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Contract 2023-076ADocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D AGREEMENT No. 2023-076 PAVEMENT MANAGEMENT THIS AGREEMENT, is made and entered into this 9th day of August 2023, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont, Florida, (hereinafter referred to as "CITY"), and ASPHALT PAVING SYSTEMS, INC., whose address is: 9021 Wire Road, Zephyrhills, FL 33541, (hereinafter referred to as "CONTRACTOR"). WHEREAS, City of Gainesville through the public procurement process awarded an Agreement for, Pavement Management Contract Number 230508; WHEREAS, CITY desires to utilize the above -referenced awarded bid, CONTRACTOR's response thereto and Agreement in accordance with CITY's procurement policy; and WHEREAS, CONTRACTOR desires to enter into a contract with CITY based on the terms and conditions of the City of Gainesville Contract Number 230508; WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: SCOPE OF WORK The CONTRACTOR shall furnish micro -surfacing asphalt services as described in the City of Gainesville Contract Number 230508, which is attached hereto and incorporated herein as Exhibit "A" and shall perform everything required by this Agreement and the other exhibits attached hereto. Provided, however, that nothing herein shall require CITY to purchase or acquire any items or services from CONTRACTOR that is not specified in the CITY's purchase order. To the extent of a conflict between this Agreement and Exhibit "A", the terms and conditions of this Agreement shall prevail and govern. In all instances the CITY purchasing policy, resolutions and ordinances shall apply. 2. THE CONTRACT SUM CITY shall pay CONTRACTOR, for the faithful performance of the Agreement as set forth in the Agreement documents and the Price Schedule as set forth in Exhibit "B", attached hereto and incorporated herein. 3. TERM AND TERMINATION A. This Agreement is to become effective upon execution by both parties, and shall remain in effect until Saturday, September 30, 2023 unless terminated or renewed by City of Gainesville. B. Notwithstanding any other provision of this Agreement, CITY may, upon written notice to CONTRACTOR, terminate this Agreement: a) without cause and for CITY's convenience upon thirty (30) days written notice to CONTRACTOR b) if DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61 B34ECF8B8D Piggyback Agreement Pavement Management CONTRACTOR is adjudged to be bankrupt; c) if CONTRACTOR makes a general assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with any of the conditions of provisions of this Agreement; or e) CONTRACTOR is experiencing a labor dispute, which threatens to have a substantial, adverse impact upon the performance of this Agreement, without prejudice to any other right or remedy CITY may have under this Agreement. In the event of such termination, CITY shall be liable only for the payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for work, properly performed and accepted prior to the effective date of termination. C. Upon mutual Agreement of the parties, this Agreement may be renewed for two (2) additional two (2) year renewal. 4. PROVISION OF SERVICES AND COMPLETION OF WORK A. The CONTRACTOR shall only provide to CITY the services contained under the Scope of Work upon receipt of an authorized order from CITY and shall provide the requested items in the timeframe and as set forth in City of Gainesville Contract Number 230508 or in the specific purchase order or authorized order submitted by CITY. Nothing herein shall obligate CITY to purchase any specific amount of product from CONTRACTOR or create an exclusive purchase agreement between CITY and CONTRACTOR. CITY shall not be obligated or required to pay for any items received until such time as CITY has accepted the items in accordance with the order provided to CONTRACTOR. B. CONTRACTOR, upon receipt of an order hereunder, shall immediately notify CITY if it has an issue or question related to the fulfillment of the order or whether there will be any delay in providing the items requested. Failure of CONTRACTOR to so notify CITY will preclude CONTRACTOR from seeking payment of any kind for any items that were delayed in delivery. Upon receipt of notification of the delay, CITY may at its sole option cancel the order and seek the items from any available source. C. It is expressly understood and agreed that the passing, approval, and/or acceptance of any gasoline, diesel, kerosene, LP gas, and bio-diesel herein by CITY or by any agent or representative as in compliance with the terms of this Contract shall not operate as a waiver by the CITY of strict compliance with the terms of this Contract and the CITY may require the CONTRACTOR replace the accepted gasoline, diesel, kerosene, LP gas, and bio-diesel so as to comply with the warranties and specifications hereof. D. COMPANY specifically acknowledges that this Contract does not bind or obligate CITY to purchase any minimum quantity of product during the term hereof. 1 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61 B34ECF8B8D Piggyback Agreement Pavement Management 5. PAYMENTS In accordance with the provisions fully set forth in the Contract Documents, CONTRACTOR shall submit an invoice to CITY upon completion of the services and delivery of products to CITY as set forth in the applicable purchase order. CITY shall make payment to the CONTRACTOR for all accepted deliveries and undisputed product delivered and services provided, within thirty (30) calendar days of receipt of the invoice. 6. DISPUTE RESOLUTION - MEDIATION A. Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to voluntary arbitration or the institution of legal or equitable proceedings by either party. B. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes and other matters in question between them by mediation. C. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in Clermont, Lake County, Florida, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement Agreements in any court having jurisdiction thereof. 7. INSURANCE AND INDEMNIFICATION RIDER 7.1. Worker's Compensation Insurance The CONTRACTOR shall take out and maintain during the life of this Agreement, Worker's Compensation Insurance for all its employees connected with the work of this Project and, in case any work is sublet, the CONTRACTOR shall require the subCONTRACTOR similarly to provide Worker's Compensation Insurance for all of the subCONTRACTOR employees unless such employees are covered by the protection afforded by the CONTRACTOR. Such insurance shall comply with the Florida Worker's Compensation Law. In case any class of employees engaged in hazardous work under this Agreement at the site of the Project is not protected under the Worker's Compensation statute, the CONTRACTOR shall provide adequate insurance, satisfactory to the CITY, for the protection of employees not otherwise protected. 7.2. CONTRACTOR's Commercial General Liabilitv Insurance The CONTRACTOR shall take out and maintain during the life of this Agreement, Commercial General Liability and Business Automobile Liability Insurance as shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by itself or by anyone directly or indirectly employed by it, and the amount of such insurance shall be as follows: A. CONTRACTOR's Commercial General Liability, $1,000,000 Each, ($2,000,000 aggregate). Liability Coverages, Bodily Injury Occurrence, & Property Damage Combined Single Limit 2 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61 B34ECF8B8D Piggyback Agreement Pavement Management B. Automobile Liability Coverages, $1,000,000 Each, Bodily Injury & Property Damage Occurrence, Combined Single Limit C. Excess Liability, Umbrella Form $2,000,000 Each Occurrence, Combined Single Limit Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis. 7.3. Indemnification Rider A. To the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold harmless the CITY and its employees from and against all claims, damages, losses and expenses, including but not limited to reasonable attorney's fees, arising out of or resulting from its performance of the Work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) , and (2) is caused in whole or in part by any negligent act or omission of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not such acts are caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right to obligation of indemnity which would otherwise exist as to any party or person described in this Article; however, this indemnification does not include the sole acts of negligence, damage or losses caused by the CITY and its other contractors. B. In any and all claims against the CITY or any of its agents or employees by any employee of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligations under this Paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the CONTRACTOR or any subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. C. The CONTRACTOR hereby acknowledges receipt of ten dollars and other good and valuable consideration from the CITY for the indemnification provided herein. 8. NOTICES All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight courier service to the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61 B34ECF8B8D Piggyback Agreement Pavement Management A. CONTRACTOR: • Asphalt Paving Systems, Inc. • Attn: Robert Capoferri • 9021 Wire Road, Zephyrhills, FL 33541 A. OWNER: • City of Clermont • Attn: Brian Bulthuis, City Manager • 685 W. Montrose Street, Clermont, FL 34711 9. MISCELLANEOUS 9.1. Attorneys' Fees In the event a suit or action is instituted to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition to all other sums provided by law. 9.2. Waiver The waiver by city of breach of any provision of this Agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this Agreement. 9.3. Severability If any provision of this Agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the Agreement valid and enforceable under applicable law, the remainder of this Agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. 9.4. Amendment Except for as otherwise provided herein, this Agreement may not be modified or amended except by an Agreement in writing signed by both parties. 9.5. Entire Agreement This Agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous Agreements between the parties with respect to the performance of services by CONTRACTOR. 4 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61 B34ECF8B8D Piggyback Agreement Pavement Management 9.6. Assiamment Except in the event of a merger, consolidation, or other change of control pursuant to the sale of all or substantially all of either party's assets, this Agreement is personal to the parties hereto and may not be assigned by CONTRACTOR, in whole or in part, without the prior written consent of city. 9.7. Venue The parties agree that the sole and exclusive venue for any cause of action arising out of this Agreement shall be Lake County, Florida. 9.8. Applicable Law This Agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Florida. 9.9. Public Records Contractor expressly understands records associated with this project are public records and agrees to comply with Florida's Public Records law, to include, to: A. Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the services contemplated herein. B. Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in this Florida's Public Records law or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. D. Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of CONTRACTOR upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. CONTRACTOR shall use reasonable efforts to provide all records stored electronically to the CITY in a format that is compatible with the information technology systems of the CITY. E. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT CITY CLERK'S OFFICE, (352) 241-7331. DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61 B34ECF8B8D Piggyback Agreement Pavement Management 10. AGREEMENT DOCUMENTS The Agreement Documents, as listed below are herein made fully a part of this Agreement as if herein repeated. Document Precedence: A. This Agreement B. Purchase Order / Notice To Proceed C. An applicable Contractor Quote or Statement of Work D. All documents contained in the City of Gainesville Contract Number 230508. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 1 Ith day of July 2023. CITY OF CLERMONT DocuSigned by: —2DA7 092f-7-30C4132... Tim Murry, Mayor DS �- ATTEST: DocuSigned by: ffaw T�k�� —3AD r7F314GVJL'644A... Tracy Ackroyd Howe, City Clerk 0 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D ASPHALT PAVING SYSTEMS, INC. DocuSigned by: �m By: bf aHr0000 o000voa... (Signature Print Name: Robert Capofe r ri Title: President Date: 8/11/202 3 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D CONTINUING SERVICES AGREEMENT FOR PAVEMENT MANAGEMENT THIS AGREEMENT is entered into this day 8th of May . 2023, between ASPHALT PAVING SYSTEMS, INC., a New Jersey corporation registered to do business in Florida ("Contractor") and CITY OF GAINESVILLE, a Florida municipal corporation ("City"). Collectively, the City and Contractor are hereinafter referred to as the "Parties." WITNESSETH: In consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, thereceipt and sufficiency of which is acknowledged by the Parties, the Parties hereby agree as follows: 1 THE WORK. The Contractor shall furnish all labor, material, equipment, and services covered by all documentsattached as exhibits and incorporated by reference in this Agreement, hereinafter collectively referred to as "Contract Documents", which shall include all necessary work and all work incidental thereto (the "Work"). All Work shall be performed and completed in accordance with the Contract Documents. The Contract Documents are made part of this Agreement as set forth herein. Receipt of the Contract Documents are herein acknowledged by the Contractor. 2 TERM AND PRICING., 2.1. Term. The Agreement is effective upon execution by both Parties and shall continue through September 30, 2023 unless earlier terminated as provided herein. The Parties may renew this Agreement for two (2) additional (2) year periods at the same terms and conditions outlined herein. 2.1.1. The City's performance and obligation to pay under this Agreement is contingent upon a specific annual appropriation by the City Commission. The Parties hereto understand that this Agreement is not a commitment of future appropriations. Therefore, the continuation of this Agreement beyond the end of any fiscal year shall be subject to both the appropriation and the availability of funds in accordance with Chapter 129, Florida Statutes, and that the failure of the City Commission to do so shall not constitute a breach or default of this Supplemental Agreement. 2.2. Pricing. The Contractor shall be paid a sum not to exceed $4,000,000.00 per fiscal year. The City shall pay the Contractor in accordance with the pricing, as adjusted as provided herein, contained in 1 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D the Contractor's Bid Submittal dated January 27, 2023, which is shown in Exhibit 1, for all services actually, timely and faithfully performed. 2.2.1. Monthly bituminous adjustments are applicable to this Agreement as outline in the Technical Specifications. 2.2.2. The City reserves the option to add additional services within the scope of the original bid. Such additional services and pricing shall be authorized in the form of a Work Order per Paragraph 4 of this Agreement. 2.2.3. The City shall reimburse the Contractor any costs and fees associated with Payment and Performance Bonds required by Paragraph 6 of this Agreement plus a three percent (3%) mark- up. Costs, fees and mark-up shall be authorized in the Work Order per Paragraph 4 of the Agreement. 2.2.4. Inasmuch as failure to complete the a Work Order within the time fixed will result in substantial injury to the City and whereas damages arising from such failure cannot be calculated with any degree of certainty, it is hereby agreedthat if such Work has not reached Milestone, Substantial or Final Completion within the time required a Work Order, the Contractorshall pay the City as liquidated damages and not as a penalty the sum outlined in the Technical Specifications for each and every calendar day after the date fixed for Milestone, Substantial or Final Completion. 2.2.5. Unit prices may be adjusted with term renewals based on a Consumer Price Index or Producer Price Index acceptable to the Parties. 3 COMPLIANCE WITH REGULATIONS. 3.1 The Contractor shall comply with all laws, ordinances, regulations and building code requirements applicable to the Work. The Contractor shall be familiar with all state and local laws, ordinances, code rules and regulations thatmay in any way affect the Work. Ignorance on the part of the Contractor will in no way relieve the Contractor of responsibility. The Contractor shall abide by and conduct its programs and provide its services in compliance withthe provisions of the Civil Rights Act of 1866, Civil Rights Act of 1871, Equal Pay Act of 1963, Civil Rights Act of 1964, Age Discrimination and Employment Acts of 1967, Rehabilitation Act of 1973, 1990 Americans with Disabilities Act, 1991 Federal Civil Rights Act, 1992 Florida Civil Rights Act, and all other applicable ordinances, statutes, laws and amendments thereto. 3.2 The Contractor shall (1) utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new em�loyees hired by the Contractor during the term of the DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D Agreement; and (2) shall expressly require any subcontractors performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verifythe employment eligibility of all new employees hired by the subcontractor during the contract term. Alternatively, Contractor shall provide proof that one of the exceptions to the E-Verify federal contractor rule applies. 3.3 Livina Wage. The definitions, terms and conditions of the City's living wage requirements set forth in Division 2 of Article IX of Chapter 2 of the City's Code of Ordinances shall apply to this Agreement. These requirements include that the Contractor: 3.3.1 Shall pay a living wage to each covered employee during the term of this Agreement, including any extension(s) to this Agreement; 3.3.2 Shall maintain records sufficient to demonstrate compliance with the living wage requirements; 3.3.3 Shall not discharge, reduce the compensation of, or otherwise retaliate against any covered employee for filing a complaint, participating in any proceedings or otherwise asserting the requirement to pay a living wage; and 3.3.4 Shall cooperate with any city audit or investigation concerning compliance with or a reported violation of the living wage requirements, including providing all requested documentation. Failure to comply with the City's living wage requirements shall be a material breach of this Agreement, enforceableby the City through all rights and remedies at law and equity. 3.4 Apprentice and Disadvantage Worker Reauirements. Contractor shall comply with the requirements of the Apprentice and Disadvantaged Workers as outlined in Article XI, Chapter 2 of the City's Code of Ordinances for Work Orders issued in excess of $300,000. Reporting requirements therein shall be completed in accordance with Paragraph 29. Failure of the contractor to comply with the ordinance may result in termination of the contract. 4 AUTHORIZATION FOR WORK. 4.1 All services under this Agreement shall be authorized and performed in accordance with a written and jointly executed Work Order. A sample Work Order is included as Exhibit 2. Each Work Order shall consist of the work to be performed by the Contractor, the project schedule and any specific or special provisions, pricing or specifications. Modifications to existing work orders shall be authorized and performed in accordance with a written and jointly executed Work Order Amendment. A sample 3 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D Work Order Amendment is included as Exhibit 3. The City Manager, or designee, is authorized to initiate and sign Work Orders and Work Order Amendments on behalf of the City up to the amount authorized in Paragraph 2. 5 PERFORMANCE AND PAYMENT BONDS. 5.1 Within ten (10) business days after signature of Work Order in excess of $200,000.00 by the Parties, Contractor shall provide the City with Payment and Performance Bonds, in the forms prescribed as Exhibits 4 & 5, in the amount of 100% of the total sum of the Work Order, the costs of which are to be paid by the Contractor. 5.2 If the surety for any bond furnished by the Contractor is declared bankrupt, becomes insolvent, its right to do business is terminated in the State of Florida, or it ceases to meet the requirements imposed by the Contract Documents, the Contractor shall, within five (5) calendar days thereafter, substitute another bond and surety, both of which shall be subject to the minimum requirements noted above and City's approval. 5.3In accordance with §255.05(1)(a), Florida Statutes, the Contractor shall record a copy of the Performance and Payment Bonds in the Public Records of Alachua County, Florida, prior to performing any Work under this Agreement. The Contractor shall deliver a certified copy of the recorded Performance and Payment Bonds to the City at least five (5) days prior to performing any Work. The timely delivery of the certified copy of the recorded Performance and Payment Bonds is a condition precedent to City's obligation to make any payments to the Contractor hereunder. 5.4 If at any time after the execution of this Agreement and the surety bonds required for its faithful performance and payment, the City shall deem the surety or sureties upon such bond to be unsatisfactory, or if, for any reason, such bond ceases to be adequate to cover the performance of the Work, the Contractor shall, at its own expense, within five (5) days after the receipt of notice from the City to do so, furnish an additional bond or bonds in such form and amount, and with surety or sureties as shall be satisfactory to the City. In such event, no further paymentto the Contractor shall be deemed to be due under this Agreement until such new or additional security for the faithful performance of the Work shall be furnished in a manner and form satisfactory to the City. 6 NOTICES. Except as otherwise provided in this Agreement, any notice of default or termination from either party to the other party must be in writing and sent by certified mail, return receipt requested, by personal delivery withreceipt or by electronic mail to the email addresses below. Notices shall be deemed delivered two (2) business days after mailing, unless made by personal delivery in which case 4 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61 B34ECF8B8D delivery shall be deemed to occur upon actual receipt bythe other party or by electronic mail in which case delivery shall be deemed to occur upon sending the communication. For purposes of all notices, Contractor and City representatives and addresses are: City: City of Gainesville Public Works PO Box 490 MS 58 Gainesville, FL 32627-0490 Attn: Operations Manager pubwrk@cityofgainesville.org Contractor: Asphalt Paving Systems, Inc. 9021 Wire Rd Zephyrills, FL 33541 Attn: Robert Capoferri FLestimating@asphaltpavingsystems.com 7 WAIVER OF CLAIMS AND CONTINUING OBLIGATIONS. 7.1 It is agreed that when all Work for authorized by a Work Order has reached Final Completion and has been inspected and approved by the City, orthe City's authorized representatives, the Contractor shall furnish to the City the Contractor's Final Affidavit in theform attached hereto as Exhibit 6, or other such release as provided for in §255.05, Florida Statutes, and agreed to by the City. Submission of the Contractor's invoice for final payment shall further constitute the Contractor's representation to the City that all obligations of the Contractor to others, including but not limited to its consultants, subcontractors, and suppliers, incurred in connection with the Work Order have been paid in full. Contractor shall include, with its invoice for final payment, executed and notarized Waivers of Right to Claim against the PaymentBond, in the form attached hereto as Exhibit 7, from all laborers, materialmen and subcontractors defined in §713.01, Florida Statutes, who furnished labor, services, or materials for the prosecution of the Work providedfor in the applicable Work Order, unless the Contractor provides the City with a written consent from the surety regarding the Work Order or the payment in question. 1 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D 7.2 The Contractor's obligations to perform the Work and complete the project in accordance with the Contract Documents shall be absolute. Neither approval of any progress, nor approval of any payment by the City, nor the issuance of a certificate of substantial completion, nor any use or occupancy of the project or any part thereof by the City, nor any act of acceptance by the City, nor any failure to do so, nor any correction of faulty or defective work by the City shall constitute an acceptance of Work not in accordance with the Contract Documents. 7.3 The making and acceptance of final payment shall constitute: 7.3.1 A waiver of all claims by the City against the Contractor, other than those arising from unsettled liens, fromfaulty or defective work appearing after final payment, or from failure to comply with the requirements ofthe Contract Documents or the terms of any special guarantees specified therein, and 7.3.2 A waiver of all claims by the Contractor against the City, other than those previously made in writing and still unsettled. 8 INSURANCE. Throughout the term of this Agreement, the Contractor shall provide insurance of the types and in the amounts set forth below. The Contractor shall also require any subcontractors to provide insurance as set forth below. A current copy of the Contractor Certificate of Insurance showing coverage of the types and in the amounts required is attached hereto as Exhibit 8. The Contractor shall procure and maintain for the duration of this Agreementinsurance against claims for injuries to persons or damages to property, which may arise from or in connection with theperformance of the Work hereunder by the contractor/vendor, its agents, representatives, employees or subcontractors. 8.1 COMMERCIAL GENERAL LIABILITY. Coverage must be afforded under a per occurrence form policy for limits not less than $1,000,000 General Aggregate, $1,000,0000 Products / Completed Operations Aggregate, $1,000,000 Personal and Advertising Injury Liability, $1,000,000 each Occurrence, $50,000 Fire Damage Liabilityand $5,000 Medical Expense. 8.2 AUTOMOBILE LIABILITY. Coverage must be afforded including coverage for all Owned vehicles, Hired and Non -Owned vehicles for Bodily Injury and Property Damage of not less than $1,000,000 combined single limit each accident. 8.3 WORKERS COMPENSATION AND EMPLOYER'S LIABILITY. Coverage to apply for all employees at STATUTORY Limits in compliance with applicable state and federal laws; if any operations are to be undertakenon or about navigable waters, coverage must be included for the USA 6 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D Longshoremen & Harbor Workers Act. Employer's Liability limits for not less than $100,000 each accident; $500,000 disease policy limit and $100,000 disease each employee must be included. 8.4 BUILDER'S RISK / INSTALLATION FLOATERS (when applicable). Check box if applicable: ❑ 8.4.1 When this contract or agreement includes the construction of and/or the addition to a permanent structure or building; including the installation of machinery and/or equipment, the following insurance coverage must be afforded: 8.4.1.1 Coverage Form: Completed Value, All Risk in an amount equal to 100% of the value upon completionor value of equipment to be installed. 8.4.1.2 When applicable: Waiver of Occupancy Clause or Cessation of Insurance clause. Flood Insurance as available under the National Flood Insurance Program. 8.5 EMPLOYEE FIDELITY COVERAGE (only applicable to vendors whose employees handle funds): Employee Dishonesty coverage must be afforded for not less than $500,000.00 Blanket all employees ISO Form. 8.6 OTHER INSURANCE PROVISIONS. The policies are to contain, or be endorsed to contain, the following provisions: 8.6.1 Commercial General Liability and Automobile Liability Coverages. 8.6.1.1 The City of Gainesville, Florida, a municipal corporation, its officials, employees and volunteers are to be covered as an Additional Insured as respects: Liability arising out of activities performed by or on behalf of the Contractor/Vendor; to include Products and/or Completed Operations of the Contractor/Vendor; Automobiles owned, leased, hired or borrowed by the Contractor. 8.6.1.2 The Contractor's insurance coverage shall be considered primary insurance as respects the City, its officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officials, employees or volunteers shall be excess of Contractor/Vendor's insurance and shall be non- contributory. 7 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D 8.6.2 All Coverages. The Contractor/Vendor shall provide a Certificate of Insurance to the City with a thirty (30)day notice of cancellation. The certificate shall indicate if cover is provided under a "claims made" or "peroccurrence" form. If any cover is provided under claims made from the certificate will show a retroactive date, which should be the same date of the contract (original if contact is renewed) or prior. 8.7 CERTIFICATE HOLDER. City of Gainesville, Florida, a municipal corporation 9 INCORPRATIONS BY REFERENCE AND GOVERNING ORDER OF DOCUMENTS. 9.1 All documents listed below, if not contained herein, are hereby incorporated by reference in this Agreement. In cases of discrepancy, the governing order of the documents is as follows: 9.1.1 Work Orders and Amendments thereto 9.1.2 This Agreement, as may be amended 9.1.3 Bid Addendums 9.1.4 Technical Specifications prepared by the City, signed and sealed on 6/9/2022 9.1.5 Addendum No. 1 to ITB, dated January 27, 2023 9.1.6 Invitation to Bid (ITB) No. PWDA-230027-DH dated December 19, 2022 9.1.7 Contractor's Bid Submittal dated January 27, 2023 9.1.8 Schedule of Values 10 INDEMNIFICATION. 10.1 To the maximum extent permitted by Florida law, the Contractor shall indemnify and hold harmless the City, and their officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees, caused by the negligence, recklessness, or intentional wrongful misconduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. Contractoragrees that indemnification of the City shall extend to any and all Work performed by the Contractor, its subcontractors, employees, agents, servants or assigns. 10.2 The Contractor obligation to indemnify under this Article will survive the expiration or earlier terminationof this Agreement. 10.3 This obligation shall in no way be limited in any nature whatsoever by any limitation on the amount or type of the Contractor's insurance coverage, or by limitation on the amount or type of 8 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D damages, compensation or benefits payable by or for the Contractor or any Subcontractor under workers' compensation acts, disability benefit acts oremployee benefit acts. 10.4 Nothing contained in this paragraph is intended to nor shall it constitute a waiver of the City's sovereign immunity or the provisions or limits of liability of §768.28, Florida Statutes. 1 1 PUBLIC RECORDS. 11.1 General Provisions: Any document submitted to the City may be a public record and is open for inspection or copying by any person or entity. "Public records" are defined as all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business by any agency per § 119.011(12), Florida Statutes. Any document is subject to inspection and copying unless exempted under Chapter 119, Florida Statutes, or as otherwise provided by law. Florida has a very broad public records law and certain records of a Contractor may be considered public records. Accordingly, by entering into an agreement with the City, Contractor must: a. Keep and maintain public records required by the City to perform the service. b. Upon request from the City's custodian of public records, provide the City 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 exceedthe cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the City. d. Upon completion of the Work, or in the event this Agreement is terminated, the Contractor, when acting on behalf of the City as provided under § 119.011(2), Florida Statutes, shall transfer, at no cost, to the City all public records in possession of the Contractor or keep and maintain publicrecords required by the City to perform the service. If the Contractor transfers all public records to the City upon completion or termination of the Agreement, it must destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon the 9 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D completion or termination of the Agreement all applicable requirements for retaining public records shall be met. All records stored electronically shall be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT E-MAIL clerks@cityofgainesville.org PHONE (352-334-5015OR PO BOX 490, STATION 19, GAINESVILLE, FL, 32627- 0490 11.2 Confidential Information 11.2.1 During the term of this Agreement, the Contractor may claim that some or all of Contractor's information, including, but not limited to, software documentation, manuals, written methodologies and processes, pricing, discounts, or other considerations (hereafter collectively referred to as "Confidential Information"), is, or has been treated as confidential and proprietary by Contractor in accordance with §812.081, Florida Statutes, or other law, and is exempt from disclosure under the Public Record Act. Contractor shall clearlyidentify and mark Confidential Information as "Confidential Information" or "Cl" and the City shall use reasonable efforts to maintain the confidentiality of the information properly identified by the Contractor as "Confidential Information" or "Cl." 11.2.2 The City shall promptly notify the Contractor/Professional in writing of any request received by the City for disclosure of Contractor's Confidential Information and the Contractor may assert any exemption fromdisclosure available under applicable law by seeking a protective order against disclosure from a court of competent jurisdiction. Contractor shall protect, defend, indemnify, and hold the City, its officers, employees and agents free and harmless from and against any claims or judgments arising out of a requestfor disclosure of Confidential Information. Contractor shall investigate, handle, respond to, and defend, using counsel chosen by the City, at Contractor's sole cost and expense, any such claim, even if any such claim is groundless, false, or fraudulent. Contractor shall pay for all costs and expenses related to such claim, including, but not limited to, payment of attorney fees, court costs, and expert witness fees and expenses. Upon completion of this Agreement, the provisions of this paragraph shall continue to survive. Contractor releases City from claims or damages related to disclosure by City. 10 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D 11.3 Compliance: The Contractor may be subject to penalties under §119.10, Florida Statutes, if the Contractor fails to provide the public records to the City within a reasonable time. 12 STARTING THE WORK 12.2 Schedule Within ten (10) days after execution of a Work Order under the Agreement, the Contractor will submit to the Public Works (PW) Operations Manager forapproval an estimated progress schedule indicating the starting and completion dates of the various stages of the Work and a schedule of Shop Drawings submissions. 12.3 Pre -Construction Conference Before starting Work, a conference will be held to review the schedules and submittal package (See 12.5 Submittals), to establish procedures for handling Shop Drawings and other submissions, to establish procedures for processing applications for payment, and to establish a working understanding between theparties as to the project. Present at the conference will be the PW Operations Manager, and/or authorized representatives, the Contractor, and utility company representatives. 12.4 Notice to Proceed Upon execution of a Work Order, the PW Operations Manager will give the Contractor a written Notice to Proceedstating date by which the Contractor must start the Work; but such date shall not be more than forty-five (45) days after the date of execution of the Work Order. No work shall be done prior to receipt of the Noticeto Proceed. 12.5 Commencement of Time The Work Order Time shall commence on the date when the Work is actually started but no later than the dateprovided in the Notice to Proceed. 12.6 Submittals The Contractor's submittal package for the Pre -Construction meeting shall include the Surveyor's License Confirmation on a form provided by the City, Maintenance of Traffic Plan, Erosion & Sedimentation Control Plan, and Stormwater Pollution Prevention Plan, if applicable to the Work Order, to be accepted by the City prior to any construction activities along with any other requirements or permits and other submittal required by this Agreement or Work Order. All submittals must be accepted by the City prior to implementation. 13 OWNERSHIP AND COPIES OF DOCUMENTS: RECORD DOCUMENTS 11 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D 13.2 All Specifications, Drawings and copies thereof furnished by the City shall remain the property of the City. They shall not be used on another project, and with the exception of those sets of Contract Documents which have been signed in connection with the execution of the Agreement, shall be returned to the City on request upon completion of the project. 13.3 The Contractor will keep one record copy of all Specifications, Drawings, Addenda, Modifications, and Shop Drawings at the site in good order and annotated to show all changes made during the construction process. These shall be available to the PW Operations Manager. 14 WORK BY OTHERS 14.2 The City may perform additional work related to the project by itself, or may enter other contracts for workon the project. The Contractor shall afford the City and/or other contractors reasonable opportunity for the introduction and storage of materials and equipment and the execution of work and shall properly connect and coordinate the Contractor's work with theirs. 14.3 If any part of the Contractor's Work depends for proper execution or results upon the work of any such other contractor (or the City), the Contractor will inspect and promptly report to the PW Operations Manager in writing any defects or deficiencies that render it unsuitable. The Contractor's failure to so report shall constitute an acceptanceof the other work as to be fit and proper for the relationship of their Work, except as to defects and deficiencies which may appear in the other work after the execution of their Work. 14.4 The Contractor will do all cutting, fitting and patching of its Work that may be required to make its severalparts come together properly and fit it to receive or be received by such other work. The Contractor will not endanger any work of others by cutting, excavating or otherwise altering their work and will only cut or alter theirwork with the written consent of the PW Operations Manager. 14.5 If the performance of additional work by other contractors or the City is not noted in the Contract Documents, written notice thereof shall be given to the Contractor prior to starting any such additional work. Contractor work schedules shall be adjusted to allow for any necessary utility adjustments identified prior to start of work. If the Contractor believes that the performance of such additional work by the City or others causes the Contractor additional expense or entitles it to an extension of the Work Order Time, it may make a claim as provided in Paragraphs 24 to 26. 12 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D 15 RESPONSIBLE AGENT 15.2 The Contractor shall designate and submit a responsible agent and alternate as necessary, for all dealings, communications, or notices or contracts between the City and the Contractor. 15.3 The PW Operations Manager will be the responsible agent for the City. Any notice or communication to or from theresponsible agent shall be deemed to be a communication to the Contractor. 16 ACCIDENT PREVENTION 16.2 Precaution shall be exercised at all times for the protection of employees, other persons and property. 16.3 Contractor's employees shall report to their superintendent any hazardous conditions or items in need of repair noted during the performance of work. Said superintendent shall thereupon notify the responsible agent of such conditions. 17 SUBCONTRACTS 17.2 The Contractor will not employ any Subcontractor (whether initially or as a substitute) against whom the City or the PW Operations Manager may have reasonable objection, nor will the Contractor be required to employ any Subcontractor against whom he has reasonable objection. The Contractor will not make any substitution for any Subcontractor who has been accepted by the City and the PW Operations Manager, prior to written concurrence by the PW Operations Manager. 17.3 The Contractor will be fully responsible for all acts and omissions of its Subcontractors and of persons directly or indirectly employed by them and of persons for whose acts any of them may be liable to the same extentthat the Contractor is responsible for the acts and omissions of persons directly employed by it. Nothing in the Agreement shall create any contractual relationship between any Subcontractor and the City or any obligation on the part of the City 13 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D to pay or to see to the payment due any Subcontractor, except as may otherwise be required by law. The PW Operations Manager may furnish to any Subcontractor, to the extent practicable, evidence of amounts paid to the Contractor as compensation for specific Work performed. 17.4 The Specifications and Drawings shall not control the Contractor in dividing the Work among Subcontractors or delineating the Work to be performed by any trade. 17.5 The Contractor agrees to specifically bind every Subcontractor to all of the applicable terms and conditionsof the Agreement. Every Subcontractor, by undertaking to perform any of the Work, will thereby be contractuallybound to the Contractor by such terms and conditions. 18 PHYSICAL AND SUBSURFACE CONDITIONS 18.2 The PW Operations Manager will, upon request, furnish to the Contractor copies of all available boundary surveys and subsurface tests. 18.3 The Contractor will promptly notify the PW Operations Manager in writing of any subsurface or latent physical conditions at the site differing materially from those indicated in the Contract Documents. The PW Operations Manager willpromptly investigate those conditions and determine if further surveys or subsurface tests are necessary. Promptly thereafter, the PW Operations Manager will obtain the necessary additional surveys and tests and furnish copies to the Contractor. If the PW Operations Manager finds that the results of such surveys or tests indicate subsurface or latent physicalconditions differing significantly from those indicated in the Contract Documents, a Work Order Amendment shall be issued incorporating the necessary revisions. 19 PW OPERATIONS MANAGER'S STATUS DURING CONSTRUCTION. 19.2 The PW Operations Manager acting directly orthrough duly authorized representatives (Project Managers, Inspectors and Consultants) shall be the City's representative during the construction period. All instructions of the City to the Contractor shall be issued throughthe PW Operations Manager. 14 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D 19.3 The PW Operations Manager will make periodic visits to the site to observe the progress and quality of the executed Work and to determine, in general, if the Work is proceeding in accordance with the Contract Documents. The PW Operations Manager will not be required to make exhaustive or continuous on -site inspections to check the quality or quantityof the Work, nor will the PW Operations Manager be responsible for the construction means, methods, techniques, sequences,procedures or the safety precautions incident thereto. The PW Operations Manager's efforts will be directed toward providingassurance for the City that the completed project will conform to the requirements of the Contract Documents, butPW Operations Manager will not be responsible for the Contractor's failure to perform the Work in accordance with the Contract Documents. On the basis of the PW Operations Manager's on -site observations as an experienced and qualified construction professional, the PW Operations Manager will keep the City informed of the progress of the Work and will endeavor to guard the City against defects and deficiencies in the Work of the Contractor. 19.4 The PW Operations Manager will have authority to disapprove of or reject Work which is defective; i.e., it is unsatisfactory, faulty or defective, does not conform to the requirements of the Contract Documents or does not meet the requirements of any inspection, test or approval referred to in Paragraph 21. The PW Operations Manager will also have authority to require special inspection or testing of the Work as provided in Paragraph 23.3, whether or not the Work is fabricated, installed or completed. 19.5 Neither the PW Operations Manager's authority to act under Paragraph 19 nor any decision made by the PW Operations Managerin good faith to exercise or not exercise such authority, shall give rise to any duty or responsibility of the City to the Contractor and Subcontractor, any of their agents or employees or any other person performing any of the Work. 20 PW OPERATIONS MANAGER'S INTERPRETATIONS AND DECISIONS. 20.2 The PW Operations Manager will issue with reasonable promptness such written clarifications or interpretations (in the form of drawings or otherwise) as necessary for the proper execution of the Work. Such clarifications and interpretations are to be consistent with or reasonably inferable from the overall intent of the Contract Documents. If the Contractor believes that a written clarification and interpretation entitles it to an increase in the Work Order Price,it may make a claim therefore as provided in Paragraph 25. 15 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D 20.3 The PW Operations Manager will be the initial interpreter of the terms and conditions of the Contract Documents andthe judge of the performance thereunder. In this capacity, the PW Operations Manager will exercise best efforts to insure faithful performance by both the City and the Contractor. The PW Operations Manager will not show partiality to either and shall not be liable for the result of any interpretation or decision rendered in good faith. Claims, disputes and other matters relating to the execution and progress of the Work or the interpretation of or performance under the ContractDocuments shall be referred initially to the PW Operations Manager for decisions, which shall render in writing within a reasonable time. 20.4 The Contractor may appeal any written decision made by the PW Operations Manager within fourteen (14) days in accordance with Paragraph 36. 21 TESTS AND INSPECTIONS. 21.2 If the Agreement, laws, ordinances, rules, regulations or orders of any public authority having jurisdictionrequire any Work to be inspected, tested or approved by someone other than the Contractor, the Contractor will give the PW Operations Manager timely notice of readiness therefor. The Contractor will furnish the PW Operations Manager the required certificates of inspection, testing or approval. All such tests will be in accordance with the methods prescribed by the American Society for Testing and Materials or such other applicable organization as may be required by law or the Agreement. The cost of all such inspections, test and approvals shall be borne by the Contractor unless otherwise provided. If any such Work required so to be inspected, tested or approved is coveredup without written approval or consent of the PW Operations Manager, it must, if directed by the PW Operations Manager, be uncoveredfor observation at the Contractor's expense. 21.3 Any Work which fails to meet the requirements of any such test, inspection or approval, and any Work which meets the requirements of any such test or approval but does not meet the requirements of the Contract Documents, shall be considered defective. Such defective Work may be rejected, corrected or accepted as providedin Paragraph 28. 21.4 Neither observations by the PW Operations Manager nor inspections, tests, or approvals by persons other than the Contractor shall relieve the Contractor from its obligations to perform the Work in accordance with the Agreementrequirements of the Contract Documents. 16 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D 22 CONTRACTOR'S SUPERVISION AND SUPERINTENDENCE. 22.2 The Contractor shall supervise and direct the Work efficiently and with its best skill and attention. The Contractor shall be solely responsible for the means, methods, techniques, sequences and procedures of construction. Before undertaking the Work, the Contractor shall carefully study and compare the Contract Documents and check and verify all figures shown thereon and all field measurements. The Contractor will at oncereport in writing to the PW Operations Manager any conflict, error or discrepancy which it may discover. The Contractor will be responsible to see that the finished Work complies accurately with the Contract Documents. 22.3 The Contractor shall maintain, at all times during its progress, a resident superintendent satisfactory to thePW Operations Manager. The superintendent shall not be replaced without the consent of the PW Operations Manager, except under extraordinary circumstances. The superintendent will be the Contractor's representative at the site and shall have authority to act on behalf of the Contractor. All communications given to the superintendent shall be as binding asif given to the Contractor and shall constitute notice under the applicable clauses of this Agreement. 22.4 The Contractor will provide competent, suitably qualified personnel and perform construction as required by the Contract Documents. If applicable to the Work Order, survey and layout work shall be performed under direction of a Florida Registered Land Surveyor. The surveyor is required to sign, seal and return a form provided by the City certifying the surveyorwill be responsible for providing layout. The Contractor will at all times maintain good discipline and order amongits employees at the site. 22.5 The City will not be responsible for the acts or omissions of the Contractor, any Subcontractors, any of their agents or employees or any other persons performing any of the Work. 22.6 The Contractor shall have a responsible person or persons available on a 24-hour basis seven (7) days a week in order that contact can be made in emergencies and in cases where immediate action must be taken to maintain traffic or to overcome any other problem that might arise. The furnishing of a 17 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D telephone number where such person or persons can be reached outside of normal working hours will constitute compliance with this provision. 23 ACCESS TO THE WORK: UNCOVERING FINISHED WORK. 23.2 The PW Operations Manager and its representatives and other representatives of the City will at all times have accessto the Work. The Contractor will provide proper facilities for such access and observation of the Work and also forany inspection or testing thereof by others. 23.3 If any Work is covered contrary to the request of the PW Operations Manager, it must, if requested by the PW Operations Manager, be uncovered for observation and replaced at the Contractor's expense. 23.4 If any Work has been covered which the PW Operations Manager has not specifically requested to observe prior to itsbeing covered, or if the PW Operations Manager considers it necessary or advisable that covered Work be inspected or testedby others, the Contractor, at the PW Operations Manager's request, will uncover, expose or otherwise make available for observation, inspection or testing, that portion of Work in question, furnishing all necessary labor, material and equipment. If it is found that such Work is defective or does not meet the requirements of the Contract Documents,the Contractor will bear all the expenses of such uncovering, exposure, observation, inspection and testing and of satisfactory reconstruction, including compensation for additional professional services. If, however, such Work isfound to be non -defective and meets the requirements of the Contract Documents, the Contractor will be allowed an increase in the Work Order Price or extension of the Work Order Time directly attributable to such uncovering, exposure, observation, inspection, testing and reconstruction if Contractor makes a claim therefore as provided in Paragraph 25 and 26. 24 CHANGES IN THE CONTRACT WORK. 24.2 Without invalidating the Agreement, the City may, at any time or from time to time, order additions, deletions, or revisions in the Work. These will be authorized by Work Oder or Work Order Amendment. Upon receipt of written authorization, the Contractor will proceed with the Work involved. All such Work shall be executed underthe applicable conditions of the Contract Documents. If any changes in the Work cause an increase or decrease inthe Work 18 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61 B34ECF8B8D Order Price, addition of Pay Items, or an extension or shortening of the Work Order Time, an equitable adjustment will be made as provided in Paragraphs 25 and 26 under a Change Order. 24.3 The Director or PW Operations Manager may authorize minor changes or alterations in the Work not involving extracost and not inconsistent with the overall intent of the Contract Documents. These may be accomplished by a Work Order or Work Order Amendment. If the Contractor believes that any minor change or alteration authorized by the Director or PW Operations Manager entitles the Contractor to an increase in the Work Order Price or Work Order Time, it may make a claim as provided in Paragraphs 25 and 26. 24.4 Additional work performed by the Contractor prior to written authorization will not automatically entitle itto additional compensation, an increase in the Work Order Price, or an extension of the Work Order Time. 24.5 It is the Contractor's responsibility to notify its surety of any changes affecting the general scope of the Work or change in the Work Order Price, and the amount of the applicable Bonds shall be adjusted accordingly. The Contractor shall furnish proof of such adjustment to the City. 25 CHANGE OF WORK ORDER PRICE. 25.2 The Work Order Price constitutes the total compensation payable to the Contractor for performing the Work. All duties, responsibilities and obligations assigned to or undertaken by the Contractor shall be at its expense withoutchange in the Work Order Price. 25.3 The Work Order Price may only be changed by a Work Order Amendment. If the Contractor is entitled by the Contract Documents to make a claim for an increase in the Work Order Price, notice of intent to file a claim shall be delivered to the PW Operations Manager in writing within ten (10) days of the occurrence of the event giving rise to the claim. The claim shall then be delivered to the PW Operations Manager in writing within twenty (20) days after the conclusion of the event giving rise to the claim unless PW Operations Manager allows additional period of time to ascertain accurate cost data. IT IS EXPRESSLY AND SPECIFICALLY AGREED THAT ANY AND ALL CLAIMS FOR CHANGES TO THE WORK ORDER PRICE SHALL BE WAIVED IF NOT SUBMITTED IN STRICT 19 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D ACCORDANCE WITH THE REQUIREMENTS OF THIS SECTION. Work Order Amendments will be approved by the following procedure: 25.2.1 The City Manager, or designee, may approve Work Order Amendments that, either cumulatively or individually, increase the Work Order Price within the amount authorized in Paragraph 2. 25.4 The value of any Work covered by a Work Order Amendment, for any claim for an increase in the Work Order Price, shall be determined in the following ways: 25.3.1 Where the Work involved is covered by unit prices contained in the Contract Documents, by application ofunit prices to the quantities of the items involved. 25.3.2 Mutual acceptance of a lump sum or unit price. 25.3.3 Cost and a mutually acceptable fixed amount for overhead and profit. 25.3.4 If none of the above methods is agreed upon, the value shall be determined on the basis of costs and a percentage for overhead and profit. Costs shall only include labor (payroll, payroll taxes, fringe benefits, workman's compensation, etc.) materials, equipment, and other incidentals directly related to the Work involved. The maximum percentage which shall be allowed for the Contractor's combined overhead, expenses, indirect costs and profit, shall be as follows: 25.3.4.1 For all such Wok done by the Contractor's own forces, the Contractor may add up to 10% (ten percent) of its actual increase in cost; and, 25.3.4.2 For all such Work done by Subcontractors, each Subcontractor may add up to 10% (ten percent) of its actual net increase in cost for combined overhead and profit; and the Contractor may add up to 5% (five percent) of the Subcontractor's total for its combined overhead and profit, provided that no overhead or profit shall be allowed on costs incurred in connection with premiums for public liability insurance or other special insurance directly related to such Work. 25.4 Except for as provided in a Work Order Amendment, no financial claim for delay to the projectresulting from the Work Order Amendment approval process will be allowed. 20 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D 25.5 Pay factor adjustments shall be in accordance with details outlined in project manual/technical specifications. 25.6 Whenever the cost of any Work is to be determined pursuant to this section, the Contractor shall submit ina form acceptable to the City an itemized cost breakdown together with supporting documentation. Whenever a change in the Work is based upon mutual acceptance of a lump sum, whether the amount is an addition, credit, or no -change -in -cost, the Contractor shall submit an estimate substantiated by complete itemized breakdown: 25.6.1 The breakdown shall list quantities and unit prices for materials, labor, equipment and other items of costs. 25.6.2 Whenever a change involves the Contractor and one (1) or more subcontractor and the change is an increasein the agreed compensation, the overhead and profit percentage for the Contractor and each subcontractor shall be itemized separately. 26 CHANGE OF THE WORK ORDER TIME. 26.2 Work Order Time changes shall be by a Work Order Amendment. If the Contractor is entitled by the Contract Documentsto make a claim for an extension in the Work Order Time, notice of intent to file a claim shall be in writing delivered to the PW Operations Manager within ten (10) days of the occurrence of the event giving rise to the claim. The claim shall then be delivered to the PW Operations Manager in writing within fifteen (15) days after the conclusion of the event giving rise to the claim. IT IS EXPRESSLY AND SPECIFICALLY AGREED THAT ANY AND ALL CLAIMS FOR CHANGES TO THE WORK ORDER TIME SHALL BE WAIVED IF NOT SUBMITTED IN STRICT ACCORDANCE WITH THE REQUIREMENTS OF THIS SECTION. The City Manager, or designee, may approve any extension in Work Order Time. Any change in the Work Order Time resulting from any such claim shallbe incorporated in a Work Order Amendment. 26.3 The Work Order Time will be extended in an amount equal to time lost due to delays beyond the control of theContractor, if it makes a claim therefore as provided in Paragraph 26.1. Such delays shall only include acts of neglect by any separate contractor employed by the City, fires, 21 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D floods, labor disputes, epidemics, abnormal weatherconditions, acts of God or other delays at the sole discretion of the City. 26.2.1 Process for tracking and granting Weather Days shall be in accordance with the project manual/technical specifications. If the project manual/technical specifications is silent on Weather Days then Work Order Time shall not be extended for weather. Requests for Weather Days shall be submitted monthly with the Contractor's application for payment. The Contractor's failure to submit a monthly request for Weather Days shall constitute a waiver of Work Order Time extensions for weather for all dates prior to submission ofthe application for payment. 26.4 All time limits stated in the Contract Documents are of the essence in the Agreement. The provisions of Paragraph 26 shall not exclude recovery for damages (including compensation for additional professional services)for delay by either party. 26.5 Except as provided in a Work Order Amendment, no financial claim for delay to the project resultingfrom the Work Order Amendment approval process will be allowed. 27 NEGLECTED WORK. 27.2 If the Contractor should neglect to prosecute the Work in accordance with the Agreement, including any requirements of the progress schedule, after three (3) days written notice to the Contractor, the City may, without prejudice to any other remedy it may have, make good such deficiencies, and the cost thereof (includingcompensation for additional professional services) shall be charged against the Contractor. In this case a Work Order Amendment shall be issued incorporating the necessary revisions in the Work Order, including an appropriate reduction in the Work Order Price. If the payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor will pay the difference to the City. 28 WARRANTY AND GUARANTEE; CORRECTION, REMOVAL ORACCEPTANCE OF DEFECTIVE WORK. 28.2 The Contractor warrants and guarantees to the City that all materials and equipment will be new unless otherwise specified; that all Work will be of good quality and free from faults or defects and in accordance with therequirements of the Contract Documents. All unsatisfactory 22 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D Work, all faulty or defective Work and all Work not conforming to the requirements of the Contract Documents or of such inspections, tests or approvals shall be considered defective. Prompt notice of all defects shall be given to the Contractor. All defective Work, whether or not in place, may be rejected. 28.3 If required by written notice of the Director or the PW Operations Manager prior to approval of final payment, the Contractor will promptly, without cost to the City, either correct any defective Work, whether or not fabricated, installed or completed, or, if the Work has been rejected by the PW Operations Manager, remove it from the site and replace it with non - defective Work. If the Contractor does not correct such defective Work or remove and replace such rejected Work within a reasonable time, the City may have the deficiency corrected or the rejected Work removedand replaced. All direct or indirect cost of such correction or removal and replacement, including compensation foradditional professional services, shall be paid by the Contractor, and an appropriate Work Order Amendment shall be issued deducting all such costs from the Work Order Price. The Contractor will also bear the expenses of making good all Work of others destroyed or damaged by the correction, removal or replacement of the Contractor's defective Work. 28.4 If, after the approval of final payment and prior to the expiration of one year after the date of substantial completion or such longer period of time as may be prescribed by law or by the terms of any applicable special guarantee required by the Contract Documents, any Work is found to be defective, the Contractor will promptly without cost to the City and in accordance with the City's written instructions either correct such defective Work, or, if it has been rejected by the City, remove it from the site and replace it with non -defective Work. If the Contractor does not promptly comply with the terms of such instructions, the City may have the defective Work corrected or the rejected Work removed and replaced, and all direct and indirect costs of such removal and replacement, including compensation for additional professional services, will be paid by the Contractor. 28.5 If, instead of requiring correction or removal and replacement of defective Work, the City prefers to acceptit, the City may do so. In such case, the appropriate reduction in the bid item amount shall be negotiated by the Contractor and City with the appropriate reductions submitted in the application for final payment. In the event theappropriate reduction cannot be negotiated, the provisions of Paragraph 25.3.4 shall prevail. 23 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D 29 APPLICATIONS FOR PROGRESS PAYMENTS. 29.2 Not more than once a month, the Contractor will submit to the PW Operations Manager for review the application forpayment, covering the Work completed as of the date of the application. If payment is requested by the Contractoron the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the site or at another location agreed to in writing, the request for payment shall also be accompanied by such supporting data, satisfactory to the PW Operations Manager, as will establish 100% of invoice cost. Such payment to the Contractor shallnot exceed seventy-five percent (75%) of the Unit Bid Price. Materials missing or damaged, for which partial or total payment has been made, shall be replaced by the Contractor at its expense. 29.3 The Contractor warrants and guarantees that title to all Work, materials and equipment covered by an application for payment, whether incorporated in the project or not, will have passed to the City prior to making theapplication for payment, free and clear of all liens, claims, security interests and encumbrances (hereafter referred to as "liens"). The Contractor further warrants and guarantees that no Work, materials or equipment covered by anapplication for payment will have been acquired by the Contractor or by any other person performing the Work at the site or furnishing materials and equipment for the Project subject to an agreement under which an interest thereinor encumbrance thereon is retained by the seller or otherwise imposed by the Contractor or such other person. Non-payment of Subcontractors and suppliers will be referred to the Contractor's Surety for resolution. 29.4 Five percent (5%) of the amount earned through each progress payment will be withheld as retainage. 29.5 Each application for payment shall be incomplete and not authorized for payment unless accompanied by the following documents: 29.4.1 A certification of payment to Subcontractors on a form provided by the City that all Subcontractors havingan interest in the Agreement were paid for satisfactory performance of their Agreements and that the retainage is returned to Subcontractors within 30 days after satisfactory completion of the Subcontractor'swork. 24 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D 29.4.2 A waiver of claims, on a form provided by the City, for any and all Subcontractors or materialmen that have furnished a notice of non-payment. The City will honor an exception to this clause when the Contractor demonstrates good cause for not making any required payment and furnishes written notification of anysuch good cause to both the City and the affected Subcontractor. 29.4.3 If applicable, a report of Apprentice and Disadvantage Worker information for the Contractor and each Subcontractor that includes the following: 29.4.3.1. Total labor hours for the project; 29.4.3.2. Total labor hours performed by apprentice and disadvantaged workers; 29.4.3.3. The apprentice and/or disadvantage worker status for each such person; and 29.4.3.4. The name, address, work classification an hours worked each pay period for each apprentice and disadvantage worker on the construction project. 29.6 The PW Operations Manager will, within ten (10) days after Contractor concurrence of each application for payment, indicate in writing approval of payment, less any retainage as specified by the Agreement, and present the application to the City's Budget & Finance Department for payment. The City will pay the Contractor the amountapproved by the PW Operations Manager in accordance with Florida's Prompt Payment Act. 30 APPROVAL OF PAYMENTS. 30.2 The PW Operations Manager's approval of any payment requested in an application for payment shall constitute a representation to the City, based on the PW Operations Manager's on -site observations of the work in progress as an experienced and qualified construction professional and on its review of the application for payment and the supporting data, that the Work has progressed to the point indicated; to the best of its knowledge, information and belief, that the quality of the Work is in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning project upon substantial completion, to the results of any subsequent tests called for in the Contract Document and any qualifications stated in its approval); and that the Contractor is entitled to payment of the amount approved. However, by approving any such payment, the PW Operations Manager shall not thereby be deemed to 25 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D have represented that exhaustive or continuous on -site inspections were made to check the quality or the quantity of the Work; that the means, methods, techniques, sequences and procedures of construction were reviewed; or thatany examinations were made to ascertain how or for what purpose the Contractor has used the monies paid or to bepaid to it. 30.3 The PW Operations Manager's approval of final payment shall constitute an additional representation to the City thatthe conditions precedent to the Contractor's being entitled to final payment, as set forth in Paragraph 31.3, have been fulfilled. 30.4 The PW Operations Manager may refuse to approve the whole or any part of any payment if, in their opinion, the PW Operations Manager is unable to make the foregoing representations to the City. The PW Operations Manager may also refuse to approveany such payment, or, because of subsequently discovered evidence or the results of subsequent inspections or tests, may nullify any such payment previously approved, to such extent as may be necessary in their opinion to protect the City from loss because: 30.3.1 The Work is defective. 30.3.2 Claims have been filed, or there is reasonable evidence indicating the probable filing thereof. 30.3.3 The Work Order Price has been reduced. 30.3.4 The City has been required to complete neglected Work in accordance with Paragraph 27. 30.3.5 The City has been required to correct defective Work or complete the Work in accordance with Paragraph28. 30.3.6 Unsatisfactory prosecution of the Work, including failure to cleanup as required by Paragraph 32. 31 FINAL PAYMENT. 31.2 Upon notification from the Contractor that the project is complete, the PW Operations Manager will make a final inspection with the Contractor and will notify the Contractor in writing of any particulars in which this inspection reveals that the Work is incomplete or 26 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61 B34ECF8B8D defective. The Contractor shall immediately make such corrections as are necessary to remedy such defects. 31.3 After the Contractor has completed any such corrections to the satisfaction of the PW Operations Manager and delivered all maintenance and operating instructions, schedules, guarantees, Bonds, certificates of inspection and other documents, all as required by the Contract Documents, the Contractor may receive final payment pursuant tothe procedure for progress payments. The final application for payment shall be accompanied by the Contractor's Final Apprentice & Disadvantage's Worker's Reporting (if applicable), Contractor's Final Payment Affidavit, Subcontractor/Materialman Waiver of Claims, and Final Payment Certification to Subcontractors, utilizing forms provided by the City. Nothing in this section waives the rights of the Contractor under Section 255.05(11), Florida Statutes. The PW Operations Manager will execute a Certificate of Completion and recommend final payment. 31.4 If, on the basis of the PW Operations Manager's observation and review of the Work during construction, their final inspection and review of the final application for payment, all as required by the Contract Documents, the PW Operations Manager is satisfied that the Work has been completed and the Contractor has fulfilled all of its obligations under the Contract Documents, the PW Operations Manager will, within ten (10) days after Contractor's concurrence of the final application for payment, indicate in writing the PW Operations Manager's approval of payment and present the application tothe City Budget & Finance Department for payment. The City will pay the Contractor the amount approved by thePW Operations Manager in accordance with Florida's Prompt Payment Act. 31.5 If after substantial completion of the Work, final completion thereof is materially delayed through no faultof the Contractor, and the PW Operations Manager so confirms, the City shall, upon certification by the PW Operations Manager, makepayment of the balance due for that portion of the work fully completed and accepted. If the remaining balance forWork not fully completed or corrected is less than the retainage stipulated in the Agreement, and if Bonds have been furnished, the written consent of the surety to the payment of the balance due for that portion of the Work fullycompleted and accepted shall be submitted by the Contractor to the PW Operations Manager prior to certification of such payment. Such payment shall be made 27 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D under the terms and conditions governing final payment, except that it shallnot constitute a waiver of claim. 32 CLEANING UP. 32.2 The Contractor shall keep the premises free from accumulations of waste materials, rubbish and other debrisresulting from the Work, and, at the completion of the Work, it shall remove all waste materials, rubbish and debris from and about the premises, as well as all tools, construction equipment and machinery and surplus materials, leaving the site clean and ready for occupancy by the City. The Contractor shall restore to their original conditionthose portions of the site not designated for alteration by the Contract Documents. 33 CITY'S RIGHT TO STOP OR SUSPEND WORK. 33.2 If the Work is defective, if the Contractor fails to supply sufficient skilled workmen or suitable materials or equipment, if the Contractor fails to comply with the Contract Documents or Specifications, or if the Contractorfails to make prompt payments to Subcontractors for labor, materials or equipment, the City may order the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated. The Contractor will be allowed no increase in Work Order Price or extension of the Work Order Time. The City may, at any time and without cause, suspend the Work, or any portion thereof, for a period of notmore than ninety (90) days by notice in writing to the Contractor, and shall determine the date on which the Work will resume. The Contractor shall resume the work on the date so determined. The Contractor may be allowed anincrease in the Work Order Price or an extension of the Work Order Time directly attributable to any suspension providedthe Contractor makes a claim as provided in Paragraphs 25 and 26. 34 DEFAULT AND CITY'S RIGHT TO TERMINATE. 34.2 The failure of the Contractor to comply with any provision of this Agreement will place the Contractor in default. Prior to terminating the Agreement, the City will notify the Contractor in writing. This notification will make specific reference to the provision which gave rise to the default. The City will give the Contractor seven (7)days to cure the default or develop a plan and time line acceptable to the City to cure the default. The PW Operations Manageris 28 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D authorized to provide written notice of default on behalf of the City, and if the default situation is not corrected within the allotted time, the Public Works Director is authorized to provide final termination notice on behalf of theCity to the Contractor. 34.3 If the Contractor is adjudged bankrupt or insolvent, or makes a general assignment for the benefit of its creditors, or if a trustee or receiver is appointed for the Contractor or for any of its property, or if the Contractor files a petition to take advantage of any debtors' act, or to reorganize under the bankruptcy or similar laws, or repeatedly fails to supply sufficient skilled workmen or suitable materials or equipment, or repeatedly fails to makeprompt payments to Subcontractors or for labor, materials, or equipment, or disregards laws, ordinances, rules, regulations or orders of any public body having jurisdiction, or disregards the authority of the Director of PW Operations Manager, or Contractor otherwise violates any provisions of the Contract Documents, then the City may, without prejudice to any other right or remedy and after giving the Contractor and its surety seven (7) days written notice, terminate the service of the Contractor and take possession of the project and of all materials related the Work and finish the Work by whatever method the City may deem expedient. In such case, the Contractor shall not be entitledto receive any further payment until the work is finished. 34.4 Upon thirty (30) days written notice to the Contractor, the City may, without cause and without prejudice to any other right or remedy, elect to abandon the project and terminate the Agreement. In such case, the Contractorshall be paid for all Work executed and any expense sustained plus a reasonable profit. The Public Works Directoris authorized to provide written notice of termination on behalf of the City. 34.5 If funds to finance this Agreement become unavailable, the City may terminate the Agreement with no lessthan twenty-four (24) hours' notice in writing to the Contractor. The City will be the final authority as to the availability of funds. The City will pay the Contractor for all work completed prior to any notice of termination. 34.6 Where the Contractor's services have been terminated by the City, said termination shall not affect any rights of the City against the Contractor then existing or which may thereafter accrue. Any retention or payment ofmonies by the City due the Contractor will not release the Contractor from liability. 35 CONTRACTOR'S RIGHT TO STOP WORK OR TERMINATE. 29 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D 35.2 If, through no act or fault of the Contractor, the Work is suspended for a period of more than ninety (90) days by the City or an order of court or other public authority, or if the PW Operations Manager fails to act on any applicationfor payment within thirty (30) days after it is submitted, or if the City fails to pay the Contractor any sum approvedby the PW Operations Manager within thirty (30) days of its approval and presentation, then the Contractor may, upon seven (7) days written notice to the City, terminate the Agreement and recover from the City payment for all Work executed in accordance with the Agreement plus fair and reasonable overhead and profit. In addition and in lieu ofterminating the Agreement, if the PW Operations Manager has failed to act on an application for payment or the City has failedto make payment as aforesaid, the Contractor may, upon seven (7) days' notice to the City and the PW Operations Manager, stop Work until it has been paid all amounts then due. 36 DISPUTE RESOLUTION. 36.2 Initial Administrative Resolution: The Contractor may appeal to the Director within fourteen (14) days of a written decision made by the PW Operations Manager. Failure of the Contractor to appeal any decision within this timeframe shall constitute the Contractor's acceptance of the PW Operations Manager's decision and render any claims or disputes relatedto the decision waived. Such appeals to the Director shall detail the Contract Document provisions that conflict with the PW Operations Manager's decision. The Director shall review each appeal and the Director and Contractor will seek to resolve the appeal through exchange of information and direct negotiations. The Director shall render its decision in writing within thirty (30) days of submission of the appeal; failure of the Director to render a decision within thistimeframe shall render the appeal denied. 36.3 Secondary Administrative Resolution: The Contractor may appeal to the City Manager within fourteen (14)days of a written decision made by the Director. Failure of the Contractor to appeal any decision within this timeframe shall constitute the Contractor's acceptance of the Director's decision and render any claims or disputesrelated to the decision waived. Such appeals to the City Manager shall detail the Contract Document provisions thatconflict with the Director's decision. The City Manager and Contractor will seek to resolve the appeal through exchange of information and direct negotiations. The City Manager shall render its decision in writing within forty-five (45) days of submission of the appeal; failure of the City Manager to render a decision within this timeframe shall render the appeal denied. The City Manager's decision shall be the final administrative decision and 30 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D is a necessary condition precedent for exhaustion of administrative remedies in order to initiate mediation and a lawsuitbased on this Agreement. 36.4 Mediation: For any disputes which remain unsolved and have not been waived, within sixty (60) calendardays after Final Completion of the Work, the parties shall participate in mediation in Alachua County, Florida to address all unresolved disputes. If the Contractor wishes to contest any decision made by the City Manager, Contractor shall request mediation by providing written notice to the PW Operations Manager within thirty (30) days of the City Manager's written decision. Such notice shall detail the Contract Document provision that conflict with the City Manager's decision. Failure of the Contractor to provide such notice shall constitute the Contractor's acceptance of the City Manager's decision and render any claims or disputes related to the decision waived. The Parties shall submit the dispute to mediation prior to filing, and as a condition precedent to, an action in court, whichmust be filed within thirty (30) days of conclusion of mediation, or the dispute shall be waived. The City shall provide the Contractor a list of three mediators and the Contractor shall select a mediator from the list. The Parties shall each pay one-half of the mediator's fees and costs. Should any dispute not be resolved in mediation, the partiesretain all their legal rights and remedies under applicable law, to extent not waived in accordance with this Agreement. 37 WORKPLACE VIOLENCE. 37.2 Employees of the Contractor are prohibited from committing any act of workplace violence. Violation maybe grounds for termination of the Agreement. Workplace violence means the commission of any of the following acts by a Contractor's employee: 37.1.1 Battery: intentional offensive touching or application of force or violence to another. 37.1.2 Stalking: willfully, maliciously and repeatedly following or harassing another person. 38 DUTIES AND OBLIGATIONS. The rights and remedies available hereunder, and in particular without limitation, the warranties, guarantees and obligations imposed upon the Contractor by this Agreement and the rights and remediesavailable to the City thereunder, shall be in addition to and not a limitation of any otherwise imposed or available by law, special guarantee, or other provisions of this Agreement. 39 POLLUTION ABATEMENT. The Contractor shall comply with all federal, state and local laws and regulations controlling pollution of the environment. The Contractor shall take necessary precautions to prevent pollution of soils,creeks, streams, lakes, wetlands and ponds with fuels, oils, bitumens, chemicals and other harmful materials and shall take necessary measures to minimize soil erosion. 31 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D 40 INJURY OR DAMAGE TO PEOPLE OR PROPERTY. Should the City or the Contractor suffer injury or damageto its person or property because of any error, omission or act of the other or of any of their employees or agents or others for whose acts they are legally liable, claims shall be made in writing to the other party within a reasonable timeof the first observance of such injury or damage. 41 HEALTH CONSIDERATIONS. The Contractor shall provide and maintain, in a neat and sanitary condition, such accommodations for the use of its employees as are necessary to comply with the requirements and regulations of the State and Local Boards of Health. The Contractor shall commit no public nuisance. 42 SEVERABILITY. It is understood and agreed by the Parties that if any provision of the Agreement shall contravene, or be invalid under the laws of the State of Florida, such contravention or invalidity shall not invalidate the entire Agreement, but it shall be construed as if not containing the particular provision or provisions held to be invalid, and the rights and obligations of the Parties shall be construed and enforced accordingly. 43 AMENDMENT. This Agreement may be amended only by written amendment, work order or work order amendment. 44 INDEPENDENT CONTRACTOR. In the performance of this Agreement, the Contractor will be acting in thecapacity of an independent Contractor, and not as an agent, employee, partner, joint venture, or associate of the City. The Contractor shall be solely responsible for the means, methods and techniques, sequences and procedures utilized by the Contractor in the full performance of this Agreement. Neither Contractor nor anyone employed by Contractor shall represent, act, purport to act, or to be deemed to be the agent, representative, employee or servant of the City. 45 GOVERNING LAW AND VENUE. The laws of the State of Florida, notwithstanding its conflict of lawsprovisions, shall govern this Agreement. Sole and exclusive venue for all actions arising under this Agreement shall bein Alachua County. 46 COMPLETE AGREEMENT. This Agreement contains the sole and entire agreement between the City and the Contractor and supersedes any other written or oral agreements between them not incorporated herein. 47 NON WAIVER. The failure of any party to exercise any right in this Agreement will not waive such right in the event of any further default or non-compliance. 48 SUCCESSORS AND ASSIGNS. The Contractor shall not assign its rights hereunder, excepting its right to payment, nor shall it delegate any of its duties hereunder without the written consent of the City. Subject to the provisions of thepreceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party. 32 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-6lB34ECF8B8D Nothing herein shall be construed as creating anypersonal liability on the part of any officer or agent of the City. 49 NO THIRD PARTY BENEFICIARIES. Nothing contained herein shall create any relationship, contractual or otherwise, with, or any rights in favor of, any third party. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed for the uses and purposestherein expressed on the day and year first above -written. ASPHALT PAVING SYSTEMS, INC. Y Robert Capoferri (May 1, 2023 13:47 EDT) Robert Capoferri, President Date: May 1, 2023 CITY OF GAINESVILLE Cynt ia�l Curry (May b, 202310:49 EDT) Cynthia W. Curry, City Manager Date: May 8, 2023 Approved as to Form and Legality a sdu~tZ David C. Schwartz (May 2, 202317:31 EDT) Assistant City Attorney 33 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61 B34ECF8B8D EXHIBIT 1: FEE SCHEDULE Crack Seal Crack Seal Unit 0 -100 101-1000 1,001 - 5,000 5,001- 10,000 Over 10,000 ' Mobilization Lump Sum 1,000.00 1,000.00 1,000.00 1,000.00 1,000.00 After -Hours percentage 7 7 7 7 7 Mark-up Spec.305 Gallons 40.00 34.00 33.00 32.00 30.00 ChiD Seal Chip Seal - Unit 10,000 - 25,001- 50,001- 100,001- Over Spec.335-1 25,000 50,000 100,000 250,000 250,000 Mobilization Lump Sum 6,500.00 6,500.00 6,500.00 6,500.00 6,500.00 After -Hours percentage 7 7 7 7 7 Mark-up Single Square Yards q 4.03 3.78 3.54 3.49 3.35 Conventional Single Square Yards 4.09 3.84 3.60 3.55 3.41 Modified Double Square Yards q 7.27 6.98 6.74 6.64 6.54 Conventional Double Square Yards 7.35 7.06 6.82 6.72 6.62 Modified Micro-Surfacin . Micro- 10,000 - 25,001- 50,001- 100,001- Over Surfacing - Unit 25,000 50,000 100,000 250,000 250,000 Spec. 335-2 Mobilization Lump Sum 6,500.00 6,500.00 6,500.00 6,500.00 6,500.00 After -Hours percentage 7 7 7 7 7 Mark-up Single Square Yards q 4.30 3.98 3.85 3.73 3.68 Conventional Single Square Yards 4.70 4.38 4.25 4.13 4.08 Premium Double Square Yards q 6.85 6.59 6.37 6.18 6.09 Conventional Double Square Yards 7.45 7.19 6.97 6.78 6.69 Premium Rut Filling Unit 0 -150 151 - 250 251- 500 501-1000 Over 1,000 Conventional Tons 250.00 250.00 250.00 250.00 250.00 Premium Tons 275.00 275.00 275.00 275.00 275.00 Reiuvenating Scrub Seal Scrub - Unit 10,000 - 25,001- 50,001- 100,001- Over Spec. 335-5 25,000 50,000 100,000 250,000 250,000 Mobilization Lump Sum 6,500.00 6,500.00 6,500.00 6,500.00 6,500.00 After -Hours percentage 7 7 7 7 7 Mark-up Rejuvenating Square Yards q 4.74 4.49 4.25 4.20 4.05 Scrub Seal 34 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-6lB34ECF8B8D Pavement Markings - (White or yellow if annlicable) Long Line Unit 0-5 5 -10 10 - 25 25 - 50 Over 50 6" Solid Paint Gross Mile 3,622.50 2,725.50 2,070.00 1,667.50 1,518.00 6" Skip 10'-30' Gross Mile 920.00 690.00 632.50 603.75 575.00 Paint 6" Solid Gross Mile 7,130.00 6,095.00 5,635.00 5,462.50 5,347.50 Thermo 6" Skip 10'-30' Gross Mile 2,185.00 2,012.50 1,840.00 1,782.50 1,725.00 Thermo Supplemental Unit 0 -150 151 - 250 251 - 500 501 -1000 Over 1,000 Markings 6" Solid Paint Linear Foot 2.30 1.84 1.61 1.38 1.15 (BLUE) 8" Solid Paint Liner Foot 2.30 1.84 1.61 1.38 1.15 12" Solid Paint Liner Foot 4.60 4.37 4.14 3.91 3.68 18" Solid Paint Liner Foot 6.90 6.56 6.21 5.87 5.52 24" Solid Paint Liner Foot 9.20 8.74 8.28 7.82 7.36 6" Skip 6'-10' Gross Liner Paint Foot 0.58 0.46 0.40 0.35 0.29 6" Skip 2'-4' Gross Liner Paint Foot 0.58 0.46 0.40 0.35 0.29 6" Skip 3'-9' Gross Liner Paint Foot 0.58 0.46 0.40 0.35 0.29 6" Solid Thermo Linear Foot 6.90 6.33 6.04 5.75 5.75 (BLUE) 8" Solid Liner Foot 3.45 3.16 2.88 2.59 2.30 Thermo 12" Solid Liner Foot 6.90 5.75 5.18 4.60 4.03 Thermo 18" Solid Thermo Liner Foot 10.35 8.63 7.76 6.90 6.04 24" Solid Liner Foot 13.80 11.50 10.35 9.20 8.05 Thermo 6" Skip 6'-10' Gross Liner Thermo Foot 1.04 0.98 0.92 0.86 0.81 6" Skip 2'-4' Gross Liner Thermo Foot 1.04 0.98 0.92 0.86 0.81 6" Skip 3'-9' Gross Liner Thermo Foot 1.04 0.98 0.92 0.86 0.81 Work Zone Each 5.75 5.18 4.60 4.37 4.14 RPMs Permanent Each 5.75 5.18 4.60 4.37 4.14 RPMs Yield Lines Paint Square Foot 13.80 11.50 10.35 9.20 8.05 Speed Hump/Speed Square Foot 11.50 10.93 10.35 9.78 9.20 Table Paint Misc. Paint (Bullnose, Square Foot 11.50 10.93 10.35 9.78 9.20 Curb, Etc.) Yield Lines Thermo Square Foot 23.00 20.70 18.40 17.25 16.10 35 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61 B34ECF8B8D Supplemental Unit 0 -150 151 - 250 251 - 500 501 -1000 Over 1,000 Markings Speed Hump/Speed Square Foot 18.40 17.25 16.10 14.95 13.80 Table Thermo Misc. Thermo (Bullnose, Square Foot 23.00 20.70 18.40 17.25 16.10 Curb, Etc.) Messages & Unit 0-5 6 - 10 11 - 25 26 - 50 Over 50 Symbols Left (Message) Paint Each 92.00 87.40 82.80 78.20 73.60 Right (Message) Each 103.50 98.33 93.15 87.98 82.80 Paint Stop (Message) Each 92.00 87.40 82.80 78.20 73.60 Paint Lane (4') (Message) Each 80.50 76.48 72.45 68.43 64.40 Paint Only (4') (Message) Each 80.50 76.48 72.45 68.43 64.40 Paint Only (8') (Message) Each 92.00 87.40 82.80 78.20 73.60 Paint Lane (8') (Message) Each 92.00 87.40 82.80 78.20 73.60 Paint Turn (Message) Each 115.00 109.25 103.50 97.75 92.00 Paint Merge (Message) Each 115.00 109.25 103.50 97.75 92.00 Paint Bus (Message) Paint Each 69.00 65.55 62.10 58.65 55.20 School (Message) Each 138.00 131.10 124.20 117.30 110.40 Paint Railroad (Message) Each 230.00 218.50 207.50 195.50 184.00 Paint Railroad (Bike Path) Each 172.50 163.88 155.25 146.63 138.00 (Message) Paint Wrong Way Arrow Each 138.00 131.10 124.20 117.30 110.40 (Symbol) Paint U-Turn Each 138.00 131.10 124.20 117.30 110.40 (Symbol) Paint Thru Arrow Each 69.00 65.55 62.10 58.65 55.20 (Symbol) Paint Left or Right Arrow Each 80.50 76.48 72.45 68.43 64.40 (Symbol) Paint Left or Right and Thru Each 115.00 109.25 103.50 97.75 92.00 Arrow (Symbol) Paint 36 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61 B34ECF8B8D Messages & Unit 0-5 6 - 10 11 - 25 26 - 50 Over 50 Symbols Left, Right and Thru Arrow Each 115.00 109.25 103.50 97.75 92.00 (Symbol) Paint Bike Lane Arrow Each 46.00 43.70 41.40 39.10 36.80 (Symbol) Paint Helmeted Bicyclist Each 46.00 43.70 41.40 39.10 36.80 (Symbol) Paint Shared Lane Marking Each 92.00 87.40 82.80 78.20 73.60 (Symbol) (Paint Accessibility (3') (Symbol) Each 57.50 54.63 51.75 48.88 46.00 Paint Accessibility (5') (Symbol) Each 69.00 69.55 62.10 58.65 55.20 Paint Left (Message) Each 276.00 262.20 248.40 234.60 220.80 Thermo Right (Message) Each 322.00 305.90 289.80 273.70 257.60 Thermo Stop (Message) Each 276.00 262.20 248.40 234.60 220.80 Thermo Lane (4') (Message) Each 253.00 240.35 227.70 215.05 202.40 Thermo Only (4') (Message) Each 253.00 240.35 227.70 215.05 202.40 Thermo Only (8') (Message) Each 276.00 262.20 248.80 234.60 220.80 Thermo Lane (8') (Message) Each 276.00 262.20 248.40 234.60 220.80 Thermo Turn (Message) Each 276.00 262.20 248.40 234.60 220.80 Thermo Merge (Message) Each 322.00 305.90 289.80 273.70 257.60 Thermo Bus (Message) Each 230.00 218.50 207.00 195.50 184.00 Thermo School (Message) Each 402.50 382.38 362.25 342.13 322.00 Thermo Railroad (Message) Each 460.00 437.00 414.00 391.00 368.00 Thermo Railroad (Bike Path) Each 460.00 437.00 414.00 391.00 368.00 (Message) Thermo Wrong Way `mow Each 345.00 327.75 310.50 293.25 276.00 (Symbol) Thermo 37 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61 B34ECF8B8D Messages & Unit 0-5 6 - 10 Symbols U-Turn (Symbol) Each 345.00 327.75 Thermo Thru Arrow (Symbol) Each 115.00 109.25 Thermo Left or Right Arrow Each 138.00 131.10 (Symbol) Thermo Left or Right and Thru Arrow Each 184.00 174.80 (Symbol) Thermo Left, Right and Thru Arrow Each 184.00 174.80 (Symbol) Thermo Bike Lane Arrow (Symbol) Each 161.00 152.95 (Preformed Only) Thermo Helmeted Bicyclist (Symbol) Each 276.00 262.20 (Preformed Only) Thermo Shared Lane Marking (Symbol) Each 460.00 437.00 (Preformed Only) Thermo Accessibility (3') (Symbol) Each 184.00 174.80 Thermo Accessibility (5') (Symbol) Each 218.50 207.58 Thermo Removal - 11 - 25 26 - 50 Over 50 310.50 293.25 276.00 103.50 97.75 92.00 124.20 117.30 110.40 165.60 156.40 147.20 165.60 156.40 147.20 144.90 136.85 128.80 248.40 234.60 220.80 414.00 391.00 368.00 165.60 156.40 147.20 196.65 185.73 174.80 Grinding Unit 0 -150 151 - 250 251 - 500 501 -1000 Over 1,000 Mobilization Lump Sum 1,380.00 1,380.00 1,380.00 1,380.00 1,380.00 Painted Symbols and Square Foot 5.75 5.46 5.18 4.89 4.60 Messages Painted Stripe Square Foot 3.22 2.65 2.07 1.84 1.38 Thermoplastic Symbols and Square Foot 6.90 6.61 6.33 6.04 5.75 Messages Thermoplastic Square Foot 3.45 2.88 2.30 1.96 1.73 Stripe 38 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61 B34ECF8B8D Removal — Water Unit 0 —150 151 - 250 251— 500 501-1000 Over 1,000 Blasting Mobilization Lump Sum 2,070.00 1,840.00 1,725.00 1,380.00 1,150.00 Painted Symbols and Square Foot 5.75 5.46 5.18 4.89 4.60 Messages Painted Stripe Square Foot 3.22 2.65 2.07 1.84 1.38 Thermoplastic Symbols and Square Foot 6.90 6.61 6.33 6.04 5.75 Messages Thermoplastic Square Foot 3.45 2.88 2.30 1.96 1.73 Stripe After -Hours Percentage 25 22 20 18 15 Mark-up 39 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D Exhibit 2 — Work Order Form WORK ORDER NO: PROJECT DESCRIPTION: City: City of Gainesville, a municipal corporation if State of Florida. Date Issued: CONTRACTOR: Execution of the Work Order by the City shall serve as authorization for the Contractor to provide for the above project, Contractor services as set out in the Scope of Work attached as Exhibit "A," to that certain Agreement of dated between the City and the Contractor and further delineated in the specifications, conditions, and requirements stated in the following listed documents which are attached hereto and made a part hereof. ATTACHMENTS: [ ] Drawings/Plans/Specifications [ ] Scope of Work dated [ ] Special Conditions [] The Contractor shall provide said Work pursuant to this Work Order, its attachments and the above -referenced Agreement, which is incorporated herein by reference as if it had been set out in its entirety. Whenever the Work Order conflicts with said Agreement, the Agreement shall prevail. TIME FOR COMPLETION: The Work authorized by this Work Order shall be commenced upon the date written above. Substantial Completion shall be met by and Final Completion shall be met by METHOD OF COMPENSATION: The Contractor shall perform all Work require by this Work Order for a sum not exceeding DOLLARS ($ ). The Contractor's compensation shall be based on the actual Work required by this Work Order. All reimbursable expenses and allowances are itemized in Exhibit "A" The City shall make payment to the Contractor in strict accordance with the payment terms of the above - referenced Agreement. It is expressly understood by the Contractor that the City, prior to execution of the Work Order, reserves the right to authorize a party other than the Contractor to perform the services called for under this Work Order if it is determined that to do so is in the best interest of the City. IN WITNESS WHEREOF, the Parties hereto have made and executed this Work Order on this day of , 20 , for the purposes stated herein. M DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D WITNESS Signature Print Name Date: CONTRACTOR: By: Signature Title: Print Name and Title Date: CITY By: City Manager Date: APPROVED AS TO FORM AND LEGALITY City Attorney 41 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61 B34ECF8B8D EXHIBIT 3: AMENDMENT TO WORK ORDER WORK ORDER NO.: AMENDMENT NO.: Project Description: City: City of Gainesville, Florida Date Issued: Contractor: Original Work Order Description: Amendment Revisions: Original Work Order Price: Total of Prior Approved Changes Amount of this Change in Work Order Add or (deduct) New Work Order Price with This Amendment: Original Substantial Completion Date New Substantial Completion Date: CITY: By: Title: Date: Original Final Completion Date: New Final Completion Date: CONTRACTOR: By: Print Name: Title: Date: 42 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D EXHIBIT 4: PAYMENT BOND FORM CONTRACTOR (PRINCIPAL) COMPANY (LEGAL NAME): PRINCIPAL BUSINESS ADDRESS (No PO Box): TELEPHONE NUMBER: SURETY COMPANY (LEGAL NAME): PRINCIPAL BUSINESS ADDRESS (No PO Box): TELEPHONE NUMBER: OWNER (OBLIGEE) NAME: City of Gainesville, Florida, Municipal Corporation PRINCIPAL BUSINESS ADDRESS: 200 E University Avenue, Gainesville, Florida 32601 TELEPHONE NUMBER: 352-334-5000 CONTRACT DETAILS CONTRACT NO.: DATE EXECUTED: AMOUNT: GENERAL DESCRIPTION: STREET ADDRESS OF PROJECT: PO NO., RFP, OR BID NO.: BOND BOND NUMBER: DATE: AMOUNT: 43 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D KNOW ALL MEN BY THESE PRESENTS: That Principal, hereinafter called Contractor, and Surety, as identified above, are bound to City of Gainesville, Florida, as Obligee, and hereinafter called the City, in the amount identified above, for the payment whereof Contractor and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally. This payment bond is executed pursuant to §255.05, Florida Statutes, and claimants must comply with the notice and time limitations of §255.05(2) and §255.05(10), Florida Statutes. WHEREAS, Contractor has by written Contract entered into a Contract, identified above, with the City, which Contract Documents are by reference made part hereof, and for the purposes of this Bond are hereafter referred to as the "Contract." THE CONDITION OF THIS BOND is that if Contractor promptly makes payments to all persons defined in §713.01, Florida Statutes, who furnish labor, materials and supplies used directly or indirectly by Contractor in the performance of the Contract; then CONTRACTOR'S OBLIGATION SHALL BE VOID; OTHERWISE, IT SHALL REMAIN IN FULL FORCE AND EFFECT. The surety hereby waives notice of and agrees that any changes in or under the Contract and compliance or noncompliance with any formalities connected with the Contract or the changes do not affect surety's obligation under this bond. The provisions of this bond are subject to the notice and time limitations of §255.05(2) and §255.05(10). In no event will the Surety be liable in the aggregate to claimants for more than the penal sum of this Payment Bond, regardless of the number of suits that may be filed by claimants. SIGNATURES NEXT PAGE DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D Signed and sealed this day of 20 CONTRACTOR (PRINCIPAL) Signed, sealed and delivered in the presence o£ Witnesses as to Contractor Name: Title: STATE OF CITY OF The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization this day of , 20, by , as M . a corporation, on behalf of the corporation. He/she is personally known to me OR has produced as identification. Notary Public (Signature) Printed Name: My Commission Expires: (AFFIX NOTARY SEAL) SURETY SIGNATURE: SEAL PRINTED NAME AND TITLE: ATTORNEY IN FACT 45 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D EXHIBIT 5: PERFORMANCE BOND FORM CONTRACTOR (PRINCIPAL) COMPANY (LEGAL NAME): PRINCIPAL BUSINESS ADDRESS (No PO Box): TELEPHONE NUMBER: SURETY COMPANY (LEGAL NAME): PRINCIPAL BUSINESS ADDRESS (No PO Box): TELEPHONE NUMBER: OWNER (OBLIGEE) NAME: City of Gainesville, Florida, Municipal Corporation PRINCIPAL BUSINESS ADDRESS: 200 E University Avenue, Gainesville, Florida 32601 TELEPHONE NUMBER: 352-334-5000 CONTRACT DETAILS CONTRACT NO.: DATE EXECUTED: AMOUNT: GENERAL DESCRIPTION: STREET ADDRESS OF PROJECT: PO NO., RFP, OR BID NO.: BOND BOND NUMBER: DATE: AMOUNT: 46 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D KNOW ALL MEN BY THESE PRESENTS: That Principal, hereinafter called Contractor, and Surety, as identified above, are bound to City of Gainesville, Florida, as Obligee, and hereinafter called the City, in the amount identified above, for the payment whereof Contractor and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally. WHEREAS, Contractor has by written Contract entered into a Contract, identified above, with City, which Contract Documents are by reference made a part hereof, and for the purposes of this Bond are hereafter referred to as the "Contract"; THE CONDITION OF THIS BOND is that if Contractor: 1. performs the Contract between Contractor and City, at the times and in the manner prescribed in the Contract; and 2. pays City all losses, damages, including liquidated damages and damages caused by delay, expenses, costs and attorney's fees including appellate proceedings, that City sustains as a result of default by Contractor under the Contract; and 3. performs the guarantee of all work and materials furnished under the Contract for the time specified in the Contract; then THIS BOND IS VOID, OTHERWISE IT REMAINS IN FULL FORCE AND EFFECT. Whenever Contractor shall be, and is declared by City to be, in default under the Contract, and City having performed City's obligations there under, the Surety may promptly remedy the default, or shall promptly: 1. complete the Contract in accordance with its terms and conditions; or 2. obtain a bid or bids for completing the Contract in accordance with its terms and conditions, and upon determination by Surety of the lowest responsible bidder, or, if City elects, upon determination by City and Surety jointly of the lowest responsible bidder, arrange for a Contract between such Bidder and City, and make available as work progresses sufficient funds, paid to City, to pay the cost of completion and other costs and damages for which the Surety may be liable hereunder. No right of action shall accrue on this bond to or for the use of any person of corporation other than City named herein. The Surety, for value received, hereby stipulates and agrees that no changes, extensions of time, alterations or additions to the terms of the Contract or other Work to be performed hereunder, or the specifications referred to therein shall in any way affect its obligations under this bond, and it does hereby waive notice of any such changes, extensions of time, alterations or additions to the terms of the Contract or to Work or to the specifications. 47 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D This instrument shall be construed in all respects as a common law bond. It is expressly understood that the time provisions and statute of limitations under §255.05, Florida Statutes, shall not apply to this bond. In no event will the Surety be liable in the aggregate to Obligee for more than the penal sum of this Performance Bond regardless of the number of suits that may be filed by Obligee. Signed and sealed this day of 20 CONTRACTOR (PRINCIPAL) Signed, sealed and delivered in the presence o£ Witnesses as to Contractor Name: Title: STATE OF CITY OF The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization this day of , 20 by , as of a corporation, on behalf of the corporation. He/she is personally known to me OR has produced as identification. Notary Public (Signature) Printed Name: My Commission Expires: (AFFIX NOTARY SEAL) SURETY SIGNATURE: SEAL PRINTED NAME AND TITLE: ATTORNEY IN FACT 48 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D EXHIBIT 6: CONTRACTOR'S FINAL PAYMENT AFFIDAVIT FORM STATE OF FLORIDA CITY OF Before me, the undersigned authority, personally appeared deposes and says: (1) He or she is the (title) , of business in the State of Florida, hereinafter referred to as the "Contractor." (2) Contractor, pursuant to that certain Work Order dated , who after being duly sworn, , which does ("Contract") with the City of Gainesville, Florida, a municipal corporation and political subdivision of the State of Florida, hereinafter referred to as the "Owner," has furnished or caused to be furnished labor, materials, and services for , as more particularly set forth in said Contract. (3) This affidavit is executed by the Contractor in accordance with §713.06 of the Florida Statutes for the purposes of obtaining final payment from the Owner in the amount of $ (4) Contractor certifies, represents and warrants that it has paid all persons defined in §713.01, Florida Statutes, who furnished labor, services, or materials for the prosecution of the Work provided for in the Contract ("Claimants"), all amounts owed them from any previous payments received by Contractor from the Owner and has not withheld any such amounts. (5) Contractor certifies, represents and warrants that all Work to be performed under the Contract has been fully completed, and all Claimants have been paid in full. (6) In accordance with the Contract Documents and in consideration of $ paid, Contractor releases and waives for itself and all Claimants, including their successors and assigns, all claims demands, damages, costs and expenses, whether in contract or in tort, against Owner relating in any way to the performance of the Contract. (7) Contractor certifies, represents and warrants for itself and its subcontractors, materialmen, successors and assigns, that all charges for labor, materials, supplies, lands, licenses and other expenses for which Owner might be sued or for which a lien or a demand against any payment bond might be filed, have been fully satisfied and paid. DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D Contractor: Its: Date: Witnesses [Corporate Seal] STATE OF CITY OF The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization this day of , 20, by , as of a corporation, on behalf of the corporation. He/she is personally known to me OR has produced as identification. Notary Public (Signature) Printed Name: My Commission Expires: (AFFIX NOTARY SEAL) 50 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D EXHIBIT 7: FINAL PAYMENT BOND WAIVER FORM WAIVER OF RIGHT TO CLAIM AGAINST THE PAYMENT BOND (FINAL PAYMENT) OWNER: City of Gainesville, Florida, a municipal corporation and political subdivision of the State of Mn D 1\ :: 1: PROJECT: Work Order dated ("Contract') for labor, materials, and services for The undersigned Claimant, for itself and its successors and assigns, and in consideration of the final payment made in the amount of $ , hereby waives and releases its right to claim against the payment bond, and further waives, releases and discharges the Owner and Contractor from any and all claims, demands, obligations, damages, actions, and causes of action, direct or indirect, in law or in equity, for labor, services or materials furnished through (insert date) to on the job of the City of Gainesville, Florida, a municipal corporation and political subdivision of the State of Florida, for improvements associated with the above referenced Project. DATED ON Claimant: By: (Name) Title: (Print Title) STATE OF CITY OF The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization this day of , 20, by , as of 0 51 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D a corporation, on behalf of the corporation. He/she is personally known to me OR has produced as identification. Notary Public (Signature) Printed Name: My Commission Expires: (AFFIX NOTARY SEAL) 52 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D EXHIBIT 8: CERTIFICATE OF INSURANCE 53 DocuSign Envelope ID: 02CA7A76-5899-458A-A55A-61B34ECF8B8D ACORD.. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 5/1/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). NTACT PRODUCER NAME: Joseph J. Meola, CIC, CRM McKee Risk Management, Inc. `A/c,PHONE, EXt): 609 561-4161 FAX No). 609 567-2824 E-MAIL 610 Freedom Business Center Drive, Suite 300 ADDRESS: rivey@mckeerisk.com King of Prussia, PA 19406-1329 INSURED Asphalt Paving Systems Inc. 500 N. Egg Harbor Road P O Box 530 Hammonton, NJ 08037 INSURER(S) AFFORDING COVERAGE INSURERA: Starr Indemnity & Liability Company INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : NAIC # 38318 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER (MM/DD/YYYY) MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY X 1000025864231 04/01/2023 04/01/2024 EACH OCCURRENCE $2,000,000 CLAIMS -MADE �X OCCUR PREMISES (Ea RENTED $100,000 MED EXP (Any one person) $ 5,000 GENT AGGREGATE LIMIT APPLIES PER: POLICY XI JECT LOC OTHER: A AUTOMOBILE LIABILITY X 1000008480231 X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY A UMBRELLA LAB H OCCUR X 1000586980231 X EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ A WORKERS COMPENSATION 1000004574 AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? F7N N / A (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below PERSONAL& ADV INJURY $2,000,000 GENERAL AGGREGATE $4,000,000 PRODUCTS - COMP/OPAGG $4,000,000 04/01/2023 04/01/202 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ (Per accident) $ 04/01/2023 04/01/2024 EACH OCCURRENCE AGGREGATE $10,000,000 $10,000,000 04/01/2023 04/01/202 X ;` E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 IE.L.DISEASE- POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Pavement Management (Preservation & Surfacing) Continuing Services; It is agreed that the City of Gainesville, Florida, a municipal corporation, its officials, employees and volunteers are included as Additional Insureds with respect to the operations performed by the Named Insured if required by written contract per ISO Forms CG2010-12/19, CG2037-12/19. CERTIFICATE HOLDER CANCELLATION City of Gainesville, Florida, SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN a municipal corporation ACCORDANCE WITH THE POLICY PROVISIONS. 200 E University Avenue Gainesville, FL 32601 AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD