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

provision whereby if Owner can identify specific performance standards that can be Standard of Care objectively measured, Design-Builder is obligated to design the Project to satisfy these for Design 2.3.1 standards if this optional provision is selected. To avoid any confusion and to ensure that Professional’s the parties fully understand what their obligations are, the specific performance standards Services should be clearly identified and should be able to be objectively measured. The Design- Builder should recognize that this is a heightened standard of care that has insurance ramifications that should be discussed with the Design-Builder’s insurance advisor. Design-Builder is responsible for obtaining all necessary permits, approvals and licenses, Government except to the extent specific permits, approvals, and licenses are set forth in an Owner’s 3.5.1 Approvals and Permit List, which must be attached as an exhibit to the Agreement. The parties, prior to Permits execution of the Agreement, should discuss which permits, approvals and licenses need to be obtained for the Project and which party is in the best position to do so. Design-Builder’s Design-Builder is obligated to provide insurance coverage from insurance carriers that 5.1.1 Insurance meet the criteria set forth in the Insurance Exhibit attached to Section 10.1 of the Requirements Agreement. Parties are advised that their standard insurance policies may contain exclusions for the Exclusions to 5.1.2 design-build delivery method. This Section 5.1.2 requires that any such exclusions be Design-Build deleted from the policy. Owner’s Owner, in addition to providing the insurance set forth in this Section and Section 5.3, is 5.2 Insurance also obligated to procure the insurance coverages for the amounts and consistent with Requirements the terms set forth in the Insurance Exhibit made part of the Agreement. Bonds and Other Design-Builder is only obligated to provide bonds or other forms of performance security 5.4 Performance to the extent called for in Section 10.2 of the Agreement. Security Instruction Sheet for DBIA Document No. 535 Page 2 © 2010 Design-Build Institute of America  Section Title Instruction Compensability The parties are provided the option in the Agreement of negotiating whether the Design- 8.2.2 for Force Majeure Builder is entitled to compensation for Force Majeure Events. Events Contract Price 9.4.1 Unit prices, if established, shall be attached pursuant to Article 2 of the Agreement. Adjustments When Owner disputes Design-Builder’s entitlement to a change order or disagrees with Design-Builder regarding the scope of Work, and nevertheless expects Design-Builder to perform the services, Design-Builder’s cash flow and ability to complete the Work will be Payment/ hampered if Owner fails to pay Design-Builder for the disputed services. This Section Performance of provides a balanced approach whereby Design-Builder is required to perform the 9.4.3 Disputed services, but Owner is required to pay fifty percent (50%) of Design-Builder’s reasonable Services estimated direct costs of performing such services until the dispute is settled. By so doing, Owner does not forfeit its right to deny total responsibility for payment, and Design-Builder does not give up its right to demand full payment. The dispute shall be resolved according to Article 10. DBIA endorses the use of partnering, negotiation, mediation and arbitration for the prevention and resolution of disputes. The General Conditions of Contract provides for Contract the parties’ Representatives and Senior Representatives to attempt to negotiate the Article Adjustments and dispute or disagreement. If this attempt fails, the dispute shall be submitted to mandatory, 10 Disputes non-binding mediation. Any dispute that cannot be resolved by mediation shall then be submitted to binding arbitration, unless the parties elect in the Agreement to submit their dispute to a court of competent jurisdiction. The prevailing party in any arbitration shall receive reasonable attorneys’ fees from the 10.3.4 Arbitration other party. DBIA supports this “loser pays” provision to encourage parties to negotiate or mediate their differences and to minimize the number of frivolous disputes. Pending the resolution of any dispute or disagreement, both Owner and Design-Builder Duty to Continue 10.4 shall continue to perform their respective duties under the Contract Documents, unless Performance the parties provide otherwise in the Contract Documents. DBIA believes that it is inappropriate for either Owner or Design-Builder to be responsible Consequential to the other for consequential damages arising from the Project. This limitation on 10.5 Damages consequential damages in no way restricts, however, the payment of liquidated damages, if any, under Article 5 of the Agreement. If Design-Builder properly terminates the Agreement for cause, it shall recover from Design-Builder’s Owner in the same way as if Owner had terminated the Agreement for convenience Right to under Article 8 of the Agreement. Owner shall pay to Design-Builder its costs, reasonable 11.4 Terminate for overhead and profit on the costs, and an additional payment based on a percentage of Cause the remaining balance of the Contract Price, all as more fully set forth in Article 8 of the Agreement. Design-Builder and Owner shall agree on the software and format for the transmission of Electronic Data. Ownership of Work Product in electronic form is governed by Article 4 of Article Electronic Data the Agreement. The transmitting party disclaims all warranties with respect to the media 12 transmitting the Electronic Data, but nothing in this Article is intended to negate duties with respect to the standard of care in creating the Electronic Data. Instruction Sheet for DBIA Document No. 535 Page 3 © 2010 Design-Build Institute of America  TABLE OF CONTENTS Article Name Page Article 1 General.......................................................................................................... 1 Article 2 Design-Builder’s Services and Responsibilities ............................................. 2 Article 3 Owner’s Services and Responsibilities .......................................................... 6 Article 4 Hazardous Conditions and Differing Site Conditions ..................................... 8 Article 5 Insurance and Bonds .................................................................................... 9 Article 6 Payment ...................................................................................................... 12 Article 7 Indemnification ............................................................................................ 15 Article 8 Time ............................................................................................................ 17 Article 9 Changes to the Contract Price and Time..................................................... 17 Article 10 Contract Adjustments and Disputes ............................................................ 19 Article 11 Stop Work and Termination for Cause ........................................................ 20 Article 12 Electronic Data ............................................................................................ 23 Article 13 Miscellaneous.............................................................................................. 24  Article 1 General 1.1 Mutual Obligations 1.1.1 Owner and Design-Builder commit at all times to cooperate fully with each other, and proceed on the basis of trust and good faith, to permit each party to realize the benefits afforded under the Contract Documents. 1.2 Basic Definitions 1.2.1 Agreement refers to the executed contract between Owner and Design-Builder under either DBIA Document No. 525, Standard Form of Agreement Between Owner and Design- Builder - Lump Sum (2010 Edition) or DBIA Document No. 530, Standard Form of Agreement Between Owner and Design-Builder - Cost Plus Fee with an Option for a Guaranteed Maximum Price (2010 Edition). 1.2.2 Basis of Design Documents are as follows: For DBIA Document No. 530, Standard Form of Agreement Between Owner and Design-Builder - Cost Plus Fee With an Option for a Guaranteed Maximum Price, the Basis of Design Documents are those documents specifically listed in, as applicable, the GMP Exhibit or GMP Proposal as being the “Basis of Design Documents.” For DBIA Document No. 525, Standard Form of Agreement Between Owner and Design-Builder – Lump Sum, the Basis of Design Documents are the Owner’s Project Criteria, Design-Builder’s Proposal and the Deviation List, if any. 1.2.3 Construction Documents are the documents, consisting of Drawings and Specifications, to be prepared or assembled by the Design-Builder consistent with the Basis of Design Documents unless a deviation from the Basis of Design Documents is specifically set forth in a Change Order executed by both the Owner and Design-Builder, as part of the design review process contemplated by Section 2.4 of