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#20-7700-ST (Manhattan Construction, Inc.)CONSTRUCTION MANAGEMENT AT RISK AGREEMENT COLLIER COUNTY, FLORIDA PROJECT NO 20-7700-ST PROJECT NAME AND LOCATION: Government Operations Business Park CMAR — Construction Manager at Risk 3959 City Gate Boulevard North, Naples, Florida 34117 CONSTRUCTION MANAGER Manhattan Construction Company 3705-1 Westview Drive Naples, FL 34104 (239) 643-6000 Florida GCG: 1527505 DESIGN PROFESSIONAL Stantec Consulting Services, Inc. 5801 Pelican Bay Boulevard, Suite 300 Naples, Florida 34108 Telephone Number: 239-649-4040 TABLE OF CONTENT'S ARTICLE DESCRIPTION PAGE: I THE CONSTRUCTION TEAM AND EXTENT OF AGREEMI:NI'.............................................. 5 1.1 The Construction Team...................................................................................................................... 5 1.2 Extent of Agrecment.......................................................................................................................... 5 l.; Definitions.......................................................................................................................................... 6 2 CONSTRUCTION MANAGER'S SERVICES.......................................................... ....................... 7 2.0.0 Preconstruction Services........................................................................................ 7 2.0.1 General............................................................................................................ 8 2.0.2 Review of Contract Documents and Field Conditions...................................................... 8 2.1 Design Review And Recommendations............................................................................................. 8 2.2 Construction Phase............................................................................................................................. 1 1 3 OWNEWS RESPONSIBILITIES...................................................................................................... 22 3.1 Owners 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................................................................................................................. 22 3.6 Legal Services.................................................................................................................................... 22 3.7 Drawings And Specifications............................................................................................................. 22 3.8 Cost Of Surveys And Reports............................................................................................................ 22 3.9 Project Fault Defects.......................................................................................................................... 22 3.10 Funding.............................................................................................................................................. 22 3.11 lines Of Communication................................................................................................................... 22 3.12 Lines Of Authority............................................................................................................................. 23 3.13 Permitting &: Code Inspections.......................................................................................................... 23 4 PERMITTING AND INSPECTION.................................................................................................. 23 4.1 Building Permits................................................................................................................................ 23 4.2 Code Inspections................................................................................................................................ 23 5 SUBCONTRACTS.................................................................................................I.......................... 23 5.1 Definition ........................................................................................................................................... 23 5.2 Proposals............................................................................................................................................ 23 5.3 Required Subcontractors' Qualifications And Subcontract Conditions .............................................. 23 5.3.1 Owner's Approval of Subcontractors................................................................................................. 23 5.3.2 Subcontractual Relations.................................................................................................................... 24 5.3.3 Subcontractual Requirements............................................................................................................. 24 5.4 Responsibilities For Acts And Omissions.......................................................................................... 25 5.5 Subcontracts To Be Provided............................................................................................................. 25 5.6 Payments to Subcontractors.................................................................................... 25 6. SCI IEDIJLE, "fIMF., OF COMMENCEMENT AND SUBSTANTIAL COMPLETION ................. 25 6.1 Project Substantial Completion Date, Project Final Completion Date AndOwner Occupancy Date............................................................................................................. 25 6.2 Liquidated Damages.......................................................................................................................... 25 6.2.1 Date of Owner Occupancy................................................................................................................. 26 01 TABLE OF CONTENTS CONTINUED ARTICLE DESCRIPTION PAGE 7 GUARANTEED MAXIMUM PRICE FOR CONSTRUCTION ...................................................... 26 7.1 Guaranteed Maximum Price (GMP) Proposal................................................................................... 26 7.2 GMP'Yaxes........................................................................................................................................ 26 7.3 Adjustments In Contingency Contained Within GMP....................................................................... 26 7.4 Use Of Contingency Contained Within GMP.................................................................................... 26 7.5. Allowance.......................................................................................................................................... 27 7.6 GMP.................................................................................................................................................. 27 7.7 General Conditions............................................................................................................................ 27 8. CONSTRUCTION MANAGER'S FEE............................................................................................. 27 8.1 Fee...................................................................................................................................................... 27 8.1.1 PrCCOnSCI'uCUon Phase Fee................................................................................................................. 27 8.1.2 Construction Phase Fee...................................................................................................................... 28 9. COST OF T'I II: PROJECT............................................................................................................I.... 29 9.1 Definition........................................................................................................................................... 29 9.2 Direct Cost Items............................................................................................................................... 29 10 CHANGE IN THE PROJFCT........................................................................................................... 31 10.1 Change Orders................................................................................................................................... 31 10.1.1 Change Order Definition.................................................................................................................... 31 10.1.2 Acceptable Ways Of Determining Increases Or Decrease InThe GMP On Change Orders......................................................................................................... 31 10.1.3 Itemized Accounting On Change Orders........................................................................................... 31 10.1.4 Adjustments In Unit Prices & GMP Duc T'o Inequitable Quantity Changes ..................................... 32 10.1.5 Concealed Conditions .................................. 10.2 Claims For Additional Cost OrTime................................................................................................. 32 10.3 Minor Changes In The Project........................................................................................................... 32 10.4 Emergencies....................................................................................................................................... 33 11 DISCOUNTS AND PENALTIES..................................................................................................... 33 II . Discounts And Penalties.................................................................................................................... 33 12 PAYMENTS TO THE CONSTRUCTION MANAGER.................................................................. 33 12.1 Monthly Payments for Payment......................................................................................................... 33 12.2 Final Payment.................................................................................................................................... 34 12.3 Payments To Subcontractors.............................................................................................................. 35 12.4 Delayed Payments By Owner............................................................................................................ 35 12.5 Payments For Materials And F,quipment........................................................................................... 35 12.6 Withholding Payments To Subcontractors......................................................................................... 35 13 INSURANCE, INDEMNITY AND WAIVER OF SUBROGATION ................................................. 36 13.1 Indemnity.............................................................................................................................................. 36 13.2 Construction Manager's Insurance....................................................................................................... 36 13.3 Waiver Of Subrogation.......................................................................................................................... 39 14. TERMINATION OF THE AGREEMENT AND OWNER'S RIGHT TO PERFORM CONSTRUCTION MANAGER'S OBLIGATION .............................................................................. 39 14.1 Termination By The Construction Managerr......................................................................................... 39 3 CAO ARTICLE TABLE OF CONTENTS CONTINUED DESCRIPTION 14.2 Owner's Right To Perform Construction Manager's Obligations And "Termination ByOwner For Cause................................................................................................. 14.3 'termination By Owner Without Cause.................................................................... 15 ASSIGNMENT AND GOVERNING LAW............................................................ 15.1 Assignment Consent................................................................................................. 15.2 Governing Laws.................................................................... ............................... PAGE ............................ 40 .................. I......... 40 ............................ 41 ...................... I..... 41 ................ I ......... .. 41 16 NOTICE OF CLAIM; WAIVER OF REMEDIES; NO DAMAGES FOR DELAY ........................... 41 16.1 Notice of Claim..................................................................................................................................... 41 16.2 Resolution of Claims and Disputes,Generally................................................................................. 42 16.3 Venue.................................................................................................................................................... 42 16ARemedy for Delay.................................................................................................................................... 42 16.5 Waiver of Consequential Damages.......................................................................................................... 42 17 MISCELLANEOUS............................................................................................................................. 42 17.1 1 larmony............................................................................................................................................... 42 17.2 Applications for Payment..................................................................................................................... 42 17.3 Construction Manager's Project Records.............................................................................................. 43 17.4 Minority Participation........................................................................................................................... 43 17.5 Construction Manager's Payment Rights.............................................................................................. 43 17.6 Public Entity Crime Information Statement ............................... ....................................... I................... 43 17.7 Unauthorized Aliens............................................................................................................................. 43 17.8 Electronic Mail Capabilities................................................................................................................. 44 17.9 Captions and Section I leadings............................................................................................................ 44 17.10 Agreement Preparation......................................................................................................................... 44 17.11 Third Party Beneficiaries....................................................................................................................... 44 17.12 Calendar Days....................................................................................................... 44 17.13 Statutory Disclosures............................................................................................... 44 17.14 Public Records........................................................................................................ 44 17.15 Ownership and Use of Work Products............................................................................. 45 17.15.1 Copyright and Proprietary......................................................................................... 45 17.15.2 Termination -Documents................................................................................................ 45 17.15.3 Nonexclusive License.............................................................................................. 46 EXIIIBITS A-1 Scope of Services - PI•eConSt•UCtlon.......... A-2 Project Schedule - Preconstruction Phases A-3 Construction Team Assigned Representatives...................................................................................... B Construction Manager's Key Personnel................................................................................................ C Certificate of Substantial Completion................................................................................................... D Construction Manager's Final Payment Affidavit................................................................................ E Amendment No. I- GMP Proposal Construction Services Phase......................................................... F Construction Manager's Personnel To Be Assigned During Pre -construction Phase ........................... G Construction Manager's Personnel To Be Assigned During Construction and Approved Staff RatesPer Article 8................................................................................................................................ I I Payment and Performance Bond Form................................................................................................. IRelease and Affidavit................................................................................................. I Form of Contract Application for Payment..................................................................... 1� Consent of Surety....................................................................................................................... I. Change Orderr....................................................................................................... Iv1 Construction Manager's Request For Final Payment Checklist Form ....................................... 4 9 CONSTRUCTION MANAGEMENT AT RISK AGREEMENT TI-11S AGREEMENT made this eday of ^ the year _2020, _by and between the BOARD OF COUNTY CONINJISSIONERS OF COLLIER COUNTY, FLORIDA, a political subdivision of the State of Florida (the "Owner"), and Manhattan Construction Company, authorized to do business in the State of Florida (CGC: 1527505), whose business address is 3705-1 Westview Drive, Naples, Florida 34104 (the "CONSTRUCTION MANAGER" or "CONTRACTOR"). ARTICLE 1 THE CONSTRUCTION TEAM AND EXTENT OF AGREEMENT The Construction Manager accepts the relationship of trust and confidence established between him and the Owner by this Agreement. The Construction Manager covenants with the Owner to Furnish its best skill and judgment and to cooperate with the Design Professional 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 and soundest way and in the 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 const-uction completion and shall be available thereafter should additional services be required. The Design Professional will provide leadership during the PI'e-construction Phase with support from the Construction Manager and the Construction Manager shall provide leadership to the Construction 'beam on all matters relating to Construct 1011. The specific representatives of the Construction Team are shown in Exhibit "A-3," attached. 1.2 Extent of Agreement - This Agreement for Project/Agreement No. 20-7700-ST for "Government Operations Business Park CMAR — Construction Manager at Risk" located at 3959 City Gate Boulevard North, Naples, Florida 34117, between the Owner and the Construction Manager supersedes any prior negotiations, representations or agreements. 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 (hereinafter referred to as the "GMP Amendment") 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 the Construction Manager based its GMP; and shall send one set of the documents to Owner's Representative along with its GMP proposal. 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: Summary of Work Section Two: GMP Price Summary Section Three: Scope Clarifications and Assumptions Section Four: Detailed Estimate Section Five: General Conditions Budget Section Six: Bid Tabulations and Recommendations Section Seven: Preliminary Construction Schedule Section Seven: Contract Documents — Drawing List and Specification List This Agreement (1) incorporates Solicitation No. 20-7700-ST by reference, (2) shall not be superseded by any provisions of the documents for construction, except the Contract Documents in specifying the scope of the Work, and (3) may be amended only by written instrument signed by both Owner and Construction Manager. 1.3 Definitions: Allowances- Tile 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 Nvill be part of the GMP and subject to the Construction Manager's f'ee. 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. Desip,n Professional — Stantec Consulting Services, Inc. 5801 Pelican Bay Boulevard, Suite 300, Naples, Florida 34108 / Telephone NU►nber: 239-649-4040. Construction Documents: Final working drawings and specifications (i) meeting all applicable current federal laws, state and local codes, to obtain necessary governmental approvals and permits; and (ii) as required to construct the complete and fully operational facility. Construction Manager — Manhattan Construction Company, 3705-1 Westview Drive, Naples, Fl, 34104 ! (239) 643-6000. Final Completion - The point in the progress of the Work when all Work related to the Project has been completed by the Construction Manager and accepted by the Owner. Warranties called for by this Agreement or by the Construction Documents shall commence on the date of issuance of Final Completion. Estimate - The Construction Manager's latest estimate of probable project construction cost. Owner — Board of County Commissioners of Collier County, Florida Owner's Contin eg ! cY- 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. ]'his 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. GMP - The Guaranteed Maximum Price (GMP) shall be the sum of the Construction Manager's Cost of Work and the Construction Manager's Construction Phase fee for the performance and completion of all the services for the Construction Phase of the Project, including but not limited to the completion of the Work in accordance with the Construction Documents. 6 CAO Preconstruction Phase Fee: The sum to be paid for providing all Preconstruction Phase services, as set forth in this Agreement. 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 "Government Operations Business Park CMAR — Construction Manager at Risk" located at the project site 3959 City Gate Boulevard North, Naples, Florida 34 117, necessary to build the component parts of the Project. Project Manager - The person or person(s) designated by the Owner to provide direct interface with the Construction Manager with respect to the Owner's responsibilities, also referred to as Owner's Representative. The Owner's Project Manager named herein is designated to do all things necessary to properly administer the terms and conditions of this Agreement. The Project Manager is the Owner's staff representative for the Project, and is responsible for issuing Owner approvals as necessitated during the Project, and receiving and dispensing materials and information relative to the Project on behalf of the Owner. 'File Project Manager will be responsible for the following tasks as related to the Project: I. Examine reports, sketches, drawings, estimates, proposals, and other documents presented by the Construction Manager, for the purpose of issuance of those approvals necessary to support preparation and submission of invoices by the Construction Manager. 2. Provide instructions, receipt of information, interpretation and definition of Owner's policies and decisions with respect to design, construction, materials, and other matters pertinent to the work covered by this Agreement. 3. Provide review and written confinnation of all documents and payment requests. Project Schedule - 'The Project Schedule as used in this Agreement shall mean the timeline prepared by the Construction Manager and approved by the Project Manager for accomplishing the Project. The Project Schedule shall include all major sequences of the preconsU•uction and construction work, material supplies, long -lead procurement, Design Consultant's approval of shop drawings, schedules for Change Orders and performance testing requirements. Substantial Completion - The point in the progress of the Work when the Project or designated portion thereof are sufficiently complete in accordance with the Contract Documents so that the Owner can fully occupy and utilize the Site for its intended use with all certificates of occupancy obtained. Warranties called for by this Agreement or by the Construction Documents shall commence on the date of issuance for the Certificate of Substantial Completion. 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. 2.0.0 Preconstruction Services - The Construction Manager agrees to diligently provide all preconstruction services for the Project and to perform the required services in the manner described in Exhibit A-1, Scope of Services - Preconstruction Phases, attached hereto and incorporated herein. 7&-- e This Agreement shall commence immediately upon the execution of this Agreement by both the Owner and the Construction Manager, and upon the COnstruction Manager's receipt of the written Notice to Proceed from the Project Manager, and shall continue through the completion of the preconstruction services for the Project in accordance with Exhibit A-2, Project Schedule- Preconstruction Phases, attached hereto and incorporated herein. 2.0.1 General — The Construction Manager shall perform the Work of the Project in accordance with the Contract Documents. Unless stated differently in this Agreement, and 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"). Until the Project has reached a stage of Final Completion, the Construction Manager shall repot on the progress of the Project to the Owner as provided herein. 2.0.2 Review of Contract Documents and Field Conditions (I ) By execution of this Agreement, 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 stating each portion 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 shall promptly repot to the Design Professional any nonconformity discovered by the Construction Manager. 2.1 DESIGN REVIEW AND RECOMMENDATIONS BY CONSTRUCTION MANAGER (1) Review and Recommendations - The Construction Manager shall familiarize himself thoroughly with the evolving architectural, civil, mechanical, plumbing, electrical, and structural plans and specifications and shall follow the development of design from Preliminaries through Working Drawings. He shall make recommendations with respect to the selection of systems and materials, and cost reducing alternatives including assistance to the Design Professional, and Owner in evaluating alternative comparisons versus long term cost effects. The evaluation shall speak to the benefits of the speed of erection and early completion of the project. He shall furnish pertinent information as to the availability of materials and labor that will be required. He shall submit to the Owner and Design Professional such comments as may be appropriate concerning construction feasibility and practicality. He shall call Owner's Representative and the Design Professional's attention to any apparent defects in the design, drawings and specifications or other documents. He shall prepare an estimate of the construction cost utilizing the unit quantity survey method. (2) Review Repots and Warranty - Within 45 days after receiving the Construction Documents for each phase of the Project, the Construction Manager shall perform a specific review thereof, focused upon factors of a nature encompassed in Paragraph (1) above and on factors set out in Paragraph (5). Promptly after completion of the review, he shall submit to Owner's Representative, with copies to the Design Professional, a written repot covering suggestions or recommendations previously submitted, 8 'A p additional suggestions or recommendations as he may deem appropriate, and all actions taken by the Design Professional with respect to same, any comments lie may deem to be appropriate with respect to separating the work into separate contracts, alternative materials, and all comments called for this Agreement. To the extent required, the cost of this in-depth document check shall be included in the GMP and if the findings of this report delay permitting or Notice to Proceed, the GMP schedule and cost shall be adjusted. AT COMPLETION OF THE CONSTRUCTION MANAGER'S REVIEW OF THE PLANS AND SPECIFICATIONS, EXCEPT ONLY AS TO SPECIFIC MATTERS AS MAY BE IDENTIFIED BY APPROPRIATE COMMENTS PURSUANT TO THIS SECTION, THE CONSTRUCTION MANAGER SHALL WARRANT, WITHOUT ASSUMING ANY ARCHITECTURAL OR ENGINEERING RESPONSIBILITY, THAT THE PLANS AND SPECIFICATIONS ARE, PRACTICAL, FEASIBLE AND CONSTRUCTIBLE. CONSTRUCTION MANAGER SHALL WARRANTTIIAT THE WORK DESCRIBED IN THE PLANS AND SPECIFICATIONS FOR THE VARIOUS BIDDING PACKAGES IS CONSTRUCTIBLE WITHIN THE SCHEDULED CONSTRUCTION TIME. The Construction Manager is not required to ascertain that the Construction 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. Notwithstanding the foregoing, this does not alleviate the Construction Manager's duty to construct the Project according to all building codes, laws, rules and regulations, as it is represented and intended by the Construction Documents produced by the Owner's Design Professional and which Construction Manager is bound to build in accordance therewith. (3) Long,_ Lead Procurements - The Construction Manager shall review the design for the purpose of identifying long lead procurement items (machinery, equipment, materials and supplies). When each item is identified, the Construction Manager shall notify the subcontractors, Owner's Representative and the Design Professional of the required procurement and schedule. Such information shall be included in the bid documents and made a part of all affected sub -contracts. As soon as the Design Professional has completed drawings and technical specifications and the Construction Manager has obtained all permits and any zoning change approvals, the Construction Manager shall prepare invitations for bids. The Construction Manager shall keep himself informed of the progress of the respective subcontractors or suppliers, manufacturing or fabricating such items and advise Owner's Representative, Owner and Design Professional of any problems or prospective delay in delivery. (4) Separate Contracts Planning - The Construction Manager shall review the design with the Design Professional and make recommendations to the Owner and to the Design Professional with respect to dividing the work in such manner as will permit the Construction Manager to take bids and award separate construction sub -contracts on the current schedule while the design is being completed. The Construction Manager shall take into consideration such factors as natural and practical lines of severability, sequencing effectiveness, access and availability constraints, total time for completion, construction market conditions, availability of labor and materials, community relations and any other factors pertinent to saving time and cost by overlapping design and construction that are authorized by the Owner. To the extent the Owner is authorizing expediting of the work for early release materials, and subject to prior approval by the Board of County Commissioners, Owner will fund in advance deposits on materials as necessary. (5) Interfacine (a) The Construction Manager shall take such measures as are appropriate to provide that all construction requirements will be covered in the separate subcontracts for procurement of long lead items, the separate construction subcontracts and the general conditions items performed 9 to without duplication or overlap, sequenced to maintain completion of all work on schedule. Particular attention shall be given to provide that each bid package clearly identifies the work included in that particular separate subcontract, its schedule for start and completion, and its relationship to other separate Construction Managers. (b) Without assuming any Design responsibilities of the Design Professional, the Construction Manager shall include in its reports required wider this Agreement comments on overlap with any other separate subcontracts, omissions, lack of correlation between drawings, and any other deficiencies noted, in order that Owner's Representative and Design Professional may arrange for necessary corrections. (6) Job -Site Facilities - The Construction Manager shall arrange for all job -site facilities necessary to enable the Construction Manager and the Project Manager and the Design Professional to perform their respective duties in the management, inspection, 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, typewriters, excluding computers, and any other equipment necessary to carry on the project. The method of acquiring such job -site facilities, which are planned to become the property of the Owner at the conclusion of the Project, shall be evaluated based on cost over the life of the Project. Owning versus leasing shall be considered by the Construction Manager obtaining at least two (2) proposals for leasing and at least two (2) proposals for purchasing and then analyzing which is least expensive over the usage life of the item. The Construction Manager shall present its evaluation with recommendation to the Owner for approval. When the Construction Manager wishes to supply Job -Site Facilities from its own equipment pool, it shall first evaluate buy versus lease as discussed in the paragraph above. If leasing is found to be the least expensive approach, then the Construction Manager may lease such Job -Site Facilities from its own equipment pool at a price not greater than the lowest of the two (2) lease proposals obtained. For all such facilities purchased that may 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 its designee. The Construction Manager is responsible for proper care and maintenance of all equipment while in its control. At the time of transfer to the Owner, the Owner may refuse acceptance of the equipment if the Owner determines in its sole discretion that Construction Manager has not properly cared for the equipment, or that such acquisition would not otherwise be in the best interest of the Owner. In such event, the Construction Manager will be reimbursed for such item in accordance with Article 9.2(4) hereof. (7) Weather Protection - The Construction Manager shall ascertain what temporary enclosures, if any, of building areas should be provided for and may be provided as a practical matter, in order to assure orderly progress of the work in periods when extreme weather conditions are likely to be experienced. The ConstrlletiOn Manager shall submit to the Construction Team its recommendations as to needed requirements of this nature and as to the contract or contracts in which they should be included. (8) Market Analysis and Stimulation of Bidder Interest (a) The Construction Manager shall monitor conditions in the construction market to identify factors 10 64 C ��. that will or may affect costs and time for completing the Project; he shall make analysis as necessary to (1) determine and report on availability of labor, material, equipment, potential bidders, and possible impact of any shortages or surpluses of labor or material, and (2) in light of such determinations, make recommendations as may be appropriate with respect to long lead procurement, separation of construction into bid packages, sequencing of work, use of alternative materials, equipment or methods, other economics in design or construction, and other matters that will promote cost savings and completion within the scheduled time. (b) Within 30 days after receiving Notice to Proceed for PreconstructiOn Phase, the Construction Manager shall submit a written "Construction Market Analysis and Prospective Bidders Repot" setting out recommendations and providing information as to prospective bidders. As various bid packages are prepared for bidding, the Construction Manager shall submit to Owner's Representative and the Design Professional a list of potential bidders. The Construction Manager shall be responsible to stimulate bidder interest in the local marketplace and identify and encourage bidding competition. 2.2 CONSTRUCTION PHASE (I) 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. He 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. The Owner and Design Professional may attend meetings between the Construction Manager and its subcontractors, however, such attendance shall not diminish either the authority or responsibility of the Construction Manager to administer the subcontractors. The Construction Manager shall have the full authority and responsibility to administer the subcontracts and suppliers working under its tier. (3) Schedule and Project Manual 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 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 shalt 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 II O C 4' coordinate future work with all subcontractors. (4) Solicitation of Bids (a) Construction Manager shall prepare invitations for bids, or requests for proposal when applicable (collectively referred to herein as "bids"), 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 responsive and responsible verbal bid. The Construction Manager shall obtain a minimum of three (3) verbal bids. These quotations shall be entered on a bid tabulation sheet and a copy of such bid tabulation shall be sent to the Owner, Design Professional and to each firm. The successful bid shall be confirmed by written contract or purchase order to the low bid firm defining the scope and quality of work to be provided. 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 responsive and responsible bid. The Construction Manager shall request at least three (3) firms to submit sealed written bids based on approved plans and specifications. The bids shall be entered on a bid tabulation sheet and shall be furnished to the Owner, Design Professional and to each firm. The successful bid shall be confirmed by written contract or purchase order to the low bid firm defining the scope and quality of work to be provided. Contracts exceeding $50,000 but not exceeding $200,000 may be entered into by the Construction Manager with the firm who is qualified and submits the lowest responsible and responsive bid. The Construction Manager shall advertise these projects at least once with the last advertisement appearing at least ten (10) calendar days prior to the established bid opening date. "These bids shall be based on approved plans and specifications. The bids shall be entered on a bid tabulation sheet and shall be furnished to the Owner, Design Professional and to each firm. The written bids shall be submitted to the owner and to the Design Professional for approval. The successful bid shall be confirmed by written contract or purchase order to the low bid firm defining the scope and quality of work to be provided. Should the Construction Manager receive less than three (3) bids/proposals, it may proceed only if the Design Professional certifies to the Owner that the recommended pricing is reasonable, and representative of the market and the Owner agrees. Contracts exceeding $200,000 shall be treated the same as described under 3 above, except that the advertisement shall run for at least thirty (30) days prior to the established bid opening and at least 5 days prior to any scheduled pre -bid conference. In obtaining bids, the Construction Manager shall seek to ensure that its award practices provide fair and equitable opportunities for vendors/contractors to responds to Owner's needs. Site utilities may be acquired at market rates from the entity(ies) providing such in the service area. Bidding shall not be required for change order work with subcontractors that the Construction Manager is already under subcontract. Construction Manager hereby discloses that it has a relationship to the followin T entities: 12 (• 1�i 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, ► nless 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 to bid (or other solicitation mechanism), 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 lowest responsive qualified bidder after the receipt of subcontractor bids. 'fhe 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. (5) Bonds - In accordance with the provisions of Section 255.05, Florida Statutes, the Construction Manager shall within ten (10) to fifteen (15) business days of Construction Manager and Owner agreeing to the GMP, provide to the Owner, on forms furnished by the Owner, a 100% Performance Bond and a 100% Labor and Material Payment Bond each in an amount not less than the total construction cost as defined in Article 9 and inclusive of the Construction Manager's fees. A copy of the acceptable Payment and Performance Bond form is attached hereto as Exhibit'T" To be acceptable to Owner as Surety for Performance Bonds and Labor and Material Payment Bonds, a Surety Company shall comply with the following provisions: I. The Surety Company shall have a currently valid Certificate of Authority, issued by the State of Florida, Department of Insurance, authorizing it to write surety bonds in the State of Florida. The Surety Company shall have currently valid Certificate of Authority issued by the United States Department of Treasury under Sections 9304 to 9308 of Title 31 of the United Sta Code. 13 The Surety Company shall be in full compliance with the provisions of the Florida Insurance Code. 4, The Surety Company shall have at least twice the minimum surplus and capital required by the Florida Insurance Code at the time the invitation to bid is issued. 5. If the Agreement Award Amount exceeds $500,000, the Surety Company shall also comply with the following provisions: A. The Surety Company shall fall within the maximum allowable bonding limits as found in the most current edition of the United States Department of the Treasury, Listing of Approved Sureties. POLICY REQUIRED HOLDER'S FINANCIAL, AGREEMENT AMOUNT RATING RATING $ 500,000 TO 1,000,000 A CLASS IV $1,000,000 TO 2,500,000 A CLASS V $2,500,000 TO 5,000,000 A CLASS VI $5,000,000 TO 10,000,000 A CLASS VIl $10,000,000.1'0 25,000,000 A CLASS Vill $25,000,000 TO 50,000,000 A CLASS IX $50,000,000 TO 75,000,000 A CLASS X E. The Surety Company shall not expose itself to any loss on any one risk in an amount exceeding ten (10) percent of its surplus to policyholders, provided: (a) Any risk or portion of any risk being reinsured shall be deducted in determining the limitation of the risk as prescribed in this section. These minimum requirements shall apply to the reinsuring carrier providing authorization or approval by the State of Florida, Department of Insurance to do business in this state have been met. (b) In the case of the surety insurance company, in addition to the deduction for reinsurance, the amount assumed by any co -surety, the value of any security deposited, pledged or held subject to the consent of the surety and for the protection of the surety shall be deducted. C. If the surety company for any bond furnished by Construction Manager is declared bankrupt, becomes insolvent, its right to do business is terminated in the State of Florida, or it ceases to meet the requirements imposed by the Contract Documents, Construction Manager shall, within ten (10) business days thereafter, substitute another bond and surety company, both of which shall be subject to Owner's prior approval. At the completion of the contract, Construction Manager shall provide a Consent of Surety to the Owner's Representative with final application for payment. (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. The 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 it 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 14 Gt`�� 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 Interfacin>? - The 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. He 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. He 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. The 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. Charges and fees in connection with securing such permits, zoning changes and utility connections shall be paid directly by the Owner. Construction Manager shall not perform any work without first obtaining required permits. (9) Job Site Requirements (a) The Construction Manager shall provide for each of the following activities as a part of the General Conditions: I. 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. 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 2.2(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 IS &t C pV subcontracts to provide each of the following as a direct cost item: I . 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 part of its 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. (c) Material and Equipment U"editi� - Provide staff to closely monitor material and equipment deliveries, critically important checking and follow -tip 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. (1) 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) Subcontractor's Progress - Prepare periodic punch lists for subcontractor's work including unsatisfactory or incomplete items and schedules for their completion. (h) Substantial Completion — Substantial Completion is the stage in the progress of the Work when 16 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 continence 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. (i) Final Completion - Monitor the subcontractors' 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 attached as Exhibits "D and N" 0) 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. (k) 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. 'rile 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. The exact routing of conduit runs shall be shown on these drawings. Each drawing shall be noted "As Built" 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 As -Built Record Drawings and ascertain that all data furnished on the drawings are accurate and truly represent the work as actually installed. When manholes, boxes, underground conduits, plumbing, hot or chilled water lines, inverts, etc. are involved as pail of the work, the Construction Manager shall furnish true elevations and locations, all properly referenced by using the original benchmark used for the institution or for this project (I 1) Administrative Records - The Construction Manager will maintain at the job site, unless agreed to otherwise by Owner's Representative, on a current basis, files and records such as, but not limited to the following: 17 0 - Contracts or Purchase Orders - Shop Drawing Submittal/Approval Logs - Equipment Purchase/Delivery Logs- - Contract Drawings and Specifications with Addenda - Warranties and Guarantees - Cost Accounting Records: Sales Tax Recovery Status Report Material Costs - Subcontractor Payment Exception Report - Equipment Costs - Cost Proposal Requests - Payment Request Records - Meeting Minutes - Cost -Estimates - Bulletin Quotations - Lab "Pest Reports - Insurance Certificates - Contract Changes - Purchase Orders - Material Purchase Delivery Logs - "Technical Standards - "As -Built" Marked Prints - Operating & Maintenance Instruction - Daily Progress Reports - Monthly Progress Reports - Correspondence files - Transmittal Records - Inspection Reports - Bid/Award Information - Bid Analysis and Negotiations - Punch lists The project records shall be available at all times to the Owner and Design Professional for reference or review and is otherwise subject to the Florida Public Records Act as provided herein. (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 conduct the Construction Manager's preliminary punch list inspection and coordinate the completion of all punch list work to be done with Owner occupancy requirements in mind. 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 18 - ptl implementation. Construction Manager shall continuously review "As -Built" Drawings and mark up progress prints to provide as much accuracy as possible. T'he 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 have been completed to tine 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 - Where any work is performed by the Construction Manager's own forces or by subcontractors under contract with the Construction Manager, the Construction Manager shall warrant for a period of one (I ) year from the Date of Substantial Completion, that all materials and equipment included in such Work will be new except where indicated otherwise in Contract Documents and that such Work will be of good quality, free from improper workmanship and defective materials and in conformance with the Drawings and Specifications. With respect to the same Work, the Construction Manager further agrees to correct all work found by the Owner to be defective in material and workmanship or not in conformance with the Drawings and Specifications for a period of one year from the Date of Substantial Completion or for such longer periods of time as may be set forth with respect to specific warranties contained in the trade sections of the Specifications. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED. Except as set forth herein, no other warranties arc expressed o• implied by Construction Manager. This Warranty is conditioned upon Final Payment to Construction Manager. 'File 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, o• upon written request of the Owner, shall be assigned by Construction Manager to the Owner, reserving rights of recovery by Construction Manager 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 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. All warranty work will be performed during normal business hours and only be persons and/or entities and at times selected by Owner. Owner shall permit Construction Manager within a reasonable time to inspect and repair or replace any such defect. The terms and provisions of this section shall expressly survive final completion of the Project. (14) 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. 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 tine contrary, because Owner is exempt from sales tax and may wish to generate sales tax savings for the Project, Owner reserves the right t make direct 19 purchases of various construction materials and equipment included in the Work ("Direct Purchase"). Owner 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 before 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 sane 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 fi•om 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. 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. (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 as pa►l of the staff cost included in the General Conditions. No addition shall be added to the contract amount because of the service provided 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 terms and conditions provided herein. Construction Manager's contracts with trade subcontractors shall include the provisions for the Owner's Sales Tax Savings Program. (1) Construction Manager shall be responsible for negotiating, 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 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 as part of the GMP/trade package review process for all such direct purchase materials/equipment. 20 (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 Direct Material Staff 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) within two weeks after request from Construction Manager. 0) Before the 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 and to avoid project delays, such deductive Change Orders will not require approval by the Board of County Commissioner. (k) Construction Manager will quantify ordering, 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). The Construction Manager will document receipt of goods received within five (5) business days to Owner. (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 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 ot' 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. (p) 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. (q) 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. 21 C� ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 Owner's Information -The Owner shall provide full and accurate information regarding its requirements for the Project. THE OWNER EXPRESSLY WARRANTS THAT THE PLANS AND SPECIFICATIONS FOR THE PROJECT ARE ACCURATE, CONSISTENT, SUITABLE, AND CODE COMPLIANT. 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. Owner's Representative 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 all surveys describing the physical characteristics, soil reports, and subsurface investigations, legal limitations, utility locations, and a legal description for the site of the project. 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 it may require. 3.7 Drawings and Specifications - 'file Construction Manager will be furnished a reproducible set of all copies of Drawings and Specifications reasonably necessary and ready for printing. 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, it 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 Construction Manager shall not commence any work, unless authorized in writing by the Owner. 'file 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 finding 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 22 maintaining project schedules and quality. 3.12 Lines of Authority - The Owner shall establish and maintain lines of authority for it personnel and shall provide this definition to the Construction Manager and all other affected parties. 3.13 Permitting_& Code Inspections - The Owner will cooperate fully with Construction Manager in securing all necessary permits and zoning changes. 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 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 ConSt'uctlon Manager shall request and receive proposals from subcontractors and suppliers and will award those contracts to the qualified low bidder after it 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 submission, and before Owner approval of the GMP, shall furnish in writing to Owner's Representative for approval the names of the potential subcontractors for each portion of the Work. Owner's Representative shall have 15 days from receipt of such subcont • ctors' names 23 to disapprove a subcontractor. Construction Manager shall not 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 terns of the Contract Documents, and to assume toward the Construction Manager all the obligations and responsibilities that the Construction Manager, by these Documents, assumes toward the Owncr 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 froth a surety company authorized to do business in the State of Florida by the Departnient of Insurance. If the Construction Manager wishes to award subcontracts to subcontractors unable to supply this bonding, it may request special authorization 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 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: 24 to 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 15% for overhead and profit and bond costs unless enrolled in SDI in which case 1.5% would apply on change order work.. 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. This subsection applies to subcontracts only. 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 Payments to Subcontractors. The Construction Manager shall not be required to pay subcontractors or suppliers until after it has received payment for said services by Owner. After receiving payment, the Construction Manager shall make payment to subcontractors and suppliers in accordance with Florida Statutes, § 218.735 (the Florida "Local Government Prompt Payment Act"). ARTICLE 6 SCHEDULE, TIME OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 6.1 At the time a Guaranteed Maximum Price (the "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 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 within the construction time set forth in the approved schedule 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, Owne • will suffer 25 C damages that are difficult, if not impossible, to accurately quantify. Accordingly, if Construction Manager fails to achieve Substantial Completion or Final Completion, or both, as required by this Agreement, Construction Manager shall be liable to Owner for liquidated damages for unexcused delay as provided herein. Project completion delays, as identified in Sections 6.2.1 and 6.2.2, will be addressed as separate delays, and liquidated damages will not rum concurrently. The agreed upon sum to apply as liquidated damages shall be addressed by the Parties in the GMP Amendment at the Construction Phase at the same time the Parties agree upon the GMP for the Project. 6.2.1 Date of Owner Occupancy. The date of Owner Occupancy shall occur as described in Article 2.4(12) hereinabove. Warranties called for by this Agreement or by the Drawings and Specifications shall commence on the Date of Owner Occupancy of the Project. 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 a 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, guaranteeing the maximum price to the Owner, for the construction cost of the project or designated pail 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, direct labor costs, direct supervision costs using the Standard Staff Rates established and agreed upon in Exhibit 1-1, and direct job costs as defined under Article 9, plus the Construction Manager's fees or the GMP, whichever is less when the work is complete. 7.2 'file GMP will only include those taxes in the cost of the Project, which are legally enacted at the time the GMP is established and are the lawful responsibility of the Owner. 7.3 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. In addition to the cost of work, the GMP will include an agreed upon sum as the Owner's construction contingency (the "Contingency"), which is included for the purpose of defraying the expenses due to unforeseen circumstances relating to construction. The Construction Manager will be required to furnish documentation evidencing expenditures charged to the Owner's Contingency prior to the release of finds by the Owner. The Design Professional shall verify the actual costs. "file GMP shall be set forth in GMP Amendment, including any additional terms and conditions pertaining to construction of the Project. (See sample Amendment, attached hereto as Exhibit "E-1"). If bids are received above the applicable line item in the GMP, and Owner accepts the GMP Proposal, the deficiency will be taken From the contingency, however such events shall not constitute cause to increase the GMP. If bids are not received for a portion of the work at or below the applicable line item amount in the GMP, the Construction Manager reserves the right to perform that portion of the work as acknowledged by the Owner or negotiate for its performance for the specified line item lump su►n amount or less. 7.4 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 26 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 $100,000 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. With the exception of Deductive Change Orders, Change Orders will be processed on the Board's 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. 7.5 The Guaranteed Maximum Price will be a Guaranteed Maximum Price for the 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. 7.6 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 as amended by Change Orders if applicable. 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. 7.7 Termination Prior to Establishment of the Guaranteed Maximum Price. Prior to the execution of the GMP Amendment, the Owner may terminate this Agreement upon not less than seven days' written notice to the Construction Manager for the Owner's convenience and without cause pursuant to § 14.3, and the Construction Manager may terminate this Agreement, upon not less than seven days' written notice to the Owner, for the reasons set forth in § 14.1 below. Also, if the GMP Amendment is not accepted by Owner and signed by both parties within 30 days after issuance by Construction Manager, then this Agreement shall be deemed Terminated by the Owner Without Cause in accordance with §14.3. Upon termination as identified in this subsection, Construction Manager shall be entitled to the relief provided in these referenced subsections, including the immediate payment of its Pre -construction Phase Fee in §8.1.1 and/or any unpaid balance thereof. ARTICLE 8 CONSTRUCTION MANAGER'S FEE. 8.1 In consideration of the performance of the Agreement, the Owner agrees to pay the Construction Manager as compensation for its services, fees as set forth in subparagraphs 8.1.1, 8.1.2 and 8.1.3. 8.1.1 Pre -construction Phase Fee - For the performance of the pre -construction services set forth under paragraphs 2.1 and for profit and overhead related to these services, a total "fixed" fee of $206,920.00. The Pre -construction Phase Fee shall be paid in monthly payments upon submission of an Application for Payment based upon the percentage completion of the deliverable submitted for payment. The first monthly Application for Payment shall be submitted no earlier than thirty days following the issuance of Notice -To - Proceed with the Pre -construction Phase Services. 27 4 The Construction Manager's personnel to be assigned during this phase and their duties and responsibilities to this project and the duration of their assignments is shown on Exhibit "F." The Owner's performance and obligation to pay under this Agreement is contingent upon an appropriation by the Board of County Commissioners. The Owner shall promptly notify the Construction Manager if the necessary appropriation is not made 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 Construction Manager's fee for work or services performed during the Construction Phase will be provided in the GMP Proposal (Exhibit E). If construction is authorized only for a part of the Project, the profit and overhead portion of the fee paid shall be proportionate to the amount of work authorized by the Owner. (1) Construction Manger's Exclusive Remedy: In the event the construction Substantial or Final Completion date is extended, regardless of whether delay is caused by any act or neglect of the Owner or the Design Professional, or is attributable to the Owner or the Design Professional, the Construction Manager's sole and exclusive remedy for additional Construction Phase Fees is an extension of the construction completion date and payment of all additional Construction Phase Fees including profit and overhead for the Construction Phase as provided in Subsection (2) below. (2) Costs and Expenses Included in Fee - The following are included in the Construction Manager's fee for services during the Construction Phase: (a) Salaries or other compensation of the Construction Manager's employees at his principal office and branch offices. The Construction Manager's personnel to be assigned during the construction phase, their duties and responsibilities to this project and the duration of their assignments are shown on Exhibits G, I and I. (b) General operating expenses related to this project of the Construction Manager's principal and branch offices. (c) The costs of all data processing staff. (d) Salaries or other compensation of the Construction Manager's employees at the job site. The Construction Manager's personnel to be assigned to the site during the Construction Phase under the job site management and supervision fee, their duties and responsibilities and the duration of their assignment are shown on Exhibit "G." A daily rate will be established in the GMP Amendment. (e) General operating expenses incurred in the management and supervision of the project, except as expressly included in Article 9. (f) Those services set forth in Article 2.4(9)(a). (g) Job office supplies - includes paper, pencils, paper clips, file folders, staples, etc., and janitorial supplies (photocopy or blueprint paper not included). (h) Expenses associated with administering Owner's Material/Equipment Direct Purchase Program. (i) Profit and overhead as provided in the GMP Amendment. 28 ARTICLE 9 COST OF THE PROJECT 9.1 Definition - The term Cost of the Project shall mean costs necessarily incurred in the Project during the Construction Phase for Construction services and paid by the Construction Manager that are not included in Article 8. 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 Project 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 Cost of the Project will be provided in Amendment No. 1 to this Agreement, a sample of which is attached as Exhibit "E-I ." 9.2 Direct Cost Items The listing below identifies eligible Direct Cost Items, as follows: (1) Wages paid for labor (as opposed to wages paid to management or supervisory personnel) in the direct employ of the Construction Manager in the performance of work under this Agreement. (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 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 that remain the property of the Construction Manager. (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) Cost of the premiums for all insurance and cost of premiums for all bonds which the Construction Manager is required to procure by this Agreement specifically for the construction project. This includes any subcontractor bonds or SDI the Construction Manager deems appropriate. (7) 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. (8) 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 costs 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. (9) Minor expenses at the site, such as long-distance telephone calls, telephone service, expressage, postage, and similar petty cash items in connection with the Project all to be billed at cost. (10) Costs for trash and debris control and removal from the site. (1 1) Cost incurred due to an emergency affecting the safety of persons and property. (12) 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; and (b) The legal costs were not incurred as result of the Construction Manager's own gross negligence or default. This paragraph does not provide for payment of legal costs incurred in preparing or asserting claim or requests, by Construction Manager itself, for change orders or in enforcing the obligations of this contract. (13) 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. (14) Upon request by the Owner, the Construction Manager, when qualified, will perform all or a portion of any item in Article 9 for the direct cost of the work. (15) 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. (16) Costs of all reproductions used for bidding or infonnation purposes required by the Project to directly benefit the Project. (17) Costs for watchman and security services for the Project. (18) 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. (19) 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. (20) 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. (21) 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 As -Built 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. 30 (22) 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, to cover additional costs resulting from, but not limited to, subcontractor defaults (but only to the extent not covered by subcontractor bonds and/or default insurance), overtime, re -work or delays, if not caused by gross negligence or omissions of Construction Manager or its subcontractors or suppliers, to cover additional General Conditions costs, insurance premiums and bond costs, commodity shortages (including but not limited to fuel, steel and cement), labor shortages, unusual weather, environmental events (including as bacterial and viral events, such as the impacts from Covid-19) and/or for unavoidable casualties, or other causes unless due to the negligence of the Construction Manager, 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 Agreement. The Construction Manager shall specify the portion of the Owner's Contingency requested and purpose thereof in a request for a Change Order or proposed Amendment, whereupon the Owner shall sign and process in full the Change Order 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. 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. A form Change Order is attached as Exhibit «M „ 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 I'roject, 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 Project. 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; or (4) by the method provided in Subparagraph 10.1.3. 10.1.3 If none of the methods set forth in Clause 10.1.2 is agreed upon, the Construction Manager, provided he receives a written order signed by the Owner, shall promptly proceed with the Work involved. 31 C�t� 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. For any increases in scope and/or duration of the construction, Construction Manager shall also be entitled to a Construction Phase fee including all items in 8.1.2(2) above. }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 Owncr may prescribe, an itemized accounting together with appropriate supporting data of the increase in the Cost of the Project 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 fro►n 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 may be equitably adjusted by Change Order upon a request for Change Order in accordance with Article 10.2. 10.2 Claims For Additional Cost Or Time All claims for additional cost or 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 commencement or progress of the Work by: (1) an act or neglect of the Owner or the Design Professional, or of an employee of tither, or of a Separate Contractor under either of their control; or (2) by changes ordered in the Work; or (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, environmental events (such as from bacterial and viral events, such as the impacts from Covid-19) or other causes beyond the Construction Manager's control; then the Contract "rime shall be extended by Change Order and the Construction Manager shall also be entitled to be compensated for any cost impacts incurred by the Construction Manager, including General Conditions costs, insurance premiums, and bond costs, and a Construction Phase 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. 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 implemented by written order. Documentation of changes shall be determined by the Construction Team, included in the 32 4 C fi Project Manual and displayed monthly in the Project Management Information Software.. 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 project is paid directly by the Owner. To the extent the Cost of the Project 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 be credited to the Cost of the Project. All penalties incurred due to fault of the Construction Manager for late payment of cost of the project will be paid by the Construction Manager. ARTICLE 12 PAYMENTS TO THE CONSTRUCTION MANAGER 12.1 Monthly Applications for Payment gent - T'he Construction Manager shall submit to the Owner an Application for Payment (Exhibit "K"), accompanied by a schedule of values, along with the cost of any required reports, showing in detail all monies paid out, cost accumulated or costs incurred on account of the Cost of the Project 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 fi•om subcontractors, invoices for items purchased, and other recoverable costs allowed under that section. Applications for payment shall include a Release and Affidavit form (Exhibit "J"), 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.c., authorizing payment by Construction Manager one month in arrears). (.See Consent of Surety attached as Exhibit "L.") 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 Owner for payment (excluding General Conditions costs, insurance and bond costs), whichever is less. Such sum shall be accumulated and not released to Construction Manager until final payment is due unless otherwise agreed to by the Owner in accordance with Florida Statute § 255.078. The Owner 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 forni attached as Exhibit "J," acknowledging Construction Manager'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, Construction Manager shall also submit a Release and Affidavit from each subcontractor, sub -subcontractor, or supplier in the form attached as Exhibit "J" acknowledging that each subcontractor, sub -subcontractor or 33 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 Construction Manager. The Owner 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 Owner may nullify the whole or any part of any approval for payment previously issued and Owner may withhold any payments otherwise due Construction Manager under this Agreement or any other agreement between Owner and Construction Manager, 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 tiled or reasonable evidence indicating probable filing Of such claims; (c) failure of Contractor to snake payment properly to subcontractors 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 Payment - 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, 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 "J," 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 "N." 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 "J") and/or such final lien and bond waivers (in Fla. Stat. Chapter 713 statutory format) signed and dated statements from all laborers, materialnen, 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 Manage] - must also provide Owner's Representative with a Construction Manager's Final Payment Affidavit in accordance with Fla. Stat. §713.06 (Exhibit "D"), as well as the surety's consent to final payment (Exhibit "I,") 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 "N." 34 Upon receipt of' written certification by Construction Manager 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 Construction Manager's certification that the work has been completed in accordance with the terms and conditions of the Contract Documents, that the entire balance found to be due Construction Manager is due and payable. Neither the final payment nor the retainage shall become due and payable until Construction Manager submits: (1) Receipt of Construction Manager's Final Application for Payment. (2) The Release and Affidavit in the form attached as Exhibit (3) Consent of surety to final payment as Exhibit -L" (4) Receipt of the final payment check list as Exhibit-M." (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 amounts due subcontractors less a retainage of ten percent (100/6) until after the project is fifty percent (50%) complete, payment has been issued, and based on Construction Manager's evaluation of the subcontractors 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 retainagc of a sum equal to 20016 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 retainagc, 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 Owners operating and maintenance personnel is complete. 12.4 Delayed Payments by Owner - Notwithstanding anything in the Contract Documents to the contrary, the Construction Manager acknowledges and agrees that in the event of a dispute concerning payments for work performed under this Agreement, the Construction Manager 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 in the work 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. 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. 35 CCA0 ARTICLE 13 INSURANCE, INDEMNITY AND WAIVER OF SUBROGATION 13.1 Indemnity - To the maximum extent permitted by Florida law, the Construction Manager shall indemnify 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, 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 such liability, damage, losses and costs is attributable to bodily injury, sickness, disease, or death, or injury to or destruction of tangible property (other than the Work itself). Construction Manager shall also defend the indemnified party, if insurance provides for such defense. if applicable, the duty to defend under this Article 13 is independent and separate fi•om 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 tennination or the applicable statute of limitations (whichever is longer) for occurrences which pre -date completion or tennination. 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 Accord or equivalent form. The Certificates must be 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 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 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. 36 (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 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(2)(a) above, as an additional insured as to the operations of the Construction Manager 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 Certificate 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. The following limits are applicable for only the Preconstruction Phase. The Construction Phase of this project will require additional Insurance Requirements and will be set forth in the GMP Amendment. INSURANCE TYPE REQUIRED LIMITS 1. Worker's Compensation Statutory Limits of Florida Statutes, Chapter 440 and all Government Statutory Limits and Requirements. Policy must include Employers' Liability with a limit of$1,000,000 each accident. Commercial General Bodily Injury & Property Damage Liability Patterned after the Current I.S.O. Occurrence Form. $2,000,000 Single Limit Per Occurrence 37 3. Automobile Liability $1,000,000 Each Occurrence Owned/Non-owned/1-fired Automobile Included 4. Other Insurance as indicated below: a) Professional Liability $2,000,000, if required by the Contract Documents 5. Builder's Risk Insurance, to be paid by the Owner, shall be included in the GMP Proposal. Construction Manager shall be solely responsible to parties with whom it shall deal in carrying out the terms of this Agreement and shall indemnify and hold the Owner harmless against all claims arising from the negligent acts, errors or omissions of consultant by third parties. Construction Manager shall carry professional liability insurance in an amount not less than $1,000,000, but only if the Contract Documents and Project require the Construction Manager to provide professional architectural, design or engineering services to Owner. Construction Manager shall insure that all subcontractors comply with the same insurance requirements that it is required to meet. Construction Manager shall provide Owner with certificates of insurance meeting the required insurance provisions. 8. Owner must be named as "ADDITIONAL INSURED" on the Insurance Certificate for Commercial General Liability where required. 9. The Collier County Board of County Commissioners shall be named as the Certificate Holder. NOT13--The "Certificate Holder" should read as follows: Collier County Board of County Commissioners Naples, Florida 10. No County Division, Department, or individual name should appear on the Certificate. No other format will be acceptable. 11. "Thirty (30) Days Cancellation Notice is required. 12. The Certificate must state the Project Number/Solicitation Number and Title of the Project. 13. Owner's Insurance: No additional insurance provided. (6) 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. (7) 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 dernand, 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 38 4t__ 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. (8) 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. (9) 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. 13.3 Waiver of Subro a,��tion (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. ARTICLE 14 TERMINATION OF THE, AGREEMENT AND OWNER'S RIGHT TO PERFORM CONSTRUCTION MANAGER'S OBLIGATION 14.1 'germination by the Construction Manager — In addition to the rights as provided in Sections 218.735 and 218.74 of the Florida Statutes and other applicable laws, in the event Owner (i) fails to make an undisputed payment to Construction Manager within (10) days after such payment is due as required under Sections 218.735 and 218.74 of the Florida Statutes, and the Rules identifying the specific information required to be submitted with each Payment Application and invoices submitted as set forth in Rule 691.40.002, F.A.C., 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 ten (10) days of receiving written notice of same from Construction Manager; and/or if the Project is stopped for a period of thirty (30) days under an order of any court or other public authority having jurisdiction or as a result of an act of government, such as a declaration of a national emergency making materials unavailable, through no act or fault of the Construction Manager, or if the Project should be stopped for a period of ten (10) days by the Construction Manager, for the Owner's persistent failure to perform some material obligation owed by 39 Owner to Construction Manager under this Agreement, and Owner fails to cure such default upon receipt of ten (10) days written notice from the Construction Manager, then the Construction Manager may terminate the Agreement and request payment for all work executed, including the Construction Manager's fees earned to date, and for any proven loss sustained upon any materials, equipment, tools, construction equipment, and machinery, including reasonable profit, damages and terminal expenses incurred by the Construction Manager. 14.2 Owner's Right to Perform Construction Manager's Obligations and Tennination by Owner for Cause. (1) If the Construction Manager fails to perform any of its obligations under this Agreement including any obligation it assumes to perform work with its own forces, the Owner may, after ten (10) 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 Project, 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 by an 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 Article 16 below. (2) If the Construction Manager is adjudged bankrupt, or if it makes a general assignment for the benefit of its creditors, or if a receiver is appointed on account of its insolvency, or it' it persistently or repeatedly refuses or fails, except in case for which extension of time is provided, to supply enough properly skilled workmen or proper materials and fails to maintain an established schedule (failure to maintain schedule shall be defined as any activity on the critical path that falls 45 days or more behind schedule) which has been adopted by the Construction Team, or if it fails to make prompt payment to subcontractors for materials or labor, or persistently disregards laws, rules, ordinances, regulations, or orders of any public authority having jurisdiction, or otherwise is guilty of a substantial violation of a provision of the Agreement, then the Owner may, without prejudice to any right or remedy and after giving the Construction Manager and its surety, if any, ten (10) 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 it 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 Ile be relieved from its obligations assumed under Article 7. Reasonable terminal expenses incurred by the Owner may be deducted from any payments left owing the Construction Manager (excluding monies owed the Construction Manager for subcontract work). 14.3 Termination by Owner Without Cause (1) I f the Owner terminates this Agreement other than pursuant to Article 14.2(1) or Article (2), Owner shall pay the Construction Manager for any unpaid Cost of the Project due Construction Manager under Article 9, 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, plus that pail of the unpaid balance of the Construction Phase Fee in an amount as will increase the payment on account of Construction Manager's fee to a sum which bears the same ratio to the Construction Phase Fee as the Cost of the Project at the time of termination bears to the Guaranteed Maximum Price, if established, otherwise to the Owner's Construction Budget. 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 CA' h in 40 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, 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 fi•om the standpoint of the Owner, the Owner may terminate this Agreement and pay the Construction Manager its proportionate fee as provided in Article 14.3(I) above. ARTICLE 15 ASSIGNMENT AND GOVERNING LAW 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 toil, 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 10 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, along with detailed supporting documentation in support of the claim. (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. ]n that event, the Owner shall agree to pay for those pails 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. 41 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 parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by 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 and Jurisdiction. Any suit or action brought by either party to this Agreement against the other party relating to or arising under this Agreement shall 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 § 10.2 and Article 8 and 10, the Construction Manager's exclusive remedy for delays in performance of the construction caused by events beyond its control, including delays clainned 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 linnited exclusively to its actual costs for such changes plus ten (10%) percent for profit. The Construction Manager expressly agrees that the foregoing constitute its sole and exclusive remedies for delays and changes in such work, and eliminate any other remedies that the Construction Manager may have to claim for increase in the contract price, delays, changes in the work, damages, losses or 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: 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 it will exert every reasonable and diligent effort to assure that 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 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 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 Applications for Payment — Applications for Payment shall be submitted in detail sufficient for a proper pre- 42 audit and post -audit thereof. If reimbursable, 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. 17.3 Construction Manner's Proi ct 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. 17.4 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. 17.5 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. 17.6 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." 17.7 Unauthorized Aliens - The Owner shall consider Construction Manager's employment of unauthorized aliens a violation of section 274A(e) of the Immigration and Nationalization Act, as may be amended. Such violation shall be cause for unilateral cancellation of this Agreement. 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 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 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 not a substitute for any other employment eligibility verification requirements. The program is to be used for formal invitations to Bid ("ITB") and Request for Proposals ("RFP") including professional services and construction services. The only 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. 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. The Construction Manager is also required to 43 provide the Collier County Procurement Services Division an executed affidavit certifying that it shall comply with the E-Verify Program. Additionally, the 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.diis.gov/E-Verify. It shall be the Construction Manager'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 M. and regulations relating thereto, as either may be amended and with the provisions contained within this affidavit. Failure by the Construction Manager to comply with the laws referenced herein shall constitute a breach of the Agreement and the County shall have the discretion to unilaterally terminate said agreement immediately. 17.8 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. 17.9 Captions and Section Headings - Captions and section headings used herein are for convenience only and shall not be used in construing this Agreement. 17.10 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. 17.11 Third Party Beneficiaries - This agreement does not create any relationship with, or any rights in favor of, any third party. 17.12 Calendar Days - Unless stated otherwise, the term "day" as used in this Agreement shall mean a calendar day. 17.13 Statutory Disclosures (a) ANY CLAIMS FOR CONSTRUCTION DEFECTS ARE SUBJECT TO THE NOTICE AND CURE PROVISIONS OF CHAPTER 558, FLORIDA STA-ruTES. (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: 17.14 Public Records - Construction Manager shall keep all records and supporting documentation, which concern or relate to the Work hereunder for a minimum of five (5) years fi-om the date of termination of this Agreement or the date the Project is completed or such longer period as may be required by law, whichever is 44 later, pursuant to Florida Public Records Law Chapter 119 and comply with specifically those contractual requirements in 119.0701(2)(a)-(b) as follows: IF THE CONSTRUCTION MANAGER HAS QUESTIONS REGARDING TIIE 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 Cast, Suite 102 Naples, FI, 34112-5746 Telephone: (239) 252-8383 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 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 the Construction Manager refuses to allow public access to all 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 seven (7) days written notice, dining 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 it 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 it be relieved fi•om its obligations assumed under Article 7. Reasonable terminal expenses incurred by the Owner may be deducted from any payments left owing the Construction Manager (excluding monies owed the Construction Manager for subcontract work). 17.15 Ownership and Use of Work Products 17.15.1 It is understood and agreed that the work products, including reports and other documents and data developed by the Construction Manager relating to its services shall be delivered to, and shall become the 45 i t•� property of the Owner as they are received by the Owner. The Construction Manager hereby assigns all its copyright and other proprietary interests in the products of this Agreement to the Owner. Specific written authority is required from the Owner's Project Manager for the Construction Manager to use any of the work products of this Agreement on any non -County project. Notwithstanding the above, any reuse of the work products by the Owner on other projects will be at the risk of the Owner. 17.15.2 Upon the completion or termination of this Agreement, as directed by the Owner, Construction Manager shall deliver to the Owner copies or originals of all records, documents, drawings, notes, tracings, plans, MicroStation or AutoCAD Files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for Construction Manager under this Agreement ("Project Documents"). The Owner shall specify whether the originals or copies of such Project Documents are to be delivered by Construction Manager. The Construction Manager shall be solely responsible for all costs associated with delivering to the Owner the Project Documents. Construction Manager, at its own expense, may retain copies of the Project Documents for its files and internal use. 17.15.3. Notwithstanding anything in this Agreement to the contrary and without requiring the Owner to pay any additional compensation, Construction Manager hereby grants to the Owner a nonexclusive, irrevocable license in all the Project Documents for the Owner's use on this Project. Construction Manager warrants to the Owner that it has full right and authority to grant this license to the Owner. Further, Construction Manager consents to the Owner's use of the Project Documents to complete the Project following Construction Manager's termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. The Construction Manager also acknowledges the Owner ►nay be making Project Documents available for review and information to various third parties and hereby consents to such use by the Owner. SIGNATURE PAGE TO FOLLOW 46 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 Kinzel, Clerk of the Circuit Court and Comptroller (SEAL'® Attu- C�irltmn; �' �� ,isj�il8��tf�y�► CONSTRUCTION MANAGER's SSES: i ess LA 14M 'hype/print na e and itne Tipe/print witnest name OWNER: Board of County Commissioners, Collier County, Florida, a political subdivision of the State of Florida C • By: - Burt L. Saunders, Chairman CONSTRUCTION MANAGER: Manhattan Construction Company B P Ap ov as to or �d gality: Sco . Teach Deputy County Attorney 47 SF� Exhibit A-1 Exhibit A-1 Manhattan Btulcl ing excellence. June 22, 2020 Revision 02 COLLIER COUNTY GOVERNMENT OFFICIAL BUSINESS PARK NAPLES, r 1, Re: Preconstruction Services Proposal Manhattan Construction Crnnpany is grateful for the opportunity to present a proposal for ,'reconstruction Services for review and consideration. This Preconstruction Services proposal is based on an anticipated building construction for +/- $80.0 Million plus Site with 8 - deliverables over an anticipated preconstruction duration of 14 months. Scope of services to include the following: MASTER DESIGN PHASE SCHEDULE Developing a Master Schedule that incorporates design schedule along with the preconstniction phase, as well the construction schedule sequencing. MASTER PROJECT CONSTRUCTION SCHEDULE AND UPDATES Updating the Master Schedule at every deliverable stage including realigning and incorporating any changes to the design schedule along with the preconshuction phase and the constriction schedule sequencing. FINAL CONSTRUCTION SCHEDULE At the 100% Construction Design Document stage develop and finalize the Construction Schedule. DESIGN PHASE. REVIEW MEETINGS ,Manhattan will participalo in weekly design review meetings throughout the design phases through to the final design review meeting. VALUE ENGINEERING Manhattan will provide value engineering workshops to improve and seek out optimum value for both initial as well long term investment of the project. Value Engineering shall begin during the early design stages to ►naintain the owner's definition of value and offer alternative solutions in potential savings without jeopardizing program space or function. DELIVERABLFS INCLUDE 8-ESTIMATES Deliverable 01 Master Budget (Rldgs I - 7 and Site Development) at the 30% Design Development Document prepare and develop a detailed in-house estimate for the entire project. Manhattan 801cling exce11e11Ce. Exhibit A-1 Deliverable 02 6(r/a Design Development Document Stage for Building 01 and the total Site Development prepare and develop a in-house detailed estimate. Master Budget will be adjusted accordingly based on Buildings as design progresses at this stage. Deliverable 03 90% Construction Document / Update for total Sitework and Building 01 includes prepare and develop a Bid Package Structure summary and updated in-house detailed estimate. Master Budget will be adjusted accordingly based on Buildings as design progresses at this stage. Deliverable 04 100% Construction Document / GMP for total Sitework and Building 01 includes prepare and develop a Bid Package Structure summary along side Bid Tabulation Sheets with subcontractor pricing. Includes scope review within tine Aid Tabulation Sheets. Master Budget will be adjusted accordingly based on Buildings as design progresses at this stage. Deliverable 05 Master Budget (Bldgs 2 - 7) at the 30% Design Development Stage includes preparing a detailed in-house estimate update for the designed building structures. Deliverable 06 60% Design Development Document Stage includes preparing a detailed in-house estimate update for the designed building structures. Deliverable 07 90% Construction Document / Update for Building 02 through 07 includes prepare and develop a Bid Package Structure summary and updated in-house detailed estimate. Deliverable 08 100a/o Construction Document / GMP for Building 02 through 07 includes prepare and develop a Aid Package Structure summary along side Bid Tabulation Sheets with subcontractor pricing. Includes scope review within the Bid Tabulation Sheets. SUi3CONTRACTOR / VENDOR SOLICITATION 1) At the 30% and 60% Design Development Design stage, subcontractors and vendors shall be utilized to help in confirmiing unit pricing utilized with the detailed in-house estimate we will produce. 2) Solicit subcontractors for pricing and consultation on unit pricing to validate pricing for this stage of the estimate 90% Construction Iocument Design Stage. 3) 100% Constriction Document / GMP Stage: Soliciting Subcontractors for all Bid Packages for the construction of the project. Setting up our solicitation process through Building Connected as well a pre -bid meeting to establish a high level interest for the project. SCOPING OF BID PACKAGES Receive and review Subcontractor Bids which will included two -days minimally to perform face to face scope / sub reviews and analyzing the subcontractor bids. This will include additional one to two days of follow ups calls / meetings. CONSTRAINTS AND EXCLUSIONS: 1) Manhattan shall provide formal estimates of construction costs. The estimate shall be based on relevant and reliable estimating techniques, historical analysis of cost, vendor input. E Manhattan xhibit A-1 Bridding excellence. Manhattan shall provide as accurate of an estunate as is reasonably possible based on the project information available. 2) Manhattan will provide allowances for undefined items required for the completion of constn►ction. 3) Manhattan will provide within 10 business clays following receipt of the 30% Design Development, 60% Design Development, 90% Construction Documents and 100% Conmiction Documents a defined Document Deliverable Review / Check Lists providing explanatory information and design conclusions as defined by the ATA Checklist. Manhattan Construction is proposing providing staff and personnel to perform the above noted services for a Lump Sum of Two-Huirdred Six -Thousand Nine -hundred Twenty Dollars and 00/100 ($206,920.00): We have attached to this proposal a detailed schedule and corresponding cost estimate for your review based on the anticipated timeline of design progression. Sincerely, qA go John Begani Director of PrecOnetructlon Manhattan Construction Company Exhibit A-1 Manhattan Onlldt)ig mcelfc-mv, COLLIER COUNTY GOVERNNtENT OFFICIAL BUSINESS PARK Precooltructlon Fee Proposed Rummary Report June 22,2020 Rcrl►1na O1 Deliverable Description / Design - Phase Amaant Qty- Total DELIVRRARLRUI F1nrllatfUD08rltu.D01.7gltfRD[ivelAPl�lti S4t,79J I ^ SU,7S! 61154 DESIGN DHVeLOPhGM ESTIMATP. (TOTAL MWORK / St)— Dt MBF.AALE 02 tit IMING I) -- -- 1 go%(.•o,4s-mucncNmcilhowCIOTAI-""WORK/Bu"1)") 526,730 DELIVERABLE 03 1) 52 730 — I IOVA l;Ot MUCnoY Oo(lAA1NT / MW CI)DTAL SM WOiUC / BLIVBALR04 DRA buiu a 1) S66 370 539,814 I 1 44 S,644 29 29 DELIVPRALLE 0S STRR BUDGET un)AT R (BLDG 2 - 7) DEI,iVRRAALB06 60%nRSIGNDtIMO"AWTESUMATZ00JIiAINO2.7) sn04 1 $29.e44 DBI nE AI)LE 07 90% DHSION Du oPMIINT BSI7hLl72l (AtMM1NO 1- 7) fIJA0.1 t sI1,403 DELIVERABLE 08 1001E CONSrRUCr10N DA[U#EM /lW OU"ING 1. 7) _ $29,693 1 329,693 h7s,u nq t Is7x,u nq "CLIBNT DISCOUNT: S205,741 TOTAL. PRECOIY SERVICES Rchubuivable (Not Included Above) Total rdatiAr Drsniug Seu (Dmwinp baxd m 30' X 42' ►irtd chub SO.I31410' $1,31 Pu ►Ertl) $1,179 TOTALPRECON R19INMIM1BLES $1,179 S206,920 TOTAL 11IM-CONSTRUCTION PROPOSAL: Exhibit A-2 [4foz,zaa Mp"Aotran fomrnatian Company Exhibit A-2 � MfalfYltbCII1 plH nlvJtt(an Stf%*a Esl lr PrnJ/<l Ab.•,f. 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I� Sbel+e IwI.Mr ♦MY W {• N.(w.ny,wrw lw+rw L•.eL\,H \� ra.Il N.a• LMrrN IMM I�w, (.vnavOOw w11Y l\f nb h,r•IMw ry,M•.«I tl �,fpU..rLyr(npf p0/\LMIIaMINa.0+I17 i• �nYi G.arMa SMl• I�<I N>I.w MPI•ewf.•h We•a• N ••, •wr7 ••n•nuW+YI,J. y..I.IY• ue W.+ w.fl., •MlaArwf ae•gl..+•w U•�••� IN�CG7nM se..wtwrnts• sew.•w. ti YNII,Iw•.P IMeaw1..NYt.\M.•/we.a a•W UM, rNrl �w+�.rl.+rlMrw aw, Wf.rrrt7 F.fe•w,�.�•NI,•.4r�w..n ,. w—..• •'' ' _ w___. --- __.__� __.__ __ _...- �• '- _,_- - -^_ _ _. __ _ .... __.___ ��.-. �. _ .. _ _...-_ ___ ____. _-__�--- Moon pHfl faf(1 .._ gY•w.l•r �w e.•w+ Yrl..:flln.eu _ AVIw)G,rfa L•r1-(w•4�(n �.y...—rw '.....,,rr» 1111 n{i 11►1OIY IIM rlAp01 On► ntl Otl lr,p IIL oM ow atl a/tl {{fa tlso NK IIN 1)-77 u77 too N441 Otl to alb Ir.N IIJI aoa ow Mw {171 «A NY flJl IiL Irn '10 1NI L1D N 11 )I C II •I 1I lr.11 ,lJ 1/17 IT1 l.0 NM I.N NK MN •tlY ), NK fl- )•K ., NY N NW v „f On it wi C:, +I .IG) N iu 1riA 1!%7 N� OY Op .70n ai Kr dG. Wa Y« « {,K WY 1•M .Jq N.f> w'IC. ww Inst e an I/L atl Ir II On0 I!1[ wlKr NN• w�Gr w1 G. verve w wl N'cc, wIw NY yI IL flaa NK Om NN K9 NM r1«t VG• w'K• .I GG Man ypc. w'au dnrf .N ,N a1 Iwa TomP aY cOMSTBUCTOVFMI:pIR ),'.1 •• )�+•.. �♦ tY .) 111.r :, •: S, 1117 ..... f"f1 rN• nI• s�,« ,f,7• •LN ([ / OIStWMf Nl.fw Ir•.• f71f1 {1LeY. Sll f:. f1(nI tw wa I -As 71 7as 9CA N4CIKCOY HCICJI (r:W 11 J.IY (.'.IrlN1,K I/ N17 NnfY.w L.'i71NlL wl•�w•h.Vn EXHIBIT A-3 CONSTRUCTION TEAM ASSIGNED REPRESENTATIVES 1.Owner - Collier County, a political division of the State of Florida Ayoub It. AI-Bahou. PE;, LEED"GA Principal Project Manager Avoub.al-bahou(u)tzol Iiercountyll.bov Facilities Management Division 3335 East'1'amiami Trail. Suite 101 Naples, Florida 34112 Tel: (239) 252-7704 Cell: (239) 778-4559 Fax: (239) 252-3795 2. Construction Manager - Manhattan Construction Company Gordon Knapp - Project Principal Senior Vice President - Manhattan Construction Company 3705-1 West -view Drive Naples, Florida 34104 gk[,1 r.el nianhattancoiistruction.ccmi Tel: (239) 643-6000 (office) Tel: (239) 675-8333 (cell) Josh Willard - Project Director Manhattan Construction Company 11000 Terminal Access Rd., Suite 8671 Naples, Florida 33913 1„h 11 illard��r.manhauancuntitruct.iun.�.�m Tel: (239) 643-6000 (office) Tel: (239) 734-0939 (cell) 3. Design Professional - Stantec Consulting Services, Inc. Tim l lancock, AICP Project Coordinator Stantec Consulting Services, Inc. 5801 Pelican Bay Blvd., Suite 300 Naples, Florida 34108 1 im.hano,,k a umt;�:.com Tel: (239) 649-4040 (office) EXHIBIT 4 CONSTRUCTION MANAGER'S KEY PERSONNEL ASSIGNED TO THE PROJECT INDIVIDUAL TITLE: Gordon Knapp Project Principal Josh Willard Project Director Ingrid Arencibia Sr Project Manager John Begani Director of Preconstruction Ben Stewart Chief Estimator Dan Mcdowel) MEP Project Manager Ryan Campin Sr. Superintendent Bill Szczepkowskl Sr. Superintendent Mauricio Pastor Sitework Superintendent Dean Ramineh Sr. Safety Manager EXHIBIT C• CERTIFICATE OF SUBSTANTIAL COMPLETION OWNER'S Project No. Design Professional's Project No. PROJECT: CONTRACTOR Contract For Contract Date 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 tho Work (or designated portion) is sufficlently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its Intended use. The Work to which this Certificate applies has been inspected by authorized representatives of OWNER, CONTRACTOR AND DESIGN PROFESSIONAL, and that Work is hereby declared to be substantially complete in accordance with the requirements of the Contract Documents on: DATE OF SUBSTANTIAL COMPLETION A tentative list of items to be completed or corrected is attached hereto. This list may not be all-inclusive, and the failure to include an item in it does not alter the responsibility of CONTRACTOR to complete all the Work in accordance with the Contract Documents. The items in the tentative list shall be completed or corrected by CONTRACTOR within days of the above date of Substantial Completion. The responsibilities between OWNER and CONTRACTOR for security, operation, safety, maintenance, heat, utilities, insurance and warranties shall be as follows: l� ,'ill RESPONSIBILITIES: OWNER: CONTRACTOR 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 CONTRACTOR'S obligation to complete the Work in accordance with the Contract Documents. Executed by Design Professional on _ _ .._ 20 Design Professional Type Name and Title CONTRACTOR accepts this Certificate of Substantial Completion on 20 CONTRACTOR By: Type Name and Title OWNER accepts this Certificate of Substantial Completion on By: OWNER Type Name and Title 20 F,f,4v MUMmmap" Type Name and Title EXHIBIT D Construction Manager's Final Payment Affidavit (Pursuant to §713.06, Fla. Slat.) 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 fumisticd 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 frilly completed, and all lienors under direct contract have been paid in full, except the following listed lienors: NAME? OF LIENORS: AMOUNTDUF.: Manhattan Construction (Florida), Inc. By: -- Gordon Knapp, Senior Vice President - Florida Sworn to and subscribed before me this day of , 202_, by Gordon Knapp, the Senior Vico 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 clay of 20 Notary Public State of Florida at Large Typed, printed or stamped name of Notary Public My Commission Expires: r/ Exhibit E GMP PROPOSAL AMENDMENT FORM �ys EXHIBIT E Sample GMP AMENDMENT TO CONSTRUCTION MANAGER AT RISK AGREEMENT/PROJECT NUMBER Government Operations Business Park Construction Phase Services THIS GMP AMENDMENT, is made and entered into as of the date of'execution by both parties. by and between Collier County, a political subdivision of the State of Florida, hereinafter referred to as the "COUNTY" and Manhattan Construction Company, 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." WITNESSETH: WHEREAS, on , 2020 (Agenda Item _ _ _ _ ), the County entered into an Agreement with the Construction Manager for Construction Management at Risk services (the "Agreement"), which initially addressed the Construction Manager's duties pertaining to the Preconstruction Phase of services on the Government Operations Business Park project (the "Project"); and WHEREAS, pursuant to Article 7, Guaranteed Maximum Price for Construction (the "GMP"), and Article 9, Cost of the Project, 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, the parties wish to amend the Agreement to incorporate the Construction Phase portion of the Project, set the GMP for that 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 Phase shall be the amount of $ 2. COST OF THE. PROJECT The total cost of Construction Phase of the Project is $ . Pursuant to Section 8.1.2(2)(i) of the Agreement, included in the total cost is profit and overhead in the sum of $ Per Section 8.1.2(2)(d) of the Agreement, the daily rate for Constniction Manager's staff is the sum of the amounts per assigned personnel listed in Exhibit "G" multiplied by the "Percentage of Time" x regular hours. 3. GUARANTEED MAXIMUM Pursuant to Article 7 - Guaranteed Maximum Price for Construction of the Agreement, the Construction Manager's Guaranteed Maximum Price for the Construction Phase of the Project, including the Construction Manager's Fee and cost of the project is $ . (See Attached Exhibit ). "Phis cost is for the performance of the Scope of Work consisting of the construction of _ _ in accordance with the Contract Documents listed and attached to this Amendment as Attachments 1 through 7 below, which are hereby incorporated into and made a part of the Amendment by this reference as follows: Attachment No. Description Pages Date 1. List of Drawings and Specifications _ through _ T- 2. Schedule of Value _ through _ _ 3. List of Itemized General Conditions _ through _ 4. Assumptions and Clarifications _ through.___ $. Completion Schedule , through — 6. List of Subcontractors and Major Suppliers — through 7. Allowance i through _ 4. CONTRACT TIME The total period of time beginning with the Construction Phase Commencement Date to the date of Substantial Completion of the Work is calendar days ("Contract Time"). 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 Kinzel, Clerk of the Circuit Court and Comptroller By: Dated: (SEAL.) BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: Burt Saunders, Chairman Approved as to Form and Legality: Scott R. Teach, Deputy County Attorney Construction Manager's Witnesses: First Witness TType/print witness nameT Second Witness CONSTRUCTION MANAGER: Manhattan Construction Company By: Signature TType/print signature and titleT TType/print witness nameT Date U�' EXHIBIT F CONSTRUCTION MANAGER'S PERSONNEL TO BE ASSIGNED DURING PRE -CONSTRUCTION PHASE AND APPROVED STAFF RATES PRECONSTRUCTION COST IS LUMP SUM PER APPROVED PROPOSAL (SEE EXHIBIT A-2) (Rates provided Il additional services are requNed and authorized by owner) APPROVED STAFF RATES/HR INDIVIDUAL TITLE until June until 30, 2021 untilEffec until June 30, 2022 until Effectiv untH June 30, 2023 PERCENTAGE OF TIME/DURATION/MONTHS AVAILABLE Gordon Knapp Project Principal $ 238 $ 245 $ 252 According to preconstruction proposal John Began! Director of Preconstructio $ 176 1 $ 181 $ 187 According to preconstruction proposal Dan Mcdowell In-house MEP Specialist $ 125 1 $ 129 $ 133 According to preconstruction proposal Lauren Schuster Estimator $ 79V$123 S 84 According to preronsiniction proposal Cyle Toler John MacDougall Sr. Estimator Estimator $ 119 $ 79 $ 1 66 $ 84 According to preconstruction proposal According to preconstruction proposal Ben Stewart Chief Estimator $ 161 $ 171 According to preconstruction proposal Josh Willard Project Director $ 175 $ 186 Accordingtopreconslructionproposal Ingrid Arencibla Bill Szezepkowskl Sr Project Manager Sr. Superintendent 5 145 $ 149 $ 149 $ 153 $ 154 $ 158 According to preconstruction proposal According to preconstruction proposal Mauricio Pastor SiteworkSuperintendent $ 125 $ 129 $ 133 According topreconstrudonProposal Dean Ramineh Sr. Safety Manager $ 95 $ 98 $ 101 According to preconstruction proposal TBD Field Office Manager $ 61 $ 63 $ 65 According to preconstruction proposal Refer to schedule for Preconstructlon Phase Exhibit A-3 EXHIBIT G CONSTRUCTION MANAGER'S PERSONNEL TO BE ASSIGNED DURING CONSTRUCTION AND APPROVED STAFF RATES PER ARTICLE 8 APPROVED STAFF RATESIHR INDIVIDUAL TITLE Effective until June 30, 2021 Effective until June 30.2022 Effective until June 30.2023 PERCENTAGE OF TIM£/DURATIONIMONTHS AVAILABLE Gordon Knapp Project Principal $ 238 $ 245 $ 252 10% Josh Willard Project Director $ 175 $ 180 $ 186 1000/0 Ingrid Arencibia Sr Project Manager $ 145 $ 149 $ 154 1000/0 Andrew Courtney Project Manager $ 121 $ 125 $ 128 1000/0 Dylan Mertzlufft Assistant Project Manager $ 81 $ 83 $ 86 1 TBD Sr. Project Engineer $ 70 $ 72 $ 74 100% TBD Sr. Project Engineer $ 70 $. 72 $ 74 1000/0 Dan Mcdowell MEP Project Manager $ 125 $ 129 $ 133 10% Ryan Campin Sr. Superintendent $ 149 $ 153 $ 158 20— % Bill Szczepkowski Sr. Superintendent $ 149 $ 153 $ 158 1000/0 Mauricio Pastor Sitework Superintendent $ 125 $ 129 $ 133 100% Jacob Pszczolkowsk Superintendent $ 125 $ 129 $ 133 100% TBD Superintendent $ 125 $ 129 $ 133 1 0 TBD Assistant Superintendent $ 104 $ 107 $ 110 100% Dean Ramineh Sr. Safety Manager $ 95 $ 98 $ 101 20% TBD Field Office Manager $ 61 $ 63 $ 65 1009'0 TBD Project Accountant $ 81 $ 83 $ 86 100% Daily Per Diem total for staff to be established at GMP based on assigned staff at the rates reflected above. Number of months TBD when design and schedule are completed. EXHIBIT H PAYMENT AND PERFORMANCE BONDS EXHIBIT H PUBLIC PAYMENT BOND Bond No. Contract No. KNOW ALL MEN BY THESE. PRESENT'S: 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 ___ 2018, 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 il' Principal: Promptly snakes 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 he filed by claimants. IN WITNESS WHEREOF, the above parties have executed this instrument this _ day of _ 2018, 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, scaled and delivered in the presence of: Witnesses as to Principal STATE OF _ COUNTY OF NAME: _ ITS: PRINCIPAL The foregoing instrument was acknowledged before me this day of 20 by -- - 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: — (Signature of Notary) NAME: (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public, State of Commission No.: ATTEST: SURETY: (Printed Name) (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 COUNTY OF The foregoing instrument was acknowledged before me this _ day of 2005, by as - — -- of 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) (Signature) Name: (Legibly Printed) Notary Public, State of. Commission No.: EXHIBIT If PUBLIC PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS: That as Principal. and - ----- �---- as Surety and firmly bound to Bond No. Contract No. located at (Business Address) are held as Obligee in 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 _ 2018, 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: 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, that Principal would be obligated to Obligee under the Contract, including, but not limited to, Liquidated Damages incurred by Obligee; and 3. Performs the guarantee of all work and materials furnished under the Contract f<x the time specified in the Contract, then this bond is void; otherwise it remains in fiill 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- 2018, the name of each party being affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body. Signed, sealed and delivered in the presence of: PRiNCIPAL Witnesses as to Principal BY: NAME: ITS: STATE OF _. COUNTY OF The foregoing instrument was acknowledged before me this as He/she is personally known to me OR has produced identification and did (did not) take an oath. My Commission Expires: (Signature) (AFFIX OFFICIAL SEAL) day of 2018, by of corporation, on behalf of the corporation. as Name: _ (Legibly Printed) Notary Public, State of: Commission No.: ATTEST: Witnesses as to Surety Witnesses SURETY: (Printed Name) (Business Address) (Authori7ed 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 2005, by as of a Surety, on behalf of Surety. Mc/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) (Signature) Name: (f.egibly Printed) Notary Public, State of: Commission No.: EXHIBIT 1: 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) Unless provided otherwise herein or by separate notice or document, in accordance with the Contract Documents and in consideration of $ to be received, ("Contractor") releases and waives for itself and its 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 excluding retainage withheld and any pending claims or disputes as expressly specified as follows: (2) Contractor certifies for itself and its subcontractors, material-mcn, 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 he filed, have been fully satisfied pursuant to the terms of their agreement. (3) To the maximum extent permitted by law, Contractor agrees to indenmify, 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. (a) This Release and Affidavit is given in connection with Contractor's Imonthly/final) Application for Payment No. CONTRACTOR Witness ITS: President DATE: Witness STATE OF COUNTY OF [Corporate Seal] The foregoing instrument was acknowledged before me this day of -__-, 20 by ,as _of --'a --- corporation, on behalf of the corporation, fit/she is personally known to me or has produced as identification and did (did not) take an oath. My Commission Expires: (Signature of Notary) NAME: (Legibly Printed) Notary Public, State of (AFFIX OFFICIAL. SF.A1,) Commissioner No.: Exhibit J FORM OF CONTRACT APPLICATION FOR PAYM[El NT CdAier Coon `Boaid:ojCounly Camr»issioneii fhe OWNED_ _ Owner's P%{ect Manager's Bid No. Name: County's Division Name _ Project No. Submitted by Contractor Application Date: Representative: Name _ Contractor's Name & Payment Application No. Address: Original Contract Tlme: _ _ J Original Contract Price: $ Revised Contract Time: Total Change Orders to Date: $ Revised Contract Amount: Total Vatue of Work Completed & S _ Stored to Date: __ Retainage @10% through $ _ --- Rctainage (a� 10% through jli Bert date] $ Insert Date]_.__ . - Retainage @ % after $ Percent Work Completed to % Date: Percent Contract Time % Completed to Date: Liquidated Damages to Be Less Retainage $ Total Earned Less Retainage_. $ Less previous payments) AMOUNT DUE 11IIS $ APPLICATION: Remaining Contract Balance $ Accrued - - ' - - - - ATTACH SCHEDULE OF VALUES AND ACCOMPANYING DOCUMENTATION TO THIS APPLICATION CONTRACTOR'S CER TIFICATION: 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. k.ununcivi a nrtmn- -- - - - - - Contractor's Signature:__ _ __ - _ _ Datt' - ----. • --- - Type'Pitic; Sha(l be signed by on authorized re resentativ_e of the Contractor. pjjvmet t to -the CONTRACTOR tor•the ab'ovt AMOUNT DUE VIM APPLICATION is reconcaeuded b z Dcsi n Prokssionat's Name: -_— Si a turn: Date: - - - Pra eat to:: iie GpIYTRACTOR`fo"r the Abovi'AMOUNT DUI THIS APP_LICr1 i IOIY Is'trecommerlJed by: . Owner's Project ManagcrNamc: _ - Signaturc: Dato: — ®R EXHIBIT i ROOM -Los ;lamiy r-lis 4m-- ,"Ldmk RL �j EXJHBrf K Consent of Suretv (Attached as K.1 and K.2) 1-chibi.t K.1 Bond No. CONSENT OF SURETY TO REDUCTION IN OWNER ❑ OR PARTIAL RELEASE OF RETAINAGE AaCHMCT AIA DOCUMENT G707A - ELECTRONIC FORMAT CONTRACTOR suRaTi ❑ OTHER ❑ THIS DOCUMENT HAS IMp'ORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGPD WITH RESPECT TO it S COMPLL1104 OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICAt.1.Y DRAFTED AIA DOCUMENT MAY BE MADE. BY IISING AIA TO OWNER: ARCHITECT'S PROJECT NO.: jKanie and address) CONTRACT FOR: PROJECT. CONTRACT DATED: Name and address) In actor once with the provisions oft the Contract between the Owner and the Contractor us indicated above, the (In serf name and address of Surely) ,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 f1wrn rtamr and address of Owner) , OWNE1t, as set forth in said Surety's bond. IN WITNESS WHEREOF, the Surety has hereunto set its hand on this date: (tutors in wriNnp (he month followed by the m(merte date and yrae.) (Surely) Attest: (Ttgnatere of ajo mrired representative) (Seal); (Printed name and title) IT U I E 5F ARCHFTECK- 1735 NEW YORK5 G 000MENT 16707K-7 CONSENT OF SURETY TO REDUCTION IN OR PARTIAL RELEASE OF RETAINAGE - 1994 EDITION - AIAO - WARNING: Unllcelised photocopyin violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permisslon of I AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Docume g707amst.ala—1/71I003. AIA License Number 1113723, which expires on 1013112003. t:leclronic Format G707A -1994 I Exhibit K.2 CONSENT OF SURETY OW ARCHrrECT Q TO FINAL PAYMENT CONTRACTOR [] AM DOCUMENT G707-ELEC'T)(ONIC FORMAT SURETY ❑ OTHER Q TH1.3 1r0CUMENT HAS IMPORTANT LEGAL. CONSEQUENCES: CONSULTATION IVITH AN ATTORNEY IS ENCOURAGED WITH RFSPF,CT TO ITS COMPLE?70K OR AIODIFICA7702VALrIliEtv77CA7'ION OF 77/1S Al.F_'[:7X0)V1CAL LY D1L11TGD AIA UOCUAfENT AfAY BE HADE BY USING A1A UDCUAIENT Dfor. TO OWNER: ARCHITECT'S PROJECT NO.: (home and address) PROJECT: CONTRACT FOR: (Nome and address) CONTRACT DATED: In accordance with the provisions of the Contract between the Owner and the Contractor as indicatM above, the (Insert name and address of Surly) ,SURETY. on bond of (lasers name 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) , OWNER. as set forth in said Surety's bond. IN WITNESS WIIERf3OF, the Surety has hereunto set its hand on this date: (lased bl wriling Um month followed by the namerle dote and year.) Attcst: ( arery) (.Slgnalure of authorized representative) (Seal): (Prkrted name and title) W IY`JY me MVILMW%1V nvr 1, v ID yr—rrr,....,-1 ..— ...... ..-.... __ __ __ ____. __._ __ --. - CONSENT OF SURETY TO FINAL. PAYMENT - 1994 EDITION - AIA® -WARNING: Unlicansod photocopying violates U.S. copyright laws and wt subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can Be reproduced V_--- accordance with your license without violation until the date of expiratiol as noted below. User Document: g7O7mast.ala — 117/2003. A(A Lice Number 1113723, which expires on 1013112003. Electronic Format G707 -1944 � At 1 EXHIBIT I.: CHANCE ORDER Change Order Form Contracts. Change&= Purchase Order a I I Projects ContractONFinr Name.- Project Name. L Projtct Manager Name Department Or glnslContract,Work Order Amount Origi.alBCC AprfovalDar Agenda I!err a Currertt BCC Approved Amount Last 8CC Approval Date. Agenda Isem a Current ConfactVOlk Ordtr Amour! SAP ContractExprrstor Car (0.tasttr, Color Amount of this Change ocIV 0' Tctal Crange from Original Amount PertsedContractWor► Order T:lal c 000 I NOW 011 Changtfrom Curtrt8CC Approved Amount C�mulasve Changes 5 0 0011 NO IV O'l Change from Current Amount Completion Date, Description of the Task(s) Change. and Rationale for the Change Nol,ce to Procee On inal Last A Revised Date Date Complttion Dat�Dproved Date �,n:,rntTsCrrpe a of Days Added Select Tasks O Add nowlask(s) ODelete task($) O Changetask(s) [3Other cat:aa Provide a response to the following. t ) detailed and specilic eaplanation!ratiorule of the requestedchange(s) to the task(s) and ! or the additional days added (it toques". 2 ►why this change was not included in the onginal contract. and. 3 ► describe the impact if this change is not processed A!!a:� jiv-c-a rf:•^rat :- fr:. • the Ces.;-.'=-_ress,Dna! aridor Contactor rf reeCe: Prepared by Date (Project f4araotr fame andDepartment) Accepiarceofth.sCharge Order shaeconslituteamoddicatwntocontraet workorder identified above arbaAbesub►ecttoaathe same tofmsand conddionsasConlaMdinthe cortrsct, work order irdc&ledabovt.elfully as4the samertreStated inthisaccfpina The adjustment, of any, to the Contract shagconsteute a full and final settlement of any and a# claims of the Conraclar I vendor j Consultant! DtspnProltssanalsns+gaAOlarWtWtothtcharsgtsetforthhNtin srcludr+gclaimstaimpWsnddt4ycosa Accepted by Date c-!ractorr evictor' onsuttaM tsion ratmorWand smeo rim projectappkcablt) Approved by Date esyn Prolessionaland NameofFirm. A project applicable) Approved by Date (Procurement Professional EXHIBIT M: FINAL PAYMENT CHECKLIST Bid No.: —Project No.: _. Contractor: The following items have been secured by the for the Project known as __ Datc: 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 Protessional: By Owner: - (Firm Name) - (Signature) - (Typed Name & Title) - (Department Name) - (Signature) _ (Name & Title)