENERAL CONTRACTOR FOR MINOR PROJECTS UNDER $300,000.00 This AGREEMENT is made as of the date of Board Approval, between THE SCHOOL BOARD OF BREVARD COUNTY, FLORIDA, (hereinafter called the "Owner") and, DOUG WILSON ENTERPRISES, INC, hereinafter called the "Contractor", for services in connection with minor projects at various sites under $300,000.00. OWNER: The School Board of Brevard County (Name and address) 2700 Judge Fran Jamieson Way Viera, FL 32940-6601 CONTRACTOR: Doug Wilson Enterprises, Inc. (Name and address) 340 Manor Drive Merritt Island, FL. 32952-3739 PROJECT: GENERAL CONTRACTOR SERVICES FOR MINOR PROJECTS UNDER $300,000.00 In consideration of the mutual covenants and obligations contained herein, Owner and Contractor agree as set forth herein. Page 1 of 37 151 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 ARTICLE 1 GENERAL PROVISIONS 1.1 SCOPE 1.1.1 DESCRIPTION OF SERVICES Contractor shall perform General Contractor Services on an as -needed basis at various locations throughout the Brevard County School District pursuant to Chapter 1013, Florida Statutes; State Requirements for Educational Facilities; Rule 6A-2.0010, Florida Administrative Code; and School Board Rules, for the use of The School Board of Brevard County, Florida (School Board). Contractor shall provide all material, equipment, tools and labor necessary to complete the Work described and reasonably inferable from the Contract Documents. 1.1.2 TERM The term of this Agreement shall be from the date of Board Approval for an initial three (3) year term, unless terminated as provided herein, or extended by supplement to this Agreement. This Agreement shall have the option to renew, with such option to be exercised by written agreement of the parties, for one (1) additional two (2) year period. iWAN144NIH141:F 1.2.1 CONTRACT DOCUMENTS The Contract Documents are enumerated in the Agreement Between the Owner and Contractor (hereinafter the "Agreement" or the "Contract Documents") and consist of the Agreement, RFP #, and Addenda (inclusive of final negotiated pricing), Project Work Request Form, Drawings, Specifications, Modifications, and Contractor's Project Quote (Category One Projects) or Bid Proposal (Category Two Projects). 1.2.2 INITIAL DECISION MAKER The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2. 1.2.3 PROJECT The Project is the total construction described in the Work Authorization of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner and by separate contractors. 1.2.4 DRAWINGS The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams. 1.2.5 SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. Sections of Article 1 — General Requirements govern and supersede all other sections of the Specifications. 1.2.6 WORK The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project. 1.2.7 PROJECT WORK REQUEST Owner developed document provided to Contractor for each Project to be undertaken which outlines the work location, estimated project budget, scope of work, and criteria for project pricing/bidding. Page 2 of 37 152 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 1.2.8 CATEGORY ONE PROJECTS Projects less than or equal to $3,000.00 (or the dollar amount as modified by School Board policy), Owner staff may choose any one (1) of the awarded firms to perform the work. The Contractor shall prepare an independent written estimate of the labor and materials required for the completion of the project as identified in the Project Work Request in compliance with Section 9.1.1 of this Agreement. 1.2.9 CATEGORY TWO PROJECTS Projects greater than $3,000.00 (or the dollar amount as modified by School Board policy), and less than $300,000.00, Owner staff will send a Project Work Request to all of the awarded firms, the firms will submit a written quote to the Owner staff and the Owner will award the project to the firm with the lowest responsive, responsible written quote in compliance with Section 9.1.2 of this Agreement. 1.2.10 LOCATION OF SERVICES Performance of services required by this Agreement will be conducted at various School Board owned facilities throughout Brevard County as identified in the Project Work Authorization. fill8X910I IZ44WAlll"9I:T-Xi 1 TXOA •Z•Z�h51 ►�I 1.3.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. In the event of a conflict or inconsistency in or among the Contract Documents, the Contractor shall, unless directed otherwise in writing by the Owner, provide the greatest quantity, highest quality, highest degree of safety, and most stringent material, equipment or Work. In such cases, the appropriate scope of said Work, shall be determined by the Architect/Engineer in consultation with the Owner. Failure to report a conflict in the Contract Documents shall be deemed evidence that the Contractor has elected to proceed in the manner called for above. 1.3.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. 1.3.3 The Contract Documents shall also include, by reference, the latest edition/revision in effect as of the date of the Project Work Request of: Owner's "Design Standards" and all applicable local, state and national building codes and related codes such as, but not limited to; Florida Building Code, Florida Fire Prevention Code, Florida Plumbing Code, Florida Mechanical Code, Florida Accessibility Code, National Electrical Code and State Requirements for Educational Facilities (SREF). ARTICLE 2 OWNER 2.1 GENERAL 2.1.1 The Owner, The School Board of Brevard County, is the entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in the Project Work Request a representative who shall have authority to represent the Owner with respect to all matters requiring the Owner's representation. The Architect or Engineer do not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER 2.2.1 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. Page 3 of 37 153 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 2.2.2 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. 2.2.3 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's control and necessary to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor's written request for such information or services. The Contractor shall, within twenty-one (21) days of receipt of any information furnished by the Owner pursuant to this paragraph, exercise reasonable and professional customary care to verify and confirm the accuracy of the information so furnished. In case of any inaccuracies, the Contractor shall promptly notify the Owner, who shall correct any such inaccuracies. Failure to notify the Owner within the twenty-one (21) day period shall act to bar any claims by the Contractor arising from the inaccuracy or any such information. 2.2.4 Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor one (1) copy of the Contract Documents for purposes of making reproductions. 2.3 OWNER'S RIGHT TO STOP THE WORK If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3. 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven (7) day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Architect/Engineer's additional services and expenses made necessary by such default, neglect or failure. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. ARTICLE 3 CONTRACTOR 3.1 GENERAL 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Contractor shall hold a Certified General or Building contractors license issued by the State of Florida Construction Industry Licensing Board according to Chapter 489, Florida Statutes. The license must remain valid for the full term of this Agreement. 3.1.2 The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters under this Agreement. The term "Contractor" means the Contractor or the Contractor's authorized representative. 3.1.3 The Contractor shall perform the Work in accordance with the Contract Documents. 3.1.4 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect/Engineer in the Architect/Engineer's administration Page 4 of 37 154 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 of the Agreement, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR 3.2.1 Submittal of a response to the Project Work Request by the Contractor is a representation that the Contractor has carefully examined the Contract Documents, has visited the site, become thoroughly familiar with the nature and location of the Work, the conditions of the site as they exist, and the character of the operations to be carried out under the Contract Documents, including all existing site conditions, access to the site, physical characteristics of the site and surrounding areas, and all matters that affect the Work, or its performance. Because of such examinations and investigations, the Contractor further represents that he thoroughly understands the Contract Documents. The Contractor further represents that it will abide by all applicable codes, ordinances, laws, regulations, and rules as they apply to the Work. Claims for additional time or additional compensation because of the Contractor's failure to familiarize itself with all local conditions and the Contract Documents will not be permitted. 3.2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.2.3, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Architect/Engineer and to the Owner any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect/Engineer or the Owner may require. It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents. 3.2.2.1 The accuracy of grades, elevations, dimensions, or locations of existing conditions is not guaranteed by the Architect/Engineer or the Owner. The Contractor is responsible for verifying same. If the Contractor performs construction activity when the Contractor knows, or should know in exercise in reasonable diligence, that an activity involves an error, inconsistency, or omission in the Contract Documents, the Contractor shall assume appropriate responsibility for such performance and shall bear an appropriate amount of the costs attributable for correction. 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly report to the Architect/Engineer and the Owner any nonconformity discovered by or made known to the Contractor. If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect/Engineer issues in response to the Contractor's notices or requests for information pursuant the Contractor shall make Claims as provided in Article 15. 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for, and have control over, construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract. The Contractor shall review any specified or recommended construction or installation procedure, including those recommended by manufacturers, and shall advise the Architect/Engineer: (1) if, in the Contractor's opinion, the procedure deviates from good construction practice; or (2) if following the procedure will affect any warranties, including the Contractor's general warranty; or (3) of any objections the Contractor may have to the procedure; or (4) if the Contractor proposes any alternative procedure which the Contractor is willing to warrant. Page 5 of 37 155 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for, or on behalf of, the Contractor or any of its Subcontractors, and for any damages, losses, costs, and expenses resulting from such acts or omissions. 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. 3.4 LABOR AND MATERIALS 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. 3.4.2 Except in the case of minor changes in the Work jointly authorized by the Architect/Engineer and Owner in accordance with Sections 3.12.8 or 7.4, the Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect/Engineer and in accordance with a Change Order or Construction Change Directive. 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. 3.5.1 The Contractor warrants to the Owner and Architect/Engineer that materials and equipment furnished under the Agreement will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements will be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect/Engineer or Owner, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. The Contractor shall assign to the Owner all warranties and guarantees of manufacturers, Subcontractors, and others related to the Work. 3.5.2 The General Contractor shall promptly correct improper work, without cost to the Owner, within twenty-four (24) hours after receipt of notification of such faulty labor or workmanship. If the General contractor fails to correct the defects within twenty-four (24) hours, the Owner shall be entitled to have such work remedied and the General Contractor shall be fully liable for all costs and expenses reasonable, incurred by the Owner. Payments in full or otherwise do not constitute a waiver of this guarantee. The guarantee period shall be effective for one (1) year or as outlined in the Contract Documents 3.6 TAXES 3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor that are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. 3.6.2 The Contractor recognizes that Owner is a political subdivision of the State of Florida and as such is entitled to direct purchase materials in order to save the state sales tax. Contractor shall provide Owner with a list of items that may be eligible for sales tax savings prior to purchasing these materials. In the event Owner opts to make Owner -direct purchases, the tax savings shall be accrued in a Sales Tax Savings Account. Materials provided under this Sales Tax Savings program by the Contractor shall be based on Page 6 of 37 156 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 the actual prices quoted by the General contractor for the materials used plus the percentage markup proposed in the RFP response. The Sales Tax Savings Account shall be for the benefit of Owner only. Owner is the sole recipient of any sales tax savings and may use money generated by the savings for reduction of the Project cost, increases in the scope of Work, or any other purpose Owner so desires without extending the schedule. If any funds remain in the Sales Tax Savings Account at the completion of the Project, the Project cost shall be reduced by Change Order to return ail unused Sales Tax Savings to Owner. 3.7 PERMITS, FEES, NOTICES, AND COMPLIANCE WITH LAWS 3.7.1 The Contractor shall secure, and the Owner shall pay for, the building permit. The Contractor shall secure as well as pay for other permits, fees, licenses, and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. If the Contractor fails to give such notices, it shall be liable for and shall indemnify and hold harmless the Owner and the Architect/Engineer and their respective employees, officers and agents, against any resulting fines, penalties, judgments or damages, imposed on or incurred by the parties indemnified hereunder. 3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs, damages, losses, and expenses attributable to correction. 3.7.4 Concealed or Unknown Conditions. If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, the Contractor shall promptly provide notice to the Owner and the Architect/Engineer before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Architect/Engineer will promptly investigate such conditions and, if the Architect/Engineer determines that they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Architect/Engineer determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect/Engineer shall promptly notify the Owner and Contractor in writing, stating the reasons. If either party disputes the Architect/Engineer's determination or recommendation, that party may proceed as provided in Article 15. Information shown on the Drawings as to the location of existing utilities has been prepared from the most reliable data available to the Architect/Engineer. The Owner and the Architect/Engineer do not guarantee this information, and it shall be the Contractor's responsibility to verify the location, character and depth of existing utilities. The Contractor shall help the utilities companies, by every means possible to verify said locations and the locations of recent additions to the system not shown. kIP1411;I=10 Ulk i=RU]=1►ll 1 3.9.1 The Contractor shall employ a competent superintendent and if required by the Project Scope necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. 3.9.2 The Contractor, as part of the response to the Project Work Request, shall furnish in writing to the Owner and the Architect/Engineer the name and qualifications of a proposed superintendent. Page 7 of 37 157 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Architect/Engineer has made reasonable and timely objection. The Contractor shall not change the superintendent without the Owner's consent, which shall not unreasonably be withheld or delayed. 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES 3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and Architect/Engineer's information a Contractor's construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals not less than monthly as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. 3.10.2 The Contractor shall prepare a submittal schedule, promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, and shall submit the schedule(s) for the Arch itect/Engineer's approval. The Architect/Engineer's approval shall not unreasonably be delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor's construction schedule, and (2) allow the Architect/Engineer reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to and approved by the Owner and Architect/Engineer. 3.11 DOCUMENTS AND SAMPLES AT THE SITE The Contractor shall maintain at the site for the Owner one copy of the Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to the Architect/Engineer and shall be delivered to the Architect/Engineer before the date of Substantial Completion (with the exception of underground utilities, which shall be submitted to the Architect/Engineer within thirty (30) days of completion of the utility work) for submittal to the Owner upon completion of the Work as a record of the Work as constructed. The Contractor shall maintain all approved permit drawings and documents at the site and make them accessible to inspectors, the Architect/Engineer, and the Owner at all times while the Work is in progress. Such documents shall be delivered to the Architect/Engineer before final payment. 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub -subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. The Contractor shall not submit any shop drawing that is merely a tracing or other copy of any of the Contract Documents. Each shop drawing shall be prepared by the Contractor, or a subcontractor or supplier of the Contractor and shall be submitted according to the project specifications. 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. 3.12.3 Samples are physical examples that illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. Their purpose is to demonstrate the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the Architect/Engineer is subject to the limitations of Page 8 of 37 158 of 287 DocuSign Envelope ID: F02BAE09-CE5E45F6-8449-E79BB4F18CA3 Section 4.2.7. Informational submittals upon which the Architect/Engineer is not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Architect/Engineer without action. 3.12.5 If required in the Project Work Request the Contractor shall review for compliance with the Contract Documents, approve and submit to the Architect/Engineer Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents in accordance with the submittal schedule approved by the Architect/Engineer or, in the absence of an approved submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. 3.12.6 By submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents to the Owner and Architect/Engineer that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Architect/Engineer. 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect/Engineer's approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect/Engineer in writing of such deviation at the time of submittal and (1) the Architect/Engineer has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect/Engineer's approval thereof. 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Architect/Engineer on previous submittals. In the absence of such written notice, the Arch itect/Engineer's approval of a resubmission shall not apply to such revisions. 3.13 USE OF SITE The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. The Contractor acknowledges the ongoing operations of the Owner and agrees to coordinate the Work with the Owner and conduct the Work in a manner which minimizes or eliminates any adverse impact on the Owner. 3.14 CUTTING AND PATCHING 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. All areas requiring cutting, fitting and patching shall be restored to the condition existing prior to the cutting, fitting and patching, unless otherwise required by the Contract Documents. 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. Page 9 of 37 159 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 3.15 CLEANING UP 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus materials from and about the Project. 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and Owner shall be entitled to reimbursement from the Contractor. 3.16 ACCESS TO WORK The Contractor shall provide the Owner and Architect/Engineer access to the Work in preparation and progress wherever located. 3.18 INDEMNIFICATION 3.18.1 In accordance with Section 725.06(2), Florida Statutes, the Contractor agrees to indemnify, hold harmless, and defend the School Board of Brevard County, its officers and employees, from liabilities, damages, losses and costs, including but not limited to, reasonable attorney's fees to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of Contractor and persons employed or utilized by the Contractor in the performance of this Agreement. ARTICLE 4 ARCHITECT/ENGINEER 4.1 GENERAL 4.1.1 The Owner shall retain an Architect/Engineer lawfully licensed to practice architecture/engineering or an entity lawfully practicing architecture/engineering in the State of Florida. That person or entity is identified as the Architect/Engineer in the Agreement and is referred to throughout the Contract Documents as if singular in number. 4.1.2 Duties, responsibilities and limitations of authority of the Architect/Engineer as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect/Engineer. Consent shall not be unreasonably withheld. 4.2 ADMINISTRATION OF THE CONTRACT 4.2.1 The Architect/Engineer will provide administration of the Contract as described in the Contract Documents and will be an Owner's representative during construction until the date the Architect/Engineer issues the final Certificate For Payment. The Architect/Engineer will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. 4.2.2 The Architect/Engineer will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Work is in accordance with the Contract Documents. However, the Architect/Engineer will not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the Work. The Architect/Engineer will not have control over, charge of, or responsibility for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents. 4.2.3 On the basis of the site visits, the Architect/Engineer will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner (1) known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor, and (2) defects and deficiencies observed in the Work. The Architect/Engineer will not be responsible for Page 10 of 37 160 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect/Engineer will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. 4.2.4 COMMUNICATIONS FACILITATING CONTRACT ADMINISTRATION Except as otherwise provided in the Contract Documents, or when direct communications have been specifically authorized, the Owner and Contractor shall endeavor to communicate through the Architect/Engineer about matters arising out of or relating to the Contract. Communications by and with the Architect/Engineer's consultants shall be through the Architect/Engineer. Communications by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with separate contractors shall be through the Owner. 4.2.5 Based on the Architect/Engineer's evaluations of the Contractor's Applications for Payment, the Architect/Engineer will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. 4.2.6 The Architect/Engineer jointly with the Owner has authority to reject Work that does not conform to the Contract Documents. Whenever the Architect/Engineer considers it necessary or advisable, the Architect/Engineer jointly with the Owner will have authority to require inspection or testing of the Work in accordance with Sections 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect/Engineer nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect/Engineer to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. 4.2.7 The Architect/Engineer will review and approve, or take other appropriate action upon, the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect/Engineer's action will be taken in accordance with the submittal schedule approved by the Architect/Engineer or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect/Engineer's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect/Engineer's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5 and 3.12. The Architect/Engineer's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect/Engineer, of any construction means, methods, techniques, sequences or procedures. The Architect/Engineer's approval of a specific item shall not indicate approval of an assembly of which the item is a component. 4.2.8 The Architect/Engineer will prepare Change Orders and Construction Change Directives, and may jointly with the Owner authorize minor changes in the Work as provided in Section 7.4. The Architect/Engineer will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. 4.2.9 The Architect/Engineer jointly with the Owner will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion pursuant to Section 9.8; receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10; and issue a final Certificate for Payment pursuant to Section 9.10. 4.2.10 The Architect/Engineer will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Page 11 of 37 161 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 Architect/Engineer's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. 4.2.11 Interpretations and decisions of the Architect/Engineer will be consistent with the intent of, and reasonably inferable from, the Contract Documents and will be in writing or in the form of drawings. 4.2.14 The Architect/Engineer will review and respond to requests for information about the Contract Documents. The Architect/Engineer's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect/Engineer will prepare and issue supplemental Drawings and Specifications in response to the requests for information. ARTICLE 5 SUBCONTRACTORS 5.1 DEFINITIONS 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. 5.1.2 A Sub -subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub -subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub -subcontractor or an authorized representative of the Sub -subcontractor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK 5.2.1 The Contractor, with the Project Work Request response shall furnish in writing to the Owner the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Architect/Engineer and Owner may jointly reply within 14 days to the Contractor in writing stating (1) whether the Owner or the Architect/Engineer has reasonable objection to any such proposed person or entity or (2) that the Architect/Engineer requires additional time for review. Failure of the Owner or Architect/Engineer to reply within the 14 day period shall constitute notice of no reasonable objection. 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect/Engineer has made reasonable objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. 5.2.3 If the Owner or Architect/Engineer has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect/Engineer has no reasonable objection. 5.2.4 The Contractor shall not substitute a Subcontractor, person or entity previously selected if the Owner or Architect/Engineer makes reasonable objection to such substitution. 5.3 SUBCONTRACTUAL RELATIONS By appropriate written agreement, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents, assumes toward the Owner and Architect/Engineer. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect/Engineer under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has Page 12 of 37 162 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub -subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors shall be similarly required to make copies of applicable portions of such documents available to their respective proposed Sub -subcontractors. 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner, provided that 5.4.1.1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor in writing; and 5.4.1.2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor's rights and obligations under the subcontract. 5.4.2 Upon such assignment, if the Work has been suspended for more than thirty (30) days, the Subcontractor's compensation shall be equitably adjusted for increases in direct costs resulting from the suspension and that are not due to any breach of contract or negligence of the Subcontractor or its employees. 5.4.3 Upon such assignment to the Owner under this Section 5.4, the Owner may further assign the subcontract to a successor contractor or other entity. 5.4.4 Any assignment made under this section shall not relieve the Contractor of its duties and responsibilities under this Contract nor shall any assignment be deemed a waiver by the Owner of any action or claims which it could assert against the Contractor. 5.5 OWNER PAYMENTS TO SUBCONTRACTORS 5.5.1 In case of any default hereunder by the Contractor, that is not the fault of a Subcontractor, the Owner may make direct payment to the Subcontractor, less appropriate retainage. In that event, the amount so paid the Subcontractor shall be deducted from the payments to the Contractor. 5.5.2 Nothing contained herein shall create any obligation by the Owner to make any payments to any Subcontractor and no payment by the Owner to any Subcontractor shall create any obligation to make any further payments to any Subcontractor. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS 6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Article 15. Page 13 of 37 163 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner -Contractor Agreement. 6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules and performance requirements. The Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner until subsequently revised. 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights that apply to the Contractor under the Conditions of the Contract. 6.2 MUTUAL RESPONSIBILITY 6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Architect/Engineer apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable. 6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a separate contractor because of the Contractor's delays, improperly timed activities or defective construction. The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a separate contractor's delays, improperly timed activities, damage to the Work or defective construction. 6.2.4 The Contractor shall promptly remedy damage the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5. 6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. 6.3 OWNER'S RIGHT TO CLEAN UP If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK 7.1 GENERAL 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. Page 14 of 37 164 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor and Architect/Engineer; a Construction Change Directive requires agreement by the Owner and Architect/Engineer and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be jointly issued by the Architect/Engineer and Owner. 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. 7.1.4 For changes in the Work which include work by the Contractor and Subcontractors, the labor rates and the fixed markup percentages which were established as part of the response to this RFP shall be utilized. 7.2 CHANGE ORDERS 7.2.1 A Change Order is a written instrument prepared jointly by the Architect/Engineer and Owner and signed by the Contractor, Owner and Architect/Engineer stating their agreement upon all of the following: 7.2.1.1 The change in the Work; 7.2.1.2 The amount of the adjustment, if any, in the Contract Sum; and 7.2.1.3 The extent of the adjustment, if any, in the Contract Time. 7.3 CONSTRUCTION CHANGE DIRECTIVES 7.3.1 A Construction Change Directive is a written order prepared jointly by the Architect/Engineer and Owner and signed by the Owner and Architect/Engineer, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly. 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: 7.3.3.1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation. The lump sum proposal shall be itemized for the various components of the Work, segregated by labor, materials, equipment, in a detailed format identifying unit quantities and unit prices, satisfactory to Owner. The Contractor will provide its itemized lump sum proposal and similar proposals for any Subcontractors and Sub - subcontractors; 7.3.3.2 Unit prices stated in the Contract Documents or subsequently agreed upon; 7.3.3.3 Cost to be determined in a manner agreed upon by the parties and a percentage fee established in the Agreement for the Contractor, or 7.3.3.4 As provided in Section 7.3.7. 7.3.4 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. 7.3.5 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Architect/Engineer, in writing, of the Contractor's agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. Page 15 of 37 165 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 7.3.6 A Construction Change Directive signed by the Contractor indicates the Contractor's agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. 7.3.7 If the Contractor does not respond within fourteen (14) days, or disagrees with the adjustment in the Contract Sum, the Owner shall determine the method and the adjustment on the basis the net increase or decrease in the cost of the Work attributable to the change, including, in case of an increase in the Contract Sum, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Architect/Engineer and the Owner may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.7 shall be limited to the following: 7.3.7.1 Costs of labor, as defined in the Agreement; 7.3.7.2 Costs of materials, supplies and equipment, as defined in the Agreement; 7.3.7.3 Rental costs of machinery and equipment, as defined in the Agreement. 7.3.7.4 Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect/Engineer. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase or decrease, if any, with respect to that change. 7.3.9 When the Owner and Contractor agree with a determination made by the Architect/Engineer concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Architect/Engineer will prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. 7.4 MINOR CHANGES IN THE WORK The Architect/Engineer and Owner have joint authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes will be effected by written order signed by the Architect/engineer and Owner and shall be binding on the Contractor. /JZA000J�-4113kIILTI-� 8.1 DEFINITIONS 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents and identified on the Project Work Request for Substantial Completion of the Work. 8.1.2 The date of commencement of the Work is the date established in the Notice to Proceed. 8.1.3 The date of Substantial Completion is the date jointly certified by the Architect/Engineer and Owner in accordance with Section 9.8. 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. 8.2 PROGRESS AND COMPLETION 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By submitting a response to the Project Work Request the Contractor confirms that the Contract Time is a reasonable period for performing the Work. Page 16 of 37 166 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 8.2.2 The Contractor shall not, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. 8.3 DELAYS AND EXTENSIONS OF TIME 8.3.1 If the Contractor is materially delayed at any time in the commencement or progress of the Work by a wrongful act or neglect of the Owner or Architect/Engineer, or of an employee of either, or of a separate contractor employed by the Owner; or by changes ordered in the Work; or by labor disputes not caused by wrongful or unlawful acts of Contractor, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor's control; or by other causes that the Owner determines may justify delay, then the Contract Time may be extended by Change Order for such reasonable time as the Owner may determine. 8.3.2 Except as provided in Sections 3.7.4 and 10.3.3. an extension of time as defined above, shall be the Contractor's exclusive remedy in the event of such a delay, no matter how or by whom caused. Contractor further specifically acknowledges that it shall have no claim for increase in the Contract Sum or damages of any kind because of any delays whatsoever to all or any part of the Work whether foreseen or unforeseen, and whether caused by any person's hindrance or active interference. 8.3.3 Claims relating to time shall be made in accordance with applicable provisions of Article 15. 8.3.4 The Owner will schedule furniture and equipment deliveries based on the construction schedule. The Contractor shall be responsible for all costs to the Owner for storage, double handling, re -shipping, and extended general conditions costs of delayed furniture and equipment installations due to the Contractor's not meeting schedule completion dates. ARTICLE 9 PAYMENTS AND COMPLETION 9.1 CONTRACT SUM The Contract Sum established through the contractor's response to the Project Work Authorization, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. 9.1.1 CATEGORY ONE PROJECTS Projects estimated by the Owner at less than or equal to $3,000.00 (or the dollar amount as modified by School Board policy). The Owner's Representative may choose any one of the awarded Contractors to perform the Work. The Contractor shall provide an estimate response to the Owner outlining in detail the costs to perform the Work described in the Construction Documents and related Project Work Request. The estimate shall match all awarded hourly rates and mark-up percentages included as Exhibit A to this agreement. In addition, the Contractor's Overhead and Profit are limited to a total of fifteen (15) percent. The Contractor shall provide bid tab sheets for each major trade illustrating bid coverage acceptable to the Owner and a Schedule of Values for the estimate. The Purchase Order will be issued as a "Guaranteed Maximum Price" purchase. 9.1.2 CATEGORY TWO PROJECTS Projects estimated by the Owner at more than $3,000 (or the dollar amount as modified by School Board policy) and less than or equal to $300,000.00. The Owner's Representative will distribute the Project Work Request form to all of the Contractors selected under RFP #. The Contractors shall provide a written lump sum quote with a Schedule of Values to the Owner based on the schedule identified in the Project Work Page 17 of 37 167 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 Request. The Owner will award the Project to the Contractor with the lowest responsive, responsible quote and the Purchase Order will be issued as a "Lump Sum " purchase. 9.2 SCHEDULE OF VALUES Where the Contract is based on a Guaranteed Maximum Price (Category One Project) or Lump Sum (Category Two Project), the Contractor shall submit to the Architect/Engineer, as part of the pricing submittal, a Schedule of Values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Architect/Engineer and Owner may require. This schedule, unless objected to by the Architect/Engineer or Owner, shall be used as a basis for reviewing the Contractor's Applications for Payment. 9.3 APPLICATIONS FOR PAYMENT 9.3.1 The Contractor shall submit to the Architect/Engineer an itemized Application for Payment prepared in accordance with the most recently approved Schedule of Values for completed portions of the Work. Such application shall be notarized and supported by such data substantiating the Contractor's right to payment as the Owner or Architect/Engineer may require, such as copies of requisitions from Subcontractors and material suppliers, and shall reflect retainage per Section 9.4.3. 9.3.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or material supplier, unless such Work has been performed by others whom the Contractor intends to pay. 9.3.3 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. Payment for materials and equipment stored on the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest. 9.3.4 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. 9.4 CERTIFICATES FOR PAYMENT 9.4.1 The ArchitectlEngineer will, within seven (7) days after receipt of the Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect/Engineer determines is properly due, or notify the Contractor and Owner in writing of the Architect/Engineer's reasons for withholding certification in whole or in part as provided in Section 9.5.1. 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect/Engineer to the Owner, based on the Architect/Engineer's evaluation of the Work and the data comprising the Application for Payment, that, to the best of the Architect/Engineer's knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect/Engineer. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment will not be a representation that the Architect/Engineer has (1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) made examination to Page 18 of 37 168 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 9.4.3 RETAINAGE ON PROGRESS PAYMENTS 9.4.3.1 Owner shall withhold from each progress payment made to the Contractor ten (10) percent of the payment as retainage until fifty (50) percent completion of services. After fifty (50) percent completion the Owner may reduce to five (5) percent the amount of retainage withheld from each subsequent progress payment made to the Contractor. Fifty (50) percent completion shall be determined as the point at which the Owner has expended fifty (50) percent of the total cost of the construction services purchased as identified in the contract together with all costs associated with existing change orders and other additions or modifications for the construction services provided for in the contract. Retainage shall not be held on Owner Direct Purchases. 9.4.3.2 After fifty (50) percent completion of the construction services the Contractor may present to the Owner a payment request for up to one-half of the retainage held by the Owner. If jointly approved by the Architect/Engineer and Owner, the Owner shall make prompt payment to the Contractor. If the Owner's retainage payment under this subsection is attributable to the labor, services, or materials supplied by one or more subcontractors or suppliers the Contractor shall timely remit payment of such retainage to those subcontractors and suppliers. 9.4.3.3 The Owner may release at any point all, or any portion of any retainage withheld which is attributable to the labor, services, or materials supplied by the Contractor or by one or more subcontractors or suppliers. If the Owner's retainage payment under this subsection is attributable to the labor, services, or materials supplied by one or more subcontractors or suppliers the Contractor shall timely remit payment of such retainage to those subcontractors and suppliers. 9.4.3.4 Upon Substantial Completion of the entire Work or, if applicable, any portion of the Work, Owner shall release to Contractor all retained amounts relating, as applicable, to the entire Work or completed portion of the Work, less an amount equal to the reasonable value of all remaining or incomplete items of Work as noted in the Certificate of Substantial Completion and all Liquidated Damages and other damages for which Owner determines Contractor is liable. 9.5 DECISIONS TO WITHHOLD CERTIFICATION 9.5.1 The Architect/Engineer will withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect/Engineer's opinion the representations to the Owner required by Section 9.4.2 cannot be made. If the Architect/Engineer is unable to certify payment in the amount of the Application, the Architect/Engineer will notify the Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect/Engineer cannot agree on a revised amount, the Architect/Engineer will promptly issue a Certificate for Payment for the amount for which the Architect/Engineer is able to make such representations to the Owner. The Architect/Engineer may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect/Engineer's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.3.2, because of 9.5.1.1 defective Work not remedied; 9.5.1.2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor; 9.5.1.3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment; 9.5.1.4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; 9.5.1.5 damage to the Owner or a separate contractor; Page 19 of 37 169 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8"9-E79BB4F18CA3 9.5.1.6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or 9.5.1.7 repeated failure to carry out the Work in accordance with the Contract Documents. 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. 9.5.3 If any claim is made or filed with or against the Owner, the Project, or the Premises by any person claiming that the Contractor or Subcontractor or other person under it has failed to make payment for any labor, services, materials, equipment, taxes, or other items or obligations furnished or incurred for or concerning the Work, or if at any time there shall be evidence of such nonpayment or of any claim or lien for which, if established, the Owner might become liable and which is chargeable to the Contractor, or if the Contractor or any Subcontractor or other person under it causes damage to the Work or to any other work on the Project, if the Contractor fails to perform or is otherwise in default under any of the terms or provisions of the Contract Documents, the Architect/Engineer shall withhold certification, and the Owner shall have the right to retain from any payment then due or afterwards to become due an amount that the Owner shall deem sufficient to (1) satisfy, discharge, and/or defend against any such claim or lien or any action that may be brought or judgment that may be recovered thereon, (2) make good any such nonpayment, damage, failure, or default and (3) compensate the Owner for and indemnify it against all losses, liability, damages, costs, and expenses which may be sustained or incurred by the Owner in connection therewith. The Owner shall have the right to apply and charge against the Contractor so much of the amount retained as may be required for the foregoing purposes. If such amount is insufficient therefore, the Contractor shall be liable for the difference and pay the same to the Owner. 9.6 PROGRESS PAYMENTS 9.6.1 After the Architect/Engineer has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents. 9.6.2 The Contractor shall pay each Subcontractor no later than seven (7) days after receipt of payment from the Owner the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub -subcontractors in a similar manner. 9.6.3 The Architect/Engineer will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect/Engineer and Owner on account of portions of the Work done by such Subcontractor. 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and material and equipment suppliers amounts paid by the Owner to the Contractor for subcontracted Work. If the Contractor fails to furnish such evidence within seven (7) days, the Owner shall have the right to contact Subcontractors to ascertain whether they have been properly paid. Neither the Owner nor Architect/Engineer shall have an obligation to pay or to see to the payment of money to a Subcontractor, except as may otherwise be required by law. 9.6.5 Contractor payments to material and equipment suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. 9.7 NOT USED Page 20 of 37 170 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 9.8 SUBSTANTIAL COMPLETION 9.8.1 Substantial Completion is the stage in the progress of the Work when all required occupancy permits have been issued and the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect/Engineer a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. 9.8.3 Upon receipt of the Contractor's list, the Architect/Engineer and Owner jointly will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the inspection discloses any item, whether or not included on the Contractor's list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect/Engineer. In such case, the Contractor shall then submit a request for another inspection by the Architect/Engineer to determine Substantial Completion. 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect/Engineer will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. 9.9 PARTIAL OCCUPANCY OR USE 9.9.1 The Owner may occupy or use any completed portion of the Work at any stage when such partial occupancy is designated in the Contract Documents. Such partial occupancy or use may only commence when the portion is substantially complete and provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect/Engineer as provided under Section 9.8.2. 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Architect/Engineer shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. 9.10 FINAL COMPLETION AND FINAL PAYMENT 9.10.1 Upon receipt of the Contractor's written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect/Engineer jointly with the Owner will promptly make such inspection and, when the Architect/Engineer and Owner finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect/Engineer will Page 21 of 37 171 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 promptly issue a final Certificate for Payment stating that to the best of the Architect/Engineer's knowledge, information and belief, and on the basis of the Architect/Engineer's on -site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect/Engineer's final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect/Engineer (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least thirty (30) days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.10.3 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from 9.10.1.1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; 9.10.1.2 failure of the Work to comply with the requirements of the Contract Documents; or 9.10.1.3 terms of special warranties required by the Contract Documents. 9.10.1.4 latent defects appearing during or beyond the warranty period. 9.10.4 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. 9.10.5 The Contractor shall submit to the Architect/Engineer and the Owner final affidavits and unconditional waivers of liens, in form and substance satisfactory to the Owner from the Contractor, Subcontractor, and Sub -subcontractor and material suppliers. On request of the Owner, the Contractor shall provide any additional information or documentation necessary under the then existing mechanic's lien laws. 9.10.6 Unless otherwise agreed to by the Owner, Final Completion of the Project shall be achieved no later than thirty (30) days following the date of Substantial Completion. 9.11 LIQUIDATED DAMAGES If the Contractor neglects, fails, or refuses to complete the Work within the time specified in a Project Work Request or an Estimate or as properly extended by the Owner, then the Contractor does hereby agree, as part considerations for awarding of this Contract, to pay the Owner a minimum sum of two -hundred (200) dollars for each and every calendar day that the Contractor shall delay after the time stipulated in the Purchase Order/Notice to Proceed as the required date of Substantial Completion or Final Completion, not as a penalty but as liquidated damages for breach of the contract as set forth herein. The liquidated damages amount will be identified on a project by project basis. Page 22 of 37 172 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY 10.1 SAFETY PRECAUTIONS AND PROGRAMS The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Agreement. 10.2 SAFETY OF PERSONS AND PROPERTY 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to 10.2.1.1 employees on the Work and other persons who may be affected thereby; 10.2.1.2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub -subcontractors; and 10.2.1.3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. 10.2.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Agreement, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. 10.2.4 When use or storage hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub -subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3, except damage or loss attributable to acts or omissions of the Owner or Architect/Engineer or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Section 3.18. 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect/Engineer. 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. 10.2.8 INJURY OR DAMAGE TO PERSON OR PROPERTY If either party suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts such party is legally responsible, written notice of such injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding twenty-one (21) days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. Page 23 of 37 173 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 10.3 HAZARDOUS MATERIALS 10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner and Architect/Engineer in writing. 10.3.2 Upon receipt of the Contractor's written notice, the Owner shall obtain the services of a environmental consulting firm to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to cause it to be remediated as required by applicable law. Unless otherwise required by the Contract Documents, and if requested in writing by the Contractor, the Owner shall furnish in writing to the Contractor and Architect/Engineer the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. When the material or substance has been remediated as required by applicable law, or appropriate governmental approvals have been obtained, Work in the affected area shall resume upon written agreement of the Owner and Contractor. By Change Order, the Contract Time shall be extended appropriately. 10.3.3 The Owner shall not be responsible under this Section 10.3 for materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents. The Owner shall be responsible for materials or substances required by the Contract Documents, except to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. 10.3.4 The Contractor shall indemnify the Owner for the cost and expense the Owner incurs (1) for remediation of a material or substance the Contractor brings to the site and negligently handles, or (2) where the Contractor fails to perform its obligations under Section 10.3.1. 10.3.5 The Contractor agrees that: (1) no hazardous substances, wastes or materials (collectively "hazardous materials") will be brought onto the Site by the Contractor, any Subcontractor, Sub - subcontractor or any person or entity for whom any of them is responsible, except as required by the Contract Documents or otherwise required for the Work and in full compliance with applicable laws, (2) no asbestos containing material, lead -based paint or other hazardous materials will be incorporated into the Work, and (3) without the Owner's prior written consent, no underground or above ground storage tanks will be placed on the Site. In the event any suspected hazardous materials are encountered at the Site during the conduct of the Work, the Contractor shall (a) stop the Work in the area where suspected hazardous materials are encountered until receipt of notification from the Owner the Work shall proceed, (b) promptly notify the Owner of such encounter and consult with the Owner, and (c) take all reasonable precautions in accordance with applicable law to prevent or contain the movement, spread or disturbance of such hazardous materials and to protect all persons and property. To the fullest extent allowed by law, the Contractor shall indemnify and hold harmless the Owner for any liability, damages and expenses including attorney's fees, resulting from a breach of this paragraph 10.3.5. 10.4 EMERGENCIES In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Article 15 and Article 7. ARTICLE 11 INSURANCE AND BONDS 11.1 CONTRACTOR'S LIABILITY INSURANCE Page 24 of 37 174 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the State of Florida such insurance as will protect the Contractor and the Owner from claims set forth below which may arise out of or result from the Contractor's operations and completed operations under the Agreement and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: 11.1.1.1 Claims under workers' compensation, disability benefit and other similar employee benefit acts that are applicable to the Work to be performed; 11.1.1.2 Claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor's employees; 11.1.1.3 Claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor's employees; 11.1.1.4 Claims for damages insured by usual personal injury liability coverage; 11.1.1.5 Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom; 11.1.1.6 Claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; 11.1.1.7 Claims for bodily injury or property damage arising out of completed operations; and 11.1.1.8 Claims involving contractual liability insurance applicable to the Contractor's obligations under Section 3.18. 11.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits of liability specified in the Contract Documents or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims -made basis, shall be maintained without interruption from the date of commencement of the Work until the date of final payment and termination of any coverage required to be maintained after final payment, and, with respect to the Contractor's completed operations coverage, until the expiration of the period for correction of Work or for such other period for maintenance of completed operations coverage as specified in the Contract Documents. 11.1.2.1 The Contractor will provide before commencement of work, and attach to this agreement, a certificate(s) evidencing such insurance coverage to the extent listed in .1 to .4 below. The Owner reserves the right to be named as an additional insured or to reject such coverage and terminate this agreement if coverage is detennined to be inadequate or insufficient. The Contractor will carry and maintain as a minimum the following coverage from insurance carriers that maintain a rating of "A" or better and a financial size category of "VII" or higher according to the A. M. Best Company. Such certificates must contain a provision for notification to the Board thirty (30) days in advance of any material change in coverage or cancellation. This is applicable for the procurement and delivery of products, goods, or services furnished to or for the Owner and any of its ancillary schools, departments, or organizations. 11.1.2.1.1 Commercial General Liability Insurance: Negligence including Bodily Injury & Property per Occurrence $1,000,000 General Aggregate $2,000,000 11.1.2.1.2 Automobile Liability: Negligence Including Bodily Injury & Property Damage per Occurrence $ 500,000 Combined Single Limit per Occurrence $1,000,000 11.1.2.1.3 Workers' Compensation/Employer's Liability: W.C. Limit Required Statutory Limits E.L. Each Accident $1,000,000 E.L. Disease — Each Employee $1,000,000 E.L. Disease — Policy Limit $1,000,000 Page 25 of 37 175 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 11.1.2.1.4 Professional Liability Insurance/Environmental Liability/Cyber Liability (as applicable) (Errors &Omissions): For services, goods or projects that will not exceed $1,000,000 in value over a year.• Each Claim $ 250,000 Annual Aggregate $ 500,000 For services, goods or projects that will exceed $1,000,000 in value over a year.• Each Claim $1,000,000 Annual Aggregate $2,000,000 11.1.2.1.5 Product Liability and/or Completed Operations Insurance: Negligence Including Bodily Injury & Property Damage $1,000,000 Products — Completed Operations Aggregate $2,000,000 Workers' Compensation Exemption forms will not be accepted. All entities or individuals are required to purchase a Workers' Compensation insurance policy. The Contractor shall either cover any Subcontractors on its policy or require the Subcontractors to obtain coverage to meet these requirements and file appropriate forms with the Owner. 11.2 PERFORMANCE BOND AND PAYMENT BOND 11.2.1 The Owner shall have the right to require the Contractor to furnish bonds in form and substance satisfactory to the Owner, covering faithful performance of the Agreement and payment of obligations arising thereunder as stipulated in the Project Work Request. 11.2.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Agreement, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. 11.2.3 Subcontractors and Sub -subcontractors at the discretion of the Owner may be required to obtain and provide performance and labor and material payment bonds, issued in an amount and form and by sureties reasonably acceptable to the Owner and naming the Contractor as obligee and Owner as assignee. The Owner shall from time to time and at any time have the right to increase or decrease the value of subcontracts requiring such bonds. 11.2.3.1 Subcontractors and Sub -subcontractors shall furnish bonds covering faithful performance of Subcontractors and payment of obligations arising by them which shall be in the form and substance satisfactory to the Owner. Bonds may be obtained through the Subcontractors' and Sub -subcontractors' usual sources and the cost of them shall be included in the Subcontractors and Sub -subcontractors Sum. Each bond's amount shall be equal to 100 percent of the Subcontractors and Sub -subcontractors Sum. 11.2.3.2 Subcontractors and Sub -subcontractors shall deliver the required bonds to the Contractor prior to the commencement of the Work. 11.2.3.3 The Subcontractors and Sub -subcontractors shall require the attorneys -in -fact who execute the required bonds for the sureties to affix thereto certified and current copies of the power of attorney. 11.2.3.4 Contractor will submit copies of all Subcontractor and sub -subcontractor bonds to the Owner. Page 26 of 37 176 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 11.2.4 With the consent of the Owner, the Contractor may provide a Sub -guard bond protection program for Subcontractors in lieu of requiring Subcontractors and Sub -Subcontractors to provide payment and performance bonds ARTICLE 12 UNCOVERING AND CORRECTION OF WORK 12.1 UNCOVERING OF WORK 12.1.1 If a portion of the Work is covered contrary to the Arch itect/Engineer's request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by the Architect/Engineer, be uncovered for the Arch itect/Engineer's examination and be replaced at the Contractor's expense without change in the Contract Time or the Contract Sum. 12.1.2 If a portion of the Work has been covered that the Architect/Engineer has not specifically requested to examine prior to its being covered, the Architect/Engineer and the Owner may jointly request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner's expense. If such Work is not in accordance with the Contract Documents, such costs and the cost of correction shall be at the Contractor's expense. 12.2 CORRECTION OF WORK 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION The Contractor shall promptly correct Work rejected by the Architect/Engineer or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Architect/Engineer's services and expenses made necessary thereby, shall be at the Contractor's expense. 12.2.2 AFTER SUBSTANTIAL COMPLETION 12.2.2.1 In addition to the Contractor's obligations under Section 3.5, if, within one (1) year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor, at the Contractor's expense, shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one (1) year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor but not any other remedy available to the Owner. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect/Engineer, the Owner may correct it in accordance with Section 2.4. 12.2.2.2 The one (1) year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by one (1) additional year. 12.2.2.3 Defective work corrected by the Contractor shall be warranted for an additional period of one (1) year. 12.2.3 The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. Page 27 of 37 177 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors caused by the Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract Documents. 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents. Establishment of the one- year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. 12.3 ACCEPTANCE OF NONCONFORMING WORK If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS 13.1 SCHOOL SECURITY Contractor acknowledges and understands that the goods and services contemplated by this Agreement that are delivered to or performed on school grounds, which may at various times be occupied by students, teachers, parents and school administrators. Accordingly, in order to secure the schools; protect students and staff, and otherwise comply with applicable law, the Contractor agrees to the following provisions and agrees that the failure of the respondent to comply with any of these provisions may result in the termination of this contract by the Owner: 13.1.1 UNAUTHORIZED ALIENS The Owner considers the employment of unauthorized aliens by the Contractor, or any of awarded firm's sub -contracted Firms, a violation of the Immigration and Naturalization Act. The Contractor shall certify that no unauthorized aliens are working on the project site at any time. If it is determined that an unauthorized alien is working on the Project, the Contractor shall immediately take all steps necessary to remove such unauthorized alien from the property and the project. 13.1.2 POSSESSION OF FIREARMS In accordance with Section 790.115, Florida Statutes, the possession of firearms will not be tolerated on School District property. No person, who has a firearm in their vehicle, may park their vehicle on the Owner's property. Furthermore, no person may possess or bring a firearm on the Owner's property. If any employee/independent contractor of the Contractor, or any of its sub -contractors, is found to have brought a firearm(s) on to the Owner's property, said employee/ independent contractor of the Contractor shall be immediately removed and terminated from the project by the Contractor. If sub -contractor fails to terminate said employee/ independent contractor of the Contractor, the Contractor shall terminate its agreement with the sub -contractor. If the awarded Contractor fails to terminate said employee/ independent contractor of the Contractor or fails to terminate the agreement with sub -contractor who fails to terminate said employee/ independent contractor of the Contractor, the Owner may terminate this Agreement. "Firearm" means any weapon (including a starter gun or antique firearm) which will, is designed to, or may readily be converted to expel a projectile by the action of an explosive; the frame or receiver of any such weapon; any destructive devise, or any machine gun. Powder actuated construction nailers and fasteners are excluded from this definition. Page 28 of 37 178 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 13.1.3 CRIMINAL ACTS Employment on the project by the Contractor, or any of its sub -contractors, of any employee, or independent contractor of the Contractor, with any prior convictions of any crimes against children, crimes of violence or crimes of moral turpitude will not be tolerated. If it is determined that any person with such criminal history is on the project site, the Contractor agrees to take all steps necessary to remove such person from the project. The Owner shall have the right to terminate this Agreement if the Contractor does not comply with this provision. 13.1.4 POSSESSION/USE/UNDER THE INFLUENCE OF MIND ALTERING SUBSTANCES Possession/use and/or being under the influence of any illegal mind altering substances, such as, but not limited to alcohol and/or substances delineated in Chapter 893, Florida Statutes, by the Contractor's employee/ independent contractor of the Contractor or its sub -contractor's employees/ independent contractor of the sub -contractor, will not be tolerated on the Owner's property. If any employee/ independent contractor of the Contractor is found to have brought and/or used or is under the influence of any illegal mind altering substances as described above on the Owner's property, said employee/ independent contractor of the Contractor shall be removed and terminated from the project by the Contractor. If a sub -contractor fails to terminate said employee/ independent contractor of the sub -contractor, the agreement with the sub -contractor for the project shall be terminated by the Contractor. If the Contractor fails to terminate said employee/independent contractor of the Contractor or fails to terminate the agreement with the sub -contractor who fails to terminate said employee/ independent contractor of the sub -contractor, the Owner may terminate this Agreement. 13.1.5 COMPLIANCE WITH THE JESSICA LUNSFORD ACT Florida Statutes require that all persons or entities entering into contracts with the School Boards/School Districts/Charter Schools who may have personnel who will be on school grounds when students may be present, or who will have contact with students shall comply with the level 2 screening requirements of the Statute and School District Standards. The required level 2 screening includes fingerprinting that must be conducted by the Owner. Any individual who fails to meet the screening requirements shall not be allowed on school grounds. Failure to comply with the screening requirements will be considered a material default of this Agreement. 13.1.6 E-VERIFY. Under Executive Order 11-116, and Section 448.095, Fla. Stat., effective July 1, 2020, Contractor shall use the U.S. Agency of Homeland Security's E-Verify system, https://e- verify.uscis.gov/emp, to verify the employment eligibility of all employees hired during the term of this Agreement. Contractor shall also require all subcontractors performing work under this Agreement to use the E-Verify system for any employees they may hire during the term of this Agreement. Contractor must provide evidence of compliance with 448.095, Fla. Stat by January 1, 2021. Evidence may consist of, but is not limited to, providing notice of Contractor's E-Verify number. Failure to comply with this provision is a material breach of the Agreement, and BPS may choose to terminate the Agreement at its sole discretion. Contractor may be liable for all costs associated with BPS securing the same services, inclusive, but not limited to, higher costs for the same services and rebidding costs (if necessary). 13.2 SUCCESSORS AND ASSIGNS The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to covenants, agreements and obligations contained in the Contract Documents. Neither party to the Agreement shall assign the Agreement as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Agreement. 13.3 WRITTEN NOTICE Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by Page 29 of 37 179 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 registered or certified mail or by courier service providing proof of delivery to, the last business address known to the party giving notice. 13.4 AS BUILT DOCUMENTS At the completion of each Project the Contractor shall promptly provide the Owner with "As Builts" per industry standards showing all aspects of the installation on Auto CAD in .DWG, .PDF, and .TIF formats. If the site already has CAD drawings available, the General Contractor shall update them as requested by the Owner. 13.5 TESTS AND INSPECTIONS 13.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect/Engineer timely notice of when and where tests and inspections are to be made so that the Architect/Engineer may be present for such procedures. 13.5.2 If the Architect/Engineer, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Section 13.5.1, the Architect/Engineer will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect/Engineer of when and where tests and inspections are to be made so that the Architect/Engineer may be present for such procedures. Such costs, except as provided in Section 13.5.3, shall be at the Owner's expense. 13.5.3 If such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedures and compensation for the Architect/Engineer's services and expenses shall be at the Contractor's expense. 13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect/Engineer. 13.5.5 If the Architect/Engineer is to observe tests, inspections or approvals required by the Contract Documents, the Architect/Engineer will do so promptly and, where practicable, at the normal place of testing. 13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. 13.6 TOBACCO FREE The Owner (School Board) is a Tobacco free District. Tobacco and tobacco products are prohibited on any of the Owner's properties in accordance with Section 386.212, Florida Statutes. 13.7 RECORDS AND RIGHTS TO AUDIT The Contractor shall maintain such financial records and other records as may be prescribed by the Owner or by applicable federal and state laws, rules, and regulations. The Contractor shall retain these records for a period of five (5) years after final payment, or until they are audited by the Owner, whichever event occurs first. These records shall be made available during the term of the Agreement and the subsequent five (5) year period for examination, transcription, and audit by the Owner, its designees, or other entities authorized by law. 13.8 FORCE MAJEURE The Owner and the Contractor will exercise every reasonable effort to meet their respective obligations as Page 30 of 37 180 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 outlined in this Agreement, but shall not be liable for delays resulting from force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any Government law or regulation, acts of God, acts or omissions of the other party, Government acts or omissions, fires, strikes, national disasters, wars, riots, transportation problems and/or any other cause whatsoever beyond the reasonable control of the parties. Any such cause will extend the performance of the delayed obligation to the extent of the delay so incurred. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT 14.1 TERMINATION BY THE CONTRACTOR 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of sixty (60) consecutive days through no act or fault of the Contractor or a Subcontractor, Sub -subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, for any of the following reasons: 14.1.1.1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; 14.1.1.2 An act of government, such as a declaration of national emergency that requires all Work to be stopped; or 14.1.1.3 Because the Architect/Engineer has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4.1, or because the Owner has not made a required payment on a Certificate for Payment within the time stated in the Contract Documents. 14.1.2 The Contractor may terminate the Agreement if, through no act or fault of the Contractor or a Subcontractor, Sub -subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 14.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon seven (7) days' written notice to the Owner and Architect/Engineer, terminate the Contract and recover from the Owner payment for Work properly executed, including reasonable overhead and profit, and costs incurred by reason of such termination. 14.1.4 If all of the Work is stopped for a period of sixty (60) consecutive days through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor because the Owner has repeatedly failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven (7) additional days' written notice to the Owner and the Architect/Engineer, terminate the Agreement and recover from the Owner as provided in Section 14.1.3. 14.2 TERMINATION BY THE OWNER FOR CAUSE 14.2.1 The Owner may terminate the Agreement if the Contractor 14.2.1.1 refuses or fails to supply enough properly skilled workers or proper materials; 14.2.1.2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; 14.2.1.3 disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or 14.2.1.4 otherwise is guilty of material breach of a provision of the Contract Documents. 14.2.2 When any of the above reasons exist, the Owner may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven (7) days' written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: Page 31 of 37 181 of287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 14.2.2.1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; 14.2.2.2 Accept assignment of subcontracts pursuant to Section 5.4; and 14.2.2.3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect/Engineer's services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Initial Decision Maker, upon application, and this obligation for payment shall survive termination of the Contract. The costs of finishing the Work include, without limitation, all reasonable attorney's fees, additional title costs, insurance, additional interest because of any delay in completing the Work, and all other direct and indirect costs, including, but not limited to, the loss of use of the Project incurred by the Owner because of the termination of the Contractor as stated herein. 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 14.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent 14.3.2.1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or 14.3.2.2 that an equitable adjustment is made or denied under another provision of the Agreement. 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE 14.4.1 The Owner may, at any time, terminate the Agreement for the Owner's convenience and without cause. 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Contractor shall 14.4.2.1 cease operations as directed by the Owner in the notice; 14.4.2.2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and 14.4.2.3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. 14.4.3 In case of such termination for the Owner's convenience, the Contractor shall be entitled to receive payment for Work executed, and costs actually and reasonably incurred by reason of such termination, but not for overhead or profit on the Work not performed. Page 32 of 37 182 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 ARTICLE 15 CLAIMS AND DISPUTES 15.1 CLAIMS 15.1.1 DEFINITION A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, or other relief with respect to the terms of the Agreement. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Agreement. The responsibility to substantiate Claims shall rest with the party making the Claim. 15.1.2 NOTICE OF CLAIMS Claims by either the Owner or Contractor must be initiated by written notice to the other party and to the Architect/Engineer, if the Architect/Engineer is not acting as the Initial Decision Maker. Claims by either party must be initiated within twenty-one (21) days after occurrence of the event giving rise to such Claim or within twenty-one (21) days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. The timely giving of written notice shall be a condition precedent to any entitlement to adjustment in the Contract Time or the Contract Sum. 15.1.3 CONTINUING CONTRACT PERFORMANCE Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Article 14, the Contractor shall proceed diligently with performance of the Agreement and the Owner shall continue to make payments in accordance with the Contract Documents. The Architect/Engineer will prepare Change Orders and issue Certificates for Payment in accordance with the decisions of the Initial Decision Maker. 15.1.4 CLAIMS FOR ADDITIONAL COST If the Contractor wishes to make a Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. 15.1.5 CLAIMS FOR ADDITIONAL TIME 15.1.5.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay, only one Claim is necessary. 15.1.5.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions at the project site were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the scheduled construction. iPVAI,I111li/_1g0*11&1r•PI 15.2.1 Claims, excluding those arising under Sections 10.3 and 10.4 shall be referred to the Initial Decision Maker for initial decision. The Architect/Engineer will serve as the Initial Decision Maker, unless otherwise indicated in the Project Work Request. Except for those Claims excluded by this Section 15.2.1, an initial decision shall be required as a condition precedent to mediation of any Claim arising prior to the date final payment is due, unless thirty (30) days have passed after the Claim has been referred to the Initial Decision Maker with no decision having been rendered. Unless the Initial Decision Maker and all affected parties agree, the Initial Decision Maker will not decide disputes between the Contractor and persons or entities other than the Owner. 15.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions: (1) request additional supporting data from the claimant or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Page 33 of 37 183 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 Initial Decision Maker concludes that, in the Initial Decision Maker's sole discretion, it would be inappropriate for the Initial Decision Maker to resolve the Claim. 15.2.3 In evaluating Claims, the Initial Decision Maker may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering a decision. The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense. 15.2.4 If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of such request, and shall either (1) provide a response on the requested supporting data, (2) advise the Initial Decision Maker when the response or supporting data will be furnished or (3) advise the Initial Decision Maker that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Initial Decision Maker will either reject or approve the Claim in whole or in part. 15.2.5 The Initial Decision Maker will render an initial decision approving or rejecting the Claim, or indicating that the Initial Decision Maker is unable to resolve the Claim. This initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) notify the parties and the Architect/Engineer, if the Architect/Engineer is not serving as the Initial Decision Maker, of any change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation. 15.2.6 Either party may file for mediation of an initial decision at any time, subject to the terms of Section 15.2.6.1. 15.2.6.1 Either party may, within thirty (30) days from the date of an initial decision, demand in writing that the other party file for mediation within sixty (60) days of the initial decision. If such a demand is made and the party receiving the demand fails to file for mediation within the time required, then both parties waive their rights to mediate or court proceedings with respect to the initial decision. 15.2.7 In the event of a Claim against the Contractor, the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor's default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. 15.2.8 If a Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. 15.3 MEDIATION 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Agreement except those waived as provided for in Sections 9.10.4, 9.10.5, and 15.1.6 shall be subject to mediation as a condition precedent to court proceedings. 15.3.2 The parties shall endeavor to resolve their Claims by mediation. A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed with the person or entity administering the mediation. 15.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. ARTICLE 16 FINAL DISPUTE RESOLUTION In the event the Owner and Contractor fail to resolve a dispute through mediation as provided in Article 15, either party may file an action in the appropriate Court of the 181" Judicial Circuit In and For Brevard County, Florida, to enforce this Agreement. Page 34 of 37 184 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 ARTICLE 17 PUBLIC RECORDS 17.1 PUBLIC RECORDS — IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, F.S., TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE OWNER'S CUSTODIAN OF PUBLIC RECORDS AT RECORDSREQUEST@BREVARDSCHOOLS.ORG, BREVARD COUNTY PUBLIC SCHOOLS, RECORDS MANAGEMENT, 2700 JUDGE FRAN JAMIESON WAY, VIERA, FLORIDA 32940, 321-633-1000 EXT 11453. 17.2 The Agreement is subject to and governed by the laws of the State of Florida, including without limitation Chapter 119, Florida Statutes, which generally makes public all records or other writings made by or received by the Parties. The Contractor acknowledges its legal obligation to comply with Section 119.0701, Florida Statutes. The Contractor shall keep and maintain public records, as that phrase is defined in the Florida Public Records Act, which would be required to be kept and maintained by the Owner in order to perform the scope of services. The Contractor shall comply with all requirements for retaining public records and shall transfer, at no cost to the Owner, all public records in the possession of the Contractor upon a request for such public records. See Section 119.0701(2)(b)4, Florida Statutes, for additional record keeping requirements. 17.3 A request to inspect or copy public records relating to the Owner's contract for services must be made directly to the Owner's Custodian of Public Records. If the Owner does not possess the requested records, the Owner's Custodian of Public Records shall immediately notify the Contractor of the request. The Contractor must provide a copy of the records to the Owner or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes. If the Contractor does not timely comply with the Owner's request for records, the Owner shall be able to sue for breach of contract and the prevailing party shall be entitled to attorney's fees. 17.4 Should the Contractor fail to provide the requested public records to the Owner within a reasonable time, the Contractor understands and acknowledges that it may be subject to penalties under Sections 119.0701(3)(c) and 119.10, Florida Statutes. 17.5 The Contractor shall not disclose public records that are exempt, or confidential and exempt, from public records disclosure unless specifically authorized by law for the duration of the agreement term and following the completion, expiration, or termination of same if the Contractor does not transfer the records to the Owner. Upon completion, expiration, or termination of the agreement, the Contractor shall transfer, at no cost to the Owner, all public records in its possession or keep and maintain public records required by the Owner to perform the services. If the Contractor transfers all public records to the Owner, the Contractor shall destroy any duplicate public records that are exempt, or confidential and exempt, from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion, expiration, or termination of the Agreement, the Contractor shall meet all applicable requirements for retaining public records and provide requested records to the Owner pursuant to the requirements of this section. All public records stored electronically must be provided to the Owner in a format that is compatible with the information technology systems of the Owner. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.1 Page 35 of 37 185 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth below. THE SCHOOL BOARD OF DOUG WILSON ENTERPRISES, INC. BREVARD COUNTY, FLORIDA By: B �— Megan Wright, Board Chair Date Approved: ATTEST (WITNESS): By: Mark Rendell, Ed.D., Superintendent Contractor Contact Name: Thomas Parker Email Address: tparker(d)dwenet.com Phone Number: 321-783-0903 Page 36 of 37 v. Print Name: 7ti0rrma5 VC/oLer- Title: '�)c e S k e 7 Date: lot a,(. � ATTEST (WITNESS): By: �- Print Name: S Title: ©-Z—Vrce 0�o1.�o� 186 of 287 DocuSign Envelope ID: F02BAE09-CE5E-45F6-8449-E79BB4F18CA3 Exhibit A- Cateaory One Houriv Rates and Mark-up Percentaaes Doug Wilson Enterprises, Inc. Billable Houriv Rates: 1. Foreman: $58.30 2. Joumeyman: $44.92 3. Helper: $26.75 4. Project Manager: $85.39 5. Estimator: $53.09 6. Equipment Operator $66.88 Markups: 7. Material Markup: 8. Subcontractor Markup: 9. Equipment Rental Markup 13.82% (maximum 15%) 14.25% (maximum 15%) 12.85% (maximum 15%) Page 37 of 37 187 of 287 DocuSign Envelope ID: OA98C087-855E-4FCD-87DF-F4F06BE3595E PIGGYBACK AGREEMENT FOR SERVICES BETWEEN THE CITY OF SEBASTIAN AND HEARD CONSTRUCTION. INC. THIS AGREEMENT is made and entered into on , 2024 by the City of Sebastian, Florida, a municipal corporation of the State of Florida, (hereinafter referred to as "CITY") and Heard Construction, Inc. (hereinafter "VENDOR"). WHEREAS, the School Board of Brevard County has previously entered into a contract with Vendor to provide General Contractor Services for Minor Projects Under $300,000 on December 12, 2023 (attached as Exhibit A hereto); and WHEREAS, the City of Sebastian wishes to enter into a like contract with Vendor under the same terms and applicable conditions as that prior agreement entered into by the School Board of Brevard County to provide General Contractor Services for Minor Projects Under $300,000 and other related tasks as may be assigned by the City; and WHEREAS, Chapter 287, Florida Statutes and purchasing procedures of the City of Sebastian grant the authority to piggyback the purchase of goods and services as a form inter- governmental cooperative purchasing in which a public purchaser requests competitive sealed bids, enters into a contract, and arranges, as part of the contract, for other public purchasing units to purchase from the selected vendor under the same terms and conditions as itself in order to take advantage of the better pricing that large purchasers are able to obtain in order to reduce administrative time and costs involved in the procurement process (i.e., cost of preparing bid specifications, advertising, etc.); and WHEREAS, the City of Sebastian has determined that in this circumstance, piggybacking onto a contract entered into by the School Board of Brevard County is the most economically advantageous way to procure these goods and services. NOW THEREFORE, in consideration of the mutual covenants, terms, and provisions contained herein, the parties agree as follows: 1. TERM The initial term shall be for three years expiring on December 11, 2026. This Agreement may be renewed for one (1) additional two (2) year period, if the renewal option is exercised by the School Board of Brevard County 2. GENERAL PROVISIONS All other terms and conditions of the contract and any amendments thereto entered into between the School Board of Brevard County and Vendor referenced above will be applicable to this agreement unless specified herein. 188 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E 3. NOTICES All notices and demands shall be sent U.S. Certified Mail, return receipt to: VENDOR: Andy Day, President Heard Construction, Inc. 95 Hall Road Merritt Island, FL 32953 4. PUBLIC RECORDS CITY: Brian Benton, City Manager City of Sebastian 1225 Main Street Sebastian, FL 32958 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT JEANETTE WILLIAMS, THE CUSTODIAN OF PUBLIC RECORDS AT 772-388-8215 OR EMAIL JWILLIAMSa,CITYOFSEBASTIAN.ORG CITY OF SEBASTIAN, 1225 MAIN STREET, SEBASTIAN, FLORIDA 32958 Vendor agrees to comply with public records laws, specifically to: A. Keep and maintain public records required by the public agency to perform the service. B. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. D. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. 189 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E IN WITNESS WHEREOF, the parties hereto have through their duly authorized representatives, approved and executed this Agreement as of the date set forth below. ATTEST: DOCUn181grwd by: QxL --ota/ /LvoacrLwl.... ATTEST: Jeanette Williams, MMC City Clerk For the use and reliance of the City of Sebastian only. Approved as to form and legal sufficiency. Jennifer D. Cockcroft, Esq. City Attorney HEARD CONSTRUCTION, INC. B bocu Signed by: away AW7ay, resident Date: 5/2/2024 1 8:26:54 AM PDT CITY OF SEBASTIAN, FL Brian Benton, City Manager Date: 190 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E EXHIBIT A The School Board of Brevard Countv. Florida Agreement with Heard Construction. Inc. 191 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E RFP# 24-172-P-HD B revard Public Schools v Board Approved: AGREEMENT BETWEEN OWNER AND GENERAL CONTRACTOR FOR MINOR PROJECTS UNDER $300,000.00 This AGREEMENT is made as of the date of Board Approval, between THE SCHOOL BOARD OF BREVARD COUNTY, FLORIDA, (hereinafter called the "Owner") and, HEARD CONSTRUCTION, INC. hereinafter called the "Contractor", for services in connection with minor projects at various sites under $300,000.00. OWNER: The School Board of Brevard County (Name and address) 2700 Judge Fran Jamieson Way Viera, FL 32940-6601 CONTRACTOR: Heard Construction, Inc. (Name and address) 95 Hall Road Merritt Island, FL. 32953 PROJECT: GENERAL CONTRACTOR SERVICES FOR MINOR PROJECTS UNDER $300,000.00 In consideration of the mutual covenants and obligations contained herein, Owner and Contractor agree as set forth herein. Page 1 of 37 192 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E ARTICLE 1 GENERAL PROVISIONS 1.1 SCOPE 1.1.1 DESCRIPTION OF SERVICES Contractor shall perform General Contractor Services on an as -needed basis at various locations throughout the Brevard County School District pursuant to Chapter 1013, Florida Statutes; State Requirements for Educational Facilities; Rule 6A-2.0010, Florida Administrative Code; and School Board Rules, for the use of The School Board of Brevard County, Florida (School Board). Contractor shall provide all material, equipment, tools and labor necessary to complete the Work described and reasonably inferable from the Contract Documents. 1.1.2 TERM The term of this Agreement shall be from the date of Board Approval for an initial three (3) year term, unless terminated as provided herein, or extended by supplement to this Agreement. This Agreement shall have the option to renew, with such option to be exercised by written agreement of the parties, for one (1) additional two (2) year period. 1.2 DEFINITIONS 1.2.1 CONTRACT DOCUMENTS The Contract Documents are enumerated in the Agreement Between the Owner and Contractor (hereinafter the "Agreement" or the "Contract Documents") and consist of the Agreement, RFP #, and Addenda (inclusive of final negotiated pricing), Project Work Request Form, Drawings, Specifications, Modifications, and Contractor's Project Quote (Category One Projects) or Bid Proposal (Category Two Projects). 1.2.2 INITIAL DECISION MAKER The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2. 1.2.3 PROJECT The Project is the total construction described in the Work Authorization of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner and by separate contractors. 1.2.4 DRAWINGS The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams. 1.2.5 SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. Sections of Article 1 — General Requirements govern and supersede all other sections of the Specifications. 1.2.6 WORK The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project. 1.2.7 PROJECT WORK REQUEST Owner developed document provided to Contractor for each Project to be undertaken which outlines the work location, estimated project budget, scope of work, and criteria for project pricing/bidding. Page 2 of 37 193 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E 1.2.8 CATEGORY ONE PROJECTS Projects less than or equal to $3,000.00 (or the dollar amount as modified by School Board policy), Owner staff may choose any one (1) of the awarded firms to perform the work. The Contractor shall prepare an independent written estimate of the labor and materials required for the completion of the project as identified in the Project Work Request in compliance with Section 9.1.1 of this Agreement. 1.2.9 CATEGORY TWO PROJECTS Projects greater than $3,000.00 (or the dollar amount as modified by School Board policy), and less than $300,000.00, Owner staff will send a Project Work Request to all of the awarded firms, the firms will submit a written quote to the Owner staff and the Owner will award the project to the firm with the lowest responsive, responsible written quote in compliance with Section 9.1.2 of this Agreement. 1.2.10 LOCATION OF SERVICES Performance of services required by this Agreement will be conducted at various School Board owned facilities throughout Brevard County as identified in the Project Work Authorization. 1.3 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS 1.3.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. In the event of a conflict or inconsistency in or among the Contract Documents, the Contractor shall, unless directed otherwise in writing by the Owner, provide the greatest quantity, highest quality, highest degree of safety, and most stringent material, equipment or Work. In such cases, the appropriate scope of said Work, shall be determined by the Architect/Engineer in consultation with the Owner. Failure to report a conflict in the Contract Documents shall be deemed evidence that the Contractor has elected to proceed in the manner called for above. 1.3.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. 1.3.3 The Contract Documents shall also include, by reference, the latest edition/revision in effect as of the date of the Project Work Request of: Owner's "Design Standards" and all applicable local, state and national building codes and related codes such as, but not limited to; Florida Building Code, Florida Fire Prevention Code, Florida Plumbing Code, Florida Mechanical Code, Florida Accessibility Code, National Electrical Code and State Requirements for Educational Facilities (SREF). ARTICLE 2 OWNER 2.1 GENERAL 2.1.1 The Owner, The School Board of Brevard County, is the entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in the Project Work Request a representative who shall have authority to represent the Owner with respect to all matters requiring the Owner's representation. The Architect or Engineer do not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER 2.2.1 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. Page 3 of 37 194 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E 2.2.2 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. 2.2.3 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's control and necessary to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor's written request for such information or services. The Contractor shall, within twenty-one (21) days of receipt of any information furnished by the Owner pursuant to this paragraph, exercise reasonable and professional customary care to verify and confirm the accuracy of the information so furnished. In case of any inaccuracies, the Contractor shall promptly notify the Owner, who shall correct any such inaccuracies. Failure to notify the Owner within the twenty-one (21) day period shall act to bar any claims by the Contractor arising from the inaccuracy or any such information. 2.2.4 Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor one (1) copy of the Contract Documents for purposes of making reproductions. 2.3 OWNER'S RIGHT TO STOP THE WORK If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3. 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven (7) day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Architect/Engineer's additional services and expenses made necessary by such default, neglect or failure. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. ARTICLE 3 CONTRACTOR 3.1 GENERAL 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Contractor shall hold a Certified General or Building contractors license issued by the State of Florida Construction Industry Licensing Board according to Chapter 489, Florida Statutes. The license must remain valid for the full term of this Agreement. 3.1.2 The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters under this Agreement. The term "Contractor" means the Contractor or the Contractor's authorized representative. 3.1.3 The Contractor shall perform the Work in accordance with the Contract Documents. 3.1.4 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect/Engineer in the Architect/Engineer's administration Page 4 of 37 195 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E of the Agreement, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR 3.2.1 Submittal of a response to the Project Work Request by the Contractor is a representation that the Contractor has carefully examined the Contract Documents, has visited the site, become thoroughly familiar with the nature and location of the Work, the conditions of the site as they exist, and the character of the operations to be carried out under the Contract Documents, including all existing site. conditions, access to the site, physical characteristics of the site and surrounding areas, and all matters that affect the Work, or its performance. Because of such examinations and investigations, the Contractor further represents that he thoroughly understands the Contract Documents. The Contractor further represents that it will abide by all applicable codes, ordinances, laws, regulations, and rules as they apply to the Work. Claims for additional time or additional compensation because of the Contractor's failure to familiarize itself with all local conditions and the Contract Documents will not be permitted. 3.2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.2.3, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Architect/Engineer and to the Owner any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect/Engineer or the Owner may require. It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents. 3.2.2.1 The accuracy of grades, elevations, dimensions, or locations of existing conditions is not guaranteed by the Architect/Engineer or the Owner. The Contractor is responsible for verifying same. If the Contractor performs construction activity when the Contractor knows, or should know in exercise in reasonable diligence, that an activity involves an error, inconsistency, or omission in the Contract Documents, the Contractor shall assume appropriate responsibility for such performance and shall bear an appropriate amount of the costs attributable for correction. 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly report to the Architect/Engineer and the Owner any nonconformity discovered by or made known to the Contractor. If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect/Engineer issues in response to the Contractor's notices or requests for information pursuant the Contractor shall make Claims as provided in Article 15. 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for, and have control over, construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract. The Contractor shall review any specified or recommended construction or installation procedure, including those recommended by manufacturers, and shall advise the Architect/Engineer: (1) if, in the Contractor's opinion, the procedure deviates from good construction practice; or (2) if following the procedure will affect any warranties, including the Contractor's general warranty; or (3) of any objections the Contractor may have to the procedure; or (4) if the Contractor proposes any alternative procedure which the Contractor is willing to warrant. Page 5 of 37 196 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for, or on behalf of, the Contractor or any of its Subcontractors, and for any damages, losses, costs, and expenses resulting from such acts or omissions. 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. 3.4 LABOR AND MATERIALS 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. 3.4.2 Except in the case of minor changes in the Work jointly authorized by the Architect/Engineer and Owner in accordance with Sections 3.12.8 or 7.4, the Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect/Engineer and in accordance with a Change Order or Construction Change Directive. 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. 3.5 WARRANTY 3.5.1 The Contractor warrants to the Owner and Architect/Engineer that materials and equipment furnished under the Agreement will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements will be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect/Engineer or Owner, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. The Contractor shall assign to the Owner all warranties and guarantees of manufacturers, Subcontractors, and others related to the Work. 3.5.2 The General Contractor shall promptly correct improper work, without cost to the Owner, within twenty-four (24) hours after receipt of notification of such faulty labor or workmanship. If the General contractor fails to correct the defects within twenty-four (24) hours, the Owner shall be entitled to have such work remedied and the General Contractor shall be fully liable for all costs and expenses reasonable, incurred by the Owner. Payments in full or otherwise do not constitute a waiver of this guarantee. The guarantee period shall be effective for one (1) year or as outlined in the Contract Documents 3.6 TAXES 3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor that are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. 3.6.2 The Contractor recognizes that Owner is a political subdivision of the State of Florida and as such is entitled to direct purchase materials in order to save the state sales tax. Contractor shall provide Owner with a list of items that may be eligible for sales tax savings prior to purchasing these materials. In the event Owner opts to make Owner -direct purchases, the tax savings shall be accrued in a Sales Tax Savings Account. Materials provided under this Sales Tax Savings program by the Contractor shall be based on Page 6 of 37 197 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E the actual prices quoted by the General contractor for the materials used plus the percentage markup proposed in the RFP response. The Sales Tax Savings Account shall be for the benefit of Owner only. Owner is the sole recipient of any sales tax savings and may use money generated by the savings for reduction of the Project cost, increases in the scope of Work, or any other purpose Owner so desires without extending the schedule. If any funds remain in the Sales Tax Savings Account at the completion of the Project, the Project cost shall be reduced by Change Order to return all unused Sales Tax Savings to Owner. 3.7 PERMITS, FEES, NOTICES, AND COMPLIANCE WITH LAWS 3.7.1 The Contractor shall secure, and the Owner shall pay for, the building permit. The Contractor shall secure as well as pay for other permits, fees, licenses, and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. If the Contractor fails to give such notices, it shall be liable for and shall indemnify and hold harmless the Owner and the Architect/Engineer and their respective employees, officers and agents, against any resulting fines, penalties, judgments or damages, imposed on or incurred by the parties indemnified hereunder. 3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs, damages, losses, and expenses attributable to correction. 3.7.4 Concealed or Unknown Conditions. If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, the Contractor shall promptly provide notice to the Owner and the Architect/Engineer before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Architect/Engineer will promptly investigate such conditions and, if the Architect/Engineer determines that they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Architect/Engineer determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect/Engineer shall promptly notify the Owner and Contractor in writing, stating the reasons. If either party disputes the Arch itect/Engineer's determination or recommendation, that parry may proceed as provided in Article 15. Information shown on the Drawings as to the location of existing utilities has been prepared from the most reliable data available to the Architect/Engineer. The Owner and the Architect/Engineer do not guarantee this information, and it shall be the Contractors responsibility to verify the location, character and depth of existing utilities. The Contractor shall help the utilities companies, by every means possible to verify said locations and the locations of recent additions to the system not shown. 3.9 SUPERINTENDENT 3.9.1 The Contractor shall employ a competent superintendent and if required by the Project Scope necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. 3.9.2 The Contractor, as part of the response to the Project Work Request, shall furnish in writing to the Owner and the Architect/Engineer the name and qualifications of a proposed superintendent. Page 7 of 37 198 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E 3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Architect/Engineer has made reasonable and timely objection. The Contractor shall not change the superintendent without the Owner's consent, which shall not unreasonably be withheld or delayed. 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES 3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and Architect/Engineer's information a Contractor's construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals not less than monthly as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. 3.10.2 The Contractor shall prepare a submittal schedule, promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, and shall submit the schedule(s) for the Architect/Engineer's approval. The Architect/Engineer's approval shall not unreasonably be delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor's construction schedule, and (2) allow the Architect/Engineer reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to and approved by the Owner and Architect/Engineer. 3.11 DOCUMENTS AND SAMPLES AT THE SITE The Contractor shall maintain at the site for the Owner one copy of the Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to the Architect/Engineer and shall be delivered to the Architect/Engineer before the date of Substantial Completion (with the exception of underground utilities, which shall be submitted to the Architect/Engineer within thirty (30) days of completion of the utility work) for submittal to the Owner upon completion of the Work as a record of the Work as constructed. The Contractor shall maintain all approved permit drawings and documents at the site and make them accessible to inspectors, the Architect/Engineer, and the Owner at all times while the Work is in progress. Such documents shall be delivered to the Architect/Engineer before final payment. 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub -subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. The Contractor shall not submit any shop drawing that is merely a tracing or other copy of any of the Contract Documents. Each shop drawing shall be prepared by the Contractor, or a subcontractor or supplier of the Contractor and shall be submitted according to the project specifications. 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. 3.12.3 Samples are physical examples that illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. Their purpose is to demonstrate the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the Architect/Engineer is subject to the limitations of Page 8 of 37 199 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E Section 4.2.7. Informational submittals upon which the Architect/Engineer is not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Architect/Engineer without action. 3.12.5 If required in the Project Work Request the Contractor shall review for compliance with the Contract Documents, approve and submit to the Architect/Engineer Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents in accordance with the submittal schedule approved by the Architect/Engineer or, in the absence of an approved submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. 3.12.6 By submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents to the Owner and Architect/Engineer that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Architect/Engineer. 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect/Engineer's approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect/Engineer in writing of such deviation at the time of submittal and (1) the Architect/Engineer has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect/Engineer's approval thereof. 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Architect/Engineer on previous submittals. In the absence of such written notice, the Arch itect/Engineer's approval of a resubmission shall not apply to such revisions. 3.13 USE OF SITE The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. The Contractor acknowledges the ongoing operations of the Owner and agrees to coordinate the Work with the Owner and conduct the Work in a manner which minimizes or eliminates any adverse impact on the Owner. 3.14 CUTTING AND PATCHING 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. All areas requiring cutting, fitting and patching shall be restored to the condition existing prior to the cutting, fitting and patching, unless otherwise required by the Contract Documents. 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. Page 9 of 37 200 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E 3.15 CLEANING UP 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove waste materials, rubbish, the Contractors tools, construction equipment, machinery and surplus materials from and about the Project. 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and Owner shall be entitled to reimbursement from the Contractor. 3.16 ACCESS TO WORK The Contractor shall provide the Owner and Architect/Engineer access to the Work in preparation and progress wherever located. 3.18 INDEMNIFICATION 3.18.1 In accordance with Section 725.06(2), Florida Statutes, the Contractor agrees to indemnify, hold harmless, and defend the School Board of Brevard County, its officers and employees, from liabilities, damages, losses and costs, including but not limited to, reasonable attorney's fees to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of Contractor and persons employed or utilized by the Contractor in the performance of this Agreement. ARTICLE 4 ARCHITECT/ENGINEER 4.1 GENERAL 4.1.1 The Owner shall retain an Architect/Engineer lawfully licensed to practice architecture/engineering or an entity lawfully practicing architecture/engineering in the State of Florida. That person or entity is identified as the Architect/Engineer in the Agreement and is referred to throughout the Contract Documents as if singular in number. 4.1.2 Duties, responsibilities and limitations of authority of the Architect/Engineer as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect/Engineer. Consent shall not be unreasonably withheld. 4.2 ADMINISTRATION OF THE CONTRACT 4.2.1 The Architect/Engineer will provide administration of the Contract as described in the Contract Documents and will be an Owner's representative during construction until the date the Architect/Engineer issues the final Certificate For Payment. The Architect/Engineer will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. 4.2.2 The Architect/Engineer will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Work is in accordance with the Contract Documents. However, the Architect/Engineer will not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the Work. The Architect/Engineer will not have control over, charge of, or responsibility for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents. 4.2.3 On the basis of the site visits, the Architect/Engineer will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner (1) known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor, and (2) defects and deficiencies observed in the Work. The Architect/Engineer will not be responsible for Page 10 of 37 201 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect/Engineer will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. 4.2.4 COMMUNICATIONS FACILITATING CONTRACT ADMINISTRATION Except as otherwise provided in the Contract Documents, or when direct communications have been specifically authorized, the Owner and Contractor shall endeavor to communicate through the Architect/Engineer about matters arising out of or relating to the Contract. Communications by and with the Architect/Engineer's consultants shall be through the Architect/Engineer. Communications by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with separate contractors shall be through the Owner. 4.2.5 Based on the Architect/Engineer's evaluations of the Contractor's Applications for Payment, the Architect/Engineer will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. 4.2.6 The Architect/Engineer jointly with the Owner has authority to reject Work that does not conform to the Contract Documents. Whenever the Architect/Engineer considers it necessary or advisable, the Architect/Engineer jointly with the Owner will have authority to require inspection or testing of the Work in accordance with Sections 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect/Engineer nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect/Engineer to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. 4.2.7 The Architect/Engineer will review and approve, or take other appropriate action upon, the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect/Engineer's action will be taken in accordance with the submittal schedule approved by the Architect/Engineer or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect/Engineer's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect/Engineer's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5 and 3.12. The Architect/Engineers review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect/Engineer, of any construction means, methods, techniques, sequences or procedures. The Architect/Engineer's approval of a specific item shall not indicate approval of an assembly of which the item is a component. 4.2.8 The Architect/Engineer will prepare Change Orders and Construction Change Directives, and may jointly with the Owner authorize minor changes in the Work as provided in Section 7.4. The Architect/Engineer will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. 4.2.9 The Architect/Engineer jointly with the Owner will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion pursuant to Section 9.8; receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10; and issue a final Certificate for Payment pursuant to Section 9.10. 4.2.10 The Architect/Engineer will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Page 11 of 37 202 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E Architect/Engineer's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. 4.2.11 Interpretations and decisions of the Architect/Engineer will be consistent with the intent of, and reasonably inferable from, the Contract Documents and will be in writing or in the form of drawings. 4.2.14 The Architect/Engineer will review and respond to requests for information about the Contract Documents. The Architect/Engineer's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect/Engineer will prepare and issue supplemental Drawings and Specifications in response to the requests for information. ARTICLE 5 SUBCONTRACTORS 5.1 DEFINITIONS 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. 5.1.2 A Sub -subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub -subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub -subcontractor or an authorized representative of the Sub -subcontractor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK 5.2.1 The Contractor, with the Project Work Request response shall furnish in writing to the Owner the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Architect/Engineer and Owner may jointly reply within 14 days to the Contractor in writing stating (1) whether the Owner or the Architect/Engineer has reasonable objection to any such proposed person or entity or (2) that the Architect/Engineer requires additional time for review. Failure of the Owner or Architect/Engineer to reply within the 14 day period shall constitute notice of no reasonable objection. 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect/Engineer has made reasonable objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. 5.2.3 If the Owner or Architect/Engineer has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect/Engineer has no reasonable objection. 5.2.4 The Contractor shall not substitute a Subcontractor, person or entity previously selected if the Owner or Architect/Engineer makes reasonable objection to such substitution. 5.3 SUBCONTRACTUAL RELATIONS By appropriate written agreement, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents, assumes toward the Owner and Architect/Engineer. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect/Engineer under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has Page 12 of 37 203 of 287 DocuSign Envelope ID: OA98C087-855E-4FCD-87DF-F4F06BE3595E against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub -subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors shall be similarly required to make copies of applicable portions of such documents available to their respective proposed Sub -subcontractors. 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner, provided that 5.4.1.1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor in writing; and 5.4.1.2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor's rights and obligations under the subcontract. 5.4.2 Upon such assignment, if the Work has been suspended for more than thirty (30) days, the Subcontractor's compensation shall be equitably adjusted for increases in direct costs resulting from the suspension and that are not due to any breach of contract or negligence of the Subcontractor or its employees. 5.4.3 Upon such assignment to the Owner under this Section 5.4, the Owner may further assign the subcontract to a successor contractor or other entity. 5.4.4 Any assignment made under this section shall not relieve the Contractor of its duties and responsibilities under this Contract nor shall any assignment be deemed a waiver by the Owner of any action or claims which it could assert against the Contractor. 5.5 OWNER PAYMENTS TO SUBCONTRACTORS 5.5.1 In case of any default hereunder by the Contractor, that is not the fault of a Subcontractor, the Owner may make direct payment to the Subcontractor, less appropriate retainage. In that event, the amount so paid the Subcontractor shall be deducted from the payments to the Contractor. 5.5.2 Nothing contained herein shall create any obligation by the Owner to make any payments to any Subcontractor and no payment by the Owner to any Subcontractor shall create any obligation to make any further payments to any Subcontractor. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS 6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Article 15. Page 13 of 37 204 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner -Contractor Agreement. 6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules and performance requirements. The Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner until subsequently revised. 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights that apply to the Contractor under the Conditions of the Contract. 6.2 MUTUAL RESPONSIBILITY 6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Architect/Engineer apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable. 6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a separate contractor because of the Contractor's delays, improperly timed activities or defective construction. The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a separate contractor's delays, improperly timed activities, damage to the Work or defective construction. 6.2.4 The Contractor shall promptly remedy damage the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5. 6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. 6.3 OWNER'S RIGHT TO CLEAN UP If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK 7.1 GENERAL 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. Page 14 of 37 205 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor and Architect/Engineer; a Construction Change Directive requires agreement by the Owner and Architect/Engineer and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be jointly issued by the Architect/Engineer and Owner. 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. 7.1.4 For changes in the Work which include work by the Contractor and Subcontractors, the labor rates and the fixed markup percentages which were established as part of the response to this RFP shall be utilized. 7.2 CHANGE ORDERS 7.2.1 A Change Order is a written instrument prepared jointly by the Architect/Engineer and Owner and signed by the Contractor, Owner and Architect/Engineer stating their agreement upon all of the following: 7.2.1.1 The change in the Work; 7.2.1.2 The amount of the adjustment, if any, in the Contract Sum; and 7.2.1.3 The extent of the adjustment, if any, in the Contract Time. 7.3 CONSTRUCTION CHANGE DIRECTIVES 7.3.1 A Construction Change Directive is a written order prepared jointly by the Architect/Engineer and Owner and signed by the Owner and Architect/Engineer, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly. 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: 7.3.3.1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation. The lump sum proposal shall be itemized for the various components of the Work, segregated by labor, materials, equipment, in a detailed format identifying unit quantities and unit prices, satisfactory to Owner. The Contractor will provide its itemized lump sum proposal and similar proposals for any Subcontractors and Sub - subcontractors; 7.3.3.2 Unit prices stated in the Contract Documents or subsequently agreed upon; 7.3.3.3 Cost to be determined in a manner agreed upon by the parties and a percentage fee established in the Agreement for the Contractor, or 7.3.3.4 As provided in Section 7.3.7. 7.3.4 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. 7.3.5 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Architect/Engineer, in writing, of the Contractor's agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. Page 15 of 37 206 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E 7.3.6 A Construction Change Directive signed by the Contractor indicates the Contractor's agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. 7.3.7 If the Contractor does not respond within fourteen (14) days, or disagrees with the adjustment in the Contract Sum, the Owner shall determine the method and the adjustment on the basis the net increase or decrease in the cost of the Work attributable to the change, including, in case of an increase in the Contract Sum, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Architect/Engineer and the Owner may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.7 shall be limited to the following: 7.3.7.1 Costs of labor, as defined in the Agreement; 7.3.7.2 Costs of materials, supplies and equipment, as defined in the Agreement; 7.3.7.3 Rental costs of machinery and equipment, as defined in the Agreement. 7.3.7.4 Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect/Engineer. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase or decrease, if any, with respect to that change. 7.3.9 When the Owner and Contractor agree with a determination made by the Architect/Engineer concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Architect/Engineer will prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. 7.4 MINOR CHANGES IN THE WORK The Architect/Engineer and Owner have joint authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes will be effected by written order signed by the Architect/engineer and Owner and shall be binding on the Contractor. ARTICLE 8 TIME 8.1 DEFINITIONS 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents and identified on the Project Work Request for Substantial Completion of the Work. 8.1.2 The date of commencement of the Work is the date established in the Notice to Proceed. 8.1.3 The date of Substantial Completion is the date jointly certified by the Architect/Engineer and Owner in accordance with Section 9.8. 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. 8.2 PROGRESS AND COMPLETION 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By submitting a response to the Project Work Request the Contractor confirms that the Contract Time is a reasonable period for performing the Work. Page 16 of 37 207 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E 8.2.2 The Contractor shall not, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. 8.3 DELAYS AND EXTENSIONS OF TIME 8.3.1 If the Contractor is materially delayed at any time in the commencement or progress of the Work by a wrongful act or neglect of the Owner or Architect/Engineer, or of an employee of either, or of a separate contractor employed by the Owner; or by changes ordered in the Work; or by labor disputes not caused by wrongful or unlawful acts of Contractor, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor's control; or by other causes that the Owner determines may justify delay, then the Contract Time may be extended by Change Order for such reasonable time as the Owner may determine. 8.3.2 Except as provided in Sections 3.7.4 and 10.3.3. an extension of time as defined above, shall be the Contractor's exclusive remedy in the event of such a delay, no matter how or by whom caused. Contractor further specifically acknowledges that it shall have no claim for increase in the Contract Sum or damages of any kind because of any delays whatsoever to all or any part of the Work whether foreseen or unforeseen, and whether caused by any person's hindrance or active interference. 8.3.3 Claims relating to time shall be made in accordance with applicable provisions of Article 15. 8.3.4 The Owner will schedule furniture and equipment deliveries based on the construction schedule. The Contractor shall be responsible for all costs to the Owner for storage, double handling, re -shipping, and extended general conditions costs of delayed furniture and equipment installations due to the Contractor's not meeting schedule completion dates. ARTICLE 9 PAYMENTS AND COMPLETION 9.1 CONTRACT SUM The Contract Sum established through the contractor's response to the Project Work Authorization, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. 9.1.1 CATEGORY ONE PROJECTS Projects estimated by the Owner at less than or equal to $3,000.00 (or the dollar amount as modified by School Board policy). The Owner's Representative may choose any one of the awarded Contractors to perform the Work. The Contractor shall provide an estimate response to the Owner outlining in detail the costs to perform the Work described in the Construction Documents and related Project Work Request. The estimate shall match all awarded hourly rates and mark-up percentages included as Exhibit A to this agreement. In addition, the Contractor's Overhead and Profit are limited to a total of fifteen (15) percent. The Contractor shall provide bid tab sheets for each major trade illustrating bid coverage acceptable to the Owner and a Schedule of Values for the estimate. The Purchase Order will be issued as a "Guaranteed Maximum Price" purchase. 9.1.2 CATEGORY TWO PROJECTS Projects estimated by the Owner at more than $3,000 (or the dollar amount as modified by School Board policy) and less than or equal to $300,000.00. The Owner's Representative will distribute the Project Work Request form to all of the Contractors selected under RFP #. The Contractors shall provide a written lump sum quote with a Schedule of Values to the Owner based on the schedule identified in the Project Work Page 17 of 37 208 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E Request. The Owner will award the Project to the Contractor with the lowest responsive, responsible quote and the Purchase Order will be issued as a "Lump Sum " purchase. 9.2 SCHEDULE OF VALUES Where the Contract is based on a Guaranteed Maximum Price (Category One Project) or Lump Sum (Category Two Project), the Contractor shall submit to the Architect/Engineer, as part of the pricing submittal, a Schedule of Values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Architect/Engineer and Owner may require. This schedule, unless objected to by the Architect/Engineer or Owner, shall be used as a basis for reviewing the Contractor's Applications for Payment. 9.3 APPLICATIONS FOR PAYMENT 9.3.1 The Contractor shall submit to the Architect/Engineer an itemized Application for Payment prepared in accordance with the most recently approved Schedule of Values for completed portions of the Work. Such application shall be notarized and supported by such data substantiating the Contractor's right to payment as the Owner or Architect/Engineer may require, such as copies of requisitions from Subcontractors and material suppliers, and shall reflect retainage per Section 9.4.3. 9.3.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or material supplier, unless such Work has been performed by others whom the Contractor intends to pay. 9.3.3 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. Payment for materials and equipment stored on the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest. 9.3.4 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. 9.4 CERTIFICATES FOR PAYMENT 9.4.1 The Architect/Engineer will, within seven (7) days after receipt of the Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Arch itectEngineer determines is properly due, or notify the Contractor and Owner in writing of the Architect/Engineer's reasons for withholding certification in whole or in part as provided in Section 9.5.1. 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the ArchitectEngineer to the Owner, based on the Architect/Engineer's evaluation of the Work and the data comprising the Application for Payment, that, to the best of the Architect/Engineer's knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect/Engineer. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment will not be a representation that the Architect/Engineer has (1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) made examination to Page 18 of 37 209 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 9.4.3 RETAINAGE ON PROGRESS PAYMENTS 9.4.3.1 Owner shall withhold from each progress payment made to the Contractor ten (10) percent of the payment as retainage until fifty (50) percent completion of services. After fifty (50) percent completion the Owner may reduce to five (5) percent the amount of retainage withheld from each subsequent progress payment made to the Contractor. Fifty (50) percent completion shall be determined as the point at which the Owner has expended fifty (50) percent of the total cost of the construction services purchased as identified in the contract together with all costs associated with existing change orders and other additions or modifications for the construction services provided for in the contract. Retainage shall not be held on Owner Direct Purchases. 9.4.3.2 After fifty (50) percent completion of the construction services the Contractor may present to the Owner a payment request for up to one-half of the retainage held by the Owner. If jointly approved by the Architect/Engineer and Owner, the Owner shall make prompt payment to the Contractor. If the Owner's retainage payment under this subsection is attributable to the labor, services, or materials supplied by one or more subcontractors or suppliers the Contractor shall timely remit payment of such retainage to those subcontractors and suppliers. 9.4.3.3 The Owner may release at any point all, or any portion of any retainage withheld which is attributable to the labor, services, or materials supplied by the Contractor or by one or more subcontractors or suppliers. If the Owner's retainage payment under this subsection is attributable to the labor, services, or materials supplied by one or more subcontractors or suppliers the Contractor shall timely remit payment of such retainage to those subcontractors and suppliers. 9.4.3.4 Upon Substantial Completion of the entire Work or, if applicable, any portion of the Work, Owner shall release to Contractor all retained amounts relating, as applicable, to the entire Work or completed portion of the Work, less an amount equal to the reasonable value of all remaining or incomplete items of Work as noted in the Certificate of Substantial Completion and all Liquidated Damages and other damages for which Owner determines Contractor is liable. 9.5 DECISIONS TO WITHHOLD CERTIFICATION 9.5.1 The Architect/Engineer will withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Arch itect/Engineer's opinion the representations to the Owner required by Section 9.4.2 cannot be made. If the Architect/Engineer is unable to certify payment in the amount of the Application, the Architect/Engineer will notify the Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect/Engineer cannot agree on a revised amount, the Architect/Engineer will promptly issue a Certificate for Payment for the amount for which the Architect/Engineer is able to make such representations to the Owner. The Architect/Engineer may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect/Engineer's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.3.2, because of 9.5.1.1 defective Work not remedied; 9.5.1.2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor; 9.5.1.3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment; 9.5.1.4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; 9.5.1.5 damage to the Owner or a separate contractor; Page 19 of 37 210 of 287 DocuSign Envelope ID: OA98C087-855E-4FCD-87DF-F4F06BE3595E 9.5.1.6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or 9.5.1.7 repeated failure to carry out the Work in accordance with the Contract Documents. 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. 9.5.3 If any claim is made or filed with or against the Owner, the Project, or the Premises by any person claiming that the Contractor or Subcontractor or other person under it has failed to make payment for any labor, services, materials, equipment, taxes, or other items or obligations furnished or incurred for or concerning the Work, or if at any time there shall be evidence of such nonpayment or of any claim or lien for which, if established, the Owner might become liable and which is chargeable to the Contractor, or if the Contractor or any Subcontractor or other person under it causes damage to the Work or to any other work on the Project, if the Contractor fails to perform or is otherwise in default under any of the terms or provisions of the Contract Documents, the Architect/Engineer shall withhold certification, and the Owner shall have the right to retain from any payment then due or afterwards to become due an amount that the Owner shall deem sufficient to (1) satisfy, discharge, and/or defend against any such claim or lien or any action that may be brought or judgment that may be recovered thereon, (2) make good any such nonpayment, damage, failure, or default and (3) compensate the Owner for and indemnify it against all losses, liability, damages, costs, and expenses which may be sustained or incurred by the Owner in connection therewith. The Owner shall have the right to apply and charge against the Contractor so much of the amount retained as may be required for the foregoing purposes. If such amount is insufficient therefore, the Contractor shall be liable for the difference and pay the same to the Owner. 9.6 PROGRESS PAYMENTS 9.6.1 After the Architect/Engineer has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents. 9.6.2 The Contractor shall pay each Subcontractor no later than seven (7) days after receipt of payment from the Owner the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub -subcontractors in a similar manner. 9.6.3 The Architect/Engineer will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect/Engineer and Owner on account of portions of the Work done by such Subcontractor. 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and material and equipment suppliers amounts paid by the Owner to the Contractor for subcontracted Work. If the Contractor fails to furnish such evidence within seven (7) days, the Owner shall have the right to contact Subcontractors to ascertain whether they have been properly paid. Neither the Owner nor Architect/Engineer shall have an obligation to pay or to see to the payment of money to a Subcontractor, except as may otherwise be required by law. 9.6.5 Contractor payments to material and equipment suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. 9.7 NOT USED Page 20 of 37 211 of287 DocuSign Envelope ID: OA98C087-855E-4FCD-87DF-F4F06BE3595E 9.8 SUBSTANTIAL COMPLETION 9.8.1 Substantial Completion is the stage in the progress of the Work when all required occupancy permits have been issued and the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect/Engineer a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. 9.8.3 Upon receipt of the Contractor's list, the Architect/Engineer and Owner jointly will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the inspection discloses any item, whether or not included on the Contractor's list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect/Engineer. In such case, the Contractor shall then submit a request for another inspection by the Architect/Engineer to determine Substantial Completion. 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect/Engineer will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. 9.9 PARTIAL OCCUPANCY OR USE 9.9.1 The Owner may occupy or use any completed portion of the Work at any stage when such partial occupancy is designated in the Contract Documents. Such partial occupancy or use may only commence when the portion is substantially complete and provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect/Engineer as provided under Section 9.8.2. 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Architect/Engineer shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. 9.10 FINAL COMPLETION AND FINAL PAYMENT 9.10.1 Upon receipt of the Contractor's written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect/Engineer jointly with the Owner will promptly make such inspection and, when the Architect/Engineer and Owner finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect/Engineer will Page 21 of 37 212 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E promptly issue a final Certificate for Payment stating that to the best of the Architect/Engineer's knowledge, information and belief, and on the basis of the Architect/Engineer's on -site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect/Engineer's final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect/Engineer (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least thirty (30) days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.10.3 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from 9.10.1.1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; 9.10.1.2 failure of the Work to comply with the requirements of the Contract Documents; or 9.10.1.3 terms of special warranties required by the Contract Documents. 9.10.1.4 latent defects appearing during or beyond the warranty period. 9.10.4 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. 9.10.5 The Contractor shall submit to the Architect/Engineer and the Owner final affidavits and unconditional waivers of liens, in form and substance satisfactory to the Owner from the Contractor, Subcontractor, and Sub -subcontractor and material suppliers. On request of the Owner, the Contractor shall provide any additional information or documentation necessary under the then existing mechanic's lien laws. 9.10.6 Unless otherwise agreed to by the Owner, Final Completion of the Project shall be achieved no later than thirty (30) days following the date of Substantial Completion. 9.11 LIQUIDATED DAMAGES If the Contractor neglects, fails, or refuses to complete the Work within the time specified in a Project Work Request or an Estimate or as properly extended by the Owner, then the Contractor does hereby agree, as part considerations for awarding of this Contract, to pay the Owner a minimum sum of two -hundred (200) dollars for each and every calendar day that the Contractor shall delay after the time stipulated in the Purchase Order/Notice to Proceed as the required date of Substantial Completion or Final Completion, not as a penalty but as liquidated damages for breach of the contract as set forth herein. The liquidated damages amount will be identified on a project by project basis. Page 22 of 37 213 of287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY 10.1 SAFETY PRECAUTIONS AND PROGRAMS The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Agreement. 10.2 SAFETY OF PERSONS AND PROPERTY 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to 10.2.1.1 employees on the Work and other persons who may be affected thereby; 10.2.1.2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub -subcontractors; and 10.2.1.3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. 10.2.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Agreement, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. 10.2.4 When use or storage hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub -subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3, except damage or loss attributable to acts or omissions of the Owner or Architect/Engineer or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Section 3.18. 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect/Engineer. 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. 10.2.8 INJURY OR DAMAGE TO PERSON OR PROPERTY If either party suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts such party is legally responsible, written notice of such injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding twenty-one (21) days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. Page 23 of 37 214 of-" 87 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E 10.3 HAZARDOUS MATERIALS 10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner and Architect/Engineer in writing. 10.3.2 Upon receipt of the Contractor's written notice, the Owner shall obtain the services of a environmental consulting firm to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to cause it to be remediated as required by applicable law. Unless otherwise required by the Contract Documents, and if requested in writing by the Contractor, the Owner shall furnish in writing to the Contractor and Architect/Engineer the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. When the material or substance has been remediated as required by applicable law, or appropriate governmental approvals have been obtained, Work in the affected area shall resume upon written agreement of the Owner and Contractor. By Change Order, the Contract Time shall be extended appropriately. 10.3.3 The Owner shall not be responsible under this Section 10.3 for materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents. The Owner shall be responsible for materials or substances required by the Contract Documents, except to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. 10.3.4 The Contractor shall indemnify the Owner for the cost and expense the Owner incurs (1) for remediation of a material or substance the Contractor brings to the site and negligently handles, or (2) where the Contractor fails to perform its obligations under Section 10.3.1. 10.3.5 The Contractor agrees that: (1) no hazardous substances, wastes or materials (collectively "hazardous materials") will be brought onto the Site by the Contractor, any Subcontractor, Sub - subcontractor or any person or entity for whom any of them is responsible, except as required by the Contract Documents or otherwise required for the Work and in full compliance with applicable laws, (2) no asbestos containing material, lead -based paint or other hazardous materials will be incorporated into the Work, and (3) without the Owner's prior written consent, no underground or above ground storage tanks will be placed on the Site. In the event any suspected hazardous materials are encountered at the Site during the conduct of the Work, the Contractor shall (a) stop the Work in the area where suspected hazardous materials are encountered until receipt of notification from the Owner the Work shall proceed, (b) promptly notify the Owner of such encounter and consult with the Owner, and (c) take all reasonable precautions in accordance with applicable law to prevent or contain the movement, spread or disturbance of such hazardous materials and to protect all persons and property. To the fullest extent allowed by law, the Contractor shall indemnify and hold harmless the Owner for any liability, damages and expenses including attorney's fees, resulting from a breach of this paragraph 10.3.5. 10.4 EMERGENCIES In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Article 15 and Article 7. ARTICLE 11 INSURANCE AND BONDS 11.1 CONTRACTOR'S LIABILITY INSURANCE Page 24 of 37 215 of287 DocuSign Envelope ID: OA98CO87-855E-4FC0-870E-F4FO6BE3595E 11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the State of Florida such insurance as will protect the Contractor and the Owner from claims set forth below which may arise out of or result from the Contractor's operations and completed operations under the Agreement and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: 11.1.1.1 Claims under workers' compensation, disability benefit and other similar employee benefit acts that are applicable to the Work to be performed; 11.1.1.2 Claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractors employees; 11.1.1.3 Claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor's employees; 11.1.1.4 Claims for damages insured by usual personal injury liability coverage; 11.1.1.5 Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom; 11.1.1.6 Claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; 11.1.1.7 Claims for bodily injury or property damage arising out of completed operations; and 11.1.1.8 Claims involving contractual liability insurance applicable to the Contractor's obligations under Section 3.18. 11.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits of liability specified in the Contract Documents or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims -made basis, shall be maintained without interruption from the date of commencement of the Work until the date of final payment and termination of any coverage required to be maintained after final payment, and, with respect to the Contractor's completed operations coverage, until the expiration of the period for correction of Work or for such other period for maintenance of completed operations coverage as specified in the Contract Documents. 11.1.2.1 The Contractor will provide before commencement of work, and attach to this agreement, a certificate(s) evidencing such insurance coverage to the extent listed in .1 to .4 below. The Owner reserves the right to be named as an additional insured or to reject such coverage and terminate this agreement if coverage is determined to be inadequate or insufficient. The Contractor will carry and maintain as a minimum the following coverage from insurance carriers that maintain a rating of "A" or better and a financial size category of "VII" or higher according to the A. M. Best Company. Such certificates must contain a provision for notification to the Board thirty (30) days in advance of any material change in coverage or cancellation. This is applicable for the procurement and delivery of products, goods, or services furnished to or for the Owner and any of its ancillary schools, departments, or organizations. 11.1.2.1.1 Commercial General Liability Insurance: Negligence including Bodily Injury & Property per Occurrence $1,000,000 General Aggregate $2,000,000 11.1.2.1.2 Automobile Liability: Negligence Including Bodily Injury & Property Damage per Occurrence $ 500,000 Combined Single Limit per Occurrence $1,000,000 11.1.2.1.3 Workers' Compensation/Employers Liability: W.C. Limit Required Statutory Limits E.L. Each Accident $1,000,000 E.L. Disease — Each Employee $1,000,000 E.L. Disease — Policy Limit $1,000,000 Page 25 of 37 216 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E 11.1.2.1.4 Professional Liability Insurance/Environmental Liability/Cyber Liability (as applicable) (Errors &Omissions): For services, goods or projects that will not exceed $1,000,000 in value over a year.' Each Claim $ 250,000 Annual Aggregate $ 500,000 For services, goods or projects that will exceed $1,000,000 in value overa year.• Each Claim $1,000,000 Annual Aggregate $2,000,000 11.1.2.1.5 Product Liability and/or Completed Operations Insurance: Negligence Including Bodily Injury & Property Damage $1.000,000 Products — Completed Operations Aggregate $2,000,000 Workers' Compensation Exemption forms will not be accepted. All entities or individuals are required to purchase a Workers' Compensation insurance policy. The Contractor shall either cover any Subcontractors on its policy or require the Subcontractors to obtain coverage to meet these requirements and file appropriate forms with the Owner. 11.2 PERFORMANCE BOND AND PAYMENT BOND 11.2.1 The Owner shall have the right to require the Contractor to furnish bonds in form and substance satisfactory to the Owner, covering faithful performance of the Agreement and payment of obligations arising thereunder as stipulated in the Project Work Request. 11.2.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Agreement, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. 11.2.3 Subcontractors and Sub -subcontractors at the discretion of the Owner may be required to obtain and provide performance and labor and material payment bonds, issued in an amount and form and by sureties reasonably acceptable to the Owner and naming the Contractor as obligee and Owner as assignee. The Owner shall from time to time and at any time have the right to increase or decrease the value of subcontracts requiring such bonds. 11.2.3.1 Subcontractors and Sub -subcontractors shall furnish bonds covering faithful performance of Subcontractors and payment of obligations arising by them which shall be in the form and substance satisfactory to the Owner. Bonds may be obtained through the Subcontractors' and Sub -subcontractors' usual sources and the cost of them shall be included in the Subcontractors and Sub -subcontractors Sum. Each bond's amount shall be equal to 100 percent of the Subcontractors and Sub -subcontractors Sum. 11.2.3.2 Subcontractors and Sub -subcontractors shall deliver the required bonds to the Contractor prior to the commencement of the Work. 11.2.3.3 The Subcontractors and Sub -subcontractors shall require the attorneys -in -fact who execute the required bonds for the sureties to affix thereto certified and current copies of the power of attorney. 11.2.3.4 Contractor will submit copies of all Subcontractor and sub -subcontractor bonds to the Owner. Page 26 of 37 217 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E 11.2.4 With the consent of the Owner, the Contractor may provide a Sub -guard bond protection program for Subcontractors in lieu of requiring Subcontractors and Sub -Subcontractors to provide payment and performance bonds ARTICLE 12 UNCOVERING AND CORRECTION OF WORK 12.1 UNCOVERING OF WORK 12.1.1 If a portion of the Work is covered contrary to the Arch itect/Engineer's request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by the Architect/Engineer, be uncovered for the Architect/Engineer's examination and be replaced at the Contractor's expense without change in the Contract Time or the Contract Sum. 12.1.2 If a portion of the Work has been covered that the Architect/Engineer has not specifically requested to examine prior to its being covered, the Architect/Engineer and the Owner may jointly request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner's expense. If such Work is not in accordance with the Contract Documents, such costs and the cost of correction shall be at the Contractor's expense. 12.2 CORRECTION OF WORK 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION The Contractor shall promptly correct Work rejected by the Architect/Engineer or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Arch itect/Engineer's services and expenses made necessary thereby, shall be at the Contractor's expense. 12.2.2 AFTER SUBSTANTIAL COMPLETION 12.2.2.1 In addition to the Contractor's obligations under Section 3.5, if, within one (1) year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor, at the Contractor's expense, shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one (1) year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor but not any other remedy available to the Owner. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect/Engineer, the Owner may correct it in accordance with Section 2.4. 12.2.2.2 The one (1) year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by one (1) additional year. 12.2.2.3 Defective work corrected by the Contractor shall be warranted for an additional period of one (1) year. 12.2.3 The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. Page 27 of 37 218 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors caused by the Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract Documents. 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents. Establishment of the one- year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. 12.3 ACCEPTANCE OF NONCONFORMING WORK If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS 13.1 SCHOOL SECURITY Contractor acknowledges and understands that the goods and services contemplated by this Agreement that are delivered to or performed on school grounds, which may at various times be occupied by students, teachers, parents and school administrators. Accordingly, in order to secure the schools; protect students and staff, and otherwise comply with applicable law, the Contractor agrees to the following provisions and agrees that the failure of the respondent to comply with any of these provisions may result in the termination of this contract by the Owner: 13.1.1 UNAUTHORIZED ALIENS The Owner considers the employment of unauthorized aliens by the Contractor, or any of awarded firm's sub -contracted Firms, a violation of the Immigration and Naturalization Act. The Contractor shall certify that no unauthorized aliens are working on the project site at any time. If it is determined that an unauthorized alien is working on the Project, the Contractor shall immediately take all steps necessary to remove such unauthorized alien from the property and the project. 13.1.2 POSSESSION OF FIREARMS In accordance with Section 790.115, Florida Statutes, the possession of firearms will not be tolerated on School District property. No person, who has a firearm in their vehicle, may park their vehicle on the Owner's property. Furthermore, no person may possess or bring a firearm on the Owner's property. If any employee/independent contractor of the Contractor, or any of its sub -contractors, is found to have brought a firearm(s) on to the Owner's property, said employee/ independent contractor of the Contractor shall be immediately removed and terminated from the project by the Contractor. If sub -contractor fails to terminate said employee/ independent contractor of the Contractor, the Contractor shall terminate its agreement with the sub -contractor. If the awarded Contractor fails to terminate said employee/ independent contractor of the Contractor or fails to terminate the agreement with sub -contractor who fails to terminate said employee/ independent contractor of the Contractor, the Owner may terminate this Agreement. "Firearm" means any weapon (including a starter gun or antique firearm) which will, is designed to, or may readily be converted to expel a projectile by the action of an explosive; the frame or receiver of any such weapon; any destructive devise, or any machine gun. Powder actuated construction nailers and fasteners are excluded from this definition. Page 28 of 37 219 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E 13.1.3 CRIMINAL ACTS Employment on the project by the Contractor, or any of its sub -contractors, of any employee, or independent contractor of the Contractor, with any prior convictions of any crimes against children, crimes of violence or crimes of moral turpitude will not be tolerated. If it is determined that any person with such criminal history is on the project site, the Contractor agrees to take all steps necessary to remove such person from the project. The Owner shall have the right to terminate this Agreement if the Contractor does not comply with this provision. 13.1.4 POSSESSION/USE/UNDER THE INFLUENCE OF MIND ALTERING SUBSTANCES Possession/use and/or being under the influence of any illegal mind altering substances, such as, but not limited to alcohol and/or substances delineated in Chapter 893, Florida Statutes, by the Contractor's employee/ independent contractor of the Contractor or its sub -contractors employees/ independent contractor of the sub -contractor, will not be tolerated on the Owner's property. If any employee/ independent contractor of the Contractor is found to have brought and/or used or is under the influence of any illegal mind altering substances as described above on the Owner's property, said employee/ independent contractor of the Contractor shall be removed and terminated from the project by the Contractor. If a sub -contractor fails to terminate said employee/ independent contractor of the sub -contractor, the agreement with the sub -contractor for the project shall be terminated by the Contractor. If the Contractor fails to terminate said employee/independent contractor of the Contractor or fails to terminate the agreement with the sub -contractor who fails to terminate said employee/ independent contractor of the sub -contractor, the Owner may terminate this Agreement. 13.1.5 COMPLIANCE WITH THE JESSICA LUNSFORD ACT Florida Statutes require that all persons or entities entering into contracts with the School Boards/School Districts/Charter Schools who may have personnel who will be on school grounds when students may be present, or who will have contact with students shall comply with the level 2 screening requirements of the Statute and School District Standards. The required level 2 screening includes fingerprinting that must be conducted by the Owner. Any individual who fails to meet the screening requirements shall not be allowed on school grounds. Failure to comply with the screening requirements will be considered a material default of this Agreement. 13.1.6 E-VERIFY. Under Executive Order 11-116, and Section 448.095, Fla. Stat., effective July 1, 2020, Contractor shall use the U.S. Agency of Homeland Security's E-Verify system, https://e- verify.uscis.gov/emp, to verify the employment eligibility of all employees hired during the term of this Agreement. Contractor shall also require all subcontractors performing work under this Agreement to use the E-Verify system for any employees they may hire during the term of this Agreement. Contractor must provide evidence of compliance with 448.095, Fla. Stat by January 1, 2021. Evidence may consist of, but is not limited to, providing notice of Contractor's E-Verify number. Failure to comply with this provision is a material breach of the Agreement, and BPS may choose to terminate the Agreement at its sole discretion. Contractor may be liable for all costs associated with BPS securing the same services, inclusive, but not limited to, higher costs for the same services and rebidding costs (if necessary). 13.2 SUCCESSORS AND ASSIGNS The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to covenants, agreements and obligations contained in the Contract Documents. Neither party to the Agreement shall assign the Agreement as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Agreement. 13.3 WRITTEN NOTICE Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by Page 29 of 37 220 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E registered or certified mail or by courier service providing proof of delivery to, the last business address known to the party giving notice. 13.4 AS BUILT DOCUMENTS At the completion of each Project the Contractor shall promptly provide the Owner with "As Builts" per industry standards showing all aspects of the installation on Auto CAD in .DWG, .PDF, and .TIF formats. If the site already has CAD drawings available, the General Contractor shall update them as requested by the Owner. 13.5 TESTS AND INSPECTIONS 13.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect/Engineer timely notice of when and where tests and inspections are to be made so that the Architect/Engineer may be present for such procedures. 13.5.2 If the Architect/Engineer, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Section 13.5.1, the Architect/Engineer will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect/Engineer of when and where tests and inspections are to be made so that the Architect/Engineer may be present for such procedures. Such costs, except as provided in Section 13.5.3, shall be at the Owner's expense. 13.5.3 If such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedures and compensation for the Architect/Engineer's services and expenses shall be at the Contractor's expense. 13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect/Engineer. 13.5.5 If the Architect/Engineer is to observe tests, inspections or approvals required by the Contract Documents, the Architect/Engineer will do so promptly and, where practicable, at the normal place of testing. 13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. 13.6 TOBACCO FREE The Owner (School Board) is a Tobacco free District. Tobacco and tobacco products are prohibited on any of the Owner's properties in accordance with Section 386.212, Florida Statutes. 13.7 RECORDS AND RIGHTS TO AUDIT The Contractor shall maintain such financial records and other records as may be prescribed by the Owner or by applicable federal and state laws, rules, and regulations. The Contractor shall retain these records for a period of five (5) years after final payment, or until they are audited by the Owner, whichever event occurs first. These records shall be made available during the term of the Agreement and the subsequent five (5) year period for examination, transcription, and audit by the Owner, its designees, or other entities authorized by law. 13.8 FORCE MAJEURE The Owner and the Contractor will exercise every reasonable effort to meet their respective obligations as Page 30 of 37 221 of 287 DocuSign Envelope ID: OA98C087-855E-4FCD-87DF-F4F06BE3595E outlined in this Agreement, but shall not be liable for delays resulting from force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any Government law or regulation, acts of God, acts or omissions of the other party, Government acts or omissions, fires, strikes, national disasters, wars, riots, transportation problems and/or any other cause whatsoever beyond the reasonable control of the parties. Any such cause will extend the performance of the delayed obligation to the extent of the delay so incurred. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT 14.1 TERMINATION BY THE CONTRACTOR 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of sixty (60) consecutive days through no act or fault of the Contractor or a Subcontractor, Sub -subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, for any of the following reasons: 14.1.1.1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; 14.1.1.2 An act of government, such as a declaration of national emergency that requires all Work to be stopped; or 14.1.1.3 Because the Architect/Engineer has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4.1, or because the Owner has not made a required payment on a Certificate for Payment within the time stated in the Contract Documents. 14.1.2 The Contractor may terminate the Agreement if, through no act or fault of the Contractor or a Subcontractor, Sub -subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 14.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon seven (7) days' written notice to the Owner and Architect/Engineer, terminate the Contract and recover from the Owner payment for Work properly executed, including reasonable overhead and profit, and costs incurred by reason of such termination. 14.1.4 If all of the Work is stopped for a period of sixty (60) consecutive days through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor because the Owner has repeatedly failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven (7) additional days' written notice to the Owner and the Arch itect/Engineer, terminate the Agreement and recover from the Owner as provided in Section 14.1.3. 14.2 TERMINATION BY THE OWNER FOR CAUSE 14.2.1 The Owner may terminate the Agreement if the Contractor 14.2.1.1 refuses or fails to supply enough properly skilled workers or proper materials; 14.2.1.2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; 14.2.1.3 disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or 14.2.1.4 otherwise is guilty of material breach of a provision of the Contract Documents. 14.2.2 When any of the above reasons exist, the Owner may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven (7) days' written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: Page 31 of 37 222 of 287 DocuSign Envelope ID: OA98C087-855E-4FCD-87DF-F4FO6BE3595E 14.2.2.1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; 14.2.2.2 Accept assignment of subcontracts pursuant to Section 5.4; and 14.2.2.3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect/Engineer's services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Initial Decision Maker, upon application, and this obligation for payment shall survive termination of the Contract. The costs of finishing the Work include, without limitation, all reasonable attorney's fees, additional title costs, insurance, additional interest because of any delay in completing the Work, and all other direct and indirect costs, including, but not limited to, the loss of use of the Project incurred by the Owner because of the termination of the Contractor as stated herein. 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 14.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent 14.3.2.1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or 14.3.2.2 that an equitable adjustment is made or denied under another provision of the Agreement. 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE 14.4.1 The Owner may, at any time, terminate the Agreement for the Owner's convenience and without cause. 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Contractor shall 14.4.2.1 cease operations as directed by the Owner in the notice; 14.4.2.2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and 14.4.2.3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. 14.4.3 In case of such termination for the Owner's convenience, the Contractor shall be entitled to receive payment for Work executed, and costs actually and reasonably incurred by reason of such termination, but not for overhead or profit on the Work not performed. Page 32 of 37 223 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E ARTICLE 15 CLAIMS AND DISPUTES 15.1 CLAIMS 15.1.1 DEFINITION A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, or other relief with respect to the terms of the Agreement. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Agreement. The responsibility to substantiate Claims shall rest with the party making the Claim. 15.1.2 NOTICE OF CLAIMS Claims by either the Owner or Contractor must be initiated by written notice to the other party and to the Architect/Engineer, if the Architect/Engineer is not acting as the Initial Decision Maker. Claims by either party must be initiated within twenty-one (21) days after occurrence of the event giving rise to such Claim or within twenty-one (21) days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. The timely giving of written notice shall be a condition precedent to any entitlement to adjustment in the Contract Time or the Contract Sum. 15.1.3 CONTINUING CONTRACT PERFORMANCE Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Article 14, the Contractor shall proceed diligently with performance of the Agreement and the Owner shall continue to make payments in accordance with the Contract Documents. The Architect/Engineer will prepare Change Orders and issue Certificates for Payment in accordance with the decisions of the Initial Decision Maker. 15.1.4 CLAIMS FOR ADDITIONAL COST If the Contractor wishes to make a Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. 15.1.5 CLAIMS FOR ADDITIONAL TIME 15.1.5.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay, only one Claim is necessary. 15.1.5.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions at the project site were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the scheduled construction. 15.2 INITIAL DECISION 15.2.1 Claims, excluding those arising under Sections 10.3 and 10.4 shall be referred to the Initial Decision Maker for initial decision. The Architect/Engineer will serve as the Initial Decision Maker, unless otherwise indicated in the Project Work Request. Except for those Claims excluded by this Section 15.2.1, an initial decision shall be required as a condition precedent to mediation of any Claim arising prior to the date final payment is due, unless thirty (30) days have passed after the Claim has been referred to the Initial Decision Maker with no decision having been rendered. Unless the Initial Decision Maker and all affected parties agree, the Initial Decision Maker will not decide disputes between the Contractor and persons or entities other than the Owner. 15.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions: (1) request additional supporting data from the claimant or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Page 33 of 37 224 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E Initial Decision Maker concludes that, in the Initial Decision Maker's sole discretion, it would be inappropriate for the Initial Decision Maker to resolve the Claim. 15.2.3 In evaluating Claims, the Initial Decision Maker may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering a decision. The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense. 15.2.4 If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of such request, and shall either (1) provide a response on the requested supporting data, (2) advise the Initial Decision Maker when the response or supporting data will be furnished or (3) advise the Initial Decision Maker that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Initial Decision Maker will either reject or approve the Claim in whole or in part. 15.2.5 The Initial Decision Maker will render an initial decision approving or rejecting the Claim, or indicating that the Initial Decision Maker is unable to resolve the Claim. This initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) notify the parties and the Architect/Engineer, if the Architect/Engineer is not serving as the Initial Decision Maker, of any change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation. 15.2.6 Either party may file for mediation of an initial decision at any time, subject to the terms of Section 15.2.6.1. 15.2.6.1 Either party may, within thirty (30) days from the date of an initial decision, demand in writing that the other party file for mediation within sixty (60) days of the initial decision. If such a demand is made and the party receiving the demand fails to file for mediation within the time required, then both parties waive their rights to mediate or court proceedings with respect to the initial decision. 15.2.7 In the event of a Claim against the Contractor, the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor's default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. 15.2.8 If a Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. 15.3 MEDIATION 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Agreement except those waived as provided for in Sections 9.10.4, 9.10.5, and 15.1.6 shall be subject to mediation as a condition precedent to court proceedings. 15.3.2 The parties shall endeavor to resolve their Claims by mediation. A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed with the person or entity administering the mediation. 15.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. ARTICLE 16 FINAL DISPUTE RESOLUTION In the event the Owner and Contractor fail to resolve a dispute through mediation as provided in Article 15, either party may file an action in the appropriate Court of the 181' Judicial Circuit In and For Brevard County, Florida, to enforce this Agreement. Page 34 of 37 225 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E ARTICLE 17 PUBLIC RECORDS 17.1 PUBLIC RECORDS — IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, F.S., TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE OWNER'S CUSTODIAN OF PUBLIC RECORDS AT RECORDSREQUEST@BREVARDSCHOOLS.ORG, BREVARD COUNTY PUBLIC SCHOOLS, RECORDS MANAGEMENT, 2700 JUDGE FRAN JAMIESON WAY, VIERA, FLORIDA 32940, 321-633-1000 EXT 11453. 17.2 The Agreement is subject to and governed by the laws of the State of Florida, including without limitation Chapter 119, Florida Statutes, which generally makes public all records or other writings made by or received by the Parties. The Contractor acknowledges its legal obligation to comply with Section 119.0701, Florida Statutes. The Contractor shall keep and maintain public records, as that phrase is defined in the Florida Public Records Act, which would be required to be kept and maintained by the Owner in order to perform the scope of services. The Contractor shall comply with all requirements for retaining public records and shall transfer, at no cost to the Owner, all public records in the possession of the Contractor upon a request for such public records. See Section 119.0701(2)(b)4, Florida Statutes, for additional record keeping requirements. 17.3 A request to inspect or copy public records relating to the Owners contract for services must be made directly to the Owner's Custodian of Public Records. If the Owner does not possess the requested records, the Owner's Custodian of Public Records shall immediately notify the Contractor of the request. The Contractor must provide a copy of the records to the Owner or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes. If the Contractor does not timely comply with the Owner's request for records, the Owner shall be able to sue for breach of contract and the prevailing party shall be entitled to attorney's fees. 17.4 Should the Contractor fail to provide the requested public records to the Owner within a reasonable time, the Contractor understands and acknowledges that it may be subject to penalties under Sections 119.0701(3)(c) and 119.10, Florida Statutes. 17.5 The Contractor shall not disclose public records that are exempt, or confidential and exempt, from public records disclosure unless specifically authorized by law for the duration of the agreement term and following the completion, expiration, or termination of same if the Contractor does not transfer the records to the Owner. Upon completion, expiration, or termination of the agreement, the Contractor shall transfer, at no cost to the Owner, all public records in its possession or keep and maintain public records required by the Owner to perform the services. If the Contractor transfers all public records to the Owner, the Contractor shall destroy any duplicate public records that are exempt, or confidential and exempt, from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion, expiration, or termination of the Agreement, the Contractor shall meet all applicable requirements for retaining public records and provide requested records to the Owner pursuant to the requirements of this section. All public records stored electronically must be provided to the Owner in a format that is compatible with the information technology systems of the Owner. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.1 Page 35 of 37 226 of 287 DocuSign Envelope ID: OA98CO87-855E-4FCD-87DF-F4FO6BE3595E IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth below. THE SCHOOL BOARD OF BREVARD COUNTY, FLORIDA By: Megan Wright, Board Chair Date Approved: 12/12/2023 ATTEST (WITNESS): By: Mark Rendell, Ed.D., Superintendent Contractor Contact Name: Andy Day Email Address: aday@heardconstruction.com Phone Number: 321-877-4386 Page 36 of 37 HEARD C STRUCTION, INC. By: r--�" Print Name: Ady Day Title. President Date: 11 /6/203 ATTEST(WI Bv: Print Name: Don Gorham Title: Pre -Construction Manager 227 of 287 DocuSign Envelope ID: OA98C087-855E-4FCD-87DF-F4F06BE3595E Exhibit A- Cateqory One Hourly Rates and Mark-up Percentaqes Heard Construction, Inc. Billable Hourly Rates: 1. Foreman: $52.00 2. Journeyman: $39.00 3. Helper: $32.50 4. Project Manager: $84.50 5. Estimator: $78.00 6. Equipment Operator $N/A Markups: 7. Material Markup: 12.00% (maximum 15%) 8. Subcontractor Markup: 12.00% (maximum 15%) 9. Equipment Rental Markup: 12.00% (maximum 15%) Page 37 of 37 228 of 287 DocuSign Envelope ID: D317E359-D8DA-483A-83C8-160AD354C72D PIGGYBACK AGREEMENT FOR SERVICES BETWEEN THE CITY OF SEBASTIAN AND OVATION CONSTRUCTION COMPANY, LLC THIS AGREEMENT is made and entered into on , 2024 by the City of Sebastian, Florida, a municipal corporation of the State of Florida, (hereinafter referred to as "CITY") and Ovation Construction Company, LLC (hereinafter "VENDOR"). WHEREAS, the School Board of Brevard County has previously entered into a contract with Vendor to provide General Contractor Services for Minor Projects Under $300,000 on December 12, 2023 (attached as Exhibit A hereto); and WHEREAS, the City of Sebastian wishes to enter into a like contract with Vendor under the same terms and applicable conditions as that prior agreement entered into by the . School Board of Brevard County to provide General Contractor Services for Minor Projects Under $300,000 and other related tasks as may be assigned by the City; and WHEREAS, Chapter 287, Florida Statutes and purchasing procedures of the City of Sebastian grant the authority to piggyback the purchase of goods and services as a form inter- governmental cooperative purchasing in which a public purchaser requests competitive sealed bids, enters into a contract, and arranges, as part of the contract, for other public purchasing units to purchase from the selected vendor under the same terms and conditions as itself in order to take advantage of the better pricing that large purchasers are able to obtain in order to reduce administrative time and costs involved in the procurement process (i.e., cost of preparing bid specifications, advertising, etc.); and WHEREAS, the City of Sebastian has determined that in this circumstance, piggybacking onto a contract entered into by the School Board of Brevard County is the most economically advantageous way to procure these goods and services. NOW THEREFORE, in consideration of the mutual covenants, terms, and provisions contained herein, the parties agree as follows: 1. TERM The initial term shall be for three years expiring on December 11, 2026. This Agreement may be renewed for one (1) additional two (2) year period, if the renewal option is exercised by the School Board of Brevard County. 2. GENERAL PROVISIONS All other terms and conditions of the contract and any amendments thereto entered into between the School Board of Brevard County and Vendor referenced above will be applicable to this agreement unless specified herein. 229 of 287 DocuSign Envelope ID: D317E359-D8DA-483A-83C8-160AD354C72D 3. NOTICES All notices and demands shall be sent U.S. Certified Mail, return receipt to: VENDOR: Michael Provost, Vice President Ovation Construction Company, LLC 361 S. Central Avenue Oviedo, FL 32765 4. PUBLIC RECORDS CITY: Brian Benton, City Manager City of Sebastian 1225 Main Street Sebastian, FL 32958 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT JEANETTE WILLIAMS, THE CUSTODIAN OF PUBLIC RECORDS AT 772-388-8215 OR EMAIL JWILLIAMS cnr,CITYOFSEBASTIAN.ORG CITY OF SEBASTIAN, 1225 MAIN STREET, SEBASTIAN, FLORIDA 32958 Vendor agrees to comply with public records laws, specifically to: A. Keep and maintain public records required by the public agency to perform the service. B. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. D. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. 230 of 287 DocuSign Envelope ID: D317E359-D8DA-483A-83C8-160AD354C72D IN WITNESS WHEREOF, the parties hereto have through their duly authorized representatives, approved and executed this Agreement as of the date set forth below. ATTEST: OVATION CONSTRUCTION COMPANY, LLC D... 11grnad by: Nd4Ad Pro, i Michael Provost, Vice President Date:4/15/2024 1 10:56:53 AM EDT ATTEST: CITY OF SEBASTIAN, FL Jeanette Williams, MMC Brian Benton, City Manager City Clerk Date: For the use and reliance of the City of Sebastian only. Approved as to form and legal sufficiency. Jennifer D. Cockcroft, Esq. City Attorney 231 of 287 DocuSign Envelope ID: D317E359-D8DA483A-83C8-160AD354C72D EXHIBIT A The School Board of Brevard Countv. Florida Agreement with Ovation Construction ComiDanv. LLC. 232 of 287 DocuSign Envelope ID: D317E359-D8DA483A-83C8-160AD354C72D RFP# 24-172-P-HD Board Approved: B revard Public Schools AGREEMENT BETWEEN OWNER AND GENERAL CONTRACTOR FOR MINOR PROJECTS UNDER $300,000.00 This AGREEMENT is made as of the date of Board Approval, between THE SCHOOL BOARD OF BREVARD COUNTY, FLORIDA, (hereinafter called the "Owner") and, OVATION CONSTRUCTION COMPANY, LLC, hereinafter called the "Contractor", for services in connection with minor projects at various sites under $300,000.00. OWNER: The School Board of Brevard County (Name and address) 2700 Judge Fran Jamieson Way Viera, FL 32940-6601 CONTRACTOR: Ovation Construction Company, LLC (Name and address) 361 S. Central Avenue Oviedo, FL. 32765 PROJECT: GENERAL CONTRACTOR SERVICES FOR MINOR PROJECTS UNDER $300,000.00 In consideration of the mutual covenants and obligations contained herein, Owner and Contractor agree as set forth herein. Page 1 of 37 233 of 287 DocuSign Envelope ID: D317E359-D8DA483A-83C8-160AD354C72D ARTICLE 1 GENERAL PROVISIONS 1.1 SCOPE 1.1.1 DESCRIPTION OF SERVICES Contractor shall perform General Contractor Services on an as -needed basis at various locations throughout the Brevard County School District pursuant to Chapter 1013, Florida Statutes; State Requirements for Educational Facilities; Rule 6A-2.0010, Florida Administrative Code; and School Board Rules, for the use of The School Board of Brevard County, Florida (School Board). Contractor shall provide all material, equipment, tools and labor necessary to complete the Work described and reasonably inferable from the Contract Documents. 1.1.2 TERM The term of this Agreement shall be from the date of Board Approval for an initial three (3) year term, unless terminated as provided herein, or extended by supplement to this Agreement. This Agreement shall have the option to renew, with such option to be exercised by written agreement of the parties, for one (1) additional two (2) year period. 1.2 DEFINITIONS 1.2.1 CONTRACT DOCUMENTS The Contract Documents are enumerated in the Agreement Between the Owner and Contractor (hereinafter the "Agreement' or the "Contract Documents") and consist of the Agreement, RFP #, and Addenda (inclusive of final negotiated pricing), Project Work Request Form, Drawings, Specifications, Modifications, and Contractor's Project Quote (Category One Projects) or Bid Proposal (Category Two Projects). 1.2.2 INITIAL DECISION MAKER The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2. 1.2.3 PROJECT The Project is the total construction described in the Work Authorization of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner and by separate contractors. 1.2.4 DRAWINGS The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams. 1.2.5 SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. Sections of Article 1 — General Requirements govern and supersede all other sections of the Specifications. 1.2.6 WORK The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project. 1.2.7 PROJECT WORK REQUEST Owner developed document provided to Contractor for each Project to be undertaken which outlines the work location, estimated project budget, scope of work, and criteria for project pricing/bidding. Page 2 of 37 234 of 287 DocuSign Envelope ID: D317E359-D8DA-483A-83C8-160AD354C72D 1.2.8 CATEGORY ONE PROJECTS Projects less than or equal to $3,000.00 (or the dollar amount as modified by School Board policy), Owner staff may choose any one (1) of the awarded firms to perform the work. The Contractor shall prepare an independent written estimate of the labor and materials required for the completion of the project as identified in the Project Work Request in compliance with Section 9.1.1 of this Agreement. 1.2.9 CATEGORY TWO PROJECTS Projects greater than $3,000.00 (or the dollar amount as modified by School Board policy), and less than $300,000.00, Owner staff will send a Project Work Request to all of the awarded firms, the firms will submit a written quote to the Owner staff and the Owner will award the project to the firm with the lowest responsive, responsible written quote in compliance with Section 9.1.2 of this Agreement. 1.2.10 LOCATION OF SERVICES Performance of services required by this Agreement will be conducted at various School Board owned facilities throughout Brevard County as identified in the Project Work Authorization. 1.3 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS 1.3.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. In the event of a conflict or inconsistency in or among the Contract Documents, the Contractor shall, unless directed otherwise in writing by the Owner, provide the greatest quantity, highest quality, highest degree of safety, and most stringent material, equipment or Work. In such cases, the appropriate scope of said Work, shall be determined by the Architect/Engineer in consultation with the Owner. Failure to report a conflict in the Contract Documents shall be deemed evidence that the Contractor has elected to proceed in the manner called for above. 1.3.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. 1.3.3 The Contract Documents shall also include, by reference, the latest edition/revision in effect as of the date of the Project Work Request of: Owner's "Design Standards" and all applicable local, state and national building codes and related codes such as, but not limited to; Florida Building Code, Florida Fire Prevention Code, Florida Plumbing Code, Florida Mechanical Code, Florida Accessibility Code, National Electrical Code and State Requirements for Educational Facilities (SREF). L13111N44 FX0 TAa, 4 7 �AKCI=1►14X,11111 2.1.1 The Owner, The School Board of Brevard County, is the entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in the Project Work Request a representative who shall have authority to represent the Owner with respect to all matters requiring the Owner's representation. The Architect or Engineer do not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER 2.2.1 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. Page 3 of 37 235 of 287 DocuSign Envelope ID: D317E359-D8DA-483A-83C8-160AD354C72D 2.2.2 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. 2.2.3 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's control and necessary to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor's written request for such information or services. The Contractor shall, within twenty-one (21) days of receipt of any information furnished by the Owner pursuant to this paragraph, exercise reasonable and professional customary care to verify and confirm the accuracy of the information so furnished. In case of any inaccuracies, the Contractor shall promptly notify the Owner, who shall correct any such inaccuracies. Failure to notify the Owner within the twenty-one (21) day period shall act to bar any claims by the Contractor arising from the inaccuracy or any such information. 2.2.4 Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor one (1) copy of the Contract Documents for purposes of making reproductions. 2.3 OWNER'S RIGHT TO STOP THE WORK If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3. 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven (7) day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Architect/Engineer's additional services and expenses made necessary by such default, neglect or failure. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. ARTICLE 3 CONTRACTOR 3.1 GENERAL 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Contractor shall hold a Certified General or Building contractors license issued by the State of Florida Construction Industry Licensing Board according to Chapter 489, Florida Statutes. The license must remain valid for the full term of this Agreement. 3.1.2 The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters under this Agreement. The term "Contractor" means the Contractor or the Contractor's authorized representative. 3.1.3 The Contractor shall perform the Work in accordance with the Contract Documents. 3.1.4 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect/Engineer in the Architect/Engineer's administration Page 4 of 37 236 of 287 DocuSign Envelope ID: D317E359-D8DA-483A-83C8-160AD354C72D of the Agreement, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR 3.2.1 Submittal of a response to the Project Work Request by the Contractor is a representation that the Contractor has carefully examined the Contract Documents, has visited the site, become thoroughly familiar with the nature and location of the Work, the conditions of the site as they exist, and the character of the operations to be carried out under the Contract Documents, including all existing site conditions, access to the site, physical characteristics of the site and surrounding areas, and all matters that affect the Work, or its performance. Because of such examinations and investigations, the Contractor further represents that he thoroughly understands the Contract Documents. The Contractor further represents that it will abide by all applicable codes, ordinances, laws, regulations, and rules as they apply to the Work. Claims for additional time or additional compensation because of the Contractor's failure to familiarize itself with all local conditions and the Contract Documents will not be permitted. 3.2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.2.3, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Architect/Engineer and to the Owner any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect/Engineer or the Owner may require. It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents. 3.2.2.1 The accuracy of grades, elevations, dimensions, or locations of existing conditions is not guaranteed by the Architect/Engineer or the Owner. The Contractor is responsible for verifying same. If the Contractor performs construction activity when the Contractor knows, or should know in exercise in reasonable diligence, that an activity involves an error, inconsistency, or omission in the Contract Documents, the Contractor shall assume appropriate responsibility for such performance and shall bear an appropriate amount of the costs attributable for correction. 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly report to the Architect/Engineer and the Owner any nonconformity discovered by or made known to the Contractor. If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect/Engineer issues in response to the Contractor's notices or requests for information pursuant the Contractor shall make Claims as provided in Article 15. 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for, and have control over, construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract. The Contractor shall review any specified or recommended construction or installation procedure, including those recommended by manufacturers, and shall advise the Architect/Engineer: (1) if, in the Contractor's opinion, the procedure deviates from good construction practice; or (2) if following the procedure will affect any warranties, including the Contractor's general warranty; or (3) of any objections the Contractor may have to the procedure; or (4) if the Contractor proposes any alternative procedure which the Contractor is willing to warrant. Page 5 of 37 237 of 287 DocuSign Envelope ID: D317E359-D8DA-483A-83C8-160AD354C72D 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for, or on behalf of, the Contractor or any of its Subcontractors, and for any damages, losses, costs, and expenses resulting from such acts or omissions. 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. 3.4 LABOR AND MATERIALS 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. 3.4.2 Except in the case of minor changes in the Work jointly authorized by the Architect/Engineer and Owner in accordance with Sections 3.12.8 or 7.4, the Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect/Engineer and in accordance with a Change Order or Construction Change Directive. 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. 3.5 WARRANTY 3.5.1 The Contractor warrants to the Owner and Architect/Engineer that materials and equipment furnished under the Agreement will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements will be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect/Engineer or Owner, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. The Contractor shall assign to the Owner all warranties and guarantees of manufacturers, Subcontractors, and others related to the Work. 3.5.2 The General Contractor shall promptly correct improper work, without cost to the Owner, within twenty-four (24) hours after receipt of notification of such faulty labor or workmanship. If the General contractor fails to correct the defects within twenty-four (24) hours, the Owner shall be entitled to have such work remedied and the General Contractor shall be fully liable for all costs and expenses reasonable, incurred by the Owner. Payments in full or otherwise do not constitute a waiver of this guarantee. The guarantee period shall be effective for one (1) year or as outlined in the Contract Documents 3.6 TAXES 3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor that are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. 3.6.2 The Contractor recognizes that Owner is a political subdivision of the State of Florida and as such is entitled to direct purchase materials in order to save the state sales tax. Contractor shall provide Owner with a list of items that may be eligible for sales tax savings prior to purchasing these materials. In the event Owner opts to make Owner -direct purchases, the tax savings shall be accrued in a Sales Tax Savings Account. Materials provided under this Sales Tax Savings program by the Contractor shall be based on Page 6 of 37 238 of 287 DocuSign Envelope ID: D317E359-D8DA483A-83C8-160AD354C72D the actual prices quoted by the General contractor for the materials used plus the percentage markup proposed in the RFP response. The Sales Tax Savings Account shall be for the benefit of Owner only. Owner is the sole recipient of any sales tax savings and may use money generated by the savings for reduction of the Project cost, increases in the scope of Work, or any other purpose Owner so desires without extending the schedule. If any funds remain in the Sales Tax Savings Account at the completion of the Project, the Project cost shall be reduced by Change Order to return all unused Sales Tax Savings to Owner. 3.7 PERMITS, FEES, NOTICES, AND COMPLIANCE WITH LAWS 3.7.1 The Contractor shall secure, and the Owner shall pay for, the building permit. The Contractor shall secure as well as pay for other permits, fees, licenses, and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. If the Contractor fails to give such notices, it shall be liable for and shall indemnify and hold harmless the Owner and the Architect/Engineer and their respective employees, officers and agents, against any resulting fines, penalties, judgments or damages, imposed on or incurred by the parties indemnified hereunder. 3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs, damages, losses, and expenses attributable to correction. 3.7.4 Concealed or Unknown Conditions. If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, the Contractor shall promptly provide notice to the Owner and the Architect/Engineer before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Architect/Engineer will promptly investigate such conditions and, if the Architect/Engineer determines that they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Architect/Engineer determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect/Engineer shall promptly notify the Owner and Contractor in writing, stating the reasons. If either party disputes the Arch itect/Engineer's determination or recommendation, that party may proceed as provided in Article 15. Information shown on the Drawings as to the location of existing utilities has been prepared from the most reliable data available to the Architect/Engineer. The Owner and the Architect/Engineer do not guarantee this information, and it shall be the Contractor's responsibility to verify the location, character and depth of existing utilities. The Contractor shall help the utilities companies, by every means possible to verify said locations and the locations of recent additions to the system not shown. 3.9 SUPERINTENDENT 3.9.1 The Contractor shall employ a competent superintendent and if required by the Project Scope necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. 3.9.2 The Contractor, as part of the response to the Project Work Request, shall furnish in writing to the Owner and the Architect/Engineer the name and qualifications of a proposed superintendent. Page 7 of 37 239 of 287 DocuSign Envelope ID: D317E359-D8DA-483A-83C8-160AD354C72D 3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Architect/Engineer has made reasonable and timely objection. The Contractor shall not change the superintendent without the Owner's consent, which shall not unreasonably be withheld or delayed. 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES 3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and Architect/Engineer's information a Contractor's construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals not less than monthly as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. 3.10.2 The Contractor shall prepare a submittal schedule, promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, and shall submit the schedule(s) for the Arch itect/Engineer's approval. The Architect/Engineer's approval shall not unreasonably be delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor's construction schedule, and (2) allow the Architect/Engineer reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to and approved by the Owner and Architect/Engineer. 3.11 DOCUMENTS AND SAMPLES AT THE SITE The Contractor shall maintain at the site for the Owner one copy of the Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to the Architect/Engineer and shall be delivered to the Architect/Engineer before the date of Substantial Completion (with the exception of underground utilities, which shall be submitted to the Architect/Engineer within thirty (30) days of completion of the utility work) for submittal to the Owner upon completion of the Work as a record of the Work as constructed. The Contractor shall maintain ail approved permit drawings and documents at the site and make them accessible to inspectors, the Architect/Engineer, and the Owner at all times while the Work is in progress. Such documents shall be delivered to the Architect/Engineer before final payment. 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub -subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. The Contractor shall not submit any shop drawing that is merely a tracing or other copy of any of the Contract Documents. Each shop drawing shall be prepared by the Contractor, or a subcontractor or supplier of the Contractor and shall be submitted according to the project specifications. 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. 3.12.3 Samples are physical examples that illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. Their purpose is to demonstrate the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the Architect/Engineer is subject to the limitations of Page 8 of 37 240 of 287 DocuSign Envelope ID: D317E359-D8DA-483A-83C8-160AD354C72D Section 4.2.7. Informational submittals upon which the Architect/Engineer is not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Architect/Engineer without action. 3.12.5 If required in the Project Work Request the Contractor shall review for compliance with the Contract Documents, approve and submit to the Architect/Engineer Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents in accordance with the submittal schedule approved by the Architect/Engineer or, in the absence of an approved submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. 3.12.6 By submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents to the Owner and Architect/Engineer that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Architect/Engineer. 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect/Engineer's approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect/Engineer in writing of such deviation at the time of submittal and (1) the Architect/Engineer has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect/Engineer's approval thereof. 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Architect/Engineer on previous submittals. In the absence of such written notice, the Architect/Engineer's approval of a resubmission shall not apply to such revisions. 3.13 USE OF SITE The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. The Contractor acknowledges the ongoing operations of the Owner and agrees to coordinate the Work with the Owner and conduct the Work in a manner which minimizes or eliminates any adverse impact on the Owner. 3.14 CUTTING AND PATCHING 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. All areas requiring cutting, fitting and patching shall be restored to the condition existing prior to the cutting, fitting and patching, unless otherwise required by the Contract Documents. 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. Page 9 of 37 241 of 287 DocuSign Envelope ID: D317E359-DBDA-483A-83C8-160AD354C72D 3.15 CLEANING UP 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus materials from and about the Project. 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and Owner shall be entitled to reimbursement from the Contractor. 3.16 ACCESS TO WORK The Contractor shall provide the Owner and Architect/Engineer access to the Work in preparation and progress wherever located. 3.18 INDEMNIFICATION 3.18.1 In accordance with Section 725.06(2), Florida Statutes, the Contractor agrees to indemnify, hold harmless, and defend the School Board of Brevard County, its officers and employees, from liabilities, damages, losses and costs, including but not limited to, reasonable attorney's fees to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of Contractor and persons employed or utilized by the Contractor in the performance of this Agreement. ARTICLE 4 ARCHITECT/ENGINEER 4.1 GENERAL 4.1.1 The Owner shall retain an Architect/Engineer lawfully licensed to practice architecture/engineering or an entity lawfully practicing architecture/engineering in the State of Florida. That person or entity is identified as the Architect/Engineer in the Agreement and is referred to throughout the Contract Documents as if singular in number. 4.1.2 Duties, responsibilities and limitations of authority of the Architect/Engineer as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect/Engineer. Consent shall not be unreasonably withheld. 4.2 ADMINISTRATION OF THE CONTRACT 4.2.1 The Architect/Engineer will provide administration of the Contract as described in the Contract Documents and will be an Owner's representative during construction until the date the Architect/Engineer issues the final Certificate For Payment. The Architect/Engineer will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. 4.2.2 The Architect/Engineer will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Work is in accordance with the Contract Documents. However, the Architect/Engineer will not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the Work. The Architect/Engineer will not have control over, charge of, or responsibility for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents. 4.2.3 On the basis of the site visits, the Architect/Engineer will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner (1) known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor, and (2) defects and deficiencies observed in the Work. The Architect/Engineer will not be responsible for Page 10 of 37 242 of 287 DocuSign Envelope ID: D317E359-D8DA483A-83C8-160AD354C72D the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect/Engineer will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. 4.2.4 COMMUNICATIONS FACILITATING CONTRACT ADMINISTRATION Except as otherwise provided in the Contract Documents, or when direct communications have been specifically authorized, the Owner and Contractor shall endeavor to communicate through the Architect/Engineer about matters arising out of or relating to the Contract. Communications by and with the Arch itect/Engineer's consultants shall be through the Architect/Engineer. Communications by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with separate contractors shall be through the Owner. 4.2.5 Based on the Architect/Engineer's evaluations of the Contractor's Applications for Payment, the Architect/Engineer will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. 4.2.6 The Architect/Engineer jointly with the Owner has authority to reject Work that does not conform to the Contract Documents. Whenever the Architect/Engineer considers it necessary or advisable, the Architect/Engineer jointly with the Owner will have authority to require inspection or testing of the Work in accordance with Sections 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect/Engineer nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect/Engineer to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. 4.2.7 The Architect/Engineer will review and approve, or take other appropriate action upon, the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect/Engineer's action will be taken in accordance with the submittal schedule approved by the Architect/Engineer or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the ArchitectlEngineer's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The ArchitectlEngineer's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5 and 3.12. The Architect/Engineer's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect/Engineer, of any construction means, methods, techniques, sequences or procedures. The Architect/Engineer's approval of a specific item shall not indicate approval of an assembly of which the item is a component. 4.2.8 The Architect/Engineer will prepare Change Orders and Construction Change Directives, and may jointly with the Owner authorize minor changes in the Work as provided in Section 7.4. The Architect/Engineer will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. 4.2.9 The Architect/Engineer jointly with the Owner will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion pursuant to Section 9.8; receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10; and issue a final Certificate for Payment pursuant to Section 9.10. 4.2.10 The Architect/Engineer will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Page 11 of 37 243 of 287 DocuSign Envelope ID: D317E359-D8DA-483A-83C8-160AD354C72D Arch itect/Engineer's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. 4.2.11 Interpretations and decisions of the Architect/Engineer will be consistent with the intent of, and reasonably inferable from, the Contract Documents and will be in writing or in the form of drawings. 4.2.14 The Architect/Engineer will review and respond to requests for information about the Contract Documents. The Arch itect/Engineer's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect/Engineer will prepare and issue supplemental Drawings and Specifications in response to the requests for information. ARTICLE 5 SUBCONTRACTORS 5.1 DEFINITIONS 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. 5.1.2 A Sub -subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub -subcontractor' is referred to throughout the Contract Documents as if singular in number and means a Sub -subcontractor or an authorized representative of the Sub -subcontractor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK 5.2.1 The Contractor, with the Project Work Request response shall furnish in writing to the Owner the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The ArchitecUEngineer and Owner may jointly reply within 14 days to the Contractor in writing stating (1) whether the Owner or the Architect/Engineer has reasonable objection to any such proposed person or entity or (2) that the Architect/Engineer requires additional time for review. Failure of the Owner or Architect/Engineer to reply within the 14 day period shall constitute notice of no reasonable objection. 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect/Engineer has made reasonable objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. 5.2.3 If the Owner or Architect/Engineer has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or ArchitectEngineer has no reasonable objection. 5.2.4 The Contractor shall not substitute a Subcontractor, person or entity previously selected if the Owner or Architect/Engineer makes reasonable objection to such substitution. 5.3 SUBCONTRACTUAL RELATIONS By appropriate written agreement, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents, assumes toward the Owner and ArchitectEngineer. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect/Engineer under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has Page 12 of 37 244 of 287 DocuSign Envelope ID: D317E359-D8DA483A-83C8-160AD354C72D against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub -subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors shall be similarly required to make copies of applicable portions of such documents available to their respective proposed Sub -subcontractors. 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner, provided that 5.4.1.1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor in writing; and 5.4.1.2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor's rights and obligations under the subcontract. 5.4.2 Upon such assignment, if the Work has been suspended for more than thirty (30) days, the Subcontractor's compensation shall be equitably adjusted for increases in direct costs resulting from the suspension and that are not due to any breach of contract or negligence of the Subcontractor or its employees. 5.4.3 Upon such assignment to the Owner under this Section 5.4, the Owner may further assign the subcontract to a successor contractor or other entity. 5.4.4 Any assignment made under this section shall not relieve the Contractor of its duties and responsibilities under this Contract nor shall any assignment be deemed a waiver by the Owner of any action or claims which it could assert against the Contractor. 5.5 OWNER PAYMENTS TO SUBCONTRACTORS 5.5.1 In case of any default hereunder by the Contractor, that is not the fault of a Subcontractor, the Owner may make direct payment to the Subcontractor, less appropriate retainage. In that event, the amount so paid the Subcontractor shall be deducted from the payments to the Contractor. 5.5.2 Nothing contained herein shall create any obligation by the Owner to make any payments to any Subcontractor and no payment by the Owner to any Subcontractor shall create any obligation to make any further payments to any Subcontractor. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS 6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Article 15. Page 13 of 37 245 of 287 DocuSign Envelope ID: D317E359-D8DA-483A-83C8-160AD354C72D 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner -Contractor Agreement. 6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules and performance requirements. The Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner until subsequently revised. 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights that apply to the Contractor under the Conditions of the Contract. 6.2 MUTUAL RESPONSIBILITY 6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Architect/Engineer apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable. 6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a separate contractor because of the Contractor's delays, improperly timed activities or defective construction. The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a separate contractor's delays, improperly timed activities, damage to the Work or defective construction. 6.2.4 The Contractor shall promptly remedy damage the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5. 6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. 6.3 OWNER'S RIGHT TO CLEAN UP If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK 7.1 GENERAL 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. Page 14 of 37 246 of 287 DocuSign Envelope ID: D317E359-D8DA483A-83C8-160AD354C72D 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor and Architect/Engineer; a Construction Change Directive requires agreement by the Owner and Architect/Engineer and may or may not be agreed to by the Contractor, an order for a minor change in the Work may be jointly issued by the Architect/Engineer and Owner. 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. 7.1.4 For changes in the Work which include work by the Contractor and Subcontractors, the labor rates and the fixed markup percentages which were established as part of the response to this RFP shall be utilized. 7.2 CHANGE ORDERS 7.2.1 A Change Order is a written instrument prepared jointly by the Architect/Engineer and Owner and signed by the Contractor, Owner and Architect/Engineer stating their agreement upon all of the following: 7.2.1.1 The change in the Work; 7.2.1.2 The amount of the adjustment, if any, in the Contract Sum; and 7.2.1.3 The extent of the adjustment, if any, in the Contract Time. 7.3 CONSTRUCTION CHANGE DIRECTIVES 7.3.1 A Construction Change Directive is a written order prepared jointly by the Architect/Engineer and Owner and signed by the Owner and Architect/Engineer, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly. 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: 7.3.3.1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation. The lump sum proposal shall be itemized for the various components of the Work, segregated by labor, materials, equipment, in a detailed format identifying unit quantities and unit prices, satisfactory to Owner. The Contractor will provide its itemized lump sum proposal and similar proposals for any Subcontractors and Sub - subcontractors; 7.3.3.2 Unit prices stated in the Contract Documents or subsequently agreed upon; 7.3.3.3 Cost to be determined in a manner agreed upon by the parties and a percentage fee established in the Agreement for the Contractor, or 7.3.3.4 As provided in Section 7.3.7. 7.3.4 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. 7.3.5 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Architect/Engineer, in writing, of the Contractor's agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. Page 15 of 37 247 of 287 DocuSign Envelope ID: D317E359-D8DA-483A-83C8-160AD354C72D 7.3.6 A Construction Change Directive signed by the Contractor indicates the Contractor's agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. 7.3.7 If the Contractor does not respond within fourteen (14) days, or disagrees with the adjustment in the Contract Sum, the Owner shall determine the method and the adjustment on the basis the net increase or decrease in the cost of the Work attributable to the change, including, in case of an increase in the Contract Sum, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Architect/Engineer and the Owner may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.7 shall be limited to the following: 7.3.7.1 Costs of labor, as defined in the Agreement; 7.3.7.2 Costs of materials, supplies and equipment, as defined in the Agreement; 7.3.7.3 Rental costs of machinery and equipment, as defined in the Agreement. 7.3.7.4 Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect/Engineer. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase or decrease, if any, with respect to that change. 7.3.9 When the Owner and Contractor agree with a determination made by the Architect/Engineer concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Architect/Engineer will prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. 7.4 MINOR CHANGES IN THE WORK The Architect/Engineer and Owner have joint authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes will be effected by written order signed by the Architect/engineer and Owner and shall be binding on the Contractor. ARTICLE 8 TIME 8.1 DEFINITIONS 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents and identified on the Project Work Request for Substantial Completion of the Work. 8.1.2 The date of commencement of the Work is the date established in the Notice to Proceed. 8.1.3 The date of Substantial Completion is the date jointly certified by the Architect/Engineer and Owner in accordance with Section 9.8. 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. 8.2 PROGRESS AND COMPLETION 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By submitting a response to the Project Work Request the Contractor confirms that the Contract Time is a reasonable period for performing the Work. Page 16 of 37 248 of 287 DocuSign Envelope ID: D317E359-D8DA-483A-83C8-160AD354C72D 8.2.2 The Contractor shall not, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. 8.3 DELAYS AND EXTENSIONS OF TIME 8.3.1 If the Contractor is materially delayed at any time in the commencement or progress of the Work by a wrongful act or neglect of the Owner or Architect/Engineer, or of an employee of either, or of a separate contractor employed by the Owner; or by changes ordered in the Work; or by labor disputes not caused by wrongful or unlawful acts of Contractor, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor's control; or by other causes that the Owner determines may justify delay, then the Contract Time may be extended by Change Order for such reasonable time as the Owner may determine. 8.3.2 Except as provided in Sections 3.7.4 and 10.3.3. an extension of time as defined above, shall be the Contractor's exclusive remedy in the event of such a delay, no matter how or by whom caused. Contractor further specifically acknowledges that it shall have no claim for increase in the Contract Sum or damages of any kind because of any delays whatsoever to all or any part of the Work whether foreseen or unforeseen, and whether caused by any person's hindrance or active interference. 8.3.3 Claims relating to time shall be made in accordance with applicable provisions of Article 15. 8.3.4 The Owner will schedule furniture and equipment deliveries based on the construction schedule. The Contractor shall be responsible for all costs to the Owner for storage, double handling, re -shipping, and extended general conditions costs of delayed furniture and equipment installations due to the Contractor's not meeting schedule completion dates. ARTICLE 9 PAYMENTS AND COMPLETION 9.1 CONTRACT SUM The Contract Sum established through the contractor's response to the Project Work Authorization, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. 9.1.1 CATEGORY ONE PROJECTS Projects estimated by the Owner at less than or equal to $3,000.00 (or the dollar amount as modified by School Board policy). The Owner's Representative may choose any one of the awarded Contractors to perform the Work. The Contractor shall provide an estimate response to the Owner outlining in detail the costs to perform the Work described in the Construction Documents and related Project Work Request. The estimate shall match all awarded hourly rates and mark-up percentages included as Exhibit A to this agreement. In addition, the Contractor's Overhead and Profit are limited to a total of fifteen (15) percent. The Contractor shall provide bid tab sheets for each major trade illustrating bid coverage acceptable to the Owner and a Schedule of Values for the estimate. The Purchase Order will be issued as a "Guaranteed Maximum Price" purchase. 9.1.2 CATEGORY TWO PROJECTS Projects estimated by the Owner at more than $3,000 (or the dollar amount as modified by School Board policy) and less than or equal to $300,000.00. The Owner's Representative will distribute the Project Work Request form to all of the Contractors selected under RFP #. The Contractors shall provide a written lump sum quote with a Schedule of Values to the Owner based on the schedule identified in the Project Work Page 17 of 37 249 of 287 DocuSign Envelope ID: D317E359-D8DA-483A-83C8-160AD354C72D Request. The Owner will award the Project to the Contractor with the lowest responsive, responsible quote and the Purchase Order will be issued as a "Lump Sum " purchase. 9.2 SCHEDULE OF VALUES Where the Contract is based on a Guaranteed Maximum Price (Category One Project) or Lump Sum (Category Two Project), the Contractor shall submit to the Architect/Engineer, as part of the pricing submittal, a Schedule of Values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Architect/Engineer and Owner may require. This schedule, unless objected to by the Architect/Engineer or Owner, shall be used as a basis for reviewing the Contractor's Applications for Payment. 9.3 APPLICATIONS FOR PAYMENT 9.3.1 The Contractor shall submit to the Architect/Engineer an itemized Application for Payment prepared in accordance with the most recently approved Schedule of Values for completed portions of the Work. Such application shall be notarized and supported by such data substantiating the Contractor's right to payment as the Owner or Architect/Engineer may require, such as copies of requisitions from Subcontractors and material suppliers, and shall reflect retainage per Section 9.4.3. 9.3.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or material supplier, unless such Work has been performed by others whom the Contractor intends to pay. 9.3.3 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. Payment for materials and equipment stored on the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest. 9.3.4 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. 9.4 CERTIFICATES FOR PAYMENT 9.4.1 The Architect/Engineer will, within seven (7) days after receipt of the Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect/Engineer determines is properly due, or notify the Contractor and Owner in writing of the Architect/Engineer's reasons for withholding certification in whole or in part as provided in Section 9.5.1. 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect/Engineer to the Owner, based on the Architect/Engineer's evaluation of the Work and the data comprising the Application for Payment, that, to the best of the Architect/Engineer's knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect/Engineer. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment will not be a representation that the ArchitecUEngineer has (1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) made examination to Page 18 of 37 250 of 287 DocuSign Envelope ID: D317E359-D8DA483A-83C8-160AD354C72D ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 9.4.3 RETAINAGE ON PROGRESS PAYMENTS 9.4.3.1 Owner shall withhold from each progress payment made to the Contractor ten (10) percent of the payment as retainage until fifty (50) percent completion of services. After fifty (50) percent completion the Owner may reduce to five (5) percent the amount of retainage withheld from each subsequent progress payment made to the Contractor. Fifty (50) percent completion shall be determined as the point at which the Owner has expended fifty (50) percent of the total cost of the construction services purchased as identified in the contract together with all costs associated with existing change orders and other additions or modifications for the construction services provided for in the contract. Retainage shall not be held on Owner Direct Purchases. 9.4.3.2 After fifty (50) percent completion of the construction services the Contractor may present to the Owner a payment request for up to one-half of the retainage held by the Owner. If jointly approved by the Architect/Engineer and Owner, the Owner shall make prompt payment to the Contractor. If the Owner's retainage payment under this subsection is attributable to the labor, services, or materials supplied by one or more subcontractors or suppliers the Contractor shall timely remit payment of such retainage to those subcontractors and suppliers. 9.4.3.3 The Owner may release at any point all, or any portion of any retainage withheld which is attributable to the labor, services, or materials supplied by the Contractor or by one or more subcontractors or suppliers. If the Owner's retainage payment under this subsection is attributable to the labor, services, or materials supplied by one or more subcontractors or suppliers the Contractor shall timely remit payment of such retainage to those subcontractors and suppliers. 9.4.3.4 Upon Substantial Completion of the entire Work or, if applicable, any portion of the Work, Owner shall release to Contractor all retained amounts relating, as applicable, to the entire Work or completed portion of the Work, less an amount equal to the reasonable value of all remaining or incomplete items of Work as noted in the Certificate of Substantial Completion and all Liquidated Damages and other damages for which Owner determines Contractor is liable. 9.5 DECISIONS TO WITHHOLD CERTIFICATION 9.5.1 The Architect/Engineer will withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect/Engineer's opinion the representations to the Owner required by Section 9.4.2 cannot be made. If the Architect/Engineer is unable to certify payment in the amount of the Application, the Architect/Engineer will notify the Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect/Engineer cannot agree on a revised amount, the Architect/Engineer will promptly issue a Certificate for Payment for the amount for which the Architect/Engineer is able to make such representations to the Owner. The Architect/Engineer may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Arch itect/Engineer's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.3.2, because of 9.5.1.1 defective Work not remedied; 9.5.1.2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor; 9.5.1.3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment; 9.5.1.4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; 9.5.1.5 damage to the Owner or a separate contractor; Page 19 of 37 251 of 287 DocuSign Envelope ID: D317E359-D8DA-483A-83C8-160AD354C72D 9.5.1.6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or 9.5.1.7 repeated failure to carry out the Work in accordance with the Contract Documents. 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. 9.5.3 If any claim is made or filed with or against the Owner, the Project, or the Premises by any person claiming that the Contractor or Subcontractor or other person under it has failed to make payment for any labor, services, materials, equipment, taxes, or other items or obligations furnished or incurred for or concerning the Work, or if at any time there shall be evidence of such nonpayment or of any claim or lien for which, if established, the Owner might become liable and which is chargeable to the Contractor, or if the Contractor or any Subcontractor or other person under it causes damage to the Work or to any other work on the Project, if the Contractor fails to perform or is otherwise in default under any of the terms or provisions of the Contract Documents, the Architect/Engineer shall withhold certification, and the Owner shall have the right to retain from any payment then due or afterwards to become due an amount that the Owner shall deem sufficient to (1) satisfy, discharge, and/or defend against any such claim or lien or any action that may be brought or judgment that may be recovered thereon, (2) make good any such nonpayment, damage, failure, or default and (3) compensate the Owner for and indemnify it against all losses, liability, damages, costs, and expenses which may be sustained or incurred by the Owner in connection therewith. The Owner shall have the right to apply and charge against the Contractor so much of the amount retained as may be required for the foregoing purposes. If such amount is insufficient therefore, the Contractor shall be liable for the difference and pay the same to the Owner. 9.6 PROGRESS PAYMENTS 9.6.1 After the Architect/Engineer has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents. 9.6.2 The Contractor shall pay each Subcontractor no later than seven (7) days after receipt of payment from the Owner the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub -subcontractors in a similar manner. 9.6.3 The Architect/Engineer will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect/Engineer and Owner on account of portions of the Work done by such Subcontractor. 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and material and equipment suppliers amounts paid by the Owner to the Contractor for subcontracted Work. If the Contractor fails to furnish such evidence within seven (7) days, the Owner shall have the right to contact Subcontractors to ascertain whether they have been properly paid. Neither the Owner nor Architect/Engineer shall have an obligation to pay or to see to the payment of money to a Subcontractor, except as may otherwise be required by law. 9.6.5 Contractor payments to material and equipment suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. 9.7 NOT USED Page 20 of 37 252 of 287 DocuSign Envelope ID: D317E359-D8DA483A-83C8-160AD354C72D 9.8.1 Substantial Completion is the stage in the progress of the Work when all required occupancy permits have been issued and the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect/Engineer a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. 9.8.3 Upon receipt of the Contractor's list, the Architect/Engineer and Owner jointly will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the inspection discloses any item, whether or not included on the Contractor's list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Arch itect/Engineer. In such case, the Contractor shall then submit a request for another inspection by the Architect/Engineer to determine Substantial Completion. 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect/Engineer will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. 9.9 PARTIAL OCCUPANCY OR USE 9.9.1 The Owner may occupy or use any completed portion of the Work at any stage when such partial occupancy is designated in the Contract Documents. Such partial occupancy or use may only commence when the portion is substantially complete and provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect/Engineer as provided under Section 9.8.2. 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Architect/Engineer shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. 9.10 FINAL COMPLETION AND FINAL PAYMENT 9.10.1 Upon receipt of the Contractor's written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect/Engineer jointly with the Owner will promptly make such inspection and, when the Architect/Engineer and Owner finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect/Engineer will Page 21 of 37 253 of 287 DocuSign Envelope ID: D317E359-D8DA-483A-83C8-160AD354C72D promptly issue a final Certificate for Payment stating that to the best of the Arch itect/Engineer's knowledge, information and belief, and on the basis of the Architect/Engineer's on -site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Arch itect/Engineer's final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect/Engineer (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least thirty (30) days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.10.3 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from 9.10.1.1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; 9.10.1.2 failure of the Work to comply with the requirements of the Contract Documents; or 9.10.1.3 terms of special warranties required by the Contract Documents. 9.10.1.4 latent defects appearing during or beyond the warranty period. 9.10.4 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. 9.10.5 The Contractor shall submit to the Architect/Engineer and the Owner final affidavits and unconditional waivers of liens, in form and substance satisfactory to the Owner from the Contractor, Subcontractor, and Sub -subcontractor and material suppliers. On request of the Owner, the Contractor shall provide any additional information or documentation necessary under the then existing mechanic's lien laws. 9.10.6 Unless otherwise agreed to by the Owner, Final Completion of the Project shall be achieved no later than thirty (30) days following the date of Substantial Completion. 9.11 LIQUIDATED DAMAGES If the Contractor neglects, fails, or refuses to complete the Work within the time specified in a Project Work Request or an Estimate or as properly extended by the Owner, then the Contractor does hereby agree, as part considerations for awarding of this Contract, to pay the Owner a minimum sum of two -hundred (200) dollars for each and every calendar day that the Contractor shall delay after the time stipulated in the Purchase Order/Notice to Proceed as the required date of Substantial Completion or Final Completion, not as a penalty but as liquidated damages for breach of the contract as set forth herein. The liquidated damages amount will be identified on a project by project basis. Page 22 of 37 254 of 287 DocuSign Envelope ID: D317E359-D8DA-483A-83C8-160AD354C72D ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY 10.1 SAFETY PRECAUTIONS AND PROGRAMS The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Agreement. 10.2 SAFETY OF PERSONS AND PROPERTY 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to 10.2.1.1 employees on the Work and other persons who may be affected thereby; 10.2.1.2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub -subcontractors; and 10.2.1.3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. 10.2.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Agreement, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. 10.2.4 When use or storage hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub -subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3, except damage or loss attributable to acts or omissions of the Owner or Architect/Engineer or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Section 3.18. 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect/Engineer. 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. 10.2.8 INJURY OR DAMAGE TO PERSON OR PROPERTY If either party suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts such party is legally responsible, written notice of such injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding twenty-one (21) days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. Page 23 of 37 255 of 287 DocuSign Envelope ID: D317E359-D8DA-483A-83C8-160AD354C72D 10.3 HAZARDOUS MATERIALS 10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner and Architect/Engineer in writing. 10.3.2 Upon receipt of the Contractor's written notice, the Owner shall obtain the services of a environmental consulting firm to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to cause it to be remediated as required by applicable law. Unless otherwise required by the Contract Documents, and if requested in writing by the Contractor, the Owner shall furnish in writing to the Contractor and Architect/Engineer the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. When the material or substance has been remediated as required by applicable law, or appropriate governmental approvals have been obtained, Work in the affected area shall resume upon written agreement of the Owner and Contractor. By Change Order, the Contract Time shall be extended appropriately. 10.3.3 The Owner shall not be responsible under this Section 10.3 for materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents. The Owner shall be responsible for materials or substances required by the Contract Documents, except to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. 10.3.4 The Contractor shall indemnify the Owner for the cost and expense the Owner incurs (1) for remediation of a material or substance the Contractor brings to the site and negligently handles, or (2) where the Contractor fails to perform its obligations under Section 10.3.1. 10.3.5 The Contractor agrees that: (1) no hazardous substances, wastes or materials (collectively "hazardous materials") will be brought onto the Site by the Contractor, any Subcontractor, Sub - subcontractor or any person or entity for whom any of them is responsible, except as required by the Contract Documents or otherwise required for the Work and in full compliance with applicable laws, (2) no asbestos containing material, lead -based paint or other hazardous materials will be incorporated into the Work, and (3) without the Owner's prior written consent, no underground or above ground storage tanks will be placed on the Site. In the event any suspected hazardous materials are encountered at the Site during the conduct of the Work, the Contractor shall (a) stop the Work in the area where suspected hazardous materials are encountered until receipt of notification from the Owner the Work shall proceed, (b) promptly notify the Owner of such encounter and consult with the Owner, and (c) take all reasonable precautions in accordance with applicable law to prevent or contain the movement, spread or disturbance of such hazardous materials and to protect all persons and property. To the fullest extent allowed by law, the Contractor shall indemnify and hold harmless the Owner for any liability, damages and expenses including attorney's fees, resulting from a breach of this paragraph 10.3.5. 10.4 EMERGENCIES In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Article 15 and Article 7. ARTICLE 11 INSURANCE AND BONDS 11.1 CONTRACTOR'S LIABILITY INSURANCE Page 24 of 37 256 of 287 DocuSign Envelope ID: D317E359-D8DA-483A-83C8-160AD354C72D 11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the State of Florida such insurance as will protect the Contractor and the Owner from claims set forth below which may arise out of or result from the Contractor's operations and completed operations under the Agreement and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: 11.1.1.1 Claims under workers' compensation, disability benefit and other similar employee benefit acts that are applicable to the Work to be performed; 11.1.1.2 Claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor's employees; 11.1.1.3 Claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor's employees; 11.1.1.4 Claims for damages insured by usual personal injury liability coverage; 11.1.1.5 Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom; 11.1.1.6 Claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; 11.1.1.7 Claims for bodily injury or property damage arising out of completed operations; and 11.1.1.8 Claims involving contractual liability insurance applicable to the Contractor's obligations under Section 3.18. 11.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits of liability specified in the Contract Documents or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims -made basis, shall be maintained without interruption from the date of commencement of the Work until the date of final payment and termination of any coverage required to be maintained after final payment, and, with respect to the Contractor's completed operations coverage, until the expiration of the period for correction of Work or for such other period for maintenance of completed operations coverage as specified in the Contract Documents. 11.1.2.1 The Contractor will provide before commencement of work, and attach to this agreement, a certificate(s) evidencing such insurance coverage to the extent listed in A to .4 below. The Owner reserves the right to be named as an additional insured or to reject such coverage and terminate this agreement if coverage is determined to be inadequate or insufficient. The Contractor will carry and maintain as a minimum the following coverage from insurance carriers that maintain a rating of "A" or better and a financial size category of "Al" or higher according to the A. M. Best Company. Such certificates must contain a provision for notification to the Board thirty (30) days in advance of any material change in coverage or cancellation. This is applicable for the procurement and delivery of products, goods, or services fumished to or for the Owner and any of its ancillary schools, departments, or organizations. 11.1.2.1.1 Commercial General Liability Insurance: Negligence including Bodily Injury & Property per Occurrence $1,000,000 General Aggregate $2,000,000 11.1.2.1.2 Automobile Liability: Negligence Including Bodily Injury & Property Damage per Occurrence $ 500,000 Combined Single Limit per Occurrence $1,000,000 11.1.2.1.3 Workers' Compensation/Employer's Liability: W.C. Limit Required Statutory Limits E.L. Each Accident $1,000,000 E.L. Disease — Each Employee $1,000,000 E.L. Disease — Policy Limit $1,000,000 Page 25 of 37 257 of 287 DocuSign Envelope ID: D317E359-D8DA483A-83C8-160AD354C72D 11.1.2.1.4 Professional Liability Insurance/Environmental Liability/Cyber Liability (as applicable) (Errors &Omissions): For services, goods or projects that will not exceed $1,000,000 in value over a year., Each Claim $ 250,000 Annual Aggregate $ 500,000 For services, goods or projects that will exceed $1,000,000 in value over a year. Each Claim $1,000,000 Annual Aggregate $2,000,000 11.1.2.1.5 Product Liability and/or Completed Operations Insurance: Negligence Including Bodily Injury & Property Damage $1,000,000 Products — Completed Operations Aggregate $2,000,000 Workers' Compensation Exemption forms will not be accepted. All entities or individuals are required to purchase a Workers' Compensation insurance policy. The Contractor shall either cover any Subcontractors on its policy or require the Subcontractors to obtain coverage to meet these requirements and file appropriate forms with the Owner. 11.2 PERFORMANCE BOND AND PAYMENT BOND 11.2.1 The Owner shall have the right to require the Contractor to furnish bonds in form and substance satisfactory to the Owner, covering faithful performance of the Agreement and payment of obligations arising thereunder as stipulated in the Project Work Request. 11.2.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Agreement, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. 11.2.3 Subcontractors and Sub -subcontractors at the discretion of the Owner may be required to obtain and provide performance and labor and material payment bonds, issued in an amount and form and by sureties reasonably acceptable to the Owner and naming the Contractor as obligee and Owner as assignee. The Owner shall from time to time and at any time have the right to increase or decrease the value of subcontracts requiring such bonds. 11.2.3.1 Subcontractors and Sub -subcontractors shall furnish bonds covering faithful performance of Subcontractors and payment of obligations arising by them which shall be in the form and substance satisfactory to the Owner. Bonds may be obtained through the Subcontractors' and Sub -subcontractors' usual sources and the cost of them shall be included in the Subcontractors and Sub -subcontractors Sum. Each bond's amount shall be equal to 100 percent of the Subcontractors and Sub -subcontractors Sum. 11.2.3.2 Subcontractors and Sub -subcontractors shall deliver the required bonds to the Contractor prior to the commencement of the Work. 11.2.3.3 The Subcontractors and Sub -subcontractors shall require the attorneys -in -fact who execute the required bonds for the sureties to affix thereto certified and current copies of the power of attorney. 11.2.3.4 Contractor will submit copies of all Subcontractor and sub -subcontractor bonds to the Owner. Page 26 of 37 258 of 287 DocuSign Envelope ID: D317E359-D80A483A-83C8-160AD354C72D 11.2.4 With the consent of the Owner, the Contractor may provide a Sub -guard bond protection program for Subcontractors in lieu of requiring Subcontractors and Sub -Subcontractors to provide payment and performance bonds ARTICLE 12 UNCOVERING AND CORRECTION OF WORK 12.1 UNCOVERING OF WORK 12.1.1 If a portion of the Work is covered contrary to the Arch itect/Engineer's request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by the Architect/Engineer, be uncovered for the Arch itect/Engineer's examination and be replaced at the Contractor's expense without change in the Contract Time or the Contract Sum. 12.1.2 If a portion of the Work has been covered that the Architect/Engineer has not specifically requested to examine prior to its being covered, the Architect/Engineer and the Owner may jointly request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner's expense. If such Work is not in accordance with the Contract Documents, such costs and the cost of correction shall be at the Contractor's expense. 12.2 CORRECTION OF WORK 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION The Contractor shall promptly correct Work rejected by the Architect/Engineer or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Arch itect/Engineer's services and expenses made necessary thereby, shall be at the Contractor's expense. 12.2.2 AFTER SUBSTANTIAL COMPLETION 12.2.2.1 In addition to the Contractor's obligations under Section 3.5, if, within one (1) year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor, at the Contractor's expense, shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one (1) year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor but not any other remedy available to the Owner. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect/Engineer, the Owner may correct it in accordance with Section 2.4. 12.2.2.2 The one (1) year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by one (1) additional year. 12.2.2.3 Defective work corrected by the Contractor shall be warranted for an additional period of one (1) year. 12.2.3 The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. Page 27 of 37 259 of 287 DocuSign Envelope ID: D317E359-D8DA483A-83C8-160AD354C72D 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors caused by the Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract Documents. 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents. Establishment of the one- year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. 12.3 ACCEPTANCE OF NONCONFORMING WORK If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS 13.1 SCHOOL SECURITY Contractor acknowledges and understands that the goods and services contemplated by this Agreement that are delivered to or performed on school grounds, which may at various times be occupied by students, teachers, parents and school administrators. Accordingly, in order to secure the schools; protect students and staff, and otherwise comply with applicable law, the Contractor agrees to the following provisions and agrees that the failure of the respondent to comply with any of these provisions may result in the termination of this contract by the Owner: 13.1.1 UNAUTHORIZED ALIENS The Owner considers the employment of unauthorized aliens by the Contractor, or any of awarded firm's sub -contracted Firms, a violation of the Immigration and Naturalization Act. The Contractor shall certify that no unauthorized aliens are working on the project site at any time. If it is determined that an unauthorized alien is working on the Project, the Contractor shall immediately take all steps necessary to remove such unauthorized alien from the property and the project. 13.1.2 POSSESSION OF FIREARMS In accordance with Section 790.115, Florida Statutes, the possession of firearms will not be tolerated on School District property. No person, who has a firearm in their vehicle, may park their vehicle on the Owner's property. Furthermore, no person may possess or bring a firearm on the Owner's property. If any employee/independent contractor of the Contractor, or any of its sub -contractors, is found to have brought a firearm(s) on to the Owner's property, said employee/ independent contractor of the Contractor shall be immediately removed and terminated from the project by the Contractor. If sub -contractor fails to terminate said employee/ independent contractor of the Contractor, the Contractor shall terminate its agreement with the sub -contractor. If the awarded Contractor fails to terminate said employee/ independent contractor of the Contractor or fails to terminate the agreement with sub -contractor who fails to terminate said employee/ independent contractor of the Contractor, the Owner may terminate this Agreement. "Firearm' means any weapon (including a starter gun or antique firearm) which will, is designed to, or may readily be converted to expel a projectile by the action of an explosive; the frame or receiver of any such weapon; any destructive devise, or any machine gun. Powder actuated construction nailers and fasteners are excluded from this definition. Page 28 of 37 260 of 287 DocuSign Envelope ID: D317E359-D8DA-483A-83C8-160AD354C72D 13.1.3 CRIMINAL ACTS Employment on the project by the Contractor, or any of its sub -contractors, of any employee, or independent contractor of the Contractor, with any prior convictions of any crimes against children, crimes of violence or crimes of moral turpitude will not be tolerated. If it is determined that any person with such criminal history is on the project site, the Contractor agrees to take all steps necessary to remove such person from the project. The Owner shall have the right to terminate this Agreement if the Contractor does not comply with this provision. 13.1.4 POSSESSION/USE/UNDER THE INFLUENCE OF MIND ALTERING SUBSTANCES Possession/use and/or being under the influence of any illegal mind altering substances, such as, but not limited to alcohol and/or substances delineated in Chapter 893, Florida Statutes, by the Contractor's employee/ independent contractor of the Contractor or its sub -contractors employees/ independent contractor of the sub -contractor, will not be tolerated on the Owners property. If any employee/ independent contractor of the Contractor is found to have brought and/or used or is under the influence of any illegal mind altering substances as described above on the Owner's property, said employee/ independent contractor of the Contractor shall be removed and terminated from the project by the Contractor. If a sub -contractor fails to terminate said employee/ independent contractor of the sub -contractor, the agreement with the sub -contractor for the project shall be terminated by the Contractor. If the Contractor fails to terminate said employee/independent contractor of the Contractor or fails to terminate the agreement with the sub -contractor who fails to terminate said employee/ independent contractor of the sub -contractor, the Owner may terminate this Agreement. 13.1.5 COMPLIANCE WITH THE JESSICA LUNSFORD ACT Florida Statutes require that all persons or entities entering into contracts with the School Boards/School Districts/Charter Schools who may have personnel who will be on school grounds when students may be present, or who will have contact with students shall comply with the level 2 screening requirements of the Statute and School District Standards. The required level 2 screening includes fingerprinting that must be conducted by the Owner. Any individual who fails to meet the screening requirements shall not be allowed on school grounds. Failure to comply with the screening requirements will be considered a material default of this Agreement. 13.1.6 E-VERIFY. Under Executive Order 11-116, and Section 448.095, Fla. Stat., effective July 1, 2020, Contractor shall use the U.S. Agency of Homeland Security's E-Verify system, https://e- verify.uscis.gov/emp, to verify the employment eligibility of all employees hired during the term of this Agreement. Contractor shall also require all subcontractors performing work under this Agreement to use the E-Verify system for any employees they may hire during the term of this Agreement. Contractor must provide evidence of compliance with 448.095, Fla. Stat by January 1, 2021. Evidence may consist of, but is not limited to, providing notice of Contractors E-Verify number. Failure to comply with this provision is a material breach of the Agreement, and BPS may choose to terminate the Agreement at its sole discretion. Contractor may be liable for all costs associated with BPS securing the same services, inclusive, but not limited to, higher costs for the same services and rebidding costs (if necessary). 13.2 SUCCESSORS AND ASSIGNS The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to covenants, agreements and obligations contained in the Contract Documents. Neither party to the Agreement shall assign the Agreement as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Agreement. 13.3 WRITTEN NOTICE Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by Page 29 of 37 261 of 287 DocuSign Envelope ID: D317E359-D8DA483A-83C8-160AD354C72D registered or certified mail or by courier service providing proof of delivery to, the last business address known to the party giving notice. 13.4 AS BUILT DOCUMENTS At the completion of each Project the Contractor shall promptly provide the Owner with "As Builts" per industry standards showing all aspects of the installation on Auto CAD in .DWG, .PDF, and .TIF formats. If the site already has CAD drawings available, the General Contractor shall update them as requested by the Owner. 13.5 TESTS AND INSPECTIONS 13.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect/Engineer timely notice of when and where tests and inspections are to be made so that the Architect/Engineer may be present for such procedures. 13.5.2 If the Architect/Engineer, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Section 13.5.1, the Architect/Engineer will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect/Engineer of when and where tests and inspections are to be made so that the Architect/Engineer may be present for such procedures. Such costs, except as provided in Section 13.5.3, shall be at the Owner's expense. 13.5.3 If such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedures and compensation for the Architect/Engineer's services and expenses shall be at the Contractor's expense. 13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect/Engineer. 13.5.5 If the Architect/Engineer is to observe tests, inspections or approvals required by the Contract Documents, the Architect/Engineer will do so promptly and, where practicable, at the normal place of testing. 13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. 13.6 TOBACCO FREE The Owner (School Board) is a Tobacco free District. Tobacco and tobacco products are prohibited on any of the Owner's properties in accordance with Section 386.212, Florida Statutes. 13.7 RECORDS AND RIGHTS TO AUDIT The Contractor shall maintain such financial records and other records as may be prescribed by the Owner or by applicable federal and state laws, rules, and regulations. The Contractor shall retain these records for a period of five (5) years after final payment, or until they are audited by the Owner, whichever event occurs first. These records shall be made available during the term of the Agreement and the subsequent five (5) year period for examination, transcription, and audit by the Owner, its designees, or other entities authorized by law. 13.8 FORCE MAJEURE The Owner and the Contractor will exercise every reasonable effort to meet their respective obligations as Page 30 of 37 262 of 287 DocuSign Envelope ID: D317E359-D8DA483A-83C8-160AD354C72D outlined in this Agreement, but shall not be liable for delays resulting from force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any Government law or regulation, acts of God, acts or omissions of the other party, Government acts or omissions, fires, strikes, national disasters, wars, riots, transportation problems and/or any other cause whatsoever beyond the reasonable control of the parties. Any such cause will extend the performance of the delayed obligation to the extent of the delay so incurred. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT 14.1 TERMINATION BY THE CONTRACTOR 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of sixty (60) consecutive days through no act or fault of the Contractor or a Subcontractor, Sub -subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, for any of the following reasons: 14.1.1.1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; 14.1.1.2 An act of government, such as a declaration of national emergency that requires all Work to be stopped; or 14.1.1.3 Because the Architect/Engineer has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4.1, or because the Owner has not made a required payment on a Certificate for Payment within the time stated in the Contract Documents. 14.1.2 The Contractor may terminate the Agreement if, through no act or fault of the Contractor or a Subcontractor, Sub -subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 14.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon seven (7) days' written notice to the Owner and Architect/Engineer, terminate the Contract and recover from the Owner payment for Work properly executed, including reasonable overhead and profit, and costs incurred by reason of such termination. 14.1.4 If all of the Work is stopped for a period of sixty (60) consecutive days through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor because the Owner has repeatedly failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven (7) additional days' written notice to the Owner and the Architect/Engineer, terminate the Agreement and recover from the Owner as provided in Section 14.1.3. 14.2 TERMINATION BY THE OWNER FOR CAUSE 14.2.1 The Owner may terminate the Agreement if the Contractor 14.2.1.1 refuses or fails to supply enough properly skilled workers or proper materials; 14.2.1.2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; 14.2.1.3 disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or 14.2.1.4 otherwise is guilty of material breach of a provision of the Contract Documents. 14.2.2 When any of the above reasons exist, the Owner may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven (7) days' written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: Page 31 of 37 263 of 287 DocuSign Envelope ID: D317E359-D8DA483A-83C8-160AD354C72D 14.2.2.1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; 14.2.2.2 Accept assignment of subcontracts pursuant to Section 5.4; and 14.2.2.3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect/Engineer's services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Initial Decision Maker, upon application, and this obligation for payment shall survive termination of the Contract. The costs of finishing the Work include, without limitation, all reasonable attorney's fees, additional title costs, insurance, additional interest because of any delay in completing the Work, and all other direct and indirect costs, including, but not limited to, the loss of use of the Project incurred by the Owner because of the termination of the Contractor as stated herein. 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 14.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent 14.3.2.1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or 14.3.2.2 that an equitable adjustment is made or denied under another provision of the Agreement. 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE 14.4.1 The Owner may, at any time, terminate the Agreement for the Owner's convenience and without cause. 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Contractor shall 14.4.2.1 cease operations as directed by the Owner in the notice; 14.4.2.2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and 14.4.2.3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. 14.4.3 In case of such termination for the Owner's convenience, the Contractor shall be entitled to receive payment for Work executed, and costs actually and reasonably incurred by reason of such termination, but not for overhead or profit on the Work not performed. Page 32 of 37 264 of 287 DocuSign Envelope ID: D317E359-D8DA483A-83C8-160AD354C72D ARTICLE 15 CLAIMS AND DISPUTES 15.1 CLAIMS 15.1.1 DEFINITION A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, or other relief with respect to the terms of the Agreement. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Agreement. The responsibility to substantiate Claims shall rest with the party making the Claim. 15.1.2 NOTICE OF CLAIMS Claims by either the Owner or Contractor must be initiated by written notice to the other party and to the Architect/Engineer, if the Architect/Engineer is not acting as the Initial Decision Maker. Claims by either party must be initiated within twenty-one (21) days after occurrence of the event giving rise to such Claim or within twenty-one (21) days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. The timely giving of written notice shall be a condition precedent to any entitlement to adjustment in the Contract Time or the Contract Sum. 15.1.3 CONTINUING CONTRACT PERFORMANCE Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Article 14, the Contractor shall proceed diligently with performance of the Agreement and the Owner shall continue to make payments in accordance with the Contract Documents. The Architect/Engineer will prepare Change Orders and issue Certificates for Payment in accordance with the decisions of the Initial Decision Maker. 15.1.4 CLAIMS FOR ADDITIONAL COST If the Contractor wishes to make a Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. 15.1.5 CLAIMS FOR ADDITIONAL TIME 15.1.5.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay, only one Claim is necessary. 15.1.5.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions at the project site were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the scheduled construction. 15.2 INITIAL DECISION 15.2.1 Claims, excluding those arising under Sections 10.3 and 10.4 shall be referred to the Initial Decision Maker for initial decision. The Architect/Engineer will serve as the Initial Decision Maker, unless otherwise indicated in the Project Work Request. Except for those Claims excluded by this Section 15.2.1, an initial decision shall be required as a condition precedent to mediation of any Claim arising prior to the date final payment is due, unless thirty (30) days have passed after the Claim has been referred to the Initial Decision Maker with no decision having been rendered. Unless the Initial Decision Maker and all affected parties agree, the Initial Decision Maker will not decide disputes between the Contractor and persons or entities other than the Owner. 15.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions: (1) request additional supporting data from the claimant or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Page 33 of 37 265 of 287 DocuSign Envelope ID: D317E359-D8DA-483A-83C8-160AD354C72D Initial Decision Maker concludes that, in the Initial Decision Maker's sole discretion, it would be inappropriate for the Initial Decision Maker to resolve the Claim. 15.2.3 In evaluating Claims, the Initial Decision Maker may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering a decision. The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense. 15.2.4 If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of such request, and shall either (1) provide a response on the requested supporting data, (2) advise the Initial Decision Maker when the response or supporting data will be furnished or (3) advise the Initial Decision Maker that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Initial Decision Maker will either reject or approve the Claim in whole or in part. 15.2.5 The Initial Decision Maker will render an initial decision approving or rejecting the Claim, or indicating that the Initial Decision Maker is unable to resolve the Claim. This initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) notify the parties and the Architect/Engineer, if the Architect/Engineer is not serving as the Initial Decision Maker, of any change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation. 15.2.6 Either party may file for mediation of an initial decision at any time, subject to the terms of Section 15.2.6.1. 15.2.6.1 Either party may, within thirty (30) days from the date of an initial decision, demand in writing that the other party file for mediation within sixty (60) days of the initial decision. If such a demand is made and the party receiving the demand fails to file for mediation within the time required, then both parties waive their rights to mediate or court proceedings with respect to the initial decision. 15.2.7 In the event of a Claim against the Contractor, the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor's default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. 15.2.8 If a Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. 15.3 MEDIATION 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Agreement except those waived as provided for in Sections 9.10.4, 9.10.5, and 15.1.6 shall be subject to mediation as a condition precedent to court proceedings. 15.3.2 The parties shall endeavor to resolve their Claims by mediation. A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed with the person or entity administering the mediation. 15.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. ARTICLE 16 FINAL DISPUTE RESOLUTION In the event the Owner and Contractor fail to resolve a dispute through mediation as provided in Article 15, either party may file an action in the appropriate Court of the 181' Judicial Circuit In and For Brevard County, Florida, to enforce this Agreement. Page 34 of 37 266 of 287 DocuSign Envelope ID: D317E359-D8DA-483A-83C8-160AD354C72D ARTICLE 17 PUBLIC RECORDS 17.1 PUBLIC RECORDS — IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, F.S., TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE OWNER'S CUSTODIAN OF PUBLIC RECORDS AT RECORDSREQUEST@BREVARDSCHOOLS.ORG, BREVARD COUNTY PUBLIC SCHOOLS, RECORDS MANAGEMENT, 2700 JUDGE FRAN JAMIESON WAY, VIERA, FLORIDA 32940, 321-633-1000 EXT 11453. 17.2 The Agreement is subject to and governed by the laws of the State of Florida, including without limitation Chapter 119, Florida Statutes, which generally makes public all records or other writings made by or received by the Parties. The Contractor acknowledges its legal obligation to comply with Section 119.0701, Florida Statutes. The Contractor shall keep and maintain public records, as that phrase is defined in the Florida Public Records Act, which would be required to be kept and maintained by the Owner in order to perform the scope of services. The Contractor shall comply with all requirements for retaining public records and shall transfer, at no cost to the Owner, all public records in the possession of the Contractor upon a request for such public records. See Section 119.0701(2)(b)4, Florida Statutes, for additional record keeping requirements. 17.3 A request to inspect or copy public records relating to the Owner's contract for services must be made directly to the Owner's Custodian of Public Records. If the Owner does not possess the requested records, the Owner's Custodian of Public Records shall immediately notify the Contractor of the request. The Contractor must provide a copy of the records to the Owner or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes. If the Contractor does not timely comply with the Owner's request for records, the Owner shall be able to sue for breach of contract and the prevailing party shall be entitled to attorney's fees. 17.4 Should the Contractor fail to provide the requested public records to the Owner within a reasonable time, the Contractor understands and acknowledges that it may be subject to penalties under Sections 119.0701(3)(c) and 119.10, Florida Statutes. 17.5 The Contractor shall not disclose public records that are exempt, or confidential and exempt, from public records disclosure unless specifically authorized by law for the duration of the agreement term and following the completion, expiration, or termination of same if the Contractor does not transfer the records to the Owner. Upon completion, expiration, or termination of the agreement, the Contractor shall transfer, at no cost to the Owner, all public records in its possession or keep and maintain public records required by the Owner to perform the services. If the Contractor transfers all public records to the Owner, the Contractor shall destroy any duplicate public records that are exempt, or confidential and exempt, from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion, expiration, or termination of the Agreement, the Contractor shall meet all applicable requirements for retaining public records and provide requested records to the Owner pursuant to the requirements of this section. All public records stored electronically must be provided to the Owner in a format that is compatible with the information technology systems of the Owner. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.1 Page 35 of 37 267 of 287 DocuSign Envelope ID: D317E359-D8DA-483A-83C8-160AD354C72D IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth below. THE SCHOOL BOARD OF BREVARD COUNTY, FLORIDA By: (,�t,/J Megan Wr ht, Board Chair Date Approved: 12/12/2023 ATTEST (WITNES ): By: Mark Rendell, Ed.D., Superintendent Contractor Contact Name: Michael Provost Email Address: michael(c�ovationinc.net Phone Number: 407-242-5429 Page 36 of 37 OVATION CONSTRUCTION COMPANY, LLC 11N. C•V5, E�ma.rxtgvratwrc nt. Michael Provost,.^ Csamctm CN=Mutual By • Aele m231Q M 15 ad 4A 04 d Print Name: Michael Provost Title: Vice President Date: 10/26/23 ATTEST (WITNESS.': Brian Chittenden:ra.,` By: d.N>atf40f Print Name: Brian Chittenden Title: Project Manager 268 of 287 DocuSign Envelope ID: D317E359-D8DA-483A-83C8-160AD354C72D Exhibit A- Cateciory One Houriv Rates and Mark-un Percentages Ovation Construction Company, LLC Billable Houriv Rates: 1. Foreman: $45.60 2. Journeyman: $39.90 3. Helper: $28.50 4. Project Manager: $57.00 5. Estimator: $57.00 6. Equipment Operator $39.90 Markups: 7. Material Markup: 8. Subcontractor Markup: 9. Equipment Rental Markup: 14.00% (maximum 15%) 14.00% (maximum 15%) 14.00% (maximum 15%) Page 37 of 37 269 of 287 QUOTE TABULATION 24-11-RFC, Community Development Office Remodel Option 1 - Non Ballistic Glass Doug Wilson Enterprises, Inc 8-Koi, Inc. I ' Ovation Construction Company Item Description I I Total Amount Total Amount Total Amount Division 1- General Conditions Division 1- General Conditions Division 1- General Conditions Division 1- General Conditions Project Manager $ 4,983.00 $ 5,224.44 Project Coordinator $ 3,390.07 General Labor $ 4,350.00 $ 7,344.00 Day Labor $ 5,875.20 Project Superintendent $ 10,440.00 $ 12,463.98 Temporary Signs $ 350.001 Toilet Facilities - Office Tank $ 267.00 1 $ 122.40 1 Equipment Rental $ 428.001 Expendable Tool Supply $ 1,200.00 Fuel $ 246.00 Dust Cover $ 500.00 Cleanup Dumpster $ 901.00 $ 918.00 Final Clean $ 500.00 Design $ 7,500.00 $ 21,420.00 Permits $ 1,244.40 Total Division -11 $ 31,665.00 $ S8,002.49 Division 2 - Site Work Division 2 - Site Work N Dhdsion 2 - Ske Work Demolition 1 j 1,508.00 $ 2,115.60 Total Division - 21 $ 1,508.00 1 $ 2,11S.60 Dhdsion 6 - Carpentry I Division 6 - Carpentry 1 Division 6 - Carpentry Rough Carpentry (Backing) 1 $ 768.00 Trim Carpentry 1 S 768.00 1 Cabinents 1 $ 6,280.00 1 $ 3,644.14 Countertops ( 1 $ 5,567.54 Total Division - 61 1 $ 7,816.00 1 $ 9,211.68 Division 8 - Doors & Windows 1 1 Division 8 - Doors & Windows 1 Division 8 - Doors & Windows Door Package Interior 1 1 $ 2,236.00 1 $ 7,885.32 Glass Non Ballistic 1 $ 12,000.00 1 $ 703.60 Kit Installation I I 1 Total Division - B $ 14,236.00 II 1 1 $ 8,588.92 Division 9 - Finishes Division 9 - Finishes 1 1 Dhdsion 9 - Finishes Drywall and Metal Studs ' $ 15,930.00 1 1 $ 8,195.64 Install Ballistic panels 1 $ 800.001 1 Painting $ 2,SD0.00 1 1 $ 2,628.24 Floor Repairs and New Vinyl Base 1 $ 1,DD0.00 I 1 $ 1,778.60 Total Division - 9 1 $ 20,230.00 i 1 $ 12,602.48 Division 15 - Mechanical 1 Division 15 - Mechanical Division 15 - Mechanical 5,000.00 1,600.00 6,600.00 Division 2 - Site Work 2,400.00 2,400.00 Division 6 - Carpentry S 6,900.00 S 6,900.00 Division 8 - Doors & Windows $ 22,000.001 $ 6,022.89 $ 28,022.89 1 Division 9 - Finishes 1 $ 35,025.001 1 1 1 $ 35,025.00 Division 15 - Mechanical HVAC I 1 $ 1,500.00 �� $ 3,965.15 I• ' $ Fire Sprinkler 1 $ 4,500.00 1 1 $ 5,445.43 $ Total Division -15 1 $ 6,000.00 1 $ 9,410.58 $ Division 16 - Electrical I Division 16 - Electrical 1 Division 16 - Electrical Electrical System I 1 $ 5,000.00 II 1 1 $ 3,398.701 $ Smoke Detectors I I I I Total Division -16 1 $ 5,000.00 Is 3,398.70 1 $ Total of All Divisions I 1 $ 86,455.00 II 1 1 $ 103,330.45 $ G and A Expenses 1 $ 6,916.00 1 1 $ 20,660.10 $ CM Fee 1 $ 14,006.00 1 I Bond 1 $ 1,289.00 1 $ 3,651.65 Taxes 1 I $ 1,958.37 Total Project Cost 1 $ 107,377.00 1 $ 129,600.57 1 $ NOTE: Heard Construction, Inc. submitted a NO BID 2,200.00 6,230.00 8,430.00 Division 16 - Electrical 15,800.011 15,800.00 103,177.89 35,326.11 138,504.01) 270 of 287 1 r SEBASTIAN (tNUNNNI (11111ATION IM . ►01( CITY COUNCIL AGENDA TRANSMITTAL Council MeetinU_Date: June 12, 2024 Agenda Item Title: Selection of Power Exterminators, Inc. dba POWERX for ITB 24-10-ITB Citywide Pest Control Services (Rebid). Recommendation: Staff recommends Council approve the selection of Power Exterminators, Inc. dba POWERX for Citywide Pest Control Services and authorization for the City Manager to execute the agreement. Back2round: The City of Sebastian released Invitation to Bid 24-08-ITB Citywide Pest Control Services on March 5, 2024. All bids were rejected as all bids received were not signed by a company officer or an employee having authority to bind the company. A new solicitation, Invitation to Bid 24-10-ITB, was released on May 2, 2024. Through the competitive solicitation process we received bids from the following companies: (1) Hulett Environmental Services, Inc. (2) Orkin, LLC; and (3) Power Exterminators, Inc. The initial contract term is 24 months (2 years), with two (2) subsequent twelve (12) month renewal terms. Staff is seeking approval of Power Exterminators, Inc. for Invitation to Bid 24-10-ITB due to their price proposal as well as previous experience providing pest control services to government agencies and authorization for the City Manager or designee to execute all necessary documents or purchase orders. If Auenda Item Re(iuires Exuenditure of Funds: Budgeted Amount: $9,500 Total Cost: $4,440 Funds to Be Utilized for Appropriation: Facilities Maintenance, CRA, Airport, and Golf Course Operating Budgets Attachments: 1. 1- 24-10-ITB Citywide Pest Control Services Intent to Award.pdf 2. H - 24-10-ITB Citywide Pest Control Services Bid Tabulation Sheet.pdf Administrative Services Department Review: — City Attorney Review-Z Y OV4 Procurement Division l�view, if applicable: _� 4 City Manager Authorization: _ Date: 0 f -1 boa y 271 of 287 --�'ISEBASTIAH CENTENNIAL CELEBRATION INTENT TO AWARD Date: May 31, 2024 Solicitation #: 24-10-ITB Solicitation Title: Citywide Pest Control Services (Rebid) Finance Department Procurement Division 1225 Main Street Sebastian, FL 32958 (772)388-8231 Notice is hereby given that the City of Sebastian intends to award an Agreement upon approval of City Council on Wednesday, June 12, 2024 at 6:00 PM EST to the following Bidder: POWER EXTERMINATORS, INC dba POWERX All City Council meetings are open to the public. If you have any questions, please don't hesitate to contact me at the following: 772-388-8231 or iesseraham�c&citvofsebastian.ora. Sincerely, DocuSlpned by, �tcdIca, --bkA4 *k1 D7CCC580C95D4F8 Jessica Graham, CPPB Procurement/Contracts Manager City of Sebastian "Failure to.rle a protest within the time prescribed in section 120.57(3), Florida Statutes, or.failure to post the bond or other security required by law within the time allowed, for frling a bond shall constitute a waiver of proceedings under chapter 120, Florida Statutes. " END OF DOCUMENT 272 of 287 BASTIAN CENTENNIAL CELEBRATION Finance Department Procurement DMsion 1225 Main Street Sebastian, FL 32958 (772)389-8231 IBID TABULATION Bid p: 24-10-ITB Power Exterminators. Inc. Orkin. LLC Hulett Environmental Services. Inc. Bid Title: C11) wide Pest Control Senices (Rebid) Miami. FL Atlanta. GA Fort Pierce. FL .Complete Electronic PDF Submittal Yes Yes Yea Required Forma Yes Yes Yes Item No. Item Description Unit Quantity Unit Price Extended Ptiee Unit Price Extended Price Unit Price Extended Price City Hail and Pollee Complex City Ilall I - Inttterior and exterior pesticide treatment and rodent Month 12 $ 25.00 S 300.00 S 6100 S 744.00 S 50.00 $ 600.00 Fr Il�s'3.fi )t k ChMaeV/D rlendsAlp ar 011iee Ballding 2 - interior and exterior pesticide treatment and rodent Month 12 $ 5.00 S 60.00 S 12.00 S 144.00 S 29.00 S 348.00 �n11A�+l.ir�mril��l�i^ ; ollee Department 3 - Interior and exterior pesticide treatment and rodent Month 12 S 25.00 S 300.00 S 45.00 S 540.00 S 40.00 S 480.00 �NII d���i�Slil�ili�fl^ o ee s epee uilding r 4 - Interior and exterior pesticide treatment and rodent Month 12 S 10.00 S 120.00 S 24.00 S 288.00 S 30.D0 $ 360.00 cunitokv'TClf1FA fro Old City (tall Ballil ng ' 5 - Interior and exterior pesticide treatment and indent Month 12 $ 10.00 S 120.00 S 32.00 S 394.00 S 35.00 S 4200) control as specified herein - Art Center Building 6 - Interior and cm-r pesticide treatment and rodent I Month 12 S 5.00 S 60.(10 S 22.00 S 264.00 S 20.00 S 240.00 �f11NrF°� s^e'll,,�eenAA�hNe��iln ' Senior enter uB IWleg 7 - Interior and exterior pesticide treatment and rodent ' Month 12 S 5.00 S 60.00 S 32.00 S 384.00 S 20.00 S 240.00 control as specified herein Public Works Compound Works Compound �Puhllc R - Interior and exterior pesticide treatment and rodent Month 12 S 10.00 S 120.00 $ 48.00 S 576.00 S 25.00 S 300.00 conul ass cciftod herein Golf Course and Airport Golf Course Pro Shop 9 - Inicnor and exterior pesticide treatment and rodent Month 12 S 5.00 S 60.00 S 14.00 S 168.00 S 20.00 S 240.00 iontrol as specific berein Gelrcourse cars barn 10 - Interior and exterior pesticide treatment and rodent Month 12 S 5.00 $ 60.00 S 16.00 S 192.00 S 20.00 S 240.00 . Sp l m soecili d heffiv Airport Maintenance Building I I - Interior and exterior pesticide treatment and rodent Month 12 S 5.00 $ 60.00 S 20.00 S 240.00 $ 30.00 S 360.00 control as apccifwd h(7�Jy Stormwater Garage IAlrport)- 12 - Interior and exterior pesticide treatment and rodent Month 12 S 5.00 S 60.00 S 20.00 S 240.00 S 20.00 S 240.00 control as specified herein j SEBASTIAN (ENTENNIAL CELEBRATION BIDTABULATION Bid #: 24-10-ITB Bid Title: City�wlde Pest Control Senices (Rebid) Complete Electronic PDF Submittal Required Forms Item No.I Itcm Description I Unit I Quantity IGM Building (Airport) 13 - Interior and "tenor pesticide Ircatmctit and rodent Month 12 S control as rpecified herein Airport Security Trailer 14 - Interior and exienor pesticide treatment and rodent Month 12 S control as specified herein Airport Terminal Building 15 - interior and cticrior pcsticdc r-tmeni and rodent Month 12 S control as specified hcrem Building htalalensace Storage Facility 16 - Interior and exterior pesticide treatment and rodent Month 12 S control as specified herein Airport Hangar A 17 - Interior and exterior pesticide treatment and rodent Month 12 S control as specified herein Airport Hanger B 18 - Interior and exterior pesticide treatment and rodent Month 12 S control as specified herein Airport Hanger C 19 - Interior and exterior pesticide treatment and rodent Month 12 S control as specified herein Airport Hanger D 20 - Interior and eximor pesticide tmimemt and radical Month 12 S control as specified herein Cemetery• and Community Center I I Cemetery Ottice I 21 - Interior and exterior pcslicidc treatment and rodent Month 12 S control as Gifted herein Cemetery Pomp house 22 - Interior and extrrior pesticide treatment and rodent Month 12 I S control as specified herein Community Center I1I 23 - Interior and exterior pesticide treatment and rodent Month 12 I S control as stteciftrd herein Power Exterminators. Inc. Miami. F1 Yes Ycs Unit Prize I Extended Price I 10.00 S 120.00 S 10.00 S 120.00 S 25.00 S 300.00 S 10.00 S 120.00 S 250) S 300.00 S 25.00 S 300.00 S 25.00 S 300.00 $ 25.00 S 300.00 S 5.00 S 60.00 S 5.00 S 60.00 $ t0.00 S 120.00 S Orkin. LLC Atlanta. GA Yes Yes Unit Price I Extended Price 20.00 S 240.00 S 20.00 S 240.00 S 48.00 $ 576.00 S 20.00 S 240.00 S 32.00 S 394.00 S 32.00 S 394.00 S 32.00 S 394.00 S 32.00 S 384.00 S 12.00 S 14401 S 12.00 S 144.00 S 22.00 S 264.00 $ Finance Department Procurement Division 122S Main Street Sebastian, FL 32958 (772)3M823I Hulett Environmental Services. Inc. Fort Pierce, FL Ycs Yes Unit Price I Extended Price 20.00 S 240.00 30.00 S 360.00 45.00 S 540.00 20.00 S 240.00 30.00 S 360.00 30.00 S 360.00 30.00 S 360.00 30.00 $ 360.00 20.00 S 240.00 20.00 S 240.DO 30.00 S 360.00 �-,*SEBASTIAN CENTENNIAL CELEBRATION 1 RID TABULATION 11d q: 2J-10-ITH Power Exterminator,. Inc. Orkin. LLC ;id Title: Citywide Pest Control Senices (Rebid) Miami. FL Atlanta. GA 'omplcle Electronic PDF Submittal Yes Yes :cquircd Fortes Yes Yes Item No. Item Description knit Qu:mtity Unit Price Extended Price Unit Price Extended Price Barber Street Facilities Baseball Fields (a Barber Street Sports Complex I • Storage Shed - IfF.A 1 24 • Public Restroom Month 12 S i(ql C bll UII S 22,011 S 264.(10 - Interior and exterior pesticide treatment and rodem' control m specified hcrem Football Field (a! Barber Street Sports Complex • Storage Shed — I/F.A 15 • PobRe Restroom Month 12 N00 c n0 00 S " as S 2h4.00 Interior and exterior pesticide treatment and rodent control as specfed herein Creative Playground L Barber Street Sports Complex (Maltiporpose Field) 26 • Public Restroom Month 12 S 5.00 S 60 00 c 22 0o S 26400 - Interior and exterior pesticide treatment and rodent control w spccificd hcrcin -Skate Park (d Barber Street Sports Complex 27 —Public Rnlroom Month 12 $ 5.00 S 60.110 S '1. nn S 264.00 • Interior and extcnor pesticide treatment and rodent control ac spccificd herein Indian River Drive Facilities Fisherman Landing t 28 - Interior and exterior pesticide treatment and rodent Month 12 S 5.00 S 60.00 ' S 10.00 S 120.00 control as specified bercm Yacht Club and Yacht Clu 11 h1 i 1! P i i I 29 - Interior and exterior pesticide I Month 12 S 5.00 S 60.00 S 22.00 S 264.00 icontrol as specified herein N J to C) 11 N J Finance Department Procurement OMslon 1225 Main Street Sebastian, FL 329S8 (772) 389-8231 Hulett Fnvitonmcntal Services, Inc. Fort Pierce, FL Yes Yes jl Unit Price Extended Price I S 21) o(I - S-111.(Ill S 2111in c 240 00 S '-II 00 S 2.1l1 oo 20 00 249 00 $ 20.00 I $ 240.00 S 30.00 I $ 360.00 " SEBASTIAN (ENTENNIAL CELEBRATION BID TABULATION Bid N: 24-10.1TB Bid Title: Cilia lde Pest Control Senices (Rebid) Complete Electronic PDF Submittal Required Forms Item No.I Item Description I Unit I Quantity Public Restrooms Working Waterfront 30 - Interior and exterior pesticide treatment and rodent Month control as specified herein \lain Street Boat Romp 31 - Interior and exterior pesticide treatment and rodent Month control as specified herein Ilardee Park 32 - Interior and exterior pesticide treatment and rodent Month ;control as spcci0cd herein ISchamaso Park 33 V Imcnor and exterior pesticide treatment and rodent Month ' ,control u cdied hereto ' i Bah Park 34 �- Interior and exterior pesticide treatment and rodent i Month ' <onlrol as specified herein - - Splash Pad - 35 - Interior and extarior pesticide treatment and rodent Month contml as specified herein Friendship Park 36 - Interior and exterior pesticide treatment and rodent Month control unified herein - Pkklebsit Cants 37 - Interior and exterior pesticide treatment and rodent t Month control m specified herein ' Art Center 38 - Interior and exterior pesticide treatment and rodent Month control as mccificd herein Rivenies Park 39 - Interior and exterior pesticide treatment and rodent Month control m specified herein p Date Posted: May 31, 2024 12 12 12 12 12 12 12 12 12 BID TOTAL Power Exterminators. Inc. Miami, FL Yes Ycs Unit Price I Rxtended Price Orkin, LLC Atlanta. GA Yes Yes Unit Price I Extended Price Finance Department Procurement Division 1225 Main Street Sebastian, Fl. 32959 (772)398-8231 Hulett Environmental Services, Inc. Fort Pierce- FI. Yes Yes Unk Price I Extended Price S 5.00 S 60.00 S 12.00 S 144.00 S 10.00 S 120.00 S 5.00 S 60.00 S 12.00 S 144.00 S 10.00 S 120.00 S 5.00 S 60.00 S 12.00 S 144.00 S 10.00 S 120.00 S 5.00 S 60.00 S 12.00 S 144.00 S 10.M1 S 120-00 S 5.00 S 60.00 S 12.00 S 144.00 S 10.00 S 120.00 S 5.00 S 60.00 S 12.00 S 144.(N) S 10.00 S 120.D0 S 5.00 S 60.00 S 121N1 S 144.00 S 10.00 S 120.00 S 5.00 $ 60.00 S 1200 S 144.00 S 10.00 S 120.00 S 501 S 60.00 S 12.00 S I44.00 S 10.00 S 120.00 S 5.00 $ 60.00 $ 12.00 S 144.00 S MAO S 120.00 S 4.440.00 S 10.428.00 S 10.488.00 IEBASTIANIR1 ui(-ku, CITY COUNCIL AGENDA TRANSMITTAL Council Meeting., Date: June 12, 2024 Agenda Item Title: Discussion regarding the special event ordinance (Section 74) and for -profit special events. Recommendation: Discuss options for evaluating and potential permitting of for -profit special events on City facilities. Back round: The section of code that addresses special events (Section 74) does not address for -profit events. Staff defines for -profit events as those produced privately for a profit. While event applications for this type are uncommon, staff feels it important to address for -profit events in the code so that applications can be appropriately addressed. Approved and permitted special events 2023/2024: • Chamber of Commerce Concert Series (9) - City -Sponsored • River Days and Craft Brew Hullabaloo - City -Sponsored • Clam Bake - City -Sponsored • Freedom Festival - City -Sponsored • Fine Arts & Music Festival - City -Sponsored • Holiday Parade — City Operated • July 4 Parade — City Operated • Egg Hunt- City Operated • Movies in the park — City Operated • Craft Club events (6) • Art Club events (4) • Trunk or Treat — City Operated • Veterans Day event — City Operated • Memorial Day event — City Operated • Four Chaplains event — City Operated • Barb Snow events (6) • Earth Day — City Operated • SRHS Homecoming Parade • National Night Out — City Operated Issues that should be considered as part of the discussion are: • Should the City entertain for -profit events moving forward? • If so, what will be the basic requirements for the producer? Corporate documents, insurance requirements, deposits, etc. (Staff would have additional requirements based on the event size and characteristics.) • Consideration for additional fees such as trash disposal, port-o-lets, staff overtime and street closure fees. • How many events per producer would be allowed per year? 277 of 287 Budget Impact: • If for -profit events are no longer allowed the city would lose approximately $800 per day in gross rental fees. In 2023/2024 that equates to approximately $9,600.00. • The main cost to the city for special events is overtime. This includes Police Officers, staff to close and open roads, staff to be onsite during event for trash collection/clean up and staff for overall site maintenance. If A(-,enda Item Requires Expenditure of Funds: Budgeted Amount: N/A Total Cost: N/A Funds to Be Utilized for Appropriation: N/A Attachments: Current Park Use Permit Application Present Special events reservation packet Administrative Services Departruent Revie : City Attorney Review: _ Procurement Division Review, ifapplicable: City Manager Authorization: / Date: b Y ° OAI 278 of 287 crn cf SEAT" HOME OF PELICAN ISLAND CITY OF SEBASTIAN PARK USE PERMIT APPLICATION 1225 Main Street, Sebastian, FL 32958 Parks Phone: (772) 228-7054 Fax: (772) 388-8249 *For emergency purposes ONLY, please dial 772.473.0454* NO PERSON SHALL DRIVE OR PARK ANY UNAUTHORIZED VEHICLE ON ANY AREA WITHIN ANY PARK OR RECREATIONAL AREA EXCEPT DESIGNATED PARK ROADS OR PARKING AREAS. ORD. 74-4.DRIVING OR PARKING ANY UNAUTHORIZED VEHICLE IN THE PARK AREA WILL RESULT IN FORFEITURE OF THE SECURITY DEPOSIT. Please check appropriate box(es): Park Event (75 to 300 anticipated attendees) Special Event (301 or more anticipated attendees) $400 rent plus 3.0% tax = $412.00 plus a $800 rent plus 3.0% tax = $824.00 plus a $200 Security Deposit $400 Security Deposit Will event require road closures ? `Must provide detailed site plan with application. *If requesting road closures, include road closure plan. *Special Events and Alcohol Beverage Request require City Council Approval. Today's Date: Name of Permittee (permits may only be issued to an adult) Name of Organization (if applicable) Physical Address Mailing Address if Different City State Zip Phone Requested Date(s) Time From - To Rain Date (if applicable) Anticipated Number of Attendees Reason for Rental = Type of Function E-Mail Address Will there be any sale of goods? Yes No (If yes, please describe type of goods on back) Will there be food or other vendors? Yes No (If yes, please list name, address of each on back with description and schematic of structures (tents, etc.) to be erected or otherwise assembled on back. (May require Health Dept. or Fire Dept. permit) I. , the undersigned, acknowledge that I am the applicant or authorized agent of the above referenced organization. I am aware of the provisions of the City of Sebastian Codes in respect to this application and use of City facilities for which I have applied for a permit fora Park Event or Special Event. I have been provided with the general rules prescribed by the City and agree to the terms thereof. Signature of Applicant Park Event or Special Event/Permit Application Rev 10.26.2023 279 of 287 CITY OF SEBASTIAN PARK USE PERMIT APPLICATION List Any Vendor Information on this page NAME ADDRESS TYPE OFFICE USE ONLY: SPECIAL CONDITIONS IMPOSED BY CITY MANAGER OR CITY COUNCIL: Special Event/Park Use Application Rev 01.2021 2 280 of 287 RECREATIONAL CLASSIFICATION PERMIT REQUIRED FACILITY Airport Park Park Area Park Event Only Schumann Park Park Area Park Event Only Blossom Park Park Area Park Event Only East Street Park Park Area Park Event Only Filbert Street Park Park Area Park Event Only Friendship Park Park Area Park Event Only Garden Club Park Park Area Park Event Only George Street Park Park Area Park Event Only Hardee Park Park Area Park Event Only Riverview Park — Main Park Area Park Event or Special Event Complex Riverview Park — Twin Park Area Park Event or Special Event Piers South/Southeast NEW PARK USE RATES APPROVED BY RESOLUTION NO. R-23-33. Rental Security PARK EVENT (75-300) $400.00 $200.00 3.0% Sales Tax 12.00 Total $412.00 SPECIAL EVENT (301 or over) $800.00 $400.00 3.0% Sales Tax 24.00 Total $824.00 Police Service Reauirement. The permittee for any function at which 75-150 attendees are anticipated, shall be required to hire one Sebastian Police Officer to attend the function for security purposes at the rate established by the City Manager for City officers hired for private duty, unless waived by City Council. For events between 151- 300 attendees anticipated, it shall be required to hire two Sebastian Police Officers to attend the function. Any organization claiming tax exemption must show proof for sales tax exemption. 281 of 287 SECTIONS 74-1 THROUGH 74-10 Sec. 74-1. - Definitions. The following words, terms and phrases, when used in this article, shall have the meanings ascribed to them in this section, except where the context clearly indicates a different meaning: Enclosed public -use facilities means those city properties such as the yacht club and community center, which by their very nature, are generally best utilized by designated groups for meetings, events and private parties. Open-air public use facilities means those city properties such as the ball fields of the Barber Street Sports Complex, the skatepark facility, that by their very nature, are generally best utilized by either the general public or designated groups for sporting events, and may be leased on a long-term basis to specific organizations. Park areas means any and all outdoor and covered grounds and facilities owned, operated or designed by the city for the purposes of recreational or leisure activities, except those facilities designated as waterway facilities or public -use facilities. Park Event means utilization of a recreation facility, other than an enclosed public -use facility, or any portion thereof for any planned or organized event, other than a city - sponsored event, at which the city manager reasonably believes between 50 and 300 persons will attend. Recreation facilities means any and all real property owned or maintained by the city for the purposes of active or passive recreation, community and civic gatherings, open space and such other traditionally related activities. However, these provisions shall specifically not apply to the Sebastian Municipal Golf Course. Special event means utilization of a recreation facility, other than an enclosed public -use facility, or any portion thereof for any planned or organized event, other than a city - sponsored event, at which the city manager reasonably believes more than 300 persons will attend. Waterway facilities means any structure constructed on or over the waterways of the city such as a public dock, boat ramp, seawall or boardwalk, as well any pedestrian walkway constructed or maintained by the city running over or along its waterways. Sec. 74-2. - Designation by resolution. The city council shall, by resolution, designate the classification, and the fees, where applicable, for use of each recreation facility in the city. Sec. 74-3. - Regulations; promulgation and approval by resolution. (a) The city manager is hereby empowered and authorized to adopt, promulgate and enforce reasonable rules and regulations which shall apply to city recreational facilities. (b) All rules and regulations promulgated and adopted pursuant to this article shall, in order to be effective, be posted in a conspicuous place in the area where they are intended to be effective. The existence of such signs at any place within the city shall be prima facie evidence such signs were erected or placed with the authority of the city manager. (c) Any person violating any such rule or regulation promulgated and posted pursuant to this article shall be subject to a fine of up to $500.00. (d) The city council may by resolution, remove or modify any regulation promulgated pursuant to this section. Sec. 74-4. - General regulations for recreational facilities. (a) Prohibited conduct; unlawful acts. No person shall: (1) Use profane, obscene or threatening language or conduct within the area which unreasonably interferes with the enjoyment of the recreational facility by others. (2) Smoke in buildings or other areas except where designated by signs posted by the city manager or his designee. (3) Knowingly interfere with, encumber, obstruct or render dangerous any part of a facility. (4) Enter or leave any park facility by motor vehicle except at established entrance ways or exits, or at established times. (5) Use an electronic public address system or other mechanical sound amplification devices, including radios and electronic sound reproduction equipment of any kind at such a high volume level as to unreasonably interfere with the use and enjoyment by others of the facility. (6) Build or set fires except on cooking grills or self-contained cooking units in specified areas or upon written approval of the city manager. (7) Possess, consume or serve any alcoholic or intoxicating beverages in any area therein unless authorized by city council through a permit for a function held at said facility. (8) Cause or permit a dog or other domestic animal, other than a service animal within the scope of F.S. § 413.08, to enter the area unless such pet is maintained on a leash of six feet or less. No dogs or other domestic animals shall be brought into any enclosed public use facility except in accordance with the aforementioned statute. This subsection does not apply to city -designated dog parks where activities are conducted in accordance with posted rules and regulations. (9) Dump, deposit or leave any bottles, broken glass, ashes, paper, boxes, cans, dirt, rubbish, waste, garbage, refuse or other trash anywhere on the grounds of the parks other than in proper receptacles provided therefor, and no such refuse or trash shall be placed in any waters in or contiguous to, the parks or beach areas. Where receptacles are not so provided, all such rubbish or waste shall be carried away from the park by the person responsible for its presence and properly disposed of elsewhere. (10) Drive or park any unauthorized motor vehicle on any area within any park or recreational area except designated park roads or parking areas; park any motor vehicle that is not authorized by the city manager in any area other than an established or designated parking area; or park any motor vehicle that is not authorized by the city manager within any recreational facility during the established hours that said area is closed to the public. (11) Ride a bicycle on other than a designated vehicular road or path designated for that purpose; leave a bicycle in any place other than a bicycle rack when such is provided, or leave a bicycle lying on the ground or paving or any place or position so as to present any obstruction to pedestrian or vehicular traffic. (12) Post public notices except in designated areas and in accordance with time and place restrictions established by the city manager. (13) Operate a concession; sell, peddle, or solicit sell In any park without written prior approval of the city manager or his designee. (14) Bed down or sleep in parks or recreational areas including any parking area except upon written approval of the city manager; nor shall camper trucks, buses or trailers be permitted to remain in such parking area between the hours of 12:00 midnight and 6:00 a.m. except boat trailers may remain in areas designated for the parking thereof during the time between launch and return of the watercraft it has transported. (b) Signage. The city manager is hereby empowered and authorized to regulate the use of recreational facilities within the context of this article by erecting or placing of signs regulating such use and hours of use. (c) Violations and penalties. Violations of this section are punishable by a fine not exceeding $500.00 or imprisonment not exceeding 60 days, or both. (d) Parental liability. Parents shall be held liable for conduct of their minor children. Sec. 74-5. - Additional regulations affecting waterway facilities. (a) Prohibited conduct; unlawful acts. In addition to the restrictions set -forth elsewhere in this chapter, no person shall within or upon waterway facilities: (1) Dive or jump into the water from such facility. (2) Use railings or benches on piers or riverwalks for cleaning or cutting bait or fish. (3) Push, propel or ride bicycles, scooters, skates or skateboards on piers or docks. (4) Fish with more than two lines or poles at one time on piers or riverwalks. (5) Park or dock watercraft utilized for a commercial purposes, including rental to the public, longer than reasonably necessary to launch or retrieve the same (b) Signage. The city manager is empowered and authorized to further regulate waterway facilities within the context of this article by erecting or placing of signs governing their use. The existence of such signs at any place within the city shall be prima facie evidence that such signs were erected or placed with the authority of the city manager. 282 of 287 (d) Parental liability. Parents shall be held liable for conduct of their minor children. Sec. 74-6. - Park event permits. No person shall conduct a park event without the prior approval of the city manager. Any person desiring to conduct a park event shall submit a written application to the recreation department on forms promulgated by the city manager and shall pay fees as established by resolution of the city council. Further conditions for park event permit approval may be set out by resolution of the city council. Sec. 74-7. - Special event permits. (a) No person shall conduct a special event without the prior approval of the city council. Any person desiring to conduct a special event shall submit a written permit application to the recreation department on forms promulgated by the city manager. The amount of the permit fee and conditions for special event permit approval shall be established by resolution of the city council. (b) The city council shall deny an application if the special event will unreasonably conflict with public polity or adequate measures cannot be taken by the applicant to protect the public health, safety and welfare. A decision of the city council to deny, or to grant with conditions, an application made pursuant to this section shall be final. Sec. 74-8. - Enclosed public -use facility permit. (a) No person shall utilize an enclosed public -use facility without the prior approval of the city manager, except that certain uses shall require city council approval as set out in paragraph (c) below. Anyone desiring to utilize an enclosed public -use facility shall submit a written application to the recreation department on forms promulgated by the city manager and shall pay fees as established by resolution of the city council. Further conditions may be set out by resolution of the city council. (b) No permit shall be granted for the commercial use of an enclosed public -use facility, although fund-raising for non-profit organizations shall be allowed subject to council approval as set forth below. In the event that gambling activity is to be a part of the permitted use, the city council shall make a determination that such activity is not in conflict with the general law of the State of Florida. (c) In the event that the proposed use may include activities involving gambling, alcoholic beverages, the use of a facility after 11:00 p.m., or if a charge for admission, food costs, required donation or other fee is to be assessed, then the permit can only be issued upon approval of the city council. Sec. 74-9. - Claims against security deposit. All or part of the security deposit for any permit issued under this article shall be forfeited to the city if it is determined by the city manager that non-compliance with the terms of this article or conditions of the permit occurred, or if damages to the facilities have occurred which can be attributed to the applicant. The city manager is authorized to pro- rate the amount of estimated damages and shall return any amount of the deposit in excess of estimated damages, Damages are determined to be either physical destruction to the facilities or costs associated with specific clean-up attributable to the applicant. Any decision of the city manager may be appealed to the city council. The city council may affirm, reverse or modify the decision of the city manager after considering the facts as presented by both the applicant and the city manager. Sec. 74-10. - Permit rescission. The city manager is authorized to rescind any permit found in violation of provisions of this article when it is deemed in the best interest of the public. Violations of any provisions of this article may result in the forfeiture of the security deposit as provided above. The decision of the city manager may be appealed to the city council. The city council may affirm, reverse or modify the decision of the city manager after considering the facts as presented by both the applicant and the city manager. 283 of 287 City of Sebastian Home of Pelican Island City of Sebastian Municipal Police t Application for Police Extra -Duty Officer Services This application is required to engage extra -duty services of the requested number of Officers for public safety, health and welfare services that are in addition to those provided generally to the public. It is understood that this is a non -binding agreement. A minimum of rive (5) days advance notice is requested prior to the service date and advanced payment is required. Cancellation of the detail, with less than 24 hours notice prior to commencement of the detail, will result in three (3) hours minimum billing per Officer. Payment should be made payable to the City of Sebastian, 1225 Main Street, Sebastian, Florida 32958. *** (3) Hour Minimum Per Each Officer Required*** Rate Per [four For Each Officer includes marked unit ..............$60.00 Holiday Rate ................... $65.00 Rate Per Hour For Each Supervisor includes marked unit ........... $70.00 Holiday Rate ..................... $75.00 Applicant: Mailing Address: City: Requested By: State: Telephone Numbers: ZipCode: (1 Officer is required for attendance of 75 to 150 : 2 - Officers are required for attendance of 151 to 300) Number of Officers required: In Uniform: Plain Clothes: Initial Date: Start Time: End Time: Second Date: Start Time: End Time: Third Date: Start Time: End Time: Services Requested: Service Location: Estimated Attendance: Alcoholic Beverages Served: Yes No Type Other Comments or Duties: Date Received Applicant's Signature Please apple online once you have been approved: https://requests.detailkommander.com/sebastian Reviewed By Command Staff Officer's Signature Officer's Comments Date Worked Time Worked 284 of 287 CITY OF Sf 13_ASTI_AN HOME OF PELICAN ISLAND BUILDING DEPARTMENT FIRE. PREVENTION OrTICE 1225 ;MAIN STREET• SEBASTIAN. FLORIDA 32958 TELEPHONE: (772) 589 5537 FAX (772) 589 2566 SPECIAL EVENT / PARK USE ONLY Application date Name of event: Organization holding event: Address location for event: (if not owner of site, provide written consent from property owner) Date(s) of event: Contact person(s): Contact e-mail address: Time(s) of Event: from: Phone(s): Date when ready for inspection: Time PERMIT TECH. PERMIT NO. to: APPLICATION SHALL BE ACCOMPANIED BY A NEATLY DRAWN, LEGIBLE SKECTCH SHOWING SITE LOCATION, SIZES OF ALL TENTS, LOCATION OF VENDORS, COOKING AREAS, GENERATORS, STRUCTURES OR STAGES, AND TEMPORARY SANITARY FACILITIES. RESPONSIBLE PARTY FOR THE EVENT SHALL CAREFULLY READ AND INTITIAL EACH BOX OF THE ATTACHED VENDORS SAFETY CHECKLIST AND SIGN AT THE BOTTOM. NOTE: ADDITIONAL FEES MAY APPLY IF EVENT REQUIRES AN EXCLUSIVE OR NON-EXCLUSIVE FIRE UNIT FROM INDIAN RIVER COUNTY FIRE BUREAU. APPLICATIONS ARE AVAILABLE AT INDIAN RIVER COUNTY FIRE BUREAU WEBSITE ANY TENTS LARGER THAN 12X12 WILL REQUIRE A CERTIFICATE OF FLAME RESISTANCE SPECIAL EVENT COOKING QUESTIONAIRE 1. Location of cooking shown on attached sketch? YES N/A 2. Is any cooking taking place under a tent? If yes, Explain: (No deep frying permitted under a tent) 3. Describe Number, type and size of cookers 4. Type(s) of heating source? (LP, Electric, Charcoal, etc.) SPECIAL EVENT SITE INFORMATION 1. Number of On -Site parking stalls utilized (provide a parking plan) 2. Is Off -Site or overflow parking available? Explain (provide agreements with property owners) 285 of 287 1. Number, type and location of proposed restroom facilities: 2. Number and Type of temporary structure(s): 3. Temporary electric power? Please check: Yes Provided By: Portable Generator If Other, please describe: 4. Providing crowd control, security, or parking assistance? If yes, please describe: S. Estimated attendance at peak time: Size(s): No Other Yes No Only items that in accordance with applicable Florida Statutes and City Ordinances will be permitted to be sold in the City of Sebastian. FIREWORKS ARE PROHIBITED FOR RETAIL SALE IN THE CITY OF SEBASTIAN. SPARKLERS AS DEFINED IN F.S. 791 MAY BE PERMITTED FOR RETAIL SALE PROVIDED A SPECIAL EVENT PERMIT HAS BEEN ISSUED BY THE CITY OF SEBASTIAN. Any vendor found in non-compliance with the Florida Fire Prevention Code and any associated NFPA may not be able to open and/or operate until the vendor corrects the code violation(s). I HAVE READ AND UNDERSTAND THE FORGOING SPECIAL EVENT REQUIREMENTS AND VENDORS SAFETY CHECKLIST APPLICANT'S SIGNATURE: PRINTED NAME: Approved: Denied: By: Date: City Managers Signature Approved: Denied: By: Date: Fire Marshal's Signature Fire Safetv Specialtv Fees Small Special Event: One Day / < 25 sites / No cooking or temp. electric / Max tent size 12x12 NO FEE Reoccurring Soecial Event: Non-consecutive but reoccurring one day Special Event $60.00 (per event One Day / < 25 sites / May include cooking or temp. electric / Max tent size 12x12 depending on # of inspections) Good for 120 days / Up to 6 per year (may be extended with proper notice) Large Special Event: $60.00 All other Special Events (per event) '• ADDITIONAL FEES MAY APPLY FOR AN EXCLUSIVE OR NON-EXCLUSIVE FIRE UNIT THROUGH IRC FIRE RESCUE •• 286 of 287 CITY OF S-rIA HOME OF PELICAN ISLAND BUILDING DEPARTMENT FIRE PREVENTION OFFICE TFL MAINSTREET • 9&%37IFAX(M)S 2566 VENDORS CHECKLIST TFIFIHONE (Till 5U9 S�V 7 FAX 17711 5!9 L566 SPECIAL EVENT VENDOR REQUIREMENTS General: Please read carefully I initial each section and siqn at the bottom. All vendors shall be responsible for the following items: SPECIAL EVENT NAME: DATE(S) OF EVENT: EVENT COORDINATOR: VENDOR NAME: VENDOR CONTACT: SPECIAL EVENT PERMIT NO. TENTS: All tents shall have some type of Flame Retardant or Resistant Certificate (TAG or PAPERWORK) on -site and submitted to the Fire Prevention Office prior to the event. Shade canopies smaller than 12xl2 without sides may be approved for use on a case by case basis. Canopies must be spaced a minimum of 4 ft. apart. No smoking allowed in any tent. COOKING TENTS: Tents are allowed to have cooking (APPROVED APPLIANCES) along the outer edges of the tent. LP gas tanks must be secured in place (max cap 20lbs.) Fire Extinguisher must be readily available. Any LP tanks larger than 20 lbs. shall be secured 10 ft. from tents with gas lines secured. All cooking vendors shall have a 10ft. separation from all other non -cooking vendors. NO DEEP FRYING UNDER TENTS. FIRE EXTINGUISHERS: It is recommended that every vendor have an extinguisher. At least one currently certified and tagged, or within one year of manufacture date, extinguisher is required every 75 ft along event walkways. All vendors who are cooking and/or using generators are required to have at least one 51b ABC currently certified and tagged, or within one year of manufacture date, (2A10BC) extinguisher. All vendors who are deep fat frying are required to have at least one currently tagged Class K extinguisher. SEATING: Seating and chair arrangements shall be approved by the Fire Prevention Office prior to the event and have a minimum of 3ft. wide walkways to all exits in the tent. Tents with an occupant load of over 49 require a minimum of 2 exits. LARGE TENTS: For tents, 20x20 or larger where enclosures are used (sides), exits shall have exit signage. If a tent is used at night, exit signs will have attached emergency lighting and be AC and DC powered. 20x20 or larger tents must have NO SMOKING signs. OPEN FLAMES: Any unauthorized open flames, fireworks or fuel -fired lighting or devices are prohibited in any tent or similar enclosure unless prior approval from the Fire Prevention Office is obtained. STORAGE: Use or handling of flammable liquids or gases shall be prohibited at the site unless specifically approved and inspected by the Fire Prevention Office. FLOOR/DECOR: No hay, straw, shavings or similar materials shall be permitted to be used within any structure, tent or canopy. Excepticns: Pre - approved flame retardant treated materials or livestock bedding/fodder. GENERATORS: Generators shall be on level ground, secured, and safely arranged and isolated from the occupants/general public. Exhaust shall be directed away from combustible material(s), people and/or animals. Spare fuel shall be stored in an approved container at a safe distance from the generator. NO HOT FUELING. Fire extinguisher required. ELECTRIC: wiring and lighting shall be free of damage. All electrical equipment shall be isolated from the occupants/general public in a safe manner. All electrical connections and devices shall be in approved enclosures. COOKING: All food cooking concession trucks, trailers, and structures of rigid construction are required to have a currently tagged commercial ventilation and extinguishmentisuppression systems if required per the FFPC and NFPA 96. Code References: Florida Fire Prevention Code (FFPC), NFPA 1, NFPA 96, NFPA 70, NFPA 101, & NFPA 102. Any vendor(s) found not complying with any of the checklist items may not be allowed to open and/or operate until compliance is made. 1 have read and understand the above vendor requirements for this Special Event X (Responsible Party in Charge of Special Event) 287 of 287