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#17-7198 (Manhattan Const. Co)
AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX (Solicitation No.: 17-7198) THIS AGREEMENT, is made and entered into as of the date of execution by both parties, by and between Collier County, a political subdivision of the State of Florida, hereinafter referred to as the "COUNTY" and Manhattan Construction (Florida), Inc., authorized to do business in the State of Florida, whose business address is 3705-1 Westview Drive, Naples, Florida 34104, hereinafter referred to as "CONSTRUCTION MANAGER" or"CONTRACTOR." WITNESSETH: WHEREAS,the COUNTY intends to undertake the Project described as"Collier County Sports Complex" and employ the CONSTRUCTION MANAGER in connection with this Project; and WHEREAS, the COUNTY issued Request for Construction Manager Services (RCMS) # 17- 7198 on September 1, 2017; and WHEREAS,the COUNTY evaluated and ranked the proposals received in accordance with the Applicable Florida Statutes, COUNTY ordinances and policies, and found the CONSTRUCTION MANAGER qualified to perform the necessary services; and WHEREAS, the CONSTRUCTION MANAGER has reviewed the service required pursuant to the Agreement and is qualified,willing and able to provide and perform all such services in accordance with the terms of the Agreement; and WHEREAS, the services to be provided under this Agreement will be divided among Phased Preconstruction Services and Construction Phases, as authorized by this Agreement; and WHEREAS,subsequent Phases,if authorized,shall encompass services,as required to complete construction of the Project, as contemplated by the RCMS, and shall be authorized solely by a written Amendment(s)to this Agreement. NOW,THEREFORE,the COUNTY and the CONSTRUCTION MANAGER,in consideration of the mutual covenants contained herein, do agree as follows: I. RECITALS The above recitals are true and correct and are hereby incorporated into this Agreement. AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) II. DEFINITIONS A. County's Administrative Agent: The Administrative Agent named below is designated to do all things necessary to properly administer the terms and conditions of this Agreement. The Administrative Agent is the COUNTY's staff representative for the Project, and is responsible for issuing COUNTY approvals as necessitated during the Project, and receiving and dispensing materials and information relative to the Project on behalf of the COUNTY. The Administrative Agent will be responsible for the following tasks as related to the Project: 1. Examine reports, sketches, drawings, estimates, proposals, and other documents presented by the CONSTRUCTION MANAGER,for the purpose of issuance of those approvals necessary to support preparation and submission of invoices by the CONSTRUCTION MANAGER. 2. Provide instructions, receipt of information, interpretation and definition of COUNTY policies and decisions with respect to design, construction, materials, and other matters pertinent to the work covered by this Agreement. 3. Provide review and written confirmation of all documents and payment requests. 4. Determine when and if it maybe in the best interest of the COUNTY to shift funding among tasks identified in the Scope of Services, providing the not-to-exceed amount of the Agreement is not exceeded. B. Allowances: Generally, the term "Allowance" shall mean a particular line item or unit cost budget. Unused allowances or allowance underruns shall be reallocated to the Owner's Contingency(within the Guaranteed Maximum Price) via a Change Order. C. Architect: The architect for this project is hereinafter referred to as the Design Consultant . D. Construction Documents: Final working drawings and specifications (i) meeting all applicable current federal laws, state and local codes, to obtain necessary governmental approvals and permits; and (ii) as required to construct the complete and fully operational facility. E. Final Completion:The point in the progress of the Work when all Work related to the Project has been completed by the CONSTRUCTION MANAGER and accepted by the COUNTY. Warranties called for by this Agreement or by the Construction Documents shall commence on the date of issuance of Final Completion. F. GMP: The Guaranteed Maximum Price (GMP) shall be the sum of the CONSTRUCTION MANAGER's Cost of Work and the CONSTRUCTION MANAGER's fee for the performance and completion of all the services for the Construction Phase of the Project, including but not limited to the completion of the Work in accordance with the Construction Documents. 2 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) G. Preconstruction Phase Fee: The sum to be paid for providing all Preconstruction Phase services, as set forth in this Agreement, and as contemplated in the RCMS. H. Project: The Project shall mean a regional tournament caliber sports facility in multiple phases. The Project is located approximately 1-mile northeast of the I-75 and Collier Boulevard interchange. The Project will be constructed on two tracts of land: approximately 60 acres in the City Gate Industrial Park and approximately 60 acres on the County's property immediately east of City Gate, including improvements as described and defined in the Construction Documents. I. Project Phases: The Project is divided among Preconstruction Phases and Construction Phases. J. Project Schedule: The Project Schedule as used in this Agreement shall mean the timeline prepared by the CONSTRUCTION MANAGER and approved by the COUNTY's Administrative Agent for accomplishing the Project. The Project Schedule shall include all major sequences of the preconstruction and construction work,material supplies, long-lead procurement,Design Consultant's approval of shop drawings, schedules for Change Orders and performance testing requirements. K. Project Team: The term Project Team, as used in this Agreement and associated Exhibits, shall include the COUNTY, the Project Design Consultant and the CONSTRUCTION MANAGER. L. Substantial Completion: The point in the progress of the Work when the Project or designated portion thereof are sufficiently complete in accordance with the Contract Documents so that the COUNTY can fully occupy and utilize the Site for its intended use with all certificates of occupancy obtained. Warranties called for by this Agreement or by the Construction Documents shall commence on the date of issuance for the Certificate of Substantial Completion. M. Trade Contractor: This term shall mean those contractors having a direct contract with the CONSTRUCTION MANAGER for the performance of the work. N. Work: This term shall mean all authorized and approved work, materials supplies, tools, fixtures, labor, services, equipment, construction management and contract administration services for the design phase, Project development and construction of the Project to be performed and provided by CONSTRUCTION MANAGER (and its agents, employees, Trade Contractors, Sub-construction Manager's,Professionals,and Subcontractors)pursuant to this Agreement. III. CONSTRUCTION MANAGER'S SERVICES A. The CONSTRUCTION MANAGER agrees to diligently provide all preconstruction services for the Project and to perforin the required services in the manner described in Exhibit A, Scope of Services - Preconstruction Phases, attached hereto and incorporated herein. ,303 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198)4e B. This Agreement shall commence immediately upon the execution of this Agreement by both the COUNTY and the CONSTRUCTION MANAGER, and upon the CONSTRUCTION MANAGER's receipt of the written Notice to Proceed from the COUNTY's Administrative Agent, and shall continue through the completion of the preconstruction services for the Project in accordance with Exhibit B,Project Schedule-Preconstruction Phases, attached hereto and incorporated herein. IV. COMPENSATION AND PAYMENT OF CONSTRUCTION MANAGER'S SERVICE A. The COUNTY shall pay the CONSTRUCTION MANAGER for the preconstruction services rendered hereunder and completed in accordance with the terms and conditions of this Agreement in an amount not to exceed One Hundred Ninety-Five Thousand, Five Hundred Twenty-Seven Dollars and 00/100 ($195,527), as the total agreement amount for performing the tasks as set forth in Exhibit A,Scope of Services-Preconstruction Phases, (and further described in Exhibit C, Fee Schedule - Preconstruction Phases) attached hereto and incorporated herein. Said total amount to be all inclusive of costs necessary to provide all services as outlined in this Agreement. B. CONSTRUCTION MANAGER represents and warrants that wage rates and other factual unit costs supporting the compensation relative to this Agreement shall be accurate,complete, and current at the time of entering into the Agreement. The amounts set forth in this Agreement will be adjusted to exclude any significant sums where the COUNTY determines the amount of any task was increased due to inaccurate, incomplete, non-current wage rates or other factual unit costs. All such adjustments to the Agreement amount must be made within one year following the end of this Agreement. C. The COUNTY's performance and obligation to pay under this Agreement is contingent upon an appropriation by the Board of County Commissioners. The COUNTY shall promptly notify the CONSTRUCTION MANAGER if the necessary appropriation is not made. V. ADDITIONAL SERVICES If, upon written instruction by the COUNTY's Administrative Agent and written agreement by the CONSTRUCTION MANAGER, the CONSTRUCTION MANAGER shall perform additional services as allowed herein, and if such services are not required as a result of error, omission or negligence of CONSTRUCTION MANAGER, then in such event the CONSTRUCTION MANAGER shall be entitled to additional compensation. The additional compensation shall be computed by the CONSTRUCTION MANAGER on a revised fee quotation proposal and submitted to the COUNTY's Administrative Agent for review and approval by the COUNTY. The fee shall be agreed upon before commencement of any additional services or changes and shall be incorporated into this Agreement by written Amendment. Any additional service or work performed before a written Amendment to this Agreement is approved shall not be compensated by the COUNTY. VI. METHOD OF PAYMENT A. The COUNTY shall pay the CONSTRUCTION MANAGER through payment issued by the Clerk of the Circuit Court in accordance with the Local Government Prompt Payment Act, 4 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION _. PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198)" Section 218.70, Florida Statutes, upon receipt of the CONSTRUCTION MANAGER's invoice and written approval of same by the COUNTY's Administrative Agent indicating that services have been rendered in conformity with this Agreement. The CONSTRUCTION MANAGER shall submit a monthly invoice for payment to the COUNTY for those specific services as described in Exhibit A, Scope of Services - Preconstruction Phases, and the corresponding amount as described in Exhibit C, Fee Schedule - Preconstruction Phases that were completed during that invoicing period. B. For those specific services that were partially completed, progress payments shall be paid monthly in proportion to the percentage of completed work on those specific service activities as approved in writing by the COUNTY's Administrative Agent. C. The CONSTRUCTION MANAGER's invoices shall be in a form satisfactory to the Clerk of the Circuit Court, who shall initiate disbursements. The CONSTRUCTION MANAGER is responsible for providing all necessary documentation that may be required by the COUNTY. VII. INDEMNIFICATION A. To the maximum extent permitted by Florida law, CONSTRUCTION MANAGER shall defend,indemnify and hold harmless the COUNTY, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees,to the extent caused by the negligence,recklessness,or intentionally wrongful conduct of CONSTRUCTION MANAGER or anyone employed or utilized by the CONSTRUCTION MANAGER in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies that otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. B. The duty to defend under this Article VII is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the CONSTRUCTION MANAGER, the COUNTY and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to CONSTRUCTION MANAGER. The CONSTRUCTION MANAGER's obligation to indemnify and defend under this Article VII will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the COUNTY or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. VIII. CONSTRUCTION MANAGER'S INSURANCE A. Before performing any work pursuant to this Agreement, CONSTRUCTION MANAGER shall procure and maintain, during the life of this Agreement unless otherwise specified, insurance as listed in Exhibit D, Insurance Specifications - Preconstruction Phases, attached hereto and incorporated herein. 5 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) B. CONSTRUCTION MANAGER shall obtain and carry, at all times during its performance under the Contract Documents,insurance of the types and in the amounts set forth in Exhibit D to this Agreement. C. All insurance shall be from responsible companies duly authorized to do business in the State of Florida. D. All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 1. All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSTRUCTION MANAGER to meet the requirements of this Agreement shall name Collier County Board of County Commissioners, or, Board of County Commissioners in Collier County, or, Collier County Government, as an additional insured as to the operations of CONSTRUCTION MANAGER under this Agreement and shall contain a severability of interests' provisions. 2. Companies issuing the insurance policy or policies shall have no recourse against the COUNTY for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSTRUCTION MANAGER. 3. All insurance coverage of CONSTRUCTION MANAGER shall be primary to any insurance or self-insurance program carried by the COUNTY applicable to this Project, and the "Other Insurance" provisions of any policies obtained by CONSTRUCTION MANAGER shall not apply to any insurance or self-insurance program carried by the COUNTY applicable to this Project. 4. The Certificates of Insurance must read: For any and all work performed on behalf of Collier County, or reference this contract number. 5. All insurance policies shall be fully performable in Collier County,Florida, and shall be construed in accordance with the laws of the State of Florida. E. CONSTRUCTION MANAGER, its subconsultant's and the COUNTY shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by the COUNTY, except such rights as they may have to the proceeds of such insurance held by any of them. F. All insurance companies from whom CONSTRUCTION MANAGER obtains the insurance policies required hereunder must meet the following minimum requirements: 1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 6 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:174198) 2. The insurance company must have a current A. M. Best financial rating of"Class VI" or higher. IX. RESPONSIBILITIES OF THE CONSTRUCTION MANAGER A. The CONSTRUCTION MANAGER accepts the relationship of trust and confidence established between CONSTRUCTION MANAGER and COUNTY by this Agreement. CONSTRUCTION MANAGER covenants to furnish its best skill and judgment and to cooperate with COUNTY and the Design Consultant during the Preconstruction Phases and to complete the Project in accordance with the Contract Documents and in an expedient and efficient manner. B. The CONSTRUCTION MANAGER shall be responsible for the professional quality, technical accuracy, and the coordination of all reports and other documents and data used or produced by or at the behest of the CONSTRUCTION MANAGER under this Agreement. The CONSTRUCTION MANAGER shall, without additional compensation, correct or revise any errors or deficiencies in its reports and other documents and data. C. If the CONSTRUCTION MANAGER is comprised of more than one legal entity,each entity shall be jointly and severally liable hereunder. D. The CONSTRUCTION MANAGER warrants that CONSTRUCTION MANAGER has not employed or retained any company or person,other than a bona fide employee working solely for CONSTRUCTION MANAGER, to solicit or secure this Agreement and that CONSTRUCTION MANAGER has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSTRUCTION MANAGER, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. E. The CONSTRUCTION MANAGER covenants and agrees that it and its employees shall be bound by the Standards of Conduct of Chapter 112, Florida Statutes and Section Seven Ethical Standards, of the Collier County Procurement Ordinance, #13-69, as amended, as it relates to work performed under this Agreement.The CONSTRUCTION MANAGER agrees to incorporate the provisions of this paragraph in any subcontract into which it might enter with reference to the work performed. F. The CONSTRUCTION MANAGER agrees that it and its employees shall communicate with COUNTY employees and members of the public in a civil manner. All aspects of a CONSTRUCTION MANAGER's performance, including complaints received from COUNTY employees or members of the public, may impact the COUNTY's decision to renew or terminate this Agreement in accordance with the provisions contained herein. The COUNTY further reserves the right to suspend or debar the CONSTRUCTION MANAGER from consideration for award of future contracts in accordance with Section Twenty-Eight Debarment and Suspension, of the Collier County Procurement Ordinance, #13-69, as amended, if the CONSTRUCTION MANAGER does not abide by the terms of this Agreement. 7 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) G. By its execution of this Agreement, CONSTRUCTION MANAGER acknowledges that it has been informed by the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity;may not submit a bid,proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or CONSTRUCTION MANAGER under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." H. The CONSTRUCTION MANAGER shall comply with all federal, state, and local laws, regulations and ordinances applicable to the work or payment for work thereof, and shall not discriminate on the grounds of race, color,religion, sex, or national origin in the performance of work under this Agreement. I. The CONSTRUCTION MANAGER shall maintain adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSTRUCTION MANAGER for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Project is completed, whichever is later, or such later date as may be required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. J. The CONSTRUCTION MANAGER represents to the COUNTY that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSTRUCTION MANAGER agrees that all services to be provided by CONSTRUCTION MANAGER pursuant to this Agreement shall be subject to the COUNTY's review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSTRUCTION MANAGER hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)- (b) as stated as follows: 8 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency 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 Contractor 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 public 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 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. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. K. The CONSTRUCTION MANAGER shall notify the COUNTY's Administrative Agent at least three (3)days in advance of any meeting between the CONSTRUCTION MANAGER, Design Consultant and any other stakeholder, including, but not limited to, County Commissioners, regulatory agencies or private citizens. L. Neither the COUNTY's review, approval or acceptance of, nor payment for, the services required under this Agreement shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. 9 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:174198) M. The rights and remedies of the COUNTY provided for under this Agreement are in addition to any other rights and remedies provided by law. N. The CONSTRUCTION MANAGER represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. The CONSTRUCTION MANAGER further represents that no persons having any such interest shall be employed to perform those services. X.DESIGN REVIEW SERVICES A. The CONSTRUCTION MANAGER acknowledges that the Project will be completed in accordance with the established schedule included in Exhibit B and shall make recommendations to the COUNTY's Administrative Agent and Design Consultant regarding the drawings and specifications to facilitate construction of the work. B. Design Review and Recommendations: The CONSTRUCTION MANAGER shall thoroughly familiarize itself with the Project. Where appropriate and as requested, CONSTRUCTION MANAGER shall make written recommendations with respect to the Project, foundations, selection of systems and materials and cost reducing alternatives, including assistance to the Design Consultant and the COUNTY's Administrative Agent in evaluating alternative comparisons versus long-term cost effects as the COUNTY's Administrative Agent deems appropriate. The CONSTRUCTION MANAGER shall call to the COUNTY's Administrative Agent and Design Consultant attention any known or perceived defects in the design, drawings and specifications or other documents that it notes, as soon as practicable after said defect is noted. Any design errors or omissions noted by the CONSTRUCTION MANAGER during this review shall be reported promptly to the Design Consultant and the COUNTY's Administrative Agent but the parties agree that the CONSTRUCTION MANAGER's review is only made in the CONSTRUCTION MANAGER's capacity as a contractor, and not as a licensed design professional. The recommendations and advice of the CONSTRUCTION MANAGER concerning design alternatives shall be subject to the review and approval of the COUNTY. C. Separate Contracts Planning: The CONSTRUCTION MANAGER shall review the Construction Documents and make recommendations in writing to the COUNTY's Administrative Agent with respect to dividing the work in such a manner as will permit the CONSTRUCTION MANAGER to take bids and award separate construction Trade Contracts. The Construction Manager shall make such divisions in a manner acceptable to the COUNTY's Administrative Agent, taking into consideration all factors such as natural and practical lines of severability, sequencing effectiveness, access and availability constraints, total time for completion, construction market conditions, availability of labor and materials, community relations, availability of qualified local and minority contractor participation, and any other factors pertinent to saving time and cost. 10 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) D. Job-Site Facilities: The GMP shall be inclusive of the arrangement and supply of all job-site facilities, to include workstations equipped with telephones, desks, FAX machines, and PC equipment that are reasonably necessary to enable the members of the Project Team to perform their respective duties in the management,inspection and supervision of construction of,the Project. The CONSTRUCTION MANAGER shall provide a dedicated office on site for use by the Project Team. E. Market Analysis: The CONSTRUCTION MANAGER shall assess conditions in the construction market to identify factors that will or may affect costs and time for completing the project. The CONSTRUCTION MANAGER shall conduct reviews as may be reasonably necessary to: (1)determine and report on availability of labor,material, equipment, potential bidders and possible impact of any shortages or surpluses of labor or material, and(2)in light of such determination(s), make recommendations with respect to long lead procurement, separation of construction into bid packages,sequencing of work,use of alternative materials, equipment or methods, other economics in design or construction and other matters that will promote cost savings and completion within the Project Schedule. F. Stimulation of Bidder Interest: The CONSTRUCTION MANAGER shall be responsible to stimulate bidder interest in the local market place and identify and reasonably encourage bidding competition through various meetings, presentations, mail-outs, telephone conferences, and the like. The CONSTRUCTION MANAGER shall obtain a minimum of three (3) competitive bids for each trade, unless otherwise directed by the COUNTY's Administrative Agent. The CONSTRUCTION MANAGER shall provide the COUNTY's Administrative Agent with the opportunity to review and approve all such bids before their acceptance. The CONSTRUCTION MANAGER shall carry out an active program of stimulating interest of qualified local contractors, including minority contractors, in bidding on the work and of familiarizing those bidders with the requirements of this project. XI. BASIS OF GUARANTEED MAXIMUM PRICE A. The CONSTRUCTION MANAGER shall submit to the County a proposed GMP as described herein, and in Exhibit A, and according to the schedule set forth in Exhibit B. B. The CONSTRUCTION MANAGER acknowledges and agrees that the GMP to be proposed will include: 1. The entire scope of work and services solicited under the RCMS and all exhibits, attachments, schedules and addenda thereto, and this Agreement and all exhibits, attachments, and schedules hereto, including but not limited to the Construction Documents,and any other material documents or Construction Documents that were used in preparation of the GMP. Notwithstanding the foregoing, if the Construction Documents fail to depict an item that is essential for operation, the CONSTRUCTION MANAGER is required to provide and install such essential item as part of the GMP. If the Contract Documents contain inconsistencies, discrepancies or omissions of which the CONSTRUCTION MANAGER had knowledge of or which are reasonably inferable from the Contract Documents as 11 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:174198) necessary to complete the Work in accordance with the Contract Documents, the CONSTRUCTION MANAGER shall not be entitled to an extension of the Project Schedule or an adjustment in the GMP for such items and the CONSTRUCTION MANAGER shall nonetheless be responsible to correct and complete such items; 2. A list of all allowances and the statement of their basis; 3. A list of any material clarifications and assumptions made by the CONSTRUCTION MANAGER in the preparation of the GMP necessary to supplement the information contained in the drawings and specifications; 4. A statement of the estimated cost (organized by trade categories), allowances, contingency, and other items including a list of any fees or other costs that comprise the GMP; 5. The date of substantial completion,upon which the proposed GMP is based; and 6. A schedule of the Construction Documents'issuance dates,upon which the proposed GMP is based. C. The CONSTRUCTION MANAGER acknowledges that the GMP includes an amount designated as the COUNTY's Contingency. The COUNTY's Contingency shall be available to the CONSTRUCTION MANAGER only if the COUNTY issues a Change Order or Amendment to this Agreement. In such event, the Change Order or Amendment shall specify the portion of the COUNTY's Contingency being made available and the purpose. D. The CONSTRUCTION MANAGER acknowledges that the Construction Drawings may be modified by the Design Consultant, from time to time, and if presented with modified Construction Drawings from the COUNTY, the CONSTRUCTION MANAGER is required to complete the Project as modified,with compensation, if deemed appropriate. E. The proposed GMP is subject to acceptance by the COUNTY, at the COUNTY's sole discretion. If the COUNTY wishes to accept the proposed GMP,the COUNTY shall prepare an Amendment to this Agreement,incorporating the GMP as well as any other provisions the COUNTY deems necessary for the performance of the Construction Phase of the Project. In the event the COUNTY does not wish to accept the proposed GMP, the COUNTY's Administrative Agent shall so inform the Construction Manager in writing. Thereupon this Agreement shall terminate and neither party shall have any obligation to the other regarding the Construction Phases, of the Project. XII. OWNERSHIP AND USE OF WORK PRODUCTS A. It is understood and agreed that the work products, including reports and other documents and data developed by the CONSTRUCTION MANAGER relating to its services shall be delivered to, and shall become the property of the COUNTY as they are received by the COUNTY. The CONSTRUCTION MANAGER hereby assigns all its copyright and other 12 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) proprietary interests in the products of this Agreement to the COUNTY. Specific written authority is required from the COUNTY's Administrative Agent for the CONSTRUCTION MANAGER to use any of the work products of this Agreement on any non-County project. B. Notwithstanding the above,any reuse of the work products by the COUNTY on other projects will be at the risk of the COUNTY. C. Upon the completion or termination of this Agreement, as directed by the COUNTY, CONSTRUCTION MANAGER shall deliver to the COUNTY copies or originals of all records, documents, drawings, notes, tracings, plans, MicroStation or AutoCAD files, specifications,maps,evaluations,reports and other technical data,other than working papers, prepared or developed by or for CONSTRUCTION MANAGER under this Agreement ("Project Documents"). The COUNTY shall specify whether the originals or copies of such Project Documents are to be delivered by CONSTRUCTION MANAGER. The CONSTRUCTION MANAGER shall be solely responsible for all costs associated with delivering to the COUNTY the Project Documents. CONSTRUCTION MANAGER, at its own expense, may retain copies of the Project Documents for its files and internal use. D. Notwithstanding anything in this Agreement to the contrary and without requiring the COUNTY to pay any additional compensation, CONSTRUCTION MANAGER hereby grants to the COUNTY a nonexclusive, irrevocable license in all the Project Documents for the COUNTY's use on this Project. CONSTRUCTION MANAGER warrants to the COUNTY that it has full right and authority to grant this license to the COUNTY. Further, CONSTRUCTION MANAGER consents to the COUNTY's use of the Project Documents to complete the Project following CONSTRUCTION MANAGER's termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. The CONSTRUCTION MANAGER also acknowledges the COUNTY may be making Project Documents available for review and information to various third parties and hereby consents to such use by the COUNTY. XIII. TIMELY PERFORMANCE OF CONSTRUCTION MANAGER'S PERSONNEL A. The timely performance and completion of the required services is vitally important to the interest of the COUNTY. The CONSTRUCTION MANAGER shall assign a Project Manager, together with such other personnel as are necessary to assure faithful prosecution and timely delivery of services pursuant to the requirements of this Agreement. The key personnel assigned by the CONSTRUCTION MANAGER to perform the services of this Agreement shall be the same as those identified in the Response as it is defined below. The CONSTRUCTION MANAGER shall ensure that all key personnel, support personnel, and other agents are fully qualified and capable to perform their assigned tasks. Any change or substitution to the CONSTRUCTION MANAGER's key personnel must receive the COUNTY's Administrative Agent's written approval before said changes or substitution can become effective. B. The services to be rendered by the CONSTRUCTION MANAGER shall commence upon the CONSTRUCTION MANAGER's receipt of written Notice to Proceed from the COUNTY'S Administrative Agent. The time limits set forth in Exhibit B,Project Schedule 13 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198),z�_ - Preconstruction Phases, shall commence to run on the date of the Notice to Proceed and the CONSTRUCTION MANAGER shall deliver to the COUNTY a Detailed Project Schedule with specific calendar dates in conformity with Exhibit B, Project Schedule - Preconstruction Phases. This Project Schedule shall also include the specific calendar dates for the delivery or completion of all documents, reports or other data as required by this Agreement. C. Time is of the essence in the performance of this Agreement. The CONSTRUCTION MANAGER specifically agrees that all work performed under the terms and conditions of this Agreement shall be completed within the time limits as set forth in this Agreement, subject only to delays caused by force majeure,or as otherwise defined herein.Force Majeure shall be deemed to be any cause affecting the performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of the parties. D. The CONSTRUCTION MANAGER agrees to provide to the COUNTY's Administrative Agent,monthly written progress reports concerning the status of the Project.Written progress reports will accompany each monthly invoice. The COUNTY's Administrative Agent may determine the format for this progress report. The COUNTY shall be entitled at all times to be advised at its request, and in writing, as to the status of work to be performed by the CONSTRUCTION MANAGER. E. In the event unreasonable delays occur on the part of the COUNTY or regulatory agencies as to the approval of any plans, permits, reports or other documents submitted by the CONSTRUCTION MANAGER that delay the Project Schedule completion date, the COUNTY's Administrative Agent shall not unreasonably withhold the granting of an extension of the Project Schedule time limitation equal to the aforementioned delay. In the event the Project Schedule completion date is delayed beyond the date stated in Exhibit B, the CONSTRUCTION MANAGER shall continue its efforts hereunder in full force and effect until otherwise directed by the COUNTY's Administrative Agent, or until twelve (12) additional months have elapsed,whichever is less. Should the Project be suspended or delayed by the COUNTY for a period exceeding six (6) months, the COUNTY and the CONSTRUCTION MANAGER may negotiate fair and equitable compensation for the CONSTRUCTION MANAGER's continued service hereunder, and amend this Agreement accordingly. XIV. OBLIGATIONS OF COUNTY A. The COUNTY's Administrative Agent is designated to serve as project coordinator and to do all things necessary to properly administer the terms and conditions of this Agreement. If necessary, a specific Project Manager will be authorized to perform the responsibilities of the COUNTY's Administrative Agent. The COUNTY shall designate any specific Project Manager in the Notice to Proceed. The responsibility of the COUNTY's Administrative Agent shall include: 14 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) 1. Examination of all reports, sketches, drawings, estimates, proposals, and other documents presented by the CONSTRUCTION MANAGER, and render in writing, decisions pertaining thereto within a reasonable time. 2. Transmission of instructions, receipt of information, interpretation and definition of COUNTY policies and decisions with respect to design, materials, and other matters pertinent to the work covered by this Agreement. 3. Review for approval or rejection of all the CONSTRUCTION MANAGER's documents and payment requests. B. The COUNTY shall, upon request, furnish the CONSTRUCTION MANAGER with all existing data, plans, studies and other information in the COUNTY's possession that may be useful in connection with the work of this Project, all of which shall be and remain the property of the COUNTY and shall be returned to the COUNTY's Administrative Agent upon completion of the services to be performed by the CONSTRUCTION MANAGER. C. The COUNTY's Administrative Agent shall conduct periodic reviews of the work of the CONSTRUCTION MANAGER necessary, for the completion of the CONSTRUCTION MANAGER's services during the period of this Agreement and may make other COUNTY personnel available, where required and necessary to assist the CONSTRUCTION MANAGER. The availability and necessity of said personnel to assist the CONSTRUCTION MANAGER shall be determined solely within the discretion of the COUNTY. D. The COUNTY shall not provide any services to the CONSTRUCTION MANAGER relating to any claim brought on behalf of or against the CONSTRUCTION MANAGER. XV. TERMINATION A. The COUNTY shall have the right at any time upon thirty(30) calendar days written notice to the CONSTRUCTION MANAGER to terminate the services of the CONSTRUCTION MANAGER and,in that event,the CONSTRUCTION MANAGER shall cease work and shall deliver to the COUNTY all documents,(including reports,designs,specifications,and all other data) prepared or obtained by the CONSTRUCTION MANAGER in connection with its services. The COUNTY shall, upon receipt of the aforesaid documents, pay to the CONSTRUCTION MANAGER and the CONSTRUCTION MANAGER shall accept as full payment for its services, a sum of money equal to (1)the fee for each completed and accepted task as shown in Exhibit A, Scope of Services - Preconstruction Phases, and Exhibit C, Fee Schedule- Preconstruction Phases, plus (2) the percentage of the work completed in any commenced but uncompleted task shown in Exhibit A, Scope of Services - Preconstruction Phases and Exhibit C, Fee Schedule - Preconstruction Phases, less (3) all previous payment made. 15 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) B. In the event the CONSTRUCTION MANAGER abandons performance under this Agreement, then the COUNTY may terminate this Agreement upon three (3) calendar days written notice to the CONSTRUCTION MANAGER by indicating its intention to do so. Payment for work performed prior to the CONSTRUCTION MANAGER's abandonment shall be as stated above. C. The CONSTRUCTION MANAGER shall have the right to terminate services only in the event of the COUNTY failing to pay the CONSTRUCTION MANAGER's properly documented and submitted invoice within ninety (90) calendar days of the approval by the COUNTY's Administrative Agent, or if the Project is suspended by the COUNTY for a period greater than twelve (12) months. D. The COUNTY reserves the right to terminate and cancel this Agreement in the event the CONSTRUCTION MANAGER shall be placed in either voluntary or involuntary bankruptcy or where an assignment has been made for the benefit of creditors. XVI. DISPUTE RESOLUTION A. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSTRUCTION MANAGER with full decision-making authority and by the COUNTY's staff person who would make the presentation of any settlement reached during negotiations to the COUNTY for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSTRUCTION MANAGER with full decision- making authority and by the COUNTY's staff person who would make the presentation of any settlement reached at mediation to the COUNTY's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under Section 44.102, Fla. Stat. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. B. This Agreement and the rights and obligations of the Parties shall be governed by the laws of the State of Florida without regard to its conflict of laws principles. C. Unless otherwise agreed in writing, the CONSTRUCTION MANAGER shall be required to continue its services and all other obligations under this Agreement during the pendency of claim or dispute including, but not limited to, actual period of mediation or judicial proceedings. 16 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) XVII. MISCELLANEOUS A. This Agreement constitutes the sole and complete understanding between the parties and supersedes all agreements between them, whether oral or written with respect to the subject matter. No Amendment, change or addendum to this Agreement is enforceable unless agreed to in writing by both parties and incorporated into this Agreement. For any material change in the Scope of Services or any increase in the compensation for the services, the Board of County Commissioners for the County and the duly authorized representative for the CONSTRUCTION MANAGER shall agree in writing to this change. For all other changes, the COUNTY's Administrative Agent and the CONSTRUCTION MANAGER's representative shall agree in writing to the change as authorized by this Agreement and consistent with Collier County's Procurement Ordinance and related procedures in existence at the time of the proposed change. B. If any term, condition, or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be valid and binding on each party. C. The CONSTRUCTION MANAGER shall not assign any interest in this Agreement and shall not transfer any interest in same(whether by assignment or novation)without the prior written consent of the COUNTY, except that claims for the money due or to become due the CONSTRUCTION MANAGER from the COUNTY under this Agreement may be assigned to a financial institution or to a trustee in bankruptcy without such approval from the COUNTY. Notice of any such transfer or assignment due to bankruptcy shall be promptly given to the COUNTY. D. Time is of the essence regarding every aspect of the CONSTRUCTION MANAGER's performance under this Agreement. E. The exercise by either party of any rights or remedies provided herein shall not constitute a waiver of any other rights or remedies available under this Agreement or any applicable law. F. The parties covenant and agree that each is duly authorized to enter into and perform this Agreement and those executing this Agreement have all requisite power and authority to bind the parties. G. The language of this Agreement shall be construed, in all cases, according to its fair meaning and not for or against any party hereto. H. The parties hereto do not intend nor shall this Agreement be construed to grant any rights, privileges or interest to any third party. 1. Any notices, invoices,reports, or any other type of documentation required by this Agreement shall be sufficient if sent by the parties via United States mail,postage paid or emailed, to the addresses listed below: 17 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) s E'F Company Name: Manhattan Construction (Florida),Inc. Address: 3705-1 Westview Drive Naples,Florida 34104 Authorized Agent: Gordon Knapp Attention Name & Title: Senior Vice President Telephone: (239) 643-6000 E-Mail(s): gknapp@manhattanconstruction.com All Notices from the CONSTRUCTION MANAGER to the COUNTY shall be deemed duly served if mailed or emailed to the COUNTY to: Board of County Commissioners for Collier County,Florida Division Director: Dennis Linguidi Division Name: Facilities Management Division Address: 335 Tamiami Trail East, Building W Naples,FL 34112 Administrative Agent/PM: Margaret A. Bishop,P.E., Principal Project Manager Telephone: (239) 252-8380 E-Mail(s): MargaretBishop@coll.iergov.net The CONSTRUCTION MANAGER and the COUNTY may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. J. Any change in administrative agents will require prompt notification by the party making the change. K. Paragraph headings are for the convenience of the parties and for reference purposes only and shall be given no legal effect. L. The COUNTY's Request for Construction Manager Services(RCMS)# 17-7198,including all attachments, exhibits and addenda/addendum and the CONSTRUCTION MANAGER's proposal are hereby incorporated in the Agreement by reference. M. In the event of conflicts or inconsistencies, the documents shall be given precedence in the following order: 1. Agreement 2. Solicitation 3. County's Purchase Order 18 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS COLLIER C I . TY, FLORI Dwight E. Brock, Clerk of Courts _La cc____ 4v," vuni B V,/` Y: , Andy Solis, Chairman Date: CiTh."� ..., Ata st C hautnan s Stgn tltr`o only', MANHATTAN CONSTRUCTION Construction Manager's Witnesses: (FLORID• INC. BY: L�� By: !�'1 'I` �/;L��:,:/ iii =- •./tiro- Sl: ire Signature r Ma SteinA truction Manager Witness) Gordon Knapp Prin jtr Print Name By: /„ / Approv-•. to Fo,.nd)Legality: i f Joseph F ` gi-110 (Co struction Manager Witness) By.• �,,,,,; P t Name ott ' . Teach Deputy County Attorney 19 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) EXHIBIT A SCOPE OF SERVICES —PRECONSTRUCTION PHASES The Construction Manager's work may commence with a pre-construction services agreement as a part of the comprehensive Construction Management Services contract upon the issuance of a Notice to Proceed for each Pre-Construction Phase, which will apply to the design phases of the Project. Prior to commencing construction of the Project, the Construction Manager will assume the risk of delivering the Project through a GMP contract amendments. The Construction Manager will be responsible for construction means and methods, and will be required to solicit bids from qualified subcontractors to perform the work. During the construction phases,the Construction Manager shall be solely responsible for performance of the Project, and shall function in the role of an independent General Contractor. That role may include, but not be limited to, the following during each Phase as indicated below. The Pre- Construction Phases are from award through design and engineering,and concluding with the acceptance of the GMPs as evidenced by execution of Amendments to the Agreement for the Construction Phases. Components of Construction: The County's vision for the execution of the construction phasing is outlined below and subject to available funding after each phase is encumbered through the GMP process. These phases will be addressed through Amendments to the Agreement. a. City Gate 60 +/- acre site civil including but not limited to utilities, stormwater, paving and grading, 8 multipurpose ball fields, amenities,lighting, irrigation,perimeter landscaping, etc. b. Stadium including but not limited to championship field, lighting, irrigation, locker rooms, concession,media accommodations, stands, stadium seating, etc. c. Field House/Event Center is intended to be a complete building with mechanical, electrical, plumbing and technology or shell building to be outfitted at a later date. d. County 305 property site civil including but not limited to utilities, stormwater, paving and grading, 8 baseball/softball fields or multi-purpose fields, amenities, lighting, irrigation, perimeter landscaping, etc. (d.)may be combined with(a.) subject to availability of permits. Reporting: Prepare and submit a monthly narrative progress report and other reports as necessary/appropriate, as further generally described below; 1. Previous Reporting Period • Accomplishments • Status of Milestones • Deliverables Submitted • Problems Encountered/Decisions or Adjustments Required 2. Upcoming Reporting Period • Objectives • Milestones • Deliverable 20 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) • Scheduled Meetings 3. General • Schedule Update • Other 4. Accounting • Percentage complete and percentage paid • Verification of payments to subcontractors • Any concerns with outstanding invoices Pre-Construction Phases -Tasks: 1. Site Investigations/Investigation and Review of Similar Existing Facilities & Sites Site investigation and consultation of similar projects. The services will include the evaluation of comparative existing facilities for reference and component features and design development. 2. Master Design Phase Schedule/Project Construction Schedule & Updates/Final Schedule Upon award of this Agreement, the CONSTRUCTION MANAGER, shall submit a master project schedule covering the planning and designing approvals, construction and County occupancy of the Project. This schedule will serve as the framework for the subsequent development of a detailed schedule. The master project schedule shall be produced and updated monthly throughout the project. 2.1 Project Construction Schedule, Updates and Final Schedule: Based on the Design Consultant's Construction Documents, including all Regulatory Permits received and applied for, the CONSTRUCTION MANAGER shall prepare a schedule from the time of notice to proceed through completion of the Project for the COUNTY's approval, as follows: • Prepare and maintain master project schedule,including activities for both the Design Consultant and the CONSTRUCTION MANAGER and identifying tasks which may require action by the COUNTY. This should be a critical path schedule and shall include all construction,permitting, facility start-up activities as well as project milestones. • Identify decisions the COUNTY or others must make to keep the Project on schedule. • Monitor and maintain Project schedule consistent with best management industry practices. • Identify design task milestones and associated deadlines that the Design Team must meet to maintain Project schedule. • In coordination with the Design Consultant identify all required reviews and approval, and appropriate levels of information necessary for action and timely response. • Reflect schedule for the preparation and submission of the GMP proposal in all scheduling efforts. • Provide for construction phasing, scheduling and provide a comprehensive logistics plan(s). • Provide detailed cost estimating and knowledge of marketplace conditions. • Provide project planning and scheduling for both design and construction phases, including scheduling updates and final. 21 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) s_wd • Provide for construction phasing and scheduling that will minimize interruption to site operations by means of a comprehensive logistics plan. • Develop a scheduling process as requested by the County. • Provide preliminary and detailed scheduling analysis as needed throughout the Project. 3. Design Review Meetings, Technical Support and Coordination. The CONSTRUCTION MANAGER shall provide technical support to the COUNTY as required or as directed, throughout the entire Preconstruction Phases, including but not limited to the following: • Participate in the selection of the County's Design Consultant, as a technical advisor. • Coordinate all activities with the Design Consultant, CONSTRUCTION MANAGER and County's Administrative Agent (collectively known as the "Project Team"), any separate contractors, vendors or consultants engaged by the COUNTY and other parties. • Coordinate and assist with all activities related to the design of infrastructure and utilities serving the Site or impacted by the Project. • Establish,implement and maintain quality control standards. Continually evaluate quality, safety and environmental factors throughout design. • Participate in project meetings as directed by COUNTY's Administrative Agent. • Assist the COUNTY and Design Consultant in the permit application processes. • Advise the Project Team of ways to gain efficiencies in project delivery and reduce overall delivery time. • Provide long-lead procurement recommendations and identify items that have the potential to be procured by the County. • Provide recommendations on sub-contractors, materials, and amenities at the facility. • Provide alternate systems evaluation and constructability studies. • Provide a site utilization plan for all construction activities. 4. Document Review Reporting The CONSTRUCTION MANAGER shall thoroughly review the Design Consultant's Construction Documents, including Logistics Review, Design Review Report, External Document Reviews, Constructability Analysis, Drawings Coordination, and all Regulatory Permits received and applied for, to become familiar with the requirements of the Project, and as follows: • Review progress submittals and final plans and specifications for completeness. • Review and recommend changes to drawings, specifications and construction documents as appropriate. • Provide alternate systems evaluation and specific recommendations regarding such alternate systems. • Provide constructability reviews. • Advise the Project Team of ways to gain efficiencies in project delivery and reduce overall delivery time. • Advise Project Team when choosing green (sustainable) building materials, as well as recommendations for building lifespan and efficient operations and maintenance. 22 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) • Identify items that have the potential to be procured directly by the COUNTY. • Monitor coordination of requirements of all equipment. • Analyze the cost-effectiveness of design elements, and advise the COUNTY of findings. • Coordinate any project utility requirements with utility companies. • Review site logistics and sequence of construction for incorporation in the GMP. • Quality of documents is paramount. The CONSTRUCTION MANAGER shall assist the Design Consultant by reviewing the Construction Documents for the elimination of conflicts, omissions, dimensioning and other potential problems. CONSTRUCTION MANAGER shall bring any such noted matters to the attention of the Design Consultant and the COUNTY's Administrative Agent in writing. • Advise the COUNTY's Administrative Agent of the availability of materials, Trade Contractors and lower-tier subcontractors and any scheduling restraints. • Identify long-lead time items and recommend pre-purchase for these or other items subject to expected price volatility or availability. • Identify direct material purchase. • Concur with plans and specifications. • Prepare any recommended or requested alternate proposals and assist Design Consultant in identifying elements of the design which can be as "add" or "deduct" alternates. 5. Budget Management/Value Engineering • Investigate alternate solutions, systems, materials or techniques to achieve project requirements economically and consistent with the objectives of the COUNTY. • Advise the COUNTY on the cost of building systems and materials. • Prepare comparative analysis of alternate systems and materials if requested by COUNTY. • Submit value-engineering recommendations to the Project Team. • The CONSTRUCTION MANAGER will establish and implement plans and controls for all aspects of the Project to ensure completion of the Project on schedule and within budget. • The CONSTRUCTION MANAGER will provide Pre-construction Costs Events along with Value Management Meetings. 6. Estimates(s)/GMP/Scope Review Based on the Design Consultant's Construction Documents, including all Regulatory Permits received and applied for, the CONSTRUCTION MANAGER shall prepare estimates of the cost of the work for the COUNTY's approval, as follows: • Based on Design Consultant's designs and site information, prepare detailed Project budget baseline for all cost categories. • Estimates will be submitted at: o Completion of each Schematic Pre-Construction Phase or bid package; o Completion of Design Development Phase for each phase or bid package; o Completion of 100% Construction Documents for each phase or bid package; o At establishment of the Guaranteed Maximum Price. • Provide detailed cost estimating and knowledge of marketplace conditions. • Identify all major assumptions used in creating the Project budget. 23 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) • Identify and recommend a precise scope of work, as a subset of the total project, necessary to meet the COUNTY project budget. • Provide a breakdown of individual project component costs in a schedule of values, to the extent acceptable to the COUNTY. • Recommend sequences of construction for various components of the work and provide options for breaking the project into independent construction phases. • Provide for construction phasing and scheduling that will minimize interruption to Site operations by means of a comprehensive logistics plan. • Incorporate cost estimates into the Total Project budget. • Recommend corrective action if cost estimates exceed a level acceptable to the COUNTY. • Recommend to the COUNTY any changes necessary to maintain the budget requirements • All materials or labor for the Project which is shown in the Construction Documents or is reasonably inferable there from as being part of the Project and necessary to produce a finished job shall be provided for in the CONSTRUCTION MANAGER's cost estimates,if such material or labor are expressly provided for in the Construction Documents. • Meet with the COUNTY's Administrative Agent to ensure cost reports capture all applicable expenditures in format appropriate for reporting performance and for cost allocation. • Obtain approval of cost and reporting formats. • If requested by the COUNTY, provide a project duration cash flow projection. • Provide consistent and complete budget and performance reporting. • Assist the Design Consultant in permit application processes. • Provide, to the COUNTY's Administrative Agent, copies of bids and quotations solicited from prospective Trade Contractors, subcontractors and suppliers. 6.1 Preparation of GMP When directed by the COUNTY, the CONSTRUCTION MANAGER will begin preparation of the Guaranteed Maximum Price(GMP)for construction of the Project. The proposed GMP will be prepared in accordance with Section XI, Basis of Guaranteed Maximum Price of the Agreement. During development of the proposed GMP and during subsequent negotiations as appropriate or as requested by the COUNTY's Administrative Agent, the CONSTRUCTION MANAGER shall: • Prepare bidders' list identifying a minimum of three (3) firms to bid for each bid package using local subcontractors where possible. If less than three (3) firms are identified a justification will provided to the COUNTY for approval. • Prepare written bid packages with the Project Team. Packages shall be comprehensive,complete and shall cover all aspects of the assigned bid division or definition of work. • Organize bid packages to coordinate with the COUNTY's program, schedule and construction budget, utilizing construction phasing and scope of work acceptable to the COUNTY. • Distribute bid Information to subcontractors. • Respond to subcontractor questions during bidding. • Review bids received with the Project Team. • Obtain clarification of any subcontractor's bid qualifications as needed. • Prepare comparative analysis of bids. • Review voluntary alternate recommendations. • Review alternates and recommend acceptance or rejection. 24 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) • The GMP must be within the Project Budget based upon the Construction Documents and must identify a precise scope of work, as a subset of the total project, if required, acceptable to the COUNTY. • All materials or labor for the Project which is shown in the Construction Documents or is reasonably inferable there from as being part of the Project and necessary to produce a finished job shall be provided for by the CONSTRUCTION MANAGER, whether or not such material or labor are expressly provided for in the Construction Documents. • Include all cost for permits and fees. The County will be responsible for paying all County permits. • Provide a Schedule of Values prior to finalization of the GMP including identifying prospective subcontractors, suppliers and sub-trades acceptable to the County. • Provide copies of bids and quotations solicited from prospective subcontractors, suppliers and sub-trades. 7. PROCUREMENT - SUBCONTRACTORS (the sub-tasks include: Subcontractor/Vendor Solicitation; Scoping of Bid Packages/Review Bids for Assumptions, Clarifications and Missing Scope/De-Scope Meetings with Subcontractors and Initialize a Procurement Schedule/Finalize) The CONSTRUCTION MANAGER shall keep costs as low as possible through aggressive use of competitive bidding procedures for all work. The CONSTRUCTION MANAGER will direct a well- coordinated procedure for all bid packages, and will obtain a minimum of three (3) written competitive quotations for those packages with an estimated value over$3,000,CONSTRUCTION MANAGER will comply with all applicable laws and any applicable grant requirements. If less than three (3)quotes are received a justification and will be provided to the COUNTY for approval. The CONSTRUCTION MANGER will prepare the subcontractor/vendor solicitations, including scoping of bids packages, review of bids for assumptions, clarifications and missing scope and conduct de-scope meetings with subcontractors. CONSTRUCTION MANAGER will assist the Design Consultant to ensure that completed bid documents used in conjunction with contract formats establish binding obligations for full performance through lump sum bidding within the framework of the GMP. The CONSTRUCTION MANGER will initialize a Procurement Schedule/Finalize. The following activities shall be completed by the CONSTRUCTION MANAGER for specialty equipment: • Coordinate with the Design Consultant during development of equipment specifications with operational criteria. Review specifications and incorporate COUNTY related items and requirements into design/construction process. • Solicit proposals from qualified vendors for equipment, installation and maintenance. • Coordinate proprietary equipment specifications from the successful vendor with construction drawings and details. • Obtain at least three(3) competitive bids for each bid package. Nothing contained in this Agreement shall require the COUNTY to accept any of the CONSTRUCTION MANAGER's proposals. Further, the CONSTRUCTION MANAGER agrees that the COUNTY has 25 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) the unrestricted discretion to reject the CONSTRUCTION MANAGER's proposal if, based on the COUNTY's opinion and judgment, the rejection of the proposals is in the COUNTY's best interest. Note: The County will require the Construction Manager to procure a minimum of three (3) bids, or demonstrate a good faith effort acceptable to the County that demonstrates attempts to obtain three (3) bids, subject to proprietary products and services and or waivers in accordance with the County's Procurement Ordinance. Single source or sole source recommended procurements shall be preapproved by the County. The Construction Manager shall provide the following services: • Participate in regularly-scheduled project coordination meetings. • Participate in constructability reviews at various levels of design. • Assist in the permitting processes, include all fees and permit fees in the GMP. The County will be responsible for County permit fees. • Provide value engineering throughout Project. • Continually evaluate quality, safety, and environmental factors. • Advise County regarding green building materials and methods,as well as recommendations for building life span and efficient operations. • Review final plans and specification for completeness and ADA compliance. • Provide estimating throughout the Project. • Submit GMP for review and negotiation. • Review architectural drawings to ensure coordination between disciplines. • Establish, implement and maintain quality control standards. 8. REIMBURSABLE COST The CONSTRUCTION MANAGER will be reimbursed at cost for documents, shipping and specifications. 26 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) EXHIBIT B PROJECT SCHEDULE—PRECONSTRUCTION PHASES Descri'tion r Cumulative Number of Calendar Days For Completion from Date of Notice to Proceed for Services under this Agreement PHASE I-GMP#01: 45 LAKE EXCAVATION,CLEARING& GRUBBING PHASE I—GMP#02: 45 ARCH/ ENGINEERING LAY OUT PLANS / CIVIL DESIGN, SITE UTILITES / CONSTRUCT HORIZONTAL WORK, FIELDS & PARKING PHASE II—GMP#03: 120 STADIUM DESIGN& CONSTRUCTION PHASE III— GMP#04: 90 FIELD HOUSE DESIGN/FIELD HOUSE CONSTRUCTION PHASE IV- GMP#5: 65 305 SITE/BALLFIELDS TOTAL CUMMULATIVE CALENDAR DAYS 365 27 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) EXHIBIT C FEE SCHEDULE—PRECONSTRUCTION PHASES 1. MONTHLY STATUS REPORTS C.1.1. As a condition precedent to payment, CONSTRUCTION MANAGER shall submit to the COUNTY as part of its monthly invoice a progress report reflecting the Project status, in terms of the total work effort estimated to be required for the completion of the Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. 2. COMPENSATION TO CONSTRUCTION MANAGER C.2.1. For the Services provided for in this Agreement, the COUNTY agrees to make the payments to CONSTRUCTION MANAGER in accordance with the terms stated below. Payments will be made in accordance with the following Schedule; however, the payment of any line item noted below shall not be due until services associated with any such line item have been completed or partially completed to the COUNTY's reasonable satisfaction. Lump sum payments will be made upon the percentage complete. D c . p, a o i r fir 2 Master Design Phase Schedule/Project Construction Schedule &Updates/Final Schedule $1,762 3 Design Phase Review Meetings,Technical Support and $3,230 Coordination(4 hrs each) (Total of 2 meetings) 4 Document Review Reporting(Includes the following below): $1,122 Logistics Review Design Review Report External Document Reviews Constructability Analysis Coordination Drawings 6 Estimate(s)/GMP/Scope Review $11,390 7 Procurement—Subcontractors include the following specific subtasks: Subcontractor/Vendor Solicitation $621 Scoping of Bid Packages/Review Bids for Assumptions, Clarifications and Missing Scope/De-Scope Meetings with $3,297 Subcontractors Initialize and Procurement Schedule/Finalize $491 8 Reimbursable Costs: Documents/Shipping&Specifications $480 TOTAL MAN-HOURS(186-Hours) $22,393 28 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) Task# Description Lump Sum PHASE I—GMP#02: ARCH/ENGINEERING LAY OUT PLANS/CIVIL DESIGN,SITE UTILITES/CONSTRUCT HORIZONTAL WORK,FIELDS&PARKING 2 Master Design Phase Schedule/Project Construction Schedule &Updates/Final Schedule $3,302 3 Design Phase Review Meetings,Technical Support and $12,613 Coordination(4 hrs each)(Total of 6 meetings) 4 Document Review Reporting(Includes the following below): $1,122 Logistics Review Design Review Report External Document Reviews Constructability Analysis Coordination Drawings 5 Budget Management/Pre-construction Costs Events along with Value Management Meetings $2,033 6 Estimate(s)/GMP/Scope Review $16,274 7 Procurement—Subcontractors include the following specific subtasks: Subcontractor/Vendor Solicitation $1,244 Scoping of Bid Packages/Review Bids for Assumptions, Clarifications and Missing Scope/De-Scope Meetings with $5,740 Subcontractors Initialize a Procurement Schedule/Finalize $1,616 8 Reimbursable Costs: Documents/Shipping&Specifications $699 TOTAL MAN-HOURS(368-Hours) $44,643 PHASE II—GMP#03: STADIUM DESIGN& CONSTRUCTION 2 Master Design Phase Schedule/Project Construction Schedule &Updates/Final Schedule $2,073 3 Design Phase Review Meetings,Technical Support and $6,305 Coordination(4 hrs each)(Total of 3 meetings) 4 Document Review Reporting(Includes the following below): $2,246 Logistics Review Design Review Report External Document Reviews Constructability Analysis Coordination Drawings 5 Budget Management/Value Engineering(Pre-construction $10,035 Costs Events along with Value Management Meetings) 6 Estimate(s)/GMP/Scope Review $13,021 Direct Owner Purchase/Equipment Review Buying Log $2,528 29 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) -� Task# Description Lump Sum 7 Procurement—Subcontractors include the following specific subtasks: Subcontractor/Vendor Solicitation $3,538 Scoping of Bid Packages/Review Bids for Assumptions, $6,053 Clarifications and Missing Scope/De-Scope Meetings with Subcontractors Initialize a Procurement Schedule/Finalize $1,616 8 Reimbursable Costs: Documents/Shipping& Specifications $917 TOTAL MAN-HOURS(404-Hours) $48,332 PHASE III— GMP#04: FIELD HOUSE DESIGN/FIELD HOUSE CONSTRUCTION 1 Site Investigation/Investigate and Review Similar/Existing $1,074 Facilities&Site 2 Master Design Phase Schedule/Project Construction Schedule &Updates/Final Schedule $1,448 3 Design Phase Review Meetings,Technical Support and $8,630 Coordination (4 hrs each)(Total of 4 meetings) 4 Document Review Reporting $2,246 Logistics Review Design Review Report External Document Reviews Constructability Analysis Coordination Drawings 5 Budget Management/Value Engineering(Pre-construction Costs Events along with Value Management Meetings) $13,931 6 Estimate(s)/GMP/Scope Review $9,909 Direct Owner Purchase/Equipment Review Buying Log $2,528 7 Procurement—Subcontractors include the following specific subtasks: Subcontractor/Vendor Solicitation $3,537 Scoping of Bid Packages/Review Bids for Assumptions, Clarifications and Missing Scope/De-Scope Meetings with Subcontractors $9,235 Initialize a Procurement Schedule/Finalize $2,424 8 Reimbursable Costs: Documents/Shipping&Specifications $1,529 TOTAL MAN-HOURS(366-Hours) $56,491 30 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) r -li-I 3 Design Phase Review Meetings,Technical Support and Coordination(4 hrs each)(Total of 2 meetings) $4,481 4 Document Review Reporting(Includes the following below): $2,246 Logistics Review Design Review Report External Document Reviews Constructability Analysis Coordination Drawings 5 Estimate(s)/GMP/Scope Review $7,459 Direct Owner Purchase/Equipment Review Buying Log $1,265 7 Procurement—Subcontractors include the following specific subtasks: Subcontractor/Vendor Solicitation $2,295 Scoping of Bid Packages/Review Bids for Assumptions, Clarifications and Missing Scope/De-Scope Meetings with Subcontractors $5,114 Initialize a Procurement Schedule/Finalize $808 TOTAL MAN-HOURS(202-Hours) $23,668 GRAND TOTAL LUMP SUM FEE FOR ALL $195,527 PRE-CONSTRUCTION PHASES C.2.2. Lump Sum Fees: The fees noted in Section C.2.1. shall constitute the lump sum amount to be paid to CONSTRUCTION MANAGER for the performance of the Services. The hourly rates listed in Schedule C—Attachment 1 may be used to quantify partial payments,but shall not alter the Total Lump Sum Fee in the event more or less than the total estimated hours are performed in completing all tasks. C.2.2.1 CONSTRUCTION MANAGER shall submit, with each of the monthly status reports provided for under Section C.2.1 of this Schedule C, an invoice for fees earned in the performance of Basic Services and Additional Services during the subject billing month. C.2.3. The compensation provided for under Section C.2.1. of this Schedule C, shall be the total and complete amount payable to CONSTRUCTION MANAGER for the Basic Services to be performed under the provisions of this Agreement, and shall include the cost of all materials, equipment, supplies and out-of-pocket expenses incurred in the performance of all such services. C.2.4. Notwithstanding anything in the Agreement to the contrary, CONSTRUCTION MANAGER acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSTRUCTION MANAGER shall continue to perform the Services required 31 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) of it under this Agreement, as directed by the COUNTY,pending resolution of the dispute provided that the COUNTY continues to pay to CONSTRUCTION MANAGER all amounts that the COUNTY does not dispute are due and payable. 3. SCHEDULE OF PAYMENTS C.3.1. Notwithstanding anything herein to the contrary, the CONSTRUCTION MANAGER shall submit no more than one invoice per month for all fees earned that month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated,identify the services rendered and must be submitted in triplicate in a form and manner required by the COUNTY. C.3.1.1. Payments will be made for services furnished, delivered, and accepted,upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non- payment under the legal doctrine of"laches"as untimely submitted.Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. C.3.2. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSTRUCTION MANAGER for correction. Invoices shall be submitted on CONSTRUCTION MANAGER's letterhead and must include the Purchase Order Number and Project name and shall not be submitted more than one time monthly. 32 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) SCHEDULE C—ATTACHMENT 1 CONSTRUCTION MANAGER AT RISK'S PRE-CONSTRUCTION HOURLY RATES Titles Hourly.Rates Principal/Principal-in-Charge $225 Project Director/Preconstruction Manager $155 Project Liaison $155 Chief Estimator $160 Senior Estimator $100 Estimator $70 Senior Project Manager $130 Project Manager $110 Assistant Project Manager $75 Sr Project Engineer $65 Project Scheduler $115 Senior Superintendent $135 Site Superintendent $110 Safety Director $65 33 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) EXHIBIT D INSURANCE SPECIFICATIONS—PRECONSTRUCTION PHASES 1. The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSTRUCTION MANAGER has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSTRUCTION MANAGER must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSTRUCTION MANAGER's sole responsibility. 2. The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law,whichever is greater. 3. Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the COUNTY or as specified in this Agreement,whichever is longer. 4. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY within ten (10)calendar days after Notice of Award is received by CONSTRUCTION MANAGER evidencing the fact that CONSTRUCTION MANAGER has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to the COUNTY, on a timely basis, if requested by the COUNTY. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty(30)days prior written notice has been given to the COUNTY. CONSTRUCTION MANAGER shall also notify the COUNTY, in a like manner, within twenty- four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSTRUCTION MANAGER from its insurer, and nothing contained herein shall relieve CONSTRUCTION MANAGER of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSTRUCTION MANAGER hereunder, CONSTRUCTION MANAGER shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. 5. All insurance coverages of the CONSTRUCTION MANAGER shall be primary to any insurance or self-insurance program carried by the COUNTY applicable to this Project. 6. The acceptance by the COUNTY of any Certificate of Insurance does not constitute approval or agreement by the COUNTY that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. 7. The CONSTRUCTION MANAGER shall require each of its subconsultant's to procure and maintain,until the completion of the subconsultant's services,insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant's are expressly waived in writing by the COUNTY. 34 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) 8. Should at any time the CONSTRUCTION MANAGER not maintain the insurance coverages required herein, the COUNTY may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSTRUCTION MANAGER for such coverages purchased. If CONSTRUCTION MANAGER fails to reimburse the COUNTY for such costs within thirty(30) days after demand, the COUNTY has the right to offset these costs from any amount due CONSTRUCTION MANAGER under this Agreement or any other agreement between the COUNTY and CONSTRUCTION MANAGER. The COUNTY shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. 9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSTRUCTION MANAGER shall furnish to the COUNTY, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(). Failure of the Contractor to provide the COUNTY with such renewal certificate(s) shall be deemed a material breach by CONSTRUCTION MANAGER and the COUNTY may terminate the Agreement for cause. 10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY. Required by this Agreement? ® Yes n No Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSTRUCTION MANAGER during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation -Florida Statutory Requirements b. Employers' Liability - The coverage must include Employers' Liability with a minimum limit of$1,000,000 for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed. 11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained where applicable to the completion of the work. Required by this Agreement? n Yes ® No 12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? n Yes ® No 13. COMMERCIAL GENERAL LIABILITY. 35 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) Required by this Agreement? ® Yes n No Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSTRUCTION MANAGER. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Fona Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five(5)years following the completion and acceptance by the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the following: Coverage shall have minimum limits of$1,000,000 Per Occurrence, $2,000,000 aggregate. The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSTRUCTION MANAGER. Deductibles or self-insured retentions carried by the CONSTRUCTION MANAGER shall be subject to the approval of the Risk Management Director or his/her designee. Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured"on the Insurance Certificate for Commercial General Liability where required. The insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly.Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 14. Watercraft Liability coverage shall be carried by the CONSTRUCTION MANAGER or the SUBCONSTRUCTION MANAGER in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Required by this Agreement? n Yes fl No 15. Aircraft Liability coverage shall be carried by the CONSTRUCTION MANAGER or the SUBCONSTRUCTION MANAGER in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Required by this Agreement? ❑ Yes ® No 16. AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? Fl Yes n No 36 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-The ownership. 17. CYBER INSURANCE. Required by this Agreement? ❑ Yes M No Cyber Insurance: Coverage shall have minimum limits of$0 Per Occurrence. 18. UMBRELLA LIABILITY. A. Umbrella Liability may be maintained as part of the liability insurance of the CONSTRUCTION MANAGER and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. B. The policy shall contain wording to the effect that,in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. 19. PROFESSIONAL LIABILITY INSURANCE. Required by this Agreement? n Yes ® No A. Professional Liability: Shall be maintained by the CONSTRUCTION MANAGER to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSTRUCTION MANAGER waives its right of recovery against COUNTY as to any claims under this insurance. Such insurance shall have limits of not less than$1,000,000 each claim and aggregate. B. Any deductible applicable to any claim shall be the sole responsibility of the CONSTRUCTION MANAGER. Deductible amounts are subject to the approval of the COUNTY. C. The CONSTRUCTION MANAGER shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the COUNTY. D. The policy retroactive date will always be prior to the date services were first performed by CONSTRUCTION MANAGER or the COUNTY,and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSTRUCTION MANAGER shall promptly submit Certificates of Insurance providing for an unqualified written notice to the COUNTY of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSTRUCTION MANAGER shall also notify the COUNTY by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSTRUCTION MANAGER from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSTRUCTION MANAGER shall 37 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSTRUCTION MANAGER shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by the COUNTY. 20. VALUABLE PAPERS INSURANCE. In the sole discretion of the COUNTY,CONSTRUCTION MANAGER may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. 21. PROJECT PROFESSIONAL LIABILITY. A. If the COUNTY notifies CONSTRUCTION MANAGER that a project professional liability policy will be purchased, then CONSTRUCTION MANAGER agrees to use its best efforts in cooperation with the COUNTY and the COUNTY's insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSTRUCTION MANAGER's professional liability policy. If no credit is available from CONSTRUCTION MANAGER's current professional policy underwriter, then CONSTRUCTION MANAGER agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). The CONSTRUCTION MANAGER agrees that any such credit will fully accrue to the COUNTY. Should no credit accrue to the COUNTY, the COUNTY and CONSTRUCTION MANAGER, agree to negotiate in good faith a credit on behalf of the COUNTY for the provision of project- specific professional liability insurance policy in consideration for a reduction in CONSTRUCTION MANAGER's self-insured retention and the risk of uninsured or underinsured CONSTRUCTION MANAGER's. B. The CONSTRUCTION MANAGER agrees to provide the following information when requested by the COUNTY or the COUNTY's Project Manager: 1. The date the professional liability insurance renews. 2. Current policy limits. 3. Current deductibles/self-insured retention. 4. Current underwriter. 5. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. 6. Cost of professional insurance as a percent of revenue. 7. Affirmation that the design firm will complete a timely project errors and omissions application. C. If the COUNTY elects to purchase a project professional liability policy, CONSTRUCTION MANAGER to be insured will be notified and the COUNTY will provide professional liability insurance,naming CONSTRUCTION MANAGER and its professional subconsultant's as named insureds. 38 AGREEMENT FOR CONSTRUCTION MANAGER AT RISK PRECONSTRUCTION PHASE SERVICES COLLIER COUNTY SPORTS COMPLEX(Solicitation No.:17-7198) MANHCON-08 CTHOMPSON ACORCY CERTIFICATE OF LIABILITY INSURANCE DATE /DD/YYYY) 02/15/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Christy Thompson NAME: Rooney Insurance Agency,Inc. 4700 South Garnett Road,Suite 200 (A"/c°O,"N,Ext):(918)878-3366 (A/C,ANo):(918)878-3388 Tulsa,OK 74146 a Ir ss:christy.thompson@rooneyinsurance.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:The Travelers Indemnity Co. 25658 INSURED INSURER B:Travelers Property Casualty Company of America 25674 Manhattan Construction(Florida),Inc. INSURER C: 3705-1 Westview Drive INSURER D: Naples,FL 34104 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD (MM/DD/YYYYI IMM/DD/YYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X VTC2K-CO-1098A840 10/01/2017 10/01/2018pREMSESjEaoccu ante) $ 1,000,000 X Contractual LiabilitMED EXP(Any one person) $ 5,000 X XCU PERSONAL&ADV INJURY $ 1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 POLICY X JECT LOC PRODUCTS-COMP/OP AGG $ 3,000,000 OTHER: $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) $ X ANY AUTO X VTC2J-CAP-1098A852 10/01/2017 10/01/2018 BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ X HIX NON-OWNED PROPERTY DAMAGE AUTOSRED ONLY _ AUTOS ONLY (Per accident) $ B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE X VTSMJ-CUP-1098A968 10/01/2017 10/01/2018 AGGREGATE $ 5,000,000 DED X RETENTION$ 10,000 $ B WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N VTC2J-UB-1098A803 10/01/2017 10/01/2018 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVEN N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re: Collier County Sports Complex,#17-7198 General Liability Deductible is$500,000.00 Collier County Board of County Commissioners is included as an additional insured under the captioned General Liability and Automobile Liability Policies on a primary and non-contributory basis if and to the extent required by written contract. Should any of the above described policies be cancelled before the expiration date thereof a Thirty(30)Day written notice will be mailed to the Certificate Holder. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier CountyBoard of CountyCommissiioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail E. Naples,FL 34112 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Manhattan Construction(Florida).Inc. 239.643.6000(office) 3705-1 Westview Drive 239A35.3827(facsimile) Naples,Florida 34104-4048 manhattanconstructiongroup.com Manhattan Building excellence. AUTHORIZATION MANHATTAN CONSTRUCTION (FLORIDA), INC. The Undersigned, in his capacity as President of Manhattan Construction Company, an Oklahoma corporation (the"Company"), does hereby authorize Gordon Knapp, for and on behalf of the Company, to execute and deliver to third parties as part of his respective duties for the Company and in furtherance of the business of the Company, the following types of documents (each, a"Document"). • Owner Contracts and Change Orders to Owner Contracts • Subcontracts and Change Orders to Subcontracts • Purchase Orders and Change Orders to Purchase Orders • Bid Proposals • Responses to Requests for Quotations • Pricing and General Bid Documents Each and every Document executed by Gordon Knapp in accordance with this Authorization shall be conclusive evidence in favor of every person relying upon the document that Gordon Knapp was duly and properly authorized and empowered by the President to execute and deliver, for and on behalf of the company, the Document to the same extent, and for the same purposes, as any other officer of the Company could do. IN WITNESS WHEREOF, I have executed this Authorization in my capacity as President of the Company as of the 7th day of September, 2016. MANHATTA9I CONSTRUCTION COMPANY }.hn Reyhan President STATE OF Oklahoma COUNTY OF Wagoner The foregoing instrument was acknowledged before me this_7th_day of_September,,,., 2016 by John Reyhan who is personally known to me. Signatur of Notary Public—State of Oklahoma Notary and seal-stamp s;" ter Notary PublicOtdahna '6- " �% OFFICIAL SEAL JESSICA ALLEN 'WI WAGONER COUNTY '*rn 04004787 Exp.5124128 Detail by FEI/EIN Number Page 1 of 3 Florida Department of State DIVISION OF CORPORATIONS rrl l lrJ, , . r Department of State / Division of Corporations / Search Records / Detail By Document Number/ Detail by FEI/EIN Number Florida Profit Corporation MANHATTAN CONSTRUCTION(FLORIDA), INC. Filing Information Document Number 450600 FEI/EIN Number 59-1530885 Date Filed 04/18/1974 State FL Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed 10/05/2011 Event Effective Date NONE Principal Address 3705-1 Westview Drive NAPLES, FL 34104 Changed: 05/29/2014 Mailing Address 3705-1 Westview Drive Naples, FL 34104 Changed: 12/09/2015 Registered Agent Name&Address MOORE, KEVIN P 3705-1 Westview Drive NAPLES, FL 34104 Name Changed: 11/12/2008 Address Changed: 05/29/2014 Officer/Director Detail Name&Address Title PRES JOHN, REYHAN 5871 Glenridge Drive Suite 300 Atlanta, GA 30328 http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=FeiNu... 2/14/2018 Detail by FEI/EIN Number Page 2 of 3 Title VPS STEIN, MARY 3705-1 Westview Drive NAPLES, FL 34104 Title TREA TINKLER, BOB 5601 S. 122ND EAST AVENUE TULSA, OK 74146 Annual Reports Report Year Filed Date 2016 02/24/2016 2017 01/10/2017 2018 01/24/2018 Document Images 01/24/2018--ANNUAL REPORT View image in PDF format 01/10/2017--ANNUAL REPORT View image in PDF format 02/24/2016--ANNUAL REPORT View image in PDF format 12/09/2015--AMENDED ANNUAL REPORT View image in PDF format 02/12/2015--ANNUAL REPORT View image in PDF format 05/29/2014--AMENDED ANNUAL REPORT View image in PDF format 02/06/2014--ANNUAL REPORT View image in PDF format 02/08/2013--ANNUAL REPORT View image in PDF format 05/16/2012--ANNUAL REPORT View image in PDF format 02/22/2012--ANNUAL REPORT View image in PDF format 10/05/2011--Name Change View image in PDF format 02/16/2011--ANNUAL REPORT View image in PDF format 11/22/2010--Name Change View image in PDF format 04/15/2010--ANNUAL REPORT View image in PDF format 04/24/2009--ANNUAL REPORT View image in PDF format 11/12/2008--ANNUAL REPORT View image in PDF format 05/20/2008--ANNUAL REPORT View image in PDF format 04/30/2008--ANNUAL REPORT View image in PDF format 04/27/2007--ANNUAL REPORT View image in PDF format 03/28/2006--ANNUAL REPORT View image in PDF format 03/23/2005--ANNUAL REPORT View image in PDF format 04/22/2004--ANNUAL REPORT View image in PDF format 03/06/2003--ANNUAL REPORT View image in PDF format 05/23/2002--ANNUAL REPORT View image in PDF format 01/24/2001--ANNUAL REPORT View image in PDF format 01/2g/2000--ANNUAL REPORT View image in PDF format 01/26/1999--ANNUAL REPORT View image in PDF format 01/04/1999--Amendment View image in PDF format 04/20/1998--ANNUAL REPORT View image in PDF format http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Fe iNu... 2/1 4/20 1 8 Detail by FEI/EIN Number Page 3 of 3 03/04/1997--ANNUAL REPORT View image in PDF format 04/24/1996--ANNUAL REPORT View image in PDF format 05/01/1995--ANNUAL REPORT View image in PDF format IrulgeM hsdup ilPr.ruivrgv http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=FeiNu... 2/14/2018