Sample_Design-Build_Agreement.pdf

RFP # 25-0549-RFP-DB

RFP Title: Solid Waste Pump Station 201 Improvements - Professional Design-Build Services Page 1 of 90

DESIGN BUILD AGREEMENT

PINELLAS COUNTY DESIGN BUILD AGREEMENT Revised 11/2022

PINELLAS COUNTY GOVERNMENT IS COMMITTED TO PROGRESSIVE PUBLIC POLICY, SUPERIOR PUBLIC SERVICE, COURTEOUS PUBLIC CONTACT, JUDICIOUS EXERCISE OF AUTHORITY AND SOUND MANAGEMENT OF PUBLIC RESOURCES, TO MEET THE NEEDS AND CONCERNS OF OUR CITIZENS TODAY AND TOMORROW.

DESIGN BUILD SERVICES AGREEMENT

RFP TITLE: Solid Waste Pump Station 201 Improvements - Professional Design-Build Services

RFP CONTRACT NO. 25-0549-RFP-DB

COUNTY PID NO. 000752J

DB FIRM: TBD

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TABLE OF CONTENTS

PUBLIC NOTICE/LEGAL ADVERTISEMENT FOR THE REQUEST FOR QUALIFICATIONS

DESIGN BUILD AGREEMENT

SECTION 1. CONTRACT DOCUMENTS

SECTION 2. SCOPE OF WORK

SECTION 3. CONTRACT AMOUNT

SECTION 4. BONDS

SECTION 5. CONTRACT TIME AND LIQUIDATED DAMAGES

SECTION 6. EXHIBITS INCORPORATED

SECTION 7. NOTICES

SECTION 8. MODIFICATION

SECTION 9. E-VERIFY

SECTION 10. SUCCESSORS AND ASSIGNS

SECTION 11. GOVERNING LAW AND VENUE

SECTION 12. NO WAIVER

SECTION 13. ENTIRETY

SECTION 14. SEVERABILITY

SECTION 15. CHANGE ORDER AUTHORIZATION

SECTION 16. CONSTRUCTION

SECTION 17. ORDER OF PRECEDENCE

EXHIBIT A - BONDS

EXHIBIT B - INSURANCE REQUIREMENTS

EXHIBIT C - RELEASE AND AFFIDAVIT

EXHIBIT D - FORM OF CONTRACT APPLICATION FOR PAYMENT

EXHIBIT E - CHANGE ORDER

EXHIBIT F - DESIGN BUILDER CERTIFICATE OF SUBSTANTIAL COMPLETION

EXHIBIT G - FINAL PAYMENT CHECKLIST

EXHIBIT H - GENERAL TERMS AND CONDITIONS

EXHIBIT I - SUPPLEMENTAL TERMS AND CONDITIONS

EXHIBIT J - DESIGN CRITERIA PACKAGE

EXHIBIT K – PERMITS

EXHIBIT L - PHASE 1 AND PHASE 2 PROJECT DESIGN MILESTONES AND DELIVERABLES . 59

EXHIBIT M - DESIGN PROFESSIONAL, ENGINEERS, & CONTRACTOR

EXHIBIT N - LUMP SUM AMENDMENT AGREEMENT FORM

Attachment 1 - List of Drawings, Specifications, and Addendums Attachment 2 - Schedule of Values Attachment 3 - Assumptions, Clarifications, & Exclusions Attachment 4 - Completion Schedule Attachment 5 - List of Subcontractors and Major Suppliers Attachment 6 -Allowances

EXHIBIT O - SCOPE OF SERVICES

EXHIBIT P - SCOPE OF PHASE 2 SERVICES

EXHIBIT Q - PHASE 1 COMPENSATION SCHEDULE

EXHIBIT R - TRUTH-IN-NEGOTIATION CERTIFICATE

EXHIBIT S - DESIGN BUILDER’S KEY PERSONNEL

EXHIBIT T - STORED MATERIALS RECORD

EXHIBIT U - GENERAL CONDITIONS CATEGORIES

EXHIBIT V – REQUEST FOR PROPOSAL SOLICITATION

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PUBLIC NOTICE/LEGAL ADVERTISEMENT FOR THE REQUEST FOR

QUALIFICATIONS

PUBLIC ANNOUNCEMENT AS REQUIRED BY THE CONSULTANTS

COMPETITIVE NEGOTIATIONS ACT, CHAPTER 287.055 FLORIDA STATUTES

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PINELLAS COUNTY, FLORIDA, (“Owner") by and through THE BOARD OF COUNTY COMMISSIONERS hereby contracts with _______________________ ("Design Builder") of _______, Florida, a Florida corporation authorized and licensed to do business in the State of Florida, to perform all work and services in connection with the design and construction of the Pinellas County Solid Waste Pump Station 201 Improvements Project, as said work and services is set forth in this Agreement, the Plans and Specifications to be prepared by or for Design Builder as hereafter provided and all other Contract Documents hereafter specified (the "Work").

Owner and Design Builder, for the consideration herein set forth, agree as follows:

SECTION 1. CONTRACT DOCUMENTS

A. The Contract Documents consist of this Agreement, the Design Criteria Package, the Exhibits described in Section 6 hereof, the Public Notice/Legal Advertisement, and any duly executed and issued addenda, Change Orders, Work Directive Changes, Field Orders and amendments relating thereto. Further, the term Contract Documents shall include all plans and specifications for the construction of the Project (“Construction Documents”) to be prepared by or for Design Builder, but only after said Construction Documents have been completed and approved in writing by Owner. All of the foregoing Contract Documents are incorporated by reference and made a part of this Agreement (all of said documents including the Agreement sometimes being referred to herein as the "Contract Documents" and sometimes as the "Agreement" and sometimes as the “Contract”). A copy of the Contract Documents shall be maintained by Design Builder at the Project site at all times during the performance of the Work.

B. Design Builder shall furnish Owner one (1) sealed copy, one (1) reproducible set, and one (1) CD of the Contract Documents. All copies of the Construction Documents required by Design Builder for execution of the Work shall be made by Design Builder at Design Builder’s sole cost and expense. Upon the completion or termination of this Agreement, as directed by Owner, Design Builder shall deliver to Owner copies or originals, as required by the Owner, of all records, documents, drawings, notes, tracings, plans, Auto CAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for Design Builder under this Agreement (“Project Documents”). Design Builder shall be solely responsible for all costs associated with delivering to Owner the Project Documents. Design Builder, at its own expense, may retain copies of the Project Documents for its files and internal use. Notwithstanding anything in this Agreement to the contrary and without requiring Owner to pay any additional fees, Design Builder hereby grants Owner a nonexclusive, irrevocable license in all of the Project Documents for Owner’s use on this Project. Design Builder warrants to Owner that it has full right and authority to grant this license to Owner. Further, Design Builder consents to Owner’s use of the Project Documents to complete the Project following Design Builder’s termination for any reason or to perform reconstruction, additions to or remodeling or renovations of the Project.

C. Nothing contained in the Contract Documents shall create a contractual relationship between Owner and any third party; however, it is agreed that Owner is an intended third-party beneficiary of all contracts for design and engineering services, all subcontracts, purchase orders and other agreements relating to the Project between Design Builder and third parties. Design Builder shall incorporate the obligations of this Contract into its respective consultant agreements, subcontracts, supply agreements and purchase orders.

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SECTION 2. SCOPE OF WORK

The scope of the Work to be performed by Design Builder herein includes the design and construction as set out and described in the Contract Documents, including but not limited to all labor, services, materials and equipment as may be required to complete the Work in compliance with the Contract Documents.

This Project consists of the design and construction of a Solid Waste Pump Station 201 Improvements. The project will be located on County-owned property at 3095 114th Ave N, St. Petersburg, FL.

The Project consists of two phases, referred to herein as Phase 1 and Phase 2. Phase 1, described more specifically in the attached Exhibit O, will include the following sub-phases: Program Verification, Schematic Design, Design Development, preparation of 50% complete Construction Documents, and development of the Lump Sum Price proposal.

Phase 2, described more specifically in the attached Exhibit P, if authorized, will include the preparation of 100% Complete Construction Documents, completion of the Building Permit Phase, and the construction of the Project.

Identified within Exhibit S are key personnel of the Design Builder’s subconsultants. Design Builder shall require all subconsultants to agree that any such key personnel who are assigned to the Project shall not be removed without Owner’s prior written approval, and if so removed must be immediately replaced with a person acceptable to Owner.

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SECTION 3. CONTRACT AMOUNT

In consideration of the faithful performance by Design Builder of the covenants in this Agreement to the full satisfaction and acceptance of Owner, Owner agrees to pay, or cause to be paid, to Design Builder the following Phase 1 Fee and Lump Sum Price amounts (collectively herein "Contract Amount"), in accordance with the terms of this Agreement:

A. Phase 1 - For all Phase 1 Services, including, but not limited to, causing the preparation of the 50% complete Construction Documents, providing value engineering services, reviewing Construction Documents for constructability, assisting and meeting with the Owner during the various design sub phases, and preparing cost estimates and schedules, Design Builder shall receive the fixed amount of \$______________(“Phase 1 Fee”) as the total lump sum compensation for all Phase 1 Services. Said lump sum amount shall be paid in accordance with the Phase 1 Compensation Schedule attached hereto as Exhibit Q.

B. Phase 2 - With respect to Phase 2 Services to be provided by Design Builder hereunder, Owner shall pay Design Builder the fixed lump sum amount (“Lump Sum Price”) to be established in the Lump Sum Contract Price Amendment to the Agreement (the “Lump Sum Amendment”). Design Builder agrees to provide Owner with the Lump Sum Price proposal within forty-five (45) days after the Construction Drawings are at 50% Completion. The Lump Sum Price proposal shall be based upon the previous cost estimates provided by Design Builder as required hereunder. Further, the Lump Sum Price proposal shall be broken down into the categories and level of detail required by Owner. Design Builder agrees that all of its books, records and files, with respect to its development of the Lump Sum Amendment proposal, shall be open to Owner for review, examination and copying. The Lump Sum Price proposal shall include general condition expenses specified in the Lump Sum Amendment, and a profit markup not to exceed 5%. The Lump Sum Price shall be mutually agreed upon by Owner and Design Builder and shall be set forth in the Lump Sum Amendment. The form for the Lump Sum Amendment is attached hereto as Exhibit N. Design Builder guarantees that in no event shall the Design Builder’s total compensation exceed the Lump Sum Price, as the Lump Sum Price may be adjusted pursuant to the terms herein for Change Orders and Construction Change Directives. In the event Design Builder and Owner fail to reach an agreement on the Lump Sum Amendment, Owner may elect to terminate this Contract. In the event of any such termination, Design Builder shall be entitled to receive that portion of the Contract Amount attributable to the Phase 1 Services earned through the date of termination plus that portion of any earned compensation associated with any Phase 2 Services provided, to the extent such services were expressly approved in advance and in writing by Owner; but Design Builder shall not be entitled to any further or additional compensation from Owner, including but not limited to damages or lost profits on portions of the Work not approved or performed.

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SECTION 4. BONDS

A. Concurrent with its execution of the Lump Sum Amendment, Design Builder shall provide Performance and Payment

Bonds, in the form prescribed in Exhibit A, in the amount of 100% of the Lump Sum Price, the costs of which are to be paid by Design Builder. The Performance and Payment Bonds shall be underwritten by a surety authorized to do business in the State of Florida and otherwise acceptable to Owner; provided, however, the surety shall meet the requirements of the Department of the Treasury Fiscal Service, “Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsurance Companies” circular. This circular may be accessed via the web at www.fms.treas.gov/c570/c570.html. Should the Contract Amount be less than \$500,000, the requirements of Section 287.0935, F.S. shall govern the rating and classification of the surety.

B. If the surety for any bond furnished by Design Builder is declared bankrupt, becomes insolvent, its right to do business is terminated in the State of Florida, or it ceases to meet the requirements imposed by the Contract Documents, the Design Builder shall, within five (5) calendar days thereafter, substitute at its cost and expense another bond and surety, both of which shall be subject to the Owner's approval.

C. At the time Design Builder executes this Agreement, Design Builder shall deliver to Owner proof, reasonably acceptable to Owner, of Design Builder’s ability to deliver the Performance and Payment bonds required hereunder.

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SECTION 5. CONTRACT TIME AND LIQUIDATED DAMAGES

A. Time of Performance. Services performed pursuant to this contract shall remain in effect for XXX (XX) consecutive calendar months from the commencement date on the Notice to Proceed. This Agreement shall become effective on the date of execution of the Agreement. Duration of the contract shall be XXX (XX) months for Phase 1 Design and XXX (XX) months for Phase 2 Construction. Time is of the essence in the performance of the Work under this Agreement. The "Phase 1 Commencement Date" shall be established in the written Notice to Proceed to be issued by the Project Manager, as hereinafter defined. Design Builder shall commence the Phase 1 Services portion of the Work within five (5) calendar days from the Phase 1 Commencement Date. Any Work performed by Design Builder prior to the Phase 1 Commencement Date shall be at the sole risk of Design Builder. The “Phase 2 Commencement Date” shall be established in the Lump Sum Amendment, except to the extent otherwise agreed to in writing by Owner. Design Builder shall commence the Phase 2 Services portion of the Work within five (5) calendar days after the Phase 2 Commencement Date. No portion of the Work, with respect to the Phase 2 Services to be provided hereunder shall be performed prior to the Phase 2 Commencement Date, unless expressly approved in advance by Owner in writing. The total period of time beginning with the Phase 2 Commencement Date and ending on the date of Substantial Completion of the Work is referred to hereafter as the “Contract Time”. The Contract Time is further discussed in Paragraph B below.

B. Because the Work is to be completed in two phases (i.e. Phase 1 and Phase 2), the timely completion of Phase 1 is critical to the timely completion of Phase 2 and, therefore, completion of the entire Project. Accordingly, Design Builder agrees to provide the Phase 1 Services in accordance with Exhibit L. With respect to the Phase 2 Services, the Lump Sum Amendment shall include the date that portion of the Work associated with the Phase 2 Services must be substantially completed by Design Builder. That Substantial Completion date shall be established in terms of calendar days after the Phase 2 Commencement Date. In the event Design Builder and Owner fail to reach an agreement on the Contract Time and the Substantial Completion date, Owner may elect to terminate this Contract. In the event of any such termination, Design Builder shall be entitled to receive that portion of the Contract Amount attributable to the Phase 1 Services earned to the date of termination plus that portion of any earned compensation associated with any Phase 2 Services provided, to the extent such services were expressly approved in advance and in writing by Owner; but Design Builder shall not be entitled to any further or additional compensation from Owner, including but not limited to damages or lost profits on portions of the Work not approved or performed. Substantial Completion of the Work shall be achieved when the Work has been completed to the point where Owner can occupy or utilize the Work for its intended purpose. The entire Work shall be fully completed and ready for final acceptance by Owner within sixty (60) calendar days after the Substantial Completion Date. Final Completion shall occur when the Agreement is completed in its entirety, is accepted by the Owner as complete and is so stated by the Owner as completed. As used herein and throughout the Contract Documents, the phrase "Project Manager" refers to the Owner's duly authorized representative and shall mean the Division Administrator or Department Director, as applicable, acting directly or through duly authorized representatives.

C. Liquidated Damages in General. Owner and Design Builder recognize that, since time is of the essence for this Agreement, Owner will suffer financial loss if the Work associated with the Phase 2 is not substantially completed within the Contract Time specified in the Lump Sum Amendment, as said time may be adjusted as provided for herein. In such event, the total amount of Owner’s damages, will be difficult, if not impossible, to definitely ascertain and quantify. Should Design Builder fail to achieve Substantial Completion within the number of calendar days established herein, Owner shall be entitled to assess, as liquidated damages, but not as a penalty, the Liquidated Damages amount established in the Lump Sum Amendment, for each calendar day thereafter until Substantial Completion is achieved. Further, after Substantial Completion has been achieved, but Design Builder fails thereafter to achieve Final Completion within the required time period, Owner shall be entitled to assess, and Design Builder shall be liable for all actual damages incurred by Owner as a result of such failure. The Project shall be deemed to be substantially completed on the date the Design Professional issues a Certificate of Substantial Completion (after a Certificate of Occupancy has been issued by the local building official) pursuant to the terms hereof. Design Builder hereby expressly waives and relinquishes any right which it may have to seek to characterize the above noted liquidated damages as a penalty, which the parties agree represents a fair and reasonable estimate of the Owner’s actual damages at the time of contracting if Design Builder fails to Substantially or Finally Complete the Work within the required time periods.

D. Computation of Time Periods. When any period of time is referenced by days herein, it shall be computed to exclude the first day and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day shall be omitted from the computation, and the last day shall become the next succeeding day which is not a Saturday, Sunday or legal holiday.

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E. Determination of Number of Days of Default. For all contracts, regardless of whether the Contract Time is stipulated in calendar days or working days, the Owner will count default days in calendar days.

F. Right of Collection. The Owner has the right to apply any amounts due Design Builder under this Agreement or any other agreement between Owner and Design Builder, as payment on such liquidated damages due under this Agreement in Owner’s sole discretion. Notwithstanding anything herein to the contrary, Owner retains its right to liquidated damages due under this Agreement even if Design Builder, at Owner’s election and in its sole discretion, is allowed to continue and to finish the Work, or any part of it, after the expiration of the Contract Time including granted time extensions.

G. Completion of Work by Owner. In the event Design Builder defaults on any of its obligations under the Agreement and Owner elects to complete the Work, in whole or in part, through another Design Builder or its own forces, the Design Builder and its surety shall continue to be liable for the liquidated damages under the Agreement until Owner achieves Substantial and Final Completion of the Work. Owner will not charge liquidated damages for any delay in achieving Substantial or Final Completion as a result of any unreasonable action or delay on the part of the Owner.

H. Final Acceptance by Owner. The Owner shall consider the Agreement complete when the Design Builder has completed in its entirety all of the Work and the Owner has accepted all of the Work and notified the Design Builder in writing that the Work is complete. Once the Owner has approved and accepted the Work, Design Builder shall be entitled to final payment in accordance with the terms of the Contract Documents.

I. Recovery of Damages Suffered by Third Parties. Design Builder shall be liable to Owner to the extent Owner incurs damages from a third party as a result of Design Builder’s failure to fulfill all of its obligations under the Contract Documents. Owner’s recovery of any delay related damages under this Agreement through the liquidated damages does not preclude Owner from recovering from Design Builder any other non-delay related damages that may be owed to it arising out of or relating to this Agreement.

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SECTION 6. EXHIBITS INCORPORATED

The following documents are expressly agreed to be incorporated by reference and made a part of this Agreement.

Exhibit A: Performance and Payment Bond Forms

Exhibit B: Insurance Requirements

Exhibit C: Release and Affidavit Form

Exhibit D: Design Builder Application for Payment Form

Exhibit E: Change Order Form

Exhibit F: Certificate of Substantial Completion Form

Exhibit G: Final Payment Checklist

Exhibit H: General Terms and Conditions

Exhibit I: Supplemental Terms and Conditions

Exhibit J: Design Criteria Package

Exhibit K: Permits

Exhibit L: Phase 1 and Phase 2 Project Design Milestones and Deliverables

Exhibit M: Design Professional, Engineers, & Contractor

Exhibit N: Lump Sum Amendment Agreement Form

Exhibit O: Scope of Phase 1 Services

Exhibit P: Scope of Phase 2 Services

Exhibit Q: Phase 1 Compensation Schedule

Exhibit R: Truth-in-Negotiation Certificate

Exhibit S: Design Builder’s Key Personnel

Exhibit T: Stored Materials Record

Exhibit U: General Conditions Categories

Exhibit V: Request For Proposal Solicitation

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SECTION 7. NOTICES

A. All notices required or made pursuant to this Agreement by the Design Builder to the Owner shall be deemed duly served if delivered by U.S. Mail or private delivery service, addressed to the following:

If to the Owner:

Daniel Torres

Construction Administrator, Capital Improvements

14 S Dt. Harrison Building

Clearwater, Florida 33756

With a copy to:

Merry Celeste

Director of Purchasing

400 S. Ft. Harrison Ave., Clearwater, FL 33756

If to the Design Builder:

With a copy to:

B. Either party may change its above noted address by giving 10 days written notice to the other party in accordance with the requirements of this Section.

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SECTION 8. MODIFICATION

No modification or change to the Agreement shall be valid or binding upon the parties unless in writing and executed by the party or parties intended to be bound by it.

SECTION 9. E-VERIFY

The Contractor and their Subcontractor(s) must register with and use the E-verify system in accordance with Florida Statute 448.095. A Contractor and Subcontractor may not enter into a contract with the County unless each party registers with and uses the E-verify system.

If a Contractor enters a contract with a Subcontractor, the Subcontractor must provide the Contractor with an affidavit stating that the Subcontractor does not employ, contract with, or subcontract with unauthorized aliens. The Contractor must maintain a copy of the affidavit for the duration of the contract.

If the County, Contractor, or Subcontract has a good faith belief that a person or entity with which it is contracting has knowingly violated Florida Statute 448.09(1) they shall immediately terminate the contract with the person or entity.

If the County has a good faith belief that a Subcontractor knowingly violated this provision, but the Contractor otherwise complied with this provision, the County will notify the Contractor and order that the Contractor immediately terminate the contract with the Subcontractor.

A contract terminated under the provisions of this section is not a breach of contract and may not be considered such. Any contract termination under the provisions of this section may be challenged to Section 448.095(2)(d), Florida Statute.

Contractor acknowledges upon termination of this agreement by the County for violation of this section by Contractor, Contractor may not be awarded a public contract for at least one (1) year. Contractor acknowledges that Contractor is liable for any additional costs incurred by the County as a result of termination of any contract for a violation of this section.

Contractor or Subcontractor shall insert in any subcontracts the clauses set forth in this section, requiring the subcontracts to include these clauses in any lower tier subcontracts. Contractor shall be responsible for compliance by any Subcontractor or Lower Tier Subcontractor with the clause set for in this section.

SECTION 10. SUCCESSORS AND ASSIGNS

Subject to other provisions hereof, the Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties to the Agreement.

SECTION 11. GOVERNING LAW AND VENUE

The Agreement shall be interpreted under, and its performance governed by the laws of the State of Florida. In the event of any dispute by and between the parties, the exclusive jurisdiction and venue for any such proceeding shall be Pinellas County, Florida.

SECTION 12. NO WAIVER

The failure of the Owner to enforce at any time or for any period of time any one or more of the provisions of the Agreement shall not be construed to be and shall not be a waiver of any such provision or provisions or of its right thereafter to enforce each and every such provision.

SECTION 13. ENTIRETY

Each of the parties hereto agrees and represents that the Agreement comprises the full and entire agreement between the parties affecting the Work contemplated, and no other agreement or understanding of any nature concerning the same has been entered into or will be recognized, and that all negotiations, acts, work performed, or payments made prior to the execution hereof shall be deemed merged in, integrated and superseded by the Agreement.

SECTION 14. SEVERABILITY

Should any provision of the Agreement be determined by a court to be unenforceable, such a determination shall not affect the validity or enforceability of any other section or part thereof.

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SECTION 15. CHANGE ORDER AUTHORIZATION

The Project Manager shall have the authority on behalf of the Owner to execute all Change Orders and Work Directive Changes to the Agreement to the extent provided for under the Owner’s Purchasing Policy and accompanying administrative procedures and paragraph 10.6 and 33.2 of Exhibit H, General Terms and Conditions.

SECTION 16. CONSTRUCTION

Any doubtful or ambiguous language contained in this Agreement shall not be construed against the party who physically prepared this Agreement. The rule sometimes referred to as "fortius contra proferentum" (pursuant to which ambiguities in a contractual term which appears on its face to have been inserted for the benefit of one of the parties shall be construed against the benefited party) shall not be applied to the construction of this Agreement.

SECTION 17. ORDER OF PRECEDENCE

In the event of any conflict between or among the terms of any of the Contract Documents, the following order of precedence shall be followed:

• Change Orders

• Exhibit N, Lump Sum Amendment

• General Terms and Conditions except the terms of any Supplemental Conditions shall take precedence over the Construction Agreement and the General Terms and Conditions.

• The Specifications

• Large Scale Details and Schedules

• The Drawings

To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Order of Precedence, Supplemental Conditions, if any, shall take precedence or the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Design Builder at Owner’s discretion.

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IN WITNESS WHEREOF, the parties have executed this Agreement on the date(s) indicated below.

DESIGN BUILDER PINELLAS COUNTY, by and through its Board of County Commissioners

By: _________________________________ By: _________________________________

Chairman

Print Name: __________________________ Date: _______________________________

Title: _______________________________

Date: _______________________________

ATTEST:

Ken Burke, Clerk of the Circuit Court

By: _________________________________

Deputy Clerk

Date: _______________________________

APPROVAL AS TO FORM:

By: _________________________________

Office of the County Attorney

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EXHIBIT A

EXHIBIT A - BONDS

The exact language in Section I must be used when submitting bonds

BOND NO.______

PERFORMANCE BOND

KNOW ALL MEN BY THESE PRESENTS:

That _________________________________________________________________, as Principal, And __________________________________________________________________, as Surety, Located at:

(Business Address) (Phone Number)

Are held and firmly bound unto Pinellas County, Florida, as Obligee in the sum of

________________________________ DOLLARS \$_____________________ For the payment whereof we bind ourselves, our heirs, executors, personal representatives, successors and assigns, jointly and severally.

WHEREAS, Principal has entered into an Agreement with Obligee for Bid Title: Solid Waste Pump Station 201 Improvements - Professional Design-Build Services (PID # 000752J), Bid No: 25-0549-RFP-DB in accordance with Plans and Specifications, which Agreement is incorporated by reference and made a part hereof, and is referred to as the Agreement.

THE CONDITIONS OF THIS BOND is that if Principal:

1. Performs the Agreement at the times and in the manner prescribed in the Agreement; and

2. Pays Obligee any and all losses, damages, costs and attorneys’ fees, including appellate proceedings, that Obligee sustains because of any default by Principal under the Agreement, including, but not limited to, all delay damages, whether liquidated or actual, incurred by Obligee; and

3. Performs the guarantee of all Work and materials furnished under the Agreement for the time specified in the Agreement; then this bond is void; otherwise it remains in full force.

Any changes in or under the Agreement and compliance or noncompliance with any formalities connected with the Agreement or the changes do not affect Surety’s obligations under this bond.

The Surety, for value received, hereby stipulates and agrees that no changes, extensions of time, alterations or additions to the terms of the Agreement or other Work to be performed hereunder, or the Specifications referred to therein shall in anyway affect its obligation under this bond, and it does hereby waive notice of any such changes, extensions of time, alterations or additions to the terms of the Agreement or to Work or to the Specifications.

This instrument shall be construed in all respects as a statutory bond. It is expressly understood the time provisions and statute of limitation under Section 255.05 Florida Statutes, shall apply to this bond.

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BOND NO.______

By execution of this bond, the Surety acknowledges that is has read the Surety qualifications and obligations imposed by the construction Agreement and hereby satisfies those conditions.

IN WITNESS WHEREOF, the above bound parties have executed this instrument this ________________day of_______

____________________,20_____, the name of each party being affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body.

PRINCIPAL:

(Authorized Signature)

(Print Name)

(Title)

(Business Address)

STATE OF FLORIDA

COUNTY OF ______

The foregoing instrument was acknowledged before me this day of ___________________________________________

By ______________________________________________________________________________________________ of __________________________________________________ a ___________________________________________

Corporation, on behalf of the Corporation. He/She is personally known to me or has produced Florida Driver’s License as identification and who did (did not) take an oath.

Notary: ________________________________

Print Name: ________________________________

Commission Number: ________________________________

My Commission Expires: ________________________________

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SURETY:

(Print)

(Business Address)

(Signature As Attorney In Fact)

(Attach Power of Attorney)

Witness as to Attorney in Fact (Print Name)

(Title)

(Business Address)

(Telephone Number)

STATE OF FLORIDA

COUNTY OF ______

The foregoing instrument was acknowledged before me this day of ___________________________________________

By ______________________________________________________________________________________________ of __________________________________________________ a ___________________________________________

Corporation, on behalf of the Corporation. He/She is personally known to me or has produced Florida Driver’s License as identification and who did (did not) take an oath.

Notary: ________________________________

Print Name: ________________________________

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BOND NO. ______

PAYMENT BOND

BY THIS BOND, We _____________________________________________________________________________

(hereinafter called the (“Principal” and ________________________________________________________________

(hereinafter called the (“Surety”), located at __________________________________________________________

A surety insurer chartered and existing under the laws of the state of ______________________________________ and authorized to do Business in the State of Florida, are held and firmly bound unto Pinellas County

(hereinafter called the “County”) in the sum of ________________________________________________

_____________________________________________ DOLLARS \$_________________________________________

For payment of which we bond ourselves, our heirs, our personal representatives, our successors and our assignees, jointly and severally.

WHEREAS, Principal and County have reached a mutual agreement (hereinafter referred to as the “Agreement”) for Bid Title: Solid Waste Pump Station 201 Improvements – Professional Design-Build Services (PID # 000752J), Bid No:

25-0549-RFP-DB said Agreement being made a part of this Bond by this reference.

NOW, THEREFORE, THE CONDITION OF THIS BOND IS THAT IF THE PRINCIPAL:

1. Shall promptly make payments to all claimants as defined in section 255.05(l), Florida Statutes, Supplying the Principal with labor, materials or supplies, as used directly or indirectly by the Principal in the prosecution of the Work provided for in the Agreement and;

2. Shall pay the County for all losses, damages, expenses, costs and attorneys’ fees, including appellate proceedings, that the County sustains because of a default by the Principal in contravention to the Agreement in regard to payment for such labor, materials, or supplies furnished to the Principal; then this bond is void;

otherwise this Bond remains in full force and effect.

BE IT FURTHER KNOWN:

1. Any changes in or under the Agreement and compliance or noncompliance with any formalities Connected with the said Agreement or alterations, which may be made in the terms of said Agreement, or in the Work to be done under it, or the giving by the County of any extension of time for the performance of the said Agreement, or any other forbearance on the part of the County or Principal to the other, shall not in any way release the Principal and the Surety, or either of them, their heirs, personal representatives, successors or assigns from liability hereunder, notice to the Surety of any such changes, alterations, extensions or forbearance being hereby waived.

2. Certain claimants seeking the protection of this Bond must timely comply with the strict Requirements set forth in Section 255.05, Florida Statutes, and as otherwise provided by law.

3. The Provisions of this bond are subject to the limitation of Section 255.05(2). The Design Builder is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Design Builder shall be lawfully licensed, if required in the jurisdiction where the Project is located.

The Design Builder shall designate in writing a representative who shall have express authority to bind the Design Builder with respect to all matters under this Contract. The term “Design Builder” means the Design Builder or the Design Builder authorized representative.

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By execution of this bond, the Surety acknowledges that it has read the Surety qualifications and obligations imposed by the construction Agreement and hereby satisfies those conditions.

THIS BOND DATE THE ___________________ DAY OF __________________,20___________________

(the date of issue by the Surety or by the Surety’s agent and the date of such agent’s power-or-attorney)

PRINCIPAL:

(Authorized Signature)

(Print Name)

(Title)

(Business Address)

STATE OF FLORIDA

COUNTY OF ______

The foregoing instrument was acknowledged before me this day of ___________________________________________

By ______________________________________________________________________________________________ of __________________________________________________ a ___________________________________________

Corporation, on behalf of the Corporation. He/She is personally known to me or has produced Florida Driver’s License as identification and who did (did not) take an oath.

Notary: ________________________________

Print Name: ________________________________

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SURETY:

(Print)

(Business Address)

(Signature As Attorney In Fact)

(Attach Power of Attorney)

(Print Name)

(Title)

(Business Address)

(Telephone Number)

STATE OF FLORIDA

COUNTY OF ______

The foregoing instrument was acknowledged before me this day of ___________________________________________

By ______________________________________________________________________________________________ of __________________________________________________ a ___________________________________________

Corporation, on behalf of the Corporation. He/She is personally known to me or has produced Florida Driver’s License as identification and who did (did not) take an oath.

Notary: ________________________________

Print Name: ________________________________

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EXHIBIT B

EXHIBIT B - INSURANCE REQUIREMENTS

1. INSURANCE:

PHASE 1 INSURANCE REQUIREMENTS - DESIGN SERVICES

a) Submittals should include, the Design Builder’s current Certificate(s) of Insurance in accordance with the insurance requirements listed below. If Design Builder does not currently meet insurance requirements, Design Builder shall also include verification from their broker or agent that any required insurance not provided at that time of submittal will be in place prior to the award of contract.

b) Design Builder shall email certificate that is compliant with the insurance requirements to "[Click here and type buyer's email]" . If certificate received with proposal was a compliant certificate no further action may be necessary. The Certificate(s) of Insurance shall be signed by authorized representatives of the insurance companies shown on the Certificate(s). A copy of the endorsement(s) referenced in paragraph 1.(d) for Additional Insured shall be attached to the certificate(s) referenced in this paragraph.

c) No work shall commence at any project site unless and until the required Certificate(s) of Insurance are received and approved by the County. Approval by the County of any Certificate(s) of Insurance does not constitute verification by the County that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate(s) of Insurance is in compliance with the requirements of the Agreement. County reserves the right to require a certified copy of the entire insurance policy, including endorsement(s), at any time during the RFP and/or contract period.

d) All policies providing liability coverage(s), other than professional liability and workers compensation policies, obtained by the Design Builder and any subcontractors to meet the requirements of the Agreement shall be endorsed to include Pinellas County a Political subdivision of the State of Florida as an Additional Insured.

e) If any insurance provided pursuant to the Agreement expires prior to the completion of the Work, renewal Certificate(s) of Insurance and endorsement(s) shall be furnished by the Design Builder to the County at least thirty (30) days prior to the expiration date.

1) Design Builder shall also notify County within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, nonrenewal or adverse material change in coverage received by said Design Builder from its insurer. Notice shall be given by certified mail to: Pinellas County Risk Management 400 South Fort Harrison Ave Clearwater FL 33756; be sure to include your organization’s unique identifier, which will be provided upon notice of award. Nothing contained herein shall absolve Design Builder of this requirement to provide notice.

2) Should the Design Builder, at any time, not maintain the insurance coverages required herein, the County may terminate the Agreement, or at its sole discretion may purchase such coverages necessary for the protection of the County and charge the Design Builder for such purchase or offset the cost against amounts due to Design Builder for services completed. The County shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the County to purchase such insurance shall in no way be construed to be a waiver of any of its rights under the Agreement.

f) The County reserves the right, but not the duty, to review and request a copy of the Contractor’s most recent annual report or audited financial statement when a self-insured retention (SIR) or deductible exceeds \$50,000.

g) If subcontracting is allowed under this RFP, the Prime Design Builder shall obtain and maintain, at all times during its performance of the Agreement, insurance of the types and in the amounts set forth; and require any subcontractors to obtain and maintain, at all times during its performance of the Agreement, insurance limits as it may apply to the portion of the Work performed by the subcontractor; but in no event will the insurance limits be less than \$500,000 for Workers’ Compensation/Employers’ Liability, and \$1,000,000 for General Liability and Auto Liability if required below.

1) All subcontracts between Design Builder and its subcontractors shall be in writing and are subject to the County’s prior written approval. Further, all subcontracts shall (1) require each subcontractor to be bound to Design Builder to the same extent Design Builder is bound to the County by the terms of the Contract Documents, as those terms may apply to the portion of the Work to be performed by the subcontractor;

(2) provide for the assignment of the subcontracts from Design Builder to the County at the election of Owner upon termination of the Contract; (3) provide that County will be an additional indemnified party of the subcontract; (4) provide that the County will be an additional insured on all insurance policies required

RFP Title: Solid Waste Pump Station 201 Improvements - Professional Design-Build Services Page 22 of 90 to be provided by the subcontractor except workers compensation and professional liability; (5) provide waiver of subrogation in favor of the County and other insurance terms and/or conditions as outlined below; (6) assign all warranties directly to the County; and (7) identify the County as an intended third-party beneficiary of the subcontract. Design Builder shall make available to each proposed subcontractor, prior to the execution of the subcontract, copies of the Contract Documents to which the subcontractor will be bound by this Section C and identify to the subcontractor any terms and conditions of the proposed subcontract which may be at variance with the Contract Documents.

h) Each insurance policy and/or certificate shall include the following terms and/or conditions:

1) The Named Insured on the Certificate of Insurance and insurance policy must match the entity’s name that responded to the solicitation and/or is signing the agreement with the County. If Design Builder is a Joint Venture per Section A. titled Joint Venture of this RFP, Certificate of Insurance and Named Insured must show Joint Venture Legal Entity name and the Joint Venture must comply with the requirements of Section C with regard to limits, terms and conditions, including completed operations coverage.

2) Companies issuing the insurance policy, or policies, shall have no recourse against County for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of Contractor.

3) The term "County" or "Pinellas County" shall include all Authorities, Boards, Bureaus, Commissions, Divisions, Departments and Constitutional offices of County and individual members, employees thereof in their official capacities, and/or while acting on behalf of Pinellas County.

4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by County or any such future coverage, or to County's Self-Insured Retentions of whatever nature.

5) All policies shall be written on a primary, non-contributory basis.

6) Any Certificate(s) of Insurance evidencing coverage provided by a leasing company for either workers compensation or commercial general liability shall have a list of covered employees certified by the leasing company attached to the Certificate(s) of Insurance. The County shall have the right, but not the obligation to determine that the Design Builder is only using employees named on such list to perform work for the County. Should employees not named be utilized by Design Builder, the County, at its option may stop work without penalty to the County until proof of coverage or removal of the employee by the contractor occurs, or alternatively find the Design Builder to be in default and take such other protective measures as necessary.

7) Insurance policies, other than Professional Liability, shall include waivers of subrogation in favor of Pinellas County from both the Design Builder and subcontractor(s).

i) The minimum insurance requirements and limits for this Agreement, which shall remain in effect throughout its duration and for two (2) years beyond final acceptance for projects with a Completed Operations exposure, are as follows:

1) Workers’ Compensation Insurance

Limit Florida Statutory

Employers’ Liability Limits

Per Employee \$XXX

Per Employee Disease \$XXX

Policy Limit Disease \$XXX

2) Commercial General Liability Insurance including, but not limited to, Independent Contractor, Contractual Liability Premises/Operations, Products/Completed Operations, and Personal Injury. No x,c,u, crane or boom exclusions allowed

Limits

Combined Single Limit Per Occurrence \$XXX

Products/Completed Operations Aggregate \$XXX

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Personal Injury and Advertising Injury \$XXX

General Aggregate \$XXX

3) Business Automobile or Trucker’s/Garage Liability Insurance covering owned, hired, and non-owned vehicles. If the Design Builder does not own any vehicles, then evidence of Hired and Non-owned coverage is sufficient. Coverage shall be on an "occurrence" basis, such insurance to include coverage for loading and unloading hazards, unless Design Builder can show that this coverage exists under the Commercial General Liability policy.

Limit

Combined Single Limit Per Accident \$XXX

4) Excess or Umbrella Liability Insurance excess of the primary coverage required, in paragraphs (1), (2), and (3) above. No x,c,u, crane or boom exclusions allowed

Limits

Each Occurrence \$XXX

General Aggregate \$XXX

5) Professional Liability (Errors and Omissions) Insurance with at least minimum limits as follows. If “claims made” coverage is provided, “tail coverage” extending three (3) years beyond completion and acceptance of the project with proof of “tail coverage” to be submitted…