Part 2 GS - DCF ITB 2425 027 - NEFSH_v6clean.pdf

Standard Contract Part 2

(GS) MAY 2024

FLORIDA DEPARTMENT OF CHILDREN AND FAMILIES

STANDARD CONTRACT PART 2 (GENERAL SERVICES)

EXHIBIT A – SPECIAL PROVISIONS

The following provisions supplement or modify the provisions of Items 1 through 11 of the Standard Contract Part 1, as provided herein:

A.1. ENGAGEMENT, TERM, AND CONTRACT DOCUMENT

A.1.1. The definitions found in the Standard Contract, located at:

https://www.myflfamilies.com/admin/contracts/docs/GlossaryofContractTerms.pdf are incorporated into and made part of this Contract.

A.1.2. Architect-Engineer – The Department has a Contract with the Architect-Engineer and will work with the Architect-Engineer in making decisions as it relates to this Contract. When an Architect-Engineer is used on a Project, all communication must include the Architect-Engineer and the Department’s Project Manager. All communication the Project Manager has with the Contractor will be relayed to the Architect-Engineer.

A.1.3. Amendment – An addition or alteration made in writing to the Contract.

A.1.4. Application for Payment – The form accepted by the Project Manager which is to be used by Contractor in requesting progress or Final Payments, includes supporting documentation as is required herein.

A.1.5. Certificate for Payment – Written certificate executed by the Architect-Engineer indicating the amount the Contractor is entitled to be paid.

A.1.6. Certificate of Substantial Completion – Written certificate approved by the Architect Engineer for Substantial Completion when such Work or a component of the Work is sufficiently complete in accordance with the Contract.

A.1.7. Change Order – A document recommended by the Project Manager, which is signed by the Contractor and Department and authorizes an addition, deletion or revision in the Work or an adjustment in the Contract Price or the Contract Time, issued on or after the Effective Date of the Contract.

A.1.8. Claim – A Claim is a demand or assertion, as a matter of right, payment of money, a change in the Contract Time, or other relief with respect to the terms of the Contract.

A.1.9. Construction Schedule – A schedule of construction progress with the anticipated commencement and completion dates of each phase of construction.

A.1.10. Contract – See Section 1.4 of the STANDARD CONTRACT PART 1. The contract represents the entire and integrated agreement between the parties hereto. The contract shall not be construed to create a contractual relationship of any kind between the Contractor and the Architect/Engineer, between the Department and subcontract(s), or between any persons or entities other than the Contractor and the Department.

A.1.11. Contractor’s Fee – Shall mean the full amount of compensation for all costs and expenses including overhead, profit, bond and insurance not included in the Net Cost of Extra Work.

A.1.12. Contract Price – The Contract Price constitutes the total compensation (subject to authorized adjustments) payable to the Contractor for performing the Work.

A.1.13. Contract Sum – The amount arrived at by multiplying the quantities shown in the schedule of quantities and price by the respective item rates as allowed. Contract Sum means total Contract Price, including any Change Orders and Amendments.

A.1.14. Contract Time – The number of days or the date stated in the Contract for the completion of the Work.

A.1.15. Contractor – The person, firm, or corporation with whom Department has entered into the Contract.

A.1.16. Defective Work– Work that is unsatisfactory, faulty, or deficient, or does not conform to the Contract, or does not meet the requirements of any inspection, reference standard, test or approval referred to in the Contract or https://www.myflfamilies.com/admin/contracts/docs/GlossaryofContractTerms.pdf has been damaged prior to the Project Manager recommendation of Final Payment (unless responsibility for the protection thereof has been assumed by Department at Substantial Completion).

A.1.17. Department – The Florida Department of Children and Families, additionally any determinations made by the Department may be in conference with the Department’s contracted Architect/Engineer. The Architect- Engineer may in some instances make decisions on behalf of the Department.

A.1.18. Drawings – The drawings which show the character and Scope of the Work to be performed and which have been prepared or approved by the Project Manager and are referred to in the Contract.

A.1.19. Effective Date of the Contract – The date indicated in the Contract on which it becomes effective, but if no such date is indicated it means the date on which the Contract has been signed by the Contractor and Department.

A.1.20. Field Order – A written order issued by Project Manager which orders minor changes in the Work but does not involve a change in the Contract Price or the Contract Time.

A.1.21. Final Completion – The Project has achieved all the technical and performance requirements set out in the construction Contract. Any Work that remains to be completed after the Project has reached Substantial Completion is generally referred to as punch list Work and its completion usually constitutes Final Completion.

A.1.22. Final Inspection – Inspection of the Work by the Architect-Engineer to verify that the Work has reached Final Completion.

A.1.23. Final Payment – Final Payment means the last and final monetary compensation made to Contractor for any portion of the Work that has been completed and accepted for which payment has not been made, amounts owing to adjustments to the final Contract Sum resulting from approved Change Orders, and release of Contractor's retainage.

A.1.24. Inspection Plan – The purpose of a structural inspection plan (Threshold Inspection Plan), created for a Threshold Building, is to identify critical structural elements of the building to the Special Inspector so that those elements are properly inspected during construction to ensure compliance with the permitted documents A.1.25. Job Site –The immediate Work area within the property lines of a single construction project, alteration project, or maintenance project where electrical construction or alteration of electrical wiring is in progress.

A.1.26. Notice to Proceed – A written notice given by Architect-Engineer/Project Manager to Contractor, fixing the date on which the Contract Time will commence to run and on which Contractor shall start to perform the Contractor's obligations under the Contract.

A.1.27. Pre-construction Conference – a meeting between the Contractor and Architect Engineer/Project Manager to discuss a Project before construction Work is initiated.

A.1.28. Performance of Work –the furnishing of any personal service, labor, materials, or equipment used in the fulfillment of a contractor’s obligations.

A.1.29. Progress Payment – A partial payment made to the Contractor as Work progresses, but not more frequently than monthly.

A.1.30. Progress Schedule – The updated Construction Schedule which is revised monthly showing actual times of completion for various portions of the Work and includes revised completion dates for uncompleted Work, as well as reflecting Change Order Work, revisions, and modifications to the Work.

A.1.31. Project – The total construction of which the Work to be provided under the Contract may be the whole, or a part as indicated elsewhere in the Contract.

A.1.32. Project Manager – Department’s key point of contact for the Contract as stated in Section 1.2.4 of the Standard Contract Part 1. Responsible for managing Contract Work progress until completion of the Project. The Project Manager will Work with the Architect/Engineer to make decisions and manage the Contract.

A.1.33. Schedule of Values – Is a breakdown of each billable item of Work on the Project, along with the subsequent dollar-value of that particular Work task.

A.1.34. Service Connection – Is a pipe (excluding irrigation pipes), cable, wire, duct, or conduit that is intended to connect a facility with a user.

A.1.35. Shop Drawings – All Drawings, diagrams, illustrations, schedules, and other data which are specifically prepared by or for the Contractor, or prepared by a Supplier, to illustrate some portion of the Work, Contract or materials, or equipment.

A.1.36. Special Inspector – Florida-certified and performs inspections on Threshold Buildings.

A.1.37. Specifications – Those portions of the Contract consisting of written technical descriptions of materials, equipment, construction systems, standards, and Workmanship as applied to the Work and certain administrative details applicable thereto.

A.1.38. Substantial Completion – The Work (or a specified part thereof) has progressed to the point where, in the opinion of the Project Manager as evidenced by definitive certificate of Substantial Completion, it is sufficiently complete, in accordance with the Contract. Additionally, the Work (or specified part) can be utilized for the purposes for which it is intended; or if there be no such certificate issued when Final Payment is due. The terms "substantially complete" and "substantially completed" as applied to any Work refer to Substantial Completion thereof.

A.1.39. Superintendent – On construction projects, the Superintendent's job is to run the day-to-day operations on the construction site and control the short-term schedule. The role of the Superintendent also includes important quality control and subcontractor coordination responsibilities.

A.1.40. Supplier – A manufacturer, fabricator, supplier, distributor, materialman, or vendor.

A.1.41. Surety – The corporate body which is bound with and for the Contractor, which is primarily liable, and which guarantees the faithful performance of the Contract.

A.1.42. Threshold Building – As defined in Section 553.71, Florida Statutes (F.S.), a Threshold Building is any building greater than three stories or 50 feet in height, or which has an assembly occupancy classification that exceeds 5,000 square feet in area and an occupant content of greater than 500 persons. Special inspection requirements apply to such buildings under Section 553.79(5) (F.S.).

A.1.43. Time and Material - A method to establish price when the Contractor and Department cannot agree on the cost of Work after the Contractor has submitted a proposed price of Work to the Department. Under this method the Project Manager directs the Contractor to perform Work, documenting the Contractor’s costs for time and material, through Contractor’s submission of a daily timesheet and materials invoice, subject to approval by the Department’s designated representative. This documentation becomes the basis for the cost to the Department.

A.1.44. Underground Utilities – All pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels or other such facilities or attachments, and any encasements containing such facilities which have been installed underground to furnish any of the following services or materials: electricity, gases, steam, liquid petroleum products, telephone or other communications, cable television, sewage and drainage removal, traffic or other control systems or water.

A.1.45. Unit Price Work – Work to be paid for based on unit prices.

A.1.46. Work – The entire completed construction or the various separately identifiable parts thereof required to be furnished under the Contract. Work is the result of performing services, furnishing labor, and furnishing and incorporating materials and equipment into the construction, all as required by the Contract.

A.1.47. Work Directive Change – A written directive to the Contractor, following execution of the Contract, used to direct the Contractor to modify the required Work. A Work Directive Change may not change the Contract Price or the Contract Time but, is evidence that the Architect-Engineer/Project Manager expects that the change directed will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Time.

A.2. STATEMENT OF WORK

There are no additional provisions to this section of this contract.

A.3. PAYMENT, INVOICE AND RELATED TERMS

A.3.1. The following is added to Section 3.1, Prompt Payment and Vendor Ombudsman In accordance with §215.422(1), the Department has 20 business days to inspect and approve goods and services.

A.4. GENERAL TERMS AND CONDITIONS

The following is added to Section 4 A.4.1. Bonds

A.4.1.1. Performance and Other Bonds:

A.4.1.1.1. §255.05, Florida Statutes, provides that no Public Construction Bond shall be required for the construction of a public building, for the prosecution and completion of a public work, or for repairs upon a public building, or public work when the Contract Sum for such work is for $100,000 or less.

A.4.1.1.2. On Projects where the Contract Price exceeds $100,000, the Contractor shall, at the Contractor’s own cost, furnish the Department with a 100% Public Construction Bond, as security for the faithful performance and payment of all the Contractor's obligations under the Contract. Bonds shall be signed by a Florida Licensed Resident Agent and accompanied by a certified-current copy of the agent’s authority to act.

A.4.1.1.3. Additionally, § 255.05, Florida Statutes, further provides that: When such work is done for the State, the Secretary of the Department of Management Services may delegate to state agencies the authority to exempt any person entering into such a contract amounting to more than $100,000 but less than $200,000 from executing the payment and performance bond. Therefore, if the construction award amount for the Project is more than $100,000 but less than $200,000, then the payment and performance bond requirements for the Project shall be waived, and the Performance Bond and Labor and Material Payment Bond shall not be required.

A.4.1.1.4. If the Surety on any Bond furnished by the Contractor is declared bankrupt, becomes insolvent, its right to do business is terminated in any state where any part of the Project is located, or it ceases to meet the requirements herein, the Contractor shall within 5 days thereafter substitute another Bond and Surety, both of which must be acceptable to the Department.

A.4.1.2. Public Construction Bond:

These bonds shall be executed on behalf of the Contractor in the same manner and by the same person who executed the Contract.

A.4.1.3. Delivery of Bonds:

Upon providing the signed contract, the Contractor shall also deliver such Bonds as the Contractor is required herein.

A.4.2. Liability And Worker’s Compensation Insurance The following is added to Section 4.7

A.4.2.1. The Contractor agrees to provide adequate, comprehensive insurance coverage and hold such insurance during the existence of the Contract. The Contractor accepts full responsibility for identifying and determining the type(s) and extent of insurance necessary to provide reasonable financial protection for the Contractor and the Department under the Contract. The Contractor shall not commence any work until obtaining all the following types of insurance, and certificates of such insurance have been received by the Department. Nor shall the Contractor allow any Subcontractor to commence work on this Project until all similar insurance required of the subcontract has been so obtained.

A.4.2.2. The Contractor must carry and keep in force during the period of this Contract a general liability insurance policy or policies with a company authorized to do business in the State of Florida, affording public liability insurance with combined bodily injury limits of at least $200,000.00 minimum per person and $300,000.00 minimum each occurrence, and property damage insurance of at least $200,000.00 minimum each occurrence, for the services to be rendered in accordance with this Contract.

A.4.2.3. With respect to any general liability insurance policy required pursuant to this Contract, all such policies shall be issued by companies licensed to do business in the State of Florida. The Vendor shall provide to the Department certificates showing the required coverage to be in effect with endorsements showing the Department to be an additional insured prior to commencing any work under this Contract. The certificates and policies shall provide that in the event of any material change in or cancellation of the policies reflecting the required coverage, thirty days advance notice shall be given to the Department or as provided in accordance with Florida law.

A.4.2.4. The Department shall be exempt from, and in no way liable for, any sums of money which may represent a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the Vendor or Subcontractor providing such insurance. Policies that include Self Insured Retention (SIR) will not be accepted.

A.4.2.5. Workers’ compensation and employer’s liability insurance per Florida statutory limits (currently $200,000.00 per accident, $200,000.00 per person and $500,000.00 policy aggregate) covering all employees engaged in any Contract work;

A.4.2.6. Commercial general liability coverage on an occurrence basis in the minimum amount of $500,000.00 (defense cost shall be in excess of the limit of liability), naming the State as an additional insured; and A.4.2.7. Automobile liability insurance covering all vehicles, owned or otherwise, used in the Contract work, with minimum combined limits of $500,000.00, including hired and non-owned liability and $5,000.00 medical payment.

A.4.2.8. Property damage insurance of at least $200,000.00 minimum each occurrence, for the services to be rendered in accordance with this Contract. The certificates and policies shall provide that in the event of any material change in or cancellation of the policies reflecting the required coverage, 30 days advance notice shall be given to the Department or as provided, in accordance with Florida law.

A.4.2.9. Indemnification Rider: To the fullest extent permitted by law, the Contractor's Liability Policy shall indemnify and hold harmless the Department from and against Claims, damages, losses and expenses, including but not limited to attorney’s fees arising out of or resulting from negligent 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 there from, caused in whole or in part by negligent acts or omissions of the Contractor, a Subcontractor anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such Claim, damage, loss or expense is caused in part by the Department. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity, which would otherwise exist as to the Department.

A.4.2.10. The Contractor's Liability Policy shall include Contractual Liability Coverage designed to protect the Contractor for contractual liabilities assumed by the Contractor in the performance of this Contract.

A.4.2.11. If the Department finds it necessary to occupy or use a portion(s) of the Work prior to Substantial Completion, such use or occupancy may be accomplished; provided that no such use or occupancy shall commence before the insurers providing the property insurance have acknowledged notice thereof and in writing effected the changes in coverage necessitated thereby. The insurers providing the property insurance shall consent by endorsement on the policy or policies, but the property insurance shall not be canceled or lapse on account of any such partial use or occupancy.

A.4.2.12. Providing and maintaining adequate insurance coverage is a material obligation of the Contractor and is of the essence of the Contract, and at all times thereafter when the Contractor may be correcting, removing, or replacing defective Work. The Contract shall not limit the types of insurance the Contractor may desire to obtain or be required to obtain by law. The limits of coverage under each policy maintained by the Contractor shall not be interpreted as limiting the Contractor’s liability and obligations under the Contract. All insurance policies shall be through insurers authorized to write policies in the State of Florida.

A.4.2.13. The Contractor shall be fully liable for all stop-work orders and penalties issued pursuant to Chapter 440, Florida Statutes, because of any failure on the part of the Contractor or Subcontractors to procure and maintain required Worker's Compensation and Employer’s Liability Insurance.

A.4.2.14. The Contractor's Liability Policy shall provide "XCU" (Explosion, Collapse, Underground Damage) coverage for those classifications in which they are applicable.

A.4.2.15. The Contractor's Liability Policy shall include Broad Form Property Damage Coverage, Products and Completed Operations Coverages.

A.4.2.16. The Contractor's Liability Policy shall include Contractual Liability - Work Contracts Coverage designed to protect the Contractor for contractual liabilities assumed by the Contractor in the performance of this Contract.

A.4.2.17. Owner and Contractor’s Protective Liability Insurance:

The Contractor shall procure and furnish the Owner and Contractor Protective Liability Insurance Policy with the following minimum limits:

A.4.2.17.1. Bodily Injury and Property Damage Liability: $300,000.00 Each Occurrence, Combined Single Limit.

A.4.2.18. Contractor’s "All Risk" Insurance:

The Contractor shall secure and maintain during the life of this Contract a "Builder's Risk Policy", All Risks Form, and issued on a completed valued basis. Installation Floaters and other Inland Marine Forms may be utilized where applicable and are in the best interest of the State of Florida.

A.4.2.19. Asbestos-Abatement Contractor's Liability Insurance Pollution Endorsement: An asbestos-abatement Contractor shall also procure a pollution endorsement to his public liability insurance, against Claim or Claims expenses arising from abatement work, as required by §255.56 of the Florida Statutes. The coverage by the endorsement may be of the Claims-Made type.

A.4.3. General Insurance Requirements The following is added to Section 4.7

A.4.3.1. The Contractor shall not commence any work in connection with this Contract until he has obtained all of the required types of insurance, and such insurance has been approved by the Department. Nor shall the Contractor allow any Subcontractor to commence work on his subcontract until all similar insurance required of the Subcontractor has been so obtained and approved.

A.4.3.2. The insurance afforded to these additional insureds shall be primary insurance. If the additional insureds have other insurance which might be applicable to any loss, the amount of this insurance shall not be reduced or pro-rated by the existence of such other insurance.

A.4.3.3. The Contractor also agrees to obtain a waiver of subrogation as against the Department, the Project Manager, and their consultants and each of their directors, officers, agents, and employees by reason of any payment made on account of injury, including death resulting therefrom, sustained by an employee of the insured, arising out of the performance of the above-referenced contract.

A.4.3.4. All such insurance shall remain in effect until Final Payment and at all times thereafter when the Contractor may be correcting, removing, or replacing defective Work.

A.4.4. Waiver Of Rights The following is added to Section 4

A.4.4.1. The Department and Contractor waive all rights against each other for all losses and damages caused by any of the perils covered by the policies of insurance required herein, any other property insurance applicable to the Work, and also waive all such rights against the Subcontractors, Project Manager, Architect-Engineer consultants, and all other parties named as insureds in such policies for losses and damages so caused. As required herein, each subcontract the Contractor will contain the same waiver provisions. None of the above waivers shall extend to the rights that any of the insured parties may have to the proceeds of insurance held by the Department as trustee or otherwise payable under any policy so issued.

A.4.4.2. The Department and Contractor intend that any policies provided, shall protect all of the parties insured and provide primary coverage for all losses and damages caused by the perils covered thereby. Accordingly, all such policies shall contain provisions to the effect that in the event of payment of any loss or damage the insurer will have no rights of recovery against any of the parties named as insureds or additional insureds.

A.4.5. Assignment The following is added to Section 4 For and in recognition of good and valuable consideration, receipt of which is hereby acknowledged, the Contractor hereby conveys, sells, assigns, and transfers to the Department all rights, title, and interest in and to all causes to action it may now or hereafter acquire under the antitrust laws of the United States and the State of Florida for price fixing, relating to the particular goods or services purchased or acquired by the State of Florida pursuant to this Contract.

A.4.6. Changes And Reuse The following is added to Section 4

A.4.6.1. Amending and Supplementing Contract:

A.4.6.1.1. During the Performance of the Work, if there is a conflict, error, or discrepancy in the Contract, the Contractor shall so report to the Project Manager and Architect-Engineer, in writing at once and before proceeding with the Work affected thereby. The Contractor shall obtain a written interpretation or clarification from the Project Manager and Architect-Engineer.

A.4.6.1.2. If the Contractor observes that the Specifications or Drawings are at variance with any law and/or regulation, the Contractor shall give the Project Manager prompt written notice thereof, and any necessary changes will be authorized by one of the methods indicated herein. If the Contractor performs any Work knowing or having reason to know that it is contrary to such laws and/or regulations, and without such notice to the Project Manager, the Contractor shall bear all costs arising therefrom.

A.4.6.1.3. The Contract may be amended to provide for additions, deletions, and revisions in the Work or to modify the terms and conditions thereof in one or more of the following ways:

A.4.6.1.3.1. A formal Written Amendment, A.4.6.1.3.2. A Change Order, or A.4.6.1.3.3. A Work Directive Change.

A.4.6.2. Contract Price and Contract Time may only be changed by a Change Order or a Written Amendment.

A.4.6.3. The Contractor shall immediately indicate plainly and conspicuously on the field set of drawings and at appropriate paragraphs in the specifications, all changes or corrections made by an Amendment and Change Orders as they are issued.

A.4.6.4. In addition, the requirements of the Contract may be supplemented, and minor variations and deviations in the Work may be authorized, in one or more of the following ways:

A.4.6.4.1. Field Order, A.4.6.4.2. Architect and/or Engineer's review of a Shop Drawing or sample, or A.4.6.4.3. Architect-Engineer, or Project Manager’s written interpretation or clarification.

A.4.6.5. Reuse of Documents:

Neither the Contractor nor any Subcontractor, Supplier, other person, or organization, performing or furnishing any of the Work shall have or acquire any title to or ownership rights in any of the Drawings, Specifications or other documents prepared by or bearing the seal of the Department; and shall not reuse any on extensions of the Project.

A.5. RECORDS, AUDTS, AND DATA SECURITY

There are no changes or additions to this section.

A.6. INSPECTIONS, PENALITIES, AND TERMINATION

Section 6, is altered to add the following:

A.6.1. The Architect-Engineer/Project Manager will be the initial interpreter of the requirements of the Contract and judge of the acceptability of the Work. Claims, disputes, and other matters relating to the acceptability of the Work or the interpretation of the requirements of the contract pertaining to the performance and furnishing of the Work and Claims in respect of changes in the Contract Price or Contract Time will be referred initially to the Architect-Engineer in writing with a request for a formal decision in accordance with this paragraph. The Architect- Engineer/Project Manager will render a decision in writing within a reasonable time. Written notice of each such Claim, dispute and other matters will be delivered by the Claimant to and the other party promptly (but in no event later than 30 days) after the occurrence of the event and written supporting data will be submitted, and the other party within 60 days after such occurrence unless the Department allows an additional period of time to ascertain more accurate data in support of the Claim.

A.6.2. When functioning as interpreter and judge under the Architect-Engineer/ Project Manager will not show partiality to the Department or Contractor and will not be liable in connection with any interpretation or decision rendered in good faith in such capacity. The rendering of a decision with respect to any such Claim, dispute, or other matter, except any which have been waived by the making or acceptance of Final Payment, will be a condition precedent to any exercise by the Department or Contractor of such rights or remedies as either may otherwise have in respect of any such Claim, dispute, or other matter.

A.6.3. The Department May Suspend Work:

The Department may, at any time and without cause, suspend the Work or any portion thereof for a period of not more than 90 days by notice in writing to the Contractor, which will fix the date on which Work will be resumed. The Contractor may be allowed an increase in the Contract Price, or an extension of the Contract Time, or both. This must be directly attributable to any suspension if the Contractor makes an approved Claim.

A.6.4. Following Termination

A.6.4.1. The Department may, after giving the Contractor, and if appliable the Surety, seven days' written notice, terminate the services of the Contractor, exclude the Contractor from the site and take possession of the Work and of all the Contractor's tools, appliances, construction equipment and machinery at the site. This if for use to the same and full extent as could be used by the Contractor, without liability to the Contractor for trespass or conversion. Additionally, incorporate in the Work all materials and equipment stored at the site or for which the Department has paid the Contractor, but which are stored elsewhere and finish the Work as the Department deems expedient.

A.6.4.2. Section 6.2.6 of the Standard Contract is replaced with the following language:

In such case the Contractor shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the Contract Price exceeds the direct, indirect, and consequential costs of completing the Work, including but not limited to fees and charges of engineers, architects, attorneys and other professionals and court costs, such excess will be paid to the Contractor. If such costs exceed such unpaid balance, the

Contractor shall pay the difference to the Department. Such costs incurred by the Department will be approved as to reasonableness by the Project Manager and incorporated in a Change Order. When exercising any rights or remedies under this paragraph, the Department shall not be required to obtain the lowest price for the Work performed.

A.6.4.3. Termination of the Contractor will not affect any rights or remedies of the Department against the Contractor, then existing or which may thereafter accrue. Any retention or payment of moneys due to the Contractor by the Department will not release the Contractor from liability.

A.6.5. Suspension of Work: Contractor May Stop Work or Terminate:

If, through no act or fault of the Contractor, the Work is suspended for a period of more than 90 days by the Department or under an order of court or other public authority, or the Project Manager fails to act on any Application for Payment within 30 days after it is submitted, or the Department fails for 30 days to pay the Contractor any sum finally determined to be due, then the Contractor may, upon seven days' written notice to the Department, terminate the Contract and recover from the Department payment for all Work executed and any expense sustained plus reasonable termination expenses. In addition, and in lieu of terminating the Contract, the Contractor may upon seven days' written notice the Department stop the Work until payment of all amounts due. This provision shall not relieve the Contractor of the obligations to carry on the Work in accordance with the Progress Schedule and without delay during disputes and disagreements with the Department.

A.6.6. Department’s Right to Carry Out the Work If the Contractor fails to correct Work that is not in accordance with the requirements herein, or repeatedly fails to carry out Work in accordance with the Contract, the Department may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated. However, the right of the Department to stop the Work shall not give rise to a duty on the part of the Department to exercise this right for the benefit of the Contractor or any other person or entity.

A.6.7. Disputes

A.6.7.1. Continuing the Work:

The Contractor shall carry on the Work and adhere to the Progress Schedule during all disputes, Claims, or disagreements with the Department. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as permitted here, or as the Contractor and Department may otherwise mutually agreed upon in writing.

A.6.7.2. Decisions on Disputes and Claims:

The Department will be the initial interpreter of the requirements of the Contract and judge of the acceptability of the Work thereunder. Claims, disputes, and other matters relating to the acceptability of the Work or the interpretation of the requirements of the Contract pertaining to the performance and furnishing of the Work and Claims in respect of changes in the Contract Price or Contract Time will be referred initially to the Project Manager in writing with a request for a formal decision in accordance with this paragraph, which the Project Manager will render in writing. Written notice of each such Claim, dispute and other matters will be delivered by the Contractor to the Project Manager and the other party to the Contract promptly (but in no event later than 30 calendar days after the occurrence of the event giving rise thereto, and written supporting data will be submitted to the Project Manager and the other party within 60 calendar days after such occurrence unless the Project Manager allows an additional period of time to ascertain more accurate data in support of the Claim.

A.7. OTHER TERMS

A.7.1. The definitions found in the Standard Contract, located at:

https://www.myflfamilies.com/admin/contracts/docs/GlossaryofContractTerms.pdf are incorporated into and made part of this Contract.

A.7.2. Architect-Engineer – The Department has a contract with the Architect-Engineer and will work with the Architect-Engineer in making decisions as it relates to this Contract. When an Architect-Engineer is used on a Project, all communication must include the Architect-Engineer and the Department’s Project Manager. All communication the Project Manager has with the Contractor will be relayed to the Architect-Engineer.

A.7.3. Amendment – An addition or alteration made in writing to the contract.

A.7.4. Application for Payment – The form accepted by the Project Manager which is to be used by Contractor in requesting progress or Final Payments, includes supporting documentation as is required herein.

A.7.5. Certificate for Payment – Written certificate executed by the Architect-Engineer indicating the amount the Contractor is entitled to be paid.

A.7.6. Certificate of Substantial Completion – Written certificate approved by the Architect- Engineer for Substantial Completion when such Work or a component of the Work is sufficiently complete in accordance with the Contract.

A.7.7. Change Order – A document recommended by the Project Manager, which is signed by the Contractor and Department and authorizes an addition, deletion or revision in the Work or an adjustment in the Contract Price or the Contract Time, issued on or after the Effective Date of the Contract.

A.7.8. Claim – A Claim is a demand or assertion, as a matter of right, payment of money, a change in the Contract Time, or other relief with respect to the terms of the Contract.

A.7.9. Construction Schedule – A schedule of construction progress with the anticipated commencement and completion dates of each phase of construction.

A.7.10. Contract – See Section 1.4 of the Standard Contract Part 1. The Contract represents the entire and integrated agreement between the parties hereto. The Contract shall not be construed to create a contractual relationship of any kind between the Contractor and the Architect-Engineer, between the Department and subcontract(s), or between any persons or entities other than the Contractor and the Department.

A.7.11. Contractor’s Fee – Shall mean the full amount of compensation for all costs and expenses including overhead, profit, bond and insurance not included in the Net Cost of Extra Work.

A.7.12. Contract Price – The Contract Price constitutes the total compensation (subject to authorized adjustments) payable to the Contractor for performing the Work.

A.7.13. Contract Sum – The amount arrived at by multiplying the quantities shown in the schedule of quantities and price by the respective item rates as allowed. Contract Sum means total Contract Price, including any Change Orders and Amendments.

A.7.14. Contract Time – The number of days or the date stated in the Contract for the completion of the Work.

A.7.15. Contractor – The person, firm, or corporation with whom Department has entered into the Contract.

A.7.16. Defective – Work that is unsatisfactory, faulty, or deficient, or does not conform to the contract, or does not meet the requirements of any inspection, reference standard, test or approval referred to in the contract or has been damaged prior to the Project Manager recommendation of Final Payment (unless responsibility for the protection thereof has been assumed by Department at Substantial Completion).

A.7.17. Department – The Florida Department of Children and Families, additionally any determinations made by the Department may be in conference with the Department’s contracted Architect-Engineer. The Architect-Engineer may in some instances make decisions on behalf of the Department.

A.7.18. Drawings – The drawings which show the character and Scope of the Work to be performed and which have been prepared or approved by the Project Manager and are referred to in the Contract.

A.7.19. Effective Date of the Contract – The date indicated in the Contract on which it becomes effective, but if no such date is indicated it means the date on which the Contract has been signed by the Contractor and Department.

A.7.20. Field Order – A written order issued by Project Manager which orders minor changes in the work in, but which does not involve a change in the Contract Price or the Contract Time.

A.7.21. Final Completion – The Project has achieved all the technical and performance requirements set out in the construction contract. Any work that remains to be completed after the Project has reached Substantial Completion is generally referred to as punch list work and its completion usually constitutes Final Completion.

A.7.22. Final Inspection – Inspection of the Work by the Architect-Engineer to verify that the Work has reached Final Completion.

A.7.23. Final Payment – Final Payment means the last and final monetary compensation made to Contractor for any portion of the Work that has been completed and accepted for which payment has not been made, amounts owing to adjustments to the final Contract Sum resulting from approved Change Orders, and release of Contractor's retainage.

A.7.24. Inspection Plan – The purpose of a structural inspection plan (Threshold Inspection Plan), created for a threshold building, is to identify critical structural elements of the building to the Special Inspector so that those elements are properly inspected during construction to ensure compliance with the permitted documents A.7.25. Job Site –The immediate work area within the property lines of a single construction project, alteration project, or maintenance project where electrical construction or alteration of electrical wiring is in progress.

A.7.26. Notice to Proceed – A written notice given by Architect-Engineer/Project Manager to Contractor, fixing the date on which the Contract Time will commence to run and on which Contractor shall start to perform the Contractor's obligations under the Contract.

A.7.27. Pre-construction Conference – a meeting between the Contractor and Architect- Engineer/Project Manager to discuss a Project before construction work is initiated.

A.7.28. Performance of Work –the furnishing of any personal service, labor, materials, or equipment used in the fulfillment of a Contractor's obligations.

A.7.29. Progress Payment – A partial payment made to the Contractor as work progresses, but not more frequently than monthly.

A.7.30. Progress Schedule – The updated Construction Schedule which is revised monthly showing actual times of completion for various portions of the Work and includes revised completion dates for uncompleted Work, as well as reflecting Change Order work, revisions, and modifications to the Work.

A.7.31. Project – The total construction of which the Work to be provided under the Contract may be the whole, or a part as indicated elsewhere in the Contract.

A.7.32. Project Manager – Department’s key point of contact for the contract as stated in Section 1.3. Responsible for managing contract work progress until completion of the Project.

The Project Manager will work with the Architect-Engineer to make decisions and manage the contract.

A.7.33. Schedule of Values – Is a breakdown of each billable item of work on the Project, along with the subsequent dollar-value of that particular work task.

A.7.34. Service connection – Is a pipe (excluding irrigation pipes), cable, wire, duct, or conduit that is intended to connect a facility with a user.

A.7.35. Shop Drawings – All drawings, diagrams, illustrations, schedules, and other data which are specifically prepared by or for the Contractor, or prepared by a Supplier, to illustrate some portion of the Work, Contract or materials, or equipment.

A.7.36. Special Inspector – Florida-certified and performs inspections on threshold buildings.

A.7.37. Specifications – Those portions of the Contract consisting of written technical descriptions of materials, equipment, construction systems, standards, and workmanship as applied to the Work and certain administrative details applicable thereto.

A.7.38. Substantial Completion – The Work (or a specified part thereof) has progressed to the point where, in the opinion of the Project Manager as evidenced by definitive certificate of Substantial Completion, it is sufficiently complete, in accordance with the Contract. Additionally, the Work (or specified part) can be utilized for the purposes for which it is intended; or if there be no such certificate issued when Final Payment is due. The terms "substantially complete" and "substantially completed" as applied to any Work refer to Substantial Completion thereof.

A.7.39. Superintendent – On construction projects, the Superintendent's job is to run the day-to-day operations on the construction site and control the short-term schedule. The role of the Superintendent also includes important quality control and subcontractor coordination responsibilities.

A.7.40. Supplier – A manufacturer, fabricator, supplier, distributor, materialman, or vendor.

A.7.41. Surety – The corporate body which is bound with and for the Contractor, which is primarily liable, and which guarantees the faithful performance of the Contract.

A.7.42. Threshold Building – As defined in §553.71, Florida Statutes (F.S.), a Threshold Building is any building greater than three stories or 50 feet in height, or which has an assembly occupancy classification that exceeds 5,000 square feet in area and an occupant content of greater than 500 persons. Special inspection requirements apply to such buildings under §553.79(5) (F.S.).

A.7.43. Time and Material - A method to establish price when the Contractor and owner cannot agree on the cost of Work after the Contractor has submitted a proposed price of Work to the owner. Under this method the Project Manager directs the contractor to perform work, documenting the contractor’s costs for time and material, through Contractor’s submission of a daily timesheet and materials invoice, subject to approval by the Department’s designated representative. This documentation becomes the basis for the cost to the Department.

A.7.44. Underground Utilities – All pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels or other such facilities or attachments, and any encasements containing such facilities which have been installed underground to furnish any of the following services or materials: electricity, gases, steam, liquid petroleum products, telephone or other communications, cable television, sewage and drainage removal, traffic or other control systems or water.

A.7.45. Unit Price Work – Work to be paid for based on unit prices.

A.7.46. Work – The entire completed construction or the various separately identifiable parts thereof required to be furnished under the Contract. Work is the result of performing services, furnishing labor, and furnishing and incorporating materials and equipment into the construction, all as required by the Contract.

A.7.46.1. Work Directive Change – A written directive to the Contractor, following execution of the contract, used to direct the Contractor to modify the required Work. A Work Directive Change may not change the Contract Price or the Contract Time but, is evidence that the Architect-Engineer/Project Manager expects that the change directed will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Time.

A.8. FEDERAL FUNDS APPLICABLILITY

There are no additional provisions to this section of this contract.

A.9. CLIENT SERVICES APPLICABILITY

N/A

A.10. PROPERTY

There are no additional provisions to this section of this contract.

A.11. FEDERAL FUNDS APPLICABLILITY

There are no additional provisions to this section of this contract.

EXHIBIT B – SCOPE OF WORK

B.1. PROJECT SPECIFIC SCOPE OF WORK

Refer to Exhibits L and M for information about the Work to be completed for this Project.

B.2. EQUIPMENT

Any equipment that may reasonably be inferred from the Contract as being required to produce the intended result will be supplied whether or not specifically called for.

B.3. CONTRACT LIMITS

The Contractor will only be compensated for work performed as specified in this Contract. Work performed without specific direction from the Department shall be deemed by the Department to be gratuitous and not subject to charge by the Contractor or compensation by the Department.

B.4. FLORIDA PRODUCTS AND LABOR

The Contractor's attention is called to §255.04, Florida Statutes, which requires that Florida products and labor be used on public building contracts wherever price and quality are equal.

B.5. TAXES

B.5.1. Sales Tax:

Although the Department is not subject to the Florida Sales and Use Tax, any Contractor purchasing materials and services for use in the construction of State-owned buildings is not exempt from Florida Sales and Use Tax on these materials and services. (§ 212.08(6)) B.5.2. Federal Excise Taxes:

The Department is not subject to:

B.5.2.1. Federal Excise Taxes on materials or appliances that are incorporated into and become a part of the completed improvement.

B.5.2.2. Federal Tax on Transportation of Property.

In every case of a purchase of materials to be incorporated in the Work which are subject to Federal Excise Tax, the Department will furnish to the Contractor the necessary Federal Excise Tax Exemption Certificate upon receipt of a copy of the supplier's invoice showing the item or items, the net price, and Federal Excise Tax separately.

B.6. PRELIMINARY MATTERS

B.6.1. Notice to Secure Permits and Pay for Utility Connections B.6.2. A Notice to Secure Permits (NTSP) will be issued to the Contractor only after the following documents are provided to the Department:

B.6.2.1. Executed Contract.

B.6.2.2. If applicable, a fully executed Public Construction Bond.

B.6.3. A NTSP will be issued to the Contractor upon execution of the contract. The Contractor is allowed 30 calendar days from the time of this notice to secure a building permit and all other necessary permits, and to pay all required connection fees for all new utility services required for the Project, if such connection fees are required before construction can start.

B.6.4. Special permits such as tree removal, Water Management District, Dept. of Environmental Regulation, septic tank, etc., may be necessary before construction can start. If additional time is required, the Contractor shall request approval of a time extension for good cause for the purpose of obtaining any permit required prior to commencing construction on the site.

B.6.5. The Contractor shall not pay for or secure any other permits except as provided herein.

B.6.6. Notice to Proceed The Contractor shall notify the Department, upon paying for all required connections and securing the building permit.