Loading...
HomeMy WebLinkAbout02252004HOME OF PELICAN ISLAND SEBASTIAN CITY COUNCIL MINUTES REGULAR MEETING WEDNESDAY, FEBRUARY 25, 2004 - 7:00 P.M. CITY COUNCIL CHAMBERS 1225 MAIN STREET, SEBASTIAN, FLORIDA 2. 3. 4. Mayor Barnes called the Regular Meeting to order at 7:00 p.m. The Pledge of Allegiance was recited. There was a moment of silence. ROLL CALL City Council Present: Mayor Waiter Barnes Vice-Mayor Raymond Coniglio Councilmember Joe Barczyk Councilmember James Hill Councilmember Nathan McCollum Staff Present: City Manager, Terrence Moore City Attorney, Rich Stringer City Clerk, Sally Maio Administrative Secretary, Ann Rousseau Airport Director, Jason Milewski City Engineer, David Fisher Stormwater Engineer, Ken Jones General Services Director, Paul Wagner Finance Director, Shai Francis Growth Management Director, Tracy Hass Police Lieutenant, Michelle Morris Public Works Director, Terry Hill Recreation Supervisor, Chris McCarthy Regular City Council Meeting February 25, 2004 Page Two AGENDA MODIFICATIONS (ADDITIONS AND/OR DELETIONS) Items not on the written agenda may be added only upon a unanimous vote of City Council members (R-03-14) Mayor Barnes requested the addition of an item to formally approve the appointment of William Hughes, School Board member, as an ex-officio member of the Planning and Zoning Commission, item L under consent agenda (see School Board letter attached). City Council voice vote 5-0 to add. Mr. McCollum requested an item under his matters relative to Charter Officers. City Council voice vote 5-0 to add. The City Manager requested withdrawal of item 7K regarding Melrose Pyrotechnics for amendment of the contract by the City Attorney. City Council voice vote 5-0 to withdraw. PROCLAMATIONS, ANNOUNCEMENTS AND/OR PRESENTATIONS None. 1-8 04.051 9-10 04.052 11-12 04.053 13-18 04.042 19-20 CONSENT AGENDA All items on the consent agenda are considered reutine and will be enacted by one motion. There wlll 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. A. Approval of Regular Meeting Minutes - 2/11/04 Bo Approve City Manager Travel to Florida Government Finance Officers Association Conference to Give Presentation, May 3-4, 2004 in Tampa, Florida (City Manager Transmittal 2/17/04, Letter) Approve City Manager Travel to Florida City and County Management Association 58th Annual Conference May 26-29, 2004 in Palm Beach Gardens, Florida (City Manager Transmittal 2/17/04) Approve City Clerk Registration and Travel to Four Part Florida Institute of Government Supervisory Skills of Government Employees at UCF in Orlando on 3/15/04, 3/22/04, 4/5/04 and 4/12/04 (City Clerk Transmittal 2/18/04, Info) Approve the Closing of the Yacht Club Boat Ramp from 11pm Saturday, 3/13/04 Until 4pm Sunday 3/14/04 and Approve the Closing of Indian River Drive from Hardson Street NoAh to Coolidge Street and Sebastian Blvd. from Just Past the Hess Station East to Indian River Drive on Sunday, 3/14/04 from 6am Until 4pm for Pelican Island Wildlife Festival (Public Works Transmittal 2/18/04) 2 Regular City Council Meeting February 25, 2004 Page Three 04.054 F. 21-26 04.017 G. 27-32 04,055 H. 33-36 04.056 I. 37-40 04.057 J. 41-42 0-!,.058 K. Resolution No. R-04-07 Accepting the MPC 2003 Apportionment Plan (GMD Transmittal 2/18/04, R-04-07, Letter) A RESOLUTION OF THE CITY OF SEBASTIAN, INDIAN RIVER COUNTY, FLORIDA ACCEPTING THE 2003 APPORTIONMENT PLAN OF THE INDIAN RIVER COUNTY METROPOLITAN PLANNING ORGANIZATION Resolution No. R-04-08 Final Plat for Sebastian River Landing Phase I (GMD Transmittal 2/18/04, R-04-08, Application, Final Plat) A RESOLUTION OF THE CITY OF SEBASTIAN, FLORIDA, APPROVING THE FINAL PLAT FOR A SUBDIVISION KNOWN AS SEBASTIAN RIVER LANDING PHASE I; PROVIDING FOR CONFLICTS HEREWITH; PROVIDING FOR EFFECTIVE DATE. Authorize City Manager to Execute and Record FP&L Easement for New Police Station (City Attorney Transmittal 2/19/04, Easement, Schedule A) Approve the Expenditure of $1,000 to Complete the Trade-Up of 2003 Harley Davidson Motorcycle for 2004 Model (Police Dept. Transmittal 2/6/04, Invoice, Memo) Approve List of Streets Recommended for Paving in FY03/04, Approve Additional Appropriation of $168,011 from Transportation Capital Project Fund and Approve Proceeding Accordingly Under a Piggyback Contract from Seminole County with Asphalt Recycling and the Existing Community Asphalt Contract to Complete Work (Engineering/Public Works Transmittal 2/18/04, List, Cost Estimates) Item K had been withdrawn under Agenda Modifications by Council consensus. Item L regarding appointment of William Hughes as regular ex-officio member and John Fontana as alternate ex-officio member of Planning and Zoning was added under Agenda Modifications by Council consensus. MOTION by Barczyk/Hill "Move to approve agenda items A, through J, remove K stricken as recommended and add L." Mayor Barnes - aye Mr. Coniglio - aye Mr. Barczyk - aye Mr. Hill - aye Mr. McCollum - aye Roll Call carried 5-0 3 Regular City Council Meeting February 25, 2004 Page Four 8. COMMITTEE REPORTS/RECOMMENDATIONS 04.015 49-64 65-68 Code Enforcement Board i. Interview Unless Waived, and Appointment Regular Member (City Clerk Transmittal 2/11/04, Applications, Ad, List) Carl Anderson and Barney Giordan were in attendance. Mr. Barczyk nominated Mr. Anderson. Since there were no other nominations, Mr. Anderson was appointed to the regular member position to expire March 2006. ii Consider Extendin.q the Term of Ms. Eva $chofield (City Clerk Transmittal 2/10/04, Member List) Mayor Barnes noted that when Mrs. $chofield was appointed to this position in January, the position only had two months left to expiration, therefore, it has been recommended that Council extend her term for the additional three years to March 2007. MOTION by Hill/McCollum "So moved." Mr. Coniglio - aye Mr. Barczyk - aye Mr. Hill - aye Mr. McCollum - aye Mayor Barnes - aye Roll Call carried 5-0 PUBLIC HEARING - none. INTRODUCTION OF NEW BUSINESS FROM THE PUBLIC Item that has occurred or was discovered within the previous six months which is not otherwise on the agenda - sign-up required - limit of ten minutes for each speaker Lisanne Monier and Ruth Stanbridge requested that City Council take steps to preserve a the former George Cain historical property on US 1 or work toward requiring it to be moved to another location, and noted the importance of getting protective language in the code. The City Manager stated he would be meeting with Growth Management and the City Attorney to draft historical district language. Mrs. Stanbridge suggested including incentives for owners of historical property to preserve or relocate historic buildings. 4 Regular City Council Meeting February 25, 2004 Page Five 11, OLD BUSINESS 04.059 A. 69-~ Update Re.qardinq Maintenance Shed at Barber Street Sports Complex (Public Works Transmittal 2/18/04) The City Manager requested a consensus to proceed as outlined to rebid the project for construction with funding the next fiscal year. The Recreation Supervisor addressed City Council. Mr. McCollum said he favored a concrete building, unless the metal building can meet the same wind load. The City Manager said this project is not eligible for recreation impact fees, and that the $66,000 allocated will be rolled into next year for this same project. Mr. Coniglio said it would be prudent to proceed as recommended. City Council concurred. Mr. Barczyk asked about improvements to the skateboard park maintenance shed. 04.049 71-76 Approve Allocation of $99,000 From the Recreation Impact Fees to Complete Various City Park Improvements (Public Works Transmittal 2/18/04, Summary, Code) The City Manager offered clarification as to which zones and what amounts will be drawn from each to fund recreation projects (see recommendation attached to these minutes). Filbert Street - $1,000 - 400 feet of new fencing Fi/bert Street and George Street - $1,750 for landscaping George Street - $3,000 - 1,350 feet of new fencing George Street - $1,750 for landscaping Riverview Park - $91,500 - to install all new electrical in the park The Recreation Supervisor clarified for Mr. Coniglio that lights in Riverview Park will alleviate dark areas in the southeast area. MOTION by Hill/Coniglio "Move approval." Mr. Barczyk - aye Mr. Hill - aye Mr. McCollum - aye Mayor Barnes - aye Mr. Coniglio - aye Roll Call carried 5-0 5 Regular City Council Meeting February 25, 2004 Page Six 12. NEW BUSINESS 04.060 A. 77-80 Approve Suffolk Construction Second Guaranteed Maximum Price Amendment for Construction of City Hall Municipal Project Park in the Amount of $1,625,460.00 (GSA Transmittal 2/19/04, Amendment, Exhibit I, Attachment 1) Rick Gonzalez, REG Architects, gave an update on the Municipal Complex, and described the park's amenities. The City Manager said the balance of the unexpended funds would be used for park contingencies only if needed; and that he had no further information on the adjacent County park. Mr. Gonzalez said tot lots do not have to have a cover. Mr. Hill requested clarification that the guaranteed maximum amount of $1,625,460 is for Suffolk's construction of this park including everything listed in the backup, and the City Manager concurred, however, said that there could be future 3urchases of vending machines or ancillary items for the concession area at a later date. Damian Gilliams, 1623 US 1, Sebastian, asked if an engineering value report was done or if any meetings were held with representatives of the architect, contractor and City to try to try to reduce costs. Mr. Gonzalez said representatives met on several occasions to analyze costs and try to keep costs down. The City Attorney, in response to Mr. Giliiams' inquiry as to why Council did not vote to take 2.4 million out and redirect it, clarified that no money was ever "put in" nor was there a vote by Council on the original planning document which was merely a tool used to determine how much staff recommended to bond from the sales tax revenues. He said staff merely recommended that funds be shifted from one project to another and there was no action required to move it since there was no action to put it in to begin with. TAPE I - SIDE II (8:00 p.m.) Mr. Gilliams read a City Clerk letter in response to his public records request for a document showing Council action to remove $900,000 from later estimates for the project. Mr. Hill said Council gives its authority for funding when it approves the guaranteed maximum price for the municipal complex facilities and park projects. Mr. Gilliams was removed by Lieutenant Morris at the request of Mayor Barnes by his refusal to leave the podium at the expiration of his ten minutes public input allotment. MOTION by Hill/Coniglio "Move to authorize execution of the "Second Guaranteed Maximum Price Amendment to Construction Manager at Risk Services Contract between the City and Suffolk Construction dated April 14, 2003." ($1,625,460) 6 Regular Ci~ Council Meeting Februa~ 25,2004 Page Seven Mr. Hill - aye Mr. McCollum - aye Mayor Barnes - aye Mr. Coniglio - aye Mr. Barczyk - aye Roll Call carried 5-0 04.061 81-102 Mayor Barnes called recess at 8:15 p.m. and reconvened the meeting at 8:27 p.m. AII members were present. Authorize Transfer of Funds as Recommended by Staff and Approve Desiqn/Build Construction Services Aqreement Contract with Holland Builders of South Florida, Inc. for $1,850,480 (Airport Transmittal 2/18/04, Aqreement) The Airport Director said he would present the design with representatives of Holland Builders, CE Block and Mosby and Associates. It was noted that the $1,950,000 was the budget for construction only and not furnishings. The City Attorney read recommended revisions for the "Holland Builders Design/Build Construction Services Agreement". (see copy of amended agreement attached to these minutes) Mr. Coniglio asked about public access to offices, and the Airport Director said the public would always have access to engineering and public works. Mr. Barczyk expressed concern about access from the airside bathroom into office areas. Mr. McCollum said the entire building would be able to run on generator power as he recommended. Fred Clemente, 302 Easy Street, Sebastian, asked if emergency equipment would be accessible to the general public. The Airport Director said the City's hurricane plan has not been finalized so it has not yet been determined when operating as a command center, but that equipment would probably not be open to the public during times of crisis. MOTION by Coniglio/Hill "1 move to authorize staff to transfer funds as outlined in Table 1 of this transmittal and to approve "Design/Build Construction Services Agreement" contract with Holland Builders of South Florida, Inc. for $1,850,480 as amended." Mr. McCollum - aye Mayor Barnes - aye Mr. Coniglio -aye Mr. Barczyk - aye Mr. Hill - aye Roll Call carried 5-0 7 Regular City Council Meeting February 25, 2004 Page Eight 04.050 C. 1o3-104 Approve Ranking and Authorize Staff to Proceed with Stormwater EnqineerinR Service Contract Negotiations with Two Highest Firms (Enqineerinq Transmittal 2/17/04) The City Manager described the interview process and noted a correction to the ranking for Berryman & Henigar, Inc. to 450 rather than 448 as noted in the recommendation. Mr. Barczyk said he would like to see individual scores as a part of the recommendation. The City Manager said he would do so in the future, and that those rankings are available in City Hall. Gordon England, Berryman & Henigar, Inc., Cocoa Beach, commended staff for their efforts in the past several weeks. He noted that his firm scored slightly lower due to the fact that they are not in the local area, described his experience as a stormwater engineer and requested that the City utilize Berryman & Henigar as its third consulting engineering. Amy Adams, associate of Mr. England and a grant writer with experience in writing grants for the City in the past, described her experience, and cited two 319 grants which were submitted by CDM for the City of Sebastian which were not funded. The City Manager responded that the 319 grants were not obtained at that time due to the fact that the City had not completed its master plan and will be reapplied for; and said that the competitive consultant negotiating process had been followed properly. MOTION by Coniglio/Hill "1 move to approve the ranking and authorize staff to proceed with the contract negotiations with the two highest ranked firms Camp, Dresser and McKee and WCG/Neel Schaffer, Inc." Mayor Barnes - aye Mr. Coniglio - aye Mr. Barczyk - aye Mr. Hill - aye Mr. McCollum - aye Roll Call carried 5-0 04.062 1o5-11o Consider Passinq Ordinance No. O-04-02 Low Income Senior Exemption on First Readinq and Schedule Adoption Hearin,q (Finance Transmittal 2/18/04, Attachment A, 0-04-02) AN ORDINANCE OF THE CITY OF SEBASTIAN, FLORIDA, AMENDING CITY CODE CHAPTER 2, ARTICLE IV, ADMINISTRATION: FINANCE, TO CREATE DIVISION 3, ADDITIONAL HOMESTEAD EXEMPTION AT AGE SIXTY-FIVE; PROVIDING FOR SEVERABILITY, CODIFICATION AND AN EFFECTIVE DATE. 8 Regular City Council Meeting February 25, 2004 Page Nine The City Attorney read Ordinance O-04-02 by title. Mayor Barnes noted that this would cost the City approximately $50,000 but would greatly benefit people affected by it. Mr. Coniglio was commended for bringing this to Council. TAPE II - SIDE / (9:17p.m.) MOTION by Coniglio/Hill "Consider adoption of Ordinance No. O-04-02 and first reading and set an adoption hearing on March 24~h" Mr. Coniglio - aye Mr. Barczyk - aye Mr. Hill - aye Mr. McCollum - aye Mayor Barnes - aye Roll Call carried 5-0 13. 14. 04.021 111-118 15. CITY ATTORNEY MATTERS The City Attorney reported that he would bring back the CRA ordinance to the next agenda; that the amendment to buffer regulations will have to go before P & Z for hearing before coming to Council; and received preliminary approval for the ABA conference registration. CITY MANAGER MATTERS A. Acknowled.qements and Compliments from Residents (HR Transmittal 2/19/04, Letters, Memos) The City Manager noted commendations submitted for Police Officers Fischer, Grimmich, Byers, Rich Revis, Wheeler, Kyser, Logan, and Gunner, and Sergeants Sawidis and Hovasse; Waste Management; Barbara Brooke, MIS Assistant. CITY CLERK MATTERS The City Clerk reminded everyone that the general election will take place on March 9th and that candidate forums will be broadcast live on Channel 25 on Thursday, February 26th and Monday, March 1, 2004. 9 Regular City Council Meeting February 25, 2004 Page Ten 16. CITY COUNCIL MATTERS A. Mr. McCollum Mr. McCollum said to properly evaluate each Charter officer, each of the Charter officers should sign off on each of the agenda items prior to submittal to Council. MOTION by McCollum/Hill "1'11 make the motion that every item that goes on our agenda is reviewed by each of the three City officers before it comes to this agenda packet." Mr. Barczyk - aye Mr. Hill - aye Mr. McCollum - aye Mayor Barnes - aye Mr. Coniglio - aye Roll Call carried 5-0 Mr. McCollum inquired about the old Chamber Building on US 1; and the City Attorney said he would provide a copy of the agreement, which gives the Chamber the option of constructing a new building on that site. He cited a letter from resident regarding newspapers thrown in front of driveways and asked the City Attorney for his recommendation on the issue. Mr. Coniglio said it is a freedom of speech issue. The City Attorney said he would provide an article from a recent Law Review on the issue. Mr. McCollum said he would like to have a response sent to the citizen. Mayor Barnes asked the City Attorney to bring the item back so Council can discuss it. Mr. McCollum said people in Iraq are fighting for the right to vote and asked residents to honor war veterans by exercising their right to vote on March 9th. B. Mr. Barczyk Mr. Barczyk congratulated Mr. Moore and the Parks Department for the sign at the park on George Street; noted there is a leak in the Community Center roof; and discussion took place on a contest to name the new municipal park. C. Mayor Barnes Mayor Barnes noted there are cracks in the sidewalk on Indian River Drive due to construction and asked if the City can be reimbursed for repair; and reported on a joint workshop with Vero Beach and Sebastian City Councils this week which resulted in an idea for all Mayors in Indian River County to improve communications among the agencies and to provide a forum to speak to the County. 10 Regular City Council Meeting February 25, 2004 Page Eleven i. Vehicles and Outside Storaqe on Residential Property Mayor Barnes provided photos of a property exhibiting a nuisance, and was told by Code Enforcement officers that nothing can be done. The City Attorney said he had told the officers to proceed in accordance with current nuisance provisions. The City Attorney said nuisance law currently on the books will take care of this problem, but the vehicle issue is a different matter. Following some discussion, the City Attorney said he could come back with a language relative to an allowable number of vehicles. D. Mr. Hill None. 17. E. Mr. Coni.qlio Mr. Coniglio said the Press Journal and other government agencies would make forum and other meeting videotapes available to the City for rebroadcast. In response to Mr. Coniglio, the City Attorney clarified that preliminary exploratory discussions and records relative to anticipated land purchase are exempt from public records law. Mr. Coniglio cited a document provided to Council by Ed Majcher relative to tennis courts, which he would share, with the City Manager. Being no further business, Mayor Barnes adjourned the Regular Meeting at 9:52 p.m. Approved at the March 10, 2004 Regular City Council Meeting. ~/~alt~r W~._E~r~e~, ~layor Sally A. Maio~,CMC - City Clerk 11 SCHOOL BOARD William D. Hughes Dislrict I Steven Mohler Dislrict 2 R. Craig McGarvey, Ed.D. District 3 Herbert L Bailey Dislrict 4 Kathryn A. Wil~on Dislrict 5 Thomas B. Maher Superintendent School District of Indian River County "A CommUNITY Partnership Toward Educational Excellence" February 16, 2004 Mayor Walter Barnes City of Sebastian 1225 Main Street Sebastian, FL 32958 Dear Mayor Barnes: The School Board of Indian River County voted unanimously at its Regular School Board Meeting held February 10, 2004, in favor of Mr. William (Bill) Hughes, School Board Member, to represent the School District as a non-voting member of the City of Sebastian's Planning and Zoning Commission. Mr. John Fontana, Executive Director of Facilities, will serve as alternate. Please forward the agenda and meeting notices to Mr. Hughes and Miss Stang at the School Board Office located at 1990 25th Street, Vero Beach, FL 32960 or by email to: Judy. Stan,q~indian-river. k12.fl.us (Executive Assistant to the School Board). The new School Concurrency legislation well bring us together to better serve the residents of Indian River County during this period of growth. I am looking forward to working with Sebastian to ensure that our children continue to have the best education in Florida. If you have any questions, please feel free to contact my office at 564-3200. Sincerely, Mrs. Kathryn A. Wilson Chairman KW/jas Cc: Mr. Thomas Maher, Superintendent Mr. Greg Smith, Assistant Superintendent of Operations 1990 25th Street · Vero Beach, Florida 32960-3395 Telephone: 772-564-3200 · Suncom Number: 257-1011 · Fax: 772-564-3105 www. indian-river, k 12. fi.us Equal Opportuniiy Educator and Ernployer INTRODUCTION OF NEW BUSINESS FROM THE PUBLIC SIGN-UP SHEET FEBRUARY 25, 2004 REGULAR MEETING "New Business" as used herein, is defined as an item that has occurred or was discovered within the previous six months USE THIS FORM ONLY FOR INTRODUCTION OF NEW BUSINESS NOT OTHERWISE ON THE PREPARED AGENDA*- LIMIT OF 10 MINUTES PER SPEAKER If the item on which you wish to speak is on the printed agenda, do not sign this form. The Mayor will call for public input prior to Council deliberation on each agenda item. Please raise your hand when he calls for input. Name: ~A~~ ~L~ ~~S Name: New Subject: Name: New Subject: Name: New Subject: Name: New Subject: DESIGN/BUILD CONSTRUCTION SERVICES AGREEMENT THIS AGREEMENT made this ~ day of ~t.f~]'} , 2004, by and between the CITY OF SEBASTIAN, a municipal corporation of the State of Florida, 1225 Main Street, Sebastian, Florida, 32958, ("City") and Holland Builders of South Florida, Inc. a corporation authorized to do business in the State of Florida, ("Contractor") WHEREAS, the City desires to engage a Florida licensed design/build contractor who has special and unique competence and experience in providing services necessary to complete the Project hereunder; and WHEREAS, the Contractor represents that it has such competence and experience in providing these services; and WHEREAS, the City in reliance on such representation has selected the Contractor in accordance with its procedure for selection of Contractor; and WHEREAS, the City and the Contractor desire to reduce to writing their understanding and agreements on such professional services. IT IS, THEREFORE, AGREED as follows: ARTICLE I - The Contractual Relationship 1.0 EMPLOYMENT OF CONTRACTOR The City hereby engages the Contractor and the Contractor hereby agrees to perform professional services for the City in accordance with this Agreement. This Agreement is not an exclusive agreement and the City may employ other contractors, professional or technical personnel to furnish services for the City as the City in its sole discretion finds is in the public interest. The Agreement shall not be construed to create a contractual relationship of any kind between the City and any Subcontractor(s), or between any person or firm other than the City and Contractor. The Contractor shall not sell, transfer, assign or otherwise dispose of the Contract or any portion thereof, or of its fight, title of interest therein or its obligations thereunder, or moneys due or to become due under this Contract. 2.0 AGREEMENT DOCUMENTS The Agreement Documents (also called CONTRACT DOCUMENTS) consist of this Agreement, Supplemental Agreement(s), Request for Proposal Documents (including Technical Specifications and Concept Plans), the Contractor's Proposal (including Construction Plans subsequent prepared in furtherance thereof, which shall hereinafter jointly be called the "Plans"), Bond Forms, Work Orders, Change Orders, Addenda if any, any other documents listed in the Agreement Documents, and written modifications issued after execution of this Agreement, it' any. 2.1 INTENT The Technical Specifications and Concept Plans (hereinafter called the "Specifications") are an integrated part of the Contract Documents and as such will not stand alone if used independently. The Specifications establish minimum standards of quality for this Project. Based upon the Specifications, Contractor has prepared the Contractor's Proposal and, in fulfillment of its obligations hereunder, shall prepare detailed Construction Plans to cover all details entering into the design, construction methods, materials and equipment required to complete the Project. The intent of the Agreement Documents is to include all labor and materials, equipment, and transportation necessary for the proper execution of the Work, to require new material and equipment unless otherwise indicated, and to require complete performance of the Work in spite of omission of specific reference to any minor component part and to include all items necessary for the proper execution and completion of the Work by the Contractor. Performance by the Contractor shall be required to the extent consistent with the Agreement Documents and reasonably inferable from them as being necessary to produce the intended results. 2.2 ENTIRE AND SOLE AGREEMENT Except as specifically stated herein, the Agreement Documents constitute the entire agreement between the parties and supersede all other agreements, representations, warranties, statements, promises, and understandings not specifically set forth in the Agreement Documents. Neither party has in any way relied, nor shall in any way rely, upon any oral or written agreements, representations, warranties, statements, promises or understandings not specifically set forth in the Agreement Documents. 2.3 AMENDMENTS The parties may modify this Agreement at any time by written agreement. Neither the Agreement Documents nor any term thereof may be changed, waived, discharged or terminated orally, except by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 2.4 CONSTRUING TERMS This Agreement shall not be construed against the party who drafted the same, as both parties have obtained experts of their choosing to review the legal and business adequacy of the same. 2..5 GOVERNING LAW AND WAIVER OF TRIAL BY JURY This Agreement shall be governed by the laws of the State of Florida, and any venue for any action pursuant to the Agreement Documents shall be in Indian River County, Florida. The parties hereto expressly waive trial by jury in any action to enforce or otherwise resolve any dispute arising hereunder. 2.6 TERM This Agreement shall commence on the day it is executed by both parties and the Term of the Agreement shall extend until the Project is complete unless terminated in accordance with the terms hereunder. 3.0 DEFINITION OF TERMS Whenever the following terms appear in these Agreement Documents, their intent and meaning shall, unless specifically stated otherwise, be interpreted as shown. 3. ! ACT OF GOD The words "Act of God" mean an earthquake, flood, hurricane (or other named tropical event), tornado or other cataclysmic phenomenon of nature. Rain, wind or other natural phenomenon (including tropical waves and depressions) of normal intensity for the locality shall not be construed as an Act of God. 3.2 ADDENDUM (re: bid documents) A modification of the plans or other Contract Documents issued by the Owner and distributed to prospective bidders prior to the opening of bids. All Addenda shall be considered as part of the Contract Documents. 3.3 CHANGE ORDER A written order issued to the Contractor by the City and covering changes in the plans, specifications, or scope of work when the amount of work changed is not deemed sufficient to require a supplemental agreement. 3.4 CONTRACT ADDENDUM A special written provision modifying or clarifying the ternas and conditions of the Contract. The Contract Addendum shall be considered as part of the Contract Documents. 3.5 ENGINEER The design criteria professional, whether an individual or a firm, designated by the CITY to pcrt'orm those functions required by Fla. Stat. 287.055 (10) (c) (5). 3.6 SUPPLEMENTAL AGREEMENT A written understanding, or proposal and acceptance, executed by City and Contractor subsequent to execution of the Agreement, with the written consent of the Contractor's Surety, relating to the work covered by the Agreement and clarifying or furthering the terms thereof. A modification to the Agreement shall be made by Contract Addendum. 3.7 WORK, (The) or PROJECT, (The) The public improvement known as the Airport Administration Building as contemplated in the Plans and Specifications, as modified by the attached Services Agreement - Exhibit "A", and all actions necessm'y to construct the same. 3.8 WORK ORDER Work orders are work instructions including specification and plans, that show the location, character, dimensions and details of the work to be done. Work Orders are specific detailed instructions, of limited scope, that will be a part of this Contract. Work orders shall be considered part of the Contract Documents. ARTICLE 11 - Performance 4.0 PLANS, SPECIFICATIONS AND RELATED DATA 4.1 INTENT OF PLANS AND SPECIFICATIONS The intent of the Plans, Specifications, Work Orders and other Contract Documents is that the Contractor prepare all design and construction documents, as well as all labor and materials, equipment, supervision and transportation necessary for the proper execution of the Work unless specifically noted otherwise. The Contractor shall do all the work shown on the Plans and described in the Specifications and other Contract Documents and all incidental work considered necessary to substantially complete the Work ready for use, occupancy, or operation in a manner reasonably acceptable to the City. 4.2 CONFLICT In the event of any inconsistency, discrepancy or conflict between the Agreement, the Plans, Specifications, and other Contract Documents, calculated dimensions will govern over scaled dimensions; Plans and Specifications shall govern over the general contract provisions, cited standards or FAA circulars. 4.3 DISCREPANCIES IN PLANS Any discrepancies found between the Plans and Specifications and site conditions, or any errors or omissions in the Plans or Specifications, shall be immediately reported to the Engineer and City. The Engineer shall promptly analyze the validity and seriousness of 4 the claimed condition and authorize Contractor to undertake correction of any such error or omission in writing, or otherwise direct Contractor. Any work done by the Contractor after its discovery of such discrepancies, errors or omissions without consulting with Engineer shall be done at the Contractor's risk. Any correction or errors or omissions in the Plans shall be made by the Contractor, subject to approval by the Engineer, when such correction is necessary for the proper fulfillment of their intention as construed by him. Where said correction of errors or omissions, except as provided in the next two (2) paragraphs below', adds to the amount of work to be done by the Contractor and was based upon inaccurate material representations within the Specifications, compensation for said additional work shall be made under the Paragraph 10.7 CHANGES IN THE WORK below, except where the additional work may be classed under some item of work for which a unit price is included in the proposal. Where said corrections are not due to inaccurate representations in the Specifications, said work shall be done at Contractor's cost. The fact that specific mention of any part of work is omitted in the Specifications, whether intentionally or otherwise, when the same is usually and customarily required to complete fully such work as is specified herein, will not entitle the Contractor to consideration in the matter of any claim for extra compensation, but the said work must be installed or done the same as if called for by both the Plans and Specifications. All work indicated on the Plans and not mentioned in the Specifications or vice versa, and all work and material usual and necessary to make the Work complete in all its parts, whether or not they are indicated on the Plans or mentioned in the Specifications, shall be furnished and executed the same as if they were called for by both the Plans and Specifications. The Contractor will not be allowed to take advantage of any errors or omissions in the Plans and Specifications. The Contractor shall provide Engineer with full information when errors or omissions are discovered. 4.4 DRAWINGS AND SPECIFICATIONS AT JOB SITE One (1) complete set of all Plans, Specifications, Work Orders, Addenda, Change Orders, Shop Drawings and samples shall be maintained at the job site, in good order and annotated to show all changes made during the construction process, and shall be available to the Engineer and City at all times. A final copy thereof, along with "as-built" record drawings, operations and maintenance manuals, and data sheets, shall be delivered to the Engineer upon the completion of the Work. 4.5 DIMENSIONS Dimensions shown on the Plans will be used. Where the work of the Contractor is affected by finished dimensions, these shall be verified by the Contractor on site, and it shall assume the responsibility for their use. 4.6 SAMPLING AND TESTING Except as otherwise provided, reasonable sampling and testing of all materials, and the laboratory methods and testing equipment, shall be made in accordance with the latest standards or tenets of the American Society for Testing Materials. The testing of samples and materials shall be made at the expense of the Contractor, except where indicated otherwise. The Contractor shall furnish any required samples without charge. The City shall be given sufficient notification of the placing of orders for materials testing. When the Contractor represents a material or an item of work as meeting Specifications and under recognized test procedures it fails, any re-testing shall be at the Contractor's expense, billed at the Testing Laboratory's standard rate for individual tests. 4.7 SHOP DRAWINGS At regularly scheduled meetings with the City, the Contractor shall provide shop drawings, setting schedules and other drawings as may be necessary for the prosecution of the Work in the shop and in thc field as required by the Plans and Specifications. Deviations from the Plans and Specifications, and substitutions of materials or equipment shall be discussed with the City at such meetings. The City's approval of Contractor's submittals at said meetings shall not release the Contractor from responsibility for errors, corrections of details, or conformance with the Contract. 5.0 MATERIALS AND WORKMANSHIP 5.1 STORAGE OF MATERIALS Materials and equipment shall be stored so as to assure the preservation of their quality and fitness for the Work. When considered necessary, they shall be placed on wooden platforms or other hard clean surfaces, and not on the ground, and]or they shall be placed under cover. Stored materials and equipment shall be located so as to facilitate prompt inspection. Private property zoned for, or adjacent to land zoned for, residential uses shall not be utilized for storage purposes. 5.2 REJECTED WORK AND MATERIAL Any materials, equipment or work which do not satisfactorily meet the Plans and Specifications may be condemned by the Engineer or City by giving a written notice to the Contractor. All condemned materials, equipment or work shall be promptly taken out/removed and replaced. All materials and equipment which do not conform to the requirements of the Contract Documents, are not equal to samples approved by the Engineer and City, or are in any way unsatisfactory or unsuited to the purpose for which they are intended, shall be rejected. Any defective work whether the result of poor workmanship, use of defective materials, damaged through carelessness or from other cause shall be removed within ten (10) days after written notice is given by the City, and the work shall be re-executed by the Contractor. The fact that the Engineer or the City may have previously overlooked such defective work shall not constitute an acceptance of any part of it. Should the Contractor fail to remove rejected work or materials within ten (10) days after written notice to do so, the City may remove them and may store the materials and equipment. Satisfaction of warranty work after final payment shall be in accordance with Paragraph 10.15. 5.3 MANUFACTURER'S DIRECTION Manufactured articles, materials and equipment shall be applied, installed, connected, erected, used, cleaned, and conditioned as directed by the manufacturer unless herein specified to the contrary. 5.4 SKILL AND CHARACTER OF WORKMEN All workmen must have sufficient knowledge, skill and experience to perform properly the work assigned to them. Any foreman or workman employed by the Contractor or subcontractors who, in the opinion of the Engineer or the City does not perform his work in a skillful manner, or appears to be incompetent or to act in a disorderly or intemperate manner shall, at the written request of the City, be discharged immediately and shall not be employed again in any portion of the Work without the approval of the City. The Contractor shall at all times be responsible for the conduct and discipline of his employees and/or any subcontractor or persons employed by subcontractors. 5.5 CLEANING UP The Contractor shall at all times keep the premises free from accumulation of waste materials or rubbish caused by its employees or work. At the completion of the Work, they shall remove all of their rubbish, tools, scaffolding and surplus materials and shall leave their work "broom clean" or its equivalent, unless more exactly specified, and shall insure that all debris and other unsightly objects are removed and disposed of in a satisfactory manner. At no additional expense to the City, the Contractor will restore to their original conditions or better, as nearly as practicable, those portions of the site not designated for alteration and all such property, structure, utilities, landscaping, etc., disturbed or damaged during the prosecution of the Work. Final payment will be withheld until such clean up and repairs are completed The Work will be considered complete only after all debris and unused material due to or connected with the Work have been removed and the surrounding area left in a condition satisfactory to the City. In the event the City finds that the Contractor has not complied in keeping the job site clean, the City may, after twenty-four (24) hours written notice to 7 the Contractor to correct the situation, elect to have the job site cleaned by an independent labor force. The cost of cleaning by said independent labor force shall be deducted from moneys due the Contractor. 5.6 CITY'S OWNERSHIP OF MATERIALS Any and all materials, whether structural or natural, found within the limits of the project remain the property of the City unless City ownership is specifically conveyed to the Contractor. All material, equipment and work become the sole property of the City as installed. These provisions shall not be construed as relieving the Contractor from the sole responsibility for all materials and work for which payments have been made, for the restoration of damaged work, or as a waiver of right of the City to require the fulfillment of all the terms of the Contract. 5.7 GUARANTEE The Contractor shall warrant all equipment furnished and work performed by it for a period of one (1) year from the date of final written acceptance of the Work by City. Satisfaction of warranty work after final payment shall be as per Paragraph 10.15. All equipment and material warranties or guarantees shall be drawn in favor of the City and the originals thereof furnished to the Engineer for review and acceptance prior to final payment. Such guarantee shall in no way limit or relieve the Contractor of liability from subsequent claims of beach of contract due to substandard materials or workmanship, nor shall such warranty period shorten the statute of limitations for bringing a breach of contract or other action based upon any such deficiencies. 5.8 DIRECT PAYMENT FOR EQUIPMENT/MATERIALS Contractor and City shall coordinate the purehase of materials and installed equipment where reasonable as a means of cost savings through direct payment by City to realize tax savings. Contractor shall submit its accepted vendor bids for materials and installed equipment to Engineer for consideration for direct payment. The cost of items so purchased, and the resulting tax savings, shall be deducted from the Contract Price by Change Order, without an adjustment to the Price for overhead or profit. 6.0 LOCATION OF EXISTING UTILITIES All existing underground utilities, such as telephone, cable television and electrical cables must be located by the Contractor prior to starting work. The Contractor shall 8 contact the Utilities at least 48 hours prior to commencing any work within the project area. There may be other utilities within the project area. The cost of substantiating the location of utilities shall be borne by the Contractor and included in the bid price. The Contractor shall be responsible for the repair and/or replacement of utilities which he damages during the course of construction. Utilities deemed to require relocation shall be identified by the Contractor prior to commencing work. The Contractor shall notice the City of the conflict and seek direction from the City prior to proceeding with work. Directions from the City may be to proceed despite conflict, place work order on hold and commence work at a different location, or relocate utilities under separate contract with the utility or a change order to be directed by the City. City reserves the right to authorize the construction, reconstruction, or maintenance of any public or private utility service, FAA or National Oceanic and Atmospheric Administration (NOAA) f'acility, or a utility service of another governmental agency, at any time during the progress of the Work. Except as indicated on the Plans or Contract Documents, the Contractor shall not permit any individual, finn or corporation to excavate or otherwise disturb any utility service or facilities located within the limits of the work without written permission of the Engineer. Should the owner of a utility or facility be authorized to perform construction, reconstruction, or maintenance as per this section, during the progress of the Work, the Contractor shall cooperate with such owners in arranging and performing the Work in this contract so as to facilitate such construction, reconstruction, or maintenance by others whether or not such work by others is indicated on the drawings. When ordered as extra work by the Engineer, the Contractor shall make all necessary repairs to the Work which are due to such authorized work by others, unless otherwise provided for in the Contract, Plans or Specifications. It is understood and agreed that the Contractor shall not be entitled to make any claim for damages due to such authorized work by others but shall be entitled to an extension of the time to complete for any delay to the work resulting from the same. 7.0 PROGRESS AND COMPLETION OF WORK 7.1 CONTRACTOR'S OBLIGATION Contractor shall supervise and direct the Work, using Contractor's best skill and attention. Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under this Contract, unless the Contract Documents give other specific instructions concerning these matters. Unless otherwise provided in the Contract Documents, 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 the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. Unless otherwise provided in the Contract Documents, Contractor shall pay all sales, use and other similar taxes. Contractor shall enforce st~Sct discipline and good order among Contractor's employees and other persons carrying out the Work. Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. Contractor currently holds and shall maintain at all times during the term of this Contract all required federal, state and local licenses necessary to perform the Work required under the Contract Documents. Contractor shall be responsible to the City for the acts and omissions of Contractor's employees, Subcontractors and their agents and employees, and other persons performing portions of the Work under a contract with Contractor. Contractor shall indemnify, defend and hold City harmless from all claims arising out of or related to its performance of the Work except for acts arising solely from the active negligence or acts of the City. 7.2 START OF CONSTRUCTION The Contractor shall commence work on the date specified in the Notice to Proceed subsequently issued by the City, or as specifically noted in any Contract Addendum. However, in no case shall the Contractor commence work until the City has been furnished and acknowledges receipt of the Contractor's Certificates of Insurance and a properly executed performance and payment bond as required. 7.3 CONTRACT TIME The contractor shall complete, in an acceptable manner, all of the Work within the time schedule submitted in response to the Request for Proposal, subject to any Addenda or Change Orders hereto. 7.4 PROPERTY OF OTHERS A. Public Ownership The Contractor shall be responsible for the preservation of all public property, trees, monuments, etc., along and adjacent to the street and/or right-of-way, and shall use every precaution necessary to prevent damage or injury thereto. It shall use suitable precautions l0 to prevent damage to pipes, conduits and other underground structures, and shall protect carefully from disturbance or damage all monuments and property marks until a land surveyor has witnessed or otherwise referenced their location and shall not remove them until so directed by the Engineer in writing. The City shall remove and relocate all traffic control signs as required. B. Private Ownership The Contractor shall not enter upon private property for any purpose without obtaining permission from the property Owner thereof. 7.5 CHANGES IN THE WORK The City may order changes in the Work through additions, deletions or modifications without invalidating the Contract; however, any change in the scope of work or substitution of materials shall require the written approval of the City. Compensation and time of completion affected by the change shall be adjusted at the time of ordering such change. New and unforeseen items of work found to be necessary and which cannot be covered by any item or combination of items for which there is a contract price shall be classed as changes in the Work. The Contractor shall do such changes in the Work and furnish such materials, labor and equipment as may be required for the proper completion of construction of the work contemplated. In the absence of such written order, no claim for changes in the Work shall be considered. Changes in the Work shall be performed in accordance with the Plans and Specifications where applicable and work not so covered shall be done in accordance with specifications issued for this purpose. Changes in the Work required in an emergency to protect life and property shall be performed by the Contractor as required. 7.6 EXTENSION OF CONTRACT TIME No extension of time shall be valid unless given in writing by the City or otherwise provided in the Contract. No monetary compensation shall be given for delay, however, if a delay occurs due to the fault of the City and it is agreed between the Engineer and Contractor that a subcontractor or piece of equipment should be called off the Work site, Contractor shall be entitled to compensation for its additional or increased direct costs (but not overhead or profit thereupon). A delay beyond the Contractor's control occasioned by an "Act of God" may entitle the Contractor to an extension of time in which to complete the Work as determined by the City provided, however, the Contractor shall immediately give written notice to the City of the cause of such delay. "Rain day" extensions shall be granted upon written request of the Contractor to the City's Project Manager when said Project Manager determines that weather conditions make it counterproductive to work on said days. "Rain day" requests must be submitted at the end of each work week or be waived, and the cumulative "rain day" extensions granted shall be processed as a Change Order with each pay submittal. In the event that the City suspends the Work as provided in Paragraph 9.2, the Contractor shall be granted an extension of time to complete the Work for as many calendar days as the Work was suspended; except, however, that the Contractor will not be granted an extension of time to complete the Work if the suspension was caused by a fault of the Contractor. 7.7 CORRECTION OF WORK Contractor shall, at no cost to the City, promptly correct Work failing to conform to requirements of the Contract Documents, whether observed before or after completion of the Work and whether or not fabricated, installed or completed, and shall correct any Work found to be not in accordance with the requirements of the Contract Documents within a period of one (1) year from the date of completion of the Work or by the terms of an applicable special warranty required by the Contract Documents. The provisions of this Paragraph apply to the Work done by Subcontractors as well as to the Work done by direct employees of Contractor. Nothing contained in this Paragraph shall be construed to establish a period of limitation with respect to other obligations that Contractor might have under the Contract Documents. Establishment of the time period of one (1) year as described in above relates only to the specific obligation of Contractor to correct the Work, and has no effect on the time within which the obligations of the Contract Documents may be enforced, nor to the time within which proceedings may be commenced to establish Contractor's liability with respect to Contractor's remaining contractual obligations. 7.8 LIQUIDATED DAMAGES In the event Contractor fails to perform any provision of the Contract Documents within the time schedule allotted, then the City may elect to receive, and Contractor agrees to pay, liquidated damages in the amount of two hundred fifty dollars ($250) per day beyond the agreed completion date. Inspection of the Work by the Engineer and the subsequent issuance of a notice by the Engineer indicating substantial completion will be the date used to signify work completion. If completion is beyond the schedule agreed upon, liquidated damages may be imposed by the City on the Contractor and will be withheld from payment. It is expressly acknowledged by Contractor that said payment shall not be interpreted nor construed as a penalty but is in fact a good faith attempt to fix damages which the City will suffer in the event Contractor fails to perform as required hereunder. 12 8.0 PUBLIC HEALTH AND SAFETY 8.1 PROTECTION OF PERSONS AND PROPERTY The Contractor shall submit, for the City's approval, a project safety and security plan that describes the Contractor's plans and procedures to protect the safety and property of property owners, residents, and passers-by. The plan shall describe measures and precautions to be taken during working hours and non-working hours. A. Safety Precautions and Programs The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work in accordance with the U.S. Department of Labor Occupational Safety and Health Act and the laws of the State of Florida. This Contract requires that the Contractor and any and all subcontractors hired by the Contractor comply with all relevant standards of the Occupational Safety and Health Act. Failure to comply with the Act constitutes a failure to perform. The Contractor agrees to reimburse the City for any fines and/or court costs arising f¥om penalties charged to the City for violations of OSHA committed by the Contractor or any and ali subcontractors. B. Safety of Persons and Property The Contractor shall take all reasonable precautions for the safety of, and shall provide all reasonable protection to prevent damage, injury or loss to, all employees on the Work and all other persons who may be affected thereby; all the work materials and equipment to be incorporated therein, whether in storage on or off the project site, under the care, custody or control of the Contractor or any of his subcontractors; and other property on the project site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. The Contractor shall be held fully responsible for such safety and protection until final written acceptance of the Work. Fire hydrants on or adjacent to the Work shall be kept accessible to fire fighting equipment at all times. Temporary provisions shall be made by the Contractor to insure the proper functioning of all swales, gutters, sewer inlets, drainage ditches and irrigation ditches, which shall not be obstructed except as approved by the City. The Contractor acknowledges that, in executing the Project, it will operate machinery and equipment that may be dangerous to the adjacent property owners and the general public. The Contractor will be required to conduct excavations fol' the Project which may be hazardous to person and property. The Contractor shall develop and implement a job safety and security plan which will adequately protect all property and the general public. C. Within Airport Property. When the work requires closing an air operations area of the airport or a portion of such area, the Contractor shall furnish, erect, and maintain temporary markings and associated lighting conforming to the requirements of AC 150/5340-1F, Marking of Paved Areas on Airports. The Contractor shall furnish, erect, and maintain markings and associated lighting of open trenches, excavations, temporary stockpiles, and its parked construction equipment that may be hazardous to the operation of emergency fire-rescue or maintenance vehicles on the airport in reasonable conformance to AC 150/5370-2C, Operational Safety on Airports During Construction. The Contractor shall identify each motorized vehicle or piece of construction equipment in reasonable conformance to AC 150/5370-2c. The Contractor shall furnish and erect all barricades, warning signs, and markings for hazards prior to commencing work which requires such erection and shall maintain the barricades, warning signs, and markings for hazards until their dismantling is directed by the Engineer. Open-flame type lights shall not be permitted within the air operations areas of the airport. 8.2 OPEN TRENCHES The Contractor shall fully comply with Florida Statutes and OSHA regulations with regard to open trenches during construction. The Contractor shall be place construction hazard fencing along any open trenches during the construction work-day, and shall leave no open trenches or excavations over-night unless properly fenced and with the specific approval of the Engineer or the City. 8.3 PLACEMENT OF HEAVY EQUIPMENT The Contractor shall park any construction equipment left overnight or on weekends in designated areas. At the close of work each day, the equipment shall be driven to and stored in the designated area so that the equipment will not become an "attractive nuisance" to neighborhood children. All equipment left unattended during the course of working day, such as during lunch hours or work breaks, shall not be left in a condition or location which would create a safety hazard to the general public. All keys shall be removed from the machines during those times. 14 8.4 TEMPORARY FACILITIES AND CONTROLS The Contractor shall provide controls for sanitary facilities, environmental protection and safety controls on site acceptable to the Florida Department of Health and Rehabilitative Services, Department of Environmental Protection, and St. Johns River Water Management District. 8.5 SANITARY PROVISION The Contractor shall provide and maintain such sanitary accommodations adequate for the use of his employees and those of his subcontractors, and as may be necessary to comply with the requirements and regulations of the local and state departments of health. Such facilities shall be made available when the first employees arrive on site of the Work, shall be properly secluded fi'om public observation, and shall be constructed and maintained during the progress of the Work in suitable numbers and at such points and in such manner as may be required or approved. The Contractor shall maintain the sanitary facilities in a satisfactory and sanitary condition at all times and shall enforce their use. Contractor shall rigorously prohibit the committing of nuisances on the site of the Work, on the lands of the City or an adjacent property. The City shall have the fight to inspect such facilities at all times to determine whether or not they are being properly and adequately maintained. Following the period of necessity for such accommodations, they and all evidence affixed thereto shall be removed. 8.6 WATER AND ELECTRIC SUPPLY The Contractor shall make all necessary applications and arrangements, and pay all fees and charges for water and electrical service necessary for the proper completion of the Project up to the time of final acceptance. The Contractor shall provide and pay for any temporary piping and connections. 8.7 NOISE CONTROL The Contractor shall provide adequate protection against objectionable noise levels caused by the operation of construction equipment, and shall submit a plan to the Engineer for his review prior to initiation and implementation of the plan. 8.8 DUST CONTROL The Contractor shall provide for adequate protection against raising unreasonable objectionable dust clouds caused by moving construction equipment, high winds or any other cause, and shall submit a plan to the Engineer for his review prior to initiation and implementation of the plan. 15 8.9 WATER CONTROL The Contractor shall provide for satisfactory disposal of surplus water and shall submit a plan to the Engineer for his review prior to initiation and implementation of the plan. Prior approval shall be obtained from the proper authorities for the use of public or private ]ands or facilities for such disposal. 8.10 POLLUTION, SILTATION AND EROSION CONTROL The Contractor shall provide for and take sufficient reasonable precautions to prevent pollution of private and public lands, reservoirs, ponds, rivers, streams, creeks, etc., by the disposal of surplus materials in the forms of solids, liquids or gases including, but not limited to, fuels, oils bitumen, calcium chloride or other harmful materials. Contractor shall conduct and schedule Work operations so as to avoid or otherwise minimize pollution or siltation of streams, lakes and reservoirs and to avoid interference with movement of migratory fish where there is a high potential for erosion and subsequent water pollution. Erosion control features shall be constructed concurrently with other work and at the earliest practicable ti me. The Contractor shall prepare a detailed description of Contractor's plan for Erosion and Turbidity Control, including location of erosion control and turbidity control devices, marked on a plan set as needed for clarity. The erosion and turbidity control shall meet the requirements of the St. John's River Water Management District for control of discharge of Total Suspended Matter, and shall prevent water and wind erosion of open excavations and swales. Contractor shall comply and be responsible for coordinating all current US EPA National Pollution Discharge Elimination System (NPDES) guidelines and documentation for construction. 8.11 LIMITATION OF OPERATIONS The Contractor shall control its operations and the operations of its subcontractors and suppliers so as to provide for the free and unobstructed movement of aircraft in the AIR OPERATIONS AREAS of the airport. When the work requires the Contractor to conduct its operations within the Air Operations Area of the airport, the work shall be coordinated with airport management (through the Engineer) at least 48 hours prior to commencement of such work. The Contractor shall not close an Air Operations Area until so authorized by the Engineer and until the necessary temporary marking and associated lighting is in place. When the contract work requires the Contractor to work within an Air Operations Area of the airport on an inte~xnittent basis, the Contractor shall maintain constant communications as hereinafter specified; immediately obey all instructions to vacate the Air Operations Area, and immediately obey all instructions to resume work in the Air Operations Area. Failure to maintain the specified communications or to obey instructions shall be cause for suspensions of the Contractor's operations in the Air Operations Ama until the satisfactory conditions are provided. The Air Operations Area that cannot be closed to operating aircraft on a continuous basis, and will therefore only be closed on an intermittent basis, are indicated on the drawings or will be designated by the Engineer. Article III - SUPERVISION AND ADMINISTRATION 9.0 ENGINEER, CITY, CONTRACTOR RELATIONS 9.1 ENGINEER'S RESPONSIBILITY AND AUTHORITY All work done shall be subject to the construction review of the Engineer and City. Any and all technical questions which may arise as to the acceptability of materials furnished, work performed, or work to be performed, and all technical questions as to the acceptable fulfillment of the Contract on the part of the Contractor shall be referred to the Engineer who will resolve such questions. All claims of a technical nature of the City or Contractor shall be presented to the Engineer for resolution. 9.2 SUSPENSION OF WORK The City shall have the authority to suspend the Work wholly or in part, for such periods as may be deemed necessary and for whatever cause, to include but not be limited to, unsuitable weather or such other conditions as are considered unfavorable for prosecution of the Work, failure on the part of the Contractor to carry out the provisions of the Contract or to supply materials meeting the requirements of the Specifications, or the action of a governmental agency, by serving written notice of suspension to the Contractor. In the event that the Engineer shall become aware of any condition which may be cause for suspension of the Work, the Engineer shall immediately advise the City of such condition. The Contractor shall not suspend operations under the provisions of this Paragraph without the City's permission. Any such suspension in excess of ten (10) calendar days, if not the fault of Contractor, shall entitle the Contractor to negotiate a reasonable additional fee for remobilization and shall extend the time for completion. 9.3 CONSTRUCTION REVIEW OF WORK All materials and each part or detail of the Work shall be subject at all times to construction review by the Engineer and the City. The Engineer and the City may appoint inspectors. The Contractor will be held strictly to the true intent of the Plans and Specifications in regard to quality of materials, workmanship, and the diligent execution of the Contract. Such construction review may include mill, plant, or shop inspection, and 17 any material furnished under the Contract is subject to such inspection. The Engineer and the City shall be allowed access to all parts of the Work and shall be furnished with such information and assistance by the Contractor as is required to make a complete and detailed review. The City shall not be responsible for the acts or omissions of the Contractor. 9.4 QUALITY ASSURANCE TESTS AND PRELIMINARY OPERATION The Contractor shall perform the work of placing in operation all equipment installed under this Contract, except as specifically noted hereinafter. The Contractor shall make adjustments necessary for proper operation. The Contractor shall provide construction labor required for preliminary operation of the equipment installed under this Contract. The Contractor shall notify the City when work is considered to be complete, in operating condition, and ready for inspection and tests. The City will conduct quality assurancc tests it deems necessary to determine if the Work functions properly. Arrangements for these quality assurance testing laboratory services will be made by the City. Payment for testing to show compliance with specified requirements, as well as the cost of retesting when materials and workmanship fail to meet specified requirements, will be deducted from moneys due the Contractor. 9.5 EXAMINATION OF COMPLETED WORK The City may request an examination of completed work of the Contractor at any time before acceptance by the City of the Work and shall remove or uncover such portions of the finished work as may be directed. After examination, the Contractor shall restore said portions of the Work to the standard required by the Plans and Specifications. Should the work thus exposed or examined prove acceptable, the uncovering or removing and the replacing of the covering or making good of the parts removed shall be paid for as extra work, but should the work so exposed or examined prove unacceptable, the uncovering, removing and replacing shall be at the Contractor's expense. 9.6 CONTRACTOR'S SUPERINTENDENT A qualified superintendent, who is acceptable to the City, shall be maintained on the project and give sufficient supervision to the Work until its completion. The superintendent shall have full authority to act on behalf of the Contractor, and all communications given to the superintendent shall be considered given to the Contractor. In general, such communications shall be confirmed in writing and always upon written request from the Contractor. 18 9.7 CITY'S RIGHT TO CORRECT DEFICIENCIES Upon failure of the contractor to perform the work in accordance with the Contract Documents, including any requirements with respect to the Schedule of Completion, and after ten (10) days written notice to the Contractor, the City may, without prejudice to any other remedy he may have, correct such deficiencies. The Contractor shall be charged all reasonable costs incurred to correct deficiencies. 9.8 CITY'S RIGHT TO TERMINATE CONTRACT AND COMPLETE WORK In the event of any default by the Contractor, the City shall have the right to terminate the Contract upon issuance of written notice of termination to the Contractor stating the cause for such action and after allowing 10 days to cure. This Agreement may be terminated by the City without cause provided at least thirty (30) days written notice of such termination shall be given to the Contractor. In the event of termination, the City may take possession of the Work and of all materials, tools and equipment thereon and may finish the Work by whatever method and means it may select. It shall be considered a default by the Contractor whenever it shall: (a) Declare bankruptcy, become insolvent or assign his assets for the benefit of his creditors. (b) Disregard or violate the provisions of the Contract Documents or City's written instructions, or fail to prosecute the Work according to the agreed schedule of completion including extensions thereof. (c) Fail to provide a qualified superintendent, competent workmen or subcontractors, or proper materials, or fail to make prompt payment therefore. 9.9 RIGHTS OF VARIOUS INTEREST Wherever work being done by the City's forces or by other contractors is contiguous to work covered by the Contract, the respective rights of the various interests involved shall be established by the City, to secure the completion of the various portions of the Work in general harmony. 9.10 SEPARATE CONTRACTS The City may let other contracts for other work in connection with the Work of the Contractor. The Contractor shall cooperate with other contractors with regard to storage of materials and execution of their work. It shall be the Contractor's responsibility to inspect all work by other contractors affecting its work and to report to the City any aspects of that work which will impact Contractor's ability to complete its work in a satisfactory manner. Contractor's failure to notify the City of such impacts shall indicate 19 the work of other contractors will not impact the ability of Contractor to satisfactorily complete its work. As shown on the attached Services Agreement - Exhibit "A", there are items of work to be performed by City personnel. This work shall be performed in a timely fashion, and shall be performed subject to the direction of Contractor. In the event Contractor incurs increased or additional costs as a result of failure on the part of City personnel to perform in a timely manner, Contractor shall be entitled to be fully compensated for such costs (without allowance for profit and overhead) notwithstanding the "no monetary compensation for delay" provision of Paragraph 7.6 above. 9.11 SUBCONTRACTS AND PURCHASE ORDERS Prior to signing thc Contract for subcontracts executed prior thereto, or thereafter at the time specified by the City, the Contractor shall submit in writing to the City the names of the subcontractors proposed for the Work. Subcontractors may not be changed except at the request or with the approval of the City. The Contractor is responsible to the City for the acts and omissions of its subcontractors and their direct or indirect employees, to the same extent as it is responsible for the acts and omissions of its employees. The Contract Documents shall not be construed as creating a contractual relation between any subcontractors and the City. The Contractor shall bind every subcontractor by the terms of the Contract Documents. 9.12 WORK DURING AN EMERGENCY The Contractor shall perform any work and shall furnish and install materials and equipment necessary during an emergency endangering life or property. In all cases, it shall notify the Engineer and City of the emergency as soon as practicable, but it shall not wait for instructions before proceeding to properly protect both life and property. 9.13 ORAL AGREEMENTS No oral order, objection, claim or notice by any party to the others shall affect or modify any of the terms or obligations contained in any of the Contract Documents, and none of the provisions of the Contract Documents shall be held to be waived or modified by reason of any act whatsoever, other than by a definitely agreed waiver or modification thereof in writing, and no evidence shall be introduced in any proceeding of any other waiver or modification. 9.14 NIGHT AND/OR SUNDAY WORK Night and Sunday work will be permitted. 20 9.15 UNAUTHORIZED WORK Work done without lines and grades having been established, work done without proper inspection, or any changes made or extra work done without written authority will be done at the Contractor's risk and will be considered unauthorized, and, at the option of the City, may not be measured and paid for. 9.16 USE OF COMPLETED PORTIONS OF THE WORK The City shall have the right to use, occupy, or place into operation any portion of the Work that has been completed sufficiently to permit safe use, occupancy, or operation, as determined by the Engineer and only after issuance of a C.O. or T.C.O. If such use, occupancy, or operation increases the cost of or delays the Work, the Contractor shall be entitled to extra compensation, or an extension of time, or both, as determined by the Engineer. However, it' Contractor has failed to complete the Work in accordance with the time requirements of the Agreement, no compensation (including set-offs to liquidated damages) shall be allowed for such use or occupancy. 9.17 CONTRACTOR'S RESPONSIBILITY FOR WORK Until acceptance of the Work by the City, it shall be under the charge and care of the Contractor, and it shall take every necessary precaution against injury or damage to the Work by the action of the elements or from any other cause whatsoever, whether arising from the execution or from the non-execution of the Work. The Contractor shall rebuild, repair, restore and make good, without additional compensation, all injury or damage to any portion of the Work occasioned by any cause, other than the sole and active negligence or acts of the City, before its completion and acceptance. 10.0 MEASUREMENT ANDPAYMENT 10.1 DETAILED BREAKDOWN OF CONTRACT The Contractor shall submit a complete breakdown of the contract amount showing the value assigned to each part of the Work, including an allowance for profit and overhead within ten (10) days of the execution of the Contract by the parties. Upon approval of the breakdown of the contract amount by the Engineer and the City, it shall be used as the basis for all requests for payment. 10.2 REQUEST FOR PAYMENT The Contractor may submit to the City not more than once each month a request for payment for work completed. Where applicable, the Contractor may choose to submit a request for payment at the substantial completion of each Work Order. The City may elect to provide its own form for the Contractor to submit progress payment requests. The standard form provided by the City, or a form presented by the Contractor having received prior approval from the City, can be used for the submittal of a progress payment. The Contractor shall furnish the Engineer and the City all reasonable facilities required for obtaining the necessary information relative to the progress and execution of the Work. In addition to each month's invoice, an updated project schedule shall be submitted. Each request for payment shall be computed from the work completed to date on all items listed in the detailed breakdown of the contract amount less previous payments and back charges. If payment is requested on the basis of materials and equipment not incorporated in the project but delivered and suitably stored at the site or at another location agreed to in writing, the payment request shall also be accompanied by a bill of sale, invoice or other documentation warranty that the City has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, all of which shall be satisfactory to the City. No payments shall be made for materials stored on site without approval of the City. An amount of 10% of each monthly pay request shall be retained until final completion and written acceptance of the Work by the Engineer. Payment of the retainage shall be included in the Contractor's final pay request in accordance with Paragraph 10.14. Any deviation in the release or partial release of the 10% retainage shall be at the sole discretion of the City, but in no case earlier than completion of the Engineer's "punch list inspection", which will take place no later than ten (10) days after the Contractor advises of Substantial Completion. Any request for payment shall be accompanied by claim releases for work done or materials furnished for, in connection with the next prior draw, in accordance with Paragraph 10.13. Prior to submission of any request for payment by the Contractor, the Engineer shall review the request for payment to determine the folloxving: (a) That the work covered by the request for payment has been completed in accordance with the intent of the Plans and Specifications. (b) That the quantities of work have been completed as stated in the request for payment, whether fox' a unit price contract or for payment on a lump-sum contract. 10.3 CITY'S ACTION ON A REQUEST FOR PAYMENT Within thirty (30) days from the date of receipt of a request for payment the City shall do one of the following: (a) Approve and pay the request for payment as submitted. 22 (b) Approve and pay such other amount of the request for payment in accordance with Paragraph 10.4 as the City shall decide is due the Contractor, informing the Contractor in writing of the reasons for paying the amended amount. (c) Disapprove the request for payment in accordance with Paragraph 10.4 informing the Contractor in writing of the reasons for withholding payment. 10.4 CITY'S RIGHT TO WITHHOLD PAYMENT The City may withhold payment in whole or in part on a request for payment to the extent and amount necessary and reasonable for any of the following reasons: (a) Work not performed but included in the request for payment, or the contract Price has been reduced by written Change Order. (b) Work covered by the request for payment which is not in accordance with the Plans, Specifications and generally accepted construction practices, including if, in the opinion of the City, there is sufficient evidence that the Work has not been satisfactorily completed, or based upon tests and/or inspections the work is defective or has been damaged requiring correction or replacement. (c) In the event of a filing of a claim or lien, or information received by City of a potential filing of a claim or lien against the Contractor or City. (d) Failure of the Contractor to make payments to subcontractors, material suppliers or labor. (e) Damage to another contractor. (f) The City has had to correct a defect in the Work, or there are other items entitling the City to a set-off against the amount recommended. (g) Default of any of the provisions of the Contract Documents. 10.5 PAYMENT FOR UNCORRECTED WORK Should the City direct, in writing, the Contractor not to correct work that has been damaged or that was not performed in accordance with the Contract Documents, an equitable deduction from the contract amount shall be made to compensate the City for the uncorrected work. 10.6 PAYMENT FOR REJECTED WORK AND MATERIALS The removal of work and materials rejected under Paragraph 5.3 and the re-execution of work by the Contractor shall be at the expense of the Contractor and the Contractor shall 23 pay the cost of replacing the destroyed or damaged work of other contractors by the removal of the rejected work or materials and the subsequent re-execution of that work. In the event that City incurs expenses related thereto, Contractor shall pay for the same within thirty (30) days after written notice to pay is given by the City. If the Contractor does not pay the expenses of such removal, after ten (10) days written notice being given by the City of its intent to sell the materials, the City may sell the materials and shall pay to the Contractor the net proceeds therefrom after deducting all the costs and expenses that are incurred by the City. If the proceeds do not cover the expenses incurred by the City, such additional amounts may be set-off against any payments due Contractor. 10.7 CHANGES IN THE WORK A. Change Orders If conditions require a change in the scope of work, such change shall be effected by the Contractor when the City issues a written Change Order. The Change Order shall set forth in complete detail the nature of the change, the change in the compensation to be paid the Contractor, whether it is an addition or a reduction of the original total contract cost and whether an extension of the completion date is applicable. Should additional or supplemental drawings be required, they will be furnished by the Contractor. Compensation to be paid to the Contractor for accomplishing the work of a Change Order shall be established in one of the following ways: (a) By lump sum proposed by the Contractor and accepted by the City. (b) By unit prices established and agreed to. (c) By unit prices established for additional kinds of work. (d) By other methods as may be mutually agreed upon. (e) By force account wherein the Contractor provides the labor and materials at Contractor's direct cost plus 15% for overhead and profit. When the force account method is used, the Contractor shall provide full and complete records of ali costs for review by the City. Said Change Order shall constitute full compensation for all claims relating to the changed or additional work, including delay damage claims. B. Claims Claims arising from changes or revisions to the scope of work made by the Contractor at the City's request shall be presented to the City before work starts on the changes or revisions. If the Contractor deems that extra compensation is due for work not covered herein, or in Supplemental Agreement, the Contractor shall notify the City in writing of 24 its intention to make claim for extra compensation before work begins on which the claim is based. If such notification is not given and the City is not afforded by the Contractor a method acceptable to the City for keeping strict account of actual cost, then the Contractor hereby waives its request for such extra compensation. The City is not obligated to pay the Contractor if the City is not notified as described above. The Contractor may refuse to perform additional work requested by the City until an appropriate agreement is executed by the parties. Such notice by the Contractor and the fact that the City has kept account of the costs as aforesaid shall not in any way be construed as proving the validity of the claim. C. Differing Site Conditions Contractor shall promptly, and before such conditions are disturbed, notify City in writing of: 1. Subsurface or latent physical conditions at the site differing materially from those indicated in this Agreement and its subparts; or 2. Unknown physical conditions at the site, of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inhering in the work of the character provided for in this Agreement. If City finds that conditions materially differ and will cause an increase or decrease in the Contractor's cost or the time required to perform any part of the work under this Agreement, whether or not changed as a result of such conditions, the City shall approve an equitable adjustment and will according modify the Agreement in writing. Any claim for an equitable adjustment of the contract price based upon differing site conditions is specifically conditioned upon prior written approval of the additional compensation by City. Said equitable adjustment shall constitute full compensation for all claims relating to the differing conditions, including delay damage claims. No claim of the Contractor under this clause shall be allowed unless the Contractor has given the notice required herein. Further, no claim by the Contractor for an equitable adjustment shall be allowed if asserted after final payment under this Agreement. 10.8 CANCELED ITEMS OF WORK The City shall have the right to cancel those portions of the contract relating to the construction of any item provided therein. Such cancellation, when ordered by the City in writing, shall entitle the Contractor to the payment of a fair and equitable amount covering all costs incurred by him pertaining to the canceled items before the date of cancellation or suspension of the Work. The Contractor shall be allowed a profit and overhead allowance percentage on the materials used and on construction work actually done, at the same rates as provided for "Changes in the Work", but no allowance will be made for anticipated profits. Acceptable materials ordered by the Contractor or delivered on the site before the date of such cancellation or suspension shall be purchased from the 25 Contractor by the City at actual cost plus profit and overhead allowance, and shall thereupon become the property of the City. 10.9 PAYMENT FOR WORK SUSPENDED BY THE CITY If the Work or any part thereof shall be suspended by the City as provided in Paragraph 9.2, the Contractor will then be entitled to payment for all work done except as provided in Paragraph 10.4. 10.10 PAYMENT FOR WORK BY THE CITY The cost of the work performed by the City removing construction materials, equipment, tools and supplies in accordance with Paragraph 5.6 and in correcting deficiencies in accordance with Paragraph 9.7 shall be paid by the Contractor. 10.11 PAYMENT FOR WORK FOLLOWING CONTRACT TERMINATION A. Termination by City for Cause Upon termination of the contract by the City for cause, including abandonment or tewnination by Contractor, the City may enter into an agreement with others for the completion of the Work under this Agreement and the Contractor shall be held harmless for the work of others. No further payments shall be due the Contractor until the Work is completed and accepted by the City. If the unpaid balance of the contract amount shall exceed the cost of completing the Work including all overhead costs, Contractor shall be paid up to the amount of the excess balance on a quantum meruit basis for the work done prior to termination. If the cost of completing the Work shall exceed the unpaid balance, the Contractor or its Surety shall pay the difference to the City. The cost incurred by the City as herein provided shall include the reasonable cost of the replacement contractor and other reasonable expenses incurred by the City through the Contractor's default. In either event, all work done, tracings, plans, specifications, maps, computer programs and data prepared by Contractor under this Agreement shall be considered property of City. B. Termination by City Without Cause in the event the City without cause abandons, terminates or suspends this Agreement, the Contractor shall be compensated for services rendered up to the time of such termination, including start-up and mobilization efforts, on a quantum meruit basis and any work done or documents generated by the Contractor shall remain the property of the City. 10.12 TERMINATION OF CONTRACTOR'S RESPONSIBILITY The Contract will be complete when all work has been finished, the final construction review is made by the Engineer, and the Engineer certifies in writing that the project is complete. 26 10.13 RELEASE OF CLAIMS (INTERIM/FINAL) The Contractor shall deliver, with each request for payment, a completed Affidavit and Release of Claim on a form supplied by the City for Work paid for in connection with the next prior Draw. Also, from each supplier or subcontractor who has notified the City of his right to file a Claim (Notice to City) or who is listed in the Contractor's Affidavit and Release of Claim as an unpaid, potential Claimant, a Claimant's Sworn Statement of Account, executed by the supplier or subcontractor, must be attached to each request for payment. If the completed forms are not supplied with the request for payment, the City will notify Contractor of the outstanding claims of record and, if said completed form(s) am not supplied within thirty (30) days, the City shall make joint payments to the Contractor and outstanding claimants. 10.14 ACCEPTANCE AND FINAL PAYMENT When it is determined, as a result of a joint inspection of the Work by the Contractor, City, and Engineer that the Work has been completed in accordance with the terms of the Contract Documents, the Engineer shall certify completion of the Work to the City. At that time, the Contractor may submit the Contractor's final request for payment. The Contractor's final request for payment shall be the contract amount plus all approved written additions less all approved written deductions and less previous payments made. As a condition for Final payment, a Contractor's Final Affidavit must be received by the City along with his Final Payment Request and any as-built drawings which may be required. The Contractor shall furnish full and final releases of Claim for labor, materials and equipment incurred in connection with the Work, following which the City will release the Contractor except as to the conditions of the performance bond, any legal rights of the City, required guarantees and satisfaction of all warranty work, and shall authorize payment of the Contractor's final request for payment, which shall be made within thirty (30) days after Engineers Certification of Completion of the Work. 10.15 SATISFACTION OF WARRANTY WORK AFTER FINAL PAYMENT The making of the final payment by the City to the Contractor shall not relieve the Contractor of responsibility for faulty materials or workmanship. The City shall promptly give notice of faulty materials and workmanship and the Contractor shall promptly replace any such defects discovered within one (1) year from the date of final written acceptance of the Work by the City. 11.0 PUBLIC CONTRACT REQUIREMENTS 11.1 COVENANT AGAINST CONTINGENT FEES The Contractor warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure 27 this Agreement and that he has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this paragraph, the City shall have the right to terminate the Agreement without liability and, at its discretion, deduct from the Agreement price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. 11.2 INTEREST OF MEMBERS OF CITY AND OTHERS No officers, members or employees of the City and no member of its governing body, and no other public official of the governing body of the locality or localities in which services for the facilities are situated or carried out, who exemises any functions or responsibilities in the review or approval of the undertaking or carrying out of this project, shall participate in any decision relating to this Agreement which affects his personal interest, or have any personal or pecuniary interest, direct or indirect, in this Agreement or the proceeds thereof. 11.3 CERTIFICATION OF RESTRICTIONS ON LOBBYING The Contractor agrees that no Federal appropriated funds have been paid or wilt be paid by or on behalf of the Contractor to any person for influencing or attempting to influence any officer or employee of any Federal agency, a member of Congress, an officer or employee of Congress or an employee of a member of Congress in connection with the awarding of any Federal contract, the making of any Federal Grant, the making of any Federal loan, the entering into of any cooperative agreement and the extension, continuation, renewal, amendment or modification of any Federal contract, Grant, loan or cooperative agreement. Further, Contractor shall fully comply with the Federal Lobbying Disclosure Act of 1995. If any funds other than Federal appropriated funds have been paid by the Contractor to any person for influencing or attempting to influence an officer or employee of any Federal agency, a member of Congress, an officer or employee of Congress or an employee of a member of Congress in connection with any Agreement, the undersigned shall complete and submit the attached Standard Form-LLL "Disclosure Form to Report Lobbying" in accordance with its instructions. Any and all subcontracts executed by Contractor for the Work hereunder shall likewise certify and disclose accordingly 11.4 INTEREST OF CONTRACTOR The Contractor covenants that he presently has no interest and shall not acquire any interest, direct or indirect, which shall conflict in any manner or degree with the performance of services required to be performed under this Agreement. The Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed. The Contractor shall not undertake any professional work which conflicts with his duties as the City's Contractor without the prior written consent 28 of the City during the term of this Agreement. Any work where the Contractor can reasonably anticipate that it may be called to testify as a witness against the City in any litigation or administrative proceeding will constitute a conflict of interest under this Agreement. l 1.5 PUBLIC ENTITY CRIMES The Contractor shall file the attached sworn statement which is entitled PUBLIC ENTITY CRIMES, stating xvhether a person or affiliate as defined in Section 287.133 (1) Florida Statutes, has been convicted of a public entity crime subsequent to July 1, 1989, in accordance with the provisions of said statute. 11.6 DRUG-FREE WORKPLACE The Agreement documents also consist of the "Drug-Free Workplace Form" which is in accordance with Florida Statute 287.089 and must be signed and instituted. 11.7 COMPLIANCE WITH LAWS Contractor shall comply with all applicable l~cderal laws that in any way regulate or impact the Work, including, but not limited to, The Clean Air Act (42 USC §7506(c)), The Endangered Species Act (16 USC {}1531, et seq.), Executive Order No. 11593, Executive Order No. 11988, Executive Order No. 11990, The Fish and Wildlife Coordination Act (PI. 85-624), The Safe Water Drinking Act Section 1424(e) (PL 93- 523, as amended), The Wild and Scenic Rivers Act (PL 90-542, as amended), The Demonstration Cities and Metropolitan Development Act of 1966 (PL 89-754), Section 306 of The Clean Air Act, Section 508 of The Clean Water Act, Executive Order No. 11738, The Civil Rights Act of 1964 (PL 88-352), The Age Discrimination Act (PL 94- 135), Section 13 of The Federal Water Pollution Control Act (PL 92-500), Executive Order No. 11246, Executive Order No. 11625, Executive Order No. 12138, Executive Order No. 12549, The Davis Bacon Act (40 USC §276), the Occupational Safety and Health Act and applicable regulations, and the Americans with Disabilities Act (PL 101- 336). 11.8 INSURANCE The Contractor agrees to carry insurance, of the types and subject to the limits as set forth below and maintain said insurance during the life of this agreement: (a) Workers' Compensation Contractor shall purchase workers' compensation insurance as required by law. (b) Commercial General Liability - Contractor shall purchase Commercial General Liability insurance with a combined single limit of at least $1,000,000. 29 (c) Commercial Auto Liability - Contractor shall purchase Commercial Auto Liability insurance with a combined single limit of at least $1,000,000. Further, Contractor shall maintain such insurance as is reasonably required to satisfy its obligations under Paragraph 9.18 for the Work paid for by the City but not yet accepted. The insm'ance company selected shall be A+ or better per the Best's Key Rating Guide. The Contractor and the insurance company(s) shall agree to furnish the City thirty (30) days written notice of their intent to cancel or terminate said insurance. It is the full responsibility of the contractor to insure that all sub-contractors have full insurance coverage as stated above. The Contractor shall not commence the Work under this contract until he has obtained all the insurance required under this paragraph and certificates of such insurance have been submitted to the City, nor shall the Contractor allow any subcontractor to commence work on his subcontract until all insurance required has been so obtained and approved by the City. The Contractor shall carry and maintain until acceptance of the Work, insurance as specified herein and in such form as shall protect him and any subcontractor performing work under this Contract, or the City, from all claims and liability for damages for bodily injury, including accidental death, under this Contract, whether by himself or by any subcontractor or by any one directly or indirectly employed by either of them. The Contractor shall furnish to the City certificates of insurance in duplicate showing proof of insurance, naming the City as an additional insured party, prior to the start of construction as provided in the Contract. 11.9 BOND The Contractor shall provide bonds issued by companies holding certificates of authority as acceptable sureties in the form prescribed by State Law, and generally as shown in these Docmnents, for Performance and Payment, each in the amount of 100% of the total contract amount. 11.10 LAWS TO BE OBSERVED The Contractor shall give all notices and comply with all federal, state and local laws, ordinances, permit requirements and regulations in any manner affecting the conduct of the Work, and all such orders and decrees as enacted by bodies or tribunals having any jurisdiction or authority over the Work, and shall indemnify and save harmless the City and Engineer against any expense, claim or liability arising I¥om, or based on, the violation of any such law, ordinance, regulation, permit requirements, order or decree, whether by himself or his employees. The failure of the Contractor to adhere to any known law or regulation pertaining to furnishing services under this Agreement shall constitute a material breach of this Agreement. The Contractor acknowledges that this 30 requirement includes compliance with all federal, state and local health and safety rules and regulations. The Contractor shall keep himself fully informed of all existing and pending state and national laws and municipal ordinances and regulations in any manner affecting those engaged or employed in the Work, or in any way affecting the conduct of tribunals having any jurisdiction or authority over the same. If any discrepancy or inconsistency is discovered in the Plans, Specifications, or Contract for this work in relation to any such law, ordinance, regulations, order or decree, he shall forthwith report the same to the Engineer and City in writing. He shall at all times himself observe and comply with and cause all his agents, subcontractors and employees to observe and comply with decrees; and shall protect and indemnify the City and Engineer, their officers, employees and agents against any expense, claim or liability arising from or based upon violation of any such law, ordinance, regulations, orders or decree, whether by himself or his employees. All building construction work alterations, repairs or mechanical installations and appliances connected therewith shall comply with the applicable building rules and regulations, restrictions and reservations of record, local ordinances and such other statutory provisions pertaining to this class of work. 11.12 DEBARMENT AND SUSPENSION In accordance with Executive Order 12549, Debarment and Suspension (40 CFR 32), the Contractor shall agree and certify that neither it, nor its principals, is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency; and that the Contractor shall not knowingly enter into any lower tier contract, or other covered transaction, with a person who is similarly debarred or suspended from participating in this covered transaction without prior written approval of the City. Upon execution of this Agreement by the Contractor, the Contractor shall complete sign and return a copy of the form entitled "Certification Regarding Debarments, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Federally Funded Transactions" attached hereto, and shall include the language of this Paragraph and the attached form in all subcontracts executed to support the Contractor's work under this Agreement. 12.0 MISCELLANEOUS 12.1 ADDRESSES FOR NOTICES All notices given under or in connection with any of the Contract Documents shall be delivered in person, by telegraph or registered or certified mail, or overnight delivery service (such as Federal Express) to the parties at the address as either party may by notice designate. 31 12.2 WRITTEN NOTICE Written notice shall be considered as served when delivered to the designated representative of the Contractor and receipt acknowledged or sent by registered mail, or overnight delivery service (such as Federal Express) to the individual, firm, or corporation to the business address stated in the Bid Proposal. Change of Address: it shall be the duty of each party to advise the other parties to the Contract as to any changes in his business address until completion of the Contract. 12.3 TAXES Contractor shall pay all sales or other taxes of any type which may be incurred in connection with the Work hereunder, and shall reimburse the City for any such taxes paid by the City on behalf of the Contractor. 12.4 TIME IS OF VITAL IMPORTANCE It is agreed and understood that time is of vital importance with respect to the completion date for the Work and all other provisions of the Contract Documents. 12.5 NO WAIVER OF LEGAL RIGHTS Neither the payment for, nor acceptance of the whole or any part of the Work by the City or representatives of the City, nor any extension of time, nor the withholding of payments, nor any possession taken by the City, nor the termination of employment of the Contractor shall operate as a waiver of any portion of the Contract or any power therein reserved or any right therein reserved or any right therein provided, nor shall the waiver by the City of any of the Contractor's obligations or duties under this Agreement constitute a waiver of any other obligation or duty of the Contractor under this Agreement. 12.6 RIGHT TO WORK PRODUCT No reports, dala, programs or other material produced in whole or in part under this Agreement shall be subject to copyright by the Contractor, in the United States or in any other country. The City or its assigns shall have the unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any reports, data, programs or other material prepared under this Agreement. All tracings, plans, specifications, maps, computer programs and data prepared or obtained under this Agreement shall remain the property of the City. Any use of any plans and specifications by the City except the use reasonably contemplated by the City at the time the City entered this Agreement will be at the City's risk and Contractor, its officers, directors and employees, will be held harmless from such use. :32 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed, the day and year first above written. A'ITFEST: '1 Sally A. MSio, CMC City Clerk (SEAL) T~ SEB~o~IAN Name: Terrence R. Moore Title: City Manager Approved as to Form and Content for: Reliance by the City of Sebastian Only Rich Stringer, City Attomgy ........................... CONTRACTOR ......................... Signed, sealed and delivered in the presence of: NAME: ~ynn Anderson Holland Builders of South Florida, Inc. Name: John Schmal>z Title: President 33 SERVICES AGREEMENT - Exhibit A Adjustments to Bid Proposal 1) Clea¢ & Grub ( To be performed by City ) Sq. Ft. Quantity Unit/$ Total Amount 1. Administration Building 2. Police Compound 3. Parking Areas 4. Retention Ponds 13000 6600 22400 15000 57000 $ 0.25 $ 14,250.00 2) Import Fill to Site ( To be performed by City ) Cu. Yds. 1. Administration Building 2. Police Compound 3. Fill Existing Ditch Areas 3OOO 5OO J200 4700 $ 6.00 $ 28,200,00 3) Demolition ( To be performed by City ) Cu. Yds. 1. Remove Pavement 4) Generator 7O 70 $ 25.00 $ 1,750.00 Subtotal $ 44,200.00 1. Allowance $75,000.00As per Bid Proposal 2. Credits $25,000.00 Based on adjusted sizing of equipment 3. Adjust / Allowance $50,000.00Net Adjustment + Allowance $25,000.00 5) Deletion from Project as directed from City staff 1. Fountain Area $ 23,600.00 2. Mural $ 7,200.00 Total Deletes $ 30,800.00 Total Project Deducts 6. Alternate; Additions to Proiect (From Qualifications to Bid Proposal) 30~800.00 100,000.00 1. Three Phase Power $ 50,000.00 2. Exterior finishes (Hardi Plank) $ 15,000.00 3. Corridor Finishes (Ceilings) $ 8,500.00 7. Summary to Contract Adjusted Base Amount Total Additions = $ 73~500.00 Ne~ Adjustment to Bid (Deduct) ($26,500 00) 1. Base Bid Amount 2. Adjustment to Bid Amount 3. Total Adjusted Contract Amt. $1,876,980.00 Base Bid Amount submitted @ Bid Date ($26,500.00) (Deduct) $1,850,480.00 Net "Adjusted" Contract Amount 34