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HomeMy WebLinkAboutItem 07 Approval of Agreement with Fortress Secured, LLC for the Ocoee Regional Law Enforcement Training Center City of Ocoee ▪ 1 N. Bluford Avenue ▪ Ocoee, Florida 34761 Phone: (407) 905-3100 ▪ www.ocoee.org STAFF REPORT Meeting Date: May 6, 2025 Item #: 7 Contact Name: Stephen Krug Department Director: Stephen Krug Contact Number: Ext. 6002 City Manager: Craig Shadrix Subject: Approval of Agreement with Fortress Secured, LLC for the Ocoee Regional Law Enforcement Training Center. (Public Works Director Krug) Background Summary: On March 5, 2024, the City Commission approved the Interim Agreement with Fortress Secured, LLC (Fortress), to proceed with the pre-development activities for the Regional Law Enforcement Training Center (RLETC). Fortress has worked with the City and our consultant, ZHA, to complete these activities, which provided the final plans and specifications for the RLETC in order to determine the cost of the facility. The next phase is to proceed to construction through the attached comprehensive design-build contract for the facility. Fortress will complete the project at a contract cost of $10,803,392.00 for the RLETC along with the required off-site utility improvements at a cost of $791,392.82 for a total cost of $11,594,784.82. The City and ZHA have negotiated the pricing to be within regional industry standards and recommend Commission approval of the attached agreement. Issue: Should the Honorable Mayor and City Commissioners approve the agreement with Fortress Secured, LLC, for the construction of the Regional Law Enforcement Training Center? Recommendations: Recommend Commission Approval of the agreement with Fortress Secured, LLC, for the construction of the Regional Law Enforcement Training Center for $10,803,392.00 for the RLETC and required off site utility improvements at a cost of $791,392.82 for a total cost of $11,594,784.82, and authorize City Manager and staff to approve change orders to the contract per the Purchasing Policy as funded in the project. Attachments: 1. Comprehensive Agreement - City of Ocoee - Fortress Secured (Executed by Fortress_Summit)(47216407.1)(47281134.1) Financial Impacts: The project is adequately funded in Capital Projects by $10,000,000 from a Capital Improvement Revenue Note and $2,000,000 from FDLE Office of Criminal Justice Grant. Type of Item: Consent Page 295 of 509 1 COMPREHENSIVE AGREEMENT FOR THE DEVELOPMENT OF THE REGIONAL LAW ENFORCEMENT TRAINING FACILITY This Comprehensive Agreement for the Development of the Regional Law Enforcement Training Facility (this “Agreement”) is entered into as of this ____ day of May, 2025 (the “Effective Date”), by and between FORTRESS SECURED, LLC, a Florida limited liability company (“Developer”), SUMMIT CONSTRUCTION MANAGEMENT GROUP, LLC, a Florida limited liability company (“General Contractor”), and the CITY OF OCOEE, a Florida municipal corporation (“City”), on the following terms and conditions: RECITALS WHEREAS, the City owns that certain real property located at 1707 E. Crown Point Road, Ocoee, FL 34761, as more particularly depicted/described in Exhibit 1 attached hereto (the “Property”); WHEREAS, pursuant to Section 255.065, Florida Statutes (Public-Private Partnerships) (the “Act”), the City received an unsolicited proposal from Developer for the construction of the law enforcement training facility on the Property, which will include, among other things, (a) an approximately 15,000 square foot single-story training facility, including classrooms, an indoor gun range, and all other necessary onsite infrastructure and improvements related thereto (the “Facility”); and (b) all necessary offsite water, storm sewer, sanitary sewer and other utility line extensions (the “Off-Site Infrastructure Improvements”), (the Facility and Off-Site Infrastructure Improvements, collectively, the “Project”); WHEREAS, the City deemed Developer’s proposal a qualifying project under the Act, deserving of further consideration as a potential public-private partnership; WHEREAS, the City published notice of its receipt of the proposal and solicited competing offers for the Project in accordance with Section 255.065(3)(b)(1) of the Act; WHEREAS, the City determined that it is in the public’s best interest to facilitate the development and delivery of the Project and to consider entering into a comprehensive agreement with the Developer, or an affiliate, related to the design, permitting, and construction of the Project; WHEREAS, having received no competing offers, the City undertook negotiations with Developer as authorized by Section 255.065(5)(c) of the Act, and authorized Developer access to the Property for purposes of initial exploration; WHEREAS, the City and Developer entered into that certain interim pre- development agreement dated March 25, 2024 (the “Interim Agreement”) attached hereto as Exhibit 2, further specifying terms and outlining activities to establish a mutually acceptable construction plan and financial model for development activities; WHEREAS, the Developer’s pre-development activities included site due diligence, planning and design work, the outcome of which includes ninety percent (90%) construction Page 296 of 509 2 drawings for the Project dated September 12, 2024, attached to the Construction Contract, which the City has reviewed and approved (the “Construction Drawings”); WHEREAS, the parties now desire to enter into this Agreement to comply with the Act’s requirement for a “comprehensive agreement,” and to govern the development, construction and financing of the Project. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged hereby, the City and Developer agree as follows: ARTICLE 1. DEFINITIONS Capitalized terms in this Article 1 are used throughout this Agreement with the meaning ascribed to each term as follows: Ancillary Agreements shall mean all instruments and agreements referenced or contemplated herein, including, without limitation, the Interim Agreement, the Construction Contract, and any other agreements or reservations set forth therein and other documents needed to effectuate the intent and purpose of this Agreement. Bond shall mean the Capital Improvement Revenue Note, Series 2024 (Lender: Regions Capital Advantage, Inc.) issued by the City pursuant to Resolution No. 2024-05 to finance the construction of the Project. Depending on context, this term may also apply to the Payment or Performance Bonds provided by the Developer. Claims shall mean claims, judgments, liabilities, damages, injuries, losses, liens, costs, and/or expenses (including, without limitation, reasonable attorneys’ fees). Construction Contract shall mean that certain Design-Build Agreement (AIA Document A141 – 2014) dated of even date herewith and attached as Exhibit 3, including the Design-Build Amendment. Cure Period shall mean a period of: (a) ten (10) days after written notice of an Event of Default in the case of any monetary default; and (b) thirty (30) days after a party fails to perform or observe any other term or condition of this Agreement to be performed or observed by it and receives written notice specifying the nature of the Event of Default; provided that, if such Event of Default is of such a nature that it cannot be remedied within thirty (30) days, despite reasonably diligent efforts, then the thirty (30) day cure period shall be extended as may be reasonably necessary for the defaulting party to remedy the Event of Default, so long as the defaulting party: (i) commences to cure the default within the thirty (30) day period or implements an approved plan to remedy the default; and (ii) diligently pursues such cure to completion; provided that in no event shall a Cure Period extend more than ninety (90) days after the date of the Event of Default, unless otherwise agreed by the parties. Notwithstanding the foregoing, a Cure Period shall not be applicable to an Event of Default described in Section 7.01(b)(i). Disbursement Request shall mean any applications submitted by Developer for progress payments as provided for in the Construction Contract. Page 297 of 509 3 Event of Default shall have the meaning set forth in Article 7. Force Majeure shall mean an event or circumstance beyond the reasonable control of the claiming party with a direct impact to the Project, and not substantially caused by the other party, and includes, but is not limited to, (a) acts of God (including, but not limited to, hurricane, flood, tropical storm, windstorms, earthquakes, or other unavoidable casualty), (b) utility or energy shortages or acts or omissions of public utility providers, (c) war, terrorism, civil unrest, or riot, (d) fire, explosion, accident, or sabotage, (e) governmental restrictions, governmental regulations, governmental controls, regulations, or Laws, (f) delay in issuance of Required Permit, (g) enemy or hostile governmental action, or civil commotion, (h) lack of adequate fuel, power, raw materials, unusual availability of materials, equipment, services, or labor, (i) facility malfunctions caused by circumstances beyond the reasonable control of the claiming party and not resulting from improper maintenance, (j) pandemics, epidemics, or direct effects thereof, (k) adverse weather conditions in excess of the ten (10)-year NOAA average for the location of the Project, or any other event beyond the reasonable control of the claiming party that prevents the completion, commencement of operations, or operation of the Work hereunder. Inability to pay money when due, for whatever reason, or financial insolvency or incapacity to perform, are expressly excluded from Force Majeure. Laws shall mean all applicable laws, statutes, and/or ordinances and any applicable governmental or judicial rules, regulations, guidelines, judgments, orders, and/or decrees including, without limitation, any zoning regulation, the Americans with Disabilities Act, and the Act. Project Closing shall mean (a) payment in full of the outstanding Purchase Price, and (b) the completion of the Work as set forth in the Construction Contract. Project Costs shall mean the fees, costs, and expenses incurred in connection with the Project, including, the cost to develop, design, and construct the Project in accordance with the terms and conditions of this Agreement, including all architect, engineer, and other professional fees. Purchase Price shall mean the total amount of the Contract Sum(s) (as defined in the Construction Contract). For avoidance of doubt, the Contract Sum(s), subject to adjustments as provided for in the Construction Contract (a) for construction of the Facility, the Contract Sum shall be the stipulated sum of Ten Million Eight Hundred Three Thousand Three Hundred Ninety- Two and NO/100 Dollars ($10,803,392.00); (b) for construction of the Off-Site Infrastructure Improvements, the Cost of Work (as defined in the Construction Contract), which is anticipated to be Seven Hundred Forty-Six Thousand Five Hundred Ninety-Seven and NO/100 Dollars ($746,597.00); with a Developer’s fee equal to six percent (6%) of the Cost of Work, which is anticipated to be Forty-Four Thousand Seven Hundred Ninety-Five and 82/100 Dollars ($44,795.82). In the event of any discrepancy between the Construction Contract and this definition, the Construction Contract shall control. Required Permits shall mean all permits, licenses, approvals, and consents required by the Laws for construction and use of the Project, including, but not limited to, any zoning use Page 298 of 509 4 changes or development standard variances required by the Project design. The City shall assist Developer in obtaining all Required Permits. Substantial Completion shall have the same meaning as defined in the Construction Contract. Surety Bonds shall mean the payment and performance bonds required under Section 255.05, Florida Statutes. Transaction shall mean the agreement establishing the public-private partnership contemplated in this Agreement. Transaction Documents shall mean: (a) this Agreement; (b) all Ancillary Agreements; (c) certified copies of the resolutions, ordinances, and/or approvals enacted, adopted, and/or obtained by a party authorizing the Transaction and the execution of documents necessary or reasonably appropriate to consummate the Transaction, which certification states that such resolutions, ordinances, and/or approvals remain in full force and effect without amendment; and (d) such additional resolutions, consents, authorizations, certificates, documents, instruments, and/or other evidence as either party reasonably may request in connection with the Project Closing. Work shall mean the construction and services required by Construction Contract and in order to complete the Project, whether completed or partially completed, and includes all other labor, materials, equipment, and services provided or to be provided by Developer to fulfill Developer’s obligations; the Work may be the whole or a part of the Project. ARTICLE 2. GENERAL 2.01. Recitals. The representations, covenants and recitations set forth in the Recitals are material to this Agreement and are hereby incorporated into and made a part of this Agreement as though they were fully set forth in this Section 2.01. 2.02. Build Project. Subject to the terms and conditions of this Agreement, Developer shall cause the Project to be constructed on the Property. Developer shall complete the Project: (a) in a good and workmanlike manner that allows for the construction to timely proceed; (b) in accordance with the Construction Contract; and (c) in compliance with all applicable Laws. Developer shall have the right to enter upon the Property to perform its obligations under this Agreement pursuant to the access rights provided for in the Construction Contract. 2.03. Term. This Agreement shall take effect on the Effective Date and shall remain in effect until the earlier of (a) Project Closing, or (b) the termination of this Agreement as provided herein (the “Term”). Notwithstanding the foregoing or anything contained herein to the contrary, any provision that by its terms specifically survives termination shall continue in full force and effect as specified. 2.04. INTENTIONALLY DELETED. 2.05. INTENTIONALLY DELETED. . Page 299 of 509 5 2.06. Commencement of Project Construction. Each party acknowledges that the following conditions shall be preconditions to their obligations to commence construction: a. Commencement of Construction. Construction of the Project shall commence in accordance with the terms of the Construction Contract. b. Financing. The City has closed on a Capital Improvement Revenue Note, Series 2024, pursuant to City of Ocoee Resolution No. 2024-05, to finance the construction of the Project. In addition, the City has received a two-million-dollar ($2,000,000.00) Grant from the Office of Criminal Justice Grants of the Florida Department of Law Enforcement. c. Required Permits. Developer has obtained, or Developer and the City are satisfied that Developer will be able to obtain, all Required Permits. d. Documents. The form and substance of the Transaction Documents have been, or will be, approved by Developer and the City, each in the exercise of its reasonable discretion. e. Resolutions. Each of Developer and the City has adopted, or will adopt, all resolutions necessary to authorize the execution of, and the performance of this Agreement and its respective obligations under the Transaction Documents, and such resolutions remain in full force and effect. ARTICLE 3. CONSTRUCTION 3.01. Construction Obligations. Developer shall cause the construction of the Project in accordance with the Construction Contract. 3.02. Insurance Requirements. Developer shall purchase and maintain insurance pursuant to the terms of the Construction Contract. 3.03. Waiver of Subrogation. The City and Developer waive all rights against each other and any of their subcontractors, agents, and employees, and any of their subcontractors, agents, and employees, for damages caused by fire, or other causes of loss, to the extent those losses are covered by property insurance required by this Agreement or other property insurance applicable to the Project, except such rights as they have to proceeds of such insurance. Developer shall require similar written waivers in favor of the individuals and entities identified above from the Project architects, consultants, and subcontractors. The policies of insurance purchased and maintained by each person or entity agreeing to waive claims pursuant to this Section shall not prohibit this waiver of subrogation. This waiver of subrogation shall be effective as to a person or entity: (1) even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise; (2) even though that person or entity did not pay the insurance premium directly or indirectly; or (3) whether or not the person or entity had an insurable interest in the damaged property. Page 300 of 509 6 3.04. Surety Bond Requirements. The Surety Bond requirements for the Project are set forth in the Construction Contract and comply with all statutory requirements of the Section 255.05, Florida Statutes as set forth in Exhibit 4 attached hereto. 3.05. City Fee Waiver. The City shall also provide impact fee credits to the greatest extent applicable. For the avoidance of doubt, this Section 3.05 applies only to the Project. The City will waive fees that they are allowed to waive per Statute and City Code. ARTICLE 4. INTENTIONALLY DELETED. ARTICLE 5. INTENTIONALLY DELETED ARTICLE 6. REPRESENTATIONS AND WARRANTIES 6.01. City Representations and Warranties. The City represents and warrants as follows: a. Ancillary Agreements. The City has approved all Ancillary Agreements submitted to the City Commission for approval. b. No Violation. This Agreement and compliance with the terms hereof are not in violation of any applicable Laws. c. Authority. The City represents and warrants that: (i) the City shall not enter into any contracts or undertakings or take any action or fail to take action that would limit, conflict with, or constitute a breach of this Agreement; (ii) the City is a municipal corporation organized and existing under the Laws of the State of Florida; (iii) subject to the necessary proceedings required by law which the City will in good faith endeavor to complete, the City has the power to: (A) enter into this Agreement, and (B) perform its obligations hereunder; (iv) the City has been duly authorized by proper action to: (A) execute and deliver this Agreement, and (B) perform its obligations hereunder; (v) this Agreement is a legal, valid, and binding obligation of the City; and (vi) no third party is entitled to claim a commission or fee in connection with the Project, this Agreement, the transactions contemplated by this Agreement, or otherwise by, through, or as a result of, the acts or omissions of the City. 6.02. Developer Representations and Warranties. Developer represents and warrants as follows: a. Ancillary Agreements. Developer has approved the form and substance of all Ancillary Agreements prepared and presented to Developer to date. b. Authority. Developer represents and warrants that: (i) Developer is an Florida limited liability company duly existing and validly formed under the laws of the State of Florida; (ii) Developer shall not enter into any contracts or undertakings that would limit, conflict with, or constitute a breach of this Agreement; (iii) Developer has the authority to: (A) enter into this Agreement; and (B) perform its obligations hereunder, (iv) Developer has been duly authorized by proper action to: (A) execute and deliver this Page 301 of 509 7 Agreement; and (B) perform its obligations hereunder; (v) this Agreement is a legal, valid, and binding obligation of Developer; and (vi) no third party is entitled to claim a commission or fee in connection with this Agreement by, through, or as a result of, the acts or omissions of Developer or any party affiliated with Developer. ARTICLE 7. DEFAULT 7.01. Event of Default . It shall be an “Event of Default” by a party if: a. Such party fails to perform or observe any term or condition of this Agreement that is required to be performed or observed by it: (i) with respect to the obligation to pay money, if such failure is not remedied within thirty (30) days after such payment is due; and (ii) with respect to any other obligation, if such failure is not cured after the applicable Cure Period, if any; b. Developer (i) engages in gross misconduct with respect to the Project; or (ii) it becomes generally known that Developer is insolvent, plans to make a general assignment for the benefit of creditors, is expected to file a voluntary petition of bankruptcy, suffers or permits the appointment of the receiver for its business or assets, or becomes subject to any proceeding under any bankruptcy or insolvency law, whether domestic or foreign, dissolved or liquidated, voluntarily or otherwise; c. The City fails to timely pay any Project Costs to Developer as required by this Agreement; or d. Developer fails to maintain the requisite professional licenses and approvals to cause completion of the Project. 7.02. General Remedies. Whenever an Event of Default occurs, the non-defaulting party may take whatever actions at Law or in equity as are necessary or appropriate to: (a) collect any payments due under this Agreement; (b) protect the rights granted to the non-defaulting party under this Agreement; (c) enforce the performance or observance by the defaulting party of any term or condition of this Agreement (including, without limitation, the right to specifically enforce any such term or condition); or (d) cure, for the account of the defaulting party, any failure of the defaulting party to perform or observe a material term or condition of this Agreement to be performed or observed by it. If the non-defaulting party incurs any direct costs or expenses in connection with exercising its rights and remedies under, or enforcing, this Agreement, then the defaulting party shall reimburse the non-defaulting party for such reasonable and direct costs and expenses. Notwithstanding anything to the contrary set forth herein, an Event of Default described in Section 7.01(b), shall subject this Agreement to immediate termination in the sole discretion of the City, a Cure Period shall not apply, and the City as its sole and exclusive liability, shall be liable only for paying for Work performed hereunder prior to any such Event of Default. 7.03. No Exclusive Remedy; Limitation. a. No right or remedy herein conferred upon, or reserved to, a non-defaulting party is intended to be exclusive of any other available right or remedy, unless otherwise expressly stated; instead, each and every such right or remedy shall be cumulative and in Page 302 of 509 8 addition to every other right or remedy given under this Agreement or now or hereafter existing at law or in equity. b. No delay or omission by a non-defaulting party in exercising any right or remedy upon any Event of Default shall impair any such right or remedy, or be construed to be a waiver thereof, and any such right or remedy may be exercised from time to time, and as often as may be deemed to be expedient. c. To entitle a non-defaulting party to exercise any of its rights or remedies, it shall not be necessary for the non-defaulting party to give notice to the defaulting party, other than such notice as may be required by this Agreement or by the Laws. d. In no event shall either party be liable to the other for punitive or consequential damages as a consequence of an Event of Default by such defaulting party or otherwise. e. At no time, and under no circumstances, shall Developer be entitled to any damages other than a claim for payment of services rendered in accordance with the terms of the Agreement. 7.04. Injunctive Remedies. If a party engages in an Event of Default, the non-defaulting party shall be entitled to seek specific performance or injunctive relief and, in each instance, the defaulting party hereby waives any claim or defense that the non-defaulting party has an adequate remedy at law. 7.05. No Limitation. Notwithstanding anything to the contrary set forth herein, the rights and remedies set forth in this Article 7 are not exclusive and shall be cumulative and in addition to every other right or remedy given under this Agreement or now or hereafter existing at law or in equity. 7.06. Termination/Costs. In the event of the termination of this Agreement by the City on or before Project Closing, the City shall compensate Developer for Work accepted prior to any Event of Default or termination, and the City shall have no further liability to Developer, except for claims timely and properly made in accordance herewith and unresolved at the time of compensation as set forth hereunder. ARTICLE 8. INTENTIONALLY OMITTED ARTICLE 9. INDEMNIFICATION 9.01. Indemnification. Developer shall indemnify, defend, and hold harmless the City from and against any and all Claims arising from or connected with: (A) breaches by Developer under contracts to which Developer is a party (except for this Agreement), to the extent that such contracts relate to the performance of any Work on the Property by Developer or any party acting by, under, through, or on behalf of Developer; (B) injury to, or death of, persons or loss of, or damage to, property, suffered in connection with performance of any Work on the Property by Developer or any party acting by, under, through, or on behalf of Developer; (C) the negligence or willful misconduct of Developer or any party acting by, under, through, or on behalf of Page 303 of 509 9 Developer; (D) Developer suffering or causing the filing of any mechanic’s or materialmen’s lien against the Property, the Project, or any adjacent property owned by the City not caused by a failure of the City to timely pay the Purchase Price or any Disbursement Request; or (E) the breach by Developer of any term or condition of this Agreement or any Ancillary Agreement. Notwithstanding the foregoing, the City and any party acting by, under, through, or on behalf of the City shall be financially responsible for its own bad faith, fraud, gross negligence, or willful misconduct, and in no event shall Developer indemnify the City for any Claim arising in connection therewith. Notwithstanding anything to the contrary set forth herein, Developer’s obligations under this Section 9.01 shall survive the termination of this Agreement. 9.02. No Liens. No mechanics’ liens are valid as the Project is held for public use. If any mechanic’s, supplier’s, or similar lien is filed against all or any portion of the Property for work claimed to have been done for, or materials claimed to have been furnished to, the City or Developer, then Developer shall cause such mechanic’s, supplier’s, or similar lien to be discharged of record within sixty (60) days after notice of the filing by bonding or providing other adequate security therefor, or as provided or required by the Laws. ARTICLE 10. GENERAL TERMS 10.01. Notice. Any notice required or permitted to be given by any party to this Agreement shall be in writing, and shall be given (and deemed to have been given) when: (a) delivered in person to the other Party; (b) three (3) days after being sent by U.S. Certified Mail, Return Receipt Requested; or (c) the following business day after being sent by national overnight delivery service, with confirmation of receipt, addressed as follows: to the City at: Public Works Director, City of Ocoee, 1 North Bluford Avenue, Ocoee, FL 34761, Attn: Steve Krug (and via email to SKrug@ocoee.org); with copies to: City Attorney, City of Ocoee, Fishback Dominick, 1947 Lee Road, Winter Park, FL 32789, Attn: Richard S. Geller (and via email to RGeller@Fishbacklaw.com); to Developer at: Fortress Secured, LLC, 3603 Beachwood Court, Jacksonville, FL 32224, Attn: Matt Everett (and via email to Matt@FortressSecured.com); with copies to: Barnes & Thornburg LLP, 11 South Meridian Street, Indianapolis, IN 46204, Attn: Brian Crist (and via email to BCrist@btlaw.com). Either Party may change its address for notice from time to time by delivering written notice to the other Party as provided above. Notice may also be given via electronic mail (i.e., e-mail), as well as by either party’s legal counsel, provided that receipt of same is acknowledged. 10.02. Authority. Each undersigned person executing this Agreement on behalf of the City and Developer represents and certifies that: (a) he or she has been empowered and authorized by all necessary action of the City and Developer, respectively, to execute and deliver th is Agreement; (b) he or she has full capacity, power, and authority to enter into and carry out this Agreement; and (c) the execution, delivery, and performance of this Agreement duly have been authorized by the City and Developer, respectively. Page 304 of 509 10 10.03. Force Majeure. Notwithstanding anything to the contrary set forth herein, if either party is delayed in, or prevented from, observing or performing any of its obligations under, or satisfying any term or condition of, this Agreement as a result of Force Majeure, then: (A) the party asserting Force Majeure shall deliver written notice thereof to the other party as soon as reasonably practical; (B) such observation, performance, or satisfaction shall be excused for the period of days that such observation, performance, or satisfaction is delayed or prevented; and (C) the deadlines for observation, performance, and satisfaction, as applicable, shall be extended for the same period. 10.04. Consent. With regard to all matters in this Agreement requiring the consent or approval of a party, the parties agree that any such consent or approval shall not be unreasonably withheld, conditioned, or delayed, unless otherwise specifically provided in this Agreement. 10.05. Merger. All prior agreements, understandings, and commitments between the parties regarding the Project are hereby superseded, terminated, and merged herein, and shall be of no further force or effect; provided, however, the parties acknowledge and agree that this Agreement shall remain in full force and effect and shall terminate pursuant to its terms. 10.06. Negotiation. Except as otherwise provided herein, each party shall bear its own costs in connection with negotiation and performance of this Agreement (subject to the rights of reimbursement as may be permitted pursuant to the Surety Bonds). 10.07. Miscellaneous. This Agreement shall inure to the benefit of, and be binding upon, the City and Developer, and their respective successors and assigns. 10.08. Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida. All proceedings arising in connection with this Agreement shall be tried, mediated or litigated as set forth in the Construction Contract. 10.09. Severability. The invalidity, illegality, or unenforceability of any one or more of the terms and conditions of this Agreement shall not affect the validity, legality, or enforceability of the remaining terms and conditions hereof. If any provision of this Agreement or application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances, other than those as to which it is so determined invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law; provided, that, in lieu of such invalid or unenforceable provision, there will be added to this Agreement a provision as similar to the invalid or unenforceable provision as is possible to reflect the intent of the parties and still be valid and enforceable. 10.10. Captions. The captions in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, or describe the scope of this Agreement or the scope or content of any of its provisions. 10.11. Parties Relationship. Nothing contained in this Agreement shall be construed to create a partnership other than as a public-private partnership recognized by the Act, or a joint venture between Developer and the City or their successors in interest. The parties acknowledge Page 305 of 509 11 and agree that Developer is an independent contractor and is not a principal, agent, officer, shareholder, or employee of the City. The parties’ duties of reasonable care and good faith dealings to one another shall not rise to the level of fiduciary. 10.12. Time of the Essence. Time is of the essence as to the performance of the City’s and Developer’s obligations under this Agreement. 10.13. Time Computation. Unless otherwise specified, in computing any period of time described herein, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is a Saturday, Sunday, or legal holiday for national banks in the location where the Property is located, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday, or legal holiday. 10.14. Counterpart Execution. This Agreement may be signed in multiple counterparts which, when taken together, shall constitute one and the same instrument. To further facilitate the execution of this Agreement, the parties agree that they will give legal effect to facsimile, electronic, or PDF signatures, including through platforms like DocuSign and Digi-Ink and in a file in PDF or similar format, as if such signatures originally appeared on counterpart copies of this Agreement. 10.15. Singular, Plural, Masculine, Feminine or Neuter. Unless the context otherwise requires, when used in this Agreement, the singular shall include the plural, the plural shall include the singular, and all pronouns shall be deemed to refer to the masculine, feminine , or neuter, as the identity of the person or persons may require. 10.16. Public-Private Statute. This Agreement is intended to be a “public-private partnership” authorized by the Act. If and to the extent this Agreement is not such a “public- private partnership,” then this Agreement shall be deemed to: (a) include such terms not otherwise included; and (b) exclude such terms not otherwise excluded, as is necessary to cause this Agreement to be a “public-private partnership.” 10.17. Exhibits. All Exhibits to this Agreement are attached hereto and incorporated herein by reference. The following exhibits are attached hereto and incorporated herein as if fully set forth: Exhibit 1: Property Exhibit 2: Interim Agreement Exhibit 3: Construction Contract Exhibit 4: Formal Contract between Developer, the city, and the General Contractor, Summit Construction [Signature Page(s) Follow] Page 306 of 509 Page 307 of 509 Exhibit 1 Exhibit 1 -Property- The Property is located at 1707 E. Crown Point Road, Ocoee, Florida, 34761. The Property has been assigned Orange County Property Appraiser parcel number 28-22-07-0000-00-003 depicted as the "subject parcel" in the excerpt from the boundary and topographic survey performed by Thomas J. Galloway in November 2023 (attached on the immediately following page). Page 308 of 509 Page 309 of 509 Exhibit 2 Exhibit 2 - Interim Agreement – [To be included on following pages] Page 310 of 509 Page 311 of 509 Page 312 of 509 Page 313 of 509 Page 314 of 509 Page 315 of 509 Page 316 of 509 Page 317 of 509 Page 318 of 509 Page 319 of 509 Page 320 of 509 Page 321 of 509 Page 322 of 509 Page 323 of 509 Page 324 of 509 Page 325 of 509 Page 326 of 509 Exhibit 3 Exhibit 3 -Construction Contract- [To be included on following pages] Page 327 of 509 AIA® Document A141® – 2014 Standard Form of Agreement Between Owner and Design-Builder AIA Document A141 – 2014. Copyright © 2004 and 2014. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:38:15 ET on 08/09/2023 under Order No.3104238328 which expires on 03/29/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: Error! Unknown document property name. (1802200879) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. Consultation with an attorney is also encouraged with respect to professional licensing requirements in the jurisdiction where the Project is located. ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. AGREEMENT made as of the «___ » day of «May» in the year «2025» (In words, indicate day, month and year.) BETWEEN the Owner: (Name, legal status, address and other information) City of Ocoee, Florida 1 North Bluford Avenue Ocoee, FL 34761 and the Design-Builder: (Name, legal status, address and other information) Fortress Secured, LLC, a Florida Limited Liability Company 3603 Beachwood Court Jacksonville, Florida 32224 for the following Project: (Name, location and detailed description) City of Ocoee Regional Law Enforcement Training Facility 1707 E. Crown Point Road Ocoee, FL 34761 Corner of Daniel Webster Western Beltway & N Fullers Cross Road, Ocoee FL Single-story law enforcement training facility to include classrooms and indoor gun range, approximately 15,000 SF. In addition, Offsite Infrastructure Improvements to extend utilities are reflected in an additional Design-Build Amendment and related documents (Exhibits H-J). The Owner and Design-Builder agree as follows. Page 328 of 509 TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 COMPENSATION AND PROGRESS PAYMENTS 3 GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT 4 WORK PRIOR TO EXECUTION OF THE DESIGN-BUILD AMENDMENT 5 WORK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMENDMENT 6 CHANGES IN THE WORK 7 OWNER’S RESPONSIBILITIES 8 TIME 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 UNCOVERING AND CORRECTION OF WORK 12 COPYRIGHTS AND LICENSES 13 TERMINATION OR SUSPENSION 14 CLAIMS AND DISPUTE RESOLUTION 15 MISCELLANEOUS PROVISIONS 16 SCOPE OF THE AGREEMENT TABLE OF EXHIBITS A DESIGN-BUILD AMENDMENT B INSURANCE AND BONDS B-1 STATUTORY PAYMENT BOND B-2 PERFORMANCE BOND C F F & E ALLOWANCE D SCHEDULE OF VALUES E ASSUMPTIONS AND CLARIFICATIONS F SPECIFICATIONS G DRAWINGS FOR REGIONAL LAW ENFORCEMENT TRAINING FACILITY IMPROVEMENTS H DESIGN-BUILD AMENDMENT FOR OFF-SITE INFRASTRUCTURE IMPROVEMENTS Page 329 of 509 I SCHEDULE OF VALUES FOR OFF-SITE INFRASTRUCTURE IMPROVEMENTS J DRAWINGS FOR OFF-SITE INFRASTRUCTURE IMPROVEMENTS ARTICLE 1 GENERAL PROVISIONS § 1.1 Owner’s Criteria This Agreement is based on the Owner’s Criteria set forth in this Section 1.1. (Note the disposition for the following items by inserting the requested information or a statement such as “not applicable” or “unknown at time of execution.” If the Owner intends to provide a set of design documents, and the requested information is contained in the design documents, identify the design documents and insert “see Owner’s design documents” where appropriate.) § 1.1.1 The Owner’s program for the Project: (Set forth the program, identify documentation in which the program is set forth, or state the manner in which the program will be developed.) « The Owner’s program consists of two projects. The first project is the design, permitting and construction of the Regional Law Enforcement Training Center that will include classrooms, conference rooms, restrooms/lockers, armory, and gun range with 15 lanes for firearms (the “Regional Law Enforcement Training Facility” or the “Facility”). The Facility shall be constructed in accordance with the 90% drawings from the Design-Builder dated September 12, 2024, developed and approved under the interim pre -development agreement dated March 25, 2024 (the “Interim Agreement”). The second project is the permitting and construction of certain offsite utility improvements necessary for operating the Regional Law Enforcement Training Facility (the “Off-Site Infrastructure Improvements”). The Facility and Off-Site Infrastructure Improvements will be collectively referred to as the “Project.” § 1.1.2 The Owner’s design requirements for the Project and related documentation: (Identify below, or in an attached exhibit, the documentation that contains the Owner’s design requirements, including any performance specifications for the Project.) «The design requirements are set forth in the 90% drawings from the Design -Builder dated September 12, 2024, as developed and approved under the Interim Agreement. The Facility shall include classrooms, conference rooms, restrooms / lockers, armory, and gun range with 15 lanes for firearms. § 1.1.3 The Project site’s physical characteristics: (Identify or describe, if appropriate, size, location, dimensions, or other pertinent information, such as geotechnical reports; site, boundary and topographic surveys; traffic and utility studies; availability of public and private utilities and services; legal description of the site; etc.) « The site is located at 1707 E. Crown Point Road, Ocoee, FL 34761, at the corner of Daniel Webster Western Beltway & N. Fullers Cross Road, Ocoee FL with access to N. Fullers Cross Road, and consists of approximately 12.30 acres with 4.57 being wetlands. Geotechnical reports, topographic surveys, traffic and utility studies are completed. The scope and price of the Regional Law Enforcement Training Facility is further set forth in the Amendment to this Agreement at Exhibit A, C - G. The scope and price of the Off-Site Infrastructure Improvements is further set forth in Exhibit H - J to this Agreement. § 1.1.4 The Owner’s anticipated Sustainable Objective for the Project, if any: (Identify the Owner’s Sustainable Objective for the Project such as Sustainability Certification, benefit to the environment, enhancement to the health and well-being of building occupants, or improvement of energy efficiency. If the Owner identifies a Sustainable Objective, incorporate AIA Document A141™–2014, Exhibit C, Sustainable Projects, into this Agreement to define the terms, conditions and Work related to the Owner’s Sustainable Objective.) «N/A » Page 330 of 509 §1.1.5 Incentive programs the Owner intends to pursue for the Project, including those related to the Sustainable Objective, and any deadlines for receiving the incentives that are dependent on, or related to, the Design-Builder’s services, are as follows: (Identify incentive programs the Owner intends to pursue for the Project and deadlines for submitting or applying for the incentive programs.) «N/A » §1.1.6 The cost of the Work for the Regional Law Enforcement Training Facility, including design work already completed under the Interim Agreement between the parties effective March 25, 2024, shall be a stipulated sum of Ten Million Eight Hundred Three Thousand Three Hundred Ninety-Two Dollars and no cents ($10,803,392.00). The cost of Work for the Off-Site Infrastructure Improvements shall be the cost of Work, plus a development fee of 6% of such costs as set forth in Exhibit “I.” §1.1.7 The Owner’s design and construction milestone dates: .1 Design phase milestone dates: 100% Construction Documents: 14 days from effective date of this Agreement. Submission of Building Permits: 30 days from effective date of this Agreement. Submission for civil site work permits: 90 days from effective date of this Agreement. .2 Commencement of Construction on the Facility shall occur the date after the Owner has issued a Notice to Proceed and Design Builder has received all Required Permits, provided that Design Builder shall utilize commercially reasonable best efforts to submit and to obtain approval of Required Permits. .3 Commencement of Construction on the Off-Site Infrastructure Improvements shall occur the date after the Owner has issued a Notice to Proceed and Design Builder has received all Required Permits, provided that Design Builder shall utilize commercially reasonable best efforts to submit and to obtain approval of Required Permits. .4 Substantial Completion date: 14 months from the date the Owner issues a Notice to Proceed for the Facility and Design Builder has received all Required Permits, provided that Design Builder shall utilize commercially reasonable best efforts to submit and to obtain approval of Required Permits. 7 months from the date the Owner issues of a Notice to Proceed for the Off-Site Infrastructure Improvements and Design Builder has received all Required Permits, provided that Design Builder shall utilize commercially reasonable best efforts to submit and to obtain approval of Required Permits. .5 Other milestone dates: « Final Certificate of Occupancy – 60 days after Substantial Completion » §1.1.8 The Design-Builder is engaging the following 1.Architect JL2 Architecture, LLC 1678 Kingston Road Longwood, FL 32750 Page 331 of 509 2. Consultants Public Safety Architect: MWL 87052 N Central Avenue Phoenix, AZ 85020 Civil Engineer: CPH Architect, Inc. 500 W. Fulton Street Sanford, FL 32771 Landscape Architect: CPH Architect, Inc. 500 W. Fulton Street Sanford, FL 32771 Structural Engineer: BBM Structural Engineers, Inc. 2300 Maitland Center Parkway Suite #201 Maitland, FL 32751 MEPF Engineer: SGM Engineering, Inc. 935 Lake Baldwin Lane Orlando, FL 32814 3. Contractors Summit Construction Management Group, LLC 3603 Beachwood Court Jacksonville, FL 32224 § 1.1.9 Additional Owner’s Criteria upon which the Agreement is based: (Identify special characteristics or needs of the Project not identified elsewhere, such as historic preservation requirements.) «N/A » § 1.1.10 The Design-Builder shall confirm that the information included in the Owner’s Criteria complies with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. § 1.1.10.1 If the Owner’s Criteria conflicts with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Design-Builder shall notify the Owner of the conflict. § 1.1.11 If there is a change in the Owner’s Criteria, the Owner and the Design -Builder shall execute a Modification in accordance with Article 6. § 1.2 Project Team § 1.2.1 The Owner identifies the following representative in accordance with Section 7.1.1: (List name, address and other information.) Page 332 of 509 Steve Krug City of Ocoee Public Works Director 407-905-3170 §1.2.2 The persons or entities, in addition to the Owner’s representative, who are required to review the Design - Builder’s Submittals, including applications for payment, are as follows: (List name, address and other information.) Andy Brooks or such other person as may be designated by ZHA Incorporated §1.2.3 The Owner will retain the following consultants and separate contractors: (List discipline, scope of work, and, if known, identify by name and address.) «N/A » §1.2.4 The Design-Builder identifies the following representative in accordance with Section 3.1.2: (List name, address and other information.) Matt Everett 3603 Beachwood Ct. Jacksonville, FL 32224 Matt@FortressSecured.com 904-719-0843 mobile §1.2.5 Neither the Owner’s nor the Design-Builder’s representative shall be changed without ten days’ written notice to the other party. §1.3 Binding Dispute Resolution For any Claim subject to, but not resolved by, mediation pursuant to Section 14.3, the method of binding dispute resolution shall be the following: (Check the appropriate box. If the Owner and Design-Builder do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding dispute resolution other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction.) [ « » ] Arbitration pursuant to Section 14.4 [ «X » ] Litigation in the Ninth Judicial Circuit for Orange County, Florida. THE PARTIES HEREBY WAIVE THEIR RIGHT TO A JURY TRIAL IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS DESIGN-BUILD AGREEMENT. [ « » ] Other: (Specify) §1.4 Definitions §1.4.1 Design-Build Documents. The Design-Build Documents consist of this Agreement between Owner and Design-Builder and its attached Exhibits (hereinafter, the “Agreement”); the Interim Agreement, other documents listed in this Agreement; and Modifications issued after execution of this Agreement. A Modification is (1)a written amendment to the Contract signed by both parties, including the Design-Build Amendment, (2) a Change Order, or (3) a Change Directive. This Agreement is incorporated by reference into the Comprehensive Agreement executed by Owner and Design-Builder contemporaneously with this Agreement. §1.4.2 The Contract. The Design-Build Documents form the Contract. The Contract represents the entire and integrated agreement between the parties and supersedes prior negotiations, representations or agreements, Page 333 of 509 either written or oral. The Contract may be amended or modified only by a Modification. The Design -Build Documents shall not be construed to create a contractual relationship of any kind between any persons or entities other than the Owner and the Design-Builder. §1.4.3 The Work. The term “Work” means the design, construction and related services required to fulfill the Design-Builder’s obligations under the Design-Build Documents, whether completed or partially completed, and includes all labor, materials, equipment and services provided or to be provided by the Design-Builder. The Work may constitute the whole or a part of the Project. §1.4.4 The Project. The Project is the total design and construction of which the Work performed under the Design-Build Documents may be the whole or a part, and may include design and construction by the Owner and by separate contractors. §1.4.5 Instruments of Service. Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Design -Builder, Contractor(s), Architect, and Consultant(s) under their respective agreemen ts. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, digital models and other similar materials. §1.4.6 Submittal. “Submittal” shall have the meaning set forth in Section 3.1.11. §1.4.7 Owner. The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Design-Build Documents as if singular in number. The term “Owner” means the Owner or the Owner’s authorized representative. §1.4.8 Design-Builder. The Design-Builder is the person or entity identified as such in the Agreement and is referred to throughout the Design-Build Documents as if singular in number. The term “Design-Builder” means the Design-Builder or the Design-Builder’s authorized representative. §1.4.9 Consultant. A Consultant is a person or entity providing professional services for the Design - Builder for all or a portion of the Work, and is referred to throughout the Design -Build Documents as if singular in number. To the extent required by the relevant jurisdiction, the Consultant shall be lawfully licensed to provide the required professional services. §1.4.10 Architect. The Architect is a person or entity providing design services for the Design -Builder for all or a portion of the Work, and is lawfully licensed to practice architecture in the applicable jurisdiction. The Architect is referred to throughout the Design -Build Documents as if singular in number. §1.4.11 Contractor. A Contractor is a person or entity performing all or a portion of the construction, required in connection with the Work, for the Design-Builder. The Contractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Contractor is referred to throughout the Design-Build Documents as if singular in number and means a Contractor or an authorized representative of the Contractor. §1.4.12 Confidential Information. Confidential Information is information containing confidential or business proprietary information, exempt from public disclosure under Chapter 119, Florida Statutes and identified in § 15.6, infra, or that which is clearly marked as “CONFIDENTIAL.” §1.4.13 Contract Time. Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, as set forth in the Design -Build Amendment for Substantial Completion of the Work. §1.4.14 Day. The term “day” as used in the Design-Build Documents shall mean calendar day unless otherwise specifically defined. §1.4.15 Contract Sum. The Contract Sum is the amount to be paid to the Design-Builder for performance of the Work after execution of the Design-Build Amendment, as identified in Article A.1 of the Design-Build Amendment. Page 334 of 509 ARTICLE 2 COMPENSATION AND PROGRESS PAYMENTS §2.1 Compensation for Work Performed Prior To Execution of Design-Build Amendment §2.1.1 The amount of the Interim Agreement Between the City of Ocoee and Fortress Secured, LLC for the Delivery of a Regional Law Enforcement Training Facility, effective March 25, 2024 (the “Interim Agreement’), for design/pre-development services, was $530,760. Article A.1 of the Design-Build Amendment shall set forth the Contract Sum of the Project after the Amendment’s execu tion. The parties shall execute the Design-Build Amendment contemporaneously with this Design-Build Agreement, and shall attach the Amendment hereto as Exhibit A. §2.1.2 Intentionally Omitted. §2.1.3 Compensation for Reimbursable Expenses Prior To Execution of Design-Build Amendment §2.1.3.1 Reimbursable Expenses are in addition to compensation set forth in Section 2.1.1 and 2.1.2 and include expenses, directly related to the Project, incurred by the Design-Builder and the Design-Builder’s Architect, Consultants, and Contractors, as follows: 1.Fees paid for securing approval of authorities having jurisdiction over the Project, which shall include permitting costs as per §2.1.1 above; 2.Other Project-related expenditures, if authorized in advance by the Owner. §2.1.3.2 For Reimbursable Expenses, the compensation shall be the expenses the Design -Builder and the Design-Builder’s Architect, Consultants and Contractors incurred, plus an administrative fee of zero percent (0%) of the expenses incurred. §2.1.4 Payments to the Design-Builder Prior To Execution of Design-Build Amendment §2.1.4.1 Payments are due and payable upon presentation of the Design-Builder’s invoice. Amounts unpaid thirty (30) days after the invoice is presented to the City shall bear interest at 1% (one percent) per month on the unpaid balance, in accordance with Florida Statutes § 218.73. §2.1.4.2 Records of Reimbursable Expenses and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times for a period of two years following execution of the Design - Build Amendment or termination of this Agreement, whichever occurs first. §2.2 Contract Sum and Payment for Work Performed After Execution of Design-Build Amendment For the Design-Builder’s performance of the Work after execution of the Design -Build Amendment, the Owner shall pay to the Design-Builder the Contract Sum in current funds as agreed in the Design -Build Amendment. ARTICLE 3 GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT §3.1 General §3.1.1 The Design-Builder shall comply with any applicable licensing requirements in the jurisdiction where the Project is located. §3.1.2 The Design-Builder shall designate in writing a representative who is authorized to act on the Design-Builder’s behalf with respect to the Project. Page 335 of 509 § 3.1.3 The Design-Builder shall perform the Work in accordance with the Design-Build Documents. The Design-Builder shall not be relieved of the obligation to perform the Work in accordance with the Design -Build Documents by the activities, tests, inspections or approvals of the Owner. § 3.1.3.1 The Design-Builder shall perform the Work in compliance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. If the Design -Builder performs Work contrary to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, the Design-Builder shall assume responsibility for such Work and shall bear the costs attributable to correction. § 3.1.3.2 Neither the Design-Builder nor any Contractor, Consultant, or Architect shall be obligated to perform any act which they believe will violate any applicable laws, statutes, or ordinances, codes, rules and regulations, or lawful orders of public authorities. If the Design -Builder determines that implementation of any instruction received from the Owner, including those in the Owner’s Criteria, would cause a violation of any applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Design- Builder shall notify the Owner in writing. Upon verification by the Owner that a change to the Owner’s Criteria is required to remedy the violation, the Owner and the Design -Builder shall execute a Modification in accordance with Article 6. § 3.1.4 The Design-Builder shall be responsible to the Owner for acts and omissions of the Design - Builder’s employees, Architect, Consultants, Contractors, and their agents and employees, and other persons or entities performing portions of the Work. § 3.1.5 General Consultation. The Design-Builder shall schedule and conduct periodic meetings with the Owner to review matters such as procedures, progress, coordination, and scheduling of the Work. § 3.1.6 When applicable law requires that services be performed by licensed professionals, the Design - Builder shall provide those services through qualified, licensed professionals. The Owner understands and agrees that the services of the Design-Builder’s Architect and the Design-Builder’s other Consultants are performed in the sole interest of, and for the exclusive benefit of, the Design-Builder. § 3.1.7 The Design-Builder, with the assistance of the Owner, shall prepare and file documents required to obtain necessary approvals of governmental authorities having jurisdiction over the Project. § 3.1.8 Progress Reports § 3.1.8.1 The Design-Builder shall keep the Owner informed of the progress and quality of the Work. On a monthly basis prior to construction start, or otherwise as agreed to by the Owner and Design -Builder, the Design-Builder shall submit written progress reports to the Owner, showing estimated percentages of completion and other information identified below: .1 Work completed for the period; .2 Project schedule status; .3 Responses to requests for information to be provided by the Owner; On a weekly basis after construction starts, or otherwise as agreed to by the Owner and Design -Builder, the Design- Builder shall submit written progress reports to the Owner, showing estimated percentages of completion and other information identified below: .1 Work completed for the period; .2 Project schedule status;. .3 Responses to requests for information to be provided by the Owner; Page 336 of 509 On a monthly basis after construction starts, or otherwise as agreed to by the Owner and Design -Builder, the Design- Builder shall submit written progress reports to the Owner, showing estimated percentages of completion and other information identified below: .1 Work completed for the period; .2 Project schedule status;. .3 Responses to requests for information to be provided by the Owner; .4 Submittal schedule and status report, including a summary of outstanding Submittals; .5 Approved Change Orders and Change Directives; .6 Pending Change Order and Change Directive status reports; .7 Tests and inspection reports; .8 Status report of Work rejected by the Owner; .9 Status of Claims previously submitted in accordance with Article 14; .10 Cumulative total of the Cost of the Work to date including the Design -Builder’s compensation and Reimbursable Expenses, if any; .11 Additional information as agreed to by the Owner and Design-Builder. § 3.1.9 Design-Builder’s Schedules § 3.1.9.1 The Design-Builder, promptly after execution of this Agreement, shall prepare and submit for the Owner’s information a schedule for the Work. The schedule, including the time required for design and construction, shall not exceed time limits current under the Design-Build Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Design-Build Documents, shall provide for expeditious and practicable execution of the Work, and shall include allowances for periods of time required for the Owner’s review and for approval of submissions by authorities having jurisdiction over the Project. § 3.1.9.2 The Design-Builder shall perform the Work in general accordance with the most recent schedules submitted to the Owner. § 3.1.10 Certifications. Upon the Owner’s written request, the Design-Builder shall obtain from the Architect, Consultants, and Contractors, and furnish to the Owner, certifications with respect to the documents and services provided by the Architect, Consultants, and Contractors (a) that, to the best of their knowledge, information and belief, the documents or services to which the certifications relate (i) are consistent with the Design-Build Documents, except to the extent specifically identified in the certificate, and (ii) comply with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities governing the design of the Project; and (b) that the Owner and its consultants shall be entitled to rely upon the accuracy of the representations and statements contained in the certifications. The Design-Builder’s Architect, Consultants, and Contractors shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of their services. Page 337 of 509 §3.1.11 Design-Builder’s Submittals A “Submittal” is any submission to the Owner for review and approval demonstrating how the Design-Builder proposes to conform to the Design-Build Documents for those portions of the Work for which the Design-Build Documents require Submittals. Submittals include, but are not limited to, shop drawings, product data, and samples. Submittals are not Design -Build Documents unless incorporated into a Modification. Submittals shall not be required to include pricing or cost i nformation unless such Submittal in connection with the Off-Site Infrastructure Improvements (as hereinafter defined). Owner shall review and provide written comments or approvals on all Submittals within seven (7) days after receipt from the Design -Builder. Owner may only object to a Submittal based on a deviation from the Design-Build Documents. If Owner fails to respond within such seven-day period, the Submittal shall be deemed approved, and Design -Builder may proceed in reliance thereon without liability for such lack of response. §3.1.11.1 Intentionally Omitted. §3.1.11.2 By providing Submittals the Design-Builder represents to the Owner that it has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related to the Submittal request, or will do so and (3) checked and coordinated the information contained within such Submittals with the requirements of the Work and of the Design -Build Documents. §3.1.11.3 The Design-Builder shall perform no portion of the Work for which the Design-Build Documents require Submittals until the Owner has approved the respective Submittal, as set forth in this Section 3.1.11. §3.1.11.4 The Work shall be in accordance with approved Submittals except that the Design-Builder shall not be relieved of its responsibility to perform the Work consistent with the requirements of the Design- Build Documents. The Work may deviate from the Design -Build Documents only if the Design-Builder has notified the Owner in writing of a deviation from the Design-Build Documents at the time of the Submittal and a Modification is executed authorizing the identified deviation. The Design -Builder shall not be relieved of responsibility for errors or omissions in Submittals by the Owner’s approval of the Submittals. §3.1.11.5 All professional design services or certifications to be provided by the Design -Builder, including all drawings, calculations, specifications, certifications, shop drawings and other Submittals, shall contain the signature and seal of the licensed design professional preparing them. Submittals related to the Work designed or certified by the licensed design professionals, if prepared by others, shall bear the license design professional’s written approval. The Owner and its consultants shall be e ntitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals. Design-Builder’s Architect should review and approval Submittals. Owner should be able to review and reject a Submittal that does not meet the original intent of the Contract Documents. §3.1.12 Warranty. The Design-Builder warrants to the Owner that materials and equipment furnished under the Contract will be of good quality and new unless the Design-Build Documents require or permit otherwise. The Design-Builder further warrants that the Work will confor m to the requirements of the Design-Build Documents and will be free from defects, except for those inherent in the quality of the Work or otherwise expressly permitted by the Design-Build Documents. Work, materials, or equipment not conf orming to these requirements may be considered defective. The Design-Builder’s warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Design-Builder, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Owner, the Design -Builder shall furnish satisfactory evidence as to the kind and quality of materials and equipment. §3.1.13 Royalties, Patents and Copyrights §3.1.13.1 The Design-Builder shall pay all royalties and license fees. §3.1.13.2 The Design-Builder shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and its separate contractors and consultants harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Owner, or where the copyright violations are required in the Page 338 of 509 Owner’s Criteria. However, if the Design-Builder has reason to believe that the design, process or product required in the Owner’s Criteria is an infringement of a copyright or a patent, the Design -Builder shall be responsible for such loss unless such information is promptly furnished to the Owner. If the Owner receives notice from a patent or copyright owner of an alleged violation of a patent or copyright, attributable to the Design -Builder, the Owner shall give prompt written notice to the Design-Builder. § 3.1.14 Indemnification § 3.1.14.1 To the fullest extent permitted by law, the Design -Builder shall indemnify and hold harmless the Owner, including the Owner’s agents and employees, from and against claims, damages, losses and expenses, including but not limited to attorneys’ fees, arisin g out of or resulting from performance of the Work, but only to the extent caused by the negligent acts or omissions of the Design -Builder, Architect, a Consultant, a Contractor, or anyone directly or indirectly employed by them or anyone for whose acts th ey may be liable. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.1.14. § 3.1.14.2 The indemnification obligation under this Section 3.1.14 shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for Design -Builder, Architect, a Consultant, a Contractor, or anyone directly or indirectly employed by them, under workers’ compensation acts , disability benefit acts or other employee benefit acts. § 3.1.15 Contingent Assignment of Agreements § 3.1.15.1 Each agreement for a portion of the Work is assigned by the Design -Builder to the Owner, provided that .1 assignment is effective only after termination of the Contract by the Owner for cause, pursuant to Sections 13.1.4 or 13.2.2, and only for those agreements that the Owner accepts by written notification to the Design-Builder and the Architect, Consultants, and Contractors whose agreements are accepted for assignment; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. When the Owner accepts the assignment of an agreement, the Owner assumes the Design -Builder’s rights and obligations under the agreement. § 3.1.15.2 Upon such assignment, if the Work has been suspended for more than 30 days, the compensation under the assigned agreement shall be equitably adjusted for increases in cost resulting from the suspension. § 3.1.15.3 Upon such assignment to the Owner under this Section 3.1.15, the Owner may further assign the agreement to a successor design-builder or other entity. If the Owner assigns the agreement to a successor design-builder or other entity, the Owner shall nevertheless remain legally responsible for all of the successor design-builder’s or other entity’s obligations under the agreement. § 3.1.16 Design-Builder’s Insurance and Bonds. The Design-Builder shall purchase and maintain insurance, including Builder’s Risk coverage as set forth in Exhibit “B,” and provide performance and payment bonds on a Public Construction Bond form in compliance with section 255.05 Florida Statutes, in a form acceptable to the City and attached in Exhibit #B. ARTICLE 4 WORK PRIOR TO EXECUTION OF THE DESIGN-BUILD AMENDMENT § 4.1 General § 4.1.1 Any information submitted by the Design-Builder, and any interim decisions made by the Owner, shall be for the purpose of facilitating the design process and shall not modify the Owner’s Criteria unless the Owner Page 339 of 509 and Design-Builder execute a Modification. The parties acknowledge and agree that all tasks set forth below in this Article have been completed, notwithstanding use of the future tense. The Design -Build Amendment, which shall set forth the cost of the Project, is fully executed and attached here as Exhibit A. §4.1.2 The Design-Builder shall advise the Owner on proposed site use and improvements, selection of materials, and building systems and equipment. The Design-Builder shall also provide the Owner with recommendations, consistent with the Owner’s Criteria, on constructability; availability of materials and labor; time requirements for procurement, installation and construction; and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, li fe-cycle data, and possible cost reductions. Design-Builder has visited the site and become familiar with local conditions under which the Work is to be completed. §4.2 INTENTIONALLY OMITTED. §4.3 INTENTIONALLY OMITTED. §4.4 INTENTIONALLY OMITTED. ARTICLE 5 WORK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMENDMENT §5.1 Construction Documents §5.1.1 Upon the execution of the Design-Build Amendment, the Design-Builder shall prepare Construction Documents. The Construction Documents shall establish the quality levels of materials and systems required. The Construction Documents shall be consistent with the Design-Build Documents §5.1.2 The Design-Builder shall provide the Construction Documents to the Owner for the Owner’s information. If the Owner discovers any deviations between the Construction Documents and the Design -Build Documents, the Owner shall promptly notify the Design-Builder of such deviations in writing. The Construction Documents shall not modify the Design-Build Documents unless the Owner and Design-Builder execute a Modification. The failure of the Owner to discover any such deviations shall not relieve the Desi gn-Builder of the obligation to perform the Work in accordance with the Design -Build Documents. §5.2 Construction §5.2.1 Commencement. Except as permitted in Section 5.2.2, construction of the Regional Law Enforcement Training Facility and the Off-Site Infrastructure Improvements shall not commence prior to the date after the Owner has issued a Notice to Proceed and Design Builder has received all Required Permits, provided that Design Builder shall utilize commercially reasonable best efforts to submit and to obtain approval of Required Permits. §5.2.2 If the Owner and Design-Builder agree in writing, construction may proceed prior to the execution of the Design-Build Amendment. However, such authorization shall not waive the Owner’s right to reject the Design-Builder’s Proposal. §5.2.3 The Design-Builder shall supervise and direct the Work, using the Design-Builder’s best skill and attention. The Design-Builder shall be solely responsible for, and have control over, construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work under the Contract, unless the Design-Build Documents give other specific instructions concerning these matters. §5.2.4 The Design-Builder shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. Page 340 of 509 §5.3 Labor and Materials §5.3.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services, nece ssary for proper execution and completion of the Work, whether temporary or permanent, and whether or not incorporated or to be incorporated in the Work. §5.3.2 When a material or system is specified in the Design -Build Documents, the Design-Builder may make substitutions only in accordance with Article 6. §5.3.3 The Design-Builder shall enforce strict discipline and good order among the Design-Builder’s employees and other persons carrying out the Work. The Design -Builder shall not permit employment of unfit persons or persons not properly skilled in tasks assign ed to them. §5.4 Taxes The Design-Builder shall pay sales, consumer, use and similar taxes, for the Work provided by the Design -Builder that are legally enacted when the Design-Build Amendment is executed, whether or not yet effective or merely scheduled to go into effect. §5.5 Permits, Fees, Notices and Compliance with Laws §5.5.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall secure and pay for the building permit as well as any other permits, fees, licenses, and inspections by government agencies, necessary for proper execution of the Work and Substantial Completion of the Project. However, this does not include any fees or service provider accounts for operation of the facility, such as security monitoring, internet service, phone service, permanent power, water, garbage service, etc. §5.5.2 The Design-Builder shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, applicable to performance of the Work. §5.5.3 Concealed or Unknown Conditions. If the Design-Builder encounters conditions at the site that are (1)subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Design - Build Documents or (2) unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Design-Build Documents, the Design-Builder shall promptly provide notice to the Owner before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Owner shall promptly investigate such conditions and, if the Owner determines that they differ materially and cause an increase or decrease in the Design-Builder’s cost of, or time required for, performance of any part of the Work, shall recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Owner determines that the conditions at the site are not materially different from those indicated in the Design -Build Documents and that no change in the terms of the Contract is justified, the Owner shall promptly notify the Design -Builder in writing, stating the reasons. If the Design-Builder disputes the Owner’s determination or recommendation, the Design- Builder may proceed as provided in Article 14. §5.5.4 If, in the course of the Work, the Design-Builder encounters human remains, or recognizes the existence of burial markers, archaeological sites, or wetlands, not indicated in the Design-Build Documents, the Design-Builder shall immediately suspend any operations that would affect them and shall notify the Owner. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Design-Builder shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such rem ains or features may be made as provided in Article 14. Page 341 of 509 §5.6 Allowances §5.6.1 The Design-Builder shall include in the Contract Sum all allowances stated in the Design -Build Documents. Items covered by allowances shall be supplied for such amounts, and by such persons or entities as the Owner may direct, but the Design-Builder shall not be required to employ persons or entities to whom the Design - Builder has reasonable objection. §5.6.2 Unless otherwise provided in the Design-Build Documents, .1 allowances shall cover the cost to the Design-Builder of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 the Design-Builder’s costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance amounts, shall be included in the Contract Sum but not in the allowances; and .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 5.6.2.1 and (2) changes in Design-Builder’s costs under Section 5.6.2.2. §5.6.3 The Owner shall make selections of materials and equipment with reasonable promptness for allowances requiring Owner selection. §5.7 Key Personnel, Contractors and Suppliers §5.7.1 The Design-Builder shall not employ personnel, or contract with Contractors or suppliers to whom the Owner has made reasonable and timely objection. The Design -Builder shall not be required to contract with anyone to whom the Design-Builder has made reasonable and timely objection. §5.7.2 If the Design-Builder changes any of the personnel, Contractors or suppliers identified in the Design-Build Amendment, the Design-Builder shall notify the Owner and provide the name and qualifications of the new personnel, Contractor or supplier. The Owner may reply within 14 days to the Design-Builder in writing, stating (1) whether the Owner has reasonable objection to the proposed personnel, Contractor or supplier or (2) that the Owner requires additional time to review. Failure of the Owner to reply wi thin the 14-day period shall constitute notice of no reasonable objection. §5.7.3 Except for those persons or entities already identified or required in the Design -Build Amendment, the Design-Builder, as soon as practicable after execution of the Design-Build Amendment, shall furnish in writing to the Owner the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Owner may reply within 14 days to the Design-Builder in writing stating (1) whether the Owner has reasonable objection to any such proposed person or entity or (2) that the Owner requires additional time for review. Failure of the Owner to reply within the 14 -day period shall constitute notice of no reasonable objection. §5.7.3.1 If the Owner has reasonable objection to a person or entity proposed by the Design - Builder, the Design-Builder shall propose another to whom the Owner has no reasonable objection. If the rejected person or entity was reasonably capable of performing the W ork, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute person or entity’s Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Design -Builder has acted promptly and responsively in submitting names as required. Page 342 of 509 § 5.8 Documents and Submittals at the Site The Design Builder shall maintain at the site for the Owner one copy of the Construction Documents (excluding the Interim Agreement and Comprehensive Agreement), in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Submittals. The Design Builder shall deliver these items to the Owner in accordance with Section 9.10.2 as a record of the Work as constructed. § 5.9 Use of Site The Design-Builder shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, lawful orders of public authorities, and the Design -Build Documents, and shall not unreasonably encumber the site with materials or equipment. § 5.10 Cutting and Patching The Design-Builder shall not cut, patch or otherwise alter fully or partially completed construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Design-Builder shall not unreasonably withhold from the Owner or a separate contractor the Design-Builder’s consent to cutting or otherwise altering the Work. § 5.11 Cleaning-Up § 5.11.1 The Design-Builder shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Design -Builder shall remove waste materials, rubbish, the Design-Builder’s tools, construction equipment, machinery and surplus materials from and about the Project. § 5.11.2 If the Design-Builder fails to clean up as provided in the Design -Build Documents, the Owner may do so and Owner shall be entitled to reimbursement from the Design-Builder. § 5.12 Access to Work The Design-Builder shall provide the Owner and its separate contractors and consultants access to the Work in preparation and progress wherever located. The Design-Builder shall notify the Owner regarding Project safety criteria and programs, which the Owner, and its contractors and consultants, shall comp ly with while at the site. § 5.13 Intentionally Omitted. § 5.14 Intentionally Omitted. § 5.15 Intentionally Omitted. ARTICLE 6 CHANGES IN THE WORK § 6.1 General § 6.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order or Change Directive, subject to the limitations stated in this Article 6 and elsewhere in the Design-Build Documents. § 6.1.2 A Change Order shall be based upon agreement between the Owner and Design -Builder. The Owner may issue a Change Directive without agreement by the Design -Builder. § 6.1.3 Changes in the Work shall be performed under applicable provisions of the Design -Build Documents, and the Design-Builder shall proceed promptly, unless otherwise provided in the Change Order or Change Directive. Page 343 of 509 § 6.2 Change Orders A Change Order is a written instrument signed by the Owner and Design -Builder stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment, if any, in the Contract Sum or, if prior to execution of the Design - Build Amendment, the adjustment in the Design-Builder’s compensation; and .3 The extent of the adjustment, if any, in the Contract Time. § 6.3 Change Directives § 6.3.1 A Change Directive is a written order signed by the Owner directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or, if prior to execution of the Design -Build Amendment, the adjustment in the Design-Builder’s compensation, or Contract Time. The Owner may by Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder’s compensation, and Contract Time being adjusted accordingly. § 6.3.2 A Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 6.3.3 If the Change Directive provides for an adjustment to the Contract Sum or, if prior to execution of the Design-Build Amendment, an adjustment in the Design-Builder’s compensation, the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Design-Build Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 As provided in Section 6.3.7. § 6.3.4 If unit prices are stated in the Design-Build Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Design-Builder, the applicable unit prices shall be equitably adjusted. § 6.3.5 Upon receipt of a Change Directive, the Design-Builder shall promptly proceed with the change in the Work involved and advise the Owner of the Design-Builder’s agreement or disagreement with the method, if any, provided in the Change Directive for determining the proposed adjustment in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder’s compensation, or Contract Time. § 6.3.6 A Change Directive signed by the Design-Builder indicates the Design-Builder’s agreement therewith, including adjustment in Contract Sum or, if prior to execution of the Design -Build Amendment, the adjustment in the Design-Builder’s compensation, and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 6.3.7 If the Design-Builder does not respond promptly or disagrees with the method for adjustment in the Contract Sum or, if prior to execution of the Design-Build Amendment, the method for adjustment in the Design- Builder’s compensation, the Owner shall determine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase, Page 344 of 509 an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 6.3.3.3, the Design-Builder shall keep and present, in such form as the Owner may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Design-Build Documents, costs for the purposes of this Section 6.3.7 shall be limited to the following: .1 Additional costs of professional services; .2 Costs of labor, including social security, unemployment insurance, fringe benefits required by agreement or custom, and workers’ compensation insurance; .3 Costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed; .4 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Design-Builder or others; .5 Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and .6 Additional costs of supervision and field office personnel directly attributable to the change. § 6.3.8 The amount of credit to be allowed by the Design -Builder to the Owner for a deletion or change that results in a net decrease in the Contract Sum or, if prior to execution of the Design -Build Amendment, in the Design-Builder’s compensation, shall be actual net cost. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. § 6.3.9 Pending final determination of the total cost of a Change Directive to the Owner, the Design - Builder may request payment for Work completed under the Change Directive in Applications for Payment. The Owner will make an interim determination for purposes of certification for payment for those costs deemed to be reasonably justified. The Owner’s interim determination of cost shall adjust the Contract Sum or, if prior to execution of the Design-Build Amendment, the Design-Builder’s compensation, on the same basis as a Change Order, subject to the right of Design-Builder to disagree and assert a Claim in accordance with Article 14. § 6.3.10 When the Owner and Design-Builder agree with a determination concerning the adjustments in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder’s compensation and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Owner and Design -Builder shall execute a Change Order. Change Orders may be issued for all or any part of a Change Directive. ARTICLE 7 OWNER’S RESPONSIBILITIES § 7.1 General § 7.1.1 The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all Project matters requiring the Owner’s approval or authorization. § 7.1.2 The Owner shall render decisions in a timely manner and in accordance with the Design -Builder’s schedule agreed to by the Owner. The Owner shall furnish to the Design -Builder, within 15 days after receipt of a written request, information necessary and relevant for the Design-Builder to evaluate, give notice of or enforce mechanic’s lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner’s interest therein. § 7.2 Information and Services Required of the Owner Page 345 of 509 § 7.2.1 The Owner shall furnish information or services required of the Owner by the Design -Build Documents with reasonable promptness. § 7.2.2 The Owner shall provide, to the extent under the Owner’s control and if not required by the Design - Build Documents to be provided by the Design -Builder, the results and reports of prior tests, inspections or investigations conducted for the Project involving structural or mechanical systems; chemical, air and water pollution; hazardous materials; or environmental and subsurface conditions and information regarding the presence of pollutants at the Project site. Upon receipt of a written request fro m the Design-Builder, the Owner shall also provide surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site under the Owner’s control. § 7.2.3 The Owner shall promptly obtain easements, zoning variances, and legal authorizations or entitlements regarding site utilization where essential to the execution of the Project. § 7.2.4 The Owner shall cooperate with the Design-Builder in securing building and other permits, licenses and inspections. § 7.2.5 The services, information, surveys and reports required to be provided by the Owner under this Agreement, shall be furnished at the Owner's expense, and except as otherwise specifically provided in this Agreement or elsewhere in the Design-Build Documents or to the extent the Owner advises the Design-Builder to the contrary in writing, the Design-Builder shall be entitled to rely upon the accuracy and completeness thereof. In no event shall the Design-Builder be relieved of its responsibility to ex ercise proper precautions relating to the safe performance of the Work. § 7.2.6 If the Owner observes or otherwise becomes aware of a fault or defect in the Work or non - conformity with the Design-Build Documents, the Owner shall give prompt written notice thereof to the Design - Builder. § 7.2.7 Prior to the execution of the Design-Build Amendment, the Design-Builder may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s obligations under the Design-Build Documents and the Design-Builder’s Proposal. Thereafter, the Design-Builder may only request such evidence if (1) the Owner fails to make payments to the Design-Builder as the Design-Build Documents require; (2) a change in the Work materially changes the Contract Sum; or (3) the Design-Builder identifies in writing a reasonable concern regarding the Owner’s ability to make payment when due. The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work or the portion of the Work affected by a material change. After the Owner furnishes the evidence, the Owner shall not materially vary such financial arrangements without prior notice to the Design -Builder. § 7.2.8 Except as otherwise provided in the Design-Build Documents or when direct communications have been specially authorized, the Owner shall communicate through the Design -Builder with persons or entities employed or retained by the Design-Builder. § 7.2.9 Unless required by the Design-Build Documents to be provided by the Design-Builder, the Owner shall, upon request from the Design-Builder, furnish the services of geotechnical engineers or other consultants for investigation of subsurface, air and water conditions when such services are reasonably necessary to properly carry out the design services furnished by the Design-Builder. In such event, the Design-Builder shall specify the services required. Such services may include, but are not limited to, test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, and necessary operations for anticipating subsoil conditions. The services of geotechnical eng ineer(s) or other consultants shall include preparation and submission of all appropriate reports and professional recommendations. § 7.2.10 The Owner shall purchase and maintain insurance as set forth in Exhibit B. § 7.3 Submittals Page 346 of 509 §7.3.1 The Owner shall review and approve or take other appropriate action on Submittals. Review of Submittals is not conducted for the purpose of determining the accuracy and completeness of other details, such as dimensions and quantities; or for substantiating instructions for installation or performance of equipment or systems; or for determining that the Submittals are in conformance with the Design -Build Documents, all of which remain the responsibility of the Design-Builder as required by the Design-Build Documents. The Owner’s action will be taken with reasonable promptness while allowing sufficient time, which shall not to exceed seven (7) business days. The Owner’s review of Submittals shall not relieve the Design -Builder of the obligations under Sections 3.1.11, 3.1.12, and 5.2.3. The Owner’s review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Owner, of any construction means, methods, techniques, sequences or procedures. The Owner’s approval of a specific item shall not indicate approval of an assembly of which the item is a component. §7.3.2 Upon review of the Submittals required by the Design -Build Documents, the Owner shall notify the Design-Builder of any non-conformance with the Design-Build Documents the Owner discovers. §7.4 Visits to the site by the Owner shall not be construed to create an obligation on the part of the Owner to make on-site inspections to check the quality or quantity of the Work. The Owner shall neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, because these are solely the Design -Builder’s rights and responsibilities under the Design-Build Documents. §7.5 The Owner shall not be responsible for the Design-Builder’s failure to perform the Work in accordance with the requirements of the Design-Build Documents. The Owner shall not have control over or charge of, and will not be responsible for acts or omissions of the Design-Builder, Architect, Consultants, Contractors, or their agents or employees, or any other persons or entities performing portions of the Work for the Design -Builder. §7.6 The Owner has the authority to reject Work that does not conform to the Design -Build Documents. The Owner shall have authority to require inspection or testing of the Work in accordance with Section 15.5.2, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Owner nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the O wner to the Design-Builder, the Architect, Consultants, Contractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. §7.7 The Owner shall determine the date or dates of Substantial Completion in accordance with Section 9.8 and the date of final completion in accordance with Section 9.10. §7.8 Owner’s Right to Stop Work If the Design-Builder fails to correct Work which is not in accordance with the requirements of the Design -Build Documents as required by Section 11.2 or persistently fails to carry out Work in accordance with the Design -Build Documents, the Owner may issue a written order to the Design-Builder to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Design-Builder or any other person or entity, except to the extent required by Section 5.13.1.3. §7.9 Owner’s Right to Carry Out the Work If the Design-Builder defaults or neglects to carry out the Work in accordance with the Design -Build Documents and fails within a ten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case, an appropriate Change Order shall be issued deducting from payments then or thereafter due the Design -Builder the reasonable cost of correcting such deficiencies. If payments then or thereafter due the Design -Builder are not sufficient to cover such amounts, the Design-Builder shall pay the difference to the Owner. ARTICLE 8 TIME §8.1 Progress and Completion Page 347 of 509 §8.1.1 Time limits stated in the Design-Build Documents are of the essence of the Contract. By executing the Design-Build Amendment the Design-Builder confirms that the Contract Time is a reasonable period for performing the Work. §8.1.2 The Design-Builder shall not, except by agreement of the Owner in writing, commence the Work prior to the effective date of insurance, other than property insurance, required by this Contract. The Contract Time shall not be adjusted as a result of the Design-Builder’s failure to obtain insurance required under this Contract. §8.1.3 The Design-Builder shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. §8.2 Delays and Extensions of Time §8.2.1 If the Design-Builder is delayed at any time in the commencement or progress of the Work by an act of Force Majeure (as defined in the Comprehensive Agreement) or neglect of the Owner or of a consultant or separate contractor employed by the Owner; or by changes ordered in the Work by the Owner; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Design -Builder’s control; or by delay authorized by the Owner pending mediation and binding dispute resolution or by other causes that the Owner determines may justify delay, then the Contract Time shall be extended by Change Order and the contract sum increased for such reasonable time and reasonable sum as required by the delay. §8.2.2 Claims relating to time shall be made in accordance with applicable provisions of Article 14. §8.2.3 This Section 8.2 does not preclude recovery of damages for delay by either party under other provisions of the Design-Build Documents. ARTICLE 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION §9.1 Contract Sum The Contract Sum for the Regional Law Enforcement Training Facility is stated in the Design-Build Amendment. The Contract Sum for the Off-Site Infrastructure Improvements is stated in Exhibit H to this Agreement. §9.2 Schedule of Values The Contract Sum for the Regional Law Enforcement Training Facility is based on a stipulated sum. The Design- Builder shall receive payment in accordance with the schedule of values attached hereto as Exhibit D (the “Schedule of Values”), which allocates the entire Contract Sum for the Regional Law Enforcement Training Facility to the various portions of the Work. The Schedule of Values and the payment of the Contract Sum for the Regional Law Enforcement Training Facility shall be based upon the percentage of work completed as of the date indicated in the Application for Payment. The Schedule of Values shall be used as a basis for the Owner’s review of the Design - Builder’s Applications for Payment. The Contract Sum for the Off-Site Infrastructure Improvements is based upon the Cost of Work with a 6% development fee on all such costs. Each Application for Payment for the Off-Site Infrastructure Improvements shall be based upon the Cost of Work completed during the time period covered in the Application for Payment. §9.3 Applications for Payment §9.3.1 Progress Payments. In accordance with section 218.735 Florida Statutes, Owner shall make progress payments consistent with the Contract Price on the basis of Design -Builder's properly submitted and approved Applications for Payment, as recommended by the City’s consultant, ZHA, no later than the twenty-fifth (25th) business day after the date on which the City receives the properly submitted Application for Payment. All progress payments shall be on the basis of the progress of the work measured by the Schedule of Values, attached as Exhibit D. Page 348 of 509 § 9.3.1.1 Contractor shall submit monthly Applications for Payment on a PayApp generated by Procore. § 9.3.1.2 Progress payments shall equal ninety-five percent (95%) of the value of work completed to date, and may include materials and equipment not incorporated into the work but delivered and suitably stored and accompanied by documentation satisfactory to Owner in accordance with § 9.3.2 below, with the remaining five percent 5% of the w ork being retainage. § 9.3.1.3 Retainage shall be five (5) percent of work to date based on the progress payment, including all change orders, provided there shall be no retainage on code 00 00 00 Procurement and Contracting, code 01 00 000 General Requirements, code 02 00 00 Existing Conditions, and the Design-Builder’s Fee, as well as the cost of insurance or payment and performance bonds. § 9.3.1.4 At least five (5) days before the date established for each progress payment, the Design- Builder shall submit to the Owner an itemized Application for Payment for completed portions of the Work. § 9.3.1.5 As provided in Section 6.3.9, Applications for Payment may include requests for payment on account of changes in the Work that have been properly authorized by Change Directives, or by interim determinations of the Owner, but not yet included in Change Orders. § 9.3.1.6 Applications for Payment shall not include requests for payment for portions of the Work for which the Design-Builder does not intend to pay the Architect, Consultant, Contractor, material supplier, or other persons or entities providing services or work for the Design-Builder, unless such Work has been performed by others whom the Design -Builder intends to pay. § 9.3.2 Delivered and Stored Materials and Equipment. Unless otherwise provided in the Design-Build Documents, payments shall be made for services provided as well as materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Design-Builder with procedures satisfactory to the Owner to establish the Owner’s title to such materials and equipment or otherwise protect the Owner’s interest, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. § 9.3.3 Warranties. The Design-Builder warrants that title to all Work, other than Instruments of Service, covered by an Application for Payment will pass to the Owner no later than the time of payment. The Design-Builder further warrants that, upon submittal of an Application for Payment, all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Design-Builder’s knowledge, information and belief, be free and clear of liens, claim s, security interests or encumbrances in favor of the Design-Builder, Architect, Consultants, Contractors, material suppliers, or other persons or entities entitled to make a claim by reason of having provided labor, materials and equipment relating to the Work. § 9.4 Certificates for Payment The Owner shall, within seven days after receipt of the Design -Builder’s Application for Payment, issue to the Design-Builder a Certificate for Payment indicating the amount the Owner determines is properly due, and notify the Design-Builder in writing of the Owner’s reasons for withholding certification in whole or in part as provided in Section 9.5.1. § 9.5 Decisions to Withhold Certification Page 349 of 509 § 9.5.1 The Owner may withhold a Certificate for Payment in whole or in part to the extent reasonably necessary to protect the Owner due to the Owner’s determination that the Work has not progressed to the point indicated in the Design-Builder’s Application for Payment, or the quality of the Work is not in accordance with the Design-Build Documents. If the Owner is unable to certify payment in the amount of the Application, the Owner will notify the Design-Builder as provided in Section 9.4. If the Design-Builder and Owner cannot agree on a revised amount, the Owner will promptly issue a Certificate for Payment for the amount that the Owner deems to be due and owing. The Owner may also withhold a Certificate for Payment or, because of subsequently discovere d evidence, may nullify the whole or a part of a Certificate for Payment previously issued to such extent as may be necessary to protect the Owner from loss for which the Design -Builder is responsible because of: .1 defective Work, including design and construction, not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Design-Builder; .3 failure of the Design-Builder to make payments properly to the Architect, Consultants, Contractors or others, for services, labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or a separate contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or .7 repeated failure to carry out the Work in accordance with the Design -Build Documents. § 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.5.3 If the Owner withholds certification for payment under Section 9.5.1.3, the Owner may, at its sole option, issue joint checks to the Design-Builder and to the Architect or any Consultants, Contractor, material or equipment suppliers, or other persons or entities providing services or work for the Design -Builder to whom the Design-Builder failed to make payment for Work properly performed or material or equipment suitably delivered. § 9.6 Progress Payments § 9.6.1 After the Owner has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Design-Build Documents. § 9.6.2 The Design-Builder shall pay each Architect, Consultant, Contractor, and other person or entity providing services or work for the Design -Builder no later than the time period required by applicable law, but in no event more than seven days after receipt of payment from the Owner the amount to which the Architect, Consultant, Contractor, and other person or entity providing services or work for the Design -Builder is entitled, reflecting percentages actually retained from payments to the Design-Builder on account of the portion of the Work performed by the Architect, Consultant, Contractor, or other person or entity. The Design -Builder shall, by appropriate agreement with each Architect, Consultant, Contractor, and other person or entity providing se rvices or work for the Design-Builder, require each Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder to make payments to subconsultants and subcontractors in a similar manner. § 9.6.3 The Owner will, on request and if practicable, furnish to the Architect, a Consultant, Contractor, or other person or entity providing services or work for the Design -Builder, information regarding percentages of completion or amounts applied for by the Design-Builder and action taken thereon by the Owner on account of Page 350 of 509 portions of the Work done by such Architect, Consultant, Contractor or other person or entity providing services or work for the Design-Builder. §9.6.4 The Owner has the right to request written evidence from the Design-Builder that the Design- Builder has properly paid the Architect, Consultants, Contractors, or other person or entity providing services or work for the Design-Builder, amounts paid by the Owner to the Design-Builder for the Work. If the Design-Builder fails to furnish such evidence within seven days, the Owner shall have the right to contact the Architect, Consultants, and Contractors to ascertain whether they have been properly pa id. The Owner shall have no obligation to pay or to see to the payment of money to a Consultant or Contractor, except as may otherwise be required by law. §9.6.5 Design-Builder payments to material and equipment suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. §9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Design -Build Documents. § 9.6.7 Unless the Design-Builder provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Design-Builder for Work properly performed by the Architect, Consultants, Contractors and other person or entity providing services or work for the Design-Builder, shall be held by the Design-Builder for the Architect and those Consultants, Contractors, or other person or entity providing services or work for the Design-Builder, for which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Design -Builder, shall create any fiduciary liability or tort liability on the part of the Design -Builder for breach of trust or shall entitle any person or entity to an award of punitive damages against the Design-Builder for breach of the requirements of this provision. §9.7 Failure of Payment If the Owner does not issue a Certificate for Payment, through no fault of the Design -Builder, within the time required by the Design-Build Documents, then the Design-Builder may, upon seven additional days’ written notice to the Owner, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Design -Builder’s reasonable costs of shut-down, delay and start-up, plus interest as provided for in the Design-Build Documents. §9.8 Substantial Completion §9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Work for its intended use. The date of Substantial Completion is the date certified by the Owner in accordance with this Section 9.8. §9.8.2 When the Design-Builder considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, and in accordance with Florida Statutes Section §218.735, within 45 days if over $10 million construction cost, the Owner and Contractor shall work together to develop the single list of items and the estimated cost to complete each item on the list required to render complete, satisfactory, and acceptable the construction services purchased by the Owner. Failure to include an item on such list does not alter the responsibility of the Design-Builder to complete all Work in accordance with the Design-Build Documents. §9.8.3 Upon receipt of the Design-Builder’s list, the Owner shall make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Owner’s inspection discloses any item, whether or not included on the Design-Builder’s list, which is not sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Design-Builder shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Owner. In such case, the Design-Builder shall then submit a request for another inspection by the Owner to determine Substantial Completion. Page 351 of 509 §9.8.4 Prior to issuance of the Certificate of Substantial Completion under Section 9.8.5, the Owner and Design-Builder shall discuss and then determine the parties’ obligations to obtain and maintain property insurance following issuance of the Certificate of Substantial Completion. §9.8.5 When the Work or designated portion thereof is substantially complete, the Design -Builder will prepare for the Owner’s signature a Certificate of Substantial Completion that shall, upon the Owner’s signature, establish the date of Substantial Completion; establish responsibilities of the Owner and Design-Builder for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Design -Builder shall finish all items on the list accompanying the Certificat e. Warranties required by the Design-Build Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. §9.8.6 The Certificate of Substantial Completion shall be submitted by the Design-Builder to the Owner for written acceptance of responsibilities assigned to it in the Certificate. Upon the Owner’s acceptance, and consent of surety, if any, the Owner shall make payment of retainage applying to the Work or designated portion thereof. Payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Design - Build Documents. §9.9 Partial Occupancy or Use §9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Design -Builder, provided such occupancy or use is consented to, by endorsement or otherwise, b y the insurer providing property insurance and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Design-Builder have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Wo rk and commencement of warranties required by the Design-Build Documents. When the Design-Builder considers a portion substantially complete, the Design-Builder shall prepare and submit a list to the Owner as provided under Section 9.8.2. Consent of the Design-Builder to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Design -Builder. §9.9.2 Immediately prior to such partial occupancy or use, the Owner and Design -Builder shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. §9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Design -Build Documents. §9.10 Final Completion and Final Payment §9.10.1 Upon receipt of the Design-Builder’s written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Owner will promptly make such inspection. When the Owner finds the Work acceptable under the Design-Build Documents and the Contract fully performed, the Owner will, subject to Section 9.10.2, promptly issue a final Certificate for Payment. § 9.10.1.1. Final Payment. Within 20 business days after the list is created at Substantial Completion, upon receipt of a proper invoice or Application for Payment, the Owner shall pay the contractor the remaining contract balance that includes all retainage previously withheld b y the Owner less an amount equal to one hundred five percent (105%) of the estimated cost to complete the items on the list, less any liquidated damages. Upon completion of all items on the list, the Design-Builder may submit a payment request for the amount withheld by the Owner. If a good faith dispute exists as to whether one or more items identified on the list have been completed pursuant to the contract, the local governmental entity may continue to withhold up to one hundred five percent (105%) of the total costs to complete such items. If the Owner has provided written notice to the Design-Builder specifying the failure of the contractor to meet contract Page 352 of 509 requirements in the development of the list of items to be completed, the Owner must pay the contractor the remaining balance of the contract, less an amount equal to one hundred five percent (105%) of the estimated cost to complete the uncompleted items. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Design - Builder submits to the Owner (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work, for which the Own er or the Owner’s property might be responsible or encumbered, (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Design-Build Documents to remain in force after final payment is currently in effect, (3) a written statement that the Design-Builder knows of no substantial reason that the insurance will not be renewable to cover the period required by the Design-Build Documents, (4) consent of surety, if any, to final pa yment, (5) as- constructed record copy of the Construction Documents marked to indicate field changes and selections made during construction, (6) manufacturer’s warranties, product data, and maintenance and operations manuals, and (7) if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, or releases and waivers of liens, claims, security interests, or encumbrances, arising out of the Contract, to the extent and in such form as may be designated by the Owner. If an Architect, a Consultant, or a Contractor, or other person or entity providing services or work for the Design-Builder, refuses to furnish a release or waiver required by the Owner, the Design-Builder may furnish a bond satisfactory to the Owner to indemnify the Owner against such liens, claims, security interests, or encumbrances. If such liens, claims, security interests, or encumbrances remains unsatisfied after payments are made, the Design-Builder shall refund to the Owner all money that the Owner may be compelled to pay in discharging such liens, claims, security interests, or encumbrances, including all costs and reasonable attorneys’ fees. § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Design-Builder or by issuance of Change Orders affecting final completion, the Owner shall, upon application by the Design-Builder, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Design -Build Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Design-Builder to the Owner prior to issuance of payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from: .1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Design-Build Documents; or .3 terms of special warranties required by the Design-Build Documents. § 9.10.5 Acceptance of final payment by the Design-Builder shall constitute a waiver of claims by the Design- Builder except those previously made in writing and identified by the Design -Builder as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 Safety Precautions and Programs The Design-Builder shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. § 10.2 Safety of Persons and Property § 10.2.1 The Design-Builder shall be responsible for precautions for the safety of, and reasonable protection to prevent damage, injury or loss to: Page 353 of 509 .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Design -Builder or the Architect, Consultants, or Contractors, or other person or entity providing services or wor k for the Design-Builder; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, or structures and utilities not designated for removal, relocation or replacement in the course of construction. § 10.2.2 The Design-Builder shall comply with, and give notices required by, applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, bearing on safety of persons or property, or their protection from damage, in jury or loss. § 10.2.3 The Design-Builder shall implement, erect, and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations, and notify owners and users of adjacent sites and utilities of the safeguards and protections. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment, or unusual methods, are necessary for execution of the Work, the Design -Builder shall exercise utmost care, and carry on such activities under supervision of properly qualified personnel. § 10.2.5 The Design-Builder shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Design -Build Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3, caused in whole or in part by the Design-Builder, the Architect, a Consultant, a Contractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Design-Builder is responsible under Sections 10.2.1.2 and 10.2.1.3; except damage or loss attributable to acts or omissions of the Owner, or anyone directly or indirectly employed by the Owner, or by anyone for whose acts the Owner may be liable, and not attributable to the fault or negligence of the Design -Builder. The foregoing obligations of the Design-Builder are in addition to the Design-Builder’s obligations under Section 3.1.14. § 10.2.6 The Design-Builder shall designate a responsible member of the Design-Builder’s organization, at the site, whose duty shall be the prevention of accidents. This person shall be the Design -Builder’s superintendent unless otherwise designated by the Design-Builder in writing to the Owner. § 10.2.7 The Design-Builder shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 Injury or Damage to Person or Property. If the Owner or Design-Builder suffers injury or damage to person or property because of an act or omission of the other, or of others for whose acts such party is legally responsible, written notice of the injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.3 Hazardous Materials § 10.3.1 The Design-Builder is responsible for compliance with any requirements included in the Design - Build Documents regarding hazardous materials. If the Design -Builder encounters a hazardous material or substance not addressed in the Design-Build Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Design-Builder, the Design-Builder shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner in writing. Page 354 of 509 § 10.3.2 Upon receipt of the Design-Builder’s written notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Design -Builder and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Design-Build Documents, the Owner shall furnish in writing to the Design -Builder the names and qualifications of persons or entities who are to perform tests verify ing the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Design-Builder will promptly reply to the Owner in writing stating whether or not the Design -Builder has reasonable objection to the persons or entities proposed by the Owner. If the Design -Builder has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Design -Builder has no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Design -Builder. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Design-Builder’s reasonable additional costs of shut-down, delay and start-up. § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Design - Builder, the Architect, Consultants, and Contractors, and employees of any of them, from and against claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work in the affected area, if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to, or destruction of, tangible property (other than the Work itself), except to the extent that such damage, loss or expense is due to the fault or negligence of the party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for materials or substances the Design- Builder brings to the site unless such materials or substances are required by the Owner’s Criteria. The Owner shall be responsible for materials or substances required by the Owner’s Criteria, except to the exte nt of the Design- Builder’s fault or negligence in the use and handling of such materials or substances. § 10.3.5 The Design-Builder shall indemnify the Owner for the cost and expense the Owner incurs (1) for remediation of a material or substance the Design-Builder brings to the site and negligently handles, or (2) where the Design-Builder fails to perform its obligations under Section 10.3.1, except to the extent that the cost and expense are due to the Owner’s fault or negligence. § 10.3.6 If, without negligence on the part of the Design-Builder, the Design-Builder is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Design-Build Documents, the Owner shall indemnify the Design-Builder for all cost and expense thereby incurred. § 10.4 Emergencies In an emergency affecting safety of persons or property, the Design -Builder shall act, at the Design-Builder’s discretion, to prevent threatened damage, injury or loss. ARTICLE 11 UNCOVERING AND CORRECTION OF WORK § 11.1 Uncovering of Work The Owner may request to examine a portion of the Work that the Design -Builder has covered to determine if the Work has been performed in accordance with the Design -Build Documents. If such Work is in accordance with the Design-Build Documents, the Owner and Design-Builder shall execute a Change Order to adjust the Contract Time and Contract Sum, as appropriate. If such Work is not in accordance with the Design -Build Documents, the costs of uncovering and correcting the Work shall be at the Design-Builder’s expense and the Design-Builder shall not be entitled to a change in the Contract Time unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs and the Contract Time will be adjusted as appropriate. Page 355 of 509 §11.2 Correction of Work §11.2.1 Before or After Substantial Completion. The Design-Builder shall promptly correct Work rejected by the Owner or failing to conform to the requirements of the Design -Build Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for any design consultant employed by the Owner whose expenses a nd compensation were made necessary thereby, shall be at the Design-Builder’s expense. §11.2.2 After Substantial Completion §11.2.2.1 In addition to the Design-Builder’s obligations under Section 3.1.12, if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1, or by terms of an applicable special warranty required by the Design- Build Documents, any of the Work is found not to be in accordance with the requirements of the Design -Build Documents, the Design-Builder shall correct it promptly after receip t of written notice from the Owner to do so unless the Owner has previously given the Design-Builder a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of the Work, if the Owner fails to notify the Design-Builder and give the Design-Builder an opportunity to make the correction, the Owner waives the rights to require correction by the Design-Builder and to make a claim for breach of warranty. If the Design-Builder fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner, the Owner may correct it in accordance with Section 7.9. §11.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. §11.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Design-Builder pursuant to this Section 11.2. §11.2.3 The Design-Builder shall remove from the site portions of the Work that are not in accordance with the requirements of the Design-Build Documents and are neither corrected by the Design-Builder nor accepted by the Owner. §11.2.4 The Design-Builder shall bear the cost of correcting destroyed or damaged construction of the Owner or separate contractors, whether completed or partially completed, caused by the Design -Builder’s correction or removal of Work that is not in accordance with the requirements of the Design-Build Documents. §11.2.5 Nothing contained in this Section 11.2 shall be construed to establish a period of limitation with respect to other obligations the Design-Builder has under the Design-Build Documents. Establishment of the one-year period for correction of Work as described in Section 11.2.2 relates only to the specific obligation of the Design -Builder to correct the Work, and has no relationship to the time within which the obligation to comply with the Design -Build Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Design-Builder’s liability with respect to the Design-Builder’s obligations other than specifically to correct the Work. §11.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Design -Build Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 12 COPYRIGHTS AND LICENSES Page 356 of 509 §12.1 Drawings, specifications, and other documents furnished by the Design -Builder, including those in electronic form, are Instruments of Service. The Design -Builder, and the Architect, Consultants, Contractors, and any other person or entity providing services or work for any of them, shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and shall retain all common law, statutory and other reserved rights, including copyrights. Subm ission or distribution of Instruments of Service to meet official regulatory requirements, or for similar purposes in connection with the Project, is not to be construed as publication in derogation of the reserved rights of the Design-Builder and the Architect, Consultants, and Contractors, and any other person or entity providing services or work for any of them. §12.2 The Design-Builder and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. §12.3 Upon execution of the Agreement, the Design-Builder grants to the Owner a limited, irrevocable and non - exclusive license to use the Instruments of Service solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the Owner substantially performs its obligations, including prompt payment of all sums when due, under the Design -Build Documents. The license granted under this section permits the Owner to authorize its consultants and separate contractors to reproduce applicable portions of the Instruments of Service solely and exclusively for use in performing services or construction for the Project. If the Design-Builder rightfully terminates this Agreement for cause as provided in Section 13.1.4 or 13.2.1 the license granted in this Section 12.3 shall terminate. §12.3.1 The Design-Builder shall obtain non-exclusive licenses from the Architect, Consultants, and Contractors, that will allow the Design-Builder to satisfy its obligations to the Owner under this Article 12. The Design-Builder’s licenses from the Architect and its Consultants and Contractors shall also allow the Owner, in the event this Agreement is terminated for any reason other than the default of the Owner or in the event the Design - Builder’s Architect, Consultants, or Contractors terminate their agreements with the Design-Builder for cause, to obtain a limited, irrevocable and non-exclusive license solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the Owner (1) agrees to pay to the Architect, Consultant or Contractor all amounts due, and (2) provide the Architect, Consultant or Contractor with the Owner’s written agreement to indemnify and hold harmless the Architect, Consultant or Contractor from all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner’s alteration or use of the Instruments of Service. §12.3.2 In the event the Owner alters the Instruments of Service without the author’s written authorization or uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Design-Builder, Architect, Consultants, Contractors and any other person or entity providing services or work for any of them, from all claims and causes of action arising from or related to such uses. The Owner, to the extent permitted by law, further agrees to indemnify and hold harmless the Design-Builder, Architect, Consultants, Contractors and any other person or entity providing services or work for any of them, from all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any th ird person or entity to the extent such costs and expenses arise from the Owner’s alteration or use of the Instruments of Service under this Section 12.3.2. The terms of this Section 12.3.2 shall not apply if the Owner rightfully terminates this Agreement for cause under Sections 13.1.4 or 13.2.2. ARTICLE 13 TERMINATION OR SUSPENSION §13.1 Termination or Suspension Prior to Execution of the Design-Build Amendment §13.1.1 If the Owner fails to make payments to the Design -Builder for Work prior to execution of the Design-Build Amendment in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Design-Builder’s option, cause for suspension of performance of services under this Agreement. If the Design-Builder elects to suspend the Work, the Design-Builder shall give seven days’ written notice to the Owner before suspending the Work. In the event of a suspension of the Work, the Design-Builder shall have no liability to the Owner for delay or damage caused by the suspension of the Work. Before resuming the Work, the Design-Builder shall be paid all sums due prior to suspension and any expenses Page 357 of 509 incurred in the interruption and resumption of the Design -Builder’s Work. The Design-Builder’s compensation for, and time to complete, the remaining Work shall be equitably adjusted. §13.1.2 If the Owner suspends the Project, the Design-Builder shall be compensated for the Work performed prior to notice of such suspension. When the Project is resumed, the Design -Builder shall be compensated for expenses incurred in the interruption and resumption of the Design-Builder’s Work. The Design- Builder’s compensation for, and time to complete, the remaining Work shall be equitably adjusted. §13.1.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Design-Builder, the Design-Builder may terminate this Agreement by giving not less than seven days’ written notice. §13.1.4 Either party may terminate this Agreement upon not less than seven days’ written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. §13.1.5 The Owner may terminate this Agreement upon not less than seven days’ written notice to the Design-Builder for the Owner’s convenience and without cause. §13.1.6 In the event of termination not the fault of the Design-Builder, the Design-Builder shall be compensated for Work performed prior to termination, together with Reimbursable Expenses then due and any other expenses directly attributable to termination for which the Design-Builder is not otherwise compensated. In no event shall the Design-Builder’s compensation under this Section 13.1.6 be greater than the compensation set forth in Section 2.1. §13.2 Termination or Suspension Following Execution of the Design-Build Amendment §13.2.1 Termination by the Design-Builder §13.2.1.1 The Design-Builder may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Design -Builder, the Architect, a Consultant, or a Contractor, or their agents or employees, or any other persons or ent ities performing portions of the Work under direct or indirect contract with the Design-Builder, for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 An act of government, such as a declaration of national emergency that requires all Work to be stopped; .3 Because the Owner has not issued a Certificate for Payment and has not notified the Design -Builder of the reason for withholding certification as provided in Section 9.5.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Design -Build Documents; or .4 The Owner has failed to furnish to the Design -Builder promptly, upon the Design-Builder’s request, reasonable evidence as required by Section 7.2.7. §13.2.1.2 The Design-Builder may terminate the Contract if, through no act or fault of the Design - Builder, the Architect, a Consultant, a Contractor, or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Design-Builder, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 13.2.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 12 0 days in any 365-day period, whichever is less. §13.2.1.3 If one of the reasons described in Section 13.2.1.1 or 13.2.1.2 exists, the Design-Builder may, upon seven days’ written notice to the Owner, terminate the Contract and recover from the Owner payment for Page 358 of 509 Work executed, including reasonable overhead and profit, costs incurred by reason of such termination, and damages. § 13.2.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Design-Builder or any other persons or entities performing portions of the Work under contract with the Design - Builder because the Owner has repeatedly failed to fulfill the Owner’s obligations under the Design-Build Documents with respect to matters important to the progress of the Work, the Design -Builder may, upon seven additional days’ written notice to the Owner, terminate the Contract and recover fro m the Owner as provided in Section 13.2.1.3. § 13.2.2 Termination by the Owner for Cause § 13.2.2.1 The Owner may terminate the Contract if the Design-Builder: .1 fails to submit the Proposal by the date required by this Agreement, or if no date is indicated, within a reasonable time consistent with the date of Substantial Completion; .2 repeatedly refuses or fails to supply an Architect, or enough properly skilled Consultants, Contractors, or workers or proper materials; .3 fails to make payment to the Architect, Consultants, or Contractors for services, materials or labor in accordance with their respective agreements with the Design-Builder; .4 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .5 is otherwise guilty of substantial breach of a provision of the Design -Build Documents. § 13.2.2.2 When any of the above reasons exist, the Owner may without prejudice to any other rights or remedies of the Owner and after giving the Design -Builder and the Design-Builder’s surety, if any, seven days’ written notice, terminate employment of the Design-Builder and may, subject to any prior rights of the surety: .1 Exclude the Design-Builder from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Design-Builder; .2 Accept assignment of the Architect, Consultant and Contractor agreements pursuant to Section 3.1.15; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Design-Builder, the Owner shall furnish to the Design-Builder a detailed accounting of the costs incurred by the Owner in finishing the Work. § 13.2.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 13.2.2.1, the Design-Builder shall not be entitled to receive further payment until the Work is finished. § 13.2.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Design -Builder. If such costs and damages exceed the unpaid balance, the Design-Builder shall pay the difference to the Owner. The obligation for such payments shall survive termination of the Contract. § 13.2.3 Suspension by the Owner for Convenience § 13.2.3.1 The Owner may, without cause, order the Design-Builder in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. Page 359 of 509 § 13.2.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 13.2.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Design-Builder is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. § 13.2.4 Termination by the Owner for Convenience § 13.2.4.1 The Owner may, at any time, terminate the Contract for the Owner’s convenience and without cause. § 13.2.4.2 Upon receipt of written notice from the Owner of such termination for the Owner’s convenience, the Design-Builder shall: .1 cease operations as directed by the Owner in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and, .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing Project agreements, including agreements with the Architect, Consultants, Contractors, and purchase orders, and enter into no further Project agreements and purchase orders. § 13.2.4.3 In case of such termination for the Owner’s convenience, the Design -Builder shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed. ARTICLE 14 CLAIMS AND DISPUTE RESOLUTION § 14.1 Claims § 14.1.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, or other relief with respect to the terms of the Contract. The term “Claim” also includes other disputes and matters in question between the Owner and Design-Builder arising out of or relating to the Contract. The responsibility to substantiate Claims shall rest with the party making the Claim. § 14.1.2 Time Limits on Claims. The Owner and Design-Builder shall commence all claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other, arising out of or related to the Contract in accordance with the requirements of the binding dispute resolution method selected in Section 1.3, within the time period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Design-Builder waive all claims and causes of action not commenced in accordance with this Section 14.1.2. § 14.1.3 Notice of Claims § 14.1.3.1 Prior To Final Payment. Prior to Final Payment, Claims by either the Owner or Design - Builder must be initiated by written notice to the other party within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the con dition giving rise to the Claim, whichever is later. § 14.1.3.2 Claims Arising After Final Payment. After Final Payment, Claims by either the Owner or Design-Builder that have not otherwise been waived pursuant to Sections 9.10.4 or 9.10.5, must be initiated Page 360 of 509 by prompt written notice to the other party. The notice requirement in Section 14.1.3.1 and the Initial Decision requirement as a condition precedent to mediation in Section 14.2.1 shall not apply. §14.1.4 Continuing Contract Performance. Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article 13, the Design-Builder shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Design -Build Documents. §14.1.5 Claims for Additional Cost. If the Design-Builder intends to make a Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the portion of the Work that relates to the Claim. Prior notice is not required for Claims rel ating to an emergency endangering life or property arising under Section 10.4. §14.1.6 Claims for Additional Time §14.1.6.1 If the Design-Builder intends to make a Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Design-Builder’s Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay, only one Claim is necessary. §14.1.6.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated, and had an adverse effect on the scheduled construction. §14.1.7 Claims for Consequential Damages The Design-Builder and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes: .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Design-Builder for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination in accordance with Article 13. Nothing contained in this Section 14.1.7 shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of the Design-Build Documents. §14.2 Initial Decision §14.2.1 An initial decision shall be required as a condition precedent to mediation of all Claims between the Owner and Design-Builder initiated prior to the date final payment is due, excluding those arising under Sections 10.3 and 10.4 of the Agreement and Sections B.3.2.9 and B.3.2.10 of Exhibit B to this Agreement, unless 30 days have passed after the Claim has been initiated with no decision having been rendered. Unless otherwise mutually agreed in writing, the Owner shall render the initial decision on Claims. §14.2.2 Procedure §14.2.2.1 Claims Initiated by the Owner. If the Owner initiates a Claim, the Design-Builder shall provide a written response to Owner within ten days after receipt of the notice required under Section 14.1.3.1. Thereafter, the Owner shall render an initial decision within ten days of receiving the Design - Builder’s response: (1) withdrawing the Claim in whole or in part, (2) approving the Claim in whole or in part, or (3) suggesting a compromise. Page 361 of 509 §14.2.2.2 Claims Initiated by the Design-Builder. If the Design-Builder initiates a Claim, the Owner will take one or more of the following actions within ten days after receipt of the notice required under Section 14.1.3.1: (1) request additional supporting data, (2) render an initial decision rejecting the Claim in whole or in part, (3) render an initial decision approving the Claim, (4) suggest a compromise or (5)indicate that it is unable to render an initial decision because the Owner lacks sufficient information to evaluate the merits of the Claim. §14.2.3 In evaluating Claims, the Owner may, but shall not be obligated to, consult with or seek information from persons with special knowledge or expertise who may assist the Owner in rendering a decision. The retention of such persons shall be at the Owner’s e xpense. §14.2.4 If the Owner requests the Design-Builder to provide a response to a Claim or to furnish additional supporting data, the Design-Builder shall respond, within ten days after receipt of such request, and shall either (1) provide a response on the requested supporting data, (2) advise the Owner when the response or supporting data will be furnished or (3) advise the Owner that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Owner will either reject or approve the Claim in whole or in part. §14.2.5 The Owner’s initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) identify any change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation and, if the parties fail to resolve their dispute through mediation, to binding dispute resolution. §14.2.6 Either party may file for mediation of an initial decision at any time, subject to the terms of Section 14.2.6.1. §14.2.6.1 Either party may, within 30 days from the date of an initial decision, demand in writing that the other party file for mediation within 60 days of the initial decision. If such a demand is made and the party receiving the demand fails to file for mediation within the time required, then both parties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision. §14.2.7 In the event of a Claim against the Design-Builder, the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Design -Builder’s default, the Owner may, but is not obligated to, notify the surety and request the surety’s assistance in resolving the controversy. §14.2.8 If a Claim relates to or is the subject of a mechanic’s lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. §14.3 Mediation §14.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract, except those waived as provided for in Sections 9.10.4, 9.10.5, and 14.1.7, shall be subject to mediation as a condition precedent to binding dispute resolution. §14.3.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect o n the date of the Agreement or a Florida Supreme Court-certified mediator acceptable to both parties who has experience mediating construction disputes. A request for mediation shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of binding dispute resolution proceedings but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration proceeding is stayed pursuant to this Section 14.3.2, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. Page 362 of 509 § 14.3.3 The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction. § 14.4 Intentionally Omitted.. ARTICLE 15 MISCELLANEOUS PROVISIONS § 15.1 Governing Law The Contract shall be governed by the law of the place where the Project is located, the State of Florida, except that, if the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 14.4. 15.1.1 Public Records (a) IF THE CONTRACTOR/DESIGN-BUILDER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR/DESIGN- BUILDER’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Records Manager Office of the City Clerk 1 North Bluford Avenue Ocoee, FL 34761 (407) 905-3105 ccdl@ocoee.org (b) Design-Builder shall comply with public records laws, specifically to: 1. Keep and maintain public records required by the Owner (hereinafter the “public agency”) to perform the service. 2. Upon request from the public agency’s custodian of public records, provide the Owner with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contra ctor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all pub lic records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon Page 363 of 509 completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency. § 15.1.2 No Waiver of Sovereign Immunity Nothing contained herein shall be construed as a waiver of any immunity or limitation of liability the City may be entitled to under the doctrine of sovereign immunity or Section 768.28, Florida Statutes. § 15.1.3 E-Verify Design-Builder certifies that it does not employ, contract with, or subcontract with an unauthorized alien, and is otherwise in full compliance with section 448.095, Florida Statutes. In accordance with Section 448.095, Florida Statutes, and Section (5) thereto, Design -Builder shall register and utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility and work authorization status of all new employees it hires on or after the effective date of this Agreement and thereafter during the remaining term of this Agreement, including subcontractors. If and to the extent the Agreement meets the criteria set forth at 48 C.F.R. § 52.222-54(e), the criteria of 48 C.F.R. § 52.222-54 are hereby incorporated by reference into this Agreement as if fully set forth herein. Design Builder covenants and agrees that, if the City has a good faith belief that De sign Builder has knowingly violated, or if Design Builder is found to have violated this Section, section 448.095, Florida Statutes, or any presidential Executive order and subsequent Federal Acquisition Regulation (FAR) requiring federal contractors to use E-Verify, if applicable, then the following shall be true: (i) such shall be a material breach of this Contract by Contractor; (ii) Contractor shall indemnify, defend, and hold harmless the City from any fines or penalties levied by a government agency, including the loss or repayment of grant funds by the City; (iii) the City may terminate this Contract immediately and without penalty and such termination shall not be or be considered a breach of this Contract; and (iv) Contractor shall be liable for any additional costs incurred by the City as a result of the termination of the Contract. Contractor acknowledges and understands that, if the City terminates this Contract in accordance with this Section, the Contractor shall be ineligible for award of a public contract for at least one (1) year after the date on which the Contract was terminated. § 15.1.4 Independent Contractor Although this project is being developed through a public-private partnership, Design-Builder understands and acknowledges that it is an independent contractor of, and not an employee of the City. As a result, the City will not withhold income taxes or pay any employee taxes on its behalf; nor will Design -Builder receive any benefits of an employee. Design-Builder shall not have any authority to assume or create any obligations, express or implied, on behalf of the City and shall have no authority to repre sent the City as agent, employee, or in any other capacity except as authorized by the City in writing. § 15.1.5 Use, Possession or Sale of Alcohol or Drugs. Design-Builder, its officers, directors, employees and agents shall cooperate and comply with the provisions of the Federal Drug -Free Workplace Act of 1988 or any successor thereto, concerning the use, possession or sale of alcohol or drugs. § 15.1.6 Nondiscrimination and Americans with Disabilities Act . Design-Builder shall not unlawfully discriminate against any person in the operations and activities in the use or expenditure of the funds or any portion of the funds provided by this Contract. Design -Builder agrees it shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any Services funded by City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In performing under this Agreement, Design-Builder agrees that it shall not commit an unfair employment practice in violation of any state or federal law and that it shall not discriminate against any member of the public, employee or applicant for employment for work under this Agreement because of race, color, religion, gender, sexual orientation, age, national origin, political affiliation, or disability and shall take a ffirmative steps to ensure that Page 364 of 509 applicants are employed and employees are treated during employment without regard to race, color, religion, gender, sexual orientation, age, national origin, political affiliation, or disability. § 15.1.7 No Conflict of Interest. Design-Builder certifies that no City of Ocoee employee, Mayor, Commissioner, other City Official, or City Consultant owns assets or capital stock, directly or indirectly, in Design-Builder, nor would benefit directly or indirectly by the profits or emo luments of this Agreement. Design-Builder further certifies that no member of its ownership or management is an employee, an elected officer of the City, or is presently applying for an employee position or seeking an elect ed position with the City. § 15.1.7 Not an Entity of a Foreign Country of Concern. Design-Builder certifies that, in accordance with section 287.138, Florida Statutes, neither the People’s Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People’s Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolas Maduro, nor the Syrian Arab Republic (hereinafter, collectively or individually, a “Foreign County of Concern”) own or has a controlling interest in Design -Builder. Design- Builder is not organized under the law of, or has its principal place of business in a Foreign Country of Concern. Design-Builder agrees to notify the City if a Foreign County of Concern acquires a controlling interest in Design-Builder, or Design-Builder becomes organized under, or relocates to a Foreign Country of Concern, at which point, no contracts may be executed, renewed, or extended between the parties. 15.1.8. Human Trafficking Prohibited. Design-Builder affirms that section 787.06(13), Florida Statutes, prohibits the City of Ocoee from executing, renewing, or extending a contract to entities that use coercion for labor or services. Contractor, therefore, hereby attests, under penalty of pe rjury, that Contractor does not use coercion for labor or services as defined in section 787.06(2), Florida Statutes. 15.1.9. Scrutinized Company Certification. Design-Builder certifies that the company is not participating in a boycott of Israel. Design-Builder certifies that it is not on the Scrutinized Companies that Boycott Israel List, not on the Scrutinized Companies with Activities in Sudan List, not on th e Scrutinized Companies with activities in the Iran Petroleum Energy Sector List, and is not engaged in business operations in Cuba or Syria, as those terms are used and defined in sections 287.135 and 215.473, Florida Statutes. City shall have the right to terminate any contract resulting from this solicitation for default if Design-Builder is found to have submitted a false certification, or to have been placed on the Scrutinized Companies that Boycott Israel List, or to have been placed on the Scrutinized Companies for Activities in Sudan List, or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has been engaged in business operations in Cuba or Syria. 15.1.10. Public Entity Crimes. Design-Builder certifies that neither it, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in management of the entity, nor any affiliate of the entity have been charged with and convic ted of a Public Entity Crime subsequent to July 1, 1989. “Public Entity Crime,” as defined in Section 287.133(1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or with the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material representation. § 15.2 Successors and Assigns § 15.2.1 The Owner and Design-Builder, respectively, bind themselves, their partners, successors, assigns and legal representatives to the covenants, agreements and obligations contained in the Design -Build Documents. Except as provided in Section 15.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. Page 365 of 509 § 15.2.2 The Owner may, without consent of the Design -Builder, assign the Contract to a lender providing construction financing for the Project, if the lender assumes the Owner’s rights and obligations under the Design - Build Documents. The Design-Builder shall execute all consents reasonably required to facilitate such assignment. § 15.2.3 If the Owner requests the Design-Builder, Architect, Consultants, or Contractors to execute certificates, other than those required by Section 3.1.10, the Owner shall submit the proposed language of such certificates for review at least 14 days prior to the requested dates of execution. If the Owner requests the Design- Builder, Architect, Consultants, or Contractors to execute consents reasonably required to facilitate assignment to a lender, the Design-Builder, Architect, Consultants, or Contractors shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to them for review at least 14 days prior to execution. The Design-Builder, Architect, Consultants, and Contractors shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of their services. § 15.3 INTENTIONALLY OMITTED § 15.4 Rights and Remedies § 15.4.1 Duties and obligations imposed by the Design-Build Documents, and rights and remedies available thereunder, shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. § 15.4.2 No action or failure to act by the Owner or Design-Builder shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing. § 15.5 Tests and Inspections § 15.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the Design - Build Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Design-Builder shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, ins pections and approvals. The Design-Builder shall give the Owner timely notice of when and where tests and inspections are to be made so that the Owner may be present for such procedures. The Owner shall bear costs of (1) tests, inspections or approvals that do not become requirements until after bids are received or negotiations concluded, and (2) tests, inspections or approvals where building codes or applicable laws or regulations prohibit the Owner from delegating their cost to the Design -Builder. § 15.5.2 If the Owner determines that portions of the Work require additional testing, inspection or approval not included under Section 15.5.1, the Owner will instruct the Design-Builder to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Design -Builder shall give timely notice to the Owner of when and where tests and inspe ctions are to be made so that the Owner may be present for such procedures. Such costs, except as provided in Section 15.5.3, shall be at the Owner’s expense. § 15.5.3 If such procedures for testing, inspection or approval under Sections 15.5.1 and 15.5.2 reveal failure of the portions of the Work to comply with requirements established by the Design -Build Documents, all costs made necessary by such failure shall be at the Design -Builder’s expense. § 15.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Design-Build Documents, be secured by the Design -Builder and promptly delivered to the Owner. § 15.5.5 If the Owner is to observe tests, inspections or approvals required by the Design -Build Documents, the Owner will do so promptly and, where practicable, at the normal place of testing. § 15.5.6 Tests or inspections conducted pursuant to the Design-Build Documents shall be made promptly to avoid unreasonable delay in the Work. Page 366 of 509 § 15.6 Confidential Information 15.6.1 Generally. If the Owner or Design-Builder transmits Confidential Information exempt from disclosure under Chapter 119, section 119.07(1), Florida Statutes, the transmission of such Confidential Information constitutes a warranty to the party receiving such Confidential Information that the transmitting party is authorized to transmit the Confidential Information. If a party receives Confidential Information, the receiving party shall keep the Confidential Information strictly confidential and shall not disclose it to any other person or entity except as set forth in Section 15.6.1. Confidential Information shall not be posted on any website or on any electronic or other platform susceptible to disclosure to third parties. Unless otherwise identified below in this section, the Confidential Information must be identified and marked to the other party as “CONFIDENTIAL.” Because of the sensitive, security-related nature of the Confidential Information identified herein, this section shall be deemed to apply retroactively to the beginning of the parties’ contractual relationship. 15.6.2. Disclosure Permitted. Information made confidential and exempt by this section may be disclosed: a. To authorized representatives of the City of Ocoee; b. In furtherance of the official duties and responsibilities of the City of Ocoee or agency holding the information; c. To another local, state, or federal agency in furtherance of that agency’s official duties and responsibilities; or d. Upon a showing of good cause before a court of competent jurisdiction. 15.6.3 Records to Treat as Confidential. Notwithstanding the foregoing, even if not marked “CONFIDENTIAL,” the Owner, the Design-Builder, and the Design-Builder’s subcontractors who shall receive access to Confidential Information, shall treat the documents identified below, whether on paper o r in digital form, as Confidential Information due to their exemption from disclosure under Chapter 119, section 119.07. Design - Builder’s contracts with subcontractors shall incorporate this Section pertaining to Co nfidential Information. 15.6.3.1 Design Information Design-Builder has created and will create building plans, blueprints, specifications, schematic drawings, and diagrams, including draft, preliminary, and final formats, which depict the internal layout and structural elements of the Regional Law Enforcement Training Facility (“Design Information”), in order for it to be constructed. Such Design Information is exempt from public records disclosure requirements, pursuant to section 119.07(1), Florida Statutes, and s. 24(a), Art. I of the Florida State Constitution. This exemption provides that Design Information made exempt by law may be disclosed to another governmental entity if disclosure is necessary for the receiving entity to perform its duties and responsibilities; to a licensed architect, engineer, or contractor who is performing work on or rela ted to a public building; and that the entities or persons receiving such Design Information shall maintain the status of the documents as exempt from disclosure. Design-Builder agrees that it shall prevent and protect the Design Information, or any part thereof, from disclosure as a public record and shall not disclose the Design Information to any person or entity other than one having a need for disclosure in co nnection with Recipient's authorized use of the Design Information. Recipient agrees to take all steps reasonably necessary to protect the secrecy of the Design Information, and to require all entities or persons receiving the Design Information to maintain its exempt status, refrain from posting the Design Information on websites, refrain from using Design Information in its solicitation materials, and to prevent the Design Information from being disclosed as a public record or coming into the possession of a person or entity that is not authorized Page 367 of 509 Recipient shall submit to the City, not later than thirty (30) days after Final Completion of the Project, a list that includes the name and address of all entities or persons who received disclosure of the Design Information. 15.6.3.2 Security or Fire Safety Plan. Design-Builder agrees that it shall prevent and protect from disclosure to any person or entity other than one having a need for disclosure in connection with the Recipient’s authorized use any Security or Fire Plan, which is confidential and exempt from disclosure under section 119.07(1), Florida Statutes, and s. 24(a), Art. I of the State Constitution. The term “Security or Fire Safety Plan,” includes all: a.Records, information, photographs, audio and visual presentations, schematic diagrams, surveys, recommendations, or consultations or portions thereof relating directly to the physical security or fire safety of the facility or revealing security or fire safety systems; b.Threat assessments conducted by any agency or any private entity; c.Threat response plans; d.Emergency evacuation plans; e.Sheltering arrangements; or f.Manuals for security or fire safety personnel, emergency equipment, or security or fire safety training. 15.6.3.3 Nationwide Public Safety Broadband Network. Design-Builder agrees that it shall prevent and protect from disclosure to any person or entity other than one having a need for disclosure in connection with the Recipient’s authorized use any Information about the Nationwide Public Safety Broadband Network, established pursuant to 47 U.S.C. ss. 1401 et seq. Such information held by an agency is confidential and exempt from section 119.07(1) and s. 24(a), Art. I of the State Constitution if release of such information would reveal: a.The design, development, construction, deployment, and operation of network facilities; b.Network coverage, including geographical maps indicating actual or proposed locations of network infrastructure or facilities; c.The features, functions, and capabilities of network infrastructure and facilities; d.The features, functions, and capabilities of network services provided to first responders, as defined in section 112.1815, Florida Statutes, and other network users; e.The design, features, functions, and capabilities of network devices provided to first responders and other network users; or f.Security, including cybersecurity, of the design, construction, and operation of the network and associated services and products. 15.6.3.4 Public Safety Radio Communication System Infrastructure . Design-Builder agrees that it shall prevent and protect from disclosure to any person or entity other than one having a need for disclosure in connection with the Recipient’s authorized use any building plans, blueprints, schematic drawings, and diagrams, geographic maps, including draft, preliminary, and final formats, which depict the structural elements of 911, E911, or public safety radio Page 368 of 509 communication system infrastructure, including towers, antennae, equipment or facilities used to provide 911, E911, or public safety radio communication services, or other 911, E911, or Public Safety Radio Communication structures or facilities owned and o perated by an agency are exempt from section 119.07(1), Florida Statutes, and s. 24(a), Art. I of the State Constitution. For purposes of this paragraph, the term “Public Safety Radio” is defined as the means of communication between and among 911 public safety answering points, dispatchers, and first responder agencies using those portions of the radio frequency spectrum designated by the Federal Communications Commission under 47 C.F.R. part 90 for public safety purposes. § 15.6.4 A party receiving Confidential Information may disclose the Confidential Information as required by law or court order, including a subpoena or other form of compulsory legal process issued by a court or governmental entity. A party receiving Confidential Information may also disclose the Confidential Information to its employees, consultants or contractors in order to perform services or work solely and exclusively for the Project, provided those employees, consultants and contractors are subject to the r estrictions on the disclosure and use of Confidential Information as set forth in this Contract. § 15.7 Capitalization Terms capitalized in the Contract include those that are (1) specifically defined, (2) the titles of numbered articles, or (3) the titles of other documents published by the American Institute of Architects. § 15.8 Interpretation § 15.8.1 In the interest of brevity the Design-Build Documents frequently omit modifying words such as “all” and “any” and articles such as “the” and “an,” but the fact that a modifier or an article is absent from one statement and appears in another is not intend ed to affect the interpretation of either statement. § 15.8.2 Controlling Law. This Agreement is governed by and will be interpreted and enforced under the laws of the State of Florida. The parties agree that this Agreement was jointly negotiated and drafted, and, therefore, waive the application of any law, regulation, holding, or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. § 15.9 Unless otherwise stated in the Design-Build Documents, words which have well-known technical or construction industry meanings are used in the Design-Build Documents in accordance with such recognized meanings. ARTICLE 16 SCOPE OF THE AGREEMENT § 16.1 This Agreement is comprised of the following documents listed below, including the Exhibits hereto: 1. AIA Document A141™–2014, Standard Form of Agreement between Owner and Design-Builder, as modified herein; 2. Exhibit A, AIA Document A141™–2014, Design-Build Amendment, AIA Document A141, as executed by the parties, setting for, among other things, the Contract Sum, Contract Time, and Cost of the Work; 3. Exhibit B, Insurance Exhibit B-1 Statutory Payment Bond Exhibit B-2 (Performance Bond) 4. Exhibit C, F F & E Allowance Page 369 of 509 5. Exhibit D, Schedule of Values 6. Exhibit E, Assumptions and Clarifications 7. Exhibit F, Specifications 8. Exhibit G, Drawings for Regional Law Enforcement Training Facility Improvements 9. Exhibit H, Design-Build Amendment for Offsite Infrastructure Improvements 10. Exhibit I, Schedule of Values for Offsite Infrastructure Improvements 11. Exhibit J, Drawings for Offsite Infrastructure Improvements (balance of Page Intentionally Blank) Page 370 of 509 Page 371 of 509 Exhibit A AIA® Document A141® – 2014 Design-Build Amendment –Regional Law Enforcement Training Facility This Amendment is incorporated into the accompanying AIA Document A141™–2014, Standard Form of Agreement between Owner and Design-Builder dated the « » day of «May» in the year 2025 (the “Agreement”) (In words, indicate day, month and year.) for the following PROJECT: (Name and location or address) City of Ocoee Regional Law Enforcement Training Facility 1707 E. Crown Point Road Ocoee, FL 34761» Corner of Daniel Webster Western Beltway & N Fullers Cross Road, Ocoee FL 1 Single-story training facility to include classrooms and indoor gun range, approximately 15,000 SF » « » THE OWNER: (Name, legal status and address) City of Ocoee» 1 North Bluford Avenue» Ocoee, FL 34761 » THE DESIGN-BUILDER: (Name, legal status and address) Fortress Secured, LLC »«a Florida Limited Liability Company » 3603 Beachwood Court » Jacksonville, Florida 32224» The Owner and Design-Builder hereby amend the Agreement as follows. Page 372 of 509 TABLE OF ARTICLES A.1 CONTRACT SUM A.2 CONTRACT TIME A.3 INFORMATION UPON WHICH AMENDMENT IS BASED A.4 DESIGN-BUILDER’S PERSONNEL, CONTRACTORS AND SUPPLIERS A.5 COST OF THE WORK ARTICLE A.1 CONTRACT SUM §A.1.1 The Owner shall pay the Design-Builder the Contract Sum in current funds for the Design-Builder’s performance of the Contract after the execution of this Amendment. The Contract Sum shall be one of the following and shall not include compensation the Owner paid the Design -Builder for Work performed prior to execution of this Amendment: (Check the appropriate box.) [ «X» ] Stipulated Sum, in accordance with Section A.1.2 below [ « » ] Cost of the Work plus the Design-Builder’s Fee, in accordance with Section A.1.3 below [ « » ] Cost of the Work plus the Design-Builder’s Fee with a Guaranteed Maximum Price, in accordance with Section A.1.4 below (Based on the selection above, complete Section A.1.2, A.1.3 or A.1.4 below.) §A.1.2 Stipulated Sum §A.1.2.1 The Stipulated Sum shall be Ten Million Eight Hundred Three Thousand Three Hundred Ninety -two Dollars and No Cents ($ 10,803,392.00), subject to authorized adjustments as provided in the Design -Build Documents. §A.1.2.2 The Stipulated Sum is based upon the following alternates, if any, which are described in the Design-Build Documents and are hereby accepted by the Owner: (State the numbers or other identification of accepted alternates. If the Owner is permitted to accept other alternates subsequent to the execution of this Amendment, attach a schedule of such other alternates showing the change in Stipulated Sum for each and the deadline by which the alternate must be accepted.) « » §A.1.2.3 Unit prices, if any: (Identify item, state the unit price, and state any applicable quantity limitations.) Item Units and Limitations Price per Unit ($0.00) N/A N/A N/A §A.1.3 Intentionally Omitted. §A.1.4 Intentionally Omitted. Page 373 of 509 §A.1.5 Payments §A.1.5.1 Progress Payments §A.1.5.1.1 Based upon Applications for Payment submitted to the Owner by the Design-Builder, the Owner shall make progress payments on account of the Contract Sum to the Design-Builder as provided below and elsewhere in the Design-Build Documents. §A.1.5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: N/A §A.1.5.1.3 Provided that an Application for Payment is received not later than the 25th day of the month, payment by the Owner shall comply with the applicable portions of Florida Statute 218.735. §A.1.5.1.4 With each Application for Payment, the Design-Builder shall submit Waivers of Lien for Design-Builder and each potential bond claimant that was included in the previous month’s pay application. §A.1.5.1.5 With each Application for Payment where the Contract Sum is based upon a Stipulated Sum, the Design- Builder shall submit the most recent Schedule of Values in accordance with the Design-Build Documents. The Schedule of Values shall allocate the entire Contract Sum among the various portions of the Work. The Schedule of Values shall be used as a basis for reviewing the Design-Builder’s Applications for Payment. §A.1.5.1.6 In taking action on the Design-Builder’s Applications for Payment, the Owner shall be entitled to rely on the accuracy and completeness of the information furnished by the Design-Builder and shall not be deemed to have made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Sections A.1.5.1.4 or A.1.5.1.5, or other supporting data; to have made exhaustive or continuous on-site inspections; or to have made examinations to ascertain how or for what purposes the Design-Builder has used amounts previously paid. §A.1.5.1.7 Except with the Owner’s prior written approval, the Design -Builder shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. §A.1.5.2 Intentionally Omitted. §A.1.5.3 Intentionally Omitted. §A.1.5.4 Intentionally Omitted. §A.1.5.5 Final Payment §A.1.5.5.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Design-Builder not later than 30 days after the Design -Builder has fully performed the Contract and the requirements of Section 9.10 of the Agreement have been satisfied, except for the Design-Builder’s responsibility to correct non-conforming Work discovered after final payment or to satisfy other requirements, if any, which extend beyond final payment. §A.1.5.5.2 Intentionally Omitted. ARTICLE A.2 CONTRACT TIME §A.2.1 Contract Time, as defined in the Agreement at Section 1.4.13, is the period of time, including authorized adjustments, for Substantial Completion of the Work. Page 374 of 509 § A.2.2 The Design-Builder shall achieve Substantial Completion of the Work not later than 14 months from the date the Owner has issued a Notice to Proceed and Design Builder has received all Required Permits, provided that Design Builder shall utilize commercially reasonable best efforts to submit and to obtain approval of Required Permits. « » Portion of Work Substantial Completion Date N/A N/A ,subject to adjustments of the Contract Time as provided in the Design-Build Documents. (Insert provisions, if any, for liquidated damages relating to failure to achieve Substantial Completion on time or for bonus payments for early completion of the Work.) « » « Liquidated Damages. The Design-Builder acknowledges and agrees that time is particularly of the essence regarding its timely completion of the Work because the achievement of Substantial Completion of the entire Work by the date provided herein is of paramount importance to enable the Owner to occupy and use the Project as planned and scheduled. As such, the Design-Builder acknowledges and agrees that the Owner will incur significant damages if completion of the Work is not achieved within the by Substant ial Completion. The Owner and Design- Builder acknowledge and agree that if Substantial Completion of the Work is not timely achieved, the Owner’s actual delay damages will be difficult, impractical or impossible to determine. Accordingly, the Owner and Des ign- Builder agree that if Substantial Completion of the Work is not achieved by the date of Substantial Completion, the Design-Builder shall pay to the Owner as liquidated damages the amount of Two Hundred Fifty Dollars ($250.00) per calendar day until Substantial Completion is achieved. The Owner and Design-Builder agree that the payment of liquidated damages pursuant to this paragraph shall be in lieu of actual delay damages caused by the delay in achieving Substantial Completion, that such payment is not intended as a penalty or forfeiture, and that the amounts of such liquidated damages to be so paid are reasonable in comparison to the approximate scope of actual delay damages that the parties anticipate as of the time of execution of this Amendment ARTICLE A.3 INFORMATION UPON WHICH AMENDMENT IS BASED § A.3.1 The Contract Sum and Contract Time set forth in this Amendment are based on the following: § A.3.1.1 The Supplementary and other Conditions of the Contract: Document Title Date Pages N/A N/A N/A N/A § A.3.1.2 The Specifications: (Either list the specifications here or refer to an exhibit attached to this Amendment.) As shown on Attachment F Specification, attached hereto. Section Title Date Pages N/A N/A N/A N/A § A.3.1.3 The Drawings: (Either list the drawings here or refer to an exhibit attached to this Amendment.) As shown on Attachment G Drawings For Regional Law Enforcement Training Facility, attached hereto. Number Title Date N/A N/A N/A § A.3.1.5 Allowances and Contingencies: Page 375 of 509 (Identify any agreed upon allowances and contingencies, including a statement of their basis.) .1 Allowances As shown on Attachment C, F F & E Allowance, attached hereto. .2 Contingencies « » §A.3.1.6 Design-Builder’s assumptions and clarifications: As shown on Exhibit E, Assumptions and Clarifications, attached hereto. §A.3.1.7 Deviations from the Owner’s Criteria as adjusted by a Modification: «As a result of improvements and refinements in design components as well as changes in product availability, material cost, market conditions, and the Owner’s Program, refinements have been made to the original Design Criteria Package through performance of the Interim Agreement. These improvements, refinements, and changes are incorporated in the F F & E Allowance, Assumptions and Clarifications, Specifications, and Drawings (Exhibits C, E, F, and G attached hereto). » §A.3.1.8 To the extent the Design-Builder shall be required to submit any additional Submittals to the Owner for review, indicate any such submissions below: « » ARTICLE A.4 DESIGN-BUILDER’S PERSONNEL, CONTRACTORS AND SUPPLIERS §A.4.1 The Design-Builder’s key personnel are identified below: (Identify name, title and contact information.) .1 Superintendent Design-Builder’s Superintendent will be identified before the start of Construction. The person will be subject to approval by the Owner, provided such approval shall not be unreasonably withheld, conditioned or denied. .2 Project Manager Design-Builder’s Project Manager will be identified before the start of Construction. The person will be subject to approval by the Owner, provided such approval shall not be unreasonably withheld, conditioned or denied. .3 Others Matt Everett 3603 Beachwood Ct Jacksonville, FL 32224 Matt@FortressSecured.com (904) 719-0843 mobile The Owner’s rights with respect to the approval or removal of personnel, contractors, and suppliers engaged in the Project shall be as set forth in Section 5.7 of the Contract. §A.4.2 The Design-Builder shall retain the following Consultants, Contractors and suppliers, identified below: (List name, discipline, address and other information.) Page 376 of 509 Architect: JL2 Architecture, LLC 1678 Kingston Road Longwood, FL 32750 Public Safety Architect: MWL 87052 N Central Avenue Phoenix, AZ 85020 Civil Engineer: CPH Architect, Inc. 500 W. Fulton Street Sanford, FL 32771 Landscape Architect: CPH Architect, Inc. 500 W. Fulton Street Sanford, FL 32771 Structural Engineer: BBM Structural Engineers, Inc. 2300 Maitland Center Parkway Suite #201 Maitland, FL 32751 MEPF Engineer: SGM Engineering, Inc. 935 Lake Baldwin Lane Orlando, FL 32814 « » Page 377 of 509 Page 378 of 509 EXIHBIT B INSURANCE AND BONDS §3.1.16 Design-Builder’s Insurance and Bonds. The Design-Builder, an affiliated entity under common ownership of Design-Builder or a contractor or design professional performing Work shall purchase and maintain insurance, including Builder’s Risk coverage as set forth in this Exhibit, and provide performance and payment bonds on a Public Construction Bond form in compliance with Section 255.05 Florida Statutes, in a form acceptable to the City and attached hereto. INSURANCE: The Design-Builder shall be required to provide evidence of Builder’s Risk, General (Public & Property) Liability, Automobile, and Professional (Design Errors and Omissions $2 million in the aggregate and $1 million per occurrence) Liability Insurance in the form of a Certificate of Insurance issued on behalf of the City of Ocoee and naming the City as an additional insured, by companies acceptable to the City at the minimum limits and coverages listed below with deductible amounts acceptable to the City. The Design-Builder intends to procure this coverage through an affiliate under common ownership with Design-Builder or a contractor performing Work. The Design-Builder shall not commence any work in connection with an Agreement until all of the following types of insurance have been obtained and such insurance has been approved by the City, nor shall the Design-Builder allow any subcontractor to commence work on a subcontract until all similar insurance required of the subcontractor has been so obtained and approved. Policies other than Workers’ Compensation shall be issued only by companies authorized by subsisting certificates of authority issued to the companies by the Department of Insurance of Florida which maintain a Best’s Rating of “A” or better and a Financial Size Category of “VII” or better according to the A.M. Best Company. Policies for Workers’ Compensation may be issued by companies authorized as a group self -insurer by section 440.57, Florida Statutes. 1.Loss Deductible Clause: The City shall be exempt from, and in no way liable for, any sums of money which may represent a deductible in any insurance policy of the Design-Builder. Notwithstanding anything to the contrary, the payment of such deductible shall be solely bore by the Design-Builder and/or subcontractor providing such Builder’s Risk insurance. Nothing in this section shall excuse the City from paying the deductible on any City procured insurance as it’s the intent of the parties the City bears the cost of its own deductibles. 2.Workers’ Compensation Insurance: Design-Builder shall obtain during the life of this Agreement, Worker’s Compensation Insurance with Employer’s Liability Limits of $500,000/$500,000/$500,000 for all the Design-Builder’s employees connected with the work of this project and, in the event any work is subcontracted, the Design-Builder shall require the subcontractor similarly to provide Workers’ Compensation Insurance for all of the subcontractor’s employees unless such employees are covered by the protection provided by the Design-Builder. Such insurance shall comply fully with the Florida Workers’ Compensation Law. In case any class of employees engaged in hazardous work under this contract for the City is not protected under the Workers’ Compensation stat ute, the Design- Builder shall provide, and cause each subcontractor to provide adequate insurance, satisfactory to the City, for the protection of the Design-Builder’s employees not otherwise protected. Each insurance policy can include a Waiver of Subrogation in favor of the City of Ocoee. Page 379 of 509 3. Design-Builder’s Motor Vehicle, General Liability, and Property Damage Insurance: The amounts of such insurance shall be the minimum limits as follows: a. Builder’s Risk: This policy must be issued on an Evidence of Property form for hard construction costs. Flood and earthquake coverage shall not be required for any such Builder’s Risk policy. b. Automobile and Motor Vehicle Bodily Injury Liability & Property Damage Liability. Design-Builder shall obtain during the life of this Agreement commercial motor vehicle coverage. This policy shall name the City of Ocoee as an additional insured, and shall protect Design-Builder and the City from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operations under this Agreement, whether such operations be by Design-Builder or by anyone directly or indirectly employed by Design-Builder. Limits shall be as follows: • $1,000,000 Combined single limit per occurrence (each person, each accident) • All covered motor vehicles will be covered via symbol 1 (denoting the broadest coverage for any auto or other motor vehicle) • Liability coverage will include hired & non-owned motor vehicle liability • Include Waiver of Subrogation in favor of the City of Ocoee c. Comprehensive General Liability (Occurrence form or type of policy) - This policy should name the City of Ocoee as an additional insured and should indicate that the insurance of Design-Builder is primary and non-contributory. • $2,000,000 GENERAL AGGREGATE • $2,000,000 PRODUCTS-COMPLETED OPERATIONS AGGREGATE • $1,000,000 PER OCCURRENCE • $1,000,000 PERSONAL & ADVERTISING INJURY • Include Waiver of Subrogation in favor of the City of Ocoee 4. Subcontractor’s Comprehensive General Liability, Automobile Liability and Worker’s Compensation Insurance: Design-Builder shall require each subcontractor to procure and maintain during the life of this subcontract, worker’s compensation insurance at the levels outlined above, comprehensive general liability insurance with the limits above in 6(c) and automobile/property insurance required in 6(b) specified above or insure the activities of these subcontractors in the Design-Builder’s policy, as specified above. 5. Commercial General Liability Umbrella: • Minimum $5,000,000  Certificates of Insurance: Certificate of Insurance Form, naming the City of Ocoee as an additional insured will be furnished by Design-Builder to the City. These shall be completed by the Page 380 of 509 authorized Resident Agent and returned to the City’s Purchasing Department. This certificate shall be dated and show: • The name of the Insured Design-Builder, the specific job by name and job number, the name of the insurer, the number of the policy, its effective date, and its termination date. • Statement that the Insurer shall mail notice to the Owner at least thirty (30) days prior to any material changes in provisions or cancellation of the policy, except ten (30) days written notice of cancellation for non-payment of premium. BONDS: 1. The Design-Builder shall furnish the City with a State of Florida 100% Performance and a 100% Statutory Payment Bond written by a Surety Company acceptable to the City in a form substantially similar to that attached hereto as Exhibits B1 and B2. Surety companies executing bonds shall be duly insured by an insurer or corporate surety and signed by a license d agent who holds a current Power of Attorney from the surety company issuing the bond. The City Performance and Statutory Payment Bond forms will be considered part of the contract. 2. Design-Builder shall bear the cost of the Statutory Payment and Performance Bonds. The Bonds shall be accompanied by duly authenticated or certified documents, in duplicate, evidencing that the person executing the Bonds on behalf of the Surety had the authority to do so on the date of the Bonds. The date of the certification cannot be earlier than this Agreement. 3. Section 255.05, Florida Statutes, shall apply to this contract. Once Design -Builder receives the fully executed contract and dated Bonds from the surety, Design -Builder shall record the Performance and Statutory Payment Bonds with the public records of Orange County. Design-Builder shall provide the City with a certified copy of the recorded Bonds before the City can issue the Notice to Proceed or make any payment for this project. Page 381 of 509 EXHIBIT B-1 STATUTORY PAYMENT BOND Design-Builder shall provide the City with a Statutory Payment Bond in the amount of the contract in substantially the following form. With respect to the Project, the Design-Builder or the general contractor shall provide a Statutory Payment Bond. Statutory Payment Bond Pursuant to Florida Statutes § 255.05, et seq. KNOW ALL MEN BY THESE PRESENTS, THAT _________________________________ (hereinafter called the “Principal”), as Principal, and ________________________________, a corporation organized and existing under the laws of the State of _______________, hereinafter called the “Surety”), as Surety, are held and firmly bound unto the City of Ocoee, Florida, (hereinafter called the “Obligee"), by bond number ________________ in the sum of _________________________________________________________ Dollars and ____ Cents ($ ), for the payment of which sum well and truly to be made, the said Principal and Surety bind themselves, and their respective heirs, administrators, executors, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered into a written Contract with the Obligee dated , 20__ to perform, as Contractor, in accordance with the Contract and Contract Documents, which Contract and Contract Documents are hereby incorporated herein by reference. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal promptly makes payments to all claimants, as defined in Section 255.05 (1), Florida Statutes, that provide or furnish the Principal with labor, materials, or supplies, used directly or indirectly by Principal in the prosecution of the work provided for in the contract, then this obligation shall be null and void; otherwise it shall remain in full force and effect. The Principal and the Surety agree that this Bond shall inure to the benefit of all claimants, as defined in Section 255.05 (1), Florida Statutes, that provide or furnish the Principal with labor, materials, or supplies, used directly or indirectly by Principal in the prosecution of the work provided for in said Contract, and that any such claimant may maintain an independent action upon this Bond in its own name. The provisions of Florida Statutes, Section 255.05, et seq. are hereby incorporated herein by reference and made a part of this payment bond including, but not limited to, the notice and time limitation provisions in subsection (2). Any action instituted by a claimant under this bond for payment must be in accordance with the notice and time limitation provisions in Section 255.05 (2), Florida Statutes. Page 382 of 509 IN WITNESS WHEREOF, the above bounden parties have executed this instrument under their several seals this _______ day of , 20__, the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body. (Seal) (Principal) By (Name & Title) (Signature) Witness or Secretary’s Attestation (Seal) (Surety) By (Name & Title*) (Signature) Witness or Secretary’s Attestation *Attach Power-Of-Attorney END OF SECTION Page 383 of 509 EXHIBIT B-2 PERFORMANCE BOND Design-Builder shall provide the City with a Statutory Performance Bond in the amount of the contract in substantially the following form. With respect to the Project, the Design-Builder or the general contractor shall provide a Statutory Performance Bond. KNOW ALL MEN BY THESE PRESENTS that , (hereinafter referred to as "Principal"), and , a corporation organized under the laws of the State of and licensed to do business in the State of , (hereinafter referred to as "Surety"), and held and firmly bound unto the City of Ocoee, Florida, as Obligee, (hereinafter referred to as "Obligee"), in the Penal Sum of , for the payment of which sum well and truly made, Principal and Surety bind themselves, their heirs, personal representatives, successors and assigns, jointly and severally, firmly by these presents. [Use either – but only one of these two paragraphs] [WHEREAS, Principal, has by written agreement dated , entered into a contract, (hereinafter referred to as the "Contract") with Obligee for the construction of a Regional Law Enforcement Training Facility (hereinafter referred to as the "Facility") in accordance with the plans and specifications prepared by the Design-Builder as shown on Exhibits F and G of the referenced “Contract”.] [OR] [WHEREAS, Principal, has by written agreement dated , entered into a contract, (hereinafter referred to as the "Contract") with Obligee for the construction of Off-Site Infrastructure Improvements (hereinafter referred to as the "Off-Site Infrastructure Improvements") in accordance with the plans and specifications prepared for the City of Ocoee by Hazen and Sawyer as shown on Exhibit J of the referenced “Contract”.] NOW, THEREFORE, THE CONDITIONS OF THIS OBLIGATION IS SUCH THAT IF Principal shall well and truly perform all the undertakings, covenants, terms, conditions, and agreements of said Contract including, but not limited to, the making of payments to persons or entities providing labor, materials or services to Principal under the Contract, as well as, fulfilling all warranty obligations required after the Certificate of Completion is issued, within the time provided therein, and any extensions thereof that may be granted by the Obligee, and also during the life of any warranty or guaranty required under said Contract, and shall also well and truly perform all undertakings, covenants, terms, conditions, and agreements of any and all duly authorized and modifications of said Contract that may hereafter be made, and shall pay, Page 384 of 509 compensate, indemnify and save harmless the said Obligee of and from any and all loss, damage and expense, or from any breach or default by Principal under the Contract, including, but not limited to, liquidated damages, damages caused by delays in performance of the Principal, expenses, cost and attorneys' fees, including appellate proceedings, that Obligee sustains resulting directly or indirectly from failure of the Principal to perform the Work identified by the Contract, then this obligations shall be null and void; otherwise, it shall remain in full force and effect and Surety shall be liable to Obligee under this Performance Bond. The Surety's obligations hereunder shall be direct and immediate and not conditional or contingent upon Obligee's pursuit of its remedies against Principal; provided, the Cure Period (as defined in the Comprehensive Agreement) shall have expired. The Surety’s obligations shall remain in full force and effect notwithstanding (I) amendments or modifications to the contract or contract entered into by Obligee and Principal without the Surety's knowledge or consent; (ii) waivers of compliance with or any default under the Contract granted by Obligee to Principal or by Principal to Obligee without the Surety's knowledge or consent; (iii) the discharge of Principal from its obligations under the Contract as a result of any proceeding initiated under The Bankruptcy Code of 1978, as the same may be amended, or any similar state or federal law, or any limitation of the liability of Principal or its estate as a result of any such proceedings; or (iv) any other action taken by Obligee or Principal that would, in the absence of this clause, result in the release or discharge by operation of law of the Surety from its obligations hereunder. In the event that the Surety fails to fulfill its obligations under this Performance Bond, then the Surety shall also indemnify and save the Obligee harmless from any and all loss, damage, cost and expense, including reasonable attorneys' fees and other legal costs for all trial and appellate proceedings, resulting directly or indirectly from the Surety's failure to fulfill its obligations hereunder. This paragraph shall survive the termination or cancellation of this Performance Bond. The obligations set forth in this paragraph shall be limited by the Penal Sum of this Bond. Any changes in or under the Contract or the Contract and compliance or noncompliance with any formalities connected with the Contract or the Contract or the changes therein shall not affect Surety's obligations under this bond, and Surety hereby waives notice of any such changes. Further, Principal and Surety acknowledge that the Penal Sum of this bond shall increase or decrease in accordance with approved changes or modifications to the Contract. The said Principal and the said surety agree that this bond shall inure to the benefit of all persons supplying labor and material in the prosecution of the work provided for in the said subcontract, as well as to the Obligee, and that such persons may maintain independent actions upon this bond in their own names. IN WITNESS WHEREOF, the Principal and Surety have executed this instrument under their several seals on the day of , 20__ , the name and corporate seal of each corporate party being hereto affixed and these presents fully signed by its undersigned representative, pursuant to the authority of its governing body. Signed, sealed and delivered in the presence of: Principal Page 385 of 509 By: (SEAL) (Official Title) Surety By: (SEAL) (Official Title) NOTES: If Principal and Surety are corporations, the respective corporate seal should be affixed and attached. Surety shall execute and attach a certified copy of Power of Attorney Appointing Individual Attorney-In-Fact for execution of Performance Bond on behalf of Surety. END OF SECTION Page 386 of 509 EXHIBIT C F F & E ALLOWANCE (attached) Page 387 of 509 Each Extended Chairs (F1024) 41 $386.31 $15,838.70 TV/Smart Boards (F1026) 1 $4,400.00 $4,400.00 Wall Mounted White Board (F1040) 1 $913.32 $913.32 Lectern (F1023) 1 $951.58 $951.58 Refrigerator (E2030) 1 $3,200.00 $3,200.00 Tables (F1025) 3 $410.99 $1,232.98 Chairs (F1022) 6 $157.98 $947.88 Microwave (E2035) 1 $800.00 $800.00 Under Counter Ice Maker (E2031) 1 $900.00 $900.00 Coffee Maker 1 $500.00 $500.00 Tables (F1020) 4 $480.11 $1,920.44 Chairs (F1024) 8 $386.31 $3,090.48 TV/Smart Boards (F1026) 1 $4,400.00 $4,400.00 Shelving/Racks (None shown) 1 $700.00 $700.00 Tables (F1020) 6 $480.11 $2,880.66 Chairs (F1024) 35 $386.31 $13,520.84 TV/Smart Boards (F1026) 2 $4,400.00 $8,800.00 Moveable White Boards (F1030) 4 $245.61 $982.44 Weapon Locker (F1050) 1 Chairs (F1024) 2 $386.31 $772.62 Gun Vise (F1035) 2 Air Compressor 1 $2,500.00 $2,500.00 Stools/Chairs 10 $200.00 $2,000.00 Canteen (Room 127) Lobby (Rm 100) Public RR (Rooms 101, 102A) ALLOWANCE COST ESTIMATE IT (Room 126) Electrical (Room 128) Conference RM ( Room 130) DT Storage (Room 129) Classrooms (Room 131A/B) Comm. Classroom (Room 125) Room Item Quantity Armory/Repair (124) Weapons Cleaning (123) Ready Room (Room118) EXHIBIT C F F & E ALLOWANCE Page 1 of 2 Page 388 of 509 Each Extended ALLOWANCE COST ESTIMATERoomItem Quantity EXHIBIT C F F & E ALLOWANCE Workstation (F2001) 2 $1,087.34 $2,174.69 Chairs (F1024) 2 $386.31 $772.62 5-Shelf Book Case (F1031) 2 $828.16 $1,656.32 Chairs (F1024) 1 $386.31 $386.31 Workstation (F2001) 1 $1,407.01 $1,407.01 Wood Locker Bench (A5160) 2 $320.90 $641.79 24" x 24" Metal Lockers (A2000) 26 $7,155.99 $7,155.99 Printer 1 Wire Shelving (A2011) 1 $700.00 $700.00 Cleaning Supplies Mop Cart Tables (F1020) 12 $480.11 $5,761.32 Chairs (F1024) 24 $386.31 $9,271.43 TV/Smart Boards (F1026) 1 $4,400.00 $4,400.00 Wall Mounted White Board (F1040) 1 $913.32 $913.32 Lectern (F1023) 1 $951.58 $951.58 Generator w/belly tank 1 $150,000.00 $150,000.00 Wall Sign on face of building 1 $10,000.00 $10,000.00 Monument Sign (non-lighted) 1 $10,000.00 $10,000.00 Subtotal Allowance: $277,444.32 Allowance Contingency: $28,555.68 Total F F & E Allowance: $306,000.00 Range Supplies (Room 117) Ammo (Room 116) Copy (Room 105B) Office (Room 115) Office (Room 114) Exterior Gun Range (Rooms 119,121) Corridors (Rooms 1C01, 1C02, 1C03 , 1C04) Janitorial (Room 104) Classroom (Room 103) Locker/Showers (Rooms 106 & 110) Vestibule (105A) Page 2 of 2 Page 389 of 509 EXHIBIT D SCHEDULE OF VALUES Div. Item Line Item Estimate 00 00 00 Procurement & Contracting $705,358 01 00 00 General Requirements $801,026 02 00 00 Existing Conditions $37,491 02 10 00 Owner Direct Purchase Allowance ($150,000) 03 00 00 Concrete $867,435 05 00 00 Metals $391,931 06 00 00 Cabinetry & Casework $92,103 07 00 00 Roofing $299,813 08 00 00 Doors $159,527 08 43 00 Windows & Storefront $240,798 09 20 00 Framing, Drywall, Batt Insulation $430,317 09 62 00 Flooring $74,962 09 91 00 Painting $117,179 10 00 00 Fire Exting/Cabinets/Toilet Access $85,564 10 01 14 Exterior / Interior Signage $21,873 11 00 00 F F & E Allowance $306,000 13 00 00 Bullet Trap Target System $929,628 21 00 00 Fire Sprinklers and Alarm $248,318 22 00 00 Plumbing $108,207 23 00 00 HVAC $457,729 23 00 01 Specialized HVAC $961,232 26 00 00 Electrical $1,211,706 28 00 00 Low Voltage Security Access & CC $259,284 32 00 00 Sitework $1,938,089 32 90 90 Landscape & Irrigation $145,054 32 31 60 Fencing $62,768 Grand Total: $10,803,392 Page 390 of 509 EXHIBIT E ASSUMPTIONS AND CLARIFICATIONS Page 391 of 509 Exhibit F Ocoee Regional Law Enforcement Training Facility Specifications (attached) Page 392 of 509 Spec Title Date Pages DIVISION 00 – PROCUREMENT AND CONTRACTING REQUIREMENTS 00 01 01 PROJECT TITLE PAGE 9/12/2024 1 00 01 15 LIST OF DRAWING SHEETS 9/12/2024 1 00 04 00 STATEMENT OF COMPLIANCE 9/12/2024 1 00 05 00 ASBESTOS STATEMENT 9/12/2024 1 00 31 19 EXISTING CONDITION INFORMATION 9/12/2024 2 00 31 32 GEOTECHNICAL DATA 9/12/2024 50 00 73 10 FLORIDA STATUTE ON PUBLIC ENTITY CRIMES 9/12/2024 5 DIVISION 01 – GENERAL REQUIREMENTS 01 10 00 SUMMARY 9/12/2024 4 01 31 00 PROJECT MANAGEMENT AND COORDINATION 9/12/2024 12 01 32 33 PHOTOGRAPHIC DOCUMENTATION 9/12/2024 6 01 33 00 SUBMITTAL PROCEDURES 9/12/2024 10 01 40 00 QUALITY REQUIREMENTS 9/12/2024 12 01 42 00 REFERENCES 9/12/2024 9 01 57 23 TEMPORARY STORM WATER POLLUTION CONTROL 9/12/2024 2 01 60 00 PRODUCT REQUIREMENTS 9/12/2024 8 01 60 20 FLORIDA PRODUCT APPROVAL 9/12/2024 5 01 73 00 EXECUTION 9/12/2024 13 01 74 19 CONSTRUCTION WASTE MANAGEMENT AND DISPOSAL 9/12/2024 11 01 77 00 CLOSEOUT PROCEDURES GENERAL 9/12/2024 7 01 78 23 OPERATION AND MAINTENANCE DATA 9/12/2024 9 01 78 39 PROJECT RECORD DOCUMENTS 9/12/2024 5 01 79 00 DEMONSTRATION AND TRAINING 9/12/2024 7 01 91 13 GENERAL COMMISSIONING REQUIREMENTS 9/12/2024 22 DIVISION 03 – CONCRETE 03 11 00 CONCRETE FORMING 9/12/2024 9 03 20 00 CONCRETE REINFORCING 9/12/2024 4 Ocoee Law Enforcement Training Facility Specifications Page 393 of 509 Spec Title Date Pages 03 30 00 CAST-IN-PLACE CONCRETE 9/12/2024 26 03 35 43 POLISHED CONCRETE FINISHING 9/12/2024 8 03 39 35 INTEGRALLY COLORED CONCRETE 9/12/2024 9 03 47 13 TILT-UP CONCRETE 9/12/2024 10 DIVISION 05 – METALS 05 12 00 STRUCTURAL STEEL FRAMING 9/12/2024 12 05 21 00 STEEL JOIST FRAMING 9/12/2024 6 05 31 00 STEEL DECKING 9/12/2024 6 05 40 00 COLD-FORMED METAL FRAMING 9/12/2024 6 05 50 00 METAL FABRICATIONS 9/12/2024 14 05 52 13 PIPE AND TUBE RAILINGS 9/12/2024 14 DIVISION 06 – WOOD, PLASTICS, AND COMPOSITES 06 10 00 ROUGH CARPENTRY 9/12/2024 9 06 41 16 PLASTIC-LAMINATE-CLAD ARCHITECTURAL CABINETS 9/12/2024 13 DIVISION 07 – THERMAL AND MOISTURE PROTECTION 07 13 26 SELF-ADHERING SHEET WATERPROOFING 9/12/2024 8 07 21 00 THERMAL INSULATION 9/12/2024 6 07 21 19 FOAMED-IN-PLACE INSULATION 9/12/2024 4 07 26 10 UNDERSLAB VAPOR BARRIER 9/12/2024 3 07 27 26 FLUID-APPLIED MEMBRANE AIR BARRIERS 9/12/2024 10 07 54 19 POLYVINYL-CHLORIDE (PVC) ROOFING 9/12/2024 14 07 62 00 SHEET METAL FLASHING AND TRIM 9/12/2024 15 07 72 00 ROOF ACCESSORIES 9/12/2024 9 07 84 43 JOINT FIRESTOPPING 9/12/2024 7 07 92 00 JOINT SEALANTS 9/12/2024 11 DIVISION 08 – OPENINGS 08 11 13 HOLLOW METAL DOORS AND FRAMES 9/12/2024 13 08 31 13 ACCESS DOORS AND FRAMES 9/12/2024 6 08 41 13 ALUMINUM-FRAMED ENTRANCES AND STOREFRONTS 9/12/2024 20 08 71 00 DOOR HARDWARE 9/12/2024 44 Page 394 of 509 Spec Title Date Pages 08 71 13 POWER DOOR OPERATORS 9/12/2024 16 08 80 00 GLAZING 9/12/2024 15 08 83 00 MIRRORS 9/12/2024 6 08 91 19 FIXED LOUVERS 9/12/2024 9 DIVISION 09 – FINISHES 09 22 16 NON-STRUCTURAL METAL FRAMING 9/12/2024 10 09 29 00 GYPSUM BOARD 9/12/2024 13 09 30 13 CERAMIC TILING 9/12/2024 15 09 51 13 ACOUSTICAL PANEL CEILINGS 9/12/2024 8 09 65 13 RESILIENT BASE AND ACCESSORIES 9/12/2024 6 09 65 19 RESILIENT TILE FLOORING 9/12/2024 11 09 68 13 TILE CARPETING 9/12/2024 09 91 13 EXTERIOR PAINTING 9/12/2024 7 09 91 23 INTERIOR PAINTING 9/12/2024 23 DIVISION 10 – SPECIALTIES 10 14 23.16 ROOM-IDENTIFICATION PANEL SIGNAGE 9/12/2024 6 10 22 13 WIRE MESH PARTITIONS 9/12/2024 10 22 39 FOLDING PANEL PARTITIONS 9/12/2024 19 10 28 00 TOILET, BATH, AND LAUNDRY ACCESSORIES 9/12/2024 9 10 44 13 FIRE PROTECTION CABINETS 9/12/2024 6 10 44 16 FIRE EXTINGUISHERS 9/12/2024 4 10 51 29 PHENOLIC LOCKERS 9/12/2024 9 10 71 19 EXTERIOR SUN CONTROL DEVICES 9/12/2024 7 10 75 16 GROUND-SET FLAGPOLES 9/12/2024 11 DIVISION 11 – EQUIPMENT 11 30 13 RESIDENTIAL APPLIANCES 9/12/2024 8 DIVISION 12 – FURNISHINGS 12 24 13 ROLLER WINDOW SHADES 9/12/2024 9 Page 395 of 509 Spec Title Date Pages 12 32 16 MANUFACTURED PLASTIC-LAMINATE-CLAD CASEWORK 9/12/2024 11 12 36 61.16 SOLID SURFACING COUNTERTOPS 9/12/2024 6 DIVISION 21 – FIRE SUPPRESSION 21 05 00 FL COMMON WORK RESULTS FOR FIRE SUPPRESSION 9/12/2024 6 21 05 53 FL IDENTIFICATION FOR FIRE-SUPPRESSION PIPING AND EQUIPMENT 9/12/2024 6 21 11 00 FACILITY FIRE SUPPRESSION WATER SERVICE PIPING 9/12/2024 10 21 13 13 WET PIPE SPRINKLER SYSTEM 9/12/2024 18 DIVISION 22 – PLUMBING 22 05 00 COMMON WORK RESULTS FOR PLUMBING 9/12/2024 10 22 05 19 METERS AND GAGES FOR PLUMBING PIPING 9/12/2024 4 22 05 23 GENERAL-DUTY VALVES FOR PLUMBING PIPING 9/12/2024 6 22 05 29 HANGERS AND SUPPORTS FOR PLUMBING PIPING AND EQUIPMENT 9/12/2024 10 22 05 53 IDENTIFICATION FOR PLUMBING PIPING AND EQUIPMENT 9/12/2024 4 22 07 00 PLUMBING INSULATION 9/12/2024 16 22 11 16 DOMESTIC WATER PIPING 9/12/2024 16 22 11 19 DOMESTIC WATER PIPING SPECIALTIES 9/12/2024 6 22 13 16 SANITARY WASTE AND VENT PIPING 9/12/2024 18 22 13 19 SANITARY WASTE PIPING SPECIALTIES 9/12/2024 10 22 14 23 STORM DRAINAGE PIPING SPECIALTIES 9/12/2024 10 22 33 00 ELECTRIC, DOMESTIC-WATER HEATERS 9/12/2024 13 22 40 00 PLUMBING FIXTURES 9/12/2024 14 22 47 00 DRINKING FOUNTAINS AND WATER COOLERS 9/12/2024 6 DIVISION 23 – HEATING, VENTILATING, AND AIR CONDITIONING (HVAC) 23 05 00 IDENTIFICATION FOR HVAC PIPING AND EQUIPMENT 9/12/2024 6 23 05 10 BASIC MECHANICAL MATERIALS AND METHODS 9/12/2024 14 23 05 13 COMMON MOTOR REQUIREMENTS FOR HVAC EQUIPMENT 9/12/2024 4 Page 396 of 509 Spec Title Date Pages 23 05 17 SLEEVES AND SLEEVE SEALS FOR HVAC PIPING 9/12/2024 4 23 05 53 IDENTIFICATION FOR HVAC PIPING AND EQUIPMENT 9/12/2024 6 23 07 13 DUCT INSULATION 9/12/2024 18 23 07 19 HVAC PIPING INSULATION 9/12/2024 18 23 08 00 COMMISSIONING OF HVAC SYSTEMS 9/12/2024 14 23 23 00 REFRIGERANT PIPING 9/12/2024 18 23 31 13 METAL DUCTS 9/12/2024 10 23 33 00 DUCT ACCESSORIES 9/12/2024 7 23 34 23 POWER VENTILATORS 9/12/2024 6 23 36 00 AIR TERMINALS 9/12/2024 6 23 37 13 DIFFUSERS, REGISTERS, AND GRILLES 9/12/2024 8 23 44 00 AIR PURIFICATION SYSTEM 9/12/2024 12 23 74 13 PACKAGED, OUTDOOR, CENTRAL-STATION AIR-HANDLING UNITS 9/12/2024 8 23 81 26 SPLIT-SYSTEM AIR-CONDITIONERS 9/12/2024 8 DIVISION 26 – ELECTRICAL 26 05 00 COMMON WORK RESULTS FOR ELECTRICAL 9/12/2024 8 26 05 19 LOW-VOLTAGE ELECTRICAL POWER CONDUCTORS AND CABLES 9/12/2024 8 26 05 26 GROUNDING AND BONDING FOR ELECTRICAL SYSTEMS 9/12/2024 8 26 05 29 HANGERS AND SUPPORTS FOR ELECTRICAL SYSTEMS 9/12/2024 6 26 05 33 RACEWAYS AND BOXES FOR ELECTRICAL SYSTEMS 9/12/2024 15 26 05 36 CABLE TRAYS FOR ELECTRICAL SYSTEMS 9/12/2024 6 26 05 39 UNDERFLOOR RACEWAYS FOR ELECTRICAL SYSTEMS 9/12/2024 4 26 05 53 IDENTIFICATION FOR ELECTRICAL SYSTEMS 9/12/2024 8 26 05 73 OVERCURRENT PROTECTIVE DEVICE COORDINATION STUDY 9/12/2024 10 26 09 23 LIGHTING CONTROL DEVICES 9/12/2024 DIVISION 27 - COMMUNICATIONS 27 26 26 DATA COMMUNICATIONS INTEGRATION 9/12/2024 16 27 41 16 INTEGRATED AUDIO VIDEO SYSTEM 9/12/2024 14 Page 397 of 509 Spec Title Date Pages 27 48 00 UHF RADIO COMMUNICATION SYSTEM 9/12/2024 10 27 51 23 NETWORK INTERCOMMUNICATIONS SYSTEMS 9/12/2024 36 DIVISION 28 – ELECTRONIC SAFETY AND SECURITY 28 13 10 ELECTRONIC ACCESS CONTROL SYSTEM 9/12/2024 12 28 16 16 INTRUSION DETECTION SYSTEM INFRASTRUCTURE 9/12/2024 6 28 23 00 VIDEO SURVEILLANCE 9/12/2024 8 28 31 11 ADDRESSABLE FIRE-ALARM SYSTEMS 9/12/2024 31 28 48 00 EMERGENCY RESPONDER RADIO ENHANCEMENT SYSTEM 9/12/2024 20 DIVISION 31 – EARTHWORK 31 01 00 EARTHWORK 9/12/2024 7 31 11 13 TREE PROTECTION AND TRIMMING 9/12/2024 4 31 23 00 EXCAVATION AND BACKFILL 9/12/2024 5 DIVISION 32 – EXTERIOR IMPROVEMENTS 32 12 07 PAVING AND SURFACING 9/12/2024 5 32 31 13 CHAIN LINK FENCES AND GATES 9/12/2024 4 32 84 23 IRRIGATION SYSTEM 9/12/2024 14 32 92 23 TURF AND GRASSES 9/12/2024 5 32 93 00 PLANTS 9/12/2024 7 DIVISION 33 - UTILITIES 33 11 00 WATER DISTRIBUTION SYSTEM 9/12/2024 6 33 31 00 SANITARY SEWER SYSTEM 9/12/2024 3 33 42 01 SITE DRAINAGE 9/12/2024 6 Page 398 of 509 Exhibit G Ocoee Regional Law Enforcement Training Facility Drawings SHEET SHEET NAME DATE REVISION G-000 COVER SHEET 9/12/24 G-001 GENERAL INFORMATION AND ABBREVIATIONS 9/12/24 GC100 LIFE SAFETY PLAN 9/12/24 SP-1 SITE PLAN 9/12/24 C-1 GENERAL NOTES 9/12/24 C-2 GENERAL NOTES 9/12/24 C-3 DIMENSION AND STRIPING PLANS 9/12/24 C-4 PAVING AND GRADING PLAN 9/12/24 C-5 UTILITY PLAN 9/12/24 C-6 PAVING GRADING AND STRIPING DETAILS 9/12/24 C-7 STORMWATER DETAILS 9/12/24 C-8 WATER DETAILS 9/12/24 C-9 WATER AND SEWER DETAILS 9/12/24 C-10 LIFT STATION PLAN AND DETAILS 9/12/24 C-11 EROSION CONTROL PLAN AND DETAILS 9/12/24 TR-1 OVERALL TREE RETENTION PLAN 9/12/24 TR-2 TREE RETENTION PLAN 9/12/24 TR-3 TREE RETENTION PLAN 9/12/24 TR-4 TREE LIST 9/12/24 L-1 OVERALL LANDSCAPE PLAN 9/12/24 L-2 LANDSCAPE PLAN 9/12/24 L-3 LANDSCAPE PLAN 9/12/24 L-4 LANDSCAPE NOTES & DETAILS 9/12/24 IR-1 OVERALL IRRIGATION PLAN 9/12/24 IR-2 IRRIGATION PLAN 9/12/24 IR-3 IRRIGATION PLAN 9/12/24 IR-4 IRRIGATION PLAN 9/12/24 IR-5 IRRIGATION PLAN 9/12/24 ST001 STRUCTURAL GENERAL NOTES 9/12/24 ST002 STRUCTURAL GENERAL NOTES 9/12/24 ST003 STRUCTURAL GENERAL NOTES 9/12/24 Page 399 of 509 SHEET SHEET NAME DATE REVISION ST004 STRUCTURAL GENERAL NOTES 9/12/24 ST101 FOUNDATION PLAN 9/12/24 ST102 ROOF FRAMING PLAN 9/12/24 ST201 FOUNDATION SECTIONS & DETAILS 9/12/24 ST301 ROOF FRAMING SECTIONS & DETAILS 9/12/24 ST401 SCHEDULES, SECTIONS AND DETAILS 9/12/24 ST501 TILT-UP PANEL DETAILS 9/12/24 ST502 TILT-UP PANEL ELEVATIONS 9/12/24 AE101 FIRST FLOOR PLAN 9/12/24 AE103 ROOF PLAN 9/12/24 AE111 REFLECTED CEILING PLAN 9/12/24 AE201 EXTERIOR ELEVATIONS 9/12/24 AE202 ENLARGED EXTERIOR ELEVATIONS 9/12/24 AE301 BUILDING SECTIONS 9/12/24 AE311 WALL SECTIONS 9/12/24 AE401 ENLARGED PLANS AND INTERIOR ELEVATIONS 9/12/24 AE402 INTERIOR ELEVATIONS 9/12/24 AE403 ENLARGED STAIR PLAN AND DETAILS 9/12/24 AE501 PANEL DIMENSIONS 9/12/24 AE510 EXTERIOR DETAILS 9/12/24 AE511 EXTERIOR DETAILS 9/12/24 AE520 FIRING RANGE DETAILS 9/12/24 AE535 TYP. SHOWER DETAILS 9/12/24 AE601 DOOR AND WINDOW SCHEDULE & DETAILS 9/12/24 AE610 PARTITION TYPES, WINDOW ELEVATIONS AND DETAILS 9/12/24 AE801 FLOOR FINISH EQUIPMENT PLAN & SCHEDULE 9/12/24 AE802 INTERIOR DETAILS & SCHEDULES 9/12/24 AE820 FIRESTOP SYSTEM SCHEDULE & WALL PRIORITIES 9/12/24 AE901 3D VIEWS & PERSPECTIVES 9/12/24 F-001 FIRE PROTECTION SYMBOLS AND GENERAL NOTES 9/12/24 F-201 FIRE PROTECTION PLAN 9/12/24 F-801 FIRE PROTECTION DETAILS 9/12/24 P-001 PLUMBING SYMBOLS AND SPECIFICATIONS 9/12/24 P-101 PLUMBING SITE PLAN 9/12/24 P-200 PLUMBING UNDERGROUND PLAN 9/12/24 P-201 PLUMBING GRAVITY PLAN 9/12/24 P-301 PLUMBING PRESSURE PLAN 9/12/24 Page 400 of 509 SHEET SHEET NAME DATE REVISION P-401 PLUMBING ENLARGED PLAN 9/12/24 P-701 PLUMBING SCHEDULES 9/12/24 P-501 PLUMBING RISER DIAGRAMS 9/12/24 P-502 PLUMBING RISER DIAGRAMS 9/12/24 P-801 PLUMBING DETAILS 9/12/24 M-001 MECHANICAL SYMBOLS LEGEND 9/12/24 M-201 MECHANICAL - FIRST FLOOR PLAN 9/12/24 M-301 MECHANICAL ROOF PLAN 9/12/24 M-601 MECHANICAL CONTROL DRAWINGS 9/12/24 M-701 MECHANICAL SCHEDULES 9/12/24 M-801 MECHANICAL DETAILS 9/12/24 RM001 RANGE MECHANICAL GENERAL NOTES AND SPECIFICATIONS 9/12/24 RM101 RANGE MECHANICAL FLOOR PLAN 9/12/24 RM102 RANGE MECHANICAL ROOF PLAN 9/12/24 RM103 RANGE MECHANICAL ROOF CURB PLAN 9/12/24 RM301 RANGE MECHANICAL SECTION 9/12/24 RM501 RANGE MECHANICAL DETAILS 9/12/24 RM601 RANGE MECHANICAL SCHEDULES 9/12/24 RM701 RANGE MECHANICAL CONTROL NOTES AND SPECIFICATIONS 9/12/24 RM702 RANGE MECHANICAL FLOOR CONTROLS CONDUIT PLAN 9/12/24 RM703 RANGE MECHANICAL ROOF CONTROLS CONDUIT PLAN 9/12/24 E-001 ELECTRICAL SYMBOLS AND SPECIFICATIONS 9/12/24 E-101 ELECTRICAL POWER SITE PLAN 9/12/24 E-102 ELECTRICAL LIGHTING SITE PLAN 9/12/24 E-103 ELECTRICAL PHOTOMETRICS SITE PLAN 9/12/24 E-201 LIGHTING - FIRST FLOOR PLAN 9/12/24 E-202 PHOTOMETRICS - FIRST FLOOR PLAN 9/12/24 E-301 POWER - FIRST FLOOR PLAN 9/12/24 E-302 POWER - ROOF PLAN 9/12/24 E-401 SYSTEMS - FIRST FLOOR PLAN 9/12/24 E-402 SYSTEMS - RACK ELEVATION 9/12/24 E-501 ELECTRICAL ONE LINE DIAGRAMS 9/12/24 E-601 ELECTRICAL DISTRIBUTION AND EQUIPMENT FEEDER SCHEDULES 9/12/24 E-701 ELECTRICAL PANEL SCHEDULES 9/12/24 Page 401 of 509 E-702 ELECTRICAL PANEL SCHEDULES 9/12/24 SHEET SHEET NAME DATE REVISION E-703 ELECTRICAL PANEL SCHEDULES 9/12/24 E-801 ELECTRICAL DETAILS 9/12/24 E-802 ELECTRICAL DETAILS 9/12/24 E-803 ELECTRICAL DETAILS 9/12/24 E-804 ELECTRICAL DETAILS 9/12/24 E-805 ELECTRICAL DETAILS 9/12/24 Page 402 of 509 Exhibit H AIA® Document A141® – 2014 Design-Build Amendment for Off-Site Infrastructure Improvements This Amendment is incorporated into the accompanying AIA Document A141™–2014, Standard Form of Agreement Between Owner and Design-Builder dated the «___» day of «May» in the year 2025 (the “Agreement”) (In words, indicate day, month and year.) for the following PROJECT: (Name and location or address) Off-Site Infrastructure Improvements at the: City of Ocoee Regional Law Enforcement Training Facility 1707 E. Crown Point Road Ocoee, FL 34761» Corner of Daniel Webster Western Beltway & N Fullers Cross Road, Ocoee FL (defined as the “Off-Site Infrastructure Improvements”). The Off-Site Infrastructure Improvements are the “Utility Extensions” described in Section 5 of the Interim Agreement effective March 25, 2024, and shall consist of extending the nearest sanitary sewer line and the nearest potable water line to the Regional Law Enforcement Training Facility. The Design-Builder is not responsible for designing the Off-Site Infrastructure Improvements. THE OWNER: (Name, legal status and address) City of Ocoee» 1 North Bluford Avenue» Ocoee, FL 34761» THE DESIGN-BUILDER: (Name, legal status and address) Fortress Secured, LLC., a Florida Limited Liability Company 3603 Beachwood Court » Jacksonville, Florida 32224» The Owner and Design-Builder hereby amend the Agreement as follows. TABLE OF ARTICLES A.1 CONTRACT SUM Page 403 of 509 A.2 CONTRACT TIME A.3 INFORMATION UPON WHICH AMENDMENT IS BASED A.4 DESIGN-BUILDER’S PERSONNEL, CONTRACTORS AND SUPPLIERS A.5 COST OF THE WORK ARTICLE A.1 CONTRACT SUM § A.1.1 The Owner shall pay the Design-Builder the Contract Sum in current funds for the Design-Builder’s performance of the Contract after the execution of this Amendment. The Contract Sum shall be one of the following and shall not include compensation the Owner paid the Design-Builder for Work performed prior to execution of this Amendment: (Check the appropriate box.) [ « » ] Stipulated Sum, in accordance with Section A.1.2 below [ X] Cost of the Work plus the Design-Builder’s Fee, in accordance with Section A.1.3 below [ « » ] Cost of the Work plus the Design-Builder’s Fee with a Guaranteed Maximum Price, in accordance with Section A.1.4 below (Based on the selection above, complete Section A.1.2, A.1.3 or A.1.4 below.) § A.1.2 THIS SECTION DELETED. § A.1.3 Cost of the Work Plus Design-Builder’s Fee § A.1.3.1 The Cost of the Work is as defined in Article A.5, Cost of the Work. is anticipated to be: Seven Hundred Forty-Six Thousand Five Hundred Ninety-seven Dollars and No Cents ($746,597.00) § A.1.3.2 The Design-Builder’s Fee is estimated to be: Forty-Four Thousand Seven Hundred Ninety-Five Dollars and Eighty-Two Cents ($44,795.82) which is 6% of the Cost of Work and is in addition to the Cost of Work. For purposes of computing the Design-Builder’s Fee, any additional costs per Section A.5.1.6.3 shall not be included in the computation of the Design -Builder’s Fee of 6% of the Cost of Work. § A.1.4 INTENTIONALLY OMITTED. § A.1.5 Payments § A.1.5.1 Progress Payments § A.1.5.1.1 Based upon Applications for Payment submitted to the Owner by the Design-Builder, the Owner shall make progress payments on account of the Contract Sum to the Design -Builder as provided below and elsewhere in the Design-Build Documents. § A.1.5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: « » § A.1.5.1.3 Provided that an Application for Payment is received not later than the 25 th day of the month, payment by the Owner shall comply with the applicable portions of Florida Statutes § 218.735. § A.1.5.1.4 At least five (5) days before the date established for each progress payment, the Design -Builder shall submit to the Owner an itemized Application for Payment for completed portions of the Work. Page 404 of 509 § A.1.5.1.5 Intentionally Omitted. § A.1.5.1.6 In taking action on the Design-Builder’s Applications for Payment, the Owner shall be entitled to rely on the accuracy and completeness of the information furnished by the Design -Builder and shall not be deemed to have made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Sections A.1.5.1.4 or A.1.5.1.5, or other supporting data; to have made exhaustive or continuous on -site inspections; or to have made examinations to ascertain how or for what purp oses the Design-Builder has used amounts previously paid. Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner’s auditors acting in the sole interest of the Owner. § A.1.5.1.7 Except with the Owner’s prior written approval, the Design -Builder shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. § A.1.5.3 Progress Payments—Cost of the Work Plus a Fee § A.1.5.3.1 Where the Contract Sum is based upon the Cost of the Work plus a fee without a Guaranteed Maximum Price, Applications for Payment shall show the Cost of the Work actually incurred by the Design -Builder through the end of the period covered by the Application for Payment and for which Design-Builder has made or intends to make actual payment prior to the next Application for Payment. § A.1.5.3.2 Subject to other provisions of the Design-Build Documents, the amount of each progress payment shall be computed as follows: .1 Take the Cost of the Work as described in Article A.5 of this Amendment; .2 Add the Design-Builder’s Fee, less retainage of 5 percent (5%); provided there will be no retainage for payment and performance bonds, any other Cost of Work that customarily is not subject to retainage and the Design Builder Fee. The Design-Builder’s Fee shall be computed upon the Cost of the Work described in the preceding Section A.1.5.3.2.1 at the rate stated in Section A.1.3.2; or if the Design-Builder’s Fee is stated as a fixed sum in that Section, an amount which bears the same ratio to that fixe d-sum Fee as the Cost of the Work in that Section bears to a reasonable estimate of the probable Cost of the Work upon its completion; .3 Subtract retainage of 5 percent (5%) from that portion of the Work that the Design -Builder self- performs; .4 Subtract the aggregate of previous payments made by the Owner; .5 Subtract the shortfall, if any, indicated by the Design-Builder in the documentation required by Section A.1.5.1.4 or resulting from errors subsequently discovered by the Owner’s auditors in such documentation; and .6 Subtract amounts, if any, for which the Owner has withheld or withdrawn a Certificate of Payment as provided in the Section 9.5 of the Agreement. § A.1.5.4 Intentionally Omitted. § A.1.5.5 Final Payment § A.1.5.5.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Design-Builder not later than 30 days after the Design -Builder has fully performed the Contract and the requirements of Section 9.10 of the Agreement have been satisfied, except for the Design-Builder’s responsibility to correct non-conforming Work discovered after final payment or to satisfy other requirements, if any, which extend beyond final payment. § A.1.5.5.2 Intentionally Omitted. Page 405 of 509 ARTICLE A.2 CONTRACT TIME § A.2.1 Contract Time, as defined in the Agreement at Section 1.4.13, is the period of time, including authorized adjustments, for Substantial Completion of the Work. § A.2.2 The Design-Builder shall achieve Substantial Completion of the Work not later than 7 months from the date the Owner has issued a Notice to Proceed and Design Builder has received all Required Permits, provided that Design Builder shall utilize commercially reasonable best efforts to submit and to obtain approval of Required Permits « » Portion of Work Substantial Completion Date N/A N/A , subject to adjustments of the Contract Time as provided in the Design -Build Documents. (Insert provisions, if any, for liquidated damages relating to failure to achieve Substantial Completion on time or for bonus payments for early completion of the Work.) « » ARTICLE A.3 INFORMATION UPON WHICH AMENDMENT IS BASED § A.3.1 The Contract Sum and Contract Time set forth in this Amendment are based on the following: § A.3.1.1 The Supplementary and other Conditions of the Contract: Document Title Date Pages N/A N/A N/A N/A § A.3.1.2 The Specifications: (Either list the specifications here or refer to an exhibit attached to this Amendment.) The City of Ocoee Engineering Standards Manual Section Title Date Pages N/A N/A N/A N/A § A.3.1.3 The Drawings: (Either list the drawings here or refer to an exhibit attached to this Amendment.) As shown on Exhibit J, Drawings, attached to the Design -Build Agreement. Number Title Date Title Date Pages N/A N/A N/A Other identifying information: « » ARTICLE A.4 DESIGN-BUILDER’S PERSONNEL, CONTRACTORS AND SUPPLIERS § A.4.1 The Design-Builder’s key personnel are identified below: (Identify name, title and contact information.) .1 Superintendent Page 406 of 509 Superintendent will be identified before the start of Construction. The person will be subject to approval by the Owner, which shall not be unreasonably withheld, conditioned or delayed. .2 Project Manager Project Manager will be identified before the start of Construction. The person will be subject to approval by the Owner, which shall not be unreasonably withheld, conditioned or delayed. .3 Others Matt Everett 3603 Beachwood Ct Jacksonville, FL 32224 Matt@FortressSecured.com (904) 719-0843 mobile The Owner’s rights with respect to the approval or removal of personnel, contractors, and suppliers engaged in the Project shall be as set forth in Section 5.7 of the Contract. §A.4.2 The Design-Builder shall retain the following Consultants, Contractors and suppliers, identified below: (List name, discipline, address and other information.) N/A ARTICLE A.5 COST OF THE WORK §A.5.1 Cost To Be Reimbursed as Part of the Contract §A.5.1.1 Labor Costs §A.5.1.1.1 Wages of construction workers directly employed by the Design -Builder to perform the construction of the Work at the site or, with the Owner's prior approval, at off-site workshops. §A.5.1.1.2 With the Owner’s prior approval, wages or salaries of the Design-Builder's supervisory and administrative personnel when stationed at the site. (If it is intended that the wages or salaries of certain personnel stationed at the Design -Builder's principal or other offices shall be included in the Cost of the Work, identify below the personnel to be included, whether for all or only part of their time, and the rates at which their time will be charged to the Work.) Person Included Status (full-time/part- time) Rate ($0.00) Rate (unit of time) N/A N/A N/A N/A §A.5.1.1.3 Wages and salaries of the Design-Builder's supervisory or administrative personnel engaged at factories, workshops or on the road, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work. §A.5.1.1.4 Costs paid or incurred by the Design-Builder for taxes, insurance, contributions, assessments and benefits required by law or collective bargaining agreements and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Section A.5.1.1. §A.5.1.1.5 Bonuses, profit sharing, incentive compensation and any other discretionary payments paid to anyone hired by the Design-Builder or paid to the Architect or any Consultant, Contractor or supplier, with the Owner's prior approval. §A.5.1.2 Contract Costs. Payments made by the Design-Builder to the Architect, Consultants, Contractors and Page 407 of 509 suppliers in accordance with the requirements of their subcontracts. §A.5.1.3 Costs of Materials and Equipment Incorporated in the Completed Construction §A.5.1.3.1 Costs, including transportation and storage, of materials and equipment incorporated or to be incorporated in the completed construction. §A.5.1.3.2 Costs of materials described in the preceding Section A.5.1.3.1 in excess of those actually installed to allow for reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner's property at the completion of the Work or, at the Owner's option, shall be sold by the Design -Builder. Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work. §A.5.1.4 Costs of Other Materials and Equipment, Temporary Facilities and Related Items §A.5.1.4.1 Costs of transportation, storage, installation, maintenance, dismantling and removal of materials, supplies, temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Design-Builder at the site and fully consumed in the performance of the Work. Costs of materials, supplies, temporary facilities, machinery, equipment and tools that are not fully consumed shall be based on the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site. Costs for items not fully consumed by the Design -Builder shall mean fair market value. §A.5.1.4.2 Rental charges for temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Design-Builder at the site and costs of transportation, installation, minor repairs, dismantling and removal. The total rental cost of any Design-Builder-owned item may not exceed the purchase price of any comparable item. Rates of Design -Builder-owned equipment and quantities of equipment shall be subject to the Owner's prior approval. §A.5.1.4.3 Costs of removal of debris from the site of the Work and its proper and legal disposal. §A.5.1.4.4 Costs of document reproductions, electronic communications, postage and parcel delivery charges, dedicated data and communications services, teleconferences, Project websites, extranets and reasonable petty cash expenses of the site office. §A.5.1.4.5 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, with the Owner's prior approval. §A.5.1.5 Miscellaneous Costs §A.5.1.5.1 Premiums for that portion of insurance and bonds required by the Design-Build Documents that can be directly attributed to the Contract. With the Owner's prior approval self -insurance for either full or partial amounts of the coverages required by the Design-Build Documents. §A.5.1.5.2 Sales, use or similar taxes imposed by a governmental authority that are related to the Work and for which the Design-Builder is liable. §A.5.1.5.3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the Design-Builder is required by the Design-Build Documents to pay. §A.5.1.5.4 Fees of laboratories for tests required by the Design -Build Documents, except those related to defective or nonconforming Work for which reimbursement is excluded by Section 15.5.3 of the Agreement or by other provisions of the Design-Build Documents, and which do not fall within the scope of Section A.5.1.6.3. §A.5.1.5.6 With the Owner's prior approval, costs for electronic equipment and software directly related to the Work. §A.5.1.5.7 Deposits lost for causes other than the Design-Builder's negligence or failure to fulfill a specific responsibility in the Design-Build Documents. Page 408 of 509 § A.5.1.5.8 With the Owner's prior approval, which shall not be unreasonably withheld, legal, mediation and arbitration costs, including attorneys' fees, other than those arising from disputes between the Owner and Design - Builder, reasonably incurred by the Design -Builder after the execution of the Agreement and in the performance of the Work. § A.5.1.6 Other Costs and Emergencies § A.5.1.6.1 Other costs incurred in the performance of the Work if and to the extent, approved in advance in writing by the Owner. § A.5.1.6.2 Costs incurred in taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of persons and property. § A.5.1.6.3 The Owner and Design-Builder expressly agree that if the Commencement of Construction for the Off- Site Infrastructure Improvements precedes the Commencement of Construction for the Regional Law Enforcement Training Facility, then the Design-Builder shall be entitled to an additional reimbursement of Sixty Thousand Dollars and No Cents ($60,000.00) for General Conditions. Notwithstanding any ot her provision in this Agreement, such amount shall not be subject to the withholding of Retainage. § A.5.1.7 Related Party Transactions § A.5.1.7.1 For purposes of Section A.5.1.7, the term “related party” shall mean a parent, subsidiary, affiliate or other entity having common ownership or management with the Design -Builder; any entity in which any stockholder in, or management employee of, the Design-Builder owns any interest in excess of ten percent in the aggregate; or any person or entity which has the right to control the business or affairs of the Design -Builder. The term “related party” includes any member of the immediate family of any person identified above. § A.5.1.7.2 If any of the costs to be reimbursed arise from a transaction between the Design -Builder and a related party, the Design-Builder shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred. If the Owner, after such notification, authorizes the proposed transaction, then the cost incurred shall be included as a cost to be reimbursed, and the Design-Builder shall procure the Work, equipment, goods or service from the related party, as a Contractor, according to the terms of Section A.5.4. If the Owner fails to authorize the transaction, the Design-Builder shall procure the Work, equipment, goods or service from some person or entity other than a related party according to the terms of Section A.5.4. § A.5.2 Costs Not to Be Reimbursed as Part of this Contract The Cost of the Work shall not include the items listed below: .1 Salaries and other compensation of the Design-Builder's personnel stationed at the Design- Builder's principal office or offices other than the site office, except as specifically provided in Section A.5.1.1; .2 Expenses of the Design-Builder's principal office and offices other than the site office; .3 Overhead and general expenses, except as may be expressly included in Section A.5.1; .4 The Design-Builder's capital expenses, including interest on the Design-Builder's capital employed for the Work; .5 Except as provided in Section A.5.1.6.3 of this Agreement, costs due to the negligence or failure of the Design-Builder, Contractors and suppliers or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable to fulfill a specific responsibility o f the Contract; .6 Any cost not specifically and expressly described in Section A.5.1; and .7 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum Price to be exceeded. Page 409 of 509 §A.5.3 Discounts, Rebates, and Refunds §A.5.3.1 Cash discounts obtained on payments made by the Design-Builder shall accrue to the Owner if (1) before making the payment, the Design-Builder included them in an Application for Payment and received payment from the Owner, or (2) the Owner has deposited funds with the Design-Builder with which to make payments; otherwise, cash discounts shall accrue to the Design-Builder. Trade discounts, rebates, refunds and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Design-Builder shall make provisions so that they can be obtained. §A.5.3.2 Amounts that accrue to the Owner in accordance with Section A.5.3.1 shall be credited to the Owner as a deduction from the Cost of the Work. §A.5.4 Other Agreements §A.5.4.1 When the Design-Builder has provided a Guaranteed Maximum Price, and a specific bidder (1) is recommended to the Owner by the Design-Builder; (2) is qualified to perform that portion of the Work; and (3) has submitted a bid that conforms to the requirements of the Design -Build Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Design -Builder may require that a Change Order be issued to adjust the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Design-Builder and the amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner. § A.5.4.2 Agreements between the Design-Builder and Contractors shall conform to the applicable payment provisions of the Design-Build Documents and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. § A.5.4.3 The agreements between the Design-Builder and Architect and other Consultants identified in the Agreement shall be in writing. These agreements shall be promptly provided to the Owner upon the Owner’s written request. §A.5.5 Accounting Records The Design-Builder shall require Contractors to keep full and detailed records and accounts related to the Cost of the Work and exercise such controls as may be necessary for proper financial management under the Contract and to substantiate all costs incurred; provided that Design-Builder shall have no liability to Owner for Contractors’ failure to comply with this Section. §A.5.6 Relationship of the Parties The Design-Builder accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to exercise the Design-Builder’s skill and judgment in furthering the interests of the Owner; to furnish efficient construction administration, management services and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner’s interests. 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Page 410 of 509 Page 411 of 509 Exhibit I Ocoee Regional Law Enforcement Training Facility – Additional Project Off-Site Infrastructure Improvements Schedule of Values (attached) Page 412 of 509 ITEM NO.DESCRIPTION Unit Quant.Bid Unit 1 Mobilization LS 1 $ 54,800.00 2 MOT LS 1 $ 16,230.00 3 Erosion Control LS 1 $ 4,400.00 4 4" C900 DR25 PVC Pipe LF 830 $ 84.00 5 4" DIPS DR11 HDPE Pipe LF 3120 $ 75.00 $ 234,000.00 6 8" C900 DR25 PVC Pipe LF 10 $ 145.00 7 8" Class 350 DI Pipe LF 430 $ 165.00 8 12" Class 350 DI Pipe LF 220 $ 179.00 9 14" DIPS DR11 HDPE Pipe LF 200 $ 255.00 10 8"x4" Reducer EA 1 $ 970.00 11 12"x8" Reducer EA 1 $ 630.00 12 14"x12" Reducer EA 2 $ 720.00 13 12"x12" Tapping Sleeve and Valve EA 1 $ 12,980.00 14 2" Air Release Valve Assembly EA 8 $ 7,800.00 15 4" Plug Valve EA 8 $ 2,900.00 16 8" Gate Valve EA 1 $ 3,650.00 17 12" Gate Valve EA 3 $ 6,840.00 18 4" Plug EA 2 $ 540.00 19 12" Plug EA 2 $ 795.00 20 4" 22.5 Bend EA 2 $ 640.00 21 4" 45 Bend EA 2 $ 650.00 22 4" 90 Bend EA 2 $ 680.00 23 4" 11.25 Bend EA 10 $ 630.00 24 8" 45 Bend EA 2 $ 680.00 25 12" 22.5 Bend EA 2 $ 720.00 26 12" 90 Bend EA 1 $ 806.00 27 4"x4" Tee EA 1 $ 1,100.00 28 12"x12" Tee EA 2 $ 1,300.00 29 8"x2" Blowoff EA 1 $ 3,870.00 30 Temp Jumper EA 1 $ 2,400.00 31 Remove and Replace 15" MES & CMP EA 1 $ 6,744.00 32 Locates and Utility Coordination LS 1 $ 16,450.00 33 Asphalt Restoration SY 22 $ 880.00 34 Performance and Payment Bonds EA 1 $ 9837.00 Total $746,597.00 Add Alternate General Conditions for non-concurrent construction of the "Facility" and the "Utility Project" EA 1 $ 60,000.00 ** Bid Amount $ 54,800.00 $ 16,230.00 $ 4,400.00 $ 69,720.00 $ 1,450.00 $ 70,950.00 $ 39,380.00 $ 51,000.00 $ 970.00 $ 630.00 $ 1,440.00 $ 12,980.00 $ 62,400.00 $ 23,200.00 $ 3,650.00 $ 20,520.00 $ 1,080.00 $ 1,590.00 $ 1,280.00 $ 3,870.00 $ 2,400.00 $ 1,300.00 $ 1,360.00 $ 6,300.00 $ 1,360.00 $ 1,440.00 $ 60,000.00 Total does not include 6% Design-Build Fee $ 9,837.00 $ 6,744.00 $ 16,450.00 $ 19,360.00 $ 806.00 $ 1,100.00 $ 2,600.00 Ocoee Law Enforcement Training Facility Off-Site Infrastructure Improvement Schedule of Values Page 413 of 509 Exhibit J Ocoee Regional Law Enforcement Training Facility – Additional Project Off-Site Infrastructure Improvements Drawings SHEET SHEET NAME DATE REVISION C-02 Force Main Plan and Profile STA 53+00 to STA 56+42 JULY 2024 4 C-02A Force Main Plan and Profile STA 53+00 to STA 56+42 JULY 2024 4 C-03 Force Main Plan and Profile STA 56+42 to STA 61+10 JULY 2024 4 C-03A Force Main Plan and Profile STA 56+42 to STA 61+10 JULY 2024 4 C-04 Force Main Plan and Profile STA 61+10 to STA 65+80 JULY 2024 4 C-04A Force Main Plan and Profile STA 61+10 to STA 65+80 JULY 2024 4 C-05 Force Main Plan and Profile STA 65+80 to STA 70+49 JULY 2024 4 C-06 Force Main Plan and Profile STA 70+49 to STA 75+18 JULY 2024 4 C-07 Force Main Plan and Profile STA 75+18 to STA 79+87 JULY 2024 4 C-08 Force Main Plan and Profile STA 79+87 to STA 84+56 JULY 2024 4 C-09 Force Main Plan and Profile STA 84+56 to STA 89+25 JULY 2024 4 C-10 Force Main Plan and Profile STA 89+25 to STA 93+50 JULY 2024 4 D-05 Material Quantity Table JULY 2024 4 Page 414 of 509 Exhibit 4 Exhibit 4 Formal Contract between the Developer, the City and the General Contractor, Summit Construction [To be included on following pages] Page 415 of 509 EXHIBIT 4 FORMAL CONTRACT BETWEEN THE DEVELOPER, THE CITY, AND THE GENERAL CONTRACTOR, SUMMIT CONSTRUCTION THIS FORMAL CONTRACT is entered into between FORTRESS SECURED, LLC (the “Developer”), the CITY OF OCOEE, FLORIDA (the City”), and SUMMIT CONSTRUCTION MANAGEMENT GROUP, LLC (“Summit”), on the following terms and conditions: RECITALS WHEREAS, the Florida Bond Statute, Florida Statutes § 255.05 states in pertinent part, “A person entering into a formal contract with the…city…for the construction of a public building…or public work shall be required, before commencing the work…to execute and record in the public records of the county where the improvement is located, a payment and performance bond with a surety insurer authorized to do business in this state as surety”; and WHEREAS, the parties intend for Developer to procure the necessary performance and statutory payment bonds required for both Projects; and WHEREAS, City and Developer wish to document their strict compliance with Florida Statutes § 255.05. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged hereby, the Developer, the City, and Summit agree as follows: Relationship of the Parties a)Developer shall enter into one or more subcontracts with Summit that shall set forth Summit’s duties, obligations, and rights with respect to constructing the Facility. b)Developer shall enter into one or more subcontracts with Cathcart Construction Company (“Cathcart”) that shall set forth Cathcart’s duties, obligations and rights with respect to constructing the Off-Site Infrastructure Improvements. c)Developer shall be responsible for the acts, failures to act, errors, and omissions of Summit and Cathcart. d)The Comprehensive Agreement to which this Exhibit 4 is attached shall not establish any duties, obligations, or rights between the City and Summit or Cathcart except as otherwise provided in this Exhibit 4. Page 416 of 509 2 e)Developer shall procure payment and performance bonds for the Facility in accordance with Florida Statute § 255.05 at no further cost other than the agreed upon the stipulated sum in the Construction Contract. f)Developer shall procure payment and performance bonds for the Off-Site Infrastructure Improvements in accordance with Florida Statute § 255.05 (“Developer’s Utility Bonds”), with sub-payment and sub-performance bonds procured by Cathcart to back-up the Developer’s bonds (the “Sub-Bonds”); provided the cost of both Developer’s Utility Bonds and the Sub-Bonds are included as Cost of Work in the Construction Contract. The City shall be an obligee/beneficiary of the Sub-Bonds obtained by Cathcart. g)The City shall be an expressed third-party beneficiary of the subcontracts between Developer and Summit and Cathcart such that the City shall have all rights of the Developer without the Developer’s obligations. Without limiting the foregoing, the City shall have full rights to enforce: (i) all representation and warranties given by Summit or Cathcart on the Project work; (ii) Cathcart’s performance bond and payment bond obligations against Summit and the bond surety; (iii) that no liens be placed against City property by Summit, Cathcart or those performing work through Summit or Cathcart and related indemnification in favor of the City since the City’s property is exempt from Chapter 713, Florida Statutes; and (iv) enforce insurance policy and additional insured party requirements against Summit and Cathcart. h)Summit and Cathcart shall make the City an additional insured party on all insurance policies intended to cover the Project owner under the subcontract. i)All subcontracts executed by the Developer shall contain the following provision: “CONTRACTOR acknowledges and agrees that the City of Ocoee is a Florida municipality (“CITY”), and as such, the CITY’s property, the Work, and the Project involved are not subject to construction liens pursuant to Chapter 713, Florida Statutes and other any liens. CONTRACTOR and its sub-contractors, materialmen and laborers shall not file or record claims of lien or any other liens against the Work, the Project, or any property owned by the CITY. CONTRACTOR hereby agrees to indemnify, defend and hold the CITY harmless from all liens filed by CONTRACTOR and its sub-contractors, materialmen and laborers and all other claiming through CONTRACTOR against the Project, Work, and any property owned by the CITY, including for the CITY’s attorneys’ fees and costs (including for pre-suit, trial and appellate level expenses). All subcontractors, materialmen, laborers, vendors and all others claiming by and through CONTRACTOR shall look exclusively to the payment bond posted in accordance with Section 255.05, Florida Statutes, if not properly paid. Page 417 of 509 3 j)All parties agree that the City is not undertaking any obligation, duty, or responsibility, including to pay, reimburse, compensate or otherwise be responsible for payment of any fees, charges, rents, licenses, costs, expenses, reimbursements, or any other amount to Summit, Cathcart or to any other subcontractor. However, to mitigate the risk of default by Developer to Summit or Cathcart, which could result in a surety dishonoring a bond on an assertion of “owner default,” the City may, in its discretion, make its payments under the Comprehensive Agreement by checks payable to the order of both Developer and Summit or Cathcart, requiring both of their signatures for deposit. Compliance with the Florida Bond Statute k)Developer shall procure the necessary performance and statutory payment bonds for the Project and shall execute and record such bonds in its capacity as principal to the surety. l)Insofar as Developer is a “person entering into a formal contract with the…city…for construction of a public building” and must “execute and record in the public records…a payment and performance bond” under Florida Statutes § 255.05, Developer shall execute and record the necessary performance and statutory payment bonds in its capacity as Contractor/Obligor. m)If required by the surety, the City shall execute the performance and statutory payment bonds in its capacity as Owner/Obligee/Beneficiary. n)The Performance Bond and Statutory Payment Bond shall have a penal sum equal to at least the total price of all construction contracts, as security for the faithful performance and payment of all of Developer’s construction obligations under the Contract. These bonds shall remain in effect until one year after the date when final payment on all construction contracts relating to the Project becomes due, except as provided otherwise by Laws or Regulations. o)The bonds shall be executed by such sureties as are named in “Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies” as published in Circular 570 (as amended and supplemented) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. A bond signed by an agent or attorney-in-fact must be accompanied by a certified copy of that individual’s authority to bind the surety. The evidence of authority shall show that it is effective on the date the agent or attorney-in-fact signed the accompanying bond. Page 418 of 509 Page 419 of 509 5 ATTEST: Melanie Sibbitt, City Clerk (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA APPROVED AS TO FORM AND LEGALITY this _____ day of __________________, 2025. APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON UNDER AGENDA ITEM No. ______ FISHBACK DOMINICK BY: Richard S. Geller, Esq. City Attorney S:\AKA\CLIENTS\Ocoee, City of\Law Enforcement Training Center (Fortress Secured) O164-27494\Agreements\Exhibit 4 - Agreement with Summit Construction - 04-09-2025.docx Page 420 of 509