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Traffic Control Devices, LLC - Michael Blake Blvd at SR 434 Signalization Contruction Agreement 2023 06 08
CITY OF WINTER SPRINGS MICHAEL BLAKE BLVD AT SR 434 SIGNALIZATION CONSTRUCTION AGREEMENT THIS AGREEMENT is made this day of j uw�,e_ , 2023, by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation ("OWNER") and TRAFFIC CONTROL DEVICES,LLC, a Florida Limited Liability Company authorized and duly licensed to do business in the State of Florida("CONTRACTOR"),as follows: 1. DESCRIPTION OF WORK- CONTRACTOR shall perform the work, in accordance with the Contract Documents,for the construction of new traffic signals at the intersection of Michael Blake Boulevard and State Road 434 in Winter Springs,Florida("the Project"). 2. CONTRACT DOCUMENTS-The Contract Documents consist of this Agreement;Exhibits and Addendum(s) to this Agreement; ITB Bid # 03-23 Documents issued by the City, dated March 01, 2023 (including Addenda, if any, and Approved Construction Plans prepared by Pegasus, dated February 21,2023, as may be amended,but excluding the sample agreements); Contractor's Bid Submittal, dated March 31, 2023; General Conditions, if any; Supplemental Terms and Conditions by the City, if any; and all Change Orders approved by the City after execution of this Agreement. These Contract Documents are fully incorporated herein by this reference. The CONTRACTOR represents and agrees that it has carefully examined and understands this Agreement and the other Contract Documents, has investigated the nature, locality and site of the Work and the conditions and difficulties under which it is to be performed and that it enters into this Agreement on the basis of its own examination, investigation and evaluation of all such matters and not in reliance upon any opinions or representations of the OWNER, or of any of their respective officers, agents, representatives, or employees. The Contract Documents are complementary, and what is called for by any one shall be as binding as if called for by all. The intent of the Contract Documents is to include all labor,materials, equipment, transportation, taxes, fees and incidentals necessary for the proper and complete execution of the Work for each Project. Materials or Work described in words which so applied have a well-known technical or trade meaning shall be held to refer to such recognized standards. Any discrepancies or omissions found in the Contract Documents shall be reported to the City's Project Manager immediately. The City's Project Manager will clarify discrepancies or omissions,in writing,within a reasonable time. 3. ORDER OF PRECEDENCE -In case of any inconsistency in any of the documents bearing on the Agreement between the OWNER and the CONTRACTOR, the inconsistency shall be resolved by giving precedence in the following order: a. Change Orders; b. This Agreement, including the Exhibits attached hereto and any Construction Agreement Signalization of Michael Blake Blvd and SR 434 City of Winter Springs and Traffic Control Devices,LLC Page 1 of 28 subsequent Addenda; c. Supplemental Terms and Conditions; d. General Terms and Conditions; e. Approved Construction and Engineering Plans and Drawings. f. Approved geotechnical Report g. Approved Florida Department of Transportation(FDOT)Permit h. ITB # 03-23 for the instillation of traffic signals at the intersection of Michael Blake Blvd and SR 434 issued by the City of Winter Springs dated March 01,2023,including any subsequently issued Addenda i. Contractor's Bid Submittal for ITB 03-23. Any inconsistency in the work description shall be clarified by the OWNER and performed by the CONTRACTOR. 4. AGREEMENT INTERPRETATION - At its discretion, during the course of the work, should any errors, ambiguities, or discrepancies be found in the Contract Documents, the OWNER at its sole discretion will interpret the intent of the Contract Documents and the CONTRACTOR hereby agrees to abide by the OWNER's interpretation of said Contract Documents, and agrees to carry out the work in accordance with the decision of the OWNER. 5. BRAND NAME MATERIALS - Whenever Materials, Articles, or Equipment are specified or described in the Drawings or Specifications by using the name of a proprietary item or the name of a particular Supplier,the naming of the item is intended to establish the type,function, and quality the material, article, or equipment required. The CONTRACTOR will be responsible for all coordination necessary to accommodate the material, article, or equipment being provided without additional cost to the OWNER. Unless the name is followed by words indicating that no substitution is permitted,a substitute material,article,or equipment is allowed if it is reasonably equivalent to the brand name specified and CONTRACTOR certifies in writing that the proposed substitute will adequately perform the functions called for by the general design,will be of similar and equal substance to that specified, and will be suited to the same use and capable of performing the same function as that specified. The OWNER has full discretion to decide whether a substitute is reasonably equivalent. CONTRACTOR must notify the OWNER in writing prior to use of the substitute for a specified brand name and must allow the OWNER to make a determination as to the suitability of the substitute before CONTRACTOR uses the substitute. Construction Agreement Signalization of Michael Blake Blvd and SR 434 City of Winter Springs and Traffic Control Devices,LLC Page 2 of 28 6. CONTRACT TIME - a. All provisions regarding Contract Time are essential to the performance of this Contract. b. The Work shall be substantially completed within five hundred and twenty ( 520 ) calendar days after the date when the Contract Time begins to run. The Work shall be finally completed,ready for Final Payment within thirty(30) calendar days after the actual date of Substantial Completion. The date of Substantial Completion of the Work is the date certified in writing by the OWNER when (1) construction is sufficiently complete, in accordance with the contract documents, so the OWNER can occupy or utilize the work for its intended purpose, as expressed by the contract documents, and (2) any additional project-specific requirements or milestones for "Substantial Completion" identified in the general, special, or technical conditions or construction plans have been satisfied. c. The parties acknowledge that the Contract Time provided in this Section includes consideration of adverse weather conditions common to Central Florida including the possibility of hurricanes and tropical storms. d. If applicable to the particular Work required by this Agreement, Float time is allocated specifically to the Contractor's responsibility for coordination of utility relocations as described in the General Conditions and is included in the Contract Time provided by this Section. OWNER will not consider any Contract Time extensions related to utility coordination matters including,but not limited to,utility relocations and conflicts,unless the utility relocation delays exceed the float time and also extend the Project Schedule's Critical Path. e. In the event that the Work requires phased construction,then multiple points of Substantial Completion may be established in the Supplementary Conditions. 7. LIQUIDATED DAMAGES - OWNER and CONTRACTOR recognize that time is of the essence of this Agreement and that OWNER will suffer financial loss if the Work is not substantially complete within the time specified in Paragraph 6 above, plus any extensions thereof allowed in accordance with the General Conditions.OWNER and CONTRACTOR also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration preceding the actual loss suffered by OWNER if the Work is not substantially complete on time. Accordingly,instead of requiring any such proof, OWNER and CONTRACTOR agree that as liquidated damages for delay (but not as a penalty) CONTRACTOR shall pay OWNER $1,694.00 for each calendar day that expires after the time specified in Paragraph 6 for substantial completion until the work is substantially complete and $500.00 for each calendar day that expires after the time specified in Paragraph 6 for final completion until the work is finally complete, and that OWNER has paid to CONTRACTOR the consideration of Ten ($10.00) Dollars as consideration for this provision. The liquidated damages provided in this Construction Agreement Signalization of Michael Blake Blvd and SR 434 City of Winter Springs and Traffic Control Devices,LLC Page 3 of 28 Section are intended to apply even if CONTRACTOR is terminated, in default, or if the CONTRACTOR has abandoned the Work. This provision binds Contractor's performance bond surety. 8. CONTRACT PRICE, UNIT PRICE CONTRACT - The OWNER will pay the CONTRACTOR in current funds for the performance of the work in accordance with the Contract Documents,subject to additions and deductions approved by Change Order,the Total Contract Price of EIGHT HUNDRED AND TWELVE THOUSAND TWO HUNDRED AND SIXTEEN DOLLARS AND 00/100 ($812,216.00). CONTRACTOR agrees to accept the Contract Price as full compensation for performing all Work, furnishing all Materials, and performing all Work embraced in the Contract Documents. The CONTRACTOR acknowledges that CONTRACTOR studied,considered,and included in CONTRACTOR's Total Bid all costs of any nature relating to: (1) performance of the Work under Florida weather conditions; (2) applicable law, licensing, and permitting requirements; (3) the Project site conditions, including but not limited to, subsurface site conditions; (4) the terms and conditions of the Contract Documents, including, but not limited to, the indemnification and no damage for delay provisions of the Contract Documents. The CONTRACTOR acknowledges that performance of the Work may involve significant Work adjacent to, above, and in close proximity to Underground Facilities including utilities which will require the support of active utilities, as well as, the scheduling and sequencing of utility installations,and relocations(temporary and permanent)by CONTRACTOR. (1) In addition to the acknowledgments previously made, the CONTRACTOR acknowledges that the CONTRACTOR's Total Bid (original Contract Price) specifically considered and relied upon CONTRACTOR's own study of Underground Facilities, utilities in their present, relocated (temporary and permanent) and proposed locations,and conflicts relating to utilities and Underground Facilities. (2) The CONTRACTOR acknowledges that CONTRACTOR's Total Bid (original Contract Price) considered and included all of CONTRACTOR's costs relating to CONTRACTOR's responsibilities to coordinate and sequence the Work of the CONTRACTOR with the work-of the OWNER, if any, with its own forces,the work of other contractors,if any,and the work of others at the Project site. Payments will be made to the CONTRACTOR for actual quantities installed on the basis of the Schedule of Unit Prices included as a part of the Bid,which shall be as fully a part of the Contract as if attached or repeated herein. Where the Contract Documents provide for Unit Price Work, the Contract Price stated in the Agreement will include for all Unit Price Work an amount equal to the sum of the Unit Prices for each item of Unit Price Work times the estimated quantity of each item as indicated in the Contract Documents. Each Unit Price will be deemed to include an amount considered by CONTRACTOR to be adequate to cover all costs, including supplemental and administrative costs,and profit. Construction Agreement Signalization of Michael Blake Blvd and SR 434 City of Winter Springs and Traffic Control Devices,LLC Page 4 of 28 i 9. TERMINATION• DEFAULT BY CONTRACTOR AND OWNER'S REMEDIES - The OWNER reserves the right to revoke and terminate this Agreement and rescind all rights and privileges associated with this Agreement, without penalty, for convenience. Further, the OWNER reserves the right to revoke and terminate this Agreement in the following circumstances,each of which shall represent a default and breach of this Agreement: a. CONTRACTOR defaults in the performance of any material covenant or condition of this Agreement and does not cure such other default within seven (7) calendar days after written notice from the OWNER specifying the default complained of,unless,however,the nature of the default is such that it cannot, in the exercise of reasonable diligence, be remedied within seven (7) calendar days, in which case the CONTRACTOR shall have such time as is reasonably necessary to remedy the default,provided the CONTRACTOR promptly takes and diligently and continuously pursues such actions as are necessary therefore; or b. CONTRACTOR is adjudicated bankrupt or makes any assignment for the benefit of creditors or CONTRACTOR becomes insolvent, or is unable or unwilling to pay its debts; or c. CONTRACTOR has acted negligently, as defined by general and applicable law, in performing the Work hereunder; or d. CONTRACTOR has committed any act of fraud upon the OWNER;or e. CONTRACTOR has made a material misrepresentation of fact to the OWNER while performing its obligations under this Agreement; or f. CONTRACTOR is experiencing a labor dispute,which threatens to have a substantial, adverse impact upon performance of this Agreement without prejudice to any other right, or remedy OWNER may have under this Agreement. In the event of an uncured default by CONTRACTOR, the OWNER shall have the right to exercise any other remedy the OWNER may have by operation of law,without limitation, and without any further demand or notice.In the event of such termination,OWNER shall be liable only for the payment of all unpaid charges,determined in accordance with the provisions of this j Agreement,for Work properly performed prior to the effective date of termination,which may be a set-off to OWNER's damages. i 10. FORCE MAJEURE - Any delay or failure of either party in the performance of its required obligations hereunder shall be excused if and to the extent caused by acts of God; fire; flood; windstorm; explosion; riot; war; sabotage; strikes (except involving CONTRACTOR's labor force); extraordinary breakdown of or damage to OWNER's affiliates' generating plants,their equipment,or facilities;court injunction or order;federal and/or state law or regulation;or order t Construction Agreement Signalization of Michael Blake Blvd and SR 434 City of Winter Springs and Traffic Control Devices,LLC Page 5 of 28 i I by any regulatory agency;provided that prompt notice of such delay is given by such parry to the other and each of the parties hereunto shall be diligent in attempting to remove such cause or causes.If any circumstance of Force Majeure remains in effect for sixty(60)days, OWNER may terminate this Agreement. 11. SEVERABILITY - In the event any portion or part thereof of this Agreement is deemed invalid, against public policy, void, or otherwise unenforceable by a court of law, the validity and enforceability of the remaining parts of this Agreement shall otherwise be fully enforceable. 12. PROGRESS PAYMENTS;DUE DATE FOR PROGRESS PAYMENTS; SUBMITTAL OF PAYMENT REQUESTS — No payments shall be made where a Payment and Performance Bond is required herein until OWNER receives a certified copy of the recorded Bond. OWNER shall make progress payments on account of the contract price to CONTRACTOR, on the basis of application for payments submitted to the OWNER or OWNER's Project Manager, by CONTRACTOR as the work progresses, and in accordance with the Contract Documents. Progress payments may be withheld if a. Work is found defective and not remedied; b. CONTRACTOR does not consent of surety with each payment application; c. Another contractor is damaged by an act for which CONTRACTOR is responsible; or d. In the opinion of the OWNER the CONTRACTOR's work is not progressing satisfactorily. OWNER herein designates an agent, i.e., an architect or engineer, that must approve any payment request or invoice before the payment request or invoice is submitted to OWNER for payment. If an agent must approve the payment request or invoice before the payment request or invoice is submitted to OWNER,payment is due 25 business days after the date on which the payment request or invoice is stamped as received as provided in s. 218.74(1), Florida Statutes, except to the extent that the payment request or invoice does not meet contract requirements. The CONTRACTOR may send OWNER an overdue notice. If the payment request or invoice is not rejected within 4 business days after delivery of the overdue notice,the payment request or invoice shall be deemed accepted, except for any portion of the payment request or invoice that is inaccurate or misleading. If an agent need not approve the payment request or invoice submitted by CONTRACTOR, payment is due 20 business days after the date on which the payment request or invoice is stamped as received as provided in s.218.74(1), Florida Statutes,except to the extent that the payment request or invoice does not meet contract requirements. If OWNER disputes a portion of a payment request or an invoice,the undisputed Construction Agreement Signalization of Michael Blake Blvd and SR 434 City of Winter Springs and Traffic Control Devices,LLC Page 6 of 28 portion shall be timely paid. OWNER shall reject payment requests or invoices in accordance with the procedure established in s. 218.735,Florida Statutes. OWNER hereby identifies the City's Finance Department as the agent or office to which the CONTRACTOR must submit payment requests or invoices. The OWNER further hereby identifies the City Director of Parks and Recreation as the agent that must approve payment requests prior to their submission to OWNER. 13. FINAL PAYMENT; CHANGE ORDERS - OWNER shall withhold up to 5% of the Contract Price throughout the project in accordance with the Local Government Prompt Payment Act ("Act"). The retainage amount withheld may be released with the Final Payment after the issuance of the Final Completion Certificate. Consent of surety is required for final payment. OWNER shall make final payment to CONTRACTOR within thirty(30)days after the work is fully and properly completed, if the contract has been fully and timely performed,but subject to the condition that final payment shall not be due until CONTRACTOR has delivered to OWNER all close-out documentation. By making payments OWNER does not waive claims including but not limited to: a. Faulty work appearing after substantial completion has been granted; b. Work that does not comply with the Contract Documents: c. Failure of Contractor to comply with any special guarantees required by the Contract Documents. Progress payments may be withheld if Work is found defective and not remedied;CONTRACTOR does not provide consent of surety with each progress application; a subcontractor is damaged by an act for which CONTRACTOR is responsible; or in the opinion of the OWNER, CONTRACTOR'S work, is not progressing satisfactorily. Further, OWNER may withhold additional payment in anticipation of liquidated damages equal to the product of the number of Days after the scheduled Contract Time (Substantial Completion or Final Completion) and the amount of liquidated damages set forth in this Contract if CONTRACTOR is behind schedule and it is anticipated by OWNER that the Work will not be completed within the Contract Time. The additional retainage, under this subsection, may at the OWNER'S discretion be withheld from subsequent Progress Payments. The City,by written change order and without invalidating the Agreement, may order extra Work or make changes by altering, adding to, or deducting from the Work, the contract sum being adjusted accordingly. Additional time required for any change in Work must be included with the requested Change Order. In giving instructions, the City's Project Manager will have authority to make minor changes in the Work, not involving extra cost or time, and not inconsistent with the purpose of the Work, but otherwise, except in an emergency endangering life or property, no extra work or change will be Construction Agreement Signalization of Michael Blake Blvd and SR 434 City of Winter Springs and Traffic Control Devices,LLC Page 7 of 28 i made unless it goes through the City's written Change Order process and is approved by the City, and no claim for an addition to the contract sum or time will be valid unless so ordered in writing. The value of any such extra Work or change will be determined in one or more of the following ways: a. By mutual acceptance of a lump sum. b. By unit prices named in the contract or subsequently agreed upon. C. By cost and percentage or by cost and a fixed fee. If none of the above methods is agreed upon, the CONTRACTOR, provided it receives an order as above, shall proceed with the work. In such case and also under case (3) above, the CONTRACTOR shall keep and present in such form as the City's Project Manager may direct, a correct account of the actual cost of labor and materials, substantiated by back-up documentation. In any case,the City's Project Manager will certify to the amount,including reasonable allowances for overhead and profit, due to the CONTRACTOR. Pending final determination of value, payments on account of changes will be made on the City's Project Manager's estimate. Furthermore,if the CONTRACTOR claims that any instructions by drawings or otherwise involve extra cost under the Contract Documents, it shall give the City written notice thereof within ten (10) days after the receipt of such instructions, and in any event before proceeding to execute the work, except in emergency endangering life or property, and the procedure shall then be as provided above under this section. Claims will not be processed unless filed in writing before any work has commenced. In addition, if the City's Project Manager deems it appropriate the City may accept defective or incomplete work, and an equitable deduction from the Contract Price will be made therefor by Change Order. 14. DESIGNATION OF PROJECT MANAGER OR ARCHITECT OR LANDSCAPE ARCHITECT:DUTIES AND AUTHORITY-The duties and authority of the OWNER are as follows: a. General Administration of Contract. The primary function of the OWNER is to provide the general administration of the contract. In performance of these duties,the City Manager or their authorized representative is the OWNER's Project Manager during the entire period of construction.The OWNER(CITY)may change the Project Manager during the term of this contract. b. Inspections, Opinions, and Progress Reports. The OWNER shall be kept familiar with the progress and quality of the work by CONTRACTOR and may make periodic visits to the work-site.The OWNER will not be responsible for the means of construction, or for the sequences, methods, and procedures used therein, or for the CONTRACTOR's failure to perform the work-in accordance with the Contract Documents. c. Access to Worksite for Inspections. The OWNER shall be given flee access to the worksite at all times during work preparation and progress. The Project Manager is not obligated to make exhaustive or continuous on-site inspections to perform his duties of Construction Agreement Signalization of Michael Blake Blvd and SR 434 City of Winter Springs and Traffic Control Devices,LLC Page 8 of 28 f I f checking and reporting on work progress,and any such inspections shall not waive Owner's claim regarding defective work by Contractor. No inspector is authorized to change any provision of the specifications without written authorization of the City's Project Manager, nor shall the presence or absence of an inspector relieve the CONTRACTOR from any requirements of the Contract Documents. If the specifications, the City's instructions, laws, ordinances, or any public authority, require any work to be specially tested or approved,the CONTRACTOR shall give the City timely notice of its readiness for inspection, and of the date fixed for such inspection. Inspections by the City's Project Manager will be promptly made. If upon inspection such work is found not in accordance with the Contract Documents,the CONTRACTOR shall pay such cost,including compensation for professional services,and an appropriate deductive Change Order shall be issued. d. Interpretation of Contract Documents: Decisions on Disputes. The OWNER will be the initial interpreter of the contract document requirements,shall and make decisions on claims and disputes between Contractor and Owner. e. Rejection and Stoppage of Work. The OWNER shall have authority to reject work which in its opinion does not conform to the Contract Documents, and in this connection may stop the work or a portion thereof,when necessary. f. Payment Certificates. The OWNER will determine the amounts owing to CONTRACTOR as the work progresses, based on CONTRACTOR's applications and OWNER's inspections and observations, and will issue certificates for progress payments and final payments in accordance with the terms of the Contract Documents. g. City Reviews and Status. The City's review, inspection, or approval of any Work, applications for payment, or other submittals shall be solely for the purpose of determining whether the same are generally consistent with the City's scope and requirements for the project. No review, inspection, or approval by the City of such Work or documents shall relieve the CONTRACTOR of its responsibility for the performance of its obligations under the Contract Documents or the accuracy, adequacy, fitness, suitability, or coordination of the Work. Approval by any governmental or other regulatory agency or other governing body of any Work, design document, or construction document shall not relieve CONTRACTOR of responsibility for the performance of its obligations under the Contract Documents. Payment by the City pursuant to the Contract Documents shall not constitute a waiver of any of the City's rights under the Contract Documents or at law, and CONTRACTOR expressly accepts the rislc that defects in its performance, if any,may not be discovered until after payment, including final payment, is made by the City. Notwithstanding the foregoing, prompt written notice shall be given by the City or City Project Manager to the CONTRACTOR if the City becomes aware of any fault or defect in the Projects or non-conformance with the Contract Documents. Furthermore,the City shall Construction Agreement Signalization of Michael Blake Blvd and SR 434 City of Winter Springs and Traffic Control Devices,LLC Page 9 of 28 not have control or charge of construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work, nor shall the CONTRACTOR,for any of the foregoing purposes,be deemed the agent of the City. 15. PROGRESS MEETINGS — OWNER'S Project Manager may hold periodic progress meetings on a monthly basis,or more frequently if required by the OWNER,during the term of work entered into under this Agreement. CONT ACTOR's Project Manager and all other appropriate personnel shall attend such meetings as designated by the OWNER'S Project Manager. 16. RESPONSIBILITIES OF CONTRACTOR - CONTRACTOR's duties and rights in connection with the project herein are as follows: a. Responsibility for Supervision and Construction. CONTRACTOR shall be solely responsible for all construction under this contract, including the techniques, sequences, procedures and means, for the coordination of all work. CONTRACTOR shall supervise and direct the work,and give the project all attention necessary for such proper supervision and direction. b. Discipline and Employment. CONTRACTOR shall maintain at all times strict discipline among his employees, and he agrees not to employ for work on the project any person unfit or without sufficient skill to perform the job for which he was employed. c. Furnishine of Labor, Materials, etc. CONTRACTOR shall provide and pay for all labor, materials and equipment, including tools, construction equipment and machinery, utilities, including water,transportation, and all other facilities and work necessary for the proper completion of work on the project in accordance with the Contract Documents. d. Payment of Taxes: Procurement of Licenses and Permits. CONTRACTOR shall secure all licenses and permits necessary for proper completion of the work,paying the fees thereof. CONTRACTOR warrants that it (and subcontractors or tradesmen, if authorized in the Contract Documents)hold or will secure all trade or professional licenses required by law for CONTRACTOR to undertake the contract work. e. Guarantee. The CONTRACTOR hereby guarantees the Work to the full extent provided in the Plans, Specifications, General Conditions, Special Conditions and other Contract Documents. The CONTRACTOR shall remove, replace and/or repair at its own expense and at the convenience of the OWNER any faulty, defective or improper Work, materials or equipment discovered within one (1) year from the date of the acceptance of the project as a whole by the Owner or for such longer period as may be provided in the Plans,Specifications,General Conditions,Special Conditions or other Contract Documents. Without limiting the generality of the foregoing, the CONTRACTOR warrants to the OWNER,that all materials and equipment furnished under this Agreement will be of first class quality and new, unless otherwise required or permitted by the other Contract Construction Agreement Signalization of Michael Blake Blvd and SR 434 City of Winter Springs and Traffic Control Devices,LLC Page 10 of 28 Documents,that the Work performed pursuant to this Agreement will be free from defects and that the Work will strictly conform with the requirements of the Contract Documents. Work not conforming to such requirements, including substitutions not properly approved and authorized, shall be considered defective. All warranties contained in this Agreement and in the Contract Documents shall be in addition to and not in limitation of all other warranties or remedies required and/or arising pursuant to applicable law. Furthermore, CONTRACTOR will provide written guarantee for work and materials for one(1)calendar year after acceptance by OWNER.The one(1)period is not a limitation upon manufacturer warranties or CONTRACTOR's payment and performance Bond(s). f. Project Site. The CONTRACTOR shall,among other things,(i)visit and thoroughly inspect the project site and any structure(s) or other man-made features to be modified and become familiar with local conditions under which the project will be constructed and operated; (ii) if applicable, familiarize itself with the survey, including the location of all existing buildings,utilities,conditions,streets,equipment,components,and other attributes having or likely to have an impact on the project;(iii)familiarize itself with the City's layout and design requirements, conceptual design objectives, and budget for the project; (iv) familiarize itself with pertinent Project dates,including the Project Schedule;(v)review and analyze all project geotechnical, hazardous substances, structural, chemical, electrical, mechanical,and construction materials tests,investigations,and recommendations;and(vi) gather any other information necessary for a thorough understanding of the project. If the project involves modifications to any existing structure(s) or other man-made feature(s) on the project site, the CONTRACTOR shall also review all as-built and record drawings, plans, and specifications of adjacent work which the CONTRACTOR has been requests from the City, and shall thoroughly inspect the existing structure(s) and man-made feature(s) to identify existing deficiencies and ascertain the specific locations of pertinent structural components. Claims by the CONTRACTOR resulting from its failure to familiarize itself with the project site or pertinent documents shall be deemed waived. 17. ASSIGNMENT - CONTRACTOR shall not assign or subcontract this Agreement, or any rights or any monies due or to become due hereunder without the prior,written consent of the OWNER. a. CONTRACTOR shall be fully responsible to OWNER for all acts and/or omissions performed by its subcontractors. b. If CONTRACTOR,prior to the commencement of any Work subcontracts any part of this Agreement by the subcontractor, CONTRACTOR shall require the subcontractor to provide OWNER and its affiliates with insurance coverage as set forth by the OWNER. 18. THUM PARTY RIGHTS -Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than OWNER and CONTRACTOR. Construction Agreement Signalization of Michael Blake Blvd and SR 434 City of Winter Springs and Traffic Control Devices, LLC Page 11 of 28 19. PROHIBITION AGAINST CONTINGENT FEES - CONTRACTOR warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONTRACTOR,to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the CONTRACTOR, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. 20. NO JOINT VENTURE-Nothing herein shall be deemed to create a joint venture or principal- agent relationship between the parties and neither party is authorized to,nor shall either party act toward third persons or the public in any manner which would indicate any such relationship with the other party. 21. INDEMNIFICATION—CONTRACTOR shall indemnify and hold harmless the OWNER, its officers, employees, agents, engineer, and city attorneys (individually and in their official capacity, from liability, losses, damages, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of CONTRACTOR and persons employed or utilized by CONTRACTOR in the performance of this Agreement. CONTRACTOR specifically assumes potential liability for actions brought by CONTRACTOR'S own employees against the OWNER and, solely for the purpose of this indemnification and defense, CONTRACTOR specifically waives its entitlement, if any, to immunity under Section 440.11,Florida Statutes. This waiver has been specifically and mutually negotiated by the parties. The indemnification provided above shall obligate the CONTRACTOR to defend at its own expense or to provide for such defense,at the option of the OWNER,as the case may be,of any and all claims of liability and all suits and actions of every name and description that may be brought against the OWNER or its officers, employees, and city attorneys which may covered by this indemnification. In all events the OWNER and its officers, employees, engineer, and city attorneys shall be permitted to choose legal counsel of its sole choice, the fees for which shall be reasonable and subject to and included with this indemnification provided herein. In consideration of the CONTRACTOR's indemnity obligations, ONE PERCENT (1%) OF THE CONTRACT SUM as specific consideration for CONTRACTOR's indemnification of OWNER and that the specific consideration is included in the original Contract Price allocated by CONTRACTOR among all pay items-receipt of which is acknowledged. The indemnity provisions set forth in this Paragraph shall survive termination of this Agreement. 22. SAFETY-CONTRACTOR shall be solely and absolutely responsible and assume all liability for the safety and supervision of its principals, employees, contractors, and agents while performing work, provided hereunder. More specifically, the CONTRACTOR shall be Construction Agreement Signalization of Michael Blake Blvd and SR 434 City of Winter Springs and Traffic Control Devices,LLC Page 12 of 28 responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Work. The CONTRACTOR shall take all necessary precautions for the safety of,and shall provide the necessary protection to prevent damage,injury, or loss to: 1. All employees on the project site and other persons who maybe affected thereby. 2. All the Work and all materials or equipment to be incorporated therein, whether in storage on or off the project site. 3. Other property at the project site or adjacent thereto. CONTRACTOR shall comply with all applicable Federal Occupational Safety and Health Administration(OSHA) and Florida Department of Transportation safety standards and shall assure and monitor the compliance of its Subcontractors with those same standards. CONTRACTOR shall work in compliance with the OSHA Hazardous Communication Standard and Florida Department of Environmental Protection guidelines, and shall supply all information about hazardous chemical being brought onto City property as required by any applicable City Safety and Loss Control Program. 23. CORPORATE REPRESENTATIONS BY CONTRACTOR - CONTRACTOR hereby represents and warrants to the OWNER the following: a. CONTRACTOR is duly registered and licensed to do business in the State of Florida and is in good standing under the laws of Florida, and is duly qualified and authorized to carry on the functions and operations set forth in this Agreement. b. The undersigned signatory for CONTRACTOR has the power,authority, and the legal right to enter into and perform the obligations set forth in this Agreement and all applicable exhibits thereto,and the execution,delivery, and performance hereof by CONTRACTOR has been duly authorized by the board of directors and/or president of CONTRACTOR.In support of said representation, CONTRACTOR agrees to provide a copy to the OWNER of a corporate certificate of good standing provided by the State of Florida prior to the execution of this Agreement. c. CONTRACTOR is duly licensed under all local, state and federal laws to provide the work stated in paragraph 1.0 herein. In support of said representation, CONTRACTOR agrees to provide a copy of all said licenses to the OWNER prior to the execution of this Agreement. 24. BOND - CONTRACTOR shall supply a materials, performance and payment bond(s) in accordance with Florida law and in substantially in conformance with the forms attached to the Agreement as Exhibit "A" and approved by the City Attorney. The materials, performance, and payment amounts shall be in an amount equal to 110% of the Contract Price for the work prescribed herein. The issuance of bonds required under this Agreement shall not relieve Contractor of any liability under the Agreement. Contractor shall remain jointly and severally Construction Agreement Signalization of Michael Blake Blvd and SR 434 City of Winter Springs and Traffic Control Devices,LLC Page 13 of 28 liable with any surety issuing a bond under the Contract. The premium for such bonds shall be included in the Contract Price. 25. INSURANCE -During the term of this Agreement, CONTRACTOR shall be responsible for providing the types of insurance and limits of liability as set forth under this Paragraph. Additionally, all independent contractors or agents employed by CONTRACTOR to perform any Work hereunder shall fully comply with the insurance provisions contained in these Contract Documents. a. The CONTRACTOR shall maintain comprehensive general liability insurance in the minimum amount of$2,000,000 as the combined single limit for each occurrence to protect the CONTRACTOR from claims of property damages which may arise from any Work performed under this Agreement whether such Work are performed by the CONTRACTOR or by anyone directly employed by or contracting with the CONTRACTOR. b. The CONTRACTOR shall maintain comprehensive automobile liability insurance in the minimum amount of$1,000,000 combined single limit bodily injury and minimum $1,000,000 property damage as the combined single limit for each occurrence to protect the CONTRACTOR from claims for damages for bodily injury, including wrongful death, as well as from claims from property damage, which may arise from the ownership, use, or maintenance of owned and non-owned automobiles,including rented automobiles whether such operations be by the CONTRACTOR or by anyone directly or indirectly employed by the CONTRACTOR. c. The CONTRACTOR shall maintain, during the life of this Agreement, adequate Workers' Compensation Insurance in at least such amounts as are required by law and Employer's Liability Insurance in the minimum amount of $2,000,000 for all of its employees performing Work for the OWNER pursuant to this Agreement. d. The CONTRACTOR shall maintain comprehensive builder risk insurance,which shall cover CONTRACTOR'S labor,and any materials and equipment to be used for completion of the Work performed under this Agreement, against all risks of direct physical loss, excluding earthquake and flood, for a minimum amount of the Total Contract Price. CONTRACTOR shall maintain the builder risk insurance required by this subsection until final completion. Current, valid insurance policies meeting the requirements herein identified shall be maintained during the term of this Agreement.A copy of a current Certificate of Insurance shall be provided to the OWNER by CONTRACTOR upon the Effective Date of this Agreement which satisfied the insurance requirements of this Paragraph. Renewal certificates shall be sent to the OWNER 30 days prior to any expiration date. There shall also be a 30-day advance written notification to the OWNER in the event of cancellation or modification of any stipulated insurance coverage. The 0MINERand its vagiuseta shall A**�' be an additional named insured on all stipulated insurance policies as its interest may Construction Agreement Signalization of Michael Blake Blvd and SR 434 City of Winter Springs and Traffic Control Devices,LLC Page 14 of 28 appear,from time to time,excluding worker's compensation and professional liability policies. Insurance covering the specified additional insureds shall be primary insurance,and all other insurance carried by the additional insured shall be excess insurance; and with respect to workers' compensation and employer's liability, comprehensive automobile liability, commercial general liability, and umbrella liability insurance, CONTRACTOR shall require CONTRACTOR's insurance carriers to waive all rights of subrogation against OWNER and its engineer,the engineer's consultants,and their respective officers,directors, partners,employees and agents. Each policy shall contain a cross liability or severability of interest clause or endorsement. 26. MEDIATION/VENUE - The parties agree that should any dispute arise between them regarding the terns or performance of this Agreement,both parties will participate in mediation. The parties agree to equally share the cost of the mediator. Should the parties fail to resolve their differences through mediation, then any cause of action filed hereunder shall be filed in the Circuit or County Court for SEMINOLE County, Florida. The CONTRACTOR's surety is bound by this provision. 27. GOVERNING LAW & VENUE - This Agreement is made and shall be interpreted, construed, governed, and enforced in accordance with the laws of the State of Florida. Venue for any state action or litigation shall be SEMINOLE County, Florida. Venue for any federal action or litigation shall be Orlando, Florida. The CONTRACTOR's surety is bound by this provision. 28. ATTORNEY'S FEES-Should either party bring an action to enforce any of the terms of this Agreement, each party shall bear its own costs and expenses of such action including, but not limited to, reasonable attorney's fees, whether at settlement, trial or on appeal. This provision does not apply to CONTRACTOR's surety. 30. WORK IS A PRIVATE UNDERTAKING - With regard to any and all Work performed hereunder,it is specifically understood and agreed to by and between the parties hereto that the contractual relationship between the OWNER and CONTRACTOR is such that the CONTRACTOR is an independent contractor and not an agent of the OWNER. The CONTRACTOR, its contractors, partners, agents, and their employees are independent contractors and not employees of the OWNER.Nothing in this Agreement shall be interpreted to establish any relationship other than that of an independent contractor,between the OWNER, on one hand, and the CONTRACTOR, its contractors, partners, employees, or agents, during or after the performance of the Worlc under this Agreement. 31. DOCUMENTS -Public Records: It is hereby specifically agreed that any record, document, computerized information and program,audio or video tape,photograph,or other writing of the CONTRACTOR and its independent contractors and associates related, directly or indirectly, Construction Agreement Signalization of Michael Blake Blvd and SR 434 City of Winter Springs and Traffic Control Devices,LLC Page 15 of 28 to this Agreement, may be deemed to be a Public Record whether in the possession or control of the OWNER or the CONTRACTOR. Said record,document,computerized information and program, audio or video tape,photograph,or other writing of the CONTRACTOR is subject to the provisions of Chapter 119,Florida Statutes, and may not be destroyed without the specific written approval of the OWNER's City Manager. Upon request by the OWNER, the CONTRACTOR shall promptly supply copies of said public records to the OWNER.All books, cards, registers,receipts, documents, and other papers in connection with this Agreement shall at any and all reasonable times during the normal working hours of the CONTRACTOR be open and freely exhibited to the OWNER for the purpose of examination and/or audit. Failure by CONTRACTOR to grant such access and comply with public records laws and/or requests shall be grounds for immediate unilateral cancellation of this Agreement by the OWNER upon delivery of a written notice of cancellation. If CONTRACTOR fails to comply with this Section,and the OWNER must enforce this Section,or the OWNER suffers a third-party award of attorney's fees and/or damages for violating Chapter 119, Florida Statutes, due to CONTRACTOR's failure to comply with this Section, the OWNER shall collect from CONTRACTOR prevailing party attorney's fees and costs, and any damages incurred by the City,for enforcing this Section against CONTRACTOR. And,if applicable,the OWNER shall also be entitled to reimbursement of all attorneys' fees and damages which the OWNER had to pay a third party because of the CONTRACTOR's failure to comply with this Section. The terms and conditions set forth in this Section shall survive the termination of this Agreement. The CONTRACTOR acknowledges that the OWNER is a Florida municipal corporation and subject to the Florida Public Records Law. CONTRACTOR agrees that to the extent any document produced by CONTRACTOR under this Agreement constitutes a Public Record; CONTRACTOR shall comply with the Florida Public Records Law. 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 AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, THE CITY CLERK,AT (407) 327-6560, City Clerk's Office, 1126 East State Road 434, Winter Springs, Florida 32708, or City- Clerk-Department@winterspringsfl.org. 32. SOVEREIGN IMMUNITY - The OWNER intends to avail itself of the benefits of Section 768.28,Florida Statutes and any other statutes and common law governing sovereign immunity to the fullest extent possible. Neither this provision nor any other provision of this Agreement shall be construed as a waiver of the OWNER's right to sovereign immunity under Section 768.28,Florida Statutes,or other limitations imposed on the OWNER's potential liability under state or federal law. CONTRACTOR agrees that OWNER shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, OWNER shall not be liable for any claim or judgment,or portion thereof,to any one person for over two hundred thousand dollars ($200,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds three hundred thousand dollars Construction Agreement Signalization of Michael Blake Blvd and SR 434 City of Winter Springs and Traffic Control Devices,LLC Page 16 of 28 ($300,000.00). Nothing in this Agreement is intended to inure to the benefit of any third parry for the purpose of allowing any claim which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. This paragraph shall survive termination of this Agreement. 33. HEADINGS-Paragraph headings are for the convenience of the parties only and are not to be construed as part of this Agreement. 34. INTEGRATION; MODIFICATION - The drafting, execution, and delivery of this Agreement by the Parties has been induced by no representations, statements, warranties, or agreements other than those expressed herein. This Agreement embodies the entire understanding of the parties, and there are no further or other agreements or understandings, written or oral,in effect between the parties relating to the subject matter hereof unless expressly referred to herein.Modifications of this Agreement shall only be made in writing signed by both parties. 35. WAIVER AND ELECTION OF REMEDIES - Waiver by either party of any terms, or provision of this Agreement shall not be considered a waiver of that term, condition, or provision in the future. No waiver, consent, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of each party hereto. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be considered an original agreement; but such counterparts shall together constitute but one and the same instrument. 36. DRAFTING - OWNER and CONTRACTOR each represent that they have both shared equally in drafting this Agreement and no party shall be favored or disfavored regarding the interpretation of this Agreement in the event of a dispute between the parties. 37. NOTICE-Any notices required to be given by the terms of this Agreement shall be delivered by hand or mailed,certified mail,return receipt requested,postage prepaid to: For CONTRACTOR: Traffic Control Devices, LLC Attn: George K. Hamil 242 North Westmonte Avenue Altamonte Springs,Florida 32714 (407) 869-5300 G.Hamil@tcd-usa.com For OWNER: City of Winter Springs Attn: City Manager Construction Agreement Signalization of Michael Blake Blvd and SR 434 City of Winter Springs and Traffic Control Devices,LLC Page 17 of 28 1126 E. State Road 434 Winter Springs,Florida 32708 (407) 327-1800 Either parry may change the notice address by providing the other parry written notice of the change.Any Notice given as provided herein shall be deemed received as follows: if delivered by personal service,on the date so delivered;if delivered to an overnight courier service,on the business day immediately following delivery to such service;and if mailed,on the third business day after mailing. 38. CONFLICT OF INTEREST. a. The CONTRACTOR agrees that it will not engage in any action that would create a conflict of interest in the performance of its obligations pursuant to this Contract with the OWNER or which would violate or cause others to violate the provisions of Part III, Chapter 112, Florida Statutes,relating to ethics in government and the OWNER'S Personnel Policies. b. The CONTRACTOR hereby certifies that no officer,agent or employee of the OWNER has any material interest(as deemed in Section 112.312 (15),Florida Statutes, as over five percent (5%) either directly or indirectly,in the business of the CONTRACTOR to be conducted here, and that no such person shall have any such interest at any time during the term of this CONTRACT. c. Pursuant to Section 216.347, Florida Statutes, the CONTRACTOR hereby agrees that monies received from the OWNER pursuant to this Agreement will not be used for the purpose of lobbying the Legislature or any other State or Federal Agency. 39. ADDITIONAL ASSURANCES. a. No principal(which includes officers,directors, or executive)or individual holding a professional license and performing Work under this Agreement is presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in any Work required by this Agreement by any Federal, State, or local governmental commission, department, corporation, subdivision, or agency; b. No principal (which includes officers,directors, or executive), individual holding a professional license and performing Work under this Agreement, employee, or agent has employed or otherwise provided compensation to,any employee or officer of the OWNER; and C. No principal(which includes officers, directors, or executive), individual holding a professional license and performing Work under this Agreement, employee or agent has Construction Agreement Signalization of Michael Blake Blvd and SR 434 City of Winter Springs and Traffic Control Devices,LLC Page 18 of 28 willfully offered an employee or officer of the OWNER any pecuniary or other benefit with the intent to influence the employee or officer's official action or judgment. 40. E-VERIFY - Pursuant to section 448.095, Florida Statutes, beginning January 1, 2021, any City contractors shall register with and use the U.S. Department of Homeland Security's E- Verify system,https://e-verify.uscis. og y/emp, to verify the work authorization status of all employees hired on and after January 1, 2021. City Contractors must provide evidence of compliance with section 448.095, Florida Statutes. Evidence shall consist of an affidavit from the Contractor stating all employees hired on and after January 1, 2021, have had their work authorization status verified through the E-Verify system and a copy of their proof of registration in the E-Verify system. Failure to comply with this provision will be a material breach of the contract, and shall result in the immediate termination of the contract without penalty to the City.The City Contractor shall be liable for all costs incurred by the City securing a replacement contract,including but not limited to,any increased costs for the same services, any costs due to delay, and rebidding costs, if applicable. If the City Contractor utilizes Subcontractors the following shall apply: a. Contractor shall also require all subcontractors performing work under the Agreement to use the E-Verify system for any employees they may hire during the term of the Agreement. b. Contractor shall obtain from all such subcontractors an affidavit stating the subcontractor does not employ,contract with,or subcontract with an unauthorized alien, as defined in section 448.095,Florida Statutes. C. Contractor shall provide a copy of all subcontractor affidavits to the City upon receipt and shall maintain a copy for the duration of the Agreement. IN WITNESS WHEREOF,the parties have hereunto set their hands and seal on the date first above written. CITY OF WINT R SPRINGS: By: —bt 4.A� PHI LIP HURSH City Mana er Date: Ze ) b Zv ATTEST- ER Q J CHRISTIAN GOWAN ;' City Clerk Construction Agreement Signalization of Michael Blake Blvd and SR 434 City of Winter Springs and Traffic Control Devices,LLC COUtZ� Page 19 of 28 Date: CONTRACTOR: Traffic Control Devices,LLC By: Print nam /title: 6+QAeo.1 04w-.), PqA%AAa&1 Date: [CONTINUED TO NEXT PAGE] STATE OF COUNTY OF The foregoing instrument was acknowledged before me by means of physical presence or �) online notarization, this _daXX ofJ , 20� b � �. C.tm W, ,the 1'( of who is personal -me or who produced as identification and who did take an oath. Construction Agreement Signalization of Michael Blake Blvd and SR 434 City of Winter Springs and Traffic Control Devices,LLC Page 20 of 28 (No ary Pub is Signa ure) c State of Florida Karen A Ricketson (Print Nam My Commission Notary Pub , o�HH1011512025 Commissio My Commission Expires: Construction Agreement Signalization of Michael Blake Blvd and SR 434 City of Winter Springs and Traffic Control Devices,LLC Page 21 of 28 EXHIBIT A PERFORMANCE BOND FORM Bond No. 107828171 TRAFFIC CONTROL BY THIS PERFORMANCE BOND, We DEVICES,LLC , as Principal, whose address is242 N.Westmonte Drive,Altamonte Springs,Florida 3271bnd telephone number is 407-869-5300 and TRAVELERS CASUALTY AND SURETY COMPANY ,as Surety,whose address is One Tower Square,Bond/51`13,Hartford CT 06183 and oFAMERICA telephone number is 215-255-2000 are bound to the City of Winter Springs, a Florida municipal corporation, as OWNER, whose address is 1126 E. State Road 434, Winter Springs, Florida 32708 and telephone number is 407-327-1800, in the initial sum of $ $ 893,437.61 (1 10% of Contract Price), or such greater amount as the Contract may be adjusted from time to time in accordance with the Contract between the Principal and OWNER) (the"Penal Sum"). WHEREAS,the Principal has executed a contract with the OWNER,dated May 22, 2023, for the construction of the Signalization of Michael Blake Blvd AT SR 434 project in the City of Winter Springs, Seminole County, Florida(the"Project");and WHEREAS,the OWNER has required the Principal to furnish a performance bond in accordance with law and as a condition of executing the Contract with Principal;and WHEREAS, this bond is being entered into to satisfy the requirements of Section 255.05(1), Florida Statutes and the Contract referenced above,as the same may be amended,and additionally, to provide common law rights more expansive than as required by statute. NOW THEREFORE, the Surety and the Principal, both joint and severally, and for themselves, their heirs, administrators,executors, successors and assigns agree as follows: 1. CONTRACT INCORPORATED; SURETY AND PRINCIPAL BOUND FOR FULL PERFORMANCE. The Contract is incorporated by reference and made a pant of this bond. The Surety and the Principal are bound for the full performance of the Contract including without exception all of the Contract Documents (as defined in the Contract) and all of their terms and conditions, both express and implied. Without limiting the Principal's and Surety's obligations under the Contract and this bond, the Principal and Surety agree: A. Promptly and faithfully perform their duties and all the covenants, terms, conditions, and obligations under the Contract including, but not limited to the insurance provisions, guaranty period and the warranty provisions, in the time and manner prescribed in the Agreement, and B. Pay OWNER all losses, damages, delay damages (liquidated or actual), expenses, costs and attorneys' fees under sections 627.428 or 627.756, Florida Statutes, including costs and attorney's fees on appeal that OWNER Sustains resulting directly or indirectly from Construction Agreement Signalization of Michael Blake Blvd and SR 434 City of Winter Springs and Traffic Control Devices,LLC any breach or default by Principal under the Contract, and C. Satisfy all claims and demands incurred under the Contract, and fully indemnify and hold harmless the OWNER from all costs and damages which it may suffer by reason or failure to do so. 2. OWNER'S AFFIDAVIT OF CONTRACTOR BREACH OR DEFAULT. If the OWNER shall provide to Surety the written affidavit of the OWNER stating that the Principal is in breach or default of the Contract, and that such breach or default remains uncured by the Principal,then upon delivery of such affidavit to the Surety in the method for providing notices as set forth in Paragraph 7 below, Surety must promptly notify the OWNER in writing which action it will take as permitted in Paragraph 3. 3. SURETY'S OBLIGATION UPON DELIVERY OF OWNER'S AFFIDAVIT OF CONTRACTOR'S BREACH OR DEFAULT. Upon the delivery of the OWNER's affidavit of breach or default by the Principal as provided in Paragraph 2 above, the Surety may promptly remedy the breach or default or must, within ten(10) days, proceed to take one of the following courses of action: A. Proceed Itself. Complete performance of the Contract including correction of defective and nonconforming Work through its own CONTRACTORS or employees, approved as being acceptable to the OWNER, in the OWNER's sole discretion, provided, however,that OWNER's discretion in approving the Surety's CONTRACTOR will not be unreasonably withheld as to any CONTRACTOR who would have qualified to offer a proposal on the Contract and is not affiliated in any way with the Principal. During this performance by the Surety, the OWNER will pay the Surety from its own funds only those sums as would have been due and payable to the Principal under the Contract as and when they would have been due and payable to the Principal in the absence of the breach or default not to exceed the amount of the remaining Contract balance less any sums due the OWNER under the Contract. During this performance by Surety, any payment bond required under the Contract must remain in full force and effect; or B. Tender a completing CONTRACTOR acceptable to OWNER. Tender a CONTRACTOR, together with a contact for fulfillment and completion of the Contract executed by the completing CONTRACTOR,to the OWNER for the OWNER's execution. OWNER's discretion to approve Surety's completing CONTRACTOR will not be unreasonably withheld as to any CONTRACTOR who would have qualified to offer a proposal on the contract and is not affiliated with the Principal. OWNER's discretion to approve CONTRACTOR as the completing CONTRACTOR and to approve the tendered contract shall be in OWNER's sole and absolute discretion. Upon execution by the OWNER of the contract for fulfillment and completion of the Contract, the completing CONTRACTOR must furnish to the OWNER a performance bond and a separate payment bond, each in the form of those bonds previously furnished to the OWNER for the Project by the Principal. Each such bond must be in the Penal Sum of the full cost to complete the Ccistrnction Agreement Signalization of Michael Blake Blvd and SR 434 City of Winter Springs and Traffic Control Devices,LLC Contract. The OWNER will pay the completing CONTRACTOR from its own funds only those stuns as would have been due and payable to the Principal under the Contract as and when they would have been due and payable to the Principal in the absence of the breach or default not to exceed the amount of the remaining Contract balance less any sums due the OWNER under the Contract. To the extent that the OWNER is obligated to pay the completing CONTRACTOR sums which would not have been due and payable to CONTRACTOR under the Contract (any su►tts in excess of the then remaining Contract balance less any sums due the OWNER under the Contract), the Surety must pay the OWNER the full amount of those sums at the time the completing CONTRACTOR tenders an invoice to the OWNER so that the OWNER can utilize those sums in making timely payment to the completing CONTRACTOR;or C.Tender the Full Penal Sum. Tender to the OWNER the full Penal Sum of the performance bond. The OWNER will refund to the Surety without interest any unused portion not spent by the OWNER procuring and paying a completing CONTRACTOR or completing the Contract itself, plus the cost allowed under Section 4, after completion of the contract for fulfillment and completion of the Contract and the expiration of any applicable warranties; or D. Other Acts. Take any other acts mutually agreed upon in writing by the OWNER and the S u rety. E. IT SHALL BE NO DEFENSE TO SURETY'S OBLIGATION TO UNDERTAKE ONE OF THE PRECEDING COURSES OF ACTION THAT THE PRINCIPAL CONTENDS THAT IT IS NOT IN BREACH OR DEFAULT OF THE CONTRACT, OR THAT THE NOTICE OF BREACH OR DEFAULT WAS DEFECTIVE, OR THAT THE PRINCIPAL HAS RAISED ANY OTHER CLAIM OF DEFENSE OR OFFSET, PROVIDED ONLY THAT THE SURETY HAS RECEIVED THE AFFIDAVIT OF THE OWNER AS SPECIFIED IN PARAGRAPH 2. 4. SURETY'S ADDITIONAL OBLIGATIONS. In addition to those duties set forth herein above, the Surety must promptly pay the OWNER (i) all losses, costs and expenses resulting from the Principal's breach(es) or default(s), including, without limitation, fees (including attorney's fees pursuant to sections 627.428 or 627.756, Florida Statutes and related costs), expenses and costs for architects, ENGINEERS, consultants,testing, surveying and attorneys, plus(ii) liquidated or actual damages, whichever may be provided for in the Contract, for lost use of the Project,plus(iii)re-procurement costs and fees and expenses,plus(iv)costs incurred at the direction, request, or as a result of the acts or omissions of the Surety; provided that in no event shall Surety's liability exceed the Penal Sum of this Bond. 5. SURETY'S WAIVER OF NOTICE. The Surety waives notice of any Modifications to the Contract, including changes in the Contract Time, the Contract Sum, the amount of liquidated damages, or the work to be performed under the Contract. Construction Agreement Signalization of Michael Blake Blvd and SR 434 City of Winter Springs and Traffic Control Devices,LLC 6. NO THIRD-PARTY BENEFICIARIES. The Surety provides this performance bond for the sole and exclusive benefit of the OWNER and OWNER's heirs, administrators, executors, successors and assigns. No other party, person or entity has any rights against the Surety. 7. METHOD OF NOTICE. All notices to the Surety, the Principal or the OWNER must be given by Certified Mail, Return Receipt Requested, to the address set fourth for each party below: SURETY: Name: TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA Attention: Dave Evans Street: One Tower Square,Bond/5PB City,State: Hartford CT Zip: 06183 PRINCIPAL: Name: TRAFFIC CONTROL DEVICES,LLC Attention: Gregory S.Cockman - -----� --- - � -- Street: 242 N.Westmonte Drive City, State: Altamonte Springs,Florida Zip: 32714 OWNER: The City of Winter Springs Attention:Shawn Boyle,City Manager 1126 E. State Road 434 Winter Springs, Florida 32708 (407)327-5957 with a copy to: Anthony A.Garganese,City Attorney Brown,Garganese, Weiss&D'Agresta,P.A. 11 I N. Orange Avenue, Suite 2000 Orlando, Florida 32802 (407)425-9566 Construction Agreement Signalization of Michael Blake Blvd and SR 434 City of Winter Springs and Traffic Control Devices,LLC 8. STATUE OF LIMITATIONS. Any statutory limitation, which may be contractually superseded,to the contrary notwithstanding,any action hereon may be instituted so long as the applicable statute of limitations governing the Contract (including any warranty period) has not rum or expired or within three (3) years following Final Completion of the Contract (including any warranty period) and acceptance of the Work performed under the Contract by the OWNER, whichever is longer. 9. RECITALS. The recitals contained in this Performance Bond are incorporated by reference herein and are expressly made a part of this Performance Bond, 10. GOVERNING LAW. This performance bond shall be governed by, and construed in accordance with, the laws of the State of Florida without regard to its conflict of laws provisions. 11. VENUE. In the event any legal action shall be filed upon this performance bond, venue shall lie exclusively in the Circuit Court for Seminole County, Florida. 12. MISCELLANEOUS. A. The Surety agrees that this performance bond shall afford the OWNER with all of the protections and rights afforded under Florida Statutes and under common law. B. This performance bond is issued in addition to any other bond or warranty required under the Contract including, but not limited to,any labor and materials payment bond and maintenance bond. Each bond issued tinder the Contract shall be construed as separate and distinct from each other. C. In the event that the Surety fails to fulfill its obligations under this performance bond, then the Surety shall also indemnify and hold the OWNER harmless from any and all loss, damage, cost and expense, including reasonable attorneys' fees and costs for all trial and appellate proceedings,resulting directly or indirectly from the Surety's failure to fulfill its obligations hereunder. This subsection shall survive the termination or cancellation of this performance bond. D. This performance bond shall remain in full force and effect until such time all the work, labor and materials under the Contract have been performed or provided to the OWNER's complete satisfaction,through the expiration of all warranty periods. Construction Agreement Signalization of Michael Blake Blvd and SR 434 City of Winter Springs and Traffic Control Devices,LLC Principal Surety TRAVELERS CASUALTY AND SURETY TRAFFIC CONTROL DEVICES, LLC COMPANY OF AMERICA (Typed Firm Name) (Typed Firm Name) (Seal) (Seal) By: By km;/0' iVk (Signs ure (Signature) 6¢6coza S Patricia A.Rambo (Printed Name) (Printed Name) pQ.-e—S l0(i.&�% Attorney-in-Fact (Title) (Title) 242 N.Westmonte Drive One Tower Square,Bond/5PB Altamonte Springs,Florida 32714 Hartford CT 06183 (Address) (Address) May 22,2023 May 22,2023 (Date of Execution) (Date of Execution) Construction Agreement Signalization of Michael Blake Blvd and SR 434 City of Winter Springs and Traffic Control Devices,LLC Travelers Casualty and Surety Company of America AA► Travelers Casualty and Surety Company TRAVELERS J St. Paul Fire and Marine Insurance Company POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company are corporations duly organized under the laws of the State of Connecticut (herein collectively called the"Companies"),and that the Companies do hereby make,constitute and appoint Patricia A.Rambo of PHILADELPHIA , Pennsylvania , their true and lawful Attorney(s)-in-Fact to sign, execute, seal and acknowledge any and all bonds, recognizances, conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. IN WITNESS WHEREOF,the Companies have caused this instrument to be signed,and their corporate seals to be hereto affixed,this 21st day of April, 2021. Y A/�� If AG �HMO N. o VA s State of Connecticut By: City of Hartford ss. Robert L.Rane , enior Vice President On this the 21st day of April, 2021, before me personally appeared Robert L. Raney, who acknowledged himself to be the Senior Vice President of each of the Companies, and that he, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing on behalf of said Companies by himself as a duly authorized officer. IN WITNESS WHEREOF, I hereunto set my hand and official seal. r, NOTARY My Commission expires the 30th day of June,2026 bt• rue:ic Anna P.Nowik,Notary Public c+....,. This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of each of the Companies,which resolutions are now in full force and effect,reading as follows: RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President,any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys-in-Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her;and it is FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary;and it is FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary; or (b) duly executed (under seal, if required) by one or more Attorneys-in-Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority;and it is FURTHER RESOLVED, that the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys-in- Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which it is attached. I, Kevin E. Hughes, the undersigned, Assistant Secretary of each of the Companies, do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies,which remains in full force and effect. Dated this 22ND day of MAY 2023 'DIY AI,pd ..i� �e W Na r kus—Tj) Kevin E. Hughes,Assi tant Secretary To verify the authenticity of this Power of Attorney,please calf us at 1-800-421-3880. Please refer to the above-named Attorney(s)-in-Pact and the details of the bond to which this Power ofAttorney is attached. FLORIDA DEPARTMENT OF FINANCIAL SERVICES PATRICIA A RAMBO License Number: W382801 Non Resident Insurance Lic ense Issue Date .0920-NONRES GEN LINES(PROP&CAS) 02/09/2017 NOTICE-This non-resident license is limited to the classes of insurance reflected above and is further limited to ONLY those classes of insurance for which you are licensed in your home state. ')a(/ Please Note: A licensee may only transact Insurance with an active appointment by an eligible insurer or employer. If you are acting as a surplus lines agent, public adjuster, or reinsurance intermediary manager/broker, you should have an appointment recorded in your own name on file with the Department If you are unsure of your license JeffAhvater status you should contaq the Florida Department of Financial Services Immediately. This license will expire if more than 46 months elapse without an appointment for Chief Financial Officer each class of insurance listed. If such expiration occurs, the Individual will be required to re-qualify as a first-time applicant. It this license was obtained by passing a licensure examination offered by the Florida Department of Financial Services, the licensee Is required to comply with continuing education requirements contained in State of Florida 626'28 15 or 648.385, Florida Statutes. A licensee may track their continuing education requirements completed or needed In their MyProfile account at https,//dice.fldfs.com. To validate the accuracy of this license you may review the Individual license record under "Licensee Search" on the Florida Department of Financial Services webshe at hnp:/Aw,w.MyFloridaCFO.cumVivishmiAgants EMMIDDIYY A I CERTIFICATE OF LIABILITY INSURANCE 76/2/2023 YY) 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Aon Risk Services Central,Inc. Aon Risk Services Central,Inc. PHONE FAX Philadelphia PA Office 4 Overlook Point A/ No Ex : 215-255-2000 (A/C. A/c No): One Liberty Place,Suite 1000 Lincolnshire,IL 60069 AIL ADDRESS: Philadelphia,PA 19103 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Greenwich Insurance Company 22322 INSURED INSURER B:XL Insurance America,Inc. 24554 Traffic Control Devices,LLC PO BOX 150418 INSURER C: Altamonte Springs,FL 32714 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 136306 REVISION NUMBER:2145106719 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 CONTRACT OR 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 D POLICYNUMBER MMIDDIYYYY MMIDDIYYYY A X COMMERCIAL GENERAL LIABILITY RGD300136205 8/1/2022 8/1/2023 EACHOCCURRENCE $ 2,000,000 CLAIMS-MADE FX7 OCCUR PREMISES Ea occurrence $ 500,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 POLICY T PRO ❑LOC PRODUCTS-COMP/OP AGG $ 2,000,000 JECT OTHER: $ A AUTOMOBILE LIABILITY RAD943783705(AOS) 8/1/2022 8/1/2023 COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANY AUTO RAD943786805(VI) BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAAIAGE $ AUTOS ONLY AUTOS ONLY Per acadent X $10,000 Med Pa $ UMBRELLALIAB OCCUR EACHOCCURRENCE $ EXCESSLIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ B WORKERS COMPENSATION RWD300135805(AOS) 8/1/2022 8/1/2023 X I PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER ANY PROPRIETOR/PARTNERIEXECUTIVE YIN RW R300135905 E.L.EACH ACCIDENT $ 2,000,000 OFFICER/MEMBER EXCLUDED? FN N I A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,des nbe under 2,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,maybe attached If more space is required) City of W inter Springs is listed as additional insured as required by written agreement but only according to policy terms,conditions and exclusions for liability arising from operations performed by or on behalf of the named insured. Waiver of subrogation applies only where required by written agreement unless claim arises out of negligence of the certificate holder. CERTIFICATE HOLDER CANCELLATION City of Winter Springs 1126 E.State Road 434 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Winter Springs,Florida 32708 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Aon Risk Services Central, Inc. ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD