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HomeMy WebLinkAbout2012-003B c� I bc VIC AMENDMENT NUMBER 1 TO THE a o I d ; •I ! ! 1 ! This Amendment l to the Agreement between Owner and Design/Builder (the "Amendment") is made and entered into this ! day of Januaa, 2012 by and between The Board of County Commissioners, Indian River County, Florida ("Owner"), and Bill Bryant & Associates . Inc . , Federal I .D . No . 59-2097862 ("Design/Builder") . R'ITNESSETH : WHEREAS , Owner and Design/Builder entered into that certain Agreement between Owner and Design/Builder dated June 7 . 2011 ; and WHEREAS , Owner has recently implemented a Direct Purchase Program for certain materials and equipment; and WHEREAS , Owner and Design/Builder desire to amend the Agreement to reflect the responsibilities of Owner and Design/Builder with respect thereto . NOW THEREFORE, for and in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows : 1 . Direct Purchase Program . Owner may elect to purchase materials and equipment included in any Trade Contractor' s bid for a portion of the Work directly from the supplier of such materials or equipment in order to achieve sales tax savings . Such materials and equipment are referred to herein as " Direct Purchase Materials" . At the time Design/Builder provides Owner with the bid tabulation analysis as required by this Agreement (which bids shall include the cost of all potential Direct Purchase Materials and sales taxes applicable thereto) , Design/Builder shall submit to Owner a list, prepared by applicable Trade Contractors , of materials and equipment appropriate for consideration by Owner as Direct Purchase Materials . If Owner elects to purchase any Direct Purchase Materials, it shall so notify Design/Builder and Design/Builder shall thereafter promptly furnish to Owner, at least seven (7) days prior to the date such Direct Purchase Materials must be ordered, a purchase order request reflecting the approved Direct Purchase Materials, together with acceptable evidence that Design/Builder competitively bid for the portion of the Work which includes the Direct Purchase Materials . Acceptable evidence means , at a minimum, that Design/Builder performed all advertising required by this Agreement, utilized pre -qualification criteria approved by Owner and obtained at least three (3 ) sealed written quotes from various bidders for the applicable portions of the Work or, if not, provides a written explanation as to why. In addition, Design/Builder shall reduce the applicable Trade Contractor' s subcontract amount by the cost of the Direct Purchase Materials and sales tax related thereto. Upon Owner ' s receipt of the purchase order request and supporting materials, Owner will review the same and, if approved, issue a purchase order directly to the supplier of the applicable Direct Purchase Material, with delivery F . O . B . Project site. Upon delivery of the Direct Purchase Materials to the Project site, Design/Builder shall ensure that the Direct Purchase Materials are as requested in Owner ' s purchase order and if so, Owner will take title to the Direct Purchase Materials and Design/Builder shall forward the approved invoices and associated back-up documentation to Owner. Owner will process these invoices and issue payment directly to the applicable supplier. Design,Builder shall obtain builder ' s risk insurance on the Direct Purchase Materials naming Owner as the insured or an additional insured, provided Owner shall reimburse Design/Builder for the cost of such insurance as provided by the Agreement. Except to the extent modified by this section, Design/Builder shall be responsible for satisfying all of its other obligations with respect to the Direct Purchase Materials pursuant to this Agreement, as if the Direct Purchase Materials had been purchased by it. There shall be no additional charge to Owner for services provided pursuant to this section. Change Orders reflecting the removal of the Direct Purchase Materials and applicable sales tax shall be issued on a monthly basis . TABLE OF ARTICLES PART 2 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 1 THIS AGREEMENT made as of the 1* th day of wary in the year of BETWEEN the Owner : Indian River . County , aapolitical sub viivii sd ion of the State of Florida , 1801 27th Street , { gI TIT ryant and Associates , ^ 1550 Vero Beach , Florida 32960 and the Desi n/Builder: Bill B Old Dixie Highway, Vero Beach , Florida 32960 . I If IllFor the following Project : IT I Design � Build Vero Beach Sports Village Quadrangle Softbal d , Request for ; t Proposal No . 2011035 ; IRC Project No . 1105 € f Tr�� , lk , It IIT IT 4f it i � } �. it > "¢t { 7 � r tip $ war� S # > ; r s3 Y1 a i f r „ LI .. ,e rm r.,. It IT Ar I IT The architectural services described in Article 3 will be provided by the following person or entity who is lawfully licensed to practice architecture : Name and address Registration Relationship to Number Design/Builder Rob Akins ~ r C akak ctua Rob Akins 'Architecture , IncI IT 49 RoyaIT q l Palm Pointe Suite' 203xwI It IT IZ Vero Beach , FL32960 ; ,r � �" TO IV, %TTI VIIII IT ' � ` y PI IT l; IfIT I IT All ILL. It Normal structural , mechanical and electrical engineering services will be provided contractually through the Architect except as indicated below : Name , address and discipline Registration Relationship to Number Design/ Builder IT The Owner and the Design/ Builder agree as set forth below . TERMS AND CONDITIONS — PART 2 AGREEMENT ARTICLE 1 GENERAL PROVISIONS § 1 . 1 BASIC DEFINITIONS § 1 . 1 . 1 The Contract Documents consist of the Part 1 Agreement to the extent not modified by this Part 2 Agreement , this Part 2 Agreement , the Design/ Builder' s Proposal and written addenda to the Proposal identified in Article 14 , the Construction Documents approved by the Owner in accordance with Section 3 . 2 . 3 and Modifications issued after execution of this Part 2 Agreement . A Modification is a Change Order or a written amendment to this Part 2 Agreement signed by both parties , or a Construction Change Directive issued by the Owner in accordance with Section 8 . 3 . 2 § 1 . 1 . 2 The term "Work" means the construction and services provided by the Design / Builder to fulfill the Design / Builder' s obligations . § 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 Part 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 Drawings , specifications , and other documents and electronic data furnished by the Design/ Builder are instruments of service . 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 . Drawings , specifications , and other documents and electronic data are furnished for use solely with respect to this Part 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 . § 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 Part 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 3 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 . § 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 Owner shall furnish services of land surveyors , geotechnical engineers and other consultants for subsoil , air and water conditions , in addition to those provided under the Part 1 Agreement , when such services are deemed necessary by the Design/ Builder to properly carry out the design services required by this Part 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 . § 2 . 6 The Owner shal i furnish all legal , aGGGunting and - nsuranGe Geunseleng Owner may require to YeFify the Design / B ui , § 2 . 7 Those services , information , surveys and reports , if any , listed in regeired-bY Sections 2 . 4 and 2 . 5 through 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 4 accuracy and completeness thereof, except to the extent the Owner advises the Design/ Builder to the contrary in writing . dment , or rider, the Owner shall pay the additional Gest thereof, r 9V § 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 Owner shall , at the request of the Design/ Bu H der , PFiGF te exeGutien of this Part 2 Agreement and promptly upon Fequest thereafter, fUFR ' sh to the Design/Builde reasonable ev0denGe that finaRGial aFFangements have been made te fulfmii the QwneFs § 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 § 361 . 1 Design services required by this Part 2 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 Part 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 . § 391 . 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 Part 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 , 5 and other documents and electronic data setting forth in detail the requirements for construction of the Work , and shall : A 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 , 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 Part 2 Agreement . § 3 . 2 . 7 The Design/ Builder shall keep the Owner informed of the progress and quality of 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 . 6 § 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 Part 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 . § 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 Part 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 . 7 § 3 . 3 . 4 Providing services in connection with a p bli ^ hoarir, n 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 . § 4 . 2 Time limits stated in the Contract Documents are of the essence . The Work to be performed under this Part 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 and amount shall be reasonably modified 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 . 8 § 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 Local Government 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 . § 541 . 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 Part 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 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 9 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 Local Government Prompt payment Act , FSS 218 . 70 et seq . withiR 30 days of FeGeept . § 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 . § 5 . 3 INTEREST PAYMENTS § 5 . 3 . 1 Payments due the Design/ Builder under this Part 2 Agreement which are not paid when due shall bear interest in accordance with the : Local Government Prompt payment Act FSS 218 . 70 et seq . f„ ern the date due t the. rate speGified in A rtin�, le 139 nr r n e absenG8 of a speGified rate , at the legal Fate prevailing where the PrejeGt S. ' fes • 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 , 10 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 Part 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 ; . 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 Part 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 . 11 § 7 . 1 . 3 Certificates of Insurance acceptable to the Owner shall be delivered to the Owner immediately after execution of this Part 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. R 7 . 2 OWNER' S' S 1 IABI1 ITY INSURANCE 7 . 2 , 11 The Owner shall be responsible fer purohaGiRg a d maintaining the Own sing and Part 2 Agreement . The Design/ Builder shall not be responsible fer PUFGhaa � mm 0V maintaining this eptional Owner' s ability insuFanGe URless speGifiGally Feq &ed by the § 7 . 3 PROPERTY INSURANCE § 7 . 3 . 1 Unless otherwise provided under this Part 2 Agreement , the Design/ Builder Owee shall maintain , in a company or companies authorized to do business in the jurisdiction in which the principal improvements are to be located propeFt Builder' s Risk "All Risk" insurance upon the Work to the full insurable value thereof on a replacement cost basis without e0enal dedUGtibles . Such pfopefty 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 , 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 . this Part 2 Agr he Goverages 0 n the amount desGribed above , t Owner shall se unform the Design/ Bu M ! der PFOOF t() GE) rnmenGernent of the GE) nStF Gtien . The Design/ Builder may then effeGt insuranGe which will preteGt the inteFests of the 12 , Design/ Builder and the S centraGters On the GenStrUGtien , and by apprepriate Change Order the Gost thereof shall be Gharged to the Owner . . . 4 Unless othepNise provided , the C)wneF shall PUFGhase and Maintain suGh beileF andrnaGh iGe required by this Part 2 Agreement or by law , whiGh speGif" Gally GE) ver suGh. insured ebjeGts during., installatien and unto ! final aGGeptanGe by Des ; gn/ BumideF' S GentraGters and subGGRtFaGters in the Work , and the Design /BuildeF' ss AFGh *teGt and ether design professionals . The Owner and the Design /Bu Rider shall be named inc�rr sureds . § 7 . 3 . 5 A loss insured under the Design / Builder Owners property insurance shall be adjusted by the Design/ Builder Owner's as fiduciary and made payable to the Design / Builder OWRer' s 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 beginning the work , the Design / Builder O,�F' S shall file with the Owner f 4asTig i 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 Owner Design / Builder . § 7m387 if the Design / Builder requests on writing that insuraRGe for risks etheF than these deSGribed hereon or for ether speGial hazards be inGluded on the prepeFty insuranGe PeliGY , the Owner shall I f pessible , obtain GUGh insuiranGe , and the GOSt thereof shall be charged to the Des I gn/Builder by appropiniate Ghange Order . § 7 . 3 . 8 The QWRer and the Design / Builder waive all Fights against eaGh ether and the employees. , eaGh of the other , fer damages Gaused by fiFe er ether perils te the exten covered by property ORSUFanGe ebtaiRed pursuant te th 0 s SeGt ; en 7 . 3 or other propert 0 nsuranGe appliGable te the Werk , eXGept SUGh rights as they may have to PreGeeds e SUGh insuranGe held by the QWRer as trustee . The Owner or Design / Builder , as. appropriate , shall require from E;ontraGters and subGentracters by appropFiate reapments , written where legally required feF validity , similar waivers eaGh in favor e other part , . . .3ted in thms SeGtien 7 . 3 . The PE) liGieS shall provide SUGh vers of 13 made ,to a persen or entity even theugh that persen oF entity would other-wise have a dUty Of property damaged . § 7919 if required in writing by a party on interest , the Owner as trustee shall , u I pon E) GGUFFenGe of an insured less , give bond for proper perfe. FmanGe of the 0WRer s dutiesm The Gest of required be. nds shall be Gharged against PFE) Geeds reGeived as fiduGiaFy . shall distribute 6 n aGGerdaRGe with SUGh agreement as the paFties on interest may FeaGh , pinevided in ArtiGle 1 Q . if after SUGh less ne other speGial agreement is FeplaGement of damaged Werk shall be Govered by appropriate Change Orde-r . § 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 . . 1 The OwneF , at the Owner' s opt en , may PUFGhase and maintain SLIGh insuFaRGeas will insure the Owner against less ef use of the , Owner' shazards , howeveF Gaused . The Owner waives all rights. ef aGtien against the Design / Builder fer less of use of the due to fire er other hazard hewever Gaused ARTICLE 8 CHANGES IN THE WORK § 8 . 1 CHANGES § 8 . 1 . 1 Changes in the Work may be accomplished after execution of this Part 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 . § 8 . 1 . 2 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 14 the agreement of the Design / Builder; an order for a minor change in the Work may be issued by the Design/Builder alone . § 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 ; 15 02 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 ; . 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 . 16 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 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 . § 9A 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 . 17 \ 1All So AL Alk AM OF Nor • _ A Aft 10 I . I • AN NoI I I I I I FOR KzTq 5 e I � � 1 I I 1 A No1 1 1So a Alk OTA ■ � 1 . 1OF OF 1 1So as So a No a So as a AN No 410P � � 9EMWRWL� W So IN OR 1 ■ I 1 1 1 w IIINo A ON AM a No a � GOMMLW� RIF OF 1a MooWMMWASGMWRMLWAMMOMM-AWAK'A OR \ RIF VIP w OF ■ I _ ME Eo ME RE MUMM S I e ur ISSo I OF So ■ � ASNor a loll All a RIF OF IN w IS Nor W 1No am § 10 . 5 The award rendered by the arbitFator or arbitraters shall be final , and judgmen may be entered upon it in aGGE) PdaRGe With appliGable law on any GOurt having jurisdiction thereof. ARTICLE 11 MISCELLANEOUS PROVISIONS § 11 . 1 Unless otherwise provided , this Part 2 Agreement shall be governed by the laws of the State of Florida . Venue for any lawsuit brought by any party arising from this agreement shall be in Indian River County , Florida , or in the event of federal jurisdiction , the US District Court for the Southern District of Florida . plaGe where the DroieGt OG IeGated . § 11 . 2 SUBCONTRACTS § 11 . 2 . 1 The Design/ Builder, as soon as practicable after execution of this Part 2 Agreement , shall furnish to the Owner in writing the names of the persons or entities the Design / Builder will engage as contractors for the Project . § 11 . 3 WORK BY OWNER OR OWNER' S CONTRACTORS § 11 . 3 . 1 The Owner reserves the right to perform construction or operations related to the Project with the Owner' s own forces , and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under conditions of insurance and waiver of subrogation identical to the provisions of this Part 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 . § 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 Part 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 19 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 Part 2 Agreement and to the partners , successors and assigns of such other party with respect to all covenants of this Part 2 Agreement . Neither the Owner nor the Design/Builder shall assign this Part 2 Agreement without the written consent of the other. The Owner may assign this Part 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 Part 2 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 Part 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 Part 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 Part 2 Agreement may be amended only by written instrument and signed by both the Owner and the Design/Builder. 20 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 Part 2 Agreement , the Owner may give written notice that the Owner intends to terminate this Part 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 Part 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 seg . , the Design/Builder may give written notice of the Design/ Builder' s intention to terminate this Part 2 Agreement . If the Design/ Builder fails to receive payment in accordance with the Local Government Prompt Payment Act FSS 218 . 70 et seq . Owner, the 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 Part 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 Part 2 Agreement as described below . § 13 . 1 COMPENSATION § 1381 . 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 not to exceed as follows : Two million four hundred ninety two thousand dollarrs ( $2492 , 000 _00) 21 § 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 : To be determined by change orders as agreed , by the PardeS . y _ § 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 : FNONE . ALL EXPENSES SHALL BE BORN BY DESIGN/BUILDER and are included in Article 14 as art `of the Basic Services . . a f 112w2 FOR REIMBURSABLE EXPENSES , compensation shall be a multiple of \ times the amounts expended § 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 seq . as fellows: One percent ( 1 . 00 %0 monthly 111 (Usury laws and Fequirengents undeF Me Federal Truth in Lending Act, singilaF state and pFinGipal plaGes of business, at the 119GatiGn of the P-rqeGt and eisewhere may affect the vafidity of this provision . SpecifiG legal adWGe should be obtained with r-espeG ARTICLE 14 OTHER CONDITIONS AND SERVICES § 14 . 1 The Basic Services to be performed shall be commenced on 'January , 10 , 2012 and , subject to authorized adjustments and to delays not caused by the Design/ Builder, Substantial Completion shall be achieved in the Contract Time of "eig �qLLr ( 84 ) calendar days . Final completion shall be thirty ( 30 ) days thereafter. § 14 . 2 The Basic Services beyond those described in Article 3 are as follows : Design/Builder and Owner acknowledge that Design/Builder has already Iperformed some basic serviceslisted in this 11 Agreement and those services are included in the Contract Sum as stated in Article 13 . 1 . 1 . L 11 § 14 . 3 Additional Services beyond those described in Article 3 are as follows : To be determined by change LLorders as agreed by thea Parties LL_ § 14 . 4 The Design/ Builder shall submit an Application for Payment on the 1 st day of each month . 22 § 14 . 5 The Design/Builder' s Proposal includes the following documents : Request for Proposal No. 2011035, IRC Project No . 1105 Design/Builder' s Response to Request for Proposal No . 2011035 Part I Agreement dated: June 7, 2011 and any addendum thereto The Property legal description Public Construction Bond dated August 10, 2011 Certificates of Insurance dated 6/29/2011 , 7/11/2011 , 8/9/2011 Approved Construction Drawings Title Date 11 This Agreement entered into as of the day and year first written above . 4Y 4444114 OWNER : BOARD OF COUNTY .,.• �'! coMI)Ss�Ny DESIGN/BUILDER : BILL BRYANT COMMISSIONERS ,.��°• ' • °AND ASSOCIATES , INC . INDIAN RIVER COUNTY, FL6h� DA : o • .,` ISO - 9. • O' (Signatu '`••.RCoutJTlNo"y;+•' (Signat ) Gary C . heelar- Chairmah� , 4. (Printed name and title) (Printed name nd title) BCC Approved : January 10 , 2012 BY : Josept A . Baird , County Administrator Attest : . t A - Jeffrey K . Barton , Clerk of Court APPROVED AS TO FORM AND LEGAL SI,) FFIC1F ,NCY r' r BY /K f ur WILLIAM K . DEBR.AAL DEPUTY COUNTY ATTORNEY 23