CITY OF FERNANDINA BEACH
CONTRACT AND GENERAL CONDITIONS
FOR
CONSTRUCTION SERVICES
This AGREEMENT made on the _________ day of ___________in the year of 20____, BETWEEN the owner,
CITY OF FERNANDINA BEACH, 204 Ash Street, Fernandina Beach, FL 32034 (hereinafter referred to as
“Owner” or “City”) and the Contractor, (insert Name, Address, City, State, Zip)
PROJECT:
CONTRACTOR:
STATE CONTRACTOR LICENSE NO:
ARCHITECT/ENGINEER:
_____________________________________________________________________________________________________________
The OWNER and CONTRACTOR agree as follows:
ARTICLE 1 - CONTRACT DOCUMENTS
1. Enumeration of Contract Documents
Contract Documents comprise this Agreement, the plans, drawings, specifications, project manual, addenda,
and other materials contained in City of Fernandina Beach Bid Number_______________. Documents
comprising Bid Number ________________are incorporated into this Agreement by reference and are a part of
this Agreement as if attached or repeated herein. This Agreement represents the entire Agreement between the
parties hereto and supersedes any prior negotiations, representations, agreements, or understandings, either
written or oral.
2. Intent of Contract Documents
Execution of the Contract by the Contractor is a representation that the Contractor has become familiar with the
Contract Documents and field conditions under which the Work is to be performed within the requirements of
Work specified by the Contract Documents.
The headings of the sections of this Agreement and capitalizations are for the purpose of convenience only and
shall not be deemed to expand or limit the provisions contained in such sections.
3. Definitions:
Definitions are provided in Appendix 1 of this Agreement.
ARTICLE 2 - SCOPE OF WORK
The Contractor shall execute the entire Work described in the Contract Documents, Summary of Work.
ARTICLE 3 - COMMENCEMENT DATE
The Commencement Date shall be established by the Owner and communicated to the Contractor in a Notice to
Proceed (NTP) sent by registered mail to the Contractor's place of business not later than 30 days following
execution of the Contract, or receipt of all insurance certificates, bonds, and Schedules of Values required by the
Contract, whichever is later. Failure to provide the required insurance or bonds within ten (10) days of the Award
of Bid shall constitute a delay by the Contractor in honoring his Bid.
The Contractor will not commence Work on the project until receiving a Notice to Proceed from the Owner.
ARTICLE 4 - SUBSTANTIAL COMPLETION DATE
The Contractor shall commence work within fourteen (14) calendar days from the date of Notice to Proceed.
The Contractor shall achieve Substantial Completion of the Work not later than
__________________________consecutive calendar days after the date specified by the Notice to Proceed,
subject to adjustments of the Contract Time as provided in the Contract Documents. The Contractor shall
achieve Final Completion of the work not later than thirty (30) days after reaching Substantial Completion.
Time limits herein stated in the Contract Documents are of the essence of the Contract. By executing the
Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work.
ARTICLE 5 - CONTRACT AMOUNT
The Owner shall pay the Contractor the sum of $xxx,xxx subject to additions and deductions as provided in the
Contract Documents for all Work described in Article 2.
_____________________________________________________________________________________________________________
ARTICLE 6 - LIQUIDATED DAMAGES
The Contractor and Owner mutually agree that said work shall be prosecuted regularly, diligently, and
uninterruptedly at such rate of progress as will ensure full completion thereof within the time specified. It is
expressly understood and agreed, by and between the Contractor and the Owner, that the time for the
completion of the Work described herein is a reasonable time for the completion of the same, taking into
consideration the average climatic range and usual industrial conditions prevailing.
If the said Contractor shall neglect, fail or refuse to complete the work within the time specified, or any proper
extension thereof granted in accordance with this Agreement, then the Contractor does hereby agree, as a part
consideration for the award of this contract, to pay to the Owner for the first twenty calendar days the amount of
Five Thousand Dollars ($5,000) and One Thousand Dollars ($1,000.00) per calendar day from the twenty first
day and beyond for each calendar day beyond the Substantial Completion Date not as a penalty but as
liquidated damages for such breach of Contract. Furthermore, the Contractor agrees to pay to the Owner the
amount of Two Thousand Dollars ($2,000) for each calendar day that the Work remains incomplete after the
date established for Final Completion.
The said amount is fixed and agreed upon by and between the Contractor and the Owner because of the
impracticably and extreme difficulty of fixing and ascertaining the actual damages the Owner would in such event
sustain, and said amount is agreed to be the amount of damages which the Owner would sustain. Also, failure
to meet requirements for substantial or final completion shall subject the Contractor to reinspection fees as set
forth in the specifications.
In addition to liquidated damages, should the Owner become liable for additional architectural fees due to delays
by the Contractor which extend construction beyond the contracted construction time, the Contractor shall be
liable for payment of such expenses to the Owner.
Both Liquidated Damages and Reinspection Fees shall be implemented using a Deductive Change Order or
Construction Change Directive. The exact form used and its titling of such change order shall be as determined
by the Owner.
ARTICLE 7 - PAYMENTS
1. Progress Payments
Based upon Applications for Payment submitted to the Architect/Engineer by the Contractor and Certificates for
Payment issued by the Architect/Engineer, the Owner shall make progress payments on account of the Contract
Amount to the Contractor as provided below and elsewhere in the Contract Documents.
The period covered by each Application for Payment shall be one calendar month ending on the last day of the
month.
Provided an Application for Payment is received by the Architect/Engineer not later than the 15th day of the
month, the Owner shall make payment to the Contractor not later than the last day of the month. If a valid
Application for Payment is received by the Architect/Engineer after the Application date fixed above, payment
shall be made 15 days after the Architect/Engineer received the Application for Payment.
Each Application for Payment shall be based upon the Schedule of Values submitted by the Contractor in
accordance with the Contract Documents.
Applications for Payment shall indicate the percentage of completion of each portion of the Work as of the end of
the period covered by the Application for Payment.
Subject to the provisions of the Contract Documents, the amount of each progress payment shall be computed
as follows:
Take that portion of the Contract Amount properly allocable to completed Work as determined by multiplying the
percentage completion of each portion of the Work by the share of the total Contract Amount allocated to that
portion of the Work in the Schedule of Values, less retainage of 10%.
Add that portion of the Contract Amount properly allocable to materials and equipment delivered and stored at
the Project Site for subsequent incorporation into the Work, less retainage of 10%.
Subtract the aggregate of previous payments made by the Owner.
The progress payment amount shall be further modified under the following circumstances:
Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to 90% of the
Contract Amount, less such amounts as the Architect/Engineer and Owner shall determine for incomplete Work
and unsettled claims.
2. Final Payment
Final payment, comprising the entire unpaid balance of the Contract Amount, shall be made by the Owner to the
Contractor when the Contract has been fully performed and accepted by the Owner. Final payment shall be
contingent upon the Contractor providing all warranties, guaranties and waivers of liens required under the
Project Closeout Section of the Specifications. Furthermore, payment shall be made in accordance with the
Florida Prompt Payment Act applicable to local governments.
3. Certifying a Schedule of Values
Within 10 days after award of the Contract, the Contractor shall submit to the Architect/Engineer a Schedule of
Values allocating the values of various portions of the Work, prepared in such form and supported by such data
to substantiate its accuracy as the Architect/Engineer or Owner may require. This Schedule of Values shall be
reviewed by the Architect/Engineer and approved by the Owner, and shall be used as the basis for reviewing the
Contractor's Applications for Payment.
The Schedule of Values shall include a cost breakdown indexed per the Sections of the Specifications, which
shall clearly set forth labor as distinct from materials and from equipment. Rough-in work shall be shown
separately from finish work.
4. Contractor Applications for Payment
By the 15th of each month the Contractor shall submit to the Architect/Engineer an itemized Application for
Payment in accordance with the Schedule of Values. Such application shall be supported by data substantiating
the Contractor's right to payment as the Owner or Architect/Engineer may require. Payment shall be made on
account of materials and equipment delivered and suitably stored at the site for subsequent incorporation into
Work. If approved in writing by the Owner, payment may similarly be made for materials and equipment suitably
stored off the site.
Applications for Payment shall not include:
• Request payments on account of changes in the Work which have not been approved by the Owner in a
Change Order; and
• Payment of amounts the Contractor does not intend to pay to a Subcontractor or Supplier because of a
dispute or other reason.
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 all work, equipment and materials included
in the Application for Payment are to the best of the Contractor's knowledge, information and belief, free from
liens, claims, security interests or encumbrances.
5. Certification of Payment Requests
Within seven (7) days after receipt of a Contractor's Application for Payment, the Architect/Engineer, in
consultation with the Owner, will issue a Certificate for Payment for an amount the Architect/Engineer and Owner
determines is due, or notify the Contractor in writing of the reasons for withholding certification. A Certificate for
Payment shall not constitute acceptance of Work not in accordance with the Contract Documents.
6. Criteria for Withholding A Certificate for Payment
The Architect/Engineer or Owner may withhold approval of a Certificate for Payment or, because of subsequent
events, may nullify a prior approval of payment in whole or in part if in the Architect/Engineer's or Owner's
opinion Contractor representations to the Owner are not supported or are deemed inaccurate. If the Contractor
and Architect/Engineer or Owner cannot agree on a revised amount, the Architect/Engineer will promptly issue a
Certificate of Payment for the amount to which the Architect/Engineer and Owner are able to certify payment.
Certification may be withheld for these reasons:
Defective Work not corrected;
• Reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Amount
• Damages owed to the Owner or others;
• Evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would
not be adequate to cover actual or estimated Liquidated Damages; or
• Failure by Contractor to make payments properly and promptly to subcontractors or suppliers; or
• Persistent failure to carry out the Work in accordance with the Contract Documents or other material breach
by Contractor.
When reasons for withholding certification are corrected, the Architect/Engineer and Owner will certify amounts
previously withheld.
ARTICLE 8 - TERMINATION OR SUSPENSION OF THE CONTRACT
1. Termination by The Contractor
The Contractor may terminate the Contract if work is stopped for a period of 60 days or longer for the following
reasons:
• Issuance of a Stop Work Order by a court regulatory agency having jurisdiction over the project; or
• An act of Government making materials or labor unavailable.
If any one of the reasons stated above exists, the Contractor shall be compensated as provided in this
Agreement only for Work executed in accordance with the Contract Documents.
2. Termination by The Owner For Cause
The Owner may terminate the Contract due to the Contractor's inability to perform for these reasons:
• Refusal or failure to supply properly skilled workers or materials;
• Disregarding the laws, ordinances or regulations of public authorities having jurisdiction over the Work; or
• Substantially breaching provisions of the Contract Documents.
This page summarizes the opportunity, including an overview and a preview of the attached documents.
