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Agenda 03/26/2019 Item #11C03/26/2019 EXECUTIVE SUMMARY Recommendation to approve the Second Amendment to Agreement No. 17-7198 for Construction Management at Risk (CMAR) contract Phase 1A - Guaranteed Maximum Price (GMP) No. 2 Horizontal and Vertical Work Package to Manhattan Construction for the next phase of the Sports Complex and Events Center (SCEC) in the amount of $30,757,765. OBJECTIVE: To continue the construction of the Board approved SCEC through a planned amendment to the existing CMAR contract to incorporate the second construction phase. CONSIDERATION: On February 13, 2018, Item 16.D.21, the County entered into an Agreement with Manhattan Construction, Inc. for CMAR services for all preconstruction phases for the Collier County Sports Complex and Events Center. The process contemplated using individual contract amendments for each subsequent GMP construction phase. Each phase will clearly identify the terms and conditions specific to that phase including the fees charged by the construction manager. This allows the County to carefully manage the project within the budget parameters adopted by the Board. It also maintains strict controls over the relationship between the owner, construction manager, and design team. On September 25, 2018, Item 11.13, the County entered into the First Amendment to Agreement No. 17- 7198 with Manhattan Construction for work for "Phase 0" that included the preparatory work required in anticipation of "Phase 1" where the infrastructure and fields will be installed on the City Gate parcel owned by the County. "Phase 0" included the majority of land clearing, full lake excavation, a construction access road, and preliminary drainage work. The delivery team has continued to move the project forward based on prior Board guidance. Phase IA completes the primary underground utility work on the City Gate parcel, provides 5 fields (4 turf, 1 grass), maintenance building, welcome center, market, and restrooms. This phase also completes City Gate Boulevard South, main entrance improvements on City Gate Boulevard North, and parking for this phase. This phase is expected to be completed in May of 2020 and will be followed by an overlapping phase in late October of 2019 for the stadium and Great Lawn (Phase 113). Subsequent to Phase lA and 113, the next phase (Phase 2) of the complex on Collier County's adjacent property (CC305 Parcel) will be subject to zoning, permits, and funding at the time of construction. Each phase going forward, including Phase 1A, provides stand-alone deliverables that places facilities in use. Additionally, the construction manager is enticed to continue to earn the owner's business by providing value in each phase. This table identifies the known and forecast construction values and projected revenues funding the project. SCEC-Phases Phase 0 - Actual Phase 1A- Actual Phase IB - Budget Phase 2- Budget Phase 3 Total Construction Value $3,223,930 $26,272,829 $10,500,000 $29,750,000 N/A —$69M Source of Funds Bond Proceeds Interest Road Impact Fees Naming Rights Sales Tax Revenues $65,500,000 $1,000,000 $6,000,000 —$4 to —$6M Pending Phase 3 —$76 to —$78M The table above does not include soft costs such as engineering fees, CMAR fees, permits, and impact fees. These fees add approximately 10-15% to the construction value totaling —$76M to —$80M. Managing the project to the budget means that the Stadium will be scaled back to meet the budget and the Packet Pg. 223 03/26/2019 field house will be planned; but the decision to move forward will be brought back to the Board once the final budget has been refined. The CMAR process is the most transparent and effective way to manage a complex multi -phase project of this size and scope. In this process, the contractor participates in design meetings and identifies high value items that need to be scope managed and features that the design professional desires but may be unaffordable due to the project budget. More importantly, the CMAR approach is an "open book" delivery system where the owner (the County) sees all transactions and pays only the actual costs paid by the construction manager. Additionally, the construction manager provides a guaranteed maximum price for the job. In this project, both the hard construction costs and soft costs are capped independently within the GMP. The contractor has the flexibility within each cap to adjust values but may not transfer funds between hard costs and soft costs. It is anticipated, but not guaranteed, that the owner will see a sizeable turnback of funds at the close of this phase as the construction manager continues to work with subcontractors that want to provide services for the entire project and allowance items are managed below value. The Board, staff, and both of our outside consultants have identified field space as the highest priority. Going forward, each phase will be brought back to the Board with updated construction values and revenue projections. The current cap on TDC revenue allocated to this project and the corresponding increase in construction values will mean vertical construction components such as the stadium will be scoped to meet the available budget. The County has submitted a grant application for the field house as a shelter. Funds were also set aside in the Sales Tax for hurricane resiliency. We expect the permitting for Phase 2 to be completed in late 2020. The construction values identified when Phase 2 is ready will provide the basis for a future discussion on the field house in Phase 3. FISCAL IMPACT: The source of funds is from Tourism Division Capital Projects Fund 758. Funding has been appropriated for this Project No. 50156 (Sports Complex). Construction of facilities at the Amateur Sports Complex will be paid from $65.45 million in bond proceeds, which were deposited into the Sports Complex Capital Fund (370) on or about October 24, 2018. The sale of these bonds was sized around a $3,750,000 debt service limit imposed by the Board during deliberations on Ordinance No. 2017-35, which provided for an additional 1% Tourist Development Tax (TDT) and related Tourist Development Plan. The remaining dollars generated from the 1% increase in the TDT tax will, pursuant to the plan, dedicate additional dollars to beach re - nourishment and maintain funding levels for destination marketing and County owned and operated museums. The General Fund is responsible for funding Sports Complex land acquisition under the concept that the facilities will be enjoyed by Collier County residents as well as for tournament caliber sports events. This $12.1 million to acquire the primary 61.1+/- acre primary parcel and $975K to purchase an adjacent 4.8 - acre parcel for future Sport's Complex use. In the event of any funding gap that may exist as facilities are constructed and funds drawn down, the Board will be briefed, and options provided to close any funding shortfall. Most likely, construction of the field house during the final phase of construction would be the amenity creating the biggest funding challenge. GROWTH MANAGEMENT IMPACT: There is no impact to the Growth Management Plan related to Packet Pg. 224 11.0 03/26/2019 this action. LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote for Board approval. -SRT RECOMMENDATION: That the Board of County Commissioners approves the Second Amendment to Contract No. 17-7198 CMAR for the Collier County Sports Complex and Events Center in the amount of $30,757,765 and authorizes the Chairman to sign the attached amendment. Prepared by: Nick Casalanguida, Deputy County Manager Margaret A. Bishop, P.E., Principal Project Manager, Facilities Management Division ATTACHMENTS 1.2019-03-14 Phase lA Architect's Opinion of Cost (PDF) 2.2019-03-18 Phase IA Bid Letter Approval (PDF) 3. Sports Complex Memorandum - Fact Assessment Final 1 (DOCX) 4. [Linked] 17-7198 Amendment 2 -Sports Complex Phase IA Horizontal -Vertical Work CAO (PDF) 5. SCEC Update Presentation 3-26-19 (PDF) 6. CCSA FLOOR PLANS COLOR ELEVATIONS 3-13-19 (PDF) Packet Pg. 225 11.0 03/26/2019 COLLIER COUNTY Board of County Commissioners Item Number: 1 LC Doe ID: 8274 Item Summary: Recommendation to approve the second amendment to agreement No.17-7198 for Construction Management at Risk (CMAR) contract Phase lA — Guaranteed Maximum Price (GMP) No. 2 Horizontal and Vertical Work Package to Manhattan Construction for the next phase of the Sports Complex and Events Center (SCEC) in the amount of $30,757,765. (Nick Casalanguida, Deputy County Manager) Meeting Date: 03/26/2019 Prepared by: Title: Project Manager, Senior — Facilities Management Name: Margaret Bishop 03/20/2019 9:58 AM Submitted by: Title: Director - Facilities Management — Facilities Management Name: Damon Grant 03/20/2019 9:58 AM Approved By: Review: Procurement Services Procurement Services County Attorney's Office County Attorney's Office Office of Management and Budget Budget and Management Office County Manager's Office Board of County Commissioners Opal Vann Level 1 Purchasing Gatekeeper Ted Coyman Additional Reviewer Scott Teach Level 2 Attorney Review Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Valerie Fleming Level 3 OMB Gatekeeper Review Mark Isackson Additional Reviewer Leo E. Ochs Level 4 County Manager Review MaryJo Brock Meeting Pending Completed 03/20/2019 10:09 AM Completed 03/20/2019 10:15 AM Completed 03/20/2019 1:43 PM Completed 03/20/2019 1:44 PM Completed 03/20/2019 1:54 PM Completed 03/20/2019 2:00 PM Completed 03/20/2019 2:58 PM 03/26/2019 9:00 AM Packet Pg. 226 11.C.a PARKER/MUDGETT/SMITH ARCHITECTS, INC. 2136 McGREGOR BOULEVARD, FORT MYERS, FLORIDA 33901 _� rhes (a39) 332-1171 FAX (2$9) 332-3537 www.pmsarch.com V1 u 14 March, 2019 COLLIER COUNTY SPORTS COMPLEX AND EVENTS CENTER — PHASE 1A ARCHITECT'S OPINION OF COST The current phase of the overall project includes the following five buildings: Building 1 —Welcome Center Building 2 — Restroom / Concession Building 3 — Maintenance Building Building 4 — Satellite Restroom Building 5 — Ticket Office The development of the architectural design and documentation for these buildings is approximately 50% complete. At this point in time the overall size and character of the buildings has been finalized, structural systems and construction materials have been determined, and the detailed construction contract documents are well underway. The following opinion of cost is based on our experience with buildings that have recently been built and that are of similar construction and scale. An escalation factor has been applied to reflect the realities of the current construction market. In our experience an identical building built a year ago would likely be 5% less expensive on average. Two years ago an identical building would likely be 8% less expensive and three to four years ago 10% less expensive. The escalation is accelerating as skilled labor and materials become harder to acquire in the local market. Architectural Opinions of Cost are different than a Construction Manager's detailed take -offs and pricing exercises. We start with similar, but not identical, buildings we have seen built and make assumptions about the differences in site location and access, overall complexity of design, scale of the overall project and as mentioned above an escalation factor. Whereas the Construction Manager provides a target cost in actual dollars we provide a range of probable cost. Packet Pg. 227 Page 2 of 2 14 MARCH 2019 Building 1 — We would anticipate a range of construction cost for Building 1 to be between $160/gsf to $180/gsf. The relatively tight range is due to the simplicity of the systems used in the building. The relatively lower cost per square foot is a result of a large amount of open area on both the first and second floors. Building 2 — We would anticipate a range of construction cost for Building 2 to be between $240/gsf to $280/gsf. The larger spread here is due to the fact that the kitchen equipment still hasn't been finalized and can really swing the cost one way or another. The relatively high overall cost per square foot is a result of the building having a disproportionately high number of restroom fixtures and plumbing as well as its function for retail and food preparation. Buildina 3 - We would anticipate a range of construction cost for Building 3 to be between $70/gsf to $110/gsf. The larger spread here is due to the fact that all of the required equipment need in the building has not yet been determined, and as a steel building the fluctuating coat of steel is hard to predict. The lower overall cost is due to the use of a prefabricated steel building for the structure and building envelope. Building 4 - We would anticipate a range of construction cost for Building 4 to be between $220/gsf to $230/gsf. The smaller spread here is due to the simplicity of the systems used in the building. The relatively high overall cost per square foot is a result of the building having a disproportionately high number of restroom fixtures and plumbing as well as the fact that it is a smaller structure. Building 5 - We would anticipate a range of construction cost for Building 5 to be between $140/gsf to $160/gsf. The smaller spread here is due to the simplicity of the systems used in the building. The lower overall cost per square foot is due to a majority of the square footage is not interior space but outdoor covered space. We believe the narrative above reflects the best of our ability to predict what the construction market will bear out in the coming two to four months. W. Jeffrey Mudgett, AIA Parker/Mudgett/Smith Architects, Inc. 11.C.a Packet Pg. 228 11.C.b DAVIDSON E N G I N E E R I N G March 18, 2019 Collier County Board of Commissioners 3301 Tamiami Trail East Civil Engineering • Planning • Permitting www.davidsonengineering.com Naples, Florida 34112 Re: Collier County Sports Complex and Events Center - Phase 1A Horizontal Construction To Whom It May Concern, We have received the Bid Tabulation Sheets from the Construction Manager at Risk (CMAR), Manhattan Construction Company (MCC), and have reviewed the following bid items pertaining to the Phase 1A Horizontal Construction for the proposed Collier County Sports Complex and Events Center (SCEC). The bulleted documents below were provided to MCC during the bidding process. • Approved Plan Set for the Extension of City Gate Boulevard South • Specifications for the City Gate Boulevard North Lift Station Improvements • Specifications and Exhibits - City Gate Boulevard North Improvements from STA 3+80 to the Eastern Terminus Point of ROW • Approved Right -of -Way Permit Set for City Gate Boulevard North Right -of -Way Improvements • Approved SDP for Collier County Sports Complex and Events Center — Horizontal Construction Upon review, it is apparent that all of MCC's sub -contractors are qualified bidders. The core sub -contractors clearly met all specifications, prepared thorough bids / presentations, and met the overall bid requirements. MCC was required to solicit a minimum of three (3) bids and the formal solicitation took place in February / March of 2019. MCC received several formal proposals in the major categories previously outlined and several notifications that "no formal bid would be provided due to current workloads". Davidson Engineering (DE) coordinated with MCC for an "open house" meeting and a separate pre-bid meeting held on the Collier County Government Campus (publicly advertised in several formats). Overall, 75 sub -contractors were notified as documented by MCC. Davidson Engineering reviewed all bids received and found consistency with the monetary values and material take -offs during preliminary reviews. After further coordination with the MCC, DE also attended several one on one post -bid meetings with the sub -contractors. Some material values were updated and then found to be consistent with the original engineering take -offs and control budget prepared by MCC. The schedule of values with unit price breakdowns were also found to be consistent with most of the recent horizontal construction activity in Collier County. 4365 Radio Road • Suite 201 • Naples, FL 34104 • P: (239) 434.6060 • F: (239) 434-6084 1990 Main Street • Suite 750 • Sarasota, FL 34236 • P: (941) 309-5180 Packet Pg. 229 11.C.b DIL DAVIDSON E N G I N E E R I N G Based on our review of the overall project scope as outlined in the construction documents, DE supports an award of the Phase 1A — Horizontal Construction at the proposed Collier County Sports Complex and Events Center as presented by Manhattan Construction Company. The Construction Documents noted below should be referenced or included with the MCC contract as exhibits. 1. Approved Plan Set for the Extension of City Gate Boulevard South 2. Specifications for the City Gate Boulevard North Lift Station Improvements 3. Specifications and Exhibits - City Gate Boulevard North Improvements from STA 3+80 to the Eastern Terminus Point of ROW 4. Approved Right -of -Way Permit Set for City Gate Boulevard North Right -of -Way Improvements S. Approved SDP for Collier County Sports Complex and Events Center — Horizontal Construction 6. Site Civil, Playing Fields, and Landscaping Bid Memo and Specifications Thank you, Josh Fruth Davidson Engineering, Inc. Vice President Packet Pg. 230 11.C.c Office of the County Manager Leo E. Ochs, Jr. 3299 Tamiami Trail East, Suite 202 • Naples Florida 34112-5746 • (239) 252-8383 • FAX: (239) 252-4010 MEMORANDUM To: Nick Casalanguida, Deputy County Manager From: Heather Cartwright -Yilmaz, Sr. Operations Analyst Date: March 18, 2019 Re: Board Meeting Minutes Assessment — Collier County Sports and Special Events Complex Purpose: The purpose of this correspondence is to provide a historical background on the Sports Complex items that were presented during BCC meetings the past two years. The background summarizes and highlights the items that were brought before the Board for approval and guidance received. Additionally, the memorandum identifies the progress that has been made to complete the Collier County Sports and Special Events Complex within the schedule outlined and financial scope that has been directed by the Board of County Commissioners. KEY TAKEAWAYS AND GUIDANCE 1. Construction Value estimated at $60-80 Million a. Exclusive of soft costs (Design, Permitting, & Fees) 2. Initial Control Budget was $87M a. Included hardening of Field House and public road (-7$-10M) 3. Outdoor Field Space is a higher priority over indoor space a. Phase 2 to include dual purpose fields (Multipurpose/Baseball) b. Field House is Phase 3 Budget Control 4. General Fund Would be used for land acquisition, O&M, and potential offset to construction a. Future O&M will be partially offset by fees and revenue sharing b. Local Access to residents is a high priority 5. $3.75 Million Limit on Debt Service a. Only Generated $65.5 Million not $70M b. Interest Income +/- $1M anticipated due to phasing 6. Phase 2 Road construction covered by Impact Fees 7. Naming Rights revenues pending to offset gap 8. Hurricane Resiliency and sheltering needs to be Included in the Field House a. Sales Tax funds ($4-8M set aside) Packet Pg. 231 11.C.c Background: The following is a timeline of the Sports and Special Events Complex items that have been presented to the Board with follow-up notes below: • 02/28/2017 — Agenda Item 11 C — Financial Feasibility and Site Feasibility Evaluation o Site selected and approved for financial evaluation • 03/28/2017 — Agenda Item 11 C — Evaluation of Financing Plan o Financing report presented with direction to bring back options for formal consideration completed • 06/13/2017 — Agenda Item 11.A — TDC Funding o The allocation and budget were adopted; the bond validation was completed. Short- term financing was approved for the land acquisition o Project scope further refined • 12/12/2017 — Agenda Item 11.F — The City Gate Land Purchase o The Agreement for Sale and Purchase and Lease Agreement with CG II, LLC for the purchase and lease of property to accommodate the future Collier County Sports Complex, not to exceed $12,142,537.50 • 02/13/2018 — Agenda Item 16.D.21 — Manhattan Construction Manager at Risk Selected o Awarded Contract No. 17-7198 for the Collier County Sports Complex was awarded to Manhattan Construction Inc., for CMAR for preconstruction phased services in the amount of $195,527 • 03/27/2018 — Agenda Items 9A & 9B — DRI & PUD Amendments Approved o City Gate Phase 0 designs are complete, permitted, and under construction o City Gate Phase 1A construction ready for Board approval o City Gate Phase 1 B Under design and scoping o City Gate Phase 3 (Field House) on hold until CC305 Project Phase 2 has been permitted and construction approved by the Board • 06/12/2018 — Agenda Items 11 B & 11.0 — Concept approved and Davidson Engineering Firm Selected o Board direction given to include dual purpose fields in Phase 2 o Awarded Contract No. 17-7199 for the Collier County Sports Complex was awarded to Davidson Engineering Inc., for professional engineering services in the amount of $4,854,383 • 07/10/2018 —Agenda Item 165 —The Superlative Group Naming Rights Firm o Awarded Contract No. 18-7294 for Collier County naming rights and sponsorship was awarded to The Superlative Group o Superlative is contacting potential participants 21 Page Packet Pg. 232 11.C.c 09/25/18 — Agenda Item 11 B — First Amendment to Agreement No. 17-7198 with Manhattan Construction Inc. o Approval to First Amendment to Agreement No. 17-7198 with Manhattan Construction Inc. (Phase 0) in the amount of $3,199,984.81 for the Construction Management at Risk (CMAR) o This phase includes clearing and grubbing, lake excavation, and preparatory work for the finish fields and vertical buildings o Value added change to complete entire clearing and grubbing with an approximate savings of $60,000 10/23/2018 — Agenda Item 165 — Sports Field Inc. (SFI) Marketing and Management Firm o Awarded Contract No. 18-7404 for the Collier County Sports Complex Marketing and Support to Sports Fields Inc., in the initial not to exceed amount of $50,000, for marketing and related consulting services for the Amateur Sports Complex o SFI design recommendations included into concepts and final designs to improve ROI and revenues per participant (REVPAR) MEETING MINUTES REVIEW: February 28, 2017 — ITEM 11 C - RECOMMENDATION TO EVALUATE THE SITE FEASIBILITY AND FINANCIAL REQUIREMENTS OF DEVELOPING A REGIONAL TOURNAMENT CALIBER SPORTS FACILITY AND TO PROVIDE GUIDANCE ON FUTURE ACTIONS -MOTION TO MOVE FORWARD WITH THIS ITEM, LOOK FOR FUNDING SOURCES THAT INCLUDE TOURIST TAX DOLLARS AND PRESENT FINDINGS TO THE TDC ON MARCH 27TH AND BCC ON MARCH 28TH — Approved 31 Page o Nick C.: "There'd be a General Fund component for a buy -down we would talk about, because there would be a lot of public use that would go into this as well" o Rob Hunden... SUMMARY DISCUSSION... on indoor vs. outdoor... Indoor has a much higher cost of construction and higher operating & maintenance cost ... Make sure the facility is professionally managed o Nick C.: "Rob, correct me if I'm wrong, but I think as I read in the report, the multipurpose fields are the highest demand. And as you'll hear from, I think, Mr. Berman from FBU, if you were to do a complementary side-by-side project, you might do the championship venue laid out with six or eight multipurpose fields, leverage what you said, only take down the back half of City Gate, then develop the baseball championship on ours, so you've got something you could start on fairly quickly that addresses the demand for the multipurpose fields and that championship venue, allow Collier County 305 to run its course over the next three to five years, take down the back half, and you've got both the expansion prospect as well as some immediate relief. And I think that's our plan is to give you a pure City Gate, a pure 305, and then maybe a hybrid approach when we come back as to something in between. " Packet Pg. 233 11.C.c March 28,2017— ITEM 11A -RECOMMENDATION TO EVALUATE THE FINANCING PLAN ASSOCIATED WITH DEVELOPING A REGIONAL TOURNAMENT CALIBER SPORTS FACILITY AND TO PRIVIDE GUIDANCE ON FUTURE ACTION -MOTION TO DIRECT STAFF TO PROCEED GATHERING ADDITIONAL INFORMATION AND RE -AFFIRM INTEREST IN INCREASING THE TOURIST TAX AND HAVE STAFF LOOK AT THE SCALE OF THE PROJECT — Approved o Mark I.: "/ want to start by talking a little bit about the issuance of debt itself because at some point in time when the numbers are revised and massaged, you're going to have to probably issue debt somewhere between 60 and $80 million, again, depending upon what the final numbers come out to be." June 13, 2017 — ITEM 11A & 10B - RECOMMENDATION TO REVIEW OF THE UPDATED CONCEPTUAL SITE PLANS, COST ANALYSIS, AND FUNDING ALLOCATION PLAN ASSOCIATED WITH THE DEVELOPMENT OF A REGIONAL TOURNAMENT CALIBER SPORTS FACILITY AND APPROVE THE RECOMMENDED FUNDING ALLOCATION, PROJECT DELIVERY PLAN; AND DIRECT THE COUNTY MANAGER TO EXECUTE THE PLAN AS SUBMITTED OR AS AMENDED BY THE BOARD - TDC: MOTION TO APPROVE THE SPORTS COMPLEX AND THE 5TH PENNY TAX Approved; THE MUSEUM ALLOCATION WILL BE DISCUSSED FURTHER PRIOR TO THE NEXT BCC MEETING; BCC: MOTION TO PROCEED WITH INCREASING TOURIST TAX TO 5% AND APPROVE THE SPORTS COMPLEX — Approved; FREEZE THE MUSEUMS AT THE 2014 RATE AND STAFF TO CONSIDER THE OPERATIONS WITH DIFFERENT CONCEPTS FOR REVIEW, ALONG WITH THE PROPOSED ORDINANCE TO BE REVIEWED BY THE TDC PRIOR TO BOARD ADOPTION — Approved 41 Page o Nick C.: "it was important to point out that Hunden came out with a couple key points, They have ranked outdoor facilities as first... We would review successful management marketing models ... While we don't need a lot of money up front, the revenues you'd start to collect would start to buy down the cost, so your debt service for the project would be contained. And then to meet that number of 60- to $80 million, your debt service for 3.75 million buys you about 50- to 55-. So, you're looking at some pay -and -go, some commercial paper in there, and then, obviously, if we can get some naming rights to buy down the cost as well, too. " "Let me bring up another chart. And yes, the question is, is it going to be 60 million or 80 million. We'll make that decision before we decide on executing the construction contract." o COMMISSIONER SOLIS: "The only thing 1 was going to add was, we're also talking about phasing it. So, the concerns about the cost escalations and all that, we can also deal with that in the process of constructing it as well, right? We don't have to necessarily wait until the field house, which would be the last thing constructed. But, 1 mean, we're going to have some flexibility throughout the whole process. " Packet Pg. 234 11.C.c o Nick C.: "That's the whole point of the way I've laid out this project is you're going to get a lot of visibility and a lot of flexibility to do this. " o Mark I.: " Let's be clear. The -- there's a component of this that will be funded exclusively from tourist development taxes. Nick mentioned that under the proposed reallocation formula, that $3,750, 000 will be set aside to pay for debt service. There's no General Fund infusion in that. None. Zero. That's for the vertical structure and the improvements to the field and the related appurtenances, period." a� "Now, there's a second component of this. Nick just mentioned that during the course of a the week folks in Collier County are going to be using this facility and, as a result of that, there's an expectation that there will be a general corporate purpose, a General Fund infusion, of dollars to support the effort. We're thinking that that would be the land cost; 0 roughly $12 million. And that would be due on or about that 1St of January of '18, r depending on when the land deal is negotiated. Now, how do we do that? We can go $ out and get commercial paper real easy for $12 million. That's separate and distinct U) from the tourist development tax component of this particular initiative. That's the General Fund's contribution to this." N Key Points: ■ Outdoor facilities are our highest priority ■ Construction Value of facility estimated at 60-80 ■ TDC debt service capped at 3.75M ■ General fund component for land, O&M, and potentially some construction ■ Phasing used to manage the project both due to permitting and cost containment ■ Naming rights used to buy down costs ■ Facility to be accessible by our residents March 27, 2018 — ITEMS 9A & 913 — DRI and PUD amendments to City Gate -MOTION TO APPROVE MODIFICATIONS TO ITEM #9A &#9B AS PRESENTED BY THE COUNTY MANAGER — Adopted 51 Page o CHAIRMAN SOLIS: "Okay. The other question I have -- and it just occurred to me, and it was a conversation that Mr. Casalanguida and 1 had after the hurricane was that there was some thought being given to hardening some aspect of this for maybe a special - needs facility in another event like a hurricane. And is everything that we're doing going to allow for that? I just want to make sure that" o Nick C.: "Yes, sir. That's part of the final design. Whether it's special need, whether it's for staff, we plan, when we bring the field house component to the Board, having an option to harden it. We'll have the cost identified then. And if the sales tax provides that or the Board wants to support that, we will build that into the project." ■ Sales Tax or General fund considered for field house for hardening purposes Packet Pg. 235 11.C.c June 12, 2018 — ITEM 11 B — STAFF'S PRESENTATION ON THE STATUS OF THE SPORTS AND SPECIAL EVENT CO LEX -MO ION TO ACCEPT STAFF'S PRESENTATION, INCLUDING 4 DUAL PURPOSE BASEBALL/SOFTBALL FIELDS — Consensus o ROB HUNDEN: "So in terms of the headlines, at this point, while we believe that you could be successful in both indoor and outdoor, outdoor fields are the priority and the greater opportunity at this point compared to indoor courts." o COMMISSIONER SAUNDERS: 'In terms of four baseball diamonds there, I think what you just said is that we can accommodate that; you would still have the four multi- purpose fields there, which we could use for tournaments, but you'd have the flexibility of using the four fields. There is some extra cost associated, but parking is not going to be a problem, is what you said." ■ Focus on outdoor facilities and include baseball/dual-purpose facilities understanding some additional costs 61 Page Packet Pg. 236 SECOND AMENDMENT TO AGREEMENT # 17-7198 FOR CONSTRUCTION MANAGEMENT AT RISK CONTRACT CONSTRUCTION PHASE SERVICES FOR COLLIER COUNTY SPORTS COMPLEX PROJECT NO: 50156 DATE OF CONTRACT: March , 2019 PROJECT NAME AND Construction Manager at Risk Services For LOCATION: Collier County Sports Complex Project Naples, Florida 34117 CONSTRUCTION MANAGER: Manhattan Construction (Florida), Inc. 3705-1 Westview Drive Naples, FL 34104 (239)643-6000 Florida GCG #1525079 DESIGN PROFESSIONAL: 1111 a C SECOND AMENDMENT TO AGREEMENT 9 17-7199 Davidson Engineering, Inc. 4365 Radio Road 9201 Naples, Florida 34104 11.C.d 0Packet Pg. 237 11.C.d THIS SECOND AMENDMENT, is made and entered into as of this day of March, 2019 by and between Board of County Commissioners, Collier County, Florida, a political subdivision of the State of Florida, hereinafter referred to as the "Owner" 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, on February 13, 2018, Agenda Item 16.13.21, the County entered into an Agreement with CONSTRUCTION MANAGER for Construction Management at Risk services for Preconstruction Phase Services for the Collier County Sports Complex (the "Agreement"); and WHEREAS, pursuant to Section XI.E., Basis of Guaranteed Maximum Price, of the Agreement, the parties agreed to Amend the Agreement to specifically address the future incorporation of the Construction Phase Services portion of the project; and WHEREAS, on September 25, 2018, the Parties entered into a First Amendment to the Agreement for Phase 0 GMP#001 Lake Excavation, Clearing & Grubbing services for the Collier County Sports Complex; and WHEREAS, the Parties wish to amend the Agreement to incorporate the Phase IA — GMP#02 — Horizontal and Vertical Work Package, set the Guaranteed Maximum Price for this Phase of the project, as well as establishing the Construction Manager's Fee, and including all other provisions necessary to promote the successful performance of the Construction Phase of the project, as reflected in the Construction Phase Services Additional Terms and Conditions (attached hereto). NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, it is agreed by the parties as follows: 1. CONSTRUCTION MANAGER'S FEE. The Construction Manager's Fee for work or services performed during the Construction of Phase 1A — GMP#02 - Horizontal and Vertical Work Package in the amount of Nine -Hundred Nineteen Thousand Five Hundred and Fifty -Three 001100 Dollars ($919,553.00). 2. COST OF THE WORK. The total cost of Phase I — GMP#02 -Horizontal and Vertical Work Package is Twenty -Nine Million Eight Hundred Thirty -Eight Thousand Two Hundred Twelve and 001100 ($29,838,212.00). 3. GUARANTEED MAXIMUM. Pursuant to Section XI. Basis of Guaranteed Maximum Price, of the Agreement and as otherwise more specifically set forth in this Amendment, the Construction Manager's Guaranteed Maximum Price for Phase IA — GMP402 - Horizontal and Vertical Work Package only, including the Construction Manager's Fee and cost of the Work is Thirty Million Seven Hundred Fifty -Seven Thousand Seven Hundred Sixty -Five ($30,757,765.00). See Exhibit E, attached. This cost is for the performance of the Work in accordance with the Contract Documents listed and attached to this First Amendment, which is incorporated herein. 4. CONTRACT TIME. The total time beginning with the Construction Phase 1A — GMP#02 - Horizontal and Vertical Work Package Work Commencement Date to the date of Substantial Completion of the Work is 13 months calendar days ("Contract Time"). 5. AMENDMENT TO CONSTRUCTION PHASE SERVICES ADDITONAL TERMS AND CONDITIONS. The Construction Phase Services Additional Terms and Conditions attached to the First Amendment to the Agreement is hereby revised and replaced per attached Exhibit 1. x111 sE SECOND AMENDMENT TO AGREEMENT 8 17-7148 CAO Packet Pg. 238 IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Amendment on the date and year first written above. ATTEST: Crystal K, Kinzel, Clerk of Courts and Comptroller C Dated: (SEAL) OWNER: Board of County Commissioners, Collier County, Florida, a political subdivision of the State of Florida William L. McDaniel, Jr., Chairman CONSTRUCTION MANAGER's Witnesses: CONSTRUCTION MANAGER: Manhattan Construction (Florida), Inc. First Witness By: Gordon Knapp, Type/print witness name Senior Vice President - Florida Second Witness Type/print witness name Approved as to Form and Legality: Scott R. Teach Deputy County Attorney 31PnVc SECOND AMENDMENT TO AGREEMENT N 17-7198 11.C.d CAG Packet Pg. 239 Exhibit 1 Construction Phase Services Additional Terms and Conditions ARTICLE DESCRIPTION PAGE 1. THE CONSTRUCTION TEAM AND EXTENT OF AGREEMENT ......................... 1.1 The Construction Team................................................................................................. 1.2 Extent of Agreement..................................................................................................... 1.3 Definitions.. ................. ............................................................... .............. .................. 2. CONSTRUCTION MANAGER'S SERVICES ............................................................ .................. ....... . 10 2.1 General.......................................................................................................................... 10 2.2 Review of Contract Documents and Field Conditions .................................................. 10 2.3 Job -Site Facilities and Weather Protection.................................................................... 11 2.4 Construction Phase........................................................................................................ 11 3. OWNER'S RESPONSIBILITIES................................................................................. 22 3.1 Owner's Information...................................................................................................... 22 3.2 Owner's Representative............................................................. .............................. _... 22 3.3 Design Professional's Agreement.................................................................................. 22 3.4 Site Survey And Reports............................................................................................... 22 3.5 Approvals And Easements............................................................................................ 23 3.6 Legal Services............................................................................................................... 23 3.7 Drawings And Specifications........................................................................................ 23 3.8 Cost Of Surveys And Reports............................................................... .......... 23 3.9 Project Fault Defects..................................................................................................... 23 3.10 Funding.......................................................................................................................... 23 3.11 Lines Of Communication.............................................................................................. 23 3.12 Lines Of Authority.......................................................................... .......................... 23 3.13 Permitting & Code Inspections..................................................................................... 24 4. PERMITTING AND INSPECTION ............................................. 24 4.1 Building Permits........................................................................................................... 24 4.2 Code Inspections........................................................................................................... 24 5 SUBCONTRACTS....................................................................................................... 24 5.1 Definition....................................................................................................................... 24 5.2 Proposals............................................................... ...... 24 5.3 Required Subcontractors' Qualifications And Subcontract Conditions ........................ 24 5.4 Responsibilities For Acts And Omissions.................................................................... 26 5.5 Subcontracts To Be Provided........................................................................................ 26 5.6 Payment to Subcontractors........................................................................................ 26 41 P a E e SECOND AMENDMENT TO AGREEMENT 9 17-7148 11.C.d Packet Pg. 240 ARTICLE DESCRIPTION PAGE 6, SCHEDULE, TIME OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 27 6.1 Project Substantial Completion Date, Project Final Completion Date And Owner Occupancy 27 12.3 Date.............................................................................................................. 37 6.2 Liquidated Damages........................................................................................................... 26 6.3 For Delay in Substantial Completion................................................................................ 26 6.4 For Delay in Final Completion.......................................................................................... 27 6.5 Construction Manager Delay............................................................................................. 28 6.6 Date of Owner Occupancy................................................................................................. 28 7. GUARANTEED MAXIMUM PRICE FOR CONSTRUCTION ...................................... 28 7.1 Guaranteed Maximum Price (GMP) Proposal................................................................... 28 7.2 GMP Amendment (Amendment No. 1) (see, Exhibit E) .............................. 7.3 GMP Allowance.................................................................................................. 29 7.4 GMP Final Completion........................................................................................... 29 7.5 GMP General Conditions and General Requirements........................................................ 29 8. CONSTRUCTION MANAGER'S FEE............................................................................... 30 8.1 Fee........................................................................................................................................ 30 8.1.1 Preconstruction Phase Fee.................................................................................................... 30 8.1.2 Construction Phase Fee........................................................................................................ 30 9. COST OF THE WORK................................................................................................... 30 9.1 Definition............................................................................................................................. 30 9.2 Direct Cost Items................................................................................................................. 30 10, CHANGE 1N THE PROJECT............................................................................................. 33 10.1 Change Orders...................................................................................................................... 33 10.2 Claims For Additional Cost Or Time................................................................................... 34 10.3 Minor Changes In The Project............................................................................................. 34 10.4 Emergencies............................................................................................................. 11. DISCOUNTS AND PENALTIES....................................................................................... 34 11.1 Discounts And Penalties...................................................................................................... 34 12. PAYMENTS TO THE CONSTRUCTION MANAGER .................................................... 35 12.1 Monthly Applications for Payments.................................................................................... 35 12.2 Final Payment...................................................................................................................... 36 12.3 Payments To Subcontractors............................................................................................... 37 12.4 Delayed Payments By Owner.............................................................................................. 37 12.5 Payments For Materials And Equipment............................................................................. 37 12.6 Withholding Payments To Subcontractors........................................................................... 37 5111aV-c SECOND AMENDMENT TO AGREEMENT U I7-7198 11.C.d Packet Pg. 241 ARTICLE DESCRIPTION PAGE 13. INSURANCE, INDEMNITY AND WAIVER OF SUBROGATION ............................... 38 13.1 indemnity ............................................................................................................................. 38 13.2 Construction Manager's Insurance....................................................................................... 38 13.3 Owner's Insurance................................................................................................................. 40 13.4 Other Insurance Terms.......................................................................................................... 40 13.5 Waiver Of Subrogation........................................................................................................ 41 14. TERMINATION OF THE AGREEMENT AND OWNER'S RIGHT TO PERFORM 42 CONSTRUCTION MANAGER'S OBLIGATION............................................................. 14.1 Termination By The Construction Manager........................................................................ 42 14.2 Owner's Right To Perform Construction Manager's Obligations And Termination 42 ByOwner For Cause........................................................................................................... 14.3 Termination By Owner Without Cause............................................................................... 43 15. ASSIGNMENT AND GOVERNING LAW....................................................................... 44 15.1 Assignment Consent............................................................................................................ 44 15.2 Governing Laws................................................................................................................... 44 16. NOTICE OF CLAIM; WAIVER OF REMEDIES; PROCEDURE FOR DELAY CLAIM 44 16.1 Notice of Claim..................................................................................................................... 44 16.2 Resolution of Claims and Disputes, Generally..................................................................... 44 16.3 Venue..................................................................................................................................... 45 16.4 Remedy for Delay.................................................................................................................. 45 16.5 Waiver of Consequential Damages........................................................................................ 45 17, MISCELLANEOUS 45 17.1 Harmony................................................................................................................................ 45 IT2Apprentices ............................................................................................................................. 46 17.3 Applications for Payment....................................................................................................... 46 17.4 Construction Manager's Project Records................................................................................. 46 17.5 Minority Participation............................................................................................................ 46 17.6 Construction Managers Payment Rights................................................................................ 46 17.7 Public Entity Crime Information Statement............................................................................ 46 17.8 Unauthorized Aliens................................................................................................................ 46 17.9 Electronic Mail Capabilities.................................................................................................... 47 17.10 Captions and Section Headings............................................................................................... 47 17.11 Agreement Preparation........................................................................................................... 47 17.12 Third Party Beneficiaries........................................................................................................ 47 17.13 Definition of "day„............................................................................................. 47 17.14 Statutory Disclosures................................................................................... 47 611'a� c SECOND AMENDMENT To AGREEMENT k 17-7198 11.C.d Packet Pg. 242 EXHIBITS DESCRIPTION A Construction Team Assigned Representatives B Construction Manager's Key Personnel Assigned to the Project C Certificate of Substantial Completion D Construction Manager's Final Payment Affidavit E GMP Proposal F Payment and Performance Bond Form G Construction Manager's Standard Rates H Release and Affidavit Form I Form of Contract Application for Payment J Consent of Surety K Change Order L Final Payment Check List 7 1 R a g c SECOND AMENDMENT TO AGREEMENT H 17-7196 11.C.d CA Packet Pg. 243 ARTICLE 1 THE CONSTRUCTION TEAM AND EXTENT OF AMENDMENT The Construction Manager accepts the relations of trust and confidence established between it and the Owner by this Amendment. Construction Manager covenants with the Owner to: furnish Construction Manager's best skill and judgement and to cooperate with the Design Profession in furthering the interests of the Owner. Construction Manager agrees to furnish efficient business administration and superintendence and use its best efforts to complete the Project in the best, most expeditious and economical manner consistent with the interest of the Owner, 1.1 The Construction Team - The Construction Manager, Owner's representative, and the Design Professional, called the "Construction Team", shall work jointly during design and through final construction completion and shall be available thereafter should additional services be required. The Design Professional will provide leadership during the Preconstruction Phase with support from the Construction Manager and the Construction Manager shall provide leadership to the Construction Team on all matters relating to construction. The specific representatives of the "Construction Team" are shown in Exhibit A attached. 1.2 Extent of Amendment — Upon execution, this Second Amendment to Contract No, 17-7198, "Agreement for Construction Manager at Risk Preconstruction Phase Services Collier County Sports Complex" located in Naples, FL, 34117, between -the Owner and the Construction Manager specifically amends that Agreement to address the Construction Phase Services portion of the project, to incorporate the Phase 1.A -- GMP#02 -Horizontal and Vertical Work Package guaranteed maximum proposal, establish the Construction Manager's Fee and to include all other provisions necessary to promote the successful subsequent performance of the Construction Phases of the project. This Amendment supersedes any prior negotiations or representations with respect to the Construction Phase Services for this project, with respect to Phase 1A-GMP#02- Horizontal and Vertical Work Package, and for subsequent phases of the Project, subject to further amendments by the Parties. When drawings, specifications and other descriptive documents defining the work to be included under a construction authorization are complete, they shall be identified in the construction authorization issued by Owner's Representative. When drawings, specifications and other descriptive documents defining the work to be included in the Guaranteed Maximum Price (GMP) are sufficiently complete, an Amendment to the Agreement shall be signed by the Owner and Construction Manager, acknowledging the GMP amount and the drawings, specifications and other descriptive documents upon which the GMP is based. To expedite the preparation of this GMP Amendment by the Owner, the Construction Manager shall (i) obtain three (3) sets of signed, sealed and dated drawings; (ii) obtain one (1) reproducible set of drawings; (iii) obtain specifications and other documents upon which the GMP is based from the Design Professional; (iv) shall acknowledge on the face of each document of each set that it is the set upon which Construction Manager based its GMP; and shall send one set of the documents to Owner's Representative along with its GMF Proposal (see, subsection 7.1). Construction Manager shall keep one set for himself and return one set to the Design Professional. The GMP Proposal shall include the following sections: Section One: GMP Bud et Summar Section Two: GMP Clarifications and Assum tions Section Three: General Conditions Budget Estimate Section Four: Allowances (if required) Section Five: GMP Aggregate Bid Tabulations 8I 11 a IT e SECOND AMENDMENT TO AGRFFMENT 9 17-7199 11.C.d Packet Pg. 244 11.C.d Section Six: Preliminaty Construction Schedule Section Seven Document Rider — List of Contract Documents (including Plans and Specifications to which the GMP Budget is based upon) Section Eight Site Utilization Plan Section Nine Value Engineering Tracker i re wired The final subcontractor bid tabulations shall be provided within ten (10) business days of approval of this contract or prior to the issuance of the notice to proceed, whichever occurs first. This Amendment shall not be superseded by any provisions of the documents for construction and may be amended only by written instrument signed by both Owner and Construction Manager, 1.3 Definitions: Allowances- Generally, the term "Allowance" shall mean a line item in the budget identified in the schedule of values that has not been fully designed but desired in the Project and included in the GMP, The Construction Manager shall seek the Owner's approval when the item is ready to be included in the construction. The allowance will be part of the GMP and subject to the Construction Manager's fee. Unused allowance shall be reallocated to the Owner's Contingency after the item has been completed and reduced in the final calculation for the Construction Manager's fee. Design Professional- Davidson Engineering, Inc., 4365 Radio Road, #201, Naples, FL 34104 Construction Manager- Manhattan Construction (Florida), Inc., 3705-1 Westview Drive, Naples, FL 34104 (239) 643-6000 Estimate- The Construction Manager's latest estimate of probable project construction cost, Owner - Board of County Commissioners of Collier County, Florida Owner's Contingency- Owner's Contingency shall be an amount, determined by the Owner, which will be available to the Owner to pay for Project costs which are expressly chargeable to the Owner or determined to be the Owner's responsibility. This contingency shall not be included in the calculation for the Construction Manager's fee. If the Owner uses this Owner Contingency to add scope to the Work of the Construction Manager, the Construction Manager's fee, insurance, bonds and any applicable added General Conditions will be included in the Change Order to add the scope. Owner's Representatives The person or person(s) designated by the Owner to provide direct interface with the Construction Manager with respect to the Owner's responsibilities, Permitting Authority- Any governmental agency having jurisdiction over any portion of the Project. Project- The Project is the total work to be performed under this Agreement. The Project consists of permitting, zoning, construction and code inspection for Project No. 50156, Collier County Sports Complex, Naples, Florida, 34117, necessary to build the various phased component parts of the Project. 9 111 �Ajq SECOND AMENDMENT TO AGREEMENT 91 7-7198 Packet Pg. 245 11.C.d ARTICLE 2 CONSTRUCTION MANAGER'S SERVICES The services which the Construction Manager shall provide include, but are not limited to, those described or specified herein. The services described or specified shall not be deemed to constitute a comprehensive specification having the effect of excluding services not specifically mentioned. 2.1 General --- The Construction Manager shall perform the Work of the Project in accordance with the Contract Documents. Unless stated differently in any GMP Amendment, the Construction Phase shall commence after the Owner's acceptance of the Construction Manager's GMP Proposal and upon the Owner's issuance of a Notice to Proceed (hereinafter the "Commencement Date"). Within five (5) calendar days after issuance of the Notice to Proceed, the Construction Manager shall deliver to the Owner a detailed Project Schedule. This Project Schedule shall also include the calendar dates for the delivery or completion of all documents, reports, mother data, as required by this Agreement. Until the Project has reached a stage of Final Completion, the Construction Manager shall report on the progress of the Project to the Owner as provided herein. 2.2 Review of Contract Documents and Field Conditions (1) By execution of this Amendment, the Construction Manager represents that it has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. (2) Because the Contract Documents are complementary, the Construction Manager shall, before starting each Phase of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Article 3, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Construction Manager and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Construction Manager shall promptly report to the Design Professional any errors, inconsistencies or omissions discovered by the Construction Manager. It is recognized that the Construction Manager's review is made in the Construction Manager's capacity as a contractor and not as a licensed design professional. (3) The Construction Manager is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Construction Manager shall promptly report to the Design Professional any nonconformity discovered by the Construction Manager. (4) If the Construction Manager believes that additional cost or time is involved because of clarifications or instructions the Design Professional issues in response to Construction Manager's notices or requests for information pursuant to Sections 2,2(2) or 2.2(3), the Construction Manager shall notify the Owner and Design Professional. If the Construction Manager performs the obligations of Sections 2.2(2) and/or 2.2(3), the Construction Manager shall not be liable to the Owner or Design Professional for damages resulting from errors, inconsistencies or omissions in the Contract Documents, for differences between field measurements or conditions and the Contract Documents, or for nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities. 101PIxe SECOND AMENDMENT TO AGREEMENT 9 17-7195 CAA Packet Pg. 246 11.C.d 2.3 Job -Site Facilities and Weather Protection (1) Job -Site Facilities — The Construction Manager shall arrange for all job -site facilities necessary to enable the Construction Manager to perform its duties in the management and supervision of construction, Tangible personal property otherwise referred to as job -site facilities, include but are not limited to such things as trailers, toilets, and any other equipment necessary to carry on the Project. The Construction Manager shall ascertain what temporary enclosures, if any, of building areas should be provided for in order to assure orderly progress of the work in periods when extreme weather conditions are likely to be experienced. When Construction Manager wishes to supply job -site facilities from his own equipment pool, he shall first evaluate buy versus lease as discussed in the paragraph above. If leasing is found to be the least expensive approach, then he may lease such job -site facilities from his own equipment pool subject to the Owner's approval. All such facilities purchased will become the property of the Owner at the conclusion of the Project. The Construction Manager shall maintain ownership responsibilities of such facilities until the project conclusion. Reimbursement for cost of such equipment will be made at the conclusion of the Project at the documented purchase price. At that time, the Construction Manager shall provide the Owner with a complete inventory for each unit of equipment. The inventory shall describe the equipment and identify the purchase price, serial number, model number and condition. Where said equipment has a title, said title shall be properly transferred to the Owner or to his designee. The Construction Manager is responsible for proper care and maintenance of all equipment while in his control. 2.4 Construction Phase (1) Construction Manager's Staff - The Construction Manager shall maintain sufficient off-site support staff, and competent full time staff at the Project site authorized to act on behalf of the Construction Manager to coordinate, inspect and provide general direction of the work and progress of the subcontractors and shall provide no less than those personnel during the respective phases of construction that are set forth in Exhibit B to this Agreement, Construction Manager shall not change any of those persons named in Exhibit B unless mutually agreed to by the Owner and Construction Manager. In such case, the Owner shall have the right of approval of the qualifications of replacement personnel. Such approval will not be unreasonably withheld. (2) Lines of Authority - The Construction Manager shall establish and maintain lines of authority for its personnel, and shall provide this definition to the Owner, the Subcontractors, the Design Professional and the Owner's Representatives, to provide general direction of the work and progress of the various phases and subcontractors. Construction Manager shall have full authority and responsibility to administer the Subcontractors and suppliers working under its tier. (3) Schedule Provisions - The Construction Manager shall provide subcontractors and the Owner, its representatives and the Design Professional, with sufficient copies of the documents as required to identify their scopes during the Construction Phase, identify milestones, beginning E E and finishing dates, their respective responsibilities for performance and the relationships of 111P SECOND AMENDMENT To AGREEMENT # 17-7198 CAO Packet Pg. 247 their work with respect to suppliers and other subcontractors. The Construction Manager shall also continue to provide current scheduling information and provide direction and coordination regarding milestones, beginning and finishing dates, responsibilities for performance and the relationships of the Construction Manager's work to the work of its subcontractors and suppliers to enable them to perform their respective tasks so that the development of construction progresses in a smooth and efficient manner in conformance with the overall project schedule. The schedule shall include all phases of the construction work, material supplies, long lease procurement, approval of shop drawings, change orders in progress, schedules for change orders, and performance testing requirements. The Construction Manager shall advise the Owner, its representatives and the Design Professional of their required participation in any meeting or inspection giving each at least one week notice unless such notice is made impossible by conditions beyond its control. Construction Manager shall hold job -site meetings at least once each month with the Construction Team and at least once each week with the subcontractors and the Design Professional's Field Representative, or more frequently as required by work progress, to review progress, discuss problems and their solutions and coordinate future work with all subcontractors. (4) Solicitation of Bids (a) Construction Manager shall prepare invitations for bids, or requests for proposals when applicable, for all procurements of long lead items, materials and services, and for Subcontractor contracts. Such invitations for bids shall be prepared in accordance with the following guidelines, Award of bid shall be given to the lowest, qualified, responsive vendor: 1. Contracts not exceeding $15,000 may be entered into by the Construction Manager with the firm, which submits the lowest verbal responsible and responsive quotation. The Construction Manager shall request a minimum of three (3) verbal quotations. These quotations shall be entered on a bid tabulation sheet and a copy of such tabulation sent to the Owner, Design Professional and to each firm. The successful quotation shall be confirmed by written contract or purchase order to the low bid firm defining the scope and quality of work to be provided. 2. Contracts exceeding $15,000 but not exceeding $50,000 may be entered into by the Construction Manager with the firm who is qualified and submits the lowest responsible and responsive proposal. The Construction Manager shall obtain written bids/proposals from a minimum of three (3) firms based on approved plans and specifications. The written bids/proposals shall all be submitted to the Design Professional and the Owner for approval. A tabulation of the results shall be furnished to the Owner, Design Professional and to each firm. Contracts exceeding $50,000 may be entered into by the Construction Manager with the firm who is qualified and submits the lowest responsible and responsive bid/proposal. In obtaining bids/proposals, the Construction- Manager shall ensure that its award practices provide fair and equitable opportunities for a broad range of vendors/contractors to respond to the Owner's needs. The Construction Manager shall obtain written bids/proposals frorn a minimum of three (3) firms based on approved plans and specifications, when available. Bids/proposals shall be received and submitted to the Design Professional and the Owner for approval. Should the Construction Manager receive less than three (3) bids/proposals, it may proceed only 121Pa,-, SECOND AMENDMENT TO AGREEMENT 9 ] 7.7399 11.C.d Packet Pg. 248 11.C.d if the Design Professional certifies to the Owner that the recommended pricing is reasonable, and representative of the market and the Owner agrees. 4. Site utilities may be acquired at market rates from the entity(ics) providing such in the franchise area. 5. Bidding shall not be required for change order work with subcontractors who Construction Manager is already under subcontract. 6. Construction Manager hereby discloses that it has a relationship to the following entities: Safezone Glass and Glazing and Spectrum Contracting. Owner acknowledges that these entities are not disqualified from the subcontractor bidding process or from being awarded a subcontract solely because of this relationship,, (b) As part of such preparation, the Construction Manager shall review the specifications and drawings prepared by the Design Professional. Ambiguities, conflicts or lack of clarity of language, use of illegally restrictive requirements, and any other defects in the specifications or in the drawings noted by the Construction Manager shall be brought to the attention of Owner's Representative and Design Professional in written form. (c) For each separate construction subcontract, the Construction Manager shall, unless waived by Owner, conduct a pre-bid conference with prospective bidders, the Design Professional and Owner's Representative. In the event questions are raised which require an interpretation of the bidding documents or otherwise indicate a need for clarification or correction of the invitation, the Construction Manager shall transmit these to the Design Professional and upon receiving clarification or correction in writing shall prepare an addendum to the bidding document, and issue same to all of the prospective bidders. (d) The Construction Manager shall establish a qualification procedure for applicable subcontract trades. (e) Prior to awarding any subcontract for an amount over $25,000, the Construction Manager shall conduct a pre -award conference with the awarded bidder at the receipt of subcontractor bids. The Design Professional and the Owner's Representative shall be invited to all such meetings. At the pre -award meeting, the Construction Manager and prospective subcontractor shall review all aspects of the scope of the work to assess the capability of the subcontractor to fulfill the needs of the Project, including the subcontractor qualification information required pursuant to Article 5.3.2. Subjects covered may include schedule, manufacturers used in bidding the work, manpower, supervisory personnel, value engineering suggestions, etc. Within forty-eight (48) hours of the pre -award conference, the Construction Manager shall decide whether to accept or reject the lowest responsive bidder and to enter into the same process with the next lowest bidder. The Construction Manager shall make sure that the Design Professional and the Owner are in agreement with the Construction Manager when choosing not to accept the lowest bidder due to his professional opinion that the low bidder will not be able to meet the quality desired, schedule, or other factors identified by the Construction Manager, The GMP approved in this contract will reflect that the parties agree with the selection of subcontractors. 13jP ag. Q SECOND AMENDMENT To AGREEMENT # 17-7148 OAO Packet Pg. 249 11.C.d (5) Bonds — The Construction Manager shall provide to the Owner a Payment and Performance Bond in the form attached hereto as Exhibit F, and cost of such Bond shall be included as Cost of the Work in the GMP. (6) Qualily Control - The Construction Manager shall develop and maintain a program, acceptable to the Owner and Design Professional, to assure quality control of the construction. Construction Manager shall supervise the work of all subcontractors providing instructions to each when their work does not conform to the requirements of the plans and specifications and Construction Manager shall continue to exert its influence and control over each subcontractor to ensure that corrections are made in a timely manner so as to not affect the efficient progress of the work. Should disagreement occur between the Construction Manager and Design Professional over acceptability of work and conformance with the requirements of the specifications and plans, the Owner shall be the final judge of performance and acceptability. (7) Subcontractor Interfacing - Construction Manager shall be the single point of interface with all subcontractors for the Owner and all of its agents and representatives including the Design Professional. Construction Manager shall negotiate all change orders, field orders and request for proposals, with all affected subcontractors and shall review the costs of those proposals and advise the Owner and Design Professional of their validity and reasonableness, acting in the Owner's best interest prior to requesting approval of each change order from the Owner. Before any work is begun on any change order, a written authorization from the Owner must be issued. However, when health and safety are threatened, the Construction Manager shall act immediately to remove the threat to health and safety. Construction Manager shall also carefully review all shop drawings and then forward the same to the Design Professional for review and actions. The Design Professional will transmit them back to the Construction Manager who will then issue the shop drawings to the affected subcontractor for fabrication or revision. Construction Manager shall maintain a suspense control system to promote expeditious handling. Construction Manager shall request the Design Professional to make interpretations of the drawings or specifications requested of him by the subcontractors and shall maintain a suspense control system to promote timely response. Construction Manager shall advise Owner's Representative and Design Professional when timely response is not occurring on any of the above. (8) Permits - The Construction Manager with assistance of Design Professional shall secure all necessary building and site permits, required zoning changes, and all necessary utility connection permits (collectively, the "Permits"). Collier County charges and fees in connection with securing such permits, zoning changes and utility connections shall be paid directly by the Owner. If Construction Manager performs any work without first obtaining, or contrary to, such permits, Construction Manager shall bear all costs arising therefrom. (9) Job Site Requirements (a) The Construction Manager shall provide for each of the following activities as a part of the Construction Phase General Conditions costs: 1. Maintain a log of daily activities, including manpower records, weather, delays, major decisions, etc. 2. Maintain a roster of companies on the Project with names and telephone numbers of c m key personnel. E s 141r SECOND AMENDMENT TO AGREEMENT 9 17-7198 n0 Packet Pg. 250 11.C.d 3. Establish and enforce job rules governing parking, clean-up, use of facilities and worker discipline. 4. Provide labor relations management for a harmonious, productive project. 5. Provide a safety program for the Project to meet OSHA requirements. Monitor for subcontractor compliance without relieving them of responsibilities to perform work in accordance with the best acceptable practice. 6. Provide a quality control program as developed under Article 2.4(6) hereinabove. 7. Miscellaneous office supplies that support the construction efforts, which are consumed by its own forces, (b) The Construction Manager shall provide personnel and equipment or shall arrange for separate subcontracts to provide each of the following as a direct cost item: 1. Schedule the services of independent testing laboratories and provide the necessary testing of materials to ensure conformance to contract requirements. 2. The printing and distribution of all required bidding documents and shop drawings, including the sets required by any Permitting Authority. (10) Job Site Administration - The Construction Manager shall provide as a part of the General Conditions costs, job site administrative functions during construction to assure proper documentation, including but not limited to such things as the following: (a) Job Meetings - Hold weekly progress and coordination meetings to provide for an easy flowing project. Implement procedures and assure timely submittals, expedite processing approvals and return of shop drawings, samples, etc. Coordinate and expedite critical ordering including direct tax saving purchases and delivery of materials, work sequences, inspection and testing, labor allocation, etc. Review and coordinate each subcontractor's work. Review, and implement revisions to the Schedule. Monitor and promote safety requirements. In addition, regular Project status meetings will be held between the Design Professional, Owner and Construction Manager either biweekly or monthly, whichever is designated by the Owner's Representative. Use the job site meeting as a tool for preplanning of work and enforcing schedules and for establishing procedures, responsibilities, and identification of authority for all to clearly understand. Identify party or parties responsible for follow-up on any problems, delay items or questions and record course for solution. Revisit each pending item at each subsequent meeting until resolution is achieved. Require all present to make any problems or delaying event known to those present for appropriate attention and resolution. (b) Shop Drawing Submittals/Approvals - Provide staff to check shop drawings and c to implement procedures for submittal and transmittal to the Design Professional of such drawings for action, and closely monitor their submittal and approval process. m E s 1S1ragc Q SECOND AMENDMENT TO AGREEMENT 9 17-7198 Packet Pg. 251 11.C.d (c) Material and Equipment Expediting - Provide staff to closely monitor material and equipment deliveries, critically important checking and follow-up procedures on supplier commitments of all subcontractors. (d) Pa ments to subcontractors - Develop and implement a procedure for review, processing, and payment of applications by Subcontractors for progress and final payments. (e) Document Interpretation - Refer all questions for interpretation of the documents prepared by the Design Professional to the Design Professional. (f) Reports and Project Site Documents - Record the progress of the project. Submit written progress reports to the Owner and the Design Professional including information on the subcontractor's work, and the percentage of completion. Keep a daily log available to Owner's Representative and Design Professional. (g) Substantial Completion — Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. Within 10 calendar days after the Construction Manager declares the Project to have reached a stage of Substantial Completion, (A) the Design Professional shall inspect the work and if he concurs with the Construction Manager issue a Certificate of Substantial Completion attesting thereto (See Exhibit C); and (B) the Construction Manager, Design Professional, and the Owner's representative shall walk through the Project and prepare one (l) written list (hereinafter the "Punch List") identifying specifically and in detail any Work that Owner reasonably believes needs to be completed before Final Completion is achieved. Construction Manager shall promptly commence and complete all work on the Punch List with reasonable diligence. During this time, Owner may withhold for the benefit of the Construction Manager an amount reasonably equivalent to 200% of the cost to complete the Punch List (as determined by Construction Manager) (hereinafter the "Punch List Holdback"). Construction Manager shall be entitled to the balance of the retainage, less the Punch List Holdback, and may include the balance of retainage, less the Punch List Holdback, in its next Payment Application. Warranties required by the Contract Documents shall commence on the date the Construction Manger receives both the Design Professional Certificate of Substantial Completion and the Owner's representative Punch List, The Owner and Design Professional punchlist shall be provided in a timely manner so as not to delay the Construction Manager from achieving Substantial Completion. (h) Final Completion- Monitor the Subcontractor's performance on the completion of the Project and provide notice to the Owner and Design Professional that the work is ready for final inspection. Secure and transmit to the Owner, through the Design Professional, all required guarantees, affidavits, releases, bonds and waivers, manuals, record drawings, and maintenance books including the Final Completion forms shown in Exhibits D and L. (i) Start -Up - With the Owner's personnel, direct the checkout of utilities, operations, Y systems and equipment for readiness and assist in their initial start-up and testing by the = trade Construction Manager. m E s 16111; ., Q SECOND AMENDMENT TO AGREEMENT 9 17-7198 CAO Packet Pg. 252 11.C.d 0) Record Drawings - During the progress of the work, the Construction Manager shall require the plumbing, air conditioning, heating, ventilating, elevator, and electrical subcontractors to record on their field sets of drawings the exact locations, as installed, of all conduit, pipe and duct lines whether concealed or exposed which were not installed exactly as shown on the contract drawings. The Construction Manager shall also record all drawing revisions that have been authorized by change order that effect wall or partition locations, door and window locations and other template changes, Within a reasonable degree of certainty, the routing of conduit runs shall be shown on these drawings. Each drawing shall be noted "Record Drawings" and shall bear the date and name of the subcontractors that performed the work. Where the work was installed exactly as shown on the contract drawings the sheets shall not be disturbed except as noted above. The Construction Manager shall review the completed Record Drawings and ascertain that all data furnished on the drawings are accurate and reasonably reflect the work as actually installed. When manholes, boxes, underground conduits, plumbing, hot or chilled water lines, inverts, etc. are involved as part of the work, the Construction Manager shall furnish true elevations and locations, all properly referenced by using the original bench mark used for the institution or for this project. (11) Administrative Records - The Construction Manager will maintain, unless agreed to otherwise by Owner's Representative, on a current basis, files and records such as, but not limited to the following: - Contracts or Purchase Orders - Shop Drawing Submittal/Approval Logs - Contract Drawings and Specifications with Addenda - Warranties and Guarantees - Cost Proposal Requests - Payment Request Records - Meeting Minutes - Bulletin Quotations - Lab Test Reports - Insurance Certificates and Bonds - Contract Changes - Purchase Orders - "As -Built" Marked Prints - Operating & Maintenance Instruction - Daily Progress Reports - Monthly Progress Reports - Correspondence Files - Transmittal Records Inspection Reports - Bid/Award Information The Project records shall be available at all times upon reasonable request to the Owner Y and Design Professional for reference or review and is otherwise subject to the Florida = Public Records Act as previously provided in the Agreement. m E s 17111 a z c Q SECOND AMENDMENT TO AGREEMENT 9 17-7198 Packet Pg. 253 (12) Owner Occupancy- The Construction Manager shall provide services during the design and construction phases, which will provide a smooth and successful Owner occupancy of the Project. Construction Manager shall provide consultation and project management to facilitate Owner occupancy and provide transitional services to get the work, as completed by the Construction Manager, "online" in such conditions as will satisfy Owner operational requirements. Construction Manager shall catalog operational and maintenance requirements of equipment to be operated by maintenance personnel and convey these to the Owner in such a manner as to promote their usability. Construction Manager shall provide operational training, in equipment use, for building operators. Construction Manager shall secure required guarantees and warranties, assemble and deliver same to the Owner in a manner that will facilitate their maximum enforcement and assure their meaningful implementation. Construction Manager shall continuously review "As -Built" Drawings and mark up progress prints to provide as much accuracy as possible. The Owner will not occupy or take control of the Project until the above items discussed in this paragraph have been completed and the "Substantial Completion," "Start -Up," "Record Drawing," and "Warranty" requirements specified in paragraphs 2.4(10)g, 2.4(10)h, 2.4(10)i, 2.4 (10)j and 2.4(13) have been completed to the Owner's satisfaction excluding the requirements for a warranty inspection nine months after Owner Occupancy. All documents referenced and needed for successful operation, extended warranties, and future maintenance will be submitted by the Construction Manager in both electronic and paper format prior to Owner Occupancy in each phase completed. (13) Warranty - Construction Manager warrants, for a period of one (1) year from the issuance of the Certificate of Substantial Completion, that the Work will be of good quality and new unless otherwise required or permitted by the Contract Documents, free from defective workmanship and materials, considering the construction standards for similar property in the County and State where the Work is performed, and that Construction Manager shall repair or replace, at its sole discretion, any defect. Design issues and aesthetic imperfections and conditions shall not be considered defects which Construction Manager is responsible. Manufacturers' warranties apply to the mechanical items and appliances and no other warranties are expressed, implied or provided. Subcontractor's warranties shall apply to all subcontractor work, and no other warranties are expressed, implied or provided. Requests for warranty work shall be in writing and sent to the Construction Manager (at its address listed herein), to the attention of its "Warranty Department." All warranty work will be performed during normal business hours and only by persons and/or entities and at times selected by Construction Manager. Owner shall permit Construction Manager within a reasonable time to inspect and repair or replace any such defect. Construction Manager's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Construction Manager, improper maintenance, improper operation, normal wear and tear and normal usage, and damage from others and weather. Owner agrees that no warranty is provided for settlement or separation of any ground floor slabs, sidewalks, paving, and other structures where (1) any building is located within one mile of the mean high water line of Gulf waters, bays, inlets, estuaries, and rivers; and (2) the settlement or 18�P a SECOND AMENDMENT TO AGREEMENT 9 17-7196 11.C.d Packet Pg. 254 separation is caused by the movement or subsidence of soils which were neither excavated, replaced, or otherwise prepared, to receive added loads by Construction Manager nor specified to be excavated, replaced, or otherwise prepared to receive added loads. This clause is not intended to relieve the Construction Manager of liability for any negligence in placing or compacting soils in accordance with the Contract Documents. The terms and provisions of this Agreement shall expressly survive Final Completion. This Warranty shall be Owner's sole remedy regarding any such defect(s). THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED. Except as set forth herein, no other warranties are expressed or implied by Construction Manager, This Warranty is conditioned upon Final Payment to Construction Manager. Construction Manager assigns to Owner all manufacturers' warranties, if any, for appliances and equipment. All Subcontractors' warranties for all work performed by Subcontractors will name the Owner or, upon written request of the Owner, shall be assigned by Construction Manager to the Owner (reserving all rights of recovery by Construction Manager against Subcontractors for any amounts incurred or damages suffered by Construction Manager as a result of Subcontractors' warranty (ics) obligations and/or breach of warranty(ies)). The Construction Manager shall provide a detailed itemization of all manufacturer warranty items requiring registration. Owner acknowledges responsibility to register for any and all manufacturer warranties. Construction Manager expressly disclaims any liability for mold or mold related problems, not arising from negligent construction or the incorporation of defective materials into the project, and Owner assumes all risk arising out of or related to mold. The Construction Manager shall collect and deliver to the Owner any specific written warranties given by others as required by the Contract Documents. Also, the Construction Manager shall conduct, jointly with the Owner and the Design Professional, a warranty inspection nine (4) months after the date of Owner Occupancy for each phase accepted by the Owner. The warranty inspection shall be scheduled by the Construction Manager at the time of Owner Occupancy. (14) The Property - Except as expressly provided within the scope of this Agreement, Owner acknowledges that Construction Manager has made no geological or environmental tests of the Property or the improvements currently located thereon. Owner warrants to Construction Manager that the Property is suitable for the construction called for under this Agreement and further warrants that no adverse subsurface conditions are known to Owner that will materially impede Construction Manager's performance under this Agreement. Owner agrees that Construction Manager shall not be liable or responsible for any losses, claims, damages, and/or costs, in whole or in part, due to, because of, caused by, arising out of, and/or related to any soil, subsurface and/or unusual sub -soil conditions including, but not limited to, water flows, buried fill/materials, foreign materials, and/or flood zones or wetland determinations by the Department of Environmental Protection. CONSTRUCTION MANAGER EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OR GUARANTIES CONCERNING SOIL, SUB -SOIL AND/OR SUBSURFACE CONDITIONS ON THE PROPERTY AND EXISTING IMPROVEMENTS THEREON, INCLUDING ANY AND ALL WARRANTIES OF HABITABILITY OR MERCHANTABILITY. Owner expressly assumes all risk of any and all losses, delays, clairns, and/or damages, in whole or in part, to the land and projects due to, because of, caused by, arising out of, and/or related to soil, sub -soil, or subsurface conditions, whether or not any such adverse conditions could have been discovered prior to any type of settlement or subsidence, in whole or in part, by appropriate testing with the exception of playing fields. If any adverse condition exists, are discovered, and/or become known to 19111 SECOND AMENDMENT TO AGREEMENT # 17-7196 11.C.d Packet Pg. 255 11.C.d the Construction Manager, the Construction Manager shall promptly notify Owner, who shall assume all costs thereof. Owner may, at Owner's sole cost and expense, have performed on Owner's behalf, any geological or environmental tests that Owner deems prudent, prior to the Commencement Date. The Construction Manager shall warranty the soil conditions and materials from the elevation of excavated and cleared grade to the finish grade for all playing surfaces and final construction materials. (1 S) Sales Tax Savings and Direct Purchase Pro ram- Construction Manager shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. No markup shall be applied to sales tax. Additionally, as directed by Owner and at no additional cost to Owner, Construction Manager shall comply with and fully implement the sales tax savings program with respect to the Work, as set forth in section (a) below. (a) Notwithstanding anything herein to the contrary, because Owner is exempt from sales tax and may wish to generate sales tax savings for the Project, Owner reserves the right to make direct purchases of various construction materials and equipment included in the Work ("Direct Purchase"), Construction Manager shall prepare purchase orders to vendors selected by Construction Manager, for execution by Owner, on forms provided by Owner. Construction Manager shall allow two weeks for execution of all such purchase orders by Owner. Construction Manager represents and warrants that it will use its best efforts to cooperate with Owner in implementing this sales tax savings program in order to maximize cost savings for the Project. Adjustments to the Contract Amount will be made by appropriate Change Orders for the amounts of each Owner Direct Purchase, plus the saved sales taxes. A Change Order shall be processed promptly after each Direct Purchase, or group of similar or related Direct Purchases, unless otherwise mutually agreed upon between Owner and Construction Manager. With respect to all Direct Purchases by Owner, Construction Manager shall remain responsible for coordinating, ordering, inspecting, accepting delivery, storing, handling, installing, warranting and quality control for all Direct Purchases. Notwithstanding anything herein to the contrary, Construction Manager expressly acknowledges and agrees that all Direct Purchases shall be included within and covered by Construction Manager's warranty to Owner to the same extent as all other warranties provided by Construction Manager- pursuant to the terms of the Contract Documents. In the event Owner makes a demand against Construction Manager with respect to any Direct Purchase and Construction Manager wishes to make claim against the manufacturer or supplier of such Direct Purchase, upon request from Construction Manager Owner shall assign to Construction Manager any and all warranties and Contract rights Owner may have from any manufacturer or supplier of any such Direct Purchase by Owner. (b) Construction Manager represents and warrants that it is aware of its statutory responsibilities for sales tax under Chapter 212, Florida Statutes, and for its responsibilities for Federal excise taxes. (c) The GMP shall only include those taxes that are legally enacted at the time the GMP is established and are the lawful responsibility of the Owner. (d) Any and all administrative costs incurred by the Construction Manager to administer the purchase in the name of the Owner shall be considered to be included in the c GMP. No addition shall be added to the contract amount because of the service provided E U 2011' SECOND AMENDMENT TO AGREEMENT k 17-7198 Packet Pg. 256 11.C.d by Construction Manager in the purchase of property, materials, etc., in the name of the Owner. (e) The Owner's Sales Tax Savings Program shall be administered in accordance with the following terms and conditions. Construction Manager's contracts with trade subcontractors shall include the provisions for the Owner's Sales Tax Savings Program. (f) Construction Manager shall be responsible for negotiating, ordering, coordinating production schedules with vendor(s), inspecting, accepting delivery, storing, handling, installing, and quality control for the materials/equipment purchased hereunder. Without limiting the generality of the foregoing, the purchase of material/equipment by Owner shall not amend, alter or modify the obligations of Construction Manager under this Agreement with respect to ordering, scheduling, inspecting, accepting deliveries, storing, handling, installing and quality control of the direct purchase materials/equipment. (g) Within sixty (60) days of Construction Manager and Owner agreeing on the GMP, Construction Manager shall provide Owner's Representative with a written list of vendors, materials/equipment, quantities and costs for items which Construction Manager proposes Owner purchase directly pursuant to the terms hereof. Construction Manager shall select qualified vendors and obtain competitive prices for all such direct purchase materials/equipment. (h) Owner's Representative will review the list provided by Construction Manager and inform Construction Manager of the acceptability of individual items and of Owner's intention to proceed or not proceed with direct purchases. if Owner intends to proceed with direct purchases, Construction Manager will provide a revised list (if necessary) to the Owner's Representative's satisfaction and shall assist Owner's Representative's Representative in preparing and issuing purchase orders for the direct purchase items. (i) Purchase orders for direct purchase items shall be prepared by Owner and issued directly to the vendor(s). 0) Concurrently with issuance of each purchase order for material/equipment, the Construction Manager shall issue a corresponding deductive Change Order(s) reducing the GMP by an amount equal to the cost of the material/equipment, including sales tax, included in the original GMP. (k) Construction Manager will coordinate submittals, fabrication and delivery of all direct purchase items. Construction Manager will inspect, receive and store all direct purchase items at the Project site. Upon inspection and possession by the Construction Manager, the direct purchase items shall be deemed incorporated into the Project and become the full responsibility of the Construction Manager. (1) Owner's Representative will have each vendor forward to Construction Manager a duplicate invoice for direct purchases. Upon receipt of such invoice, Construction Manager shall promptly review and approve or reject (with reason in writing for such rejection) each invoice and incorporate the invoices into the next payment request to Owner's Representative for payment processing. (m) Title to any materials/equipment purchased pursuant to the terns hereof shall vest E in the Owner upon receipt from a vendor. Owner shall bear risk of loss for any materials 211 P ; Q SECOND AMENDMENT TO AGREEMENT # 17-7148 Packet Pg. 257 11.C.d purchased pursuant to the terms hereof commencing upon delivery of the materials to the Owner by the vendor and terminating when the materials/equipment are incorporated into the Project. Upon incorporation into the Project of such materials, Construction Manager shall bear sole cost and responsibility for remedy of defective materials or damage during the course of construction. (n) The Owner shall obtain such insurance as the Owner deems necessary, at the Owner's sole cost and expense, to insure the Owner for the full replacement cost of any materials purchased by the Owner pursuant to the terms hereof until such materials are incorporated in the Project. (o) Construction Manager shall be entitled to a Construction Manager's Fee for the value of all direct purchase materials and equipment purchased by Owner under this Article, plus any General Conditions costs and insurance premiums associated therewith. (q) Upon incorporation into the Project by Construction Manager, all direct purchase materials equipment purchased by Owner pursuant to this Article shall be subject to and covered by the insurance, bonds and warranties provided by Construction Manager to Owner under this Agreement and all warranties provided under purchase orders. (r) Nothing contained within this Article shall create or be construed as creating a partnership between the Owner and Construction Manager or to constitute the Construction Manager as an agent of the Owner. ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 Owner's Information - The Owner shall provide full, accurate and complete information regarding its requirements for the Project. THE OWNER EXPRESSLY WARRANTS THAT THE PLANS AND SPECIFICATIONS FOR THE PROJECT ARE ACCURATE, PRACTICAL, CONSISTENT OR CONSTRUCTIBLE. OWNER ACKNOWLEDGES THAT THE CONTRACTOR IS RELYING ON AND CAN REASONABLY RELY UPON THE OWNER'S REPRESENTATIONS AS PROVIDED HEREIN, 3.2 Owner's Representative - The Owner shall designate a representative who shall be fully acquainted with the Project and shall define the lines of Owner authority to approve Project Construction Budgets, and changes in Project. The Owner's designated representative, the "County's Administrative Agent," was previously identified on page 18 of Construction Manager At Risk Agreement No. 17-7198 executed by the Parties. Owner shall render decisions promptly and furnish information expeditiously. 3.3 Design Professional's Agreement - The Owner shall retain a Design Professional for design and construction document preparation for the Project. The Design Professional's services, duties and responsibilities are described in the Agreement between the Owner and the Design Professional, a copy of which will be furnished to the Construction Manager, The Agreement between the Owner and the Design Professional shall not be modified without written notification to the Construction Manager. 3.4 Site Survey and Reports - The Owner shall furnish for the site of the Project all surveys describing E the physical characteristics, soil reports, and subsurface investigations, legal limitations, utility E locations, and a legal description. 221V Q SECOND AMENDMENT TO AGREEMENT 4 17.7198 Packet Pg. 258 11.C.d 3.5 Approvals and Easements - The Owner shall pay for necessary approvals, easements, assessments and charges required for the construction, use or occupancy of permanent structures or for permanent changes in existing facilities 3.6 Legal Services - The Owner shall furnish such legal services as may be necessary for providing the items set forth in Article 3.5 and such auditing services as Owner may require. 3.7 Drawings and Specifications - The Construction Manager will be furnished a reproducible set of all copies of Drawings and Specifications reasonably necessary and ready for printing. The following documents were provided to the Construction Manager and are the basis for the GMP: 1. Approved Plan Set for the Extension of City Gate Boulevard South 2. Specifications for the City Gate Boulevard North Lift Station Improvements 3. Specifications and Exhibits - City Gate Boulevard North Improvements from STA 3+80 to the Eastern Terminus Point of ROW 4. Approved Right -of -Way Permit Set for City Gate Boulevard North Right -of -Way Improvements 5. Approved SDP for Collier County Sports Complex and Events Center -- Horizontal Construction 6. Site Civil, Playing Fields; and Landscaping Bid Memo and Specifications 3.8 Cost of Surveys & Reports - The services, information, surveys and reports required by the above paragraphs shall be furnished with reasonable promptness in accordance with the approved schedule at the Owner's expense, and the Construction Manager shall be entitled to rely upon the accuracy and completeness thereof. 3.9 Proiect Fault Defects - If the Owner becomes aware of any fault or defect in the Project or non- conformance with the drawings and specifications, Owner shall give prompt written notice thereof to the Construction Manager and Design Professional. 3.10 Funding — The Owner shall furnish in accordance with the established schedule, reasonable evidence satisfactory to the Construction Manager that sufficient funds will be available and committed for the cost of each part of the Project. The Owner's performance and obligation to pay under this agreement is contingent upon an appropriation of funds by the Collier County Board of County Commissioners. This is not a commitment of future budgetary funding. Authorization for continuation and completion of work and any associated payments for continuation or completion may be rescinded, with proper notice, at the discretion of the Owner if there is a reduction or elimination of future funding for this project. In this event, a § 14.3 "Termination by Owner Without Cause" shall be deemed to have occurred. The Construction Manager shall not commence any work, unless authorized in writing by the Owner. 3.11 Lines of Communication - The Owner and Design Professional shall communicate with the subcontractors or suppliers only through the Construction Manager while such method of communication is effective in maintaining project schedules and quality. 3.12 Lines_ of Authority_ - The Owner shall establish and maintain lines of authority for its personnel and shall provide this definition to the Construction Manager and all other affected parties. E U 231I'a_, Q SECOND AMENDMENT TO AGREEMENT 8 17-7198 Packet Pg. 259 11.C.d 3.13 Permitting & Code Inspections - The Owner will cooperate fully with Construction Manager in securing all necessary permits and zoning changes described in Article 2.4(8). ARTICLE 4 PERMITTING AND INSPECTION Before Construction can begin, it is necessary by statute for the Construction Manager to obtain a Building Permit. In addition, construction will be inspected for code compliance, compliance with drawings and specifications, and quality by inspectors working for the Permitting Authority. 4.1 Building Permits - The Construction Manager or duly authorized subcontractor, shall provide the required number of sets of documents, signed, sealed and dated by the Design Professional, with all addenda enclosed with each set to the Permitting Authority and obtain approval from the Permitting Authority prior to beginning construction. 4.2 Code Inspections - All projects require detailed code compliance inspections during construction in disciplines determined by the Permitting Authority. These disciplines normally include, but are not necessarily limited to, structural, mechanical, electrical, plumbing and general building. The Construction Manager shall notify the appropriate inspector(s), as required by the Permitting Authority, that the work is ready for inspection and before the work is covered up. Work not inspected and approved prior to cover-up shall be uncovered for inspection when directed by the Permitting Authority. All costs for uncovering and reconstruction shall be borne by the Construction Manager. All inspections shall be made for conformance with the applicable building codes, compliance with drawings and specifications, and quality. Cost for all re -inspections of the Work found defective and subsequently repaired shall be borne by the Construction Manager. ARTICLE 5 SUBCONTRACTS 5.1 Definition - A Subcontractor is a person or organization who has a direct contract with the Construction Manager to perform any of the work at the site. Nothing contained in the Contract Documents shall create any contractual relationship between the Owner or Design Professional and any subcontractor. 5.2 Proposals - Subject to Article 9 and, in accordance with Article 2.4(4), the Construction Manager shall request and receive proposals from Subcontractors and suppliers and will award those contracts to the qualified low bidder after Construction Manager has reviewed each proposal and is satisfied that the Subcontractor is qualified to perform the work. 5.3 Required Subcontractors' Qualifications and Subcontract Conditions 5.3.1 Owner's Approval of Subcontractors - Unless otherwise stated in the Contract Documents, _ the Construction Manager, as soon as practical after the Notice to Proceed is issued for Construction Phase services, shall furnish in writing to Owner's Representative for approval the names of the c Subcontractors for each phase of the Work. Owner's Representative shall have 15 days from receipt E of such Subcontractors' names to disapprove a Subcontractor. Construction Manager shall not 24 111 SECOND AMENDMENT TO AGREEMENT # 17-7196 Packet Pg. 260 11.C.d contract with any Subcontractor to whom Owner has disapproved. If Owner fails to disapprove within the time period stated herein, the Subcontractor shall be deemed approved by the Owner. 5.3.2 Sub -contractual Relations - By an appropriate written agreement, the Construction Manager shall require each Subcontractor to the extent of the work to be performed by the subcontractor, to be bound to the Construction Manager by the terms of the Contract Documents, and to assume toward the Construction Manager all the obligations and responsibilities which the Construction Manager by these Documents, assumes toward the Owner and the Design Professional. Said agreements shall preserve and protect the rights of the Owner and Design Professional under the Contract Documents with respect to the Work to be performed by the Subcontractor so that the subcontracting thereof will not prejudice such rights. Where appropriate, the Construction Manager shall require each Subcontractor to enter into similar agreements with its sub -Subcontractor. The Construction Manager shall make available to each proposed Subcontractor, prior to the execution of the subcontract, copies of the Contract Documents to which the Subcontractor will be bound by this Article 5.3 and identify to the Subcontractor any terms and conditions of the proposed subcontract which may be at variance with the Contract Documents. Each Subcontractor shall similarly make copies of such Documents available to its sub -Subcontractors. 5.3.3 Subcontract Requirements (1) On all subcontracts where the bid exceeds $100,000, the Construction Manager shall require Subcontractors to provide a 100% performance bond and a 100% labor and material payment bond from a surety company authorized to do business in the State of Florida by the Department of Insurance. If the Construction Manager wishes to award subcontracts to Subcontractors unable to supply this bonding, Construction Manager may request special authorization from Owner to do so. Upon providing justifiable background information, such authorization shall not be withheld unreasonably. Construction Manager has included in the GMP the value of 1.5% applied to all Subcontract values to cover the cost of Subcontractor Bonds, or at the option of the Construction Manager, the use of Subcontractor Default Insurance (SDI). If a Subcontractor is used that cannot qualify for Construction Manager's SDI Program, that Subcontractor will be required to provide bonds as stipulated above. For those Subcontractors not enrolled in SDI, the actual cost of the Subcontractor bonds shall be charged to the project and the SDI cost will not apply. (2) On all subcontracts where the bid exceeds $200,000.00, each Subcontractor must submit a completed experience questionnaire and financial statement on the form entitled "Experience Questionnaire and Construction Manager's Financial Statement", incorporated herein by reference or equivalent form supplied by Construction Manager. The Subcontractor's financial condition must demonstrate that adequate fixed and liquid assets and equipment are available to properly perform the subcontract. (3) Subcontractor experience - The Subcontractor must have successfully completed no less than two projects of similar size and complexity within the last five years. (4) Supervision - The Subcontractor must agree to provide field (on-site) supervision through = a named superintendent for each trade (general concrete forming and placement, masonry, mechanical, plumbing, electrical and roofing) included in the subcontract. In addition, the c Subcontractor shall assign and name a qualified employee for scheduling direction for its work. E The supervisory employees of the Subcontractor (including field superintendent, foreman and 25111 a SECOND AMENDMENT TO AGREEMENT # 17-7196 O Packet Pg. 261 11.C.d schedulers at all levels) must have been employed in a supervisory (leadership) capacity of substantially equivalent level on a similar project for at least two years within the last five years. The Subcontractor shall include a resume of experience for each employee identified by him to supervise and schedule its work. (5) All subcontracts shall provide; a. LIMITATION OF REMEDY - NO DAMAGES FOR DELAY That the Subcontractor's exclusive remedy for delays in the performance of the contract caused by events beyond its control, including delays claimed to be caused by the Owner or Design Professional or attributable to the Owner or Design Professional and including claims based on breach of contract or negligence, shall be an extension of its contract time. In the event of a change in the work the Subcontractor's claim for adjustments in the contract sum are limited exclusively to its actual costs for such changes plus no more than 10% for overhead and profit. Each subcontract shall require the Subcontractor to expressly agree that the foregoing constitute the sole and exclusive remedies for delays and changes in the work and thus eliminate any other remedies for claim for increase in the contract price, damages, losses or additional compensation. b. Each subcontract shall require that any claims by Subcontractor for delay or additional cost must be submitted to Construction Manager within the time and in the manner in which the Construction Manager must submit such claims to the Owner, and that failure to comply with the conditions for giving notice and submitting claims shall result in the waiver of such claims. c. This subsection applies to Subcontractors only. Pursuant to Article 16.4, for delays, Construction Manager shall be entitled to an extension of the scheduled construction time (based upon the actual time impact to the Project because of the delay. 5.4 Responsibilities for Acts and Omissions - The Construction Manager shall be responsible to the Owner for the acts and omissions of its employees and agents and its subcontractors, their agents and employees, and all other persons performing any of the Work or supplying materials under a contract to the Construction Manager, 5.5 Subcontracts to be provided - The Construction Manager shall include a copy of each subcontract, including the general supplementary conditions. 5.6 Payment to Subcontractors - Construction Manager shall not be required to pay Subcontractors or suppliers until after it has received payment for said services by the Owner. After receiving payment, Construction Manager shall make payment to Subcontractors and suppliers in accordance with §218.735 ("Florida Local Government Prompt Payment Act. 2611 e SECOND AMENDMENT TO AGREEMENT # 17-7198 Packet Pg. 262 ARTICLE.6 SCHEDULE, TIME OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 6.1 At the time a Guaranteed Maximum Price (GMP) is established, as provided for in Article 7, a Project substantial completion date, a Project final completion date and an Owner Occupancy date for completion of the Project phase in accordance with the master Project schedule, shall also be established by the Construction Team. The Construction Manager agrees to complete the construction in accordance with the agreed upon substantial completion date, final completion date and Owner Occupancy date. The Construction Manager acknowledges that failure to complete the Project phase within the construction time set forth in the approved schedule due to its own fault may result in substantial damages to the Owner, for all of which damages the Construction Manager shall be liable. 6.2 Liquidated Damages - The Construction Manager acknowledges and agrees that time is of the essence to this Agreement and that if completion and delivery of the Project to Owner is delayed, Owner will suffer damages which are difficult, if not impossible, to accurately quantify. Accordingly, if solely due to its own fault, Construction Manager fails to achieve Substantial Completion or Final Completion, or both, required by this Agreement, Construction Manager shall be liable to Owner for liquidated damages for unexcused delay as provided herein. Work completion delays, as identified in Sections 6.3 and 6.4, will be addressed as separate delays, and liquidated damages (hereinafter "Liquidated Damages"), which shall not run concurrently. The Construction Manager shall have no liability for Liquidated Damages or delay damages of any type or character if the Construction Manager and Owner are unable to agree upon a Guaranteed Maximum Price Amendment. 6.3 For Delay In Substantial Completion - Construction Manager shall pay Owner the sum of Two Thousand Dollars ($2,000.00) per day for every calendar day of unexcused delay in achieving Substantial Completion beyond the Substantial Completion Date, as said date may be extended as provided herein, Any sums due and payable hereunder by Construction Manager shall be payable, not as a penalty, but as Liquidated Damages representing an estimate of delay damages likely to be sustained by Owner, estimated at the time of executing this Agreement. When Owner reasonably believes that Substantial Completion will be inexcusably delayed, Owner shall be entitled but not required to withhold from any amounts otherwise due Construction Manager an amount then believed by Owner to be adequate to recover Liquidated Damages applicable to such delays. If and when Construction Manager overcomes the delay in achieving Substantial Completion, or any part thereof, for which Owner has withheld payment, Owner shall promptly release to Construction Manager those funds withheld, but no longer applicable, as Liquidated Damages. Liquidated Damages can be assessed by the Owner at Final Payment, subject to Construction Manager's right to reject Owner's assessment. 6.4 For Delqy In Final Completion - If Construction Manager fails to achieve Final Completion within thirty (30) days after Substantial Completion, as said date may be extended as provided herein, Construction Manager shall pay Owner the sum of Three Hundred Dollars ($300.00) per day for each and every calendar day of unexcused delay in achieving Final Completion. Any sums due and payable hereunder by Construction Manager shall be payable, not as a penalty, but as Liquidated damages representing an estimate of delay damages likely to be sustained by Owner, estimated at the time of executing this Agreement. When Owner reasonably believes that Final Completion will be inexcusably delayed, Owner shall be entitled but not required to withhold from any amounts otherwise due Construction Manager an amount then believed by Owner to be adequate to recover Liquidated Damages applicable to such delays. If and when Construction Manager overcomes the delay in achieving Final Completion, or any part thereof, for which Owner has withheld payment, 27 1 P a SECOND AMENDMENT TO AGREEMENT H 17.719a 11.C.d Packet Pg. 263 Owner shall promptly release to Construction Manager those funds withheld, but no longer applicable, as Liquidated Damages. Liquidated Damages can be assessed by the Owner at Final Payment, subject to Construction Manager's right to reject Owner's assessment. 6.5 If the Construction Manager is delayed at any time in the commencement or progress of the Work by (1) an act or neglect of the Owner or Architect, of an employee of either, or of a Separate Contractor; (2) by changes ordered in the Work; (3) by labor disputes, labor shortages, market wide commodity shortages (including, but not limited to, fuel, steel and cement), fire, unusual delay in deliveries, unavoidable casualties, domestic or foreign terrorism, out -of -sequence or late delivery of design packages, abnormal weather or other causes beyond the Construction Manager's control; (4) by delay authorized by the Owner pending mediation, litigation, or binding dispute resolution; or (5) by other causes that may justify delay, then the Contract Time shall be extended by Change Order and the Construction Manager shall also be entitled to an increase in the Contract Sum by Change Order or equitable adjustment covering all costs incurred by Construction Manager, including additional General Conditions costs, insurance premiums, and bond costs. 6.6 Date of Owner Occupancy - The date of Owner Occupancy shall occur as described in Article 2.4(12) herein above. Warranties called for by this Agreement or by the Drawings and Specifications shall commence on the date of Substantial Completion being the same date the Owner's representative issues the Punch List for Substantial Completion not withstanding that items identified on the Punch List pending completion shall begin warranty period upon Final Completion, ARTICLE 7 GUARANTEED MAXIMUM PRICE FOR CONSTRUCTION 7.1 When the Design Development Documents are sufficiently complete to establish the scope of work for the Project or any portion thereof, as generally defined by a design document listing to be provided by the Design Professional and Construction Manager upon execution of this Agreement, which is to be used only as a guide in developing the specifications and plan data necessary to establish the Guaranteed Maximum Price, or at such time thereafter designated by the Owner, the Construction Manager will establish and submit in writing to the Owner for its approval a Guaranteed Maximum Price Proposal, guaranteeing the maximum price to the Owner, for the construction cost of the Work or designated part thereof. Such Guaranteed Maximum Price will be subject to modification for changes in the Project as provided in Article 10. However, the actual price paid for the work by the Owner shall be the actual cost of all work subcontracts, supply contracts, labor costs, supervision costs, and job costs as defined under Article 9, plus the Construction Manager's fees or the GMP, whichever is less when the work is complete. The GMP will only include those taxes in the cost of the Work, which are legally enacted at the time the GMP is established and is the lawful responsibility of the Owner. The GMP Proposal for Construction Phase IA — GMP#02 —Horizontal and Vertical Work Package, as well as the Construction Phase Fee referenced in Subparagraph 8.1.2 below, is a part of this Amendment and is attached hereto as Exhibit E. 7.2 At the time of submission of a Guaranteed Maximum Price, the Construction Manager will verify the time schedule for activities and work which were adopted by the Construction Team and used to determine the Construction Manager's Cost of Work. The Construction Manager acknowledges that the GMP includes an amount designated as the Owner's Contingency. The Owner's Contingency shall be available to the Construction Manager only if the Owner issues a Change Order or Amendment to the Agreement. In such event, the Change Order or Amendment shall specify the portion of the Owner's Contingency being made available and the purpose. This Owner 2a1ra,(. SECOND AME•NDMENT'rO AGREEMENT 9 17-7198 11.C.d Packet Pg. 264 Contingency will be identified as a line item in the GMP and transfers from this contingency into the Cost of the Work items will require instruction and approval from the Owner. Any unused portion of this contingency shall be returned to the Owner upon Final Completion of the project. GMP Proposals covering subsequent construction phases of the project shall be submitted as set forth herein and included in separate amendments to the Agreement, 7.3 The GMP will include allowances for certain scope which is required to complete the work but is not fully designed or a material or vendor selection has not been made by the Owner and final pricing has not been determined, Allowances shall cover the cost to the Construction Manager for materials and equipment delivered at the site and all required taxes, less applicable trade discounts; Contractor's costs for unloading and handling at the site, labor, installation costs, and other expenses contemplated for stated allowance amounts shall be included in the allowances; and whenever costs are more than or less than allowances, the GMP shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect the difference between actual costs and the allowances. The GMP shall include a Fee for the base allowance amount and the Fee on allowance items shall be adjusted up or down when the final cost of an allowance item is determined. Allowance line items above $50,000 in value will be approved for construction by Change Order so long as the construction value is below the Allowance amount identified in the schedule of values. Change Orders will be processed on the Board approved administrative report. Should the construction value exceed the Allowance, the Change Order will be processed as a stand-alone executive summary to the Board. Notwithstanding the above, the Construction Manager is still required to comply with section 2.4(4) "Solicitation of Bids" to bring an Allowance item into construction. 7.4 The Guaranteed Maximum Price as reflected in the GMP Proposal (Exhibit E) is a Guaranteed Maximum Price for this total Phase of the Project and is not a line item GMP for any specific line item in the GMP Proposal. The GMP for construction is the sole basis for the Construction Manager's Fee, The final Construction Manager's Fee will be reconciled at Final Completion based on the actual price paid for construction including approved Change Orders. 7,5 The General Conditions and General Requirements values included in the GMP Proposal are not line item guaranteed maximums by Month but a total guaranteed maximum for General Conditions and General Requirements for this total Phase of the Project. The schedule submitted to establish the guaranteed maximum total staffing allocation is not intended to limit the Construction Managers flexibility in assigning staff in each monthly pay period. The Construction Manager may vary the allocation of hours in each billing cycle so long as the total is not exceeded. Only the costs spent each month for staff at the approved rates identified in Exhibit G will be charged to the Project which also applies for the other miscellaneous administrative costs included in the GMP Proposal. The Construction Manager will submit a monthly detailed invoice report documenting the daily log of staff hours multiplied by the approved rate. The report will identify the percentage used compared to the percentage of time to Final Completion, Unused hours will be reconciled at Final Completion and the value will be returned to the Owner. 29111;X• SECOND AMENDMENT TO AGREEMENT 4 17-7196 11.C.d Packet Pg. 265 11.C.d ARTICLE 8 CONSTRUCTION MANAGER'S FEE 8.1 In consideration of the performance of the contract, the Owner agrees to pay the Construction Manager as compensation for its services, fees as set forth in Subparagraphs 8.1.1 and 8.1.2. 8,1.1 Pre -construction Phase Fee — The Pre -construction Phase Services are separately covered in the Agreement for Construction Manager at Risk Preconstruction Phase Services Collier County Sports Complex (Solicitation No.: 17-7198), dated February 13, 2018. 8.1.2 Construction Phase Fee - Prior to commencement of the Construction Phase, the Owner will direct the Construction Manager in writing to proceed into the Construction Phase. The Owner agrees to pay Construction Manager a Fee of THREE AND ONE-HALF PERCENT (3.5%) of the Cost of the work and services for the Construction Phase 1A — GMP##02 — Horizontal and Vertical Work Package included in this Amendment to the Agreement. If construction is authorized only for a part of the Project, the Fee paid shall be proportionate to the amount of work authorized by the Owner. The Construction Phase Fee for future construction phases of the project will be reevaluated and must be approved by Owner and Construction Manager before either party is obligated to proceed with future construction phases. The Construction Phase Fee is limited to the total construction value identified in the Guaranteed Maximum Price referenced in 7.4 above and not calculated using values identified in the General Conditions and the General Requirements. ARTICLE 9 COST OF THE WORK 9.1 Definition - The term "Cost of the Work" shall mean costs necessarily incurred in the Project during the Construction Phase for Construction services and paid by the Construction Manager which are not included in Article 8, but are part of the GMP Proposal submitted by the Construction Manager and agreed upon by the Owner. These costs include the items set forth below in this Article including materials and services of every kind and type necessary to diligently, timely and fully perform and complete the Project in a good and workmanlike manner in accordance with all of the terms and conditions of the Contract Documents. The Owner agrees to pay the Construction Manager for the Cost of the Work as defined in Article 9. Such payment shall be in addition to the Construction Manager's fees stipulated in Article 8. Construction Manager's estimate of the construction Cost for this phase of the Project is provided in Exhibit E. 9.2 Direct Cost Items — The listing below identifies eligible Direct Cost Items, as follows: (1) Cost of Construction Manager's Staff at its Construction Manager's Standard Staff Rates (see Exhibit G). (2) Cost of all materials, supplies and equipment incorporated in the Project, including costs of transportation, handling and storage thereof. (3) Payments due to subcontractors from the Construction Manager or made by the Construction Manager to subcontractors for their work performed pursuant to contract under this Agreement. (4) Cost including. transportation and maintenance of all materials, supplies, equipment, E temporary facilities and hand tools not owned by the workmen, which are employed or Q 3011' a c SECOND AMENDMENT TO AGREEMENT # 17-7198 Packet Pg. 266 11.C.d consumed in the performance of the work, cost on such items used but not consumed which may be turned over to the Owner at the end of the Project and cost less salvage value on such items used but not consumed which remain the property of the Construction Manager. For those items to be turned over to the Owner at the end of the project, Article 2.3(6) shall apply. (5) Rental charges on all necessary machinery and equipment, exclusive of hand tools used at the site of the Project, whether rented from the Construction Manager or other, including installation, repairs and replacements, dismantling, removal, costs of lubrication, transportation and delivery costs thereof: which are used in the support of a sub -contractor or the Construction Manager's own forces in the performance of the work, at rental charges consistent with those prevailing in the area. (6) Sales, use, gross receipts or similar taxes related to allowable direct costs of the Project imposed by any governmental authority, and for which the Construction Manager is liable. Owner is exempt from the payment of Florida Sales Tax under F.S, Chapter 212 and can provide the Construction Manager a copy of its Certificate of Exemption upon request. (7) The cost of corrective work subject, however, to the GMP and except for any corrective work made necessary because of defective workmanship or other causes contributed to by the Construction Manager or its subcontractors or suppliers No cost shall be paid by the Owner to the Construction Manager for any expenses made necessary to correct defective workmanship or to correct any Work not in conformance with the Plans and Specifications or to correct any deficiency or damage caused by gross negligent acts by the Construction Manager. (8) Minor expenses at the site, such as telegrams, long distance telephone calls, telephone service, expressage, postage, and similar petty cash items in connection with the Project to be billed at cost. (9) Costs for trash and debris control and removal from the site. (1 p) Cost incurred due to an emergency affecting the safety of persons and property. (11) Legal costs reasonably and properly resulting from prosecution of the Project for the Owner, including handling claims for changes by Subcontractors and Vendors, subject to the following limitations: (a) The Owner approved incurring such costs in advance, which approval shall not be unreasonably denied; and (b) The legal costs were not incurred as result of the Construction Manager's own negligence or default. This paragraph does not provide for payment of legal costs incurred in preparing or asserting claims or requests, by Construction Manager itself against the Owner, for change orders or in enforcing the obligations of this contract. (12) All costs directly incurred in the performance of the Project for the benefit of the Project, and not included in the Construction Manager's Fees as set forth in Article 8, if within the GMP E t Proposal (see, Exhibit E). U 311 Pa SECOND AMENDMENT TO AGREEMENT a 17-7198 Packet Pg. 267 11.C.d (13) General Conditions costs, insurance premiums, and bond costs. (14) If approved by the Owner, the Construction Manager, when qualified, may perform all or a portion of the work for any item listed on the estimate or GMP breakdown where it is deemed advantageous due to schedule or economic benefit for the direct Cost of the Work. (15) Costs of all reproductions used for bidding or information purposes required by the Project to directly benefit the Project. (16) Costs for watchman and security services for the Project. (17) Costs for efficient logistical control of the site, including horizontal and vertical transportation of materials and personnel, Also, costs for adequate storage and parking space. (18) Costs for such temporary facilities during construction, as approved by the Owner, including temporary water, heat, power, sanitary facilities, telephones, radios and computers with software. (19) Costs for any job site items not referenced herein, not normally provided by the Subcontractors, which will be provided by the Construction Manager as required to complete the work. (20) Cost of utilizing a computer aided design and drafting application (CADD) for record drawings. Upon completion of the work, the Construction Manager shall obtain two (2) sets of disk files from the Design Professional and record to scale all conditions. The disk shall be submitted to the Design Professional when completed, together with two sets of blue line or black line prints for certification and forwarding to the Client Agency at the time of final completion. (21) Owner's Contingency- At the Owners discretion, the Owner has included an Owner's Contingency as a line item in the GMP Proposal represented by a percentage of the Construction Manager's estimate of the total Cost of the Work as provided therein. The purpose of the Owner's Contingency is to mitigate unforeseen conditions, allow for value added improvements, complete construction activity not defined in the record drawing but required to operate the facility, and other pay items that may be requested by the Construction Manager, which may be approved by the Owner at its sole discretion. The Construction Manager's right to receive the Owner's Contingency shall apply notwithstanding anything to the contrary in this Amendment. As provided in §7.2 of this Amendment, Construction Manager shall specify the portion of the Owner's Contingency requested and purpose thereof in a request for a Change Order (RCO) or proposed Amendment, whereupon the Owner shall sign and process in full the RCO or Amendment; thereby allowing reimbursement from the Owner's Contingency for the services or goods provided by Construction Manager upon receipt of the Construction Manager's next monthly payment application. The Owner's Contingency is not to be used for the calculation of the initial Construction Manager's Fee. Any additional work included in the Construction Manager's obligation to complete added through a Change Order may be added to the Construction Manager's Fee and reconciled at Final Payment. 321Palc SECOND AMENDMENT To AGREEMENT N I7-7198 (1 Packet Pg. 268 ARTICLE 10 CHANGE IN THE PROJECT 10.1 Change Orders - The Owner, without invalidating this Agreement, may order Changes in the Project within the general scope of this Agreement consisting of additions, deletions or other revisions, the GMP, and the Construction Completion Date, being adjusted accordingly. All changes in the Project not covered by an authorized contingency shall be authorized by a Change Order (see, Exhibit K). 10.1.1 A "Change Order" is a written order to the Construction Manager issued after the execution of this Agreement, authorizing a Change in the Project, the Construction Manager's fee, or the Construction Completion date. Each adjustment in the GMP resulting from a Change Order shall clearly separate the amount attributable to the Cost of the Work. 10.1.2 The increase or decrease in the Guaranteed Maximum Price resulting from a change in the Project shall be determined in one or more of the following ways: (1) by mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation by the Design Professional and Owner; (2) by unit prices stated in the Agreement or subsequently agreed upon; (3) by cost as defined in Article 9 and a mutually acceptable fixed or percentage fee; (4) or by the method provided in Subparagraph 10.1.3. 10. 1.3 If none of the methods set forth in Subparagraph 10. 1.2 is agreed upon, the Construction Manager, provided Construction Manager receives a written order signed by the Owner, shall promptly proceed with the Work involved. The cost of such Work shall then be determined on the basis of the reasonable expenditures and savings of those performing the Work attributed to the change. However, in the event a Change Order is issued under these conditions, the Design Professional will establish an estimated cost of the work and the Construction Manager shall not perform any work whose cost exceeds that estimate without prior written approval by the Owner. In such case, and also under Article 10. 1.2 above, the Construction Manager shall keep and present, in such form as the Owner may prescribe, an itemized accounting together with appropriate supporting data of the increase in the Cost of the Work as outlined in Article 9. The amount of decrease in the Guaranteed Maximum Price to be allowed by the Construction Manager to the Owner for any deletion or change which results in a net decrease in cost will be the amount of the actual net decrease. 10. 1.4 If unit prices are stated in the Agreement or subsequently agreed upon, and if the quantities originally contemplated are so changed in a proposed Change Order that application of the agreed unit prices to the quantities of Work proposed will cause substantial inequity to the Owner or the Construction Manager, the applicable unit prices and Guaranteed. Maximum Price shall be equitably adjusted. 10.1.5 Should concealed conditions encountered in the performance of the Work below the surface of the ground or should concealed or unknown conditions in an existing structure be at variance with the conditions indicated by the Drawings, Specifications, or Owner furnished information or should unknown physical conditions below the surface of the ground or should concealed or unknown conditions in an existing structure of an unusual nature, differing materially 33111a -e SECOND AMENDMENT TO AGREEMENT H 17-7198 11.C.d Packet Pg. 269771 11.C.d from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, be encountered, the Guaranteed Maximum Price and the Construction Completion date shall be equitably adjusted by Change Order upon a request for Change Order in accordance with Article 10.2. 10.2 Claims For Additional Cost and Time All claims for additional cost and time shall be made by request for a change order submitted as provided in Article lb. If the Construction Manager is delayed at any time in the progress of the work by any act or neglect of the Owner or the Design Professional or of any employee of either or by any separate Construction Manager employed by the Owner or by any changes ordered in the work by labor disputes, fire, or unusual delay in transportation, unavoidable casualties or abnormal weather or any other causes beyond the Construction Manager's control or by delay authorized by the Owner pending resolution of disputes, and such delay extends the completion date, the Substantial Completion and Final Completion shall be extended by Change Order for such reasonable time as the Construction Team may determine. Any cost impact to Construction Manager as a result of the delay shall be included in the Change Order and paid by the Owner, including General Conditions costs, and a Construction Manager's Fee thereon. Only delays which are determined to extend the critical path for the schedule for constructing the Project will result in a time extension. Neither the Owner nor the Construction Manager shall be considered to own the schedule float time. Owner shall not withhold any otherwise undisputed payment to Construction Manager pending resolution of a claim for additional cost and time. 10.3 Minor Changes In The Project The Design Professional will have authority to order minor changes in the Project not involving an adjustment in the Guaranteed Maximum Price or an extension of the Construction Completion Date and not inconsistent with the intent of the Drawings and Specifications. Such changes shall be effected by written order. Documentation of changes shall be determined by the Construction Team and displayed in monthly reporting. Changes shall be approved by Owner's Representative and Design Professional. 10.4 Emerizencies In any emergency affecting the safety of persons or property, the Construction Manager shall act at its discretion, to prevent threatened damage, injury or loss. Any increase in the Guaranteed Maximum Price or extension of time claimed by the Construction Manager on account of emergency work shall be determined as provided in Article 10. ARTICLE 11 DISCOUNTS AND PENALTIES 11.1 All discounts for prompt payment shall accrue to the Owner to the extent the Cost of the Work is -. paid directly by the Owner. To the extent the Cost of the Work is paid with funds of the Construction Manager, all cash discounts shall accrue to the Construction Manager. All trade E discounts, rebates and refunds, and all returns from sale of surplus materials and equipment, shall a 34111i!c SECOND AMENDMENT TO AGREEMENT # 17-7198 �'� 0 Packet Pg. 270 11.C.d be credited to the Cost of the Work. All penalties incurred due to fault of the Construction Manager for late payment of cost of the Work will be paid by the Construction Manager. ARTICLE 12 PAYMENTS TO THE CONSTRUCTION MANAGER 12.1 Monthly Applications for Pgymment - The Construction Manager shall submit to the Owner an Application for Payment (Exhibit I), accompanied by a schedule of values, along with the cost reports required under Article 7.5, showing in detail all monies paid out, cost accumulated or costs incurred on account of the Cost of the Work during the previous period and the amount of the Construction Manager's fees due as provided in Article S. In addition, with each Application for Payment, Construction Manager shall provide supporting documentation for any cost incurred per Article 9 which could include but not be limited to schedules of values from subcontractors, invoices for items purchased, and time records for Construction Manager's staff. Applications for payment shall include a Release and Affidavit form (Exhibit H), and/or such lien and bond waivers (in Fla. Stat, Chapter 713 statutory format) verifying payments made by Construction Manager to Subcontractors and suppliers from money received from Owner during the prior month's payment (i.e,, authorizing payment by Construction Manager one month in arrears). Owner shall retain ten percent (10%) of the gross amount of each monthly payment request or ten percent (10%) of the porion thereof approved by the Project Manager for payment (excluding General Conditions costs, insurance and bond costs), whichever is less. Such sum shall be accumulated and not released to Contractor until final payment is due unless otherwise agreed to by the Owner in accordance with Florida Statute 255,078, The Project Manager shall have the discretion to establish, in writing, a schedule to periodically reduce the percentage of cumulative retainage held throughout the course of the Project schedule. Owner shall reduce the amount of the retainage withheld on each payment request subsequent to fifty percent (50%) completion subject to the guidelines set forth in Florida Statute 255.078. Monthly payments to Contractor shall in no way imply approval or acceptance of Contractor's Work. Each Application for Payment, subsequent to the first pay application, shall be accompanied by a Release and Affidavit, in the form attached as Exhibit H, acknowledging Contractor's receipt of payment in full for all materials, labor, equipment and other bills that are then due and payable by Owner with respect to the current Application for Payment. Further, to the extent directed by Owner and in Owner's sole discretion, Contractor shall also submit a Release and Affidavit from each Subcontractor, sub -subcontractor, or supplier in the form attached as Exhibit H acknowledging that each Subcontractor, sub -subcontractor or supplier has been paid in full through the previous month's payment. The Owner shall not be required to make payment until and unless these affidavits are furnished by Contractor. The Project Manager may decline to approve any Application for Payment, or portions thereof, because of subsequently discovered evidence or subsequent inspections that reveal non-compliance with the Contract Documents. The Project Manager may nullify the whole or any part of any approval for payment previously issued and Owner may withhold any payments otherwise due Contractor under this Agreement or any other agreement between Owner and Contractor, to such extent as may be necessary in the Owner's opinion to protect it from loss because of; (a) Defective Work not remedied; (b) third party claims filed or reasonable evidence indicating probable filing of such claims; (c) failure of Contractor to make payment properly to subcontractors Q 351r �c SECOND AMENDMENT TO AGREEMENT M ] 7-7]98 0 Packet Pg. 271 11.C.d or for labor, materials or equipment, if Contractor has been paid; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents by Contractor. If any conditions described in 12.1. are not remedied or removed or if Contractor fails to commence remedying or removing same after seven (7) days written notice, Owner may rectify the same at Contractor's expense. Provided however, in the event of an emergency, Owner shall not be required to provide Contractor any written notice prior to rectifying the situation at Contractor's expense. 12.2 Final Pa iy Hent - Owner shall make final payment to Contractor in accordance with Section 218.735, F.S. after the Work is finally inspected and accepted by Project Manager as set forth herein, provided that Contractor first, and as an explicit condition precedent to the accrual of Contractor's right to final payment, shall have furnished Owner with a properly executed and notarized copy of the Release and Affidavit attached as Exhibit H, as well as, a duly executed copy of the Surety's consent to final payment and such other documentation that may be required by the Contract Documents. Prior to release of final payment and final retainage, the Contractor's Representative and the Project Manager shall jointly complete the Final Payment Checklist, a representative copy of which is attached to this Agreement as Exhibit L. Contractor's acceptance of final payment shall constitute a full waiver of any and all claims by Contractor against Owner arising out of this Agreement or otherwise relating to the Project, except those previously made in writing in accordance with the requirements of the Contract Documents and identified by Contractor as unsettled in its final Application for Payment. Neither the acceptance of the Work nor payment by Owner shall be deemed to be a waiver of Owner's right to enforce any obligations of Contractor hereunder or to the recovery of damages for defective Work not discovered by the Design Professional or Project Manager at the time of final inspection. The final payment of retainage shall not be made until the Project has been inspected by the Design Professional or other person designated by the Owner and until the Design Professional has issued a written certificate that the project has been constructed in accordance with the approved plans, specifications, and approved change orders and until the Owner's Representative has accepted the Project. Final payment shall not be made until the Construction Manager has supplied Owner's Representative with the Release and Affidavit form (Exhibit H) and/or such final lien and bond waivers (in Fla. Stat. Chapter 713 statutory format) signed and dated statements from all laborers, materialmen, and subcontractors as defined in Section 713.01, Florida Statutes, that they have no claims or demands against the Owner for the work under the contract. Said statements shall identify the Project by name and Project number. Construction Manager must also provide Owner's Representative with a Contractor's Final Payment Affidavit in accordance with Fla. Stat. §713.06 (Exhibit D), as well as the surety's consent to final payment and such other documentation that may be required by the Contract Documents and the Owner. Prior to release of final payment and retainage, the Construction Manager and the Owner shall jointly complete the Final Payment Checklist, a representative copy of which is attached to this Amendment as Exhibit L. Upon receipt of written certification by Contractor that the Work is completed in accordance with J the Contract Documents and is ready for final inspection and acceptance, Project Manager and } Design Professional will make such inspection and, if they find the Work acceptable and fully performed under the Contract Documents shall promptly approve payment, recommending that, on E the basis of their observations and inspections, and the Contractor's certification that the Work has U a 36111 �. SECOND AMENDMENT T4 AGREEMENT 9 17.7199 Packet Pg. 272 11.C.d been completed in accordance with the terms and conditions of the Contract Documents, that the entire balance found to be due Contractor is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor submits: (1) Receipt of Contractor's Final Application for Payment. (2) The Release and Affidavit in the form attached as Exhibit H. (3) Consent of surety to final payment. (4) Receipt of the final payment check list. (5) If required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional may have issued its recommendations. 12.3 Pa meets to Subcontractors - The Construction Manager shall promptly, within 15 days after receipt of payment from the Owner, pay all the amount due Subcontractors less a retainage of ten percent (10%) until after the Project is fifty percent (50%) complete, payment has been issued, and based on Construction Manager's evaluation of the Subcontractor's acceptable performance, the Owner may approve a reduction in retainage for payments thereafter. If there should remain items to be completed, the Construction Manager and Design Professional shall list those items required for completion and the Construction Manager shall require the retainage of a sum equal to 200% of the estimated cost of completing any unfinished items, provided that said unfinished items are listed separately and the estimated cost of completing any unfinished items likewise listed separately. Thereafter, the Construction Manager shall pay to the Subcontractors, monthly, the amount retained for each incomplete item after each of said items is completed. Before issuance of final payment without any retainage, the Subcontractor shall submit satisfactory evidence that all payrolls, material bills and other indebtedness connected with the Project have been paid or otherwise satisfied, warranty information is complete, as -built markups have been submitted and instruction for the Owner's operating and maintenance personnel is complete. 12.4 Dela ed Payments by Owner Notwithstanding anything in the Contract Documents to the contrary, Contractor acknowledges and agrees that in the event of a dispute concerning payments for Work performed under this Agreement, Contractor shall continue to perform the Work required of it under this Agreement pending resolution of the dispute provided that Owner continues to pay Contractor all amounts that Owner does not dispute are due and payable. 12.5 Payments for Materials and Equipment - Payments will be made for material and equipment not incorporated into the Project but delivered and suitably stored at the site or another location subject to prior approval and acceptance by the Owner on each occasion. 12.6 Withholding Payments To Subcontractors — Unless good cause is shown and/or pursuant to Florida law, the Construction Manager shall not withhold payments to Subcontractors if such payments have been made to the Construction Manager. Should this occur for any reason, the Construction Manager shall immediately return such monies to the Owner's, adjusting pay requests and Project bookkeeping as required. 371Pa, c fr SECOND AMENDMENT TO AGREEMENT 8 I7-7178 Packet Pg. 273 11.C.d ARTICLE 13 INSURANCE, INDEMNITY AND WAIVER OF SUBROGATION 13.1 Indemnity - To the maximum extent permitted by Florida law, the Construction Manager shall indemnify, defend, and hold harmless Collier County, its officials and employees from any and all liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, but only to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Construction Manager or anyone employed or utilized by the Construction Manager in the performance of this Agreement; provided that such liability, damage, losses, and costs is/are attributable to bodily injury, sickness, disease, or death, or injury to or destruction of tangible property (other than the Work itself). The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Construction Manager, Owner and any indemnified party. Construction Manager's obligation to indemnify and defend under this Article 13 will only survive four (4) years after completion or termination or the applicable statute of limitations (whichever is longer) for occurrences which pre -date completion or termination. The parties agree and acknowledge that all of the indemnification obligations throughout the Contract Documents and this paragraph are intended to comply with Florida law on indemnity, and to be interpreted in such a way as to be enforceable to the full extent allowed by Florida law. If any word or clause in this section or any indemnification obligation throughout the Contract Documents is/are determined not to be in compliance with Florida law, including any amendments thereto, the remaining words and clauses in this paragraph shall remain in full force and effect, and words and clauses shall be automatically added or edited to cause compliance and to be valid, legal, and enforceable, which is the intent of the parties. The indemnity obligations of Construction Manager shall never extend to the liability of the Architect, Architect's consultants, or any of their members, partners, employees, agents, consultants, subcontractors arising out of. (A) The preparation or approval of, or the failure to prepare or approve maps, Drawings, Specifications, opinions, reports, surveys, designs, Change Orders; or (B) Giving directions or instructions, or failing to give them, if that is a cause of an injury or damage. 13.2 Construction Manager's Insurance (1) During the term of this Agreement the Construction Manager shall provide, pay for, and maintain, with companies satisfactory to the Owner, the types of insurance described herein. All insurance shall be from responsible companies duly authorized to do business in the State of Florida and/or responsible risk retention group insurance companies registered with the State of Florida. Promptly after written Notice of Award is issued by the Owner, the insurance coverage and limits required must be evidenced by properly executed Certificates of Insurance on an Acord or equivalent form. The Certificates must be personally, manually signed by the Authorized Representatives of the insurance company/companies shown on the Certificates with proof that he/she is an authorized representative thereof. In addition, copies of all insurance policies required shall be provided to the Owner, on a timely basis, if requested by the Owner. These Certificates and policies shall contain provisions that thirty (30) days written notice by registered or certified mail, facsimile or e-mail shall be given to the Owner of any cancellation, intent not to renew, or reduction in the policies' coverage, except in the application of the Aggregate Limits Provisions. Construction Manager also shall notify Owner, in a like manner, within forty-eight (48) hours after receipt by the Construction Manager of the respective notices of expiration, cancellation, non—renewal, or material change in coverage or 381Pa,v SECOND AMENDMENT TO AGREEMENT 417-719t Packet Pg. 274 11.C.d 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, the Construction Manager shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (2) All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: (a) The term "Board of County Commissioners of Collier County, Florida" shall include Collier County, Florida, a political subdivision of the State of Florida and all Authorities, Boards, Bureaus, Commissions, Divisions, Departments and offices thereof and individual members and employees thereof in their official capacity, and/or while acting on behalf of Collier County, Florida. (b) All insurance policies, other than the Professional Liability policy and the Workers Compensation policy, provided by Construction Manager to meet the requirements of this Agreement shall name the Board of Commissioners of Collier County, Florida, as that name is defined in Article 13.2(1) above, as an additional insured on a primary and noncontributory basis (for both on-going operations and products completed operations hazard period) as to the Work of the Construction Manager to be performed under the Contract Documents and shall contain a severability of interests provision. (c) Companies issuing the insurance policy or policies shall have no recourse against Owner for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of Construction Manager. (d) All insurance coverage of the Construction Manager shall be primary to any insurance or self-insurance program carried by the Owner 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 Owner applicable to this Project. (3) The acceptance by the Owner of any Certificates of Insurance for this Project evidencing the insurance coverage and limits required in this Agreement does not constitute approval or agreement by the Owner that the insurance requirements have been met or that the insurance policies shown on the Certificates of Insurance are in compliance with the requirements of this Agreement. (4) No work shall commence at the Project site unless and until the required Certificates of Insurance are received and the written Notice to Proceed is issued to the Construction Manager by the Owner. (5) Before starting and until acceptance of the work by Owner, Construction Manager shall procure and maintain insurance of the types and to the limits specified below, "Insurance Requirements", Construction Manager shall require each of its subcontractors to procure and maintain, until the completion of that subcontractor's work, insurance of the types and to the limits specified below, unless such insurance requirement for the subcontractor is expressly waived in writing by the Owner. INSURANCE TYPE 1. Worker's Compensation 3911 a sc SECOND AMENDMENT TO AGREEMENT Al 17-7198 "Insurance Requirements" REQUIRED LIMITS Statutory Limits of Florida Statutes, Chapter 440 Packet Pg. 275 11.C.d (6) Builder's Risk Insurance shall be provided by the Construction Manager and included in the GMP proposal (Exhibit E) or may be provided by the Owner, at its sole discretion, prior to the issuance of a Notice to Proceed, and in which the cost will be addressed through the issuance of a deductive Change Order. (7) Construction Manager shall carry professional liability insurance in an amount not less than $1,000.000, but only if the Contract Documents require Construction Manager to provide professional architectural, design, or engineering services to Owner. (8) Construction Manager shall insure that all subcontractors comply with the same insurance requirements that Construction Manager is required to meet. Construction Manager shall provide Owner with certificates of insurance meeting the required insurance provisions. (9) The "Collier County Board of County Commissioners" must be named as "ADDITIONAL INSURED" on the Certificate of Insurance for Commercial General Liability where required. (10) The "Collier County Board of County Commissioners" shall be named as the Certificate Holder. NOTE --The "Certificate Holder" should read as follows: Collier County Board of County Commissioners Naples, Florida (11) No County Division, Department, or individual name should appear on the Certificate. No other format will be acceptable. (12) Thirty (30) Days Cancellation Notice is required. (13) The Certificate must state the Contract Number and Project Title. 13.3 Owner's Insurance —No additional insurance provided. 13.4 Other Insurance Terms (1) If any insurance provided pursuant to this Agreement expires prior to the completion of the c Work, renewal Certificates of Insurance and, if requested by the Owner, copies of the renewal E policies, shall be furnished to Owner thirty (30) days prior to the date of expiration. 4011 Q SECOND AMENDMENT TO AGREEMENT 4 17-7198 Packet Pg. 276 and all Federal Government Statutory Limits and Requirements. Policy must include Employers' Liability with a limit of $1,000,000 each accident. 2. Commercial General Liability Bodily injury & Property Damage Patterned after the Current I.S.O. $2,000,000 Single Limit Per Occurrence Occurrence Form. 3, Automobile Liability $1,000,000 Each Occurrence Owned/Non-Owned/1-1 fired Automobile Included. 4. Other Insurance below: a) Professional Liability $1,000,000, if required. (6) Builder's Risk Insurance shall be provided by the Construction Manager and included in the GMP proposal (Exhibit E) or may be provided by the Owner, at its sole discretion, prior to the issuance of a Notice to Proceed, and in which the cost will be addressed through the issuance of a deductive Change Order. (7) Construction Manager shall carry professional liability insurance in an amount not less than $1,000.000, but only if the Contract Documents require Construction Manager to provide professional architectural, design, or engineering services to Owner. (8) Construction Manager shall insure that all subcontractors comply with the same insurance requirements that Construction Manager is required to meet. Construction Manager shall provide Owner with certificates of insurance meeting the required insurance provisions. (9) The "Collier County Board of County Commissioners" must be named as "ADDITIONAL INSURED" on the Certificate of Insurance for Commercial General Liability where required. (10) The "Collier County Board of County Commissioners" shall be named as the Certificate Holder. NOTE --The "Certificate Holder" should read as follows: Collier County Board of County Commissioners Naples, Florida (11) No County Division, Department, or individual name should appear on the Certificate. No other format will be acceptable. (12) Thirty (30) Days Cancellation Notice is required. (13) The Certificate must state the Contract Number and Project Title. 13.3 Owner's Insurance —No additional insurance provided. 13.4 Other Insurance Terms (1) If any insurance provided pursuant to this Agreement expires prior to the completion of the c Work, renewal Certificates of Insurance and, if requested by the Owner, copies of the renewal E policies, shall be furnished to Owner thirty (30) days prior to the date of expiration. 4011 Q SECOND AMENDMENT TO AGREEMENT 4 17-7198 Packet Pg. 276 (2) Should at any time the Construction Manager not maintain the insurance coverage required in this Agreement, the Owner may cancel the Agreement or at its sole discretion shall be authorized to purchase such coverage and charge the Construction Manager for such coverage purchased. If Construction Manager fails to reimburse Owner for such costs within thirty (34) days after demand, Owner has the right to offset these costs from any amount due Construction Manager under th.is Agreement. The Owner shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverage purchased or the insurance company/companies used. The decision of the Owner to purchase such insurance coverage shall in no way be construed to be a waiver of its rights under this Agreement. (3) Construction Manager shall submit within twenty-four (24) hours to Owner and Design Professional a copy of all accident reports arising out of any injuries to its employees or those of any firm or individual to whom it may have subcontracted a portion of the Work, or any personal injuries or property damages arising or alleged to have arisen on account of any work by Construction Manager under the Contract Documents. (4) The Owner shall be exempt from, and in no way liable for, any sums of money that may represent a deductible in any insurance policy except deductibles as agreed to by the Owner in obtaining Builder's Risk Property Insurance. The payment of such deductible shall be the sole responsibility of the Construction Manager and/or subcontractor providing such insurance. 13.5 Waiver of Subrogation (1) Except as to Workers Compensation and Professional Liability, the Owner and Construction Manager waive all rights against each other for damages caused by perils covered by insurance provided under Article 13 to the extent covered by such insurance, except such rights as they may have to the proceeds of such insurance held by the Owner and Construction Manager as trustees. The Construction Manager shall require similar waivers from all subcontractors and their sub -subcontractors. (2) The Owner and Construction Manager waive all rights against each other for loss or damage to any equipment used in connection with the Project and covered by any property insurance. The Construction Manager shall require similar waivers from all subcontractors and their sub - subcontractors. (3) The Owner waives subrogation against the Construction Manager on all property and consequential loss policies carried by the Owner on adjacent properties and under property and consequential loss policies purchased for the Project after its completion. (4) If the policies of insurance referred to in this section require an endorsement to provide for continued coverage, where there is a waiver of subrogation, the Owner of such policies will cause them to be so endorsed. Failure to obtain proper endorsement nullifies the waiver of subrogation. 411FaA., SECOND AMENDMENT TO AGREEMENT N 17-7198 11.C.d Packet Pg. 277 11.C.d ARTICLE 14 TERMINATION OF THE AGREEMENT AND OWNER'S RIGHT TO PERFORM CONSTRUCTION MANAGER'S OBLIGATIONS 14.1 Termination by the Construction Manager In the event (i) Owner fails to make any undisputed payment to Construction Manager within ten (10) days after such payment is due or Owner otherwise persistently fails to fulfill some material obligation owed by Owner to Construction Manager under this Agreement, and (ii) Owner has failed to cure such default within seven (7) of receiving written notice of same from Construction Manager, then Construction Manager may stop its performance under this Agreement until such default is cured, after giving Owner a second seven (7) days written notice of Construction Manager's intention to stop performance under the Agreement. If the Work is so stopped for a period of sixty (60) consecutive days through no act or fault of the Construction Manager or its Subcontractors or their agents or employees or any other persons performing portions of the Work under contract with the Construction Manager or any Subcontractor, the Construction Manager may terminate this Agreement by giving written notice to Owner of Construction Manager's intent to terminate this Agreement. If Owner does not cure its default within seven (7) days after receipt of Construction Manager's written notice, Construction Manager may, upon seven (7) additional days' written notice to the Owner, terminate the Agreement and recover from the Owner payment for Work performed and all obligations assumed (including termination and cancellation fees) through the termination date, including all Fees on the Work performed, but in no event shall Construction Manager be entitled to payment for Work not performed or any other damages from Owner. 14.2 Owner's Rip -ht to Perform Construction Manager's Obligations and Termination by Owner for Cause (1) If the Construction Manager repeatedly fails to perform any material obligation under this Agreement including any obligation Construction Manager assumes to perform work with its own forces, the Owner may, after seven (7) business days written notice during which period the Construction Manager fails to commence correction of such obligation, make good such deficiencies. The GMP, or the actual cost of the Work, whichever is less, shall be reduced by the cost to the Owner of making good such deficiencies and the Construction Manager's Construction Phase Fee shall be reduced at the end of the Project (in the Construction Manager's Final Payment) by the amount required to manage the making good of such deficiencies, If the Construction Manager disagrees with the assessment, Construction Manager shall be immediately entitled to pursue a claim against the Owner pursuant to §16.2 below. (2) If the Construction Manager is adjudged a bankrupt, or if Construction Manager makes a general assignment for the benefit of its creditors, or if a receiver is appointed on account of its insolvency, or if, after seven (7) business days written notice Construction Manager (A) repeatedly refuses or fails to supply enough properly skilled workers or proper materials, except in case for which extension of time is provided; (B) fails to promptly make payment to Subcontractors for materials or labor in in accordance with the respective agreements between the Contractor and the Subcontractors if the Contractor has been paid; (C) repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority in the role of Contractor and not designer; or (D) otherwise is guilty of substantial breach of a provision of the Contract Documents, then the Owner may, without prejudice to 42JPa,c SECOND AMENDMENT TO AGREEMENT 9 17-7198 CAS Packet Pg. 278 14.3 any right or remedy and after giving the Construction Manager and its Surety, if any, an additional seven (7) business days written notice, during which period Construction Manager fails to commence correction of the violation, terminate the employment of the Construction Manager and take possession of the site and of all materials, equipment, tools, construction equipment and machinery thereon owned by the Construction Manager, and may finish the Project by whatever method Owner may deem expedient. In such case, the Construction Manager shall not be entitled to receive any further payment until the Project is finished nor shall Construction Manager be relieved from its obligations assumed under Article 7. Unless waived or limited by other terms of this Agreement, the actual expenses incurred by the Owner as a result of a proper termination by the Owner may be deducted from any payment left owing to the Construction Manager (excluding monies owed the Construction Manager for work performed and materials and equipment furnished by others, including subcontract work). (3) If the Construction Manager refuses after seven (7) business days written notice to allow public access to any specified request for documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Construction Manager in conjunction with this Agreement, then the Owner may, without prejudice to any right or remedy and after giving the Construction Manager and its Surety, if any, after an additional seven (7) business days written notice, during which period Construction Manager still fails to allow access, terminate the employment of the Construction Manager and take possession of the site and of all materials, equipment, tools, construction equipment and machinery thereon, owned by the Construction Manager, and may finish the project by whatever method Owner may deem expedient. In such case, the Construction Manager shall not be entitled to receive any further payment until the Project is finished nor shall Construction Manager be relieved from its obligations assumed under Article 7. Unless waived or limited by other terms of this Agreement, the actual expenses incurred by the Owner as a result of a proper termination by the Owner may be deducted from any payment left owing to the Construction Manager (excluding monies owed the Construction Manager for work performed and materials and equipment furnished by others, including subcontract work). (4) if the Owner terminates this Agreement under Article 14.2(2) or Article 14.2(3) or section § 14.3 below, Owner expressly waives any and all right it has or may have to seek any delay or liquidated damages. Termination by Owner Without Cause (1) If the Owner terminates this Agreement other than pursuant to Article 14.2(2) or Article 14.2(3), Owner shall pay Construction Manager for unpaid Cost of the Work, including for Work in progress, completed, executed and committed, and all costs incurred by reason of such termination, including cancellation charges or costs submitted by any third party, including, but not limited to, subcontractors or suppliers and including, but not limited to, materials and equipment whether already delivered to the site, being fabricated and pending delivery, as well as those in the process of delivery, Owner shall also pay Construction Manager's Fee on said costs. The Owner shall also pay to the Construction Manager fair compensation, either by purchase or rental at the election of the Owner, for any equipment retained. In case of such termination of Agreement the Owner shall further assume and become liable for obligations, commitments and unsettled contractual claims that the Construction Manager has previously undertaken or incurred in good faith in connection with said Project. The Construction Manager shall, as a condition of receiving the payments referred to in this Article 14; execute and deliver all such papers and take all such steps including the legal assignment of its contractual rights, 11.C.d 431Pa--e SECOND AMENDMENTTO AGREEMENT N 17-7196 nCA Packet Pg. 279 11.C.d as the Owner may require for the purpose of fully vesting in him the rights and benefits of the Construction Manager under such obligations or commitments. (2) After the establishment of the Guaranteed Maximum Price or at the completion of the Pre - construction Phase, if the final cost estimates or lack of funding make the Project no longer feasible from the standpoint of the Owner, the Owner may terminate this Agreement and pay the Construction Manager all amounts provided in Article 14.3(1) above. ARTICLE 15 ASSIGNMENT, GOVERNING LAW AND VENUE 15.1 Neither the Owner nor the Construction Manager shall assign its interest in this Agreement without the written consent of the other except as to the assignment of proceeds. 15.2 This Agreement shall be governed by the Laws of the State of Florida. ARTICLE 16 NOTICE OF CLAIM: WAIVER OF REMEDIES; PROCEDURE FOR DELAY CLAIM 16.1 Notice of Claim - The Owner's liability to Construction Manager for any claims arising out of or related to the subject matter of this Agreement, whether in contract or tort, including, but not limited to, claims for extension of construction time, for payment by the Owner of the costs, damages or losses because of changed conditions under which the work is to be performed, or for additional work, shall be governed by the following provisions: (1) All claims must be submitted as a Request for Change Order in the manner as provided herein. (a) The Construction Manager must submit a Notice of Claim to Owner and to the Design Professional within five (5) business days of when the Construction Manager was or should have been aware of the occurrence of the event giving rise to the claim; and (b) Within five (5) business days of submitting its Notice of Claim, the Construction Manager shall submit to the Owner its Request for Change Order, which shall include a written statement of all details. Of the claim, including a description of the work affected. (2) The Construction Manager agrees that the Owner shall not be liable for any claim that the Construction Manager fails to submit as a Request for Change Order as provided in this paragraph. (3) After receipt of a Request for Change Order, the Owner, in consultation with the Design Professional, shall deliver to the Construction Manager its written determination of the claim. (4) In the event the Owner and Construction Manager are unable to agree on the terms of a Change Order, the Owner shall have the option to instruct the Construction Manager to proceed with the work. In that event, the Owner shall agree to pay for those parts of the work, the scope and price of which are not in dispute. The balance of the disputed items in the order to proceed shall be resolved in accordance with Article 16.2. 16.2 Resolution of Claims and Disputes, Generally — Prior to the initiation of any action or proceeding a permitted by this Agreement to resolve disputes between the paries, the parties shall make a good E faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by U a 4411:' a c SECOND AMENDMENT TO AGREEMENT 4 17-7196 Packet Pg. 280 11.C.d representatives of Contractor with full decision-making authority and by Owner's County Manager or authorized designee who would make the presentation of any settlement reached during negotiations to Owner 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 Contractor with full decision-making authority and by Owner's staff person or designee who would make the presentation of any settlement reached at mediation to Owner'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. 16.3 Venue - 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. 16.4 Remedy for Delay - For work the Construction Manager performs with its own forces, and in addition to the adjustments provided for in Article 8, the Construction Manager's remedies for delay in performance of the construction caused by events beyond its control including delays claimed to be caused by or attributable to the Owner or the Design Professional, including claims based on breach of contract or negligence, shall be a claim submitted in compliance with 16.1 above, for an extension of the scheduled construction time (based upon the actual time impact to the Project because of the delay). Also, in the event of a change in such work, the Construction Manager's claim for adjustments in the contract sum are limited to its actual costs for such changes, plus ten (10%) percent for profit thereon, The Construction Manager expressly agrees that the foregoing shall constitute its sole and exclusive remedies for delays and changes in work and eliminate any other remedies which the Construction Manager may have to claim additional compensation. 16.5 Waiver of Consequential Damages - The Construction Manager and Owner waive any and all claims against each other for consequential, incidental or special damages arising out of or relating to this Agreement. This mutual waiver includes: 1. damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and 2. damages incurred by the Construction Manager for monetary claims for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. ARTICLE 17 MISCELLANEOUS 17.1 Harmony - Construction Manager is advised and hereby agrees that Construction Manager will exert every reasonable and diligent effort to assure all labor employed by Construction Manager and its Subcontractors for work on the Project shall work in harmony with and be compatible with all other labor being used by building and Construction Managers now or hereafter on the site of the Project. Construction Manager further agrees that this provision will be included in all subcontracts of the Subcontractors as well as the Construction Manager's own contract; provided., however, that this provision shall not be interpreted or enforced so as to deny or abridge, on account 451PiI c SECOND AMENDMENT TO AGREEMENT 9 ] 7-7]98 Cpp Packet Pg. 281 11.C.d of membership or non -membership in any labor union or labor organization, the right of any person to work as guaranteed by Article 1, Section 6 of the Florida Constitution. 17.2 Apprentices - If the Construction Manager employs apprentices on the project, the behavior of the Construction Manager and the Owner shall be governed by the provisions of Chapter 446, Florida Statutes, and by applicable standards and policies governing apprentice programs and agreements established by the Division of Labor of the- State of Florida Department of Labor and Employment Security. The Construction Manager will include a provision similar to the foregoing sentence in each subcontract. 17.3 Applications for Payment - Applications for Payment shall be submitted in detail sufficient for a proper pre -audit and post -audit thereof. Invoices for any travel expenses shall be submitted in accordance with procedures specified in Section 112.061 of the Florida Statutes governing payments by the State for travel expenses. 17.4 Construction Manager's Project Records - The Construction Manager's Project Records shall be maintained as prescribed hereinabove and shall be made available to the Owner or its authorized representative at mutually convenient times. 17.5 Minority Participation - When Projects involve State of Florida or Federal funding, Construction Manager shall diligently attempt to comply with State of Florida and Federal requirements on minority participation. 17.6 Construction Manager's Payment Rights - Owner shall make payments in accordance with Chapter 218, Florida Statutes, the "Florida Prompt Payment Act." Interest penalties shall be at the legal rate. Interest penalties of less than one (1) dollar will not be enforced unless the Construction Manager requests payment. 17.7 Public Entity Crime Information Statement - "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 on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a Construction Manager, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." 17.8 Immigration and E -Verb - By executing and entering into this agreement, the Construction Manager is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et sec.. and regulations relating thereto, as either may be amended. Failure by the Construction Manager to comply with the laws referenced herein shall constitute a breach of this agreement and the Owner shall have the discretion to unilaterally terminate this agreement immediately. Statutes and executive orders require employers to abide by the immigration laws of the United States and to employ only individuals who are eligible to work in the United States. The Employment Eligibility Verification System (E -Verify) operated by the Department of = m Homeland Security (DHS) in partnership with the Social Security Administration (SSA), provides E an Internet -based means of verifying employment eligibility of workers in the United States; it is Q 46 1 r 8 SECOND AMENDMENT TO AGREEMENT 9 17-7198 OCAO Packet Pg. 282 11.C.d not a substitute for any other employment eligibility verification requirements. The program will be used for Collier County formal Invitations to Bid (ITB) and Request for Proposals (RFP) including professional services and construction services. Exceptions to the program: • Commodity based procurement where no services are provided. • Where the requirement for the affidavit is waived by the Board of County Commissioners Construction Manager / Contractors / Bidders are required to enroll in the E -Verify program, and provide acceptable evidence of their enrollment, at the time of the submission of the Contractor's/bidder's proposal. Acceptable evidence consists of a copy of the properly completed E -Verify Company Profile page or a copy of the fully executed E -Verify Memorandum of Understanding for the company. Contractors are also required to provide the Collier County Procurement Services Division an executed affidavit certifying they shall comply with the E -Verify Program. The affidavit is attached to the solicitation documents. If the Bidder/Contractor does not comply with providing both the acceptable E -Verify evidence and the executed affidavit the bidder's 1 Contractor's Proposal may be deemed non-responsive. Additionally, Construction Manager shall require all subcontracted Contractors to use the E -Verify system for all purchases not covered under the "Exceptions to the program" clause above. For additional information regarding the Employment Eligibility Verification System (E -Verify) program visit the following website: http://www.dhs.gov/F,-Verify. It shall be the Contractor's responsibility to familiarize themselves with all rules and regulations governing this program. Construction Manager acknowledges, and without exception or stipulation, any firm(s) receiving an award shall be fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et sec.. and regulations relating thereto, as either may be amended and with the provisions contained within this affidavit. Failure by the awarded firm(s) to comply with the laws referenced herein or the provisions of this affidavit shall constitute a breach of the award agreement and the Owner shall have the discretion to unilaterally terminate said agreement immediately. 17.9 Electronic Mail Capabilities - The Construction Manager must have electronic mail capabilities through the World Wide Web. It is the intention of the Owner to use electronic communication for all projects whenever possible. The Construction Manager shall provide their electronic mail address and the name of a contact person responsible for their electronic communications. 17.10 Captions and Section Headings - Captions and section headings used herein are for convenience only and shall not be used.in construing this Agreement. 17.11 Agreement Preparation - This agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by one of the parties. It is recognized that both parties have substantially contributed to the preparation of this Agreement. 17.12 Third Party Beneficiaries - This agreement does not create any relationship with, or any rights in favor of any third party. 17.13 Unless stated otherwise, the term "day" as used in the Contract Documents shall mean calendar day. 17. l4 Statutory Disclosures — 4741' a Y c SECOND AMENDMENT TO AGREEMENT # 17-708 Packet Pg. 283 11.C.d (a) ANY CLAIMS FOR CONSTRUCTION DEFECTS ARE SUBJECT TO THE NOTICE AND CURE PROVISIONS OF CHAPTER 558, FLORIDA STATUTES. (b) By executing and entering into this Agreement, the Construction Manager (in the Construction Manager's capacity as a contractor and not as a licensed design professional), is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety (including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § I I9.0701(2)(a)-(b) as stated as follows: IF THE CONSTRUCTION MANAGER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSTRUCTION MANAGER'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 Except as to records (and other information) which are exempt, privileged, private or protected whereupon appropriate the procedures may be requested and implemented, and/or the Construction Manager might not be required to produce the records (and other information) or only in a limited fashion or manner, the Construction Manager 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 Construction Manager 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 Construction Manager or keep and maintain public records required by the public agency to perform the service. If the Construction Manager transfers all public records to the public agency upon completion of the contract, the Construction Manager shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. if the Construction Manager keeps and maintains public records upon completion of the contract, the Construction Manager 481 P a _ i SECOND AMENDMENT TO AGREEMENT k ] 7-7398 Packet Pg. 284 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 Construction Manager observes that the Contract Documents are at variance therewith, it shall promptly notify the Owner in writing. Failure by the Construction Manager to comply with the laws referenced herein may constitute a breach of this Agreement and, if material, the Owner shall have the discretion to unilaterally terminate this Agreement immediately. (remaintler of the page is intentionally left blank) 49 111 SECOND AMENDMENT TO AGREEMENT H 17-7198 11.C.d Packet Pg. 285 11.C.d EXHIBIT A CONSTRUCTION TEAM ASSIGNED REPRESENTATIVES 1. Owner - Collier County, a political division of tate State of Florida Nick Casalanguida Collier County, Deputy Manager Nick.Casalan ug ida@colliercountyfl.gov Tel: (239) 252-8383 Margaret Bishop, P.E. Principal Project Manager Margaret.Bishop@colIiei-couiityfl.gov Facilities Management 3335 East Tamiami Trail, Suite 101 Naples, Florida 341 12 Tel: (239) 252-8380 Fax: (239) 252-3795 2. Construction Manager - Manhattan Construction (Florida), Inc. Gordon Knapp Senior Vice President - Florida Manhattan Construction (Florida), Inc. 3705-1 Westview Drive Naples, Florida 34104 gknapp�manllattanconstruction.com Tel: (239) 643-6000 (office) Tel: (239) 675-8333 (cell) David Puls Project Director Manhattan Construction (Florida), Inc. 3705-1 Westview Drive Naples, Florida 34104 DPuls _,manhattanconstruction.coEn Tel: (239) 280-2628 (office) Tel: (239) 255-9253 (cell) 3. Design Professional - Davidson Engineering, Inc. Josh Fruth Vice President Davidson Engineering, Inc. 4365 Radio Road #201 Naples, Florida 34104 J osh c davidsonen ineerin .com Tel: (239) 434-6060 (office) Tel: (239) 877-3480 (cell) Fax: (239) 434-6084 SO1Pagc SECOND AMENDMENT TO AGREEMENT 9 17-7198 nC'A0 Packet Pg. 286 11.C.d Contract Administrator Lyn Ross •L 5111'x; i SECOND AMENDMENT TO AGREEMENT H 17-7198 Packet Pg. 287 c m E c m E Q EXHIBIT B axi CONSTRUCTION MANAGER'S KEY PERSONNEL ASSIGNED TO THE PROJECT a E U r David Puls Project Director L °� David Steger Sr Project Manager Jeff Smith Assistant Project Manager ti oNo TBD Project Engineer 0 Q Ken Masse Sr Superintendent TSD Superintendent I 0 3: Paul Hornus Superintendent II r Senior Safety Manager Dean Ramineh L j Field Office Manager Betty Lounds 0 Contract Administrator Lyn Ross •L 5111'x; i SECOND AMENDMENT TO AGREEMENT H 17-7198 Packet Pg. 287 EXHIBIT C CERTIFICATE OF SUBSTANTIAL COMPLETION OWNER'S Project No. PROJECT: CONSTRUCTION MANAGER Contract For Contract Date DESIGN PROFESSIONAL's Project No. This Certificate of Substantial Completion applies to all Work under the Contract Documents or to the following specified parts thereof: To: OWNER And To: Substantial Completion is the state in the progress of the Work when the Work (or designated portion) is sufficiently complete in accordance with the Contract Documents so that the OWNER can occupy or utilize the Work for its intended use. On the date provided below, CONSTRUCTION MANAGER declares that the Work has reached Substantial Completion. Moreover, the Work to which this Certificate applies has been inspected by authorized representatives of OWNER and DESIGN PROFESSIONAL and they also agree that the Work is substantially complete in accordance with the requirements of the Contract Documents: DATE OF SUBSTANTIAL COMPLETION Pursuant to §2.4(g) of the Amendment, a Punch List shall be prepared within 10 calendar days from the date hereof. The failure to include an item on the Punch List shall not alter the responsibility of CONSTRUCTION MANAGER to repair any and all Work in accordance with the CONSTRUCTION MANAGER's warranties as provided in the Contract Documents. The Punch List shall be completed on or about days after the preparation of the Punch List. 52111 a p SECOND AMENDMENT TO AGREEMENT R 17-7198 11.C.d Packet Pg. 288 The responsibilities between OWNER and CONSTRUCTION MANAGER for security, operation, safety, maintenance, heat, utilities, insurance and warranties shall be as follows: RESPONSIBILITIES: OWNER: CONSTRUCTION MANAGER: The following documents are attached to and made a part of this Certificate: This certificate does not constitute an acceptance of Work not in accordance with the Contract Documents nor is it a release of CONSTRUCTION MANAGER's obligation to complete the Work in accordance with the Contract Documents. Executed by Design Professional on , 201 DESIGN PROFESSIONAL By: Type Name and Title CONSTRUCTION MANAGER accepts this Certificate of Substantial Completion on 201 CONSTRUCITON MANAGER By: Type Name and Title OWNER accepts this Certificate of Substantial Completion on , 201_ OWNER By: Type Name and Title 11.C.d CD E am Q X m a E O U rn O 0M co ti N 00 531Pag e SECOND AMENDMENT TO AGREEMENT k 17-7196 CA Packet Pg. 289 11.C.d EXHIBIT D Construction Manager's Final Payment Affidavit (Pursuant to §713.06, Fla. Stat.) STATE OF FLORIDA } SS: COUNTY OF COLLIER ) Before me, the undersigned authority, personally appeared Gordon Knapp, who, upon being duly sworn, deposes and says of his personal knowledge the following: 1. He is the Senior Vice President - Florida, of Manhattan Construction (Florida), Inc., which does business in the State of Florida, hereinafter referred to as the "Construction Manager." 2. Construction Manager, pursuant to a contract with Collier County, a political subdivision of the State of Florida, hereinafter referred to as the "Owner," has furnished or caused to be furnished labor, materials and/or services for Project No: 50156, for Collier County Sports Complex on the real property known as Collier County Sports Complex, having the address of Naples, Florida. 3. This affidavit is executed by the Construction Manager in accordance with §713.06 of the Florida Statutes for the purposes of obtaining final payment from the Owner in the amount of $ 4.Ali Work to be performed under the contract has been fully completed, and all lienors under direct contract have been paid in full, except the following listed lienors; NAME OF LIENORS: AMOUNT DUE: im Manhattan Construction (Florida), Inc. Gordon Knapp, Senior Vice President - Florida Sworn to and subscribed before me this day of , 201by Gordon Knapp, the Senior Vice President - Florida of Manhattan Construction (Florida), Inc., who personally known to me or producedas identification, and did take an oath. WITNESS my hand and official seal in the County and State last aforesaid this day of 20 Notary Public State of Florida at Large Typed, printed or stamped name of Notary Public My Commission Expires: 5411 , . SECOND AMENDMENT T4 AGREEMENT d 17-7198 Packet Pg. 290 EXHIBIT E GMP PROPOSAL (Fallowing this page) 551Pa,_t SECOND AMENDMENT TO AGREEMENT # 17-7198 11.C.d Packet Pg. 291 t ilk Collier Cowity, F1 Collier County Sports Complex Exhibit E - GMP Proposal Phase lA - GMP#02 - Horizontal and Vertical Work Package March 26, 2019 Prepared for: Collier County Government Board of County Commissioners 3299TamiamiTrail East, Suite 303 Naples, FL 34112-5746 Prepared by: Manhattan Construction 3705-1 Westview Drive Naples, Florida 34104 Contact Person at Manhattan: Gordon Knapp, Senior Vice President gknapp@manhattanconstruction.com (239) 643-6000 0 Manhattan Co ler C014Yl.ty Coti tems 1. GMF Budget Sumunary 2. GMP Clarifications and Assumptions 3. General Conditions Budget Estimate 4. Allowances 6. Preliminary Construction Schedule 7. Document Rider—.hist of Contract Documents (including Plans and Specifications to which the GMP Budget is based upon) 8. Site Utilization Plan 11.C.d rA) Packet Pg. 293 Section One GTMP Budget 11.C.d Go ie-rr C014-nty IA --CCA-(,Y� Packet Pg. 294 11.C.d Manhattan Built fing 1>.crni71�1 r<r. CCSC PHASE IA HORIZONTAL MCF PHOIA PRESENTAYION SUMMARY 711 RGOIS C CD E C d E Q x d om E O U N O om Co Iq ti N 0 Q U Y L 2O 7 �V L CD 1 O N 1- 0 2 a a x CD CL E O U N O 0. N C d E C d E Q 00 r ti ti r d Y C J C d E t V O r.+ Q CA0 Packet Pg. 295 11.C.d Col pl�r County Section Two - GMP Clarifications • Assumptions II, CA0 Packet Pg. 296 Clarifications & Assumptions Collier County Sports Complex — Phase 1A Naples, Florida Construction Documents March 26, 2019 Document Acknowledgement 1. GMP is based upon the documents and specifications as listed below and within the Document Rider, (Scope 1.01) - Approved CGBS Plans — Issued 1/28/2019 (Scope 1.01) - CGBS Bid Exhibits -- Issued 1/28/2019 (Scope 1.01) - CGBS Roundabout Exhibit — Issued 1/28/2019 (Scope 1.02) - CGBN Lift Station Specifications — Issued 1/28/2019 (Scope 1,03) - STA 3+80 ROW Exhibits — Issued 1/28/2019 (Scope 1.04) - CGBN ROW Plans — Issued 1/28/2019 (Scope 1.05) - Davidson Engineering Construction Plan Set, Revision 2 Dated 01/18/2019 — Issued 1/28/2019 Technical Specifications — Issued 1/28/2019 Addendum 1 - Reissuance of Scope 1.05 Davidson Engineering Construction Plan Set -- Issued 1/29/2019 Addendum 2 - Pre and Post Clearing Survey Exhibit — Issued 1/31/2019 Addendum 3 - Bid Addendum##1 — Issued 2/08/2019 Addendum 4 - Soil Boring Report — Issued 3/1/2019 Vertical Construction Budget Set — Sent via email on 3/1/2019 General Items 1. Acceptance of these Clarifications and their inclusion as a Contract Document is condition - precedent to our Proposal. We specifically exclude any Bid andlor Contract Document requirements to the contrary, as these Assumptions and Clarifications shall supersede any other Drawings, Specifications, proposed Contract language, and/or all other Bid Documents, 2. Our Proposal is based on a 13 month Construction Schedule. Substantial Completion will be achieved within 13 months of receipt of both the site development permit and Notice to Proceed Manhattan Ruikliug uxcellen(T. 11.C.d 1'a e 116 Packet Pg. 297 3. Our Proposal is based on the enclosed Manhattan Construction Florida Proposed Construction Schedule plus time adjustments for any Change Orders, and is contingent upon the Owner providing the complete Building Permit and any and all related permits or approvals that may be required for a 100% un -encumbered construction start by Manhattan Construction Florida. Any delays by the Owner in providing these permits and/or approvals shall be a subsequent delay to the Construction Schedule and shall be compensated to Manhattan Construction Florida. 4. Manhattan will use the Phoenix Scheduling program for all project scheduling, and we assume that this program will satisfy all project schedule requirements. 5. The following items are not included in this estimate, but should be taken into consideration or provided by the Owner or Design Team: a) Design Fees for Architects and Consultants. b) Verification that the design indicated in the drawings and specifications meets code requirements. c) Verification that the design indicated meets owner insurance and operational requirements. d) Maintenance agreements beyond substantial completion, unless specifically stated within the contract documents. e) Abatement, mitigation and/or removal of hazardous or contaminated materials. f) Cost of building permit and inspection fees. g} The Subcontractors will provide and pay for the basic, major trade permits only (Plumbing. Mechanical and Electrical). The major Building permits, the Use & Occupancy permits, all utility permits 1 coordination 1 fees, tap fees, public space permits, etc. and all other non -primary major trade permits are all to be provided and paid for by the Owner unless agreed to otherwise. h) Electric, Gas or Water municipal impact fees, as well as utility company charges for permanent power, telephone service and CATV. i) Cost of permanent water and electrical power usage. j) The unloading, stocking, distribution and installation of Owner FF&E items (e.g.: furniture, wall hangings, point of sale items, etc...) k) Dumpster fees, to be paid by owner. MCF to coordinate. 6. This Work Authorization includes the costs for Manhattan's temporary conditions and general conditions. This time frame is based on the current project schedule. 7. Manhattan has strived to include allowances for design items identified by Manhattan as missing from project documents. Manhattan will reconcile these allowances based on Construction Documents when they are provided for use. Items not fully detailed and located on the contract project documents will also be priced once final Construction Documents are received by Manhattan. Manhattan N�rrl�ling r4�-rcllrnre. 11.C.d 11 agc 216 CA -0 Packet Pg. 298 8. All construction Float in the Construction Schedule shall accrue for the exclusive use of Manhattan Construction Company, unless mutually agreed otherwise, regardless of any bid documents or specifications to the contrary. Manhattan Construction Company shall be compensated with Time Extensions and General Conditions costs for time delays not the fault of Manhattan Construction Company, 9. This project is based on normal working hours. No premium or weekend time is included unless specifically noted otherwise elsewhere in our Proposal. 10, We assume unrestricted access to the work sites per the Site Utilization Plan. 11. Independent or police jobsite night time security has not been included. 12. We have included 6' high temporary fencing as indicated in the Temp Fencing Plan herein, 13. Material testing has been included as an allowance based on proposal's received from CMT providers. These proposals have been clarified as estimates only and are subject to change. 14. An allowance log is included with this submittal. All allowances in the log are included in the cost summary. 15. The General Conditions and General Requirements values included in the GMP Proposal are not line item guaranteed maximums by Month but a total guaranteed maximum for General Conditions and General Requirements for this total Phase of the Project. The schedule submitted to establish the guaranteed maximum total staffing allocation is not intended to limit the Construction Managers flexibility in assigning staff in each monthly pay period. The Construction Manager may vary the allocation of hours in each billing cycle so long as the total is not exceeded. Only the costs spent each month for staff at the approved rates identified in Exhibit G will be charged to the Project which also applies for the other miscellaneous administrative costs included in the GMP Proposal. The Construction Manager will submit a monthly detailed invoice report documenting the daily log of staff hours multiplied by the approved rate. The report will identify the percentage used compared to the percentage of time to Final Completion. Unused hours will be reconciled at Final Completion and the value will be returned to the Owner, Insurance, Staff Rates and Bonds 1. Builder's Risk ("all-risk") Insurance is included per Manhattan policy terms and conditions. 2. Manhattan will utilize its subcontractor surety program, Subcontract Default Insurance (SDI), for Performance and Payment bonds. Subcontracts and Purchase Orders will be enrolled at a premium rate of 1.5% of the total Subcontract/Purchase Order value. The premium rate is not subject to audit; however the application of the rate to Subcontracts and Purchase Orders will be reconciled at the end of the job. 3. Builders Risk Insurance and any and all insurance deductibles is included. Our insurance coverage is provided by XL, Incorporated, and is limited to those terms, conditions, and limits of coverage. All insurance requirements of the Contract are limited to and must be verified with our standard + Manhattan I301ding exrellrnre. 11.C.d 1' cl G 316 Packet Pg. 299 11.C.d coverage or increased at additional cost, as necessary. We have not included any "deductibles" for any Owner's insurances; they shall be reimbursed at cost if needed, 4. Performance and Payment Bonds for Manhattan and associated costs are included. Division 01 1. Costs associated with Energy reviews and Accessibility reviews and inspections are not included. 2. Sales tax is included on all incorporated material at a rate of (6.00%) We do not include any excavation, removal, undercutting, replacement, handling, or any other costs for any "unsuitable soils" for any reason. This includes rock, contaminated materials, hazardous materials, debris, groundwater, trash, waste, high moisture content, and/or anything other than "suitable soils" encountered below the existing top surface of the ground. Suitable soils are defined as existing in a condition ready for immediate re -use as fill material and/or topsoil. All unsuitable soils shall be handled by change order per unit prices as encountered and all related delay will be added to the Contract Completion Date and the schedule on a day -far -day basis. This clarification supersedes any information contained in the Soils Report, etc. and shall supersede any differing or contradictory requirements anywhere else within the Bid and/or Contract Documents, such as "Un - Classified Soils" requirements, etc. 4. We include pumping / de -watering required due to normal rain, snows, etc. We have included Site Water Management including site pumping and retaining as an add alternate to the proposed Earthwork subcontractor. 5. We do not include any engineering responsibility for design liability for any of the work shown on the Contract Documents. We will submit requests for information and/or subcontractor shop drawings for all such issues for specific direction and/or review, approval, and full acceptance of design liability by the design architect and/or engineer(s) of record. The Architect and the other design consultants are responsible for the complete and proper design and associated design liability, 6. Manhattan excludes any responsibility or liability for patent, trademark, or copyright infringement claims based on content of the Contract Documents. 7. We are not responsible for delays or major cost increases due either directly or indirectly to utility outages, brownouts, or loss of power. We have carried 4 months of temporary trailer office facility. Sheriff/Caretakers residence is to be used as office facility for the remaining construction Phases. Division 02A - Surveying 1. We have included (1) survey for materials excavated from lake constructed within Phase 0 work 2. This scope is inclusive of work relating to only that which lies within the boundary of Phase 1A and Phase 1 S utilities, No Surveying for any future work is included within this agreement. 4A Manhattan Iiuifrtrn� rzaxell au e. I'rige 416 J10 Packet Pg. 300 3. We have included as -built data collection tasks on a (1) time basis. Division 26A — Electrical 1. No concrete encasement of duct banks has been included. 2. FPL transformer pads and secondary connections in FPL transformers are to be by FPL. 3. No handholes have been included, to be furnished and installed by others. 4. All conduit duct banks are considered straight runs with no splicing or conduit stub outs for future utility work included. 5. Number of duct banks and conduits included are as specified in RFI response issued by Davidson Engineering on 3!612019. 6. All scope of work relating to supplying power for site lighting and field lighting has been included as an allowance with the Vertical Construction. Division 31A - Earthwork 1. Locating of existing utilities to be performed by Owner prior to commencement of this scope of work. 2. No import fill is included. Manhattan assumes stockpiled fill from Phase 0 will satisfy the quantity necessary to reach required site elevation, Division 32B - Concrete Paving / Stamped Concrete 1. Cost associated with colored concrete mock-ups have been included. These mock-ups are to be approved by both the Architect and Owner, and will survive the duration of the project and establish basis for quality. 2. All exposed concrete finishes are included as receiving formed finish (Architectural finish, sandblasting, fluid applications, etc... is excluded) Division 32H - Plantings / Sod / Trees / Mulch / Irrigation 1. Landscaping bid proposals include species from the contract documents provided, that were readily available. Species provided at time of bid may not necessarily be available at time of planting. Should this case arise, alternate species will be presented for Owner selection. Any adjustments required will be handled at that time, Manhattan Ridlding �Arellenr.e. 11.C.d P 516 C c� Packet Pg. 301 2. It is understood that the irrigation plans are conceptual in nature, and will require additional detail prior to installation. Finalization of the irrigation design is not included in the GMP. 3. We have included replanting after removal of existing exotic species, per contract documents, which lists a complete replanting of Restoration Area #1. It is understood that after exotic removal from this area, a survey is to be performed to determine the actual extent of replanting necessary. Cost difference between information available at time of bid and post exotic removal survey to be reconciled at that time. Division 33C - Utilities 1. Modification to existing utility structures is included as stated per contract documents in the GMP, This does not include any repair or unforeseen/unknown existing damages, or modifications not consistent with instructions provided within the contract documents. Manhattan 11.C.d 7e 616 CAO Packet Pg. 302 11.C.d Co rer COU14ty Section Three - General Conditions B Fstimate LAA Packet Pg. 303 11.C.d c CD C a) E x a) O U N O am co Q L O Packet Pg. 304 a x a muffin 73 �� F� f f i n � O e A Atgici5l'8[f�$ �519•Sl 8 �i� Z9 ,a j w� - Z a lR z n 6 a� I JIL 9 7 S „ g yytt R�; flfl vp A a 9 14 1 Fa NEI; till A-1 ri I oc s o oc w Q g g g G S i yy gg 3 A — -- �Ci a 0 Z'o G f Z a W O Q g on 3p$a - F3 a • ¢ 11.C.d c CD C a) E x a) O U N O am co Q L O Packet Pg. 304 11.C.d Go xer Gomilty Section Four - II. CA Packet Pg. 305 11.C.d Allowances Collier County Sports Complex — Phase 1A Maples, Florida Construction Documents March 26, 2019 Vertical Buildinas 1.1A Welcome Center $ 2,010,970 LS 1.113 Restroom and Concession $ 1,227,000 LS 1.1C Maintenance Building $ 737,000 LS 1.1 D Satellite Restroom $ 586,479 LS 1.1E Ticket Office $ 199,320 LS 1.1 F Sherriff/Caretaker Quarters $ 100,000 LS Note: Allowances for vertical buildings were established by cost per gross square foot of each building based on preliminary design drawings. 1.2 Shade Structures $ 518,400 LS 1.3 Monument Signs $ 125,000 LS 1.4 Park Interior Site Lighting $ 120,000 LS 1.5 Signage 1 Identifying Devices $ 80,000 LS 1.6 Construction Materials Testing $ 70,000 LS 1.7 Flagpoles $ 7,700 LS CD E a) E a X am a E 0 U 0 0M co ti N CA10 Packet Pg. 306 11.C.d Corrkr County Section L!"Ireliminary Constructimy Schedule II. 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LJ LJ U o. ~ K oC K iK a K tr o[ z z z K K u. uQ a to 4 ¢ 4 Q Q 4 4 ¢ w w w F 4 t p O O O 6 4 O O 0 O p O O O W O r Q W O w O N O M O p Q w O h O Packet Pg. 319 W w .-I N N a m a V w - d rl ❑ w ❑ N ❑ .1 q .-I ❑ Q w ❑ rl ❑ fY q vl N © VI a a a w a a UI UI wn in wto VI to IN x'0ou s� m Emrn (n02 t > d 0 U It Q N VI T 41 ❑ � U �1 O U co a n C .� 11.C.d c c c c c c c c c c U U V u U U u U U tutnn L L Cu d m C v C m C m L m G d G v o N 0 N o rn rn rn rn rn o m m m rn rn m m rn rn d y d W W W W A A H A l J l A Ul W W W .i e -I AH N .-I rl r1 r1 H r=1 W N H H �7f a 0 la LaQ L6 16 VS Iz # � � O O Q o O 6 p U u V U u u U u u U E E E m m rn m m rn 0 0 0 0 0 0 0 0 C u vv m vJ >>> o 0 0 o tl p p 0 U V V u U U U U V V L tV C W C N N © �n ❑ N ❑ N O N ❑ N ❑ N N 6 ❑ N ❑ N Q VI ❑ VI L.� N N C] ❑ N ❑ w ❑ LLL V1 .-. �y . � . V1 =. N =- N . � . -. � .. � .. VI .-. 'U � "d N ✓1 N N V1 IJI N !n N N Vl � M N UI N Q aci �i �E Q N y p1 y p� y rn dpi W M HEti N 01 y Qf y T y 01 a n 2 u u u u u u u u u u u u v u u u x aQ aN a"1 aQ aQ a� a� a� aN aQ m m m E'E� C C U E E E C .2 E i] X F 4) aWn.. p > ? 7 7 > > ] ani cnd vla cn uio cn� N� �s 1n� cns 7 7 J 7 7 7 > 7 Q, m rn rn rn m m m rn rn m m rn rn m m rn m rn m rn m rn m rn rn rn rn „m. p o 0 0 0 0 o a o tl p o 0 0 0 0 o a o tl n p o 0 0 o a o 0 `i �`n 10 0 n 0 o a o 0 0 o n p 0 N 0 0 0 0 0 o p n q p o 0 0 0 0 0 0 0 Q cn m a+ o+ rn m w s m rn rn m o rn rn m ai mr1 rnr4 mN rn m rn0 � 0 0 0 a 0 0 ri 0 0 0 0 0 a 0m 0 0m N C m ry C C ry ry ry C C 1" C N N N N C C ry C W C C 00 Vl Ul 1+1 VI ul V1 ul o N If}LnW ID w W coW W �A w �P 10 1p l0 w�L lO l0 19 W rWV C W l0 I ;y r{ ,--7 N N N fY N N N N N N N N N N N N N N tl q N p N O O O o o p p o o O O O o n n p O O o O O O o O O o o U 0 0 0 0 n p o 0 0 0 0 0 0 n p p o 0 0 0 o a o 0 0 0 o n a Y L O V d O N L O 2 a r a x 0 U N r O O. 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N rl ry M r{ N .-1 M N N r1 r1 N N N p q O 0 O 0 O O q p O O O O O O O M 0 0 N o p r4 o N 0 M 0 V o .-I p o 0 0 0 ¢ ¢ Q¢ rO ¢ Q a 4 �^ 1O p '+ Packet Pg. 320 © o -ANN NO, N ° N a L aa� LU LU E ❑. m M'r Ln N 0) O N Lei r•7 N .c 0 0 N C Q X -0W v>� OL 'n E dj Ur° M C� a LA au L y � QU U1 vl T N i� Q z 0 U a) O V co It LD n ,p O c n V L`s LL m 9� (a L c No m m m rn m a+ rn �� rn m m rn a1 m rn 0 0 0 0 0 0 0 0 0 0 0 0 0 as o 0 N N IA V1 V1 h VI N N Vn N 0 0 0❑❑ � 6 O O❑ L.] p A � �❑ UI UY U1 V1 UI N N 171 N V1 Ur 111 N UI VI VI m m io m m m u m v m v m v a u m m u v m u m m m m m m m m m m m m m m m m O 0 a 0 0 ry N N o O d p 0 0 O O 0 d O o O O O O m m m m m m m m m m m m m m m m ri M M M H N H N M ti w�O w C l0 C^ l0 Z3 C to C wt0 w �➢ C C In w C 10 C W C �O C �O C �O l4 C C SO N O N O O 0 N O N O N O N N O O N O N O N C? N O N O N N Q O N N O O O O O O O O O O O O O O [] O O W J ❑ W Q vi U Ln Q z O © Y Z z a W o � O toU p N w❑ J ❑ J O w❑ O z z Ln z o R O Q z 0 z a w w G m K 0 3 Ln z z z J z z a J w J , 0O K N Cc o 0 0 9 9 a a o o o O OJ m m m O m M ❑ a a� w �j 14- W +n Q Z a wF w w w G w W V w o X µ1 U z U z U a w V z V z a a w a v1 v ❑ �r v ❑ 0. v u1 w In W 2 z z U Z z C7 C7 l7 U W C7 l'J l7 C7 N W W w z W w 2 Z 2 2 2n Z Z Z z 2 Z 9 Z 9 9 O J © 9 ❑ 4 4 3>> > m 7 m ❑�4 �� m� m m m m m w m o 0 0 0 0 Noy No 0 0 o a o 0 0 0 0 a a a a a a a a a a a a a a a-0 a rc d 0 0 171 i!1 V1 In N N H F 11.C.d Packet Pg. 321 x 'a CIO v>� ami E am U to M � C T 0 L N T v CL 7 � O Z U N O u Co LO r O.. 11.C.d Packet Pg. 322 N ++ C E u C p � � o U � `j O PI j N i m � N Y" ui N pi .ti 11.C.d Packet Pg. 322 p. � o n � a m o a ui N pi .ti p sj p n o 0 a� o w a m ro o N Q Q a n ri m a rn N w n O O H O O v of m m N � � in of rri � a a m o o o m m y F N t'r e u y o 0 u u Cl ❑ ❑ ❑ ❑ C7 U E E E E E E E E E E q o o O O O o o o O f+l M M M M m m Al M M O o O O O O 2 N b p N iD N N IO N N 01 N O� O1 .-I Q1 rl 6i rd Ot r-1 Ol H 61 N 61 N O1 N N m Vl Ill 1!1 N N m Ill ul ri ri ri rl N N N .-� N o O p p o 0 o a a o L N VI U1 N VI N N V7 VI N v w w y a a v • v m v v a � n o a � a a m o m n n o 0 v a a '� a ni m m tQv w a of ai pa K oo ry rn �� LL W c� w n w a g Z' w E N O O V o o 0 o Wn- O ro u u u 0 l7 3: 11.C.d Packet Pg. 322 11.C.d Co ger County Section Eight - Packet Pg. 323 7� 0 0004 W 0 r Packet Pg. 324 EXHIBIT F: PUBLIC PAYMENT BOND Bond No. Contract No. 17-7198 KNOW ALL MEN BY THESE PRESENTS: That as Principal, and , as Surety, located at (Business Address) are held and firmly bound to as Obligee in the sum of ($ ) for the payment whereof we bind ourselves, our heirs, executors, personal representatives, successors and assigns, jointly and severally. WHEREAS, Principal has entered into a contract dated as of the day of 20 , with Obligee for in accordance with drawings and specifications, which contract is incorporated by reference and made a part hereof, and is referred to herein as the Contract. THE CONDITION OF THIS BOND is that if Principal: Promptly makes payment to all claimants as defined in Section 255.05(]), Florida Statutes, supplying Principal with labor, materials or supplies, used directly or indirectly by Principal in the prosecution of the work provided for in the Contract, then this bond is void; otherwise it remains in full force. Any changes in or under the Contract and compliance or noncompliance with any formalities connected with the Contract or the changes do not affect Sureties obligation under this Bond. The provisions of this bond are subject to the time limitations of Section 255.05(2). In no event will the Surety be liable in the aggregate to claimants for more than the penal sum of this Payment Bond, regardless of the number of suits that may be filed by claimants. IN WITNESS WHEREOF, the above parties have executed this instrument this day of 20 , the name of each party being affixed and these presents duly signed by its under -signed representative, pursuant to authority of its governing body. Signed, sealed and delivered in the presence of: PRINCIPAL Witnesses as to Principal STATE OF _ COUNTY OF 561Pa!!c SECOND AMENDMENT TO AGREEMENT k 17-7199 BY: NAME: ITS: 11.C.d Packet Pg. 325 11.C.d c m E The foregoing instrument was acknowledged before me this day of 20_, by as of E , a corporation, on behalf of the corporation. He/she a is personally known to me OR has produced as identification and did (did not) take an oath. x m a E My Commission Expires: j (Signature of Notary) r L 0 NAME: (Legibly Printed) N (AFFIX OFFICIAL SEAL) Notary Public, State of 0 Commission No.: v ATTEST: SURETY: o M (Printed Name) L a� (Business Address (Authorized Signature) Witnesses to Surety (Printed Name) OR As Attorney in Fact (Attach Power of Attorney) Witnesses (Printed Name) (Business Address) (Telephone Number) STATE OF 571Pap v SECOND AMENDMENT TO AGREEMENT M 17-7198 M Packet Pg. 326 COUNTY OF The foregoing instrument was acknowledged before me this day of 120 , by as of me OR has produced not) take an oath. My Commission Expires: (AFFIX OFFICIAL SEAL) ss 111 SECOND AMENDMENT TO AGREEMENT N 17-7199 Surety, on behalf of Surety, He/She is personally known to as identification and who did (did (Signature) Name: (Legibly Printed) Notary Public, State of- Commission fCommission No.: 11.C.d Packet Pg. 327 PUBLIC PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS: as Principal, as Bond No. Contract No. 17-7198 That and Surety, located Address) are held and firmly bound to Obligee in the sum at (Business as of ($ ) for the payment whereof we bond ourselves, our heirs, executors, personal representatives, successors and assigns, jointly and severally. WHEREAS, Principal has entered into a contract dated as of the day of 20 with Obligee for in accordance with drawings and specifications, which contract is incorporated by reference and made a part hereof, and is referred to herein as the Contract. THE CONDITION OF THIS BOND is that if Principal: 1. Performs the Contract at the times and in the manner prescribed in the Contract; and 2. Pays Obligee any and all losses, damages, costs and attorneys' fees that Obligee sustains because of any default by Principal under the Contract, including, but not limited to, all delay damages, whether liquidated or actual, incurred by Obligee; and 3. Perforins the guarantee of all work and materials furnished under the Contract for the time specified in the Contract, then this bond is void; otherwise it remains in full force. Any changes in or under the Contract and compliance or noncompliance with any formalities connected with the Contract or the changes do not affect Sureties obligation under this Bond. The Surety, for value received, hereby stipulates and agrees that no changes, extensions of time, alterations or additions to the terms of the Contract or other work to be performed hereunder, or the specifications referred to therein shall in anywise affect its obligations under this bond, and it does hereby waive notice of any such changes, extensions of time, alterations or additions to the terms of the Contract or to work or to the specifications. This instrument shall be construed in all respects as a common law bond. It is expressly understood that the time provisions and statute of limitations under Section 255.05, Florida Statutes, shall not apply to this bond. In no event will the Surety be liable in the aggregate to Obligee for more than the penal sum of this Performance Bond regardless of the number of suits that may be filed by Obligee. IN WITNESS WHEREOF, the above parties have executed this instrument this day of , 20 , the name of each party being affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body. 5911'a� c SECOND AMENDMENT To AGREEMENT N 17-7198 11.C.d Packet Pg. 328 Signed, sealed and delivered in the presence of: Witnesses as to Principal STATE OF COUNTY OF PRINCIPAL C NAME: ITS: The foregoing instrument was acknowledged before me this day of , 20 , by , as of a corporation, on behalf of the corporation. He/she is personally known to me OR has produced as identification and did (did not) take an oath. My Commission Expires: (AFFIX OFFICIAL SEAL) ATTEST: Witnesses as to Surety Witnesses 60 111 a P, SECOND AMENDMENT TO AGREEMENT # 17-7198 Name: (Signature) (Legibly Printed) Notary Public, State of: Commission No.: SURETY: (Printed Name) (Business Address) (Authorized Signature) (Printed Name) OR As Attorney in Fact (Attach Power of Attorney) (Printed Name) 11.C.d c m E c m E X m a E 0 U r 0 a ti N Packet Pg. 329 (Business Address) (Telephone Number) STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of 20 by , as of , a Surety, on behalf of Surety. He/She is personally known to me OR has produced as identification and who did (did not) take an oath. My Commission Expires: Name: (Signature) (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public, State of: Commission No.: GS1Pae SECOND AMENDMENT TO AGREEMENT 4117-7198 11.C.d Packet P�33O EXHIBIT G CONSTRUCTION MANAGER'S STANDARD RATES Tale 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 Pro'Proiect Manauer $110 Assistant Project Manager $75 $65 Project Scheduler $115 Senior Superintendent $135 $110 Senior Safety Man $65 Field office Manaaer $57 6211'alc SECOND AMENDMENT TO AGREEMENT H 17-7198 11.C.d CD E a) Q x a) a E 0 U 1= 0 om co v ti N DD Packet Pg. 331 EXHIBIT H: RELEASE AND AFFIDAVIT FORM COUNTY OF (COLLIER) STATE OF (FLORIDA) Before me, the undersigned authority, personally appeared who after being duly sworn, deposes and says: (1) In accordance with the Contract Documents and in consideration of $ to be received, ("Contractor") releases and waives for itself and it's subcontractors, material -men, successors and assigns, all claims demands, damages, costs and expenses, whether in contract or in tort, against the Board of County Commissioners of Collier County, Florida, relating in any way to the performance of the Agreement between Contractor and Owner, dated ,20 for the period from to . This partial waiver and release is conditioned upon payment of the consideration described above. It is not effective until said payment is received in paid funds. (2) Contractor certifies for itself and its subcontractors, material -men, successors and assigns, that all charges for labor, materials, supplies, lands, licenses and other expenses for which Owner might be sued or for which a lien or a demand against any payment bond might be filed, shall be fully satisfied and paid upon Owner's payment to Contractor. (3) Contractor agrees to indemnify, defend and save harmless Owner from all demands or suits, actions, claims of liens or other charges filed or asserted against the Owner arising out of the performance by Contractor of the Work covered by this Release and Affidavit. (4) This Release and Affidavit is given in connection with Contractor's [monthly/final] Application for Payment No. CONTRACTOR BY: Witness ITS: President DATE: Witness [Corporate Seal] STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of 120 by , as of a corporation, on behalf of the corporation. He/she is personally known to me or has produced as identification and did (did not) take an oath. My Commission Expires: (AFFIX OFFICIAL SEAL) 6311'a�--e SECOND AMENDMENT TO AGREEMENT R 17-7198 (Signature of Notary) NAME: (Legibly Printed) Notary Public, State of Commissioner No.: 11.C.d Packet Pg. 332 11.C.d EXHIBIT I FORM OF CONTRACT APPLICATION FOR PAYMENT let'.County Board o' Coun ° CointnWioners the OWNER :or Collier Caun` Water' -Seaver :f Owner's Project Manager's Name: Bid No. County's Division Name Pro'ect No. Submitted by Contractor Representative: Name Application Date: Contractor's Name & Address; Payment Application No. Original Contract Time: Ori incl Contract Price: $ Revised Contract Time: Total Change Orders to Date: $ Revised Contract Amount: $ Total Value of Work Completed & Stored to Date: $ Retainage @10% through Insert Date $ Retainage @ 10% through [Insert date] $ Retainage @ % after Insert data $ Less Retainage $ Total Earned Less Retainage $ Less previous payment(s Percent Work Completed to Date; % AMOUNT DUE THIS APPLICATION: $ Percent Contract Time Completed to Date: % Liquidated Damages to Be Accrued $ Remaining Contract Balance $ ATTACH SCHEDULE OF VALUES AND ACCOMPANYING DOCUMENTATION TO THIS APPLICATION CONTRACTOR'S CERTIFICATION: The undersigned CONTRACTOR certifies that: (1) all previous progress payments received from OWNER on account of Work done under the Contract referred to above have been applied to discharge in full all obligations of CONTRACTOR incurred in connection with Work covered by prior Applications for Payment numbered I through inclusive; (2) title to all materials and equipment incorporated in said Work or otherwise listed in or covered by this Application for Payment will pass to OWNER at time of payment free and clear of all liens, claims, security interests and encumbrances (except such as covered by Bond acceptable to OWNER); (3) all amounts have been paid for work which previous payments were issued and received from the OWNER and that current payment is now due; and (4) CONTRACTOR has only included amounts in this Application for Payment properly due and owing and CONTRACTOR has not included within the above referenced amount any claims for unauthorized or changed Work that has not been properly approved by Owner in writing and in advance of such Work. Contractor's Name Contractor's Si nature: Date: Type Title: Shall be signed by an authorized relgresentalive of the Contractor. Pa ment to the CONTRACTOR for. the:above AMOUNT DUE Ttll[S APIVLICATION is recommeii4. d..by. Design Professional's Name: Signature: Date: .Pa menf'to the CONTRACTOR br the'above AMOUNTI}UE:THIS APPI I.CATION is tecommenaed.b Owner's Pro'ect Manager dame: Si nature: Date: bd 111 a e SECOND AMENDMENT TO AGREEMENT h 177198 Packet Pg. 333 SCHEDULE OF VALUES Padad To: ' Explanation for the two Columns under Previous Applications: The Thru Date Is where you will place all Information until the contract Is Complete unless a release or reduction of retainage IM into play. If this happens, all information up to the dale of the %change In retainage Is placed in the Thru Dale column. Information after that date Is. plated In the Since Date column. This statt. what has happened since the change In retainage. 651Pa c SECOND AMENDMENT TO AGREEMENT 9 17-7198 11.C.d CD E d E Q K d O U to O 0M co ti N Packet Pg. 334 EXHIBIT J CONSENT OF SURETY (following this page) 66111 a , c SECOND AMENDMENT TO AGREEMENT 9 17-7198 11.C.d Packet Pg. 335 11.C.d CONSENT OF SURETY OWNER ❑ ARCHITECT ❑ TO FINAL PAYMENT CONTRACTOR ElAIA DOCUMENT G707 -LECTRONIC FORMAT E SURETY ❑ OTHER ❑ THIS DOCUb1ENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR jLIODIFICATION A UTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUAIENT Alit l' BE ilf,4DE BY USING AIA DOCUMENT D401, TO OWNER: ARCHITECT'S PROJECT NO.: (Name and address) PROJECT: CONTRACT FOR: (Name and address) CONTRACT DATED: In accordance with the provisions of the Contract between the Owner and the Contractor as indicated above, the (Insert nahne and address of Surety) ,SURETY, on bond of (Insert naahe and address of Contractor) ,CONTRACTOR, hereby approves of the final payment to the Contractor, and agrees that final payment to the Contractor shall not relieve the Surety of any of its obligations to (Insert name and address of Owner) as set forth in said Surety's bond. IN WITNESS WHFREOF, the Surety has hereunto set its hand on this date: (Insert in writing the month followed by the numeric date and year.) Attest: (Seal): (Su -09 (Signature of authorized representative) (Printed name and title) , OWNER, ® 1994 THE AMERICAN INSTITUTE Of ARCHITECTS, 1739WASHINGTON,000 -52 . A M 0- E CONSENT OF SURETY TO FINAL PAYMENT - 1994 EDITION - AIAV - WARNING: Unlicensed photocopying violates U.S. copyright laws and will � subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: g707mast.ala --1!7/2003. AIA License Q Number 1113723, which expires on 10/31/2043. Electronic Format G707.1994 1 Packet Pg. 336 r� 11.C.d Bond No. CONSENT OF SURETY TO REDUCTION IN OWNER ❑ OR PARTIAL RELEASE OF RETAINAGE ARCHITECT ❑ AIA DOCUMENT G707A - ELECTRONIC FORMAT CONTRACTOR ❑ SURETY ❑ OTHER THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICA'T'ION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA TO OWNER: ARCHITECT'S PROJECT NO.: (Name and address) PROJECT: Name and address) CONTRACT FOR: CONTRACT DATED: In accordance with the provisions of the Contract between the Owner and the Contractor as indicated above, the (Insert name and address of Surety) , SURETY, on bond of (Insert name and address of Conlraclor) ,CONTRACTOR, hereby approves the reduction in or partial release of retainage to the Contractor as follows: The Surety agrees that such reduction in or partial release of retainage to the Contractor shall not relieve the Surety of any of its obligations to (Insert name and address ofOrvner) as set forth in said Surety's bond. IN WITNESS WHEREOF, the Surety has hereunto set its hand on this date: (Insert in wriling the month followed by the numeric date andyear.) Attest: (Seal); (Swety) (Signalure of authorized representative) (Printed nanre and tide) , OWNER, INSTITUTE0 1994 THE AMICAN ARCHITECTS, 3 OR AVENUE, G , D,C. 20006-5292. AIA DOCUMEN G 07A - v CONSENT'OF SURETY TO REDUCTION IN OR PARTIAL RELEASE OF RETAINAGE - 1994 EDITION - AIA@ - WARNING: Unlicerised photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the Q AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: g7O7amst.aia -- 11`712003. AIA License Number 1113723, which expires on 1013112003. Electronic Format G707A - 1994 Packet Pg. 337 A€) EXHIBIT K: CHANGE ORDER Change Order Form Contractg: Changeg:= Purchase Order*: Project#:� ContractorlFimt Name: Project Name: Project Manager Name Depattment: Ckiginsl CantrectlNor& Lader Amount OrIginst BCC Apprcva( Hate; Agenda Item #. Currant BCC Approvad Amount Last BCC Approval {tate; A.Qenda Item # Current Carttract'W crit Order Amount SAP Contact Expiration Date {Mast+ r} Dollar Ar»ountaF this Change#!DIV`Oi Total Change from Original Amount RavisadCentrsctWork Order Total 5 0.00 ODIWO! 'Ch sngefrom Current BCC Apprcved Amount Cunvilstiv& Changes S nn0 #?Li1U101 'chap efromCurrentAmcunt Completion Date, Description of,the Tasks} Change, and Rationale for. the Change 0aticeto ProceeOriginal Last Approved Revised Date Date Completion Date Date {tnVtrrscnar)g=) #of Days Added Select Tasks f7Addnewtask(s) MDeletetask(s) QChangetask(s) gOther (seao,-OAJ Provide a response to the following: 1.} detailed and speeifie exp lanationhational e of the requestedchangels) to the task(s) and f or the additional days added (if requested}; 2.1 why this change was not included in theoriginal contract; and, 3.) describe the impact 9 this change is not processed. Attach additional information from tte Design Professional andfor Contractor if nse—de3. Prepared by: Date: (Project Manager Name and Deparlmant) AcceptanceoflhisChange-Order shallconstituleamodificationtocontrad1workordertoal€th?5ame terms and conditions as contained in the contract J workorder irrdcated atxsve, as fuftyas 9 the same were stated in this accaplanoe. Th, - adjustment, if any, tolh_Contract shall constitute a full arud final settlement of any and allctsims of the ContramrI Verdori Cons chanlI Design Professional arising out of or related to the char4e set forth herein, including claims for impail and delay costs. Accepted by: bate: (Contractor l Vendor i Consultant i Design Professional and Name of Firm, if proj--ct applicable) Approved by: Date: (Design Professional arra Nante of Firm, if project applicable) Approved by: Date: (Pre,: urement Professional n. =7. 0Z`3Z -' 67111 SECOND AMENDMENT TO AGREEMEN'r x 17-7198 11.C.d Packet Pg. 338 A( EXHIBIT L: FINAL PAYMENT CHECKLIST Bid No.: Project No,: Date: 120 Contractor: The following items have been secured by the for the Project known as and have been reviewed and found to comply with the requirements of the Contract Documents. Original Contract Amount: Final Contract Amount: Commencement Date: Substantial Completion Time as set forth in the Agreement: Calendar Days. Actual Date of Substantial Completion: Final Completion Time as set forth in the Agreement: Calendar Days. Actual Final Completion Date: YES NO 1. All Punch List items completed on 2, Warranties and Guarantees assigned to Owner (attach to this form). 3. .Effective date of General one year warranty from Contractor is: 4, 2 copies of Operation and Maintenance manuals for equipment and system submitted (list manuals in attachment to this form), 5. As -Built drawings obtained and dated: 6. Owner personnel trained on system and equipment operation. 7. Certificate of Occupancy No.: issued on (attach to this form). 8. Certificate of Substantial Completion issued on 9. Final Payment Application and Affidavits received from Contractor on: 6811'.ugc SECOND AMENDMENT TO AGREEMENT V 17-7199 11.C.d Packet Pg. 339 10. Consent of Surety received on 11. Operating Department personnel notified Project is in operating phase. 12. All Spare Parts or Special Tools provided to Owner: 13. Finished Floor Elevation Certificate provided to Owner: 14, Other: If any of the above is not applicable, indicate by NIA. If NO is checked for any of the above, attach explanation. Acknowledgments: By Contractor: (Company Name) (Signature) (Typed Name & Title) By Design Professional: (Firm Name) (Signature) (Typed Name & Title) By Owner: (Department Name) (Signature) (Name & Title) 6811'.ugc SECOND AMENDMENT TO AGREEMENT V 17-7199 11.C.d Packet Pg. 339 • In • • 0 L 0 a -A. 4. res 4 , .4 4 4 .4 44 _ 4 • 4 4 4 4 4 • 4444444%4 f 44 L_—V A ®•� NJ: [ L 4r : 4 a 4 . ` M 114b, `- t t t • ' �s.�rs.�Ni.a • • •..111.N.M 416 4 44 t t t t 4444444444444 4 o� so cia s 0 I W d I J O W it t 1 L — r�i1 h Q �.. 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IU as • of W W 041 ME u � O bJo � Z � � O O o 't ME u ct � O bJo � Z � � O O o cd O M � O N N ^ N O ct CIA ct 64 a� w bj ct U ct bJo � Z i � v� N O o cd O bIJ x L N � ct ct ct 5�} Z a� w N M bQ ct ct O a0 1 � Z O � v� N O o cd O bIJ x L N � N Z bQ ct ct O a0 4-4 C40 O � v� N O o cd O bIJ x 2 N Z 5�} Z a� w •� a0 4-4 C40 N � v� N Z bA o cd O bIJ x � a� w N M ct ct •� O 00 N � v� N Z bA Q� cd O 21 Sll NO , N E C 22 F7 no C u F7 D I i 0 0 0 W U o LLQ O El i n l_Y�IIIIIIIIII YmF - 0 F 0 I L- SECOND AMENDMENT TO AGREEMENT # 17-7198 FOR CONSTRUCTION MANAGEMENT AT RISK CONTRACT CONSTRUCTION PHASE SERVICES FOR COLLIER COUNTY SPORTS COMPLEX PROJECT NO: 50156 DATE OF CONTRACT: March _, 2019 PROJECT NAME AND Construction Manager at Risk Services For LOCATION: Collier County Sports Complex Project Naples, Florida 34117 CONSTRUCTION MANAGER: Manhattan Construction (Florida), Inc. 3705-1 Westview Drive Naples, FL 34104 (239)643-6000 Florida GCG #1525079 DESIGN PROFESSIONAL: Davidson Engineering, Inc. 4365 Radio Road #201 Naples, Florida 34104 IIP Ii Sc SECOND AMENDMENT TO AGREEMENT 917-7198 CAO THIS SECOND AMENDMENT, is made and entered into as of this day of March, 2019 by and between Board of County Commissioners, Collier County, Florida, a political subdivision of the State of Florida, hereinafter referred to as the "Owner" 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, on February 13, 2018, Agenda Item 16.D.21, the County entered into an Agreement with CONSTRUCTION MANAGER for Construction Management at Risk services for Preconstruction Phase Services for the Collier County Sports Complex (the "Agreement"); and WHEREAS, pursuant to Section XI.E., Basis of Guaranteed Maximum Price, of the Agreement, the parties agreed to Amend the Agreement to specifically address the future incorporation of the Construction Phase Services portion of the project; and WHEREAS, on September 25, 2018, the Parties entered into a First Amendment to the Agreement for Phase 0 GMP#001 Lake Excavation, Clearing & Grubbing services for the Collier County Sports Complex; and WHEREAS, the Parties wish to amend the Agreement to incorporate the Phase 1A — GMP#02 — Horizontal and Vertical Work Package, set the Guaranteed Maximum Price for this Phase of the project, as well as establishing the Construction Manager's Fee, and including all other provisions necessary to promote the successful performance of the Construction Phase of the project, as reflected in the Construction Phase Services Additional Terms and Conditions (attached hereto). NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, it is agreed by the parties as follows: 1. CONSTRUCTION MANAGER'S FEE. The Construction Manager's Fee for work or services performed during the Construction of Phase IA — GMP#02 - Horizontal and Vertical Work Package in the amount of Nine -Hundred Nineteen Thousand Five Hundred and Fifty -Three 00/100 Dollars ($919,553.00). 2. COST OF THE WORK. The total cost of Phase lA — GMP#02 -Horizontal and Vertical Work Package is Twenty -Nine Million Eight Hundred Thirty -Eight Thousand Two Hundred Twelve and 00/100 ($29,838,212.00). 3. GUARANTEED MAXIMUM. Pursuant to Section XI. Basis of Guaranteed Maximum Price, of the Agreement and as otherwise more specifically set forth in this Amendment, the Construction Manager's Guaranteed Maximum Price for Phase 1A — GMP#02 - Horizontal and Vertical Work Package only, including the Construction Manager's Fee and cost of the Work is Thirty Million Seven Hundred Fifty -Seven Thousand Seven Hundred Sixty -Five ($30,757,765.00). See Exhibit E, attached. This cost is for the performance of the Work in accordance with the Contract Documents listed and attached to this First Amendment, which is incorporated herein. 4. CONTRACT TIME. The total time beginning with the Construction Phase 1A — GMP#02 - Horizontal and Vertical Work Package Work Commencement Date to the date of Substantial Completion of the Work is 13 months calendar days ("Contract Time"). 5. AMENDMENT TO CONSTRUCTION PHASE SERVICES ADDITONAL TERMS AND CONDITIONS. The Construction Phase Services Additional Terms and Conditions attached to the First Amendment to the Agreement is hereby revised and replaced per attached Exhibit 1. 2 P a g e SECOND AM MWKT TO AGREEMENT#17-7198 CAO IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Amendment on the date and year first written above. ATTEST: Crystal K. Kinzel, Clerk of Courts and Comptroller 0 Dated: (SEAL) CONSTRUCTION MANAGER's Witnesses: First Witness Type/print witness name Second Witness Type/print witness name 31'ngc &W llq 0131Q,■AMIN' 01IN2I�I.71 Board of County Commissioners, Collier County, Florida, a political subdivision of the State of Florida M William L. McDaniel, Jr., Chairman CONSTRUCTION MANAGER: Manhattan Construction (Florida), Inc. By: Gordon Knapp, Senior Vice President - Florida Approved as to Form and Legality: Scott R. Teach Deputy County Attorney Exhibit 1 Construction Phase Services Additional Terms and Conditions ARTICLE DESCRIPTION PAGE 1. THE CONSTRUCTION TEAM AND EXTENT OF AGREEMENT ......................... 8 1.1 The Construction Team................................................................................................. 8 1.2 Extent of Agreement...................................................................................................... 8 1.3 Definitions..................................................................................................................... 9 2. CONSTRUCTION MANAGER'S SERVICES............................................................ 10 2.1 General.......................................................................................................................... 10 2.2 Review of Contract Documents and Field Conditions .................................................. 10 2.3 Job -Site Facilities and Weather Protection.................................................................... 11 2.4 Construction Phase........................................................................................................ 11 3. OWNER'S RESPONSIBILITIES................................................................................. 22 3.1 Owner's Information...................................................................................................... 22 3.2 Owner's Representative................................................................................................. 22 3.3 Design Professional's Agreement.................................................................................. 22 3.4 Site Survey And Repots............................................................................................... 22 3.5 Approvals And Easements............................................................................................ 23 3.6 Legal Services............................................................................................................... 23 3.7 Drawings And Specifications........................................................................................ 23 3.8 Cost Of Surveys And Reports....................................................................................... 23 3.9 Project Fault Defects..................................................................................................... 23 3.10 Funding.......................................................................................................................... 23 3.11 Lines Of Communication.............................................................................................. 23 3.12 Lines Of Authority........................................................................................................ 23 3.13 Permitting & Code Inspections..................................................................................... 24 4. PERMITTING AND INSPECTION .................................................. 4.1 Building Permits................................................................................. 4.2 Code Inspections................................................................................ 24 24 24 5 SUBCONTRACTS....................................................................................................... 24 5.1 Definition....................................................................................................................... 24 5.2 Proposals...................................................................................................................... 24 5.3 Required Subcontractors' Qualifications And Subcontract Conditions ........................ 24 5.4 Responsibilities For Acts And Omissions.................................................................... 26 5.5 Subcontracts To Be Provided........................................................................................ 26 5.6 Payment to Subcontractors........................................................................................ 26 4111,,, SECOND AMENDMENT TO AGREEMENT 4 17-7198 ARTICLE DESCRIPTION PAGE 6. SCHEDULE, TIME OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 27 6.1 Project Substantial Completion Date, Project Final Completion Date And Owner Occupancy 27 Date.............................................................................................................. 6.2 Liquidated Damages........................................................................................................... 26 6.3 For Delay in Substantial Completion................................................................................ 26 6.4 For Delay in Final Completion.......................................................................................... 27 6.5 Construction Manager Delay.............................................................................................. 28 6.6 Date of Owner Occupancy................................................................................................. 28 7. GUARANTEED MAXIMUM PRICE FOR CONSTRUCTION ...................................... 28 7.1 Guaranteed Maximum Price (GMP) Proposal................................................................... 28 7.2 GMP Amendment (Amendment No. 1) (see, Exhibit E) .................................................. 28 7.3 GMP Allowance.................................................................................................. 29 7.4 GMP Final Completion........................................................................................... 29 7.5 GMP General Conditions and General Requirements........................................................ 29 8. CONSTRUCTION MANAGER'S FEF................................................................................ 30 8.1 Fee........................................................................................................................................ 30 8.1.1 Preconshvction Phase Fee.................................................................................................... 30 8.1.2 Construction Phase Fee........................................................................................................ 30 9. COST OF THE WORK................................................................................................... 30 9.1 Definition............................................................................................................................. 30 9.2 Direct Cost Items................................................................................................................. 30 10, CHANGE IN THE PROJECT............................................................................................. 33 10.1 Change Orders...................................................................................................................... 33 10.2 Claims For Additional Cost Or Time................................................................................... 34 10.3 Minor Changes In The Project............................................................................................. 34 10.4 Emergencies......................................................................................................................... 34 11. DISCOUNTS AND PENALTIES....................................................................................... 34 11.1 Discounts And Penalties...................................................................................................... 34 12, PAYMENTS TO THE CONSTRUCTION MANAGER .................................................... 35 12.1 Monthly Applications for Payments.................................................................................... 35 12.2 Final Payment...................................................................................................................... 36 12.3 Payments To Subcontractors............................................................................................... 37 12.4 Delayed Payments By Owner.............................................................................................. 37 12.5 Payments For Materials And Equipment............................................................................. 37 12.6 Withholding Payments To Subcontractors........................................................................... 37 s P a ,- SECOND AMENDMENT TO AGREEMENT Y 17-7198 N ARTICLE DESCRIPTION PAGE 13. INSURANCE, INDEMNITY AND WAIVER OF SUBROGATION ............................... 38 13.1 Indemnity ............................................................................................................................. 38 13.2 Construction Manager's Insurance....................................................................................... 38 13.3 Owner's Insurance................................................................................................................. 40 13.4 Other Insurance Terms.......................................................................................................... 40 13.5 Waiver Of Subrogation........................................................................................................ 41 14. TERMINATION OF THE AGREEMENT AND OWNER'S RIGHT TO PERFORM 42 CONSTRUCTION MANAGER'S OBLIGATION............................................................. 14.1 Termination By The Construction Manager........................................................................ 42 14.2 Owner's Right To Perform Construction Manager's Obligations And Termination 42 ByOwner For Cause........................................................................................................... 14.3 Termination By Owner Without Cause............................................................................... 43 15. ASSIGNMENT AND GOVERNING LAW ..................................... ............... I ................ .. 44 15.1 Assignment Consent............................................................................................................ 44 15.2 Governing Laws................................................................................................................... 44 16. NOTICE OF CLAIM; WAIVER OF REMEDIES; PROCEDURE FOR DELAY CLAIM 44 16.1 Notice of Claim..................................................................................................................... 44 16.2 Resolution of Claims and Disputes, Generally..................................................................... 44 16.3 Venue..................................................................................................................................... 45 16.4 Remedy for Delay.................................................................................................................. 45 16.5 Waiver of Consequential Damages........................................................................................ 45 17. MISCELLANEOUS 45 17.1 Harmony................................................................................................................................ 45 17.2 Apprentices............................................................................................................................. 46 17.3 Applications for Payment....................................................................................................... 46 17.4 Construction Manager's Project Records................................................................................. 46 17.5 Minority Participation............................................................................................................ 46 17.6 Construction Managers Payment Rights................................................................................ 46 17.7 Public Entity Crime Information Statement............................................................................ 46 17.8 Unauthorized Aliens................................................................................................................ 46 17.9 Electronic Mail Capabilities.................................................................................................... 47 17.10 Captions and Section Headings............................................................................................... 47 17.11 Agreement Preparation........................................................................................................... 47 17.12 Third Party Beneficiaries........................................................................................................ 47 17.13 Definition of «day„................................................................................................................. 47 17.14 Statutory Disclosures................................................................................... 47 611' a @ c SECOND AMENDMENT TO AGREEMENT N I7-7199 EXHIBITS DESCRIPTION A Construction Team Assigned Representatives B Construction Manager's Key Personnel Assigned to the Project C Certificate of Substantial Completion D Construction Manager's Final Payment Affidavit E GMP Proposal F Payment and Performance Bond Form G Construction Manager's Standard Rates H Release and Affidavit Form I Form of Contract Application for Payment J Consent of Surety K Change Order L Final Payment Check List ?I P , , � SECOND AMENDWNT TO AGREEMENT # 17-7198 CAO ARTICLE 1 THE CONSTRUCTION TEAM AND EXTENT OF AMENDMENT The Construction Manager accepts the relations of trust and confidence established between it and the Owner by this Amendment. Construction Manager covenants with the Owner to: furnish Construction Manager's best skill and judgement and to cooperate with the Design Profession in furthering the interests of the Owner. Construction Manager agrees to furnish efficient business administration and superintendence and use its best efforts to complete the Project in the best, most expeditious and economical manner consistent with the interest of the Owner. 1.1 The Construction Team - The Construction Manager, Owner's representative, and the Design Professional, called the "Construction Team", shall work jointly during design and through final construction completion and shall be available thereafter should additional services be required. The Design Professional will provide leadership during the Preconstruction Phase with support from the Construction Manager and the Construction Manager shall provide leadership to the Construction Team on all matters relating to construction. The specific representatives of the "Construction Team" are shown in Exhibit A attached. 1.2 Extent of Amendment — Upon execution, this Second Amendment to Contract No. 17-7198, "Agreement for Construction Manager at Risk Preconstruction Phase Services Collier County Sports Complex" located in Naples, FL, 34117, between -the Owner and the Construction Manager specifically amends that Agreement to address the Construction Phase Services portion of the project, to incorporate the Phase IA — GMP#02 -Horizontal and Vertical Work Package guaranteed maximum proposal, establish the Construction Manager's Fee and to include all other provisions necessary to promote the successful subsequent performance of the Construction Phases of the project. This Amendment supersedes any prior negotiations or representations with respect to the Construction Phase Services for this project, with respect to Phase 1A-GMP#02- Horizontal and Vertical Work Package, and for subsequent phases of the Project, subject to further amendments by the Parties. When drawings, specifications and other descriptive documents defining the work to be included under a construction authorization are complete, they shall be identified in the construction authorization issued by Owner's Representative. When drawings, specifications and other descriptive documents defining the work to be included in the Guaranteed Maximum Price (GMP) are sufficiently complete, an Amendment to the Agreement shall be signed by the Owner and Construction Manager, acknowledging the GMP amount and the drawings, specifications and other descriptive documents upon which the GMP is based. To expedite the preparation of this GMP Amendment by the Owner, the Construction Manager shall (i) obtain three (3) sets of signed, sealed and dated drawings; (ii) obtain one (1) reproducible set of drawings; (iii) obtain specifications and other documents upon which the GMP is based from the Design Professional; (iv) shall acknowledge on the face of each document of each set that it is the set upon which Construction Manager based its GMP; and shall send one set of the documents to Owner's Representative along with its GMP Proposal (see, subsection 7.1). Construction Manager shall keep one set for himself and return one set to the Design Professional. The GMP Proposal shall include the following sections: Section One: GMP Budget Summar Section Two: GMP Clarifications and Assuna tions Section Three: General Conditions Budget Estimate Section Four: Allowances i re uired Section Five: GMP Aggregate Bid Tabulations a 111a,., SECOND AMENDMENT TO AGREEMENT N 17-7198 9 Section Six: Preliminaty Construction Schedule Section Seven Document Rider— List of Contract Documents (including Plans and S eci tcations to which the GMP Budget is based upon) Section Eight Site Utilization Plan Section Nine Value Engineering Tracker i re uired The final subcontractor bid tabulations shall be provided within ten (10) business days of approval of this contract or prior to the issuance of the notice to proceed, whichever occurs first. This Amendment shall not be superseded by any provisions of the documents for construction and may be amended only by written instrument signed by both Owner and Construction Manager, 1.3 Definitions: Allowances- Generally, the term "Allowance" shall mean a line item in the budget identified in the schedule of values that has not been fully designed but desired in the Project and included in the GMP. The Construction Manager shall seek the Owner's approval when the item is ready to be included in the construction. The allowance will be part of the GMP and subject to the Construction Manager's fee. Unused allowance shall be reallocated to the Owner's Contingency after the item has been completed and reduced in the final calculation for the Construction Manager's fee. Design Professional- Davidson Engineering, Inc., 4365 Radio Road, #201, Naples, FL 34104 Construction Manager- Manhattan Construction (Florida), Inc., 3705-1 Westview Drive, Naples, FL 34104 (239) 643-6000 Estimate- The Construction Manager's latest estimate of probable project construction cost. Owner - Board of County Commissioners of Collier County, Florida Owner's Contingency- Owner's Contingency shall be an amount, determined by the Owner, which will be available to the Owner to pay for Project costs which are expressly chargeable to the Owner or determined to be the Owner's responsibility. This contingency shall not be included in the calculation for the Construction Manager's fee. If the Owner uses this Owner Contingency to add scope to the Work of the Construction Manager, the Construction Manager's fee, insurance, bonds and any applicable added General Conditions will be included in the Change Order to add the scope. Owner's Representatives The person or person(s) designated by the Owner to provide direct interface with the Construction Manager with respect to the Owner's responsibilities. Permitting Authority- Any governmental agency having jurisdiction over any portion of the Project. Project- The Project is the total work to be performed under this Agreement. The Project consists of permitting, zoning, construction and code inspection for Project No. 50156, Collier County Sports Complex, Naples, Florida, 34117, necessary to build the various phased component parts of the Project. 9 1 Pa," SECOND AMENDMENT TO AGREEMENT 0 17.7198 CA ARTICLE 2 CONSTRUCTION MANAGER'S SERVICES The services which the Construction Manager shall provide include, but are not limited to, those described or specified herein. The services described or specified shall not be deemed to constitute a comprehensive specification having the effect of excluding services not specifically mentioned. 2.1 General — The Construction Manager shall perform the Work of the Project in accordance with the Contract Documents. Unless stated differently in any GMP Amendment, the Construction Phase shall commence after the Owner's acceptance of the Construction Manager's GMP Proposal and upon the Owner's issuance of a Notice to Proceed (hereinafter the "Commencement Date"). Within five (5) calendar days after issuance of the Notice to Proceed, the Construction Manager shall deliver to the Owner a detailed Project Schedule. This Project Schedule shall also include the calendar dates for the delivery or completion of all documents, reports, or other data, as required by this Agreement. Until the Project has reached a stage of Final Completion, the Construction Manager shall report on the progress of the Project to the Owner as provided herein. 2.2 Review of Contract Documents and Field Conditions (1) By execution of this Amendment, the Construction Manager represents that it has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. (2) Because the Contract Documents are complementary, the Construction Manager shall, before starting each Phase of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Article 3, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Construction Manager and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Construction Manager shall promptly report to the Design Professional any errors, inconsistencies or omissions discovered by the Construction Manager. It is recognized that the Construction Manager's review is made in the Construction Manager's capacity as a contractor and not as a licensed design professional. (3) The Construction Manager is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Construction Manager shall promptly report to the Design Professional any nonconformity discovered by the Construction Manager. (4) If the Construction Manager believes that additional cost or time is involved because of clarifications or instructions the Design Professional issues in response to Construction Manager's notices or requests for information pursuant to Sections 2.2(2) or 2.2(3), the Construction Manager shall notify the Owner and Design Professional. If the Construction Manager performs the obligations of Sections 2.2(2) and/or 2.2(3), the Construction Manager shall not be liable to the Owner or Design Professional for damages resulting from errors, inconsistencies or omissions in the Contract Documents, for differences between field measurements or conditions and the Contract Documents, or for nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities. 101 r21� SECOND AMENDNIENT TO AGREEMENT # 17-7198 CA 2.3 Job -Site Facilities and Weather Protection (1) Job -Site Facilities — The Construction Manager shall arrange for all job -site facilities necessary to enable the Construction Manager to perform its duties in the management and supervision of construction. Tangible personal property otherwise referred to as job -site facilities, include but are not limited to such things as trailers, toilets, and any other equipment necessary to carry on the Project. The Construction Manager shall ascertain what temporary enclosures, if any, of building areas should be provided for in order to assure orderly progress of the work in periods when extreme weather conditions are likely to be experienced. When Construction Manager wishes to supply job -site facilities from his own equipment pool, he shall first evaluate buy versus lease as discussed in the paragraph above. If leasing is found to be the least expensive approach, then he may lease such job -site facilities from his own equipment pool subject to the Owner's approval. All such facilities purchased will become the property of the Owner at the conclusion of the Project. The Construction Manager shall maintain ownership responsibilities of such facilities until the project conclusion. Reimbursement for cost of such equipment will be made at the conclusion of the Project at the documented purchase price. At that time, the Construction Manager shall provide the Owner with a complete inventory for each unit of equipment. The inventory shall describe the equipment and identify the purchase price, serial number, model number and condition. Where said equipment has a title, said title shall be properly transferred to the Owner or to his designee. The Construction Manager is responsible for proper care and maintenance of all equipment while in his control. 2.4 Construction Phase (1) Construction Manager's Staff - The Construction Manager shall maintain sufficient off-site support staff, and competent full time staff at the Project site authorized to act on behalf of the Construction Manager to coordinate, inspect and provide general direction of the work and progress of the subcontractors and shall provide no less than those personnel during the respective phases of construction that are set forth in Exhibit B to this Agreement. Construction Manager shall not change any of those persons named in Exhibit B unless mutually agreed to by the Owner and Construction Manager. In such case, the Owner shall have the right of approval of the qualifications of replacement personnel. Such approval will not be unreasonably withheld. (2) Lines of Authority - The Construction Manager shall establish and maintain lines of authority for its personnel, and shall provide this definition to the Owner, the Subcontractors, the Design Professional and the Owner's Representatives, to provide general direction of the work and progress of the various phases and subcontractors. Construction Manager shall have full authority and responsibility to administer the Subcontractors and suppliers working under its tier. (3) Schedule Provisions - The Construction Manager shall provide subcontractors and the Owner, its representatives and the Design Professional, with sufficient copies of the documents as required to identify their scopes during the Construction Phase, identify milestones, beginning and finishing dates, their respective responsibilities for performance and the relationships of III P . , � SECOND AMENDMENT TO AGREEMENT N 1]-)198 CAO their work with respect to suppliers and other subcontractors. The Construction Manager shall also continue to provide current scheduling information and provide direction and coordination regarding milestones, beginning and finishing dates, responsibilities for performance and the relationships of the Construction Manager's work to the work of its subcontractors and suppliers to enable them to perform their respective tasks so that the development of construction progresses in a smooth and efficient manner in conformance with the overall project schedule. The schedule shall include all phases of the construction work, material supplies, long lease procurement, approval of shop drawings, change orders in progress, schedules for change orders, and performance testing requirements. The Construction Manager shall advise the Owner, its representatives and the Design Professional of their required participation in any meeting or inspection giving each at least one week notice unless such notice is made impossible by conditions beyond its control. Construction Manager shall hold job -site meetings at least once each month with the Construction Team and at least once each week with the subcontractors and the Design Professional's Field Representative, or more frequently as required by work progress, to review progress, discuss problems and their solutions and coordinate future work with all subcontractors. (4) Solicitation of Bids (a) Construction Manager shall prepare invitations for bids, or requests for proposals when applicable, for all procurements of long lead items, materials and services, and for Subcontractor contracts. Such invitations for bids shall be prepared in accordance with the following guidelines. Award of bid shall be given to the lowest, qualified, responsive vendor: Contracts not exceeding $15,000 may be entered into by the Construction Manager with the firm, which submits the lowest verbal responsible and responsive quotation. The Construction Manager shall request a minimum of three (3) verbal quotations. These quotations shall be entered on a bid tabulation sheet and a copy of such tabulation sent to the Owner, Design Professional and to each firm. The successful quotation shall be confirmed by written contract or purchase order to the low bid firm defining the scope and quality of work to be provided. 2. Contracts exceeding $15,000 but not exceeding $50,000 may be entered into by the Construction Manager with the firm who is qualified and submits the lowest responsible and responsive proposal. The Construction Manager shall obtain written bids/proposals from a minimum of three (3) firms based on approved plans and specifications. The written bids/proposals shall all be submitted to the Design Professional and the Owner for approval. A tabulation of the results shall be furnished to the Owner, Design Professional and to each firm. 3. Contracts exceeding $50,000 may be entered into by the Construction Manager with the firm who is qualified and submits the lowest responsible and responsive bid/proposal. In obtaining bids/proposals, the Construction- Manager shall ensure that its award practices provide fair and equitable opportunities for a broad range of vendors/contractors to respond to the Owner's needs. The Construction Manager shall obtain written bids/proposals from a minimum of three (3) firms based on approved plans and specifications, when available. Bids/proposals shall be received and submitted to the Design Professional and the Owner for approval. Should the Construction Manager receive less than three (3) bids/proposals, it may proceed only 12 1 P n . SECOND AMENDMENT TO AGREEMENT 9 17-7198 W if the Design Professional certifies to the Owner that the recommended pricing is reasonable, and representative of the market and the Owner agrees. 4. Site utilities may be acquired at market rates from the entity(ies) providing such in the franchise area. 5. Bidding shall not be required for change order work with subcontractors who Construction Manager is already under subcontract. 6. Construction Manager hereby discloses that it has a relationship to the following entities: Safezone Glass and Glazing and Spectrum Contracting. Owner acknowledges that these entities are not disqualified from the subcontractor bidding process or from being awarded a subcontract solely because of this relationship., (b) As part of such preparation, the Construction Manager shall review the specifications and drawings prepared by the Design Professional. Ambiguities, conflicts or lack of clarity of language, use of illegally restrictive requirements, and any other defects in the specifications or in the drawings noted by the Construction Manager shall be brought to the attention of Owner's Representative and Design Professional in written form. (c) For each separate construction subcontract, the Construction Manager shall, unless waived by Owner, conduct a pre-bid conference with prospective bidders, the Design Professional and Owner's Representative. In the event questions are raised which require an interpretation of the bidding documents or otherwise indicate a need for clarification or correction of the invitation, the Construction Manager shall transmit these to the Design Professional and upon receiving clarification or correction in writing shall prepare an addendum to the bidding document, and issue same to all of the prospective bidders. (d) The Construction Manager shall establish a qualification procedure for applicable subcontract trades. (e) Prior to awarding any subcontract for an amount over $25,000, the Construction Manager shall conduct a pre -award conference with the awarded bidder at the receipt of subcontractor bids. The Design Professional and the Owner's Representative shall be invited to all such meetings. At the pre -award meeting, the Construction Manager and prospective subcontractor shall review all aspects of the scope of the work to assess the capability of the subcontractor to fulfill the needs of the Project, including the subcontractor qualification information required pursuant to Article 5.3.2. Subjects covered may include schedule, manufacturers used in bidding the work, manpower, supervisory personnel, value engineering suggestions, etc. Within forty-eight (48) hours of the pre -award conference, the Construction Manager shall decide whether to accept or reject the lowest responsive bidder and to enter into the same process with the next lowest bidder. The Construction Manager shall make sure that the Design Professional and the Owner are in agreement with the Construction Manager when choosing not to accept the lowest bidder due to his professional opinion that the low bidder will not be able to meet the quality desired, schedule, or other factors identified by the Construction Manager, The GMP approved in this contract will reflect that the parties agree with the selection of subcontractors. 131r agc SECOND AMENDMENT TO AGREEMENT 917-7198 (�'AQ (5) Bonds — The Construction Manager shall provide to the Owner a Payment and Performance Bond in the form attached hereto as Exhibit F, and cost of such Bond shall be included as Cost of the Work in the GMP. (6) Quality Control - The Construction Manager shall develop and maintain a program, acceptable to the Owner and Design Professional, to assure quality control of the construction. Construction Manager shall supervise the work of all subcontractors providing instructions to each when their work does not conform to the requirements of the plans and specifications and Construction Manager shall continue to exert its influence and control over each subcontractor to ensure that corrections are made in a timely manner so as to not affect the efficient progress of the work. Should disagreement occur between the Construction Manager and Design Professional over acceptability of work and conformance with the requirements of the specifications and plans, the Owner shall be the final judge of performance and acceptability. (7) Subcontractor Interfacing - Construction Manager shall be the single point of interface with all subcontractors for the Owner and all of its agents and representatives including the Design Professional. Construction Manager shall negotiate all change orders, field orders and request for proposals, with all affected subcontractors and shall review the costs of those proposals and advise the Owner and Design Professional of their validity and reasonableness, acting in the Owner's best interest prior to requesting approval of each change order from the Owner. Before any work is begun on any change order, a written authorization from the Owner must be issued. However, when health and safety are threatened, the Construction Manager shall act immediately to remove the threat to health and safety. Construction Manager shall also carefully review all shop drawings and then forward the same to the Design Professional for review and actions. The Design Professional will transmit them back to the Construction Manager who will then issue the shop drawings to the affected subcontractor for fabrication or revision. Construction Manager shall maintain a suspense control system to promote expeditious handling. Construction Manager shall request the Design Professional to make interpretations of the drawings or specifications requested of him by the subcontractors and shall maintain a suspense control system to promote timely response. Construction Manager shall advise Owner's Representative and Design Professional when timely response is not occurring on any of the above. (8) Permits - The Construction Manager with assistance of Design Professional shall secure all necessary building and site permits, required zoning changes, and all necessary utility connection permits (collectively, the "Permits"). Collier County charges and fees in connection with securing such permits, zoning changes and utility connections shall be paid directly by the Owner. If Construction Manager performs any work without first obtaining, or contrary to, such permits, Construction Manager shall bear all costs arising therefrom. (9) Job Site Requirements (a) The Construction Manager shall provide for each of the following activities as a part of the Construction Phase General Conditions costs: 1. Maintain a log of daily activities, including manpower records, weather, delays, major decisions, etc. 2. Maintain a roster of companies on the Project with names and telephone numbers of key personnel. 14 1 P n g c SECOND AMENDMENT TO AGREEMENT N 17-7198 CA 3. Establish and enforce job rules governing parking, clean-up, use of facilities and worker discipline. 4. Provide labor relations management for a harmonious, productive project. 5. Provide a safety program for the Project to meet OSHA requirements. Monitor for subcontractor compliance without relieving them of responsibilities to perform work in accordance with the best acceptable practice. 6. Provide a quality control program as developed under Article 2.4(6) hereinabove. 7. Miscellaneous office supplies that support the construction efforts, which are - consumed by its own forces. (b) The Construction Manager shall provide personnel and equipment or shall arrange for separate subcontracts to provide each of the following as a direct cost item: 1. Schedule the services of independent testing laboratories and provide the necessary testing of materials to ensure conformance to contract requirements. 2. The printing and distribution of all required bidding documents and shop drawings, including the sets required by any Permitting Authority. (10) Job Site Administration - The Construction Manager shall provide as a part of the General Conditions costs, job site administrative functions during construction to assure proper documentation, including but not limited to such things as the following: (a) Job Meetings - Hold weekly progress and coordination meetings to provide for an easy flowing project. Implement procedures and assure timely submittals, expedite processing approvals and return of shop drawings, samples, etc. Coordinate and expedite critical ordering including direct tax saving purchases and delivery of materials, work sequences, inspection and testing, labor allocation, etc. Review and coordinate each subcontractor's work. Review, and implement revisions to the Schedule. Monitor and promote safety requirements, In addition, regular Project status meetings will be held between the Design Professional, Owner and Construction Manager either biweekly or monthly, whichever is designated by the Owner's Representative. Use the job site meeting as a tool for preplanning of work and enforcing schedules and for establishing procedures, responsibilities, and identification of authority for all to clearly understand. Identify party or parties responsible for follow-up on any problems, delay items or questions and record course for solution. Revisit each pending item at each subsequent meeting until resolution is achieved. Require all present to make any problems or delaying event known to those present for appropriate attention and resolution. (b) Shop Drawing Submittals/Approvals - Provide staff to check shop drawings and to implement procedures for submittal and transmittal to the Design Professional of such drawings for action, and closely monitor their submittal and approval process. 151Na<< SECOND AM NDWNTTOAGREEbffiNTk 17-7198 9 (c) Material and Equipment Expediting - Provide staff to closely monitor material and equipment deliveries, critically important checking and follow-up procedures on supplier commitments of all subcontractors. (d) Payments to subcontractors - Develop and implement a procedure for review, processing, and payment of applications by Subcontractors for progress and final payments. (e) Document Interpretation - Refer all questions for interpretation of the documents prepared by the Design Professional to the Design Professional. (f) Reports and Project Site Documents - Record the progress of the project. Submit written progress reports to the Owner and the Design Professional including information on the subcontractor's work, and the percentage of completion. Keep a daily log available to Owner's Representative and Design Professional. (g) Substantial Completion — Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. Within 10 calendar days after the Construction Manager declares the Project to have reached a stage of Substantial Completion, (A) the Design Professional shall inspect the work and if he concurs with the Construction Manager issue a Certificate of Substantial Completion attesting thereto (See Exhibit C); and (B) the Construction Manager, Design Professional, and the Owner's representative shall walk through the Project and prepare one (1) written list (hereinafter the "Punch List") identifying specifically and in detail any Work that Owner reasonably believes needs to be completed before Final Completion is achieved. Construction Manager shall promptly commence and complete all work on the Punch List with reasonable diligence. During this time, Owner may withhold for the benefit of the Construction Manager an amount reasonably equivalent to 200% of the cost to complete the Punch List (as determined by Construction Manager) (hereinafter the "Punch List Holdback"). Construction Manager shall be entitled to the balance of the retainage, less the Punch List Holdback, and may include the balance of retainage, less the Punch List Holdback, in its next Payment Application. Warranties required by the Contract Documents shall commence on the date the Construction Manger receives both the Design Professional Certificate of Substantial Completion and the Owner's representative Punch List. The Owner and Design Professional punchlist shall be provided in a timely manner so as not to delay the Construction Manager from achieving Substantial Completion. (h) Final Completion- Monitor the Subcontractor's performance on the completion of the Project and provide notice to the Owner and Design Professional that the work is ready for final inspection. Secure and transmit to the Owner, through the Design Professional, all required guarantees, affidavits, releases, bonds and waivers, manuals, record drawings, and maintenance books including the Final Completion forms shown in Exhibits D and L. (i) Start -Up - With the Owner's personnel, direct the checkout of utilities, operations, systems and equipment for readiness and assist in their initial start-up and testing by the trade Construction Manager. 16111 , , , SECOND AWNDWW TO AGREEMENT 917-7198 9 (Ji) Record Drawines - During the progress of the work, the Construction Manager shall require the plumbing, air conditioning, heating, ventilating, elevator, and electrical subcontractors to record on their field sets of drawings the exact locations, as installed, of all conduit, pipe and duct lines whether concealed or exposed which were not installed exactly as shown on the contract drawings. The Construction Manager shall also record all drawing revisions that have been authorized by change order that effect wall or partition locations, door and window locations and other template changes. Within a reasonable degree of certainty, the routing of conduit runs shall be shown on these drawings. Each drawing shall be noted "Record Drawings" and shall bear the date and name of the subcontractors that performed the work. Where the work was installed exactly as shown on the contract drawings the sheets shall not be disturbed except as noted above. The Construction Manager shall review the completed Record Drawings and ascertain that all data furnished on the drawings are accurate and reasonably reflect the work as actually installed. When manholes, boxes, underground conduits, plumbing, hot or chilled water lines, inverts, etc. are involved as part of the work, the Construction Manager shall furnish true elevations and locations, all properly referenced by using the original bench mark used for the institution or for this project. (11) Administrative Records - The Construction Manager will maintain, unless agreed to otherwise by Owner's Representative, on a current basis, files and records such as, but not limited to the following: - Contracts or Purchase Orders - Shop Drawing Submittal/Approval Logs - Contract Drawings and Specifications with Addenda - Warranties and Guarantees - Cost Proposal Requests Payment Request Records - Meeting Minutes - Bulletin Quotations - Lab Test Reports - Insurance Certificates and Bonds - Contract Changes - Purchase Orders - "As -Built" Marked Prints - Operating & Maintenance Instruction - Daily Progress Reports - Monthly Progress Reports - Correspondence Files - Transmittal Records - Inspection Reports - Bid/Award Information The Project records shall be available at all times upon reasonable request to the Owner and Design Professional for reference or review and is otherwise subject to the Florida Public Records Act as previously provided in the Agreement. n1Pa, SECOND AF®MWW TO AGREEMENT X 17-7199 IJ (12) Owner Occupancy- The Construction Manager shall provide services during the design and construction phases, which will provide a smooth and successful Owner occupancy of the Project. Construction Manager shall provide consultation and project management to facilitate Owner occupancy and provide transitional services to get the work, as completed by the Construction Manager, "online" in such conditions as will satisfy Owner operational requirements. Construction Manager shall catalog operational and maintenance requirements of equipment to be operated by maintenance personnel and convey these to the Owner in such a manner as to promote their usability. Construction Manager shall provide operational training, in equipment use, for building operators. Construction Manager shall secure required guarantees and warranties, assemble and deliver same to the Owner in a manner that will facilitate their maximum enforcement and assure their meaningful implementation. Construction Manager shall continuously review "As -Built" Drawings and mark up progress prints to provide as much accuracy as possible. The Owner will not occupy or take control of the Project until the above items discussed in this paragraph have been completed and the "Substantial Completion," "Start -Up," "Record Drawing," and "Warranty" requirements specified in paragraphs 2.4(10)g, 2.4(10)h, 2.4(10)i, 2.4 (10)j and 2.4(13) have been completed to the Owner's satisfaction excluding the requirements for a warranty inspection nine months after Owner Occupancy. All documents referenced and needed for successful operation, extended warranties, and future maintenance will be submitted by the Construction Manager in both electronic and paper format prior to Owner Occupancy in each phase completed. (13) Warranty - Construction Manager warrants, for a period of one (1) year from the issuance of the Certificate of Substantial Completion, that the Work will be of good quality and new unless otherwise required or permitted by the Contract Documents, free from defective workmanship and materials, considering the construction standards for similar property in the County and State where the Work is performed, and that Construction Manager shall repair or replace, at its sole discretion, any defect. Design issues and aesthetic imperfections and conditions shall not be considered defects which Construction Manager is responsible. Manufacturers' warranties apply to the mechanical items and appliances and no other warranties are expressed, implied or provided. Subcontractor's warranties shall apply to all subcontractor work, and no other warranties are expressed, implied or provided. Requests for warranty work shall be in writing and sent to the Construction Manager (at its address listed herein), to the attention of its "Warranty Department." All warranty work will be performed during normal business hours and only by persons and/or entities and at times selected by Construction Manager. Owner shall permit Construction Manager within a reasonable time to inspect and repair or replace any such defect. Construction Manager's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Construction Manager, improper maintenance, improper operation, normal wear and tear and normal usage, and damage from others and weather. Owner agrees that no warranty is provided for settlement or separation of any ground floor slabs, sidewalks, paving, and other structures where (1) any building is located within one mile of the mean high water line of Gulf waters, bays, inlets, estuaries, and rivers; and (2) the settlement or Ia1rngc SECOND AMENDMENT TO AGREEMENT 9 174199 N separation is caused by the movement or subsidence of soils which were neither excavated, replaced, or otherwise prepared, to receive added loads by Construction Manager nor specified to be excavated, replaced, or otherwise prepared to receive added loads. This clause is not intended to relieve the Construction Manager of liability for any negligence in placing or compacting soils in accordance with the Contract Documents. The terms and provisions of this Agreement shall expressly survive Final Completion. This Warranty shall be Owner's sole remedy regarding any such defect(s). THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED. Except as set forth herein, no other warranties are expressed or implied by Construction Manager. This Warranty is conditioned upon Final Payment to Construction Manager. Construction Manager assigns to Owner all manufacturers' warranties, if any, for appliances and equipment. All Subcontractors' warranties for all work performed by Subcontractors will name the Owner or, upon written request of the Owner, shall be assigned by Construction Manager to the Owner (reserving all rights of recovery by Construction Manager against Subcontractors for any amounts incurred or damages suffered by Construction Manager as a result of Subcontractors' warranty ties) obligations and/or breach of warranty(ies)). The Construction Manager shall provide a detailed itemization of all manufacturer warranty items requiring registration. Owner acknowledges responsibility to register for any and all manufacturer warranties. Construction Manager expressly disclaims any liability for mold or mold related problems, not arising from negligent construction or the incorporation of defective materials into the project, and Owner assumes all risk arising out of or related to mold. The Construction Manager shall collect and deliver to the Owner any specific written warranties given by others as required by the Contract Documents. Also, the Construction Manager shall conduct, jointly with the Owner and the Design Professional, a warranty inspection nine (9) months after the date of Owner Occupancy for each phase accepted by the Owner. The warranty inspection shall be scheduled by the Construction Manager at the time of Owner Occupancy. (14) The Property - Except as expressly provided within the scope of this Agreement, Owner acknowledges that Construction Manager has made no geological or environmental tests of the Property or the improvements currently located thereon. Owner warrants to Construction Manager that the Property is suitable for the construction called for under this Agreement and further warrants that no adverse subsurface conditions are known to Owner that will materially impede Construction Manager's performance under this Agreement. Owner agrees that Construction Manager shall not be liable or responsible for any losses, claims, damages, and/or costs, in whole or in part, due to, because of, caused by, arising out of, and/or related to any soil, subsurface and/or unusual sub -soil conditions including, but not limited to, water flows, buried fill/materials, foreign materials, and/or flood zones or wetland determinations by the Department of Environmental Protection. CONSTRUCTION MANAGER EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OR GUARANTIES CONCERNING SOIL, SUB -SOIL AND/OR SUBSURFACE CONDITIONS ON THE PROPERTY AND EXISTING IMPROVEMENTS THEREON, INCLUDING ANY AND ALL WARRANTIES OF HABITABILITY OR MERCHANTABILITY. Owner expressly assumes all risk of any and all losses, delays, claims, and/or damages, in whole or in part, to the land and projects due to, because of, caused by, arising out of, and/or related to soil, sub -soil, or subsurface conditions, whether or not any such adverse conditions could have been discovered prior to any type of settlement or subsidence, in whole or in part, by appropriate testing with the exception of playing fields. If any adverse condition exists, are discovered, and/or become known to 19111ag, SECOND AMENDMENT TO AGREEMENT #174198 0 the Construction Manager, the Construction Manager shall promptly notify Owner, who shall assume all costs thereof. Owner may, at Owner's sole cost and expense, have performed on Owner's behalf, any geological or environmental tests that Owner deems prudent, prior to the Commencement Date. The Construction Manager shall warranty the soil conditions and materials from the elevation of excavated and cleared grade to the finish grade for all playing surfaces and final construction materials. (15) Sales Tax Savings and Direct Purchase Program- Construction Manager shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. No markup shall be applied to sales tax. Additionally, as directed by Owner and at no additional cost to Owner, Construction Manager shall comply with and fully implement the sales tax savings program with respect to the Work, as set forth in section (a) below. (a) Notwithstanding anything herein to the contrary, because Owner is exempt from sales tax and may wish to generate sales tax savings for the Project, Owner reserves the right to make direct purchases of various construction materials and equipment included in the Work ("Direct Purchase"), Construction Manager shall prepare purchase orders to vendors selected by Construction Manager, for execution by Owner, on forms provided by Owner. Construction Manager shall allow two weeks for execution of all such purchase orders by Owner. Construction Manager represents and warrants that it will use its best efforts to cooperate with Owner in implementing this sales tax savings program in order to maximize cost savings for the Project. Adjustments to the Contract Amount will be made by appropriate Change Orders for the amounts of each Owner Direct Purchase, plus the saved sales taxes. A Change Order shall be processed promptly after each Direct Purchase, or group of similar or related Direct Purchases, unless otherwise mutually agreed upon between Owner and Construction Manager. With respect to all Direct Purchases by Owner, Construction Manager shall remain responsible for coordinating, ordering, inspecting, accepting delivery, storing, handling, installing, warranting and quality control for all Direct Purchases. Notwithstanding anything herein to the contrary, Construction Manager expressly acknowledges and agrees that all Direct Purchases shall be included within and covered by Construction Manager's warranty to Owner to the same extent as all other warranties provided by Construction Manager pursuant to the terms of the Contract Documents. In the event Owner makes a demand against Construction Manager with respect to any Direct Purchase and Construction Manager wishes to make claim against the manufacturer or supplier of such Direct Purchase, upon request from Construction Manager Owner shall assign to Construction Manager any and all warranties and Contract rights Owner may have from any manufacturer or supplier of any such Direct Purchase by Owner. (b) Construction Manager represents and warrants that it is aware of its statutory responsibilities for sales tax under Chapter 212, Florida Statutes, and for its responsibilities for Federal excise taxes. (c) The GMP shall only include those taxes that are legally enacted at the time the GMP is established and are the lawful responsibility of the Owner. (d) Any and all administrative costs incurred by the Construction Manager to administer the purchase in the name of the Owner shall be considered to be included in the GMP. No addition shall be added to the contract amount because of the service provided 20 111 SECOND AMENDMENT TO AGREEMENT 4 17-9198 C80 by Construction Manager in the purchase of property, materials, etc., in the name of the Owner. (e) The Owner's Sales Tax Savings Program shall be administered in accordance with the following terms and conditions. Construction Manager's contracts with trade subcontractors shall include the provisions for the Owner's Sales Tax Savings Program. (f) Construction Manager shall be responsible for negotiating, ordering, coordinating production schedules with vendor(s), inspecting, accepting delivery, storing, handling, installing, and quality control for the materials/equipment purchased hereunder. Without limiting the generality of the foregoing, the purchase of material/equipment by Owner shall not amend, alter or modify the obligations of Construction Manager under this Agreement with respect to ordering, scheduling, inspecting, accepting deliveries, storing, handling, installing and quality control of the direct purchase materials/equipment. (g) Within sixty (60) days of Construction Manager and Owner agreeing on the GMP, Construction Manager shall provide Owner's Representative with a written list of vendors, materials/equipment, quantities and costs for items which Construction Manager proposes Owner purchase directly pursuant to the terms hereof. Construction Manager shall select qualified vendors and obtain competitive prices for all such direct purchase materials/equipment. (h) Owner's Representative will review the list provided by Construction Manager and inform Construction Manager of the acceptability of individual items and of Owner's intention to proceed or not proceed with direct purchases. If Owner intends to proceed with direct purchases, Construction Manager will provide a revised list (if necessary) to the Owner's Representative's satisfaction and shall assist Owner's Representative's Representative in preparing and issuing purchase orders for the direct purchase items. (i) Purchase orders for direct purchase items shall be prepared by Owner and issued directly to the vendor(s). 0) Concurrently with issuance of each purchase order for material/equipment, the Construction Manager shall issue a corresponding deductive Change Order(s) reducing the GMP by an amount equal to the cost of the material/equipment, including sales tax, included in the original GMP. (k) Construction Manager will coordinate submittals, fabrication and delivery of all direct purchase items. Construction Manager will inspect, receive and store all direct purchase items at the Project site. Upon inspection and possession by the Construction Manager, the direct purchase items shall be deemed incorporated into the Project and become the full responsibility of the Construction Manager. (1) Owner's Representative will have each vendor forward to Construction Manager a duplicate invoice for direct purchases. Upon receipt of such invoice, Construction Manager shall promptly review and approve or reject (with reason in writing for such rejection) each invoice and incorporate the invoices into the next payment request to Owner's Representative for payment processing. (m) Title to any materials/equipment purchased pursuant to the terms hereof shall vest in the Owner upon receipt from a vendor. Owner shall bear risk of loss for any materials 211P.gg SECOND AMENDMENT TO AGREEMENT 91]-]198 purchased pursuant to the terms hereof commencing upon delivery of the materials to the Owner by the vendor and terminating when the materials/equipment are incorporated into the Project. Upon incorporation into the Project of such materials, Construction Manager shall bear sole cost and responsibility for remedy of defective materials or damage during the course of construction. (n) The Owner shall obtain such insurance as the Owner deems necessary, at the Owner's sole cost and expense, to insure the Owner for the full replacement cost of any materials purchased by the Owner pursuant to the terms hereof until such materials are incorporated in the Project. (o) Construction Manager shall be entitled to a Construction Manager's Fee for the value of all direct purchase materials and equipment purchased by Owner under this Article, plus any General Conditions costs and insurance premiums associated therewith. (q) Upon incorporation into the Project by Construction Manager, all direct purchase materials equipment purchased by Owner pursuant to this Article shall be subject to and covered by the insurance, bonds and warranties provided by Construction Manager to Owner under this Agreement and all warranties provided under purchase orders. (r) Nothing contained within this Article shall create or be construed as creating a partnership between the Owner and Construction Manager or to constitute the Construction Manager as an agent of the Owner. ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 Owner's Information - The Owner shall provide full, accurate and complete information regarding its requirements for the Project. THE OWNER EXPRESSLY WARRANTS THAT THE PLANS AND SPECIFICATIONS FOR THE PROJECT ARE ACCURATE, PRACTICAL, CONSISTENT OR CONSTRUCTIBLE. OWNER ACKNOWLEDGES THAT THE CONTRACTOR IS RELYING ON AND CAN REASONABLY RELY UPON THE OWNER'S REPRESENTATIONS AS PROVIDED HEREIN, 3.2 Owner's Representative - The Owner shall designate a representative who shall be fully acquainted with the Project and shall define the lines of Owner authority to approve Project Construction Budgets, and changes in Project. The Owner's designated representative, the "County's Administrative Agent," was previously identified on page 18 of Construction Manager At Risk Agreement No. 17-7198 executed by the Parties. Owner shall render decisions promptly and furnish information expeditiously. 3.3 Design Professional's Agreement - The Owner shall retain a Design Professional for design and construction document preparation for the Project. The Design Professional's services, duties and responsibilities are described in the Agreement between the Owner and the Design Professional, a copy of which will be furnished to the Construction Manager. The Agreement between the Owner and the Design Professional shall not be modified without written notification to the Construction Manager. 3.4 Site Survey and Reports - The Owner shall furnish for the site of the Project all surveys describing the physical characteristics, soil reports, and subsurface investigations, legal limitations, utility locations, and a legal description. 221Pap c SECOND AMENDMENT TO AGREEMENT 9 174198 W 3.5 Approvals and Easements - The Owner shall pay for necessary approvals, easements, assessments and charges required for the construction, use or occupancy of permanent structures or for permanent changes in existing facilities 3.6 Legal Services - The Owner shall furnish such legal services as may be necessary for providing the items set forth in Article 3.5 and such auditing services as Owner may require. 3.7 Drawings and Specifications - The Construction Manager will be furnished a reproducible set of all copies of Drawings and Specifications reasonably necessary and ready for printing. The following documents were provided to the Construction Manager and are the basis for the GMP: 1. Approved Plan Set for the Extension of City Gate Boulevard South 2. Specifications for the City Gate Boulevard North Lift Station Improvements 3. Specifications and Exhibits - City Gate Boulevard North Improvements from STA 3+80 to the Eastern Terminus Point of ROW 4. Approved Right -of -Way Permit Set for City Gate Boulevard North Right -of -Way Improvements 5. Approved SDP for Collier County Sports Complex and Events Center — Horizontal Construction 6. Site Civil, Playing Fields; and Landscaping Bid Memo and Specifications 3.8 Cost of Surveys & Reports - The services, information, surveys and reports required by the above paragraphs shall be furnished with reasonable promptness in accordance with the approved schedule at the Owner's expense, and the Construction Manager shall be entitled to rely upon the accuracy and completeness thereof. 3.9 Project Fault Defects - If the Owner becomes aware of any fault or defect in the Project or non- conformance with the drawings and specifications, Owner shall give prompt written notice thereof to the Construction Manager and Design Professional. 3.10 Funding — The Owner shall furnish in accordance with the established schedule, reasonable evidence satisfactory to the Construction Manager that sufficient funds will be available and committed for the cost of each part of the Project. The Owner's performance and obligation to pay under this agreement is contingent upon an appropriation of funds by the Collier County Board of County Commissioners. This is not a commitment of future budgetary funding. Authorization for continuation and completion of work and any associated payments for continuation or completion may be rescinded, with proper notice, at the discretion of the Owner if there is a reduction or elimination of future funding for this project. In this event, a § 14.3 "Termination by Owner Without Cause" shall be deemed to have occurred. The Construction Manager shall not commence any work, unless authorized in writing by the Owner. 3.11 Lines of Communication - The Owner and Design Professional shall communicate with the subcontractors or suppliers only through the Construction Manager while such method of communication is effective in maintaining project schedules and quality. 3.12 Lines of Authority - The Owner shall establish and maintain lines of authority for its personnel and shall provide this definition to the Construction Manager and all other affected parties. 231P ng c SECOND AMENDMENT TO AGREEMENT Y 17-7198 �` t�ti 3.13 Permitting & Code Inspections - The Owner will cooperate fully with Construction Manager in securing all necessary permits and zoning changes described in Article 2.4(8). ARTICLE 4 PERMITTING AND INSPECTION Before Construction can begin, it is necessary by statute for the Construction Manager to obtain a Building Permit. In addition, construction will be inspected for code compliance, compliance with drawings and specifications, and quality by inspectors working for the Permitting Authority. 4.1 Building Permits - The Construction Manager or duly authorized subcontractor, shall provide the required number of sets of documents, signed, sealed and dated by the Design Professional, with all addenda enclosed with each set to the Permitting Authority and obtain approval from the Permitting Authority prior to beginning construction. 4.2 Code Inspections - All projects require detailed code compliance inspections during construction in disciplines determined by the Permitting Authority. These disciplines normally include, but are not necessarily limited to, structural, mechanical, electrical, plumbing and general building. The Construction Manager shall notify the appropriate inspector(s), as required by the Permitting Authority, that the work is ready for inspection and before the work is covered up. Work not inspected and approved prior to cover-up shall be uncovered for inspection when directed by the Permitting Authority. All costs for uncovering and reconstruction shall be borne by the Construction Manager. All inspections shall be made for conformance with the applicable building codes, compliance with drawings and specifications, and quality. Cost for all re -inspections of the Work found defective and subsequently repaired shall be borne by the Construction Manager. ARTICLE 5 SUBCONTRACTS 5.1 Definition - A Subcontractor is a person or organization who has a direct contract with the Construction Manager to perform any of the work at the site. Nothing contained in the Contract Documents shall create any contractual relationship between the Owner or Design Professional and any subcontractor. 5.2 Proposals - Subject to Article 9 and, in accordance with Article 2.4(4), the Construction Manager shall request and receive proposals from Subcontractors and suppliers and will award those contracts to the qualified low bidder after Construction Manager has reviewed each proposal and is satisfied that the Subcontractor is qualified to perform the work. 5.3 Required Subcontractors' Qualifications and Subcontract Conditions 5.3.1 Owner's Approval of Subcontractors - Unless otherwise stated in the Contract Documents, the Construction Manager, as soon as practical after the Notice to Proceed is issued for Construction Phase services, shall furnish in writing to Owner's Representative for approval the names of the Subcontractors for each phase of the Work. Owner's Representative shall have 15 days from receipt of such Subcontractors' names to disapprove a Subcontractor. Construction Manager shall not z4I 1' SECOND AMENDMENT TO AGREEMENT M I7-7198 0 contract with any Subcontractor to whom Owner has disapproved. If Owner fails to disapprove within the time period stated herein, the Subcontractor shall be deemed approved by the Owner. 5.3.2 Sub -contractual Relations - By an appropriate written agreement, the Construction Manager shall require each Subcontractor to the extent of the work to be performed by the subcontractor, to be bound to the Construction Manager by the terms of the Contract Documents, and to assume toward the Construction Manager all the obligations and responsibilities which the Construction Manager by these Documents, assumes toward the Owner and the Design Professional. Said agreements shall preserve and protect the rights of the Owner and Design Professional under the Contract Documents with respect to the Work to be performed by the Subcontractor so that the subcontracting thereof will not prejudice such rights. Where appropriate, the Construction Manager shall require each Subcontractor to enter into similar agreements with its sub -Subcontractor. The Construction Manager shall make available to each proposed Subcontractor, prior to the execution of the subcontract, copies of the Contract Documents to which the Subcontractor will be bound by this Article 5.3 and identify to the Subcontractor any terms and conditions of the proposed subcontract which may be at variance with the Contract Documents. Each Subcontractor shall similarly make copies of such Documents available to its sub -Subcontractors. 5.3.3 Subcontract Requirements (1) On all subcontracts where the bid exceeds $100,000, the Construction Manager shall require Subcontractors to provide a 100% performance bond and a 100% labor and material payment bond from a surety company authorized to do business in the State of Florida by the Department of Insurance. If the Construction Manager wishes to award subcontracts to Subcontractors unable to supply this bonding, Construction Manager may request special authorization from Owner to do so. Upon providing justifiable background information, such authorization shall not be withheld unreasonably. Construction Manager has included in the GMP the value of 1.5% applied to all Subcontract values to cover the cost of Subcontractor Bonds, or at the option of the Construction Manager, the use of Subcontractor Default Insurance (SDI). If a Subcontractor is used that cannot qualify for Construction Manager's SDI Program, that Subcontractor will be required to provide bonds as stipulated above. For those Subcontractors not enrolled in SDI, the actual cost of the Subcontractor bonds shall be charged to the project and the SDI cost will not apply. (2) On all subcontracts where the bid exceeds $200,000.00, each Subcontractor must submit a completed experience questionnaire and financial statement on the form entitled "Experience Questionnaire and Construction Manager's Financial Statement", incorporated herein by reference or equivalent form supplied by Construction Manager. The Subcontractor's financial condition must demonstrate that adequate fixed and liquid assets and equipment are available to properly perform the subcontract. (3) Subcontractor experience - The Subcontractor must have successfully completed no less than two projects of similar size and complexity within the last five years. (4) Supervision - The Subcontractor must agree to provide field (on-site) supervision through a named superintendent for each trade (general concrete forming and placement, masonry, mechanical, plumbing, electrical and roofing) included in the subcontract. In addition, the Subcontractor shall assign and name a qualified employee for scheduling direction for its work. The supervisory employees of the Subcontractor (including field superintendent, foreman and 25 111yp e. SECOND AMENDMENT TO AGREEMENT 4 17-7198 schedulers at all levels) must have been employed in a supervisory (leadership) capacity of substantially equivalent level on a similar project for at least two years within the last five years. The Subcontractor shall include a resume of experience for each employee identified by him to supervise and schedule its work. (5) All subcontracts shall provide: a. LIMITATION OF REMEDY - NO DAMAGES FOR DELAY That the Subcontractor's exclusive remedy for delays in the performance of the contract caused by events beyond its control, including delays claimed to be caused by the Owner or Design Professional or attributable to the Owner or Design Professional and including claims based on breach of contract or negligence, shall be an extension of its contract time. In the event of a change in the work the Subcontractor's claim for adjustments in the contract sum are limited exclusively to its actual costs for such changes plus no more than 10% for overhead and profit. Each subcontract shall require the Subcontractor to expressly agree that the foregoing constitute the sole and exclusive remedies for delays and changes in the work and thus eliminate any other remedies for claim for increase in the contract price, damages, losses or additional compensation. b. Each subcontract shall require that any claims by Subcontractor for delay or additional cost must be submitted to Construction Manager within the time and in the manner in which the Construction Manager must submit such claims to the Owner, and that failure to comply with the conditions for giving notice and submitting claims shall result in the waiver of such claims. c. This subsection applies to Subcontractors only. Pursuant to Article 16.4, for delays, Construction Manager shall be entitled to an extension of the scheduled construction time (based upon the actual time impact to the Project because of the delay. 5.4 Responsibilities for Acts and Omissions - The Construction Manager shall be responsible to the Owner for the acts and omissions of its employees and agents and its subcontractors, their agents and employees, and all other persons performing any of the Work or supplying materials under a contract to the Construction Manager. 5.5 Subcontracts to be provided - The Construction Manager shall include a copy of each subcontract, including the general supplementary conditions. 5.6 Payment to Subcontractors - Construction Manager shall not be required to pay Subcontractors or suppliers until after it has received payment for said services by the Owner. After receiving payment, Construction Manager shall make payment to Subcontractors and suppliers in accordance with §218.735 ("Florida Local Government Prompt Payment Act. 261Pa _e SECOND AMENDMENT TO AGREEMENT M 17-7198 CAS ARTICLE 6 SCHEDULE, TIME OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 6.1 At the time a Guaranteed Maximum Price (GMP) is established, as provided for in Article 7, a Project substantial completion date, a Project final completion date and an Owner Occupancy date for completion of the Project phase in accordance with the master Project schedule, shall also be established by the Construction Team. The Construction Manager agrees to complete the construction in accordance with the agreed upon substantial completion date, final completion date and Owner Occupancy date. The Construction Manager acknowledges that failure to complete the Project phase within the construction time set forth in the approved schedule due to its own fault may result in substantial damages to the Owner, for all of which damages the Construction Manager shall be liable. 6.2 Liquidated Damages - The Construction Manager acknowledges and agrees that time is of the essence to this Agreement and that if completion and delivery of the Project to Owner is delayed, Owner will suffer damages which are difficult, if not impossible, to accurately quantify. Accordingly, if solely due to its own fault, Construction Manager fails to achieve Substantial Completion or Final Completion, or both, required by this Agreement, Construction Manager shall be liable to Owner for liquidated damages for unexcused delay as provided herein. Work completion delays, as identified in Sections 6.3 and 6.4, will be addressed as separate delays, and liquidated damages (hereinafter "Liquidated Damages"), which shall not run concurrently. The Construction Manager shall have no liability for Liquidated Damages or delay damages of any type or character if the Construction Manager and Owner are unable to agree upon a Guaranteed Maximum Price Amendment, 6.3 For Delay In Substantial Completion - Construction Manager shall pay Owner the sum of Two Thousand Dollars ($2,000.00) per day for every calendar day of unexcused delay in achieving Substantial Completion beyond the Substantial Completion Date, as said date may be extended as provided herein. Any sums due and payable hereunder by Construction Manager shall be payable, not as a penalty, but as Liquidated Damages representing an estimate of delay damages likely to be sustained by Owner, estimated at the time of executing this Agreement. When Owner reasonably believes that Substantial Completion will be inexcusably delayed, Owner shall be entitled but not required to withhold from any amounts otherwise due Construction Manager an amount then believed by Owner to be adequate to recover Liquidated Damages applicable to such delays. If and when Construction Manager overcomes the delay in achieving Substantial Completion, or any part thereof, for which Owner has withheld payment, Owner shall promptly release to Construction Manager those funds withheld, but no longer applicable, as Liquidated Damages. Liquidated Damages can be assessed by the Owner at Final Payment, subject to Construction Manager's right to reject Owner's assessment. 6.4 For Delay In Final Com len tion - If Construction Manager fails to achieve Final Completion within thirty (30) days after Substantial Completion, as said date may be extended as pyy'ovided herein, Construction Manager shall pay Owner the sum of Three Hundred Dollars ($300.e0) per day for each and every calendar day of unexcused delay in achieving Final Completion. Any sums due and payable hereunder by Construction Manager shall be payable, not as a penalty, but as Liquidated damages representing an estimate of delay damages likely to be sustained by Owner, estimated at the time of executing this Agreement. When Owner reasonably believes that Final Completion will be inexcusably delayed, Owner shall be entitled but not required to withhold from any amounts otherwise due Construction Manager an amount then believed by Owner to be adequate to recover Liquidated Damages applicable to such delays. If and when Construction Manager overcomes the delay in achieving Final Completion, or any part thereof, for which Owner has withheld payment, 271P age SECOND AMENDMENT TO AGREEMENT N 17-7198 CP Owner shall promptly release to Construction Manager those funds withheld, but no longer applicable, as Liquidated Damages. Liquidated Damages can be assessed by the Owner at Final Payment, subject to Construction Manager's right to reject Owner's assessment. 6.5 If the Construction Manager is delayed at any time in the commencement or progress of the Work by (1) an act or neglect of the Owner or Architect, of an employee of either, or of a Separate Contractor; (2) by changes ordered in the Work; (3) by labor disputes, labor shortages, market wide commodity shortages (including, but not limited to, fuel, steel and cement), fire, unusual delay in deliveries, unavoidable casualties, domestic or foreign terrorism, out -of -sequence or late delivery of design packages, abnormal weather or other causes beyond the Construction Manager's control; (4) by delay authorized by the Owner pending mediation, litigation, or binding dispute resolution; or (5) by other causes that may justify delay, then the Contract Time shall be extended by Change Order and the Construction Manager shall also be entitled to an increase in the Contract Sum by Change Order or equitable adjustment covering all costs incurred by Construction Manager, including additional General Conditions costs, insurance premiums, and bond costs. 6.6 Date of Owner Occupancy - The date of Owner Occupancy shall occur as described in Article 2.4(12) herein above. Warranties called for by this Agreement or by the Drawings and Specifications shall commence on the date of Substantial Completion being the same date the Owner's representative issues the Punch List for Substantial Completion not withstanding that items identified on the Punch List pending completion shall begin warranty period upon Final Completion. ARTICLE 7 GUARANTEED MAXIMUM PRICE FOR CONSTRUCTION 7.1 When the Design Development Documents are sufficiently complete to establish the scope of work for the Project or any portion thereof, as generally defined by a design document listing to be provided by the Design Professional and Construction Manager upon execution of this Agreement, which is to be used only as a guide in developing the specifications and plan data necessary to establish the Guaranteed Maximum Price, or at such time thereafter designated by the Owner, the Construction Manager will establish and submit in writing to the Owner for its approval a Guaranteed Maximum Price Proposal, guaranteeing the maximum price to the Owner, for the construction cost of the Work or designated part thereof. Such Guaranteed Maximum Price will be subject to modification for changes in the Project as provided in Article 10. However, the actual price paid for the work by the Owner shall be the actual cost of all work subcontracts, supply contracts, labor costs, supervision costs, and job costs as defined under Article 9, plus the Construction Manager's fees or the GMP, whichever is less when the work is complete. The GMP will only include those taxes in the cost of the Work, which are legally enacted at the time the GMP is established and is the lawful responsibility of the Owner. The GMP Proposal for Construction Phase IA—GMP#02 —Horizontal and Vertical Work Package, as well as the Construction Phase Fee referenced in Subparagraph 8.1.2 below, is a part of this Amendment and is attached hereto as Exhibit E. 7.2 At the time of submission of a Guaranteed Maximum Price, the Construction Manager will verify the time schedule for activities and work which were adopted by the Construction Team and used to determine the Construction Manager's Cost of Work. The Construction Manager acknowledges that the GMP includes an amount designated as the Owner's Contingency. The Owner's Contingency shall be available to the Construction Manager only if the Owner issues a Change Order or Amendment to the Agreement. In such event, the Change Order or Amendment shall specify the portion of the Owner's Contingency being made available and the purpose. This Owner 281r,r, SECOND ANIENDMENTTO AGREEMENT 9 17-7198 Contingency will be identified as a line item in the GMP and transfers from this contingency into the Cost of the Work items will require instruction and approval from the Owner. Any unused portion of this contingency shall be returned to the Owner upon Final Completion of the project. GMP Proposals covering subsequent construction phases of the project shall be submitted as set forth herein and included in separate amendments to the Agreement. 7.3 The GMP will include allowances for certain scope which is required to complete the work but is not fully designed or a material or vendor selection has not been made by the Owner and final pricing has not been determined. Allowances shall cover the cost to the Construction Manager for materials and equipment delivered at the site and all required taxes, less applicable trade discounts; Contractor's costs for unloading and handling at the site, labor, installation costs, and other expenses contemplated for stated allowance amounts shall be included in the allowances; and whenever costs are more than or less than allowances, the GMP shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect the difference between actual costs and the allowances. The GMP shall include a Fee for the base allowance amount and the Fee on allowance items shall be adjusted up or down when the final cost of an allowance item is determined. Allowance line items above $50,000 in value will be approved for construction by Change Order so long as the construction value is below the Allowance amount identified in the schedule of values. Change Orders will be processed on the Board approved administrative report. Should the construction value exceed the Allowance, the Change Order will be processed as a stand-alone executive summary to the Board. Notwithstanding the above, the Construction Manager is still required to comply with section 2.4(4) "Solicitation of Bids" to bring an Allowance item into construction. 7.4 The Guaranteed Maximum Price as reflected in the GMP Proposal (Exhibit E) is a Guaranteed Maximum Price for this total Phase of the Project and is not a line item GMP for any specific line item in the GMP Proposal. The GMP for construction is the sole basis for the Construction Manager's Fee. The final Construction Manager's Fee will be reconciled at Final Completion based on the actual price paid for construction including approved Change Orders. 7.5 The General Conditions and General Requirements values included in the GMP Proposal are not line item guaranteed maximums by Month but a total guaranteed maximum for General Conditions and General Requirements for this total Phase of the Project. The schedule submitted to establish the guaranteed maximum total staffing allocation is not intended to limit the Construction Managers flexibility in assigning staff in each monthly pay period. The Construction Manager may vary the allocation of hours in each billing cycle so long as the total is not exceeded. Only the costs spent each month for staff at the approved rates identified in Exhibit G will be charged to the Project which also applies for the other miscellaneous administrative costs included in the GMP Proposal. The Construction Manager will submit a monthly detailed invoice report documenting the daily log of staff hours multiplied by the approved rate. The report will identify the percentage used compared to the percentage of time to Final Completion. Unused hours will be reconciled at Final Completion and the value will be returned to the Owner. 291Pa,c SECOND AMENDMENT 10 AGREEMENT 4 17-7198 ARTICLE 8 CONSTRUCTION MANAGER'S FEE 8.1 In consideration of the performance of the contract, the Owner agrees to pay the Construction Manager as compensation for its services, fees as set forth in Subparagraphs 8. 1.1 and 8.1.2. 8.1.1 Pre -construction Phase Fee — The Pre -construction Phase Services are separately covered in the Agreement for Construction Manager at Risk Preconstruction Phase Services Collier County Sports Complex (Solicitation No.: 17-7198), dated February 13, 2018. 8.1.2 Construction Phase Fee - Prior to commencement of the Construction Phase, the Owner will direct the Construction Manager in writing to proceed into the Construction Phase, The Owner agrees to pay Construction Manager a Fee of THREE AND ONE-HALF PERCENT (3.5%) of the Cost of the work and services for the Construction Phase 1A — GMP#02 — Horizontal and Vertical Work Package included in this Amendment to the Agreement. If construction is authorized only for a part of the Project, the Fee paid shall be proportionate to the amount of work authorized by the Owner. The Construction Phase Fee for future construction phases of the project will be reevaluated and must be approved by Owner and Construction Manager before either party is obligated to proceed with future construction phases. The Construction Phase Fee is limited to the total construction value identified in the Guaranteed Maximum Price referenced in 7.4 above and not calculated using values identified in the General Conditions and the General Requirements. ARTICLE 9 COST OF THE WORK 9.1 Definition - The term "Cost of the Work" shall mean costs necessarily incurred in the Project during the Construction Phase for Construction services and paid by the Construction Manager which are not included in Article 8, but are part of the GMP Proposal submitted by the Construction Manager and agreed upon by the Owner. These costs include the items set forth below in this Article including materials and services of every kind and type necessary to diligently, timely and fully perform and complete the Project in a good and workmanlike manner in accordance with all of the terms and conditions of the Contract Documents. The Owner agrees to pay the Construction Manager for the Cost of the Work as defined in Article 9. Such payment shall be in addition to the Construction Manager's fees stipulated in Article 8. Construction Manager's estimate of the construction Cost for this phase of the Project is provided in Exhibit E. 9.2 Direct Cost Items — The listing below identifies eligible Direct Cost Items, as follows: (1) Cost of Construction Manager's Staff at its Construction Manager's Standard Staff Rates (see Exhibit G). (2) Cost of all materials, supplies and equipment incorporated in the Project, including costs of transportation, handling and storage thereof. (3) Payments due to subcontractors from the Construction Manager or made by the Construction Manager to subcontractors for their work performed pursuant to contract under this Agreement. (4) Cost including. transportation and maintenance of all materials, supplies, equipment, temporary facilities and hand tools not owned by the workmen, which are employed or 301Page SECOND AMENDMENT TO AOREEMENTH 17-7199 I CpV consumed in the performance of the work, cost on such items used but not consumed which may be turned over to the Owner at the end of the Project and cost less salvage value on such items used but not consumed which remain the property of the Construction Manager. For those items to be turned over to the Owner at the end of the project, Article 23(6) shall apply. (5) Rental charges on all necessary machinery and equipment, exclusive of hand tools used at the site of the Project, whether rented from the Construction Manager or other, including installation, repairs and replacements, dismantling, removal, costs of lubrication, transportation and delivery costs thereof: which are used in the support of a sub -contractor or the Construction Manager's own forces in the performance of the work, at rental charges consistent with those prevailing in the area. (6) Sales, use, gross receipts or similar taxes related to allowable direct costs of the Project imposed by any governmental authority, and for which the Construction Manager is liable. Owner is exempt from the payment of Florida Sales Tax under F.S. Chapter 212 and can provide the Construction Manager a copy of its Certificate of Exemption upon request. (7) The cost of corrective work subject, however, to the GMP and except for any corrective work made necessary because of defective workmanship or other causes contributed to by the Construction Manager or its subcontractors or suppliers No cost shall be paid by the Owner to the Construction Manager for any expenses made necessary to correct defective workmanship or to correct any Work not in conformance with the Plans and Specifications or to correct any deficiency or damage caused by gross negligent acts by the Construction Manager. (8) Minor expenses at the site, such as telegrams, long distance telephone calls, telephone service, expressage, postage, and similar petty cash items in connection with the Project to be billed at cost. (9) Costs for trash and debris control and removal from the site. (10) Cost incurred due to an emergency affecting the safety of persons and property. (11) Legal costs reasonably and properly resulting from prosecution of the Project for the Owner, including handling claims for changes by Subcontractors and Vendors, subject to the following limitations: (a) The Owner approved incurring such costs in advance, which approval shall not be unreasonably denied; and (b) The legal costs were not incurred as result of the Construction Manager's own negligence or default. This paragraph does not provide for payment of legal costs incurred in preparing or asserting claims or requests, by Construction Manager itself against the Owner, for change orders or in enforcing the obligations of this contract. (12) All costs directly incurred in the performance of the Project for the benefit of the Project, and not included in the Construction Manager's Fees as set forth in Article 8, if within the GMP Proposal (see, Exhibit E). 311ragc SECOND AMENDMENT TO AGREEMENT M 194198 lyi� (13) General Conditions costs, insurance premiums, and bond costs. (14) If approved by the Owner, the Construction Manager, when qualified, may perform all or a portion of the work for any item listed on the estimate or GMP breakdown where it is deemed advantageous due to schedule or economic benefit for the direct Cost of the Work. (15) Costs of all reproductions used for bidding or information purposes required by the Project to directly benefit the Project. (16) Costs for watchman and security services for the Project. (17) Costs for efficient logistical control of the site, including horizontal and vertical transportation of materials and personnel. Also, costs for adequate storage and parking space. (18) Costs for such temporary facilities during construction, as approved by the Owner, including temporary water, heat, power, sanitary facilities, telephones, radios and computers with software. (19) Costs for any job site items not referenced herein, not normally provided by the Subcontractors, which will be provided by the Construction Manager as required to complete the work. (20) Cost of utilizing a computer aided design and drafting application (CADD) for record drawings. Upon completion of the work, the Construction Manager shall obtain two (2) sets of disk files from the Design Professional and record to scale all conditions. The disk shall be submitted to the Design Professional when completed, together with two sets of blue line or black line prints for certification and forwarding to the Client Agency at the time of final completion. (21) Owner's Contingency- At the Owners discretion, the Owner has included an Owner's Contingency as a line item in the GMP Proposal represented by a percentage of the Construction Manager's estimate of the total Cost of the Work as provided therein. The purpose of the Owner's Contingency is to mitigate unforeseen conditions, allow for value added improvements, complete construction activity not defined in the record drawing but required to operate the facility, and other pay items that may be requested by the Construction Manager, which may be approved by the Owner at its sole discretion. The Construction Manager's right to receive the Owner's Contingency shall apply notwithstanding anything to the contrary in this Amendment. As provided in §7.2 of this Amendment, Construction Manager shall specify the portion of the Owner's Contingency requested and purpose thereof in a request for a Change Order (RCO) or proposed Amendment, whereupon the Owner shall sign and process in full the RCO or Amendment; thereby allowing reimbursement from the Owner's Contingency for the services or goods provided by Construction Manager upon receipt of the Construction Manager's next monthly payment application. The Owner's Contingency is not to be used for the calculation of the initial Construction Manager's Fee. Any additional work included in the Construction Manager's obligation to complete added through a Change Order may be added to the Construction Manager's Fee and reconciled at Final Payment. SECOND AMENDMENT TO AGREEMENT k 17-7198 O C�� ARTICLE 10 CHANGE IN THE PROJECT 10.1 Change Orders - The Owner, without invalidating this Agreement, may order Changes in the Project within the general scope of this Agreement consisting of additions, deletions or other revisions, the GMP, and the Construction Completion Date, being adjusted accordingly. All changes in the Project not covered by an authorized contingency shall be authorized by a Change Order (see, Exhibit K), 10. I.1 A "Change Order" is a written order to the Construction Manager issued after the execution of this Agreement, authorizing a Change in the Project, the Construction Manager's fee, or the Construction Completion date. Each adjustment in the GMP resulting from a Change Order shall clearly separate the amount attributable to the Cost of the Work. 10.1.2 The increase or decrease in the Guaranteed Maximum Price resulting from a change in the Project shall be determined in one or more of the following ways: (1) by mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation by the Design Professional and Owner; (2) by unit prices stated in the Agreement or subsequently agreed upon; (3) by cost as defined in Article 9 and a mutually acceptable fixed or percentage fee; (4) or by the method provided in Subparagraph 10.1.3. 10. 1.3 If none of the methods set forth in Subparagraph 10. 1.2 is agreed upon, the Construction Manager, provided Construction Manager receives a written order signed by the Owner, shall promptly proceed with the Work involved. The cost of such Work shall then be determined on the basis of the reasonable expenditures and savings of those performing the Work attributed to the change. However, in the event a Change Order is issued under these conditions, the Design Professional will establish an estimated cost of the work and the Construction Manager shall not perform any work whose cost exceeds that estimate without prior written approval by the Owner. In such case, and also under Article 10. 1.2 above, the Construction Manager shall keep and present, in such form as the Owner may prescribe, an itemized accounting together with appropriate supporting data of the increase in the Cost of the Work as outlined in Article 9. The amount of decrease in the Guaranteed Maximum Price to be allowed by the Construction Manager to the Owner for any deletion or change which results in a net decrease in cost will be the amount of the actual net decrease. 10.1.4 If unit prices are stated in the Agreement or subsequently agreed upon, and if the quantities originally contemplated are so changed in a proposed Change Order that application of the agreed unit prices to the quantities of Work proposed will cause substantial inequity to the Owner or the Construction Manager, the applicable unit prices and Guaranteed. Maximum Price shall be equitably adjusted. 10.1.5 Should concealed conditions encountered in the performance of the Work below the surface of the ground or should concealed or unknown conditions in an existing structure be at variance with the conditions indicated by the Drawings, Specifications, or Owner furnished information or should unknown physical conditions below the surface of the ground or should concealed or unknown conditions in an existing structure of an unusual nature, differing materially 33 111 a SECOND Ab NDMENT TO AGREEMENT 41]-]198 from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, be encountered, the Guaranteed Maximum Price and the Construction Completion date shall be equitably adjusted by Change Order upon a request for Change Order in accordance with Article 10.2. 10.2 Claims For Additional Cost and Time All claims for additional cost and time shall be made by request for a change order submitted as provided in Article 16. If the Construction Manager is delayed at any time in the progress of the work by any act or neglect of the Owner or the Design Professional or of any employee of either or by any separate Construction Manager employed by the Owner or by any changes ordered in the work by labor disputes, fire, or unusual delay in transportation, unavoidable casualties or abnormal weather or any other causes beyond the Construction Manager's control or by delay authorized by the Owner pending resolution of disputes, and such delay extends the completion date, the Substantial Completion and Final Completion shall be extended by Change Order for such reasonable time as the Construction Team may determine. Any cost impact to Construction Manager as a result of the delay shall be included in the Change Order and paid by the Owner, including General Conditions costs, and a Construction Manager's Fee thereon. Only delays which are determined to extend the critical path for the schedule for constructing the Project will result in a time extension, Neither the Owner nor the Construction Manager shall be considered to own the schedule float time. Owner shall not withhold any otherwise undisputed payment to Construction Manager pending resolution of a claim for additional cost and time. 10.3 Minor Changes In The Project The Design Professional will have authority to order minor changes in the Project not involving an adjustment in the Guaranteed Maximum Price or an extension of the Construction Completion Date and not inconsistent with the intent of the Drawings and Specifications. Such changes shall be effected by written order. Documentation of changes shall be determined by the Construction Team and displayed in monthly reporting. Changes shall be approved by Owner's Representative and Design Professional. 10.4 Emergencies In any emergency affecting the safety of persons or property, the Construction Manager shall act at its discretion, to prevent threatened damage, injury or loss. Any increase in the Guaranteed Maximum Price or extension of time claimed by the Construction Manager on account of emergency work shall be determined as provided in Article 10. ARTICLE 11 DISCOUNTS AND PENALTIES 11.1 All discounts for prompt payment shall accrue to the Owner to the extent the Cost of the Work is paid directly by the Owner. To the extent the Cost of the Work is paid with funds of the Construction Manager, all cash discounts shall accrue to the Construction Manager. All trade discounts, rebates and refunds, and all returns from sale of surplus materials and equipment, shall 341Pag c SECOND AMENDMENT TO AGREEMENT 0 17-7199 G� be credited to the Cost of the Work. All penalties incurred due to fault of the Construction Manager for late payment of cost of the Work will be paid by the Construction Manager. ARTICLE 12 PAYMENTS TO THE CONSTRUCTION MANAGER 12.1 Monthly Applications for Payment - The Construction Manager shall submit to the Owner an Application for Payment (Exhibit I), accompanied by a schedule of values, along with the cost reports required under Article 7.5, showing in detail all monies paid out, cost accumulated or costs incurred on account of the Cost of the Work during the previous period and the amount of the Construction Manager's fees due as provided in Article 8. In addition, with each Application for Payment, Construction Manager shall provide supporting documentation for any cost incurred per Article 9 which could include but not be limited to schedules of values from subcontractors, invoices for items purchased, and time records for Construction Manager's staff. Applications for payment shall include a Release and Affidavit form (Exhibit H), and/or such lien and bond waivers (in Fla. Stat. Chapter 713 statutory format) verifying payments made by Construction Manager to Subcontractors and suppliers from money received from Owner during the prior month's payment (i.e., authorizing payment by Construction Manager one month in arrears). Owner shall retain ten percent (10%) of the gross amount of each monthly payment request or ten percent (10%) of the portion thereof approved by the Project Manager for payment (excluding General Conditions costs, insurance and bond costs), whichever is less. Such sum shall be accumulated and not released to Contractor until final payment is due unless otherwise agreed to by the Owner in accordance with Florida Statute 255.078. The Project Manager shall have the discretion to establish, in writing, a schedule to periodically reduce the percentage of cumulative retainage held throughout the course of the Project schedule. Owner shall reduce the amount of the retainage withheld on each payment request subsequent to fifty percent (50%) completion subject to the guidelines set forth in Florida Statute 255.078. Monthly payments to Contractor shall in no way imply approval or acceptance of Contractor's Work. Each Application for Payment, subsequent to the first pay application, shall be accompanied by a Release and Affidavit, in the form attached as Exhibit H, acknowledging Contractor's receipt of payment in full for all materials, labor, equipment and other bills that are then due and payable by Owner with respect to the current Application for Payment. Further, to the extent directed by Owner and in Owner's sole discretion, Contractor shall also submit a Release and Affidavit from each Subcontractor, sub -subcontractor, or supplier in the form attached as Exhibit H acknowledging that each Subcontractor, sub -subcontractor or supplier has been paid in full through the previous month's payment. The Owner shall not be required to make payment until and unless these affidavits are furnished by Contractor. The Project Manager may decline to approve any Application for Payment, or portions thereof, because of subsequently discovered evidence or subsequent inspections that reveal non-compliance with the Contract Documents. The Project Manager may nullify the whole or any part of any approval for payment previously issued and Owner may withhold any payments otherwise due Contractor under this Agreement or any other agreement between Owner and Contractor, to such extent as may be necessary in the Owner's opinion to protect it from loss because of. (a) Defective Work not remedied; (b) third party claims filed or reasonable evidence indicating probable filing of such claims; (c) failure of Contractor to make payment properly to subcontractors 351P a,c SECOND At. MWNT TO AGREEMENT X 17-7198 O or for labor, inaterials or equipment, if Contractor has been paid; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents by Contractor. If any conditions described in 12.1. are not remedied or removed or if Contractor fails to commence remedying or removing same after seven (7) days written notice, Owner may rectify the same at Contractor's expense. Provided however, in the event of an emergency, Owner shall not be required to provide Contractor any written notice prior to rectifying the situation at Contractor's expense. 12.2 Final Pa iy Hent - Owner shall make final payment to Contractor in accordance with Section 218.735, F.S. after the Work is finally inspected and accepted by Project Manager as set forth herein, provided that Contractor first, and as an explicit condition precedent to the accrual of Contractor's right to final payment, shall have furnished Owner with a properly executed and notarized copy of the Release and Affidavit attached as Exhibit H, as well as, a duly executed copy of the Surety's consent to final payment and such other documentation that may be required by the Contract Documents. Prior to release of final payment and final retainage, the Contractor's Representative and the Project Manager shall jointly complete the Final Payment Checklist, a representative copy of which is attached to this Agreement as Exhibit L. Contractor's acceptance of final payment shall constitute a full waiver of any and all claims by Contractor against Owner arising out of this Agreement or otherwise relating to the Project, except those previously made in writing in accordance with the requirements of the Contract Documents and identified by Contractor as unsettled in its final Application for Payment. Neither the acceptance of the Work nor payment by Owner shall be deemed to be a waiver of Owner's right to enforce any obligations of Contractor hereunder or to the recovery of damages for defective Work not discovered by the Design Professional or Project Manager at the time of final inspection. The final payment of retainage shall not be made until the Project has been inspected by the Design Professional or other person designated by the Owner and until the Design Professional has issued a written certificate that the project has been constructed in accordance with the approved plans, specifications, and approved change orders and until the Owner's Representative has accepted the Project. Final payment shall not be made until the Construction Manager has supplied Owner's Representative with the Release and Affidavit form (Exhibit H) and/or such final lien and bond waivers (in Fla. Stat. Chapter 713 statutory format) signed and dated statements from all laborers, materialmen, and subcontractors as defined in Section 713.01, Florida Statutes, that they have no claims or demands against the Owner for the work under the contract. Said statements shall identify the Project by name and Project number. Construction Manager must also provide Owner's Representative with a Contractor's Final Payment Affidavit in accordance with Fla. Stat. §713.06 (Exhibit D), as well as the surety's consent to final payment and such other documentation that may be required by the Contract Documents and the Owner. Prior to release of final payment and retainage, the Construction Manager and the Owner shall jointly complete the Final Payment Checklist, a representative copy of which is attached to this Amendment as Exhibit L. Upon receipt of written certification by Contractor that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptance, Project Manager and Design Professional will make such inspection and, if they find the Work acceptable and fully performed under the Contract Documents shall promptly approve payment, recommending that, on the basis of their observations and inspections, and the Contractor's certification that the Work has 361 P SECOND AMENDMENT TO AGREEMENT q 17-7198 been completed in accordance with the terms and conditions of the Contract Documents, that the entire balance found to be due Contractor is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor submits: (1) Receipt of Contractor's Final Application for Payment. (2) The Release and Affidavit in the form attached as Exhibit H. (3) Consent of surety to final payment. (4) Receipt of the final payment check list. (5) If required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional may have issued its recommendations. 12.3 Payments to Subcontractors - The Construction Manager shall promptly, within 15 days after receipt of payment from the Owner, pay all the amount due Subcontractors less a retainage of ten percent (10%) until after the Project is fifty percent (50%) complete, payment has been issued, and based on Construction Manager's evaluation of the Subcontractor's acceptable performance, the Owner may approve a reduction in retainage for payments thereafter. If there should remain items to be completed, the Construction Manager and Design Professional shall list those items required for completion and the Construction Manager shall require the retainage of a sum equal to 200% of the estimated cost of completing any unfinished items, provided that said unfinished items are listed separately and the estimated cost of completing any unfinished items likewise listed separately, Thereafter, the Construction Manager shall pay to the Subcontractors, monthly, the amount retained for each incomplete item after each of said items is completed. Before issuance of final payment without any retainage, the Subcontractor shall submit satisfactory evidence that all payrolls, material bills and other indebtedness connected with the Project have been paid or otherwise satisfied, warranty information is complete, as -built markups have been submitted and instruction for the Owner's operating and maintenance personnel is complete. 12.4 Delayed Payments by Owner —Notwithstanding anything in the Contract Documents to the contrary, Contractor acknowledges and agrees that in the event of a dispute concerning payments for Work performed under this Agreement, Contractor shall continue to perform the Work required of it under this Agreement pending resolution of the dispute provided that Owner continues to pay Contractor all amounts that Owner does not dispute are due and payable. 12.5 )moments for Materials and Equipment - Payments will be made for material and equipment not incorporated into the Project but delivered and suitably stored at the site or another location subject to prior approval and acceptance by the Owner on each occasion. 12.6 Withholding Payments To Subcontractors — Unless good cause is shown and/or pursuant to Florida law, the Construction Manager shall not withhold payments to Subcontractors if such payments have been made to the Construction Manager. Should this occur for any reason, the Construction Manager shall immediately return such monies to the Owner's, adjusting pay requests and Project bookkeeping as required. 371ra -c SECOND AMENDMENT TO AGREEMENT 4 17-7198 GPS ARTICLE 13 INSURANCE, INDEMNITY AND WAIVER OF SUBROGATION 13.1 Indemnity - To the maximum extent permitted by Florida law, the Construction Manager shall indemnify, defend, and hold harmless Collier County, its officials and employees from any and all liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, but only to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Construction Manager or anyone employed or utilized by the Construction Manager in the performance of this Agreement; provided that such liability, damage, losses, and costs is/are attributable to bodily injury, sickness, disease, or death, or injury to or destruction of tangible property (other than the Work itself). The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Construction Manager, Owner and any indemnified party. Construction Manager's obligation to indemnify and defend under this Article 13 will only survive four (4) years after completion or termination or the applicable statute of limitations (whichever is longer) for occurrences which pre -date completion or termination. The parties agree and acknowledge that all of the indemnification obligations throughout the Contract Documents and this paragraph are intended to comply with Florida law on indemnity, and to be interpreted in such a way as to be enforceable to the full extent allowed by Florida law. If any word or clause in this section or any indemnification obligation throughout the Contract Documents is/are determined not to be in compliance with Florida law, including any amendments thereto, the remaining words and clauses in this paragraph shall remain in full force and effect, and words and clauses shall be automatically added or edited to cause compliance and to be valid, legal, and enforceable, which is the intent of the parties. The indemnity obligations of Construction Manager shall never extend to the liability of the Architect, Architect's consultants, or any of their members, partners, employees, agents, consultants, subcontractors arising out of. (A) The preparation or approval of, or the failure to prepare or approve maps, Drawings, Specifications, opinions, reports, surveys, designs, Change Orders; or (B) Giving directions or instructions, or failing to give them, if that is a cause of an injury or damage. 13.2 Construction Manager's Insurance (1) During the term of this Agreement the Construction Manager shall provide, pay for, and maintain, with companies satisfactory to the Owner, the types of insurance described herein. All insurance shall be from responsible companies duly authorized to do business in the State of Florida and/or responsible risk retention group insurance companies registered with the State of Florida. Promptly after written Notice of Award is issued by the Owner, the insurance coverage and limits required must be evidenced by properly executed Certificates of Insurance on an Acord or equivalent form. The Certificates must be personally, manually signed by the Authorized Representatives of the insurance company/companies shown on the Certificates with proof that he/she is an authorized representative thereof. In addition, copies of all insurance policies required shall be provided to the Owner, on a timely basis, if requested by the Owner. These Certificates and policies shall contain provisions that thirty (30) days written notice by registered or certified mail, facsimile or e-mail shall be given to the Owner of any cancellation, intent not to renew, or reduction in the policies' coverage, except in the application of the Aggregate Limits Provisions. Construction Manager also shall notify Owner, in a like manner, within forty-eight (48) hours after receipt by the Construction Manager of the respective notices of expiration, cancellation, non—renewal, or material change in coverage or 3811 age SECOND AMENDMENT TO AGREEMENT M 17-7198 O GI' 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, the Construction Manager shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (2) All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: (a) The term "Board of County Commissioners of Collier County, Florida" shall include Collier County, Florida, a political subdivision of the State of Florida and all Authorities, Boards, Bureaus, Commissions, Divisions, Departments and offices thereof and individual members and employees thereof in their official capacity, and/or while acting on behalf of Collier County, Florida. (b) All insurance policies, other than the Professional Liability policy and the Workers Compensation policy, provided by Construction Manager to meet the requirements of this Agreement shall name the Board of Commissioners of Collier County, Florida, as that name is defined in Article 13.2(1) above, as an additional insured on a primary and noncontributory basis (for both on-going operations and products completed operations hazard period) as to the Work of the Construction Manager to be performed under the Contract Documents and shall contain a severability of interests provision. (c) Companies issuing the insurance policy or policies shall have no recourse against Owner for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of Construction Manager. (d) All insurance coverage of the Construction Manager shall be primary to any insurance or self-insurance program carried by the Owner 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 Owner applicable to this Project. (3) The acceptance by the Owner of any Certificates of Insurance for this Project evidencing the insurance coverage and limits required in this Agreement does not constitute approval or agreement by the Owner that the insurance requirements have been met or that the insurance policies shown on the Certificates of Insurance are in compliance with the requirements of this Agreement. (4) No work shall commence at the Project site unless and until the required Certificates of Insurance are received and the written Notice to Proceed is issued to the Construction Manager by the Owner. (5) Before starting and until acceptance of the work by Owner, Construction Manager shall procure and maintain insurance of the types and to the limits specified below, "Insurance Requirements". Construction Manager shall require each of its subcontractors to procure and maintain, until the completion of that subcontractor's work, insurance of the types and to the limits specified below, unless such insurance requirement for the subcontractor is expressly waived in writing by the Owner. INSURANCE TYPE 1. Worker's Compensation 3911'a, SECOND AMENDMENT TO AGREEMENT H 17-7198 "Insurance Requirements" REQUIRED LIMITS Statutory Limits of Florida Statutes, Chapter 440 2. Commercial General Liability Patterned after the Current I.S.O. Occurrence Form. 3. Automobile Liability Owned/Non-Owned/Fl fired Automobile Included. 4. Other Insurance below: a) Professional Liability and all Federal Government Statutory Limits and Requirements. Policy must include Employers' Liability with a limit of $1,000,000 each accident. Bodily injury & Property Damage $2,000,000 Single Limit Per Occurrence $1,000,000 Each Occurrence $1,000,000, if required. (6) Builder's Risk Insurance shall be provided by the Construction Manager and included in the GMP proposal (Exhibit E) or may be provided by the Owner, at its sole discretion, prior to the issuance of a Notice to Proceed, and in which the cost will be addressed through the issuance of a deductive Change Order. (7) Construction Manager shall carry professional liability insurance in an amount not less than $1,000.000, but only if the Contract Documents require Construction Manager to provide professional architectural, design, or engineering services to Owner. (8) Construction Manager shall insure that all subcontractors comply with the same insurance requirements that Construction Manager is required to meet. Construction Manager shall provide Owner with certificates of insurance meeting the required insurance provisions. (9) The "Collier County Board of County Commissioners" must be named as "ADDITIONAL INSURED" on the Certificate of Insurance for Commercial General Liability where required. (10) The "Collier County Board of County Commissioners" shall be named as the Certificate Holder. NOTE --The "Certificate Holder" should read as follows: Collier County Board of County Commissioners Naples, Florida (11) No County Division, Department, or individual name should appear on the Certificate. No other format will be acceptable. (12) Thirty (30) Days Cancellation Notice is required. (13) The Certificate must state the Contract Number and Project Title. 13.3 Owner's Insurance —No additional insurance provided. 13.4 Other Insurance Terms (1) If any insurance provided pursuant to this Agreement expires prior to the completion of the Work, renewal Certificates of Insurance and, if requested by the Owner, copies of the renewal policies, shall be furnished to Owner thirty (30) days prior to the date of expiration. 401 P SECOND AMENDMENT TO AGREEMENT 417-7198 0p (2) Should at any time the Construction Manager not maintain the insurance coverage required in this Agreement, the Owner may cancel the Agreement or at its sole discretion shall be authorized to purchase such coverage and charge the Construction Manager for such coverage purchased. If Construction Manager fails to reimburse Owner for such costs within thirty (30) days after demand, Owner has the right to offset these costs from any amount due Construction Manager under this Agreement. The Owner shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverage purchased or the insurance company/companies used. The decision of the Owner to purchase such insurance coverage shall in no way be construed to be a waiver of its rights under this Agreement. (3) Construction Manager shall submit within twenty-four (24) howl to Owner and Design Professional a copy of all accident reports arising out of any injuries to its employees or those of any firm or individual to whom it may have subcontracted a portion of the Work, or any personal injuries or property damages arising or alleged to have arisen on account of any work by Construction Manager under the Contract Documents. (4) The Owner shall be exempt from, and in no way liable for, any sums of money that may represent a deductible in any insurance policy except deductibles as agreed to by the Owner in obtaining Builder's Risk Property Insurance. The payment of such deductible shall be the sole responsibility of the Construction Manager and/or subcontractor providing such insurance. 13.5 Waiver of Subrogation (1) Except as to Workers Compensation and Professional Liability, the Owner and Construction Manager waive all rights against each other for damages caused by perils covered by insurance provided under Article 13 to the extent covered by such insurance, except such rights as they may have to the proceeds of such insurance held by the Owner and Construction Manager as trustees. The Construction Manager shall require similar waivers from all subcontractors and their sub -subcontractors. (2) The Owner and Construction Manager waive all rights against each other for loss or damage to any equipment used in connection with the Project and covered by any property insurance. The Construction Manager shall require similar waivers from all subcontractors and their sub - subcontractors. (3) The Owner waives subrogation against the Construction Manager on all property and consequential loss policies carried by the Owner on adjacent properties and under property and consequential loss policies purchased for the Project after its completion. (4) If the policies of insurance referred to in this section require an endorsement to provide for continued coverage, where there is a waiver of subrogation, the Owner of such policies will cause them to be so endorsed. Failure to obtain proper endorsement nullifies the waiver of subrogation. 411Paic SECOND AMENDMENT TO AGREEMENT Y 17-7198 N ARTICLE 14 TERMINATION OF THE AGREEMENT AND OWNER'S RIGHT TO PERFORM CONSTRUCTION MANAGER'S OBLIGATIONS 14.1 Termination by the Construction Manager In the event (i) Owner fails to make any undisputed payment to Construction Manager within ten (10) days after such payment is due or Owner otherwise persistently fails to fulfill some material obligation owed by Owner to Construction Manager under this Agreement, and (ii) Owner has failed to cure such default within seven (7) of receiving written notice of same from Construction Manager, then Construction Manager may stop its performance under this Agreement until such default is cured, after giving Owner a second seven (7) days written notice of Construction Manager's intention to stop performance under the Agreement. If the Work is so stopped for a period of sixty (60) consecutive days through no act or fault of the Construction Manager or its Subcontractors or their agents or employees or any other persons performing portions of the Work under contract with the Construction Manager or any Subcontractor, the Construction Manager may terminate this Agreement by giving written notice to Owner of Construction Manager's intent to terminate this Agreement. If Owner does not cure its default within seven (7) days after receipt of Construction Manager's written notice, Construction Manager may, upon seven (7) additional days' written notice to the Owner, terminate the Agreement and recover from the Owner payment for Work performed and all obligations assumed (including termination and cancellation fees) through the termination date, including all Fees on the Work performed, but in no event shall Construction Manager be entitled to payment for Work not performed or any other damages from Owner. 14.2 Owner's Right to Perform Construction Manager's Obligations and Termination by Owner for Cause (1) If the Construction Manager repeatedly fails to perform any material obligation under this Agreement including any obligation Construction Manager assumes to perform work with its own forces, the Owner may, after seven (7) business days written notice during which period the Construction Manager fails to commence correction of such obligation, make good such deficiencies. The GMP, or the actual cost of the Work, whichever is less, shall be reduced by the cost to the Owner of making good such deficiencies and the Construction Manager's Construction Phase Fee shall be reduced at the end of the Project (in the Construction Manager's Final Payment) by the amount required to manage the making good of such deficiencies. If the Construction Manager disagrees with the assessment, Construction Manager shall be immediately entitled to pursue a claim against the Owner pursuant to §16.2 below. (2) If the Construction Manager is adjudged a bankrupt, or if Construction Manager makes a general assignment for the benefit of its creditors, or if a receiver is appointed on account of its insolvency, or if, after seven (7) business days written notice Construction Manager (A) repeatedly refuses or fails to supply enough properly skilled workers or proper materials, except in case for which extension of time is provided; (B) fails to promptly make payment to Subcontractors for materials or labor in in accordance with the respective agreements between the Contractor and the Subcontractors if the Contractor has been paid; (C) repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority in the role of Contractor and not designer; or (D) otherwise is guilty of substantial breach of a provision of the Contract Documents, then the Owner may, without prejudice to 421P a„c SECOND AMENDMENT TO AGREEMENT 917-7198 CI+� any right or remedy and after giving the Construction Manager and its Surety, if any, an additional seven (7) business days written notice, during which period Construction Manager fails to commence correction of the violation, terminate the employment of the Construction Manager and take possession of the site and of all materials, equipment, tools, construction equipment and machinery thereon owned by the Construction Manager, and may finish the Project by whatever method Owner may deem expedient. In such case, the Construction Manager shall not be entitled to receive any further payment until the Project is finished nor shall Construction Manager be relieved from its obligations assumed under Article 7. Unless waived or limited by other terms of this Agreement, the actual expenses incurred by the Owner as a result of a proper termination by the Owner may be deducted from any payment left owing to the Construction Manager (excluding monies owed the Construction Manager for work performed and materials and equipment furnished by others, including subcontract work). (3) If the Construction Manager refuses after seven (7) business days written notice to allow public access to any specified request for documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Construction Manager in conjunction with this Agreement, then the Owner may, without prejudice to any right or remedy and after giving the Construction Manager and its Surety, if any, after an additional seven (7) business days written notice, during which period Construction Manager still fails to allow access, terminate the employment of the Construction Manager and take possession of the site and of all materials, equipment, tools, construction equipment and machinery thereon, owned by the Construction Manager, and may finish the project by whatever method Owner may deem expedient. In such case, the Construction Manager shall not be entitled to receive any further payment until the Project is finished nor shall Construction Manager be relieved from its obligations assumed under Article 7. Unless waived or limited by other terms of this Agreement, the actual expenses incurred by the Owner as a result of a proper termination by the Owner may be deducted from any payment left owing to the Construction Manager (excluding monies owed the Construction Manager for work performed and materials and equipment furnished by others, including subcontract work). (4) If the Owner terminates this Agreement under Article 14.2(2) or Article 14.2(3) or section § 14.3 below, Owner expressly waives any and all right it has or may have to seek any delay or liquidated damages. 14.3 Termination by Owner Without Cause (1) If the Owner terminates this Agreement other than pursuant to Article 14.2(2) or Article 14.2(3), Owner shall pay Construction Manager for unpaid Cost of the Work, including for Work in progress, completed, executed and committed, and all costs incurred by reason of such termination, including cancellation charges or costs submitted by any third party, including, but not limited to, subcontractors or suppliers and including, but not limited to, materials and equipment whether already delivered to the site, being fabricated and pending delivery, as well as those in the process of delivery. Owner shall also pay Construction Manager's Fee on said costs. The Owner shall also pay to the Construction Manager fair compensation, either by purchase or rental at the election of the Owner, for any equipment retained. In case of such termination of Agreement the Owner shall further assume and become liable for obligations, commitments and unsettled contractual claims that the Construction Manager has previously undertaken or incurred in good faith in connection with said Project. The Construction Manager shall, as a condition of receiving the payments referred to in this Article 14; execute and deliver all such papers and take all such steps including the legal assignment of its contractual rights, 47 1 P1_e SECOND AMENDMENTTO AGREEMENT # 17-7198 CAQ as the Owner may require for the purpose of fully vesting in him the rights and benefits of the Construction Manager under such obligations or commitments. (2) After the establishment of the Guaranteed Maximum Price or at the completion of the Pre - construction Phase, if the final cost estimates or lack of funding make the Project no longer feasible from the standpoint of the Owner, the Owner may terminate this Agreement and pay the Construction Manager all amounts provided in Article 14.3(1) above. ARTICLE 15 ASSIGNMENT, GOVERNING LAW AND VENUE 15.1 Neither the Owner nor the Construction Manager shall assign its interest in this Agreement without the written consent of the other except as to the assignment of proceeds. 15.2 This Agreement shall be governed by the Laws of the State of Florida. ARTICLE 16 NOTICE OF CLAIM: WAIVER OF REMEDIES; PROCEDURE FOR DELAY CLAIM 16.1 Notice of Claim - The Owner's liability to Construction Manager for any claims arising out of or related to the subject matter of this Agreement, whether in contract or tort, including, but not limited to, claims for extension of construction time, for payment by the Owner of the costs, damages or losses because of changed conditions under which the work is to be performed, or for additional work, shall be governed by the following provisions: (1) All claims must be submitted as a Request for Change Order in the manner as provided herein. (a) The Construction Manager must submit a Notice of Claim to Owner and to the Design Professional within five (5) business days of when the Construction Manager was or should have been aware of the occurrence of the event giving rise to the claim; and (b) Within five (5) business days of submitting its Notice of Claim, the Construction Manager shall submit to the Owner its Request for Change Order, which shall include a written statement of all details. Of the claim, including a description of the work affected. (2) The Construction Manager agrees that the Owner shall not be liable for any claim that the Construction Manager fails to submit as a Request for Change Order as provided in this paragraph. (3) After receipt of a Request for Change Order, the Owner, in consultation with the Design Professional, shall deliver to the Construction Manager its written determination of the claim. (4) In the event the Owner and Construction Manager are unable to agree on the terms of a Change Order, the Owner shall have the option to instruct the Construction Manager to proceed with the work. In that event, the Owner shall agree to pay for those parts of the work, the scope and price of which are not in dispute. The balance of the disputed items in the order to proceed shall be resolved in accordance with Article 16.2. 16.2 Resolution of Claims and Disputes, Generally — Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the patties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by 441Pxge SECOND AMENDMENT TO AGREEMENT 4 17-7198 C,C'� representatives of Contractor with full decision-making authority and by Owner's County Manager or authorized designee who would make the presentation of any settlement reached during negotiations to Owner 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 Contractor with full decision-making authority and by Owner's staff person or designee who would make the presentation of any settlement reached at mediation to Owner'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. 16.3 Venue - 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. 16.4 Remedy for Delay - For work the Construction Manager performs with its own forces, and in addition to the adjustments provided for in Article 8, the Construction Manager's remedies for delay in performance of the construction caused by events beyond its control including delays claimed to be caused by or attributable to the Owner or the Design Professional, including claims based on breach of contract or negligence, shall be a claim submitted in compliance with 16.1 above, for an extension of the scheduled construction time (based upon the actual time impact to the Project because of the delay). Also, in the event of a change in such work, the Construction Manager's claim for adjustments in the contract sum are limited to its actual costs for such changes, plus ten (10%) percent for profit thereon. The Construction Manager expressly agrees that the foregoing shall constitute its sole and exclusive remedies for delays and changes in work and eliminate any other remedies which the Construction Manager may have to claim additional compensation. 16.5 Waiver of Consequential Damages - The Construction Manager and Owner waive any and all claims against each other for consequential, incidental or special damages arising out of or relating to this Agreement. This mutual waiver includes: 1. damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and 2. damages incurred by the Construction Manager for monetary claims for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. ARTICLE 17 MISCELLANEOUS 17.1 Harmony - Construction Manager is advised and hereby agrees that Construction Manager will exert every reasonable and diligent effort to assure all labor employed by Construction Manager and its Subcontractors for work on the Project shall work in harmony with and be compatible with all other labor being used by building and Construction Managers now or hereafter on the site of the Project, Construction Manager further agrees that this provision will be included in all subcontracts of the Subcontractors as well as the Construction Manager's own contract; provided., however, that this provision shall not be interpreted or enforced so as to deny or abridge, on account 451Page SECOND AMENDMENT TO AGREEMENT N 17-7198 (JA of membership or non -membership in any labor union or labor organization, the right of any person to work as guaranteed by Article 1, Section 6 of the Florida Constitution. 17.2 Apprentices - If the Construction Manager employs apprentices on the project, the behavior of the Construction Manager and the Owner shall be governed by the provisions of Chapter 446, Florida Statutes, and by applicable standards and policies governing apprentice programs and agreements established by the Division of Labor of the- State of Florida Department of Labor and Employment Security. The Construction Manager will include a provision similar to the foregoing sentence in each subcontract. 17.3 Applications for Payment - Applications for Payment shall be submitted in detail sufficient for a proper pre -audit and post -audit thereof. Invoices for any travel expenses shall be submitted in accordance with procedures specified in Section 112.061 of the Florida Statutes governing payments by the State for travel expenses. 17.4 Construction Manager's Project Records - The Construction Manager's Project Records shall be maintained as prescribed hereinabove and shall be made available to the Owner or its authorized representative at mutually convenient times. 17.5 Minority Participation - When Projects involve State of Florida or Federal funding, Construction Manager shall diligently attempt to comply with State of Florida and Federal requirements on minority participation. 17.6 Construction Manager's Payment Rights - Owner shall make payments in accordance with Chapter 218, Florida Statutes, the "Florida Prompt Payment Act." Interest penalties shall be at the legal rate. Interest penalties of less than one (1) dollar will not be enforced unless the Construction Manager requests payment. 17.7 Public Entity Crime Information Statement - "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 on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a Construction Manager, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." 17.8 Immigration and E -Verify - By executing and entering into this agreement, the Construction Manager is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et M. and regulations relating thereto, as either may be amended. Failure by the Construction Manager to comply with the laws referenced herein shall constitute a breach of this agreement and the Owner shall have the discretion to unilaterally terminate this agreement immediately. Statutes and executive orders require employers to abide by the immigration laws of the United States and to employ only individuals who are eligible to work in the United States. The Employment Eligibility Verification System (E -Verify) operated by the Department of Homeland Security (DHS) in partnership with the Social Security Administration (SSA), provides an Internet -based means of verifying employment eligibility of workers in the United States; it is 46 1 P xgc SECOND AMENDMENT TO AGREEMENT 9 17-7198 L;AO not a substitute for any other employment eligibility verification requirements. The program will be used for Collier County formal Invitations to Bid (ITB) and Request for Proposals (RFP) including professional services and construction services. Exceptions to the program: • Commodity based procurement where no services are provided. • Where the requirement for the affidavit is waived by the Board of County Commissioners Construction Manager / Contractors / Bidders are required to enroll in the E -Verify program, and provide acceptable evidence of their enrollment, at the time of the submission of the Contractor's/bidder's proposal. Acceptable evidence consists of a copy of the properly completed E -Verify Company Profile page or a copy of the fully executed E -Verify Memorandum of Understanding for the company. Contractors are also required to provide the Collier County Procurement Services Division an executed affidavit certifying they shall comply with the E -Verify Program. The affidavit is attached to the solicitation documents. If the Bidder/Contractor does not comply with providing both the acceptable E -Verify evidence and the executed affidavit the bidder's / Contractor's proposal may be deemed non-responsive. Additionally, Construction Manager shall require all subcontracted Contractors to use the E -Verify system for all purchases not covered under the "Exceptions to the program" clause above. For additional information regarding the Employment Eligibility Verification System (E -Verify) program visit the following website: http://www.dhs.gov/E-Verify. It shall be the Contractor's responsibility to familiarize themselves with all rules and regulations governing this program. Construction Manager acknowledges, and without exception or stipulation, any firm(s) receiving an award shall be fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et EM. and regulations relating thereto, as either may be amended and with the provisions contained within this affidavit. Failure by the awarded firm(s) to comply with the laws referenced herein or the provisions of this affidavit shall constitute a breach of the award agreement and the Owner shall have the discretion to unilaterally terminate said agreement immediately. 17.9 Electronic Mail Capabilities - The Construction Manager must have electronic mail capabilities through the World Wide Web. It is the intention of the Owner to use electronic communication for all projects whenever possible. The Construction Manager shall provide their electronic mail address and the name of a contact person responsible for their electronic communications. 17.10 Captions and Section Headings - Captions and section headings used herein are for convenience only and shall not be used.in construing this Agreement. 17.11 Agreement Preparation - This agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by one of the parties. It is recognized that both parties have substantially contributed to the preparation of this Agreement. 17.12 Third Party Beneficiaries - This agreement does not create any relationship with, or any rights in favor of any third party. 17.13 Unless stated otherwise, the term "day" as used in the Contract Documents shall mean calendar day. 17.14 Statutory Disclosures — 47iPa,e SECOND AWNDt NT TO AGREEMENT k 17-7198 CAO (a) ANY CLAIMS FOR CONSTRUCTION DEFECTS ARE SUBJECT TO THE NOTICE AND CURE PROVISIONS OF CHAPTER 558, FLORIDA STATUTES. (b) By executing and entering into this Agreement, the Construction Manager (in the Construction Manager's capacity as a contractor and not as a licensed design professional), is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety (including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § I I9.0701(2)(a)-(b) as stated as follows: IF THE CONSTRUCTION MANAGER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSTRUCTION MANAGER'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 Except as to records (and other information) which are exempt, privileged, private or protected whereupon appropriate the procedures may be requested and implemented, and/or the Construction Manager might not be required to produce the records (and other information) or only in a limited fashion or manner, the Construction Manager 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 Construction Manager 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 Construction Manager or keep and maintain public records required by the public agency to perform the service. If the Construction Manager transfers all public records to the public agency upon completion of the contract, the Construction Manager shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Construction Manager keeps and maintains public records upon completion of the contract, the Construction Manager 481El,P, SECOND AMENDMEN r TO AGREENtENT k 17-7198 CAO 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 Construction Manager observes that the Contract Documents are at variance therewith, it shall promptly notify the Owner in writing. Failure by the Construction Manager to comply with the laws referenced herein may constitute a breach of this Agreement and, if material, the Owner shall have the discretion to unilaterally terminate this Agreement immediately. (remainder of the page is intentionally left blank) 491Pxg� SECOND AMENDMENT TO AGREEMENT A 17-7199 9 EXHIBIT A CONSTRUCTION TEAM ASSIGNED REPRESENTATIVES 1. Owner - Collier County, a political division of the State of Florida Nick Casalanguida Collier County, Deputy Manager Nick.Casalang,uidq@colliercountyfl.gov Tel: (239) 252-8383 Margaret Bishop, P.E. Principal Project Manager Margaret. BIShop(cbcolIiercoulltyfl.goy Facilities Management 3335 East Tamiami Trail, Suite 101 Naples, Florida 341 12 Tel: (239) 252-8380 Fax: (239) 252-3795 2. Construction Manager - Manhattan Construction (Florida), Inc. Gordon Knapp Senior Vice President - Florida Manhattan Construction (Florida), Inc. 3705-1 Westview Drive Naples, Florida 34104 gknapp(ir manhattanconstruction.com Tel: (239) 643-6000 (office) Tel: (239) 675-8333 (cell) David Pals Project Director Manhattan Construction (Florida), Inc. 3705-1 Westview Drive Naples, Florida 34104 DPulsO,m anhattanconstructi on.com Tel: (239) 280-2628 (office) Tel: (239) 255-9253 (cell) 3. Design Professional - Davidson Engineering, Inc. Josh Fruth Vice President Davidson Engineering, Inc. 4365 Radio Road #201 Naples, Florida 34104 J osh c@davidsonengineering com Tel: (239) 434-6060 (office) Tel: (239) 877-3480 (cell) Fax: (239) 434-6084 501P agc SECOND AMENDMENT TO AGREEMENT 917-9199 CA EXHIBIT B CONSTRUCTION MANAGER'S KEY PERSONNEL ASSIGNED TO THE PROJECT David Pals Project Director David Steger Sr Project Manager Jeff Smith Assistant Project Manager TBD Project Engineer Ken Masse Sr Superintendent TBD Superintendent I Paul Hornus Superintendent 11 Senior Safety Manager Dean Ramineh Field Office Manager Betty Lounds Contract Administrator Lyn Ross 511Pagv SECOND AMENDMENT TO AGREEMENT N 17-7198 OCAQ EXHIBIT C CERTIFICATE OF SUBSTANTIAL COMPLETION OWNER'S Project No. DESIGN PROFESSIONAL's Project No. PROJECT: CONSTRUCTION MANAGER Contract For Contract Date This Certificate of Substantial Completion applies to all Work under the Contract Documents or to the following specified pails thereof: To: OWNER And To: Substantial Completion is the state in the progress of the Work when the Work (or designated portion) is sufficiently complete in accordance with the Contract Documents so that the OWNER can occupy or utilize the Work for its intended use. On the date provided below, CONSTRUCTION MANAGER declares that the Work has reached Substantial Completion. Moreover, the Work to which this Certificate applies has been inspected by authorized representatives of OWNER and DESIGN PROFESSIONAL and they also agree that the Work is substantially complete in accordance with the requirements of the Contract Documents: DATE OF SUBSTANTIAL COMPLETION Pursuant to §2.4(g) of the Amendment, a Punch List shall be prepared within 10 calendar days from the date hereof. The failure to include an item on the Punch List shall not alter the responsibility of CONSTRUCTION MANAGER to repair any and all Work in accordance with the CONSTRUCTION MANAGER's warranties as provided in the Contract Documents. The Punch List shall be completed on or about days after the preparation of the Punch List. 52111 n, SECOND AMENDMENT TO AGREEMENT 1119-9198 The responsibilities between OWNER and CONSTRUCTION MANAGER for security, operation, safety, maintenance, heat, utilities, insurance and warranties shall be as follows: RESPONSIBILITIES: CONSTRUCTION MANAGER: The following documents are attached to and made a part of this Certificate: This certificate does not constitute an acceptance of Work not in accordance with the Contract Documents nor is it a release of CONSTRUCTION MANAGER's obligation to complete the Work in accordance with the Contract Documents. Executed by Design Professional on 201_ DESIGN PROFESSIONAL By: Type Name and Title CONSTRUCTION MANAGER accepts this Certificate of Substantial Completion on 201_. CONSTRUCITON MANAGER By: Type Name and Title OWNER accepts this Certificate of Substantial Completion on 201 OWNER By: Type Name and Title 531P age SECOND AWNDWNT TO AGEEE W NT 917-7198 CA EXHIBIT D Construction Manager's Final Payment Affidavit (Pursuant to §713.06, Fla. Stat.) STATE OF FLORIDA ) ) SS: COUNTY OF COLLIER ) Before me, the undersigned authority, personally appeared Gordon Knapp, who, upon being duly sworn, deposes and says of his personal knowledge the following: 1. He is the Senior Vice President - Florida, of Manhattan Construction (Florida), Inc., which does business in the State of Florida, hereinafter referred to as the "Construction Manager." 2. Construction Manager, pursuant to a contract with Collier County, a political subdivision of the State of Florida, hereinafter referred to as the "Owner," has furnished or caused to be furnished labor, materials and/or services for Project No: 50156, for Collier County Sports Complex on the real property known as Collier County Sports Complex, having the address of Naples, Florida. 3.This affidavit is executed by the Construction Manager in accordance with §713.06 of the Florida Statutes for the purposes of obtaining final payment from the Owner in the amount of $ 4. All Work to be performed under the contract has been fully completed, and all lienors under direct contract have been paid in full, except the following listed lienors: NAME OF LIENORS: AMOUNT DUE: Manhattan Construction (Florida), Inc. Gordon Knapp, Senior Vice President - Florida Sworn to and subscribed before me this day of , 201_, by Gordon Knapp, the Senior Vice President - Florida of Manhattan Construction (Florida), Inc., who personally known to me or producedas identification, and did take an oath. WITNESS my hand and official seal in the County and State last aforesaid this _day of 20 Notary Public State of Florida at Large Typed, printed or stamped name of Notary Public My Commission Expires: 541Page SECONDAMENDMENT TO AGMEM NTN 17,7198 CAO EXHIBIT E GMP PROPOSAL (Following this page) 55111au SECOND AMENDMENT TO AGREEMEM917-7196 0 Collier CoLlrlty, FL Collier County Sports Complex Exhibit E - GMP Proposal Phase 1A - GMP#02 - Horizontal and Vertical Work Package March 26, 2019 Prepared for: Collier County Government Board of County Cornmissioners 3299TamiamiTrail East, Suite 303 Naples, FL 34112-5746 Prepared by: Manhattan Construction 3705-1 Westview Drive Naples, Florida 34104 Contact Person at Manhattan: Gordon Knapp, Senior Vice President gknapp@manhattanconstructioti.com (239) 643-6000 Co ger County Contents 1. GMP Budget Summary 2. GMP Clarifications and Assumptions 3. General Conditions Budget Estimate 4. Allowances 6. Preliminary Construction Schedule 7. Document Rider—List of Contract Documents (including Plans and Speciftcations to tuhich the GMP Budget is based upon) 8. Site Utilization Plan 0 Manhattan G • CD 76Y County m Manhattan Uvilding eerei/core. CCSO PHASE IA HORVONTAL Dll9rzol5 MCF PHOIA PRESENTAMN SUMMARY Pepel all Cot] v County Section Two ClarificationsGMP •, Assumptions N12 c�� Clarifications & Assumptions Collier County Sports Complex — Phase 1A Naples, Florida Construction Documents March 26, 2019 Document Acknowledgement 1. GMP is based upon the documents and specifications as listed below and within the Document Rider. (Scope 1.01) - Approved CGBS Plans — Issued 1/28/2019 (Scope 1.01) - CGBS Bid Exhibits — Issued 1/28/2019 (Scope 1.01) - CGBS Roundabout Exhibit — Issued 1/28/2019 (Scope 1.02) - CGBN Lift Station Specifications — Issued 1/28/2019 (Scope 1.03) - STA 3+80 ROW Exhibits — Issued 1/28/2019 (Scope 1.04) - CGBN ROW Plans —Issued 1/28/2019 (Scope 1.05) - Davidson Engineering Construction Plan Set, Revision 2 Dated 01/18/2019 — Issued 1/28/2019 Technical Specifications — Issued 1/28/2019 Addendum 1 - Reissuance of Scope 1.05 Davidson Engineering Construction Plan Set — Issued 1/29/2019 Addendum 2 - Pre and Post Clearing Survey Exhibit — Issued 1/31/2019 Addendum 3 - Bid Addendum#1 — Issued 2/08/2019 Addendum 4 - Soil Boring Report — Issued 3/1/2019 Vertical Construction Budget Set — Sent via email on 3/1/2019 General Items Acceptance of these Clarifications and their inclusion as a Contract Document is condition - precedent to our Proposal. We specifically exclude any Bid and/or Contract Document requirements to the contrary, as these Assumptions and Clarifications shall supersede any other Drawings, Specifications, proposed Contract language, and/or all other Bid Documents, 2. Our Proposal is based on a 13 month Construction Schedule. Substantial Completion will be achieved within 13 months of receipt of both the site development permit and Notice to Proceed. Manhattan Rui7Aing nzce(lxnre. 11 G 116 0A 3. Our Proposal is based on the enclosed Manhattan Construction Florida Proposed Construction Schedule plus time adjustments for any Change Orders, and is contingent upon the Owner providing the complete Building Permit and any and all related permits or approvals that may be required for a 100% un -encumbered construction start by Manhattan Construction Florida. Any delays by the Owner in providing these permits and/or approvals shall be a subsequent delay to the Construction Schedule and shall be compensated to Manhattan Construction Florida. 4. Manhattan will use the Phoenix Scheduling program for all project scheduling, and we assume that this program will satisfy all project schedule requirements. 5. The following items are not included in this estimate, but should be taken into consideration or provided by the Owner or Design Team: a) Design Fees for Architects and Consultants. b) Verification that the design indicated in the drawings and specifications meets code requirements. c) Verification that the design indicated meets owner insurance and operational requirements. d) Maintenance agreements beyond substantial completion, unless specifically stated within the contract documents. e) Abatement, mitigation and/or removal of hazardous or contaminated materials. f) Cost of building permit and inspection fees. g) The Subcontractors will provide and pay for the basic, major trade permits only (Plumbing, Mechanical and Electrical). The major Building permits, the Use & Occupancy permits, all utility permits / coordination / fees, tap fees, public space permits, etc. and all other non -primary major trade permits are all to be provided and paid for by the Owner unless agreed to otherwise. h) Electric, Gas or Water municipal impact fees, as well as utility company charges for permanent power, telephone service and CATV. I) Cost of permanent water and electrical power usage. j) The unloading, stocking, distribution and installation of Owner FF&E items (e.g.: furniture, wall hangings, point of sale items, etc...) k) Dumpster fees, to be paid by owner. MCF to coordinate. 6. This Work Authorization includes the costs for Manhattan's temporary conditions and general conditions. This time frame is based on the current project schedule. 7. Manhattan has strived to include allowances for design items identified by Manhattan as missing from project documents. Manhattan will reconcile these allowances based on Construction Documents when they are provided for use. Items not fully detailed and located on the contract project documents will also be priced once final Construction Documents are received by Manhattan. Manhattan I{vilA7,vg «anllertre. Page 216 CAf7 8. All construction Float in the Construction Schedule shall accrue for the exclusive use of Manhattan Construction Company, unless mutually agreed otherwise, regardless of any bid documents or specifications to the contrary. Manhattan Construction Company shall be compensated with Time Extensions and General Conditions costs for time delays not the fault of Manhattan Construction Company, 9. This project is based on normal working hours. No premium or weekend time is included unless specifically noted otherwise elsewhere in our Proposal. 10. We assume unrestricted access to the work sites per the Site Utilization Plan. 11. Independent or police jobsite night time security has not been included. 12. We have included 6' high temporary fencing as indicated in the Temp Fencing Plan herein. 13. Material testing has been included as an allowance based on proposal's received from CMT providers. These proposals have been clarified as estimates only and are subject to change. 14. An allowance log is included with this submittal. All allowances in the log are included in the cost summary. 15. The General Conditions and General Requirements values included in the GMP Proposal are not line item guaranteed maximums by Month but a total guaranteed maximum for General Conditions and General Requirements for this total Phase of the Project. The schedule submitted to establish the guaranteed maximum total staffing allocation is not intended to limit the Construction Managers flexibility in assigning staff in each monthly pay period. The Construction Manager may vary the allocation of hours in each billing cycle so long as the total is not exceeded. Only the costs spent each month for staff at the approved rates identified in Exhibit G will be charged to the Project which also applies for the other miscellaneous administrative costs included in the GMP Proposal. The Construction Manager will submit a monthly detailed invoice report documenting the daily log of staff hours multiplied by the approved rate. The report will identify the percentage used compared to the percentage of time to Final Completion. Unused hours will be reconciled at Final Completion and the value will be returned to the Owner. Insurance, Staff Rates and Bonds 1. Builder's Risk ("all-risk") Insurance is included per Manhattan policy terms and conditions. 2. Manhattan will utilize its subcontractor surety program, Subcontract Default Insurance (SDI), for Performance and Payment bonds. Subcontracts and Purchase Orders will be enrolled at a premium rate of 1.5% of the total Subcontract/Purchase Order value. The premium rate is not subject to audit; however the application of the rate to Subcontracts and Purchase Orders will be reconciled at the end of the job. 3. Builders Risk Insurance and any and all insurance deductibles is included. Our insurance coverage is provided by XL, Incorporated, and is limited to those terms, conditions, and limits of coverage. All insurance requirements of the Contract are limited to and must be verified with our standard Manhattan Ihiildirsg ex�ellanrv. 11 316 CAO coverage or increased at additional cost, as necessary. We have not included any "deductibles" for any Owner's insurances, they shall be reimbursed at cost if needed. 4. Performance and Payment Bonds for Manhattan and associated costs are included. Division 01 1. Costs associated with Energy reviews and Accessibility reviews and inspections are not included. 2. Sales tax is included on all incorporated material at a rate of (6.00%) 3. We do not include any excavation, removal, undercutting, replacement, handling, or any other costs for any "unsuitable soils" for any reason. This includes rock, contaminated materials, hazardous materials, debris, groundwater, trash, waste, high moisture content, and/or anything other than "suitable soils" encountered below the existing top surface of the ground. Suitable soils are defined as existing in a condition ready for immediate re -use as fill material and/or topsoil. All unsuitable soils shall be handled by change order per unit prices as encountered and all related delay will be added to the Contract Completion Date and the schedule on a day -for -day basis. This clarification supersedes any information contained in the Soils Report, etc. and shall supersede any differing or contradictory requirements anywhere else within the Bid and/or Contract Documents, such as "Un - Classified Soils" requirements, etc. 4. We include pumping / de -watering required due to normal rain, snows, etc. We have included Site Water Management including site pumping and retaining as an add alternate to the proposed Earthwork subcontractor. 5. We do not include any engineering responsibility for design liability for any of the work shown on the Contract Documents. We will submit requests for information and/or subcontractor shop drawings for all such issues for specific direction and/or review, approval, and full acceptance of design liability by the design architect and/or engineer(s) of record. The Architect and the other design consultants are responsible for the complete and proper design and associated design liability. 6. Manhattan excludes any responsibility or liability for patent, trademark, or copyright infringement claims based on content of the Contract Documents. 7. We are not responsible for delays or major cost increases due either directly or indirectly to utility outages, brownouts, or loss of power. 8. We have carried 4 months of temporary trailer office facility. Sheriff/Caretakers residence is to be used as office facility for the remaining construction Phases. Division 02A - Surveying 1. We have included (1) survey for materials excavated from lake constructed within Phase 0 work. 2. This scope is inclusive of work relating to only that which lies within the boundary of Phase 1A and Phase IB utilities. No Surveying for any future work is included within this agreement. Manhattan Ruildi�,g rz,'ellenre, P fl e e 4 1 6 C,� 3. We have included as -built data collection tasks on a (1) time basis. Division 26A — Electrical 1. No concrete encasement of duct banks has been included. 2. FPL transformer pads and secondary connections in FPL transformers are to be by FPL. 3. No handholes have been included, to be furnished and installed by others. 4. All conduit duct banks are considered straight runs with no splicing or conduit stub outs for future utility work included. 5. Number of duct banks and conduits included are as specified in RFI response issued by Davidson Engineering on 3/6/2019. 6. All scope of work relating to supplying power for site lighting and field lighting has been included as an allowance with the Vertical Construction. Division 31A - Earthwork 1. Locating of existing utilities to be performed by Owner prior to commencement of this scope of work. 2. No import fill is included. Manhattan assumes stockpiled fill from Phase 0 will satisfy the quantity necessary to reach required site elevation. Division 32B - Concrete Paving / Stamped Concrete 1. Cost associated with colored concrete mock-ups have been included. These mock-ups are to be approved by both the Architect and Owner, and will survive the duration of the project and establish basis for quality. 2. All exposed concrete finishes are included as receiving formed finish (Architectural finish, sandblasting, fluid applications, etc... is excluded) Division 32H - Plantings / Sod / Trees / Mulch / Irrigation 1. Landscaping bid proposals include species from the contract documents provided, that were readily available. Species provided at time of bid may not necessarily be available at time of planting. Should this case arise, alternate species will be presented for Owner selection. Any adjustments required will be handled at that time. Manhattan Rulldiug,m ellence. 2. It is understood that the irrigation plans are conceptual in nature, and will require additional detail prior to installation. Finalization of the irrigation design is not included in the GMP. 3. We have included replanting after removal of existing exotic species, per contract documents, which lists a complete replanting of Restoration Area #1. It is understood that after exotic removal from this area, a survey is to be performed to determine the actual extent of replanting necessary. Cost difference between information available at time of bid and post exotic removal survey to be reconciled at that time. Division 33C - Utilities 1. Modification to existing utility structures is included as stated per contract documents in the GMP. This does not include any repair or unforeseen/unknown existing damages, or modifications not consistent with instructions provided within the contract documents. Manhattan Building srn!(enrr, Pale 616 CAO Co rer County Section Three - General Budget Estimate II. 0 E 9 x a Ell �- m py -- �� Ali$ -- 3@ p a ` d � � � � � .� J� g g `•q � 9 S. i(� 1 fill s y�y:tt�s $ $ aEa� c q �i fo' dddYat 6f 4 V m] - & Y Z• S 9 Co ie -r County Section Four - II. z Allowances Collier County Sports Complex — Phase 1A Naples, Florida Construction Documents March 26, 2019 Vertical Buildings 1.1A Welcome Center 1.113 Restroom and Concession 1.1C Maintenance Building 1.1D Satellite Restroom 1.1E Ticket Office 1.1F Sherriff/Caretaker Quarters $ 2,010,970 LS $ 1,227,000 LS $ 737,000 LS $ 586,479 LS $ 199,320 LS $ 100,000 LS Note: Allowances for vertical buildings were established by cost per gross square foot of each building based on preliminary design drawings. 1.2 Shade Structures $ 518,400 LS 1.3 Monument Signs $ 125,000 LS 1.4 Park Interior Site Lighting $ 120,000 LS 1.5 Signage / Identifying Devices $ 80,000 LS 1.6 Construction Materials Testing $ 70,000 LS 1.7 Flagpoles $ 7,700 LS z Co rev County Section Six - Schedule m I n®� a s `a `a @ � U •ii y i u & v s n®� a �fi `a `a @ � U •ii y i u & v rc rc m m m E, `('fhb} ry g r4 n S 4 I a Ii n®� a fi `a `a XN n®� a fi XN n®� L XN o'o'o p rc rc m m m E, `('fhb} ry g r4 n Co mer County Section Seven - EN u 0 a LfCh C C C y L tVl � � U p c Q � d � N a LfCh C C A p m .2 .2 .2 c. 2 .2 $ m n 2 n N 2 r 2 2 2 n nml 2 2 2 u o o O o n` o g, V, q s o v o c o # # U° # u u° u u # u tl u u° u # # u° u° u u ° u E E m E E E E EN E E E W �^ '^ E E m m u c u u c u u c u u u C u u u u u v v v v v v � ym a wm mm a am vm a wm mm uN nC m 'm m m 'm oC m oC 'm oC aC gC ory oti aC oao 0 0 . 0 0 . o o 0 0 o v,� _. �n� �n� ,n� ink co m m m c m m co m m co m m m m m m s m 0 o m o o 0 o m C m m C m o C m m o m w C o mo m a C C N N ry a a S 0 0 N 0 0 o o 0 0 0 0 0 0 0 0 0 0 m m m m m m m m co m m m m m c m m m m m NIV 0 .^i lV N O O O0 O O O O O O O O O O O O O O O O O O O OH 0 O O O O O O 5 O m Z � 5 � � o x x m a W m r z z + z z a z 0 0 0 0 vip z w �i, g g g z LL z a G¢ w a # YF & z w z a o z z r z z g w z g a z z g a¢ z z w w wit ou p p p a a a i z J o w Y w J Fj s n a a m 2 z0 W 4 Q W Q W m uy u� w w �zd a J) z azL w 0 a z> a f ou 3 5 a a 5 m n o s o 0 o s o o 5 5 5 o 00 o n No a e r o0 0 0 .+ ry m a n N N O U O U O U U ti U ti U N V N 6 n U N U N 6 U N U N U N U N 6 U fNV U U U N U U N U V U U LfCh XOw W > ¢m E U m m N(U 0 D o ,ULL v; T m � a 0 m U Z U V w 0 c G \� O ` `o_ `o `0 `o `o C `o_ o `o m^ o 0 0 0 0 0 o o o tl 0 tl 0 Y. o C a Y.G8 m o o G tl tl 2 tl tl 2 G tl tl 2 2 2 tl i (^V N N N lV N L2 Y„ Yn Yn Yn 2 t'n Y m N Yn F N t4 t;U' % O o N G 1n O N 2 ` ` O ` o O O ` o O O o O o O y� O O o O O U U U U u U U yt �k �t U u N U N U N U N U N U N U N u N U M U N U N u N VI Vl N N E E M N N E E E N M c m l� m l7 m l7 m t7 m l� m l� m l7 m l7 m U m U m l7 m l� m m l7 m l7 m l7 v' a' m m m m i u u u u u u u u u u u U U U U U C. v u u u u u c U u Oti v v o a Uy OM Om Off' Oq ON ON H Om OM' ti Om O� Oti ti Q Q Om Oti \ Q Q Q ON ry N0 Nm Wm Wry NW 'm 'm aC o.ry nC aC nC C 00 C 00 nC 0'� nry oA nC 0 o'ti C 00 nC o.ry nC aC oC m m m �m 00 a 0 o 0 00 o� 0 00 0 0 00 o 0 a 0 a w $0 0 0 0 .n �. 0 ., 0 v. � .n `.in `. o N `. �n `. �n m m m m m m m m m m m m m m m m m 0 0 0 0 0 0 0 0 0 0 0 o ry o 0 0 0 0 0 C C m m m m w m m m m ro m m m m m m m m w m m m ro N C C a C C C C C CC C C C C r a C C C a C C 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 m m m c m m m m m m m rn o+ m m m o+ rn m m o ry o o "C a o " 0 0 0 0 0 0 o 0 o 0 0 C C � N ul VI M N Yl � ul V1 m o N N W Y1 C C CC C C C C C n C C C n ry ry C 0 0 0 0 0 s s N 0 s 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 + n a n + a m+ G n o w 0 + 0 o m N z z + 2 6 2 0 0 0 0 .", +° N N o u ' d ¢ d z o n o o o a z G z z z vai r . m + + + ti m o o fu ry w o 0 0 vii z z U 0 N 0 a m a M a r a a .. ¢ vM+i a C u w a z z a m z� N N F Na N N N N N N N G Q O O n 0 0 0 0 0 0 0 0 o 0 m a G G o w 5 0 0 0 0 0 0 0 0 G G G G G G G 0 0 G 0 z w N a s a '" o m u n a n n o in w w vi w w ¢ z a 0 "� r 0 0 0 0 n n a a n a w a x w z a N N N N N N N N N N N N z U w a m F s vG a ,� w N N Vl N N N Vl m z 2 z z a a a g g a g ¢ a u p u w w a uU o C K Z z g vai Vl O rl M p N O O m H N M O N 00 n IaV O O V V O V Yl N ry N N N VI Yl �D �G �O N n (O N ry U ry U N U ry U N U ry U ry U N U U U N U N U U N U N U N U N U N U N U N U U N U N U N U N U U \� O V V c c"o 0 a% � aX`0 0 y- y- Vi� Nm V1� Vl Vl NN w It a 111 lb IU W a a a It v 6 v Iy11 v w VIn a .Ym VlN Ym 1/�1N Yro .Yro rmi ,Ym .mi xm xm m 'm m m 'm 'm m ro 'ma Jmm N N N N N N N N N N N N N N z" z". z zo zo z z- m m m m m m m m m m m m m m mo m� M� mo m_ m mo .. m_. f f 0 0 oIan 0 0 0 o oIn oInFl a v o y o o o y M y o y o y o f vomovo va w� am m ^ WF ovoo vo vkk o ao ao on o a^o 0om n nnn�o�o8 I nner 1o`n' In n In E In E In E in E In E vl E In E In E �n E anIn IvnnC IonnC In m m m o+ m m rn m m m O . 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THE CONDITION OF THIS BOND is that if Principal: Promptly makes payment to all claimants as defined in Section 255.05(1), Florida Statutes, supplying Principal with labor, materials or supplies, used directly or indirectly by Principal in the prosecution of the work provided for in the Contract, then this bond is void; otherwise it remains in full force. Any changes in or under the Contract and compliance or noncompliance with any formalities connected with the Contract or the changes do not affect Sureties obligation under this Bond. The provisions of this bond are subject to the time limitations of Section 255.05(2). In no event will the Surety be liable in the aggregate to claimants for more than the penal sum of this Payment Bond, regardless of the number of suits that may be filed by claimants. IN WITNESS WHEREOF, the above parties have executed this instrument this day of 20 , the name of each party being affixed and these presents duly signed by its under -signed representative, pursuant to authority of its governing body. Signed, sealed and delivered in the presence of: PRINCIPAL Witnesses as to Principal STATE OF _ COUNTY OF 561Pegc SECOND AMENDMENT TO AGREEMENT k 17-7198 1 -Ya NAME: ITS: CAO The foregoing instrument was acknowledged before me this _day of 20, by as of a corporation, on behalf of the corporation. He/she is personally known to me OR has produced as identification and did (did not) take an oath. My Commission Expires: (AFFIX OFFICIAL SEAL) ATTEST: Witnesses to Surety OR Witnesses STATE OF 57 1 P a , SECOND AMENDMENT TO AGREEMEN"r 9 174198 (Signature of Notary) (Legibly Printed) Notary Public, State of Commission No.: SURETY: (Printed Name) (Business Address (Authorized Signature) (Printed Name) As Attorney in Fact (Attach Power of Attorney) (Printed Name) (Business Address) (Telephone Number) COUNTY OF The foregoing instrument was acknowledged before me this _ day of _ by I as Surety, on behalf of Surety. me OR has produced as not) take an oath. My Commission Expires: (AFFIX OFFICIAL SEAL) 581Pc2, SECOND AMENDMENT TO AGREEMENT 0 17-7198 20 , of He/She is personally known to identification and who did (did (Signature) Name: (Legibly Printed) Notary Public, State of: Commission No.: PUBLIC PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS: as Principal, , as Address) are held and firmly bound to Obligee in Bond No. Contract No. 17-7198 That and Surety, located at (Business , as the sum of ($ ) for the payment whereof we bond ourselves, our heirs, executors, personal representatives, successors and assigns, jointly and severally. WHEREAS, Principal has entered into a contract dated as of the day of 20 with Obligee to]- in orin accordance with drawings and specifications, which contract is incorporated by reference and made a part hereof, and is referred to herein as the Contract. THE CONDITION OF THIS BOND is that if Principal: Performs the Contract at the times and in the manner prescribed in the Contract; and 2. Pays Obligee any and all losses, damages, costs and attorneys' fees that Obligee sustains because of any default by Principal under the Contract, including, but not limited to, all delay damages, whether liquidated or actual, incurred by Obligee; and 3. Performs the guarantee of all work and materials furnished under the Contract for the time specified in the Contract, then this bond is void; otherwise it remains in full force. Any changes in or under the Contract and compliance or noncompliance with any formalities connected with the Contract or the changes do not affect Sureties obligation under this Bond. The Surety, for value received, hereby stipulates and agrees that no changes, extensions of time, alterations or additions to the terms of the Contract or other work to be performed hereunder, or the specifications referred to therein shall in anywise affect its obligations under this bond, and it does hereby waive notice of any such changes, extensions of time, alterations or additions to the terms of the Contract or to work or to the specifications. This instrument shall be construed in all respects as a common law bond. It is expressly understood that the time provisions and statute of limitations under Section 255.05, Florida Statutes, shall not apply to this bond. In no event will the Surety be liable in the aggregate to Obligee for more than the penal sum of this Performance Bond regardless of the number of suits that may be filed by Obligee. IN WITNESS WHEREOF, the above parties have executed this instrument this day of 120 , the name of each party being affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body. 5911,.-,, SECOND AMENDMENT TO AGREEMENT 0 17-9198 Signed, sealed and delivered in the presence of: Witnesses as to Principal STATE OF COUNTY OF PRINCIPAL 1319 ITS: The foregoing instrument was acknowledged before me this _ day of , 20 by , as of a corporation, on behalf of the corporation. He/she is personally known to me OR has produced as identification and did (did not) take an oath. My Commission Expires: (AFFIX OFFICIAL SEAL) ATTEST: Witnesses as to Surety Witnesses 601ru pc SECOND AMENDMENT TO AGREEMENT P P-7198 (Signature) Name: (Legibly Printed) Notary Public, State of: Commission No.: SURETY: (Printed Name) (Business Address) (Authorized Signature) (Printed Name) OR As Attorney in Fact (Attach Power of Attorney) (Printed Name) (Business Address) (Telephone Number) STATE OF COUNTY OF The foregoing instrument was acknowledged before me this _ day of 20 by , as of , a Surety, on behalf of Surety. He/She is personally known to me OR has produced as identification and who did (did not) take an oath. My Commission Expires: (AFFIX OFFICIAL SEAL) 6111 SECOND AMENDMENT TO AGREEMENT M 17-9198 (Signature) Name: (Legibly Printed) Notary Public, State of: Commission No.: EXHIBIT G CONSTRUCTION MANAGER'S STANDARD RATES Title 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 Pro'Proiect Manaaer $110 Assistant Project Manager $75 Sr Proicet Engineer $65 Project Scheduler $115 Senior Superintendent $135 Site SuperinlQndrnt $110 Senior Safety Man $65 Field Office Manager $57 621Pngc SECOND AMENDMENT TO AGREEMENT # 17-7198 EXHIBIT H: RELEASE AND AFFIDAVIT FORM COUNTY OF (COLLIER) STATE OF (FLORIDA) Before me, the undersigned authority, personally appeared who after being duly sworn, deposes and says: (I) In accordance with the Contract Documents and in consideration of $ to be received, ("Contractor") releases and waives for itself and it's subcontractors, material -men, successors and assigns, all claims demands, damages, costs and expenses, whether in contract or in tort, against the Board of County Commissioners of Collier County, Florida, relating in any way to the performance of the Agreement between Contractor and Owner, dated ,20 for the period from to . This partial waiver and release is conditioned upon payment of the consideration described above. It is not effective until said payment is received in paid funds. (2) Contractor certifies for itself and its subcontractors, material -men, successors and assigns, that all charges for labor, materials, supplies, lands, licenses and other expenses for which Owner might be sued or for which a lien or a demand against any payment bond might be filed, shall be fully satisfied and paid upon Owner's payment to Contractor. (3) Contractor agrees to indemnify, defend and save harmless Owner from all demands or suits, actions, claims of liens or other charges filed or asserted against the Owner arising out of the performance by Contractor of the Work covered by this Release and Affidavit. (4) This Release and Affidavit is given in connection with Contractor's [monthly/final] Application for Payment No. _ Witness President STATE OF COUNTY OF CONTRACTOR BY: ITS: DATE: [Corporate Seal] The foregoing instrument was acknowledged before me this day of , 20, by , as of a corporation, on behalf of the corporation. He/she is personally known to me or has produced as identification and did (did not) take an oath. My Commission Expires: (AFFIX OFFICIAL. SEAL) 6311'a gc SECOND AMENDMENT TO AGREEMENT R 17-7198 (Signature of Notary) NAME: (Legibly Printed) Notary Public, State of Commissioner No.: EXHIBIT I FORM OF CONTRACT APPLICATION FOR PAYMENT Collier CountyBoardof County Commissioners Lhe OWNER Coun Water-ServerOwner's Project Manager's Name: Contracl �Collier Date: County's Division Name Pro'ect No. Payment to the CONTRACTOR for the above AMOUNT DUE THIS APPLICATION is recommended Submitted by Contractor Representative: Name Design Professional's Name: Application Date: Signature: Contractor's Name & Address: Payment to the CONTRACTOR for the above AMOUNT :DUE THIS APPLICATION is recommended by: Payment Application No. Original Contract Time: Original Contract Price: $ Revised Contract Time: Total Change Orders to Date: $ Revised Contract Amount: $ Total Value of Work Completed & Stored to Date: $ Retainage @10% through Insert Date $ Retainage @ 10% through [Insert date] $ , Retainage @ % after Insert date $ Less Retainage $ Total Earned Less Retainage $ Less previous payment(s Percent Work Completed to Date: % AMOUNT DUE THIS APPLICATION: $ Percent Contract Time Completed to Date: % Liquidated Damages to Be Accrued $ Remaining Contract Balance $ ATTACH SCHEDULE OF VALUES AND ACCOMPANYING DOCUMENTATION TO THIS APPLICATION CONTRACTOR'S CERTIFICATION: The undersigned CONTRACTOR certifies that: (1) all previous progress payments received from OWNER on account of Work done under the Contract referred to above have been applied to discharge in full all obligations of CONTRACTOR incurred in connection with Work covered by prior Applications for Payment numbered 1 through inclusive; (2) title to all materials and equipment incorporated in said Work or otherwise listed in or covered by this Application for Payment will pass to OWNER at time of payment free and clear of all liens, claims, security interests and encumbrances (except such as covered by Bond acceptable to OWNER); (3) all amounts have been paid for work which previous payments were issued and received from the OWNER and that current payment is now due; and (4) CONTRACTOR has only included amounts in this Application for Payment properly due and owing and CONTRACTOR has not included within the above referenced amount any claims for unauthorized or changed Work that has not been properly approved by Owner in writing and in advance of such Work. Contractor's Name Contracl I Date: Type Title: Shall be signed by an authorized representative o the Cononctor. Payment to the CONTRACTOR for the above AMOUNT DUE THIS APPLICATION is recommended by: Design Professional's Name: Signature: Date: Payment to the CONTRACTOR for the above AMOUNT :DUE THIS APPLICATION is recommended by: Owner's Project Manager Name: Signature: Date: 641P SECOND AMENDMENT TO AGREEMENT 4 17-7198 c,;ici Pe0leq Name: PeolegN nnow: pm: Penna Ta Explanation for the two columns under Previous Applications: The Thru Date Is where you will place all Information until the contract is complete unless release or reduction of retainage Issc Into play. If this happens, all information up to the date of the %change In retainage Is placed In the Thru Dale column. information after that date Is placed In the Since Dale column. This statf. what has happened since the change in retainage 651P SECOND AMENDMENT TO AGREEMENT 4 17-7198 c'.w ------------- Explanation for the two columns under Previous Applications: The Thru Date Is where you will place all Information until the contract is complete unless release or reduction of retainage Issc Into play. If this happens, all information up to the date of the %change In retainage Is placed In the Thru Dale column. information after that date Is placed In the Since Dale column. This statf. what has happened since the change in retainage 651P SECOND AMENDMENT TO AGREEMENT 4 17-7198 c'.w EXHIBIT J CONSENT OF SURETY (following this page) 661Pa g c SECOND AMENDMENT TO AGREEMENT 9 17-7198 CONSENT OF SURETY TO FINAL PAYMENT AIA DOCUMENT G707 -ELECTRONIC FORAIAT OWNER ARCHITECT CONTRACTOR SURETY OTHER THIS DOCUMENT HA.S IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION AUTHENTICATION OF THIS ELECTRONICALLY DR.9FTED AIA DOCUAIENT AIA)'BE MADE BY USING AIA TO OWNER: ARCHITECT'S PROJECT NO.: (Name and address) PROJECT: CONTRACT FOR: (Name and address) CONTRACT DATED: as (Insert name and address on bond of (Insert name and address of Contractor) SURETY, ,CONTRACTOR, hereby approves of the final payment to the Contractor, and agrees that final payment to the Contractor shall not relieve the Surety of any of its obligations to (Insert name and address of Owner) as set forth in said Surety's bond. IN WITNESS WHEREOF, the Surety has hereunto set its hand on this date: (Insert in writing the wroath followed by the minteric date and year.) Attest: (Sea!): (Signature of aphorized representative) (Prinlert tame and title) , OWNER, ® 1994 THE AMERICAN INSTITUTE W ARC S, 1799WASHINGTON,000 •52 . AIA DOCUMENT0- CONSENT OF SURETY TO FINAL PAYMENT - 1994 EDITION - AIA® - WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: g707mast.ala — 1(7/2003. AIA License Number 1113723, which expires on 10131/2003. Electronic Format G707. 1994 1 NO Bond No. CONSENT OF SURETY TO REDUCTION IN OWNER ❑ OR PARTIAL RELEASE OF RETAINAGE ARCHITECT CONTRACTOR ❑ ❑ A4 DOCUAfENT G707A - ELECTRONIC FORMAT SURETY ❑ OTHER ❑ THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY DOC I IMENT D USING AIA TO OWNER: ARCHITECT'S PROJECT NO.: (Name and address) PROJECT: Nance and address) CONTRACT FOR: CONTRACT DATED: In accordance with the provisions of the Contract between the Owner and the Contractor as indicated above, the (Insert name and address of Surety) SURETY, on bond of (Insert name and address of Contractor) CONTRACTOR, hereby approves the reduction in or partial release of retainage to the Contractor as follows: The Surety agrees that such reduction in or partial release of retainage to the Contractor shall not relieve the Surety of any of its obligations to (Insert name and address of Owner) as set forth in said Surety's bond. IN WITNESS WHEREOF, the Surety has hereunto set its hand on this date: (Insert in writing the month followed by the maneric date and year) Attest: (Seal); (Surety) (Signature of auUnorued representative) (Printed name and title) , OWNER, INSTITUTEQ 1994 THE AMERICAN ARCHITECTS, 3 OR AVENUE, WASHINGTON, D.C. 20006-5292. AlA DOCUMENT G O7A - CONSENT OF SURETY TO REDUCTION IN OR PARTIAL RELEASE OF RETAINAGE - 1994 EDITION - AIA® - WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: g707amst.aia -• 1!712003. AIA License Number 1113723, which expires on 10/31/2003. Electronic Format G707A • 1994 1 CAC} EXHIBIT K: CHANGE ORDER Change Order Form Contract#: Change #:= Pu rchase Orders: Project ContractorlFirm Name: Project Name: Project Manager Namel Department: Completion Date,Description of the Task[sj Change, and Rationale for the Change Notice to PraceeOriginal = Last Approved Revised Date Date Completion Date Date ttnouxstrcs cnang=_) C of Days Added 3eleet Tasks ❑Add new tasks( 13Delete tasks) O; Changetask(s) q'; Otheryseaw-OAJ Provide a response to the following: l.( detailed and specific ezplanationhationale of the requested change[s) to the task(s) and / or the additional days added (if requested[; 2.)why this change was not included in the ongi nal contract, and, 3.1 describe the impact if this change is not processed. Attach addhionsl information from the Design Professional aMlor Contractor d ne=dad. Prepared by: Date: (Project Manager Name and Department) Acc=eptance of this Change Order s hall conathula_ a modification to contras / workorder idenidiad above and will be subject to all the same terms and conditions as contained in the contract/ workorder indicated above, as fultyas g the same were stated in this acceptance. The adjustment, d any, to the Contract shall conslrtute a full and final settlement of any and all claims of the Contra=r l Vendor f Cons wham f Design Professbnsl adsing out of or related to 1ha change set fonh herein, Including claims for impacl and delay costs. Accepted by: Date: (COR1raCtor JVEnd-0! J Cons Yllani J D£S lgM1 PfOfEa51oR31 and Name of Firm, if project applicable) Approved by: Date: (Design Professional and Name of Firm, ff project applicable) Approved by: Date: (Procurement Professional ,arm " ra �q j-aau v � _ 1� :rn � t .t) 671pa c SECOND AMENDMENT TO AGREEMEN r 9 17-9199 EXHIBIT L: FINAL PAYMENT CHECKLIST Bid No.: Project No.: Contractor: The following items have been secured by the _ for the Project known as ,20 and have been reviewed and found to comply with the requirements of the Contract Documents. Original Contract Amount: Final Contract Amount: Commencement Date: Substantial Completion Time as set forth in the Agreement: Calendar Days. Actual Date of Substantial Completion: Final Completion Time as set forth in the Agreement: Calendar Days. Actual Final Completion Date: YES NO All Punch List items completed on 2. Warranties and Guarantees assigned to Owner (attach to this form). 3. Effective date of General one year warranty from Contractor is: 4. 2 copies of Operation and Maintenance manuals for equipment and system submitted (list manuals in attachment to this form). 5. As -Built drawings obtained and dated: 6. Owner personnel trained on system and equipment operation. 7. Certificate of Occupancy No.: _ issued on (attach to this form). 8. Certificate of Substantial Completion issued on 9. Final Payment Application and Affidavits received from Contractor on: 10. Consent of Surety received on 11. Operating Department personnel notified Project is in operating phase. 12. All Spare Parts or Special Tools provided to Owner: 13, Finished Floor Elevation Certificate provided to Owner: 14, Other: If any of the above is not applicable, indicate by N/A. If NO is checked for any of the above, attach explanation. Acknowledgments: By Contractor: (Company Name) (Signature) (Typed Name & Title) By Design Professional: (Firm Name) (Signature) (Typed Name & Title) By Owner: (Department Name) (Signature) (Name & Title) 681Pa SECOND AMENDMENTTO AGREEMENT 0 17-7198