STANDARD DESIGN-BUILD CONTRACT

DOCUMENTS

FOR

AGREEMENT BETWEEN

THE BOARD OF COUNTY COMMISSIONERS OFESCAMBIA COUNTY, FLORIDA

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FORM C: DESIGN-BUltb"r-v.

(Revls^ Jijhe 2016)V

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STANDARD CONSTRUCTION CONTRACT DOCUMENTS

FORMC

TABLE OF CONTENTS

Agreement Declarations

Sec. 1

Sec. 2

Sec. 3

Sec. 4

Sec. 5

Sec. 6

Sec. 7

Sec. 8

Sec. 9

Sec. 10

Sec. 11

Sec. 12

Sec. 13

Sec. 14

Contract Documents

Scope of Work

Contract Amount

Design-Build Firm Fees

Bonds 4

Contract Time and Liquidated Darnages

Exhibits Incorporated

Notices

Modification

Successors and Assigns

Governing Law

NqVyqiyer

Entira?^gf^ii^ent

Severability

4.

12

12

13

13

13

13

14

14

Exhibits PAGE

Exhibit M General Terms and Conditions 15

1. intent of Contract Documents 15

2. investigation and Utilities 16

3. Progress Payments 16

4. Payments Withheld 18

5. Final Payment^ '*-••• • /

18

6. Submittais and Substitutions 18

7. Daily Reports, As-Buiits and Meetings ,% 20

8.

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Contract Time and Time Extensions ;|2l

9. Changes in the Work 22

10. Claims and Disputes < ^ ' 23

11. other Work 24

12. indemnification, and Insuraiice ' i ~ & 25

13. Compliance with Law/s 27

14. Cleanup and Protections 27

15. Assignment 28

,:16P * Permits; licensesjand Taxes 28

17...

TerminationTor Default

Tefmiiiatio^ foiiSonvenienceand Rightiof Suipension

28

18."-30

Exhibits PAGE

19. Completion 30

20. Warranty 31

21. Tests and Inspections 32

22. Defective Work 32

23. Supervision and Superintendents 34

24. Protection of Work r S 34

25. Emergencies ' 34' y

26. Use of Premises 35

27. Safety ! . 35

28. Project Meetings * 36

Exhibit B/Performance and Payment Bond 37

Performance Bond 37

Payment Bond x vr 40

Exhibit C/lnsurance and Safety 44

Exhibit D/Release;and Affidavit 52

54

Exhibit F/Ghange Order 55

Exhibit G - Owner Direct Purchases- FORM OF0205

Exhibit H - Contract Definitions

Exhibit I - Design Criteria Package

Exhibit J - Schedule of Project Fees

Exhibit K - Approved Schematic Designs/Approved DevelopmentDocuments.

Exhibit L - Approved GMP Drawings and Specifications

Exhibit M - Pre-Construction Fee Proposal

Exhibit N- Design Build Firm Project Personnel Roster ;

Exhibit O- Project Schedule „

Exhibit P - GMP Amount Detail fs

Exhibit Q - Information Package . ;,, ^ .

Exhibit R - If Required

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AGREEMENT

THE BOARD OF COUNTY COMMISSIONERS OF ESCAMBIA COUNTY, FLORIDA,("County") a subdivision of the State of Florida with administrative offices at 221 South PalafoxPlace, Pensacola, Florida 32502, hereby contracts with("Design-Build Firm"), a corporation for profit with an address ofand Federal Tax Identification Number of , to perform all work ("Work") inconnection with , P.D. ("Project"), as said Work is set forthin the Plans and Specifications furnished by the Design-Build Firm and other ContractDocuments hereafter specified.

SECTION 1. CONTRACT DOCUMENTS. . if

A. The Contract Documents consist of this Agre^^t, tb^^Amendments andExhibits described in Section 7 hereof. Change Orders, Work Diretlfyej^Kinges, Field Orders,and the solicitation documents, including addenda relating thereto. All of the foregoing ContractDocuments are incorporated by reference and made ra .part of thisii^jeemenL|[all of saiddocuments. Including this Agreement, sometirnes^ being^ieferred to herep;;,as|fp&'"ContractDocuments" and sometimes as the "Agreement")!-.A-copy ofHhe Contract D^dcuments shall bemaintained by Design-Build Firm at the Prgjlpt site at all times during th? performance of theWork. S: • ,

B. In case of any inconsi?tehc){^or cdnflicLamong the prwfeions of the Agreementand any other terms and conditions ofany Ifpcumetif^^pmprising the Contract Documents, theprovisions of the Agreement shall contra; Gdncernlng;(the Contract Documents, the order ofprecedence shall be as fpllpws; 1) the^^reeifilent, inoluding Amendments and Exhibits; 2)Change Orders; 3) WorkCiii§%iye Chang% 4)'Fiejd Ordbrs; 5) the Solicitation Documents,including addenda. The Cd%a^-pppum represent the entire and integratedagreement between the parties|hdretdl^^S!^ negotiations, representations, oragreements, eithei^tten ororal^l?^

C. Cour^shiii|urnish to the^Design-Build Firm up to three (3) sets of the ContractDocumentSifor execution of the^yVork. 'A|(d,itional copies of the Contract Documents shall befurnish&d|!^dpbn request at the cost ofreproduction.

SECTIQN 2. SCORE OF WORK.

A. Generally, Ddsign-Build Firm will provide all planning, design, andarchitectural/engineering services required for the proper design and for all other servicesnecessary for the constnJrtion of the Project.

B. Design-Build Firm's Responsibility with respect to Design.

1) In fulfilling its obligations under this Section, Design-Build Firm shall employArchitects and Engineers of the appropriate specialties for proper preparation of the Projectdrawings and specifications, including structural, mechanical, electrical, soils (excepting existingenvironmental contamination and based upon soil boring reports furnished to Design-Build Firmby County), civil and such other specialties as are reasonably required. All such professionalservices shall be performed by appropriately State of Florida licensed personnel. Design-BuildFirm takes responsibility for the proper performance of such architectural and engineeringservices.

2) The Design-Build Firm shall prepare and the County shall approve a Pre-Construction Phase schedule as follows:

(a) PHASE I - SCHEMATIC DESIGN PHASE

Based upon the County's Project requirements, Is, set forth in the Design CriteriaPackage prepared by the County Architect, and:setforth in Exhibit I, Schematic Design Studieswill be prepared by the Design-Build Firm. <"fhese Schematics^^i^^^^ for the,p^urpose of assistingthe County in determining the feasibility of the Project. ;

(b) PHASE 2 - DESIGN DEVELOPMENT

Upon approval of Schematic Des1||n#ahd authbrization from the County to proceed, theDesign-Build Firm shall prepare Design beyeloFiment documents to fix the size and character ofthe Project as to structural, mechanical andlgjectneal systems materials, and other appropriateessential items in the Project. These Development Dbpuments shall be the basis for the designand construction of the Projec|lAp^ Documents shall be incorporated inExhibit K.

(c) PHASE :j'̂ ^ORKING SIaWINGS AND SPECIFICATIONS

fjf^m approvedlResigrl^^ Documents, the Design-Build Firm will prepareworkingtbrawings and Spbcijfieations Sifting forth in detail the requirements for the constructionof the Project, and tiased updn codes, laws, or regulations which have been enacted at the timeoftheir preparatlorT; :' jf:?;

3) The Design^Build Firm and the County will work closely together to monitor thedesign in accordance vyitft prior approvals so as to ensure that the Project can be constructedwithin the amount as defined in Section 3. As these working Drawings and Specifications arebeing completed, the Design-Build Firm will keep the County advised of the effects of anyCounty requested changes on the Contract Time Schedule and/or the Guaranteed MaximumPrice ("GMP"). Construction of the Project shall be in accordance with these Drawings andSpecifications as approved by the County and incorporated in the exhibits. The Drawings andSpecifications shall remain the property of the County and may be used bythe County on this orother projects without the written consent of the Design-Build Firm.

4) After the completion of any Pre-Constructlon Phase as set forth above inSubsection 2. B., paragraphs 2) (a), (b), and (c), if the Project is no ionger feasible for anyreason from the standpoint of the County, the County may terminate this Agreement and paythe Design-Buiid Firm pursuant to Section 3 "Contract Amount".

C. Responsibilities of Design-Buiid Firm With Respect to Construction.

1) The Design-Build Firm will provide all construction supervision, inspection, labor,materials, tools, construction equipment, and subcontracted items of every kind and typenecessary for the timely execution and full completion of the Project in a good workmanlikemanner required by the Contract. .

2) The Design-Build Firm wiil pay aii saies, use, 'grpss receipts and similar taxesrelated to the Work provided by the Design-Build Firm, which ha%>beenjf|ally enacted at thetime of execution of this Agreement and for which the Design-Build" Flrm^Miible.

3} The Design-Build Firm will prepare and'submit for the.C^ounty's^a|proval anestimated progress schedule for the Project. Jhjs schedule shall indic'at|||h,^]|ates for thestarting and completion of the various stagesaf|^|bnstru^i6n. It shall be rii^p^ as requiredby the conditions of the Work and by thpsd'conditions and Oyents, which "are beyond theDesign-Build Firm's control. (Exhibit O) . ,

4) The Design-Build Firrri shaH keep -such Tull and detailed accounts as may benecessary for proper financial mana^ejihint^ undet^t^ Agreement. The system shall besatisfactory to the County, which shalPSe 'Ittprded alOess to aii of the Design-Build Firm'srecords, books, correspondence, instructions, '0!cawings,'%j^^ vouchers, memoranda, andsimilar data relating to this^i|(pement. Thd Gtesi^Build Firm'shaii preserve all such records fora period of three (3) years after thO final payment O^lgnger where required by law. All suchrecords shall be subject to pubjio; disclosure'Chapter 119, Florida Statutes, the FloridaPublic Records Law.; .Failure to disclpse such dbcuments shall result in the termination of thisAgreement by the Gpiinhf; t. "

D. Royalties and Patents.

The Desi|ii:^lcJ Firm-ihall pay all royalties and license fees for materials,methods,-and systems ilpprporated in the Work, it shall defend aii suits or claims forinfringemehtipf|in)i^tent^^ and shall save the County harmless from loss on accountthereof except%hen design process or product is specified by the County. In suchcase the Design-Build Film shall be responsible for such loss only if it has reason to believe thatthe design, process, or product so specified is an infringement of a patent, and fails to give suchinformation promptly^tp'tHe County.

E. Warranties and Completion.

in addition to the warranty set forth in Section 20, General Conditions;

1) The Design-Build Firm will secure required certificates of inspection, testing, orapproval and deliver them to the County.

2) The Design-Buiid Firm will collect all written warranties and equipment manualsand deliver them to the County.

3) The Design-Build Firm, with the assistance of the County's maintenancepersonnel, will direct the commissioning of utilities and the operations of the Project's systemsand equipment, and will assist in their initial start-up and testing.

SECTION 3. CONTRACT AMOUNT.

In consideration of the faithful performance by Design-Build Firm of the covenants in thisAgreement to the full satisfaction and acceptance of County, County agrees to pay, or cause tobe paid, to Design-Build Firm in accordance with the terms of this Agreement the followingGuaranteed Maximum Price (GMP) amount for the Project (herein '!G6ntract Amount"):

SECTION 4. DESIGN-BUILD FIRM FEES % . >

A. Pre-Construction Phases Fee. For the^pqrformance 6§t|iie design services setforth herein and for profit and overhead related to these%ivices, a total fi^^ $ --gfe shallbe paid to the Design-Build Firm. The Pre-con^mction Pl^se Fee for the |i^|^?hall be paidin monthly payments of $ ©acfi- payment sll$ll become duethirty (30) days following the issuance by thfefCounty'dtt^ NStice To Proceed with the designservices for the Project and monthly thereafter-based dqi^he proje(rt.,sdt^Ule and approval byCounty ofdeliverables as set forth in Exhibit M5 (Design Fee proposal)'and Exhibit J. (Scheduleof Project Fees)

The Design-Build Firm's design personnel to be assigned during the Pre-ConstructionPhases ofthe Work and the|rsduties, responsibilities, and feg;schedule, and the duration of theirassignments are shown oh; Exhibit N, Wll.ich isfincorpbrisited by reference herein. Suchpersonnel shall not be replacbdtwthdut the pfior written ofthe County which shall notunreasonably withhold such consent

B. Cohslmtkion Phase Fee. Prior to commencement of the Construction Phase ofthe Project, the County will direct the Design-Build Firm in writing to proceed with thatConstruction Phase. ?The Design-Build Firm's compensation for services performed during theConstrucfiotr Phase shajj^e a^l^e pf $_ (However, the County retains the right toreview the need and effedtjybhfess ofany employee or employees assigned by the Design-BuildFirm, should the County qlibistion the need for the employee oremployees). The ConstructionPhase FeCsl^t^llsaid in monthly payments of$ each and onefinal monthly paymentof$ ' at the bbnclubibn of the Project. The first monthly payment shall become duethirty (30) days following -the issuance of the Construction Phase Notice to Proceed by theCounty and the final niqhthly payment shall be paid only when construction of the Project isfinally completed andjpqbupancy ofis accepted by theCounty. If construction is authorized onlyfor a part of the Project the fee paid shall be proportionate to the amount of work authorized bythe County. The construction phase fee shall be negotiated based on the Design and thenegotiated fee and supporting documentation shall be incorporated in Exhibit J (Schedule ofProject Fees)

Design-Build Firm's Exclusive Remedy: In the event the construction Substantial orFinal Completion date is extended, regardless ofwhether delay is caused by any act or neglectof the County, or is attributable to the County, the Design-Build Finn's sole and exclusiveremedy is an extension of the construction completion date.

C. Overhead And Profit For the Construction Phase. For overhead, profit, andgeneral expenses of any kind for services provided during and related to the ConstructionPhase of the Project, the fee shall be $ , and shall be paid proportionally tothe ratio of the cost of the Work in place, and less retainage as it bears on the latest estimate ofthe total construction cost or to the GMP or to the County's Construction Budget, whichever isless. The balance of the fee shall be paid when construction of the Project is finally completedand occupancy of the Project accepted by the County as provided in this Agreement. Ifconstruction is authorized only for a part of a phase of the Project, the fee paid shall beproportionate to the amount of Work authorized by the County. The Overhead and Profit for theConstruction Phase shall be negotiated based on the design and set forth in Exhibit J (Scheduleof Project Fees). ;-i

SECTION 5. BONDS

A. Design-Build Firm shall provide Performance and Payirjdhf B in the formprescribed in Exhibit B, in the amount of one hundredsgercent (100%);Of the Contract Amount,the costs of which to be paid by Design-Build Firm. Theflfrformance and|Payment^Bgnds shallbe underwritten by a surety authorized to do gusjness mthe State of Flpriga^ap'otherwiseacceptable to County; provided; however, the^pbi|̂ |iall be rated as "A-" (exBplient) or betterand Class "V" or higher rating as to financ^pze cat^ory and the amo^t r^uired shall notexceed two percent (2%) of the reported p%5jf holdeii^surplus all aafji®ported in the mostcurrent Best Key Rating Guide, published by A:KfliiBest Company, Inc. of 75 Fulton Street, NewYork, New York 10038. WP'fy:,

B. If the surety for any bond|fuml|hed by i%sjgn-Build Firm is declared bankrupt,becomes insolvent, its right.tp do businesses femiipated intthe State of Florida, or It ceases tomeet the requirements imppi^ bY the COhfract TDpcumentpthe Design-Build Firm shall, withinfive (5) calendar days therisaftefr ^spbstitute^^ and surety, both of which shall besubject to the County's approval fi Failure^^^^ Desigff-Build Firm to maintain its bonds in fullforce and effect atfalj,times, including| the V&aniJnty period, shall be grounds for termination ofthis Contract. . ' ' is ,

C.,,a. Per §2%05, Design-Build Firm shall be required to executeand reci^^tfie Performa^e artpPay^nt bonds. The bonds must state the name and principalbusindsfaddress ofbotB!^the|jPrlnclpal^d the Surety and a description ofthe Project sufficientto identi|(Jt. (The filing cdstl are ten dollars ($10.00) for the first page and eight dollars and fiftycents ($8.50)Tor each remaining page).

SECTION 6. CONTRACT TIME AND LIQUIDATED DAMAGES

A. Time is;of the essence in the performance of the Work under this Agreement.Design-Build Firm shall commence the Work within ten (10) calendar days from theCommencement Date, established in each Phase's Notice to Proceed. No Work shall beperformed at the Project site prior to such Commencement Dates. Design-Build Firm shallprovide forty-eight (48) hours notice prior to beginning the Work. The Work shall be substantiallycompleted within ( ) calendardays from the Commencement Date. The Work shall befully completed and deemed ready by the County for final completion within ( )calendar days from the Substantial Completion Date. The Contract Time shall be the timeperiod from the Commencement Date to the date offinal completion totaling ( ) calendardays (herein "Contract Time").

B. County and Design-Build Firm recognize that, since time is of the essence forthis Agreement, the County will suffer financial loss if the Work is not substantially completedwithin the time specified. Should Design-Build Firm fail to substantially complete the Work withinthe time period noted above. County shall be entitled to assess, as liquidated damages, but notas a penalty, $ for each calendar day thereafter until Substantial Completion is achieved.The Project shall be deemed to be substantially completed by the County on the date that theCounty's Architect certifies in writing that the construction of the Project, or specified partthereof, is sufficiently completed in accordance with the Contract Documents, so that the Projector specified part can be utilized for the purposes for which it is intended. Along with suchcertification, the Architect shall compile a "punch list" of any renriajnlng exceptions that do notadversely affect the use of the Project. Completion of these items will be required prior to finalpayment as provided herein.

C. Design-Build Firm hereby expressly waives and reliirjqul^^ any right which itmay have to seek to characterize the above noted liquiidated damages as a penalty, which theparties agree represents a fair and reasonable estimatilcrf the County'e Actual da0iges at thetime of contracting if Design-Build Firm fails to substantially complete the'\Voi^;i^^^^^^with the progress schedule. ( }'

D. When any period of time is referenced tcHt^ days hi^in, |̂l^hall be computed toexclude the first day and include the lasjt day b^such pgnod. If the la^dby of any such periodfalls on a Saturday or Sunday or on ij^y madeia||§|ial holiday by the law of the applicablejurisdiction, such day shall be omittedT^ihe corripu|ation, and the last day shall become thenext succeeding day which is not a Satiif|ay,^%upday bf|egal holiday.

SECTION 7. EXHills INCORPdRATEik

The following documehfeV:are express be incorporated by reference andmade a part of this^greement. ^

Exhibit A: 'SGeifferalTerms arid^ConditionsEji^hibit B: %Jrm ofPerformancq and Payment BondsJjd^bit C: lit^urancejRb%irements

I Exhibit D: Fol'iTiipf Release iihd Affidavit'(Exhibit E: Forrrj^of Application for PaymentExhibit Fi ". Forrri-of-Change OrderExhiWt G: Owner Direct Purchases- FORM OF0205 (if applicable)Exhibit H: Contract DefinitionsExhibit I: DeSigh Criteria PackageExhibit J: ; ;?^Hedule of Project FeesExhibit K: Approved schematic Designs/Development DocumentsExhibit L: Approved GMP Construction

Drawings and SpecificationsExhibit M: Pre-Construction Fee proposalExhibit N: Design-Build Firm Project Personnel RosterExhibit O: Project ScheduleExhibit P: GMP Amount DetailExhibit 0: Information PackageExhibit R; If Required

SECTION 8. NOTICES

A. All notices required or made pursuant to this Agreement by the Deslgn-Buiid Firmto the County shall be in writing and delivered by hand or by United States Postal ServiceDepartment, first class mail, postage pre-paid, return receipt requested, addressed to thefollowing:

Attention:

B. All notices required or made pursuant to this Agreement b%County to Design-Build Firm shall be made in writing and shall be delivered by haiid^r bf united States PostalService Department, first class mail, postage pre-paidji> return receipt requested, addressed tothe following: 3?.

Attention:

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0. Either party may change fis abpye noted jaddress by giving written notice to theother party in accordance with Jthe requirerifients 6f;this SeiSi^.

SECTIONS. MobiFICATION,

No modifipatipn or change toJhei^lfeetnent shall be valid or binding upon the partiesunless in writing andiexicuted by the prty or palies intended to be bound by it.

SECTION,10. SUCCESSORS3AND ASSIGNS

Subject to other proyj^hs hereof, the Agreement shall be binding upon and shall inureto the benefit of the succesisprs and assigns of the parties to the Agreement.

SECTION 1i: GOVERNING iw

The Agreement sHali be interpreted under and its performance governed by the laws ofthe State of Florida;,and'the Parties stipulate venue for matters relating to the subject of thisAgreement shall be in the County of Escambia.

SECTION 12. NO WAIVER

The failure of the County to enforce at any time or for any period of time any one or moreof the provisions of the Agreement shall not be construed to be and shall not be a waiver of anysuch provision or provisions or of its right thereafter to enforce each and every such provision.

SECTION 13. ENTIRE AGREEMENT

Each of the Parties hereto agrees and represents that the Agreement comprises the fuiiand entire agreement between the parties affecting the Work contemplated, and no otheragreement or understanding of any nature concerning the same has been entered into or will berecognized, and that ail negotiations, acts, work performed, or payments made prior to theexecution hereof shall be deemed merged in, integrated and superseded by the Agreement.

SECTION 14. SEVERABILITY

Should any provision of the Agreement be determined by a|court to be unenforceable,such a determination shall not affect the validity or enforceability oif any other section or partthereof.

SECTION 15. PUBLIC RECORDS.

The Contractor acknowledaes that this Agreement and anv related financial records,audits, reports, plans correspondence, and other docurftehts mav be subject tc^'di^closure tomembers of the public pursuant to Chapter 11-9MPidfida Statutes. ContractoifsWail maintain allsuch public records and, upon request, provide a cdb^of theiifieauested .recces or allow therecords to be inspected within a reasonabi^tlme. Confractor shalllalso^enitire that anv publicrecords that are exempt or exempt andvconfiddffiial fromadisclosure^reSl^ disclosed except asauthorized bv law. Upon the exDiratldmor-termihationybf the Aareerrifeht. Contractor agrees tomaintain all oublic records for a minimum-beriod of five (5) fiscal years in accordance with theaoolicable records retention schedules established bv the Florida Deoartment of State. In theevent the Contractor fails to abide bv the pfbwsions of Chapter 119. Florida Statutes, theCounty mav. without oreiudice to anv other iiaht or remedy and after giving the Contractor andsurety, if anv. seven davs Wiitten notice, diiriria which period the Contractor still fails to allowaccess to such documents, tetfhinate^the contract. In -such case, the Contractor shall not beentitled to receiveiahv. further oavrhent. Riasorfable terminal expenses incurred bv the Countymav be deducted Trom anv pavmefits Jeft o^iihq?the Contractor fexciuding monies owed theContractor for subcdhtractbf^work).

IF THE CONTRaSfOR HAS QuIsTIONS REGARDING THEAPPifCATION OF^HAPTEFt1l9. FLORIDA STATUTES. TO THECONTI^GTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATINGTO THIS CONTRACT. CONTACT THE CUSTODIAN OF PUBLICRECORDS AT:

EscambiafebuntvOffice of the County Administrator

221 Palafox Place. Suite 420

Pensacola. Florida 32502

(850^ 595-4947

IN WITNESS WHEREOF, the parties hereto have made and executed this Agreementon the respective dates under each signature: Escambia County, Florida through its Board ofCounty Commissioners, signing by its County Administrator, duly authorized to execute thisAgreement, and signing by and through its President, dulyauthorized to execute same.

WITNESS:

WITNESS:

ATTEST: Corporate Secretary

By:Secretary

ICORPORATE SEAL]

ESCAMBIA COUNTY, FLORIDA, a politicalsubdivision of the State of Florida acting by andthrough its duly authorized Board of CountyCommissioners,

By:.County Administrator

Date:

BCC Approved fDATE^

DESIGN-BUILD FIRM:

By:.(Name)

its: President-.

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Approved as to form and legalsufficiency i

By/Ttle:Date: J

EXHIBIT "A"

GENERAL TERMS AND CONDITIONS

1. INTENT OF CONTRACT DOCUMENTS

1.1. It is the intent of the Contract Documents to describe a functionally completeproject (or portion thereof) to be constructed In accordance with the Contract Documents. Anywork, materials or equipment that may reasonably be inferred from the Contract Documents asbeing required to produce the Intended result shall be supplied whether or not specifically calledfor. When words which have a well known technical or trade meaning are used to describework, materials or equipment, such words shall be Interpreted In accbrdance with that meaning.Reference to standard specifications, manuals or codes of any technical society, organization orassociation or to the laws or regulations of any governmental authority haying jurisdiction overthe Project, whether such reference be specific or by implication, shljl irifea^^ the latest standardspecification, manual, code, law or regulation In affect at the time the ^ore Is performed, exceptas may be otherwise specifically stated herein. .

1.2. If during the performance of |jipw%k^^ Firm discovers a conflict,error or discrepancy In the Contract Docui|iehts, Design-Build'f!lrm imrnepately shall reportsame to the County In writing and before prbcpEidlng wlth^the Work|a^ct(^hereby shall obtaina written Interpretation or clarification from the Design-Build Firm's Archjt6ct/Englneer. Deslgn-Bulld Firm shall take field measurementsr and verily jfielpconditions arid'shall carefully comparesuch field measurements and condltlonparidjother Information known to Deslgn-Bulld Firm withthe Contract Documents before commeriCinglljniy portlbri rof the Work.

1.3. Drawings arpirit|nded tosh% generaLarrangements, design and extent of Workand are not Intended to seiVpb?^f^F^4r®^9?- Sbi^ificatlons are separated Into divisions forconvenience of reference oniy?anpshplj|tp|te Inteipreted as establishing divisions for theWork, trades, sub'dbntracts, or eii^ent ofaP^ppH of the Work. In the event of a discrepancybetween or amon^fthe drawings, spe|ijFii^atlons^fibther Contract Document provisions, Deslgn-Bulld Firm shall bel^qMiPdalp com|>i|iwlth the provision which is the more restrictive orstringent Tequlremerit|upon tfi(p;Qeslgn^Buijd Firm, as determined by Its Architect/Engineer.Unlessfpberwise specifically: menfe all anchors, bolts, screws, fittings, fillers, hardware,accessories, trim and other<parts required In connection with any portion of the Work to make acomplbte,, serviceable, finished and first quality Installation shall be furnished and Installed aspart of the Vyprki whether ornot called for by the Contract Documents.

2. INVESTIGATION AND UTILITIES

2.1 Design-Build Firm shall have the sole responsibility of satisfying itself concerningthe nature and location of the Work and the general and local conditions, and particularly, butwithout limitation, with respect to the following: those affecting transportation, access, disposal,handling and storage of materials; availability and quality of labor; water and electric power;availability and condition of roads; work area; living facilities; climatic conditions and seasons;physical conditions at the work-site and the Project area as a whole; topography and groundsurface conditions; nature and quality of the surface materials to be encountered; equipmentand facilities needed preliminary to and during performance of the Work; and all other costsassociated with such performance. The failure of Design-Build Firfhlto acquaint itselfwith anyapplicable conditions shall not relieve Design-Build Firm fromt ahy of its responsibilities toperform under the Contract Documents, nor shall it be considered the basis for any claim foradditional time or compensation. •

2.2. Design-Build Firm shall locate all existing, roadways, t'allways, drainage facilitiesand utility services above, upon, or under the Project^te, said roadways, railways^ drainagefacilities and utilities being referred to in this Section 2 as tn% "Utilities". D^jgnrEuiid Firm shallcontact the owners of all Utilities to deterpiine.' tHe necessity for relocating|6r temporarilyinterrupting any Utilities during the construction ofthe Rrpject. Design-Build Firm shall scheduleand coordinate its Work around any such reiocation or l^jfnporary |ervicq|inte Design-Build Firm shall be responsible for properly shbfing, supporting and prbiecting all Utilities at alltimes during the course of the Work.

3. PROGRESS PAYMENT^ pdllrCGNStRUGTIGN PHASE

3.1. Prior to submitting, first'Applicatipn for Payment, Design-Build Firm shallsubmit to County, for its review^ahd -approva^^ scfibdule of values based upon the ContractPrice, listing the major elements|pf thegyVork and the^dbllar value for each element. After itsapproval by the Cifunty, this sche%le of Values^shall be used as the basis for the Design-BuildFirm's Application |̂dNPi^nient. TT^gschedule^hall be updated and submitted along with acompleted and nota%ed copy,.of the Application for Payment form attached to the Agreementas Exhibit,!.,

:3;2. Prior to subnnjffifng itsilM Monthly Application for Payment, Design-Build Firmshall sObniit to County a icomplete list of all its proposed subcontractors and materialmen,showing the: work:and materials involved and the dollar amount of each proposed subcontractand purchase brdert^ TO for Payment shall be submitted no earlier than thirty(30) days after Commencemeht Date of construction.

3.3. If paym'ept Is requested on the basis ofmaterials and equipment not incorporatedinto the Project, but delivered and suitably stored at the site or at another location agreed to bythe County in writing, the Application for Payment shall also be accompanied by a bill of sale,invoice or other documentation warranting that upon payment by County, the County shallreceive the materials and equipment free and clear of all liens, charges, security interests andencumbrances, together with evidence that the materials and equipment are covered byappropriate property insurance and other arrangements to protect County's interest therein, allof which shall be subject to the County's prior written approval.

3.4. Design-Build Firm shall submit three (3) copies of each of its Applications forPayment to the County on or before the 25th day of each month for work performed during the

previous month. Invoices received after the 25th day of each month shaii be considered forpayment as part of the next month's application. Within ten (10) calendar days after receipt ofeach Application for Payment, the County shall either: (1) indicate approval of the requestedpayment; (2) indicate approval of only a portion of the requested payment, stating in writing thereasons therefore; or (3) return the Application for Payment to the Design-Build Firm indicating,in writing, the reason for refusing to approve payment. In the event of a total or partial denial ofthe Application for Payment, the Design-Build Firm may make the necessary corrections andresubmit the Application for Payment for reconsideration within ten (10) calendar days ofreceiving notice of refusal.

If re-submittal of the Application for Payment is refused, i^sWhole or in part, the Design-Build Firm may submit a written request to the County Admi||is(rator for an administrativedecision within two (2) business days of receiving notice of refMsal. Upon receiving a timelyrequest, an administrative decision shall be rendered within ten (10) calendar days with writtennotification provided to the Design-Build Firm.

If the administrative decision is disputed, the Design-Build Firm rnay submit;, a writtenrequest to the County Administrator for an administrative'heacing before tHe-DispCfe ResolutionCommittee (DRC) within two (2) business days of receiving%id decision. Ahearing shaii bescheduled within ten (10) business days frqrmjhe datdtthe reqOeStJs recei^^d, and the Design-Build Firm will receive written notice of the^Be^ing datier The Dl^ majri^thin its discretion,render a final decision at the hearing pr^may el^j.to ma1l;a written •djictsioh within a period notto exceed ten (10) calendar days frorri the hearing|̂ ai|;^ The DRC's%ritten decision shall beconsidered administratively final. -

The County shall, within twentyS(20)"businese^^^id^ after County approval of anApplication for Payment, -pay^^ F|rm the amounts so approved. Provided,however, in no event shaii tH^i^ur%jbe obligated tCivf^y an amount greater than that portion ofthe Application for Payment apii%fe(3^by1he,C|̂ "^

3.6. Exdbjp^iv applicatibi^c for payment for work performed pursuant toSection 2.A. of the %gribmej|t, relating|to the Design Phase, County shall retain tenpercent ^10^) of th^gross'am|tH:rt of monthly payment request or ten percent(10%) elth^portion the^f appo^^^by tBe County for payment, whichever is less, upto fifty percent (50%) cbff|ple|bii. Thirlafter, if on schedule, the County shall retain fivepercent ;;(5%) of the grbslfamount of each payment request. Such sum shaii beaccumulal^ er^^ to Design-Build Firm until final payment is due. Anyinterim interest dh sucWsum^^^^^^ accrue to County.

Due to circumstahides beyond the Contractor's control and at the County's solediscretion, a percentage of the amount retained from the gross amount of each monthlypayment may be reduced prior to final completion of the Project and said percentagereleased to the Contractor upon receiving a certificate of substantial completion andapproval from the Architect/Engineer. Release of any portion or percentage of sumsretained prior to final completion of the Project shall in no way imply approval oracceptance of Contractor's work.

3.6. Monthly payments to Design-Build Firm shall in no way imply approval oracceptance of Design-Build Firm's work.

3.7. Each Application for Payment shaii be accompanied by Release and Affidavit, in

the form attached as Exhibit D, showing that all materials, labor, equipment and other billsassociated with that portion of the Work payment is being requested or have been paid in full.The County shall not be required to make payment until and unless these affidavits arefurnished by Design-Build Firm.

4. PAYMENTS WITHHELD

4.1. The County may decline to approve any Application for Payment, or portionsthereof, because of subsequently discovered evidence or subsequent inspections. The Countymay nullify the whole or any part of any approval for payment previously issued and County maywithhold any payments otherwise due Design-Build Firm underJi«s Agreement or any otheragreement between County and Design-Build Firm, to such e)dent as may be necessary in theCounty's opinion to protect it from loss because of: (a) defective Work not remedied; (b) thirdparty claims filed or reasonable evidence indicating probable fiiirig^of suchfblaims; (c) failure ofDesign-Build Firm to make payment properly to subcontractors^qrVifoFlabor, materials orequipment; (d) reasonable doubt that the Work can be;cpmpleted for t|§anpaid balance of theContract Amount; (e) reasonable indication that theiWork wili not b%bpmpletedjwithin theContract Time; (f) unsatisfactory prosecution of the Work by the Design-Build Fh^; or (g) anyother material breach of the Contract Documeht^^^^^^^^ are nof remedied orremoved, County may, after three (3) day€|̂ itten irib^ rbi^i^ the s^e at Design-BuildFirm's expense. County also may offset against any sums due beslgn-Buij&iT^irm the amount ofany liquidated or un-liquidated obligations of beSign-Bui!||R to Cbuntyf whether relating to orarising out of this Agreement or any agreerribht^^i/i^ Design-Build Firm and County.

5. FINAL PAYMENT ^ .

5.1. County shall make final payrnent to Design-Build Firm within thirty (30) calendardays after the Work is finaliy ihspected and adapted Bj;County in accordance with Section 19.1herein provided. /

5.2. Desigp-Build Firm's ac^ptance bf^nal payment shaii constitute a full waiver ofany and all claims by besign-^ against County arising out of this Agreement orotherwise relating to the Prqerti>sxcept Ihose previously made in writing and identified byDesignrBulicf'Firm as unsettled at the time of the final Application for Payment. Neither theaccep^ce of the Work^iwi^payment'by County shall be deemed to be a waiver of County'sright tolenforce any obligaphs of Design-Build Firm hereunder or to the recovery of damagesfor defective Work ndt'discovered by the County at the time of final inspection.

6. SUBMITTALS InD SUBSTITUTIONS

6.1. Design--Build Firm shall carefully examine the Contract Documents for allrequirements for approval of materials to be submitted such as shop drawings, data, testresults, schedules and samples. Design-Build Firm shall submit all such materials at its ownexpense and in such form as required by the Contract Documents in sufficient time to preventany delay in the delivery of such materials and the installation thereof.

6.2. Whenever materials or equipment are specified or described in the ContractDocuments by using the name of a proprietary item or the name of a particular supplier, thenaming of the item is intended to establish the type, function and quality required. Unless thename is followed by words indicating that no substitution is permitted, materials or equipment ofother suppliers may be accepted by County ifsufficient information is submitted by Design-BuildFirm to allow the County to determine that the material or equipment proposed is equivalent orequal to that named. Requests for review of substitute items of material and equipment will notbe accepted by County from anyone other than Design-Build Firm and all such requests mustbe submitted by Design-Build Firm to County within thirty (30) calendar days after Notice ofAward is received by Design-Build Firm.

6.3. If Design-Build Firm wishes to furnish or use a suBstitute item of material orequipment, Design-Build Firm shall make application to the^County for acceptance thereof,certifying that the proposed substitute shall perform adequateiy'|he fundions and achieve theresults called for by the general design, be similar and of equal suBstan^^to that specified andbe suited to the same use as that specified. The application shall sfit|fi|iat the evaluation andacceptance of the proposed substitute will not prejudife>Design-Build"|im's achieyement ofsubstantial completion on time, whether or not a^ptance|qtf^he substituij^fj|pin the Workwill require a change in any of the Contract D^m||t| (oFinl^^ provisionsTo^ny other directcontract with County for the Project) to adap^lde^^fp thei^i^Rosed sutjstii^te and whetheror not incorporation or use by the substitute infconnectidnw the^\^rkJ&^bject to payment ofany license fee or royalty. Ail variations of thel|irpposed;Substituti|̂ ^^^ specified will beidentified in the application and available i^ainterianppv^i^pair and replacement service shall beindicated. The application also shall contain,an itehii?ed estimate of all costs that will resultdirectly or indirectly from acceptance ofsUch %Ubstitute?t^ costs for redesign and claimsof other Design-Build Firms^affected by tBitfesulihg chari^ei ail of which shall be considered bythe County in evaluating thejproposed subSfftute.^^ '̂T^^ may require Design-Build Firm tofurnish atDesign-Build Firm'ssexpeiise/additipnai data||ibout the proposed substitute.

6.4. If a?specific means,%rtethod,4Bc sequence or procedure of construction isindicated in or required; by the Contract Documents, Design-Build Firm may furnish or utilize asubstitute means, rhethod;; seq^^ or procedure of construction acceptable to theCounty, iTDesign-Bund;Firrrr^bi|ii^ su^ipnt information to allow the County to determine thatthe suB^jtiirte proposedlis ei^ui|ijetft^tp that indicated or required by the Contract Documents.The procedures for sub^islidn to and' review by the County shall be the same as thoseprovided/herein for substitiitCniaterials and equipment.

6.5.^^ TO sBdll be allowed a reasonable time within which to evaluate eachproposed substitute. The County shall be the sole judge of acceptability, and no substitutewillbe ordered, installed or utilized without the County's prior written acceptance which shall beevidenced by eithetaS^hange Order or an approved Shop Drawing. The County may requireDesign-Build Firm to fUrnish at Design-Build Firm's expense a special performance guarantee orother surety with respect to any substitute.

7. DAILY REPORTS, AS-BUILTS AND MEETINGS

7.1. Unless waived In writing by County, during the Construction Phase, Design-BuildFirm shall complete and submit to the County on a weekly basis a daily log of the Design-BuildFirm's work for the preceding week in a format approved by the County. The daily log shalldocument all activities of Design-Build Firm at the Project site including, but not limited to, thefollowing:

7.1.1. Weather conditions showing the high and low temperatures during workhours, the amount of precipitation received on the Project site, and anyother weather conditions which adversely affe^the Work;

7.1.2. Soil conditions which adversely affect the;^rk;

7.1.3. The hours of operation by Design-Build Firm's and subcontractor'spersonnel;

7.1.4. The number ofDesign-Build fjrm's ahd subcontractoi's p^^ presentand working atthe Project site|by subcp^ and tradef^?'

7.1.5. All equipment presenf%the Project site, %scr|̂ ^^^^^ equipment useand designation of time e^ipment was usecif(s0cifically indicating anydowntime); , . '

7.1.6. Description of Work beliig?perfoiWildat the Project site;

7.1.7. Any unusual or special occum|nc at the Project site;

7.1.8. Materials recei^ii^tl^ l^ and

7.l';9l^^list of all visitor? to the Pri^ect site.

The daily, log shall 1%, con^tltiiiite: qor take^the place of any notice required to be given byDesignrBuilS Firm to County pureuant to the Contract Documents.

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7.2. Design-Build Firm shall maintain in a safe place at the Project site one recordcopy of the Contract Documents, as well as ail shop drawings and other Design-Build Firmsubmittals and all written interpretations and clarifications issued by the County, in good orderand annotated to show all changes made during construction. The annotated drawings shall becontinuously updated by the Design-Build Firm throughout the prosecution of the Work toaccurately reflect all field changes that are made to adapt the Work to field conditions, changesresulting from Change Orders, Work Directive Changes and Field Orders, and all concealed andburied installations of piping, conduit and utility services. All buried and concealed items, bothinside and outside the Project site, shall be accurately located on the annotated drawings as todepth and in relationship to not less than two (2) permanent features (e.g. interior or exteriorwall faces). The annotated drawings shall be clean anr^^jjrchanges, corrections anddimensions shall be given in a neat and legible manner in a ippfitrasting color. The "As-Built"record documents, together with all approved samples and a c6unterpar^o| all approved shopdrawings shall be available to County for reference. Upon comple{jon^Tthe Work, and as acondition precedent to Design-Build Firm's entitlemenfio final paymentpthese "As-Built" recorddocuments, samples and shop drawings shall be deli\/6red to County by, Design-Build Firm forCounty.

7.3. Design-Build Firm shall keep^lail rec6Ms|and supporti^^ documentation whichconcern or relate to the Work hereunder fbr^ a mininru^ of five (5) ye^ from the date oftermination of this Agreement or the date the Project isJfmpleted, WhIbjiSver is later. County,orany duly authorized agents or reprep^ntatives bf CpCihfjf, shall have the right to audit, inspectand copy all such records and documentation as often as they deem necessary during theperiod of this Agreement and during thejivb;(5) year piripd noted above; provided, however,such activity shall be conducleb only during normalbusine^hours.

8. CONTRAcffTIME EXTEN^QNS8.1. Deslgin-Build Firrh |bhall diligently pursue the completion of the Work and

coordinate the WorJ^h^ig done oh the Projectjby its Architect/Engineer, subcontractors andmaterialmen, as wellos'̂ cSordira^ its^VVprk with all work of others at the Project Site, so thatits Work orthe work bflpthers shblf hot bl^^layed or impaired by any act or omission of Design-Build Firih besign-BuilbiPirm;bhail|te responsible for all construction means, methods,techniques, sequences^and^jirocedu^ as well as coordination of all portions of the Workunder the Contract DocumeHts.

8.2. Should Design-Build Firm be obstructed or delayed in the prosecution of orcompletion of the Work as\a result of unforeseeable causes beyond the control of Design-BuildFirm, and not due to its\fault or neglect, including but not restricted to acts of God or of thepublic enemy, acts; pf"|ibvernment, fires, floods, epidemics, quarantine regulations, strikes orlockouts, Design-Build Firm shall notify the County in writing within forty-eight (48) hours afterthe commencement of such delay, stating the cause or causes thereof, or be deemed to havewaived any right which Design-Build Firm may have had to request a time extension.

8.3. No interruption, Interference. Inefficiency, suspension or delay in thecommencement or progress of the Work from any cause whatever, including those for whichCounty may be responsible, in whole or in part, shall relieve Design-Build Firm of its duty toperform or give rise to any right to damages or additional compensation from County. Deslgn-Bulld Firm expressly acknowledges and agrees that It shall receive no damages for delay.Design-Build Firm's sole remedy. If any, against County will be the right to seek an extension tothe Contract Time; provided, however, the granting of any such time extension shall not be acondition precedent to the aforementioned "No Damage For Delay" provision. This paragraphshall expressly apply to claims for early completion, as well as to claims based on latecompletion.

9. CHANGES IN THE WORK '

9.1. County shall have the right at any time during ;the progress of the Work toincrease or decrease the Work. Promptly after being notified of a ch Design-Build Firmshall submit an Itemized estimate of any cost or time Inprbases or savitjgsjt foresees as a resultof the change. Except In an emergency endangeringiif||̂ r property, o>i||jS^ exprejjly set forthherein, no addition or changes to the Work shall M piade jsxcept upon w'ritt||j, |̂Tder'of County,and County shall not be liable to the Deslgn-Bdp-Fltm for ar%increased contpp^tion withoutsuch written order. No officer, employee orjpgint of Gbunty is authorized to. direct any extra orchanged work orally. ;k

9.2. A Change Order, In theTohT^ attacfiecffli^ Exhibit F to this Agreement, shall beIssued and executed promptly after anlbgreeiTient ts^Wiached between Deslgn-Bulld Firm andCounty concerning the requested changps. Design-BUlId Firm shall promptly perform changesauthorized by duly executed .Phange Ordere. "The Coritf^ Amount shall be adjusted in theChange Order In the manner as Gqunty an(i|Design|Bulld Finm shall mutually agree.

9.3. If County and Deslgn-Bulid FIrm ,are unaBle to agree on a Change Order for therequested changeflDeslgn-Bulld |̂irrn shallj; nevertheless, promptly perform the change asdirected by Count^iriP'written Wobibirective Change. In that event, the Contract Amount andContract Time shall tfe adjusted as directed by County. If Design-Build Firm disagrees with theCounty's adjustment deterrnihatiqn. peslgii^ Firm must make a claim pursuant to Section10 of these General Conditions or else be'deemed to have waived any claim on this matter Itmight btllerwlse have had. -

9.4. In Itieleyent^ change results In an Increase to the Contract Amount,as to design the amountpf thpincrease shall be based upon the standard hourly billing rates,according to classiflcaticp of the Design-Build Firm's Architect/Engineer plus expenses to becharged at actual cost. As.'to the construction, the amount of the Increase shall be limited to theDeslgn-Bulld Flrm'p€rfasonable direct labor and material costs and reasonable actualequipment costs as a result of the change (including allowance for labor burden costs) plus amaximum ten percent (10%) markupfor all overhead and profit. In the event such change WorkIs performed by a Subcontractor, a maximum ten percent (10%) markup for all overhead andprofit for all Subcontractors' and sub-subcontractors' direct labor and material costs and actualequipment costs shall be permitted, with a maximum five percent (5%) markup thereon by theDeslgn-Bulld Firm for all of Its overhead and profit, for a total maximum markup of fifteenpercent (15%). All compensation due Deslgn-Bulld Firm and any Subcontractor or sub-subcontractor for field and home office overhead is included in the markups noted above.

9.5. County shall have the right to conduct an audit of Deslgn-Bulld Firm's books and

records to verify the accuracy of the Design-Build Firm's claim with respect to Design-BuildFirm's costs associated with any Change Order.

9.6. The County shall have authority to order minor changes in the Work not involvingan adjustment to the Contract Amount and not inconsistent with the intent of the ContractDocuments. Such changes may be affected by Field Order or by other written order. Suchchanges shall be binding on the Design-Build Firm.

10. CLAIMS AND DISPUTES

10.1. A Claim is a demand or assertion by one of the parties seeking an adjustment orinterpretation of the terms of the Contract Documents, payment of money, extension of time orother relief with respect to the terms of the Contract Documents. The term "Claim" also includesother disputes and matters in question between County and Deisign-Build Rrm arising out of orrelating to the Contract Documents. The responsibility to substantiate a Clafm shall rest with theparty making the Claim.

ik .(#•10.2. Claims by the Design-Build Firm sjhall be made in writing't( |̂|»||p>unty within

forty-eight (48) hours after the first day of the^eyenilgwing rise to such Claim diejise the Design-Build Firm shall be deemed to have waived the criim. Written supporting data shall besubmitted to the County within fifteen (15j"-c|ilpndar d|ys after the,^OTO||p"ence of the event,unless the County grants additional tirne in writing, ojlelse the i3|eign-Build Firm shall bedeemed to have waived the Claim. All claims shalfbe |̂jifced in accordance with the provisionsofSubsection 9.4. * ' ^

10.3. The Design-Build Firm shall proceed diligently with its performance as directedby the County, regardlese of any pending iCIaim^^^^ or administrative proceeding,unless otherwise agreed to by tfie C^p^^ in Writing. County shall continue to make payments inaccordance with the Contract bocuments during the pendency of any Claim.

11. OTHER^ORK k w

11.1. Countyjmay perfd^m^pthef Wpr^ related to the Project at the site by County's ownforces, have other wori<fjperfpn^ed;fiy|̂ ^^^ or let other direct contracts. If the fact thatsuch coffer work is to beljiehfeime^ Is hdt noted in the Contract Documents, notice thereof willbe givdhlto Design-Build Rfrh. If Design-Build Firm believes that such performance will involveadditioridl^(^pjgr |̂̂ Desigh|B Firm or require additional time, Design-Build Firm shall sendwritten notide ofWaffd^ within forty-eight (48) hours of being notified of the otherwork. If the Design-Build Firm fails to send the above required forty-eight (48) hour notice, theDesign-Build Firm will be deemed to havewaived any rights it otherwise may have had to seekan extension to the Contract Time or adjustment to the Contract Amount.

11.2. Design-Build Firm shall afford each utility owner and other Design-Build Firm (orCounty, If County is performing the additional work with County's employees) proper and safeaccess to the site and a reasonable opportunity for the introduction and storage of materials andequipment and the execution of such work and shall properly connect and coordinate its Workwith theirs. Design-Build Firm shall do all cutting, fitting and patching of the Work that may berequired to make its several parts come together properly and integrate with such other work.Design-Build Firm shall not endanger any work of others by cutting, excavating or otherwisealtering theirwork and will only cut or alter theirwork with the written consent of the County andthe others whose work will be affected.

11.3. If any part of Design-Build Finn's Work depends for proper execution or resultsupon the work of any other Design-Build Firm or utility owner (or County), Design-Build Firmshall inspect and promptly report to County in writing any delays, defects or deficiencies in suchwork that render it unavailable or unsuitable for such proper execution and results. Design-Build Firm's failure to report will constitute an acceptance of the other work as fit and proper forintegration with Design-Build Firm's Work.

12. INDEMNIFICATION AND INSURANCE

12.1. Design-Build Firm shall pay on behalf of orindemnify:^d hold harmless theCounty and its, agents, officers and employees from all liabilitiesi;rdaimages, losses, and costs,including attorneys' and paralegal fees, incurred by County to the extent caused by thenegligence, recklessness, or intentional wrongful misconduct of besign-Bu|jd;Firm or by anyperson, firm or corporation (including but not limited to the ArchitectfEhglnWr) to whom anyportion oftheWork issubcontracted by Design-Build Firm orresultin^frprp the use by Design-Build Firm, or by any one for whom Design-Build Firm feOegally liable, ofany matenjfe tools,machinery or other property of County. Design-Build Firrh'̂ ^igation as pr^i^ed lierein shallbe limited to its proportionate share of liability to the extent claused bythe negligence,recklessness or Intentional wrongful misconduct of D^li|||-Buird:|irm or by agy person, firm orcorporation to whom any portion of the Work isisubcontralted by Desigr^j^iild Firm, andDesign-Build Firm shall not be required^pay dh;i3ehair |̂or indemnii^^® hold harmlessCounty where County's negligence, re;c|jfpness~6|inteptlbn^ wrongfuFmisconduct isdetermined by a court of competent jurisdfiifQn to balhasole cause of its liabilities, damages,losses and costs, including attorney's fe^ arif^alegiiiijfees.

County and Design-Build Firm agree one percent (IP/o) of the Contract Amount paid by Countyto Design-Build Firm shall be given as separate cohiideration for this indemnification, and anyother indemnification of County lay Design-Build Firm provided for within the ContractDocuments, thesufficiency of such separatb:-ty:)b^ being acknowledged by Design-BuildFirm by Design-Build Firm's acceptahce„and execution of theAgreement.

Design Build Firm agi^qs th#s|ch Jndehi|jjfication by Design Build Firm relating to any matterwhich IS the subject ofithis Agfeem¥htysh throughout the term of this Agreement andany applicable statutes of liipUations'thereafter. The Design-Build Firm's obligation shall not belimited •%, or in any way|tbj any insurance coverage or by any provision in or exclusion oromissionfrom ariy policy of iri^surance.

12.2. Design-Build Firm shall obtain and carry, at all times during its performanceunder the Contract Documents, insurance of the types and in the amounts set forth in Exhibit Cto the Agreement. All insiirance policies shall be from responsible companies duly authorized todo business in the Sfdte of Florida and/or responsible risk retention group insurance companiesor trusts which are registered with the State of Florida. Foreign or off-shore insurance carriersare not acceptable for work under this contract unless admitted to the State of Florida. Allcommercial insurance carriers providing the Design-Build Firm with required insurance shall berated with a minimum financial size category of VII according to the AM Best Rating Guide,latest edition. An A or better Best Rating is "preferred": however, other ratings if "Secure BestRatings" may be considered. Within ten (10) calendar days after f^otice of Award is received byDesign-Build Firm and prior to the commencement of work, Design-Build Firm shall provideCounty with properly executed Certificates of Insurance to evidence Design-Build Firm'scompliance with the insurance requirements of the Contract Documents. Said Certificates of

Insurance shall be on forms approved by County, such as "Acord Form 25". The Certificates ofInsurance shall be personally, manually signed by the authorized representatives of theinsurance company/companies shown on the Certificates of Insurance, with proof that they areauthorized representatives thereof. Certificates of Insurance shall be mailed to EscambiaCounty in care of: Purchasing Manager, Office of Purchasing, P.O. Box 1591, Pensacola,Florida 32597-1591. In addition, certified, true and exact copies of all insurance policies requiredhereunder shall be provided to County, on a timely basis, when requested by County.

12.3. The Certificates of Insurance and required insurance policies shall containprovisions that thirty (30) days prior written notice by registered or certified mail shall be givenCounty of any cancellation, intent not to renew, or reduction in the, pqjicies or coverages, exceptin the application of the aggregate limits provisions. In the event df i reduction in the aggregatelimit of any policy, Design-Build Firm shall immediately take steps to have the aggregate limitreinstated to the full extent permitted under such policy.

12.4. All insurance coverages of the Desi|n>Build Firm shall be primary to anyinsurance or self insurance program carried by the County applicablethis Bilgect. Theacceptance by County of any Certificate of Insurance does!|ipt constitute approval Sf'agreementby the County that the insurance requirementsihiveibeen siti^fied or that the insurance policyshown on the Certificate of Insurance is iri bprhpliance with th^ requirernents of the ContractDocuments. No work shall commence atf^the Project site dhlp^s .an|®'until the requiredCertificates of Insurance are received by the County. *

12.5. Design-Build Firm shalLjeguire each of its subcontractors to procure andmaintain, until the completion of the sUDcofifactor's wdjk, insurance of the types and to thelimits specified in Exhibit.-C, unless such insurance requirements for the subcontractor isexpressly waived in writinq b]|^6:^ 1|!l liaBiii|jf^insurance policies, other than professionalliability, worker's compensatidh;^hd|e^ploye^^ liability^policies, obtained by Design-Build Firmto meet the requirements of tl^ej.CohtraC^^ name Escambia County as anadditional insured|ind, shall cont^isevem% |̂Pf interest provisions. Escambia County shallalso be designated as'certificate ht^dlfewith th^ of P. O. Box 1591, Pensacola, Florida32597-1591. If any'i%urlfweptx)vided ||u^^ to the Contract Documents expires prior to thecompletion ofthe Work; ,renewal (Sertificilpa of Insurance and, if requested by County, certified,true copies of the renewal pollcies;|shall be furnished by Design-Build Firm within thirty (30)days f^r to the date of;ie)%iration. expiration of an insurance policy term during thecourse'rdf.work under thelbbntract, succeeding insurance policies shall be consecutive to theexpiring policy. ' ; \

12.6 All liability . policies shall be underwritten on the "occurrence" basis, unlessothen/vise approved in y^i^ing by the County Division of Risk Management. "Claims made"policies, if approvedjb^the Risk Manager, and subsequent insurance certificates shall provide a"retro-date" which shall include the effective date of the contract. "Claims-made" renewals orcarrier and policy replacements shall reflect the original "retro-date."

12.7. Should at any time the Design-Build Firm not maintain the insurance coveragesrequired herein, the County may terminate the Agreement or at its sole discretion shall beauthorized to purchase such coverages and charge the Design-Build Firm for such coveragespurchased. The County shall be under no obligation to purchase such insurance, nor shall it beresponsible for the coverages purchased or the insurance company or companies used. Thedecision of the County to purchase such insurance coverages shall in no way be construed tobe a waiver of any of its rights under the Contract Documents.

12.8 Design-Build Firm shall submit to County a copy of all accident reports arising outof any personal injuries or property damages arising or alleged to have arisen on account of anywork by Design-Build Firm or sub-Contractor under the contract documents.

12.9 Dutv to Provide Legal Defense. To the extent permitted by law, the Design-BuildFirm shaii pay for and provide a legai defense for County, which shali include attorneys' feesand costs, both of which will be done only if and when requested by County, for all liabilities,damages, losses, and costs as described in paragraph 12.1 above. Such payment on thebehalf of the County shall be in addition to any and ali other legal remedies available to theCounty and shall not be considered to be the County's exclusive remedy.

13. COMPLIANCE WITH LAWS

13.1 Design-Build Firm agrees to comply, at its own explhse||pth aii federal, stateand local laws, codes, statutes, ordinances, ruies, regulations and fi|yirements applicable tothe Project, including but not limited to those dealirigl^h taxation, ^Worker's coifipensation,equal employment and safety. If Design-Build Fi^m pbseryee that the Contact .Dpcuments areat variance therewith, it shall promptly notify C(^ifvi/|itT^ ^WHe above lawsshall include but is not limited to; (1) the Occupational^afety ahcl Health Apt, 29 CFR 1910 and1926, respectively. General Industry Standafds^and Coh^ructioh iiidustr^^S^^ includingregulations regarding Trenching and^Shoringf:|2) the Florida Workeii-'Co Law,Chapter 440, Florida Statutes; (3) Rijles: ,38F ahd:38l,; Florida Administrative Code; and (4)Florida Department of Transportation Manqa|.ef Traffic Control and Safe Practices. Failure toadhere to the requirements of the abofe 'h|med laws'and regulations regarding safety andtraffic control shall be grourids for an imf^ediafe work stoppage, either by County staff or theDesign-Build Firm, until theideficlency is corrected. ™

13.2 EMPLOYMENT'%l3til||̂ ^IFIC^¥lON (E-VERIFY): In accordance withState of Florida, Office of the Govempr, E)(e%q|fe Order 11-116 (superseding Executive Order11-02; Verification{^^ployment Stituc), in ffielevent performance of this Agreement is or willbe funded using state,orTidera^ fundSj^lie CONTRACTOR must comply with the EmploymentEligibility,^erification^t|rografm||ip/eri§1^ developed by the federal government toverify thdrellgibility ohindividuaii^^wprlc the United States and 48 CFR 52.222-54 (asamend^) is incorporatellhi^in by reliance. If applicable, in accordance with Subpart 22.18of the Federal Acpuisitioc Register, the CONTRACTOR must (1) enroll in the E-Verify Program,(2) use E-Verify.;td yerify the-employment eligibility of aii new hires working in the United States,except if the CONTstate or local government, the CONTRACTOR may choose toverify only new hires assigned to the Agreement; (3) use E-Verify to verify the employmenteligibility of all employees^ assigned to the Agreement; and (4) include these requirement incertain subcontractSi^^sqch as construction. Information on registration for and use of the E-Verify Program can'be obtained via the internet at the Department of Homeland Security Website: httD://www.dhs.aov/E-Verifv.

14. CLEANUP AND PROTECTIONS

14.1. Design-Build Firm agrees to keep the Project site clean at all times of debris,rubbish and waste materiais arising out of the Work. At the completion of the Work, Design-Build Firm shaii remove aii debris, rubbish and waste materials from and about the Project site,as weli as all tools, appliances, construction equipment and machinery and surface materials,and shall leave the Project site clean and ready for occupancy by County.

14.2. Any existing surface or subsurface improvements, including, but not limited to,pavements, curbs, sidewalks, pipes, utilities, footings, structures, trees and shrubbery, notindicated in the Contract Documents to be removed or altered, shall be protected by Design-Build Firm from damage during the prosecution of the Work. Any such improvements sodamaged shall be restored by Design-Build Firm to the condition equal to that existing at thetime of Design-Build Firm's commencement of the Work.

15. ASSIGNMENT

15.1. Design-Build Firm shall not assign this Agreement or any part thereof, without theprior consent in writing of County. If Design-Build Firm does,'with approval, assign thisAgreement or any part thereof, it shall require that its assignee; bound to it and to assumetoward Design-Build Firm all of the obligations and responsibilities that Design-Build Firm hasassumed toward County.

16. PERMITS, LICENSES AND TAXES ^

16.1. All permits and licenses necessary, for the'prosecution bf- the,<vypfl< shall beprocured and paid for by Design-Build Firm. AlJ-peri^^^ or fees, including buLnpt limited to, alllicense fees, permit fees, impact fees or inspei^on feeepayable Design^uild Firm to Countyhave been disclosed to Design-Build Firrn ih the bidding documents or other request forproposal at the time the Project was letifor bid^ iLDesigj^Build Firm^p^ms any Work withoutobtaining, or contrary to, such permits'or licensee, ;Des|in-B Firm shall bear all costs arisingtherefrom. Design-Build Firm shall pay alj governmentalcharges and inspection fees necessaryfor the prosecution of the Work.

16.2. Design-Build/Firm shall pay ell sales, consumer, use and other similar taxesassociated with the Work or portidh&^hereof, ySrhich areppplicable during the performance oftheWork.

17. TERMIN^jpNFO^DjEI^ULt"

17.1. DesignrBuild Flr^ishall bPconsidered in material default of the Agreement andsuch defauft'ehall be considerdi' ^W^ to terminate the Agreement, in whole or inpart, aejlurther set fbrtl |̂ijH^s%ectidn|̂ if Design-Build Firm: (1) fails to begin the Work underthe Cbptract Documents the time specified herein; or (2) fails to properly and timelyperform the Worthies .dire^bd by the County or as provided for in the approved ProgressSchedule;WtSfcbmmitsprrdreo omissions in the performance of the architectural/engineeringdesign or inspection seryicesr or (4) performs the Work unsuitably or neglects or refuses toremove materials or to^correct or replace such Work as may be rejected as unacceptable orunsuitable; or (5) disGbfiitihues the prosecution of the Work; or (6) fails to resume Work whichhas been suspended within a reasonable time after being notified to do so; or (7) becomesinsolvent or is declared bankrupt, or commits any act of bankruptcy; or (8) allows any finaljudgment to stand against it unsatisfied for more than ten (10) days; or (9) makes anassignment for the benefit of creditors; or (10) fails to obey any applicable codes, laws,ordinances, rules or regulations with respect to the Work; or (11) materially breaches any otherprovision of the Contract Documents.

17.2. County shall notify Deslgn-Bulld Firm in writing of Design-Build Firm's default(s).If County determines that Design-Build Firm has not remedied and cured the default(s) withinseven (7) calendar days following receipt by Design-Build Firm of said written notice, thenCounty, at its option, without releasing or waiving its rights and remedies against the Design-Build Firm's sureties and without prejudice to any other right or remedy it may be entitled tohereunder or by law, may terminate Design-Build Firm's right to proceed under the Agreement,in whole or in part, and take possession of all or any portion of the Work and any materials,tools, equipment, and appliances of Design-Build Firm, take assignments of any of Design-BuildFirm's subcontracts and purchase orders, and complete all or any portion of Design-Build Firm'sWork by whatever means, method or agency which County, in its sole discretion, may choose.

17.3. If County deems any of the foregoing remedies'^e'cessary, Design-Build Firmagrees that is shall not be entitled to receive any further paygpnts hereunder until after theProject is completed. All monies expended and all of the cosife^ssej |̂damages and extraexpenses, including all management, administrative and other ov^jaf^hd other direct andindirect expenses (including attorneys' fees) or damages incurred 6/ County incident to suchcompletion, shall be deducted from the Contract Amouht) and if such ekpendituresldxceed theunpaid balance of the Contract Amount, Design^^Jd Firm|agrees to pay pir^j^^'County ondemand the full amount of such excess, includii^?s|sts of 'cc|lqction, attorni|̂ fees (includingappeals) and interest thereon at the maximum legal rate of interest untihi^aid. If the unpaidbalance of the Contract Amount exceeds all such costs,^penditlit|| ar^dpa^ incurred bythe County to complete the Work, such excess shall be-paid to tll||D(i^lgn-Build Firm. Theamount to be paid to the Design-Build FIrrn or County.i as the case rhay be, and this obligationfor payment shall survive termination ofjihsAgreement.:.

17.4. The liability pfsPesign-Buif^Firrn"hereunder sjiall extend to and include the fullamount of any and all sum^i^paid, expenf^s and^losses Incurred, damages sustained, andobligations assumed by 1^ur^;;:|n.^ urider the belief that such payments orassumptions were necessary dt^required|%^m^ Work and providing labor, materials,equipment, suppliesV and other items therefdrfq^^ the Work, in settlement, discharge orcompromise of aiiy cialms, demands, suits, aiid^udgments pertaining to or arising out of theWork hereunder.

If, after n^ice of terrTTlnatiori^ Design-Build Firm's right to proceed pursuant tothis S^H'on, it Is determinkl|pFany riison that Deslgn-Bulld Firm was not In default, or that Itsdefaulfl^as excusable, or" |f|it County is not entitled to the remedies against Design-Build Firmprovidei^%reinpfien:jDesi^^ Firm's remedies against County shall be the same as andlimited to IfibW affo^rid^d Firm below under Subsection 18.1, Termination forConvenience. ?

17.6 If the Design-Build Firm refuses to allow public access to all documents, papers,letters, or other material subject to the provisions of Chapter 119, Florida Statutes, and made orreceived by the Design-Build Firm in conjunction with this Agreement then the County may,without prejudice to any right or remedy and after giving the Design-Build Firm and his surety, ifany, seven (7) days written notice, during which period Design-Build Firm still fails to allowaccess, terminate the employment of the Design-Build Firm and take possession of the site andof all materials, equipment, tools, construction equipment and machinery thereon, owned by theDesign-Build Firm, and may finish the project by whatever method it may deem expedient. Insuch case, the Design-Build Firm shall not be entitled to receive any further payment until theProject is finished. Reasonable terminal expenses incurred by the County may be deductedfrom any payments ieft owing the Design-Buiid Firm (excluding rnphjes owed the Design-BuildFirm for subcontract work). ; 4

18. TERMINATION FOR CONVENIENCE AND RIGHI^OF SU$|PNSION

18.1. County shall have the right to terminate this Agreem^p without cause uponseven (7) calendar days written notice to Design-Build Firrn,^ In the evenf3Ci|such terrnjnation forconvenience, Design-Build Firm's recovery against^pounly^hall be iimite(Pi^^ia|pltion of theContract Amount earned through the date oyepinition, tbg|ther with anyT'̂ aln'age withheidand reasonabie termination expenses incuitelf but Design-Btiifd. Firm shail not be entitled toany other or further recovery against Counlyij^inciuding, but not limited to, damages or anyanticipated profit on portions of the Wqric.not peifqifned. * -

18.2. County shall have the rigbt t6|sjjspenb any portions of theWork upon givingDesign-Build Firm two (2) calendar da^lpriS^yritterT hotice of such suspension. If all or anyportion of the Work is so suspended, Desigq-Bbiid Firm's sblp and exclusive remedy shall be toseek an extension of time tbjife; schedule m acco^ance with the procedures set forth in theContract Documents. In hb:ibv^h^shf'' thb^esighJ-Bjuild Firm be entitled to any additionalcompensation or damages. Proyideci^^^ if th#brdered suspension exceeds three (3)months, the Design-Buiid Firm shall have the>n*ght to terminate the Agreement with respect tothat portion ofthe Work .which is subject to the bfdered suspension.

COMPLETION• •••s

19.1. Upon receipt:of written ^notice that the Work is ready for final inspection andacceptance and upon receipt ofa final Application for Payment, the County shall promptly makesuch inspbction: and;- if it finds the work acceptable and fully performed under the ContractDocuments, shall promptly ibbue a final Certificate for Payment, stating that, on the basis ofobservations and inspedibns, the Work has been completed in accordance with the terms andconditions of the Contra^:Documents and that the entire balance found to be due the Design-Build Firm is due and^fpayable. The final payment shall not become due and payable untilDesign-Build Firm submits: (1) the Release and Affidavit in the form attached as Exhibit D, (2)consent of surety to final payment, (3) if required by County, other data estabiishing payment orsatisfaction of aii obligations, such as receipts, reieases and waivers of iiens, arising out of theContract Documents, to the extent and in such form as may be designated by County, and (4) apublished copy of the Notice of Completion as provided for insection 19.2. County reserves theright to inspect the Work and make an independentdetermination as to the Work's acceptabiiity.Unless and until the County is completely satisfied, the final payment shall not become due andpayable.

19.2 After the Work is ready for final inspection and acceptance by the County, a legaladvertisement must be published by the Design-Build Firm in a local newspaper of a generalcountywide circulation at least thirty (30) days before final payment shall be made. Example ofsuch publication is as follows;

Legal Notice of Completion

Notice Is hereby given that the undersigned Design-Build Firm has completedand has ready for acceptance by the Board of County Commissioners ofEscambia County, Florida, the following construction project:

(Project Name and Address)^" "

(Legal Name and Address - entity of the Design-Biiild firm)

Subcontractors, materialmen, and other persons having payment ci4!n|e£|i|ainstthe Design-Build Firm relating to tl^sfipfbject sfipuld govern tfiiynselvesaccordingly.

20. WARRANTY

20.1. Design-Build Firm shallljWai§|and assigrj to County all express warranties givento Design-Build Firm or any subcontractedB^any matidlj"®" supplying materials, equipmentor fixtures to be incorporated, into the Project. ''Pj|ign-Build warrants to County that anymaterials and equipment!jfdmished undeiyhe'̂ ^ntract Documents shall be new unlessotherwise specified, and that all Wdrk shallbe of1^^ quality, free from all defects and inconformance with the Contract Documents,,^1^^^ Firm further warrants to County thatall materials and ef(jiipment furnished, undet%e^eontract Documents shall be applied, installed,connected, erectedllysied,,cleaned and„^ in accordance with the instructions of theapplicable manufactUreri,' fabricators,^^ or processors except as otherwise provided forin the Contract Docufi^rits. Ifpi^ithin one (1) year after substantial completion and acceptance,any Wpff^is found to B^defectid b|fhot in conformance with the Contract Documents, Design-Build Firm shall correct it%pmptly affef-feceipt ofwritten notice from County. Design-Build Firmshall also^be responsible for and pay for replacement or repair of adjacent materials or Work,which mai|?be|daifpi| as a result of such replacement or repair. These warranties are inaddition to those iifiplibd, warranties to which County is entitled as a matter of law. ThePerformance Bond shall 'remain in full force and effect throughout the one (1) year WarrantyPeriod.

21. TESTS AND INSPECTIONS

21.1. County, its respective representatives, agents and employees, and anygovernmental agencies with jurisdiction over the Project shall have access at all times to theWork, whether the Work is being performed on or off of the Project site, for their observation,inspection and testing. Design-Build Firm shall provide proper, safe conditions for such access.Design-Build Firm shall provide County with timely notice of readiness of the Work for allrequired inspections, tests or approvals.

21.2. Ifthe Contract Documents or any codes, laws, ordinances, rules or regulations ofany public authority having jurisdiction over the Project requires any portion of the Work to bespecifically inspected, tested or approved, Design-Build Firm shall assume full responsibilitytherefore, pay all costs in connection therewith and furnish County the required certificates ofinspection, testing or approval. All inspections, tests or approvals shall be performed in amanner and by organizations acceptable to the County.

21.3. Ifany Work that is to be inspected, tested or approved is covered without writtenconcurrence from the County, such work must, if requested by County, be uncovered forobservation. Such uncovering shall be at Design-Build Firm's expense unless Design-BuildFirm has given County timely notice of Design-Build Firm's intentiSn to cover the same andCounty has not acted with reasonable promptness to responcyq|iijch notice. If any Work iscovered contrary to written directions from County, such Work^ihiJst, if requested by County, beuncovered for County's observation and be replaced at Design-Bdlld, Flrm's§^^ expense.

21.4. The County shall charge to Design |̂uild Firm ar |̂may deduct from anypayments due Design-Build Firm all engineering and irispiection expense^incurred inconnection with any overtime work. Such overtime wortc consisting of airjy^wo^during theconstruction period beyond the regular eight (8) hour dayi and for any woip onSaturday, Sunday or holidays.

21.5. Neither observations by the County nor inspections, t^tSef approvals by othersshall relieve Design-Build Firm fromt^D%ign-Build|(^^^ obligations4o perform the Work inaccordance with the Contract Documents. ,

22. DEFECTIVE,^pRK

22.1. Work not confhirnihg'tq t^ rbquirerheflts of the construction plans or ContractDocuments or work conforming; to thajconstri^^^ plans or contract documents containingerrors oromissioria^iricluding, blit^pt limiteidjtq|;design flaws shall bedeemed defective Work.If required by CourityMp,esign-Build;^^F^^ shalPas directed, either correct all defective Work,whether or not fabricatedFinstalled orCompleted, or, if the defective Work has been rejected byCounty, remove it from fhe site and replai^Jt with undefective Work. Design-Build Firm shallbear air direct, indirect %d consequential costs of such correction or removal (including, but notlimitecfstp fees and chai^esi^enginlere, architects, attorneys and other professionals) madeneces^lfy thereby, ^d sf^hold County harmless for same.

22.2. If the Couh|y considers it necessary or advisable that covered Work be observedby County or inspectedTor tested by others, Design-Build Firm, at County's request, shalluncover, expose or;ptharwise make available for observation, inspection or tests as County mayrequire, that portiori of the Work in question, furnishing all necessary labor, material andequipment. If it is found that such Work is defective, Design-Build Firm shall bear all direct,indirect and consequential costs of such uncovering, exposure, observation, inspection andtesting and of satisfactory reconstruction (including, but not limited to, fees and charges ofengineers, architects, attorneys and other professionals), and County shall be entitled to anappropriate decrease in the Contract Amount. If, however, such Work is not found to bedefective, Design-Build Firm shall be allowed an Increase in the Contract Amount and/or anextension of the Contract Time, directly attributable to such uncovering, exposure, observation,inspection, testing and reconstruction.

22.3. If any portion of the Work is defective, or Design-Build Firm faiis to suppiysufficient skilled workers with suitable materials or equipment, or faiis to finish or perform theWork in such a way that the completed Work will conform to the Contract Documents, Countymay order Design-Build Firm to stop the Work, or any portion thereof, until the cause for suchorder has been eliminated: however, this right of County to stop the Work shall not give rise toany duty on the part of County to exercise this right for the benefit of Design-Build Firm or anyother party.

22.4. Should the County determine, at its sole opinion, it is in the County's best interestto accept defective Work, the County may do so. Design-Build Firm shall bear ail direct, indirectand consequential costs attributable to the County's evaluation qt^^id determination to acceptdefective Work. If such determination is rendered prior to finalplyrrient, a Change Order shallbe executed evidencing such acceptance of such defective WptK. incorporating the necessaryrevisions in the Contract Documents and reflecting an appropriate decrease in the ContractAmount. Ifthe County accepts such defective Work after final payment,.Desi^ Firm shallpromptly pay County an appropriate amount to adequately cbrhjpensate County for itsacceptance of the defective Work.

22.5. If Design-Build Firm fails, withinlpreasonabie^^^^ after the notice fromCounty, to correct defective Work or to rempve^^and rapjlce rejected defective Work as requiredby County, or if Design-Build Firm fails to plrfprm the'̂ ork in acpprdah^^ with the ContractDocuments, or if Design-Build Firm fails to cbrtiply with 'any of thWpi'oyisions of the ContractDocuments, County may, after seven (7) days' wi itten notice to Design-Build Firm, correct andremedy any such deficiency. To theie;^en^^^ to complete corrective and remedialaction, County may exclude Design-Build^Firm from||any or ail of the Project site, takepossession of all or any part of the Woi |̂ an^^uspenclliDfsign Firm's services relatedthereto, take possessions bf^pesign-Build Firm's t^^^ appliances, construction equipment andmachinery at the Project site :%d incorporate^^^ the Wpfk a" materials and equipment stored atthe Project site or for which Codnty haslpaid^ Firm but which are stored elsewhere.Design-Build Firixilshall allow C6uiity,"Wn^jlfheir respective representatives, agents, andemployees such ac^si|tp,the Projebt^site as^m^y be necessary to enable County to exercisethe rights and remldjes W Subsection. Ail direct, indirect and consequential costs ofCounty in^e^rcising lUch rightb and ren^^ies shall be charged against Design-Build Firm, anda Change^ Order shafilbe issued,\incorpbrating the necessary revisions to the ContractDocurriihts, including aW^apfrbpriatP'tlebrease to the Contract Amount. Such direct, indirectand cbhbequential costs sbpll include, but not be limited to, fees and charges of engineers,architects^^attom^^and btfier professionals, all court and arbitration costs and all costs ofrepair and te'piSbemeW^^^^^ work or others destroyed or damaged by correction, removal orreplacement of Design-BUijd Firm's defective Work. Design-Build Firm shall not be allowed anextension of the Contrad^Time because of any delay in performance of the Work attributable tothe exercise by County of County's rights and remedies hereunder.

23. SUPERVISION AND SUPERINTENDENTS

23.1. Design-Build Firm shall supervise and direct the Work competently andefficiently, devoting such attention thereto and applying such skills and expertise as may benecessary to perform the Work in accordance with the Contract Documents. Design-Build Firmshall be responsible to see that the finished Work complies accurately with the ContractDocuments. Design-Build Firm shall keep on the Work at all times during its progress acompetent resident superintendent, who shall not be replaced without prior written notice toCounty except under extraordinary circumstances. The superintendent shall be Design-BuildFirm's representative at the Project site and shall have authority to act on behalf of Design-BuildFirm. All communications given to the superintendent shall be a!s|binding as if given to theDesign-Build Firm. County shall have the right to direct Design-Build Firm to remove andreplace its Project superintendent, with or without cause.

24. PROTECTION OF WORK

24.1. Design-Build Firm shall fully protect the \A(b|k from loss or d||nage ai^shall bearthe cost of any such loss or damage until final payjnent h^g^.been made. "^(^De^illp^Build Firm,or any one for whom Design-Build Firm is legaJjpialfeiJs r^spogsible for any^WsS^r damage tothe Work, or other work or materials offGpiunty 6r^punty's-..'separate.^esfgn-Build Firms,Design-Build Firm shall be charged with the^^ilnie, andl|ny monies nece^ary to replace suchloss or damage shall be deducted fromjaijy amdints due|Design-Build Firm.

24.2. Design-Build Firm shairnotload nor permit any part ofany structure to be loadedin any manner that will endanger the strudui^jnor sili!(|Design-Build Firm sutyect any part ofthe Work or adjacent property to stresses diprei^^s thalpll endanger it.

25. EMERGENCIES

25.1. In tlidveyent ofan epierge'nbyaaffecting the safety or protection ofpersons or theWork or property sitel-pr adjace^^ thereto, Design-Build Firm, without specialinstruction or authori|ation%p]m. County:^ to act to prevent threatened damage, injuryor loss. Qgsign-Build^^rm sHail|giye Cour^written notice within forty-eight (48) hours after theoccurredt^^of the emaiiencyjviflfespni^ulid Firm believes that any significant changes in theWork ibr' variations from the' Contractll^ocument have been caused thereby. If the Countydetermines that a change in the Contract Documents is required because of the action taken inresponse to an emergency, a' Change Order shall be issued to document the consequences ofthe changes or Variatrons,, IfiDesign-Build Firm fails to provide the forty-eight (48) hourwrittennotice noted above, the "Design-Build Firm shall be deemed to have waived any right itothenwise may have had|p seek an adjustment to the Contract Amount or an extension to theContract Time. . •

26. USE OF PREMISES

26.1. Design-Build Firm shall confine all construction equipment, the storage ofmaterials and equipment and the operations of workers to the Project site and land and areasidentified in and permitted by the Contract Documents and other lands and areas permitted bylaw, rights of way, permits and easements, and shall not unreasonably encumber the Projectsite with construction equipment or other material or equipment. Design-Build Firm shallassume full responsibility for any damage to any such land or area, or to the owner or occupantthereof, or any land or areas contiguous thereto, resulting from the performance of the Work.

27. SAFETY

27.1. The Deslgn-Bulld Firm shall be responsible"'for Initiating, maintaining andsupervising all safety precautions and programs in connection vintHfhe Work,. The Design-BuildFirm shall take all necessary precautions for the safety of, and shaHfpfbvlde the necessaryprotection to prevent damage, Injuryor loss to: § ^

•'•y.'z-, sv«:.v<.v.

27.1.1. All employees of the ^rk arid^t|ier persons and/<3>C^iganlzationswho may beaffect^: tHer^y; ,

27.1.2. All the Work and mlt^als and^qulpniei|t^ b^iiborporated therein,whether In storage oi¥%.pff thb|̂ roject slte;?e '̂

27.1.3. Other property on Projectlsjte or adjacent thereto. Including trees,shrubs, lawns walks pavern'ents, roadways, structures, utilities andany underground, structures br| improvements not designated forrembva!r;r®'ocation pr repjacemerit in the contract documents.

27.2. The Design-Build Firm ihail.cdrhply with all applicable codes, laws, ordinances,rules and regulatiqhs of any public body hayin^ ju^^ for the safety of persons or propertyorto protect them fr^jclamage, injuryjpr loss; The Deslgn-Bulld Firm shall erect and maintainall necessary safeguards-^ safe^ and protection. The Design-Build Firm shall notifyowners,pf ,adjacent property;ppd.,,of Uh|erground structures and Improvements and utilityownerepHin prosecu|ipn of the^^ affect them, and shall cooperate with them in theproteiiipn, removal, refd^tlpb br repllicement of their property. Design-Build Firm's duties andresponsibilities for the salfei^ and protection of the Work shall continue until such time as theWork iscbmpletedi^djfinajia ofsame by County has occurred.

27.3. The Desi^pBuild Firm shall designate a responsible representative atthe Projectsite whose duty shall be the prevention of accidents. This person shall be Deslgn-Bulld Firm'ssuperintendent unlespptlierwis designated In writing bythe Design-Build Firm to the County.

27.4. The Design-Build Firm shall adhere at all times to the minimum safety guidelinesfor construction and renovation projects as set out in Exhibit C of this Agreement.

28. PROJECT MEETINGS

Prior to the commencement of Work, the Design-Build Firm shall attend apreconstruction conference with the County to discuss the Progress Schedule, procedures forhandling shop drawings and other submittals, and for processing Applications for Payment, andto establish a working understanding among the parties as to the Work. During the prosecution

of the Work, the Design-Build Firm shall attend any and all meetings convened by the Countywith respect to the Project, when directed to do so by County. Design-Build Firm shall have itssubcontractors and suppliers attend all such meetings (including the preconstructionconference) as may be directed by the County.

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