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HomeMy WebLinkAbout2013-026 i Indian River /County Fire Station #13 Phase III Agreements 1.3 TABLE OF ARTICLES PART AGREEMENT 1 . GENERAL PROVISIONS 2 . OWNER 3 . DESIGN/BUILDER 4. TIME 5 . PAYMENTS 6 . PROTECTION OF PERSONS AND PROPERTY 7 . INSURANCE AND BONDS 8 . CHANGES IN THE WORK 9 . CORRECTION OF WORK 10 . DISPUTE RESOLUTION - MEDIATION AND ARBITRATION 11 . MISCELLANEOUS PROVISIONS 12 . TERMINATION OF THE AGREEMENT 13 , BASIS OF COMPENSATION 14. OTHER CONDITIONS AND SERVICES I i 1 �, i Z • suolje6ggo s,japl ! nq�u6!saa ay} II !jlnj o} jeppe�uftea ay} Aq papinoid seowes pue uo !loni}suoo ay} sueew ,NjoM„ w.ia} ayl Z' b ' § • £ • g uo!}oas y1!nn souep� 000e w jeumo ayl �(q panss! 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Atz �aol �` o a}E Sray} jo, ua si/upgns I pipjod a ' A}tori©O as u�i t� ipuj OJGUMO 044 N33M138 , pZ jo aeaA aye ui /taenuer ± 10 ABP PUZZN 944 10 98 apew AM33NOb SIHI § 1 .2 EXECUTION , CORRELATION AND INTENT § 1 .2. 1 It is the intent of the Owner and Design/Builder that the Contract Documents include all items necessary for proper execution and completion of the Work . The Contract Documents are complementary, and what is required by one shall be as binding as if required by all ; performance by the Design/Builder shall be required only to the extent consistent with and reasonably inferable from the Contract Documents as being necessary to produce the intended results . Words that have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings . § 1 .2 . 2 If the Design/Builder believes or is advised by the Architect or by another design professional retained to provide services on the Project that implementation of any instruction received from the Owner would cause a violation of any applicable law, the Design/Builder shall notify the Owner in writing . Neither the Design/Builder nor the Architect shall be obligated to perform any act which either believes will violate any applicable law. § 1 . 2 . 3 Nothing contained in this raft-2 Agreement shall create a contractual relationship between the Owner and any person or entity other than the Design/Builder. § 1 .3 OWNERSHIP AND USE OF DOCUMENTS § 1 . 3 . 1 The Owner hopes to use the plans, Drawings , specifications , and othef documents and electronic data furnished by the Design/Builder . The Design/Builder's Architect and other providers of professional services shall retain all common law, statutory and other reserved rights , including copyright in those instruments of service furnished by them , except the owner shall have the right to reuse the instruments for construction of additional storage building . , and ethei: dOGUFnents and eleGtreRiG data aFe fUFRished fGF use solely with FespeGt te this PaFt 2 Agreement_ The Owner shall be permitted to retain copies , including reproducible copies , of the drawings , specifications , and other documents and electronic data furnished by the Design/Builder for information and reference in connection with the Project except as provided in Sections 1 . 3 . 2 and 1 . 3 . 3 . The Owner intends that the documents , drawings , plans , specifications and electronic data are intended to be reused at some future time . Pursuant to FS 287 . 055( 10 ) , the documents and plans shall contain notice to the public that the plans are subiect to reuse . § 1 .3 .2 Drawings , specifications , and other documents and electronic data furnished by the Design/Builder shall not be used by the Owner or others on other projects , for additions to this Project or for completion of this Project by others , except by agreement in writing and with appropriate compensation to the Design/Builder, unless the Design/Builder is adjudged to be in default under this Daft-2 Agreement or under any other subsequently executed agreement . § 1 .3 .3 If the Design/Builder defaults in the Design/Builder's obligations to the Owner, the Architect shall grant a license to the Owner to use the drawings , specifications , and other documents and electronic data furnished by the Architect to the Design/Builder for the completion of the Project , conditioned upon the Owner's execution of an agreement to cure the Design/Builder's default in payment to the Architect for services previously performed and to the extent allowed by law, indemnify the Architect with regard to claims arising from such reuse without the Architect's professional involvement. 3 § 1 .3 .4 Submission or distribution of the Design/Builder's documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the rights reserved in Section 1 . 3 . 1 . ARTICLE 2 OWNER § 2 . 1 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall examine documents submitted by the Design/Builder and shall render decisions in a timely manner and in accordance with the schedule accepted by the Owner. The Owner may obtain independent review of the Contract Documents by a separate architect, engineer, contractor or cost estimator under contract to or employed by the Owner. Such independent review shall be undertaken at the Owner's expense in a timely manner and shall not delay the orderly progress of the Work . § 2 .2 The Owner may appoint an on -site project representative to observe the Work and to have such other responsibilities as the Owner and Design/Builder agree in writing . § 2 .3 The Owner shall cooperate with the Design/Builder in securing building and other permits , licenses and inspections . The Owner shall not be required to pay the fees for such permits , licenses and inspections unless the cost of such fees is excluded from the Design/Builder's Proposal . § 2 .4 The Design/Builder Own shall furnish services of land surveyors , geotechnical engineers and other consultants for subsoil , aiFand water conditions . ,n addit+en-te when such services are deemed necessary by the Design/Builder to properly carry out the design services required by this PaFt 2 Agreement . § 2 .5 The Owner shall disclose , to the extent known to the Owner, the results and reports of prior tests , inspections or investigations conducted for the Project involving : structural or mechanical systems ; chemical , air and water pollution ; hazardous materials ; or other environmental and subsurface conditions . The Owner shall disclose all information known to the Owner regarding the presence of pollutants at the Project's site . as Fnay be neGessaFy at any time feF the , ' § 2 .7 Those services , information , surveys and reports required by Sections 2 . 4 and 2 . 5 ##Few-2.6 which are within the Owner's control shall be furnished at the Owner's expense , and the Design/Builder shall be entitled to rely upon the accuracy and completeness thereof, except to the extent the Owner advises the Design/Builder to the contrary in writing . Geyemge , PGI *Gy , amendment, OF FideF, the QwneF Shall pay the additional Goat , 4 § 2 . 9 If the Owner observes or otherwise becomes aware of a fault or defect in the Work or nonconformity with the Design/Builder's Proposal or the Construction Documents , the Owner shall give prompt written notice thereof to the Design/Builder. 2 . 10 The QwneF shall , obligations under the GentFaGt, § 2. 11 The Owner shall communicate with persons or entities employed or retained by the Design/Builder through the Design/Builder, unless otherwise directed by the Design/Builder. ARTICLE 3 DESIGN/BUILDER § 3 . 1 SERVICES AND RESPONSIBILITIES § 3 . 1 . 1 Design services required by this €'-aFt2 Agreement shall be performed by qualified architects and other design professionals . The contractual obligations of such professional persons or entities are undertaken and performed in the interest of the Design/Builder. § 3 . 1 . 2 The agreements between the Design/Builder and the persons or entities identified in this PaFt 2 Agreement, and any subsequent modifications , shall be in writing . These agreements , including financial arrangements with respect to this Project, shall be promptly and fully disclosed to the Owner upon request. § 3 . 1 .3 The Design/Builder shall be responsible to the Owner for acts and omissions of the Design/Builder's employees , subcontractors and their agents and employees , and other persons , including the Architect and other design professionals , performing any portion of the Design/Builder's obligations under this PaFt 2 Agreement. § 3 .2 BASIC SERIVICES § 3 . 2 . 1 The Design/Builder's Basic Services are described below and in Article 14 . § 3 .2 .2 The Design/Builder shall designate a representative authorized to act on the Design/Builder's behalf with respect to the Project. § 3 .2 . 3 The Design/Builder shall submit Construction Documents for review and approval by the Owner. Construction Documents may include drawings , specifications , and other documents and electronic data setting forth in detail the requirements for construction of the Work , and shall : . 1 be consistent with the intent of the Design/Builder's Proposal ; . 2 provide information for the use of those in the building trades ; and . 3 include documents customarily required for regulatory agency approvals . § 3 .2 4 The Design/Builder, with the assistance of the Owner, shall file documents required to obtain necessary approvals of governmental authorities having jurisdiction over the Project. § 3 .2 .5 Unless otherwise provided in the Contract Documents , the Design/Builder shall provide or cause to be provided and shall pay for design services , labor, materials , 5 equipment, tools , construction equipment and machinery, water, heat , utilities , transportation and other facilities and services necessary for proper execution and completion of the Work , whether temporary or permanent and whether or not incorporated or to be incorporated in the Work . § 3. 2 . 6 The Design/Builder shall be responsible for all construction means , methods , techniques , sequences and procedures , and for coordinating all portions of the Work under this Paft-2 Agreement . § 3 .2 . 7 The Design/Builder shall keepthe Owner informed of the progress and quality of P 9 q tY the Work . § 3 . 2 . 8 The Design/Builder shall be responsible for correcting Work which does not conform to the Contract Documents . § 3 . 2 . 9 The Design/Builder warrants to the Owner that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents , that the construction will be free from faults and defects , and that the construction will conform with the requirements of the Contract Documents . Construction not conforming to these requirements , including substitutions not properly approved by the Owner, shall be corrected in accordance with Article 9 . § 3 . 2 . 10 The Design/Builder shall pay all sales , consumer, use and similar taxes which had been legally enacted at the time the Design/Builder's Proposal was first submitted to the Owner , and shall secure and pay for building and other permits and governmental fees , licenses and inspections necessary for the proper execution and completion of the Work which are either customarily secured after execution of a contract for construction or are legally required at the time the Design/Builder's Proposal was first submitted to the Owner. § 3 .2 . 11 The Design/Builder shall comply with and give notices required by laws , ordinances , rules , regulations and lawful orders of public authorities relating to the Project. § 3 .2 . 12 The Design/Builder shall pay royalties and license fees for patented designs , processes or products . The Design/Builder shall defend suits or claims for infringement of patent rights and shall hold the Owner harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design , process or product of a particular manufacturer is required by the Owner. However, if the Design/Builder has reason to believe the use of a required design , process or product is an infringement of a patent, the Design/Builder shall be responsible for such loss unless such information is promptly furnished to the Owner. § 3 . 2 . 13 The Design/Builder shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under this PaFt-2 Agreement. At the completion of the Work , the Design/Builder shall remove from the site waste materials , rubbish , the Design/Builder's tools , construction equipment , machinery, and surplus materials . 6 § 3 .2 . 14 The Design/Builder shall notify the Owner when the Design/Builder believes that the Work or an agreed upon portion thereof is substantially completed . If the Owner concurs , the Design/Builder shall issue a Certificate of Substantial Completion which shall establish the Date of Substantial Completion , shall state the responsibility of each party for security , maintenance , heat, utilities , damage to the Work and insurance , shall include a list of items to be completed or corrected and shall fix the time within which the Design/Builder shall complete items listed therein . Disputes between the Owner and Design/Builder regarding the Certificate of Substantial Completion shall be resolved in accordance with provisions of Article 10 . § 3 .2 . 15 The Design/Builder shall maintain at the site for the Owner one record copy of the drawings , specifications , product data , samples , shop drawings , Change Orders and other modifications , in good order and regularly updated to record the completed construction . These shall be delivered to the Owner upon completion of construction and prior to final payment. § 3 . 3 ADDITIONAL SERVICES § 3 .3 . 1 The services described in this Section 3 . 3 are not included in Basic Services unless so identified in Article 14 , and they shall be paid for by the Owner as provided in this PaFt 2 Agreement, in addition to the compensation for Basic Services . The services described in this Section 3 . 3 shall be provided only if authorized or confirmed in writing by the Owner. § 3 .3 . 2 Making revisions in drawings , specifications , and other documents or electronic data when such revisions are required by the enactment or revision of codes , laws or regulations subsequent to the preparation of such documents or electronic data . § 3 .3 . 3 Providing consultation concerning replacement of Work damaged by fire or other cause during construction , and furnishing services required in connection with the replacement of such Work . § 3 .3 .4 Providing services in connection with a heafing, arbitration proceeding or legal proceeding , except where the Design/Builder is a party thereto . § 3 .3 .5 Providing coordination of construction performed by the Owner's own forces or separate contractors employed by the Owner, and coordination of services required in connection with construction performed and equipment supplied by the Owner. § 3 .3 .6 Preparing a set of reproducible record documents or electronic data showing significant changes in the Work made during construction . § 3 .3 . 7 Providing assistance in the utilization of equipment or systems such as preparation of operation and maintenance manuals , training personnel for operation and maintenance , and consultation during operation . ARTICLE 4 TIME § 4. 1 Unless otherwise indicated , the Owner and the Design/Builder shall perform their respective obligations as expeditiously as is consistent with reasonable skill and care and the orderly progress of the Project. 7 § 4.2 Time limits stated in the Contract Documents are of the essence . The Work to be performed under this P--aFt 2 Agreement shall commence upon receipt of a notice to proceed unless otherwise agreed and , subject to authorized Modifications , Substantial Completion shall be achieved on or before the date established in Article 14 . § 4.3 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so the Owner can occupy or utilize the Work for its intended use. § 4.4 Based on the Design/Builder's Proposal , a construction schedule shall be provided consistent with Section 4 . 2 above . § 4.5 If the Design/Builder is delayed at any time in the progress of the Work by an act or neglect of the Owner, Owner's employees , or separate contractors employed by the Owner, or by changes ordered in the Work , or by labor disputes , fire , unusual delay in deliveries , adverse weather conditions not reasonably anticipatable , unavoidable casualties or other causes beyond the Design/Builder's control , or by delay authorized by the Owner pending arbitration , or by other causes which the Owner and Design/Builder agree may justify delay, then the Contract Time shall be reasonably extended by Change Order. ARTICLE 5 PAYMENTS § 5. 1 PROGRESS PAYMENTS § 5. 1 . 1 The Design/Builder shall deliver to the Owner itemized Applications for Payment in such detail as indicated in Article 14 . § 5 . 1 . 2 Upon the Owner's receipt of a properly submitted and correct Application for Payment, the Owner shall make payment to the Design/Builder in accordance with the Florida Prompt payment Act, FS. 218 . 70 et seq . § 5 . 1 . 3 The Application for Payment shall constitute a representation by the Design/Builder to the Owner that the design and construction have progressed to the point indicated , the quality of the Work covered by the application is in accordance with the Contract Documents , and the Design/Builder is entitled to payment in the amount requested . § 5 . 1 .4 Upon receipt of payment from the Owner, the Design/Builder shall promptly pay the Architect, other design professionals and each contractor the amount to which each is entitled in accordance with the terms of their respective contracts . § 5 . 1 .5 The Owner shall have no obligation under this PaFt 2 Agreement to pay or to be responsible in any way for payment to the Architect, another design professional or a contractor performing portions of the Work . § 5 . 1 . 6 Neither progress payment nor partial or entire use or occupancy of the Project by the Owner shall constitute an acceptance of Work not in accordance with the Contract Documents . § 5. 1 . 7 The Design/Builder warrants that title to all construction covered by an Application for Payment will pass to the Owner no later than the time of payment . The 8 i Design/Builder further warrants that upon submittal of an Application for Payment all construction for which payments have been received from the Owner shall be free and clear of liens , claims , security interests or encumbrances in favor of the Design/Builder or any other person or entity performing construction at the site or furnishing materials or equipment relating to the construction . § 5. 1 .8 At the time of Substantial Completion , the Owner shall pay the Design/Builder the retainage , if any , less the reasonable cost to correct or complete incorrect or incomplete Work. Final payment of such withheld sum shall be made upon correction or completion of such Work. § 5 .2 FINAL PAYMENTS § 5.2 . 1 Neither final payment nor amounts retained , if any, shall become due until the Design/Builder submits to the Owner: ( 1 ) an affidavit that payrolls , bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or Owner's property might be responsible or encumbered (less amounts withheld by the Owner) have been paid or otherwise satisfied ; (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner; (3) a written statement that the Design/Builder knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents ; (4) consent of surety, if any, to final payment; and ( 5) if required by the Owner, other data establishing payment or satisfaction of obligations , such as receipts , releases and waivers of liens , claims , security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a contractor or other person or entity entitled to assert a lien against the Owner's property refuses to furnish a release or waiver required by the Owner, the Design/ Builder may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien . If such lien remains unsatisfied after payments are made , the Design/Builder shall indemnify the Owner for all loss and cost, including reasonable attorneys' fees incurred as a result of such lien . § 5.2 . 2 When the Work has been completed and the contract fully performed , the Design/Builder shall submit a final application for payment to the Owner, who shall make final payment in accordance with the Florida Prompt payment Act , FS§ 218 . 70 et seq . within 39 days of FeGeopt. § 5. 2. 3 The making of final payment shall constitute a waiver of claims by the Owner except those arising from : A liens , claims , security interests or encumbrances arising out of the Contract and unsettled ; . 2 failure of the Work to comply with the requirements of the Contract Documents ; or . 3 terms of special warranties required by the Contract Documents . § 5 .2 .4 Acceptance of final payment shall constitute a waiver of all claims by the Design/Builder except those previously made in writing and identified by the Design/Builder as unsettled at the time of final Application for Payment . 9 § 5 . 3 INTEREST PAYMENTS § 5.3 . 1 Payments due the Design/Builder under this PaFt 2 Agreement which are not paid when due shall bear interest in accordance with the Florida Prompt payment Act FS$ 218 . 70 et seg . ftem the date due at the Fate speelfied an AFt a Gle 13 , GF OPA4;e . ARTICLE 6 PROTECTION OF PERSONS AND PROPERTY § 6 . 1 The Design/Builder shall be responsible for initiating , maintaining and providing supervision of all safety precautions and programs in connection with the performance of this Part 2 Agreement. § 6 .2 The Design/Builder shall take reasonable precautions for the safety of, and shall provide reasonable protection to prevent damage , injury or loss to : ( 1 ) employees on the Work and other persons who may be affected thereby; (2) the Work and materials and equipment to be incorporated therein , whether in storage on or off the site , under care , custody , or control of the Design/Builder or the Design/Builder's contractors ; and (3) other property at or adjacent thereto , such as trees , shrubs , lawns , walks , pavements , roadways , structures and utilities not designated for removal relocation or replacement in the course of construction . § 6.3 The Design/Builder shall give notices and comply with applicable laws , ordinances , rules , regulations and lawful orders of public authorities bearing on the safety of persons or property or their protection from damage , injury or loss . § 6.4 The Design/Builder shall promptly remedy damage and loss (other than damage or loss insured under property insurance provided or required by the Contract Documents) to property at the site caused in whole or in part by the Design/Builder, a contractor of the Design/Builder or anyone directly or indirectly employed by any of them , or by anyone for whose acts they may be liable . ARTICLE 7 INSURANCE AND BONDS § 7 . 1 DESIGN/BUILDER' S LIABILITY INSURANCE § 7 . 1 . 1 The Design/Builder shall purchase from and maintain , in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located , such insurance as will protect the Design/Builder from claims set forth below which may arise out of or result from operations under this PaFt 2 Agreement by the Design/Builder or by a contractor of the Design/Builder, or by anyone directly or indirectly employed by any of them , or by anyone for whose acts any of them may be liable : A claims under workers' compensation , disability benefit and other similar employee benefit laws that are applicable to the Work to be performed , . 2 claims for damages because of bodily injury, occupational sickness or disease , or death of the Design/Builder's employees ; . 3 claims for damages because of bodily injury, sickness or disease , or death of persons other than the Design/Builder's employees ; .4 claims for damages covered by usual personal injury liability coverage which are sustained ( 1 ) by a person as a result of an offense directly or indirectly related to employment of such person by the Design/Builder or (2) by another person ; 10 . 5 claims for damages , other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom ; .6 claims for damages because of bodily injury, death of a person or property damage arising out of ownership , maintenance or use of a motor vehicle ; and .7 claims involving contractual liability insurance applicable to the Design/Builder's obligations under Section 11 . 5 . § 7 . 1 . 2 The insurance required by Section 7 . 1 . 1 shall be written for not less than limits of liability specified in this Paft-2 Agreement or required by law, whichever coverage is greater. Coverages , whether written on an occurrence or claims-made basis , shall be maintained without interruption from date of commencement of the Work until date of final payment and termination of any coverage required to be maintained after final payment. § 7 . 1 . 3 Certificates of Insurance acceptable to the Owner shall be delivered to the Owner immediately after execution of this Pa Ft 2 Agreement , These Certificates and the insurance policies required by this Section 7 . 1 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner. If any of the foregoing insurance coverages are required to remain in force after final payment, an additional certificate evidencing continuation of such coverage shall be submitted with the application for final payment. Information concerning reduction of coverage shall be furnished by the Design/Builder with reasonable promptness in accordance with the Design/Builder's information and belief. § 7 .2 A\A NFR ' C 1 IAQII ITV INS ' IRANCE Older shall net be Fespensible feF puFGhasing and maintaining this eptional i § 7 .3 PROPERTY INSURANCE § 7 . 3. 1 Unless otherwise provided under this Pa# 2 Agreement, the Owner shall d maintain , ' property insurance upon the Work to the full insurable value thereof on a replacement cost basis witheu optional-deductibles. Such property insurance shall be maintained , unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance , until final payment has been made or until no person or entity other than the Owner has an insurable interest in the property required by this Section 7 . 3 to be insured , whichever is earlier. This insurance shall include interests of the Owner, the Design/Builder, and their respective contractors and subcontractors in the Work . § 7.3 .2 Property insurance shall be on an all-risk policy form and shall insure against the perils of fire and extended coverage and physical loss or damage including , without duplication of coverage , theft, vandalism , malicious mischief, collapse , falsework , 11 temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements , and shall cover reasonable compensation for the services and expenses of the Design/Builder's Architect and other professionals required as a result of such insured loss . Coverage for other perils shall not be required unless otherwise provided in the Contract Documents . § 7. 3 . 3 If the Owner does not intend to purchase such property insurance required by this PaFt-2 Agreement and with all of the coverages in the amount described above , the Owner shall so inform the Design/Builder prior to commencement of the construction . The Design/Builder may then effect insurance which will protect the interests of the Design/Builder and the Design/Builder's contractors in the construction , and by appropriate Change Order the cost thereof shall be charged to the Owner. If the Design/Builder is damaged by the failure or neglect of the Owner to purchase or maintain. insurance as de-scribed above , then the Owner shall bear all reasonable costs properly attributable thereto . . . , named s. § 7 .3 .5 A loss insured under the Owner's property insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds , as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section 7 . 3 . 10 . The Design/Builder shall pay contractors their shares of insurance proceeds received by the Design/Builder, and by appropriate agreement , written where legally required for validity, shall require contractors to make payments to their subcontractors in similar manner. § 7 .3 . 6 Before an exposure to loss may occur, the Owner shall file with the Design/Builder a copy of each policy that includes insurance coverages required by this Section 7 . 3 . Each policy shall contain all generally applicable conditions , definitions , exclusions and endorsements related to this Project . Each policy shall contain a provision that the policy will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Design/Builder. § 7 .3 .8 The Owner and the Design/Builder waive all rights against each other and the Architect and other design professionals , contractors , subcontractors , agents and employees , each of the other, for damages caused by fire or other perils to the extent covered by property insurance obtained pursuant to this Section 7 . 3 or other property insurance applicable to the Work , except such rights as they may have to proceeds of such insurance held by the Owner as trustee . The Owner or Design/ Builder, as appropriate , shall require from contractors and subcontractors by appropriate 12 agreements , written where legally required for validity, similar waivers each in favor of other parties enumerated in this Section 7 . 3 . The policies shall provide such waivers of subrogation by endorsement or otherwise . A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification , contractual or otherwise , did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged . MsO if FequiFed iA WFitiRg by a PaFty OR enteFest, the OWReF as tFUStee Shall , Upon shall diStFiWw� Now wwm § 7 . 3 . 10 The Owner as trustee shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing , within five (5) days after occurrence of loss to the Owner's exercise of this power; if such objection be made , the parties shall enter into dispute resolution under procedures provided in Article 10 . If distribution of insurance proceeds by arbitration is required , the arbitrators will direct such distribution . § 7 . 3 . 11 Partial occupancy or use prior to Substantial Completion shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise . The Owner and the Design/ Builder shall take reasonable steps to obtain consent of the insurance company or companies and shall not , without mutual written consent, take any action with respect to partial occupancy or use that would cause cancellation , lapse or reduction of coverage . § 7A LOSS OF USE OF INSURANCE 7 .4. 1 The QwneF, at the Ownegs eptien , E16 WIN ORSUFe the QwneF against less of use Of the QWAeF'6 PFOpeFty due to fiFe OF othe DesignMuildeF feF 1066 of use of the , ARTICLE 8 CHANGES IN THE WORK § 8 . 1 CHANGES § 861 . 1 Changes in the Work may be accomplished after execution of this PaFt 2 Agreement, without invalidating this Part-2 Agreement , by Change Order, Construction Change Directive , or order for a minor change in the Work , subject to the limitations stated in the Contract Documents . § 801 z2 A Change Order shall be based upon agreement between the Owner and the Design/Builder; a Construction Change Directive may be issued by the Owner without the agreement of the Design/Builder; an order for a minor change in the Work may be issued by the Design/Builder alone . 13 § 8 . 1 . 3 Changes in the Work shall be performed under applicable provisions of the Contract Documents , and the Design/Builder shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive , or order for a minor change in the Work. § 8 . 1 .4 If unit prices are stated in the Contract Documents or subsequently agreed upon , and if quantities originally contemplated are so changed in a proposed Change Order or Construction Change Directive that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or the Design/ Builder, the applicable unit prices shall be equitably adjusted . § 8 .2 CHANGE ORDERS § 8 .2 . 1 A Change Order is a written instrument prepared by the Design/Builder and signed by the Owner and the Design/Builder, stating their agreement upon all of the following : . 1 a change in the Work ; . 2 the amount of the adjustment , if any , in the Contract Sum ; and . 3 the extent of the adjustment, if any, in the Contract Time . § 8 . 2 . 2 If the Owner requests a proposal for a change in the Work from the Design/Builder and subsequently elects not to proceed with the change , a Change Order shall be issued to reimburse the Design/Builder for any costs incurred for estimating services , design services or preparation of proposed revisions to the Contract Documents . § 8 . 3 CONSTRUCTION CHANGE DIRECTIVES § 8 .3 . 1 A Construction Change Directive is a written order prepared and signed by the Owner, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time , or both . § 8 .3 . 2 Except as otherwise agreed by the Owner and the Design/Builder, the adjustment to the Contract Sum shall be determined on the basis of reasonable expenditures and savings of those performing the Work attributable to the change , including the expenditures for design services and revisions to the Contract Documents . In case of an increase in the Contract Sum , the cost shall include a reasonable allowance for overhead and profit. In such case , the Design/Builder shall keep and present an itemized accounting together with appropriate supporting data for inclusion in a Change Order. Unless otherwise provided in the Contract Documents , costs for these purposes shall be limited to the following : . 1 costs of labor, including social security, old age and unemployment insurance , fringe benefits required by agreement or custom , and workers' compensation insurance ; . 2 costs of materials , supplies and equipment, including cost of transportation , whether incorporated or consumed , . 3 rental costs of machinery and equipment exclusive of hand tools , whether rented from the Design/Builder or others ; .4 costs of premiums for all bonds and insurance permit fees , and sales , use or .similar taxes ; 14 .5 additional costs of supervision and field office personnel directly attributable to the change ; and fees paid to the Architect, engineers and other professionals . § 8 .3 .3 Pending final determination of cost to the Owner, amounts not in dispute may be included in Applications for Payment. The amount of credit to be allowed by the Design/Builder to the Owner for deletion or change which results in a net decrease in the Contract Sum will be actual net cost. When both additions and credits covering related Work or substitutions are involved in a change , the allowance for overhead and profit shall be figured on the basis of the net increase , if any , with respect to that change . § 8 . 3 .4 When the Owner and the Design/Builder agree upon the adjustments in the Contract Sum and Contract Time , such agreement shall be effective immediately and shall be recorded by preparation and execution of an appropriate Change Order. § 8 .4 MINOR CHANGES IN THE WORK § 8 .4. 1 The Design/Builder shall have authority to make minor changes in the Construction Documents and construction consistent with the intent of the Contract Documents when such minor changes do not involve adjustment in the Contract Sum or extension of the Contract Time , The Design/Builder shall promptly inform the Owner, in writing , of minor changes in the Construction Documents and construction . § 8.5 CONCEALED CONDITIONS § 8 .5 . 1 If conditions are encountered at the site which are ( 1 ) subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents , or (2 ) unknown physical conditions of an unusual nature which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents , then notice by the observing party shall be given to the other party promptly before conditions are disturbed and in no event later than 21 days after first observance of the conditions . The Contract Sum shall be equitably adjusted for such concealed or unknown conditions by Change Order upon claim by either party made within 21 days after the claimant becomes aware of the conditions . § 8 .6 REGULATORY CHANGES § 8 .6 . 1 The Design/Builder shall be compensated for changes in the construction necessitated by the enactment or revisions of codes , laws or regulations subsequent to the submission of the Design/Builder's Proposal . ARTICLE 9 CORRECTION OF WORK § 9 . 1 The Design/Builder shall promptly correct Work rejected by the Owner or known by the Design/Builder to be defective or failing to conform to the requirements of the Contract Documents , whether observed before or after Substantial Completion and whether or not fabricated , installed or completed . The Design/Builder shall bear costs of correcting such rejected Work , including additional testing and inspections . § 9 .2 If, within one ( 1 ) year after the date of Substantial Completion of the Work or, after the date for commencement of warranties established in a written agreement between the Owner and the Design/Builder, or by terms of an applicable special warranty required by the Contract Documents , any of the Work is found to be not in accordance 15 with the requirements of the Contract Documents , the Design/Builder shall correct it promptly after receipt of a written notice from the Owner to do so unless the Owner has previously given the Design/ Builder a written acceptance of such condition . § 9 .3 Nothing contained in this Article 9 shall be construed to establish a period of limitation with respect to other obligations which the Design/Builder might have under the Contract Documents . Establishment of the time period of one ( 1 ) year as described in Section 9 . 2 relates only to the specific obligation of the Design/Builder to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced , nor to the time within which proceedings may be commenced to establish the Design/Builder's liability with respect to the Design/Builder's obligations other than specifically to correct the Work . § 9 .4 If the Design/Builder fails to correct nonconforming Work as required or fails to carry out Work in accordance with the Contract Documents , the Owner, by written order signed personally or by an agent specifically so empowered by the Owner in writing , may order the Design/Builder to stop the Work , or any portion thereof, until the cause for such order has been eliminated ; however, the Owner's right to stop the Work shall not give rise to a duty on the part of the Owner to exercise the right for benefit of the Design/Builder or other persons or entities . § 9 . 5 If the Design/Builder defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within seven (7) days after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness , the Owner may give a second written notice to the Design/Builder and , seven (7) days following receipt by the Design/Builder of that second written notice and without prejudice to other remedies the Owner may have , correct such deficiencies . In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Design/ Builder, the costs of correcting such deficiencies . If the payments then or thereafter due the Design/Builder are not sufficient to cover the amount of the deduction , the Design/Builder shall pay the difference to the Owner. Such action by the Owner shall be subject to dispute resolution procedures as provided in Article 10 . ARTICLE 10 DISPUTE RESOLUTION § 10 . 1 Claims , disputes or other matters in question between the parties to this PaFt Agreement arising out of or relating to this PaFt 2 Agreement or breach thereof shall be subject to the following procedure : the dispute shall first be addressed by a meeting between the owner, Design/Builder, Architect and Owner's Representative . If the dispute is not remedied , the parties shall submit the dispute to the County Administrator or his assign , who shall make the final decision on the matter. The resolution of the dispute shall be reduced to writing and attached to this agreement. § 1 Gm2 In addition to and PFOOF to aFbitFati9R , the paFties shall endeaver ta. settle disputes by mediateeR . Demand fQF Fnediatien shall be filed OR Wr#6 ng with the etheF paFty te this 16 NO OF Nor NO NEW ■ _ — — • Aft, A, A a — — — NO wLwL�lw19LwAM = Mlw NO ETA Me TZ AWL a WIL 0 IN NON NO O kW� � A � NIMMOR NO ON NO — — — ■ — ONE a 41% WEN am, ■ _ M "MI War= MAY NO GO — — ■ — w Nor we rrov Am aft I"Woo~M NO Nor TZT'oZP NO w NO NO ON A ON 1 IsTamalKwITILAvarall — — — — — NO OW aw Nom NO ME • WE • • Am Am ph OF ma Dim rg tone w or NO ON Or ON NO NO ON Elm ON • NO NO OF ON • ' • • . • • • 2 Agreement. If the Design/Builder claims that delay or additional cost is involved because of such action by the Owner, the Design/Builder shall assert such claims as provided in Section 11 .4 . � i § 11 . 3 .2 The Design/Builder shall afford the Owner's separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities and shall connect and coordinate the Design/Builder's construction and operations with theirs as required by the Contract Documents . § 11 .3 . 3 Costs caused by delays or by improperly timed activities or defective construction shall be borne by the party responsible therefor. § 11 .4 .CLAIMS FOR DAMAGES § 11 .4. 1 If either party to this PaFt 2 Agreement suffers injury or damage to person or property because of an act or omission of the other party , of any of the other party's employees or agents , or of others for whose acts such party is legally liable , written notice of such injury or damage , whether or not insured , shall be given to the other party within a reasonable time not exceeding 21 days after first observance . The notice shall provide sufficient detail to enable the other party to investigate the matter. If a claim of additional cost or time related to this claim is to be asserted , it shall be filed in writing . § 11 . 5 INDEMNIFICATION § 11 .5 . 1 To the fullest extent permitted by law, the Design/Builder shall indemnify and hold harmless the Owner, Owner's consultants , and agents and employees of any of them from and against claims , damages , losses and expenses , including but not limited to attorneys' fees , arising out of or resulting from performance of the Work , provided that such claim , damage , loss or expense is attributable to bodily injury , sickness , disease or death , or to injury to or destruction of tangible property (other than the Work itself) including loss of use resulting therefrom , but only to the extent caused in whole or in part by negligent acts or omissions of the Design/Builder, anyone directly or indirectly employed by the Design/Builder or anyone for whose acts the Design/Builder may be liable , regardless of whether or not such claim , damage , loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate , abridge , or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section 11 . 5 . § 11 .5 . 2 In claims against any person or entity indemnified under this Section 11 . 5 by an employee of the Design/Builder, anyone directly or indirectly employed by the Design/Builder or anyone for whose acts the Design/Builder may be liable , the indemnification obligation under this Section 11 . 5 shall not be limited by a limitation on amount or type of damages , compensation or benefits payable by or for the Design/Builder under workers' compensation acts , disability benefit acts or other employee benefit acts . § 11:6 SUCCESSORS AND ASSIGNS § 11 .6 . 1 The Owner and Design/Builder, respectively, bind themselves , their partners , successors , assigns and legal representatives to, the other party to this Pad 2 Agreement and to the partners , successors and assigns of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Design/Builder shall assign this PaFt 2 Agreement without the written consent of the other. The Owner 18 r may assign this PaFt 2 Agreement to any institutional lender providing construction financing , and the Design/Builder agrees to execute all consents reasonably required to facilitate such an assignment. If either party makes such an assignment, that party shall nevertheless remain legally responsible for all obligations under this att2 Agreement, unless otherwise agreed by the other party. § 11 . 7 TERMINATION OF PROFESSIONAL DESIGN SERVICES § 11 .7 . 1 Prior to termination of the services of the Architect or any other design professional designated in this PaFt 2 Agreement, the Design/Builder shall identify to the Owner in writing another architect or other design professional with respect to whom the Owner has no reasonable objection , who will provide the services originally to have been provided by the Architect or other design professional whose services are being terminated . § 11 .8 EXTENT OF AGREEMENT § 11 .8 . 1 This PaFt 2 Agreement represents the entire agreement between the Owner and the Design/Builder and supersedes prior negotiations , representations or agreements , either written or oral . This RaFt2 Agreement may be amended only by written instrument and signed by both the Owner and the Design/Builder. ARTICLE 12 TERMINATION OF THE AGREEMENT § 12. 1 TERMINATION BY THE OWNER § 12 . 1 . 1 This Part 2 Agreement may be terminated by the Owner upon 14 days' written notice to the Design/Builder in the event that the Project is abandoned . If such termination occurs , the Owner shall pay the Design/Builder for Work completed and for proven loss sustained upon materials , equipment, tools , and construction equipment and machinery, including reasonable profit and applicable damages . § 12. 1 . 2 If the Design/Builder defaults or persistently fails or neglects to carry out the Work in accordance with the Contract Documents or fails to perform the provisions of this PaFt 2 Agreement , the Owner may give written notice that the Owner intends to terminate this Pam 2 Agreement. If the Design/Builder fails to correct the defaults , failure or neglect within seven (7) days after being given notice , the Owner may then give a second written notice and , after an additional seven (7) days , the Owner may without prejudice to any other remedy terminate the employment of the Design/Builder and take possession of the site and of all materials , equipment, tools and construction equipment and machinery thereon owned by the Design/Builder and finish the Work by whatever method the Owner may deem expedient. If the unpaid balance of the Contract Sum exceeds the expense of finishing the Work and all damages incurred by the Owner, such excess shall be paid to the Design/Builder. If the expense of completing the Work and all damages incurred by the Owner exceeds the unpaid balance , the Design/Builder shall pay the difference to the Owner. This obligation for payment shall survive termination of this € aFt 2 Agreement. § 12 . 2 TERMINATION BY THE DESIGN/BUILDER § 12 .2 . 1 If the Owner fails to make payment when due in accordance with the Florida Prompt payment Act, FS§ 218 . 70 et seq . , the Design/Builder may give written notice of the Design/ Builder's intention to terminate this PaFt 2 Agreement. If the Design/Builder fails to receive payment in accordance with the Florida Prompt payment Act, FS& 218 . 70 et seq . , the 19 Design/Builder may give a second written notice and , seven (7) days after receipt of such second written notice by the Owner, may terminate this PaFt 2 Agreement and recover from the Owner payment for Work executed and for proven losses sustained upon materials , equipment, tools , and construction equipment and machinery , including reasonable profit and applicable damages . ARTICLE 13 BASIS OF COMPENSATION The Owner shall compensate the Design/Builder in accordance with Article 5 , Payments , and the other provisions of this P,aFt 2 Agreement as described below. § 13 . 1 COMPENSATION § 13 . 1 . 1 For the Design/Builder's performance of the Work , as described in Section 3 . 2 and including any other services listed in Article 14 as part of Basic Services , the Owner shall pay the Design/Builder in current funds the Contract Sum as follows : $61 ;345 I IF 00IF IF w Alt'. lw x § 13 . 1 .2 For Additional Services , as described in Section 3 . 3 and including any other services listed in Article 14 as Additional Services , compensation shall be as follows : rIF. hourly ;rate hIF to 4master,agreementT . . .. § 13 . 2 REIMBURSABLE EXPENSES § 13 . 2 . 1 Reimbursable Expenses are in addition to the compensation for Basic and Additional Services , and include actual expenditures made by the Design/Builder and the Design/Builder's employees and contractors in the interest of the Project, as follows : All �mpact,: plannmg and permitting feesell _ , t . . , ) times the amounts e.xpended . § 13. 3 INTEREST PAYMENT § 13 . 3 . 1 The rate of interest for past due payments shall be in accordance with the Florida Prompt payment Act, FS§ 218 . 70 et seg , as-feNews rie,0 rcenti1( `FV1IF80I I 0'FIrFl °lo ) �mV F, onthty .._T . . I; I . ARTICLE 14 OTHER CONDITIONS AND SERVICES § 14. 1 The Basic Services to be performed shall be commenced on upon noticepto proceed and , subject to authorized adjustments and to delays not caused by the Design/Builder, Substantial Completion shall be achieved in the Contract Time of "3 I : ( 90 ) calendar days . 20 § 14. 2 The Basic Services beyond those described in Article 3 are as follows : Ndne ` It It t{ I 19j § 14.3 Additional Services beyond those described in Article 3 are as follows : I UL As :requested by 4 IQ Qwn`er ` V. s t § 14.4 The Design/Builder shall submit an Application for Payment on the 25th '* day of each month . § 14. 5 The Design/Builder's Proposal includes the following documents : (List the documents by specific title and date; include any required perfonnance and payment bonds.) Title Date Attachment "A" ; s 12/061'12 ` . F'. .1, This Agreement entered into as of the day and year first written above . OWNER : BOARD OF COUNTY DESIGN/BUILDER : BARTH COMMISSIONERS CONSTRUCTION , INC . INDIAN RIVER COUNTY, FLORIDA �g ture) (Signature) Joseph .E �Flescher; . Chairrr Jason ` Fyk Project Manager (Printed name and title) , �Ssio NR4p4444 (Printed name and title) e °♦ o e BCC Approved : 02-05-ba e� oa Attes t . Jeffrey APPROVED ♦ ' , t .w: c; Court d Somptroller o ♦ ' , O�yo :NVIA Putt' Clerk o% J ounty d inistrator APPROVE® AS 7C� O M AND BY t LiAM uL ' l)EP411'Y COUNTY AT` O RN t Y 21 F- - - Attachment " A " BARTH Construction, Inc. General Contractor CGC007847 December 06, 2012 John King Indian River County Emergency Services 4225 43 rd Avenue Vero Beach, Florida, 32960 Re: Station # 13 Phase III Mr. King, We are pleased to present to you our proposal for Phase III services for Fire Station # 13 site. A summary of the project costs follows, Restroom in Garage Building $ 133,945.00 Covered Lean-to area on North Side $ 11 ,685 .00 Floor drain and oil interceptor $ 4,785 .00 New water service to site $ 15 , 179.00 Vehicle exhaust system $ 15 ,751 .00 Total Part III Design & Construction Costs $619345.00 The costs above are further explained below, Required Restroom $ 13 ,945 .00 We could not anticipate a change in the building code, adopted in May 2012, requiring separate men ' s and women' s facilities in the new maintenance building. IRC Building did allow using the restroom in the existing building as one of the required facilities reducing this additional expense by approximately 50%. Lean-To on North side of Metal Building $ 12,685 .00 An 8 ' wide x 55 ' long covered area (called a lean-to) was added to the north side of the new metal building to protect the bulk oil storage tank and air compressor. This includes metal wall panels to shields neighbors from the compressor noise. Floor Drains & Interceptor $42785 .00 j The floor drains in the new maintenance building will be required. The pipes for these drains are required to be ductile iron and drain into an oil/pollutant interceptor. The exiting building will not be required to have the drains and pipe installed. I New Water Service to Site $ 159179.00 The existing water service to the existing metal building connects to the water main in the west ROW of 43rd avenue . It runs westward through the property and also previously serviced the (2) residences that were demolished. The location of this service is in the footprint of the proposed retention lake and future Fire Station. This service will need to be abandoned and the new, permitted service installed. The includes the new tap, short water main extension, Fire Hydrant and 2" water service for the existing and proposed new metal buildings. 1717 Indian River Boulevard * Suite 202A * Vero Beach, Florida 32960 Phone : (772) 778-3072 * Fax: (772) 770-3017 E-mail: info@barthconstruction.com * Internet: www.barthconstruction .com G :\Projects\IRC Fire Stations 201 MRC Fire Station # 13\Phase 3 cover letter 12.06 . 12 .doc Page 2 Vehicle Exhaust System $ 159751 The F'BC and NFPA code requirements for the ventilation systems and controls was not interpreted correctly and under budgeted originally. The air must be exhausted evenly and therefore requires additional duct work and increased fan size. Thank you Jason Fykes Barth Construction, Inc.