GENERAL CONDITIONS OF CONTRACT BETWEEN OWNER AND DESIGN-BUILDER

TABLE OF CONTENTS

WUD PROJECT NO: XX-XXX GENERAL CONDITIONS - 2 Rev 09

1. Definitions

Wherever the words or terms defined in this GC Article 1 or pronouns used in their stead occur in the Specifications or other Contract Documents, they shall have the meanings herein given.

"Addendum" ‑ A written explanation, interpretation, change, correction, addition, deletion, or modification of the Contract Documents issued in writing by the Owner prior to opening the Bids.

“Agreement” means the Project Name Agreement (WUD Project No. XX-XXX) which these General Conditions are attached to as Attachment D.

“Alternative Dispute Resolution” or “ADR” – A dispute resolution process to resolve issues related to the Project. Unless a specific ADR process is required herein or by Laws and Regulations, the parties may agree to the format of the ADR procedure.

"Application for Payment" ‑ The form furnished by the County which is to be used by the Design-Builder to request progress or final payment and which includes such supporting documentation as is required by the Contract Documents.

"Bonds" ‑ Bid, Public Construction Bond, and other instruments which protect against loss due to inability, failure or refusal of the Design-Builder to perform the Work specified in the Contract Documents.

"Change Order" ‑ A document signed by the Design-Builder and the County 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 execution of the Agreement.

“Construction Documents” - Documents, consisting of Drawings and Technical Specifications, to be prepared or assembled by the Design-Builder consistent with the Design Criteria Package unless a deviation from the Design Criteria Package is specifically set forth in a Change Order executed by both the Owner and Design-Builder, as part of the design review process contemplated by GC Article 2.4.

"Construction Manager" ‑ The construction manager is an employee of the Design-Builder who shall be in attendance at the project site during performance of the Work and shall represent the Design-Builder. Communications given to the construction manager or decisions made by the construction manager shall be as binding as if given to or made by the Design-Builder. Important communications or decisions shall be confirmed in writing. Other communications or decisions shall be similarly confirmed on written request in each case.

“Contract Documents” – Shall have the meaning set forth in Article 2.1 of the Agreement.

"Contract Price" ‑ The total monies payable by the County to the Design-Builder under the terms and conditions of the Contract Documents.

"Contract Time" ‑ The number of successive calendar days stated in the Contract Documents for the completion of the Work.

“Cost of Work” – Costs as are further defined herein that are reasonably incurred in the delivery of a project that do not include overhead and profit.

"County" ‑ Palm Beach County Board of County Commissioners, Palm Beach County, Florida.

"Defective Work" ‑ Work that is unsatisfactory, faulty, or deficient; or that does not conform to the Contract Documents; or that does not meet the requirements of any inspection, reference standard, test, or approval referred to in the Contract Documents; or Work that has been damaged prior to final payment.

“Design-Builder” – As designated in the Agreement.

“Design-Builder’s Representative” – shall be _____________________.

“Design-Builder’s Senior Representative” shall be _____________________.

“Design Consultant” - A qualified, licensed design professional who is an employee of Design-Builder or a subconsultant furnishing design services required under the Contract Documents. A Design Sub-Consultant is a qualified, licensed design professional who is not an employee of the Design Consultant, but is retained by the Design Consultant or employed or retained by anyone under contract to Design Consultant, to furnish design services required under the Contract Documents.

"Drawings" ‑ The drawings, plans, maps, profiles, diagrams, and other graphic representations which show the character, location, nature, extent and scope of the Work to be performed, which have been prepared and approved by the Owner, and which are considered a part of the Contract Documents.

"Effective Date of the Agreement " ‑ The date indicated in the Agreement on which it was executed, but if no such date is indicated it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver.

"Field Order" ‑ An order by the Owner that does not impact the cost or time of performance of the Work.

“Final Completion or Final Acceptance” - The date on which all Work is complete as determined by the Owner in accordance with the Contract Documents, including but not limited to, any items identified in the punch list prepared under GC Article 56 and the submission of all documents set forth in GC Article 57.

“Force Majeure Events” - Events that are beyond the control of both Design-Builder and Owner, including the events of war, floods, labor disputes, earthquakes, epidemics, quarantine, travel restrictions, adverse or unusual weather conditions, and other acts of God.

“Guaranteed Maximum Price (GMP)” – The amount proposed by the Design-Builder and accepted by the Owner as the maximum cost to the Owner for construction of the Work in accordance with the Contract Documents. The GMP includes the sum of all reimbursable costs (cost of work, inclusive of contingencies and allowances) plus a fee for the Design-Builder’s overhead and profit. All costs incurred above the GMP are the responsibility of the Design-Builder.

"General Requirements" ‑ Division 1 of the Technical Specifications.

“Hazardous Conditions” - any materials, wastes, substances and chemicals which are considered or deemed to be hazardous, which are or become regulated by any local governmental authority, the State of Florida, or the United States Government, under applicable law, or the handling, storage, remediation, or disposal of any such materials which are regulated by applicable law.

"Inclement Weather" – A normal work day during which the Design-Builder was unable to perform critical path work for a continuous period of more than four (4) hours during that day.

"Inspector" ‑ The inspector shall be in attendance at the project site during performance of the Work and shall report to, and be under the direct supervision of, the Resident Project Representative, if applicable, or the Owner. The inspector shall have no authority to permit deviation from or to modify any of the provisions of the Drawings or Specifications without the written permission or instruction of the Owner.

"Laws and Regulations; Laws or Regulations" – Applicable laws, rules codes, regulations, ordinances and/or orders promulgated by a lawfully constituted body having jurisdiction over the Project or the Site and which is authorized to issue such Laws and Regulations.

"Normal Working Hours" - Normal working hours shall consist of forty (40) hours per week with no more than eight (8) hours per day Monday through Friday, not including holidays.

"Notice to Proceed" ‑ The written notice issued by the County, or its authorized agents, to the Design-Builder authorizing the Design-Builder to proceed with the Work and establishing the date of commencement of the Contract Time.

"Owner" ‑ Palm Beach County Board of County Commissioners, Palm Beach County, Florida.

“Owner’s Representative” shall be the Owner’s Project Manager.

“Owner’s Senior Representative” shall be the Water Utilities Director or Deputy Director, as directed by the Owner.

"Project" ‑ The entire design and construction to be performed as provided in the Contract Documents.

"Resident Project Representative" ‑ The resident project representative shall be in attendance at the project site during performance of the Work and shall represent the Owner. Communications given to the resident project representative or decisions made by the resident project representative shall be as binding as if given to or made by the Owner. Important communications or decisions shall be confirmed in writing. Other communications or decisions shall be similarly confirmed or requested in writing in each case.

"Shop Drawings" ‑ All drawings, diagrams, illustrations, schedules, and other data which are specifically prepared by or on behalf of the Design-Builder to illustrate some portion of the Work, and all illustrations, brochures, standard schedules, performance charts, instructions, diagrams and other information prepared by a supplier and submitted by the Design-Builder to illustrate material or equipment for some portion of the Work.

"Specifications" ‑ (Same definition as for Technical Specifications hereinafter).

"Subcontractor" An individual, firm, or corporation having a direct contract with the Design-Builder or with any other Subcontractor of the Design-Builder for the performance of a part of the Work at the Site. For purposes of this Agreement, Subcontractor includes any Design subconsultants.

"Substantial Completion" ‑ The date as determined by the Owner but which determination shall not be unreasonably withheld, as evidenced by the Owner's definitive Certificate of Substantial Completion, when the construction of the entire Project (or a specified part thereof) is sufficiently completed, in accordance with the Contract Documents, so that the entire Project (or a specified part) can be utilized for the purposes for which it is intended. When the entire Project is considered to be Substantially Complete, this does not constitute Final Completion or Final Acceptance of the entire Project.

"Supplier" ‑ A manufacturer, fabricator, provider, distributor, materialman or vendor.

"Technical Specifications" ‑ Those portions of the Contract Documents consisting of the General Requirements and written technical descriptions of materials, equipment, products, supplies, manufactured articles, standards and the execution of the Work.

“Unbalanced Bid Items” – Bid items in which the unit prices are not in line with industry standards or averages for the items. In order for a bid to be balanced each item must carry its proportionate share of direct cost, overhead, and profit. Unbalanced items which are installed and billed at the beginning of a project also result in “front-end loading.”

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

“Work” - Comprised of all Design-Builder’s design, construction and other services required by the Contract Documents, including, but not limited to, procuring and furnishing all materials, equipment, services and labor reasonably inferable from the Contract Documents.

"Work Directive" ‑ A written directive to the Design-Builder, issued on or after the Effective Date of the Agreement, and signed by the County, ordering an addition, deletion or revision in the Work in response to an emergency or in the case of an inability to agree upon the amount of compensation of a requested change. The Design-Builder shall proceed upon receipt of a Work Directive to complete the work on a "cost plus" basis in accordance with Article 44, Paragraph A.3.C. A Work Directive may not change the Contract Price or Contract Time, but is evidence that the parties expect that the change directed or documented by a Work Directive will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price and/or Contract Time.

"Written Amendment" ‑ A written amendment of the Contract Documents, executed by the County and the Design-Builder on or after the Effective Date of the Agreement, becomes a part of the Contract Document and specifies the scope of work, duration, total GMP, liquidated damages, and schedule to be constructed by Design-Builder in accordance with the terms of the Agreement.

2. Preliminary Matters

2.1 When the Design-Builder delivers the signed Agreement to the County, the Design-Builder shall also deliver to the County such Bonds and Insurance Policies, Certificates or other documents as the Design-Builder may be required to furnish in accordance with the Contract Documents.

The County will furnish to the Design-Builder three (3) copies of the Contract Documents. Additional quantities of the Contract Documents will be furnished at reproduction cost.

The County and the Design-Builder have the option to mutually agree to implement a partnering cooperative approach to problem solving, as more fully set forth below.

Voluntary Partnering - The objective of partnering is to establish a partnership charter and action plan between the County and Design-Builder to identify and achieve reciprocal goals. This partnership will not change the legal relationship of the parties to the Agreement nor relieve either party from any of the terms of the Agreement. This partnership will be bilateral in make-up and only if participation is desired by the Contractor. Any cost associated with developing this partnership must be agreed to by both parties, in writing and will be shared equally.

If both the County and Design-Builder agree to partnering, the County’s representative and the Design-Builder’s representative will meet and plan a partnering development seminar/team building workshop. At this planning session, arrangements will be made to select a facilitator, determine workshop attendees, and develop an agenda and location. Participants shall include the Architect/Engineer and key project personnel, representatives of the subcontractors, utilities, regulatory agencies and others will be invited. Management personnel consisting of the Director-level head of the Division or Department and a Corporate Officer or other person representing ownership of the Design-Builder, and of the Architect/Engineer of Record shall also participate in the partnering workshop and its implementation.

Follow-up workshops may be held throughout the duration of the Agreement as agreed to by the County and Design-Builder.

General Services.

2.2.1 Design-Builder’s Representative shall be reasonably available to Owner and shall have the necessary expertise and experience required to supervise the Work. Design-Builder’s Representative shall communicate regularly with Owner and shall be vested with the authority to act on behalf of Design-Builder. Design-Builder’s Representative may be replaced only with the mutual agreement of Owner and Design-Builder.

2.2.2 Design-Builder shall provide Owner with a monthly status report detailing the progress of the Work, including, but not limited to; (i) whether the Work is proceeding according to schedule, (ii) whether discrepancies, conflicts, or ambiguities exist in the Contract Documents that require resolution, (iii) whether health and safety issues exist in connection with the Work; (iv) status of the Design-Builder and Owner contingency accounts; and (v) other items that require resolution so as not to jeopardize Design-Builder’s ability to complete the Work for the Contract Price and within the Contract Time(s).

2.2.3 Unless a schedule for the execution of the Work has been attached to the Agreement as an exhibit at the time the Agreement is executed, Design-Builder shall prepare and submit, at least three (3) days prior to the meeting contemplated by GC Article 2.2.4 hereof, a schedule for the execution of the Work for Owner’s review and response. The schedule shall indicate the dates for the start and completion of the various stages of Work, including the dates when Owner information and approvals are required to enable Design-Builder to achieve the Contract Time(s) and indicate schedule variance, if any, and month-on-month trends within the schedule. The schedule shall be revised as required by conditions and progress of the Work, but such revisions shall not relieve Design-Builder of its obligations to complete the Work within the Contract Time(s), as such dates may be adjusted in accordance with the Contract Documents. Owner’s review of, and response to, the schedule shall not be construed as relieving Design-Builder of its complete and exclusive control over the means, methods, sequences and techniques for executing the Work.

2.2.4 The parties will meet within seven (7) days after execution of the Agreement to discuss issues affecting the administration of the Work and to implement the necessary procedures, including those relating to submittals and payment, to facilitate the ability of the parties to perform their obligations under the Contract Documents.

2.3 Design Professional Services.

2.3.1 Design-Builder shall, consistent with applicable state licensing laws, provide through qualified, licensed design professionals employed by Design-Builder, or procured from qualified, independent licensed Design Consultants, the necessary design services, including architectural, engineering and other design professional services, for the preparation of the required drawings, specifications and other design submittals to permit Design-Builder to complete the Work consistent with the Contract Documents. Nothing in the Contract Documents is intended or deemed to create any legal or contractual relationship between Owner and any Design Consultant.

2.4 Design Development Services.

2.4.1 Design-Builder and Owner shall, consistent with any applicable provision of the Contract Documents, agree upon any interim design submissions that Owner may wish to review, which interim design submissions may include design criteria, drawings, diagrams and specifications setting forth the Project requirements. Interim design submissions shall be consistent with the Design-Build Criteria (Attachment H to the Agreement), as the Design-Build Criteria may have been changed through the design process set forth in this GC Article 2.4.1. On or about the time of the scheduled submissions, Design-Builder and Owner shall meet and confer about the submissions, with Design-Builder identifying during such meetings, among other things, the evolution of the design and any changes to the Design-Build Criteria, or, if applicable, previously submitted design submissions. Changes to the Design-Build Criteria, including those that are deemed minor changes under GC Article 45.A, shall be processed in accordance with GC Article 45. Minutes of the meetings, including a full listing of all changes, will be maintained by Design-Builder and provided to all attendees for review. Following the design review meeting, Owner shall review and approve the interim design submissions and meeting minutes in a time that is consistent with the turnaround times set forth in Design-Builder’s schedule.

2.4.2 Design-Builder shall submit to Owner Construction Documents setting forth in detail drawings and specifications describing the requirements for construction of the Work. The Construction Documents shall be consistent with the latest set of interim design submissions, as such submissions may have been modified in a design review meeting and recorded in the meetings minutes. The parties shall have a design review meeting to discuss, and Owner shall review, the Construction Documents in accordance with the procedures set forth in GC Article 2.4.1 above. Design-Builder shall proceed with construction in accordance with the Construction Documents and shall submit three (3) sets of Construction Documents to Owner prior to commencement of construction.

2.4.3 Owner’s review of interim design submissions, meeting minutes, and the Construction Documents is for the purpose of mutually establishing a conformed set of Contract Documents compatible with the requirements of the Work. Owner’s review of any interim design submissions, meeting minutes, and Construction Documents shall not be deemed to transfer any design liability from Design-Builder to Owner.

2.4.4 To the extent not prohibited by the Contract Documents or Legal Requirements, Design-Builder may prepare interim design submissions and Construction Documents for a portion of the Work to permit construction to proceed on that portion of the Work prior to completion of the Construction Documents for the entire Work.

2.5 Laws and Regulations.

2.5.1 Design-Builder shall perform the Work in accordance with all Laws and Regulations and shall provide all notices applicable to the Work as required by all applicable Laws and Regulations.

2.5.2 The Contract Price and/or Contract Time(s) will be adjusted to reasonably compensate Design-Builder for the effects of any changes in the Laws and Regulations enacted after the date of the Agreement affecting the performance of the Work, or if Contract Price is established after the date of the Agreement, the date the parties agree upon the Contract Price. Such effects may include, without limitation, revisions Design-Builder is required to make to the Construction Documents because of changes in Laws and Regulations.

2.6 Government Approvals and Permits.

2.6.1 Design-Builder shall obtain on Owner’s behalf, and Owner shall pay for all necessary permits, approvals, licenses (software licenses excluded), government charges and inspection fees required for the prosecution of the Work by any government or quasi-government entity having jurisdiction over the Project.

2.5.2 Design-Builder shall provide reasonable assistance to Owner in obtaining those permits, approvals and licenses that are required for the Project.

3. Before Starting Construction

The Design-Builder shall submit to the Owner for review those documents identified in the Contract Documents. Before undertaking each part of the Work, the Design-Builder shall carefully study and compare the Contract Documents and check and verify pertinent figures shown thereon and all applicable field measurements. The Design-Builder shall notify the Owner, in writing, of all conflicts, errors, inconsistencies, or omissions which they may discover; and obtain specific instructions in writing from the Owner before proceeding with any part of the Work affected thereby. The Design-Builder shall not take advantage of any apparent error or omission which may be found in the Contract Documents, but the Owner shall be entitled to make such corrections therein and interpretations thereof in writing, as it may determine to be necessary for the fulfillment of their intent. The Design-Builder shall be responsible for all errors in construction which could have been avoided by such examination and notification and shall correct at their own expense all Work improperly constructed through failure to notify the Owner and request specific instructions.

4. Design-Builder’s Construction Phase Services

4.1 Preconstruction Conference: Following the execution of the Agreement and prior to start of construction, a pre‑construction conference will be scheduled by the Owner and Design-Builder, which must be attended by the Design-Builder and Owner. This conference will be held to review the above schedules, to establish procedures for handling shop drawings and other submissions, and to establish a working understanding between the Parties as to the Project. This conference may include representatives of the County, local utilities, regulatory agencies, other contractors performing work in the area for the County, and any other party that may be deemed as necessary for the orderly performance of the Work. However, this does not relieve the Design-Builder of the responsibility of contacting local utilities and any other necessary agencies or contractors.

4.2 Unless otherwise provided for in the Contract Documents the Design-Builder shall provide through itself or Subcontractors the necessary supervision, labor, inspection, testing, start-up, material, equipment, machinery, temporary utilities and other temporary facilities to permit Design-Builder to complete construction of the Work consistent with the Contract Documents.

4.3 Design-Builder shall perform all construction activities efficiently and with the requisite expertise, skill and competence to satisfy the requirements of the Contract Documents. Design-Builder shall at all times exercise complete and exclusive control over the means, methods, sequences and techniques of construction.

4.4 Design-Builder shall employ only Subcontractors who are duly licensed and qualified to perform the Work consistent with the Contract Documents. Owner may reasonably object to Design-Builder’s selection of any Subcontractor, provided that the Contract Price and/or Contract Time(s) shall be adjusted to the extent that Owner’s decision impacts Design-Builder’s cost and/or time of performance.

4.5 Design-Builder assumes responsibility to Owner for the proper performance of the Work of Subcontractors and any acts and omissions in connection with such performance. Nothing in the Contract Documents is intended or deemed to create any legal or contractual relationship between Owner and any Subcontractor, including but not limited to any third-party beneficiary rights.

4.6 Design-Builder shall coordinate the activities of all Subcontractors. If Owner performs other work on the Project or at the Site with separate contractors under Owner’s control, Design-Builder agrees to reasonably cooperate and coordinate its activities with those of such separate contractors so that the Project can be completed in an orderly and coordinated manner without unreasonable disruption.

4.7 Design-Builder shall keep the Site free from debris, trash and construction wastes to permit Design-Builder to perform its construction services efficiently, safely and without interfering with the use of adjacent land areas. Upon Substantial Completion of the Work, or a portion of the Work, Design-Builder shall remove all debris, trash, construction wastes, materials, equipment, machinery and tools arising from the Work or applicable portions thereof to permit Owner to occupy the Project or a portion of the Project for its intended use.

4.8 Design-Builder’s Responsibility for Project Safety.

4.8.1 Design-Builder recognizes the importance of performing the Work in a safe manner so as to prevent damage, injury or loss to (i) all individuals at the Site, whether working or visiting, (ii) the Work, including materials and equipment incorporated into the Work or stored on-Site or off-Site, and (iii) all other property at the Site or adjacent thereto. Design-Builder assumes responsibility for implementing and monitoring all safety precautions and programs related to the performance of the Work. Design-Builder shall, prior to commencing construction, designate Safety Representative(s) with the necessary qualifications and experience to supervise the implementation and monitoring of all safety precautions and programs related to the Work. Unless otherwise required by the Contract Documents, Design-Builder’s Safety Representative(s) shall be individual(s) stationed at the Site who may have responsibilities on the Project in addition to safety. The Safety Representative(s) shall make routine daily inspections of the Site and shall hold weekly safety meetings with Design-Builder’s personnel, Subcontractors, Owner and others as applicable.

4.8.2 Design-Builder and Subcontractors shall comply with all Laws and Regulations relating to safety, as well as any Owner-specific safety requirements set forth in the Contract Documents, provided that such Owner-specific requirements do not violate any applicable Laws and Regulations. Design-Builder will immediately report in writing any safety-related injury, loss, damage or accident arising from the Work to Owner’s Representative and, to the extent mandated by any applicable Laws and Regulations, to all government or quasi-government authorities having jurisdiction over safety-related matters involving the Project or the Work.

4.8.3 Design-Builder’s responsibility for safety under this GC Article 4.8 is not intended in any way to relieve Subcontractors of their own contractual and legal obligations and responsibility for (i) complying with all Laws and Regulations, including those related to health and safety matters, and (ii) taking all necessary measures to implement and monitor all safety precautions and programs to guard against injuries, losses, damages or accidents resulting from their performance of the Work.

4.9 Design-Builder’s Warranty.

4.9.1 Design-Builder warrants to Owner that the construction of the Work, including all materials and equipment furnished as part of the construction of the Work, shall be new unless otherwise specified in the Contract Documents, of good quality, in conformance with the Contract Documents and free of defects in materials and workmanship. Design-Builder’s warranty obligation excludes defects caused by abuse, alterations, or failure to maintain the Work in a commercially reasonable manner. Nothing in this warranty is intended to limit any manufacturer’s warranty which provides Owner with greater warranty rights than set forth in this GC Article 4.9 or the Contract Documents. Design-Builder will provide Owner with an executed Form of Guarantee, attached to the Agreement as Attachment F, Form of Guarantee, and all manufacturers’ warranties upon Substantial Completion.

4.10 Correction of Defective Work.

4.10.1 Design-Builder agrees to correct any Work that is not in conformance with the Contract Documents, including that part of the Work subject to GC Article 4.9 hereof, within a period of one (1) year from the date of Final Acceptance of the Work or any portion of the Work, or within such longer period to the extent required by any specific warranty expressly included in the Contract Documents. Defects in material, workmanship, or equipment which are remedied as a result of obligations of the Form of Guarantee shall subject the remedied portion of the Work to an extended warranty period of one (1) year after the defect has been remedied. The surety shall be bound with and for the Design-Builder in the Design-Builder's faithful observance of the Form of Guarantee.

4.10.2 Design-Builder shall, within seven (7) days of receipt of written notice from Owner that the Work is not in conformance with the Contract Documents, take meaningful steps to commence correction of such Defective Work, including the correction, removal or replacement of the nonconforming Work and any damage caused to other parts of the Work affected by the nonconforming Work. If Design-Builder fails to commence the necessary steps within such seven (7) day period, Owner, in addition to any other remedies provided under the Contract Documents, may provide Design-Builder with written notice that Owner will commence correction of such nonconforming Work with its own forces. If Owner does perform such corrective Work, Design-Builder shall be responsible for all reasonable costs incurred by Owner in performing such correction. If the nonconforming Work creates an emergency requiring an immediate response, the seven (7) day period identified herein shall be deemed inapplicable.

The one-year correction period referenced in GC Article 4.10.1 above applies only to Design-Builder’s obligation to correct Defective Work and is not intended to constitute a period of limitations for any other rights or remedies Owner may have regarding Design-Builder’s other obligations under the Contract Documents.

5. Intent and Amending Contract Documents

A. Intent

The Contract Documents comprise the entire Agreement between the County and Design-Builder concerning the Work. The Contract Documents are complementary, so that any Work exhibited in the one shall be executed just as if it has been set forth in all, in order that the Work shall be completed in every respect according to the complete design or designs as decided and determined by the Owner.

It is the intent of the Contract Documents to describe the Work, functionally complete, to be constructed in accordance with the Contract Documents. Any work, materials, or equipment that may reasonably be inferred from the Contract Documents as being required to produce the intended result shall be supplied by the Design-Builder whether or not specifically called for.

In the event of a conflict, omission, error or discrepancy in the Contract Documents the Design-Builder shall promptly notify the Owner. In resolving conflicts resulting from errors or discrepancies in any of the Contract Documents, the order of precedence shall be as set forth in Article 2.0 of the Agreement.

The captions or subtitles of the several Articles and Divisions of these Contract Documents constitute no part of the context hereof, but are only labels to assist in locating and reading the provisions hereof.

From time to time during the progress of the Work, the Owner may furnish supplementary drawings attached to a Change Order, a Field Order, a work Directive, or as a response to the Design-Builder's request for additional information, as they determine necessary to show changes or define the Work in more detail, and these also shall be considered as part of the Contract Documents.

B. Amending and Supplementing the Contract Documents

1. The Contract Documents 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:

As indicated in Articles 44 and 49, Contract Price and Contract Time may be changed by a Change Order or an Amendment.

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

6. Reuse of Documents

Neither the Design-Builder, nor any Subcontractor or Supplier, nor any 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, Technical Specifications, or other documents (or copies of any thereof) prepared by the Owner for use on the Work, and they shall not reuse any of them on extensions of the project or any other project without prior written consent of the County and the Owner.

7. Occupying Private Land

The County shall furnish, as indicated in the Contract Documents, the Lands upon which the work is to be performed, Rights-of-way and easements for access thereto, and such other lands which are designated for the use of the Design-Builder. These Lands are shown on the Contract Drawings and it is the Design-Builder's Responsibility to perform the work within the legally described Limits of the Lands. The Design-Builder shall provide for all additional Lands and access thereto required for temporary Construction facilities or storage of equipment and materials.

The Design-Builder shall not (except after written consent from the proper parties) enter or occupy with personnel, tools, equipment or materials, any land outside the rights‑of‑way or property of the County. Upon request of the County, the Design-Builder shall give a copy of the written consent to the County.

8. Work in State and County Rights‑of‑Way and Easements

When the Work involves the installation of sanitary sewers, storm sewers, drains, water mains, manholes, underground structures, or other disturbances of existing features in or across streets, rights‑of‑way, easements, or other property, the Design-Builder shall (as the Work progresses) promptly back‑fill, compact, grade and otherwise restore the disturbed area to a basic condition which will permit resumption of pedestrian or vehicular traffic and any other critical activity or function consistent with the original use of the land. Unsightly mounds of earth, large stones, boulders, and debris shall be removed so that the site presents a neat appearance.

9. Work Adjacent to Telephone, Power, Water, Sewer, Drainage Cable TV and Gas Company Structures

In all cases where Work is to be performed near utilities including, but not limited to, telephone, power, water, sewer, drainage, cable TV, or gas company facilities, the Design-Builder shall provide written notification to the respective companies of the areas in which Work is to be performed, prior to the actual performance of any Work in these areas, and shall take all actions necessary to protect such facilities from damage.

10. Use of Public Streets

The use of public streets and alleys shall be such as to provide a minimum of inconvenience to the public and to other vehicular and non‑vehicular traffic. Any earth or excavated material spilled from trucks shall be removed by the Design-Builder and the streets cleaned to the satisfaction of the Owner and the County Engineering Department, the Florida Department of Transportation, or other local agency having jurisdiction, as applicable.

11. Subsurface Investigation

In the preparation of the Contract Documents, the Owner has relied on the reports and tests of subsurface conditions taken at the job site. Such reports are not guaranteed as to their accuracy or completeness and are not part of the Contract Documents.

The County does not warrant or guarantee the accuracy or correctness of this material with respect to actual subsurface conditions.

The Design-Builder shall be responsible for having determined to their satisfaction, the nature and location of the Work, the conformation of the ground, the character and quality of the substrata, the types and quantity of materials to be encountered, the nature of the ground water conditions, the character of equipment and facilities needed preliminary to and during the execution of the Work, the general and local conditions and all other matters which can in any way affect the Work. The prices established for the Work to be done will reflect all costs pertaining to the Work.

12. Obstructions

The information and data shown or indicated in the Contract Documents with respect to existing underground utilities at or contiguous to the site and reports of prior property ownership of the site are based on information and data furnished to the County by the owners of such Underground Utilities or others. The County is not responsible for the accuracy or completeness of any such information or data, and the Design-Builder shall have full responsibility for reviewing, checking and verifying all such information and data, for locating all Underground Utilities shown or indicated in the Contract Documents, for coordination of the Work with the owners of such Underground Utilities during construction, for the safety and protection thereof and repairing any damage thereto resulting from the Work, the cost of which will be considered as having been included in the Contract Price.

All water pipes, sanitary sewers, storm drains, force mains, gas mains, or other pipe, telephone or power cables or conduits, pipe or conduit casings, curbs, sidewalks, service lines and all other obstructions, whether or not shown, shall be temporarily removed from or supported across all excavations. Where it is necessary to temporarily interrupt services, the Design-Builder shall notify the Owner or occupant of such facilities, both before the interruption and again immediately before service is resumed. Before disconnecting any pipes or cables, the Design-Builder shall obtain permission from their owner, or shall make suitable arrangements for their disconnection by their owner. The Design-Builder shall be responsible for any damage to any such pipes, conduits or cables, and shall restore them to service promptly as soon as the Work has progressed past the point involved. Approximate locations of known water, sanitary, drainage, natural gas, power, telephone and cable TV installations along the route of new pipelines or in the vicinity of new work are shown, but are to be verified in the field by the Design-Builder prior to performing the Work. The Design-Builder shall uncover these pipes, ducts, cables, etc., carefully, by hand, prior to installing his Work. Any discrepancies or differences found shall be immediately brought to the attention of the Owner in order that necessary changes may be made to permit installation of the Work.

13. Dimensions of Existing Structures

Where the dimensions and locations of existing structures are of critical importance in the installation or connection of new work, the Design-Builder shall verify such dimensions and locations in the field before the fabrication of any materials or equipment which is dependent on the correctness of such information.

14. Elevation Datum

The datum adopted for the Project is NAVD of 1988. All elevations refer to this datum.

15. Work to Conform

During its progress and on its completion, all Work shall conform to the lines, levels, and grades indicated on the Drawings or given by the Owner and shall be built in a thoroughly substantial and workmanlike manner, in accordance with the Contract Documents and the written instructions or written directions given from time to time by the Owner. In no case shall any Work in excess of the requirements of the Contract Documents be paid for unless so approved in writing by an appropriately executed change order, work directive or written amendment.

All Work done without written instructions having been given by the Owner, done without proper lines or levels, or done during the absence of the Owner, or his agent, will not be estimated or paid for except when such Work is authorized in writing by an appropriately executed change order, work Directive or written amendment. Work so done may be ordered uncovered or taken down, removed and replaced entirely at the Design-Builder's expense.

16. Location of Proposed Work

Piping and structures to be installed by Design-Builder, will be located substantially as indicated on the Drawings, but the right is reserved by the County, to make such modifications in location as may be found desirable to avoid interference with existing structures or for other reasons. Where fittings, etc., are noted on the Drawings, such notation is for the Design-Builder's convenience and does not relieve the Design-Builder from laying and jointing different or additional items where required without additional compensation. Design-Builder shall be entitled to compensation if County directs a change in location of piping or structures that results in an increase in the quantity of materials or depth of excavation.

17. Bonds

The bond requirements may be waived where permissible under applicable law.

The Design-Builder shall, upon delivery of the executed Agreement with the County, deposit with the County a Public Construction Bond, in the form included in these documents, providing for the satisfactory completion of the Work and providing security for payment of all persons performing labor in connection with this Agreement. Such bond shall be furnished in an amount equal to 100% of the value of construction as security for the performance and payment of all Design-Builders’ obligations under the Contract Documents and shall be recorded by Design-Builder in the public records of Palm Beach County. The form and conditions of the Bond and the Surety shall be acceptable to the County. As soon as possible after award of the Agreement, Design-Builder shall deliver to County a certified copy of the recorded Public Construction Bond or, when applicable, the recorded Payment and Performance bonds. No payment will be made for the Work performed under the Contract Documents until a certified copy of the appropriate bond(s) has been delivered to County.

The bond shall be written by a Surety Company of recognized standing, licensed to do business in the State of Florida, and having a resident agent in the State of Florida. The Surety Company shall hold a current certificate of authority as acceptable surety on Federal Bonds in accordance with U.S. Department of Treasury, Fiscal Service, Bureau of Government Financial Operations, Circular 570, current revision, entitled, "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies". The bond shall be executed by an Attorney‑in‑Fact for the Surety Company with a certified copy of his Power of Attorney attached to the Bonds.

The bonding limit of the Surety Company shall not exceed the limits indicated in the U.S. Department of Treasury listing unless the Surety Company submits a "reinsurance agreement form" indicating the amount above the bonding limit is insured by another Surety Company also on the U.S. Department of Treasury listing.

If the Surety Company on any Bond furnished to the County is declared, upon notification of the Insurance Agent, as bankrupt or becomes insolvent or its right or license to do business is terminated in the State of Florida, or it ceases to meet any of the requirements stated herein, the Design-Builder shall within ten (10) working days thereafter substitute another Bond and Surety Company at no cost to the County, both of which must be acceptable to the County. If the project is declared more than 90% complete by the County at the time of the Surety's bankruptcy or insolvency, the Design-Builder may, at the County's option, obtain a Maintenance Bond in the amount of 100% of the project cost, for the one (1) year warranty period from the date of Final Acceptance. The Maintenance Bond shall be submitted on the form provided by the County and shall comply with all of the requirements for Public Construction Bond stated herein.

Failure by the Design-Builder to substitute satisfactory Bonds under this Article shall result in any or all of the following actions by the County:

1. Withholding of all applications for payment until satisfactory bonds are received and accepted, and/or;

18. Design-Builder's Insurance

Unless otherwise specified in this Agreement or granted by County's Risk Management Department, the Design-Builder shall, at its sole expense, maintain in full force and effect at all times during the life of this Agreement or the performance of work hereunder, insurance coverage as described herein at limits, including endorsements, set forth in the Insurance Coverage & Limit Table below.