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HomeMy Public PortalAboutRepublic Construction Contract - Town Hall Addition,'10 -AIA Document A105rm — 2017 Standard Short Form of Agreement Between Owner and Contractor AGREEMENT made as of the 22 day of September in the year 201/7 BETWEEN the Owner: Town of Gulf Stream 100 Sea Road Gulf Stream, FL 33483 and the Contractor: Republic Construction Corp 601 N Congress Ave Suite 437 Delray Beach, FL 33445 for the following Project: Town Hall Addition 100 Sea Road, Gulf Stream, FL 33483 The Architect: Bridges, Marsh & Associates 18 Via Mizner Palm Beach, FL 33480 The Owner and Contractor agree as follows ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. Init. AIA Document At 05- — 2017. Copyright ®1993, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAe Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:11:27 on 10/05/2017 under Order No.3489887312 which expires on 10/05/2018, and is not for resale. User Notes: (877409873) TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 3 CONTRACT SUM 4 PAYMENTS 5 INSURANCE 6 GENERAL PROVISIONS 7 OWNER 8 CONTRACTOR 9 ARCHITECT 10 CHANGES IN THE WORK 11 TIME 12 PAYMENTS AND COMPLETION 13 PROTECTION OF PERSONS AND PROPERTY 14 CORRECTION OF WORK 15 MISCELLANEOUS PROVISIONS 16 TERMINATION OF THE CONTRACT 17 OTHER TERMS AND CONDITIONS ARTICLE 1 THE CONTRACT DOCUMENTS The Contractor shall complete the Work described in the Contract Documents for the Project. The Contract Documents consist of .1 this Agreement signed by the Owner and Contractor; .2 the drawings and specifications prepared by the Architect, dated , and enumerated as follows: Drawings: Number Title Date See Attached: Exhibit A - Drawings Specifications: Section Title Pages .3 addenda prepared by the Architect as follows: Number Date Pages 01 July 3, 2017 3 02 July 6, 2017 1 Init. AIA Document A'105" —2017. Copyright ®1993, 2007 and 2017 by The American InstRule of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and IntemationaI Treaties. Unauthorized reproduction or distribution of this AIAe Document, or any 2 \/ portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:11:27 on 10/05/2017 under Order No.3489887312 which expires on 10/05/2018, and is not for resale. User Notes: (877409873) .4 written orders for changes in the Work, pursuant to Article 10, issued after execution of this Agreement; and .5 other documents, if any, identified as follows: Soil Report by Nutting Engineers, Dated June 2017, Order NO. 17948.1 ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 2.1 The Contract Time is the number of calendar days available to the Contractor to substantially complete the Work. § 2.2 Date of Commencement: Unless otherwise set forth below, the date of commencement shall be the date of this Agreement. (Paragraph deleted) Owner shall provide Notice to Proceed as reasonably accepted by Contract but in no event shall commencement take place until permit is issued and notice of commencement is recorded by Owner. § 2.3 Substantial Completion: Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall achieve Substantial Completion, as defined in Section 12.5, of the entire Work: [ SUBSTANTIAL COMPLETION ] Not later than one hundred and eighty ( 180 ) calendar days from the date of commencement. [ FINAL COMLETION ] By the following date: 30 days after substantial completion ARTICLE 3 CONTRACT SUM § 3.1 The Contract Sum shall include all items and services necessary for the proper execution and completion of the Work. Subject to additions and deductions in accordance with Article 10, the Contract Sum is: Two hundred twenty four thousand nine hundred and no/100 dollars ($224,900.00 ) § 3.2 Allowances, if any, included in the Contract Sum are as follows: (Row deleted) Item Price Carpet, installed including materials and $30.00/sq. yd. labor § 3,3 (Paragraphs deleted) Unit prices, if any, are as follows: Item Soil excavation and de -mucking Helical Piers Units and Limitations Not to exceed 6'-0" from existing grade. Helical piers to 10'-0" from existing grade. Price per Unit ($0.00) Lump Sum included in contract sum. Helical piers past 10' — 0" at the rate of $150.00 per LF, min. 5' extension until required capacity is achieved. (Table deleted) (Paragraphs deleted) (Table deleted) (Paragraphs deleted) Inst. AIA Document A105- —2017. Copyright ®1993, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:11:27 on 10/05/2017 under Order No.3489887312 which expires on 10/05/2018, and is not for resale. It/`r(�///►\),) User Notes: (877409873) ARTICLE 4 PAYMENTS § 4.1 Based on Contractor's Applications for Payment certified by the Architect, the Owner shall pay the Contractor, in accordance with Article 12, as follows: Application for payment shall be submitted by the 251" day of each month for payment due by the 10'" date of the following month less 10% retention. Once Contractor achieves 50% completion of project retainage shall be reduced to 5%. Retention shall be released for trades at 100% completion once work is inspected, approved by the Contractor, Architect and Owner and all conditions are met for proper closeout of that trade. Such requests for retention release for completed trades shall not be unreasonably withheld by Architect or Owner. Final payment shall be made within 30 days from completion subject to all contract requirements being satisfied. (Paragraphs deleted) ARTICLE 5 INSURANCE § 5.1 The Contractor shall maintain the following types and limits of insurance until the expiration of the period for correction of Work as set forth in Section 14.2, subject to the terms and conditions set forth in this Section 5.1: § 5.1.1 This contract hereby incorporates by reference the insurance section and requirements included in the Town of Gulf Stream RFP No. 17-100 section 19. LIABILITY INSURANCE, LICENSING, & PERMITS. This includes but is not limited to Comprehensive, General Liability Insurance; Comprehensive Automobile Liability Insurance; and Workers Compensation Insurance. § 5.1.2 The Contractor may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided that such primary and excess or umbrella insurance policies result in the same or greater coverage as those required under the Town of Gulf Stream RFP No. 17-100 section 19. LIABILITY INSURANCE, LICENSING, & PERMITS, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require exhaustion of the underlying limits only through the actual payment by the underlying insurers. § 5.1.3 The Owner shall provide builder's risk insurance to cover the total value of the entire Project on a replacement cost basis. § 5.1.4 Other Insurance Provided by the Contractor Coverage Limits 100% Performance and Payment Bonds shall be provided by Surety. (Table deleted) (Paragraphs deleted) § 5.2 The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance and shall provide property insurance to cover the value of the Owner's property. The Contractor is entitled to receive an increase in the Contract Sum equal to the insurance proceeds related to a loss for damage to the Work covered by the Owner's property insurance. § 5.3 The Contractor shall obtain an endorsement to its Commercial General Liability insurance policy to provide coverage for the Contractor's obligations under Section 8.12. § 5.4 Prior to commencement of the Work, each party shall provide certificates of insurance showing their respective coverages. Init. AIA Document A105- —2017. Copyright ®1993, 2007 and 2017 by The American Ins9tule of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAe Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the low. This document / was produced by AIA software at 12:11:27 on 10/05/2017 under Order No.3489887312 which expires on 10/05/2018, and is not for resale. User Notes: (877409873) § 5.5 Unless specifically precluded by the Owner's property insurance policy, the Owner and Contractor waive all rights against (1) each other and any of their subcontractors, suppliers, agents, and employees, each of the other; and (2) the Architect, Architect's consultants, and any of their agents and employees, for damages caused by fire or other causes of loss to the extent those losses are covered by property insurance or other insurance applicable to the Project, except such rights as they have to the proceeds of such insurance. ARTICLE 6 GENERAL PROVISIONS § 6.1 The Contract The Contract represents the entire and integrated agreement between the parties and supersedes prior negotiations, representations or agreements, either written or oral, except for those in the Town of Gulf Stream RFP No. 17-100 which are not in conflict with this contract, which the parties deem to be incorporated into this agreement by reference. The Contract may be amended or modified only by a written modification in accordance with Article 10. § 6.2 The Work The term "Work" means the construction and services required by the Contract Documents, and includes all other labor, materials, equipment, and services provided, or to be provided, by the Contractor to fulfill the Contractor's obligations. § 6.3 Intent The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all. § 6.4 Ownership and Use of Architect's Drawings, Specifications and Other Documents Documents prepared by the Architect are instruments of the Architect's service for use solely with respect to this Project. The Architect shall retain all common law, statutory, and other reserved rights, including the copyright. The Contractor, subcontractors, sub -subcontractors, and suppliers are authorized to use and reproduce the instruments of service solely and exclusively for execution of the Work. The instruments of service may not be used for other Projects or for additions to this Project outside the scope of the Work without the specific written consent of the Architect. § 6.5 Written Notice Written notice under this Agreement may be given by one party to the other as set forth below: To Owner at the following address: Town of Gulf Stream 100 Sea Road Gulf Stream, FL 33483 To Architect at the following address: Bridges, Marsh & Associates 18 Via Mizner Palm Beach, FL 33480 To Contractor at the following address: Republic Construction Corp 601 N Congress Ave Suite 437 Delray Beach, FL 33445 ARTICLE 7 OWNER § 7.1 Information and Services Required of the Owner § 7.1.1 If requested by the Contractor, the Owner shall furnish all necessary surveys and a legal description of the site. § 7.1.2 Except for permits and fees under Section 8.7.1 that are the responsibility of the Contractor, the Owner shall obtain and pay for other necessary approvals, easements, assessments, and charges. Init. AIA Document A1105- —2017. Copyright ®1993, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA• Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAe Document, or any 5 portion of It may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:11:27 on 10/05/2017 under Order No.3489887312 which expires on 10/05/2015, and Is not for resale. /7�\ User Notes: (877409873) § 7.1.3 Prior to commencement of the Work, at the written request of the Contractor, the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract. The Contractor shall have no obligation to commence the Work until the Owner provides such evidence. § 7.2 Owner's Right to Stop the Work If the Contractor fails to correct Work which is not in accordance with the Contract Documents, the Owner may direct the Contractor in writing to stop the Work until the correction is made. § 7.3 Owner's Right to Carry Out the Work If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies, correct such deficiencies. In such case, the Architect may withhold or nullify a Certificate for Payment in whole or in part, to the extent reasonably necessary to reimburse the Owner for the cost of correction, provided the actions of the Owner and amounts charged to the Contractor were approved by the Architect. § 7.4 Owner's Right to Perform Construction and to Award Separate Contracts § 7.4.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project. § 7.4.2 The Contractor shall coordinate and cooperate with the Owner's own forces and separate contractors employed by the Owner. ARTICLE CONTRACTOR § 8.1 Review of Contract Documents and Field Conditions by Contractor § 8.1.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become familiar with local conditions under which the Work is to be performed, and correlated personal observations with requirements of the Contract Documents. § 8.1.2 The Contractor shall carefully study and compare the Contract Documents with each other and with information famished by the Owner. Before commencing activities, the Contractor shall (1) take field measurements and verify field conditions; (2) carefully compare this and other information known to the Contractor with the Contract Documents; and (3) promptly report errors, inconsistencies, or omissions discovered to the Architect. § 8.2 Contractor's Construction Schedule The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and Architect's information a Contractor's construction schedule for the Work. § 8.3 Supervision and Construction Procedures § 8.3.1 The Contractor shall supervise and direct the Work using the Contractor's best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences, and procedures, and for coordinating all portions of the Work. § 8.3.2 The Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner, through the Architect, the names of subcontractors or suppliers for each portion of the Work. The Contractor shall not contract with any subcontractor or supplier to whom the Owner or Architect have made a timely and reasonable objection. § 8.4 Labor and Materials § 8.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work. § 8.4.2 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract Work. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. Init. AIA Document Al 115'v —2017. Copyright ®1993, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAe Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document / was produced by AIA software at 12:11:27 on 1010512017 under Order No. 3489887312 which expires on 10/05/2018, and is not for resale. User Notes: (877409873) § 8.5 Warranty The Contractor warrants to the Owner and Architect that: (1) materials and equipment furnished under the Contract will be new and of good quality unless otherwise required or permitted by the Contract Documents; (2) the Work will be free from defects not inherent in the quality required or permitted; and (3) the Work will conform to the requirements of the Contract Documents. Any material or equipment warranties required by the Contract Documents shall be issued in the name of the Owner, or shall be transferable to the Owner, and shall commence in accordance with Section 12.5. § 8.6 Taxes The Contractor shall pay sales, consumer, use, and similar taxes that are legally required when the Contract is executed. § 8.7 Permits, Fees and Notices § 8.7.1 The Contractor shall obtain the building permit and other permits and governmental fees, licenses, and inspections necessary for proper execution and completion of the Work. Owner shall pay for all permits, sub -permits and any future plan revisions and or completion or certificate of occupancy fees. § 8.7.2 The Contractor shall comply with and give notices required by agencies having jurisdiction over the Work. If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume full responsibility for such Work and shall bear the attributable costs. The Contractor shall promptly notify the Architect in writing of any known inconsistencies in the Contract Documents with such governmental laws, rules, and regulations. § 8.8 Submittals The Contractor shall promptly review, approve in writing, and submit to the Architect shop drawings, product data, samples, and similar submittals required by the Contract Documents. Shop drawings, product data, samples, and similar submittals are not Contract Documents. Architect shall tum around all shop drawings and submittals with 7 calendar days. § 8.9 Use of Site The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits, the Contract Documents, and the Owner. § 8.10 Cutting and Patching The Contractor shall be responsible for cutting, fitting, or patching required to complete the Work or to make its parts fit together properly. § 8.11 Cleaning Up The Contractor shall keep the premises and surrounding area free from accumulation of debris and trash related to the Work. At the completion of the Work, the Contractor shall remove its tools, construction equipment, machinery, and surplus material; and shall properly dispose of waste materials. § 8.12 Indemnification To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Owner, Architect, Architect's consultants, and agents and employees of any of them, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. ARTICLE 9 ARCHITECT § 9.1 The Architect will provide administration of the Contract as described in the Contract Documents. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. Init. AIA Document A105- —2017. Copyright m 1993, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIAe Document is protected by U.S. Copyright Law and Intemational Treaties. Unauthorized reproduction or distribution of this AIAe Document, or any 7 portion of IR may result in severe civll and criminal penalties, end will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:11:27 on 1 010 512 01 7 under Order No.3489887312 which expires on 1010512018, and is not for resale. User Notes: (877409873) § 9.2 The Architect will visit the site at intervals appropriate to the stage of construction to become generally familiar with the progress and quality of the Work. § 9.3 The Architect will not have control over or charge of, and will not be responsible for, construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's responsibility. The Architect will not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents. § 9.4 Based on the Architect's observations and evaluations of the Contractor's Applications for Payment, the Architect will review and certify the amounts due the Contractor. § 9.5 The Architect has authority to reject Work that does not conform to the Contract Documents § 9.6 The Architect will promptly review and approve or take appropriate action upon Contractor's submittals, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. § 9.7 On written request from either the Owner or Contractor, the Architect will promptly interpret and decide matters concerning performance under, and requirements of, the Contract Documents. § 9.8 Interpretations and decisions of the Architect will be consistent with the intent of, and reasonably inferable from the Contract Documents, and will be in writing or in the form of drawings. When making such interpretations and decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either and will not be liable for results of interpretations or decisions rendered in good faith. § 9.9 The Architect's duties, responsibilities, and limits of authority as described in the Contract Documents shall not be changed without written consent of the Owner, Contractor, and Architect. Consent shall not be unreasonably withheld. ARTICLE 10 CHANGES IN THE WORK § 10.1 The Owner, without invalidating the Contract, may order changes in the Work within the general scope of the Contract, consisting of additions, deletions or other revisions, and the Contract Sum and Contract Time shall be adjusted accordingly, in writing. If the Owner and Contractor cannot agree to a change in the Contract Sum, the Owner shall pay the Contractor its actual cost plus reasonable overhead and profit. § 10.2 The Architect may authorize or order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. Such authorization or order shall be in writing and shall be binding on the Owner and Contractor. The Contractor shall proceed with such minor changes promptly. § 10.3 If concealed or unknown physical conditions are encountered at the site that differ materially from those indicated in the Contract Documents or from those conditions ordinarily found to exist, the Contract Sum and Contract Time shall be subject to equitable adjustment. ARTICLE 11 TIME § 11.1 Time limits stated in the Contract Documents are of the essence of the Contract. § 11.2 If the Contractor is delayed at any time in progress of the Work by changes ordered in the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties, or other causes beyond the Contractor's control, the Contract Time shall be subject to equitable adjustment. § 11.3 Costs caused by delays or by improperly timed activities or defective construction shall be borne by the responsible party. Init. AIA Document A105--2017. Copydr O 1993, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:11:27 on 10/05/2017 under Order No,3489887312 which expires on 10/05/2018, and is not for resale. User Notes: (877409873) ARTICLE 12 PAYMENTS AND COMPLETION § 12.1 Contract Sum The Contract Sum stated in this Agreement, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. § 12.2 Applications for Payment § 12.2.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment for Work completed in accordance with the values stated in this Agreement. The Application shall be supported by data substantiating the Contractor's right to payment as the Owner or Architect may reasonably require, such as evidence of payments made to, and waivers of liens from, subcontractors and suppliers. Payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment stored, and protected from damage, off the site at a location agreed upon in writing. § 12.2.2 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment, all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information, and belief, be free and clear of liens, claims, security interests, or other encumbrances adverse to the Owner's interests. § 12.3 Certificates for Payment The Architect will, within seven days after receipt of the Contractor's Application for Payment, either (1) issue to the Owner a Certificate for Payment in the full amount of the Application for Payment, with a copy to the Contractor; (2) issue to the Owner a Certificate for Payment for such amount as the Architect determines is properly due, and notify the Contractor and Owner in writing of the Architect's reasons for withholding certification in part; or (3) withhold certification of the entire Application for Payment, and notify the Contractor and Owner of the Architect's reason for withholding certification in whole. If certification or notification is not made within such seven-day period, the Contractor may, upon seven additional days' written notice to the Owner and Architect, stop the Work until payment of the amount owing has been received. The Contract Time and the Contract Sum shall be equitably adjusted due to the delay. § 12.4 Progress Payments § 12.4.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner provided in the Contract Documents. § 12.4.2 The Contractor shall promptly pay each subcontractor and supplier, upon receipt of payment from the Owner, an amount determined in accordance with the terms of the applicable subcontracts and purchase orders. § 12.4.3 Neither the Owner nor the Architect shall have responsibility for payments to a subcontractor or supplier. § 12.4.4 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the requirements of the Contract Documents § 12.5 Substantial Completion § 12.5.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so the Owner can occupy or utilize the Work for its intended use. § 12.5.2 When the Contractor believes that the Work or designated portion thereof is substantially complete, it will notify the Architect and the Architect will make an inspection to determine whether the Work is substantially complete. When the Architect determines that the Work is substantially complete, the Architect shall prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion, establish the responsibilities of the Owner and Contractor, and fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. Inst. AIA Document A105- —2017. Copyrighlto 1993, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any g portion of 14 may result In severe civil and cdminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:11:27 on 10/05/2017 under Order No.3489887312 which expires on 10/05/2018, and is not for resale. User Notes: (877409873) § 12.6 Final Completion and Final Payment § 12.6,1 Upon receipt of a final Application for Payment, the Architect will inspect the Work. When the Architect finds the Work acceptable and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment § 12.6.2 Final payment shall not become due until the Contractor submits to the Architect releases and waivers of liensfor each material supplier and or subcontractor that provides a notice to Owner. § 12.6.3 Acceptance of final payment by the Contractor, a subcontractor or supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 13 PROTECTION OF PERSONS AND PROPERTY The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs, including all those required by law in connection with performance of the Contract. The Contractor shall take reasonable precautions to prevent damage, injury, or loss to employees on the Work and other persons who may be affected thereby, the Work and materials and equipment to be incorporated therein, and other property at the site or adjacent thereto. The Contractor shall promptly remedy damage and loss to property caused in whole or in part by the Contractor, or by anyone for whose acts the Contractor may be liable. ARTICLE 14 CORRECTION OF WORK § 14.1 The Contractor shall promptly correct Work rejected by the Architect as failing to conform to the requirements of the Contract Documents. The Contractor shall bear the cost of correcting such rejected Work, including the costs of uncovering, replacement, and additional testing. § 14.2 In addition to the Contractor's other obligations including warranties under the Contract, the Contractor shall, for a period of one year after Substantial Completion, correct work not conforming to the requirements of the Contract Documents. § 14.3 If the Contractor fails to correct nonconforming Work within a reasonable time, the Owner may correct it in accordance with Section 7.3. ARTICLE 15 MISCELLANEOUS PROVISIONS § 15,1 Assignment of Contract Neither party to the Contract shall assign the Contract as a whole without written consent of the other. § 15.2 Tests and Inspections § 15.2.1 At the appropriate times, the Contractor shall arrange and bear cost of tests, inspections, and approvals of portions of the Work required by the Contract Documents or by laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. Contractor shall employee a professional testing firm regularly engage in the testing materials and inspections. Contractor excludes special inspectors, engineering of any kind, masonry inspections, threshold inspections, on-site inspections or monitoring of helical piers, pilings, excavation, de -mucking operations, compaction or de -watering operations. Contractor includes standard soil density inspections after the installation of helical piers, de -mucking operations and final finish slab grades have been achieved. § 15.2.2 If the Architect requires additional testing, the Contractor shall perform those tests as a direct pass through expense to the Owner § 15.2.3 The Owner shall bear cost of tests, inspections, or approvals that do not become requirements until after the Contract is executed. The Owner shall directly arrange and pay for tests, inspections, or approvals where building codes or applicable laws or regulations so require. § 15.3 Governing Law The Contract shall be governed and construed in accordance with Florida law. Venue for any disputes shall be in the state courts of the State of Florida in Palm Beach County. Init. AIA Document A105--2017. Copyright ®1993, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any 10 VC/ portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:11:27 on 10/05/2017 under Order No.3489887312 which expires on 1010512018, and is not for resale. User Notes: (877409873) ARTICLE 16 TERMINATION OF THE CONTRACT § 16.1 Termination by the Contractor If the Work is stopped under Section 12.3 for a period of 14 days through no fault of the Contractor, the Contractor may, upon seven additional days' written notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work executed including reasonable overhead and profit, and costs incurred by reason of such termination. Reasonable Overhead and Profit shall be 10% for Overhead and 10% for profit. § 16.2 Termination by the Owner for Cause § 16.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the subcontractors; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .4 is otherwise guilty of substantial breach of a provision of the Contract Documents. § 16.2.2 When any of the above reasons exist, the Owner, after consultation with the Architect, may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven days' written notice, terminate employment of the Contractor and may .1 take possession of the site and of all materials thereon owned by the Contractor, and .2 finish the Work by whatever reasonable method the Owner may deem expedient. § 16.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 16.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. § 16.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to the Owner. This obligation for payment shall survive termination of the Contract. § 16.3 Termination by the Owner for Convenience The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. The Contractor shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed. Reasonable Overhead and Profit shall be 10% for Overhead and 10% for profit. ARTICLE 17 PUBLIC RECORDS § 17.1 Required Public Records Contract Language under FS § 119.0701 The contractor shall comply with Chapter 119, Florida Statutes. Specifically, if the Contractor is acting on behalf of the Town, the Contractor Shall: 1. Keep and maintain public records required by the Town to perform the services being performed by the Contractor. 2. Upon request from the Town's custodian of public records or designee, provide the Town with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. 3. Ensure that records exempt or confidential and exempt from 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 Town. 4. Upon completion of the Contract, transfer at no cost to the Town, all public records in possession of the Contractor or keep and maintain public records required by the Town to perform the service. If the Contractor transfers all public records to the Town upon completion of the Contract, the Contractor shall destroy any duplicate records that are exempt or confidential and exempt from public records disclosure Init. AIA Document A105Ta —2017. Copyright (0 1993, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIAe Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAe Document, or any 11 portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document ®was produced by AIA software at 12:11:27 on 10/05/2017 under Order N0.3489887312 which expires on 10/0512018, and is not for resale. User Notes: (877409873) requirements. If the Contractor keeps and maintains public records upon completion of the Contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Town, upon request from the Town's custodian of public records or designee, in a format that is compatible with the information technology systems of the Town. 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: TOWN CLERK 100 SEA ROAD GULF STREAM, FLORIDA 33483. (561) 276-5116 rtaylor@gulf-stream.org ARTICLE 18 OTHER TERMS AND CONDITIONS (Insert any other terms or conditions below.) 1. Permit and impact fees shall be paid by Owner. 2. Survey and benchmark shall be provided by Owner. Contractor shall provide form board layout and survey, stem wall survey, and final as -built survey. 3. Landscaping, sod and irrigation removal, replacement, or repairs are excluded. 4. Soil reports have been received and acknowledged. 5. De -watering is excluded 6. Removal and re -setting of fixtures, furniture and town hall property in the occupied spaces prior to construction is the responsibility of the Owner. Contractor shall notify and coordinate with the Owner for same. 7. Electrical fixtures have not been specified and therefore have been excluded. 8. The Contractor and Owner waive claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver is applicable without limitation to all consequential damages due to either parties termination in accordance with article 16. This Agreement entered into as of the day and year first written above. OWNER _fI 1It It I 11 le ted nai e and tale) 1 :ri. .L _ IL . Jrr, it CONTRACTOR (Signature) s -1(Printed name and title) LICENSE NO.: C6jC. /.If OS0 6-T JURISDICTION: S-r4TE OF FI.D04PA- Init. AIA Document A105--2017. Copyright ®1993, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIAe Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAe Document, or any 12 portion of It may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document t was produced by AIA software at 12:11:27 on 10/05/2017 under Order No.3489887312 which expires an 10/05/2018, and Is not for resale. ® User Notes: (877409873) 9 TOWN OF GULF STREAM, FLORIDA Request for Proposals, RFP No. 17-100 EXHIBIT A All work performed shall be in accordance with the following documents provided by Bridges, Marsh & Associates, Inc.: CS 1 Cover Sheet 03-12db Survey A 1.1 Site Plan D 1 Demolition Plan A 2.1 Floor Plan A 2.2 Reflective Ceiling Plan A 3.1 Roof Plan A 4.1 Exterior Elevations A 4.2 Exterior Elevations A 5.1 Building Sections A 6.1 Typical Wall Section and Details A 7.1 Typical Wall Section and Details A 8.1 Typical Wall Section and Details A 9.1 Schedules; Door and Window Elevations S 100 Foundation; Roof Framing Plans S200 Sections and Details S300 Schedules and Details S301 Structural Specifications E 0.1 Electrical Notes and Specifications E 1.1 Floor Plans E 2.1 Lighting Plan M 0.1 Mechanical General Notes M 0.2 Mechanical Schedule and Mechanical Notes M 1.1 Mechanical Plan M 5.1 Mechanical Details M 6.1 Mechanical Specifications C 1 Drainage Plan F �D4