APPENDIX I.pdf

FDACS 08/22

FLORIDA DEPARTMENT OF AGRICULTURE AND CONSUMER SERVICES

CONSTRUCTION PROJECT AGREEMENT

BETWEEN OWNER AND CONTRACTOR

FDACS PROJECT NO:

SOLICITATION NO:

STATE FLAIR CODES:

XXXX

XXXX

xxxx Org Code xxxx Category xxxx Year xxxx

Xxxx Org Code xxxx Category xxxx Year xxxx

PROJECT NAME AND LOCATION: xxxx

CONTRACTOR: xxxx

ARCHITECT-ENGINEER: xxxx

TABLE OF CONTENTS

ARTICLE 1: THE PROJECT TEAM AND EXTENT OF AGREEMENT

1.1 THE PROJECT TEAM

1.2 EXTENT OF AGREEMENT

1.3 DEFINITIONS

ARTICLE 2: CONTRACTOR'S SCOPE OF WORK

2.1 GENERAL

2.2 CONSTRUCTION

2.2.1 Contractor's Staff

2.2.2 Lines of Authority

2.2.3 Schedule Provisions

2.2.4 Bonds

2.2.5 Quality Control

2.2.6 Subcontractor Interfacing

2.2.7 Permits

2.2.8 Job Site Requirements

2.2.9 Job Site Administration

2.2.10 Administrative Records

2.2.11 Owner Occupancy

2.2.12 Warranty

ARTICLE 3: OWNER'S RESPONSIBILITIES

3.1 OWNER'S INFORMATION

3.2 OWNER'S REPRESENTATIVE

3.3 SITE SURVEY AND REPORTS

3.4 EASEMENTS

3.5 LEGAL SERVICES

3.6 DRAWINGS AND SPECIFICATIONS

3.7 COST OF SURVEYS & REPORTS

3.8 PROJECT FAULT DEFECTS

3.9 FUNDING

3.11 LINES OF COMMUNICATION

3.12 LINES OF AUTHORITY

3.13 PERMITTING & CODE INSPECTIONS

ARTICLE 4: PERMITTING AND INSPECTION

4.1 BUILDING PERMITS

4.2 CODE INSPECTIONS

ARTICLE 5: SUBCONTRACTS

5.1 DEFINITION

5.2 PROPOSALS

5.3 REQUIRED SUBCONTRACTORS' QUALIFICATIONS AND SUBCONTRACT CONDITIONS

5.3.1 Subcontractual Relations

5.3.2 Subcontract Requirements

5.4 RESPONSIBILITIES FOR ACTS AND OMISSIONS

5.5 SUBCONTRACTS TO BE PROVIDED

ARTICLE 6: SCHEDULE, TIME OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

6.1 SUBSTANTIAL COMPLETION DEADLINE, FINAL COMPLETION DEADLINE

6.2 LIQUIDATED DAMAGES

6.3 EFFECTIVE DATE OF WARRANTIES

ARTICLE 7: CONTRACTOR'S COMPENSATION

7.1 CONTRACT PRICE

7.1.1 Construction Fee

7.1.2 Indirect Cost Items

7.1.3 Direct Cost Items

7.1.4 Overhead and Profit For Construction

ARTICLE 8: CHANGE IN THE PROJECT

8.1 CHANGE ORDERS

8.1.1 Definition

8.1.2 Acceptable Ways of Determining Increases or Decreases in the Contract Price on Change Orders

8.1.3 Itemized Accounting on Change Orders

8.1.4 Adjustments in Unit Prices and Contract Price Due to Inequitable Quantity Changes

8.1.5 Concealed Conditions

8.2 CLAIMS FOR ADDITIONAL COST OR TIME

8.3 MINOR CHANGES IN THE PROJECT

8.4 EMERGENCIES

ARTICLE 9: DISCOUNTS AND PENALTIES

9.1 DISCOUNTS AND PENALTIES

ARTICLE 10: PAYMENTS TO THE CONTRACTOR

10.1 MONTHLY STATEMENTS

10.2 FINAL PAYMENT

10.3 PAYMENTS TO SUBCONTRACTORS

10.4 DELAYED PAYMENTS BY OWNER

10.5 PAYMENTS FOR MATERIALS AND EQUIPMENT

10.6 WITHHOLDING PAYMENTS TO SUBCONTRACTORS

ARTICLE 11: INDEMNITY AND INSURANCE

11.1 INDEMNITY

11.2 CONTRACTOR'S INSURANCE

ARTICLE 12: TERMINATION OF THE AGREEMENT AND OWNER'S RIGHT TO PERFORM CONTRACTOR'S

OBLIGATION

12.1 TERMINATION BY THE CONTRACTOR

12.2 OWNER'S RIGHT TO PERFORM CONTRACTOR'S OBLIGATIONS AND TERMINATION BY OWNER FOR CAUSE ..

12.3 TERMINATION BY OWNER WITHOUT CAUSE

ARTICLE 13: ASSIGNMENT AND GOVERNING LAW

13.1 ASSIGNMENT CONSENT

13.2 GOVERNING LAWS

ARTICLE 14: NOTICE OF CLAIM, WAIVER OF REMEDIES, NO DAMAGES FOR DELAY

14.1 GOVERNING PROVISIONS

14.2 WRITTEN DETERMINATION OF CLAIM

14.3 EXCLUSIVE REMEDY FOR DELAYS

ARTICLE 15: MISCELLANEOUS

15.1 HARMONY

15.2 APPRENTICES

15.3 INVOICES

15.4 CONTRACTOR'S PROJECT RECORDS

15.5 MINORITY PARTICIPATION

15.6 CONTRACTOR'S PAYMENT RIGHTS

15.7 PUBLIC ENTITY CRIME INFORMATION STATEMENT

15.7.1 Criminal Background Checks

15.8 UNAUTHORIZED ALIENS

15.8.1 Unauthorized Aliens Checks Through E-Verify

15.9 DISCRIMINATION; DENIAL OR REVOCATION FOR THE RIGHT TO TRANSACT BUSINESS WITH PUBLIC

ENTITIES

15.10 ELECTRONIC MAIL CAPABILITIES

15.11 APPROPRIATION CONTINGENCY

15.12 ASSIGNMENT

15.14 EMPLOYMENT OF STATE RESIDENTS

15.15 POSTING OF JOB OPENINGS

15.16 CONFIDENTIALLY OF BUILDING PLANS

15.17 COOPERATION WITH THE INSPECTOR GENERAL

15.18 CURRENT FUNDING LIMITATIONS

15.19 ANTITRUST VIOLATION STATEMENT

EXHIBIT A: PROJECT TEAM PRIMARY REPRESENTATIVES

EXHIBIT B: CONSTRUCTION CONTRACT PRICE

EXHIBIT C: CONTRACTOR'S KEY LIST OF PROJECT PERSONNEL

EXHIBIT D: CONTRACTOR’S LIST OF SUBCONTRACTORS

EXHIBIT E: CERTIFICATE OF SUBSTANTIAL COMPLETION (SAMPLE)

EXHIBIT F: CERTIFICATE OF CONTRACT COMPLETION (SAMPLE)

EXHIBIT G: CERTIFICATE OF PARTIAL PAYMENT (SAMPLE)

EXHIBIT H: CLOSEOUT DOCUMENTATION CHECKLIST (SAMPLE)

EXHIBIT I: CHANGE ORDER REQUEST (SAMPLE)

EXHIBIT J: CONTRACTOR'S STATUS REPORT OF MINORITY & DISABLED VETERANS BUSINESS ENTERPRISE

(SAMPLE)

EXHIBIT K: FEDERAL REQUIREMENTS

CONSTRUCTION PROJECT AGREEMENT

BETWEEN OWNER AND CONTRACTOR

THIS CONSTRUCTION PROJECT AGREEMENT (“Agreement”) for Construction Services is made and entered into this _ day of ________________ in the year Two Thousand xxxx (xxxx), by and between The Florida Department of Agriculture and Consumer Services, hereinafter called the Owner, and xxxx

FEDERAL TAX I.D. NUMBER: xxxx hereinafter called the Contractor.

ARTICLE 1: THE PROJECT TEAM AND EXTENT OF AGREEMENT

The Contractor accepts the relationship of trust and confidence established with the Owner by this Agreement, covenants with the Owner to furnish its best skill and judgment and to cooperate with the Architect-Engineer in furthering the interests of the Owner. The Contractor agrees to furnish efficient business administration and superintendence, and to use its best efforts to complete the Project in the most sound, expeditious and economical manner consistent with the interest of the Owner and the terms of this Agreement.

1.1 THE PROJECT TEAM

The Contractor, the Owner and the Architect-Engineer, called the "Project Team", shall work jointly through final construction completion and shall be available thereafter should additional services be required. The Architect- Engineer will provide leadership on technical matters relating to design and the Contractor shall provide leadership to the Project Team on all matters relating to construction with support from the Owner.

The specific representatives of the Project Team are shown in Exhibit A attached.

1.2 EXTENT OF AGREEMENT

This Agreement entered into between the Owner and the Contractor is for the completion of the xxxx, and supersedes any prior negotiations, representations, or agreements not included or incorporated into this Agreement. The following documents are incorporated into and made a part of this Agreement: (1) xxxx dated xxxx by Architect-Engineer (“Construction Documents”); (2) xxxx dated xxxx by Architect-Engineer (“Specifications”); (3) xxxx dated xxxx (“Bid Solicitation”); and (4) Contractor’s response and bid submission for xxxx (“Bid Submission”, together with the Bid Solicitation are collectively referred to herein as the “Bid Documents”). Any reference herein to a document (including this Agreement) is to that document as duly modified or amended from time to time. By executing this Agreement, the Owner and Contractor each acknowledge and agree to all requirements herein. This Agreement may be amended only by written instrument signed by both Owner and Contractor, except that the Construction Documents and Specifications may be amended by the Architect-Engineer in accordance with Article 3.6 hereof. In the event of a conflict or inconsistency between any of the documents referenced in this Article 1.2, the controlling document(s) in order of precedence will be:

(1) this Agreement (including all attachments and exhibits attached hereto);

(2) Construction Documents;

(3) Specifications;

(4) Bid Solicitation;

(5) Bid Submission.

1.3 DEFINITIONS

Architect-Engineer – The Architect-Engineer shall be the Owner’s designated representative for all design and technical matters, whom will issue instructions to the Contractor and will assist in administering of this Agreement.

The Architect-Engineer’s interpretations and decisions shall be final regarding the Construction Documents and Specifications, provided that any changes to the Construction Documents or Specifications are effectuated pursuant to Article 3.6 hereof or by Change Order in accordance with Article 8.1 hereof. If no Architect-Engineer is listed in Exhibit A to this Agreement, then the Owner will deal directly with the Contractor in the administering this Agreement.

Contractor - The Contractor, responsible for the Project, shall be the single point of interface for all work trades and subcontractors for the duration of the Project. For the purposes hereunder, the Contractor (as well as its employees, contractors, subcontractors, etc.) is an independent contractor, and is not and shall not by its performance hereunder be deemed or construed under any circumstance to be, an employee, agent, representative, or servant of the Owner or the State of Florida.

Cost of the Project – Costs sets forth in Article 7.1.2 and 7.1.3 which are incurred by Contractor and directly related to the Project.

Final Completion – Work on the Project has progressed to a stage where the Project is fully and finally complete in accordance with this Agreement, as determined and certified in writing by the Architect-Engineer and the Owner.

Notice To Proceed – The term Notice To Proceed shall mean a written work order based on a defined scope of work, prepared by the Project Manager and issued to the Contractor. The Notice To Proceed shall be issued upon or after the execution date of this Agreement and all work performed pursuant to the Notice To Proceed shall be included in the amount set forth in the Construction Contract Price identified in Exhibit B.

Owner - The State of Florida, Department of Agriculture and Consumer Services, acting through its Commissioner or those persons designated by the Commissioner to act in its behalf. The entity that will occupy, use and own the Project upon Substantial Completion is the Owner. The funds with which the compensation for work performed in connection with the Project will be paid are under the control of the Owner, based on approval of each payment by The Division of Administration, Florida Department of Agriculture and Consumer Services. All duties of the Owner hereinafter shall be performed by The Florida Department of Agriculture and Consumer Services.

Owner's Representatives - The Project Manager and their superiors or designees.

Permitting Authority - The local authority with jurisdiction over the area in which the Project is located.

Project - The Project is the total and sum of all work to be performed by the Contractor and its subcontractors under this Agreement. The Project consists of all permitting, construction services and work, and code inspections necessary to fully complete the xxxx under this Agreement and for the amount set forth in Exhibit B.

Project Manager - The person designated by the Owner to provide direct interface with the Contractor with respect to the Owner's responsibilities. (See Exhibit A)

Substantial Completion – Work on the Project has progressed to the stage where (i) the Project, including mechanical, electrical, and equipment installations, can be occupied or used by the Owner for its intended purpose; (ii) any remaining work can be done without interfering with the Owner’s use; and (iii) formal instruction on all major equipment operation and maintenance, both verbal and written, along with as-built reproducible drawings have been given to Owner. The Architect-Engineer will issue a certificate of substantial completion in the form of Exhibit E in accordance with Article 2.2.9(8) hereof.

ARTICLE 2: CONTRACTOR'S SCOPE OF WORK

The Contractor is responsible for fully and satisfactorily completing the Project, which shall include, but is not limited to, those services described or specified herein. The services described or specified shall not be deemed to constitute an exhaustive specification with the intended purpose or effect of excluding services or responsibilities not specifically mentioned. The Owner and Contractor acknowledge and agree that the Owner is contracting with the Contractor to perform or cause to be performed all work and services necessary to complete the Project.

2.1 GENERAL

The Contractor represents and warrants that it has thoroughly reviewed this Agreement and all other documents related to the Project made available by the Owner and/or Architect-Engineer; visited and thoroughly inspected the Project site and familiarized itself with local conditions under which the Project will be constructed and operated;

familiarized itself with surveys or other as-built drawings that indicate the location of existing buildings, streets, utilities, equipment, components, conditions and other attributes having or likely to have an impact on the Project;

familiarized itself with pertinent Project dates, the Project schedule and any special requirements; and gathered any other information necessary for a thorough understanding of the Project.

If the Project involves modifications to any existing structure(s) on the Project site, the Contractor represents that it has also reviewed all plans, specifications, record drawings and as-builts applicable to the Project; and has thoroughly inspected existing conditions at the Project site to identify any deficiencies. Claims by the Contractor resulting from the Contractor’s failure to familiarize itself with the Project site or pertinent documents shall be deemed waived.

2.2 CONSTRUCTION

2.2.1 Contractor's Staff

The Contractor shall maintain sufficient off-site support staff, and competent full time staff at the Project site authorized to act on behalf of the Contractor to coordinate, inspect and provide general direction of the work and progress of the subcontractors and shall provide no less than those personnel during construction that are set forth in Exhibit C to this agreement. The Contractor shall not change any of those persons named in Exhibit C unless mutually agreed to by the Owner and Contractor. In such case, the Owner shall have the right of approval of the qualifications of replacement personnel. Such approval will not be unreasonably withheld. The Owner also retains the right to review the need and effectiveness of any employee or employees assigned by the Contractor, should the Project Manager question the need for the employee or employees.

The Contractor shall supervise and direct work at the project site. The Contractor shall, at a minimum, staff the project with personnel who shall:

(1) supervise and coordinate the Contractor’s personnel and act as its primary liaison with the Owner and

Architect-Engineer;

(2) coordinate trade contractors and suppliers, and supervise site construction services;

(3) be familiar with all trade divisions and trade contractor’s scopes of work, all applicable building codes, and this Agreement;

(4) check, review and coordinate shop drawings and materials delivered to the site, regularly review all work on the Project to determine its compliance with this Agreement, periodically confer with the Architect-Engineer and Owner to assure acceptable levels of quality;

(5) prepare and maintain Project records, including process documents;

(6) schedule and conduct weekly progress meetings with subcontractors to review such matters as jobsite safety, job procedures, schedule, construction progress, shop drawing status, and other information as necessary;

(7) schedule and conduct bi-weekly or monthly progress meetings with the Owner and Architect-Engineer to review such matters as construction progress, schedule and other information as necessary; and

(8) make provision for Project security to protect the Project site and materials stored off-site against theft, vandalism, fire and accidents.

2.2.2 Lines of Authority

The Contractor shall establish and maintain lines of authority for their personnel, and shall provide a description of such lines of authority to the Owner and all other affected parties such as the code inspectors of the Permitting Authority, the sub-contractors, the Architect-Engineer and the Owner's representatives, to provide general direction of the work and progress of the various phases and subcontractors. The Owner and Architect-Engineer may attend meetings between the Contractor and its subcontractors, however, such attendance shall not diminish either the authority or responsibility of the Contractor to administer the subcontractor.

2.2.3 Schedule Provisions

The Contractor shall provide subcontractors and the Owner, its representatives and the Architect-Engineer with copies of the Project schedule based on the deadlines for Substantial Completion and Final Completion provided herein and all construction progress must be updated monthly as required by Owner. Further, such schedule must be expanded for the construction period, setting forth all milestones, beginning and finishing dates, subcontractor and supplier responsibilities for performance and the relationships of their work to the balance of the Project. The Contractor shall also continue to provide current scheduling information and provide direction and coordination regarding milestones, beginning and finishing dates, responsibilities for performance and the relationships of the work of the subcontractors and suppliers to the Project to enable them to perform their respective tasks so that the development of construction progresses in a smooth and efficient manner in conformance with the overall project schedule. The schedule shall include all phases of the construction work, material supplies, long lead procurement, approval of shop drawings, change orders in progress, schedules for change orders, and performance testing requirements. They shall advise the Owner, its representatives and the Architect-Engineer of their requested participation in any meeting or inspection giving each at least one week notice unless such notice is made impossible by conditions beyond their control. They shall hold job-site meetings at least once each month with the Project Team and at least once each week with the subcontractors, or more frequently as required by work progress, to review progress, discuss problems and their solutions and coordinate future work with all subcontractors.

The Contractor shall cause its subcontractors and suppliers to comply with the Project schedule and applicable sub-schedules. The Contractor shall obtain and review schedules from subcontractors and suppliers, coordinate sub-schedules with the overall Project schedule, and enforce compliance with all applicable schedules to ensure timely completion of the Project. If at any time the Project is delayed, then (i) Owner will have all rights set forth herein, as well as all remedies at law or in equity, and (ii) the Contractor shall immediately notify the Owner of the probable cause(s) and possible alternatives, and make recommendations to minimize expense and/or delay to the Owner.

2.2.4 Bonds

In accordance with the provisions of Section 255.05, Florida Statutes, the Contractor shall provide to the Owner, a 100% Performance Bond and a 100% Labor and Material Payment Bond (collectively, “Bonds”) each (i) issued by a surety company (“Surety Company”) acceptable to Owner, and (ii) in an amount not less than the Contract Price).

To be acceptable to the Owner as surety for the Bonds, the Contractor shall provide Bonds issued by a Surety Company that complies with the following provisions:

(1) The Surety Company shall have a currently valid Certificate of Authority, issued by the State of Florida, Department of Financial Services, Office of Insurance Regulation, authorizing it to write surety bonds in the State of Florida.

(2) The Surety Company shall have currently valid Certificate of Authority issued by the United States

Department of Treasury under Sections 9304 to 9308 of Title 31 of the United States Code.

(3) The Surety Company shall be in full compliance with the provisions of the Florida Insurance Code.

(4) The Surety Company shall have at least twice the minimum surplus and capital required by the Florida Insurance Code at the time the invitation to bid is issued.

(5) If the Contract Price exceeds $500,000, the Surety Company shall also comply with the following provisions:

(A) The Surety Company shall have at least the following minimum ratings in the latest issue of Best's Key Rating Guide.

CONTRACT PRICE

POLICY

HOLDER’S

RATING

REQUIRED

FINANCIAL

RATING

$500,000 TO $1,000,000 A- CLASS I

$1,000,000 TO $2,000,000 A- CLASS II

$2,000,000 TO $5,000,000 A- CLASS III

$5,000,000 TO $10,000,000 A- CLASS IV

$10,000,000 TO $25,000,000 A- CLASS V

$25,000,000 TO $50,000,000 A- CLASS VI

$50,000,000 TO $100,000,000 A- CLASS VII

(B) The Surety Company shall not expose itself to any loss on any one risk in an amount exceeding ten percent (10%) of its surplus to policyholders, provided:

1. Any risk or portion of any risk being reinsured shall be deducted in determining the limitation of the risk as prescribed in this section, provided that the reinsuring carrier is authorized to do such business by the State of Florida, Department of Financial Services, Office of Insurance Regulation.

2. In the case of the surety insurance company, in addition to the deduction for reinsurance, the amount assumed by any co-surety, the value of any security deposited, pledged or held subject to the consent of the surety and for the protection of the surety shall be deducted.

2.2.5 Quality Control

The Contractor shall develop and maintain a program, acceptable to the Owner and Architect-Engineer, to assure quality control of the construction. Contractor shall supervise the work of all subcontractors and provide instructions to each when their work does not conform to the requirements of this Agreement and Contractor shall continue to exert its influence and control over each subcontractor to ensure that corrections are made in a timely manner so as to not affect the efficient progress of the work. The Contractor shall promptly reject any work: which is defective (whether by reason of defective materials, workmanship, or both); which does not conform to this Agreement (including the Construction Documents and Specifications); or which does not comply with any applicable law, statute, building code, rule or regulation of any public authority or agency. Should disagreement occur between the Contractor, the Owner, or the Architect-Engineer over acceptability of work, the Owner shall be the final judge of acceptability. The acceptance of any work by the Owner will not preclude the subsequent rejection thereof if such work is found to be defective after installation.

2.2.6 Subcontractor Interfacing

The Contractor shall be the single point of interface with all subcontractors for the Owner and all of Owner’s agents and representatives for the Project including the Architect-Engineer. The Contractor shall review the costs of all Change Orders and requests for proposals with all affected subcontractors and advise the Owner and Architect- Engineer of their validity and reasonableness, acting in the Owner's best interest prior to requesting written approval of each change order from the Owner. Before any work is begun on any change order, a written authorization from the Owner must be issued. However, when health and safety are threatened, the Contractor shall act immediately and reasonably to remove the threat to health and safety. They shall also carefully review all shop drawings and then forward the same to the Architect-Engineer for review and actions. The Architect-Engineer will transmit them back to the Contractor who will then issue the shop drawings to the affected subcontractor for fabrication or revision. The Contractor shall maintain a suspense control system to promote expeditious handling. They shall request the Architect-Engineer to make interpretations of the drawings or specifications requested by the subcontractors and shall maintain a suspense control system to promote timely response. The Contractor shall advise the Project Manager and Architect-Engineer when timely response is not occurring on any of the above.

2.2.7 Permits

The Contractor shall secure all necessary building permits from the Permitting Authority and all necessary utility connection permits, the cost of which will be considered a direct cost item.

2.2.8 Job Site Requirements

(1) The Contractor shall provide for each of the following activities as a part of the Contract Price:

(A) Maintain a log of daily activities, including manpower records, weather, delays, major decisions, etc.

(B) Maintain a roster of companies on the Project with names and telephone numbers of key personnel.

(C) Establish and enforce job rules governing parking, clean-up, use of facilities and worker discipline.

(D) Provide labor relations management for a harmonious, productive project.

(E) Provide a safety program for the project to meet OSHA requirements. Monitor for subcontractor compliance without relieving them of responsibilities to perform work in accordance with the best acceptable practice.

(F) Provide a quality control program as developed under Article 2.2.5 hereinabove.

(G) Any other activities applicable to the job site and required hereunder to be performed by Contractor.

(2) The Contractor shall provide personnel and equipment or shall arrange for separate subcontracts to provide each of the following as a direct cost item:

(A) Schedule the services of independent testing laboratories and provide the necessary testing of materials to ensure conformance to contract requirements.

(B) The printing and distribution of all required bidding documents and shop drawings, including the sets required by the Permitting Authority's inspectors.

(C) Any other materials or services required hereunder and applicable to personnel, equipment, or separate subcontracts.

2.2.9 Job Site Administration

The Contractor shall provide as part of their contract price, job site administrative functions during construction to assure proper documentation, including but not limited to such things as the following:

(1) Job Meetings - Hold weekly progress and coordination meetings to provide for an easy flowing project.

Implement procedures and assure timely submittals, expedite processing approvals and return of shop drawings, samples, etc. Coordinate and expedite critical ordering including delivery of materials, work sequences, inspection and testing, labor allocation, etc. Review and coordinate each subcontractor's work. Review and implement revisions to the Project schedule. Monitor and promote safety requirements. In addition, regular project status meetings will be held between the Architect-Engineer, Owner and Contractor either biweekly or monthly, whichever is designated by the Project Manager.

Use the job site meeting as a tool for preplanning of work and enforcing schedules and for establishing procedures, responsibilities, and identification of authority for all to clearly understand.

Identify party or parties responsible for follow-up on any problems, delay items or questions and record course for solution. Revisit each pending item at each subsequent meeting until resolution is achieved.

Require all present to make any problems or delaying event known to those present for appropriate attention and resolution.

(2) Shop Drawing Submittals/Approvals - Provide staff to check shop drawings and to implement procedures for submittal and transmittal to the Architect-Engineer of such drawings for action, and closely monitor their submittal and approval process.

(3) Material and Equipment Expediting - Provide staff to closely monitor material and equipment deliveries, perform quality control checking and implement follow-up procedures on supplier commitments of all subcontractors.

(4) Payments to subcontractors - Develop and implement a procedure for review, processing, and payment of applications by subcontractors for progress and final payments.

(5) Document Interpretation - Refer all questions for interpretation of the documents prepared by the Architect-Engineer to the Architect-Engineer.

(6) Reports and Project Site Documents - Record the progress of the Project. Submit monthly written progress reports to the Owner and the Architect-Engineer summarizing the progress of the Project, including: information on the subcontractor's work; the percentage of completion; schedule updates;

digital progress photographs, logs for Requests for Information, Change Orders, submittals/ shop drawings, and deficiencies. Keep a daily log available to the Owner, the Architect-Engineer and the Permitting Authority inspectors.

(7) Subcontractor's Progress - Prepare periodic punch lists for subcontractor's work including unsatisfactory or incomplete items and schedules for their completion.

(8) Substantial Completion - Ascertain when the work or designated portions thereof are ready for the Owner’s and Architect-Engineer's Substantial Completion inspection. From the Architect-Engineer's list of incomplete or unsatisfactory items, prepare a schedule for their completion indicating completion dates for the Owner's review. If the Contractor wishes the Architect-Engineer to conduct a pre- Substantial Completion inspection in conjunction with its own forces, the Architect-Engineer will prepare the pre-substantial punch list from which the Contractor will develop a completion schedule.

The Architect-Engineer will issue a certificate of Substantial Completion when the work on the pre-substantial punch list has been accomplished (See Exhibit E).

(9) Final Completion - Monitor the Subcontractor's performance on the completion of the Project and provide notice to the Owner and Architect-Engineer that the work is ready for final inspection. Secure and transmit to the Owner, through the Architect-Engineer, all required guarantees, affidavits, releases, bonds and waivers, manuals, record drawings, and maintenance books including the Final Completion form shown in Exhibit F.

(10) Start-Up - With the Owner's personnel, direct the checkout of utilities, operations, systems and equipment for readiness and assist in their initial start-up and testing by the trade subcontractors.

(11) Record Drawings - During the progress of the work, the Contractor shall require the plumbing, utility, sitework, air conditioning, heating, ventilating, elevator, and electrical subcontractors to record on their field sets of drawings the exact locations, as installed, of all conduit, pipe and duct lines whether concealed or exposed which were not installed exactly as shown on the contract drawings. The Contractor shall also record all drawing revisions that have been authorized by Change Order that effect wall or partition locations, door and window locations and other template changes. The exact routing of conduit runs shall be shown on these drawings.

Each drawing shall be noted "As Built" and shall bear the date and name of the subcontractors that performed the work. Where the work was installed exactly as shown on the contract drawings the sheets shall not be disturbed except as noted above.

The Contractor shall review the completed As-Built drawings and ascertain that all data furnished on the drawings are accurate and truly represent the work as actually installed. When manholes, boxes, underground conduits, plumbing, hot or chilled water lines, inverts, etc. are involved as part of the work, the Contractor shall furnish true elevations and locations, all properly referenced by using the original bench mark used for the institution or for this Project.

2.2.10 Administrative Records

The Contractor will maintain files and records for review by the Owner and Architect-Engineer upon request such as, but not limited to the following:

Contracts or Purchase Orders Shop Drawing Submittal/Approval Logs Equipment Purchase/Delivery Logs- Contract Drawings and Specifications with Addenda Warranties and Guarantees Cost Accounting Records:

Labor Costs Material Costs Subcontractor Payment Exception Report Equipment Costs Cost Proposal Requests Payment Request Records Meeting Minutes

Cost-Estimates

Lab Test Reports Insurance Certificates and Bonds Contract Changes Material Purchase Delivery Logs Technical Standards Design Handbooks As-Built" Marked Prints Operating & Maintenance Instruction Daily Progress Reports Monthly Progress Reports Correspondence Files Transmittal Records Inspection Reports Bid/Award Information Punch Lists

Schedule and Updates Suspense Files of Outstanding Requirements

The Project records shall be available at all times to the Owner and Architect-Engineer for reference or review.

2.2.11 Owner Occupancy

The Contractor shall provide services during construction, which will provide a smooth and successful Owner occupancy of the project. The Contractor shall provide consultation and project management to facilitate Owner occupancy and provide transitional services to get the work, as completed by the Contractor "on line" in such conditions as will satisfy Owner operational requirements.

Contractor shall conduct their preliminary punch list inspection and coordinate the completion of all punch list work to be done with Owner occupancy requirements in mind.

Contractor shall catalog operational and maintenance requirements of equipment to be operated by maintenance personnel and convey these to the Owner in such a manner as to promote their usability. They shall provide operational training, in equipment use, for building operators.

Contractor shall secure required guarantees and warranties, assemble and deliver same to the Owner in a manner that will facilitate their maximum enforcement and assure their meaningful implementation.

Contractor shall continuously review "As-Built" Drawings and mark up progress prints to provide as much accuracy as possible.

The Owner will not occupy or take control of the Project until the above items discussed in this paragraph have been completed and the "Substantial Completion", "Start-Up", "Record Drawing", and "Warranty" requirements specified in paragraphs 2.2.9(8), 2.2.9(10), 2.2.9(11), and 2.2.12 have been completed to the Owner's satisfaction excluding the requirements for a warranty inspection specified after Owner Occupancy.

2.2.12 Warranty

Where any work is performed by the Contractor's own forces or by subcontractors under contract with the Contractor, the Contractor shall warrant that all materials and equipment included in such work will be new except where indicated otherwise in this Agreement, and that such work will be of good quality, free from improper workmanship and defective materials and in conformance with this Agreement. With respect to the same work, the Contractor further agrees to correct all work found by the Owner to be defective in material and workmanship or not in conformance with this Agreement for a period of one (1) year from the date of Substantial Completion or for such longer periods of time as may be set forth with respect to specific warranties contained in the trade sections of the Specifications. The Contractor shall collect and deliver to the Owner any specific written warranties given by others as required by this Agreement. Also, the Contractor shall conduct, jointly with the Owner and the Architect- Engineer, a warranty inspection at a specified period of time after the date of Owner Occupancy.

ARTICLE 3: OWNER'S RESPONSIBILITIES

3.1 OWNER'S INFORMATION

The Owner shall cause to be provided full information regarding the Owner’s requirements for the Project.

3.2 OWNER'S REPRESENTATIVE

The Owner shall designate a representative who shall be fully acquainted with the Project and shall define the lines of Owner authority to approve Change Orders. He shall render decisions promptly and furnish information expeditiously.

3.3 SITE SURVEY AND REPORTS

The Owner shall provide for the furnishing for the site of the Project all surveys required to complete the Project describing the physical characteristics, soil reports, and subsurface investigations, legal limitations, utility locations, and a legal description.

3.4 EASEMENTS

The Owner shall pay for easements required by governmental authority(ies) for the construction, use or occupancy of permanent structures or for permanent changes in existing facilities, as part of the Agreement.

3.5 LEGAL SERVICES

The Owner shall furnish such legal services as may be necessary for providing the items set forth in Article 3.4.

3.6 DRAWINGS AND SPECIFICATIONS

The Contractor will be furnished a reproducible set of all copies of Construction Documents and Specifications (including any amendments or modifications thereto) reasonably necessary and ready for printing. The Architect-Engineer may amend the Construction Documents or Specifications from time to time by delivering copies of such amendment(s) to Contractor and Project Manager (subject only to Owner’s right to reject such amendment(s) upon its review of same).

3.7 COST OF SURVEYS & REPORTS

The services, information, surveys and reports required by the above paragraphs shall be furnished with reasonable promptness in accordance with the approved schedule at the Owner's expense, and the Contractor shall be entitled to rely upon the accuracy and completeness thereof.

3.8 PROJECT FAULT DEFECTS

If the Owner becomes aware of any fault or defect in the Project or non-conformance with the Construction Documents and Specifications, prompt written notice shall be given to the Contractor and Architect-Engineer.

3.9 FUNDING

The Owner shall furnish in accordance with the established schedule, reasonable evidence satisfactory to the Contractor that sufficient funds will be available and committed for the Construction Contract Price. The Contractor shall not commence any work, unless authorized in writing by the Owner.

3.11 LINES OF COMMUNICATION

The Owner and Architect-Engineer shall communicate with the Contractor’s subcontractors or suppliers only through the Contractor, except with regard to disputed matters arising between Contractor and Owner.

3.12 LINES OF AUTHORITY

The Owner shall establish and maintain lines of authority for its personnel and shall provide a description thereof to the Contractor.

ARTICLE 4: PERMITTING AND INSPECTION

Before work on the Project can begin, it is necessary by statute for the Contractor to obtain a Building Permit. In addition, construction will be inspected for quality, code compliance, and compliance with Construction Documents and Specifications by inspectors working for the Permitting Authority. The building permitting and code inspection requirements shall be as described in Articles 4.1 through 4.2 hereinafter. The Contractor shall fully cooperate and coordinate with the Permitting Authority during the course of the Project.

For all New Construction and Modifications to Existing State Facilities, permits are required per Sections 633.206 and 633.218, Florida Statutes.

4.1 BUILDING PERMITS

The Contractor is obligated to obtain and pay for a building permit from the local authority for construction applicable to this State facility and from the State Fire Marshal. The State Fire Marshal has jurisdiction over any new construction, renovations, or alterations to any existing state-owned building or state-leased space in order to comply with uniform fire safety standards.

In the case of building, mechanical, plumbing, electrical, other internal system permits and connection permits, the Contractor is obligated to obtain such permits and pay such fees.

The Contractor has determined the permits and fees required by any entity having jurisdiction over any part of the Project and has included all costs associated therewith as part of the Contract Price.

The State Fire Marshal has jurisdiction of all State Facilities.

4.2 CODE INSPECTIONS

All projects will require detailed code compliance inspections by the local authorities with jurisdiction over the area in which the Project is located. The disciplines normally include, but are not necessarily limited to, structural, mechanical, electrical, plumbing and general building. The Contractor shall make all permits, drawings, specifications, previous inspection reports, and Change Orders (if any) available to Code Inspectors. The Contractor shall provide a copy of each inspection report to the Architect-Engineer and Owner within five days of Contractor’s receipt thereof.

ARTICLE 5: SUBCONTRACTS

5.1 DEFINITION

A subcontractor is a person or organization who has a direct contract with the Contractor to perform any of the work at the Project site. Nothing contained in this Agreement shall create any contractual relation between the Owner or Architect-Engineer and any subcontractor.

5.2 PROPOSALS

Subject to Article 7, the Contractor shall request and receive proposals from subcontractors and suppliers and will award those contracts to the qualified low bidder after review of each proposal and is satisfied that the subcontractor is qualified to perform the work. The Contractor shall provide to Owner the Contractor’s List of Subcontractors in the form of Exhibit D attached hereto, which shall list by name and general Project responsibility (trade) each subcontractor who will be utilized by the Contractor to provide goods and services with respect to the Project. The Contractor shall not enter into any agreement with any subcontractor or supplier to which the Owner raises a reasonable, timely objection; Contractor shall promptly notify the Owner in writing of any proposed replacements, the reasons therefore, and the name and qualifications of the proposed replacement. The Owner shall have the right, in its reasonable discretion, to reject any proposed replacement.

5.3 REQUIRED SUBCONTRACTORS' QUALIFICATIONS AND SUBCONTRACT CONDITIONS

5.3.1 Subcontractual Relations

By an appropriate written agreement, the Contractor shall require each subcontractor to the extent of the work to be performed by the subcontractor, to be bound to the Contractor by the terms of this Agreement, and to assume toward the Contractor all the obligations and responsibilities which the Contractor by this Agreement, assumes toward the Owner and the Architect-Engineer. Said agreements shall preserve and protect the rights of the Owner and Architect-Engineer under this Agreement with respect to the work to be performed by the subcontractor so that the subcontracting thereof will not prejudice such rights. Where appropriate, the Contractor shall require each subcontractor to enter into similar agreements with their sub-subcontractor.

The Contractor shall make available to each proposed subcontractor, prior to the execution of a subcontract, copies of this Agreement to which the subcontractor will be bound by this Article 5.3 and identify to the subcontractor any terms and conditions of the proposed subcontract which may be at variance with this Agreement. Each subcontractor shall similarly make copies of this Agreement available to his sub-subcontractors.

5.3.2 Subcontract Requirements

(1) On all subcontracts where the bid exceeds $200,000.00, each subcontractor must provide proof of their experience to perform the trade and a financial statement to the Contractor. The subcontractors’ financial condition must demonstrate that adequate fixed and liquid assets and equipment are available to properly perform the subcontract.

(2) Workforce - The subcontractor must agree to perform no less than 15% of the Project construction work utilizing its own employees.

(3) Subcontractor experience - The subcontractor must have successfully completed no less than two projects of similar size and complexity within the last five years.

(4) Supervision - The subcontractor must agree to provide field (on-site) supervision through a named superintendent for each trade (general concrete forming and placement, masonry, mechanical, plumbing, electrical and roofing) included in the subcontract. In addition, the subcontractor shall assign and name a qualified employee for scheduling direction for its work. The supervisory employees of the subcontractor (including field superintendent, foreman and schedulers at all levels) must have been employed in a supervisory (leadership) capacity of substantially equivalent level on a similar project for at least two years within the last five years. The subcontractor shall include a resume of experience for each employee they have identified to supervise and schedule the work.

(5) All subcontracts shall provide:

(A) LIMITATION OF REMEDY - NO DAMAGES FOR DELAY - That the subcontractor's exclusive remedy for delays in the performance of the contract caused by events beyond its control, including delays claimed to be caused by the Owner or Architect-Engineer or attributable to the Owner or Architect-Engineer and including claims based on breach of contract or negligence, shall be an extension of its contract time.

In the event of a change in the work the subcontractor's claim for adjustments in the contract sum are limited exclusively to its actual costs for such changes plus no more than 15% for overhead and profit and bond costs.

Each subcontract shall require the subcontractor to expressly agree that the foregoing constitute the sole and exclusive remedies for delays and changes in the work and thus eliminate any other remedies for claim for increase in the contract price, damages, losses or additional compensation.

(B) Each subcontract shall require that any claims by subcontractor for delay or additional cost must be submitted to Contractor within the time and in the manner in which the Contractor must submit such claims to the Owner, and that failure to comply with the conditions for giving notice and submitting claims shall result in the waiver of such claims.

5.4 RESPONSIBILITIES FOR ACTS AND OMISSIONS

The Contractor shall be responsible to the Owner for the acts and omissions of Contractor’s employees and agents and Contractor’s subcontractors, their agents and employees, and all other persons performing any of the work or supplying materials under a contract to the Contractor.

5.5 SUBCONTRACTS TO BE PROVIDED

The Contractor shall provide a copy of each subcontract, including any amendments or supplementary conditions, to the Owner upon request.

ARTICLE 6: SCHEDULE, TIME OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

6.1 SUBSTANTIAL COMPLETION DEADLINE, FINAL COMPLETION DEADLINE

At the time a Notice To Proceed is issued to the Contractor, a Substantial Completion deadline (the “Substantial Completion Deadline”) and a Final Completion deadline (“Final Completion Deadline”) shall be fixed based on the deadlines provided for same in the Bid Documents. The Contractor agrees to complete construction of the Project in strict accordance with the Substantial Completion Deadline and Final Completion Deadline. The Contractor acknowledges that failure to attain Substantial Completion and Final Completion of the Project by the Substantial Completion Deadline and Final Completion Deadline, respectively, may result in substantial damages to the Owner, for all of which damages the Contractor shall be liable.

6.2 LIQUIDATED DAMAGES

(1) In the event that Substantial Completion does not occur by the Substantial Completion Deadline and/or

Final Completion does not occur by the Final Completion Deadline, and inasmuch as failure to complete the Project by such deadline will result in substantial injury to the Owner, and as damages arising from such failure cannot be calculated with any degree of certainty, it is hereby agreed that, if the Project is not completed by one or both of the foregoing deadlines, the Contractor shall pay to the Owner, as liquidated damages for such delay and not as a penalty, two hundred fifty dollars ($250) for each calendar day elapsing between the deadline fixed for completion and the actual date of completion.

(2) The liquidated damages shall be payable in addition to any excess expenses or costs payable by the

Contractor to the Owner under this Agreement and shall not preclude the recovery of damages by the Owner under other provisions of this Agreement, except claims based on Contractor’s delays in Substantial Completion or Final Completion.

(3) Owner's right to receive liquidated damages shall in no manner affect the Owner's right to terminate this

Agreement, as provided herein. The Owner's exercise of the right to terminate shall not release the Contractor from the obligation to pay said liquidated damages.

(4) When the Owner reasonably believes (1) that Substantial Completion will be inexcusably delayed or (2) that the Contractor will fail to achieve Final Completion by the Final Completion Deadline, the Owner shall be entitled, but not required, to withhold from any amounts otherwise due the Contractor the daily amount specified for liquidated damages as described above for each calendar day of the unexcused delay. If and when the Contractor overcomes the delay in timely achieving Substantial Completion or Final Completion, or any part thereof, for which the Owner has withheld payment, the Owner shall promptly release to the Contractor those funds withheld, but no longer applicable, as liquidated damages.

6.3 EFFECTIVE DATE OF WARRANTIES

Warranties called for by this Agreement or by the Construction Documents or Specifications shall commence on the date of Substantial Completion of the project.

ARTICLE 7: CONTRACTOR'S COMPENSATION

7.1 CONTRACT PRICE

In consideration of the Contractor’s performance hereunder, the Owner agrees to pay the Contractor the fixed price designated as the TOTAL CONSTRUCTION CONTRACT PRICE in Exhibit B (“Contract Price”, “Contract Sum” or “Construction Contract Price”). The Owner shall pay and the Contractor shall accept, as full and complete payment for the Contractor’s timely and complete performance of its obligations herein the Contract Price. The Contract Price includes the aggregate amount of all allowances and any unit price items to be furnished or installed.

Payment of any costs to complete the Project which would cause the Contract Price to be exceeded shall be the responsibility of the Contractor without reimbursement by Owner.

The Contract Price may be modified only by Change Order as provided in Article 8 hereof.

7.1.1 Construction Fee

Prior to construction, the Owner will direct the Contractor in writing with issuance of a Notice To Proceed to commence with construction.