CONTRACT BETWEEN BROWARD COUNTY through its BOARD OF COUNTY COMMISSIONERS of BROWARD COUNTY, FLORIDA and ____________________________________________________ Managing General Contractor for ____________________________________________________ BID/CONTRACT NO.: ________ BCF CM&Risk (Rev. 10.01.16) CONSTRUCTION AGREEMENT BETWEEN MANAGING GENERAL CONTRACTOR AND BROWARD COUNTY, FLORIDA TABLE OF CONTENTS SUMMARY OF TERMS AND CONDITIONS ..................................................................................................................... 1 Agreement ARTICLE 1 - DEFINITIONS ............................................................................................................................................. 1 ARTICLE 2 - PRIORITY OF PROVISIONS ......................................................................................................................... 3 ARTICLE 3 - THE WORK ................................................................................................................................................ 4 ARTICLE 4 - CONTRACTOR’S RESPONSIBILITIES ............................................................................................................. 5 ARTICLE 5 - CONSULTANT’S RESPONSIBILITIES ............................................................................................................. 6 ARTICLE 6 - PRECONSTRUCTION SERVICES ................................................................................................................... 6 ARTICLE 7 - CONTRACT PRICE ELEMENTS ..................................................................................................................... 7 ARTICLE 8 - CONTRACT TIME; SUBSTANTIAL COMPLETION; LIQUIDATED DAMAGES ..................................................... 8 ARTICLE 9 - NOTIFICATION OF CHANGE IN CONTRACT TIME OR GMP ......................................................................... 11 ARTICLE 10 - CHANGES IN THE WORK OR TERMS OF CONTRACT DOCUMENTS ........................................................... 13 ARTICLE 11 - PAYMENTS AND COST OF THE WORK .................................................................................................... 15 ARTICLE 12 - DISCOUNTS, REBATES, REFUNDS AND TAXES ......................................................................................... 19 ARTICLE 13 - SUBCONTRACTS AND PURCHASE ORDERS ............................................................................................. 19 ARTICLE 14 - INSURANCE ........................................................................................................................................... 20 ARTICLE 15 – INDEMNIFICATION ............................................................................................................................... 25 ARTICLE 16 - PERFORMANCE AND PAYMENT BOND AND QUALIFICATIONS OF SURETY .............................................. 25 ARTICLE 17 - INDEPENDENT CONTRACTOR ................................................................................................................ 26 ARTICLE 18 - PROJECT RECORDS AND RIGHT TO AUDIT .............................................................................................. 27 ARTICLE 19 - SURVEY ................................................................................................................................................. 29 ARTICLE 20 - OCCUPATIONAL HEALTH AND SAFETY ................................................................................................... 29 ARTICLE 21 - PERMITS, LICENSES AND IMPACT FEES ................................................................................................... 31 Managing General Contractor Agreement Table of Contents (Name of Project) Page of 1 of 2 (Form and Date) ARTICLE 22 - PERSONNEL ........................................................................................................................................... 32 ARTICLE 23 - CONTRACTOR’S WARRANTIES ............................................................................................................... 34 ARTICLE 24 - DEFECTIVE WORK .................................................................................................................................. 35 ARTICLE 25 - COUNTY’S RIGHT TO TERMINATE CONTRACT ......................................................................................... 36 ARTICLE 26 - MISCELLANEOUS ................................................................................................................................... 38 LIST OF EXHIBITS, FORMS & ATTACHMENTS ................................................................................................................ 1 Managing General Contractor Agreement Table of Contents (Name of Project) Page of 2 of 2 (Form and Date) CONSTRUCTION AGREEMENT BETWEEN MANAGING GENERAL CONTRACTOR AND BROWARD COUNTY, FLORIDA FOR: Project Title: Location: RLI Number: Contract Number: Project Number: SUMMARY OF TERMS AND CONDITIONS Managing General Contractor: Contractor Address: Federal Identification No.: __ - ________ Contract Administrator: Contract Administrator Address: Consultant: Consultant Address: Article Description Unit 6 Preconstruction Work _____ Days from NTP 8.6 Substantial Completion _____ Days from the Project Initiation Date in NTP 1.9 Final Completion _____ Days from Substantial Completion 8.2 Liquidated Damages for each calendar day after time $_________ per day specified in Notice to Proceed 8.3.1 Liquidated Damages for each calendar day after time $_________ per day specified for Substantial Completion 8.3.2 Liquidated Damages for each calendar day after time $_________ per day specified for Final Completion Liquidated Damages for each calendar day after time Interim Milestone #1 specified for interim Milestones (or phase): $_________ per day Interim Milestone #2 [Milestones 1, 2, 3, etc.: Division 1, Section _____] $_________ per day Interim Milestone #3 $_________ per day 9.3.1 Compensable Excusable Delay for each calendar day $_________ per day beyond the Contract Time. Managing General Contractor Agreement Summary Terms and Conditions (Name of Project) Page of 1 of 2 (Form and Date) 26.5 The Parties designate the following as the respective For County: places for giving of notice: For Contractor: 26.7 County Business Enterprise (CBE) commitment As awarded Disadvantaged Business Enterprise (DBE) goal ______ % commitment (check box) Exhibit A LEED Category N/A or Certified, Gold, or Platinum Managing General Contractor Agreement Summary Terms and Conditions (Name of Project) Page of 2 of 2 (Form and Date) CONSTRUCTION AGREEMENT BETWEEN MANAGING GENERAL CONTRACTOR AND BROWARD COUNTY, FLORIDA This is a Construction Agreement ("Agreement"), made and entered into by and between Broward County, a political subdivision of the State of Florida ("County") and the Managing General Contractor ("Contractor") identified in the Summary Terms and Conditions (collectively referred to as the "Parties"). A. [Insert recitals if applicable] IN CONSIDERATION of the mutual terms, conditions, promises, covenants, and payments hereinafter set forth, the Parties agree as follows: ARTICLE 1 - DEFINITIONS Whenever the following terms, or pronouns in place of them, appear in the Contract Documents, the intent and meaning shall be interpreted as follows: 1.1 Change Order: A written document ordering a change in the Guaranteed Maximum Price, Contract Time, or a material change in the Work. 1.2 County Business Enterprise or "CBE": A small business located in Broward County, Florida, which meets the criteria and eligibility requirements of Broward County’s CBE Program and which is certified by County’s Office of Economic and Small Business Development (OESBD). 1.3 Consultant: Architect(s) or engineer(s) who has contracted with County, or who is an employee of County, to provide professional services for this Project. 1.4 Contract Administrator: The Director or Assistant Director, who is the representative of County concerning the Project. In the administration of this Agreement, as contrasted with matters of policy, all Parties may rely on the instructions or determinations made by the Contract Administrator; provided, however, that such instructions and determinations do not change the Scope of Services. 1.5 Contract Documents: This Agreement and its exhibits, attachments and forms, drawings and specifications, approved Shop Drawings and submittals, the Request For Letters of Interest and Contractor’s response thereto (as negotiated and accepted by the County), any Addenda to the Contract Documents, the record of the contract award by the Board of County Commissioners, the Performance Bond and Payment Bond, the Notice of Award, the Notice(s) to Proceed, the Purchase Order, and all Amendments, Change Orders or CPEAMS issued after execution of this Agreement are the documents which are collectively referred to as the Contract Documents. Managing General Contractor Agreement (Name of Project) Page of 1 of 50 (Form and Date) 1.6 Contract Price Element Adjustment Memorandum (CPEAM): A document issued by the Contract Administrator to memorialize the reallocation of sums between Contract Price Elements included within the GMP. 1.7 Contract Time: The time between the Project Initiation Date(s) specified in a Notice(s) to Proceed and Final Completion of the Work, or a phase of the Work, including any milestone dates thereof, established in this Agreement, as may be amended by a Change Order. 1.8 Contractor: The person, firm, or corporation with whom Broward County has contracted and who is responsible for the acceptable performance of the Work and for the payment of all legal debts pertaining to the Work. All references in the Contract Documents to third parties under contract or control of Contractor shall be deemed to be a reference to Contractor. 1.9 Final Completion: The date certified by Consultant in the Final Certificate of Payment and as finally determined by the Contract Administrator in its sole discretion upon which all conditions and requirements of any permits and regulatory agencies have been satisfied; all documents required by the Contract Documents have been received by County; all other documents required to be provided by Contractor have been received by County; and to the best of Consultant's knowledge, information and belief, the Work defined herein has been fully completed in accordance with the terms and conditions of the Contract Documents. 1.10 Guaranteed Maximum Price (GMP): The maximum amount County is obligated to pay Contractor for the complete performance of the Work and construction of the Project, which amount shall include, but is not limited to, all profit, overhead, on-site and off-site conditions (known and unknown), and administrative costs. The GMP is made up of the sum of the following Contract Price Elements: A. Pre-Construction Services Cost B. Direct Construction Cost B. General Conditions Cost C. Fixed Fee D. Owner’s Allowance Account 1.11 Notice to Proceed: One or more written notices to Contractor from the Contract Administrator authorizing the commencement of Work or a phase of the Work. 1.12 Pricing Documents: The set of drawings and specifications upon which the Guaranteed Maximum Price is established as enumerated in Exhibit 4. 1.13 Project: The construction project described in the Contract Documents, including the Work described therein. 1.14 Project Initiation Date: The date(s) upon which the Contract Time commences for the Work, or a phase of the Work. Managing General Contractor Agreement Page of 2 of 50 (Name of Project) (Form and Date) 1.15 Project Manager: The designee of the Contract Administrator having day-to-day administrative and managerial responsibility for the Project. 1.16 Resident Project Representative: An authorized representative of Consultant on the Project. 1.17 Subcontractor: A person, firm or corporation having a contract with Contractor to perform services on the Project. 1.18 Substantial Completion: The date, as certified in writing by Consultant and as finally determined in the sole discretion of Contract Administrator, on which the construction of the Work, or a portion thereof, as designated by the Contract Administrator, is at a level of completion in substantial compliance with the Contract Documents such that all conditions of permits and regulatory agencies have been satisfied and the County or its designee, can enjoy use or occupancy and can use or operate it in all respects for its intended purpose. A Certificate of Occupancy (CO) or a Temporary Certificate of Occupancy (TCO) or other alternate municipal/county authorization for limited or conditional occupancy or use by County acceptable to the Contract Administrator must be issued for Substantial Completion to be achieved; however, the date of issuance of a Certificate of Occupancy or the date the Project is available for County’s use is not to be determinative of the achievement or date of Substantial Completion. 1.19 Summary of Terms and Conditions: The Attachment that includes the number days for performance of the Work, Liquidated Damage amounts related thereto, and other requirements. The number of days for Substantial Completion shall be established during performance of Preconstruction Services and agreed to by Contract Administrator and Contractor. 1.20 Surety: The surety company or individual which is bound by the performance bond and payment bond with and for Contractor who is primarily liable, and which surety company or individual is responsible for Contractor's acceptable and timely performance and completion of the Work under this Agreement and for the payment of all debts pertaining thereto in accordance with Section 255.05, Florida Statutes. 1.21 Work: The totality of the obligations, including, but not limited to, preconstruction services, administration, procurement, materials, equipment, labor, construction and other services necessary for Contractor, or its agents, to fulfill Contractor’s obligations under this Agreement. ARTICLE 2 - PRIORITY OF PROVISIONS 2.1 The Contract Documents are intended to include all items necessary for the proper execution and completion of the work by Contractor. Any labor, services, materials, supplies, equipment or documentation that may reasonably be inferred from the Contract Documents or trade usage from prevailing custom as being required to produce the indicated result will be provided whether or not specifically called for, at no additional cost to County. Managing General Contractor Agreement Page of 3 of 50 (Name of Project) (Form and Date) 2.2 The Contract Documents are complementary, and wherever possible the provisions of the Contract Documents shall be construed in such manner as to avoid conflicts between provisions of the various Contract Documents. In the event of any inconsistency in the Contract Documents, where such inconsistency is not clarified by change order, addendum or amendment, the Contract Documents shall be construed according to the following priorities: First priority: Approved Change Orders, Addendums or Amendments Second priority: Specifications (quality) and Drawings (location and quantity) Third priority: Supplemental Conditions or Special Terms Fourth priority: General Terms and Conditions Fifth priority: Agreement Sixth priority: Invitation to Bid Seventh priority: Contractor’s bid 2.3 Anything shown on the drawings and not mentioned in the specifications, or mentioned in the specifications and not shown on the drawings, shall have the same effect as if shown or mentioned respectively in both. In the event of a conflict among the Contract Documents, the latest, most stringent, and more technical requirement(s), including, but not limited to, issues of quantities or cost of the Work, to Contractor shall control, as determined by the Consultant. 2.4 The organization of the specifications into divisions and sections and the arrangement of drawings shall not control Contractor in dividing the Work among subcontractors or in establishing the extent of the Work to be performed by any trade. The organization of the specifications and the arrangement of the drawings are for the convenience of Contractor and are not intended to relieve Contractor from its obligation to conduct a complete study of the Contract Documents for the purpose of directing and coordinating the various Subcontractors and suppliers as to their respective responsibilities. Reference to standard specifications, manuals, or codes of any technical society, organization or association, or to the laws or regulations of any governmental authority, whether such reference be specific or by implication, shall mean the latest standard specification, manual, code or laws or regulations in effect at the time of permit issuance. ARTICLE 3 - THE WORK Intention of County: It is the intent of County to describe in the Contract Documents a functionally complete Project (or part thereof) to be constructed in accordance with the Contract Documents. Any Work, materials or equipment that may reasonably be inferred from the Contract Documents as being required to produce the intended result shall be supplied by Contractor, whether or not specifically called for by the Contract Documents. When words, which have a well-known technical or trade meaning are used to describe Work, materials or equipment, such words shall be interpreted in accordance with that meaning. County shall have Managing General Contractor Agreement Page of 4 of 50 (Name of Project) (Form and Date) no duties other than those duties and obligations expressly set forth within the Contract Documents. ARTICLE 4 - CONTRACTOR’S RESPONSIBILITIES 4.1 Contractor shall accept full responsibility for the Work against all loss or damage of whatsoever nature sustained until Final Completion, and shall promptly repair any damage done from any cause whatsoever. 4.2 Contractor shall be responsible for all materials, equipment and supplies pertaining to the Project. In the event any such materials, equipment and supplies are lost, stolen, damaged or destroyed prior to Final Completion, Contractor shall replace same without cost to County. Contractor shall be responsible to protect all materials, equipment and supplies, keeping them free from deterioration, weathering, rusting or other action detrimental to the materials. 4.3 County reserves the right to award other contracts, or perform work with its own forces, in connection with this Project. Contractor shall afford other persons or contractors reasonable opportunity for the introduction and storage of materials and the execution of services under such separate contracts. Contractor shall properly connect and coordinate its Work with the services of any other persons or contractors. 4.4 If any part of Contractor’s Work depends for proper execution or results upon the services of any other person or contractor, Contractor shall inspect and promptly report to Consultant any defects in such services that render it unsuitable for such proper execution and results. Contractor’s failure to so inspect and report shall constitute an acceptance of the other person’s or contractor’s services as fit and proper for the reception of Contractor’s Work, except as to defects which may develop in other person’s contractor’s services after the execution of Contractor’s Work. 4.5 Contractor shall conduct its operations and take all reasonable steps to coordinate the prosecution of the Work so as to create no interference or impact on any other contractor or County operations on the Project site. Should such interference or impact occur, and Contractor did not take reasonable steps, Contractor shall be liable for the cost of such interference or impact. 4.6 Contractor shall cause all materials and other parts of the Work to be readily available as and when required or needed for or in connection with the construction, furnishing, and equipping of the improvements. 4.7 Contractor shall plan, record, and update, at least monthly through Final Completion, the construction schedule of the Project. The Project Schedule shall indicate the dates for the commencement and completion of the various stages of construction and shall be revised as required by the conditions of the Work. The Project Schedule shall encompass all of the Work of all trades necessary for the construction of the Project and shall be sufficiently complete and Managing General Contractor Agreement Page of 5 of 50 (Name of Project) (Form and Date)