STANDARD DESIGN-BUILD CONTRACT

DOCUMENTS

FOR

AGREEMENT BETWEEN
THE BOARD OF COUNTY COMMISSIONERS OF
ESCAMBIA COUNTY, FLORIDA

AND

______________________________

FORM C: DESIGN-BUILD

(Revised February 18, 2016)

 STANDARD CONSTRUCTION CONTRACT DOCUMENTS
FORM C

TABLE OF CONTENTS

Agreement Declarations PAGE

Sec. 1 Contract Documents 5

Sec. 2 Scope of Work 5

Sec. 3 Contract Amount 9

Sec. 4 Design-Build Firm Fees 9

Sec. 5 Bonds 10

Sec. 6 Contract Time and Liquidated Damages 11

Sec. 7 Exhibits Incorporated 12

Sec. 8 Notices 12

Sec. 9 Modification 13

Sec. 10 Successors and Assigns 13

Sec. 11 Governing Law 13

Sec. 12 No Waiver 13

Sec. 13 Entire Agreement 14

Sec. 14 Severability 14

2
Exhibits PAGE

Exhibit A/ 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. Submittals and Substitutions 18

7. Daily Reports, As-Builts and Meetings 20

8. Contract Time and Time Extensions 21

9. Changes in the Work 22

10. Claims and Disputes 23

11. Other Work 24

12. Indemnification and Insurance 25

13. Compliance with Laws 27

14. Cleanup and Protections 27

15. Assignment 28

16. Permits, Licenses and Taxes 28

17. Termination for Default 28

18. Termination for Convenience

and Right of Suspension 30

3
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 34

25. Emergencies 34

26. Use of Premises 35

27. Safety 35

28. Project Meetings 36

Exhibit B/Performance and Payment Bond 37

Performance Bond 37

Payment Bond 40

Exhibit C/Insurance and Safety 44

Exhibit D/Release and Affidavit 52

Exhibit E/Form of Contract Application for Payment 54

Exhibit F/Change Order 55

Exhibit G – Owner Direct Purchases- FORM OF0205 57

Exhibit H – Contract Definitions 61

Exhibit I – Design Criteria Package 66

Exhibit J – Schedule of Project Fees 67

Exhibit K – Approved Schematic Designs/Approved Development

Documents. 68

Exhibit L – Approved GMP Drawings and Specifications 69

Exhibit M – Pre-Construction Fee Proposal 70

Exhibit N- Design Build Firm Project Personnel Roster 71

4
Exhibit O- Project Schedule 72

Exhibit P – GMP Amount Detail 73

Exhibit Q – Information Package 74

Exhibit R – If Required 81
 AGREEMENT

THE BOARD OF COUNTY COMMISSIONERS OF ESCAMBIA COUNTY, FLORIDA,

("County") a subdivision of the State of Florida with administrative offices at 221 South Palafox
Place, Pensacola, Florida 32502, hereby contracts with ____________________________
("Design-Build Firm"), a_______ corporation for profit with an address of ________________ and
Federal Tax Identification Number of _____________, to perform all work ("Work") in connection
with _____________________, P.D. __-__.__ ("Project"), as said Work is set forth in the Plans
and Specifications furnished by the Design-Build Firm and other Contract Documents hereafter
specified.

SECTION 1. CONTRACT DOCUMENTS.

A. The Contract Documents consist of this Agreement, the Amendments and Exhibits
described in Section 7 hereof, Change Orders, Work Directive Changes, Field Orders, and the
solicitation documents, including addenda relating thereto. All of the foregoing Contract
Documents are incorporated by reference and made a part of this Agreement (all of said
documents, including this Agreement, sometimes being referred to herein as the "Contract
Documents" and sometimes as the "Agreement"). A copy of the Contract Documents shall be
maintained by Design-Build Firm at the Project site at all times during the performance of the
Work.

B. In case of any inconsistency or conflict among the provisions of the Agreement and
any other terms and conditions of any documents comprising the Contract Documents, the
provisions of the Agreement shall control. Concerning the Contract Documents, the order of
precedence shall be as follows: 1) the Agreement, including Amendments and Exhibits; 2)
Change Orders; 3) Work Directive Changes; 4) Field Orders; 5) the Solicitation Documents,
including addenda. The Contract Documents listed above represent the entire and integrated
agreement between the parties hereto, and supersede prior negotiations, representations, or
agreements, either written or oral.

C. County shall furnish to the Design-Build Firm up to three (3) sets of the Contract
Documents for execution of the Work. Additional copies of the Contract Documents shall be
furnished, upon request, at the cost of reproduction.

SECTION 2. SCOPE OF WORK.

A. Generally, Design-Build Firm will provide all planning, design, and

architectural/engineering services required for the proper design and for all other services
necessary for the construction 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 employ
Architects and Engineers of the appropriate specialties for proper preparation of the Project
drawings and specifications, including structural, mechanical, electrical, soils (excepting existing
environmental contamination and based upon soil boring reports furnished to Design-Build Firm
by County), civil and such other specialties as are reasonably required. All such professional
services shall be performed by appropriately State of Florida licensed personnel. Design-Build
Firm takes responsibility for the proper performance of such architectural and engineering
services.

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, as set forth in the Design Criteria
Package prepared by the County Architect, and set forth in Exhibit I, Schematic Design Studies
will be prepared by the Design-Build Firm. These Schematics are for the purpose of assisting the
County in determining the feasibility of the Project.

(b) PHASE 2 - DESIGN DEVELOPMENT

Upon approval of Schematic Designs and authorization from the County to proceed, the
Design-Build Firm shall prepare Design Development documents to fix the size and character of
the Project as to structural, mechanical and electrical systems, materials, and other appropriate
essential items in the Project. These Development Documents shall be the basis for the design
and construction of the Project. Approved Development Documents shall be incorporated in
Exhibit K.

(c) PHASE 3 - WORKING DRAWINGS AND SPECIFICATIONS

From approved Design Development Documents, the Design-Build Firm will prepare
working Drawings and Specifications setting forth in detail the requirements for the construction of
the Project, and based upon codes, laws, or regulations which have been enacted at the time of
their preparation.

3) The Design-Build Firm and the County will work closely together to monitor the
design in accordance with prior approvals so as to ensure that the Project can be constructed
within the amount as defined in Section 3. As these working Drawings and Specifications are
being completed, the Design-Build Firm will keep the County advised of the effects of any County
requested changes on the Contract Time Schedule and/or the Guaranteed Maximum Price
(“GMP”). Construction of the Project shall be in accordance with these Drawings and
Specifications as approved by the County and incorporated in the exhibits. The Drawings and
Specifications shall remain the property of the County and may be used by the County on this or
other projects without the written consent of the Design-Build Firm.
 4) After the completion of any Pre-Construction Phase as set forth above in
Subsection 2. B., paragraphs 2) (a), (b), and (c), if the Project is no longer feasible for any reason
from the standpoint of the County, the County may terminate this Agreement and pay the Design-
Build Firm pursuant to Section 3 “Contract Amount”.

C. Responsibilities of Design-Build 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 type
necessary for the timely execution and full completion of the Project in a good workmanlike
manner required by the Contract.

2) The Design-Build Firm will pay all sales, use, gross receipts and similar taxes
related to the Work provided by the Design-Build Firm, which have been legally enacted at the
time of execution of this Agreement and for which the Design-Build Firm is liable.

3) The Design-Build Firm will prepare and submit for the County's approval an
estimated progress schedule for the Project. This schedule shall indicate the dates for the
starting and completion of the various stages of the construction. It shall be revised as required
by the conditions of the Work and by those conditions and events, which are beyond the Design-
Build Firm's control. (Exhibit O)

4) The Design-Build Firm shall keep such full and detailed accounts as may be
necessary for proper financial management under this Agreement. The system shall be
satisfactory to the County, which shall be afforded access to all of the Design-Build Firm's
records, books, correspondence, instructions, drawings, receipts, vouchers, memoranda, and
similar data relating to this Agreement. The Design-Build Firm shall preserve all such records for
a period of three (3) years after the final payment or longer where required by law. All such
records shall be subject to public disclosure under Chapter 119, Florida Statutes, the Florida
Public Records Law. Failure to disclose such documents shall result in the termination of this
Agreement by the County.

D. Royalties and Patents.

1) The Design-Build Firm shall pay all royalties and license fees for materials,
methods, and systems incorporated in the Work. It shall defend all suits or claims for
infringement of any patent rights and shall save the County harmless from loss on account thereof
except when a particular design process or product is specified by the County. In such case the
Design-Build Firm shall be responsible for such loss only if it has reason to believe that the
design, process, or product so specified is an infringement of a patent, and fails to give such
information promptly to 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, or

approval and deliver them to the County.

2) The Design-Build Firm will collect all written warranties and equipment manuals
and deliver them to the County.
 3) The Design-Build Firm, with the assistance of the County's maintenance
personnel, will direct the commissioning of utilities and the operations of the Project’s systems
and 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 this

Agreement to the full satisfaction and acceptance of County, County agrees to pay, or cause to
be paid, to Design-Build Firm in accordance with the terms of this Agreement the following
Guaranteed Maximum Price (GMP) amount for the Project (herein "Contract Amount"): $
.

SECTION 4. DESIGN-BUILD FIRM FEES

A. Pre-Construction Phases Fee. For the performance of the design services set
forth herein and for profit and overhead related to these services, a total fee of $ shall
be paid to the Design-Build Firm. The Pre-construction Phase Fee for the Project shall be paid in
monthly payments of $ each. The first monthly payment shall become due
thirty (30) days following the issuance by the County of the Notice To Proceed with the design
services for the Project and monthly thereafter based on the project schedule and approval by
County of deliverables as set forth in Exhibit M. (Design Fee proposal) and Exhibit J. (Schedule of
Project Fees)

The Design-Build Firm's design personnel to be assigned during the Pre-Construction

Phases of the Work and their duties, responsibilities, and fee schedule, and the duration of their
assignments are shown on Exhibit N, which is incorporated by reference herein. Such personnel
shall not be replaced without the prior written consent of the County which shall not unreasonably
withhold such consent.

B. Construction Phase Fee. Prior to commencement of the Construction Phase of the

Project, the County will direct the Design-Build Firm in writing to proceed with that Construction
Phase. The Design-Build Firm's compensation for services performed during the Construction
Phase shall be a total fee of $ (However, the County retains the right to review the
need and effectiveness of any employee or employees assigned by the Design-Build Firm, should
the County question the need for the employee or employees). The Construction Phase Fee shall
be paid in monthly payments of $ each and one final monthly payment of $
at the conclusion of the Project. The first monthly payment shall become due thirty (30) days
following the issuance of the Construction Phase Notice to Proceed by the County and the final
monthly payment shall be paid only when construction of the Project is finally completed and
occupancy of is accepted by the County. If construction is authorized only for a part of the
Project, the fee paid shall be proportionate to the amount of work authorized by the County. The
construction phase fee shall be negotiated based on the Design and the negotiated fee and
supporting documentation shall be incorporated in Exhibit J (Schedule of Project Fees)

Design-Build Firm's Exclusive Remedy: In the event the construction Substantial or Final
Completion date is extended, regardless of whether delay is caused by any act or neglect of the
County, or is attributable to the County, the Design-Build Firm's sole and exclusive remedy is an
extension of the construction completion date.
 C. Overhead And Profit For the Construction Phase. For overhead, profit, and general
expenses of any kind for services provided during and related to the Construction Phase of the
Project, the fee shall be $ , and shall be paid proportionally to the ratio of the
cost of the Work in place, and less retainage as it bears on the latest estimate of the total
construction cost or to the GMP or to the County's Construction Budget, whichever is less. The
balance of the fee shall be paid when construction of the Project is finally completed and
occupancy of the Project accepted by the County as provided in this Agreement. If construction is
authorized only for a part of a phase of the Project, the fee paid shall be proportionate to the
amount of Work authorized by the County. The Overhead and Profit for the Construction Phase
shall be negotiated based on the design and set forth in Exhibit J (Schedule of Project Fees).

SECTION 5. BONDS

A. Design-Build Firm shall provide Performance and Payment Bonds, in the form
prescribed in Exhibit B, in the amount of one hundred percent (100%) of the Contract Amount, the
costs of which to be paid by Design-Build Firm. The Performance and Payment Bonds shall be
underwritten by a surety authorized to do business in the State of Florida and otherwise
acceptable to County; provided; however, the surety shall be rated as "A-" (excellent) or better
and Class "V" or higher rating as to financial size category and the amount required shall not
exceed two percent (2%) of the reported policy holders surplus, all as reported in the most current
Best Key Rating Guide, published by A.M. Best Company, Inc. of 75 Fulton Street, New York,
New York 10038.

B. If the surety for any bond furnished by Design-Build Firm is declared bankrupt,
becomes insolvent, its right to do business is terminated in the State of Florida, or it ceases to
meet the requirements imposed by the Contract Document, the Design-Build Firm shall, within
five (5) calendar days thereafter, substitute another bond and surety, both of which shall be
subject to the County's approval. Failure by the Design-Build Firm to maintain its bonds in full
force and effect at all times, including the warranty period, shall be grounds for termination of this
Contract.

C. Per §255.05, Florida Statutes, the Design-Build Firm shall be required to execute
and record the Performance and Payment bonds. The bonds must state the name and principal
business address of both the Principal and the Surety and a description of the Project sufficient to
identify it. (The filing costs are ten dollars ($10.00) for the first page and eight dollars and fifty
cents ($8.50) for 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 the
Commencement Date, established in each Phase’s Notice to Proceed. No Work shall be
performed at the Project site prior to such Commencement Dates. Design-Build Firm shall provide
forty-eight (48) hours notice prior to beginning the Work. The Work shall be substantially
completed within ______ ( ) calendar days from the Commencement Date. The Work shall be
fully completed and deemed ready by the County for final completion within ______ ( ) calendar
days from the Substantial Completion Date. The Contract Time shall be the time period from the
Commencement Date to the date of final completion totaling _____ ( ) calendar days (herein
"Contract Time").
 B. County and Design-Build Firm recognize that, since time is of the essence for this
Agreement, the County will suffer financial loss if the Work is not substantially completed within
the time specified. Should Design-Build Firm fail to substantially complete the Work within the
time period noted above, County shall be entitled to assess, as liquidated damages, but not as 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 the
County’s Architect certifies in writing that the construction of the Project, or specified part thereof,
is sufficiently completed in accordance with the Contract Documents, so that the Project or
specified part can be utilized for the purposes for which it is intended. Along with such
certification, the Architect shall compile a “punch list” of any remaining exceptions that do not
adversely affect the use of the Project. Completion of these items will be required prior to final
payment as provided herein.

C. Design-Build Firm hereby expressly waives and relinquishes any right which it may
have to seek to characterize the above noted liquidated damages as a penalty, which the parties
agree represents a fair and reasonable estimate of the County's actual damages at the time of
contracting if Design-Build Firm fails to substantially complete the Work in accordance with the
progress schedule.

D. When any period of time is referenced to by days herein, it shall be computed to

exclude the first day and include the last day of such period. If the last day of any such period
falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable
jurisdiction, such day shall be omitted from the computation, and the last day shall become the
next succeeding day which is not a Saturday, Sunday or legal holiday.

SECTION 7. EXHIBITS INCORPORATED

The following documents are expressly agreed to be incorporated by reference and made
a part of this Agreement.

Exhibit A: General Terms and Conditions

Exhibit B: Form of Performance and Payment Bonds
Exhibit C: Insurance Requirements
Exhibit D: Form of Release and Affidavit
Exhibit E: Form of Application for Payment
Exhibit F: Form of Change Order
Exhibit G: Owner Direct Purchases- FORM OF0205 (if applicable)
Exhibit H: Contract Definitions
Exhibit I: Design Criteria Package
Exhibit J: Schedule of Project Fees
Exhibit K: Approved schematic Designs/Development Documents
Exhibit L: Approved GMP Construction
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
Exhibit Q: Information Package
Exhibit R: If Required
SECTION 8. NOTICES

A. All notices required or made pursuant to this Agreement by the Design-Build Firm
to the County shall be in writing and delivered by hand or by United States Postal Service
Department, first class mail, postage pre-paid, return receipt requested, addressed to the
following:

________________________
________________________
________________________
_________________________
Attention: _________________

B. All notices required or made pursuant to this Agreement by County to Design-Build

Firm shall be made in writing and shall be delivered by hand or by United States Postal Service
Department, first class mail, postage pre-paid, return receipt requested, addressed to the
following:

________________________
________________________
________________________
_________________________
Attention: _________________

C. Either party may change its above noted address by giving written notice to the
other party in accordance with the requirements of this Section.

SECTION 9. MODIFICATION

No modification or change to the Agreement shall be valid or binding upon the parties
unless in writing and executed by the party or parties intended to be bound by it.

SECTION 10. SUCCESSORS AND ASSIGNS

Subject to other provisions hereof, the Agreement shall be binding upon and shall inure to
the benefit of the successors and assigns of the parties to the Agreement.

SECTION 11. GOVERNING LAW

The Agreement shall be interpreted under and its performance governed by the laws of
the State of Florida, and the Parties stipulate venue for matters relating to the subject of this
Agreement 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 more
of the provisions of the Agreement shall not be construed to be and shall not be a waiver of any
such 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 full
and entire agreement between the parties affecting the Work contemplated, and no other
agreement or understanding of any nature concerning the same has been entered into or will be
recognized, and that all negotiations, acts, work performed, or payments made prior to the
execution 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 of any other section or part
thereof.

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

ESCAMBIA COUNTY, FLORIDA, a political

subdivision of the State of Florida acting by and
through its duly authorized Board of County
Commissioners.

WITNESS: ______________________ By:______________________________________

County Administrator
WITNESS: ______________________
Date:__________________________

BCC Approved (DATE)____________

DESIGN-BUILD FIRM:

By:_____________________________________
ATTEST: Corporate Secretary (Name)

By:_______________________________ Its: President

Secretary
[CORPORATE SEAL] Date:__________________________________
 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 complete

project (or portion thereof) to be constructed in accordance with the Contract Documents. Any
work, materials or equipment that may reasonably be inferred from the Contract Documents as
being required to produce the intended result shall be supplied whether or not specifically called
for. When words which have a well known technical or trade meaning are used to describe work,
materials or equipment, 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 having jurisdiction over the
Project, whether such reference be specific or by implication, shall mean the latest standard
specification, manual, code, law or regulation in affect at the time the Work is performed, except
as may be otherwise specifically stated herein.

1.2. If during the performance of the Work Design-Build Firm discovers a conflict, error
or discrepancy in the Contract Documents, Design-Build Firm immediately shall report same to
the County in writing and before proceeding with the Work affected thereby shall obtain a written
interpretation or clarification from the Design-Build Firm’s Architect/Engineer. Design-Build Firm
shall take field measurements and verify field conditions and shall carefully compare such field
measurements and conditions and other information known to Design-Build Firm with the
Contract Documents before commencing any portion of the Work.

1.3. Drawings are intended to show general arrangements, design and extent of Work
and are not intended to serve as shop drawings. Specifications are separated into divisions for
convenience of reference only and shall not be interpreted as establishing divisions for the Work,
trades, subcontracts, or extent of any part of the Work. In the event of a discrepancy between or
among the drawings, specifications of other Contract Document provisions, Design-Build Firm
shall be required to comply with the provision which is the more restrictive or stringent
requirement upon the Design-Build Firm, as determined by its Architect/Engineer. Unless
otherwise specifically mentioned, all anchors, bolts, screws, fittings, fillers, hardware, accessories,
trim and other parts required in connection with any portion of the Work to make a complete,
serviceable, finished and first quality installation shall be furnished and installed as part of the
Work, whether or not called for by the Contract Documents.
 2. INVESTIGATION AND UTILITIES

2.1 Design-Build Firm shall have the sole responsibility of satisfying itself concerning
the nature and location of the Work and the general and local conditions, and particularly, but
without 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 ground
surface conditions; nature and quality of the surface materials to be encountered; equipment and
facilities needed preliminary to and during performance of the Work; and all other costs
associated with such performance. The failure of Design-Build Firm to acquaint itself with any
applicable conditions shall not relieve Design-Build Firm from any of its responsibilities to perform
under the Contract Documents, nor shall it be considered the basis for any claim for additional
time or compensation.

2.2. Design-Build Firm shall locate all existing roadways, railways, drainage facilities
and utility services above, upon, or under the Project site, said roadways, railways, drainage
facilities and utilities being referred to in this Section 2 as the "Utilities". Design-Build Firm shall
contact the owners of all Utilities to determine the necessity for relocating or temporarily
interrupting any Utilities during the construction of the Project. Design-Build Firm shall schedule
and coordinate its Work around any such relocation or temporary service interruption. Design-
Build Firm shall be responsible for properly shoring, supporting and protecting all Utilities at all
times during the course of the Work.

3. PROGRESS PAYMENTS FOR CONSTRUCTION PHASE

3.1. Prior to submitting its first Application for Payment, Design-Build Firm shall submit
to County, for its review and approval, a schedule of values based upon the Contract Price, listing
the major elements of the Work and the dollar value for each element. After its approval by the
County, this schedule of values shall be used as the basis for the Design-Build Firm's Applications
for Payment. This schedule shall be updated and submitted along with a completed and
notarized copy of the Application for Payment form attached to the Agreement as Exhibit E.

3.2. Prior to submitting its first Monthly Application for Payment, Design-Build Firm shall
submit to County a complete list of all its proposed subcontractors and materialmen, showing the
work and materials involved and the dollar amount of each proposed subcontract and purchase
order. The first Application for Payment shall be submitted no earlier than thirty (30) days after
Commencement Date of construction.

3.3. If payment is requested on the basis of materials and equipment not incorporated
into the Project, but delivered and suitably stored at the site or at another location agreed to by
the 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 shall receive
the materials and equipment free and clear of all liens, charges, security interests and
encumbrances, together with evidence that the materials and equipment are covered by
appropriate property insurance and other arrangements to protect County's interest therein, all of
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 for
Payment 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 shall be considered for
payment as part of the next month's application. Within ten (10) calendar days after receipt of
each Application for Payment, the County shall either: (1) indicate approval of the requested
payment; (2) indicate approval of only a portion of the requested payment, stating in writing the
reasons 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 of the
Application for Payment, the Design-Build Firm may make the necessary corrections and
resubmit the Application for Payment for reconsideration within ten (10) calendar days of
receiving notice of refusal.

If re-submittal of the Application for Payment is refused, in whole or in part, the Design-Build Firm
may submit a written request to the County Administrator for an administrative decision within two
(2) business days of receiving notice of refusal. Upon receiving a timely request, an
administrative decision shall be rendered within ten (10) calendar days with written notification
provided to the Design-Build Firm.

If the administrative decision is disputed, the Design-Build Firm may submit a written request to
the County Administrator for an administrative hearing before the Dispute Resolution Committee
(DRC) within two (2) business days of receiving said decision. A hearing shall be scheduled
within ten (10) business days from the date the request is received, and the Design-Build Firm will
receive written notice of the hearing date. The DRC may, within its discretion, render a final
decision at the hearing or may elect to mail a written decision within a period not to exceed ten
(10) calendar days from the hearing date. The DRC’s written decision shall be considered
administratively final.

The County shall, within twenty (20) business days after County approval of an Application for
Payment, pay the Design-Build Firm the amounts so approved. Provided, however, in no event
shall the County be obligated to pay an amount greater than that portion of the Application for
Payment approved by the County.

3.5. Except for applications for payment for work performed pursuant to Section
2.A. of the Agreement, relating to the Design Phase, County shall retain ten percent (10%)
of the gross amount of each monthly payment request or ten percent (10%) of the portion
thereof approved by the County for payment, whichever is less, up to fifty percent (50%)
completion. Thereafter, if on schedule, the County shall retain five percent (5%) of the
gross amount of each payment request. Such sum shall be accumulated and not released
to Design-Build Firm until final payment is due. Any interim interest on such sums shall
accrue to County.

Due to circumstances beyond the Contractor’s control and at the County’s sole
discretion, a percentage of the amount retained from the gross amount of each monthly
payment may be reduced prior to final completion of the Project and said percentage
released to the Contractor upon receiving a certificate of substantial completion and
approval from the Architect/Engineer. Release of any portion or percentage of sums
retained prior to final completion of the Project shall in no way imply approval or
acceptance of Contractor’s work.

3.6. Monthly payments to Design-Build Firm shall in no way imply approval or

acceptance of Design-Build Firm's work.

3.7. Each Application for Payment shall be accompanied by Release and Affidavit, in
the form attached as Exhibit D, showing that all materials, labor, equipment and other bills
associated 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 are furnished
by Design-Build Firm.

4. PAYMENTS WITHHELD

4.1. The County may decline to approve any Application for Payment, or portions
thereof, because of subsequently discovered evidence or subsequent inspections. The County
may nullify the whole or any part of any approval for payment previously issued and County may
withhold any payments otherwise due Design-Build Firm under this Agreement or any other
agreement between County and Design-Build Firm, to such extent as may be necessary in the
County's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third
party claims filed or reasonable evidence indicating probable filing of such claims; (c) failure of
Design-Build Firm to make payment properly to subcontractors or for labor, materials or
equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the
Contract Amount; (e) reasonable indication that the Work will not be completed within the
Contract Time; (f) unsatisfactory prosecution of the Work by the Design-Build Firm; or (g) any
other material breach of the Contract Documents. If these conditions are not remedied or
removed, County may, after three (3) days written notice, rectify the same at Design-Build Firm's
expense. County also may offset against any sums due Design-Build Firm the amount of any
liquidated or un-liquidated obligations of Design-Build Firm to County, whether relating to or
arising out of this Agreement or any other agreement between Design-Build Firm and County.

5. FINAL PAYMENT

5.1. County shall make final payment to Design-Build Firm within thirty (30) calendar
days after the Work is finally inspected and accepted by County in accordance with Section 19.1
herein provided.

5.2. Design-Build Firm's acceptance of final payment shall constitute a full waiver of
any and all claims by Design-Build Firm against County arising out of this Agreement or otherwise
relating to the Project, except those previously made in writing and identified by Design-Build Firm
as unsettled at the time of the final Application for Payment. Neither the acceptance of the Work
nor payment by County shall be deemed to be a waiver of County's right to enforce any
obligations of Design-Build Firm hereunder or to the recovery of damages for defective Work not
discovered by the County at the time of final inspection.

6. SUBMITTALS AND SUBSTITUTIONS

6.1. Design-Build Firm shall carefully examine the Contract Documents for all
requirements for approval of materials to be submitted such as shop drawings, data, test results,
schedules and samples. Design-Build Firm shall submit all such materials at its own expense and
in such form as required by the Contract Documents in sufficient time to prevent any delay in the
delivery of such materials and the installation thereof.
 6.2. Whenever materials or equipment are specified or described in the Contract
Documents by using the name of a proprietary item or the name of a particular supplier, the
naming of the item is intended to establish the type, function and quality required. Unless the
name is followed by words indicating that no substitution is permitted, materials or equipment of
other suppliers may be accepted by County if sufficient information is submitted by Design-Build
Firm to allow the County to determine that the material or equipment proposed is equivalent or
equal to that named. Requests for review of substitute items of material and equipment will not
be accepted by County from anyone other than Design-Build Firm and all such requests must be
submitted by Design-Build Firm to County within thirty (30) calendar days after Notice of Award is
received by Design-Build Firm.

6.3. If Design-Build Firm wishes to furnish or use a substitute item of material or

equipment, Design-Build Firm shall make application to the County for acceptance thereof,
certifying that the proposed substitute shall perform adequately the functions and achieve the
results called for by the general design, be similar and of equal substance to that specified and be
suited to the same use as that specified. The application shall state that the evaluation and
acceptance of the proposed substitute will not prejudice Design-Build Firm's achievement of
substantial completion on time, whether or not acceptance of the substitute for use in the Work
will require a change in any of the Contract Documents (or in the provisions of any other direct
contract with County for the Project) to adapt the design to the proposed substitute and whether
or not incorporation or use by the substitute in connection with the Work is subject to payment of
any license fee or royalty. All variations of the proposed substitute from that specified will be
identified in the application and available maintenance, repair and replacement service shall be
indicated. The application also shall contain an itemized estimate of all costs that will result
directly or indirectly from acceptance of such substitute, including costs for redesign and claims of
other Design-Build Firms affected by the resulting change, all of which shall be considered by the
County in evaluating the proposed substitute. The County may require Design-Build Firm to
furnish at Design-Build Firm's expense additional data about the proposed substitute.

6.4. If a specific means, method, technique, sequence or procedure of construction is

indicated in or required by the Contract Documents, Design-Build Firm may furnish or utilize a
substitute means, method, sequence, technique or procedure of construction acceptable to the
County, if Design-Build Firm submits sufficient information to allow the County to determine that
the substitute proposed is equivalent to that indicated or required by the Contract Documents.
The procedures for submission to and review by the County shall be the same as those provided
herein for substitute materials and equipment.

6.5. The County shall be allowed a reasonable time within which to evaluate each
proposed substitute. The County shall be the sole judge of acceptability, and no substitute will be
ordered, installed or utilized without the County's prior written acceptance which shall be
evidenced by either a Change Order or an approved Shop Drawing. The County may require
Design-Build Firm to furnish at Design-Build Firm's expense a special performance guarantee or
other 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-Build
Firm shall complete and submit to the County on a weekly basis a daily log of the Design-Build
Firm's work for the preceding week in a format approved by the County. The daily log shall
document all activities of Design-Build Firm at the Project site including, but not limited to, the
following:

7.1.1. Weather conditions showing the high and low temperatures during work
hours, the amount of precipitation received on the Project site, and any
other weather conditions which adversely affect the Work;

7.1.2. Soil conditions which adversely affect the Work;

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

personnel;

7.1.4. The number of Design-Build Firm's and subcontractor's personnel present

and working at the Project site, by subcontract and trade;

7.1.5. All equipment present at the Project site, description of equipment use and
designation of time equipment was used (specifically indicating any down
time);

7.1.6. Description of Work being performed at the Project site;

7.1.7. Any unusual or special occurrences at the Project site;

7.1.8. Materials received at the Project site; and

7.1.9. A list of all visitors to the Project site.

The daily log shall not constitute nor take the place of any notice required to be given by Design-
Build Firm to County pursuant to the Contract Documents.
 7.2. Design-Build Firm shall maintain in a safe place at the Project site one record copy
of the Contract Documents, as well as all shop drawings and other Design-Build Firm submittals
and all written interpretations and clarifications issued by the County, in good order and annotated
to show all changes made during construction. The annotated drawings shall be continuously
updated by the Design-Build Firm throughout the prosecution of the Work to accurately reflect all
field changes that are made to adapt the Work to field conditions, changes resulting from Change
Orders, Work Directive Changes and Field Orders, and all concealed and buried installations of
piping, conduit and utility services. All buried and concealed items, both inside and outside the
Project site, shall be accurately located on the annotated drawings as to depth and in relationship
to not less than two (2) permanent features (e.g. interior or exterior wall faces). The annotated
drawings shall be clean and all changes, corrections and dimensions shall be given in a neat and
legible manner in a contrasting color. The "As-Built" record documents, together with all
approved samples and a counterpart of all approved shop drawings shall be available to County
for reference. Upon completion of the Work, and as a condition precedent to Design-Build Firm's
entitlement to final payment, these "As-Built" record documents, samples and shop drawings shall
be delivered to County by Design-Build Firm for County.

7.3. Design-Build Firm shall keep all records and supporting documentation which
concern or relate to the Work hereunder for a minimum of five (5) years from the date of
termination of this Agreement or the date the Project is completed, whichever is later. County, or
any duly authorized agents or representatives of County, shall have the right to audit, inspect and
copy all such records and documentation as often as they deem necessary during the period of
this Agreement and during the five (5) year period noted above; provided, however, such activity
shall be conducted only during normal business hours.

8. CONTRACT TIME AND TIME EXTENSIONS

8.1. Design-Build Firm shall diligently pursue the completion of the Work and
coordinate the Work being done on the Project by its Architect/Engineer, subcontractors and
materialmen, as well as coordinating its Work with all work of others at the Project Site, so that its
Work or the work of others shall not be delayed or impaired by any act or omission of Design-
Build Firm. Design-Build Firm shall be solely responsible for all construction means, methods,
techniques, sequences, and procedures, as well as coordination of all portions of the Work under
the Contract Documents.

8.2. Should Design-Build Firm be obstructed or delayed in the prosecution of or

completion of the Work as a result of unforeseeable causes beyond the control of Design-Build
Firm, and not due to its fault or neglect, including but not restricted to acts of God or of the public
enemy, acts of government, fires, floods, epidemics, quarantine regulations, strikes or lockouts,
Design-Build Firm shall notify the County in writing within forty-eight (48) hours after the
commencement of such delay, stating the cause or causes thereof, or be deemed to have waived
any right which Design-Build Firm may have had to request a time extension.
 8.3. No interruption, interference, inefficiency, suspension or delay in the
commencement or progress of the Work from any cause whatever, including those for which
County may be responsible, in whole or in part, shall relieve Design-Build Firm of its duty to
perform or give rise to any right to damages or additional compensation from County. Design-
Build 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 to
the Contract Time; provided, however, the granting of any such time extension shall not be a
condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph
shall expressly apply to claims for early completion, as well as to claims based on late completion.

9. CHANGES IN THE WORK

9.1. County shall have the right at any time during the progress of the Work to increase
or decrease the Work. Promptly after being notified of a change, Design-Build Firm shall submit
an itemized estimate of any cost or time increases or savings it foresees as a result of the
change. Except in an emergency endangering life or property, or as expressly set forth herein, no
addition or changes to the Work shall be made except upon written order of County, and County
shall not be liable to the Design-Build Firm for any increased compensation without such written
order. No officer, employee or agent of County is authorized to direct any extra or changed work
orally.

9.2. A Change Order, in the form attached as Exhibit F to this Agreement, shall be
issued and executed promptly after an agreement is reached between Design-Build Firm and
County concerning the requested changes. Design-Build Firm shall promptly perform changes
authorized by duly executed Change Orders. The Contract Amount shall be adjusted in the
Change Order in the manner as County and Design-Build Firm shall mutually agree.

9.3. If County and Design-Build Firm are unable to agree on a Change Order for the
requested change, Design-Build Firm shall, nevertheless, promptly perform the change as
directed by County in a written Work Directive Change. In that event, the Contract Amount and
Contract Time shall be adjusted as directed by County. If Design-Build Firm disagrees with the
County's adjustment determination, Design-Build Firm must make a claim pursuant to Section 10
of these General Conditions or else be deemed to have waived any claim on this matter it might
otherwise have had.

9.4. In the event a requested change results in an increase to the Contract Amount, as
to design the amount of the increase shall be based upon the standard hourly billing rates,
according to classification of the Design-Build Firm's Architect/Engineer plus expenses to be
charged at actual cost. As to the construction, the amount of the increase shall be limited to the
Design-Build Firm's reasonable direct labor and material costs and reasonable actual equipment
costs as a result of the change (including allowance for labor burden costs) plus a maximum ten
percent (10%) markup for all overhead and profit. In the event such change Work is performed by
a Subcontractor, a maximum ten percent (10%) markup for all overhead and profit for all
Subcontractors' and sub-subcontractors' direct labor and material costs and actual equipment
costs shall be permitted, with a maximum five percent (5%) markup thereon by the Design-Build
Firm for all of its overhead and profit, for a total maximum markup of fifteen percent (15%). All
compensation due Design-Build 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 Design-Build Firm's books and
records to verify the accuracy of the Design-Build Firm's claim with respect to Design-Build Firm's
costs associated with any Change Order.

9.6. The County shall have authority to order minor changes in the Work not involving
an adjustment to the Contract Amount and not inconsistent with the intent of the Contract
Documents. Such changes may be affected by Field Order or by other written order. Such
changes 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 or

interpretation of the terms of the Contract Documents, payment of money, extension of time or
other relief with respect to the terms of the Contract Documents. The term "Claim" also includes
other disputes and matters in question between County and Design-Build Firm arising out of or
relating to the Contract Documents. The responsibility to substantiate a Claim shall rest with the
party making the Claim.

10.2. Claims by the Design-Build Firm shall be made in writing to the County within forty-
eight (48) hours after the first day of the event giving rise to such Claim or else the Design-Build
Firm shall be deemed to have waived the Claim. Written supporting data shall be submitted to
the County within fifteen (15) calendar days after the occurrence of the event, unless the County
grants additional time in writing, or else the Design-Build Firm shall be deemed to have waived
the Claim. All claims shall be priced in accordance with the provisions of Subsection 9.4.

10.3. The Design-Build Firm shall proceed diligently with its performance as directed by
the County, regardless of any pending Claim, action, suit or administrative proceeding, unless
otherwise agreed to by the County in writing. County shall continue to make payments in
accordance with the Contract Documents during the pendency of any Claim.

11. OTHER WORK

11.1. County may perform other work related to the Project at the site by County's own
forces, have other work performed by utility owners or let other direct contracts. If the fact that
such other work is to be performed is not noted in the Contract Documents, notice thereof will be
given to Design-Build Firm. If Design-Build Firm believes that such performance will involve
additional expense to Design-Build Firm or require additional time, Design-Build Firm shall send
written notice of that fact to County within forty-eight (48) hours of being notified of the other work.
If the Design-Build Firm fails to send the above required forty-eight (48) hour notice, the Design-
Build Firm will be deemed to have waived any rights it otherwise may have had to seek an
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 (or
County, if County is performing the additional work with County's employees) proper and safe
access to the site and a reasonable opportunity for the introduction and storage of materials and
equipment and the execution of such work and shall properly connect and coordinate its Work
with theirs. Design-Build Firm shall do all cutting, fitting and patching of the Work that may be
required 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 otherwise
altering their work and will only cut or alter their work with the written consent of the County and
the others whose work will be affected.

11.3. If any part of Design-Build Firm's Work depends for proper execution or results
upon the work of any other Design-Build Firm or utility owner (or County), Design-Build Firm shall
inspect and promptly report to County in writing any delays, defects or deficiencies in such work
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 for integration
with Design-Build Firm's Work.

12. INDEMNIFICATION AND INSURANCE

12.1. Design-Build Firm shall pay on behalf of or indemnify and hold harmless the
County and its, agents, officers and employees from all liabilities, damages, losses, and costs,
including attorneys' and paralegal fees, incurred by County to the extent caused by the
negligence, recklessness, or intentional wrongful misconduct of Design-Build Firm or by any
person, firm or corporation (including but not limited to the Architect/Engineer) to whom any
portion of the Work is subcontracted by Design-Build Firm or resulting from the use by Design-
Build Firm, or by any one for whom Design-Build Firm is legally liable, of any materials, tools,
machinery or other property of County. Design-Build Firm’s obligation as provided herein shall be
limited to its proportionate share of liability to the extent caused by the negligence, recklessness
or intentional wrongful misconduct of Design-Build Firm or by any person, firm or corporation to
whom any portion of the Work is subcontracted by Design-Build Firm, and Design-Build Firm shall
not be required to pay on behalf of or indemnify and hold harmless County where County’s
negligence, recklessness or intentional wrongful misconduct is determined by a court of
competent jurisdiction to be the sole cause of its liabilities, damages, losses and costs, including
attorney’s fees and paralegal fees.

County and Design-Build Firm agree one percent (1%) of the Contract Amount paid by County to
Design-Build Firm shall be given as separate consideration for this indemnification, and any other
indemnification of County by Design-Build Firm provided for within the Contract Documents, the
sufficiency of such separate consideration being acknowledged by Design-Build Firm by Design-
Build Firm's acceptance and execution of the Agreement.

Design Build Firm agrees that such indemnification by Design Build Firm relating to any matter
which is the subject of this Agreement shall extend throughout the term of this Agreement and
any applicable statutes of limitations thereafter. The Design-Build Firm's obligation shall not be
limited by, or in any way to, any insurance coverage or by any provision in or exclusion or
omission from any policy of insurance.

12.2. Design-Build Firm shall obtain and carry, at all times during its performance under
the Contract Documents, insurance of the types and in the amounts set forth in Exhibit C to the
Agreement. All insurance policies shall be from responsible companies duly authorized to do
business in the State of Florida and/or responsible risk retention group insurance companies or
trusts which are registered with the State of Florida. Foreign or off-shore insurance carriers are
not acceptable for work under this contract unless admitted to the State of Florida. All commercial
insurance carriers providing the Design-Build Firm with required insurance shall be rated 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 Best Ratings" may be
considered. Within ten (10) calendar days after Notice of Award is received by Design-Build Firm
and prior to the commencement of work, Design-Build Firm shall provide County with properly
executed Certificates of Insurance to evidence Design-Build Firm's compliance 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 of Insurance shall be personally,
manually signed by the authorized representatives of the insurance company/companies shown
on the Certificates of Insurance, with proof that they are authorized representatives thereof.
Certificates of Insurance shall be mailed to Escambia County 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 required hereunder shall be provided to County, on a
timely basis, when requested by County.

12.3. The Certificates of Insurance and required insurance policies shall contain
provisions that thirty (30) days prior written notice by registered or certified mail shall be given
County of any cancellation, intent not to renew, or reduction in the policies or coverages, except in
the application of the aggregate limits provisions. In the event of a reduction in the aggregate limit
of any policy, Design-Build Firm shall immediately take steps to have the aggregate limit
reinstated to the full extent permitted under such policy.

12.4. All insurance coverages of the Design-Build Firm shall be primary to any insurance
or self insurance program carried by the County applicable to this Project. The acceptance by
County of any Certificate of Insurance does not constitute approval or agreement by the County
that the insurance requirements have been satisfied or that the insurance policy shown on the
Certificate of Insurance is in compliance with the requirements of the Contract Documents. No
work shall commence at the Project site unless and until the required Certificates of Insurance are
received by the County.

12.5. Design-Build Firm shall require each of its subcontractors to procure and maintain,
until the completion of the subcontractor's work, insurance of the types and to the limits specified
in Exhibit C, unless such insurance requirements for the subcontractor is expressly waived in
writing by the County. All liability insurance policies, other than professional liability, worker's
compensation and employer's liability policies, obtained by Design-Build Firm to meet the
requirements of the Contract Documents shall name Escambia County as an additional insured
and shall contain severability of interest provisions. Escambia County shall also be designated as
certificate holder with the address of P. O. Box 1591, Pensacola, Florida 32597-1591. If any
insurance provided pursuant to the Contract Documents expires prior to the completion of the
Work, renewal Certificates of Insurance and, if requested by County, certified, true copies of the
renewal policies, shall be furnished by Design-Build Firm within thirty (30) days prior to the date of
expiration. Upon expiration of an insurance policy term during the course of work under the
contract, succeeding insurance policies shall be consecutive to the expiring policy.

12.6 All liability policies shall be underwritten on the "occurrence" basis, unless
otherwise approved in writing by the County Division of Risk Management. "Claims made"
policies, if approved by the Risk Manager, and subsequent insurance certificates shall provide a
"retro-date" which shall include the effective date of the contract. "Claims-made" renewals or
carrier and policy replacements shall reflect the original "retro-date."

12.7. Should at any time the Design-Build Firm not maintain the insurance coverages
required herein, the County may terminate the Agreement or at its sole discretion shall be
authorized to purchase such coverages and charge the Design-Build Firm for such coverages
purchased. The County shall be under no obligation to purchase such insurance, nor shall it be
responsible for the coverages purchased or the insurance company or companies used. The
decision of the County to purchase such insurance coverages shall in no way be construed to be
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 out
of any personal injuries or property damages arising or alleged to have arisen on account of any
work by Design-Build Firm or sub-Contractor under the contract documents.

12.9 Duty to Provide Legal Defense. To the extent permitted by law, the Design-Build
Firm shall pay for and provide a legal defense for County, which shall include attorneys' fees and
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 the behalf
of the County shall be in addition to any and all other legal remedies available to the County 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 expense, with all federal, state and
local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to the
Project, including but not limited to those dealing with taxation, worker's compensation, equal
employment and safety. If Design-Build Firm observes that the Contract Documents are at
variance therewith, it shall promptly notify County in writing. Compliance with the above laws
shall include but is not limited to: (1) the Occupational Safety and Health Act, 29 CFR 1910 and
1926, respectively, General Industry Standards and Construction Industry Standards, including
regulations regarding Trenching and Shoring; (2) the Florida Workers' Compensation Law,
Chapter 440, Florida Statutes; (3) Rules 38F and 38I, Florida Administrative Code; and (4) Florida
Department of Transportation Manual of Traffic Control and Safe Practices. Failure to adhere to
the requirements of the above named laws and regulations regarding safety and traffic control
shall be grounds for an immediate work stoppage, either by County staff or the Design-Build Firm,
until the deficiency is corrected.

13.2 EMPLOYMENT ELIGIBILITY VERIFICATION (E-VERIFY): In accordance with

State of Florida, Office of the Governor, Executive Order 11-116 (superseding Executive Order
11-02; Verification of Employment Status), in the event performance of this Agreement is or will
be funded using state or federal funds, the CONTRACTOR must comply with the Employment
Eligibility Verification Program (“E-Verify Program”) developed by the federal government to verify
the eligibility of individuals to work in the United States and 48 CFR 52.222-54 (as amended) is
incorporated herein by reference. If applicable, in accordance with Subpart 22.18 of the Federal
Acquisition Register, the CONTRACTOR must (1) enroll in the E-Verify Program, (2) use E-Verify
to verify the employment eligibility of all new hires working in the United States, except if the
CONTRACTOR is a state or local government, the CONTRACTOR may choose to verify only
new hires assigned to the Agreement; (3) use E-Verify to verify the employment eligibility of all
employees assigned to the Agreement; and (4) include these requirement in certain subcontracts,
such 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 Web site: http://www.dhs.gov/E-
Verify.

14. CLEANUP AND PROTECTIONS

14.1. Design-Build Firm agrees to keep the Project site clean at all times of debris,
rubbish and waste materials arising out of the Work. At the completion of the Work, Design-Build
Firm shall remove all debris, rubbish and waste materials from and about the Project site, as well
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, not
indicated 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 so damaged
shall be restored by Design-Build Firm to the condition equal to that existing at the time 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 the
prior consent in writing of County. If Design-Build Firm does, with approval, assign this
Agreement or any part thereof, it shall require that its assignee be bound to it and to assume
toward Design-Build Firm all of the obligations and responsibilities that Design-Build Firm has
assumed toward County.

16. PERMITS, LICENSES AND TAXES

16.1. All permits and licenses necessary for the prosecution of the Work shall be
procured and paid for by Design-Build Firm. All permits or fees, including but not limited to, all
license fees, permit fees, impact fees or inspection fees payable by Design-Build Firm to County
have been disclosed to Design-Build Firm in the bidding documents or other request for proposal
at the time the Project was let for bid. If Design-Build Firm performs any Work without obtaining,
or contrary to, such permits or licenses, Design-Build Firm shall bear all costs arising therefrom.
Design-Build Firm shall pay all governmental charges and inspection fees necessary for the
prosecution of the Work.

16.2. Design-Build Firm shall pay all sales, consumer, use and other similar taxes
associated with the Work or portions thereof, which are applicable during the performance of the
Work.

17. TERMINATION FOR DEFAULT

17.1. Design-Build Firm shall be considered in material default of the Agreement and
such default shall be considered cause for County to terminate the Agreement, in whole or in part,
as further set forth in this Section, if Design-Build Firm: (1) fails to begin the Work under the
Contract Documents within the time specified herein; or (2) fails to properly and timely perform the
Work as directed by the County or as provided for in the approved Progress Schedule; or (3)
commits errors or omissions in the performance of the architectural/engineering design or
inspection services; or (4) performs the Work unsuitably or neglects or refuses to remove
materials or to correct or replace such Work as may be rejected as unacceptable or unsuitable; or
(5) discontinues the prosecution of the Work; or (6) fails to resume Work which has been
suspended within a reasonable time after being notified to do so; or (7) becomes insolvent or is
declared bankrupt, or commits any act of bankruptcy; or (8) allows any final judgment to stand
against it unsatisfied for more than ten (10) days; or (9) makes an assignment 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 other provision of the Contract Documents.
 17.2. County shall notify Design-Build 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) within seven
(7) calendar days following receipt by Design-Build Firm of said written notice, then County, 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 to hereunder 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-Build Firm's subcontracts
and purchase orders, and complete all or any portion of Design-Build Firm's Work by whatever
means, method or agency which County, in its sole discretion, may choose.

17.3. If County deems any of the foregoing remedies necessary, Design-Build Firm
agrees that is shall not be entitled to receive any further payments hereunder until after the
Project is completed. All monies expended and all of the costs, losses, damages and extra
expenses, including all management, administrative and other overhead and other direct and
indirect expenses (including attorneys' fees) or damages incurred by County incident to such
completion, shall be deducted from the Contract Amount, and if such expenditures exceed the
unpaid balance of the Contract Amount, Design-Build Firm agrees to pay promptly to County on
demand the full amount of such excess, including costs of collection, attorney's fees (including
appeals) and interest thereon at the maximum legal rate of interest until paid. If the unpaid
balance of the Contract Amount exceeds all such costs, expenditures and damages incurred by
the County to complete the Work, such excess shall be paid to the Design-Build Firm. The
amount to be paid to the Design-Build Firm or County, as the case may be, and this obligation for
payment shall survive termination of the Agreement.

17.4. The liability of Design-Build Firm hereunder shall extend to and include the full
amount of any and all sums paid, expenses and losses incurred, damages sustained, and
obligations assumed by County in good faith under the belief that such payments or assumptions
were necessary or required, in completing the Work and providing labor, materials, equipment,
supplies, and other items therefor or re-letting the Work, in settlement, discharge or compromise
of any claims, demands, suits, and judgments pertaining to or arising out of the Work hereunder.

17.5. If, after notice of termination of Design-Build Firm's right to proceed pursuant to this
Section, it is determined for any reason that Design-Build Firm was not in default, or that its
default was excusable, or that County is not entitled to the remedies against Design-Build Firm
provided herein, then Design-Build Firm's remedies against County shall be the same as and
limited to those afforded Design-Build Firm below under Subsection 18.1, Termination for
Convenience.
 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 or
received 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, if
any, seven (7) days written notice, during which period Design-Build Firm still fails to allow
access, terminate the employment of the Design-Build Firm and take possession of the site and of
all materials, equipment, tools, construction equipment and machinery thereon, owned by the
Design-Build Firm, and may finish the project by whatever method it may deem expedient. In
such case, the Design-Build Firm shall not be entitled to receive any further payment until the
Project is finished. Reasonable terminal expenses incurred by the County may be deducted from
any payments left owing the Design-Build Firm (excluding monies owed the Design-Build Firm for
subcontract work).

18. TERMINATION FOR CONVENIENCE AND RIGHT OF SUSPENSION

18.1. County shall have the right to terminate this Agreement without cause upon seven
(7) calendar days written notice to Design-Build Firm. In the event of such termination for
convenience, Design-Build Firm's recovery against County shall be limited to that portion of the
Contract Amount earned through the date of termination, together with any retainage withheld and
reasonable termination expenses incurred, but Design-Build Firm shall not be entitled to any other
or further recovery against County, including, but not limited to, damages or any anticipated profit
on portions of the Work not performed.

18.2. County shall have the right to suspend all or any portions of the Work upon giving
Design-Build Firm two (2) calendar days' prior written notice of such suspension. If all or any
portion of the Work is so suspended, Design-Build Firm's sole and exclusive remedy shall be to
seek an extension of time to its schedule in accordance with the procedures set forth in the
Contract Documents. In no event shall the Design-Build Firm be entitled to any additional
compensation or damages. Provided, however, if the ordered suspension exceeds three (3)
months, the Design-Build Firm shall have the right to terminate the Agreement with respect to that
portion of the Work which is subject to the ordered suspension.

19. COMPLETION

19.1. Upon receipt of written notice that the Work is ready for final inspection and
acceptance and upon receipt of a final Application for Payment, the County shall promptly make
such inspection and, if it finds the work acceptable and fully performed under the Contract
Documents, shall promptly issue a final Certificate for Payment, stating that, on the basis of
observations and inspections, the Work has been completed in accordance with the terms and
conditions of the Contract Documents and that the entire balance found to be due the Design-
Build Firm is due and payable. The final payment shall not become due and payable until Design-
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 establishing payment or satisfaction
of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract
Documents, to the extent and in such form as may be designated by County, and (4) a published
copy of the Notice of Completion as provided for in section 19.2. County reserves the right to
inspect the Work and make an independent determination as to the Work's acceptability. Unless
and until the County is completely satisfied, the final payment shall not become due and payable.
 19.2 After the Work is ready for final inspection and acceptance by the County, a legal
advertisement must be published by the Design-Build Firm in a local newspaper of a general
countywide circulation at least thirty (30) days before final payment shall be made. Example of
such publication is as follows:

Legal Notice of Completion

Notice is hereby given that the undersigned Design-Build Firm has completed and
has ready for acceptance by the Board of County Commissioners of Escambia
County, Florida, the following construction project:

__________________________________________________
(Project Name and Address)

__________________________________________________
(Legal Name and Address - entity of the Design-Build Firm)

Subcontractors, materialmen, and other persons having payment claims against

the Design-Build Firm relating to this project should govern themselves
accordingly.

20. WARRANTY

20.1. Design-Build Firm shall obtain and assign to County all express warranties given to
Design-Build Firm or any subcontractors by any material men supplying materials, equipment or
fixtures to be incorporated into the Project. Design-Build Firm warrants to County that any
materials and equipment furnished under the Contract Documents shall be new unless otherwise
specified, and that all Work shall be of good quality, free from all defects and in conformance with
the Contract Documents. Design-Build Firm further warrants to County that all materials and
equipment furnished under the Contract Documents shall be applied, installed, connected,
erected, used, cleaned and conditioned in accordance with the instructions of the applicable
manufacturers, fabricators, suppliers or processors except as otherwise provided for in the
Contract Documents. If, within one (1) year after substantial completion and acceptance, any
Work is found to be defective or not in conformance with the Contract Documents, Design-Build
Firm shall correct it promptly after receipt of written notice from County. Design-Build Firm shall
also be responsible for and pay for replacement or repair of adjacent materials or Work, which
may be damaged as a result of such replacement or repair. These warranties are in addition to
those implied warranties to which County is entitled as a matter of law. The Performance Bond
shall remain in full force and effect throughout the one (1) year Warranty Period.

21. TESTS AND INSPECTIONS

21.1. County, its respective representatives, agents and employees, and any
governmental agencies with jurisdiction over the Project shall have access at all times to the
Work, 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 all required
inspections, tests or approvals.
 21.2. If the Contract Documents or any codes, laws, ordinances, rules or regulations of
any public authority having jurisdiction over the Project requires any portion of the Work to be
specifically inspected, tested or approved, Design-Build Firm shall assume full responsibility
therefore, pay all costs in connection therewith and furnish County the required certificates of
inspection, testing or approval. All inspections, tests or approvals shall be performed in a manner
and by organizations acceptable to the County.

21.3. If any Work that is to be inspected, tested or approved is covered without written
concurrence from the County, such work must, if requested by County, be uncovered for
observation. Such uncovering shall be at Design-Build Firm's expense unless Design-Build Firm
has given County timely notice of Design-Build Firm's intention to cover the same and County has
not acted with reasonable promptness to respond to such notice. If any Work is covered contrary
to written directions from County, such Work must, if requested by County, be uncovered for
County's observation and be replaced at Design-Build Firm's sole expense.

21.4. The County shall charge to Design-Build Firm and may deduct from any payments
due Design-Build Firm all engineering and inspection expenses incurred by County in connection
with any overtime work. Such overtime work consisting of any work during the construction
period beyond the regular eight (8) hour day and for any work performed on Saturday, Sunday or
holidays.

21.5. Neither observations by the County nor inspections, tests or approvals by others
shall relieve Design-Build Firm from Design-Build Firm's obligations to perform the Work in
accordance with the Contract Documents.

22. DEFECTIVE WORK

22.1. Work not conforming to the requirements of the construction plans or Contract
Documents or work conforming to the construction plans or contract documents containing errors
or omissions, including, but not limited to, design flaws shall be deemed defective Work. If
required by County, Design-Build Firm shall as directed, either correct all defective Work, whether
or not fabricated, installed or completed, or, if the defective Work has been rejected by County,
remove it from the site and replace it with undefective Work. Design-Build Firm shall bear all
direct, indirect and consequential costs of such correction or removal (including, but not limited to
fees and charges of engineers, architects, attorneys and other professionals) made necessary
thereby, and shall hold County harmless for same.

22.2. If the County considers it necessary or advisable that covered Work be observed
by County or inspected or tested by others, Design-Build Firm, at County's request, shall uncover,
expose or otherwise make available for observation, inspection or tests as County may require,
that portion of the Work in question, furnishing all necessary labor, material and equipment. 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 and testing and of
satisfactory reconstruction (including, but not limited to, fees and charges of engineers, architects,
attorneys and other professionals), and County shall be entitled to an appropriate decrease in the
Contract Amount. If, however, such Work is not found to be defective, Design-Build Firm shall be
allowed an increase in the Contract Amount and/or an extension 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 fails to supply sufficient
skilled workers with suitable materials or equipment, or fails to finish or perform the Work in such
a way that the completed Work will conform to the Contract Documents, County may order
Design-Build Firm to stop the Work, or any portion thereof, until the cause for such order has
been eliminated; however, this right of County to stop the Work shall not give rise to any duty on
the part of County to exercise this right for the benefit of Design-Build Firm or any other party.

22.4. Should the County determine, at its sole opinion, it is in the County's best interest
to accept defective Work, the County may do so. Design-Build Firm shall bear all direct, indirect
and consequential costs attributable to the County's evaluation of and determination to accept
defective Work. If such determination is rendered prior to final payment, a Change Order shall be
executed evidencing such acceptance of such defective Work, incorporating the necessary
revisions in the Contract Documents and reflecting an appropriate decrease in the Contract
Amount. If the County accepts such defective Work after final payment, Design-Build Firm shall
promptly pay County an appropriate amount to adequately compensate County for its acceptance
of the defective Work.

22.5. If Design-Build Firm fails, within a reasonable time after the written notice from
County, to correct defective Work or to remove and replace rejected defective Work as required
by County, or if Design-Build Firm fails to perform the Work in accordance with the Contract
Documents, or if Design-Build Firm fails to comply with any of the provisions of the Contract
Documents, County may, after seven (7) days' written notice to Design-Build Firm, correct and
remedy any such deficiency. To the extent necessary to complete corrective and remedial action,
County may exclude Design-Build Firm from any or all of the Project site, take possession of all or
any part of the Work, and suspend Design-Build Firm's services related thereto, take possessions
of Design-Build Firm's tools, appliances, construction equipment and machinery at the Project site
and incorporate in the Work all materials and equipment stored at the Project site or for which
County has paid Design-Build Firm but which are stored elsewhere. Design-Build Firm shall allow
County, and their respective representatives, agents, and employees such access to the Project
site as may be necessary to enable County to exercise the rights and remedies under this
Subsection. All direct, indirect and consequential costs of County in exercising such rights and
remedies shall be charged against Design-Build Firm, and a Change Order shall be issued,
incorporating the necessary revisions to the Contract Documents, including an appropriate
decrease to the Contract Amount. Such direct, indirect and consequential costs shall include, but
not be limited to, fees and charges of engineers, architects, attorneys and other professionals, all
court and arbitration costs and all costs of repair and replacement of work or others destroyed or
damaged by correction, removal or replacement of Design-Build Firm's defective Work. Design-
Build Firm shall not be allowed an extension of the Contract Time because of any delay in
performance of the Work attributable to the 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 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
responsible to see that the finished Work complies accurately with the Contract Documents.
Design-Build Firm shall keep on the Work at all times during its progress a competent resident
superintendent, who shall not be replaced without prior written notice to County except under
extraordinary circumstances. The superintendent shall be Design-Build Firm's representative at
the Project site and shall have authority to act on behalf of Design-Build Firm. All
communications given to the superintendent shall be as binding as if given to the Design-Build
Firm. County shall have the right to direct Design-Build Firm to remove and replace its Project
superintendent, with or without cause.

24. PROTECTION OF WORK

24.1. Design-Build Firm shall fully protect the Work from loss or damage and shall bear
the cost of any such loss or damage until final payment has been made. If Design-Build Firm, or
any one for whom Design-Build Firm is legally liable, is responsible for any loss or damage to the
Work, or other work or materials of County or County's separate Design-Build Firms, Design-Build
Firm shall be charged with the same, and any monies necessary to replace such loss or damage
shall be deducted from any amounts due Design-Build Firm.

24.2. Design-Build Firm shall not load nor permit any part of any structure to be loaded
in any manner that will endanger the structure, nor shall Design-Build Firm subject any part of the
Work or adjacent property to stresses or pressures that will endanger it.

25. EMERGENCIES

25.1. In the event of an emergency affecting the safety or protection of persons or the
Work or property at the Project site or adjacent thereto, Design-Build Firm, without special
instruction or authorization from County is obligated to act to prevent threatened damage, injury or
loss. Design-Build Firm shall give County written notice within forty-eight (48) hours after the
occurrence of the emergency, if Design-Build Firm believes that any significant changes in the
Work or variations from the Contract Document have been caused thereby. If the County
determines that a change in the Contract Documents is required because of the action taken in
response to an emergency, a Change Order shall be issued to document the consequences of
the changes or variations. If Design-Build Firm fails to provide the forty-eight (48) hour written
notice noted above, the Design-Build Firm shall be deemed to have waived any right it otherwise
may have had to seek an adjustment to the Contract Amount or an extension to the Contract
Time.
 26. USE OF PREMISES

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

27. SAFETY

27.1. The Design-Build Firm shall be responsible for initiating, maintaining and
supervising all safety precautions and programs in connection with the Work. The 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:

27.1.1. All employees of the Work and other persons and/or organizations who
may be affected thereby;

27.1.2. All the Work and materials and equipment to be incorporated therein,
whether in storage on or off the Project site; and

27.1.3. Other property on Project site or adjacent thereto, including trees,

shrubs, lawns, walks, pavements, roadways, structures, utilities and any
underground structures or improvements not designated for removal,
relocation or replacement in the contract documents.

27.2. The Design-Build Firm shall comply with all applicable codes, laws, ordinances,
rules and regulations of any public body having jurisdiction for the safety of persons or property
or to protect them from damage, injury or loss. The Design-Build Firm shall erect and maintain
all necessary safeguards for such safety and protection. The Design-Build Firm shall notify
owners of adjacent property and of underground structures and improvements and utility owners
when prosecution of the Work may affect them, and shall cooperate with them in the protection,
removal, relocation or replacement of their property. Design-Build Firm's duties and
responsibilities for the safety and protection of the Work shall continue until such time as the
Work is completed and final acceptance of same by County has occurred.

27.3. The Design-Build Firm shall designate a responsible representative at the Project
site whose duty shall be the prevention of accidents. This person shall be Design-Build Firm's
superintendent unless otherwise designated in writing by the Design-Build Firm to the County.

27.4. The Design-Build Firm shall adhere at all times to the minimum safety guidelines
for 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 a preconstruction
conference with the County to discuss the Progress Schedule, procedures for handling shop
drawings and other submittals, and for processing Applications for Payment, and to 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 County with respect to the
Project, when directed to do so by County. Design-Build Firm shall have its subcontractors and
suppliers attend all such meetings (including the preconstruction conference) as may be directed
by the County.
 EXHIBIT B
PERFORMANCE AND PAYMENT BOND

BOND NO. __________

PERFORMANCE BOND

KNOW ALL MEN BY THESE PRESENTS: That

______________________________________________________________________________________________
_____________________________________________________________________________________
(Insert name, address, and phone number of contractor), as Principal, and
______________________________________________________________________________________________
___________________________________________________________________________________________,
(Insert full name, home office address and phone number of surety) as Surety, are held and firmly bound unto the
Board of County Commissioners for Escambia County, Florida, 221 Palafox Place, Pensacola, Florida 32597-1591,
(850) 595-4900, as Obligee in the sum of
_____________________________________________________________________________________________
Dollars ($__________), for the payment whereof we bind ourselves, our heirs, executors, personal representatives,
successors and assigns, jointly and severally, firmly by these present.
WHEREAS, Principal has entered into a contract dated as of the _____ day of__________, 20____, with Obligee for
Contract No.________,______________________________________________________
__________________________________________________________________________________
______________________________________________________________________________________
(Insert name of project, including legal description, street address of property and general description of improvement)
in accordance with drawings and specifications, which contract is by reference made a part hereof, and is hereinafter
referred to as the Contract.
THE CONDITION OF THIS BOND is that if Principal:
1. Performs the Contract at the times and in the manner prescribed in the Contract; and

2. Pays Obligee any and all losses, damages, costs and attorneys' fees that Obligee sustains because of
any default by Principal under the Contract; and

3. Performs the guarantee of all work and materials furnished under the Contract applicable to the work
and materials, then this bond is void; otherwise it remains in full force; and

4. Principal understands and agrees that this bond shall remain in full force and effect throughout the two
(2) year warranty period after substantial completion of the work.
 The Surety, for value received, hereby stipulates and agrees that no changes, extensions of time, alterations or
additions to the terms of the Contract or other work to be performed hereunder, or the specifications referred to therein
shall in anywise affect its obligation under this bond, and it does hereby waive notice of any such changes, extensions
of time, alterations or additions to the terms of the Contract or to work or to the specifications.

This instrument shall be construed in all respects as a common law bond.

In no event will the Surety be liable in the aggregate to Obligee for more than the penalty sum of this
Performance Bond, regardless of the number of suits that may be filed by Obligee.

IN WITNESS WHEREOF, the above parties have executed this instrument this _____ day of
__________________________, 20____, the name and corporate seal of each corporate party being hereto affixed
and these premises duly signed by its undersigned representative, pursuant to authority of its governing body.

Signed, sealed and delivered

in the presence of: PRINCIPAL:
____________________________________________
_________________________________ By:_________________________________________
Name:______________________________________
_________________________________ Its:__________________________________________
Witnesses as to Principal

STATE OF ____________________
COUNTY OF __________________

The foregoing instrument was acknowledged before me this _____ day of ____________________, 20____,
by _____________________________, as __________________, of _________________________________, a
________________ corporation, on behalf of the corporation. He/she is personally known to me OR has produced
________________________ as identification and did (did not) take an oath.

My Commission Expires: _________________________________________

(Signature)
Name:_____________________________________
(Legibly Printed)

(AFFIX OFFICIAL SEAL) Notary Public, State of _________________________

Serial No., If Any: ____________________________

ATTEST: SURETY:____________________________________
(Printed Name)
____________________________________________
____________________________________________
________________________________ ____________________________________________
Witness (Business Address)
____________________________________________
________________________________ (Authorized Signature)
Witness ____________________________________________
(Printed Name)
OR

________________________________ ___________________________________________
As Attorney In Fact (Attach Power)
___________________________________________
________________________________ ___________________________________________
Witnesses ___________________________________________
(Business Address)
___________________________________________
(Printed Name)
___________________________________________
(Telephone Number)
STATE OF ________________
COUNTY OF _______________

The foregoing instrument was acknowledged before me this _____ day of ____________________, 20____
by ______________________________, as _______________ of ___________________________________ as
Surety, on behalf of Surety. He/she is personally known to me OR has produced ______________________ as
identification and did (did not) take an oath.
My Commission Expires: _________________________________________
(Signature)
Name:_____________________________________
(Legibly Printed)
(AFFIX OFFICIAL SEAL) Notary Public, State of ________________
Serial No., If Any: ____________________
 BOND NO. __________________

PAYMENT BOND

BY THIS BOND, We, ________________________________________________________

(Insert name, address and phone number of contractor)
_____________________________________________________ (hereinafter called the "Principal")

and ___________________________________________________ (hereinafter called the "Surety"),

(Insert name)
located at ___________________________________________________________, a surety insurer
(Insert address and phone number)
chartered and existing under the laws of the State of _______________ and authorized to do business

in the State of Florida, are held and firmly bound unto the Board of County Commissioners for Escambia

County, Florida, 221 Palafox Place, Pensacola, Florida 32597-1591, (850) 595-4900, (hereinafter called

the "County") in the sum of ___________________________________________ ($____________) for

payment of which we bind ourselves, our heirs, our personal representatives, our successors and our assignees,
jointly and severally.

WHEREAS, Principal and County have reached a mutual agreement relating to Contract No.________

(hereinafter referred to as the "Contract") as of __________________ (the bid award date for projects thereto)

for the purpose of ________________________________________________________________________

(Insert name of project, including legal description, street address of property and general description of improvement.)
______________________________________________________________________________________

______________________________________________________________________________________

______________________________________________________________________________________

said Contract being made a part of this Bond by this reference.

NOW, THEREFORE, THE CONDITION OF THIS BOND IS THAT IF THE PRINCIPAL:

1. Performs the contract dated ______, ______, between Principal 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 Principal with labor, materials, or supplies, used directly or indirectly by Principal in the
prosecution of the work provided for in the contract; and

3. Pays County all loses, damages, expenses, costs, and attorney’s fees, including appellate
proceedings, that the County sustains because of a default by Principal under the contract; 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.

Any action instituted by a claimant under this bond for payment must be in accordance with the notice
and time limitation provisions in Section 255.05(2), Florida Statutes.
 BE IT FURTHER KNOWN:

1. Any changes in or under the Contract and compliance or noncompliance with any formalities
connected with the said Contract or alterations which may be made in the terms of the said
Contract, or in the work to be done under it, or the giving by the County of any extension of
time for the performance of the said Contract, or any other forbearance on the part of the
County or Principal to the other, shall not in any way release the Principal and the Surety, or
either of them, their heirs, personal representatives, successors or assigns from liability
hereunder, notice to the Surety of any such changes, alterations, extensions or forbearance
being hereby waived.

2. Certain claimants seeking the protection of this Bond must timely comply with the strict
requirements set forth in Section 255.05, Florida Statutes, and as otherwise provided by law.

3. As concerns payment for labor, materials and supplies, as affects certain claimants, no legal
action shall be instituted against the Principal or Surety on this Bond after one (1) year from
the performance of labor or the completion of delivery of the materials or supplies as is
specifically mandated pursuant to Section 255.05, Florida Statutes.

THIS BOND DATED THE _____ DAY OF _________________________, 20____ (the date of issue by the
Surety or by the Surety's agent and the date of such agents power-of-attorney).

Signed, sealed and delivered

in the presence of: PRINCIPAL:
____________________________________________
_________________________________ By:_________________________________________
Name:_______________________________________
_________________________________ Its:__________________________________________
Witnesses as to Principal

STATE OF ___________________
COUNTY OF __________________

The foregoing instrument was acknowledged before me this _____ day of ____________________, 20____,
by _____________________________, as __________________, of _________________________________, a
________________ corporation, on behalf of the corporation. He/she is personally known to me OR has produced
________________________ as identification and did (did not) take an oath.
My Commission Expires: _________________________________________
(Signature)
Name:_____________________________________
(Legibly Printed)
(AFFIX OFFICIAL SEAL) Notary Public, State of ________________
Serial No., If Any: ____________________
ATTEST: SURETY:____________________________________
(Printed Name)
____________________________________________
____________________________________________
________________________________ ____________________________________________
Witness (Business Address)
____________________________________________
________________________________ (Authorized Signature)
Witness ____________________________________________
(Printed Name)

OR

________________________________ ___________________________________________
As Attorney In Fact (Attach Power)
___________________________________________
________________________________ ___________________________________________
Witnesses ___________________________________________
(Business Address)
___________________________________________
(Printed Name)
___________________________________________
(Telephone Number)
STATE OF ________________

COUNTY OF _______________

The foregoing instrument was acknowledged before me this _____ day of ____________________, 20____,
by ______________________________, as _______________ of ___________________________________ as
Surety, on behalf of Surety. He/she is personally known to me OR has produced ______________________ as
identification and did (did not) take an oath.

My Commission Expires: _________________________________________

(Signature)
Name:_____________________________________
(Legibly Printed)
(AFFIX OFFICIAL SEAL) Notary Public, State of ________________
Serial No., If Any: ____________________
 EXHIBIT “C”

INSURANCE AND SAFETY

INSURANCE - BASIC COVERAGES REQUIRED

The Design-Build Firm shall procure and maintain the following described insurance,
except for coverages specifically waived by the County. Such policies shall be from
insurers with a minimum financial size of VII according to the latest edition of the AM Best
Rating Guide. An A or better Best Rating is "preferred"; however, other ratings if "Secure
Best Ratings" may be considered. Such on policies shall provide coverages for any or all
claims which may arise out of, or result from, the services, work and operations carried
out pursuant to and under the requirements of the Contract Documents, whether such
services, work and operations be by the Design-Build Firm, its employees, or by
subcontractor(s), or anyone employed by or under the supervision of any of them, or for
whose acts any of them may be legally liable.

The Design-Build Firm shall require, and shall be responsible for assuring throughout the
time the Agreement is in effect, that any and all of its subcontractors obtain and maintain
until the completion of that subcontractor’s work, such of the insurance coverages
described herein as are required by law to be provided on behalf of their employees and
others.

The required insurance shall be obtained and written for not less than the limits of liability
specified hereinafter, or as required by law, whichever is greater.

These insurance requirements shall not limit the liability of the Design-Build Firm. The
County does not represent these types or amounts of insurance to be sufficient or
adequate to protect the Design-Build Firm’s interests or liabilities, but are merely
minimums.

Except for workers compensation and professional liability, the Design-Build Firm’s
insurance policies shall be endorsed to name Escambia County as an additional insured
to the extent of its interests arising from this agreement, contract or lease.

The Design-Build Firm waives its right of recovery against the County, to the extent
permitted by its insurance policies.

The Design-Build Firm’s deductibles/self-insured retentions shall be disclosed to the

County and may be disapproved by the County. They shall be reduced or eliminated at
the option of the County. The Design-Build Firm is responsible for the amount of any
deductible or self-insured retention.

Insurance required of the Design-Build Firm or any other insurance of the Design-Build
Firm shall be considered primary, and insurance of the County, if any, shall be considered
excess, as may be applicable to claims obligations, which arise out of this agreement,
contract or lease.

Workers Compensation Coverage

The Design-Build Firm shall purchase and maintain workers compensation insurance for
all workers compensation obligations imposed by state law and with employers liability
limits of at least $100,000 each accident and $100,000 each employee/$500,000 policy
limit for disease, or a valid certificate of exemption issued by the state of Florida, or an
affidavit in accordance the provisions of Florida Workers Compensation law.

Design-Build Firm shall also purchase any other coverages required by law for the benefit
of employees.

General, Automobile And Excess Or Umbrella Liability Coverage

The Design-Build Firm shall purchase and maintain coverage on forms no more restrictive
than the latest editions of the Commercial General Liability and Business Auto policies of
the Insurance Services Office.
Minimum limits of $1,000,000 per occurrence for all liability must be provided, with excess
or umbrella insurance making up the difference, if any, between the policy limits of
underlying policies (including employers liability required in the Workers Compensation
Coverage section) and the total amount of coverage required.

General Liability Coverage - Occurrence Form Required

Coverage A shall include bodily injury and property damage liability for premises,
operations, products and completed operations, independent Design-Build Firms,
contractual liability covering this agreement, contract or lease, broad form property
damage coverages, and property damage resulting from explosion, collapse or
underground (x,c,u) exposures.

Coverage B shall include personal injury.

Coverage C, medical payments, is not required.

The Design-Build Firm is required to continue to purchase products and completed

operations coverage, at least to satisfy this agreement, contract or lease, for a minimum
of three years beyond the County’s acceptance of renovation or construction projects.

Business Auto Liability Coverage

Business Auto Liability coverage is to include bodily injury and property damage arising
out of ownership, maintenance or use of any auto, including owned, non-owned and hired
automobiles and employee non-ownership use.

Excess or Umbrella Liability Coverage

Umbrella Liability insurance is preferred, but an Excess Liability equivalent may be
allowed. Whichever type of coverage is provided, it shall not be more restrictive than the
underlying insurance policy coverages. Umbrella coverage shall drop down to provide
coverage where the underlying limits are exhausted.
Evidence/Certificates of Insurance
Required insurance shall be documented in Certificates of Insurance. If and when
required by the County, Certificates of Insurance shall be accompanied by documentation
that is acceptable to the County establishing that the insurance agent and/or agency
issuing the Certificate of Insurance has been duly authorized, in writing, to do so by and
on behalf of each insurance company underwriting the insurance coverages(s) indicated
on each Certificate of Insurance.

New Certificates of Insurance are to be provided to the County at least 30 days prior to
coverage renewals. Failure of the Design-Build Firm to provide the County with such
renewal certificates may be considered justification for the County to terminate this
agreement, contract or lease.

Certificates should contain the following additional information.

1. Indicate that Escambia County is an additional insured on the general

liability policy.
2. Include a reference to the project and the Office of Purchasing number.
3. Disclose any self-insured retentions in excess of $1,000.
4. Designate Escambia County as the certificate holder as follows:
Escambia County
Attention:
Office of Purchasing
P.O. Box 1591
Pensacola, FL 32597-1591
Fax (850) 595-4805
5. Indicate that the County shall be notified at least 30 days in advance of
cancellation.

Receipt of certificates or other documentation of insurance or policies or copies of policies

by the County, or by any of its representatives, which indicate less coverage than
required does not constitute a waiver of the Design-Build Firm’s obligation to fulfill the
insurance requirements herein.

If requested by the County, the Design-Build Firm shall furnish complete copies of the
Design-Build Firm’s insurance policies, forms and endorsements, and/or such additional
information with respect to its insurance as may be requested.

For Commercial General Liability coverage the Design-Build Firm shall, at the option of
the County, provide an indication of the amount of claims payments or reserves
chargeable to the aggregate amount of liability coverage.

ENDORSEMENTS/ADDITIONAL INSURANCE

The County requires the following endorsements or additional types of insurance.

COMMERCIAL GENERAL LIABILITY COVERAGE PROJECT AGGREGATE
Because the Commercial General Liability form of coverage includes an annual
aggregate limitation on the amount of insurance provided, a separate project aggregate
limit of $1,000,000 is required by the County for this agreement or contract.

PROFESSIONAL LIABILITY/MALPRACTICE/ERRORS OR OMISSIONS INSURANCE

The Design Build Firm shall purchase and maintain Professional Liability or malpractice or
errors or omissions insurance coverage with a minimum limit of $1,000,000, except where
the estimated construction contract price for the project described in the Agreement is
greater than $5 Million dollars, the minimum limit of professional liability coverage shall be
equal to 25% of the estimated construction contract price for the project. Said coverage
shall be continuously maintained and in effect for a period of not less than five (5) years
from the effective date of this Agreement. The policy limit of liability shall not include legal
fees and other defense costs. If a claims made form of coverage is provided, the
retroactive date of coverage shall be no later than the effective date of this Agreement
and shall not be advanced.

If at any time during the aforementioned policy period there should be a cancellation, non-
renewal, or lapse in coverage, professional liability coverage shall be extended for the
remainder of the five year period with a supplemental extended reporting period (SERP)
endorsement to take effect upon expiration of the policy period referenced above. The
limits of liability applicable to the SERP coverage shall be equal to the limits of liability
applicable to the policy referenced above and to which the endorsement attaches.
MINIMUM PROJECT SAFETY REQUIREMENTS

The following safety requirements represent the minimum condition, which shall be met
by all Design-Build Firms and subcontractors performing work for Escambia County:
Reported or observed violations of Federal and State laws and regulations, or County
ordinances shall be brought to the attention of the County project manager and County’s
Department of Safety and Risk Services and shall be immediately corrected by the
Design-Build Firm. Additionally, the County may order work to be stopped if conditions
exist that present immediate danger to persons or property. The Design-Build Firm
acknowledges that any such stoppage will not shift responsibility for any damages from
the Design-Build Firm to the County. Failure to comply with required safety procedures
shall result in the suspension of the Work of the Design-Build Firm until such time as his
operations are brought into compliance. Items which are not corrected or that are
disputed by the Design-Build Firm may be referred by the County’s Department of Safety
and Risk Services for inspection or interpretation. The Design-Build Firm shall take
reasonable precautions for work place safety and shall provide reasonable protection to
prevent damage, injury, or loss to employees on the work site and to other persons who
may be affected by the Work.

(1) Prior to the commencement of the project, the Design-Build Firm and all
subcontractors shall provide to the County a written copy of their respective safety
and health plans for review as part of the pre-submittal bid package.

(2) The Design-Build Firm shall establish and maintain an access control system at
the work site, including a daily sign-in log, for all visitors, including County and
regulatory personnel. Prior to commencement of construction, the project
manager may designate specific individuals for routine access so that their duties
are not impeded. All visitors that are not pre-approved for admittance shall be
escorted through the project by either a Design-Build Firm representative or by the
project manager or designee.

(3) The Design-Build Firm shall provide all necessary safety equipment for County
staff, employees, and visitors to enter the work site. This equipment may include
hard hats, hearing protection, safety glasses, or any other safety items deemed
necessary by the Design-Build Firm or required by State or Federal safety
regulations.

(4) Construction vehicles on the work site shall always be operated in a safe manner.
The Design-Build Firm shall take appropriate action to ensure the safety of County
staff, visitors, and the general public while operating work vehicles at a “controlled”
construction site. Where conditions warrant, or at the request of the County,
temporary barriers shall also be established for these traffic areas.

(5) The Design-Build Firm shall prominently mark the work site and ensure its security.
Site security shall include appropriate fencing, barricades, warning tape, covered
walkways and warning signs. In no instance shall a work site be accessible,
without obvious warning, to County staff, visitors, or the general public. At a
 minimum, the project site shall be posted with the appropriate trespass warning
signs as specified in Section 810.09(2)(d), Florida Statutes: THIS AREA IS A
DESIGNATED CONSTRUCTION SITE; ANYONE TRESPASSING ON THIS
PROPERTY SHALL, UPON CONVICTION, BE GUILTY OF A FELONY; “A
DANGER, CONSTRUCTION SITE. AUTHORIZED PERSONNEL ONLY,” and
other general safety warning signs, i.e., “HARD HAT AREA,” as are deemed
necessary by the Design-Build Firm and project manager.

(6) In the event barricading of a work site is not feasible, alternative measures may be
used upon prior approval by the County safety Office. Alternative measures may
include, but are not limited to, working during “off ‘hours such as nights, weekends,
or holidays, or the providing of temporary accommodations for building occupants
(to be prearranged, if necessary, at the discretion of the County).

(7) The Design-Build Firm shall ensure compliance with all fire safety codes at the
work site, especially as to egress, during the construction phase of an occupied
facility. In no instance, (except where impractical and with the prior approval of the
County’s Department of Safety and Risk Services and the appropriate life safety
code inspector), shall the life safety code components of an occupied facility be
reduced or otherwise compromised.

A set of these construction plans, with a signature of approval by the appropriate

life safety code inspector, shall be kept at each construction site and available for
routine inspection. The Design-Build Firm shall communicate with each
subcontractor and County’s Department of Safety and Risk Services as to
scheduling of events that may pose hazards or inconveniences to building
occupants. The Design-Build Firm shall also ensure that appropriate scheduling
information is also conveyed to the project manager.

 When a project alters a building’s fire protection compartment features,

such as fire barriers, smoke barriers, or corridor walls, exits must provide
free and unobstructed egress. Employees shall receive notice if any
alternative exits have been designated. Buildings or areas under
construction must maintain escape egress for construction workers at all
times. These means of egress shall be inspected daily by the Design-Build
Firm.

 When a project affects fire alarms, fire detection, or fire suppression

systems, of a building that is occupied, the Design-Build Firm must ensure
that such systems are not functionally impaired. Any temporary systems,
which are installed, must be inspected and tested monthly by the Design-
Build Firm. Employees must be notified when such temporary systems are
in place.

 When any sources of ignition are present, such as welding torches, smoking
by all persons shall be prohibited on any construction site and in any County
facility.
(8) Noise, dust, and the use of chemical products may create inside health hazards at
the work site to building occupants requiring that the Design-Build Firm to adhere
to the following guidelines at a minimum:

(a) The Design-Build Firm shall initiate construction and engineering safety
controls to minimize exposure of dusts, noise, and chemical odors to
building occupants. These controls may involve the construction or use of
temporary walls, plastic barriers, mechanical ventilation, elimination of
make-up air returns from work areas, pressurizing occupied areas, or a
combination of several methods. The Design-Build Firm shall coordinate all
such engineering efforts with the project manager, and these control
measures shall require prior approval by the County’s Department of Safety
and Risk Services. In cases where these efforts may not be feasible,
alternative work schedules on evenings and weekends may be instituted as
a part of this process.

(b) Material Safety Data Sheets (MSDS) shall be provided to the County’s
Department of Safety and Risk Services for all hazardous substances used
on the project or brought on the job site. These products include, but are
not limited to, paints, solvents, roofing compounds, and cleaning
compounds.

(c) Appropriate precautions shall be taken to prevent occupant exposure to

hazardous respirable dusts, contaminants, and fumes from welding, cutting,
or drilling of concrete and masonry, or the operation of internal combustion
engines. The Design-Build Firm shall also determine whether respirable
crystalline silica, which is a potential carcinogen contained in many building
products, is present at the work site. Control of dusts from these types of
products and operations shall be an essential safety requirement for the
Design-Build Firm.

(d) The Design-Build Firm should be aware of other buildings adjacent to his
work areas and shall be prepared to take necessary actions to prevent the
spread of dusts and fumes to those facilities.

(9) The Design-Build Firm shall ensure that all emergency notifications, including
those for fires and medical needs, shall be promptly made by dialing County 911
dispatchers. The Caller should state the exact location of the work site
emergency, the nature of the emergency, and specifically indicate if medical or fire
services are needed.
(10) The Design-Build Firm agrees and understands that all County
construction/renovation sites shall be subject to periodic inspection by life safety
code inspectors, Florida Department of Labor and Employment Security, Division
of Safety, Occupational Safety and Health Administration, Florida Department of
Environmental Protection, Environmental Protection Agency, and other Federal,
State, or County regulatory agencies.

(11) The Design-Build Firm shall provide adequate refuse containers for the disposal of
construction debris. Refuse shall not be allowed to accumulate on the project site
grounds, and the Design-Build Firm shall ensure that these containers are
subsequently emptied on a regular basis.

(12) Water runoff and soil erosion from the project site shall be controlled by the
Design-Build Firm pursuant to the regulations of the Florida Department of
Environmental Protection.

(13) Water-based paint and stain products shall be used by the Design-Build Firm in
the place of solvent-based products where the application so permits. Use of
organic solvent-based products shall be used only where absolutely necessary
and with the prior approval of the project manager. Lead-containing paints shall
not be normally used or specified for any application. If the use of lead-containing
paint is essential for a specific application, prior written approval from the County’s
Department of Safety and Risk Services shall be obtained before their use.

(14) The use of any products containing toxic metals, especially those regulated by
Resource Conservation and Recovery Act (RCRA), (i.e. lead, chromium, barium,
silver, arsenic, cadmium, mercury, selenium), on the work site shall be avoided.
Prior written approval for use of these metals shall be obtained by the Design-Build
Firm from the County’s Department of Safety and Risk Services.

(15) The use of any radioactive materials by the Design-Build Firm on project sites shall
require pre-approval. Copies of appropriate certifications, licenses, testing, and
inspection records shall be provided by the Design-Build Firm to the project
manager and County’s Department of Safety and Risk Services for review.

(16) The County contracts out the identification and abatement of asbestos containing
building materials. Asbestos abatement can only be performed by state licensed
asbestos abatement Design-Build Firms. General Design-Build Firms, therefore,
shall not be authorized to remove or disturb any asbestos containing materials.
Although efforts are made to identify or remove such asbestos containing materials
prior to renovations, the possibility exists that asbestos materials may be
encountered at a work site. If so, Design-Build Firms who encounter such
materials shall immediately stop work and notify the project manager and the
County’s Department of Safety and Risk Services.

(17) The above-cited guidelines represent minimum expectations and actions, which
shall be taken by Design-Build Firms while under contract for County construction
and renovation projects. These guidelines are not all inclusive and will be revised
as necessary. In the event these guidelines conflict with other contract
documents, the most stringent application shall apply. Any questions or disputes
should be brought to the immediate attention of the project manager and County’s
Department of Safety and Risk Services.
 EXHIBIT “D”

RELEASE AND AFFIDAVIT

COUNTY OF ESCAMBIA
STATE OF FLORIDA

Before me, the undersigned authority, personally appeared

____________________________, who after being duly sworn, deposes and says:
(1) In accordance with the Contract Documents and in consideration of
$_____________ paid, _______________________ ("Design-Build Firm") releases and waives
for itself and its subcontractors, materialmen, successors and assigns, all claims demands,
costs and expenses, whether in contract or in tort, against the Board of County Commissioners
of Escambia County, Florida, ("County") relating in any way to the performance of the
Agreement between Design-Build Firm and County dated __________________, 20____, for
the period from ___________________ to _____________________.
(2) Design-Build Firm certifies for itself and its subcontractors, materialmen,
successors and assigns, that all charges for labor, materials, supplies, lands, licenses and other
expenses for which County might be sued or for which a lien or a demand against any payment
bond might be filed, have been fully satisfied and paid.
(3) Design-Build Firm agrees to indemnify, defend and save harmless County from all
demands or suits, actions, claims of liens or other charges filed or asserted against the County
arising out of the performance by Design-Build Firm of the Work covered by this Release and
Affidavit.
(4) This Release and Affidavit is given in connection with Design-Build Firm's
(monthly/final)
Application for Payment No. _____.
DESIGN-BUILD FIRM:

_________________________________________
________________________________ By:_________________________________________
Its:_____________________________ President
________________________________ Date:________________________________ ____
Witnesses

[Corporate Seal]
STATE OF FLORIDA

COUNTY OF ESCAMBIA

The foregoing instrument was acknowledged before me this _____ day of

____________________, 20___, by _____________________________, as
_________________ of _____________________________________, a _________________
corporation, on behalf of the corporation. He/she is personally known to me OR has produced
____________________ as identification and did (did not) take an oath.

My Commission Expires: ______________________________________

(Signature)

Name:________________________________
(Legibly Printed)

(AFFIX OFFICIAL SEAL) Notary Public, State of ________________

Serial No., If Any:____________________
 EXHIBIT “E”

FORM OF CONTRACT APPLICATION FOR PAYMENT

AIA DOCUMENT #G702, 1992 EDITION

 EXHIBIT “F”

CONSTRUCTION CHANGE ORDER

Change Order Number ______ Contract Number PD _______________

Date: ____________________ Dated ______ ______________________

To: ____________________
____________________
____________________
____________________

Project Name: ____________________________________________

You hereby are authorized and directed to make the following changes in accordance
with terms and conditions of the Agreement:
Describe changes here;

Dollars Time in Calendar Days

Original Contract Amount $
Sum of Previous Changes $
This Change Order $
------------------------------
Adjusted Agreement Amount $

The contract substantial completion date will be increased/decreased by ___ calendar

days due to this Change Order. The new contract substantial completion date is
__________________. Your acceptance of this Change Order shall constitute a
modification to our Agreement and will be performed subject to all the same terms and
conditions in our Agreement indicated above, as fully as if the same were repeated in
this acceptance.

The adjustment, if any, to this Agreement shall constitute a full and final settlement of
any and all claims arising out of or related to the change set forth herein, including
claims for impact and delay cost.

The Contract Administrator has directed the Design-Build Firm to increase the penal
sum of the existing Performance and Payment Bonds or to obtain additional bonds on
the basis of a $25,000.00 or greater value Change Order.
Check if applicable and provide written confirmation from the bonding company/agent
(attorney-in-fact) that the amount of the Performance and Payment bonds have been
adjusted to 100% of the new contract amount.

55
Accepted: _______________________, 20___

By: _____________________________
Design/Build Firm
By: _____________________________
Arcitect/Engineer
By: _____________________________
Owner
 EXHIBIT “G”

OWNER DIRECT PURCHASES

SUPPLEMENTARY CONDITIONS

[FORM OF0205]

EXHIBIT “H”
 CONTRACT DEFINITIONS

Defined Terms

Wherever used in the Contract Documents, the following terms have the meanings
indicated which are applicable to both the singular and plural thereof:

1. Agreement – The written contract between OWNER and DESIGN/BUILDER

covering the Work; other Contract Documents are attached to or referred in the
Agreement. All such documents shall be deemed to be a part of the Agreement for
all purposes.

2. Architect & Engineer – A duly licensed individual or entity designated by

DESIGN/BUILDER to perform or furnish specified Design Professional Services in
connection with the Work.

3. Asbestos – Any material that contains more than one percent asbestos and is
friable or is releasing asbestos fibers into the air above current action levels
established by the United States Occupational Safety and Health Administration.

4. Bonds – Performance and Payment Bonds and other instruments of security.

5. Cash Flow Projection – A schedule prepared by DESIGN/BUILDER estimating that

portion of the Contract Price to be due during each month of performance.

6. Change Order – A written order issued by OWNER which orders minor changes in
the Work for which prices for the items of work are previously established by the
Contract Documents, but which does not involve a change in the physical limits of
the work or the Contract Time.

7. Construction – The process of performing the Work and the final end product of
that process. This term may also refer to portions of the final end product. The
terms construct and constructing and other similar variations of those terms also
refer to Construction as defined herein. The term construction shall not be
deemed to include the performance of Design Professional Services.

8. Construction Phase Fee – The compensation to be paid to the Design-Build Firm

during the Construction Phase and include:

8.1 Salaries or other compensation of the Design-Build Firm’s employees

assigned to the project at its principal office and branch offices.
8.2 The Design-Build Firm’s personnel assigned during the Construction Phase,
their duties, and responsibilities to this Project, and the duration of their
assignments are shown on “Exhibit N”. Such personnel shall not be replaced
 without prior written consent of the Owner, which shall not be unreasonably
withheld.
8.3 General operating expenses related to this Project of the Design-Build Firm’s
principal and branch offices.
8.4 The costs of all data processing staff.
8.5 Salaries or other compensation of the Design-Build Firm’s employees
assigned to the project at the job site. The Design-Build Firm’s personnel to
be assigned to the site during the Construction Phase under the job site
management and supervision fee, their duties, responsibilities, and the
duration of their assignments are shown on “Exhibit N”.
8.6 General operating expenses incurred in the management and supervision of
the Project, except direct costs, defined as Direct Costs to the Project and as
defined in Paragraph 27 below.
8.7 Job office supplies including paper, pencils, paper clips, file folders, staples,
etc., and janitorial supplies (photo copy or blue print paper not included).
8.8 Owner direct tax savings purchase program.
8.9 The costs resulting from the services provided by the architects and engineers
during the Construction Phase.

9. Contract Amount – The amount specified in Agreement Declarations, Section 3 of

the Agreement as the same may be changed from time to time pursuant to the
terms and conditions of this agreement.

10. Contract Documents – The documents as are listed under Agreement

Declarations, Section 1 of the Agreement.

11. Contract Time – The time stated in “Exhibit O”, the Agreement to achieve
Substantial completion, and to finally complete the Work so that it is ready for final
payment in accordance with article 19.1 of these General Conditions.

12. Defective – An adjective which when modifying the term Construction refers to
Construction that is unsatisfactory, faulty or deficient, in that it does not conform to
the Contract Documents, or does not meet the requirements of any inspection,
reference standard, test, or approval referred to in the Contract Documents, or has
been damaged prior to OWNER’s final payment (unless responsibility for the
protection thereof has been assumed by OWNER as of the time of damage
pursuant to the Terms and Conditions of the Contract Documents).

13. Design/Build Firm – The individual or entity with whom OWNER has entered into
the Agreement as indicated in the Agreement.

14. Design Criteria Package – The drawings and specifications and/or other graphic or
written materials, criteria and information concerning OWNER’s requirements for
the Project, such as design objectives and constraints, space, capacity and
performance requirements, flexibility and expandability, which show or describe the
character and scope of, or relate to, the Work to be performed or furnished and
 which have been prepared by or for OWNER.

15. Direct Costs to the Project –

15.1 Wages paid for labor (as opposed to wages paid for management or
supervisory personnel) in the direct employ of “Contractor” in the
performance of “The Work” and the associated overhead per this
agreement.
15.2 Cost of all materials, supplies, and equipment incorporated in the Project,
including cost of transportation and storage thereof.
15.3 Payments to Subcontractors for performance of services required in the
construction of the Project.
15.4 Costs, including maintenance and transportation of all equipment,
temporary facilities and hand tools not owned by the Contractor, which are
employed or consumed in the performance of “The Work”.
15.5 Rental charges on all necessary machinery and equipment, exclusive of
hand tools, used at the Project site and required for performance of “The
Work”.
15.6 Premium costs for all insurance and all bonds that the Contractor is required
to procure per this agreement.
15.7 Taxes, sales, use gross receipts or similar taxes related to allowable direct
costs to the Project.
15.8 Minor expenses at the site to be billed at cost, i.e., postage, telephone
service, and similar petty cash items required by the Project.
15.9 Costs for trash and debris control and removal from the site.
15.10 Costs incurred due to an emergency affecting the safety of persons or
property at the site.
15.11 Costs for temporary facilities during construction as required by the Project.
15.12 Upon completion of “The Work” the Design-Build Firm shall provide the
required number of “as built” drawings.
15.13 Reserve for Casualty loss. A sum shall be included in the Construction
Contingency fee to protect the Work in the event of uncompensated loss. In
the event this sum is not needed, it shall be returned to the Owner at the
time of the issuance of the Certificate of Occupancy.
15.14 Owner’s reserve, which shall be defined as a sum of money owned by and
under the control of the Owner for use as deemed necessary by the Owner
for the Work.

16. Drawings – Those portions of the Contract Documents prepared by or for

Design/Builder and approved by OWNER consisting of drawings, diagrams,
illustrations, schedules and other data which show the scope, extent, and
character of the work.

17. Effective Date of the Agreement – The date indicated in the Agreement on which it
becomes effective, but if no such date is indicated it means the date on which the
Agreement is signed and delivered by the last of the two parties to sign and
 deliver.

18. Final Completion – The time at which all Construction and all Work has been fully,
finally, and properly completed in accordance with the Contract Documents and all
other duties, responsibilities, and obligations have been performed so as to entitle
the DESIGN/BUILDER to submit a bill or invoice for final payment in accordance
with article 19.1 of these General Conditions. The terms finally complete and
finally completed also refer to Final Completion.
19. Guaranteed Maximum Price (GMP) – The total maximum cost to the County for the
Work performed by the Design-Build Firm including the Preconstruction Phase
Fee, the Construction Phase Fee, Overhead and Profit, and the Direct Costs.

20. Invoice or Bill – The form which is to be used by DESIGN/BUILDER in requesting

progress or final payments and which is to be accompanied by such supporting
documentation as is required by the Contract Documents.

21. Laws and Regulations; Law or Regulations – Any and all applicable laws rules,
regulations, ordinances, codes and orders of any and all governmental bodies,
agencies, authorities and courts having jurisdiction.

22. Milestone – An event specified in the Contract Documents relating to an

intermediate completion date or time prior to Substantial Completion of all the
Work which the DESIGN/BUILDER is required to meet. Time shall be of the
essence as to any Milestone.

23. Notice of Proceed – A written notice given by OWNER to DESIGN/BUILDER

authorizing the Work to begin and fixing the date on which the Contract Time will
Commence to run.

24. Overhead and Profit for the Construction Phase - The compensation paid to the
Contractor for the overhead, profit and general expenses as negotiated and agreed
upon by the Owner, related to the construction phase of the Project, except those
expenses expressly included in the Direct Costs of the Project and included in
Section 4(B). Payment shall be made proportionally to the ratio of the Cost of the
Work in place, and less retainage, as it bears on the GMP. The balance of the
Overhead and Profit shall be paid when construction of the Project is finally
completed.

25. OWNER – The public body, or authority, individual or entity with whom
DESIGN/BUILDER has entered into the Agreement and for whom the Work is to
be provided as indicated in the Agreement.

26. OWNER’s Consultant – An individual or entity having a contract with OWNER to

furnish services as OWNER’s consultant with respect to the Project.

27. OWNER’s Representative – A person designated to act as OWNER’s

 representative with respect to DESIGN/BUILDER’s performance of the Work.
Such person shall have complete authority to transmit instructions, receive
information, interpret and define OWNER’s policies, and make decisions with
respect to performance of the Work.

28. Partial Utilization – Use by OWNER of a substantially completed part of the Work
for the purpose for which it is intended (or a related purpose) prior to Substantial
Completion of all the Work.

29. Petroleum – Petroleum, including crude oil or any fraction thereof which is liquid
at standard conditions of temperature and pressure (60 degrees Fahrenheit and
14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge,
oil refuse, gasoline, kerosene, and oil mixed with other non-Hazardous Wastes
and crude oils.

30. Preconstruction Phase Fee – The compensation to be paid to the Design-Build

Firm for services performed during the Preconstruction Phase and include:

30.1 Salaries or other compensation of the Design-Build Firm’s employees for

services provided.
30.2 The costs resulting from the services provided by the architects and
engineers during the Preconstruction Phase.
30.3 Costs of other services directly related to the Project.
30.4 The Overhead and Profit related to the Preconstruction Phase.

31. Project – The entire undertaking of the OWNER, identified by OWNER as indicated
in the exhibits of the Agreement, of which the Construction to be provided under
the Contract Documents may be the whole, or a part as may be indicated
elsewhere in the Contract Documents.

32. Schedule of Values – A schedule prepared by DESIGN/BUILDER and accepted by

OWNER which divides the Work into various major components, units, or divisions
and which assigns a portion of the Contract Price to each of such components,
units or divisions.

33. Site – The real property or other areas designated in the Contract Documents as
being furnished by OWNER for the performance of the Construction, storage, or
access.

34. Specifications – Those portions of the Contract Documents consisting of written

technical descriptions of materials, equipment, construction systems, standards
and workmanship as applied to the Construction and certain administrative details
applicable thereto.

35. Submittal – A written or graphic document prepared by or for DESIGN/BUILDER

which is required by the Contract Documents to be submitted to OWNER by
 DESIGN/BUILDER. Submittal may include, but are not necessarily limited to
Drawings, Specifications, Progress Schedules Shop Drawings, Samples, Cash
Flow Projections, and Schedules of Values. Submittals other than Drawings and
Specifications are not Contract Documents.

36. Substantial Completion – The time at which the Construction has progressed and
the Work has been completed to the point where it is sufficiently complete, in
accordance with the Contract Documents, so that the Construction can be
effectively and efficiently utilized for the purposes for which it is intended without
any material impairment of function. The terms substantially complete and
substantially completed refer to Substantial Completion. The term Substantial
Completion may be used in the Contract Documents in reference to a particular
portion of the construction in which case the term will be applied as defined above
only to that portion of the Construction; otherwise it shall be deemed to refer to the
total Construction.

37. Supplementary Conditions – The part of the Contract Documents which amends or
supplements these General Conditions.

38. Work – All labor, materials, equipment and incidentals required to fully, finally and
properly complete the Construction and otherwise fully, finally and properly comply
with all terms and conditions of the Contract Documents.
 EXHIBIT “I”

[Design Criteria Package]

 EXHIBIT “J”

Schedule of Project Fees

A) Preconstruction Phase Fee

Pursuant to Section 4(a) the design phase fee for PD 06-07.032 for the
performance of design services for [Project or Projects]

Shall be the amount of $

And shall be paid in monthly payments of $

Final payment of $

Payment shall be made in accordance with Exhibit A, Article 3.4 upon

approval of payment submittal by County based on schedule and
deliverables.

B) Construction Phase Fee

Pursuant to Section 4(a) the construction phase fee for PD 06-07.032 for the
Construction of [Project or Projects]

Shall be a fee of [total amount] $

Shall be paid in monthly payments and one final payment upon conclusion of
the project of $

Payment shall be made in accordance with Exhibit A, Article 3.5

Final payment of $

C) Overhead and Profit for the Construction Phase

Pursuant to Section 4© the overhead and profit and general expenses for PD
06-07.032, [Project or Projects]
shall
be $ [negotiated per design] $ [total amount] and shall be
paid in accordance with Section 4(c).
 EXHIBIT “K”

[Approved Schematic Designs/Approved Development]

[List]
 EXHIBIT “L”

[Approved GMP Drawings and Specification]

List of Drawings

List of Documents
 EXHIBIT “M”

[Preconstruction Fee Proposal]

 EXHIBIT “N”

[Design/Build Firm’s Project Personnel Roster]

 EXHIBIT “O”

[Project Schedule]
 EXHIBIT “P”

[GMP – Amount Detail]

 EXHIBIT “Q”

[Information Package – Original Solicitation]