A G R E E M E N T

Between

BROWARD COUNTY

and

DESIGN/BUILD FIRM

for

TRADEWINDS PARK NORTH EQUESTRIAN AND FARM SITE IMPROVEMENTS

IN BROWARD COUNTY, FLORIDA

TRADEWINDS PARK NORTH EQUESTRIAN AND FARM SITE IMPROVEMENTS Design/Build RFP No. R1223107P1 i

INDEX

PAGE

ARTICLE 1 DEFINITIONS ............................................................................................ 2

ARTICLE 2 THE WORK ............................................................................................... 5 ARTICLE 3 SCOPE OF SERVICES ............................................................................. 6 ARTICLE 4 TIME FOR PERFORMANCE; .................................................................... 6 DESIGN/BUILD FIRM'S DAMAGES; LIQUIDATED DAMAGES ARTICLE 5 COMPENSATION .................................................................................... 11

ARTICLE 6 COUNTY'S RESPONSIBILITIES ............................................................. 15

ARTICLE 7 CHANGES IN THE WORK OR ................................................................ 15

TERMS OF CONTRACT DOCUMENTS ARTICLE 8 INSURANCE ............................................................................................ 24 ARTICLE 9 INDEMNIFICATION ................................................................................. 37 ARTICLE 10 PERFORMANCE AND PAYMENT BOND ............................................... 38

AND QUALIFICATIONS OF SURETY ARTICLE 11 PERMITS, LICENSES AND IMPACT FEES ............................................ 40

ARTICLE 12 PERSONNEL ........................................................................................... 40 ARTICLE 13 DESIGN/BUILD FIRM'S WARRANTIES .................................................. 42 ARTICLE 14 DEFECTIVE WORK................................................................................. 43

ARTICLE 15 COUNTY'S RIGHT TO TERMINATE CONTRACT .................................. 45

ARTICLE 16 RESOLUTION OF DISPUTES ................................................................. 47

ARTICLE 17 COUNTY PROJECT MANAGER'S .......................................................... 48 RESPONSIBILITY AND AUTHORITY

ARTICLE 18 DESIGN BUILD ARCHITECT/ENGINEER AUTHORITY ......................... 49 ARTICLE 19 EEO AND CBE COMPLIANCE ................................................................ 50 ARTICLE 20 MISCELLANEOUS .................................................................................. 55 EXHIBIT "A" SCOPE OF WORK………………………………………………………………… 1 ATTACHMENT 1 ELECTRONIC MEDIA REQUIREMENTS………………… 38 LIST OF FORMS FORM "A" SCHEDULE OF PARTICIPATION FORM "A-1" SCHEDULE OF SUBCONSULTANT PARTICIPATION FORM "A-2" MONTHLY UTILIZATION REPORT FORM "B" LETTER OF INTENT FORM "B-1" LETTER OF ACKNOWLEDGEMENT FORM "C" SCHEDULE OF UNAVAILABILITY FORM "D" CERTIFICATE AS TO CORPORATE PRINCIPAL FORM "E" FORM OF PERFORMANCE AND PAYMENT BOND FORM "F" [NOT USED]

TRADEWINDS PARK NORTH EQUESTRIAN AND FARM SITE IMPROVEMENTS Design/Build RFP No. R1223107P1 ii

INDEX (CONTINUED) FORM "G" PERFORMANCE AND PAYMENT GUARANTY FORM UNCONDITIONAL

LETTER OF CREDIT FORM "H" FORM OF CERTIFICATE AND AFFIDAVIT FOR BONDS UNDER $500,000.00 FORM "I" NOT USEDFORM "J" CERTIFICATE OF INSURANCE FORM "K" TRENCH SAFETY ACT FORM FORM "L" NOT USED FORM "M" SALARY COSTS FORM "N" ESTIMATED DESIGN/BUILD FIRM'S CONSTRUCTION COST FORM "O" NOT USED FORM "P" PROJECT SCHEDULE FORM "Q" NOT USED FORM "R" NOT USED FORM "S" PREVAILING WAGE RATE FORM "T" Form 00922: STATEMENT OF COMPLIANCE FORM "U" FINAL CERTIFICATE OF PAYMENT FORM "V" FORM OF FINAL RECEIPT FORM "W" FORM 00924. CERTIFICATION OF PAYMENTS TO SUBCONTRACTORS FORM "X" CERTIFICATE OF SUBSTANTIAL COMPLETION FORM "Y" PROPOSAL TENDER FORM FORM "Z" CERTIFICATION OF VENDORS PROVIDING DOMESTIC PARTNER BENEFITS FORM "Z-1" CHANGE ORDER STATEMENT

CAF#202 -1- (Rev.03/12/14)

A G R E E M E N T

Between

BROWARD COUNTY

and

DESIGN/BUILD FIRM

for

TRADEWINDS PARK NORTH EQUESTRIAN AND FARM SITE

IMPROVEMENTS This is an Agreement between: BROWARD COUNTY, a political subdivision of the State of Florida, its successors and assigns, hereinafter referred to as "COUNTY," through its Board of County Commissioners, and

DESIGN/BUILD FIRM, a Florida Corporation, its successors and assigns, hereinafter referred to as "DESIGN/BUILD FIRM." WITNESSETH: WHEREAS, COUNTY issued a solicitation seeking a firm to perform design, development and construction of the TRADEWINDS PARK NORTH EQUESTRIAN AND FARM SITE IMPROVEMENTS (“Project”); and WHEREAS, DESIGN/BUILD FIRM represented that is experienced in the business of designing, developing and constructing public park amenities; and

WHEREAS, COUNTY has met the requirements of Section 287.055, Florida Statutes, "Consultants' Competitive Negotiation Act," and desires to enter into this Agreement providing for DESIGN/BUILD FIRM to perform design and construction related services for the Project in accordance with the terms and conditions set forth herein; and WHEREAS, negotiations pertaining to the Project were undertaken between COUNTY and DESIGN/BUILD FIRM and this Agreement incorporates the results of such negotiations; NOW, THEREFORE, In consideration of the mutual terms and conditions, promises, covenants and payments hereinafter set forth, COUNTY and DESIGN/BUILD FIRM agree as follows:

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ARTICLE 1 – DEFINITIONS

For the purposes of this Agreement and the various covenants, conditions, terms and provisions which follow, the definitions set forth below are assumed to be true and correct and are agreed upon by the parties 1.1 Agreement: This document, Articles 1 through 20, inclusive. Other terms and

conditions are included in the exhibits and documents that are expressly incorporated by reference.

1.2 Board: The Board of County Commissioners of Broward County, Florida, which

is the governing body of the Broward County government created by the Broward County Charter.

1.3 Change Order: A written document ordering a change in the Total Contract

Price or Contract Time or a material change in the Work as determined by the Contract Administrator.

1.4 Contract Administrator: The Director of Highway Construction and Engineering

Division, or some other employee expressly designated as Contract Administrator, who is the representative of COUNTY concerning the Project. In the administration of this Agreement, as contrasted with matters of policy, all parties may rely upon the instructions or determinations made by the Contract Administrator; provided, however, that such instructions and determinations do not change the Project except as specifically allowed herein.

1.5 Contract Documents: This Agreement and its exhibits, attachments and forms,

drawings and specifications, the Request For Proposals (RFP), Step I and Step II, and DESIGN BUILD FIRM's responses thereto (as negotiated and accepted by COUNTY) including but not limited to the Design Criteria Package, any Addenda, the record of the contract award by the Board of County Commissioners, the Performance Bond and Payment Bond, the Notice of Award, the Notice(s) to Proceed, the Purchase Order and all agreed upon contract and/or design modifications issued after execution of this Agreement are the documents which are collectively referred to as the Contract Documents.

1.6 Contract Price Adjustment Memorandum (CPAM): A document issued to

memorialize the allocation of the Owner's Allowance Account. 1.7 Contract Time: The time between the Project Initiation Date specified in the

Notice to Proceed and final completion, including any milestone dates thereof, established in this Agreement, as may be amended by Change Order.

1.8 COUNTY or Owner: Broward County, Florida, the public body which is a party

hereto and for which this Agreement is to be performed. In all respects

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hereunder, COUNTY's performance is pursuant to COUNTY's position as the Owner of a construction project. In the event COUNTY exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, laws and ordinances shall be deemed to have occurred pursuant to COUNTY's authority as a governmental body and shall not be attributable in any manner to COUNTY as a party to this Contract.

1.9 County Administrator: The administrative head of COUNTY pursuant to

Sections 3.02 and 3.03 of the Broward County Charter. 1.10 County Attorney: The chief legal counsel for COUNTY who directs and

supervises the Office of the County Attorney pursuant to Section 2.10 of the Broward County Charter.

1.11 County Business Enterprise ("CBE"): A small business located in Broward

County, Florida, which meets the criteria and eligibility requirements of Broward County’s CBE Program and must be certified by Broward County’s Office of Economic and Small Business Development.

1.12 County Project Manager: COUNTY's employee representing the Contract

Administrator on this Project.

1.13 Design Build Architect/Engineer: The Architect/Engineer firm which will provide to DESIGN/BUILD FIRM design and other related professional services for the Project.

1.14 Design-Build Firm: [insert the full name of the FIRM] selected to perform the

services pursuant to this Agreement. 1.15 Design Criteria Package: The performance criteria developed by the Design

Criterial Professional that establishes the performance requirements for the Work. Such performance criteria are expressed in Exhibit A attached hereto, and include all implied requirements necessary to complete the Work.

1.16 Design Criteria Professional: COUNTY's employee who is a design

professional registered to practice the respective discipline under the laws of Florida, and who prepares the Design Criteria Package and performs related professional duties assigned by COUNTY during the execution of the Project.

1.17 Field Order or Supplemental Instruction: A written order which orders minor changes or interpretations of the Contract Documents but which does not involve a change in the Total Contract Price or Contract Time.

1.18 Final Completion: The date certified by DESIGN/BUILD FIRM and as finally determined by the Contract Administrator in the Final Certificate of Payment upon which all conditions and requirements of any permits and regulatory agencies have been satisfied; any documents required by the Contract

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Documents have been received by the Contract Administrator; any other documents required to be provided by this Agreement have been received by DESIGN/BUILD FIRM; and to the best of DESIGN/BUILD FIRM's knowledge, information and belief, the Work defined herein has been fully completed in accordance with the terms and conditions of the Contract Documents.

1.19 General Conditions: The provision of facilities or performance of work by the

DESIGN/BUILD FIRM for items which do not lend themselves readily to inclusion in one of the separate trade contracts. Payment for the General Conditions items shall be included as part of the Total Contract Price.

1.20 Notice to Proceed: One or more written notice(s) to DESIGN/BUILD FIRM

issued by the Contract Administrator authorizing commencement of specified Work.

1.21 Owner’s Allowance Account: The Owner’s Allowance Account is available at

the discretion of the Contract Administrator to cover additional elements of Work not included in the DESIGN/BUILD FIRM’s Scope of Services. The DESIGN/BUILD FIRM shall not perform Work subject to the Owner’s Allowance Account without the Contract Administrator’s prior issuance of a Contract Price Adjustment Memorandum transferring such approved amounts to the Design Build Services and authorizing DESIGN/BUILD FIRM to proceed with said Work. At final payment any amount remaining in the Owner’s Allowance Account shall be retained by the County.

1.22 Plans and/or Drawings: The official graphic representations of this

Design/Construction project which are a part of the Contract Documents. 1.23 Project: The design/construction project described in the Contract Documents,

including the Work described therein. 1.24 Project Initiation Date: The date upon which the Contract Time commences. 1.25 Project Schedule: a fixed schedule that is the standard by which the Project

performance is measured. The Project Schedule must include all contractual start and finish dates and critical interim milestones, and demonstrate how these dates are achieved, through the sequencing of project activities as further described in the progress schedule or other contract provisions within the Contract Documents.

1.26 Subconsultant/Subcontractor: A firm, partnership, corporation, independent

contractor (including 1099 individuals) or combination thereof having a direct contract with DESIGN/BUILD FIRM for all or any portion of the work or who furnishes skills or materials worked into a special design according to the plans and specifications for such work, but not those who merely furnish equipment or materials required by the plans and specifications.

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1.27 Substantial Completion: That date, as certified in writing by DESIGN/BUILD

FIRM and as finally determined by the Contract Administrator, whose approval may not be unreasonably withheld, that the Work, or a portion thereof, is at a level of completion in substantial compliance with the Contract Documents such that all conditions of permits and regulatory agencies have been satisfied and the Owner or its designee can enjoy, use or occupy and can operate it in all respects for its intended purpose. A Certificate of Occupancy (or a Temporary Certificate of Occupancy (TCO) or other alternate municipal/county authorization for limited or conditional occupancy acceptable to the Contract Administrator) must be issued for Substantial Completion to be achieved. However, the issuance of a Certificate of Occupancy or the date thereof is not to be determinative of the achievement or date of Substantial Completion.

1.28 Surety: The surety company or individual which is bound by the performance

bond and payment bond with and for DESIGN/BUILD FIRM who is primarily liable, and which surety company or individual is responsible for DESIGN/BUILD FIRM's acceptable and timely performance of the work under the Contract and for the payment of all debts pertaining thereto in accordance with Section 255.05, Florida Statutes, as may be amended from time to time.

1.29 Total Contract Price: The amount established in the Contract as the total lump

sum price, as may be amended by Change Order, including all changes and amendments or use of Owner's Allowance Account.

1.30 Work: The totality of the obligations, including design and construction and other

services required by the Contract Documents, whether completed or partially completed, including all labor, materials, equipment and services provided or to be provided by DESIGN/BUILD FIRM to fulfill its obligations.

ARTICLE 2 – THE WORK 2.1 It is the intent of COUNTY to describe a functionally complete Project to be

designed and constructed in accordance with the Contract Documents. Any Work, design, construction or other professional services, materials or equipment that may reasonably be inferred from the Contract Documents as being required to produce the intended result shall be supplied by DESIGN/BUILD FIRM, whether or not specifically called for by the Contract Documents. When words, which have a well-known technical or trade meaning, are used to describe Work, such words shall be interpreted in accordance with that meaning. Reference to standard specifications, manuals, or codes of any technical society, organization, or association, or to the laws or regulations of any governmental authority, whether such reference is specific or by implication, shall mean the latest standard specification, manual, code or laws or regulations in effect at the time of

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permit issuance. COUNTY shall have no duties other than those duties and obligations expressly set forth within the Contract Documents.

2.2 DESIGN/BUILD FIRM shall plan, record, and update, at least monthly, the design

and construction schedule of the Project. The Project Schedule shall indicate the dates for the commencement and completion of the various stages of design construction and shall be revised as required by the conditions of the Work. The Progress Schedule shall encompass all of the work of all professions and trades necessary for the construction of the Project and shall be sufficiently complete and comprehensive to enable progress to be monitored on a weekly basis. DESIGN/BUILD FIRM shall be responsible to have available to it all materials, supplies, and appropriate personnel, trades, etc., necessary to complete the Work in accordance with schedule.

ARTICLE 3 – SCOPE OF SERVICES

3.1 DESIGN/BUILD FIRM shall provide all services as needed to fulfill the

requirements set forth in this Agreement and Exhibit "A," including all necessary, incidental, and related activities and services in order to complete the Project. The Work shall be completed in accordance with the Project Schedule attached hereto as Form “P”.

ARTICLE 4 – TIME FOR PERFORMANCE;

DESIGN/BUILD FIRM'S DAMAGES; LIQUIDATED DAMAGES 4.1 DESIGN/BUILD FIRM shall perform the services described in Exhibit "A," within

the time periods specified in the Project Schedule in Form "P"; said time periods shall commence from the date of the Notice to Proceed for such services.

4.2 Prior to beginning the performance of any services under this Agreement,

DESIGN/BUILD FIRM must receive a Notice to Proceed. DESIGN/BUILD FIRM must receive written approval from the Contract Administrator prior to beginning the performance of services in any subsequent phases of this Agreement. Prior to granting approval for DESIGN/BUILD FIRM to proceed to a subsequent phase, the Contract Administrator may, at his or her sole option, require DESIGN/BUILD FIRM to submit the itemized deliverables/documents identified in Exhibit "A" for the Contract Administrator's review.

4.3 Receipt of all permits by DESIGN/BUILD FIRM is a condition precedent to the

issuance of a Notice to Proceed for construction. The Work to be performed pursuant to Notice to Proceed for construction shall be commenced within ten (10) calendar days of the date specified in the Notice to Proceed for construction.

4.4 In the event DESIGN/BUILD FIRM is unable to complete the above services because of delays resulting from untimely review by COUNTY or other governmental authorities having jurisdiction over the Project, and such delays are not the fault of DESIGN/BUILD FIRM, or because of delays which were caused

CAF#202 -7- (Rev.03/12/14)

by factors outside the control of DESIGN/BUILD FIRM, COUNTY shall grant a reasonable extension of time for completion of the services and shall provide reasonable compensation, if appropriate. It shall be the responsibility of DESIGN/BUILD FIRM to notify the Contract Administrator promptly in writing whenever a delay in approval by a governmental agency is anticipated or experienced, and to inform the Contract Administrator of all facts and details related to the delay.

4.5 In the event DESIGN/BUILD FIRM fails to substantially complete the Project on

or before the substantial completion date specified in this Agreement with COUNTY, and the failure to substantially complete is caused in whole or in part by a negligent act, error or omission of DESIGN/BUILD FIRM, then DESIGN/BUILD FIRM shall pay to County an amount as set forth below. By reference hereto, the provisions for the computation of delay costs/damages and any amounts included therein, whether direct or indirect, in the agreement between DESIGN/BUILD FIRM and COUNTY are incorporated herein. This provision shall not affect the rights and obligations of either party as set forth in Article 9.

4.6 Liquidated Damages. In the event DESIGN/BUILD FIRM fails to complete the

phases of services identified in Exhibit "A" on or before the applicable Time for Performance, DESIGN/BUILD FIRM shall pay to COUNTY the sum of dollars identified below for each calendar day after the applicable Time for Performance, plus approved time extensions thereof, until completion of the phase:

Project Phase Amount

Phase I – Design Development $0.00 Phase II – Construction Documents Development and Permitting $50.00

Phase III – Construction $300.00 Phase IV – Warranty Administration and Post Occupancy Services $50.00

These amounts are not penalties but are liquidated damages to COUNTY for DESIGN/BUILD FIRM's inability to proceed with, and complete, the Project in a timely manner pursuant to the agreed upon Project Schedule referenced in Form “P”. Liquidated damages are hereby fixed and agreed upon by the parties, recognizing the impossibility of precisely ascertaining the amount of damages that will be sustained by COUNTY as a consequence of such delay, and both parties desiring to obviate any question or dispute concerning the amount of said damages and the cost and effect of the failure of DESIGN/BUILD FIRM to complete the respective phases within the applicable Time for Performance. This provision shall not affect the rights and obligations of either party as set forth in Article 9.

CAF#202 -8- (Rev.03/12/14)

4.7 Substantial Completion Date: When DESIGN/BUILD FIRM considers that the Work, or portion thereof designated by the Contract Administrator pursuant to Section 4.9 herein, has reached Substantial Completion, DESIGN/BUILD FIRM shall so notify the Contract Administrator and the County Project Manager in writing with a comprehensive list of items to be completed or corrected by DESIGN/BUILD FIRM. The County Project Manager shall then promptly make a preliminary inspection of the Work. When the County Project Manager, on the basis of the preliminary inspection, determines that the Work or designated portion thereof is substantially complete, the County Project Manager will notify the Contract Administrator. The Contract Administrator shall then, with the County Project Manager, and DESIGN/BUILD FIRM, perform the Contract Administrator's Substantial Completion Inspection. At the completion of the Contract Administrator's Substantial Completion Inspection, the County Project Manager shall issue a Substantial Completion Inspection Report determining whether Substantial Completion has been achieved and a Substantial Completion Punch List.

4.7.1 When the Contract Administrator's Substantial Completion Inspection has

determined that Substantial Completion of the Work, or a portion thereof, has been achieved, within five (5) days, the Design Build Architect/Engineer shall prepare a Certificate of Substantial Completion in the form attached hereto as Form "X" for execution by the Parties and the Design Build Architect/Engineer and Design Criteria Professional. The Certificate of Substantial Completion shall state: 1) the date of Substantial Completion, 2) the responsibilities of COUNTY and DESIGN/BUILD FIRM for security, maintenance, utilities, damage to the Work, and insurance, and 3) list all Work yet to be completed (Substantial Completion Punch List) to satisfy the requirements of the Contract Documents for Final Completion. Design Build Architect/Engineer shall prepare and be responsible for obtaining the signature of DESIGN/BUILD FIRM on Form "X," Certificate of Substantial Completion. The Design Build Architect/Engineer shall deliver the executed Form "X" to the Design Criteria Professional and Contract Administrator.

4.7.2 The failure to include any items of corrective work on the Substantial

Completion Punch List does not alter the responsibility of DESIGN/BUILD FIRM to complete all of the Work in accordance with the Contract Documents.

4.7.3 Warranties required by the Contract Documents shall commence on the

date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion.

4.8 Notification of Change of Contract Time or Total Contract Price:

CAF#202 -9- (Rev.03/12/14)

4.8.1 Any claim for a change in the Contract Time or Total Contract Price shall be made by written notice delivered by DESIGN/BUILD FIRM to the Design Build Architect/Engineer with a copy to Design Criteria Professional, County Project Manager and the Contract Administrator within twenty (20) calendar days of the commencement of the event giving rise to the claim and stating the general nature of the claim. Notice of the nature and elements of the claim shall be delivered within twenty (20) calendar days after the date of such written notice Thereafter, within ten (10) calendar days of the termination of the event giving rise to the claim, written notice of the extent of the claim with supporting data shall be delivered unless the County Project Manager allows an additional period of time to ascertain more accurate data in support of the claim and shall be accompanied by DESIGN/BUILD FIRM's written statement that the adjustment claimed is the entire adjustment to which DESIGN/BUILD FIRM has reason to believe it is entitled as a result of the occurrence of said event. All claims for adjustment in the Contract Time or Total Contract Price shall be determined by and in accordance with Article 17 herein. NO CLAIM FOR AN ADJUSTMENT IN THE CONTRACT TIME WILL BE VALID IF NOT SUBMITTED IN ACCORDANCE WITH THE REQUIREMENTS OF THIS SECTION.

4.8.2 The Contract Time will be extended in an amount equal to time lost due to

delays beyond the control of and through no fault or negligence of DESIGN/BUILD FIRM if a claim is made therefore as provided in Sections 4.8.1 and 7.6.1. Such delays shall include, but not be limited to, acts or neglect by any separate DESIGN/BUILD FIRM employed by COUNTY, fires, floods, labor disputes, epidemics, abnormal weather conditions or acts of God.

4.9 Use of Completed Portions:

4.9.1 COUNTY shall have the right at its sole option to take possession of and use any completed or partially completed portions of the Project. Such possession and use shall not be deemed an acceptance of any of the Work not completed in accordance with the Contract Documents.

4.9.2 In the event COUNTY takes possession of any completed or partially

completed portions of the Project, the following shall occur:

4.9.2.1 COUNTY shall give notice to DESIGN/BUILD FIRM in writing at least thirty (30) calendar days prior to COUNTY's intended occupancy of a designated area.

4.9.2.2 DESIGN/BUILD FIRM shall complete to the point of Substantial

Completion the designated area and request inspection and

CAF#202 -10- (Rev.03/12/14)

issuance by COUNTY of a Certificate of Substantial Completion in the form attached hereto as Form "X" from COUNTY.

4.9.2.3 Upon issuance of the Certificate of Substantial Completion by

COUNTY to DESIGN/BUILD FIRM, COUNTY will assume full responsibility for maintenance, utilities, subsequent damages of or by COUNTY and the public, adjustment of insurance coverages and start of warranty for the occupied area unless otherwise agreed in writing by the Parties hereto.

4.9.2.4 DESIGN/BUILD FIRM shall complete all items noted on the

Certificate of Substantial Completion within the time specified in Section 4.5 and request final inspection and final acceptance of the portion of the Work occupied. Payment for accepted portions of the Work shall be made in accordance with the procedure specified in Article 5.

4.9.2.5 If COUNTY finds it necessary to occupy or use a portion or

portions of the Work prior to Substantial Completion thereof, such occupancy or use shall not commence prior to a time mutually agreed upon by COUNTY and DESIGN/BUILD FIRM. Insurance on the unoccupied or unused portion or portions shall not be canceled or lapsed on account of such partial occupancy or use. Consent of DESIGN/BUILD FIRM to such occupancy or use shall not be unreasonably withheld.

CAF#202 -11- (Rev.03/12/14)

ARTICLE 5 - COMPENSATION 5.1 COUNTY agrees to pay DESIGN/BUILD FIRM as compensation for performance

of the Scope of Work related to:

Design Build Services

Project Phase Lump Sum Price/Phase

Phase I: Design Development

Phase II: Construction Documents Development A. 30% Construction Documents B. 80% Construction Documents C. 100% Construction Documents

Phase III: Construction

Phase IV: Warranty Administration and Post-Occupancy Services

Total For Design Build Services (Lump Sum)

Owner's Allowance Account

TOTAL CONTRACT PRICE (LUMP SUM)

5.1.1 Owner's Allowance Account: The Owner's Allowance Account is available

at the sole discretion of the Contract Administrator to cover additional elements of Work not included in DESIGN/BUILD FIRM's Design Build Services. DESIGN/BUILD FIRM shall not perform Work subject to the Owner's Allowance Account without the Contract Administrator's prior issuance of a CPAM, as described in Section 7.3, transferring such approved amounts from the Owner's Allowance Account to the designated phase of Work and authorizing DESIGN/BUILD FIRM to proceed with said Work. At final payment, any amount remaining in the Owner's Allowance Account shall be retained by COUNTY.

5.1.2 DESIGN/BUILD FIRM acknowledges and agrees that the retainage

amount set forth in Section 5.3.2 shall be applied to the amount for each phase stated herein.

5.1.3 DESIGN/BUILD FIRM shall promptly pay all bills for labor and material

performed and furnished by its Subcontractors, suppliers and material providers, in connection with the construction, furnishing and equipping of the Work and the performance of the Work. DESIGN/BUILD FIRM shall deliver to COUNTY the Form of Certification of Payments to Subcontractors, Form "W," as attached hereto.

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5.2 SALARY COSTS:

The term Salary Costs as used herein shall mean the hourly rate actually paid to all personnel engaged directly on the Project, as adjusted by an overall multiplier which consists of the following: 1) a fringe benefits factor; 2) an overhead factor; and 3) an operating profit margin as set forth on Proposal Form "M". The fringe benefit and overhead factors shall be certified by an independent Certified Public Accountant in accordance with the Federal Acquisition Regulation (“FAR”) guidelines. Said certification shall be dated within one hundred eighty (180) days after DESIGN/BUILD FIRM’s most recently completed fiscal year. If the certification is not available at the time of contracting, the certification shall be provided when it becomes available; provided, however, DESIGN/BUILD FIRM certifies that the rates and factors set forth herein are accurate, complete, and consistent with the FAR guidelines at the time of contracting. These costs shall be used to negotiate any change orders or shall be used when any circumstance exists to change any payment to DESIGN/BUILD FIRM.

5.3 METHOD OF BILLING:

5.3.1 DESIGN/BUILD FIRM shall submit billings which are identified by the

specific project number to the Contract Administrator on a monthly basis in a timely manner. These billings shall identify the nature of the work performed, the phase of work, and the estimated percent of work accomplished. Billings for each phase shall not exceed the amounts allocated to said phase. Billings shall also indicate the cumulative amount of CBE participation to date by completing Form "A-2," Monthly Utilization Report. A completed Certification of Payments to Subcontractors shall be included in the form attached as Form "W" accompanied by a copy of the notification sent to each Subcontractor listed in item 2 of the Form, explaining the good cause why payment has not been made. The statement shall show a summary of fees with accrual of the total and credits for portions paid previously. When requested, DESIGN/BUILD FIRM's Subcontractors shall provide backup for past and current invoices that record hours, salary costs and expense costs on a task basis, so that total hours and costs by task may be determined.

Payment will be made to DESIGN/BUILD FIRM at: DESIGN/BUILD FIRM (ADD ADDRESS) 5.3.2 Ten percent (10%) of all monies earned by DESIGN/BUILD FIRM shall be

retained by COUNTY until Final Completion and acceptance by COUNTY, except for the following items: General Conditions and self-performed work performed on a cost reimbursement basis, if any. After Fifty percent

CAF#202 -13- (Rev.03/12/14)

(50%) of the Work has been completed, the Contract Administrator shall reduce the retainage to five percent (5%) of all monies previously earned and all monies earned thereafter. After Ninety percent (90%) of the Work has been completed, the Contract Administrator may reduce the retainage to two and one-half percent (2½%) percent of all monies previously earned and all monies earned thereafter. Subsequent to Final Completion and prior to Final Payment, the Contract Administrator may reduce retainage to a nominal amount at the sole discretion of the Contract Administrator. Any reduction in retainage shall be in the sole discretion of the Contract Administrator, shall be recommended by the County Project Manager, and DESIGN/BUILD FIRM shall have no entitlement to a reduction. Any interest earned on retainage shall accrue.

The Contract Administrator is authorized to release the retainage for

Phases I and II related to design services only being performed by the Design Build Architect/Engineer upon completion of those respective Phases.

5.3.3 COUNTY may withhold, in whole or in part, payment to such extent as

may be necessary to protect itself from loss on account of:

5.3.3.1 Defective DESIGN/BUILD FIRM or Subcontractor work not remedied.

5.3.3.2 Claims filed or reasonable evidence indicating probable filing of

claims by other parties against DESIGN/BUILD FIRM. 5.3.3.3 Failure of DESIGN/BUILD FIRM to make payments properly to

subcontractors or for material or labor. 5.3.3.4 Damage to another subcontractor not remedied. 5.3.3.5 Failure of DESIGN/BUILD FIRM to provide any and all documents

required by the Contract Documents.

When the above grounds are removed or resolved satisfactory to the Contract Administrator, payment shall be made in whole or in part.

5.3.4 The Schedule of Values, prepared in accordance with the terms of this

Agreement, shall list the cost of materials, the cost of labor, the cost of equipment and the cost of Subcontractor work separately for all the portions of the Work delineated. Each monthly Application for Payment shall be for a sum equal to (i) that portion of DESIGN/BUILD FIRM's Construction Cost equal to the percentage of the Work completed; plus (ii) an appropriate amount of DESIGN/BUILD FIRM's General Conditions actually expended; and (iii) an appropriate amount of DESIGN/BUILD

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FIRM's Fee as related to the percentage of the Work completed. The calculation of the percentage of the Work completed shall be in accordance with the approved Progress Schedule; provided, however, prior to the date of the Final Request, the aggregate of DESIGN/BUILD FIRM's Fee payments shall not exceed ninety percent (90%) of DESIGN/BUILD FIRM's Fee.

5.3.5 The Design Build Architect/Engineer, Design Criteria Professional, County

Project Manager, and the Contract Administrator, shall review each such Request for Payment and may make such exceptions as the Design Criteria Professional, County Project Manager and the Contract Administrator reasonably deem necessary or appropriate under the state of circumstances then existing. In no event shall COUNTY be required to make payment for items of DESIGN/BUILD FIRM's Cost to which the Design Criteria Professional, County Project Manager or the Contract Administrator reasonably takes exception.

5.3.6 DESIGN/BUILD FIRM shall remain solely liable for Subcontractor's work

and for any unpaid laborers, material suppliers or Subcontractors of Subcontractor in the event it is later discovered that said work is deficient or that any of said laborers, material suppliers or Subcontractors did not receive payments due them on the Project.

5.3.7 Within thirty (30) days after Final Completion of the Work and acceptance

thereof by COUNTY, DESIGN/BUILD FIRM shall submit a Final Request for Payment (Final Request) which shall set forth all amounts due and remaining unpaid to DESIGN/BUILD FIRM (including the unpaid portion of DESIGN/BUILD FIRM's Fee). Upon approval of the Final Request for Payment, the Contract Administrator will issue a Final Certificate of Payment in the form attached hereto as Form "U." DESIGN/BUILD FIRM shall deliver to COUNTY the Form of Final Receipt, Form "V," as attached hereto.

5.3.8 The DESIGN/BUILD FIRM shall promptly pay all bills for labor performed

and material furnished by its Subcontractors, suppliers, and material providers, in connection with the construction, furnishing and equipping of the Work and the performance of the Work. The DESIGN/BUILD FIRM shall deliver to the County the Form of Certification of Payments to Subcontractors, Form W, as attached hereto.

5.3.9 Final payment shall be made only after the Board has reviewed a written

evaluation of the performance of DESIGN/BUILD FIRM prepared by the Contract Administrator, and approved the final payment. The acceptance of final payment shall constitute a waiver of all claims by DESIGN/BUILD FIRM.

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ARTICLE 6 – COUNTY'S RESPONSIBILITIES 6.1 The Contract Administrator shall assist DESIGN/BUILD FIRM by placing at

DESIGN/BUILD FIRM's disposal, all information COUNTY has available pertinent to the Project, including previous reports and any other data relative to design or construction of the Project.

6.2 The Contract Administrator shall arrange for access to, and make all provisions

for DESIGN/BUILD FIRM to enter upon public and private property as required for DESIGN/BUILD FIRM to perform its services.

6.3 The Contract Administrator shall review the itemized deliverables/documents

identified in Exhibit "A," Scope of Work of DESIGN/BUILD FIRM and respond in writing with any comment within the time set forth on the approved Project Schedule.

6.4 The Contract Administrator shall give prompt written notice to DESIGN/BUILD

FIRM whenever the Contract Administrator observes or otherwise becomes aware of any development that affects the scope or timing of DESIGN/BUILD FIRM's services or any defect in the work of DESIGN/BUILD FIRM.

Contract Administrator is given and at all times will retain authority to stop the progress of the Work whenever, in the opinion of the Contract Administrator, such stoppage is necessary to insure proper execution of the Work and fulfillment of this Agreement or in an emergency affecting the safety of life, or of the Work or adjoining property.

ARTICLE 7 - CHANGES IN THE WORK OR

TERMS OF CONTRACT DOCUMENTS 7.1 Without invalidating this Agreement, COUNTY reserves and shall have the right,

from time to time, to make such increases, decreases or other changes in the Work including, but not limited to, the character and quantity of the Work as may be considered necessary or desirable to complete fully and acceptably the proposed construction in a satisfactory manner. Any changes to the scope of this Project must be accomplished by means of appropriate: 1) Field Orders and Supplemental Instructions; 2) CPAMs, or 3) Change Orders. Any sums moved between the Total Contract Price line items included within the Total Contract Price must be accomplished by an appropriate CPAM. In no event shall the Total Contract Price be modified except by appropriate Change Order or Amendment.

7.1.2 DESIGN/BUILD FIRM shall not start work on any changes requiring an

increase in the Total Contract Price or the Contract Time until a Change Order setting forth the adjustments is approved and issued by the

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Contract Administrator. Upon receipt of a Change Order, DESIGN/BUILD FIRM shall promptly proceed with the work set forth within the document.

7.2 Field Orders and Supplemental Instructions:

7.2.1 The County Project Manager shall approve and issue Field Orders setting forth written interpretations of the intent of the Contract Documents and ordering minor changes in Work execution, providing the Field Order involves no change in the Total Contract Price or Contract Time or degradation of project quality as judged at the discretion of the County Project Manager.

7.2.2 The County Project Manager shall approve and issue Supplemental

Instructions setting forth written orders, instructions, or interpretations concerning the Contract Documents, provided such Supplemental Instructions involve no change in the Total Contract Price or Contract Time or degradation of project quality at the discretion of the County Project Manager.

7.3 Contract Price Adjustment Memorandum (CPAM): 7.3.1 The Contract Administrator shall be authorized to issue a CPAM which is

agreed to by DESIGN/BUILD FIRM and the Contract Administrator to memorialize the reallocation of sums within the Total Contract Price. The following specific CPAMs are contemplated, but additional or different CPAMs may be issued, provided they do not result in a change to the Total Contract Price.

(a) Design Build Services Price: During the progress of design and

construction, the Design Build Services price may be decreased by issuance of a CPAM detailing the terms of the transfer of used or excess Design Build Services Dollars to the Owner's Allowance Account. Such CPAM shall document the mutual written consent of DESIGN/BUILD FIRM and the Contract Administrator, which consent shall not be unreasonably withheld.

(b) An adjustment of Contract Time may be issued by the Contract Administrator consistent with Article 7.6 and the Contract Administrator's authority with a Change Order for Excusable Delays and for issues involving the Owner's Allowance Account as described in Section 5.1.1.

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7.4 Change Orders:

7.4.1 Changes in the quantity or character of the Work within the scope of the Project which are not properly the subject of Field Orders or Supplemental Instructions, including all changes resulting in changes in the Total Contract Price or the Contract Time, shall be authorized only by written Change Orders approved and issued in accordance with the provisions of COUNTY's Procurement Code, as amended from time to time.

7.4.2 DESIGN/BUILD FIRM's fee on such changes shall be determined as

follows:

(a) The fixed fee shall not exceed five percent (5%) of the net change to the Cost of the Work.

(b) Subcontractor's percentage markup on change orders for overhead

and profit shall be reasonable, but in no event shall the aggregate of the Subcontractor's overhead and profit markups exceed fifteen percent (15%) of the net change to the Subcontractor's cost of the Work. In the event Subcontractor is affiliated with DESIGN/BUILD FIRM by common ownership or management, or is effectively controlled by DESIGN/BUILD FIRM, no fee will be allowed on the Subcontractor's costs. In the event there is more than one level of the Subcontractor, such as second and third tier Subcontractors, the sum of all of the Subcontractors' including any tiered Subcontractors’ percentage markups for overhead and profit shall not in the aggregate exceed twenty percent (20%) of the net change to the Subcontractors' Cost of the Work.

(c) Whenever a change in the Subcontractor's work is to be based on

mutual acceptance of a lump sum, whether the amount is an addition, credit or no change-in-cost, DESIGN/BUILD FIRM shall submit an initial cost estimate obtained from the Subcontractor and acceptable to the County Project Manager. The breakdown shall list the quantities and unit prices for materials, labor, equipment and other items of cost. Whenever a change involves more than one (1) Subcontractor and the change is an increase in the Total Contract Price, overhead and profit percentage of each Subcontractor and DESIGN/BUILD FIRM, if applicable, shall be itemized separately.

(d) If changes to subcontracted work affect the Total Contract Price,

such changes shall be accomplished in accordance with this Section 7.4, Change Orders. The amount of decrease in the Total Contract Price for any change that results in a net decrease in cost will be the amount of the actual net decrease. When both additions

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and decreases are involved in any one change, the combined effect shall be figured on the basis of the net change in the Total Contract Price, if any.

7.4.3 Pursuant to COUNTY's Procurement Code, all changes to construction contracts must be approved in advance in accordance with the value of the Change Order or the calculated value of the time extension. All Change Orders with a value of two hundred and fifty thousand dollars ($250,000.00) or more shall be approved in advance by the Board of County Commissioners. All Change Orders with a value of less than two hundred and fifty thousand dollars ($250,000.00) shall be approved in advance as provided for in COUNTY's Procurement Code, as amended from time to time.

7.4.4 In the event satisfactory adjustment cannot be reached for any item

requiring a change in the Total Contract Price or Contract Time, and a Change Order has not been issued, COUNTY reserves the right at its sole option to either terminate this Contract as it applies to the items in question and make such arrangements as may be deemed necessary to complete the disputed work or submit the matter in dispute to the County Administrator or designee as set forth in Article 16 herein. During the pendency of the dispute, and upon receipt of a Change Order, DESIGN/BUILD FIRM shall promptly proceed with the change in the Work involved and advise the County Project Manager and the Contract Administrator in writing within seven (7) calendar days of DESIGN/BUILD FIRM's agreement or disagreement with the method, if any, provided in the Change Order for determining the proposed adjustment in the Total Contract Price or Contract Time.

7.4.5 On approval of any Contract change increasing the Total Contract Price,

DESIGN/BUILD FIRM shall ensure that the Performance Bond and Payment Bond are increased so that each reflects the Total Contract Price as increased.

7.4.6 To avoid delays to the Project and to mitigate damages to the parties,

Change Orders may be issued unilaterally by COUNTY. 7.5 No Damages for Delay: No claim for damages or any claim, other than for an

extension of time, shall be made or asserted against COUNTY by reason of any delays. DESIGN/BUILD FIRM shall not be entitled to an increase in the Total Contract Price or payment or compensation of any kind from COUNTY for direct, indirect, consequential, impact or other costs, expenses or damages, including, but not limited to, costs of acceleration or inefficiency, arising because of delay, disruption, interference or hindrance from any cause whatsoever, whether such delay, disruption, interference or hindrance be reasonable or unreasonable, foreseeable or unforeseeable, or avoidable or unavoidable; provided, however,

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that this provision shall not preclude recovery of damages by DESIGN/BUILD FIRM for hindrances or delays due solely to fraud, bad faith or active interference on the part of COUNTY or its agents. Otherwise, DESIGN/BUILD FIRM shall be entitled only to extensions of the Contract Time as the sole and exclusive remedy for such resulting delay, in accordance with and to the extent specifically provided above.

7.6 Excusable Delay: Compensable & Non-Compensable:

7.6.1 Excusable Delay: Delay which extends the completion of the Work and which is caused by circumstances beyond the control of DESIGN/BUILD FIRM or its Subcontractors, material persons, suppliers, or vendors. DESIGN/BUILD FIRM is entitled to a time extension of the Contract Time for each day the Work is delayed due to Excusable Delay. DESIGN/BUILD FIRM shall document its claim for any time extensions as provided in Section 4.9.1 herein and a determination as to whether an excusable delay has occurred shall be made by the County Project Manager. If the County Project Manager determines that an Excusable Delay has not occurred, DESIGN/BUILD FIRM may resolve the dispute in accordance with Article 16, Resolution of Disputes.

7.6.2 Excusable Delay may be compensable or non-compensable:

(a) Compensable Excusable Delay. Excusable Delay is only

compensable when (i) the delay extends the Contract Time, and (ii) is due solely to fraud, bad faith or active interference on the part of COUNTY. In no event shall DESIGN/BUILD FIRM be compensated for interim or non-critical delays which do not extend the Contract Time.

DESIGN/BUILD FIRM shall be entitled to direct and indirect costs for Compensable Excusable Delay. Direct costs recoverable by DESIGN/BUILD FIRM shall be limited to the actual additional costs allowed pursuant to Section 7.8 herein. COUNTY and DESIGN/BUILD FIRM recognize and agree that the amount of DESIGN/BUILD FIRM's precise actual indirect costs for delay in the performance and completion of the Work is impossible to determine as of the date of execution of the Contract Documents, and that proof of the precise amount will be difficult. Therefore, indirect costs recoverable by DESIGN/BUILD FIRM shall be liquidated on a daily basis for each day the Contract Time is delayed due to a Compensable Excusable Delay. These liquidated indirect costs shall be paid to compensate DESIGN/BUILD FIRM for all indirect costs caused by a Compensable Excusable Delay and shall include, but not be limited to, all profit on indirect costs, home office

CAF#202 -20- (Rev.03/12/14)

overhead, acceleration, loss of earnings, loss of productivity, loss of bonding capacity, loss of opportunity and all other indirect costs recoverable shall be Six Hundred Fifty Dollars ($650.00) per day for each day this Contract is delayed due to a Compensable Excusable Delay.

(b) Non-Compensable Excusable Delay. When Excusable Delay is (i)

caused by circumstances beyond the control of DESIGN/BUILD FIRM, its Subcontractors, material persons, suppliers and vendors, and is also caused by circumstances beyond the control of COUNTY or (ii) is caused jointly or concurrently by DESIGN/BUILD FIRM or its Subcontractors, material persons, suppliers or vendors and by COUNTY, then DESIGN/BUILD FIRM shall be entitled to a time extension equal to the actual number of days delayed on the critical path. The extended General Conditions costs associated with such time extension shall be considered Cost of the Work, but in no case shall DESIGN/BUILD FIRM be entitled to any increase in Total Contract Price for any damages for the delay.

7.7 Cost of the Work:

7.7.1 In full consideration of the full and complete performance of the Work and all other obligations of DESIGN/BUILD FIRM hereunder, COUNTY shall pay to DESIGN/BUILD FIRM a sum of money not to exceed the Design Build Services Price. The Design Build Services Price shall be as shown in Article 5 as the Design Build Services Price, adjusted to take into account any approved Change Orders. In the event that the DESIGN/BUILD FIRM's expenditures for the Project exceeds the Design Build Services Price, DESIGN/BUILD FIRM shall pay such excess from its own funds, and COUNTY shall not be required to pay any amount that exceeds the Design Build Services Price; and DESIGN/BUILD FIRM shall have no claim against COUNTY on account thereof.

7.7.2 The term "Cost of the Work" shall mean the sum of all direct costs

necessarily and reasonably incurred and paid by DESIGN/BUILD FIRM in the performance of the Work. Such costs shall be at rates not higher than those customarily paid in the locality of the Project except with the prior written consent of COUNTY. Cost of the Work shall include only those items set forth in this Section 7.7 and shall not include those listed in Section 7.7.6. Cost of the Work shall be determined as follows:

7.7.2.1 Subcontractor Costs shall be:

(1) Where the work is covered by unit prices contained in the

Contract Documents or an applicable subcontract, the Cost

CAF#202 -21- (Rev.03/12/14)

of the Work shall be determined by application of unit prices to the quantities of items involved.

(2) Where the Subcontractor is owned by, an affiliate of or

managed by DESIGN/BUILD FIRM or work is to be "self performed" by DESIGN/BUILD FIRM), overhead and profit shall not exceed five percent (5%) of the net Cost of the Work.

(3) If the subcontract provides that the Subcontractor is to be

paid on the basis of Cost of the Work plus a fee, the Subcontractor's Cost of the Work shall be determined in the same manner as DESIGN/BUILD FIRM's Cost of the Work.

7.7.3 DESIGN/BUILD FIRM's Labor Costs: Payroll costs for employees in the

direct employ of FIRM in the performance of the work described in the Contract Documents shall be limited to salaries plus labor burden as set forth in the schedule of job classifications agreed upon by COUNTY and DESIGN/BUILD FIRM in Form "M," Salary Costs, subject to audit by COUNTY. Payroll costs for employees not employed full time on the work covered by this Agreement shall be apportioned on the basis of the time the employees spent on the Work. Payroll costs shall include salaries and wages plus the labor burden to cover costs including social security contributions, unemployment, excise and payroll taxes, workers compensation, health insurance, sick leave, vacation and holiday pay applicable thereto.

7.7.4 Materials and Equipment: Cost of all materials and equipment furnished

and incorporated in the Work, including costs of transportation and storage thereof, and manufacturers' field services required in connection therewith; rentals of all construction equipment and machinery and the parts thereof whether rented from DESIGN/BUILD FIRM or others in accordance with rental agreements and the costs of transportation, loading, unloading, installation, dismantling and removal thereof, all in accordance with the terms of said agreements. The rental of any such equipment, machinery or parts shall cease when the use thereof is no longer necessary for the Work.

7.7.5 Miscellaneous Costs:

(1) The cost, as documented by DESIGN/BUILD FIRM's detailed receipts, of telephone, telegrams, postage, photographs, blueprints, office supplies, first aid supplies and related miscellaneous costs reasonably incurred in direct support of the Work at the Project location.

CAF#202 -22- (Rev.03/12/14)

(2) Premiums (Net) on bonds and insurance, including subcontractor bonds, if any, that DESIGN/BUILD FIRM is obligated to secure and maintain under the terms of the Contract Documents and such other insurance and bonds as may be required, subject to the written approval of COUNTY. Premiums paid as part of DESIGN/BUILD FIRM's cost shall be net of trade discounts, volume discounts, dividends and other adjustments. All insurance and bonds shall be provided by companies acceptable to COUNTY. Self-insurance by DESIGN/BUILD FIRM or insurance through any affiliates of DESIGN/BUILD FIRM shall not be permitted without COUNTY's prior written approval. COUNTY's approval shall not be required on Subcontractor bonds, and premiums thereof shall be considered a Cost of the Work.

(3) The cost of obtaining and using any utility services required for the

Work that are not paid directly by COUNTY, including fuel and sanitary services at the Project site.

(4) The cost of removal of debris from the site. The Project site, lay-

down locations, and staging sites will be kept clear of all debris on a daily basis. All subcontracts shall require Subcontractors to remove all debris daily created by their activities, and DESIGN/BUILD FIRM shall exercise its best efforts to enforce such requirements or to effect the removal of the debris of the subcontractors who fail in this regard. Provided, however, DESIGN/BUILD FIRM shall not be required to remove debris created by COUNTY's separate contractors except pursuant to Change Order procedures set forth herein.

(5) The cost and expenses actually sustained by DESIGN/BUILD FIRM

in connection with the Work of protecting and repairing adjoining property, if required, except to the extent that any such cost or expense is:

(a) the responsibility of DESIGN/BUILD FIRM under Article 13,

reimbursable by insurance or otherwise; (b) due to the failure of DESIGN/BUILD FIRM to comply with

the requirements of the Contract Documents with respect to insurance; or,

(c) due to the failure of any officer of DESIGN/BUILD FIRM or of

any of its representatives having supervision or direction of the Work to exercise good faith or the standard of care normally exercised in the conduct of the business of a general contractor experienced in the performance of work

CAF#202 -23- (Rev.03/12/14)

of the magnitude, complexity and type encompassed by the Contract Documents, in any of which events any such expenses shall not be included in DESIGN/BUILD FIRM's costs.

(6) Federal, state, municipal, sales, use and other taxes, as applicable

to the Project, all with respect to services performed or materials furnished for the Work, it being understood that none of the foregoing includes federal, state or local income or franchise taxes.

(7) The proportion of necessary transportation, travel and subsistence

expenses of DESIGN/BUILD FIRM's employees, excluding travel time, incurred in discharge of duties connected with the Work except for local travel to and from the site of the Work.

(8) Cost, including transportation and maintenance, of all materials,

supplies, equipment, machinery, appliances, office and temporary facilities at the site and hand tools not owned by the workers, which are consumed in the performance of the Work, and cost less market value of such items used but not consumed which remain the property of DESIGN/BUILD FIRM.

(9) Deposits lost for causes other than DESIGN/BUILD FIRM's

negligence; royalty payments and fees for permits and licenses. (10) Cost of premiums for additional bonds and insurance required

because of changes in the Work.

(11) Any other expenses or charges incurred, with the prior written approval of the Contract Administrator, in the performance of the Work.

7.7.6 Exclusions to Cost of the Work: Overhead is defined as any and all other

costs, not referenced in Sections 7.7.2, 7.7.3, 7.7.4, and 7.7.5 above which are not in direct support of the Project. DESIGN/BUILD FIRM agrees to furnish and perform, as a part of DESIGN/BUILD FIRM's fee and without reimbursement, said overhead items. The term "Cost of the Work" shall not include any of the following:

7.7.6.1 Payroll costs and other compensation of DESIGN/BUILD

FIRM's officers, executives, principals (of partnership and sole proprietorship), general managers, engineers, architects, estimators, lawyers, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks and other personnel employed by DESIGN/BUILD FIRM whether at the site or in its principal or a branch office for general

CAF#202 -24- (Rev.03/12/14)

administration that are not specifically included in the General Conditions are to be considered administrative costs covered by DESIGN/BUILD FIRM's fee.

7.7.6.2 Other than those expenses authorized by this Agreement,

expenses of DESIGN/BUILD FIRM's principal and branch offices.

7.7.6.3 Any part of DESIGN/BUILD FIRM's capital expenses, including

interest on DESIGN/BUILD FIRM's capital employed for the Work and charges against DESIGN/BUILD FIRM for delinquent payments.

7.7.6.4 Other overhead, general expense costs or charges of any kind

and the cost of any item not specifically and expressly included in Sections 7.7.2, 7.7.3, 7.7.4, and 7.7.5.

7.7.6.5 Entertainment and meal expenses, car allowances (except for

vehicle allowances for full-time employees stationed on-site with advance approval by the Owner) and charges of a personal nature.

7.7.6.6 Bonuses, profit-sharing or other special labor charges not

included in Section 7.7.3, herein. 7.7.6.7 Any outside legal or accounting fees incurred without prior

written approval from the County Attorney, which approval is at the sole discretion of the County Attorney.

ARTICLE 8 - INSURANCE

FOR CONSTRUCTION SERVICES Design Professional section starts at Section 8.4

8.1 COUNTY Provided Insurance. COUNTY will provide an Owner Controlled Insurance Program (“OCIP”) for the Project. The OCIP will be administered by Arthur J. Gallagher & Company (“OCIP Administrator”), contracted through the COUNTY’s Risk Management Division. The OCIP is more fully described in the insurance manual (the “Insurance Manual”) and the OCIP Safety and Loss Prevention Manual for the Project, which are hereby incorporated into this Agreement by this reference and attached hereto. Parties performing labor or services at the Project site are eligible to enroll in the OCIP, unless they are Excluded Parties (as defined below). The OCIP will provide to Eligible and Enrolled Parties (as defined below) Workers’ Compensation and Employer’s Liability insurance, Commercial General Liability insurance, Excess Liability

CAF#202 -25- (Rev.03/12/14)

insurance, Builder’s Risk insurance, and Pollution Liability insurance as summarily described below, in connection with the performance of the Work (“OCIP Coverages”).

8.1.1 Eligible and Enrolled Parties and Their Insurance Obligations.

OCIP Coverages shall cover Enrolled Parties. Enrolled Parties are: the COUNTY, the OCIP Administrator, DESIGN/BUILD FIRM and eligible Subcontractors of all tiers that enroll in the OCIP, and such other persons or entities as COUNTY may designate, in its sole discretion (each party insured under the OCIP is an “Enrolled Party.”) Enrolled Parties shall obtain and maintain, and shall require each of its or their Subcontractors to obtain and maintain, the insurance coverage specified in Section 8.2, below, and in the Insurance Manual.

8.1.2 Excluded Parties and Their Insurance Obligations.

The OCIP Coverages do not cover the following “Excluded Parties”: (a) Hazardous materials remediation, removal and/or transport

companies and their consultants; (b) Architects, surveyors, engineers, and soil testing engineers,

and their consultants; (c) Vendors, suppliers, fabricators, material dealers, truckers,

haulers, drivers and others who merely transport, pick up, deliver, or carry materials, personnel, parts or equipment, or any other items or persons to or from the Project site;

(d) Design Build Architect/Engineer and each of its or their respective Subconsultants providing design professional services, and those subcontractors of all tiers that do not perform any actual labor on the Project site; and

(e) Any parties or entities excluded by COUNTY in its sole discretion, even if they are otherwise eligible.

Excluded Parties and parties no longer enrolled in or covered by

the OCIP shall obtain and maintain, and shall require each of its or their Subcontractors of all tiers to obtain and maintain, the insurance coverage specified in Section 8.2, below, and in the Insurance Manual for all on-site and off-site operations.

8.1.3 OCIP Insurance Policies Establish the OCIP Coverages. The OCIP

Coverage and exclusions summarized in this Section 8.1 or in the Insurance Manual are set forth in full in their respective insurance policies. The summary descriptions of the OCIP Coverages in this Section 8.1 or the Insurance Manual are for informational purposes only and are not intended to be exhaustive, or to alter or amend

CAF#202 -26- (Rev.03/12/14)

any provision of the actual OCIP Coverages. In the event that any provision of this Section 8.1 or the Insurance Manual conflicts with the OCIP insurance policies, the provisions of the actual OCIP insurance policies shall govern.

8.1.4 Summary of OCIP Coverage. OCIP Coverages shall apply only to

those operations of each Eligible and Enrolled Party performed at the Project site in connection with the Work. OCIP coverages shall not apply to ineligible parties, even if they are erroneously enrolled in the OCIP. An Enrolled Party’s operations away from the Project site, including product manufacturing, assembling, or otherwise, shall only be covered if such off-site operations are identified and are dedicated solely to the Project, and agreed upon in writing by the COUNTY. OCIP Coverages shall not cover off-site operations until receipt by Contractor or its Subcontractor of any tier of written acknowledgment of such coverage from the OCIP Administrator. The OCIP shall provide only the following insurance to Eligible and Enrolled Parties:

Summary Only

8.1.4.1 Workers’ Compensation Insurance at the Statutory Limit in compliance with the Workers’ Compensation Law of the State of Florida, and in compliance with all federal laws, including U.S. Longshore & Harbor Workers Act, and Jones Act coverage, where appropriate. This insurance is primary for all occurrences at the Project site. 8.1.4.2 Employers’ Liability Insurance with the following limits: Bodily Injury by Accident, each accident $1,000,000 Bodily Injury by Disease, each employee $1,000,000 Bodily Injury by Disease, policy limit $1,000,000 This insurance is primary for all occurrences at the Project site. 8.1.4.3 Commercial General Liability (CGL) Insurance provided on ISO

Occurrence Form, or its equivalent, with the following limits: Each Occurrence Limit $2,000,000 General Aggregate Limit for all Enrolled Parties $4,000,000 Products & Completed Operations Aggregate For all Eligible and Enrolled Parties $4,000,000 Ten (10) Years Products & Completed Operations Extension

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Contractor shall be responsible for all deductibles under the CGL insurance up to $5,000.

This insurance is primary for all occurrences at the Project site. 8.1.4.4 Excess Liability Insurance (over Employer’s Liability & General

Liability), with the following limits: Combined Single Limit $200,000,000 General Annual Aggregate for all Enrolled Parties $200,000,000 Products & Completed Operations Aggregate For all Eligible and Enrolled Parties $200,000,000 Ten (10) Years Products & Completed Operations Extension 8.1.4.5 COUNTY shall obtain and maintain Builder’s Risk Insurance for

the Project, if applicable, providing coverage for all risks of direct physical loss or damage including flood, earthquake, and named windstorm, as more fully described in the original policy wording. DESIGN/BUILD FIRM and all subcontractors of every tier performing a portion of the Work on the Project shall be additional insureds under the Builder’s Risk insurance. The Builder’s Risk insurance will provide coverage for property in the course of construction, including offsite storage, transit, buildings, structures, fixtures, materials, foundations, machinery, equipment, and damage to existing property at Tradewinds Park, all as more fully described in the original policy. The Builder’s Risk insurance will provide minimum limits of liability of $20,000,000 for physical damage and loss per project, subject to additional sub-limits as set forth in the original policy. DESIGN/BUILD FIRM shall be responsible for all deductibles under the Builder’s Risk insurance up to $25,000 per occurrence. The Builders Risk policy does not provide coverage for “delay in completion” or soft costs nor is it the intent of the owner to provide coverage for such.

8.1.4.6 Contractor’s Pollution Liability (“CPL”) Insurance, providing

coverage for claims for bodily injury, property damage, clean-up costs, and related legal defense expense for pollution conditions that result from, or are disrupted by, the services rendered in performance of the contract by or on behalf of DESIGN/BUILD FIRM or any Subcontractor. Coverage will include, clean-up costs, extensions for transportation and disposal, will include full severability of interests, and will not be restricted by any time element limitations, mold, asbestos, or lead based paint exclusions. Coverage will apply to pollution conditions on, at, under, or migrating from the Project site. The CPL insurance shall have the following limits:

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Each Loss $200,000,000 Aggregate $200,000,000

DESIGN/BUILD FIRM shall be responsible for all deductibles under the Contractor’s Pollution Liability (“CPL”) insurance, up to $50,000.

8.1.5 COUNTY’S Obligations.

COUNTY shall pay the costs of premiums for the OCIP Coverages. Builders Risk (if applicable) and the Contractor’s Pollution Liability (if applicable). COUNTY will receive or pay, as the case may be, all adjustments to such costs, whether by way of dividends, retroactive adjustments, return premiums, other moneys due, audits or otherwise. DESIGN/BUILD FIRM hereby assigns to COUNTY the right to receive all such adjustments, and shall require each of its Subcontractors of every tier to assign to COUNTY the right to receive all such adjustments. COUNTY assumes no obligation to provide insurance other than that specified in this Section 8.1, and in the OCIP insurance policies. COUNTY’S furnishing of OCIP Coverages shall in no way relieve or limit, or be construed to relieve or limit, DESIGN/BUILD FIRM or any of its Subcontractors of any responsibility, liability, or obligation imposed by the Contract Documents, the OCIP insurance policies, or by law, including, without limitation, any indemnification obligations which DESIGN/BUILD FIRM or any of its Subcontractors have to COUNTY thereunder. COUNTY reserves the right at its option, without obligation to do so, to furnish other insurance coverage of various types and limits provided that such coverage is not less than that specified in the Contract Documents.

8.1.6 DESIGN/BUILD FIRM’S OCIP Obligations.

DESIGN/BUILD FIRM shall: 8.1.6.1 Incorporate the terms of Section 8.1 concerning the OCIP,

into all subcontract agreements. 8.1.6.2 Enroll in the OCIP within five (5) days of execution of the

Contract and maintain enrollment in the OCIP for the duration of the Contract, and assure that each of DESIGN/BUILD FIRM’S eligible Subcontractors of every tier enroll in the OCIP, and maintain enrollment in the OCIP for the duration of their respective subcontract within five (5) days of subcontracting and prior to the commencement of Work at the Project site.

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8.1.6.3 Comply with all of the administrative, safety, insurance, and other requirements outlined in this Section 8.1, the Insurance Manual, the OCIP Safety and Loss Prevention Manual.

8.1.6.4 Provide to each of its Subcontractors of every tier a copy of

the Insurance Manual, the OCIP Safety and Loss Prevention Manual, and ensure Subcontractor compliance with the provisions of the OCIP insurance policies, the Insurance Manual, the OCIP Safety and Loss Prevention Manual, this Section 8.1, and the Contract Documents. The failure of (a) COUNTY to include the Insurance Manual in the bid documents or (b) failure of DESIGN/BUILD FIRM to provide to each of its eligible Subcontractors of every tier a copy of the same shall not relieve DESIGN/BUILD FIRM or any of its Subcontractors from any of the obligations contained therein.

8.1.6.5 Acknowledge, and require all of its Subcontractors of every

tier to acknowledge, in writing, that COUNTY and the OCIP Administrator are not agents, partners or guarantors of the insurance companies providing coverage under the OCIP (each such insurer, an “OCIP Insurer”), that neither COUNTY nor the OCIP Administrator are responsible for any claims or disputes between or among DESIGN/BUILD FIRM, its Subcontractors of any tier, and any OCIP Insurer(s), and that neither COUNTY nor OCIP Administrator guarantees the solvency or the availability of limits of any OCIP Insurer(s). Any type of insurance coverage or limits of liability in addition to the OCIP Coverages that DESIGN/BUILD FIRM or its Subcontractors of any tier require for its or their own protection, or that is required by applicable laws or regulations, shall be DESIGN/BUILD FIRM’s or its Subcontractors’ sole responsibility and expense, and shall not be billed to COUNTY.

8.1.6.6 Exclude the cost of insurance provided by OCIP

Coverages from DESIGN/BUILD FIRM’S bid or proposal, and ensure that each Subcontractor of every tier excludes the Cost of OCIP Coverages from their respective bids or proposals. The “cost of insurance provided by OCIP Coverages” is defined as the amount of DESIGN/BUILD FIRM’s and its Subcontractors’ cost reduction in insurance related costs due to eligibility for OCIP Coverages which includes reduction in insurance premiums, related taxes and assessments, markup on the insurance premiums and losses retained through the use of a self-funded program, self-insured retention, or deductible program. The cost of insurance provided by OCIP Coverages must include expected losses within any retained risk. DESIGN/BUILD FIRM must deduct the cost of insurance provided by OCIP Coverages for all Subcontractors in

CAF#202 -30- (Rev.03/12/14)

addition to their own cost of insurance provided by OCIP Coverages. Change orders must also be priced to exclude the cost of insurance provided by Coverages.

8.1.6.7 Cooperate fully with the OCIP Administrator and the OCIP

Insurers, as applicable, in the administration of the OCIP. 8.1.6.8 Provide, within five (5) days of COUNTY’S or the OCIP

Administrator’s request, all documents or information requested of DESIGN/BUILD FIRM or its Subcontractors relating to eligibility for, enrollment in, or administration of the OCIP. Such information may include, but may not be limited to, payroll records, certified copies of insurance coverages, declaration pages of coverages, certificates of insurance, underwriting data, prior loss history information, safety records or history, OSHA citations, construction cost estimates for this Project, including auditable records of the calculation of the bid or Contract Price or any subcontract amount, pricing for each cost included in the bid or Contract Price or any subcontract amount, or such other data or information as COUNTY, the OCIP Administrator, or OCIP Insurers may request in the administration of the OCIP, to verify that the Costs of OCIP Coverages were not included in the Contract Price or any subcontract amount, or as required by the Insurance Manual. All such records shall be maintained through the term of the Contract and for a period of five (5) years thereafter.

8.1.6.9 Comply, and require all of its Subcontractors to comply with

OCIP Administrator’s instructions for electronically enrolling in the OCIP using the accepted “OCIP/Wrap-up Administration” system and for electronically reporting payroll using “the accepted ‘OCIP/Wrap-up Administration” system.” If a Contractor or Subcontractor cannot provide payroll information electronically, they may provide it to the OCIP Administrator.

8.1.6.10 Pay to COUNTY a sum of up to $5,000 for each

occurrence under the OCIP’s Commercial General Liability Policy, including court costs, attorney’s fees and costs of defense for bodily injury or property damage to the extent losses are attributable to DESIGN/BUILD FIRM’S Work, acts, or omissions, the Work, acts, or omissions of any of DESIGN/BUILD FIRM’S Subcontractors, or the Work, acts or omissions of any other entity or party for whom DESIGN/BUILD FIRM or its Subcontractor may be responsible (“General Liability Obligation”).

8.2 Additional Insurance Required From Enrolled Parties and Excluded Parties:

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DESIGN/BUILD FIRM shall require each of its Subcontractors of all tiers to obtain and maintain, the insurance coverages specified in this Section 8.2, “Additional Insurance Required From Enrolled Parties and Excluded Parties”, in a form and from insurance companies reasonably acceptable to COUNTY with an A.M. Best rating of no less than an A- rated carrier. The insurance limits may be provided through a combination of primary and excess policies, including the umbrella form of policy. Each policy required under this Section 8.2, except Workers’ Compensation policy, shall name COUNTY, Design Build Architect/Engineer, the OCIP Administrator, their respective officers, agents and employees, and any additional entities as COUNTY may request as additional insureds. The additional insured endorsement, as required in Section 8.2.11 and 8.3, shall state that the coverage provided to the additional insureds is primary and non-contributory with respect to any other insurance available to the additional insureds. DESIGN/BUILD FIRM shall provide certificates of insurance coverage to COUNTY or the OCIP Administrator as required by the Insurance Manual. Enrolled Parties are to provide evidence of Worker’s Compensation, Employer’s Liability, General Liability, and Excess Liability insurance, as set out below, for off-site activities, and evidence of Automobile Liability insurance for all activities, both on-site and off-site. Excluded Parties must provide evidence of all insurance set out below for both on-site and off-site activities. 8.2.1 Standard Commercial Automobile Liability Insurance covering all

owned, non-owned, and hired automobiles, trucks, and trailers with a combined single limit of not less than $1,000,000 for bodily injury, $1,000,000 for property damage, with a $5,000,000 policy limit for vehicles.

8.2.2 Workers’ Compensation insurance at the Statutory Limit in compliance with the Workers Compensation Law of the State of Florida, and in compliance with all federal laws, including U.S. Longshore & Harbor Workers Act, and Jones Act coverage, where appropriate, and Employer’s Liability insurance with limits of not less than $1,000,000 each accident, $1,000,000 each employee, and with a $1,000,000 policy limit.

This insurance is primary for all occurrences at the Project site. 8.2.3 Commercial General Liability Insurance in a form providing

coverage not less than the standard ISO Commercial General Liability insurance policy (“Occurrence Form”). The limits shall be:

Enrolled Parties/Excluded Parties

Each Occurrence $1,000,000/$2,000,000 General Aggregate $2,000,000/$4,000,000

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Products/Completed Operations Aggregate $2,000,000/$4,000,000 Personal/Advertising Injury Aggregate $1,000,000/$2,000,000 Ten (10) Years Products/Completed Operations Extension 8.2.4 If required by COUNTY, Watercraft Liability Insurance, in form and

with limits of liability and from an insurer reasonably satisfactory to the COUNTY.

8.2.5 Contractor’s Pollution Liability insurance for Excluded Parties, with

the following limits: Combined Single Limit per Occurrence $2,000,000 General Annual Aggregate $2,000,000 If transporting hazardous waste/materials from the Project site, an

appropriate MCS-90 Endorsement must be attached and supplied to COUNTY on a primary basis with $5,000,000 limits of liability.

8.2.6 For all policies provided under this Section 8.2, if the initial

insurance expires prior to the completion of the work, renewal copies of policies shall be furnished at least thirty (30) days prior to the date of their expiration.

8.2.7 For all policies provided under this Section 8.2, the policy(ies) must

be endorsed to provide COUNTY with at least thirty (30) days’ notice of cancellation and/or restriction.

8.2.8 DESIGN/BUILD FIRM shall furnish to the COUNTY, or the OCIP

Administrator, Certificates of Insurance or endorsements evidencing the insurance coverage specified above within fifteen (15) calendar days of notification of award of the Contract, in the form attached hereto as Exhibit _(insurance requirement)__. The required Certificates of Insurance shall name the types of policies provided, refer specifically to this Contract, and state that such insurance is as required by this Contract. The Certificate of Insurance shall be in a form similar to and contain the information set forth in a standard Acord form 25-S. The failure to provide the Certificate of Insurance within fifteen (15) days shall be the basis for the rescission of the awarding contract. The official title of the certificate holder is Broward County. This official title shall be used in all insurance documentation.

8.2.9 Right to revise or reject. Broward County's Risk Management

Division reserves the right, but not the obligation, to review and revise any insurance requirements at the time of contract renewal

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and/or any amendments, not limited to deductibles, limits, coverages and endorsements based on insurance market conditions affecting the availability or affordability of coverage; or changes in the scope of work/specifications affecting the applicability of coverage.

8.2.10 COUNTY and Design Build Architect/Engineer are to be expressly

included as additional insureds in the name of Broward County and Design Build Architect/Engineer with respect to general liability and excess liability coverages arising out of operations performed for COUNTY by or on behalf of DESIGN/BUILD FIRM or acts or omissions of DESIGN/BUILD FIRM in connection with general supervision of such operation. If DESIGN/BUILD FIRM uses a subcontractor, then DESIGN/BUILD FIRM shall ensure that subcontractor names COUNTY and Design Build Architect/Engineer as additional insureds.

DESIGN/BUILD FIRM’S failure to procure or maintain the insurance required by this section 8.2 and to ensure that all of its Subcontractors of every tier maintain the required insurance during the entire term of their respective contracts shall constitute a material breach of this Contract pursuant to which COUNTY may immediately suspend or terminate this Contract, or, at its discretion, procure or renew such insurance to protect COUNTY’S interests, pay any and all premiums in connection therewith, and withhold or recover all monies so paid from DESIGN/BUILD FIRM.

8.3 Additional Insurance Provisions.

8.3.1 Representations and Warranties. DESIGN/BUILD FIRM represents

and warrants to COUNTY, and shall require its Subcontractors of every tier represent and warrant to COUNTY that:

8.3.1.1 All information they submit to COUNTY, or to the OCIP

Administrator, shall be accurate and complete. 8.3.1.2 They have had the opportunity to read and analyze copies

of the OCIP insurance policies that are on file in COUNTY’S office, and they understand the OCIP Coverages as well as the requirements of the OCIP Safety and Loss Prevention Manual. Any reference or summary in the Contract, this Section 8, the Insurance Manual, or elsewhere in any other Contract Document as to amount, nature, type or extent of OCIP Coverages and/or potential applicability to any potential claim or loss is for reference only. DESIGN/BUILD FIRM and its Subcontractors of all tiers have not relied upon said reference, but solely upon their own independent review and analysis of the OCIP Coverages in formulating any

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understanding and/or belief as to amount, nature, type or extent of any OCIP Coverages and/or its potential applicability to any potential claim or loss.

8.3.1.3 The cost of insurance provided by OCIP Coverages were

not included in DESIGN/BUILD FIRM’S bid or proposal for the Work, the Contract Price, and will not be included in any change order or any request for payment for the Work or extra work.

8.3.1.4 DESIGN/BUILD FIRM acknowledges that COUNTY shall

not pay or compensate DESIGN/BUILD FIRM or any Subcontractor of any tier, in any manner, for the Costs of OCIP Coverages.

8.3.2 Audits. DESIGN/BUILD FIRM agrees that OWNER, the OCIP

Administrator, and/or any OCIP Insurer may audit DESIGN/BUILD FIRM’S or any of its Subcontractors’ payroll records, books and records, insurance coverages, insurance cost information, bid estimates, or pricing for any cost in the Contract Price or any subcontracted Work, or any information that DESIGN/BUILD FIRM provides to COUNTY, the OCIP Administrator, or the OCIP Insurers to confirm their accuracy, and to ensure that the Costs of OCIP Coverages are not included in any payment for the Work.

8.3.3 COUNTY’S Election to Modify or Discontinue the OCIP. COUNTY

may, for any reason, modify the OCIP Coverages, discontinue the OCIP, or request that DESIGN/BUILD FIRM or any of its Subcontractors of any tier withdraw from the OCIP upon thirty (30) days written notice. Upon such notice DESIGN/BUILD FIRM and/or one or more of its Subcontractors, as specified by COUNTY in such notice, shall obtain and thereafter maintain during the performance of the Work, all (or a portion thereof as specified by COUNTY) of the OCIP Coverages. The form, content, limits of liability, cost, and the insurer issuing such replacement insurance shall be subject to COUNTY’S approval. The cost of the replacement coverage shall be at COUNTY’S expense, but only to the extent of the applicable Costs of OCIP Coverages.

8.3.4 Withholding Payments. COUNTY may withhold from any payment

owed or owing to DESIGN/BUILD FIRM or its Subcontractors of any tier the Costs of OCIP Coverages if they are included in a request for payment. In the event a COUNTY audit of DESIGN/BUILD FIRM’S records and information reveals a discrepancy in the insurance, payroll, safety, or any other information required by the Contract Documents to be provided by DESIGN/BUILD FIRM to COUNTY, or to the OCIP Administrator, or reveals the inclusion of the Cost of OCIP Coverages in any

CAF#202 -35- (Rev.03/12/14)

payment for the Work, COUNTY shall have the right to full deduction from the Contract Price of all such Costs of OCIP Coverages and all audit costs. Audit costs shall include, but shall not be limited to, the fees of the OCIP Administrator, and the fees of attorneys and accountants conducting the audit and review. If the DESIGN/BUILD FIRM or its Subcontractors fail to timely comply with any provisions of this Contract concerning the OCIP, COUNTY may withhold any payments due to DESIGN/BUILD FIRM and/or its Subcontractors of any tier until such time as they have complied. Such withholding by COUNTY shall not be deemed to be a default under the Contract Documents.

8.3.5 Waiver of Subrogation. Where permitted by law, DESIGN/BUILD

FIRM hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against COUNTY, the OCIP Administrator, their officers, agents, or employees, and any other contractor or Subcontractor performing Work or rendering services on behalf of COUNTY in connection with the planning, development and construction of the Project. COUNTY also requires that all DESIGN/BUILD FIRM maintained insurance coverage related to the Work include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against DESIGN/BUILD FIRM, COUNTY, the OCIP Administrator, and their officers, agents, or employees. Where permitted by law, DESIGN/BUILD FIRM shall require similar written express waivers and insurance clauses from each of its Subcontractors. A waiver of subrogation shall be effective as to any individual or entity even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged.

8.3.6 Duty of Care. Nothing contained in this Section 8, or the Insurance

Manual shall relieve the DESIGN/BUILD FIRM or any of its Subcontractors of any tier of their respective obligations to exercise due care in the performance of their duties in connection with the Work, and to complete the Work in strict compliance with the Contract Documents.

8.3.7 Conflicts. In the event of a conflict, the provisions of the OCIP

insurance policies shall govern, then the provisions of the Contract and its other related Contract Documents, then the provisions of the Insurance Manual.

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FOR DESIGN PROFESSIONALS ONLY

8.4 General Commercial Liability: Design Build Architect/Engineer agrees to maintain Commercial General Liability coverage at a limit of not less than two million dollars ($2,000,000.00) each occurrence and two million dollars ($2,000,000.00) for aggregate. Design Build Architect/Engineer agrees its coverage will not contain any restrictive endorsement(s) excluding or limiting premises or operations, product/completed operations, independent contractors or Contractor’s Owners Protection Liability, Broad Form Property Damage, Board Form Contractual Liability applicable, including any hold harmless or indemnification, or both.

8.4.1 Additional Insured: Design Build Architect/Engineer agrees to endorse

COUNTY as additional insured, to its Commercial General Liability, Umbrella or Excess Liability. The additional insured shall read “Broward County.”

8.5 Professional Liability or equivalent Errors & Omissions Liability: Design Build

Architect/Engineer agrees to maintain Professional Liability coverage with the limits of liability provided by such policy for five million dollars ($5,000,000.00) for each claim with a maximum deductible of one hundred thousand dollars ($100,000.00) per occurrence and seven million dollars ($7,000,000.00) per aggregate. Design Build Architect/Engineer shall maintain the claims made form coverage continuously in force for a minimum of six (6) years following the completion date of this Agreement and shall annually provide COUNTY with evidence of renewal coverage. Design Build Architect/Engineer shall be responsible to pay for all deductibles.

Design Build Architect/Engineer shall notify COUNTY in writing within thirty (30) calendar days of any claims filed or made against the Professional Liability Insurance Policy.

8.6 Workers’ Compensation Insurance and Employers Liability: Design Build

Architect/Engineer aggress to maintain Worker’s Compensation Insurance and Employers Liability Insurance to apply for all employees in compliance with the “Worker’s Compensation Law” of the state of Florida and all applicable federal laws. In addition, the policy(ies) must include Employer’s Liability with a minimum of one hundred thousand dollars ($100,000.00) for each accident. Note: Elective exemptions or coverage through an employee leasing arrangement will NOT satisfy this requirement.

8.7 Business Automobile Liability: Design Build Architect/Engineer agrees to

maintain Business Automobile Liability coverage at a limit of one million dollars ($1,000,000.00) for each occurrence. Coverage shall include liability for owned, non-owned, hired and any auto if applicable. In the event Design Build Architect/Engineer does not own automobiles, Design Build

CAF#202 -37- (Rev.03/12/14)

Architect/Engineer agrees to maintain coverage for hired and non-owned auto liability, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy.

8.8 Design Build Architect/Engineer agrees to provide COUNTY a Certificate(s) of

Insurance evidencing that all coverages, limits, and endorsements required herein are maintained and in full force and effect. Coverage is not to cease and is to remain in force until all performance required of Design Build Architect/Engineer is completed. All policies must be endorsed to provide COUNTY with at least fifteen (15) days’ notice of non-renewal or cancellation and/or restriction. If any of the insurance coverage’s expire prior to the completion of the work; copies of renewal policies shall be furnished at least thirty (30) days prior to the date of their expiration.

8.9 In the event Design Build Architect/Engineer elects to enter into an agreement

with a Subconsultant(s)/Subcontractor(s) to perform work/activities for the Project, Design Build Architect/Engineer agrees to include in its contract with the successful Subconsultant(s)/Subcontractor(s) the requirements set forth above in favor of COUNTY. The Design Build Architect/Engineer further agrees to provide COUNTY, prior to commencement of any activities, Certificates of Insurance evidencing subconsultant(s)/subcontractor(s)’ compliance with the requirements of this section.

8.10 The certificate holder address shall read “Broward County”. The official title

of the owner is Broward County. This official title shall be used in insurance documentation.

8.11 Right to revise or reject: Broward County’s Risk Management Division

reserves the right, but not obligation, to review and revise any insurance requirements at any time, including but not limited to deductibles, limits, coverages and endorsements based on insurance market conditions affecting the availability or affordability of coverage; or changes in the scope of work/specifications affecting the applicability of coverage.

ARTICLE 9 - INDEMNIFICATION 9.1 DESIGN/BUILD FIRM shall indemnify and hold harmless COUNTY, its officers

and employees from liabilities, damages, losses, claims and costs including but not limited to, reasonable attorneys’ fees, to the extent caused by the negligence, recklessness or intentionally wrongful misconduct of DESIGN/BUILD FIRM, and other persons employed or utilized by DESIGN/BUILD FIRM in the performance of this Agreement. The provisions of this section shall survive the expiration or earlier termination of this Agreement. To the extent considered necessary by Contract Administrator and County Attorney, any sums due DESIGN/BUILD FIRM under this Agreement may be retained by COUNTY until all of COUNTY’s

CAF#202 -38- (Rev.03/12/14)

claims for indemnification pursuant to this Agreement have been settled or otherwise resolved, and any amount withheld shall not be subject to payment of interest by COUNTY.

ARTICLE 10 - PERFORMANCE AND PAYMENT BOND AND QUALIFICATIONS OF SURETY

10.1 Within fifteen (15) calendar days of the Board's action approving this Agreement,

DESIGN/BUILD FIRM shall furnish a Performance and Payment Bond in accordance with and in substantially the same form as the Performance and

Payment Bond attached hereto as Form "E." 10.1.1 Each Bond shall be in the amount of one hundred percent (100%) of

the Total Contract Price guaranteeing to COUNTY the completion and performance of the work covered in this Agreement as well as full payment of all suppliers, material providers, laborers, or Subcontractors of all tiers employed pursuant to this project. Each Bond shall be with a surety company which is qualified pursuant to Section 10.2.

10.1.2 Each Bond shall continue in effect for one year after Final Completion

and acceptance of the Work with liability equal to one hundred (100%) percent of the Contract sum, or an additional bond shall be conditioned that DESIGN/BUILD FIRM will, upon notification by COUNTY, correct any defective or faulty work or materials which appear within one (1) year after final completion of this Agreement.

10.1.3 Pursuant to the requirements of Section 255.05(1)(a), Florida Statutes,

as may be amended from time to time, DESIGN/BUILD FIRM shall ensure that the bond(s) referenced above shall be recorded in the public records of Broward County and provide COUNTY with evidence of such recording as a precondition to commencing any work.

10.1.4 Alternate Form of Security: In lieu of a Performance and Payment

Bond required in Section 10.1 above, DESIGN/BUILD FIRM may furnish alternate forms of security which may be in the form of cash, money order, certified check, cashier's check. Also acceptable is a Performance and Payment Guaranty Form Unconditional Letter of Credit, in the form attached hereto as Form "G." Such alternate forms of security shall be subject to the approval of COUNTY and for same purpose and shall be subject to the same conditions as those applicable above and shall be held by COUNTY for one year after completion and acceptance of the Work.

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10.2 Qualifications of Surety:

10.2.1 Each bond must be executed by a surety company of recognized stand-ing, authorized to do business in the State of Florida as surety, having a resident agent in the State of Florida and having been in business with a record of successful continuous operation for at least five (5) years.

10.2.2 The surety company shall hold a current certificate of authority as

acceptable surety on federal bonds in accordance with United States Department of Treasury Circular 570, Current Revisions. If the amount of the Bond exceeds the underwriting limitation set forth in the circular, in order to qualify, the net retention of the surety company shall not exceed the underwriting limitation in the circular, and the excess risks must be protected by coinsurance, reinsurance, or other methods in accordance with Treasury Circular 297, revised September 1, 1978 (31 CFR Section 223.10, Section 223.111). Further, the surety company shall provide COUNTY with evidence satisfactory to COUNTY, that such excess risk has been protected in an acceptable manner.

10.2.3 COUNTY will accept a surety bond from a company with a rating of A-

or better for bonds up to Two Million Dollars ($2,000,000.00); provided, however, that if any surety company appears on the watch list that is published quarterly by Intercom of the Office of the Florida Insurance Commissioner, COUNTY shall review and either accept or reject the surety company based on the financial information available to COUNTY. A surety company that is rejected by COUNTY may be substituted by the bidder or proposer with a surety company acceptable to COUNTY, only if the bid amount does not increase. The ratings of Surety shall correspond to the amount of bonds as follows:

Amount of Bond

Policy Holder's Ratings

Section 1.01 Financial Size

Category

500,001 to 1,000,000 A- Class I 1,000,001 to 2,000,000 A- Class II 2,000,001 to 5,000,000 A Class III 5,000,001 to 10,000,000 A Class IV 10,000,001 to 25,000,000 A Class V 25,000,001 to 50,000,000 A Class VI 50,000,001 or more A Class VII

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ARTICLE 11 - PERMITS, LICENSES AND IMPACT FEES 11.1 Pursuant to the Public Bid Disclosure Act, EACH LICENSE, PERMIT OR FEE

DESIGN/BUILD FIRM WILL HAVE TO PAY COUNTY BEFORE OR DURING CONSTRUCTION OR THE PERCENTAGE METHOD OR UNIT METHOD OF ALL LICENSES, PERMITS AND FEES REQUIRED BY COUNTY AND PAYABLE TO COUNTY BY VIRTUE OF THE CONSTRUCTION AS PART OF THIS CONTRACT ARE AS FOLLOWS:

Occupational Licenses or Business Tax Receipt must be in effect as required by Section 205.065, Florida Statutes, and must be submitted within fifteen (15) days of execution of this Agreement. All fees payable to the Broward County Board of County Commissioners, with the exception of occupational license fees, have been or will be paid by the Broward County Parks and Recreation Division.

11.2 DESIGN/BUILD FIRM shall secure and pay for all permits and approvals

necessary to construct the Project. Except as otherwise provided by the Contract Documents, all trade permits, sub-permits, and licenses required by federal, state or local laws, rules and regulations necessary for the prosecution of the Work undertaken by DESIGN/BUILD FIRM pursuant to this Agreement shall be secured and paid for by DESIGN/BUILD FIRM. It is DESIGN/BUILD FIRM's responsibility to have and maintain appropriate Certificate(s) of Competency, valid for the Work to be performed and valid for the jurisdiction in which the Work is to be performed for all persons working on the Project for whom a Certificate of Competency is required.

11.3 Impact fees levied by any municipality shall be paid by COUNTY.

ARTICLE 12 - PERSONNEL

12.1 All personnel used or employed by DESIGN/BUILD FIRM in the performance of

the Work shall be qualified by training and experience to perform their assigned tasks. At the request of COUNTY or the County Project Manager, DESIGN/BUILD FIRM shall not use in the performance of the Work any personnel deemed by COUNTY or the County Project Manager to be incompetent, careless, or unqualified to perform the work assigned to that person or that are otherwise unsatisfactory to COUNTY.

12.2 DESIGN/BUILD FIRM agrees that in the performance of the Work called for by

this Contract, it will employ only such labor, and engage Subcontractors that employ only such labor, as will not delay or interfere with the speedy and lawful progress of the Project, and as will be acceptable to and work in harmony with all

CAF#202 -41- (Rev.03/12/14)

other workers employed on the Project site or on any other building, structure, or other improvement which DESIGN/BUILD FIRM or any other DESIGN/BUILD FIRM may then be erecting or altering on behalf of COUNTY.

DESIGN/BUILD FIRM agrees that it shall not employ any labor that will interfere with labor harmony at the Project site or with the introduction and storage of materials and the execution of work by other contractors.

12.3 DESIGN/BUILD FIRM shall furnish the County Project Manager the Contract

Administrator upon request, resumes of DESIGN/BUILD FIRM's key personnel involved in the day-to-day Work on the Project.

12.4 Prevailing Wage Rate Ordinance: This Project is not federally funded. If the

Agreement is in excess of Two Hundred Fifty Thousand Dollars ($250,000.00), the following sections shall apply:

12.4.1 The rate of wages and fringe benefit payments for all laborers, mechan-

ics, and apprentices shall not be less than those payments for similar skills in classifications of work in a like construction industry as determi-ned by the Secretary of Labor and as published in the Federal Register. The Wage Determination applicable to the Work is attached hereto as

Form "S," Prevailing Wage Tables, and shall be the prevailing wage for the rest of the Project.

12.4.2 All mechanics, laborers, and apprentices, employed or working directly

upon the site of the Work shall be paid in accordance with the above referenced wage rates. DESIGN/BUILD FIRM shall post notice of these provisions at the site of the Work in a prominent place where it can easily be seen by the workers.

12.4.3 If the parties cannot agree on the proper classification of a particular

class of laborers or mechanics or apprentices to be used, the Contract Administrator shall submit the question, together with its recommendation, to the County Administrator for final determination.

12.4.4 In the event it is found by the Contract Administrator that any laborer or

mechanic or apprentice employed by DESIGN/BUILD FIRM, or any Subcontractor directly on the site of the Work has been or is being paid at a rate of wages less than the rate of wages required by the Broward County Prevailing Wage Ordinance No. 83-72, as amended from time to time, the Contract Administrator may (1) by written notice to DESIGN/BUILD FIRM, terminate its right to proceed with the Work or such part of Work for which there has been a failure to pay said required wages; and (2) prosecute the Work or portion thereof to completion by contract or otherwise. Whereupon, DESIGN/BUILD

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FIRM and its sureties shall be liable to COUNTY for any excess costs occasioned to COUNTY thereby.

12.4.5 Sections 12.4.1 through 12.4.4 above shall apply to this Agreement to

the extent that it is (1) a prime contract subject to the Ordinance; or (2) a Subcontract also subject to the Ordinance under such prime contract.

12.4.6 DESIGN/BUILD FIRM shall maintain payrolls and basic records relating

thereto during the course of the Work and shall preserve such records for a period of three (3) years thereafter for all laborers, mechanics, and apprentices working at the site of the Work. Such records shall contain the name and address of each such employee; its current classification; rate of pay (including rates of contributions for, or costs assumed to provide, fringe benefits); daily and weekly number of hours worked; deductions made; and actual wages paid.

12.4.7 DESIGN/BUILD FIRM shall submit, with each requisition for payment, a

signed and sworn "Statement of Compliance" attesting to compliance with Broward County Ordinance No. 83-72, in the form attached hereto as Form "T."

12.4.8 The Contract Administrator may withhold or cause to be withheld from

DESIGN/BUILD FIRM so much of the payments requisitioned as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, watchpersons, and guards employed by DESIGN/BUILD FIRM or any Subcontractor on the Work, the full amount of wages required by this Agreement.

12.4.9 If DESIGN/BUILD FIRM or any Subcontractor fails to pay any laborer,

mechanic, or apprentice employed or working on the site of the Work all or part of the wages required by the Agreement, the Contract Administrator may, after written notice to DESIGN/BUILD FIRM, take such action as may be necessary to cause suspension of any further payments or advances until such violations have ceased.

ARTICLE 13 – DESIGN/BUILD FIRM'S WARRANTIES

13.1 DESIGN/BUILD FIRM warrants to COUNTY for one (1) year that all materials

and equipment under this Agreement will be new unless otherwise specified and that all of the Work will be of good quality, free from faults and defects and in conformance with the Contract Documents. All work not conforming to these requirements, including substitutions not properly approved and authorized by the Contract Administrator and the County Project Manager, may be considered defective. If required by the County Project Manager, DESIGN/BUILD FIRM shall furnish satisfactory evidence as to the kind and quality of materials and equipment. This warranty is not limited by the provisions of Article 14 herein.

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13.2 DESIGN/BUILD FIRM further represents and warrants:

13.2.1 That it is financially solvent, able to pay its debts as they mature, and is possessed of sufficient working capital to perform this Agreement; that it is able to furnish the materials and services; that it is experienced in and competent to perform the Work contemplated by this Agreement; and it is qualified to do the Work herein and is authorized to do business in the State of Florida.

13.2.2 That DESIGN/BUILD FIRM holds a license, permit or other special

license to perform the services included in this Agreement, as required by law, or employs or works under the general supervision of the holder of such license, permit or special license.

13.2.3 That DESIGN/BUILD FIRM agrees that the Work shall be performed in

a competent, safe, qualified, and professional manner, free from defects in materials, workmanship and in accordance with manufacturers’ recommendations and that all materials shall be new and approved by or acceptable to the County Project Manager, except as otherwise expressly provided for in the Contract Documents.

ARTICLE 14 - DEFECTIVE WORK 14.1 The County Project Manager and the Contract Administrator shall have the

responsibility and authority to reject or disapprove work which they find to be defective. DESIGN/BUILD FIRM shall also share authority to reject or disapprove work. If required by the County Project Manager, Contract Administrator, or DESIGN/BUILD FIRM shall promptly either correct all defective work or remove such defective work and replace it with non-defective work. DESIGN/BUILD FIRM shall pay all direct, indirect and consequential costs of such removal or corrections including cost of testing laboratories and personnel. Such costs shall be included in the Total Contract Price.

14.2 Should DESIGN/BUILD FIRM fail or refuse to remove or correct any defective

Work or to make any necessary repairs in accordance with the requirements of the Contract Documents within the time indicated in writing by the County Project Manager, Contract Administrator shall have the authority to cause the defective work to be removed or corrected, or make such repairs as may be necessary at DESIGN/BUILD FIRM's expense. Any expense incurred by COUNTY in making such removals, corrections or repairs, shall be paid for out of any monies due or which may become due to DESIGN/BUILD FIRM and deducted from the Total Contract Price, or may be covered by the Payment and Performance Bond. In the event of failure of DESIGN/BUILD FIRM to make all necessary repairs promptly and fully, COUNTY may declare a default.

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14.3 If, within one (1) year after the date of Final Completion or such longer period of time as may be prescribed by the terms of any applicable special warranty required by the Contract Documents, any of the Work is found to be defective or not in accordance with the Contract Documents, DESIGN/BUILD FIRM, after receipt of written notice from COUNTY, shall promptly correct such defective or nonconforming Work within the time specified by COUNTY without cost to COUNTY, to do so. Nothing contained herein shall be construed to establish a period of limitation with respect to any other obligation which DESIGN/BUILD FIRM might have under the Contract Documents including but not limited to, Article 13 herein and any claim regarding latent defects.

14.4 Failure to reject any defective work or material shall not in any way prevent later

rejection when such defect is discovered, or obligate COUNTY to final acceptance.

14.5 DESIGN/BUILD FIRM shall (i) replace any part of the Work that fails to conform

with the requirements of this Agreement that appear during progress of the Work on the Project; (ii) remedy any defects in the Work due to faulty materials or quality of work which appear within a period of one (1) year from the time of Substantial Completion of the Work or portions thereof hereunder or within such longer period of time as may be set forth in the Contract Documents or as may be required by law; and (iii) replace, repair or restore any parts of the Project or furniture, fixtures, equipment or other items placed therein (whether by COUNTY or any other party) that are injured or damaged by any such parts of the Work that do not conform to the requirements of this Agreement or are due to defects in the Work. The provisions of this Article 14 shall not apply to corrective work attributable solely to the acts or omissions of any separate DESIGN/BUILD FIRM or Subcontractor of COUNTY unless DESIGN/BUILD FIRM is acting in such capacity or capacities. The cost to DESIGN/BUILD FIRM of performing any of its obligations under this Article 14 shall be within the Total Contract Price. DESIGN/BUILD FIRM's responsibility to make repairs and redo work under this Article 14 is in addition to DESIGN/BUILD FIRM's responsibility to COUNTY for any other damages of any kind for which DESIGN/BUILD FIRM would be legally responsible.

14.6 Subcontractor's Warranties and Guarantees shall be as follows:

14.6.1 The Subcontractor shall warrant to COUNTY and to DESIGN/BUILD

FIRM that all quality of work and materials are free from defects in installation. The express warranty/guarantee shall be consistent with the durations stipulated in the Contract Documents.

14.6.2 Notwithstanding anything to the contrary, neither DESIGN/BUILD FIRM,

nor its surety, nor the Subcontractor shall have any joint/several liability relating to, nor shall they be obligated to underwrite, or in any way become guarantor(s) of any manufacturer’s warranty/guaranty or

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product to COUNTY. COUNTY shall be provided with the standard manufacturer's warranty, and it shall satisfy the requirements under the Contract Documents relating thereto.

14.6.3 DESIGN/BUILD FIRM shall collect and transmit to the Contract

Administrator any and all manufacturer’s warranties and manufacturer's guarantees specified in the Contract Documents. The obligation and liability of DESIGN/BUILD FIRM and/or its surety is limited to the collection and proper transmittal of these warranties and guarantees to the Contract Administrator.

14.7 If COUNTY and DESIGN/BUILD FIRM deem it inexpedient to require the

correction of Work damaged or not performed in accordance with the Contract Documents, an equitable deduction from the Total Contract Price shall be made by agreement between DESIGN/BUILD FIRM and COUNTY. Until such settlement, COUNTY may withhold such sums as COUNTY deems just and reasonable from moneys, if any, due DESIGN/BUILD FIRM. If no moneys are held by COUNTY, reimbursement shall be made to COUNTY within thirty (30) days by DESIGN/BUILD FIRM.

14.8 DESIGN/BUILD FIRM's express warranty herein shall be in addition to, and not

in lieu of, any other warranties or remedies COUNTY may have under this Agreement or any other remedies available by law.

ARTICLE 15 - COUNTY’S RIGHT TO TERMINATE CONTRACT

15.1 If DESIGN/BUILD FIRM fails to begin the Work within ten (10) calendar days

after the Project Initiation Date, or fails to perform the Work with sufficient workers and equipment or with sufficient materials to insure the prompt comple-tion of the Work, or shall perform the Work unsuitably, or cause it to be rejected as defective and unsuitable, or shall discontinue the prosecution of the Work pursuant to the accepted schedule or if DESIGN/BUILD FIRM shall fail to perform any material term set forth in the Contract Documents or if DESIGN/BUILD FIRM shall become insolvent or be declared bankrupt, or commit any act of bankruptcy or insolvency, or shall make an assignment for the benefit of creditors, or from any other cause whatsoever shall not carry on the Work in an acceptable manner, the Contract Administrator may give notice in writing to DESIGN/BUILD FIRM and its Surety of such delay, neglect or default, specifying the same. If DESIGN/BUILD FIRM, within a period of ten (10) calendar days after such notice, shall not proceed in accordance therewith, then COUNTY may upon written certificate from the County Project Manager and the Contract Administrator of the fact of such delay, neglect or default and DESIGN/BUILD FIRM's failure to comply with such notice, terminate the services of DESIGN/BUILD FIRM, exclude DESIGN/BUILD FIRM from the Project site and take the prosecution of the Work out of the hands of DESIGN/BUILD FIRM, and appropriate or use any or all materials and equipment that are an integral part of

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the Work on the Project site as may be suitable and acceptable. In such case, DESIGN/BUILD FIRM shall not be entitled to receive any further payment until the Project is completed. In addition, COUNTY may enter into an agreement for the completion of the Project according to the terms and provisions of the Contract Documents, or use such other methods as in COUNTY's sole opinion shall be required for the completion of the Project according to the terms and provisions of the Contract Documents, or use such other methods as in COUNTY's sole opinion shall be required for the completion of the Project in an acceptable manner. All damages, costs and charges incurred by COUNTY, together with the costs of completing the Project, shall be deducted from any monies due or which may become due to DESIGN/BUILD FIRM. In case the damages and expenses so incurred by COUNTY shall exceed the unpaid balance, then DESIGN/BUILD FIRM shall be liable and shall pay to COUNTY the amount of said excess.

15.2 If, after notice of termination of DESIGN/BUILD FIRM's right to proceed, it is

determined for any reason that DESIGN/BUILD FIRM was not in default, the rights and obligations of COUNTY and DESIGN/BUILD FIRM shall be the same as if the notice of termination had been issued pursuant to the termination for convenience clause as set forth in Section 15.3 below.

15.3 This Agreement may be terminated for convenience in writing by COUNTY upon

ten (10) days written notice to DESIGN/BUILD FIRM (delivered by certified mail, return receipt requested) of intent to terminate and the date on which such termination becomes effective. In such case, DESIGN/BUILD FIRM shall be paid for all work executed and actual expenses incurred prior to termination in addition to termination settlement costs reasonably incurred by FIRM relating to commitments which had become DESIGN/BUILD FIRM prior to the termination. Payment shall include reasonable profit for work and/or services performed. All actual expenses incurred shall have sufficient back-up documentation to verify that such expenses were actually incurred by DESIGN/BUILD FIRM. No payment shall be made for profit for work and/or services that have not been performed.

15.4 Upon receipt of Notice of Termination pursuant to Sections 15.2 or 15.3 above,

DESIGN/BUILD FIRM shall promptly discontinue all affected work unless the Notice of Termination directs otherwise and deliver or otherwise make available to COUNTY all data, drawings, specifications, reports, estimates, summaries and such other information as may have been required by the Contract Documents whether completed or in process.

15.5 This Agreement may also be terminated by the Board:

15.5.1 Upon the disqualification by COUNTY's Director of the Office of Economic and Small Business Development of DESIGN/BUILD FIRM

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as a CBE if DESIGN/BUILD FIRM's status as CBE was a factor in the award of this Agreement and such status was misrepresented by FIRM;

15.5.2 Upon the disqualification by COUNTY's Director of the Office of

Economic and Small Business Development of DESIGN/BUILD FIRM if DESIGN/BUILD FIRM obtained this Agreement or attempted to meet its CBE contractual obligations through fraud, misrepresentation, or material misstatement;

15.5.3 Upon the disqualification by COUNTY's Director of the Office of

Economic and Small Business Development of one or more of DESIGN/BUILD FIRM's CBE participants if any such participant's status as a CBE was a factor in the award of this Agreement and such status was misrepresented by DESIGN/BUILD FIRM or such participant;

15.5.4 Upon the disqualification by COUNTY's Director of the Office of

Economic and Small Business Development of one or more of DESIGN/BUILD FIRM's CBE participants if such CBE participant attempted to meet its CBE contractual obligations through fraud, misrepresentation, or material misstatement; or

15.5.5 If DESIGN/BUILD FIRM is determined by COUNTY's Director of the

Office of Economic and Small Business Development to have been knowingly involved in any fraud, misrepresentation, or material misstatement concerning the CBE status of its disqualified CBE participant. If so determined, DESIGN/BUILD FIRM shall not be awarded CBE participation credit.

ARTICLE 16 - RESOLUTION OF DISPUTES 16.1 Questions, claims, difficulties and disputes of whatever nature which may arise

relative to the technical interpretation of the Contract Documents and fulfillment of this Agreement as to the character, quality, amount and value of any work done and materials furnished, or proposed to be done or furnished under or, by reason of, the Contract Documents which cannot be resolved by mutual agreement of the Contract Administrator and DESIGN/BUILD FIRM shall be submitted to the County Administrator, or designee for resolution. When either party has determined that a disputed question, claim, difficulty or dispute is at an impasse that party shall notify the other party in writing and submit the question, claim, difficulty or dispute to the County Administrator, or designee, for resolution. The parties may agree to a proposed resolution at any time without the involvement and determination of the County Administrator, or designee.

16.2 The County Administrator, or designee, shall notify the Contract Administrator

and DESIGN/BUILD FIRM in writing of the County Administrator’s, or designee's decision within twenty-one (21) calendar days from the date of the submission of

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the question, claim, difficulty or dispute, unless the County Administrator, or designee, requires additional time to gather information or allow the parties to provide additional information. The County Administrator’s, or designee's, estimates and decisions upon all questions, claims, difficulties and disputes shall be final and binding to the extent provided in Section 16.6.

16.5 During the pendency of any dispute and after a determination thereof,

DESIGN/BUILD FIRM, its Architect/Engineer, the County Project Manager and the Contract Administrator shall act in good faith to mitigate any potential damages including utilization of construction schedule changes and alternate means of construction. During the pendency of any dispute arising under this Agreement, other than termination herein, DESIGN/BUILD FIRM shall proceed diligently with performance of this Agreement and COUNTY shall continue to make payments for undisputed amounts in accordance with the Contract Documents.

16.6 In the event the determination of a dispute by the County Administrator, or

designee, under this Article is unacceptable to any of the parties hereto, the party objecting to the determination must notify the other party, the County Administrator or designee, in writing within ten (10) days of receipt of the written determination. The notice must state the basis of the objection and the objecting party's proposed resolution. If notice is given by DESIGN/BUILD FIRM, it must be accompanied by a statement that any Total Contract Price adjustment claimed is the entire adjustment to which DESIGN/BUILD FIRM has reason to believe it is entitled to as a result of the question, claim, difficulty or dispute. Resolution of such dispute shall be made by the County Administrator or designee. The County Administrator’s or designee's decision shall be final and binding on the parties subject to judicial review.

16.7 For any disputes which remain unresolved, within Sixty (60) days after Final

Completion of the Work, the parties shall participate in mediation to address all objections to any mediator mutually agreed upon by the parties. Should any objection not be resolved in mediation, the parties retain all their legal rights and remedies provided under the laws of Florida. If a party objecting to a determination, fails to comply in strict accordance with the requirements of this Article, said party specifically waives all of its rights provided hereunder, including its rights and remedies under the laws of Florida.

ARTICLE 17 – COUNTY PROJECT MANAGER'S

RESPONSIBILITY AND AUTHORITY 17.1 The County Project Manager has the following responsibilities:

a. Interpreter of the intent and meaning of the Contract Documents.

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b. Make specific inspections of the Work and require special testing to verify the Work's compliance with the Contract Documents.

c. Issue Field Orders to DESIGN/BUILD FIRM which will not affect the Contract Sum or Time.

d. Organize and conduct Substantial Completion and Final Completion

inspections as required in the Contract Documents.

e. Serve as the point of contact between COUNTY and DESIGN/BUILD FIRM for correspondence and other communication.

f. Perform other administrative duties as assigned by COUNTY.

17.2 It shall be the duty of the County Project Manager within a reasonable time and

as promptly as possible, to make and render decisions in the interpretation of the Contract Documents; and as well, other matters of controversy arising between COUNTY and DESIGN/BUILD FIRM.

ARTICLE 18 - DESIGN BUILD ARCHITECT/ENGINEER AUTHORITY

18.1 If at any time the Design Build Architect/Engineer observes or becomes aware

of any fault or defect in the Work or of any nonconformance with the Contract Documents, Design Build Architect/Engineer will promptly notify the Contract Administrator and DESIGN/BUILD FIRM in writing and will direct that all reasonable steps be taken to correct such fault, defect or nonconformance. The Design Build Architect/Engineer shall have the authority to reject Work that does not in its opinion, or in the opinion of the Contract Administrator, conform to the Contract Documents.

18.2 The Design Build Architect/Engineer shall monitor the overall quality, progress

and cost of the work. 18.3 The Design Build Architect/Engineer shall not have control over construction

means, methods, techniques, sequences and procedures employed by

DESIGN/BUILD FIRM in the performance of the Work, but shall be responsible for using its best efforts to review and, if unacceptable, disapprove such and shall recommend a course of action to COUNTY when the requirements of the Contract Documents are not being met by DESIGN/BUILD FIRM.

18.4 COUNTY will be assisted by the Design Build Architect/Engineer in the areas of

on-site review of work in progress, review of pay requests submitted by DESIGN/BUILD FIRM, assisting in the interpretation of the intent of the

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Contract Documents for the proper execution of the Work, and such other assistance as COUNTY may request.

18.5 The Contract Administrator must approve all deviations from the Contract

Documents whether they are sought by the Design Build Architect/Engineer or DESIGN/BUILD FIRM. The Design Build Architect/Engineer shall have no authority to order or approve any deviation from the Contract Documents, whether or not such deviation affects the Cost of the Work, or the date of Substantial Completion.

ARTICLE 19 – EEO AND CBE COMPLIANCE

19.1 NONDISCRIMINATION, EQUAL EMPLOYMENT OPPORTUNITY, AND AMERICANS WITH DISABILITIES ACT

DESIGN/BUILD FIRM shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, age, color, gender or National origin, pregnancy, gender identity and expression, sexual orientation (including but not limited to Broward County Code, Chapter 16½), marital status, political affiliation, or physical or mental disability if qualified. DESIGN/BUILD FIRM shall take affirmative action to ensure that applicants are employed, and that employees are treated during their employment without regard to their race, religion, color, gender, gender identity and expression, pregnancy, national origin, sexual orientation, marital status, political affiliation, or physical or mental disability. Such actions shall include, but not be limited to the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation; and selection of training, including apprenticeship. DESIGN/BUILD FIRM agrees to post in conspicuous places available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause.

COUNTY shall also require that DESIGN/BUILD FIRM include the foregoing or similar language in its contracts with any Subconsultants or Subcontractors, except that any project assisted by U.S. Department of Transportation funds shall comply with the non-discrimination requirements in 49 C.F.R. Parts 23 and 26, as amended. DESIGN/BUILD FIRM or Subcontractors, if any, will be made aware of and will comply with this nondiscrimination clause. Failure to comply with above requirements is a material breach of the contract, and may result in the termination of this contract or such other remedy as COUNTY deems appropriate.

DESIGN/BUILD FIRM shall comply with Titles I and II of the Americans with Disabilities Act (ADA) regarding nondiscrimination on the basis of disability in employment and further shall not discriminate against any employee or applicant for employment because of race, age, religion, color, gender, gender identity and

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expression, pregnancy, sexual orientation, national origin, marital status, political affiliation, or physical or mental disability. In addition, DESIGN/BUILD FIRM shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay, other forms of compensation, terms and conditions of employment, training (including apprenticeship), and accessibility.

DESIGN/BUILD FIRM shall not engage in or commit any discriminatory practice in violation of the Broward County Human Rights Act (Broward County Code, Chapter 16½, as may be amended from time to time ) in performing the Scope of Work or any part of the Scope of Work of this Agreement. By execution of this Agreement, DESIGN/BUILD FIRM represents that it has not been placed on the discriminatory vendor list (as provided in Section 287.134, Florida Statutes). COUNTY hereby materially relies on such representation in entering into this Agreement. An untrue representation of the foregoing shall entitle COUNTY to terminate this Agreement and recover from DESIGN/BUILD FIRM all monies paid by COUNTY pursuant to this Agreement, and may result in debarment from COUNTY's competitive procurement activities.

19.2 COUNTY BUSINESS ENTERPRISE or "CBE".

19.2.1 The CBE Program, which is implemented under the County Business Enterprise Act of 2009 (Broward County Ordinance No. 2009-40, as may be amended from time to time), referred to as the "Act," provides for the establishment and implementation of CBE participation goals, initiatives, and other opportunities for COUNTY contracts. In completing this Project, DESIGN/BUILD FIRM agrees to and shall comply with all applicable requirements of the CBE Program in the award and administration of the Agreement. Failure by DESIGN/BUILD FIRM to carry out any of the CBE Program requirements shall constitute a material breach of this Agreement, which shall permit COUNTY to terminate this Agreement or to exercise any other remedy available under this Agreement, under the Broward County Administrative Code, under the Broward County Code of Ordinances, or under applicable law, all of which remedies being cumulative. DESIGN/BUILD FIRM acknowledges that the Broward County Board of County Commissioners, acting by and through the Director of the Broward County Office of Economic and Small Business Development, may make minor administrative modifications to the CBE Program which shall become applicable to this Agreement if the administrative modifications are not unreasonable. Written notice of any such modification shall be provided to DESIGN/BUILD FIRM and shall include a deadline for DESIGN/BUILD FIRM to notify COUNTY if DESIGN/BUILD FIRM concludes that the modification exceeds the

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authority of this section of this Agreement. Failure of DESIGN/BUILD FIRM to timely notify COUNTY of its conclusion that the modification exceeds such authority shall be deemed acceptance of the modification by FIRM. COUNTY acknowledges that DESIGN/BUILD FIRM originally submitted participation goals under COUNTY's prior CDBE program; however, under the Act, DESIGN/BUILD FIRM's CDBE participation goals are deemed acceptable for this Project under COUNTY's CBE Program.

COUNTY, acting by and through its Office of Economic and Small

Business Development, shall have the right to review each proposed amendment, extension, modification, or change order to this Agreement that, by itself or aggregated with previous amendments, extensions, modifications, or change orders increases the initial Agreement price by ten percent (10%) or Fifty Thousand Dollars ($50,000.00) whichever is less, for opportunities to include or increase the participation of CBE firms already involved in this Agreement. DESIGN/BUILD FIRM shall make a good faith effort to include CBE firms in work resulting from any such amendment, extension, modification, or change order and shall report such efforts, along with evidence thereof, to the Office of Economic and Small Business Development.

19.2.2 The Parties acknowledge that subcontract awards to CBE firms are

crucial to the achievement of the Project's CBE participation goal. DESIGN/BUILD FIRM understands that each CBE firm utilized on the Project to meet the participation goal must be certified by the Broward County Office of Economic and Small Business Development. In an effort to assist COUNTY in achieving its established goal for this Project, DESIGN/BUILD FIRM agrees to meet the following CBE participation by utilizing the CBE firms for the work described in this Agreement:

CBE Committed Amount 23%

DESIGN/BUILD FIRM may not terminate for convenience a CBE firm listed as subcontractor in DESIGN/BUILD FIRM’s bid or offer without COUNTY’s prior written consent, which consent shall not be unreasonable withheld. DESIGN/BUILD FIRM shall inform COUNTY immediately when a CBE firm is not able to perform or if DESIGN/BUILD FIRM believes the CBE firm should be replaced for any other reason, so that the Office of Economic and Small Business Development may review and verify the good faith efforts of DESIGN/BUILD FIRM to substitute the CBE firm with another CBE firm. Whenever a CBE firm is terminated for any reason, including for cause, DESIGN/BUILD FIRM shall with notice to and concurrence of the Broward County Office of Economic and Small Business Development Division, substitute another CBE firm in order to meet the level of CBE participation provided herein. Such substitution

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shall not be required in the event the termination results from COUNTY changing the Scope of Work hereunder and there is no available CBE to perform the new Scope of Work.

19.2.3 In performing services for this Project, COUNTY and DESIGN/BUILD

FIRM hereby incorporate DESIGN/BUILD FIRM's participating CBE firms, addresses, scope of work, and dollar value identified on the Schedule of Participation into this Agreement as Form "A." Upon execution of this Agreement by COUNTY, DESIGN/BUILD FIRM shall enter into a formal contract with the CBE firms DESIGN/BUILD FIRM selected to fulfill the CBE participation goal for this Agreement and agrees to provide copies of its contracts with such firms to the Contract Administrator and the Broward County Office of Economic and Small Business Development.

19.2.4 DESIGN/BUILD FIRM shall allow COUNTY to engage in on-site reviews

to monitor DESIGN/BUILD FIRM's progress in achieving and maintaining its contractual and CBE Program obligations. Such review and monitoring shall be by the Contract Administrator in conjunction with the Office of Economic and Small Business Development. COUNTY shall have access, without limitation, to DESIGN/BUILD FIRM's books and records, including payroll records, tax returns and records, and books of account, on five (5) business days’ notice, to allow COUNTY to determine DESIGN/BUILD FIRM's compliance with its commitment to the CBE participation goal and the status of any CBE firm performing any portion of this Agreement.

19.2.5 DESIGN/BUILD FIRM understands that it is the responsibility of the

Contract Administrator and the Broward County Office of Economic and Small Business Development to monitor compliance with the CBE requirements. In that regard, DESIGN/BUILD FIRM agrees to furnish Monthly Utilization Reports regarding compliance with its CBE obligations to the Contract Administrator in the form attached hereto as Form "A-2," with its partial pay requests under this Agreement, which report shall, at a minimum, include all expenditures made to achieve compliance with its assigned goal or other contractual conditions agreed to by DESIGN/BUILD FIRM, the name and business address of each CBE firm participating in this Agreement; a description of the work performed and/or product or service supplied by each CBE firm; the date and amount of each expenditure; and any other information requested by COUNTY's representative which may assist COUNTY in determining DESIGN/BUILD FIRM's compliance with its contractual obligations, or which may assist in the implementation and enforcement of the Act. The submission of the report required by this subsection shall be a condition of payment to DESIGN/BUILD FIRM. The monthly reports shall be submitted on a form which may be obtained at the Office of Economic and

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Small Business Development. The first report shall be due at the end of the first month of this Agreement.

19.2.6 In the event of DESIGN/BUILD FIRM's noncompliance with its

participation commitment to a CBE firm (including without limitation the unexcused reduction of the CBE firm's participation), the affected CBE firm shall have the right to the following remedies if the noncompliance is or was alleged to be due to no fault of the CBE firm, and alleged to be due to the willful action or omission of DESIGN/BUILD FIRM:

19.2.6.1 The affected CBE firm shall be entitled to damages pursuant to

its agreement with DESIGN/BUILD FIRM. 19.2.6.2 If the CBE firm has the right to arbitrate and institutes arbitration

proceedings claiming non-compliance with the Act by DESIGN/BUILD FIRM, then in such event the CBE firm may submit the dispute to arbitration. However, arbitration shall not be available as to any dispute between DESIGN/BUILD FIRM and COUNTY; nor shall COUNTY incur any cost, fee, or liability relative to any arbitration proceeding.

19.2.6.3 Nothing under this Subsection 19.2.6 shall be construed to limit

the rights of and remedies available to COUNTY, including the right to seek its own damages pursuant to this Agreement.

19.2.7 DESIGN/BUILD Nonpayment of a CBE Subconsultant, subcontractor or

supplier as required by this Agreement shall be a material breach of this Agreement and COUNTY's Contract Administrator may, at its option, increase allowable retainage or withhold progress payments unless and until DESIGN/BUILD FIRM demonstrates timely payments of sums due to such Subconsultant, subcontractors or suppliers. DESIGN/BUILD FIRM agrees that the presence of a "pay when paid" provision in its contract with a CBE firm shall not preclude COUNTY or its representatives from inquiring into allegations of nonpayment. The foregoing remedies under this Subsection 19.2.7 shall not be employed when DESIGN/BUILD FIRM demonstrates that failure to pay results from a bona fide dispute with its CBE Subconsultant, subcontractor or supplier.

19.2.8 If DESIGN/BUILD FIRM fails to comply with the requirements of this

Agreement or the requirements of the County Business Enterprise Act of 2009, COUNTY shall have the right to exercise any administrative remedies provided by the Business Opportunity Act of 2004, or any other right or remedy provided in this Agreement or under applicable law, with all such rights and remedies being cumulative.

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ARTICLE 20 - MISCELLANEOUS 20.1 OWNERSHIP OF DOCUMENTS

All finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, specifications, plans, and reports prepared or provided by DESIGN/BUILD FIRM in connection with this Agreement shall become the property of COUNTY, whether the Project for which they are made is completed or not, and shall be delivered by DESIGN/BUILD FIRM to the Contract Administrator within fifteen (15) days of the receipt of the written notice of termination or upon completion of the Project. If applicable, COUNTY may withhold any payments then due to DESIGN/BUILD FIRM until DESIGN/BUILD FIRM complies with the provisions of this section. Refer to Exhibit "A," Attachment 1, Section H for additional Ownership provisions.

20.2 PUBLIC RECORDS, AUDIT RIGHTS, AND RETENTION OF RECORDS

20.2.1 COUNTY is a public agency subject to Chapter 119, Florida Statutes. As required by Chapter 119, Florida Statutes, FIRM and all its subconsultants and subcontractors shall comply with Florida’s Public Records Law. To the extent FIRM is a contractor acting on behalf of the COUNTY pursuant to Section 119.0701, Florida Statutes, FIRM and its subconsultants and subcontractors shall:

20.2.1.1 Keep and maintain public records that ordinarily and

necessarily would be required by COUNTY in order to perform the service;

20.2.1.2 Provide the public with access to such public records on the

same terms and conditions that COUNTY would provide the records and at a cost that does not exceed that provided in Chapter 119, Florida Statutes, or as otherwise provided by law;

20.2.1.3 Ensure that public records that are exempt or that are

confidential and exempt from public record requirements are not disclosed except as authorized by law; and

20.2.1.4 Meet all requirements for retaining public records and transfer

to COUNTY, at no cost, all public records in its possession upon termination of the applicable contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to COUNTY in a format that is compatible with the information technology systems of COUNTY.

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The failure of FIRM to comply with the provisions set forth in this Section shall constitute a default and breach of this Agreement, and COUNTY shall enforce the default in accordance with the provisions set forth in Article 15.

20.2.2 DESIGN/BUILD FIRM shall preserve and make available, at reasonable

times for examination and audit by COUNTY, all financial records, supporting documents, statistical records, and any other documents pertinent to this Agreement for the required retention period of the Florida Public Records Act (Chapter 119, Florida Statutes), if applicable, or, if the Florida Public Records Act is not applicable, for a minimum period of three (3) years after termination of this Agreement. If any audit has been initiated and audit findings have not been resolved at the end of the retention period or three (3) years, whichever is longer, the books, records, and accounts shall be retained until resolution of the audit findings. If the Florida Public Records Act is determined by COUNTY to be applicable to DESIGN/BUILD FIRM's records, DESIGN/BUILD FIRM shall comply with all requirements thereof; however, no confidentiality or non-disclosure requirement of either federal or state law shall be violated by DESIGN/BUILD FIRM. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for COUNTY's disallowance and recovery of any payment upon such entry.

20.3 PUBLIC ENTITY CRIMES ACT

DESIGN/BUILD FIRM represents that the execution of this Agreement will not violate Section 287.133, Florida Statutes, the Public Entity Crimes Act, which essentially provides that a person or affiliate who is a design build firm or other provider and who has been placed on the convicted vendor list following a conviction for a Public Entity Crime may not submit a bid on a contract to provide any goods or services to COUNTY, may not submit a bid on a contract with COUNTY for the construction or repair of a public building or public work, may not submit bids on leases of real property to COUNTY, may not be awarded or perform work as a contractor, supplier, Subcontractor, or a Design Build Architect/Engineer under a contract with COUNTY, and may not transact any business with COUNTY in excess of the threshold amount provided in Section 287.017, Florida Statutes, for category two purchases for a period of Thirty-six (36) months from the date of being placed on the convicted vendor list. Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from COUNTY's competitive procurement activities.

In addition to the foregoing, DESIGN/BUILD FIRM further represents that there has been no determination, based on an audit, that it committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime"

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regardless of the amount of money involved or whether DESIGN/BUILD FIRM has been placed on the convicted vendor list.

20.4 SUBCONSULTANT

DESIGN/BUILD FIRM shall utilize the Subconsultants identified in the proposal that was a material part of the selection of DESIGN/BUILD FIRM to provide the services for this Project. DESIGN/BUILD FIRM shall obtain written approval of the Contract Administrator prior to changing or modifying the list of Subconsultants submitted by DESIGN/BUILD FIRM. Where DESIGN/BUILD FIRM's failure to use a Subconsultant results in DESIGN/BUILD FIRM's noncompliance with CBE participation goals, such failure shall entitle the affected CBE firm (Subconsultant) to damages available under local and state law. The list of Subconsultants is provided on Exhibit "A-1," Schedule of Subconsultant Participation, attached hereto and made a part hereof.

20.5 ASSIGNMENT AND PERFORMANCE

Neither this Agreement nor any interest herein shall be assigned, transferred, or encumbered without the written consent of the other party and DESIGN/BUILD FIRM shall not subcontract any portion of the work required by this Agreement except as authorized pursuant to Section 20.4.

DESIGN/BUILD FIRM represents that all persons delivering the services required by this Agreement have the knowledge and skills, either by training, experience, education, or a combination thereof, to adequately and competently perform the duties, obligations, and services set forth in the Scope of Work and to provide and perform such services to COUNTY's satisfaction for the agreed compensation.

DESIGN/BUILD FIRM shall perform its duties, obligations, and services under this Agreement in a skillful and respectable manner. The quality of DESIGN/BUILD FIRM's performance and all interim and final product(s) provided to or on behalf of COUNTY shall be comparable to the best local and national standards.

20.6 COUNTERPARTS

This Agreement may be executed in four (4) counterparts, each of which shall be deemed to be an original.

20.7 REPRESENTATIVE OF COUNTY AND DESIGN/BUILD FIRM:

20.7.1 The parties recognize that questions in the day-to-day conduct of the Project will arise. The Contract Administrator, upon DESIGN/BUILD FIRM's request, shall advise DESIGN/BUILD FIRM in writing of one (1) or

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more COUNTY employees to whom all communications pertaining to the day-to-day conduct of the Project shall be addressed.

20.7.2 DESIGN/BUILD FIRM shall inform the Contract Administrator in writing of

DESIGN/BUILD FIRM's representative to whom matters involving the conduct of the Project shall be addressed.

20.8 ALL PRIOR AGREEMENTS SUPERSEDED

This Agreement incorporates and includes all prior negotiations, correspondence, conversations, Agreements or understandings applicable to the matters contained herein; and the parties agree that there are no commitments, Agreements or understandings concerning the subject matter of this Agreement that are not contained in this Agreement. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements whether oral or written.

20.9 AMENDMENTS

No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed by both parties with the same formality and of equal dignity herewith.

20.10 NOTICES

Whenever either party desires to give notice unto the other, such notice must be in writing, sent by overnight courier or certified United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice: FOR COUNTY: Parks Planning and Design Superintendent Broward County Highway Construction and Engineering Division One North University Drive, Box B300 Plantation, Florida 33324 FOR DESIGN/BUILD FIRM: (Add contact name and address)

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(The remainder of this page is intentionally left blank.)

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20.11 TRUTH-IN-NEGOTIATION CERTIFICATE

DESIGN/BUILD FIRM’s signature on this Agreement shall act as the execution of a truth-in-negotiation certificate stating that wage rates, unit costs, and any other representations supporting the compensation of this Agreement are accurate, complete, and current at the time of contracting. The original Total Contract Price and any additions thereto shall be adjusted to exclude any significant sums by which COUNTY determines the Total Contract Price was increased due to inaccurate, incomplete, or non-current wage rates, unit costs, and any other representations. All such contract adjustments shall be made within one (1) year following the end of this Agreement.

20.12 INTERPRETATION

The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of strict construction shall be applied against either party hereto. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including all of the subsections of such Section, unless the reference is made to a particular subsection or subparagraph of such Section or Article.

20.13 DESIGN/BUILD FIRM'S STAFF

DESIGN/BUILD FIRM will provide the key staff identified in their proposal for Project as long as said key staff are in DESIGN/BUILD FIRM's employment.

DESIGN/BUILD FIRM will obtain prior written approval of the Contract Administrator to change key staff. DESIGN/BUILD FIRM shall provide the Contract Administrator with such information as necessary to determine the suitability of proposed new key staff. The Contract Administrator will be reasonable in evaluating key staff qualifications.

If the Contract Administrator desires to request removal of any of DESIGN/BUILD FIRM's staff, the Contract Administrator shall first meet with DESIGN/BUILD FIRM and provide reasonable justification for said removal.

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20.14 DRUG-FREE WORKPLACE

It is a requirement of COUNTY that it enter into contracts only with firms that certify the establishment of a drug-free work place in accordance with Chapter 21.31(a) of the Broward County Procurement Code. Execution of this Agreement by DESIGN/BUILD FIRM shall also serve as DESIGN/BUILD FIRM's required certification that it either has or that it will establish a drug-free work place in accordance with Chapter 21.31(a) of the Broward County Procurement Code.

20.15 INDEPENDENT CONTRACTOR

DESIGN/BUILD FIRM is an independent contractor under this Agreement. Services provided by DESIGN/BUILD FIRM shall be subject to the supervision of DESIGN/BUILD FIRM. In providing the services, DESIGN/BUILD FIRM or its agents shall not be acting and shall not be deemed as acting as officers, employees, or agents of COUNTY. No partnership, joint venture, or other joint relationship is created hereby. COUNTY does not extend to DESIGN/BUILD FIRM or DESIGN/BUILD FIRM's agents any authority of any kind to bind COUNTY in any respect whatsoever.

20.16 THIRD PARTY BENEFICIARIES

Neither DESIGN/BUILD FIRM nor COUNTY intends to directly or substantially benefit a third party by this Agreement. The parties expressly acknowledge that it is not their intent to create any rights or obligations in any third person or entity under this Agreement. Therefore, the parties agree that there are no third party beneficiaries to this Agreement and that no third party shall be entitled to assert a claim against either of them based upon this Agreement.

20.17 CONFLICTS

Neither DESIGN/BUILD FIRM nor its employees shall have or hold any continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or incompatible with DESIGN/BUILD FIRM's loyal and conscientious exercise of judgment related to its performance under this Agreement.

DESIGN/BUILD FIRM agrees that none of its officers or employees shall, during the term of this Agreement, serve as an expert witness against COUNTY in any legal or administrative proceeding in which he or she is not a party, unless compelled by court process, nor shall such persons give sworn testimony or issue a report or writing, as an expression of his or her expert opinion, which is adverse or prejudicial to the interests of COUNTY or in connection with any such pending or threatened legal or administrative proceeding. The limitations of this

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section shall not preclude such persons from representing themselves in any action or in any administrative or legal proceeding.

In the event DESIGN/BUILD FIRM is permitted to utilize Subcontractors to perform any services required by this Agreement, DESIGN/BUILD FIRM agrees to prohibit such Subcontractors, by written contract, from having any conflicts as within the meaning of this section.

20.18 CONTINGENCY FEE

DESIGN/BUILD FIRM warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for DESIGN/BUILD FIRM, 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 DESIGN/BUILD FIRM, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For a breach or violation of this provision, the Board shall have the right to terminate this Agreement without liability at its discretion, or to deduct from the Agreement price or otherwise recover the full amount of such fee, commission, percentage, gift or consideration.

20.19 MATERIALITY AND WAIVER OF BREACH

COUNTY and DESIGN/BUILD FIRM agree that each requirement, duty, and obligation set forth herein was bargained for at arms-length and is agreed to by the parties in exchange for quid pro quo, that each is substantial and important to the formation of this Agreement and that each is, therefore, a material term hereof. COUNTY‘s failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement.

20.20 COMPLIANCE WITH LAWS

DESIGN/BUILD FIRM shall comply with all federal, state, and local laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities, and obligations related to this Agreement.

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20.21 SEVERANCE

In the event any portion of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless COUNTY or DESIGN/BUILD FIRM elects to terminate this Agreement. The election to terminate this Agreement based upon this provision shall be made within seven (7) days after the finding by the court becomes final.

20.22 JOINT PREPARATION

Preparation of this Agreement has been a joint effort of COUNTY and DESIGN/BUILD FIRM and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than any other.

20.23 PRIORITY OF PROVISIONS:

20.23.1 If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in Articles 1 through 20 of this Agreement shall prevail and be given effect.

20.23.2 In the event of a conflict among the Contract Documents, the more

stringent requirement shall control. 20.24 APPLICABLE LAW, JURISDICTION, VENUE AND WAIVER OF JURY TRIAL

This Contract shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. All parties agree and accept that jurisdiction of any controversies or legal problems arising out of this Contract and any action involving the enforcement or interpretation of any rights hereunder shall be exclusively in the jurisdiction of the state courts of the Seventeenth Judicial Circuit in Broward County, Florida and venue for litigation arising out of this Agreement shall be exclusively in such state courts, forsaking any other jurisdiction which either party may claim by virtue of its residency or other jurisdictional device. BY ENTERING INTO THIS AGREEMENT, DESIGN/BUILD FIRM AND COUNTY HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF THE PROJECT. IF A PARTY FAILS TO WITHDRAW A REQUEST FOR A JURY TRIAL IN A LAWSUIT ARISING OUT OF THIS AGREEMENT AFTER WRITTEN NOTICE BY THE OTHER PARTY OF VIOLATION OF THIS SECTION, THE PARTY MAKING THE REQUEST

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FOR JURY TRIAL SHALL BE LIABLE FOR THE REASONABLE ATTORNEY’S FEES AND COSTS OF THE OTHER PARTY IN CONTESTING THE REQUEST FOR JURY TRIAL, AND SUCH AMOUNTS SHALL BE AWARDED BY THE COURT IN ADJUDICATING THE MOTION.

20.25 INCORPORATION BY REFERENCE

The attached Exhibits are incorporated into and made a part of this Agreement: 20.26 TAXES

21.26.1 DESIGN/BUILD FIRM shall pay all applicable sales, consumer, use and other taxes required by law. DESIGN/BUILD FIRM is responsible for reviewing the pertinent state statutes involving state taxes and complying with all requirements.

21.26.2 All such taxes that are required as of the time of this Agreement's

execution shall be included in the Total Contract Price. 20.27 PAYABLE INTEREST 20.27.1 Payment of Interest. Except as required by the Broward County Prompt

Payment Ordinance, COUNTY shall not be liable for interest for any reason, whether prejudgment interest or for any other purpose, and in furtherance thereof DESIGN/BUILD FIRM waives, rejects, disclaims, and surrenders any and all entitlement it has or may have to receive interest in connection with a dispute or claim based on or related to this Agreement.

20.27.2 Rate of Interest. In any instances where the prohibition or limitations of

Section 20.27.1 are determined to be invalid or unenforceable, the annual rate of interest payable by COUNTY under this Agreement, whether as prejudgment interest or for any other purpose, shall be .025 percent simple interest (uncompounded).

20.28 REPRESENTATION OF AUTHORITY

Each individual executing this Agreement on behalf of a party hereto hereby represents and warrants that he or she is, on the date he or she signs this Agreement, duly authorized by all necessary and appropriate action to execute this Agreement on behalf of such party and does so with full and legal authority.

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20.29 MULTIPLE ORIGINALS

Multiple copies of this Agreement may be executed by all parties, each of which, bearing original signatures, shall have the force and effect of an original document. *If Section 20.30 is NOT APPLICABLE, then delete language and denote "NOT USED."

20.30 DOMESTIC PARTNERSHIP REQUIREMENT

DESIGN/BUILD FIRM certifies and represents that it will comply with COUNTY's Domestic Partnership Act (Section 16½-157 of the Broward County Code of Ordinances, as amended) during the entire term of the Agreement. The failure of DESIGN/BUILD FIRM to comply shall be a material breach of the Agreement, entitling COUNTY to pursue any and all remedies provided under applicable law including, but not limited to (1) retaining all monies due or to become due DESIGN/BUILD FIRM until DESIGN/BUILD FIRM complies; (2) termination of the Agreement; and (3) suspension or debarment of DESIGN/BUILD FIRM from doing business with COUNTY.

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IN WITNESS WHEREOF, the Parties hereto have made and executed this Agreement on the respective dates under each signature: BROWARD COUNTY, through its BOARD OF COUNTY COMMISSIONERS, signing by and through its Mayor or Vice-Mayor, authorized to execute same by Board action on the ____day of __________, 20_____, and DESIGN/BUILD FIRM, signing by and through its ________________________, duly authorized to execute same.

COUNTY ATTEST: BROWARD COUNTY, by and through

its Board of County Commissioners _____________________________ Broward County Administrator, as BY____________________________ Ex-Officio Clerk of the Broward Mayor County Board of County Commissioners ___ day of _______________, 2014. Approved as to form by Joni Armstrong Coffey Broward County Attorney Governmental Center, Suite 423 115 South Andrews Avenue Insurance requirements Fort Lauderdale, Florida 33301 Approved by Broward County Telephone: (954) 357-7600 Risk Management Division Telecopier: (954) 357-7641 By______________________________ By __________________________ Signature (Date) Maya Moore Assistant County Attorney Michael J. Kerr _____________________________ Deputy County Attorney Print Name and Title above File No: 08-085.31

4/21/11

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AGREEMENT BETWEEN BROWARD COUNTY AND DESIGN/BUILD FIRM CONSTRUCTION, INC. FOR TRADEWINDS PARK NORTH EQUESTRIAN AND FARM SITE IMPROVEMENTS IN BROWARD COUNTY, FLORIDA FOR INDIVIDUAL:

WITNESSES: __________________________ By_____________________________ Signature __________________________ _______________________________ Print/Type Name (Please Type Name) __________________________ ___ day of ________________, 20___. Signature __________________________ Print/Type Name FOR CORPORATION:

DESIGN/BUILD FIRM ________________________________ ATTEST: (Please Type Name of Consultant/Firm) __________________________ By______________________________ Secretary President/Vice President __________________________ ________________________________ (Please Type Name of Secretary) (Please Type Name of President/Vice

President CORPORATE SEAL ___ day of ________________, 20___.

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EXHIBIT "A"

SCOPE OF WORK TRADEWINDS PARK NORTH EQUESTRIAN AND FARM SITE IMPROVEMENTS

1. Project Description and Program 1.01 The following paragraphs form a general description of the professional services

required for the design and construction of new facilities. As such, it is not all inclusive and COUNTY does not represent that it is a complete inventory of the professional services necessary to achieve COUNTY's goals for the new facility. The following paragraphs represent COUNTY's minimum level of performance required by

DESIGN/BUILD FIRM but does not limit the professional services that may be required

during any project phase described herein. 1.02 Project Description: A design/build project associated with Tradewinds Park North Equestrian and Farm Site

Improvements. The significant improvements are renovation, construction/reconstruction of existing farm and equestrian building structures, septic tank sewer system conversion to sanitary sewer, parking and road development, surface

water drainage improvements and utility enhancements. The Project Site is located at: 3600 West Sample Road, Coconut Creek, FL 1.03 Architectural Program and Design Criteria Package: A detailed architectural program and Design Criteria Package is provided under the Step

II documents, distributed by the Contract Administrator. 2. Design Build Services 2.01 DESIGN/BUILD FIRM agrees to: (A) Provide complete professional architectural,

engineering and/or other professional design and construction services set forth in the Phases enumerated hereinafter and all necessary personnel, equipment and materials to perform services; (B) Complete those design and construction services in accordance with the project schedule (Proposal Form "P" of Step II Document) and, (C) complete those services that will deliver a facility (or facilities) within the established Total Contract Price.

2.02 DESIGN/BUILD FIRM shall schedule and attend bi-weekly project review and

coordination meetings with representatives of the Contract Administrator Phases I through II of the Project. At each of these meetings, DESIGN/BUILD FIRM with the Contract Administrator and the County Project Manager shall review the Project's budget, schedule, and scope along with FIRM's development and progress to date on the respective phases of the Project and any special problems related to the continuing progress of the project. DESIGN/BUILD FIRM, Design Build Architect/Engineer, representative of the Contract Administrator, and any necessary sub-consultant shall attend weekly meetings during Phase III (Construction).

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2.03 For each project review meeting, and as may be otherwise appropriate during any project phase, the Design Build Architect/Engineer and any necessary sub-consultant shall provide progress sketches and other documents sufficient to illustrate progress and the issues at hand for the Contract Administrator and the County Project Manager's review. DESIGN/BUILD FIRM shall not be entitled to claims or additional fees for delays to the Project Schedule due to the DESIGN/BUILD FIRM's provision of such documents.

2.04 DESIGN/BUILD FIRM and Design Build Architect/Engineer and any necessary sub-

consultant shall attend a Design Development Phase Kick-Off meeting and a Design Phase Debriefing meeting which will be scheduled by the Contract Administrator and the County Project Manager at the beginning and end of each of the Project's phases. The Design Phase Kick-Off meeting will provide a forum for the entire project team to review project goals, continuing project issues, and review performance expectations for the respective phase of the project. The Design Development Phase Debriefing Meeting will provide a forum in which the entire project team can provide feedback concerning team performance, communications, procedures, quality control and other related issues for the current and future projects.

2.05 DESIGN/BUILD FIRM, Design Build Architect/Engineer and its interior designer shall

attend periodic furnishings and equipment coordination meetings as scheduled by the Contract Administrator during Design Development and Construction Documents Phases of the Project, if necessary. These meetings will be scheduled to address and coordinate the layout, selection, specification and documentation of furniture and equipment items for the project. Members of COUNTY's using agencies will attend these meetings to coordinate and communicate their functional requirements and preferences.

2.06 DESIGN/BUILD FIRM and Design Build Architect/Engineer and any necessary

subconsultant, the Contract Administrator, the County Project Manager and the artist(s) selected by COUNTY shall attend periodic coordination meetings throughout the project as scheduled by the Contract Administrator to address the incorporation of public art into the facility, if necessary. These meetings will focus on the nature of the proposed artwork, the opportunities for integrating artwork into an efficient, economical building design, coordination of building systems and components with proposed artwork, coordination and documentation of artwork within the construction contract documents, and the artists' involvement and responsibilities during the construction process.

2.07 DESIGN/BUILD FIRM's services shall conform to the Contract Administrator’s and the

Design Criteria Professional’s Design Criteria Package and specifications (as they may be made available to DESIGN/BUILD FIRM and Design Build Architect/Engineer). In the event of conflict the provisions of this agreement shall govern and the Design Build Architect/Engineer shall remain, as the Architect or Engineer of Record, responsible for the content and accuracy of DESIGN/BUILD FIRM"s documents generated for this project.

2.08 DESIGN/BUILD FIRM and the Design Build Architect/Engineer shall keep the Contract

Administrator informed of any proposed changes in requirements or in construction materials, systems or equipment as the drawings and specifications are developed. Proposed changes must be reviewed and approved in writing by the Contract Administrator prior to incorporation into the design or construction documents.

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2.09 DESIGN/BUILD FIRM and Design Build Architect/Engineer shall be required to submit various documents further defined below in both hardcopy and electronic media formats. Requirements for electronic media submittals are contained in Exhibit "A," Attachment 1, Electronic Media Submittal Requirements, below. The electronic media submittal shall include all text, drawings, spreadsheets, exhibits, diagrams, charts, photographs, presentation materials and other media used to prepare the program and present it to the Contract Administrator. Hard copy original archival documents that are unavailable in electronic media formats may be photographed or scanned and saved in PDF format. Requests for deviations from those electronic media submittal requirements shall be submitted in advance by the DESIGN/BUILD FIRM in writing for the consideration of the Contract Administrator and the County Project Manager.

2.10 Documents, electronic media and other materials submitted to the Contract Administrator and the County Project Manager by DESIGN/BUILD FIRM and Design Build Architect/Engineer and any other subconsultant shall be retained by the Contract Administrator and the County Project Manager except as otherwise noted herein and is subject to the ownership provisions of Section 20.1 of the Agreement. DESIGN/BUILD FIRM and the Design Build Architect/Engineer and any other subconsultant shall make complete document submittals at the various phases listed below. Incomplete or partial submittals may be requested in advance through the Contract Administrator and may be allowed only when the DESIGN/BUILD FIRM and the Design Build Architect/Engineer has received advance approval in writing by the Contract Administrator and the County Project Manager. Incomplete or partial submittals made without advance approval shall be returned to DESIGN/BUILD FIRM and the Design Build Architect/Engineer unreviewed and unaccepted by the Contract Administrator and the County Project Manager and subject to any liquidated damages applicable as provided for elsewhere in this Agreement.

2.11 DESIGN/BUILD FIRM and the Design Build Architect/Engineer shall confer with

representatives of the Contract Administrator and the County Project Manager to verify and confirm the scope and requirements of the Design Criteria Package; which shall include:

(A) Establishing a listing of the Contract Administrator, Using Agencies and other

representatives who will be providing information or feedback to DESIGN/BUILD FIRM and the Design Build Architect/Engineer during subsequent project phases. Include in this listing the Representative's name, title, organization, address, phone, fax and e-mail address. DESIGN/BUILD FIRM shall periodically review, update and distribute this list throughout subsequent Project phases.

(B) Establishing and verifying a chain of responsibility or decision making in the COUNTY's project and functional organizations for use in later decision making during subsequent project phases. DESIGN/BUILD FIRM shall appoint a Vice-President of Operations who shall represent DESIGN/BUILD FIRM and all direction given to the Vice-President of Operations shall be as binding as if given to DESIGN/BUILD FIRM and shall be confirmed in writing by the Contract Administrator and the County Project Manager .

(C) Obtaining and mobilizing any facilities consultant(s) or other specialists to provide

technical or functional information necessary to continue developing the Design Criteria Package.

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(D) Further developing the Contract Administrator's preliminary list of equipment and furnishings including any special equipment, special furnishings or equipment/ furnishings that require custom fabrication or unique installation.

(E) Further developing the Contract Administrator's preliminary list of "County supplied materials" (including furniture and equipment items), construction or related work to be performed by COUNTY, and any salvage items projected to be retained by COUNTY.

2.12 DESIGN/BUILD FIRM and the Design Build Architect/Engineer shall analyze and document jurisdictional requirements related to concurrency or other regional/urban planning issues.

2.13 DESIGN/BUILD FIRM and the Design Build Architect/Engineer shall research and

document all codes, laws, rules, regulations and ordinances pertaining to the property, building type and probable building design established by the Design Criteria Package and any other programming tasks.

2.14 DESIGN/BUILD FIRM and the Design Build Architect/Engineer shall file all of the

required documents for approval by all governmental authorities having jurisdiction over the Project (including Broward County and municipalities and their constituent departments, the South Florida Water Management District, and other state, local or federal agency with jurisdictional authority over any aspect of the Project) and obtain certifications of "permit approval" by reviewing authorities early enough in the project to ensure that construction phase is not delayed by permit processing by Broward County, a municipality or other jurisdictional agency. The Design Build Architect/Engineer and any necessary sub-consultant shall provide the original documents or reproducible copies as may be required for submittal to any and all governmental authorities. COUNTY will provide all necessary permit application signatures.

(A) The Design Build Architect/Engineer and any necessary sub-consultant shall

attend and provide representation at all review meetings, workshops, hearings and Commission/Council meetings concerning the project as conducted by other jurisdictional agencies. The Design Build Architect/Engineer and any necessary sub-consultant shall submit documents, attend meetings and provide other support as necessary to fully participate in any submittals, resubmittals, review meetings, presentations or negotiations required to obtain jurisdictional approval for the project.

(B) Any changes to the project drawings or project manual or other supporting

document made necessary by jurisdictional reviews shall be made by the Design Build Architect/Engineer (and any necessary subconsultants) at no additional cost to COUNTY.

(C) The Design Build Architect/Engineer, inclusive of applicable sub-consultants shall

provide the County Project Manager with complete copies of all documents transmitted to all governmental agencies during and throughout the permit application process.

2.15 DESIGN/BUILD FIRM and the Design Build Architect/Engineer and any required sub

consultant shall provide presentations of the design to COUNTY's staff, the public,

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including various neighborhood associations, and to the Broward County Board of County Commissioners, as required by the Contract Administrator.

2.16 Within the time frame established in Form "P," Project Schedule, DESIGN/BUILD FIRM

and the Design Build Architect/Engineer shall submit five (5) copies of all documents required under each project Phase (except where otherwise specified), without additional charge, for approval by the Contract Administrator and the County Project Manager. Upon receipt of DESIGN/BUILD FIRM and the Design Build Architect/Engineer's submittal, the Contract Administrator and the County Project Manager shall review submitted documents and provide a list of written review comments necessary to make the work of each design phase complete to DESIGN/BUILD FIRM within the time frames established on Form "P," Project Schedule.

DESIGN/BUILD FIRM shall modify and resubmit to the Contract Administrator and the

County Project Manager until approved (if not initially satisfactory to the Contract Administrator) within fourteen (14) consecutive calendar days from the receipt of the Contract Administrator and the County Project Manager's review comments such documents and drawings as required to fulfill the submittal requirements for this project phase as listed in the paragraphs above.

2.17 DESIGN/BUILD FIRM and the Design Build Architect/Engineer shall not proceed with

the next Design Phase until the completion of all required presentations and reports, reconciliation or correction of all outstanding Contract Administrator's and the County Project Manager's review comments, and receipt of a written Notice to Proceed with the next phase.

2.18 DESIGN/BUILD FIRM and the Design Build Architect/Engineer shall verify and further

develop the Contract Administrator and the Design Criteria Professional's preliminary list of equipment and furnishings including any special equipment, special furnishings or equipment/furnishings that require custom fabrication or unique installation. DESIGN/BUILD FIRM and the Design Build Architect/Engineer and any necessary sub-consultant shall advise and assist in Contract Administrator's and the County Project Manager's coordination of that list with requirements for construction to include review of integration of construction requirements into contract documents, project scheduling, project budget, and communication of related issues. When such special equipment, special furnishings or equipment/furnishings are to be provided by COUNTY, pricing and

specification of those items shall be responsibility of the Contract Administrator and the County Project Manager.

2.19 DESIGN/BUILD FIRM and the Design Build Architect/Engineer shall verify and further

develop the Contract Administrator’s preliminary list of "County supplied materials" (including furniture and equipment items), construction or related work to be performed by the COUNTY (or others), and any salvage items projected to be retained by COUNTY. DESIGN/BUILD FIRM and the Design Build Architect/Engineer shall advise and assist in the Contract Administrator's coordination of that list with requirements for construction to include review of integration of construction requirements into contract documents, project scheduling, project budget, pricing of DESIGN/BUILD FIRM's installation of COUNTY supplied materials and communication of related issues. Pricing and specification of any such COUNTY supplied materials or work items shall be responsibility of the Contract Administrator and the County Project Manager.

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2.20 DESIGN/BUILD FIRM and the Design Build Architect/Engineer shall provide assistance to the Contract Administrator by providing on-site observation of installation of substrate materials, anchorages and other construction items that impact the subsequent placement/installation of furniture/fixtures and equipment.

2.21 SCHEDULING

DESIGN/BUILD FIRM shall: (A) Develop from Form "P," a Detailed Project Schedule, utilizing critical path method

(CPM) logic sequencing, reflecting the design and construction of the Project, including but not limited to the Contract Administrator's occupancy and outfitting of the facility, jurisdictional review periods and permitting process, ordering and delivery/setup of furniture, fixtures and equipment, and work by other contractors/vendors (including COUNTY's own forces and any COUNTY procured vendors and contractors) as directed by the Contract Administrator and the County Project Manager.

(B) Utilize the completed Detailed Project Schedule, to develop a Project Control

Schedule which shall be presented in a bar graph format. The purpose of the Project Control Schedule is to summarize the information contained in the CPM schedule in order to provide the project team with a management tool and an overall project visual aid to easily determine the schedule and status of the total project. The information derived from these two schedules shall become part of the management plan developed by DESIGN/BUILD FIRM for the project. Schedules shall be updated on a monthly basis.

(C) Periodically update on a monthly basis both the Detailed Project Schedule and

the Project Control Schedule throughout the design, permitting and construction phases of the project as part of DESIGN/BUILD FIRM's management activity.

(D) Submit to the Contract Administrator one (1) reproducible and five (5) hard

copies of both the Detailed Project Schedule and the Project Control Schedule with electronic media copies of all schedules, reports, and other documentation making up those schedule documents.

3. Design Build Services by Project Phase 3.01 Phase I- Design Development:

3.01.01 After written Notice to Proceed from the Contract Administrator and the County Project Manager and based on the previous phase approved Design Documents and any adjustments authorized by the Contract Administrator and the County Project Manager, DESIGN/BUILD FIRM and the Design Build Architect/Engineer and any necessary sub-consultant shall prepare, submit and present for approval by the Contract Administrator and the County Project Manager, Design Development Phase documents, comprised of the following:

(A) "Project Transmittal Form" as required by COUNTY.

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(B) Drawing and Specification Documents to further develop the contract documents submitted under the Step II proposal phase, with the following:

1) Site plan(s) showing, landscaping, drainage, water retention

ponds, sewage disposal and water supply system, irrigation, roadways, and such physical features that may adversely affect or enhance the safety, health, welfare, visual environment, or comfort of the occupants.

2) A statement, signed and dated by DESIGN/BUILD FIRM and the

Design Build Architect Engineer, included on the site plan identifying the number of existing trees, the number of required trees, and the number of new trees to be planted.

3) Soil testing results including a copy of the Geotechnical Engineer's

report on the site including soil borings and other testing necessary to determine the subsurface conditions on site. When unusual soil conditions or special foundation problems are indicated, submit the proposed method of treatment and any recommendations for additional special testing.

4) Floor plan(s) including, but not be limited to, the following:

a. Large scale plans (at a minimum of ¼" scale) for

restrooms, kitchens, stairs, and other spaces that require detailed delineation of furniture, fixture and equipment. Provide detailed plans (at a minimum of ½" scale) for mechanical rooms, electrical rooms, and data/ telecommunication rooms.

b. Reflected ceiling plan(s) (corresponding to scale,

orientation and layout of building floor plans) indicating light fixture layout, air diffusers and return grilles, other ceiling mounted mechanical/plumbing system components, ceiling mounted electrical system components, proposed soffits, ceiling height changes, ceiling material changes, access panels, and other principal ceiling design features.

c. Formatting (through the use of break lines as necessary)

allowing the use of standard 24" by 36" drawing sheets. (Larger sheet sizes may be used only with advance written authorization of the Contract Administrator.)

d. Provide ADA plan(s) delineating the necessity for and

initial decisions concerning compliance with the Florida Building Code. Include graphics and notations delineating accessible routes, parking, elevators/ramps/lifts, toilet facilities, tactile warnings, signage, telephones, assistive listening systems, and other building equipment and features that will provide accessibility.

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5) Preliminary Room Finish Schedule.

6) Preliminary Door Schedule. 7) Life-safety plans to show exit strategy, rated doors, rated walls

and partitions, emergency wall openings, ramps, vertical lifts and other life safety equipment applicable to the project such as working stage protection, range and fume hoods, eye wash, emergency showers, etc.

a. Indicate and provide information concerning occupancy

type, construction type, building area(s) (in square feet), total building occupancy, fire zone, maximum travel distances allowed/provided, maximum dead end corridor allowed/provided, minimum exit corridor width allowed/provided, UL and/or other classification(s) of proposed finishes, determination that building is fire sprinklered, notations concerning installation of life safety equipment by certified specialty subcontractors pursuant to Florida Administrative Code Rule 4a-b, section 489.105(n), Florida Statutes, and other applicable rules and regulations.

b. By symbol, indicate exits (required/provided), fire

extinguishers, fire alarm equipment, annunciator panels, smoke vents, master valves and emergency disconnects, emergency exit lighting, emergency power equipment, fire sprinklers, fire valve cabinets, exit signs, smoke and fire dampers, generator(s) and other life-safety equipment relevant to the facility.

c. By symbol, indicate connections and tie-ins to existing

equipment.

8) Plumbing fixture locations, fixture schedule and fixture unit calculations.

9) All exterior building elevations and sufficient building sections as

necessary to fully illustrate and indicate the scale, massing and spatial relationships of the facility.

10) Typical building sections to show vertical dimensions, proposed

construction materials, and relationship of finished floor to finished grades.

11) Preliminary Structural Drawings including plans and sections

indicating systems, connections and foundations. These drawings may be structural roughs.

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12) Mechanical Drawings including floor plans, reflected ceiling plans and diagrams of the facility’s air conditioning (HVAC), plumbing, fire sprinkler and other mechanical building systems required for distribution and disposal of solids, fluids and gases within the facility. Include duct layout, air handling equipment, return air systems, fresh air intakes, air handling equipment, plumbing lines, equipment and fixtures, location of grease trap(s), LP gas tank location, natural gas pipe lay out, and any tie in or connection to existing utilities. Enhance systems description to include a description of proposed HVAC system equipment including the chiller, pumps, AHU’s, cooling tower, electric duct heaters, etc. Ductwork may be presented as single line diagrams except for those areas in which ductwork or other air handling equipment is large, within tightly confined or unusually configured spaces, or within close proximity to other duct runs and/or equipment.

13) Electrical Drawings including reflected ceiling plans, lighting

layouts for the outdoors and interior spaces, and a one line diagram of the electrical distribution showing electrical outlets for all systems in all spaces. Indicate location of all the main components of the electrical system such as transformers, panels, and main switch board, and emergency generator, location of communications consoles, cable or closed circuit television head-ins, radio antennas, and satellite and short wave dish antennas and equipment, master clock, fire alarm panel. Include principal equipment and rack locations for computer networking, telecommunications and other communications/computer systems. Show locations of all primary building mechanical equipment such as chillers, air handler units, etc. and their respective electrical connections. Provide plans which indicate preliminary locations of telephone, power and computer networking connections necessary for each space within the facility. Delineate preliminary cable tray or floor duct distribution systems after consulting with COUNTY to determine COUNTY's preference.

14) Landscape and Irrigation Drawings including preliminary designs

for a code conforming landscape layout and supporting irrigation system. Landscape drawings should indicate preliminary locations of major planting areas (trees and planting beds), existing plant materials designated to remain and requiring protection, preliminary plant species selections, and any "special" landscape features. Utilize indigenous plant material for landscaping site, taking into account desirable characteristics such as low nutrient requirements, drought tolerance and growth rates. Landscape design shall be in accordance with Broward County’s NatureScapes guidelines.

Irrigation system drawings should indicate preliminary system selections, water sources and schematic distribution concept.

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15) Equipment and Furnishing Schedules: Indicating equipment and furnishing items that will be provided by DESIGN/BUILD FIRM and those that will be provided by the Contract Administrator or others. Provide documents in hardcopy or electronic media as developed on either spreadsheet or database software. Format schedule on a "by room" basis to include the room numbers and room names established for each space. Assign a unique identifying number to each piece of furniture and/or equipment scheduled.

16) Equipment and Furnishing Drawings: Provide floor plans

indicating the locations, scale and proposed arrangement of all furniture and equipment items including those that will be provided by DESIGN/BUILD FIRM and those that will be provided by the Contract Administrator or others.

17) Outline specifications:

a. Organized according to the Specification Section

numbering system specified in the Construction Specifications Institute's 1995 (or later) edition of MasterFormat current on the date of execution of the Contract.

b. Formatted to conform to the formats for outline

specifications as established by the Construction Specifications Institute's Manual of Practice (latest edition).

c. Complete for Divisions 2 through 16 documenting project

decisions and giving general description of all finishes, materials, and systems including civil, structural, HVAC, electrical, plumbing, and specialty items, including fire sprinklers, alarm systems, electronic controls and computer networking components.

d. Supplement (but do not replace) outline specification

sections with "cut-sheets," product information, data, and samples as requested by the Contract Administrator or the County Project Manager necessary to communicate DESIGN/BUILD FIRM and Design Build Architect/Engineers design intent to the County Project Manager and the Contract Administrator.

e. Provide content edited on a project specific basis for the

project described in this agreement. Outline specifications reflecting DESIGN/BUILD FIRM and Design Build Architect/Engineer's other or past projects submitted in an unedited or partially edited form obvious to the Contract Administrator will be returned un-reviewed to DESIGN/BUILD FIRM. For any such returned outline specifications, DESIGN/BUILD FIRM and Design Build

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Architect/Engineer (and any necessary subconsultants) shall prepare and re-submit at no additional cost to COUNTY replacement outline specifications edited to specifically describe the project described in this agreement.

(C) Florida Building Code 2010, Chapter 13, Florida Energy Efficiency for

Building Construction (FEEBC). FEEBC forms, including calculations for mechanical systems, documenting energy efficiency ratio rating of HVAC equipment, electrical systems, insulation, and building envelope shall be submitted to the Contract Administrator and the County Project Manager for review and approval with the Phase II documents.

(D) An updated Project Development Schedule reflecting development and

anticipated schedules for all subsequent project activities. (E) A simplified single line floor plan of the project; a database format (MS

Access) schedule reflecting the room numbers; the name of the room or space; the net square footage of the space and the occupant capacity of the space on electronic media and on a single 24" x 36" sheet of vellum conforming to the Contract Administrator's standards for graphics and for electronic media submittals. This drawing and database information will be for use in preparing facilities management information by the Contract Administrator. DESIGN/BUILD FIRM and the Design Build Architect/Engineer shall coordinate with the Contract Administrator and utilize the Contract Administrator's requirements for room numbers, room name assignments and electronic media (format, layering, etc.) prior to developing final documents for this submittal. Hardcopy graphics shall be suitable for clearly legible half size reductions. Comply with the Contract Administrator's requirements for electronic media specified in Attachment 1 below.

(F) A letter indicating, after coordination with COUNTY's Public Works

Department (and other agencies at its direction), the extent of any known or suspected asbestos containing materials or other potentially hazardous materials (PCB's, groundwater contaminants, etc.) which might require mitigation by COUNTY prior to or during construction of the Project. Establish DESIGN/BUILD FIRM's responsibility for removing the asbestos or other hazardous materials in the design development documents and coordinate with the Project Development Schedule, and other documentation.

(G) Preliminary colorboards to communicate preliminary material types and

color selections for all basic building finish materials with the Contract Administrator and the County Project Manager. Provide single copies of preliminary colorboard(s).

3.01.02 Staff from DESIGN/BUILD FIRM and the Design Build Architect/Engineer and

major professional disciplines shall attend coordination, review and presentation meetings with the Contract Administrator and the County Project

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Manager to explain the design concept and technical resolution of their respective building or site systems.

3.01.03 Upon receipt of DESIGN/BUILD FIRM and Design Build Architect/Engineer's

submittal, the Contract Administrator and the County Project Manager shall review submitted documents and provide a list of written review comments necessary to make the work of this phase complete to DESIGN/BUILD FIRM within the time frames established on Form "P," Project Schedule. DESIGN/BUILD FIRM shall modify and resubmit to the Contract Administrator until approved (if not initially satisfactory to the Contract Administrator and the County Project Manager within fifteen (15) consecutive calendar days from the receipt of the Contract Administrator's review comments such documents and drawings as required to fulfill the submittal requirements for this project phase as listed in the paragraphs above.

3.01.04 DESIGN/BUILD FIRM and Design Build Architect/Engineer shall provide

presentations of the revised design to COUNTY's staff, the public and to the Broward County Board of County Commissioners as required by the Contract Administrator.

3.02 Phase II - Construction Documents Development:

3.02.01 After written Notice to Proceed from the Contract Administrator and based on the approved Design Development Phase documents authorized by the Contract Administrator and the County Project Manager, DESIGN/BUILD FIRM and the Design Build Architect/Engineer and any necessary subconsultant shall prepare, for approval by the Contract Administrator and the County Project Manager and in accordance with the Contract Administrator's requirements for format and organization, Final Construction Documents setting forth in detail the requirements for the construction of the Project. DESIGN/BUILD FIRM and the Design Build Architect/Engineer are responsible for the full compliance of the design with all applicable codes.

(A) Fifty Percent (50%) Construction Documents submittal: DESIGN/BUILD

FIRM and Design Build Architect/Engineer and any necessary subconsultants shall make a Fifty percent (50%) Construction Documents submittal, for approval by the Contract Administrator and the County Project Manager which shall include five (5) sets of the following:

"Project Transmittal Form" as required by COUNTY.

(B) Updated Florida Building Code 2010, Chapter 13, Florida Energy Efficiency for Building Construction (FEEBC) compliance forms. Submit five (5) copies with fifty percent (50%) Contract Documents submittal.

(C) Drawings: 1) Site Plan(s) and detailing which, in addition to the Phase I

requirements, indicate:

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a. Legal description, property lines, location of applicable easement lines, setback lines, other restrictive lines or limits, existing site features or amenities to remain, limits of Work area, locations of temporary structures, and staging areas and related Contractor facilities for use during execution of the Work.

b. Site Demolition plans.

c. Spot elevations, based on the civil grading plan, for the perimeter of the new additions, sidewalk, or any other areas pertinent to the drainage of rainwater.

d. Location of storm water and roof drainage systems,

including catch basins, retention areas, piping, culverts, control devices and other system components.

e. Parking lot and roadway lighting poles location and type. f. Final location for manholes, handholes, pull boxes. g. Layout of underground distribution systems (normal power,

emergency power, fire alarm, master clock, intercommunication, computer networking, television, telephone, radio (or other communications systems, antennas, etc.), security, control and spares).

h. Details of all curbing, typical parking spaces (regular and

accessible), accessibility ramps and curb cuts, light fixtures, flagpole and fence foundations, and any other site improvement or condition pertinent to the scope of work.

i. Plans and details of new site equipment or furnishings

including site improvements and equipment, pavements, shelters, accessory structures, signage and kiosks, planters, seating areas and other site furniture, bookdrops, postal equipment, vehicular and parking equipment, landscape accessories, site and security lighting, art work (and associated footings, supports, lighting and other accessories), security and pedestrian safety devices, traffic control devices, loading dock equipment, dumpster and recycling areas, and other equipment or improvements appropriate and necessary for the project as determined by the Contract Administrator.

2) A phasing plan to delineate the order of the construction and

delineating staging and storage areas, temporary buildings or structures, temporary utilities, other temporary constructions, construction access (including parking and delivery locations), haul routes, site barriers, traffic control devices, and other area

CAF#202 -- 14 -- (Rev.03/12/14)

designations and protective measures to control and separate staff and the public from construction activities and traffic.

3) Landscape plans and detailing including: a plant list clearly

referenced and targeted, details for shrub and tree plantings, identification of plants and trees to remain (with associated plans and details of their protection, maintenance and care during the project), identification of plants to be removed or relocated (including details and specifications for their preparation, replanting, maintenance or disposal), and other necessary documentation to ensure healthy and vigorous plant growth. Utilize indigenous plant material for landscaping site, taking into account desirable characteristics such as lean nutrient requirements, drought tolerance and growth rates. Landscape design shall be in accordance with Broward County’s NatureScapes guidelines.

4) Irrigation plans and details delineating the entire area of the

project, and addressing necessary connections, alteration, repair or replacement of any existing irrigation systems and irrigation requirements for plant materials provided or retained on site during the project.

5) Full floor plans including:

a. All dimensions and any target notes explaining the extent

of Work, wall types, or other component, assembly or direction regarding the Construction.

b. Note all chases and delineate all rainwater leaders and

any other piping for ducts. c. Show structural tie columns and coordinate with the floor

plan. d. Target interior elevations. e. Delineate and note all built-in cabinetry or equipment. f. Identify room and door numbers with al spaces and doors

having individual numbers.

6) Demolition Plans: Indicate required demolition activities.

a. Provide separate demolition plan(s) and other drawings (elevations, sections, etc.) if the scope of work includes demolition which is too excessive to indicate drawings depicting new construction.

7) Building elevations developed further than at the Design

Development Phase and including delineation of building joints

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(including dimensionally located stucco control joints), expansion joints, material locations, elevation heights, color scheme, special finishes, and other building features.

8) Building and wall sections to establish vertical controls and

construction types for the Project. Include clear graphics, and notes on construction assemblies and systems to be used, dimensions, heights. Provide associated detailing to further delineate solutions for connections.

9) Reflected ceiling plans indicating ceiling types, heights, light

fixture types, speakers, outlets, alarms, mechanical diffuser locations, sprinkler heads (if area is sprinklered) and any other ceiling mounted device, equipment, fixture and/or finish. Delineate and detail any dropped soffits or joint conditions between different materials. Ensure coordination with architectural, electrical, mechanical and plumbing disciplines and work of any applicable Subconsultants.

10) Roof plans:

a. Indicating all roof penetrations, including drains, scupper,

mechanical exhaust fans, any other equipment on the roof, slopes of roof with elevations shown, type of roofing system to be used, expansion joints, curbs, and other roof accessories.

b. Provide dimensions to locate the items noted previously,

and show detail targets where necessary to reference detailed drawings elsewhere in the drawings.

11) Building Sections and Large scale wall sections, as appropriate to this level of document development, and as required to establish vertical controls for the Project. Include clear graphics, and notes on construction assemblies and systems to be used, dimensions, heights. Provide larger scale detailing to delineate solutions for connections.

12) Interior elevations of all room designs (where those rooms house

casework, built-in furniture, variations in material finishes, wall mounted equipment or specialty items, graphics, artworks, plumbing, mechanical or electrical fittings, fixtures or equipment, or other improvement that cannot be shown as a standard detail for several similar rooms) including detail targets referencing cabinetry details, dimensions and heights, notes indicating type of equipment (and whether equipment is in or out of contract), wall materials, finishes, and accessories.

13) Details of casework as necessary to appropriately delineate

custom or pre-manufactured casework. Provide appropriate

CAF#202 -- 16 -- (Rev.03/12/14)

schedules referencing manufacturer’s numbers or catalogs, finishes, hardware and other construction characteristics.

14) Details of the following:

a. Door jamb, head and sill conditions including delineation of

required fire ratings for assemblies and components, electrical power requirements and connections to fire alarm, security and other building automation systems within the project or the existing facility.

b. Wall and partition types including identification of rated

assemblies and product limitations and tolerances relative to those ratings.

c. Window head, sill and jamb conditions, and anchorage

methods shown, in lieu of referencing to manufacturer's standards.

d. Interior signage to include room and building identification,

directional signage, directories, emergency exiting and equipment signs, occupancy and other code mandated signage, and any other items pertinent to the identification of the project. Coordinate and delineate electrical connections and power requirements.

e. Interior or exterior expansion control connections and

related flashings, cover plates, applied sealants, etc. f. Any other specialized items necessary to clearly express

the intent of the project design.

15) Room finish, door and window schedules coordinated with the floor plans developed beyond the Design Development Phase.

16) Structural foundation and framing plans, with associated

diagrams, schedules, notes, detailing and section drawings completed sufficiently to communicate the design intent and coordination with other disciplines.

17) Mechanical Drawings:

a. Provide double line duct work layout and HVAC equipment

layout drawings with related diagrams, schedules, notes, detailing and section drawings completed sufficiently to communicate the design intent and coordination with other disciplines.

b. Provide plumbing equipment and fixture layout drawings

with related diagrams, schedules, fixture schedules, notes, detailing and section drawings completed sufficiently to

CAF#202 -- 17 -- (Rev.03/12/14)

communicate the design intent and coordination with other disciplines.

c. Provide ½" scale plans, elevations and sections of the

mechanical rooms showing service clearance, room openings, nominal equipment size, ceiling height, duct clearance between bottom of joist and top of ceiling and any ceiling mounted lighting fixtures, electrical equipment or other building assembly or component, etc..

18) Electrical: Provide drawings for the following systems:

a. Lighting including circuiting and luminaire identification and

switching. Also provide illuminance computer printout for all indoor typical indoor spaces and parking lots.

b. Convenience outlets and circuiting, special outlets and

circuiting, television outlets, and power systems and equipment. Provide riser diagrams for all electrical systems including master clock, intercom, fire alarm, cable television, computer networking/telephone. Also, provide for emergency and normal power distribution. Provide luminaire schedule.

c. Panel schedule may be in preliminary form but circuitry

must be included. d. Applicable installation details. e. General legend and list of abbreviations. f. Voltage drop computation for all main feeders. g. Short circuit analysis h. Provide ½" scale floor plan and wall elevations for all

electrical rooms. i. Indicate surge protector for main switchboard and electrical

panels.

19) Updated Furniture and Equipment Plans and Furniture and Equipment Schedules indicating "In Contract" and "Not In Contract" furniture and equipment items, loose furniture and systems furniture and their location within facility.

(D) Progress construction specifications:

1) Provide preliminary Project Manual including front end documents.

CAF#202 -- 18 -- (Rev.03/12/14)

2) Include Division 1 based upon the Design Criteria Package, Step II document, provided by the Contract Administrator and the Design Criteria Professional.

3) Include progress set of all other Sections in Divisions 2-16 with

each section further developed to demonstrate to the Contract Administrator and the County Project Manager an understanding of the project and an appropriate level of developmental progress comparable to that of the drawings.

4) Specification sections shall be organized to follow the

Construction Specification Institute's (CSI) 1995 or later edition of MasterFormat with each section developed to include CSI's standard 3-part section and page formats with full paragraph numbering.

(E) An updated Project Development Schedule, formatted as a preliminary

construction schedule reflecting continued Project development and illustrating anticipated schedules for all subsequent project activities including permitting and submittal coordination with all agencies having jurisdiction on the Project, project phasing, site mobilization, temporary facilities, general construction sequencing, anticipated substantial completion dates, COUNTY occupancy, and all other significant Project events. Format updated schedule as a Bar Chart (Gantt Chart) type schedule with milestones. Colorboards illustrating the selection of colors, finishes, textures and aesthetic qualities of all basic building finish materials for final review and approval by the Contract Administrator and to establish a final palette of material selections for development of subsequent specifications, schedules and other requirements for incorporation into the Contract Documents.

(F) Interior Design Services to include the following minimum services:

1) Colorboards illustrating furniture selections and the selection of colors, finishes, textures and aesthetic qualities of all finish materials for final review and approval by the Contract Administrator and to establish a final palette of material selections for development of subsequent specifications, schedules and other requirements for incorporation into the Contract Documents.

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3.02.02 DESIGN/BUILD FIRM and the Design Build Architect/Engineer and any necessary subconsultant shall make all changes to the documents as required by the Contract Administrator and the County Project Manager's review of the documents and resolve all questions of constructability, code compliance, compliance with the Contract Administrator standards, or other issues raised by the Contract Administrator and the County Project Manager during their review of the documents. The Contract Administrator will retain the documents submitted at this phase:

(A) DESIGN/BUILD FIRM shall submit a letter from the Design Build

Architect/Engineer and any necessary subconsultant, on each of the major technical disciplines, explaining how each previous comment provided by the Contract Administrator and the County Project Manager concerning the project has been addressed and corrected.

(B) Ninety Percent (90%) Construction Documents Submittal:

DESIGN/BUILD FIRM and Design Build Architect/Engineer and any necessary sub-consultant shall make a Ninety percent (90%) Construction Documents submittal, for approval by the Contract Administrator and the County Project Manager, which shall include five (5) sets of the following:

"Project Transmittal Form" as required by COUNTY.

(C) General Requirements:

1) Updated Florida Building Code 200710, Chapter 13, Florida

Energy Efficiency for Building Construction (FEEBC) compliance forms. Submit five (5) copies signed and sealed by a State of Florida registered design professional with Fifty percent (50%) Contract Documents submittal.

2) When requested by the Contract Administrator, engineering

calculations for mechanical, electrical, and structural systems shall be submitted separately from drawings and the project manual.

(D) Drawings: The drawings shall include, in addition to the Phase II Fifty

percent (50%) document requirements specified above, the following:

1) Site plans including, but not limited to, area location map, legal description of property, demolition, excavation, utilities, finish grading, landscaping, mechanical, electrical, civil/structural, and architectural site plans.

2) Plans and details including, but not limited to:

a. Title sheet including a table of contents and statement of

compliance by the architect and engineer(s) of record.

b. Abbreviations and Symbols: Each discipline shall have a list of abbreviations, schedule of material indications, and

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schedule of notations and symbols at the beginning of their section of the plans. (Alternatively, DESIGN/BUILD FIRM and the Design Build Architect/Engineer may provide a complete, fully coordinated set of abbreviations, material indications, notations and symbols for the entire project following the cover sheet.)

c. Architectural sheets including floor plans, door, window

and finish schedules, roof plans, elevations, sections, and details.

d. Civil/Structural sheets including paving; drainage;

foundation plans; floor plans; roof plans; structural plans; sections; details; and, pipe, culvert, beam and column schedules.

e. Mechanical sheets including floor plans; elevations,

sections; details; riser and other diagrams; kitchen exhaust hoods; and, equipment, fan, fixture and other necessary schedules and drawing information.

f. Electrical sheets including floor plans; sections; elevations;

details; riser and other diagrams; fixture, panel and other schedules; and other drawing information.

g. Landscape Architecture, Irrigation, Interior Design, and

other Subconsultant prepared sheets including plans, sections, elevations, details, diagram, schedules and other drawing information necessary to communicate the complete and integrated scope of work related to that discipline.

(E) Progress construction specifications:

1) Include progress set of all Sections in Divisions 2-16 with each

section further developed to demonstrate to the Contract Administrator and the County Project Manager an understanding of the project and an appropriate level of developmental progress comparable to that of the drawings.

2) Specification sections shall be organized to follow the

Construction Specification Institute’s (CSI) 1995 or later edition of MasterFormat with each section developed to include CSI's standard 3-part section and page formats with full paragraph numbering.

(F) An updated Project Development Schedule, formatted as a preliminary

construction schedule reflecting continued Project development and illustrating anticipated schedules for all subsequent project activities including permitting and submittal coordination with all agencies having jurisdiction on the Project, project phasing, site mobilization, temporary

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facilities, general construction sequencing, anticipated substantial completion dates, COUNTY occupancy, and all other significant Project events. Format updated schedule as a Bar Chart (Gantt Chart) type schedule with milestones.

(G) Colorboards illustrating the selection of colors, finishes, textures and

aesthetic qualities of all basic building finish materials for final review and approval by the Contract Administrator and to establish a final palette of material selections for development of subsequent specifications, schedules and other requirements for incorporation into the Contract Documents.

3.02.03 DESIGN/BUILD FIRM and the Design Build Architect/Engineer and any

necessary subconsultant shall make all changes to the documents as required by the Contract Administrator and the County Project Manager's review of the documents and resolve all questions of constructability, code compliance, compliance with Contract Administrator standards, or other issues raised by the Contract Administrator and County Project Manager during its review of the documents. The Contract Administrator will retain the documents submitted at this phase:

(A) DESIGN/BUILD FIRM shall submit a letter from the Design Build

Architect/Engineer and any necessary subconsultant, on each of the major technical disciplines, explaining how each previous comment provided by the Contract Administrator and the County Project Manager concerning the project has been addressed and corrected.

3.02.04 If, in the Contract Administrator and the County Project Manager's sole opinion,

the project merits a construction documents phase estimate prepared by an independent cost estimator, then the Contract Administrator or the County Project Manager may obtain independent cost estimating services.

3.02.05 Staff from DESIGN/BUILD FIRM, Design Build Architect/Engineer and any

necessary subconsultants shall attend coordination, review and presentation meetings with the Contract Administrator and the County Project Manager's to explain the development of the design concept and technical resolution of their respective building or site systems for both the Phase II (Fifty Percent (50%) Construction Documents) and Phase II (Ninety Percent (90%) Construction Documents) submittals.

3.02.06 The Contract Administrator and the County Project Manager review and

approval of the drawings, specifications, calculations and other construction documents shall not relieve DESIGN/BUILD FIRM and the Design Build Architect/Engineer and subconsultants of any responsibility for their accuracy, adequacy and completeness.

(A) One Hundred Percent (100%) Construction Documents Submittal: Upon

One Hundred Percent (100%) completion of the Construction Documents, DESIGN/BUILD FIRM and the Design Build Architect/Engineer and any necessary sub-consultant shall submit to the Contract Administrator check sets of the Drawings, Specifications, reports, programs, a final

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updated Project Development Schedule, and such other documents as reasonably required by the Contract Administrator and the County Project Manager. Upon receipt of DESIGN/BUILD FIRM's submittal, the Contract Administrator and the County Project Manager shall review submitted documents and provide a list of written review comments necessary to make the work of this phase complete to DESIGN/BUILD FIRM, within the time frames established on Form "P," Project Schedule.

DESIGN/BUILD FIRM and the Design Build Architect/Engineer and any necessary subconsultant shall modify and resubmit to the Contract Administrator and the County Project Manager until approved (if not initially satisfactory to the Contract Administrator and the County Project Manager) by fourteen (14) consecutive calendar days from the receipt of the Contract Administrator's review comments such documents and drawings as required to illustrate the Program listed in the Design Criteria Package. The One Hundred Percent (100%) Construction Documents shall conform to the Contract Administrator and the County Project Manager's requirements, all mandatory requirements cited by COUNTY's Highway Construction and Engineering Division (or its designated reviewers). DESIGN/BUILD FIRM shall, through the Highway Construction and Engineering Division, coordinate Project specific requirements with other participating COUNTY review agencies (Office of Economic and Small Business Development Division, Risk Management Division, County Attorney, etc.) and others listed below or having jurisdiction or special interest in the Project.

3.02.07 DESIGN/BUILD FIRM shall submit five (5) copies of all documents for the One

Hundred Percent (100%) Construction Document phase in both hard copy and in electronic media. The submittal shall include:

(A) "Project Transmittal Form" as required by COUNTY. (B) General Requirements:

1) Record Set. This submittal is the official record set. 2) Signed and Sealed/Statements of Compliance: Only complete

documents, properly signed and sealed by DESIGN/BUILD FIRM and Design Build Architect/Engineer and any necessary sub-consultant, will be accepted for review; in addition, these documents shall contain a statement of compliance by the architect or engineer of record that "To the best of my knowledge these drawings and the project manual are complete, and comply with the Florida Building Code and pertinent Broward County amendments thereto."

3) When requested by the Contract Administrator, engineering

calculations for mechanical, electrical, and structural systems shall be submitted separately from drawings and the project manual.

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4) Changes to the Contract Documents may be made by addenda or resubmittal of documents graphically indicating the changes. Addenda shall be signed and sealed by the design professionals and submitted to the Contract Administrator and the County Project Manager in duplicate as they occur. Documents resubmitted shall bear the appropriate signatures and seals.

(C) Drawings: The drawings shall include, all of the drawings listed under the

Ninety Percent (90%) Construction Documents phase, listed above, including all of the approved revisions and comments issued by the Contract Administrator and the County Project Manager.

(D) Project Manual: DESIGN/BUILD FIRM shall review and coordinate with

the Contract Administrator and the County Project Manager regarding the preparation of the following:

1) Final specification sections for Divisions 2 through 16 organized

and formatted as required for the set of Phase II Ninety Percent (90%) progress specifications.

(E) A letter from the Design Build Architect/Engineer and any necessary sub-

consultant explaining how each previous review comment (as generated by the Contract Administrator, the County Project Manager and other reviewing agencies concerning the project have been addressed and/or corrected.

(F) Copies of all permits, licenses, and approvals secured by all

governmental authorities having jurisdiction over the Project.

3.02.08 DESIGN/BUILD FIRM and the Design Build Architect/Engineer and any necessary subconsultant shall make all required changes or additions and resolve all questions on the documents. The One Hundred Percent (100%) complete Check Set shall be returned to the Contract Administrator or the County Project Manager. Upon final approval by the Contract Administrator and the County Project Manager, DESIGN/BUILD FIRM shall furnish five (5) record copies, duly signed and sealed by the Florida registered design professionals responsible for their preparation, of all Drawings, Specifications and other documents required during this project phase to the Contract Administrator without additional charge.

3.02.09 Staff from each of the Design Build Architect/Engineer and subconsultants shall

attend coordination, review and presentation meetings with the Contract Administrator to explain the development of the design concept and technical resolution of their respective building or site systems for Phase II Fifty Percent (50%,) Ninety Percent (90%) and One Hundred Percent (100%) Construction Document submittals

3.02.10 The Contract Administrator's review and approval of the drawings,

specifications, calculations and other construction documents shall not relieve DESIGN/BUILD FIRM of any responsibility for their accuracy, adequacy and completeness.

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3.02.11 All permits and approvals cited in Exhibit "A," Section 2.14 herein must be

secured by DESIGN/BUILD FIRM as a condition to completing the One Hundred Percent (100%) Construction Documents Phase.

3.03 Phase III - Construction

3.03.01 The Construction Phase will begin with COUNTY's Notice to Proceed for Construction to DESIGN/BUILD FIRM.

3.03.02 DESIGN/BUILD FIRM, Design Build Architect/Engineer and Subconsultants

shall:

(A) Coordinate, arrange and attend weekly review meetings during the construction phase and as required elsewhere in this Agreement.

(B) Attend all key construction events as necessary to ascertain the progress

of the Project and to determine in general if the Work is proceeding in accordance with the Contract Documents and the Project Schedule during the construction phase:

1) The Design Build Architect/Engineer and any necessary

subconsultant shall visit the construction site at least once a week. The Subconsultants shall visit the site when their respective portion of the work is in progress.

2) In addition to the required weekly site visit, the Design Build

Architect/Engineer and any necessary subconsultant shall attend pre-installation conferences and other site meetings, and assist the Contract Administrator and the County Project Manager as requested in other site related administration of the Contract.

(C) Visit the site at least once per week on an ongoing periodic basis to

become familiar with the progress and quality of the Work and to determine if the Work is proceeding in accordance with the Contract Documents and Project Schedule. DESIGN/BUILD FIRM shall coordinate the timing of these visits with the Contract Administrator's Representative and the County Project Manager so as to permit joint observations of the progress of the Work and discussions about Project issues. On the basis of on-site observations the Design Build Architect/Engineer shall keep the Contract Administrator and the County Project Manager informed of the progress and quality of the Work. DESIGN/BUILD FIRM shall promptly submit to Contract Administrator and the County Project Manager a detailed written report of the results of each visit to the site, and copies of all field reports and notes of meetings with subcontractors or any of their suppliers.

(D) Based upon its on-site visits, promptly report to the Contract Administrator

and the County Project Manager any defects and deficiencies in the Work and shall endeavor to guard COUNTY against defects and deficiencies in the Work. This obligation is not reduced or limited by the fact that others,

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such as COUNTY's staff, are undertaking inspection for or on behalf of COUNTY. DESIGN/BUILD FIRM shall make on-site observations utilizing the same personnel over the course of the Work and shall, if requested by the Contract Administrator and the County Project Manager, replace personnel whom the Contract Administrator and the County Project Manager has found to be incompetent or to whom the Contract Administrator and the County Project Manager otherwise reasonably objects.

3.03.03 The Design Build Architect/Engineer and any necessary subconsultant, the

Contract Administrator and the County Project Manager, shall at all times have access to the Work where ever it is in preparation or progress. The Design-Build Architect/Engineer and the Subconsultants shall review and advise the Contract Administrator and the County Project Manager as to whether DESIGN/BUILD FIRM is making timely, accurate, and complete notations on the "Project Record Documents" and maintaining various other administrative records as required by the Contract Documents. In addition the Contract Administrator and the County Project Manager may at their discretion require the Design Build Architect/Engineer and all Subconsultants to regularly submit additional written materials or forms to the Contract Administrator and the County Project Manager relating to or regarding the Project or its progress.

3.03.04 The Design Build Architect/Engineer shall assist the Contract Administrator and

the County Project Manager in determining the amounts owing to FIRM based on observations at the site and on evaluations of DESIGN/BUILD FIRM's Applications for Payment and shall certify Certificates for Payment in such amounts as provided in the Contract Documents and in such form as the Contract Administrator and the County Project Manager may request. The certification of a Certificate for Payment shall constitute a representation by the Design Build Architect/Engineer to the Contract Administrator and the County Project Manager, based on the Design Build Architect/Engineer's observations at the site and on the data comprising DESIGN/BUILD FIRM's Application for Payment:

(A) That the Work has progressed to the point indicated; (B) That the quality of the Work is in substantial accordance with the contract

documents (subject to an evaluation of the Work for substantial conformance with the Contract Documents upon substantial completion, to the results of any subsequent tests required by or performed under the Contract Documents, to minor deviations from the Contract Documents correctable prior to completion, and to any specific qualifications stated in the Certificate for Payment); and

(C) That DESIGN/BUILD FIRM is entitled to payment in the amount certified.

However, the certification of a Certificate for Payment shall not be a representation that the Design Build Architect/Engineer has made any examination, other than information which has come to the Design Build Architect/Engineer's attention, to ascertain how and for what purpose DESIGN/BUILD FIRM has used the moneys paid by COUNTY.

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3.03.05 As the design professional of record interpretations and advisory decisions of the Design Build Architect/Engineer shall be consistent with the intent of, and reasonably inferable from, the Contract Documents and shall be in writing or in the form of drawings, in accordance with Division 1, issued with the Step II Documents.

3.03.06 The Design Build Architect/Engineer and the County Project Manager shall

have authority to recommend rejection of Work which does not conform to the Contract Documents. Neither the Design Build Architect/Engineer nor the County Project Manager shall have authority to stop the Work without approval of the Contract Administrator. Whenever, in the Design Build Architect/Engineer and the County Project Manager's reasonable opinion, it is necessary or advisable for the implementation of the intent of the Contract Documents, the Design Build Architect/Engineer with the Contract Administrator and the County Project Manager approval may recommend special inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work be then fabricated, installed or completed, but the Design Build Architect/Engineer and the County Project Manager shall take such action only after consultation with the Contract Administrator.

The Design Build Architect/Engineer and the County Project Manager's

monitoring of such additional special testing or inspections are a part of the Basic Services. The Contract Administrator shall furnish all such tests inspections and reports that are required by law or by the Contract Documents or that it has previously approved in writing, without waiving its right to reimbursement from DESIGN/BUILD FIRM. However, neither this authority of the Design Build Architect/Engineer and the County Project Manager nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty of responsibility of the Design Build Architect/Engineer to DESIGN/BUILD FIRM or other parties performing portions of the Work.

3.03.07 The Design Build Architect/Engineer and all Subconsultants shall promptly

review, and take other appropriate action upon DESIGN/BUILD FIRM's submittals such as shop drawings, product data and samples, but only for conformance with the design concept of the Contract Documents. Such action shall be taken within Twenty (20) days of receipt by the Design Build Architect/Engineer and the Subconsultants.

(A) The Design Build Architect/Engineer and the Subconsultants' review shall

not constitute review or approval of safety precautions or of construction means, methods, techniques, sequences or procedures. The Design Build Architect/Engineer and the Subconsultants shall maintain a log of all submittals made and shall compare the submittals with DESIGN/BUILD FIRM's progress schedule. The Design Build Architect/Engineer and subconsultants shall not approve changes to the contract or substitutions through the regular submittal process but will utilize those respective methods specified in the Design Criteria Package.

3.03.08 DESIGN/BUILD DESIGN/BUILD FIRM and the Design Build

Architect/Engineer and any necessary subconsultants shall coordinate with and

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assist the Contract Administrator and the County Project Manager concerning Contract Modifications including the development, review, recommendation for approval, and processing of Contract Price Adjustment Memoranda (CPAM's), Change Orders and Amendments to the Contract including COUNTY's or other jurisdictional authority's required review of such Contract modifications for Code Compliance. DESIGN/BUILD FIRM and the Design Build Architect/Engineer shall:

(A) Meet with the Contract Administrator and the County Project Manager

prior to the preparation of CPAM's, change order items or Amendments to ensure that proposed changes comply with applicable codes.

(B) Reconcile the Design Build Architect/Engineer's analysis of proposed

Change Order amounts with an analysis provided by the independent cost estimator and provide the Contract Administrator and the County Project Manager with a recommendation concerning the respective cost studies.

(C) Submit written and graphic information documenting proposed changes

for formal review by COUNTY and municipal or other jurisdictional agencies for code compliance and any necessary permitting.

(D) The Design Build Architect/Engineer shall review and indicate

concurrence through signing DESIGN/BUILD FIRM's CPAM forms, change orders and Amendments for COUNTY's authorization in accordance with the Contract Documents, shall have authority with the County Project Manager to order minor changes in the Work not involving an adjustment in the contract sum or an extension of the contract time and which are not inconsistent with the intent of the Contract Documents. Such minor changes shall be effected by written order issued through the County Project Manager and the Contract Administrator. The Basic Services shall include providing recommendations concerning proposed change orders and minor changes, and the preparation and processing of change orders and construction change directives.

(E) The Design Build Architect/Engineer shall process, prepare and issue

request for proposals and other contract modification documents in a timely manner.

(F) All final decisions with respect to substitutions, change orders, and other

contract modifications shall be at the sole determination of the Contract Administrator.

3.03.09 The Design Build Architect/Engineer and the Subconsultants shall conduct

thorough site observations, make recommendations and otherwise assist the Contract Administrator and the County Project Manager in determining the dates of substantial completion and final completion.

3.03.10 The Design Build Architect/Engineer and the Subconsultants shall review,

approve and forward to the Contract Administrator and County Project Manager for the Contract Administrator and the County Project Manager’s

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review, written warranties and related documents required by the Contract Documents and assembled by DESIGN/BUILD FIRM, and shall certify a final certificate for payment.

3.03.11 At substantial completion, the County Project Manager, DESIGN/BUILD FIRM,

the Design Build Architect/Engineer and the Subconsultants shall:

(A) Prepare a punch list of observed items requiring correction, completion or replacement by DESIGN/BUILD FIRM.

(B) Administer DESIGN/BUILD FIRM's submittal of various closeout

submittals including warranty documents, operations and maintenance materials, extra materials, and other closeout submittals as required by the Contract Documents.

(C) Verify and confirm DESIGN/BUILD FIRM's successful demonstration of

equipment and systems and the training of COUNTY's personnel as required by the Contract Documents.

(D) Inspect the Project upon final completion to determine compliance with

the Contract Documents and, upon so determining, prepare and execute the required forms and other documents indicating that the Work is completed in compliance with the Contract Documents.

(E) Coordinate with requirements stated in Section 4.7 of the Agreement and

Section 01700, Division 1 of the Design Criteria Package's specifications.

3.03.12 The Design Build Architect/Engineer and any necessary subconsultants shall review, approve and/or certify DESIGN/BUILD FIRM's submittal of as-built survey documentation, (including Computer Aided Design (CAD) and/or other hardcopy or electronic media documents) including those required by jurisdictional agencies with authority over the project.

3.03.13 DESIGN/BUILD FIRM shall within sixty (60) days of final acceptance provide the

County Project Manager and the Contract Administrator with prints and electronic media copies of the original drawings, which the Design Build Architect/Engineer and any necessary subconsultant has revised to conditions based on information furnished by DESIGN/BUILD FIRM (redlined prints and other "as-built" information) as Project Record Documents. DESIGN/BUILD FIRM's original marked drawings shall be submitted to the Contract Administrator with the updated prints and electronic media files prepared by the Design Build Architect/Engineer and the Subconsultants. These prints and electronic media copies shall become the property of COUNTY Submittal of these documents to the Contract Administrator is a condition of final payment to DESIGN/BUILD FIRM. Electronic media shall comply with Attachment 1, Electronic Media Submittal Requirements attached.

4 4.01 DESIGN/BUILD FIRM shall accept full responsibility for the Work against all loss or

damage of whatsoever nature sustained until final acceptance by COUNTY, and shall promptly repair any damage done from any cause whatsoever.

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4.02 DESIGN/BUILD FIRM shall be responsible for all materials, equipment and supplies

pertaining to the Project. In the event any such materials, equipment and supplies are lost, stolen, damaged or destroyed prior to final acceptance by COUNTY, DESIGN/BUILD FIRM shall replace same without cost to COUNTY. DESIGN/BUILD FIRM shall be responsible to protect all materials, equipment and supplies, keeping them free from deterioration, weathering, rusting or other action detrimental to the materials.

4.03 COUNTY reserves the right to award other contracts in connection with this Project.

DESIGN/BUILD FIRM shall afford other persons or contractors reasonable opportunity for the introduction and storage of materials and the execution of work under such separate contracts. DESIGN/BUILD FIRM shall properly connect and coordinate this Work with the work of any other persons or contractors that might contract separately with COUNTY.

4.04 If any part of DESIGN/BUILD FIRM's Work depends on proper execution or results upon

the work of any other persons, DESIGN/BUILD FIRM shall inspect and promptly report to the Contract Administrator and the County Project Manager any defects in such work that render it unsuitable for such proper execution and results. DESIGN/BUILD FIRM's failure to so inspect and report shall constitute an acceptance of the other person’s work as fit and proper for the reception of DESIGN/BUILD FIRM's Work, except as to DESIGN/BUILD defects which may develop in other DESIGN/BUILD FIRM's work after the execution of DESIGN/BUILD FIRM's Work.

4.05 DESIGN/BUILD FIRM shall conduct its operations and take all reasonable steps to

coordinate the prosecution of the Work so as to create no interference or impact on any other contractor on the site. Should such interference or impact occur, and DESIGN/BUILD FIRM did not take reasonable steps, DESIGN/BUILD FIRM shall be liable to the affected contractor for the cost of such interference or impact.

4.06 DESIGN/BUILD FIRM shall inspect the work already in place to insure the proper

execution of subsequent work, and shall at once report to the Contract Administrator and the County Project Manager any discrepancy between the executed work and the requirements of the Contract Documents.

4.07 Superintendence and Supervision:

(A) The orders of COUNTY and the Contract Administrator are to be given through the County's Project Manager, whose instructions are to be strictly and promptly followed in every case. DESIGN/BUILD FIRM shall keep on the Project site during its progress, a competent full time English speaking superintendent or project manager (hereinafter referred to as superintendent) and any necessary assistants, all satisfactory to the Contract Administrator and the County Project Manager. The superintendent shall not be changed except with the written consent of the Contract Administrator and the County Project Manager, unless the superintendent proves to be unsatisfactory to DESIGN/BUILD FIRM and ceases to be in its employ. The President shall represent DESIGN/BUILD DESIGN/BUILD FIRM and all direction given to the President shall be as binding as if given to DESIGN/BUILD FIRM and will be confirmed in writing by the

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County Project Manager. DESIGN/BUILD FIRM shall give efficient supervision to the Work, using its best skill and attention.

(B) Daily, DESIGN/BUILD FIRM's superintendent shall record, at a minimum, the

following information in a bound log: the day; date; weather conditions and how any weather condition affected the progress of the Work; time of commencement of work for the day; the work being performed; materials, labor, personnel, equipment and subcontractors at the Project site; visitors to the Project site including representatives of COUNTY, the Design Build Architect/Engineer and any other subconsultants, regulatory authorities; any special or unusual conditions or occurrences encountered; and the time of termination of work for the day. All information shall be recorded in the daily log in ink. The daily log shall be kept on the Project site and shall be available at all times for inspection and copying by the Contract Administrator and the County Project Manager. Electronic logs created and maintained in Microsoft Word or other software program may be utilized upon advance written approval by the Contract Administrator. Such electronic logs shall be available to the Contract Administrator and the County Project Manager at the Project site for inspection, printing and copying.

(C) DESIGN/BUILD FIRM, the Design Build Architect/Engineer, the Contract Administrator, the County Project Manager and any necessary subconsultants, shall meet at least once a week or as determined by the Contract Administrator and the County Project Manager during the course of the Work to review and agree upon the work performed to date and to establish the controlling items of work for the next two weeks. DESIGN/BUILD FIRM shall publish, keep, and distribute minutes and any comments thereto of each such meeting.

(D) DESIGN/BUILD FIRM shall supervise and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. DESIGN/BUILD FIRM shall be solely responsible for the means, methods, techniques, sequences and procedures of construction.

4.08 DESIGN/BUILD FIRM to Check Drawings, Specifications and Data: DESIGN/BUILD FIRM shall use reasonable effort to verify all dimensions, quantities and details shown on the drawings, specifications or other data developed by the Design Build Architect/Engineer and Subconsultants.

4.09 Differing Site Conditions:

In the event that, during the course of the Work, DESIGN/BUILD FIRM encounters an underground utility or subsurface or concealed conditions at the Project site which differ materially from those ordinarily encountered and generally recognized as inherent in work of the character called for in the Contract Documents; or unknown physical conditions of the Project site, of an unusual nature, DESIGN/BUILD FIRM, without disturbing the conditions and before performing any work affected by such conditions, shall, no later than twenty-four (24) hours after their discovery, notify the Contract Administrator, the County Project Manager and the Design Build Architect/Engineer in writing of the existence of the aforesaid conditions.

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The Contract Administrator and the County Project Manager with the assistance of the Design Build Architect/Engineer shall, within two (2) business days after receipt of DESIGN/BUILD FIRM’s written notice, investigate the site conditions identified by DESIGN/BUILD FIRM. If, in the sole opinion of the Contract Administrator and the County Project Manager, the conditions do materially so differ and cause an increase in the time required for, the performance of any part of the Work, the Contract Administrator and the County Project Manager shall recommend an equitable adjustment to the Contract Time which is subject to approval by the Contract Administrator or the Board pursuant to Section 7.5 of the Agreement. If DESIGN/BUILD FIRM and the Contract Administrator and the County Project Manager cannot agree on an adjustment in the Contract Time, the adjustment shall be determined by the Contract Administrator in accordance with Article 16.

No request by DESIGN/BUILD FIRM for an equitable adjustment or change to the Contract Time under this provision shall be allowed unless DESIGN/BUILD FIRM has given written notice within reasonable accordance with the provisions of Article 16 of the Agreement.

No request for an equitable adjustment or change to the Contract Time for differing site conditions shall be allowed if made after the date certified by DESIGN/BUILD FIRM as the date of Substantial Completion.

4.10 Submittals:

4.10.01 DESIGN/BUILD FIRM shall submit Submittals to the Design Build Architect/Engineer and subconsultants (including but not limited to shop drawings, product samples, product data, warranties, closeout submittals, reports and photographs) as required by the Specifications. The Submittals serve as DESIGN/BUILD FIRM's coordination documents and demonstrate the suitability, efficiency, technique of manufacture, installation requirements, detailing and coordination of specified products, components, assemblies and systems, and evidence compliance or noncompliance with the Contract Documents. DESIGN/BUILD FIRM's Submittals are not part of the Contract Documents but are documents prepared and utilized by DESIGN/BUILD FIRM to coordinate the Work.

4.10.02 After the issuance of Notice to Proceed, DESIGN/BUILD FIRM shall submit to the County Project Manager and Design Build Architect/Engineer all Submittals required for permitting. DESIGN/BUILD FIRM shall submit to Design Build Architect/Engineer, (with a copy to the Contract Administrator) a comprehensive list of items for which Submittals are to be submitted and shall identify the critical items. Approval of this list (the Submittal Schedule) by the County Project Manager and Design Build Architect/Engineer shall in no way relieve DESIGN/BUILD FIRM from submitting complete Submittals as required by the Contract Documents and providing services, products, materials, equipment, systems and assemblies, fully in accordance with the Contract Documents.

4.10.03 After approval of the Submittal Schedule by the County Project Manager Design Build Architect/Engineer, DESIGN/BUILD FIRM shall promptly request Submittals from the various manufacturers, fabricators, and suppliers.

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DESIGN/BUILDFIRM shall forward copy of Submittal letter to the Contract Administrator and the County Project Manager.

4.10.04 DESIGN/BUILD FIRM shall thoroughly review and check all Submittals and

submit them to the Design Build Architect/Engineer and any necessary subconsultant. Each Submittal and required copy thereof shall indicate DESIGN/BUILD FIRM’s review of that Submittal in the form required by the Contract Documents.

4.10.05 DESIGN/BUILD FIRM shall maintain a Submittal log which shall include, at a

minimum, the date of each Submittal, the date of any resubmittal, the date of any approval or rejection, and the reason for any approval or rejection. Copies of submittal log shall be made available to the Contract Administrator and the County Project Manager at any time during the construction phase.

4.10.06 If the Submittals indicate deviations or departures from the requirements of the

Contract Documents, DESIGN/BUILD FIRM shall make specific mention thereof in its letter of transmittal. Failure to point out such deviations or departures shall not relieve DESIGN/BUILD FIRM from its responsibility to comply with the Contract Documents.

4.10.07 The Design Build Architect/Engineer shall have no duty to review partial or

incomplete Submittals except as may be provided otherwise within the Contract Documents.

4.10.08 Provided such Submittals conform to the approved Submittal Schedule, the

Design Build Architect/Engineer shall review and approve Submittals as expeditiously as possible, unless said Submittals are rejected by the Design Build Architect/Engineer for material reasons or the Submittals are of substantial building systems which require more time for thorough review. The Design Build Architect/Engineer's approval of Submittals will be general and shall not relieve DESIGN/BUILD FIRM of responsibility for the accuracy of such drawings, nor for the proper fitting and construction of the work, nor for the furnishing of materials or work required by the Contract Documents. No work for which Submittals are required shall be performed until said Submittals have been approved by the Design Build Architect/Engineer. Approval shall not relieve DESIGN/BUILD FIRM from responsibility for errors or omissions on the Submittals or for compliance with the requirements of the Contract Documents.

4.10.09 No review or approval will be given to partial Submittals for items which

interconnect and/or are interdependent where necessary to properly evaluate the Submittal. It is DESIGN/BUILD FIRM's responsibility to assemble the Submittals for all such interconnecting and/or interdependent items, check them and then make one submittal to the Design Build Architect/Engineer and any necessary subconsultant along with its comments as to compliance, noncompliance, or features requiring special attention.

4.10.10 Additional information provided by DESIGN/BUILD FIRM on any Submittal shall be typewritten or lettered in ink.

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4.10.11 DESIGN/BUILD FIRM shall submit the number of copies required by the Contract Documents plus the number required by jurisdictional authorities (when Submittals are to be made to such authorities). Resubmissions of Submittals shall be made in the same quantity until final approval is obtained from the Design Build Architect/Engineer and any other subconsultant or jurisdictional authorities.

4.10.12 DESIGN/BUILD FIRM shall keep one (1) set of the Design Build

Architect/Engineer approved Submittals at the Project site at all times and shall be made available to the Contract Administrator and the County Project Manager at any time.

4.11 Field Layout of the Work and Record Drawings:

4.11.01 The entire responsibility for establishing and maintaining line and grade in the field lies with DESIGN/BUILD FIRM. DESIGN/BUILD FIRM shall maintain an accurate and precise record of the location and elevation of all pipe lines, conduits, structures, manholes, handholes, fittings and other accessories/features and shall prepare a complete site survey sealed by a Florida registered Professional Surveyor which shall be submitted as a Project record document at the time of requesting Final Payment. Final surveys shall be submitted in hardcopy on mylar and as an electronic media submittal prepared in accordance with requirements for electronic media submittals as specified elsewhere in the contract documents. The cost of all such field layout and recording work is included in the basic services for the appropriate items.

4.11.02 DESIGN/BUILD FIRM shall maintain in a safe place at the Project site one (1)

record copy of all Drawings, Plans, Specifications, Addenda, written amendments, Change Orders, Field Orders, submittals and written interpre-tations and clarifications in good order and annotated to show all changes made during construction. Each of these documents shall be clearly marked by DESIGN/BUILD FIRM as "Project Record Documents." These Project record documents together with all approved samples and a counterpart of all approved Submittals shall be available at all times to the Design Build Architect/Engineer, the Contract Administrator and the County Project Manager for reference. Upon final completion of the Project and prior to Final Payment, these project record documents, including submittals and other project record documents required elsewhere by the contract documents and specifications shall be delivered to the Contract Administrator.

4.11.03 Prior to, and as a condition precedent to Final Payment, DESIGN/BUILD FIRM

shall submit to COUNTY, DESIGN/BUILD FIRM's record drawings or as-built drawings acceptable to the Design Build Architect/Engineer, the Contract Administrator and the County Project Manager.

4.11.04 DESIGN/BUILD FIRM shall deliver to the Contract Administrator and the

County Project Manager all equipment data, along with its recommended spare parts list, maintenance manuals, manufacturers' warranties and operations manuals as may be required within the Project Manual for COUNTY's employees and agents to maintain and operate any equipment provided as part of the Work.

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4.12 Survey

As required by the technical specifications (or, in absence of technical specification requirements concurrent with the Final Request for Payment), DESIGN/BUILD FIRM shall furnish final surveys in electronic file, AUTOCAD RELEASE 2006 or later format utilizing CAD Standards as designated by the Contract Administrator and County Project Manager, in addition to three (3) sets of hard copy, showing the exact locations of all structures and underground site utilities installed by DESIGN/BUILD FIRM, including all water, sewer, irrigation, gas, fuel, telephone, security and electric lines and main, and locations of all easements for such utilities then existing. Such surveys shall be prepared by a licensed Florida surveyor who shall certify that the Work is installed and erected entirely upon the Project Site and within the building restriction lines, if any, and does not overhang or encroach upon any easement or right-of-way of others.

4.13 Inspection and Testing

4.13.01 DESIGN/BUILD FIRM, the Design Build Architect/Engineer and any other Subconsultant, the County Project Manager and the Contract Administrator shall at all times have access to the Work, and DESIGN/BUILD FIRM shall provide for use by the Design Build Architect/Engineer and any other Subconsultant, the County Project Manager and the Contract Administrator the facilities described in Division 1 of the Specifications for such access and for inspecting, measuring and testing.

4.13.02 Should the Contract Documents, the Design Build Architect/Engineer, the Contract Administrator, the County Project Manager’s instructions, any laws, ordinances, or any public authority require any of the Work to be specially tested or approved, DESIGN/BUILD FIRM, shall provide and update weekly for the Design Build Architect/Engineer, the Contract Administrator and the County Project Manager a two (2) week look-ahead schedule denoting all activity to be performed and highlighting those that need testing and approval. If the testing or approval is to be made by an authority other than COUNTY, timely notice shall be given of the date fixed for such testing. Testing shall be made promptly, and where practicable, at the source of supply. If any of the Work which requires approval is covered up without approval or consent of the Design Build Architect/Engineer, the Contract Administrator and the County Project Manager, it must, if required by the Design Build Architect/Engineer, the Contract Administrator and the County Project Manager, be uncovered for examination and properly restored to the satisfaction of the Design Build Architect/Engineer, the Contract Administrator and the County Project Manager.

4.13.03 Reexamination of any of the Work may be ordered by the Design Build

Architect/Engineer, with prior written approval by the Contract Administrator and the County Project Manager, and if so ordered, the Work must be uncovered by DESIGN/BUILD FIRM. If such Work is found to be in accordance with the Contract Documents, COUNTY shall pay the cost of reexamination and replacement by means of a Change Order. If such Work is not in accordance with the Contract Documents, DESIGN/BUILD FIRM shall pay such cost as part of the contract price at no additional cost to COUNTY.

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4.13.04 COUNTY's Project Representatives shall not have the authority to permit

deviations from, nor to modify any of the provisions of the Contract Documents nor to delay the Contract by failure to inspect the materials and the Work with reasonable promptness without the written permission or instruction of the Design Build Architect/Engineer or the County Project Manager and the Contract Administrator.

4.13.05 The payment of any compensation, whatever may be its character or form, or

the giving of any gratuity or the granting of any favor by DESIGN/BUILD FIRM to any inspector, directly or indirectly, is strictly prohibited, and any such act on the part of DESIGN/BUILD FIRM will constitute a breach of this Contract.

4.14 Occupational Health and Safety

4.14.1 In compliance with Chapter 442, Florida Statutes, any toxic substance listed in Section 38F-41.03, Florida Administrative Code, delivered as a result of this Project must be accompanied by a Material Safety Data Sheet (MSDS) which may be obtained from the manufacturer. The MSDS must include the following information:

(A) The chemical name and the common name of the toxic substance. (B) The hazards or other risks in the use of the toxic substance, including:

1) The potential for fire, explosion, corrosion, and reaction; 2) The known acute and chronic health effects of risks from

exposure, including the medical conditions which are generally recognized as being aggravated by exposure to the toxic substance; and

3) The primary routes of entry and symptoms of overexposure.

(C) The proper precautions, handling practices, necessary personal

protective equipment, and other safety precautions in the use of or exposure to the toxic substances, including appropriate emergency treatment in case of overexposure.

(D) The emergency procedure for spills, fire, disposal, and first aid. (E) A description in lay terms of the known specific potential health risks

posed by the toxic substance intended to alert any person reading this information.

(F) The year and month, if available, that the information was compiled and

the name, address, and emergency telephone number of the manufacturer responsible for preparing the information.

4.14.2 DESIGN/BUILD FIRM agrees that it shall not knowingly transport to, use,

generate, dispose of, or install at the Project site any Hazardous Substance,

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(as defined in Section 19.5), except in accordance with applicable Environmental Laws. Further, in performing the work, DESIGN/BUILD FIRM shall not knowingly cause any release of hazardous substances into, or contamination of, the environment, including the soil, the atmosphere, any water course or ground water, except in accordance with applicable Environmental Laws.

4.14.3 In the event DESIGN/BUILD FIRM encounters on the Project site any

Hazardous Substance, or what the DESIGN/BUILD FIRM reasonably believes to be a Hazardous Substance, and which is being introduced to the Work, or exists on the Project Location, in violation of any applicable Environmental Laws, DESIGN/BUILD FIRM shall immediately stop work in the area affected and report the condition to the Design Build Architect/Engineer, the County Project Manager and the Contract Administrator in writing. The Work in the affected area shall not thereafter be resumed except by written authorization of the County Project Manager and the Contract Administrator if in fact a Hazardous Substance has been encountered and has not been rendered harmless.

4.14.4 The County Project Manager and the Contract Administrator may direct

DESIGN/BUILD FIRM by utilization of Owner's Allowance Account funds to remediate and/or render harmless the Hazardous Substance in accordance with any applicable permits then in existence, but DESIGN/BUILD FIRM shall not be required to remediate and/or render harmless the Hazardous Substance absent such direction or if DESIGN/BUILD FIRM cannot obtain the appropriate insurance. If FIRM is not so directed, DESIGN/BUILD FIRM shall not be required to resume work in any area affected by the Hazardous Substance until such time as the Hazardous Substance has been remediated and/or rendered harmless.

4.14.5 For purposes of this Agreement, the term "Hazardous Substance" shall mean

and include, but shall not be limited to, any element, constituent, chemical, substance, compound or mixture, which are defined in or included under or regulated by any local, state or federal law, rule, ordinance, by-law, or regulation pertaining to environmental regulation, contamination, clean-up or disclosure, including, without limitation, The Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA), The Resource Conservation and Recovery Act (RCRA), The Toxic Substances Control Act (TSCA), The Clean Water Act (CWA), The Clean Air Act (CAA), and The Marine Protection Research and Sanctuaries Act (MPRSA), The Occupational Safety and Health Act (OSHA), The Superfund Amendments and Reauthorization Act of 1986 (SARA), or other state super lien or environmental clean-up or disclosure statutes including all state and local counterparts of such laws (all such laws, rules and regulations being referred to collectively as Environmental Laws). It is DESIGN/BUILD FIRM's responsibility to comply with this Article based on the law in effect at the time its services are rendered and to comply with any amendments to those laws for all services rendered after the effective date of any such amendments.

4.14.6 Safety and Protection

CAF#202 -- 37 -- (Rev.03/12/14)

(A) DESIGN/BUILD FIRM shall be solely responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Project. DESIGN/BUILD FIRM 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 work site and other persons who may be

affected thereby;

2) All the work and all materials or equipment to be incorporated therein, whether in storage on or off the Project site; and

3) Other property at the Project site or adjacent thereto, including

trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction.

(B) DESIGN/BUILD FIRM shall comply with all applicable laws, ordinances, rules, regulations and orders of any public body having jurisdiction for the safety of persons or property or to protect them from damage, injury or loss; and shall erect and maintain all necessary safeguards for such safety and protection. DESIGN/BUILD FIRM shall notify owners of adjacent property and utilities when prosecution of the work may affect them. All damage, injury or loss to any property referred to in Sections 4.14.6(A)(2) and 4.14.6(A)(3) above, caused directly or indirectly, in whole or in part, by DESIGN/BUILD FIRM, any Subcontractor or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, shall be remedied by DESIGN/BUILD FIRM. DESIGN/BUILD FIRM's duties and responsibilities for the safety and protection of the work shall continue until such time as all the Work is completed and Design Build Architect/Engineer has issued a notice to COUNTY and DESIGN/BUILD FIRM that the Work is acceptable except as otherwise provided in Article 4.10 hereof.

(C) DESIGN/BUILD FIRM shall designate a responsible member of its

organization at the Work site whose duty shall be the prevention of accidents. This person shall be DESIGN/BUILD FIRM's superintendent unless otherwise designated in writing by DESIGN/BUILD FIRM to COUNTY.

4.15 Signage

4.15.1 Any requirements for a project sign shall be as set forth within the Technical Specifications section. In the absence of such technical specification, DESIGN/BUILD FIRM shall coordinate with and provide the Contract Administrator's typical project sign including applicable Broward County color logo graphics and identification of the Board, DESIGN/BUILD FIRM, the Design Build Architect/Engineer and other personnel at the direction of the County Project Manager and the Contract Administrator.

4.15.2 All construction signage located at the Project Location, shall be subject to the

prior written approval of the County Project Manager and the Contract

CAF#202 -- 38 -- (Rev.03/12/14)

Administrator. DESIGN/BUILD FIRM recognizes that all signage may be disallowed, in the County Project Manager’s and Contract Administrator's sole discretion, and that existing signage or advertising on construction field offices, trailers, construction fences, and other construction elements or aids, may be required to be masked or deleted, all at no cost or expense to COUNTY. Such signage will be considered an overhead expense pursuant to Section 7.8 of the Agreement and shall not be included within the Cost of the Work.

4.16 Hurricane and Disaster Preparedness

4.16.1 Pre-Hurricane and Disaster Provisions

(A) During such periods of time as are designated by the United States Weather Bureau as being a hurricane warning or alert, DESIGN/BUILD FIRM, except as specified in 4.16.1(D) below, shall take all reasonable precautions necessary to secure the project site in response to all threatened storm events, regardless of whether COUNTY or the County Project Manager has given notice of same.

(B) Compliance with any specific hurricane warning or alert precautions will

not constitute additional work. (C) Suspension of the work caused by a threatened or actual storm event,

regardless of whether COUNTY has directed such suspension, will entitle the DESIGN/BUILD FIRM to additional Contract Time as non-compensable, excusable delay, and shall not give rise to a claim for compensable delay.

(D) DESIGN/BUILD FIRM shall be reimbursed actual documented expenses

for materials and labor incurred due to hurricane preparations that are outside of the normal daily General Conditions costs. Any such reimbursement shall be at the discretion of the County Project Manager and the Contract Administrator.

4.16.2 Post-Hurricane and Disaster Provisions

(A) COUNTY may issue, through its Director of Public Works or the Contract Administrator, Construction Change Directives or other enabling documents to mobilize DESIGN/BUILD FIRM, the Design Build Architect/Engineer, Subconsultants and Subcontractors in the aftermath of a hurricane, natural disaster or other emergency for the purposes of damage assessment and providing temporary and permanent repairs to COUNTY facilities (or other facilities as may be assigned by COUNTY). DESIGN/BUILD FIRM shall mobilize upon mutual agreement of specific terms for this work.

1) In the immediate aftermath of a storm, natural disaster or other

emergency, DESIGN/BUILD FIRM, the County Project Manager

CAF#202 -- 39 -- (Rev.03/12/14)

and the Contract Administrator shall establish communications to determine an assessment and recovery plan and to establish a preliminary list of emergency recovery activities that DESIGN/BUILD FIRM shall undertake.

2) DESIGN/BUILD FIRM, the County Project Manager and the

Contract Administrator shall utilize that preliminary list of emergency recovery activities to develop one (1) or more Construction Change Directives for execution by the Contract Administrator and DESIGN/BUILD FIRM. Upon mutual agreement, the County Project Manager and the Contract Administrator shall issue the executed Construction Change Directives upon receipt of which, DESIGN/BUILD FIRM shall immediately undertake the emergency actions described therein.

3) DESIGN/BUILD FIRM shall mobilize personnel, subcontractors

and equipment as necessary to complete the tasks required by a Construction Change Directive for hurricane or other disaster recovery.

4) COUNTY shall issue Purchase Orders and other procurement

documents as necessary in support of Construction Change Directives as issued by the Director of Public Works, the County Project Manager or the Contract Administrator.

5) DESIGN/BUILD FIRM shall maintain detailed records of the work

and provide full information required for evaluation and to substantiate costs and time adjustments as may be necessitated by these required changes in the work.

6) DESIGN/BUILD FIRM shall coordinate invoicing and payment

procedures for emergency recovery work with the County Project Manager and the Contract Administrator to ensure expeditious payment and segregation of such payments from those applicable to the non-emergency work required by this Agreement.

5 Phase V - Warranty Administration and Post-Occupancy Services: 5.01 For one (1) year following substantial completion of the Project, DESIGN/BUILD FIRM

and the Design Build Architect/Engineer and any Subconsultant shall assist the Contract Administrator and the County Project Manager, without additional compensation, in securing correction of defects, and shall in the sixth and eleventh months make inspections of the Project with the Contract Administrator and the County Project Manager and report observed discrepancies to the Contract Administrator.

5.02 DESIGN/BUILD FIRM and the Design Build Architect/Engineer and any Subconsultants,

who contributed to the design of the Project, shall participate in a Post-Occupancy Walkthrough and Evaluation which will be scheduled by COUNTY's Highway Construction and Engineering Division at a time subsequent to the eleventh month warranty inspection specified above.

CAF#202 -- 40 -- (Rev.03/12/14)

5.03 DESIGN/BUILD FIRM and the Design Build Architect/Engineer shall:

(A) Provide Warranty Administration and support for fixtures and equipment for a minimum one year post-installation period (starting from date installation receives inspection and final acceptance by the Contract Administrator) and extending through any extended or special warranty periods associated with individual furniture, fixture or equipment items.

(B) Participate in the Contract Administrator's Post Occupancy Evaluations.

CAF#202 -- 41 -- (Rev.03/12/14)

EXHIBIT "A" SCOPE OF WORK

ATTACHMENT 1 ELECTRONIC MEDIA SUBMITTAL REQUIREMENTS

The Contract Administrator will be utilizing electronic media as the principal way it develops, communicates and archives information concerning its various construction programs. To that end, COUNTY's Design Build Agreement requires submittal of documents produced on electronic media. Requirements for that media are presented below. ELECTRONIC MEDIA A. General Requirements:

1. All Work, including surveying work, drawings, maps, details or other drawing

information to be provided in electronic media by the Design/Build Architect/Engineer shall be accomplished and developed using computer-aided design and drafting (CADD) and other software and procedures conforming to the following criteria.

B. CADD Graphic Format:

1. Provide all CADD data in Autodesk, Inc.'s AutoCAD release 2006 or higher for

Windows in native .dwg electronic digital format. "Read Only" files will not be accepted. Provide hard copies of all drawing sheets.

2. Target platform: Pentium IV personal computer with either a Windows XP

operating system. 3. Ensure that all digital files and data (e.g., constructs, elements, base files,

prototype drawings, reference files, blocks, attribute links, and other files external to the drawing itself) are compatible with the Contract Administrator's target CADD system (i.e., basic and advanced CADD software, platform, database software), and adhere to the standards and requirements specified herein.

4. The term "compatible" means that data can be accessed directly by the target

CADD system without translation, pre-processing, or post-processing of the electronic digital data files. It is the responsibility of DESIGN/BUILD FIRM to ensure this level of compatibility.

C. CADD Standards:

1. Standard plotted drawing size: 24" x 36" sheets. 2. Coordinate with the Contract Administrator concerning the standard file naming

protocol to be utilized.

CAF#202 -- 42 -- (Rev.03/12/14)

3. Layering:

a. Conform to the guidelines defined by the American Institute of Architects (AIA) standard document, "CAD Layer Guidelines," 2nd edition or later. Alternatively, comply with the Broward County Parks and Recreation Division’s layering standards and requirements.

b. Provide an explanatory list of which layer is used at which drawing and an

explanatory list of all layers which do not conform to the standard AIA CAD Layer Guidelines including any user definable fields permitted by the guidelines.

c. Layering: The Contract Administrator may, from time to time, supplement

the AIA CAD Layer Guidelines with the Contract Administrator's specific requirements for Facilities Management and other related information. Obtain latest Contract Administrator specific layering from Contract Administrator prior to production of documents and incorporate into drawings.

4. Attribute Definitions:

a. Obtain latest guidance from the Contract Administrator concerning attribute definition, database linking and other information embedding requirements prior to production of documents.

5. Submit a written request for approval of any deviations from the Contract

Administrator's established CADD standards. Pre-coordinate the development, use and submittal of 3-D modeling, Building Information Models (BIM), photo-realistic renderings, animations, presentations and other visualization/information tools utilized during the design and construction process to ensure compatibility of submittal with COUNTY's uses and information systems.

6. No deviations from the Contract Administrator's established CADD from the

Contract Administrator. D. Non-CADD Graphic Format: Provide digital photography files and other miscellaneous

graphics in PDF format.

E. Non-Graphic Format:

1. Provide word processing files in Microsoft Word 2007 compatible file formats including all fonts, typefaces, bit-map and vector graphics and other information necessary for remote printing.

2. Provide spreadsheet files in Microsoft Excel 2007 for windows compatible file

formats including all fonts, typefaces, bit-map and vector graphics and other information necessary for remote printing.

F. Delivery Media and Format:

CAF#202 -- 43 -- (Rev.03/12/14)

1. Submit copies of all CADD data and other electronic files developed under this

contract on electronic digital media as required for project phase submittals. 2. Provide electronic digital data and files shall be provided on 5¼" ISO-9660 CD-

ROM. Floppy discs, ZIP discs and other miscellaneous media will not be accepted.

3. The electronic digital media shall be in the format which can be read and

processed by the Contract Administrator's target CADD system. 4. The external label for each electronic digital media shall contain, as a minimum,

the following information:

a. The Project Number, Project Title and date. b. The Facility Name c. The format and version of operating system software. d. The name and version of utility software used for preparation (e.g.,

compression/decompression) and copying files to the media. e. The sequence number of the digital media. f. A list of the filenames.

5. Before a CADD file is placed on the delivery electronic digital media, the

following procedures shall be performed:

a. Ensure that drawing sheets, viewports, paperspace, lineweights, fonts, and other drawing components are correctly configured for Contract Administrator’s viewing and plotting.

b. Make sure all reference files are attached without device or directory

specifications. c. Compress and reduce all design files using PKZIP, WINZIP or other

compatible file compression/decompression software approved by the Contract Administrator. If the file compression/decompression software is different from that specified above, then an electronic digital media copy of the file compression/decompression software shall be purchased for the Contract Administrator and provided to the Contract Administrator with the delivery media.

d. Include all files, both graphic and non-graphic, required for the project

(i.e., x references, color tables, pen tables, font libraries, block libraries, user command files, plot files, and other elements of drawing definition). All blocks not provided as Contract Administrator-furnished materials must be provided to the Contract Administrator as a part of the electronic digital deliverables.

CAF#202 -- 44 -- (Rev.03/12/14)

e. Make sure that all support files such as those listed above are in the

same directory and that references to those files do not include device or directory specifications.

f. Include any standard sheets (i.e., abbreviation sheets, standard symbol

sheets, or other listing) necessary for a complete project. g. Document any fonts, tables, or other similar customized drawing element

developed by DESIGN/BUILD FIRM or not provided among the Contract Administrator-furnished materials. DESIGN/BUILD FIRM shall obtain the Contract Administrator approval before using anything other than the Contract Administrator's standard fonts, linetypes, tables, blocks, or other drawing elements available from the Contract Administrator.

G. Drawing Development Documentation:

1. Provide the following information for each finished drawing in the nonplot layer

X-****-NPLT:

a. How the data were input (e.g., keyed in, downloaded from a survey total station instrument (include name and model), and other identification data).

b. Brief drawing development history (e.g., date started, modification date(s)

with brief description of item(s) modified, author's name, and other identifying data.).

c. The names of the reference, blocks, symbols, details, tables, and

schedule files required for the finished drawing. d. Layer assignments and lock settings. e. Text fonts, line styles/types used, and pen settings.

H. Submittal:

1. Submit as Project Record Documents specified above and as required for project

phase submittals and project record documents. 2. Submit electronic media with a transmittal letter containing, as a minimum, the

following information:

a. The information included on the external label of each media unit (e.g., disk, tape), along with the total number being delivered, and a list of the names and descriptions of the files on each one.

b. Brief instructions for transferring the files from the media.

c. Certification that all delivery media are free of known computer viruses. A

statement including the name(s) and release date(s) of the virus-scanning

CAF#202 -- 45 -- (Rev.03/12/14)

software used to analyze the delivery media, the date the virus-scan was performed, and the operator's name shall also be included with the certification. The release or version date of the virus-scanning software shall be the current version which has detected the latest known viruses at the time of delivery of the digital media.

d. The following "Plot File Development and Project Documentation

Information" as an enclosure or attachment to the transmittal letter provided with each electronic digital media submittal.

1) Documentation of the plot file for each drawing which will be needed to be able to

duplicate the creation of the plot file by the Contract Administrator at a later date. This documentation shall include the plotter configuration (e.g., name and model of plotter), pen settings, drawing orientation, drawing size, and any other special instructions.

2) Instructions concerning how to generate plotted, or hard copy, drawings from the provided plot files.

3) List of any deviations from the Contract Administrator's standard layer/level scheme and file-naming conventions.

4) List of all new symbol blocks created for project, which was not provided to the

Subconsultant with the Contract Administrator furnished materials.

5) List of any non-IGES crosshatch/patterns used. 6) List of all new figures, symbols, tables, schedules, details, and other blocks

created for the project, which was not provided to the Subconsultant with the Contract Administrator furnished materials, and any associated properties.

7) List of all database files associated with each drawing, as well as a description

and documentation of the database format and schema design. 8) Recommended modifications which will be necessary to make the data available

for GIS use.

I. Ownership: 1. COUNTY will have unlimited rights under the Design Build Agreement of which

this document is a part to all information and materials developed under these and other contractual requirements and furnished to the Contract Administrator and documentation thereof, reports, and listings, and all other items pertaining to the work and services pursuant to this agreement including any copyright.

2. Unlimited rights under this contract are rights to use, duplicate, or disclose text,

data, drawings, and information, in whole or in part in any manner and for any purpose whatsoever without compensation to or approval from the Design Build Architect/Engineer except where otherwise limited within the Contract.

CAF#202 -- 46 -- (Rev.03/12/14)

3. The Contract Administrator will at all reasonable times have the right to inspect the work and will have access to and the right to make copies of the above-mentioned items.

4. All text, electronic digital files, data, and other products generated under this

contract shall become the property of COUNTY except where otherwise limited within the Contract.

J. Contract Administrator-Furnished Materials to DESIGN/BUILD FIRM:

1. The Contract Administrator and the Design Build Architect/Engineer may make

various electronic information available to DESIGN/BUILD FIRM during the Pre-Construction and Construction phases of the Project. To this end, the Design Build Architect/Engineer shall make the following information available to DESIGN/BUILD FIRM in electronic format:

a. Work-files: Selected work product files, reports, spreadsheets,

databases, specifications, drawings and other documentation of the Design Build Architect/Engineer's work in progress may be provided to FIRM or other COUNTY consultant on an as required basis. The Design Build Architect/Engineer shall cooperate and facilitate the exchange of these electronic media documents.

b. Where electronic media submittals of final site surveys are required:

Provide electronic copies of any existing site survey data already on electronic media.

c. Where electronic Project record documents are required, the Design Build

Artichect/Engineer will provide DESIGN/BUILD FIRM one set of AutoCAD electronic file format contract drawings, to be used for as-built drawings at FIRM's option. Make electronic file drawings available on CD ROM media.

K. Other Digital Information:

1. A variety of digital information may be generated by participants in the design

process including the Contract Administrator, the County Project Manager, the Design Build Architect/Engineer, Subconsultants, DESIGN/BUILD FIRM, Subcontractors, the Contract Administrator's commissioning authority, local jurisdictional authorities and other project team members.

2. The Design Build Architect/Engineer shall facilitate and participate wherever

possible in this digital exchange of information by conforming to the standards expressed above.

End of Attachment 1: Electronic Media Submittal Requirements

TRADEWINDS PARK NORTH EQUESTRIAN AND FARM SITE IMPROVEMENTS Design/Build RFP No. R1223107P1

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FORM "A"

FORM "A" (CONTINUED)

SCHEDULE OF CDBE PARTICIPATION

TRADEWINDS PARK NORTH EQUESTRIAN AND FARM SITE IMPROVEMENTS Design/Build RFP No. R1223107P1

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FORM "A-1"

SCHEDULE OF SUBCONSULTANT PARTICIPATION

No. Subconsultant's Name Discipline

1. Civil Engineering

2. Surveying

3. Architecture

4. Structural Engineering

5. Mechanical, Electrical, and Plumbing

Engineering

TRADEWINDS PARK NORTH EQUESTRIAN AND FARM SITE IMPROVEMENTS Design/Build RFP No. R1223107P1

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FORM "A-2"

MONTHLY UTILIZATION REPORT

TRADEWINDS PARK NORTH EQUESTRIAN AND FARM SITE IMPROVEMENTS Design/Build RFP No. R1223107P1

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FORM "B"

CDBE LETTER OF INTENT

TRADEWINDS PARK NORTH EQUESTRIAN AND FARM SITE IMPROVEMENTS Design/Build RFP No. R1223107P1

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FORM "B-1"

CBE LETTER OF ACKNOWLEDGEMENT

TRADEWINDS PARK NORTH EQUESTRIAN AND FARM SITE IMPROVEMENTS Design/Build RFP No. R1223107P1

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FORM "C" CBE UNAVAILABILITY REPORT

TRADEWINDS PARK NORTH EQUESTRIAN AND FARM SITE IMPROVEMENTS Design/Build RFP No. R1223107P1

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FORM "D" CERTIFICATE AS TO CORPORATE PRINCIPAL

This form must be submitted by the selected Proposer in conjunction with the Payment and Performance Guaranty. I, _______________________________________________________________, certify that I am the Secretary of the Corporation named as Principal in the foregoing Performance and Payment Bond; that ____________________________________________________ who signed the bond on behalf of the Principal, was then ________________________________________ of said Corporation; that I know said signature; and said signature thereto is genuine; and that said Bond was duly signed, sealed and attested for and in behalf of said Corporation by authority of its governing body.

_____________________________________ (Seal) As Secretary of

_____________________________________

(Name of Corporation)

(SEAL) STATE OF FLORIDA ) COUNTY OF BROWARD )

Before me, a Notary Public duly commissioned, qualified and acting personally appeared:

__________________________________________

__________________________________________

to me well known, who being by me first duly sworn upon oath says that he/she is the attorney-in-fact for the _________________________________________________________ and that he/she has been authorized by ____________________________________________ to execute the foregoing Performance and Payment Bond on behalf of the selected Proposer as Principal named therein in favor of COUNTY.

Subscribed and sworn to before me this _____ day of ____________________________ A.D., 20__.

___________________________________________

Notary Public, State of Florida at Large

My Commission Expires: _______________________

Bonded by: _________________________________

Design-Build No. H-Z-05-368-CF

TRADEWINDS PARK NORTH EQUESTRIAN AND FARM SITE IMPROVEMENTS Design/Build RFP No. R1223107P1

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FORM "E" FORM OF PERFORMANCE AND PAYMENT BOND

KNOW ALL BY THESE PRESENTS:

That we ______________________________________________ as Surety, are bound to the Board of County Commissioners of Broward County, Florida, as Obligee, hereinafter called COUNTY, in the amount of ______________ Dollars ($__________) for the payment whereof the selected Proposer and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally. WHEREAS, the selected Proposer has entered into a Design-Build contract dated the ____________ day of _______, 20__, with COUNTY for _____________________________which Design-Build contract is by reference made a part hereof, and is hereinafter referred to as the Contract. THE CONDITION OF THIS BOND is that if the selected Proposer: 1. Performs the Contract between selected Proposer and COUNTY for construction of _____________________, the Contract being made a part of this Bond by reference, at the times and in the manner prescribed in the Contract; and 2. Promptly makes payments to all claimants, as defined in Section 255.05 (1), Florida Statutes, supplying selected Proposer with labor, materials, or supplies, used directly or indirectly by selected Proposer in the prosecution of the work provided for in the Contract; and

3. Pays COUNTY all losses, damages, expenses, costs and attorney’s fees including appellate proceedings, that COUNTY sustained; and

4. Performs the guarantee of all work and materials furnished under the Contract for the time specified in the Contract, then this Bond is void; otherwise it remains in full force.

The Surety hereby waives notice of and agrees that any changes in or under the Contract Documents and compliance or noncompliance with any formalities connected with the Contract or the changes does not affect Surety's obligation under this Bond. Whenever selected Proposer shall be, and declared by COUNTY to be, in default under the Contract, COUNTY having performed COUNTY's obligation thereunder, the Surety may promptly remedy the default, or shall promptly

(1) Complete the Contract in accordance with its terms and conditions; or

(2) Obtain a bid or bids for completing the Contract in accordance with its terms and conditions, and upon determination by Surety of the lowest responsible Bidder, or, if COUNTY elects, upon determination by COUNTY and surety jointly of the lowest responsible Bidder, arrange for a Contract between such Bidder and COUNTY, and make available as work progresses (even though there should be a default or a succession of defaults under the Contract or Contracts of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the Contract price; but not exceeding, including other costs and damages for which the Surety may be liable hereunder, the amount set forth in the first paragraph hereof. The term "balance of the Contract price," as used in this paragraph, shall mean the total amount payable by COUNTY to selected Proposer under the Contract and any amendments thereto, less the amount properly paid by COUNTY to selected Proposer.

Design-Build No. H-Z-05-368-CF

TRADEWINDS PARK NORTH EQUESTRIAN AND FARM SITE IMPROVEMENTS Design/Build RFP No. R1223107P1

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FORM "E" (CONTINUED) FORM OF PERFORMANCE AND PAYMENT BOND

No right action shall accrue on this bond to or for the use of any person or corporation other than COUNTY named herein and those persons or corporations provided for by Section 255.05, Florida Statutes, or their heirs, executors, administrators or successors. Any action under this Bond must be instituted in accordance with the Notice and Time Limitations provisions prescribed in Section 255.05(2), Florida Statutes.

Signed and sealed this ______________ day of ____________________, A. D., 20__.

______________________________________________ (Name of Corporation)

WITNESSES:

__________________________________

Corporate Secretary

BY: ____________________________________________ (Signature and Title)

BY: ____________________________________________

(Type Name and Title signed above) (CORPORATE SEAL)

IN THE PRESENCE OF:

__________________________________ INSURANCE COMPANY: __________________________________ BY: ___________________________________________ Agent and Attorney-in-Fact Address: ______________________________________ (Street) ______________________________________________ (City/State/Zip Code)

Telephone No.: _________________________________

Design/Build No.

TRADEWINDS PARK NORTH EQUESTRIAN AND FARM SITE IMPROVEMENTS Design/Build RFP No. R1223107P1

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FORM "F" [not used]

Design/Build No.

TRADEWINDS PARK NORTH EQUESTRIAN AND FARM SITE IMPROVEMENTS Design/Build RFP No. R1223107P1

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FORM "G" PERFORMANCE AND PAYMENT GUARANTY FORM

UNCONDITIONAL LETTER OF CREDIT

Date of Issue ____________________________ Issuing Bank's No. ________________________ Beneficiary: Applicant: _____________________________ Broward County, through its Board of County Commissioners Amount: _____________________________ Governmental Center (in United States funds) 115 South Andrews Avenue Fort Lauderdale, Florida 33301 Expiry: ______________________________ (Date) Design-Build No. ______________________

We hereby authorize you to draw on ________________________________________________________________ (Bank, Issuer name)

at ____________________________________________________________________________________________

(Branch Address)

by order of and for the account of ____________________________________________________________________ (Selected Proposer, Applicant, Customer)

up to an aggregate amount, in United States Funds, of _________________________________ available by your draft

at sight, accompanied by:

(1) A signed statement from the County Administrator of Broward County, or the Administrator's authorized representative, that the drawing is due to default in performance of certain obligations on the part of

_________________________________________________________________________________ (Selected Proposer, Applicant, Customer)

agreed upon by and between Broward County and_________________________________________

(Contractor, Applicant, Customer) pursuant to Design-Build No. _____________________ for __________________________________

(Name of Project)

and Section 255.05, Florida Statutes.

Drafts must be drawn and negotiated not later than _______________________________________________ (Expiration Date)

Drafts must bear the clause: "Drawn under Letter of Credit No. _____________________________________

(Number)

of ______________________________________________________, dated __________________________. (Bank Name)

Design/Build No.

TRADEWINDS PARK NORTH EQUESTRIAN AND FARM SITE IMPROVEMENTS Design/Build RFP No. R1223107P1

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FORM "G" (CONTINUED) PERFORMANCE AND PAYMENT GUARANTY FORM

UNCONDITIONAL LETTER OF CREDIT

This Letter of Credit shall be renewed for successive periods of one (1) year each unless the Broward County Administrator is provided with written notice of our intent to terminate the credit herein extended, which notice must be provided at least thirty (30) days prior to the expiration date of the original term hereof or any renewed one (1) year term. Notification to Broward County that this Letter of Credit will expire prior to performance of DESIGN/BUILD FIRM's obligations will be deemed a default. This Letter of Credit sets forth in full the terms of our undertaking, and such undertaking shall not in any way be modified, amended, or amplified by reference to any documents, instrument, or agreement referred to herein or to which this Letter of Credit is referred or this Letter of Credit relates, and any such reference shall not be deemed to incorporate herein by reference any document, instrument, or agreement. We hereby agree with the drawers, endorsers, and bona fide holders of all drafts drawn under and in compliance with the terms of this credit that such drafts will be duly honored upon presentation to the drawee.

The execution of the Design-Build contract and the submission of the required Performance and Payment Guaranty and Insurance Certificate by the __________________________________________________________________________

(Selected Proposer, Applicant, Customer)

____________________________________________________ shall be released of obligations. This Credit is subject to the "Uniform Customs and Practice for Documentary Credits," International Chamber of Commerce (1984 revision), Publication No. 400 and to the provisions of Florida law. If a conflict between the Uniform Customs and Practice for Documentary Credits and Florida law should arise, Florida law shall prevail. If a conflict between the law of another state or county and Florida law should arise, Florida law shall prevail.

_____________________________________

(NAME OF ISSUING BANK)

_____________________________________ Authorized Signature

_____________________________________

Type Name

_____________________________________ Type Title

Design/Build No.

TRADEWINDS PARK NORTH EQUESTRIAN AND FARM SITE IMPROVEMENTS Design/Build RFP No. R1223107P1

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FORM "H" FORM OF CERTIFICATE AND AFFIDAVITS

FOR BONDS UNDER $500,000

TO: BOARD OF COUNTY COMMISSIONERS OF BROWARD COUNTY, FLORIDA

RE: DESIGN-BUILD NO. _______________________________________________________________

PROPOSER’S NAME ______________________________________________________________

ADDRESS _______________________________________________________________________

PHONE _________________________________________________________________________

AMOUNT OF BOND _______________________________________________________________

SURETY BOND __________________________________________________________________

COMPANY _______________________________________________________________________

NAME ___________________________________________________________________________

ADDRESS ________________________________________________________________________

PHONE __________________________________________________________________________

This is to certify that, in accordance with Chapter 85-104, Laws of Florida (HB1266), the insurer named above:

Holds a certificate of authority authorizing it to write surety bonds in Florida.

Has twice the minimum surplus and capital required by the Florida Insurance Code.

Holds a currently valid certificate of authority issued by the United States Department of Treasury under Section 9304 to 9308 of Title 31 of the United States Code.

_______________________ ___________________________________________________ Date Signed

Agent and Attorney-in-Fact

AFFIDAVIT STATE OF FLORIDA )

COUNTY OF BROWARD) SS

Before me this day personally appeared ________________, Chief Financial Officer of _____________, who, being duly sworn, executed the foregoing instrument and acknowledged to and before me the truthfulness and accuracy of

the statements in the foregoing instrument.

_________________________________________________________________________________ Signature of person making Affidavit

SWORN TO AND SUBSCRIBED before me this ________day of _______________________, 20__.

___________________________________________

Notary Public, State, State of Florida

My Commission Expires: ________________________

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FORM "J" CERTIFICATE OF INSURANCE

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FORM "K"

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FORM "L"

(NOT USED)

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FORM "M" (CONTINUED) SALARY COSTS

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FORM "N" ESTIMATED FIRM CONSTRUCTION COST

(NOT USED)

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FORM "O"

(NOT USED)

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FORM "P" PROJECT SCHEDULE

TRADEWINDS PARK NORTH EQUESTRIAN AND FARM SITE IMPROVEMENTS

Design/Build RFP No. R1223107P1

ACTIVITY TIME FOR COMPLETION (Calendar Days)

Phase I: Design Development

Phase II: Construction Documents Development

Phase III: Construction Phase

Phase IV: Warranty and Post Occupancy Services

From date of Final Completion

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FORM "Q"

(NOT USED)

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FORM "R"

(NOT USED)

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FORM "S" Prevailing Wage Rate

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FORM "T" Form 00922: STATEMENT OF COMPLIANCE

(PREVAILING WAGE RATE ORDINANCE NO. 83-72)

Contract No. No.

Project Title: «Project_Name» Project No.: «Project_Number» The undersigned FIRM hereby swears under penalty of perjury that, during the period covered by the application for payment to which this statement is attached, all mechanics, laborers, and apprentices, employed or working on the site of the Project, have been paid at wage rates, and that the wage rates of payments, contributions, or costs for fringe benefits have not been less than those required by Broward County Ordinance No. 83-72 and the applicable conditions of the Agreement.

Dated _____________, 20___, By_____________________________

DESIGN/BUILD FIRM

By_____________________________ (Signature)

By_____________________________

(Name and Title) STATE OF )

) SS. COUNTY OF )

The foregoing instrument was acknowledged before me this _____ day of _______________, 20__, by _____________________ who is personally known to me or who has produced ______________________ as identification and who did/did not take an oath.

WITNESS my hand and official seal, this ______ day of ___________, 20__.

(NOTARY SEAL) ___________________________________________ (Signature of person taking acknowledgment)

___________________________________________ (Name of officer taking acknowledgment) typed, printed or stamped

___________________________________________ (Title or rank)

___________________________________________ (Serial number, if any)

My commission expires

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FORM "U" FINAL CERTIFICATE OF PAYMENT

PROJECT: Consultant: (name, address)

BID/CONTRACT NUMBER: TO (County): DESIGN/BUILD FIRM:

CONTRACT FOR:

NOTICE TO PROCEED DATE: DATE OF ISSUANCE: All conditions or requirements of any permits or regulatory agencies have been satisfied. The documents required by Section 5.3.7 of the Agreement, and the final bill of materials, if required, have been received and accepted. The Work required by the Contract Documents has been reviewed and the undersigned certifies that the Work, including minor corrective work, has been completed in accor-dance with the provision of the Contract Documents and is accepted under the terms and conditions thereof. ______________________________ _________________________ ___________ DESIGN/BUILD FIRM BY DATE COUNTY, through the Contract Administrator, accepts the work as fully complete and will assume full possession thereof at (time) on

(date). BROWARD COUNTY BOARD _________________________ ______ OF COUNTY COMMISSIONERS By: Contract Administrator DATE

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FORM "V" FORM OF FINAL RECEIPT

[The following form will be used to show receipt of final payment for this Agreement.] FINAL RECEIPT FOR CONTRACT NO. ________________________

Received this ______ day of __________________________, 20__, from Broward County, the

sum of ___________________ Dollars ($____________) as full and final payment to DESIGN/BUILD

FIRM for all work and materials for the Project described as:

This sum includes full and final payment for all extra work and material and all incidentals.

DESIGN/BUILD FIRM hereby indemnifies and releases Broward County from all liens and claims whatsoever arising out of the Agreement and Project.

DESIGN/BUILD FIRM hereby certifies that all persons doing work upon or furnishing materials or supplies for the Project have been paid in full. In lieu of this certification regarding payment for work, materials and supplies, FIRM may submit a consent of surety to final payment in a form satisfactory to COUNTY.

DESIGN/BUILD FIRM further certifies that all taxes imposed by Chapter 212, Florida Statutes (Sales and Use Tax Act), as amended, have been paid and discharged. [If incorporated sign below.] DESIGN/BUILD FIRM ATTEST: _______________________________

(Name) __________________________

Secretary By_____________________________

Title (CORPORATE SEAL)

Date: ________________________

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FORM "V" (CONTINUED) FORM OF FINAL RECEIPT

[If not incorporated sign below.]

WITNESSES: _______________________________

(Firm Name) __________________________ Signature

By_____________________________ __________________________ Title____________________________ Signature

Date: ________________________

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FORM "W" 00924. CERTIFICATION OF PAYMENTS TO SUBCONTRACTORS

Bid/Contract No. ___________________

Project Title _______________________

_________________________________ The undersigned DESIGN/BUILD FIRM hereby swears under penalty of perjury that: 1. DESIGN/BUILD has paid all subcontractors all undisputed contract obligations

for labor, services, or materials provided on this project in accordance with Section 5.3.1 of this Agreement, except as provided in paragraph 2 below.

2. The following subcontractors have not been paid because of disputed contractual

obligations; a copy of the notification sent to each, explaining the good cause why payment has not been made, is attached to this form:

Subcontractor Date of disputed Amount in name and address invoice dispute _____ __ _ _____ __ _ _____ __ _ Dated _____________, 20___ _________________________________

DESIGN/BUILD FIRM

By_______________________________ (Signature)

By________________________________

(Name and Title)

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FORM "W" (Continued) 00924. CERTIFICATION OF PAYMENTS TO SUBCONTRACTORS

STATE OF )

) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this ________ day of __________________, 20__, by ______________________________________ who is personally known to me or who has produced ______________________ as identification and who did/did not take an oath. WITNESS my hand and official seal, this ______ day of ___________, 20__. (NOTARY SEAL)

_________________________________ (Signature of person taking acknowledgment) _________________________________ (Name of officer taking acknowledgment)

typed, printed or stamped

__________________________________ (Title or rank)

__________________________________

(Serial number, if any)

My commission expires:

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FORM "X" CERTIFICATE OF SUBSTANTIAL COMPLETION

PROJECT: Consultant: «Project_Name «Project_Address «Project_Address

BID/ CONTRACT NUMBER:

Project Number: FIRM DATE OF ISSUANCE:

NOTICE TO PROCEED DATE:

CONTRACT FOR:

SPECIFY BELOW THE PROJECT OR DESIGNATED PORTION OF THE PROJECT THAT IS SUBSTANTIALLY COMPLETED: The Work performed under this Agreement has been reviewed and found to be substantially complete and all documents required to be submitted by DESIGN/BUILD FIRM under the Contract Documents have been received and accepted. The Date of Substantial Completion of the Project, or portion thereof, designated above is hereby established as _____________________ [Insert Date] which is also the date of commencement of applicable warranties required by the Contract Documents, except as stated below. _____________________________________________________________________________ DEFINITION OF DATE OF SUBSTANTIAL COMPLETION

The Date of Substantial Completion of the Work or portion thereof designated by COUNTY is the date certified by Design Build Architect/Engineer when all conditions and requirements of permits and regulatory agencies have been satisfied and the Work is sufficiently complete in accordance with the Contract Documents, so the Project is available for beneficial occupancy by COUNTY. A Certificate of Occupancy (or a Temporary Certificate of Occupancy (TCO) or other alternate municipal/county authorization for limited or conditional occupancy acceptable to the Contract Administrator) must be issued for Substantial Completion to be achieved, however, the issuance of a Certificate of Occupancy or the date thereof are not to be determinative of the achievement or date of Substantial Completion.

_____________________________________________________________________________

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FORM "X" (CONTINUED) CERTIFICATE OF SUBSTANTIAL COMPLETION

A list of items to be completed or corrected, prepared by the County Project Manager is attached hereto. The failure to include any items on such list does not alter the responsibility of DESIGN/BUILD FIRM to complete all work in accordance with the Contract Documents. The date of commencement of warranties for items on the attached list will be the date of substantial completion unless otherwise agreed in writing. DESIGN/BUILD FIRM _________________________ ___________ BY DATE In accordance with Section 4.7 of the Agreement, DESIGN/BUILD FIRM will complete or correct the work on the list of items attached hereto within ___________________ from the above Date of Substantial Completion. COUNTY, through the Contract Administrator, accepts the Work or portion thereof designated by COUNTY as substantially complete and will assume full possession thereof at _____________ (time) on _____________ (date). BROWARD COUNTY BOARD __________________________ ______ OF COUNTY COMMISSIONERS By: Contract Administrator Date _______________________________________________________________________ The responsibilities of COUNTY and DESIGN/BUILD FIRM for security, maintenance, heat, utilities, damage to the work and insurance shall be as follows:

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FORM "Y" PROPOSAL TENDER FORM

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FORM "Y" (CONTINUED)

PROPOSAL TENDER FORM

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FORM "Z"

CERTIFICATION OF VENDORS PROVIDING BENEFITS FOR DOMESTIC PARTNERS

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FORM "Z-1" CHANGE ORDER STATEMENT