Okaloosa County BOCC — December 1, 2015 — 5) Standard Form of General Conditions — reading text

STANDARD FORM OF GENERAL CONDITIONS OF CONTRACT BETWEEN OWNER AND DESIGN-BUILDER Document No. 535 Second Edition, 2010 © Design-Build Institute of America Washington, DC  Design-Build Institute of America - Contract Documents LICENSE AGREEMENT By using the DBIA Contract Documents, you agree to and are bound by the terms of this License Agreement. 1. License. The Design-Build Institute of America (“DBIA”) provides DBIA Contract Documents and licenses their use worldwide. You acknowledge that DBIA Contract Documents are protected by the copyright laws of the United States. You have a limited nonexclusive license to: (a) Use DBIA Contract Documents on any number of machines owned, leased or rented by your company or organization; (b) Use DBIA Contract Documents in printed form for bona fide contract purposes; and (c) Copy DBIA Contract Documents into any machine-readable or printed form for backup or modification purposes in support of your permitted use. 2. User Responsibility. You assume sole responsibility for the selection of specific documents or portions thereof to achieve your intended results, and for the installation, use, and results obtained from the DBIA Contract Documents. You acknowledge that you understand that the text of the DBIA Contract Documents has important legal consequences and that consultation with an attorney is recommended with respect to use or modification of the text. You will not represent that any of the contract documents you generate from DBIA Contract Documents are DBIA documents unless (a) the document text is used without alteration or (b) all additions and changes to, and deletions from, the text are clearly shown. 3. Copies. You may not use, copy, modify, or transfer DBIA Contract Documents, or any copy, modification or merged portion, in whole or in part, except as expressly provided for in this license. Reproduction of DBIA Contract Documents in printed or machine-readable format for resale or educational purposes is expressly prohibited. You will reproduce and include DBIA’s copyright notice on any printed or machine-readable copy, modification, or portion merged into another document or program. 4. Transfers. You may not transfer possession of any copy, modification or merged portion of DBIA Contract Documents to another party, except that a party with whom you are contracting may receive and use such transferred material solely for purposes of its contract with you. You may not sublicense, assign, or transfer this license except as expressly provided in this Agreement, and any attempt to do so is void. 5. Term. The license is effective for one year from the date of purchase. DBIA may elect to terminate it earlier, by written notice to you, if you fail to comply with any term or condition of this Agreement. 6. Limited Warranty. DBIA warrants the electronic files or other media by which DBIA Contract Documents are furnished to be free from defects in materials and workmanship under normal use during the Term. There is no other warranty of any kind, expressed or implied, including, but not limited to the implied warranties of merchantability and fitness for a particular purpose. Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. This warranty gives you specific legal rights and you may also have other rights which vary from state to state. DBIA does not warrant that the DBIA Contract Documents will meet your requirements or that the operation of DBIA Contract Documents will be uninterrupted or error free. 7. Limitations of Remedies. DBIA’s entire liability and your exclusive remedy shall be: the replacement of any document not meeting DBIA’s "Limited Warranty" which is returned to DBIA with a copy of your receipt, or at DBIA’s election, your money will be refunded. In no event will DBIA be liable to you for any damages, including any lost profits, lost savings or other incidental or consequential damages arising out of the use or inability to use DBIA Contract Documents even if DBIA has been advised of the possibility of such damages, or for any claim by any other party. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. 8. Acknowledgement. You acknowledge that you have read this agreement, understand it and agree to be bound by its terms and conditions and that it will be governed by the laws of the District of Columbia. You further agree that it is the complete and exclusive statement of your agreement with DBIA which supersedes any proposal or prior agreement, oral or written, and any other communications between the parties relating to the subject matter of this agreement. INSTRUCTIONS For DBIA Document No. 535 Standard Form of General Conditions of Contract Between Owner and Design-Builder (2010 Edition) General Instructions No. Subject Instruction Standard form contracts have long served an important function in the United States and international construction markets. The common purpose of these forms is to provide an Standard 1. economical and convenient way for parties to contract for design and construction services. Forms As standard forms gain acceptance and are used with increased frequency, parties are able to enter into contracts with greater certainty as to their rights and responsibilities. Since its formation in 1993, the Design-Build Institute of America (DBIA) has regularly evaluated the needs of owners, design-builders, and other parties to the design-build process in preparation for developing its own contract forms. Consistent with DBIA’s mission DBIA Standard of promulgating best design-build practices, DBIA believes that the design-build contract 2. Form Contract should reflect a balanced approach to risk that considers the legitimate interests of all Documents parties to the design-build process. DBIA’s Standard Form Contract Documents reflect a modern risk allocation approach, allocating each risk to the party best equipped to manage and minimize that risk, with the goal of promoting best design-build practices. To avoid inconsistencies among documents used for the same project, DBIA’s Standard Use of Non- Form Contract Documents should not be used in conjunction with non-DBIA documents 3. DBIA unless the non-DBIA documents are appropriately modified on the advice of legal counsel. Documents Moreover, care should also be taken when using different editions of the DBIA Standard Form Document on the same project to ensure consistency. DBIA Standard Form Contract Documents are legally binding contracts with important legal Legal 4. consequences. Contracting parties are advised and encouraged to seek legal counsel in Consequences completing or modifying these Documents. DBIA hereby grants to purchasers a limited license to reproduce its Documents consistent with the License Agreement accompanying these Documents. At least two original versions 5. Reproduction of the Agreement should be signed by the parties. Any other reproduction of DBIA Documents is strictly prohibited. Effective contracting is accomplished when the parties give specific thought to their contracting goals and then tailor the contract to meet the unique needs of the project and the design-build team. For that reason, these Documents may require modification for various purposes including, for example, to comply with local codes and laws, or to add special terms. DBIA’s latest revisions to its Documents provide the parties an opportunity to 6. Modifications customize their contractual relationship by selecting various optional contract clauses that may better reflect the unique needs and risks associated with the project. Any modifications to these Documents should be initialed by the parties. At no time should a document be re-typed in its entirety. Re-creating the document violates copyright laws and destroys one of the advantages of standard forms-familiarity with the terms. It is good practice to execute two original copies of the Agreement. Only persons authorized 7. Execution to sign for the contracting parties may execute the Agreement. Instruction Sheet for DBIA Document No. 535 Page 1 © 2010 Design-Build Institute of America  Specific Instructions Section Title Instruction The General Conditions of Contract provide the terms and conditions under which the Work of the Project will be performed. Purpose of This General This document accompanies DBIA Document No. 525 and DBIA Document No. 530 Document (each referred to herein generally as “Agreement”). It may also be incorporated by reference into other related agreements, as between the Design-Builder and the Design Consultant, and the Design-Builder and the Subcontractor. The following Sections reference documents that are to be attached to the Agreement: General Checklist Section 3.5.1 Owner’s Permit List Article 5 Insurance and Bonds Section 9.4.2 Unit Prices The parties are encouraged, if possible, to agree to a schedule for the execution of the 2.1.3 Schedule Work upon execution of the Agreement or upon establishing the GMP. Design The parties should be aware that in addition to requiring compliance with state licensing 2.2.1 Professional laws for design professionals, some states also require that the design professional have Services a corporate professional license. Design-Builder’s obligation is to deliver a design that meets prevailing industry standards. However, DBIA has provided the parties at Article 11 of the Agreement an optional