CONSTRUCTION MANAGEMENT SERVICES

CONTRACT BETWEEN COUNTY AND

CONTRACTOR

THIS CONTRACT is made and entered into the date of last signature below by and between BREVARD COUNTY, FLORIDA, a political subdivision of the State of Florida whose address is 2725 Judge Fran Jamieson Way, Viera, Florida 32940 (hereinafter referred to as "County"), and ________________________, whose principal address is ____________________________________________________ (hereinafter referred to as “Contractor”), a company licensed to do business in the State of Florida.

Whereas, the County recognizes the need for the construction of Fire Station 42 (hereinafter referred to as the “Project”); and

Whereas, the County advertised a Request for Qualifications (RFQ 4-26-06) on

(INSERT DATED THE RFQ WAS ADVERTISED) to competitively select a firm with the experience and qualifications to construct the Project, which is incorporated herein by this reference; and

Whereas, the Contractor submitted a response to RFQ 4-26-06 and was found to be the most qualified Contractor that submitted a response to the County’s RFQ 4-26-06 by the Selection and Negotiation Committee; and

Whereas, the Project is determined to be in the public interest and serves a public benefit; and

Whereas, the County desires to enter into this Contract with Contractor to complete said Project.

Now, therefore, in consideration of the premises and mutual covenants contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree, as follows:

ARTICLE 1

THE CONSTRUCTION TEAM AND EXTENT OF CONTRACT; RECITALS

The Contractor accepts the relationship of trust and confidence established between it and the County by this Contract. The Contractor covenants with the County to furnish the best skill and judgment and to cooperate with the Architect/Engineer in furthering the interests of the County. The Contractor agrees to furnish efficient business administration and superintendence and use its best efforts to complete the Project in the best and soundest way, and in the most expeditious and economical manner consistent with the interest of the County.

1.1 Definitions:

Architect/Engineer – Tsark Architecture, LLC A person or other legal entity lawfully licensed to practice architecture or engineering in the state wherein the Project is located.

Construction Manager/Contractor – TBD A licensed general contractor or a licensed building contractor, as defined in Section 489.105, Florida Statutes, as may be amended, who coordinates and supervises a construction project from the conceptual development stage through final construction, including the scheduling, selection, contracting with, and directing of specialty trade contractors, and the value engineering of a project.

Construction Team - The Contractor, the County, and the Architect/Engineer, called the "Construction Team," shall work jointly through final construction completion and shall be available thereafter should additional services be required. The Architect/Engineer will provide leadership on design-related matters, and the Contractor shall provide leadership to the Construction Team on all matters relating to construction.

The specific representatives of the Construction Team are shown in Attachment A, attached and incorporated herein by this reference, as may be amended.

Contract Documents – The Contract Documents shall be used to govern the relationship between the County and the Contractor. The Contract Documents consist of this Contract with attachments, General Conditions, Drawings and Specifications, Guaranteed Maximum Price (GMP), permit conditions, addenda, change orders, amendments, and other documents that are or may be agreed to by the parties. The Contract Documents referenced in this section are incorporated into this Contract by this reference. Unless stated otherwise by the County, in the case of any conflict between the Contract Documents, the order of precedence shall be as follows (as applicable): (1) Change Orders; (2) Amendments (with those of later date having precedence over those of earlier date); (3) this Contract (COUNTY-CONTRACTOR Contract); (4) Specifications;

(5) Drawings; (6) General Conditions; (7) permits; (8) the County's Request for Qualifications RFQ 4-26-06, including any attachments and addenda; (9) the Contractor’s RFQ 4-26-06 submission; (10) any applicable bonds; (11) certificate(s) of insurance; and, (12) any other associated documents, whether or not any of the foregoing listed documents have been attached hereto.

County - Brevard County Board of County Commissioners, Public Works Department - Facilities, 2725 Judge Fran Jamieson Way, Building A, 2nd Floor, Viera, Florida 32940, (321) 633-2050. For the purposes of this contract, the County may also include the County Manager or the Project Director with regard to the performance of designated functions and duties specified for each under the terms and provisions of this Contract. All communications directed to the

County shall be directed to the Project Director and Construction Coordinator.

County's Representatives - The Project Director and his/her supervisors and/or designees.

Drawings and Specifications or Plans and Specifications – the plans and specifications prepared for the Project, which are referenced by index in Attachment D.

Final Completion – 30 calendar days following Substantial Completion or 30 calendar days after the County’s receipt of the Substantial Completion Punchlist identified in Section 6.3 below, whichever is greater.

Guaranteed Maximum Price (GMP) - The Guaranteed Maximum Price for the construction of the Project, which shall be subject to adjustments only as provided herein. GMP includes Cost of the Work and Contractor's fee for Construction Phase services. The GMP does include the cost for County direct purchases; however, all County direct purchases will be deducted monthly via change order in accordance with Attachment C (Direct Purchasing Procedure).

Permitting Authority - All applicable Federal, State, County and local agencies responsible for permitting and code inspections on projects administered by the County.

Project - The Project is the total work to be performed under this Contract. The Project consists of planning, design review, permitting, construction (which includes all labor, equipment, material and supervision) and code inspection necessary to build/construct and complete the Scope of Work identified in Attachment B to this Contract (Scope of Work).

Project Director - The person designated by the County to provide direct interface with the Contractor with respect to the County's responsibilities. Tim Lawry is the designated Project Director, and the County will assign the designated Construction Coordinator.

Scope of Work – A general description of the Work/Project to be built/constructed/installed under this Contract (Attachment B).

Substantial Completion - the point in the construction where all essential elements of the Project are sufficiently complete in conformance with the Contract Documents, that the County has both the occupancy of the Project, as evidenced by a Certificate of Occupancy issued by the governmental authority with jurisdiction and the beneficial use of the Project for its intended purpose where only minor punch list items are required for final completion. Substantial

Completion shall not be deemed to have occurred where 1) latent defects are revealed subsequent to use and occupation of the Project by the County; or 2) where the scope of substantial defects in workmanship or materials are not readily observable or discoverable when use and occupancy of the Project commenced; or 3) the failure to meet grant specifications, if any.

Work - A general term for the goods and/or services provided by the Contractor under this Contract. The Contractor understands and acknowledges that, unless otherwise stated, TIME IS OF THE ESSENCE for the Work required under this Contract.

Work Product - A term for all material, which may be copyrighted or trademarked, with the prior written consent of the County, which Contractor creates for the County under this Contract as a deliverable and including, but not limited to, reports, tracing, plans, specifications, data, maps, contract documents, drawings, writings, surveys, photographs, video, and other products created in the process of creating the deliverable. As a deliverable, work product is to be provided to the County for its use and, unless the work product, or a portion thereof, is copyrighted or trademarked with the prior written consent of the County, it shall become the property of the County.

1.2 Extent of Contract and Recitals

This Contract for Construction Management between the County and the

Contractor supersedes any prior negotiations, representations or contracts. The drawings, specifications and other descriptive documents, as identified by index, defining the work to be included under this construction contract are identified in Attachment D. The Contractor shall obtain from the County one (1) set of signed, sealed and dated Drawings and Specifications and other documents upon which the GMP is based; shall acknowledge in the GMP that it is the set upon which the Contractor based its G.M.P

This Contract shall not be superseded by any provisions of the documents for construction and may be amended only by written instrument signed by both County and Contractor.

1.3 Recitals

The above-referenced “WHEREAS” clauses are true and correct, and incorporated herein by this reference.

1.4 Term of Contract

This Contract shall be effective from the date of the signature of the last Party to execute the Contract and remain in full force and effect for the duration of the Project, unless it is terminated as otherwise provided herein.

ARTICLE 2

CONTRACTOR'S RESPONSIBILITIES

Contractor shall perform all services described in this Article.

2.1 Preliminary Evaluation – The Contractor shall evaluate the County’s Project plans.

2.2 Preliminary Construction Schedule – The Contractor shall prepare a Preliminary Construction Schedule, a copy of which shall be included in the GMP. The Preliminary Construction Schedule shall govern and establish dates for Substantial Completion and Final Completion of the Project. Contractor shall coordinate and integrate the Construction Schedule with the services and activities of County, Architect/Engineer and Contractor. The Contractor shall provide scheduling information and provide direction and coordination regarding milestones, beginning and finishing dates for purposes of establishing Substantial Completion and Final Completion, responsibilities for performance and the relationships of the Contractor's work to the work of its subcontractors and suppliers to enable them to perform their respective tasks so that the development of construction progresses in a smooth and efficient manner in conformance with the overall Project Completion Dates agreed to by the parties as defined in Subparagraph 2.12.3 below. The schedule shall include all phases of construction work, material supplies, long lead procurement, approval of shop drawings, change orders in progress, schedules for change orders, and performance of testing requirements. The Contractor shall advise the County, its representatives and the Architect/Engineer, of their required participation in any meeting or inspection giving each at least one (1) week notice unless such notice is made impossible by conditions beyond the Contractor's control. The Contractor shall hold jobsite meetings at least once each week with the Construction Team and at least once each week with the subcontractors and the Architect/Engineer field representatives, and County or more frequently as required by work progress, to review progress, discuss problems and their solutions and coordinate future work with all subcontractors.

2.3 Long Lead and County Direct Procurement - The Contractor has reviewed the

Project plans for the purpose of identifying long lead and County direct procurement items (machinery, equipment, materials and supplies). When each item is identified the Contractor shall notify the subcontractors, the Project Director, and the County of the required procurement and schedule. Such information shall be included in the bid documents and made a part of all affected subcontracts. As soon as the Architect/Engineer has completed drawings and technical specifications and the Contractor has obtained permitting approval, the Contractor shall prepare Invitations for Bid. The Contractor shall keep informed of the progress of the respective subcontractors and/or suppliers, manufacturing or fabricating such items and notify the Project Director, County and Architect/Engineer of any problems or prospective delay in delivery. The Contractor shall ensure that any subcontractor adheres to the Project Completion

Dates.

2.4 Subcontractors and Suppliers - Contractor shall continue to develop subcontractor interest in the Project and shall furnish to County and Architect/Engineer for their information a list of possible subcontractors, including suppliers who are to furnish materials or equipment fabricated to a special design and within the timeframes established in the Project Completion Dates, from whom proposals will be requested for each principal portion of the Project. County will promptly reply in writing to Contractor if County has an objection to any such subcontractor or supplier. The receipt of such list shall not require County to investigate the qualifications of proposed subcontractors or suppliers, nor shall it waive the rights of County to later object to or reject any proposed subcontractor or supplier. The Contractor shall be responsible for ensuring any contractor(s) and subcontractor(s) meet any and all specifications outlined in this Contract, or as amended or modified, including, but not limited to, the timeframes established in the Contract.

2.5 Extent of Responsibility - The recommendations and advice of the Contractor concerning design alternatives shall be subject to the review and approval of both the County and the County's Architect/Engineer. The Contractor shall be responsible for complying with all applicable laws, statutes, ordinances, building codes, rules, and regulations. If the Contractor recognizes that portions of the Drawings and Specifications are at variance therewith, the Contractor shall promptly notify the County and Architect/Engineer in writing. It is not Contractor's responsibility to ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, building codes, rules and regulations. However, if Contractor recognizes that portions of the Drawings and Specifications are at variance therewith, Contractor shall promptly notify County and Architect/Engineer in writing.

2.6 Equal Employment Opportunity and Affirmative Action - Contractor shall comply with applicable laws, regulations and special requirements of the Contract Documents regarding equal employment opportunity and affirmative action programs.

2.7 Separate Contracts Planning - The Contractor shall review the design with the Architect/Engineer and make recommendations to the County and to the Architect/Engineer with respect to dividing the work in such manner as will permit the Contractor to take bids and award separate construction subcontracts on the current schedule. The Contractor shall take into consideration such factors as natural and practical lines of severability, sequencing, effectiveness, access and availability constraints, total time for completion, construction market conditions, availability of labor and materials, community relations and any other factors pertinent to saving time and cost by overlapping design and construction that are authorized by the County.

2.8 Interfacing -

A. The Contractor shall take such measures as are appropriate to provide that all construction requirements will be covered in the separate subcontracts for procurement of long lead items, the separate construction subcontracts and the general conditions items performed without duplication or overlap, sequenced to maintain completion of all work on schedule. Particular attention shall be given to provide that each bid package clearly identifies the work included in that particular separate subcontract, its schedule for start and completion and its relationship to other separate subcontractors.

B Subcontractor Interfacing - The Contractor shall be the single point of interface with all Subcontractors for the County, and all of its agents and representatives, including the Architect/Engineer. The Contractor shall negotiate all change orders, field orders and requests for proposals, with all affected Subcontractors and shall review the costs of those proposals and advise the County and Architect/Engineer of their validity and reasonableness, acting in the County's best interest prior to requesting approval of each change order from the County before any work is begun on any change order, an executed Authorization to Initiate Work form from the County must be issued or a Change Order is processed in accordance with Section 218.755, Florida Statutes, as may be amended.

However, when health and safety are threatened, the Contractor shall act immediately to remove the threat to health and safety. The Contractor shall also carefully review all shop drawings and then forward the same to the Architect/Engineer for review and actions. The Architect/Engineer will transmit them back to the Contractor who will then issue the shop drawings to the affected Subcontractor for fabrication or revision. The Contractor shall maintain a suspense control system to promote expeditious handling. The Contractor shall request the Architect/Engineer to make interpretations of the drawings or specifications requested of the Contractor by the Subcontractors and shall maintain a suspense control system to promote timely response. The Contractor shall advise the Project Director and Architect/Engineer when timely response is not occurring on any of the above.

2.9 Solicitation of Bids

A. Without assuming responsibilities of the Architect/Engineer, the Contractor shall prepare Invitations for Bids (or Requests For Qualifications, when applicable) for all procurements of long lead times, materials and services for Subcontractor contracts and for site utilities.

B. As part of such preparation, the Contractor shall review the specifications and drawings prepared by the Architect/Engineer.

Ambiguities, conflicts or lack of clarity of language, use of illegally restrictive requirements, and any other defects in the specifications or in the drawings noted by the Contractor shall be brought to the attention of the Project Director and Architect/Engineer in written form.

C. For each separate subcontractor or construction trade contract used in this Project, the Contractor shall, unless waived by the County, conduct a pre-bid conference with prospective bidders, the Architect/Engineer and Project Director. In the event questions are raised which require an interpretation of the bidding documents or otherwise indicate a need for clarification or correction of the invitation, the Contractor shall transmit these to the Architect/Engineer and upon receiving clarification or correction in writing shall prepare an addendum to the bidding document, and issue same to all of the prospective bidders.

D. In accordance with Article 2.16.1 the Contractor shall open and review all bids and enter into contract(s) with those bidders determined to be most qualified by the Contractor. The Contractor shall make every effort to follow the County's Pre-Qualification Ordinance, as may be amended, (Attachment E) for applicable subcontract trades.

2.10 Bonds/Security -

For projects over $200,000, the Contractor shall provide security acceptable to the County:

• A Contractor may elect to execute a Public Construction Bond (payment and performance), using the forms furnished by the County (Attachment F Public Construction Bond), an amount not less than the total construction cost (GMP) as defined in Article 9 and inclusive of the construction fee, and must provide the County with a certified copy of the recorded bond as required by Section 255.05, Florida Statutes, as may be amended. Additionally, the Contractor must provide a copy of the bond to all subcontractors and notify them of deadlines to make claims under the bond.

• In lieu of a Public Construction Bond (payment and performance), pursuant to Section 255.05(7), Florida Statutes, as may be amended, the County has the authority to accept an alternative form of security in the form of cash, a money order, a certified check, a cashier's check, an irrevocable letter of credit or a security of a type listed in Part II, Chapter 625, Florida Statutes. Alternative form of security shall be approved by the County Attorney's Office and the County's Risk Management. Any such alternative form of surety shall contain a provision to the effect that such surety shall reimburse the County for all costs, including attorney's fees, sustained by the County because of the Contractor's default, or incurred by the County in enforcing an alternative form of security to the County. Alternative forms of security must conform to the following standards:

o All alternative forms of security shall be issued by a federally or state-chartered bank or savings and loan association doing business in Brevard County, Florida.

o A date of expiration at least fourteen months beyond the completion of the Project.

o A business office in Brevard County, Florida at which drafts against the alternative form of security may be redeemed.

• When a construction project does not exceed $500,000, and when the Contractor elects to execute a payment and performance bond, such bond shall be issued from a surety company meeting all requirements of Section 287.0935, Florida Statutes. In cases where the amount of a surety bond exceeds $500,000, the surety company shall also have an A.M. Best’s rating of no less than B+ and, depending on the amount of the bond, shall have a minimum A.M. Best’s financial size category ranking as follows:

Bond Amount Up To

Financial class

$1,000,000 V

$2,500,000 VI

$5,000,000 VII

$10,000,000 VIII

$25,000,000 IX

$50,000,000 X

$75,000,000 XI

$100,000,000 XII

2.11 Quality Control - The Contractor shall develop and maintain a program, acceptable to the County and Architect/Engineer, to assure quality control of the construction (this may include personnel if approved by the County). The Contractor shall have a qualified and competent Superintendent to supervise the work of all Subcontractors providing instructions to each when their work does not conform to the requirements of the plans and specifications and shall continue to exert influence and control over each Subcontractor to ensure that corrections are made in a timely manner so as to not affect the efficient progress of the work. Should disagreement occur between the Contractor and Architect/Engineer over acceptability of work and conformance with the requirements of the specifications and plans, the County shall be the final judge of performance and acceptability.

2.12 Guaranteed Maximum Price (GMP) and Project Completion Dates

2.12.1 Contractor acknowledges and agrees the Drawings and Specifications are complete for Contractor to propose a Guaranteed Maximum Price (GMP), which is the total not to exceed sum of the Contractor's Fee and the Cost of the Project. Accordingly, the GMP is hereby established at $XXXX. The final approved GMP is attached hereto as Attachment G and shall become a part of this Contract between County and Contractor.

2.12.2 The Cost of the Work shall include Contractor's contingency, a sum agreed to by all parties for the Manager’s use to cover costs arising from unforeseen conditions in the Project, as further defined by Contractor’s final approved GMP Contractor's contingency is hereby established as a separate line item of $XXXX within the GMP

2.12.3 Basis of Guaranteed Maximum Price (GMP)

The Guaranteed Maximum Price, herein established is based upon the following:

A. The list of the Drawings and Specifications, including all addenda thereto, and the Direct Cost Items (“Allowable General Conditions”).

B. The list of clarifications and assumptions made by Contractor in the preparation of its Guaranteed Maximum Price proposal to supplement the information contained in the Drawings and Specifications as listed in Contractor’s GMP dated XXXX.

C. The Preliminary Construction Schedule included in the GMP As reflected in said Schedule, Contractor is to achieve Substantial Completion of the Work within 420 calendar days from issuance of Notice to Proceed. Final Completion shall be achieved within an additional 30 calendar days following Substantial Completion or 30 calendar days after the County’s receipt of the Substantial Completion Punchlist identified in Article 6 below, whichever is greater. These deadlines may be amended upon written agreement by the parties hereto.

2.12.4 Included within the Guaranteed Maximum Price is the Contractor's Fee. The Contractor's Fee is hereby established as $XXXX for services provided in this Contract. The sum of the Cost of the Project and the Contractor's Fee shall not exceed the Guaranteed Maximum Price. The Contractor's Fee shall constitute Contractor's total compensation for profit. All costs in excess of the final approved GMP (as reduced by County direct purchases, if any, in accordance with Attachment C) are the responsibility of the Contractor. Any savings between the GMP (as adjusted for County direct purchases) and the sum of the actual cost of the Project, including General Conditions and General Requirements, will be returned to the County.

2.12.5 Prior to issuance of the Notice to Proceed, Contractor shall not incur any costs to be reimbursed as part of the Cost of the Project, except as County may specifically authorize in writing.

2.12.6 The Guaranteed Maximum Price and Project Completion Dates shall be subject to additions and deductions by a Change Order as provided in the Contract Documents, which must be done in writing by the parties.

2.12.7 The Guaranteed Maximum Price shall include in the Cost of the Project only those taxes which are enacted and in effect at the time the GMP was determined. The County shall not be responsible for any taxes for which it is exempt from by law.

2.13 General

A. The Work shall commence on the date identified in the Notice to Proceed to be issued by the County.

B. The Contractor shall cause all Work required by the Contract Documents to be properly completed in accordance with the terms of the Contract Documents and within the Project Completion Dates.

2.14 Contractor's Staff - The Contractor shall maintain sufficient off-site support staff, and competent full-time staff, including, but not limited to a qualified and competent Superintendent, at the Project site authorized to act on behalf of the Contractor and to coordinate, inspect and provide general direction of the work and progress of the subcontractors, and the Contractor shall provide no less than those personnel during the respective phases of construction. The Contractor shall not change any of those designated persons unless mutually agreed to by the County and Contractor. In such case, the County shall have the right of approval of the qualifications of replacement personnel. Such approval will not be reasonably withheld.

A. The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during the progress of the work. The superintendent shall represent the Contractor and all communications given to the superintendent shall be as binding as if given to the Contractor.

B. The superintendent shall be in attendance at the Project site not less than eight

(8) hours per day, five (5) days per week, and any time work is being performed at the jobsite, unless the job is closed down due to a general strike or conditions beyond the control of the Contractor, or during holidays or when no work is being performed at the jobsite, or until completion or termination of the Contract. It is understood that such superintendent shall be acceptable to the County and the Architect/Engineer and shall be the one who will be continued in that capacity for the duration of the Project, unless the County otherwise agrees. The superintendent shall not be employed on any other project for or by Contractor or any other entity during the course of the work.

2.15 Lines of Authority - The Contractor shall establish and maintain lines of authority for its personnel and shall provide this description/definition to the County and all other affected parties such as the code inspectors of the permitting authorities, the subcontractors, and the Architect/Engineer, to provide general direction of the work and progress of the various phases and subcontractors. The County and the Architect/Engineer may attend meetings between the Contractor and subcontractors; however, such attendance shall not diminish either the authority or responsibility of the Contractor to administer the subcontractor.

2.16 Administration

2.16.1 Those portions of the Project that Contractor does not customarily perform with Contractor's own personnel shall be performed under subcontracts or by other appropriate written contracts with Contractor. Contractor shall obtain bids from subcontractors and from suppliers of materials or equipment fabricated to a special design for the Project from the list previously reviewed and, after analyzing such bids, shall deliver such bids to the County and Architect/Engineer for review and comment. Based upon that review and comment, Contractor shall then determine, subject to the reasonable objection of Architect/Engineer or County, which bids will be accepted. Contractor shall not be required to contract with anyone to whom Contractor has reasonable objection. Notwithstanding anything herein to the contrary, Contractor covenants and agrees that it shall competitively bid all subcontracts, in accordance with Section 255.0525(2-5), Florida Statutes, and as amended. Further, with respect to all such subcontracts, Contractor covenants and agrees that it shall select and contract with the lowest, responsive and qualified bidder, unless otherwise consented to in writing by County.

2.16.2 Subcontracts and contracts with suppliers furnishing materials or equipment fabricated to a special design shall conform with payment provisions and shall not be awarded on the basis of cost plus a fee without prior written consent of County.

2.16.3 Contractor shall schedule and conduct weekly meetings at which County, Architect/Engineer, Contractor and appropriate Subcontractors can discuss the status of the Project. Contractor shall prepare and promptly distribute type-written meeting minutes within two (2) business days after any such meeting is held.

2.16.4 Contractor shall provide Monthly Written Reports to County on the progress of the entire Work. Contractor shall maintain a daily log containing a record of weather, subcontractors working on the site, number of workers, Work accomplished, problems encountered and other similar relevant data as County may require. The log shall be available to County at all times.

2.17 Professional Services - Contractor shall not be required to provide professional services which constitute the practice of architecture or engineering, unless such services are specifically required by the Contract Documents for a portion of the Project, or unless Contractor has specifically agreed in writing to provide such services. In such event, Contractor shall cause such services to be performed by appropriately licensed professionals.

2.18 Unsafe Materials - If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance encountered but not created or brought on the site Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to County and Architect/Engineer in writing. County shall be responsible for obtaining the services of a licensed laboratory to verify the presence or absence of the material or substance reported by Contractor and, in the event such material or substance is found to be present, to verify that it has been rendered harmless.

In accordance with Section 255.40, Florida Statutes, the County will require that the Contractor certify (at Substantial Completion) that to the best of his/her knowledge and ability no asbestos-containing materials and/or supplies have been purchased and/or installed on this Project.

(Florida Statute 255.40 Use of asbestos in new public buildings or buildings newly constructed for lease to governmental agencies;

prohibition - The use of asbestos or asbestos-based fiber materials is prohibited in any building, construction of which is commenced after September 30, 1983, which is financed with public funds or is constructed for the express purpose of being leased to any governmental entity.)

2.19 Weather Protection - The Contractor will be responsible to ascertain what temporary enclosures, if any, of building areas should be provided for and implemented as a practical matter, in order to assure orderly progress of the work in periods when extreme weather conditions are likely to be experienced.

It is the Contractor’s responsibility to secure the work site. All costs associated with this shall be the responsibility of the Contractor, provided such costs are within the GMP

2.20 Job Site Requirements

(1) The Contractor shall provide for each of the following activities as a part of the Contractor's Construction Phase services:

a. Maintain a log of daily activities, including manpower records, weather, delays, major decisions, etc., and require the same of subcontractors.

b. Maintain a directory of companies on the Project with names, addresses, telephone numbers, emergency telephone numbers and fax numbers of key personnel.

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

d. Provide labor relations management for a harmonious, productive Project.

e. Provide a safety program for the Project to meet OSHA requirements. Monitor for Subcontractor compliance without relieving them of responsibilities to perform work in accordance with the best acceptable practice.

f. Provide a quality control program.

g. Miscellaneous office supplies that support the construction efforts which are consumed by its own forces.

2.21 Job Site Administration - The Contractor shall provide as part of the Contractor's Construction Phase services, administrative functions during construction, including, but not limited to, the following:

A. Job Meetings - Hold weekly progress and coordination meetings to provide for an easy flowing Project. Implement procedures and assure timely submittals, expedite processing approvals and return of shop drawings, samples, etc. Coordinate and expedite critical ordering and delivery of materials, work sequences, inspection and testing, labor allocations, etc. Review and coordinate each Subcontractor's work.

Review and implement revisions to the Schedule. Monitor and promote safety requirements.

Use the job site meeting as a tool for preplanning of work and enforcing schedules and for establishing procedures, responsibilities, and identification of authority for all to clearly understand. Identify party or parties responsible for follow-up on any problems, delay items or questions and document and implement the course for solution. Revisit each pending item at each subsequent meeting until resolution is achieved. Require all present to make any problems or delaying event known to those present for appropriate attention and resolution.

B. Shop Drawing Submittals/Approvals - Check Shop Drawings and implement procedures for submittal and transmittal to the Architect/Engineer of such drawings for action, and closely monitor their submittal and approval process. Provide copy of all correspondence to County. Contractor will provide one (1) approved Submittal or Shop Drawing to County.

C. Material and Equipment Expediting - Closely monitor material and equipment deliveries; implement inspection and follow-up procedures on commitments of all Suppliers and Subcontractors.

D. Payments to Subcontractor - Develop and implement a procedure for review, processing, and payment of applications by Subcontractors for progress and final payments.

E. Document Interpretation - Refer all questions for interpretation of the documents prepared by the Architect/Engineer to the Architect/Engineer.

F. Reports and Project Site Documents - Record the progress of the Project.

Submit written progress reports to the County and the Architect/Engineer including information on the Subcontractor's work, and the percentage of completion. Keep a daily log available to the County, the Architect/Engineer and the Permitting Authority inspectors.

G. Substantial Completion - The Contractor shall secure the Certificate of

Occupancy and notify the County and Architect/Engineer, in writing, that the Project will be ready for inspection to determine if it is substantially complete and ready for inspection on or after a specific date, which date shall be stated in the notice. The notice shall be given at least seven (7) calendar days in advance of said date. Inspection and testing shall take place at time(s) mutually agreeable to the Contractor, Architect/Engineer and County. The inspection will be conducted jointly between the Architect/Engineer, County and Contractor’s representative. The inspection shall determine if substantial completion has been accomplished and the Architect/Engineer shall produce a Certificate of Substantial Completion (Attachment H) and a written list of unfinished Work and defective work, commonly referred to as a "Punch List", which must be finished and corrected to obtain Final Completion. Should Certificate of Occupancy not be able to be obtained through no fault of Contractor, an adjustment to the Contract shall be provided in accordance with the terms of this Contract.

At the County's option a specific area or segment of the project may be inspected and/or determined substantially complete.

H. Final Completion - The Contractor shall notify the Architect/Engineer and County, in writing, that the Project will be ready for final inspection on or after a specific date, which date shall be stated in the notice. This notice shall be given at least seven (7) calendar days in advance. That inspection and any necessary testing shall be conducted in the same manner as the inspection for Substantial Completion. When the Project is finally and totally complete, including the elimination of all defects, a Certificate of Final Completion (Attachment I) will be issued by the Architect/Engineer and the Project shall be submitted to the County for final acceptance. The County and Architect/Engineer shall conduct the inspections. The County may elect to have other persons of its choosing also participate in the inspections. If one or more re-inspections are required, the Contractor shall reimburse the County for all costs of re-inspection or, at the County's option, the costs may be deducted from payments due to the Contractor. The Total Project Schedule shall include these notices and inspections as activities.

The Contractor shall secure and transmit to the Architect/Engineer all required guarantees, affidavits, releases, bonds and waivers, manuals, “As-Built” Drawings, and maintenance books as part of Final Completion (in triplicate) unless stated otherwise in the Project specifications.

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

J. As-Built Drawings - The Contractor shall monitor the progress of Work on marked-up field prints which, at Substantial Completion, shall be submitted to the County as Final “As-Built” Drawings.

K. Administrative Records - The Contractor will maintain at the job site on a current basis, files and records such as, but not limited to the following:

1. Contracts and Purchase Orders

2. Shop Drawing Submittal/Approval

3. Logs Equipment

4. Purchase/Delivery Logs

5. Contract Drawings and Specifications with Addenda

6. Cost Proposal Requests

7. Meeting Minutes

8. Lab Test Reports

9. Contract Changes

10. Material Purchase Delivery Logs

11. "As-Built" Marked Prints

12. Monthly Progress Reports

13. Correspondence

14. Files Transmittal Records

15. Inspection Reports

16. Punch Lists

17. Requests for Information (RFIs)

18. Architect/Engineer Supplement Instructions (ASIs)

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

L. County Occupancy:

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

The Contractor shall conduct the Contractor's preliminary punch list inspection and coordinate the completion of all punch list work to be done with County occupancy requirements in mind.

The Contractor shall catalog operational and maintenance requirements of equipment to be operated by maintenance personnel and convey these to the County in such a manner as to promote their usability (in triplicate).

The Contractor shall provide operational training, in equipment use, for building operators to a maximum of eight (8) hours.

The Contractor shall secure required guarantees and warranties, assembled and organized (in a binder) and deliver same, in triplicate, to the County in a manner that will facilitate their maximum enforcement and assure their meaningful implementation.

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

M. Warranty - Where any work is performed by the Contractor's own forces or by Subcontractors under contract with the Contractor, the Contractor shall warrant that all materials and equipment included in such Work will be new except where indicated otherwise in Contract Documents, and that such Work will be of good quality, free from improper workmanship and defective materials and in conformance with the Drawings and Specifications. With respect to the same Work, the Contractor further agrees to correct all work found by the County to be defective in material and workmanship or not in conformance with the Drawings and Specifications for a period of one (1) year from the Date of Final Completion or as may be set forth with respect to specific warranties contained in the trade sections of the Specifications. The Contractor shall collect and deliver to the County any specific written warranties given by others as required by the Contract Documents. Also, the Contractor shall conduct, jointly with the County and the Architect/Engineer, a warranty inspection nine (9) months after the date of County Occupancy. This warranty inspection will be scheduled by a representative of the County.

ARTICLE 3

COUNTY'S RESPONSIBILITIES

3.1 County's Information - The County shall provide full information regarding County's requirements for the Project.

3.2 County's Representative/Project Director - The County shall designate a representative who shall be fully acquainted with the Project and shall define the lines of County authority to approve Project Construction Budgets, and changes in Project. The County's representative shall render decisions promptly and furnish information expeditiously.

3.3 Architect/Engineer's Contract - The County has retained an

Architect/Engineer for design and preparation of construction documents for the Project. The Architect/Engineer's services, duties and responsibilities are described in the Contract between the County and the Architect/Engineer, a copy of which will be furnished to the Contractor upon request.

3.4 Approvals and Easements - The County shall pay for necessary approvals, easements, assessments and charges required for the construction, use or occupancy of permanent structures or for permanent changes in existing facilities.

3.5 Legal Services – In the County’s sole discretion, the County may furnish such legal services as may be necessary for providing the items set forth in Article 3 and such auditing services as the County may require.

3.6 Drawings and Specifications - The County will provide to the Contractor a reproducible set of all drawings and specifications reasonably necessary and ready for printing.

3.7 Cost of Surveys & Reports - The services, information, surveys and reports required by the above paragraphs shall be furnished with reasonable promptness in accordance with the approved schedule at the County's expense, and the Contractor shall be entitled to rely upon the accuracy and completeness thereof.

3.8 Project Fault or Defects - If the County becomes aware of any fault or defect in the Project or non-conformance with the drawings and specifications, the County shall give prompt written notice thereof to the Contractor and Architect/Engineer.

3.9 Funding - The County shall furnish, in accordance with the established schedule, reasonable evidence satisfactory to the Contractor that sufficient funds will be available and committed for the cost of each part of the Project.

3.10 Lines of Communication - The County and Architect/Engineer shall communicate with the Subcontractors or Suppliers only through the Contractor while such method of communication is effective in maintaining Project schedules and quality.

3.11 Lines of Authority - The County shall establish and maintain lines of authority for

County's personnel and shall provide this definition to the Contractor and all other affected parties.

3.12 Permitting & Code Inspections - The County recognizes and coordinates with the Permitting Authority and expects the Contractor to do the same.

ARTICLE 4

PERMITTING AND INSPECTION

4.1 Permits, Fees and Notices - Unless otherwise provided in the Contract Documents, the Contractor shall secure, and the County shall pay for any Brevard County building permit or other County permits and governmental fees and licenses necessary for proper execution of the Contract and which are legally required. Unless already secured and paid for by the County, any other entity/jurisdiction permits shall be included in the Guaranteed Maximum Price and secured and paid for by the Contractor. County Impact and Solid Waste fees will be paid by the County once the Contractor’s allowance identified in the GMP has been expended. Copies of all permits shall be submitted to the County.

4.2 The Contractor shall comply with and give notices required by laws, ordinances, rules and regulations and lawful orders of public authorities bearing on performance of the work required for the Project. The Contractor acknowledges that it will meet any conditions required of the Contractor in the performance of the Work. The Contractor and any of its subcontractors shall comply with all Federal, State, and local laws and regulations.

4.3 It is not the Contractor's responsibility to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations. However, if the Contractor observes that portions of the Contract Documents are at variance therewith, and such variance was not discoverable during the Contractor's review of these documents for the purpose of determining the GMP, the Contractor shall promptly notify the Architect/Engineer and County, in writing, and necessary changes shall be accomplished by appropriate modification.

4.4 If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to the Architect/Engineer and County, the Contractor shall assume full responsibility for such Work and shall bear the attributable costs.

ARTICLE 5

SUBCONTRACTS

5.1 Definition - A Subcontractor is a person or organization who has a direct contract with the Contractor to perform any of the work. Nothing contained in the Contract Document shall create any contractual relation between the County or Architect/Engineer and any Subcontractor.

5.2 Bids/Proposals - The Contractor has made every attempt to receive, at a minimum, three (3) bids/proposals from Subcontractors and Suppliers and will award those contracts to the lowest, responsive, and responsible bidder.

5.3 Required Subcontractor and Subcontract Conditions.

5.3.1 Sub-contractual Relations - By an appropriate written contract, the Contractor shall require each Subcontractor to the extent of the work to be performed by the Subcontractor, to be bound to the Contractor by the terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities which the Contractor by this Contract, assumes toward the County and the Architect/Engineer. Said contracts shall preserve and protect the rights of the County and Architect/Engineer under the Contract Documents with respect to the work to be performed by the Subcontractor so that the subcontracting thereof will not prejudice such rights. Where appropriate, the Contractor shall require each Subcontractor to enter into similar contracts with the Subcontractor's Subcontractor. Any subcontractor shall indemnify the County from any, and all liability for its negligent, reckless, and intentionally wrong acts and omissions.