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HomeMy WebLinkAbout2021-22-A03 Water-Wastewater Infrastructure- R2T Contract Fully Executed WATER/WASTEWATER INFRASTRUCTURE GENERAL CONSTRUCTION SERVICES CONTINUING CONTRACT BETWEEN CLAY COUNTY UTILITY AUTHORITY (CCUA) AND R2T, INC. MASTER CONTRACT#: 2021/2022-A03 This Contract Agreement ("Agreement") is made and entered into as of this ___ day of __________, 2022, by and between Clay County Utility Authority, an independent special district established and created pursuant to Chapter 94-491, Laws of Florida, by Special Act of 1994, whose principal offices are located at 3176 Old Jennings Road, Middleburg, FL 32068,(hereinafter referred to as the “OWNER” or “CCUA” and R2T, INC., ("Contractor"), a company authorized to do business in the State of Florida, with offices located at 500 Village Square Crossing, Suite 202, Palm Beach Gardens, Florida 33410, for RFP No: 2021/2022-A03; Water/Wastewater Facilities General Construction Services. In consideration of the mutual promises and covenants contained herein, the parties hereby agree as follows. ARTICLE 1 THE CONTRACT AND THE CONTRACT DOCUMENTS 1.1 The Contract and Contract Documents 1.1.1 The Contract between the CCUA and the Contractor, of which this Agreement is a part, shall consist of the Contract Documents. 1.1.2 The Contract Documents shall consist of: (1) this Agreement together with all exhibits, attachments, and duly executed amendments; (2) FEMA Public Assistance Program Required Contract Clauses herein attached as Exhibit "B"; (3) all bid documents together with all addenda thereto; (4) all Specifications; (5) CCUA Safety Manual (latest edition) and (6) all duly executed Amendments, Purchase Orders, Supplemental Agreements and Pre-Approved Change Orders issued after the Effective Date of the Contract, and (7) the Request for Proposal (RFP) and the Respondent’s proposal under which the contractors are selected and this contract awarded. Documents not enumerated in this Article are not Contract Documents and do not form part of the Contract. 1.1.3 Exhibit A to this Contract is the standard form Supplemental Agreement that will be used by CCUA. 1.1.4 Exhibit B to this Contract are the requirements related to public assistance monies related to FEMA. 1.2 Contract Term and Extension 1.2.1 Unless terminated or extended in accordance with other provisions contained herein, the initial term of the Contract shall begin on the date of signature by CCUA ("Effective Date") and shall remain in effect for a period of three (3) years (36 months from the “Effective Date” of the Agreement). 24th February 1.2.2 The term of the Contract may be renewed for up to two (2) additional one (1) year periods, contingent upon satisfactory performance by the Contractor, mutual written agreement by both parties, and the availability of funds. While the Contract may be renewed as provided herein, CCUA is under no obligation to renew or extend the Contract. The option of renewing the Contract is exercisable only by CCUA, and only upon CCUA's determination that the Contractor has satisfactorily performed under the terms of the Contract. CCUA reserves the right to further extend the Contract, as necessary, to complete any ongoing projects, or as best serves the needs of CCUA. 1.3 Entire Agreement 1.3.1 The Contract, together with the Contractor' s Public Construction Bond(s) (as applicable), and Certificates of Insurance constitutes the entire agreement between the CCUA and the Contractor. Specifically, but without limitation, the Contract supersedes any Bid Document not listed among the Contract Documents described herein and all prior written and/or oral communications, representations, and negotiations, if any, between CCUA and Contractor, excluding those documents which make up the Contract as enumerated in Section 1.1.2 above. 1.4 No Privity with Others 1.4.1 Nothing contained in the Contract shall create or be interpreted to create privity or any other contractual agreement between CCUA and any person or entity other than the Contractor. 1.5 Intent and Interpretation 1.5.1 The intent of the Contract is to require complete, correct, and timely execution of the Work. Any work that may be required, implied, or inferred by the Contract Documents as necessary to produce the intended result shall be provided by the Contractor for the Project Price as provided by Supplemental Agreement or Purchase Order. 1.5.2 The Contract is intended to be an integral whole and shall be interpreted as internally consistent. Any Contract Document shall be considered as required by the Contract. 1.5.3 When a word, term or phrase is used in the Contract, the term shall be interpreted or construed, first, as defined herein; second, if not defined, according to the generally accepted meaning in the construction industry; and third, if there is no generally accepted meaning in the construction industry, according to its common and customary usage. 1.5.4 The words “include,” “includes” or “including,” as used in the Contract, shall be deemed to be followed by the phrase “without limitation”. 1.5.5 The specification herein of any act, failure, refusal, omission, event, occurrence, or condition as constituting a material breach of the Contract shall not imply that any other, non-specified act, failure, refusal, omission, event, occurrence, or condition shall be deemed not to constitute a material breach of the Contract. 1.5.6 Words or terms used as nouns in the Contract shall be inclusive of their singular and plural forms unless the context of their usage clearly requires a contrary meaning. 1.5.7 The headings, titles and captions contained herein are inserted for convenience only and in no way are intended to interpret, define, or limit the scope, extent, or intent of the Contract or any provision thereof. 1.5.8 The Contractor shall have a continuing duty to read, carefully study and compare each of the Contract Documents, the Shop Drawings and the Product Data and shall give written notice to CCUA of any inconsistency, ambiguity, error, or omission which the Contractor may discover with respect to these documents before proceeding with the affected Work. The issuance or the express or implied approval by CCUA of the Contract Documents, Shop Drawings, or Product Data shall not relieve Contractor of the continuing duty set forth in this paragraph. By the execution hereof, the Contractor acknowledges and represents that the Contractor has received, reviewed, and carefully examined such documents, has found them to be complete, accurate, adequate, consistent, coordinated, and sufficient for construction. The Contractor further acknowledges that they have not, does not, and shall not rely upon any representation or warranties by CCUA concerning such documents as no such representation or warranties have been or are hereby made. 1.5.9 Neither the organization of any of the Contract Documents into divisions, sections, paragraphs, articles, (or other categories), nor the organization or arrangement of the Design, shall control the Contractor in dividing the Work or in establishing the extent or Scope of Work to be performed by Subcontractors, unless expressly stated in the Contract Documents. 1.6 Ownership of Contract Documents 1.6.1 The Contract Documents, and each of them, shall remain the property of CCUA. The Contractor shall have the right to keep one record set of the Contract Documents upon completion of the Work; provided, however, that in no event shall the Contractor use, or permit to be used, any or all such Contract Documents on other projects without CCUA's prior written authorization. 2 THE WORK 2.1 The Contractor shall provide all labor, services, materials, and equipment required, implied, or reasonably inferable from the Contract to accomplish the work described in this Contract. 2.2 The term "Work" shall mean whatever is done by or required of the Contractor to perform and complete its duties under the Contract, including but not limited to the following: construction of the whole or a designated part of a project as set forth each Supplemental Agreement of Purchase Order; furnishing of any required Surety Bonds and insurance; and the provision or furnishing of labor, supervision, services, materials, supplies, equipment, fixtures, appliances, facilities, tools, transportation, storage, power, control systems, permits and licenses required of the Contractor, fuel, heat, light, cooling and all other utilities as required by the Contract. The Work to be performed by the Contractor on each project shall be specifically described in and authorized by Supplemental Agreement or Purchase Order issued by CCUA. Each Supplemental Agreement or Purchase Order issued by CCUA under the Contract shall further specify the amount of time permitted for completion of the Work ("Project Time") and the amount to be paid as compensation for completion of Work ("Project Price"). 2.3 Workdays and Work Hours 2.3.1 CCUA normal business hours are Monday through Friday 8:00 am to 5:00 pm. Contractors will be allowed alternate work hours from 7:00 am to 5:00 pm, excluding select Holidays observed by CCUA. CCUA’s official holiday schedule is located on CCUA’s website (Holiday Hours: CCUA (clayutility.org)). 2.3.2 Contractor may be permitted to perform work on CCUA’s official holidays or outside of the normal working hours with prior approval from CCUA. 2.3.3 Overtime (OT) hours or hours that are performed outside of a normal workday or work week, including weekends and holidays shall be approved in advance by CCUA, except for emergency work. Additional costs incurred by CCUA in the performance of approved OT work shall be the responsibility of the Contractor. 3 PROJECT TIME 3.1 Time and Liquidated Damages 3.1.1 The Contractor shall commence the Work for each project upon receipt of a Notice to Proceed, or as stated on the fully executed Supplemental Agreement or Purchase Order, issued by CCUA, and shall reach Substantial and Final Completion of all Work as specified by Supplemental Agreement or Purchase Order. 3.1.2 For each project, the number of calendar days from the date on which the Work is permitted to proceed through the date set forth in the Supplemental Agreement or Purchase Order for Final Completion shall constitute the "Project Time." 3.1.3 Unless a different liquidated damage amount for a particular project is established, the Contractor shall pay CCUA $500 per day, for each calendar day of unexcused delay in achieving Substantial Completion of the Work beyond the date specified by Supplemental Agreement or Purchase Order for Substantial Completion of the Work. Any sums due and payable hereunder by the Contractor shall be payable, not as a penalty, but as liquidated damages representing an estimate of damages likely to be sustained by CCUA, estimated at or before the time of issuing the Supplemental Agreement or Purchase Order. CCUA shall be entitled, but not required, to withhold from any amounts otherwise due the Contractor an amount then believed by CCUA to be adequate to recover liquidated damages applicable to such delays. CCUA’s failure to withhold funds for delay damages does not constitute a waiver of CCUA’s claim or right to claim such damages. 3.2 Substantial Completion 3.2.1 "Substantial Completion" shall mean that stage in the progression of the Work when the Work is sufficiently complete as provided by Supplemental Agreement or Purchase Order that CCUA can enjoy beneficial use or occupancy of the Work and can utilize the Work for its intended purpose. 4 PROJECT PRICE 4.1 The Project Price 4.1.1 CCUA shall pay, and the Contractor shall accept, as full and complete payment for all Work required by each Supplemental Agreement or Purchase Order, the amount specified and authorized by each Supplemental Agreement upon completion of the Work for each project. 5 PAYMENT OF THE PROJECT PRICE 5.1 Schedule of Values 5.1.1 Upon request by CCUA, the Contractor shall submit a Schedule of Values allocating the Project Price to the various portions of the Work included in the Supplemental Agreement or Purchase Order for each project. The Contractor's Schedule of Values shall be prepared in such form, with such detail, and supported by such data as CCUA may require. The Contractor shall not imbalance its Schedule of Values, nor artificially inflate any element thereof. The Schedule of Values shall be used only as a basis for the Contractor's Requests for Payment and shall only constitute such basis after it has been agreed upon by CCUA. 5.2 Payment Procedure for each Supplemental Agreement or Purchase Order 5.2.1 CCUA shall pay the Project Price to the Contractor as provided below. 5.2.2 Progress Payments - Based upon the Contractor's Requests for Payment submitted to CCUA by the Contractor’s Construction Project Manager, CCUA shall make progress payments to the Contractor. Retainage in the amount of five percent (5%) will be withheld from each progress payment until final completion is achieved for the Supplemental Agreement or Purchase Order. 5.2.3 On or before the fifteenth (15th) day of each month after commencement of the Work for each Supplemental Agreement or Purchase Order, the Contractor shall submit an Application for Payment for the period ending the thirtieth (30th) day of the previous month to CCUA in such form and manner, and with such supporting data and content, as CCUA may require. Therein, the Contractor shall request payment for that portion of the Project Price properly incorporated in the Work less the total amount of previous payments received from CCUA and less retainage of 5%. 5.2.3.1 Such Application for Payment shall be signed by the Contractor and shall constitute the Contractor's representation that the Work has progressed to the level for which payment is requested, that the Work has been properly installed or performed in full accordance with the Contract Documents, and that the Contractor knows of no reason why payment should not be made as requested. Thereafter, CCUA (and CCUA’s Engineer if applicable) shall review the Application for Payment and may also review the Work at the project site or elsewhere to determine whether the quantity and quality of the Work is as represented in the Application for Payment and is as required by the Contract Documents. CCUA shall make payments within thirty (30) days following CCUA’s receipt of each correct Application for Payment. The amount of each payment shall be the amount certified for payment by CCUA less such amounts, if any, otherwise owed by the Contractor to CCUA or which CCUA shall have the right to withhold as authorized by the Contract. Approval of the Contractor's Application for Payment shall not preclude CCUA from the exercise of any of its rights as set forth in Paragraph 5.3 herein below. 5.2.4 The Contractor warrants that title to all Work covered by a Pay Application shall pass to CCUA no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment, all Work for which payments have been received from CCUA shall be free and clear of liens, claims, security interest or other encumbrances in favor of the Contractor or any other person or entity whatsoever. 5.2.5 The Contractor shall promptly pay each Subcontractor out of the amount paid to the Contractor on account of such Subcontractor's Work, the amount to which such Subcontractor is entitled. 5.2.6 No progress payment, nor any use or occupancy of any project by CCUA, shall be interpreted to constitute an acceptance of any Work not in strict accordance with the Contract Documents. 5.3 Withheld Payment 5.3.1 CCUA may decline to make payment, may withhold funds and, if necessary, may demand the return of some or all of the amounts previously paid to the Contractor, to protect CCUA from loss because of: 5.3.1.1 defective Work not remedied by the Contractor and, in the opinion of CCUA, not likely to be remedied in a timely manner by the Contractor, 5.3.1.2 claims of third parties against CCUA or CCUA's property, 5.3.1.3 failure by the Contractor to pay Subcontractors or others in a prompt and proper fashion, 5.3.1.4 evidence that the balance of the Work cannot be completed in accordance with the Supplemental Agreement or Purchase Order for unpaid balance of the Project Price, 5.3.1.5 evidence that the Work shall not be completed in the time required for Substantial or Final Completion of the Work, 5.3.1.6 repeated failure (two or more times) to carry out the Work as specified by Supplemental Agreement or Purchase Order. 5.3.1.7 damage to CCUA or a third party to whom CCUA is, or may be, liable, 5.3.1.8 failure by the Contractor to timely pay, any, and all, applicable taxes, fees (including permit or use fees), costs, or expenses, associated with the Project. 5.3.1.9 In the event that CCUA makes written demand upon the Contractor for amounts previously paid by CCUA as contemplated in this Subparagraph 5.3.l, the Contractor shall promptly comply with such demand. 5.4 Substantial Completion 5.4.1 When the Contractor believes the Work required by Supplemental Agreement and Purchase Order for each project is Substantially Complete, the Contractor shall submit to CCUA a list of items to be completed or corrected. When CCUA based on an inspection determines that the Work is in fact Substantially Complete, CCUA shall notify the Contractor of Substantial Completion of the Work and the date on which it occurred. Contractor shall be responsible for project security, maintenance, heat, utilities, damage to the Work, and insurance, until Final Completion. 5.4.2 Until Final Completion and acceptance of the Work by CCUA, CCUA shall pay the Contractor an amount equal to ninety percent (95%) of the Project Price. Five Percent (5%) of the Project Price shall be retained until Final Completion, acceptance of the Work by CCUA and Final Payment to the Contractor. 5.5 Final Completion and Final Payment 5.5.1 When all the Work required by Supplemental Agreement or Purchase Order for each project is finally complete and the Contractor is ready for a Final Inspection, it shall notify CCUA in writing. Thereupon, CCUA (or it’s designee) shall make Final Inspection of the Work and, if the Work is complete in full accordance with the project Supplemental Agreement or Purchase Order and the Supplemental Agreement or Purchase Order has been fully performed, CCUA shall promptly issue Final Payment for the project. If CCUA is required to repeat its Final Inspection of the Work, the Contractor shall bear the cost of such repetition of the Work, the Contractor shall bear the cost of such repeat Final Inspection(s) which cost may be deducted by CCUA from the final payment due. 5.5.2 The Contractor shall not be entitled to Final Payment unless and until it submits to CCUA its affidavit that all payrolls, invoices for materials and equipment, and other liabilities connected with the Work on each project for which CCUA, or CCUA's property might be responsible, have been fully paid or otherwise satisfied; releases and waivers of claims, including claims of lien from all Subcontractors and suppliers as well as any and all other parties required by CCUA; consent of Surety, if any, to Final Payment. If any third party fails or refuses to provide a release of claim or waiver of a lien as required by CCUA, the Contractor shall furnish a payment bond satisfactory to CCUA to discharge any such lien or indemnify CCUA from liability. 5.5.3 The Owner shall make Final Payment of all sums, due the Contractor within thirty (30) days of the CCUA's execution of a Final Certificate for Payment. 5.5.4 Acceptance of Final Payment shall constitute a waiver of all claims against CCUA by the Contractor. 6 CCUA 6.1 Information, Services and Documents Required from CCUA 6.1.1 If not previously provided, CCUA shall endeavor to furnish to the Contractor, at the time of issuing each Supplemental Agreement or Purchase Order, all written and tangible material in its possession concerning conditions below ground at the site of the project. By furnishing such material, CCUA does not represent, warrant, or guarantee its accuracy either in whole, in part, implicitly, or at all, and shall have no liability, therefore. CCUA shall also furnish surveys, legal limitations, and utility locations (if known), and a legal description of the project site. Copies may be provided instead of originals. It shall be incumbent upon Contractor to make known its desire to obtain additional or updated information if Contractor justifiably deems it necessary for the proper and timely performance of the Work. 6.1.2 Excluding permits and fees normally the responsibility of the Contractor described in Section 7.1 below or in specific project work scopes, CCUA shall obtain approvals for operating permits and permanent easements. 6.1.3 CCUA shall furnish the Contractor, free of charge, one (1) printed and one (1) electronic copy of the plans and specifications associated with each Supplemental Agreement or Purchase Order for execution of the Work. The Contractor shall be charged and shall pay the actual cost of reproduction per additional set of Documents which may be require. 6.2 Right to Stop Work 6.2.1 If the Contractor persistently fails or refuses to perform Work in accordance with any Supplemental Agreement or Purchase Order, CCUA may order the Contractor to stop the Work, or any described portion thereof, until the cause for stoppage has been corrected, no longer exists, or CCUA orders that Work be resumed. In such event, the Contractor shall immediately obey such order. Further, the Contractor shall not be paid for, nor make any claim for payment for, any Work done in connection with the Project, during the period of Work stoppage. 6.3 CCUA's Right to Perform Work 6.3.1 If the Contractor's Work is stopped by CCUA under Paragraph 6.2, and the Contractor fails within seven (7) days of such stoppage to provide adequate assurance to CCUA that the cause of such stoppage shall be eliminated or corrected, CCUA may, without prejudice to any other rights or remedies CCUA may have against the Contractor, proceed to carry out the subject Work. 6.3.1.1 In such a situation, an appropriate Change Order shall be issued by CCUA deducting from the Project Price the cost of correcting the subject deficiencies, and compensation for CCUA's additional services and expenses necessitated thereby, if any. If the unpaid portion of the Project Price is insufficient to cover the amount due CCUA, the Contractor shall pay the difference to CCUA. 7 THE CONTRACTOR 7.1 The Contractor shall perform no part of the Work at any time without adequate Contract Documents or, as appropriate, approved Shop Drawings, Product Data or Samples for such portion of the Work and permits. Contractor shall secure NPDES General Construction Permit (dewatering), Storm Water Pollution Prevention Plan (SWPPP), building permits, and other general permits pertinent to the work. 7.2 If the Contractor performs any of the Work where Contractor knows or should know such Work involves a recognized error, inconsistency or omission in the Contract Documents, the Contractor shall bear responsibility for such performance and shall bear the cost of correction. 7.3 The Contractor shall supervise and direct the Work for each project using the Contractor's best skill, effort, and attention. The Contractor shall be responsible to CCUA for any and all acts or omissions of the Contractor, their employees and others engaged in the Work on behalf of the Contractor. 7.4 Contractor shall provide construction administration to maintain paper or digital construction files that comply with CCUA’s standards or specific request for the project. 7.5 Contractor shall provide CCUA with a pre-construction video prior to executing the work. 7.6 Warranty 7.6.1 The Contractor warrants to CCUA that all labor furnished to progress the Work under the Contract shall be competent to perform the tasks undertaken, that the product of such labor shall meet acceptable industry standards, that materials and equipment furnished shall be of good quality, free from faults and defects and in strict conformance with the Contract. This warranty shall survive termination of the Contract and shall not be affected by Final Payment for any project hereunder. 7.6.2 Contractor shall warranty all work unless otherwise required in the Supplemental Agreement or Purchase Order, for a period of 2 years from the date of Final Completion of the work. 7.7 Supervision 7.7.1 The Contractor shall employ and maintain at each project site only competent supervisory personnel. Absent written instruction from the Contractor to the contrary, the superintendent shall be deemed the Contractor's authorized representative at the site and shall be authorized to receive and accept all communications from CCUA or Assignees. 7.7.2 Key personnel assigned by the Contractor to projects under the Contract are as requested in Section 13.4.5.1 of the RFP: (1) Name Function (2) ______________ ________________ (3) ______________ ________________ (4) ______________ ________________ 7.7.3 So long as the individuals named above and, in the RFP, remain actively employed or retained· by the Contractor, they shall perform the functions indicated next to their names for each Supplemental Agreement or Purchase Order unless CCUA agrees to any changes in writing. 7.7.4 The Contractor, prior to commencing the Work for each project, shall submit to CCUA for their information, the Contractor's schedule for completing the Work. The Contractor's schedule shall be revised no less frequently than monthly (unless the parties otherwise agree in writing) and shall be revised to reflect conditions encountered from time to time and shall be related to each entire project. 7.7.5 The Contractor shall continuously maintain at the project site, for the benefit of CCUA, one record copy of the Contract and the project Supplemental Agreement or Purchase Order marked to record on a current basis, changes, selections, and modifications made during construction. Additionally, the Contractor shall maintain at the project site for CCUA the approved Product Data, Samples, and other similar required submittals. For each project, upon Final Completion of the Work, such record documents shall be delivered to CCUA. 7.8 Cleaning the Site and the Project 7.8.1 The Contractor shall keep each project site reasonably clean during performance of the Work. Upon Final Completion of the Work, the Contractor shall clean the site and the project and remove all waste and restore site to original or better condition. 7.9 Access to Work 7.9.1 CCUA and their representatives shall always have access to the Work from commencement of the Work through Final Completion in accordance with provisions set forth in Section 2.3 of the RFP. 7.10 Indemnity 7.10.1 To the fullest extent permitted by law, for each project, the Contractor shall indemnify and hold harmless CCUA, CCUA officers and employees from, and against, any, and all, administrative/legal/equitable liability, claims, damages, losses, and expenses, including attorneys’ fees, arising out of, or resulting from performance of the Work noted in the Contract Documents, that are referenced and considered a part of the Contract. Liability, claims, damages, loss or expense includes any of those referenced instances attributable to bodily injury, sickness, disease, or death, or to injury to, or destruction of, personal and/or real property, including the loss of use resulting therefrom or incident to, connected with, associated with or growing out of direct and/or indirect negligent or intentional acts or omissions by the Contractor, a Subcontractor, or anyone directly, or indirectly employed by them, or anyone for whose acts the Contractor or Subcontractor may be liable, regardless of whether or not such liability, claim, damage, loss or expense is caused in part by a party indemnified hereunder. 7.10.2 In claims against any person or entity indemnified under this Section by an employee of the Contractor, a Subcontractor, any one directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Section shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts, disability benefits acts or other employee benefit acts. 7.11 Safety 7.11.1 The Contractor shall be responsible for supervising all safety precautions, including initiating, and maintaining such programs in connection with performance of the Contract and for adequate maintenance of traffic. 7.11.2 All employees of the Contractor, who perform work on CCUA’s property, shall adhere to CCUA’s Safety Manual (latest edition). Contractor Supervisors/Foremen will be required to attend the Safety Leadership Development program offered through the Northeast Florida Safety Council (NEFSC) or an equivalent program as required by CCUA. 7.11.3 The Contractor shall designate a member of the on-site construction team for each Project, whose duty shall be the prevention of accidents. Unless notified otherwise in writing by the Contractor to CCUA, this person shall be the Contractor's Superintendent. 7.11.4 Contractor’s personnel are required to always wear proper Personal Protective Equipment (PPE) while on the Project site. PPE minimums include safety footwear, safety vest, hard hat, and safety glasses. Hearing protection is required while working in high noise areas and when operating machinery or equipment (including saws). Ripped jeans, shorts, tennis shoes, sleeveless shirts, and shirts with offensive logos or messages are not permitted. Footwear must have steel (or safety) toes. 7.11.5 Contractor shall always maintain a safe work environment. Contractor shall keep their work areas free of trip hazards daily and shall maintain excellent housekeeping through the completion date of each task or project. Contractor shall provide all dust curtains, temporary partitions, walk-off mats or any other barricade or process necessary to keep the job site clean. 7.11.6 Contractor shall provide CCUA with a copy of their Hot Work Permit Program, Lock Out/Tag Out Procedure, and the Confined Space Entry Procedure before the project begins. 7.11.7 Contractor shall observe all Federal, State, and Local industrial safety rules, regulations, codes, and standards. Contractor shall also observe all CCUA’s Safety and Security Policies and Procedures, as a minimum requirement. 8 CONTRACT ADMINISTRATION 8.1 CCUA Project Representative 8.1.1 CCUA shall appoint a Project Representative (CCUA-PR) and in some cases, a Project Engineer for each Supplemental Agreement or Purchase Order. The CCUA- PR, unless otherwise directed by CCUA shall perform those duties and discharge those responsibilities allocated to the CCUA-PR as set forth in the Contract. The CCUA-PR shall be CCUA's representative for the entire Term of the Supplemental Agreement or Purchase Order. 8.1.2 The CCUA-PR shall be the initial interpreter of the requirements of the drawings and specifications and the judge of the performance thereunder by the Contractor. The CCUA-PR shall render written or graphic interpretations as necessary for the proper execution or progress of the Work with reasonable promptness on request of the Contractor. 8.1.3 The CCUA-PR shall review the Contractor's Applications for Payment and shall certify to the Owner for payment to the Contractor, those amounts then due to the Contractor as provided in the Contract Documents. 8.1.4 The CCUA-PR shall have authority to reject Work, which is defective or does not conform to the requirements of the Contract Documents. If the CCUA-PR deems the work necessary or advisable, the CCUA-PR shall have authority to require additional inspection or testing of the Work for compliance with Contract requirements at Contractor's expense. 8.1.5 The CCUA-PR shall review and approve, or take other appropriate action as necessary, concerning the Contractor's submittals including Product Data and Samples. Such review, approval or other action shall be for the sole purpose of determining conformance with the design concept and information given through the Contract Documents. 8.1.6 The CCUA-PR must obtain approval for change orders within the specified thresholds, from the Executive Director. 8.1.7 The CCUA-PR shall, upon written request from the Contractor, conduct inspections to determine the date of Substantial Completion and the date of Final Completion, shall receive and review records, written warranties and related documents required by the Contract. 8.1.8 The CCUA-PR's decision in matters relating to visual quality shall be final if consistent with the applicable provisions of the Contract Documents. 8.2 Claims by the Contractor 8.2.1 All Contractor claims shall be initiated by written notice and claim to the CCUA- PR. Such written notice and claims must be furnished within seven (7) days after occurrence of the event, or the first appearance of the condition, giving rise to the claim, whichever is earlier. 8.2.2 Pending final resolution of any claim of the Contractor, the Contractor shall diligently proceed with performance of the Work and CCUA shall continue to make payments to the Contractor in accordance with each Supplemental Agreement or Purchase Order. The resolution of any claim under 8.2 shall be reflected by a Change Order executed by CCUA and the Contractor. 8.2.3 Claims for Concealed and Unknown Conditions. Should concealed and unknown conditions encountered in the performance of the Work (a) below the surface of the ground or (b) in an existing structure be at variance with the conditions indicated by Supplemental Agreement or Purchase Order, or should unknown conditions of an usual nature differing materially from those ordinarily encountered in the area and generally recognized as inherent in Work of the character provided for in the Supplemental Agreement or Purchase Order, be encountered, wherein the Contract Documents or Standard Construction industry practices have not placed the responsibility of discovering such concealed and unknown conditions upon the Contractor prior to the Contractor submitting his Pricing Proposal for the Work, the Project Price shall be equitably adjusted by Change Order upon the written notice and claim by either party made within seven (7) days after the first observance of the condition. As a condition precedent to CCUA having any liability to the Contractor for concealed or unknown conditions, the Contractor must give the CCUA-PR written notice of, and an opportunity to observe, the condition prior to disturbing it. The failure by the Contractor to make the written notice and claim as provided in this Subparagraph shall constitute a waiver by the Contractor of any claim arising out of or relating to such concealed or unknown condition. 8.2.4 Claims for Additional Costs. If the Contractor wishes to make a claim for an increase in the Project Price, as a condition precedent to any liability of CCUA therefore, the Contractor shall give the CCUA-PR written notice of such claim within seven (7) days after the occurrence of the event, or the first appearance of the condition, giving arise to such claim, whichever is earlier. Such notice shall be given by the Contractor before proceeding to execute any additional or changed Work. The failure by the Contractor to give such notice prior to executing the Work shall constitute a waiver of any claim for additional compensation. 8.2.4.1 In connection with any claim by the Contractor against CCUA for compensation in excess of the Project Price, any liability of CCUA for the Contractor's costs shall be strictly limited to direct costs incurred by the Contractor and shall in no event include indirect costs or consequential damages of the Contractor. 8.2.4.2 CCUA shall not be liable to the Contractor for claims of third parties, including Subcontractors, unless and until liability of the Contractor has been established therefore in a court of competent jurisdiction. 8.2.5 Any notice and claims for an extension of time by the Contractor shall be made not more than seven (7) days after the occurrence of the event or the first appearance of the condition giving rise to the claim and shall set forth in detail the Contractor's basis for requiring additional time in which to complete the Project. In the event the delay to the Contractor is a continuing one, only one notice and claim for additional time shall be necessary. If the Contractor fails to make such claim for an extension of time as provided herein, then such claim shall be waived. This paragraph shall not be deemed to waive any damages for delay that are covered by insurance. 8.3 Field Orders 8.3.1 For each Project, the CCUA-PR shall have authority to order minor changes in the Work not involving a change in the Project Price or in Project Time and not inconsistent with the intent of the Contract. Such changes shall be affected by Field Order and shall be binding upon the Contractor. The Contractor shall carry out such Field Orders promptly. 9 SUBCONTRACTORS 9.1 Definition 9.1.1 A Subcontractor is an entity, which has a direct Contract with the Contractor to perform a portion of the Work. 9.2 Award of Subcontracts 9.2.1 If, when preparing bids or proposals for each project, the contractor needs to add additional subcontractors, other than those that have been prequalified in the Contractor’s response to the Request for Proposal No. 21/22-A03, the Contractor shall include a listing of the subcontractors and their specific role for each project the Contractor is proposing or bidding on. Should CCUA object to any subcontractor on the listing, CCUA will inform the Contractor in writing within two (2) days of the submittal date. The Contractor will be allowed to submit an acceptable subcontractor within two (2) days (for no additional cost) and still be qualified for award. 10 CHANGES IN THE WORK 10.1 Changes Permitted 10.1.1 Changes in the Work within the general scope of each Supplemental Agreement or Purchase Order, consisting of additions, deletions, revisions, or any combination thereof, may be ordered without invalidating the Contract by properly executed Change or Field Order. 10.1.2 Changes in the Work for each project shall be performed under applicable provisions of the Contract and the Contractor shall proceed promptly with such changes. 10.2 Change Order Defined 10.2.1 The term "Change Order" shall mean a written order to the Contractor executed by CCUA after execution of the Contract, authorizing and directing a change in the Work or an adjustment in the Project Price or the Project Time, or any combination thereof. Only a duly executed Change Order that is preapproved by CCUA’s Executive may change the Scope of Work, Project Price and/or the Project Time. 10.3 Changes in the Project Price 10.3.1 Any change in the Project Price resulting from a Change Order shall be determined as follows: (a) by mutual agreement between CCUA and the Contractor as evidenced by (1) the change in the Project Price being set forth in the Change Order, (2) such change in the Project Price, together with any conditions or requirements related thereto, being initialed by both parties and (3) the Contractor's execution of the Change Order, or (b) if no mutual agreement occurs between CCUA and the Contractor, then, as provided in the Subparagraph 10.3.2. 10.3.2 Contractor shall not initiate ‘out of scope’ services without obtaining prior written authorization from the CCUA’s Executive Director. For example, if during the Work, a potential problem or issue is identified by the Contractor, the CCUA Project Representative shall be notified immediately of the problem/issue and may then initiate an Executive Director approved change order if the cost does not exceed five percent (5%) of the original contract value or $50,000, whichever is less, or a Board of Supervisors approved change order if the cost exceeds five percent (5%) of the original contract value or $50,000. 10.3.3 If no mutual agreement occurs between CCUA and the Contractor as contemplated in the Subparagraphs above, the change in the Project Price, if any, shall be determined by the CCUA-PR and CCUA Chief Engineer who shall provide a recommendation to the Executive Director for approval on the basis of the reasonable expenditures or savings of those performing, deleting or revising the Work attributable to the change, including, in the case of an increase or decrease in the Project Price, a reasonable allowance for direct project site overhead and profit. In such case, the Contractor shall present, in such form and with such content as CCUA or the CCUA-PR requires, an itemized accounting of such expenditures or savings and shall be limited to the following: reasonable costs of materials, supplies, or equipment including delivery costs, reasonable costs of labor, including unemployment insurance, fringe benefits required by a pre-existing agreement or by custom, and workers' compensation insurance, reasonable costs of premiums for all Bonds and insurance, permit fees, and sales, use or other taxes related to the Work and paid by the Contractor, and reasonable costs of directly attributable to the change. In no event shall any expenditure or savings associated with the Contractor's home office or other non-project site overhead expenses be included in any change in the Project Price. 10.4 Minor Changes 10.4.1 The CCUA-PR shall have authority to order minor changes in the Work for each project not involving a change in the Project Price or an extension of the Project Time and not inconsistent with the intent of the Contract. Such minor changes shall be made by written Field Order and shall be binding upon CCUA and the Contractor. The Contractor shall promptly carry out such written Field Orders. 10.4.2 Other changes shall be allowed as defined in paragraph 10.3.2. 10.5 Effect of Executed Change Order 10.5.1 For each project, the execution of any Change Order by the Contractor shall constitute conclusive evidence of the Contractor's agreement to the ordered changes in the Work, the Contract Documents as thus amended, the Project Price and the Project Time. The Contractor, by executing a Change Order, waives and forever releases any claim against CCUA for additional time or compensation for matters relating to or arising out of or resulting from the Work included within or affected by the executed Change Order. 10.6 Notice to Surety Consent. 10.6.1 The Contractor shall notify and obtain the timely consent and approval of the Contractor's surety with reference to all Change Orders if such notice, consent or approval is required by the Contractor's surety or by law. The Contractor's warranty to the Owner that the surety has been notified of and consents to, such Change Order and the surety shall be conclusively deemed to have been notified of such Change Order and to have expressly consented thereto. 11 OWNER FURNISHED EQUIPMENT AND SALES AND USE TAXES 11.1 State sales and use taxes on materials and equipment are to be incorporated in the Work and shall be included in the Bid. However, the Owner is exempt from sales and use taxes on materials and equipment and therefore, at the Owners option, the Contractor shall be required to provide the Owner with the details of his Purchase Order(s), including vendor name, address, and quantity and type of materials and/or equipment being ordered. 11.2 At the Owner’s option, the Owner may choose to order the major materials and/or equipment direct. Should the Owner choose to exercise this option, any payment that is made direct by the Owner (plus an amount equal to the sales tax that would have been paid by the Contractor) for the materials shall be a direct deduct from the Contractors contract as if the payment were made direct to the Contractor. The Owner will order all equipment FOB and the responsibility for the care, storage, installation, startup, and performance testing of the equipment shall solely reside with the Contractor. Warranty administration for the equipment ordered by the Owner shall also reside solely with the Contractor. The whole purpose of this provision is to save the amount of sales taxes that would be otherwise assessed to the Contractor for the certain material purchases. 12 UNCOVERING AND CORRECTING WORK 12.1 Uncovering Work 12.1.1 If any of the Work for a project is covered contrary to the CCUA-PR's request or to any provision of the Contract Documents, the Work shall, if required by the CCUA-PR, be uncovered for the CCUA-PR's inspection, and shall be properly replaced at the Contractor's expense without changes to the as provided in the Supplemental Agreement or Purchase Order. 12.2 Correcting Work 12.2.1 The Contractor shall immediately proceed to correct Work rejected by the CCUA- PR as defective or failing to conform to the Contract Documents. The Contractor shall pay all costs and expenses associated with correcting such rejected Work, including any additional testing and inspections, and reimbursement to CCUA for the CCUA-PR's services and expenses made necessary thereby. 12.2.2 For each project, if within two (2) years after Final Completion of the Work, any of the Work is found to be defective or not in in accordance with the Contract Documents, the Contractor shall correct the Work within seven (7) days at the Contractor's expense upon receipt of written notice from the Owner. This obligation shall survive Final Payment by CCUA and termination of the Contract. 12.2.3 Nothing contained in Article shall establish any period of limitation with respect to other obligations, which the Contractor has under the Contract. Establishment of the two (2) year time period in this Article relates only to the duty of the Contractor to specifically correct Work for each project and has no relationship to the time which the obligation to comply with the Contract Documents may be sought to be enforced. 12.3 CCUA May Accept Defective or Nonconforming Work 12.3.1 If CCUA chooses to accept any defective or nonconforming Work, CCUA may do so. In such events, the Project Price shall be reduced by the greater of (a) the reasonable cost of removing and correcting the defective or nonconforming Work, and (b) the difference between the fair market value of the project had it not been constructed in such manner as to include defective or nonconforming Work. If the remaining portion of the unpaid Project Price, if any, is insufficient to compensate CCUA for its acceptance or defective or nonconforming Work, the Contractor shall, upon written demand from CCUA, pay CCUA such remaining compensation for accepting defective or nonconforming Work. 13 CONTRACT TERMINATION 13.1 Termination Through no fault of the Contractor 13.1.1 For each project, if the Work is stopped for a period of ninety (90) days by an order of any court or as a result of an act of the Government, through no fault of the Contractor or any person or entity working directly or indirectly for the Contractor, the Contractor may, upon ten (10) days written notice to CCUA, terminate performance under the Contract and recover from CCUA payment for the actual reasonable expenditures of the Contractor (as limited in Article 10) for all Work executed and for materials, equipment, tools, construction equipment and machinery actually purchased or rented solely for the Work, less any salvage value of any such items. No other costs will be considered by CCUA or be recoverable by Contractor. 13.2 Termination by CCUA 13.2.1 For Convenience 13.2.1.1 CCUA may terminate the Contract for convenience. In such instance, CCUA shall provide written notice of such termination to the Contractor specifying when termination shall become effective. 13.2.1.2 The Contractor shall incur no further obligations in connection with the Work and the Contractor shall stop Work when such termination becomes effective. The Contractor shall also terminate outstanding orders and subcontracts. The Contractor shall settle liabilities and claims arising out of the termination of subcontracts and orders. CCUA may direct the Contractor to assign the Contractor's right, title and interest under terminated orders or subcontracts to CCUA or its designee. 13.2.1.3 The Contractor shall transfer title and deliver to CCUA for such completed or partially completed Work and materials, equipment, parts, fixtures, information, and Contract rights as the Contractor has in either its possession or control. 13.2.2 For Cause 13.2.2.1 If the Contractor persistently or repeatedly refuses or fails to perform the Work in a timely manner, supply enough properly skilled Workers, supervisory personnel or proper equipment or materials to complete the Work, or fails to make prompt payment to Subcontractors or suppliers for materials or labor, or persistently disregards laws, ordinances, rules, regulations or orders of any public authority having jurisdiction, or otherwise substantially violates a material provision of the Contract as determined by CCUA, then CCUA may, by written notice to the Contractor, without prejudice to any other right or remedy, terminate the Contract and take possession of the project site and of all materials, equipment and may finish the Work by whatever methods it may deem expedient. In such case, the termination of the Contract is effective as of the time that notice of termination is delivered to an authorized representative of the Contractor, or as of the date and time, specified in the notice of termination (whichever is applicable). In such case, the Contractor shall not be entitled to receive any further payment until the Work is completed. 13.2.2.2 If the unpaid balance of the Project Price less any liquidated damage due under the Contract, exceeds the cost of finishing the Work, including compensation for the approved change orders and expenses made necessary thereby, such exceed the unpaid balance, the Contractor shall pay the difference to CCUA. This obligation for payment shall survive the termination of the Contract. 13.2.2.3 Should the Contractor elect not to bid on more than three (3) task orders in any single year during the contract period, CCUA may terminate this Contract as provided for in the Request for Proposals. 13.2.2.4 In the event it is determined that cause for termination does not exist, any termination for cause under this section shall be deemed a termination for convenience and the provisions of 13.2.1 shall apply to such termination. 14 INSURANCE 14.1 Contractor's Insurance 14.1.1 The Contractor shall not commence work under this Contract until Contractor has obtained all insurance required under this section and such insurance has been approved by CCUA. All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida. The Contractor shall furnish proof of insurance to CCUA prior to the commencement of any work. The Certificate(s) shall clearly indicate the Contractor has obtained insurance of the type, amount, and classification as required by contract and that no material change, or cancellation of the insurance shall be effective without thirty (30) days prior written notice to CCUA. Certificates shall specifically include CCUA as Additional Insured for all lines of coverage except Workers' Compensation and Professional Liability. A copy of the endorsement must accompany the certificate. Compliance with the foregoing requirements shall not relieve the Contractor of its liability and obligations under this Contract. 14.1.1.1Certificate Holder Address: Clay County Utility Authority, 3176 Old Jennings Road, Middleburg, FL 32068 14.1.1.2The Contractor shall maintain during the life of this Contract, Comprehensive General Liability Insurance with minimum limits of $1,000,000 per occurrence, $2,000,000 aggregate to protect the Contractor from claims for damages for bodily injury, including wrongful death, as well as from claims of property damages which may arise from any operations under this Contract, whether such operations be by the Contractor or by anyone directly employed by or contracting with the Contractor. Such policy or policies shall include Additional Insured Endorsement CG 20 10 07 04 or later version providing for CCUA to be an insured. The General Liability shall include Products – Completed Operations Aggregate with minimum limits of $1,000,000, and Personal and Advertising Injury with limits of $1,000,000. 14.1.1.3The Contractor shall maintain during the life of the contract, Professional Liability or Errors and Omissions Insurance with minimum limits of $1,000,000. 14.1.1.4 The Contractor shall maintain during the life of this Contract, Comprehensive Automobile Liability Insurance with minimum limits of $2,000,000 combined single limit for bodily injury and property damage liability to protect the Contractor from claims for damages for bodily injury, including the ownership, use, or maintenance of owned and non-owned automobiles, including rented/hired automobiles whether such operations be by the Contractor or by anyone directly or indirectly employed by a Contractor. 14.1.1.5 The Contractor shall maintain Umbrella or Excess Liability Insurance covering workers compensation, commercial general liability, and business auto liability with minimum limits of liability of $1,000,000 for General Aggregate and Each Occurrence. 14.1.1.6 The Contractor shall maintain during the life of this Contract, adequate Workers' Compensation Insurance Employer’s Liability in at least such amounts as are required by the law for all of its employees per Florida Statute 440.02., and Applicable Federal Statutory. 14.1.1.7The Contractor shall maintain Builders Risk insurance coverage for full Replacement value of the Work. 14.1.1.8The Contractor shall maintain Environmental Pollution Liability Bodily injury, Property Damage and Cleanup cost with minimum limits of liability of $1,000,000 for Each Occurrence and Annual Aggregate. 14.1.1.9Contractor shall provide the Owner at least thirty (30) days prior notice of any cancellation of or modification to any insurance coverage required under the Contract. 14.1.1.10 It is the responsibility of the Contractor to ensure that all subcontractors comply with all insurance requirements provided in the Contract. 14.1.1.11 It is expressly noted that the insurance requirements contained herein are minimum requirements, subject to modification by CCUA in response to high hazard projects. 14.1.1.12 Contractor may provide any other insurance coverage it deems necessary and appropriate and shall provide CCUA with information concerning such additional coverage. 15 EQUAL EMPLOYMENT OPPORTUNITY 15.1 Contractor's Employment Opportunity 15.1.1 The Contractor and all Subcontractors shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin or age. 15.1.1.1The Contractor shall take affirmative measures to ensure that applicants are employed, and that employees are treated during employment without regard to their race, religion, color, sex, national origin, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertisement, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the policies of non-discrimination. 15.1.2 The Contractor and all Subcontractors shall, in all solicitations or advertisements for employees placed by them or on their behalf, state that all qualified applicants shall receive consideration for employment without regard to race, religion, color, sex, national origin or age. 16 APPRENTICESHIP LAW REQUIREMENTS 16.1 Contractor shall comply with apprenticeship law, Chapter 446 of the Florida Statutes. 16.1.1 The Contractor agrees to insert in any Subcontract under the Contract the requirements contained in this section. "The term Contractor" as used in such clauses and any Subcontract shall mean the Subcontractor. 17 PUBLIC RECORDS 17.1 Public Records (Chapter 119, Florida Statues) 17.1.1 The cost of reproduction, access to, disclosure, non-disclosure, or exemption of records, data, documents, and/or materials, associated with this Agreement shall be subject to the applicable provisions of the Florida Public Records Law (Chapter 119, Florida Statutes), and other applicable State and Federal provisions. Access to such public records, may not be blocked, thwarted, and/or hindered by placing the public records in the possession of a third party, or an unaffiliated party. 17.1.2 In accordance with Florida law, to the extent that Contractor's performance under this Contract constitutes an act on behalf of CCUA, Contractor shall comply with all requirements of Florida's public records law. Specifically, if Contractor is expressly authorized, and acts on behalf of CCUA under this Agreement, Contractor shall: 17.1.2.1Keep and maintain public records that ordinarily and necessarily would be required by CCUA to perform the Services. 17.1.2.2Upon request from CCUA, provide CCUA with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost as provided in Chapter 119, Florida Statutes, or as otherwise provided by law. 17.1.2.3Ensure that public records related to this Agreement that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by applicable law for the duration of this Agreement and following completion of this Agreement if the Contractor does not transfer the records to CCUA. 18 MISCELLANEOUS 18.1 Governing Law and Venue 18.1.1 The Contract shall be governed by the laws of the State of Florida. Venue for any administrative and/or legal action arising under the Contract shall be Clay County, Florida. 18.2 Successors and Assigns 18.2.1 CCUA and Contractor bind themselves, their successors, assigns and legal representatives to the other party hereto and to successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in the Contract. In light of the scope and rationale for the Contract, the Contractor shall not assign the Contract without prior express written consent of CCUA. However, CCUA shall not unreasonably deny such written consent when the interests of CCUA are not negatively affected. Should the Contractor assign this Contract without securing the prior express written consent of CCUA, then CCUA may pursue any legal option available, including, but not limited to, termination of the Contract. 18.3 Surety Bonds 18.3.1 For each project in excess of Fifty Thousand Dollars ($50,000.00), the Contractor shall furnish a separate Public Construction Bond (Payment and Performance Bonds) to CCUA. Each Bond shall set forth a penal sum in an amount not less than the Project Price. Each Bond furnished by the Contractor shall incorporate by reference the terms of the Contract as fully as though they were set forth verbatim in such Bonds. Each Public Construction Bond shall provide that in the event the Project Price is adjusted by Change Order executed by the Contractor, the Contractor shall obtain an Amended Public Construction Bond, or a New Public Construction Bond which reflects the adjusted Project Price. Such Amended or New Public Construction Bond shall be provided to CCUA within ten (10) days of the Change Order being approved to adjust the Project Price. The Public Construction Bond furnished by the Contractor shall be in form suitable to CCUA and shall be executed by a Surety, or Sureties, reasonably suitable to CCUA. Each Bond furnished by Contractor shall require surety to be responsible to CCUA for liquidated damages as set forth in the Contract Documents. 18.4 Amendments 18.4.1 Any change, amendment, modification, revision, or extension of the Contract (other than termination, as noted elsewhere in the Contract) shall be in writing and shall be executed by duly authorized representatives of both CCUA and the Contractor. 18.5 Compliance with Local, State, and Federal Rules, Regulations, and Laws 18.5.1 In performance of the Contract, the Contractor shall abide by, and comply with, all applicable laws, rules, regulations, orders, and policies, of the Local, State, and Federal governments. 18.6 Severability 18.6.1 If any word, phrase, sentence, part, subsection, section, or other portion of the Contract, or any application thereof, to any person, or circumstance is declare void, unconstitutional, or invalid for any reason, then such word, phrase, sentence, part, subsection, other portion, or the proscribed application thereof, shall be severable, and the remaining portions of the Contact, and all applications thereof, not having been declared void, unconstitutional, or invalid shall remain in full force, and effect. 18.7 Execution in Counterparts 18.7.1 The Contract may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. 18.8 Authority to Execute 18.8.1 Each party covenants to the other party hereto that it has the lawful authority to enter into the Contract and has authorized the execution of the Contract by the party's authorized representative. 18.9 Notice Regarding Public Entity Crimes 18.9.1 Florida Statutes prohibits a person or affiliate who has been placed on the convicted vendor list maintained by the Florida Department of Management Services, following a conviction from a public entity crime from contracting to provide goods or services to a public entity; submitting a bid on a contract for construction or repair of a public building or public work; Submitting bids on leases of real property to a public entity; being awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity in excess of $10,000.00. 18.9.2 The prohibitions listed above apply for a period of thirty-six (36) months from the date a person or affiliate is placed on the convicted vendor list. 18.10 Termination Under Section 287.135, Florida Statutes 18.10.1 Notwithstanding any other provision in the Contract to the contrary, CCUA will have the option, in the exercise of its sole discretion, to immediately terminate the Contract if the Contractor is found to have submitted a false certification under Section 287.135(5), Florida Statutes, or has been placed on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, as described in Section 287.135, Florida Statutes. 18.11 Royalties and Payments 18.11.1 The Contractor hereby certifies that to the best of the Contractor's information, neither the Contractor, nor any process employed by the Contractor, infringes upon any trademark, patent, or other intellectual property rights of another party. Moreover, the Contractor agrees to pay (where required and/or applicable) any, and all, applicable royalties, and or license fees that are associated with any aspect of this Project. 18.12 Completion of All Required Forms 18.12.1 Throughout the duration of the Contract, the Contractor has an on-going duty to timely complete all forms required by Federal, State, or local law, rule, regulation, or ordinance, and where required, timely submit the required form to the applicable entity/person. 18.13 No Third-Party Beneficiaries 18.13.1 Both the Authority and the Contractor explicitly agree, and the Contract explicitly states that no third-party beneficiary status or interest is conferred to, or inferred to, any other person or entity. 18.14 Contractor’s Obligation to Request Information 18.14.1 If Contractor has not received or is unable to locate any information that is to be provided to Contractor by or through CCUA pursuant to this Agreement, Contractor shall notify CCUA in writing of its inability to locate or otherwise obtain such document or information. Contractor’s failure to notify CCUA in writing of Contractor’s inability to obtain the information shall constitute a waiver of any claims Contractor has or may have as a result of CCUA’s failure to provide such information. 18.15 Miscellaneous 18.15.1 Arbitration. If the parties are unable to resolve any dispute through mediation, either party may initiate arbitration through the American Arbitration Association in accordance with its Construction Industry Arbitration Rules. Any reference herein to trials or litigation is included to assure application of these terms in the event any party pursues claims outside of arbitration. 18.15.1.1 In the event of a claim being asserted by any party, whether in arbitration or litigation, the parties agree to make all witnesses available for deposition in Clay County, Florida and the dispute shall be tried or arbitrated in Clay County, Florida. 18.15.1.2 The parties hereby agree that discovery in any dispute shall be limited to exchange of all documents relating to the Work under this agreement maintained in each party’s file, including electronic communications of any kind, the deposition of a corporate representative of each party, the deposition of each expert witness that each party intends to have testify at the trial or hearing. The parties may obtain documents from non-parties. The cost of expert witnesses’ time in deposition shall be paid for by the party that hired the expert and intends to use the testimony of the expert at the trial or hearing. 18.15.1.3 The prevailing party in any such arbitration shall be entitled to an award of its attorneys’ fees and costs, from the date of filing of the demand for arbitration through the date of the final arbitration award. 18.15.1.4 The parties hereby grant authority to the arbitrator or arbitrators to determine which party is deemed to be the prevailing party and whether attorneys’ fees and costs are to be awarded to the prevailing party and the reasonable amount of such prevailing party’s attorneys’ fees and costs. EXHIBIT A: SUPPLEMENTAL AGREEMENT # ___ FOR CONSTRUCTION SERVICES UNDER THE AGREEMENT FOR CCUA MASTER CONTRACT #_______________ CONTRACTOR Address: Project Name: Project: No.: CLIENT: Address: CCUA requests and authorizes CONTRACTOR to perform the following services: Scope: The scope of services that CONTRACTOR shall provide is described in Attachment 1 to this Supplemental Agreement. Compensation Compensation for the scope of services shall be described in the Agreement and is presented in Attachment 2 to this Supplemental Agreement. Other Terms: Time Period (Calendars Days to Complete from Date of Supplemental Agreement) and Other Terms in Attachment 3 if required. Time Period: Project Start Date: ____________________ Calendar Days to Substantial Completion: ______________________ Include Signed Copy of Appendix A to the Agreement for all projects exceeding $100,000.00 Services covered by this Supplemental Agreement shall be performed in accordance with the Provisions of the AGREEMENT. IN WITNESS WHEREOF, the parties hereto have made and executed this Supplemental Agreement as of the day and year shown below. CCUA: CONTRACTOR Signature Signature Name (printed) Name (printed) Title Title Date Date FEMA PUBLIC ASSISTANCE PROGRAM REQUIRED CONTRACT CLAUSES 1. Equal Employment Opportunity. If this contract meets the definition of a "federally assisted construction contract" as provided in 41 C.F.R. § 60-1.3, the following shall apply to the contractor's performance under this contract: a. The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. b. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin. c. The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. d. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. e. The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. f. In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. g. The contractor will include the portion of the sentence immediately preceding paragraph (a) and the provisions of paragraphs (a) through (g) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, That in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the contractor may request the United States to enter into such litigation to protect the interests of the United States." For the purposes of this section, "federally assisted construction contract" means any agreement or modification thereof between any applicant and a person for construction work which is paid for in whole or in part with funds obtained from the Government or borrowed on the credit of the Government pursuant to any Federal program involving a grant, contract, loan, insurance, or guarantee, or undertaken pursuant to any Federal program involving such grant, contract, loan, insurance, or guarantee, or any application or modification thereof approved by the Government for a grant, contract, loan, insurance, or guarantee under which the applicant itself participates in the construction work. For the purposes of this section, "construction work" means the construction, rehabilitation, alteration, conversion, extension, demolition or repair of buildings, highways, or other changes or improvements to real property, including facilities providing utility services. The term also includes the supervision, inspection, and other onsite functions incidental to the actual construction. 2. Contract Work Hours and Safety Standards Act. a. This section applies to all contracts in excess of $100,000 that involve the employment of mechanics or laborers as provided in 40 U.S.C. § 3701. b. As provided in 40 U.S.C. § 3702, the contractor shall compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. c. The requirements of 40 U.S.C. § 3704 shall apply to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. d. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-halftimes the basic rate of pay for all hours worked in excess of forty hours in such workweek. e. In the event of any violation of the clause set forth in paragraph (d) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (d) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (d) of this section. f. The Owner shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (e) of this section. g. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (c) through (f) of this section and a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (c) through (f) of this section. 3. Compliance with Clean Air Act. a. The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. b. The contractor agrees to report each violation to the Owner and understands and agrees that the Owner will, in turn, report each violation as required to assure notification to the state of Florida, Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. c. The contractor agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FEMA. 4. Compliance with Federal Water Pollution Control Act. a. The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. b. The contractor agrees to report each violation to the Owner and understands and agrees that the Owner will, in turn, report each violation as required to assure notification to the state of Florida, Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. c. The contractor agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FEMA. 5. Debarment and Suspension. a. This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the contractor is required to verify that none of the contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). b. The contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. c. This certification is a material representation of fact relied upon by the Owner. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the state of Florida and the Owner, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. d. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 6. Byrd Anti-Lobbying Amendment Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient. 7. Procurement of Recovered Materials. a. In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA- designated items unless the product cannot be acquired- i. Competitively within a timeframe providing for compliance with the contract performance schedule, ii. Meeting contract performance requirements; or iii. At a reasonable price. 8. DRS Seal, Logo, and Flags. The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. 9. Compliance with Federal Law, Regulations, and Executive Orders. This is an acknowledgement that FEMA financial assistance will be used to fund the contract only. The contractor will comply will all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives. 10. No Obligation by Federal Government. The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract. 11. Fraud and False or Fraudulent or Related Acts. The contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the contractor's actions pertaining to this contract. APPENDIX A, 44 C.F.R. PART 18: CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements (To be submitted with each bid or offer exceeding $100,000) The undersigned [Contractor] certifies, to the best of his or her knowledge, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an 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. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 3. The undersigned shall require that the language of this ce1tification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Contractor, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3801 et seq., apply to this certification and disclosure, if any. __________________________________________ Signature of Contractor's Authorized Official __________________________________________ Name and Title of Contractor's Authorized Official __________________________________________ Date George Ajy, P.E. V. President 2 8 2022