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Agenda 01/12/2021 Item #16C8 (Agreement for Sale & Purchase - HHH Ranch)
01/12/2021 EXECUTIVE SUMMARY Recommendation to approve an Agreement for Sale and Purchase for 10 acres of unimproved property located within the Rural Fringe Mixed Use District interior to the County owned HHH Ranch property in an amount not to exceed $113,000. OBJECTIVE: To purchase a 10-acre parcel to complete a rectangle shaped property in connection with the HHH Ranch property. CONSIDERATIONS: On August 7, 2020, Collier County received an email from Bill Huffy who is a broker for Premiere Plus Realty, providing Collier County the opportunity to purchase an unimproved 10- acre property which is surrounded by the HHH Ranch property on all four sides. The HHH Ranch property was purchased by Collier County on December 17, 2020. A location map is attached for reference. The property was listed for $129,000. The Real Property Management’s in-house Real Estate Appraiser appraised the parcel for the fair market value of $110,000. A copy of the appraisal is attached for reference. Through negotiations with staff, the property owner accepted the fair market value of $110,000. The property is owned by Mina Walsh Estate and in care of Mr. Robert G Scherer. The Mina Walsh Estate must go through the probate process in order to determine all the beneficiaries of the estate . A title commitment will determine what must be done to comply with the probate with all the required closing documents being reviewed and approved by the County Attorney’s Office. The Agreement for Sale and Purchase has an extended time for the due diligence in the amount of 180 days and can be extended for an additional 60 days without further Board approval. The Agreement for Sale and Purchase has been reviewed and approved by the County Attorney’s Office. FISCAL IMPACT: The total cost of the acquisition should not exceed $113,000 ($110,000 for the purchase price and $3,000 for a title commitment, title policy, closing costs and recording of the documents). ). Funding for this purchase is available in County-Wide Capital Fund (301), Project No. 50205 (HHH Ranch). LEGAL CONSIDERATIONS: This item is approved for form and legality and requires a majority vote for Board action. -JAB GROWTH MANAGEMENT IMPACT: There is no impact to the Growth Management Plan. RECOMMENDATION: That the Board of County Commissioners: 1. Approves the attached Agreement for Sale and Purchase and accepts the Warranty Deed once it has been received and approved by the County Attorney’s Office. 2. Authorizes the Chairman to execute the Agreement for Sale and Purchase and any and all other County Attorney’s Office approved documents related to this transaction. 3. Authorizes the County Manager or his designee to prepare related vouchers and warrants for payment. 4. Directs the County Manager or his designee to proceed to acquire this parcel, to follow all appropriate closing procedures, to record the deed and any and all necessary documents to obtain clear title to this parcel, and to take all reasonable steps necessary to ensure performance under 16.C.8 Packet Pg. 1448 01/12/2021 the Agreement Prepared By: Sonja Stephenson, Sr. Property Acquisition Specialist, Facilities Management Division ATTACHMENT(S) 1. Agreement for Sale and Purchase (PDF) 2. Location Map (PDF) 3. Appraisal Report (PDF) 16.C.8 Packet Pg. 1449 01/12/2021 COLLIER COUNTY Board of County Commissioners Item Number: 16.C.8 Doc ID: 14452 Item Summary: Recommendation to approve an Agreement for Sale and Purchase for 10 acres of unimproved property located within the Rural Fringe Mixed Use District interior to the County owned HHH Ranch property in an amount not to exceed $113,000. Meeting Date: 01/12/2021 Prepared by: Title: Property Acquisition Specialist – Facilities Management Name: Sonja Stephenson 12/11/2020 9:12 AM Submitted by: Title: Director - Facilities Management – Facilities Management Name: Damon Grant 12/11/2020 9:12 AM Approved By: Review: Facilities Management Damon Grant Director - Facilities Completed 12/11/2020 9:49 AM Facilities Management Toni Mott Additional Reviewer Completed 12/11/2020 9:53 AM Public Utilities Operations Support Joseph Bellone Additional Reviewer Completed 12/14/2020 12:01 PM Public Utilities Department JenniferA Rainey Level 1 Division Reviewer Completed 12/15/2020 8:05 AM County Attorney's Office Jennifer Belpedio Level 2 Attorney of Record Review Completed 12/17/2020 10:46 AM Public Utilities Department George Yilmaz Level 2 Division Administrator Review Skipped 12/21/2020 9:26 PM Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 12/22/2020 8:21 AM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 12/22/2020 2:12 PM Budget and Management Office Ed Finn Additional Reviewer Completed 12/30/2020 1:11 PM County Manager's Office Dan Rodriguez Level 4 County Manager Review Completed 12/31/2020 8:21 AM Board of County Commissioners MaryJo Brock Meeting Pending 01/12/2021 9:00 AM 16.C.8 Packet Pg. 1450 Folio No, 00329880008 AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made and entered into by and between THE ESTATE OF M|NA WALSH, deceased, whose address is c/o Robert G. Scherer, 2877 Josephine Dr., Henderson, NV 89044, (hereinafter referred lo as "Seller"), and Collier County, a political subdivision of the State of Florida, rts successors and assigns, whose address is 3335 Tamiami Trail East, Suite 101, Naples, FL 34112, (hereinafter referred to as ,,purchaser,,). WITNESSETH WHEREAS, Seller is the owner of that certain parcel of real property (hereinafter refened to as "Property"), located in Collier County, State of Florida, and being more particularly described in Exhibit "A", attached hereto and made a part hereof by reference. WHEREAS, Purchaser is desirous of purchasing the Property, subject to the conditions and other agreements hereinafter set forth, and Seller is agreeable to such sale and lo such conditions and agreements. NOW, THEREFORE, and for and in consideration of the premises and the respective undertakings of the parties hereinafter set forth and the sum of Ten Dollars ($10 00), the receipt and sufficiency of which is hereby acknowledged, it is ag reed as follows: I. AGREEMENT 1.01 ln consideration of the purchase price and upon the terms and conditions hereinafler set forth, Seller shall sell to Purchaser and purchaser shall purchase from Seller the Prope(, described in Exhibit'A''. II, PAYMENT OF PURCHASE PRICE 2.01 The purchase price (the "Purchase price,,) for the property shall be One Hundrud Ten Thousand Dolhrg (9110,000), (U.S. Currency) payable at time of closing. ilr. cLostNG - ! 91 The Closing (THE "CLOS|NG DATE", "DATE OF cLoStNG., oR"cLoslNG) of the hansaction shall be held on or before one hundred and eighty(180) days following execution of this Agreement by the purchaser, unless exten-deil by mutual written agreement of the parties hereto. ihe Manager of the Real propeo Management or designee is authorized to enter into such muiualwritten agreementi on behalf of the county for extensions of up to an additional 60 days withoul further 1 €) 16.C.8.a Packet Pg. 1451 Attachment: Agreement for Sale and Purchase (14452 : Surrounding HHH Ranch) approval by the Board of County Commissioners. The Closing shall be held at the Collier County Attorney's Office, 3335 Tamiami Trail East, Suite 101 , Naples, Florida 34112. The procedure to be followed by the parties in connec{ion with the Closing shall be as follows. 3.011 Seller shall convey a marketable title free of any liens, encumbrances, excep ons, or qualifications. Marketable title shall be determined according to applicable title standards adopted by the Florida Bar and in accordance with law. At the Closing, the Seller shall cause to be delivered to the purchaser the items specified herein and the following documents and instruments duly executed and acknowledged, in recordable form: 3.011 1 Warranty Deed in favor of Purchaser conveying ti e to the Property, free and clear of all liens and encumbrances other than: (a) The lien for current taxes and assessments. (b) Such other easements, restrictions or conditions of record, 3.0'1 12 Combined Purchaser-Seller closing statement. 3.0113 A "Gap,' Tax Proration, Owne/s and Non-Foreign Afiidavit," as required by Section 1445 of the lnternal Revenue Code and as required by the title insurance underwriter in order to insure the "gap" and issue the policy conlemplated by the title insurance commitment. 3.0114 A W-9 Form, "Request for Taxpayer ldentiftcation and Certification" as req uired by the lntemal Revenue Service. 3.0'12 Atthe Closing, the Purchaser, or its ass[nee, shall cause to be delivered to the Seller the following: 3.0121 A negotiable instrument (County Warrant) in an amounl equal to the Purchase Price. No funds shall be disbursed to Seller until the Tiile Company veriftes that the state of the title to the property has not changed adversely since the date of the last endorsement to the commitment, referenced in Section 4.01 l thereto, and the Tifle Company is inevocably committed to pay the Purchase Price to Seller and to issue the Owneds title policy to Purchaser in accordance with the commitment immediately after the recording of the deed. 3.O122 Funds payable to the Seller represenling the cash payment due at Closing in accordance with Article lll hereof, shall be subject to adjustment for prorations as hereinafter set forth. S) 16.C.8.a Packet Pg. 1452 Attachment: Agreement for Sale and Purchase (14452 : Surrounding HHH Ranch) 3.02 Each party shall be responsible for payment of its own attorney,s fees. Seller, at its sole cost and expense, shall pay at Closing all documentary stamp taxes due relating to the recording of the Warranty Deed, in accordance with Chapter 201_01 , Florida Statutes, and the cost of recording any instruments necessary to clear Seller's title to the Property. The cost of the Ownefs Form B Ti e policy, issued pursuant to the Commilment provided for in Seclion 4.011 below, shall be paid by Purchaser. The cost of the title commitment shall also be paid by purchaser. 3.03 Purchaser shall pay for the cost of recording the Warranty Deed. Real property taxes shall be prorated based on the cunent yea/s tax with due allowance made for maximum allowable discount, homestead and any other applicable exemptions and paid by Seller. lf Closing occurc at a date which the current year,s millage is not fixed, taxes will be prorated based upon such prior yea/s millage. IV. REQUIREMENTS A ND CONDITIONS 4.01 Upon execution of this Agreement by both parties or at such other time as specifred within this Article, Purchaser and/or Seller, as the case may be, shall perform the following within the times stated, which shall be condilions precedent to the Closing; 4.011 Wthin thirty (30) days afterthe date hereol Purchaser shall obtain as evidence of litle an ALTA Commitment for an Ownefs Title lnsurance policy (ALTA Form 8-1970) covering the Property, together with hard copies of all exceptions shown thereon. Purchaser shall have thirty (30) days, following receipt of the title insurance commitment, to notify Seller in writing of any obiection to title other than liens evidencing monetary obligations, if any, which obligations shall be paid at closing. lf the title commitment contains exceptions that make the title unmarketable, Purchaser shall deliver to the Seller written notice of its intention to waive the applicable contingencies or to terminate this Agreement. 4.012 lf Purchaser shall fail to advise the Seller in writing of any such obiections in Seller's title in the manner herein required by this Agreement, the tifle shall be deemed acceptable. Upon notification of Purchaser's objection to tifle, Seller shall have thirty (30) days to remedy any debcts in order to convey good and marketable title, excEpt for liens or monetary obligations which will be satisfied at Closing. Seller, at its sole expense, shall use its best efrorts to make such title good and markelab,e. ln the event Seller is unable to cure said objections within said time period, Purchaser, by providing written notice to Seller within seven (7) days after expiration of said thirty (30) day period, may accept tiUe as it then is, waiving any objection; or purchaser may terminate the Agreement. A failure by Purchaser to give such written notice of termination wiahin the time period provided herein shall be deemed an election by purchaser to accept the exceptions to title as shown in the title commitment. r'! 3 16.C.8.a Packet Pg. 1453 Attachment: Agreement for Sale and Purchase (14452 : Surrounding HHH Ranch) 4.013 Purchaser shall have the option, at its own expense, to obtain a cutrent survey of the Property prepared by a surveyor licensed by the State of Florida. No adjustments to the Purchase Price shall be made based upon any charpe to the total acreage referenced in Exhibit "A', if any. Seller agrees to fumish any existing surueys of the Property, if any, to Purchaser within fifteen (15) days of execution of this Agreement. V. APPRAISAL PERIOD 5.01 This provision was deleted as an in-house appraisal was obtained per the guidelines set forth in Section Two (4) of Ordinance 2007-28. VI. INSPECTI N PERIOD 6.01 Purchaser shall have one hundred and eighty (180) days from the date of this Agreement, ("lnspection Period"), to determine through appropriate investigation that: 1. Soil tests and engineering studies indicate that the Property can be developed without any abnormal demucking, soit stabilization or foundations. 2. There are no abnormal drainage or environmental requirements to the development of the Property. 3. The Property is in compliance with all applicable State and Federal environmental laws and the Property is free from any pollution or contamination. 4. The Property can be utilized for its intended purpose. 6.02 lf Purchaser is not satisfied, for any reason whatsoever, with the results of any investigation, Purchaser shall deliverto Seller priorto the expiration of the lnspection Period, written notice of its intention to waive lhe applicable contingencies or to terminate this Agreement. lf Purchaser fails to notiry the Seller in writing of its speci{ic objections as provided herein within the lnspection Period, it shall be deemed that the Purchaser is satisfied with the results of its investigations and the contingencies of this Article V shall be deemed waived. In the event purchaser elects to terminate this Agreement because of the right of inspection, purchaser shall deliver to Seller copies of all engineering reports and environmental and soil lesting results commissioned by Purchaser with respect to the Property. 6.03 Purchaser and its agents, employees and servants shall, at their own risk and expense, have the right to go upon the Property for the pupose of surveying and conducting site analyses, soil borings and all other necessary investigation. Purchaser shall, in performing such tests, use due care. Seller shall be notified by Purchaser no less than twenty-four (24) hours prior to said inspeclion of the Property. (c.{o ! 16.C.8.a Packet Pg. 1454 Attachment: Agreement for Sale and Purchase (14452 : Surrounding HHH Ranch) VII. INSPECTION rx. PRo TIONS 7.01 Seller acknowledges that the Purchaser, or its authorized agents, shall have the right to inspect the Property at any time prior to the Closing. VIII. POSSESSION 8.01 Purchaser shall be entitled to full possession of the Property at Closing 9.01 Ad valorem taxes next due and payable, after closing on the Property, shall be prorated at Closing based upon the gross amount of 2020 taxes, and shall be paid by Seller. X. TERMINATION AN D REMEDIES 10.0'l lf Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller, within ten (10) days of written notification of such f,ailure, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller. Purchaser shall have the right to seek and enforce all rights and remedies available at law or in equity to a contract vendee, including the right to seek specific performance of this Agreement. 10.02 lf the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby or otherwise fails to perform any of the terms, covenants and conditions of this Agreement as required on the parl of Purchaser to be performed, provided Seller is not in default, then as Seller's sole remedy, Seller shall have the right to terminate and cancel this Agreement by giving u,ritten notice thereof to Purchaser, and neither party shall have any further liability or obligation to the other except as set fur in paragraph 13.01 (Real Estate Brokers) hereof. 't 0.03 Should any litigation or other action be commenced between the parties conceming the Property or this Agreement, the party prevailing in such litigation or other action shall be entitled, in addition to such relief as may be granted, to a reasonable sum for its attorney's fees, paralegal charges and all fees lnd costs for appellate proceedings in sueh litigation or other action; which sum may be determined by the court or in a separate action broughl for that purpose. 10.04 The parties acknowledge thatthe remedies described herein and in the other provisions of this Agreement provide mutually satisfactory and sufficient remedies to- each of the parties, and take into account the peculiar risks and expenses ofeach of the parties. 5 16.C.8.a Packet Pg. 1455 Attachment: Agreement for Sale and Purchase (14452 : Surrounding HHH Ranch) XI. SELLER 'S AND PURCHAS R'S REPRESE TIONS AND WAR RANTIES 1 1 .01 Seller and Purchaser represent and warrant the following: 11.0'1 1 Seller and Purchaser have full right and authority to enter into and to execute this Agreement and to undertake all actions and to perform all tasks required of each hereunder. Seller is not presently the subject of a pending, threatened or contemplated bankruptcy proceeding. 11.0'12 Seller has full right, power, and authority to own and operate the Property, and to execute, deliver, and perform its obligations under this Agreement and the instruments executed in connection herewith, and to consummate the transaction contemplated hereby. All necessary authorizations and approvals have been obtained authorizing Seller and purchaser to execute and consummate the transaction contemplated hereby_ At Closing, certified copies of such approvals shall be detivered to Purctaser and/or Seller, if necessary. 1 1 .01 3 The warranties set forth in this paragraph shall be true on the date of this Agreement and as of the date of Closing. Purchaser's acceptance of a deed to the said Property shall not be deemed to be full performance and discharge of every agreement and obligation on the part of the Seller to be performed pursuant to the provisions of this Agreement. 1'1 .014 Seller represents that it has no knowledge of any actions, suits, claims, proceedings, litigation or investigations pending or threatened against Seller, at law, equity or in arbitration before or by any federal, state, municipal or other governmental instrumentality that relate to this agreement or any other property that could, if continued, adversely affecl Seller's ability to sell the property to Purchaser according to the terms of this Ag.eement. 11.015 No party or person other than Purchaser has any right or option to acquire the Property or any portion thereof. 11.016 Until the date fixed for Closing, so long as thb Agreement remains in force and effect, Seller shall not encumber or convey any portion of the property or any rights therein, nor enter into any agreemenls granting any person or entity any rights with respecl to the Property or any part thereot without first obtainingthe written consent of Purchaser to such conveyance, encumbrance, oi agreement which consent may be withheld by purchaser for any reason whatsoever. 1 1 .017 Seller represents that there are no incinerators, septic tanks or cesspools on the Property; all waste, if any, is discharged into a public sanitary sewer sysiem; Seller represents that they have (it has) no knowledge t-hat anypollutants are or have been discharged from the property, direcfly or indirecfly e, (3.t 16.C.8.a Packet Pg. 1456 Attachment: Agreement for Sale and Purchase (14452 : Surrounding HHH Ranch) into any body of water. Seller represents the Property has not been used for the production, handling, storage, transportation, manufacture or disposal of hazardous or toxic substances or wastes, as such terms are defined in applicable laws and regulations, or any other aclivity that would have toxic results, and no such hazardous or toxic substances are cunently used in connection with the operation of the Property, and there is no proceeding or inquiry by any authority with respect thereto. Seller represents that they have (it has) no knowledge that there is ground water contaminalion on the property or potential of ground water contamination from neighboring properties. Seller represents no storage tanks for gasoline or any other substances are or were located on lhe Property at any time during or prior to Selle/s ownership thereof. Seller represents none of the Property has been used as a sanitary landfill. 11.018 Selter has no knowledge that the Property and Seller,s operations concerning the Property are in violation of any applicable Federal, State or local statute, law or regulation, or of any notice from any governmental body has been served upon Seller claiming any violation of any law, ordinance, code or regulation or requiring or calling attention to the need for any work, repairs, construction, alterations or inslallation on or in connection with the Property in order to comply with any laws, ordinances, cndes or regulation with which Seller has not complied. 1 1 .019 There are no unrecorded restrictions, easements or rights of way (other than existing zoning regulations) that restrict or affect the use of the Property, and there are no maintenance, construction, advertising, management, leasing, employment, service or other contracts affecting the Property, 1 1 .020 Seller has no knowledge that lhere are any suits, actions or arbitration, bond issuances or proposals therefor, proposals for public improvement assessments, pay-back agreements, paving agreements, road expansion or improvement agreements, utility moratoriums, use moratoriums, improvemenl moratoriums, administralive or other proceedings or governmentral investigations or requirements, formal or informal, existing or pending or threatened which affects the Property or which adversely affects Selle/s ability to perform hereunder; nor is there any other charge or expense upon or related to the Properg which has not been disclosed to Purchaser in writing prior to the effective date of this Agreement. 1 1 .021 Seller acknowledges and agrees that Purchaser is entering into this Agreemenl based upon Selle/s representations stat€d above and on the understanding that Seller will not cause the zoning or physical condition of the Property to change from its existing state on the effective date of this Agreement up to and including the Date of Closing. Therefore, Seller agrees not to enter into any contracts or agreements pertaining to or affecting the property and not to do any act or omit to perform any act which would change the zoning or physical condition of the Property or the govemmental ordinances or laws cv3 16.C.8.a Packet Pg. 1457 Attachment: Agreement for Sale and Purchase (14452 : Surrounding HHH Ranch) governing same. Seller also agrees to notify purchaser prompfly ol any change in the facts contained in the foregoing representations and oi any notice -or proposed change in the zoning, or any other action or notice, ttlat may be proposed or promulgated by any third parties or any govemmental authoiities having jurisdiction of the development of the property which may restrict or change any other condition of the Property. 1 1.022 At the Closing, Seller shall deliver to purchaser a statement (hereinafter called the "Closing Represenlalive Statement,,) reasserting the foregoing representations as of the Date of Closing, which provisions shall survivi the Closing. 11.023 Seller represents, warrants and agrees to indemniry, reimburse, defend and hold Purchaser harmless from any and all costs (including attomey,s fees) asserted against, imposed on or incurred by Purchaser, direcfly or indirecfly, pursuant to or in connection with the applioation of any federal, state, local or common law retating to pollution or protection of the environment which shall bein accordance with, but not limiled to, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section g601 , et :eq., ("CERCLA" or "Superfund"), which was amended and upgraded by the Superfund Amendment and Reauthorization Act of 1986 (SARA,'), including any amendments or successor in function to these acts. This provision and the rights of Purchaser, hereunder, shall survive Closing and are not deemed satisfied by conveyance of title. 11.024 Any loss and/or damage to the Property between the date of this Agreement and the date of Closing shall be Seller's sole risk and expense. xlt. NoTtcES Real Property Management Administration Building 3335 Tamiami Trail East - Suite 101 Naples, Florida 34112 With a copy to Office of lhe County Attorney Administration Building 3299 Tamiami Trail East - Suite 800 Naples, Florida 34112 12.01 Any notice, request, demand, inslruction or other communication to be given to either party hereunder shall be in writing, senl by facsimile with automated confirmation of receipt, or by registered, or certified mail, retum receipt requested, postage prepaid, addressed as follows: lf to Purchaser. 3 6) 16.C.8.a Packet Pg. 1458 Attachment: Agreement for Sale and Purchase (14452 : Surrounding HHH Ranch) lf to Seller:Mina Walsh Estate c/o Robert G. Scherer 2877 Josephine Dr. Henderson, NV89044 12.02The addressees and numbers for the purpose of this Artide may be changed by either party by giving written notice of such change to the othei party in the manner provided herein. For the puryose of changing such addreises or addressees only, unless and until such written notice is received, the last addressee and respective address stated herein shall be deemed to continue in effect for all purposes. XIII. REAL E TE B ROKERS xlv ELLANE S 13 01 Any and all brokerage commissions or fees shall be the sole responsibility of the seller. seller shall indemniff Purchaser and hold purchaser harmless from and against any claim or liability for commission or fees to any broker or any other person or party claiming to have been engaged by Seller as a real estate broker, salesman or representative, in connection with this Agreement. Seller agrees to pay any and all commissions or fees at closing pursuant to the terms of a separate agreement, if any. 14.0'l This Agreement may be executed in any manner of counterparts which together shall constitute the agreement of the parlies. '14.02 This Agreement and the terms and provisions hereof shall be effective as of the date this Agreement is executed by both parties and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, successors, successor truslee, and assignees whenever the context so requires or admits. 14.03 Any amendment to this Agreement shall not bind any of the parties hereof unless such amendment is in writing and executed and dated by purchaser and Seller. Any amendment to this Agreement shall be binding upon purchaser and Seller as soon as it has been executed by both parties. 14.04 Captions and section headings contained in this Agreement are for convenience and reference only; in no way do they define, describe, extend or limit the scope or intent of this Agreement or any provisions hereof. 14.05 All terms and words used in this Agreement, regardless of the number and gender in which used, sharr be deemed to include any other gender or number as the context or the use thereof may require. b13 9 16.C.8.a Packet Pg. 1459 Attachment: Agreement for Sale and Purchase (14452 : Surrounding HHH Ranch) 14.06 No waiver of any provision of this Agreement shall be effective unless it is in writing signed by the party against whom it is asserted, and any waiver of any provision of this Agreement shall be applicable only to the specific instance to which it is relaled and shall not be deemed to be a continuing or future waiver as to such provision or a waiver as to any other provision. '14.07 11 any date specified in this Agreement falls on a Salurday, Sunday or legal holiday, then the date to which such reference is made shall be extended to the nixt succeeding business day. 14.08 Seller is aware of and understands that the "offer" to purchase represented by this Agreement is subject to acceptance and approval by the Board of County Commissioners of Collier County, Florida. 14 09 lf the Seller holds the Property in the form of a partnership, limited partnership, corporation, trust or any form of representative capacity whatsoever for others, Seller shall make a written public disclosure, according to Chapter 286, Florida Statutes, under oath, of the name and address of every person having a beneficial interest in the Property before Property held in such capacity is conveyed to Collier County. (lf the corporation is registered with the Federal Securities Exchange Commission or registered pursuant to Chapter 517 , Florida Statutes, whose stock is for sale to the general public, it is hereby exempt from lhe provisions of Chapter 286, Florida Statutes,) 14.10 This Agreement is governed and construed in accordance with the laws of the State of Florida. 15.01 This Agreement and the exhibits attached hereto contain the entire agreement between the parties, and no promise, representation, warranty or covenant not included in thrs Agreement or any such referenced agreements has been or is being relied upon by either party. No modification or amendment of this Agreement shall be of any force or effect unless made in writing and executed and dated by both Purchaser and Seller. Time is of the ess€nce of this Agreement. o\,./10 XV, ENTIREAGREEMENT 16.C.8.a Packet Pg. 1460 Attachment: Agreement for Sale and Purchase (14452 : Surrounding HHH Ranch) lN WITNESS WHEREOF, the parties hereto have signed below. Dated Pro;ecUAcquisition Approved by BCC: A TOP RCHASER DATED ATTEST: CRYSTAL K. KINZEL. Clerk BOARD OF COUNry COMMISSIONERS COLLIER COUNTY, FLORIDA BY Burt L. Saunders. Chairman THE ESTATE OF MINA WALSH BY (,.4 be ty ot si9 ned and s,.loJo to (of 4oq*, r /2 me o,l I . Deputy Clerk AS IO SELLER DATED,4ata WITN (Signature fuRLLTA n 11/4<a>ui(. Name t r (Signature) Qehfi L, Ha (9 (Printed Name) Approved as to form and legality Jenn A o ALANA BARTON Notary Public State ot Nevada No. l8-1915-1 MyAppt. Exp Jan@ry 10,2022 Assistant County Attorney \ao ao 16.C.8.a Packet Pg. 1461 Attachment: Agreement for Sale and Purchase (14452 : Surrounding HHH Ranch) EXHIBIT..A' SECTION 29 TOWNSHIP 49 RANGE 27 NE%OF SW %OF SW % TOTAL 10 ACRES 72 {q'' \:, 16.C.8.a Packet Pg. 1462 Attachment: Agreement for Sale and Purchase (14452 : Surrounding HHH Ranch) LOCATION MAP MINA WALSH ESTATE Folio No. 00329880008 COLLIER COUNTY 16.C.8.b Packet Pg. 1463 Attachment: Location Map (14452 : Surrounding HHH Ranch) Vacant Land Appraisal Report Parcel No 00329880008 Site Address Site City NAPLES Site Zone *Note 34117 Name / Address WALSH EST, MINA C/O ROBERT G SCHERER 2877 JOSEPHINE DR HENDERSON, NV 89044 16.C.8.c Packet Pg. 1464 Attachment: Appraisal Report (14452 : Surrounding HHH Ranch) Legal Description Parcel No 00329880008 Site Address *Disclaimer Site City NAPLES Site Zone *Note 34117 Name / Address WALSH EST, MINA C/O ROBERT G SCHERER 2877 JOSEPHINE DR City HENDERSON State NV Zip 89044 Zoning Strap No. Section Township Range Acres *Estimated Agricultural 000100 027 4C29 29 49 27 10 Legal 29 49 27 NE1/4 OF SW1/4 OF SW1/4 10 AC. 16.C.8.c Packet Pg. 1465 Attachment: Appraisal Report (14452 : Surrounding HHH Ranch) October 21, 2020 At your request, Real Property Management has prepared the accompanying appraisal for the above referenced property. The purpose of the appraisal is to estimate the market value of the fee simple interest, known as 00329880008. The client for the appraisal assignment is Collier County BCC / Real Property Management. The intended use of the appraisal report is to assist the client in internal decision-making purposes. The subject property is vacant land and may have a potential to be developed with access. VALUE CONCLUSIONS Appraisal Fee Simple Interest Appraised and Date of Value Conclusion Market Value, As Is, with Fee Simple Interest estimated value is $110,000 Dollars Dated 10/21/2020 The value conclusion(s) are subject to the following hypothetical conditions and extraordinary conditions. These conditions may affect the assignment results. Hypothetical Conditions: None. Extraordinary Assumptions: None. Respectfully submitted, Real Property Management 16.C.8.c Packet Pg. 1466 Attachment: Appraisal Report (14452 : Surrounding HHH Ranch) Naples Real Estate Market Trends Naples real estate market trends indicate a decrease of $5,000 (-2%) in median home sales and a 0% rise in median rent per month over the past year. The average price per square foot for this same period fell to $211, down from $213. Trulia has 4,035 resale and new homes for sale in Naples, FL, including open houses, and homes in the pre-foreclosure, auction, or bank-owned stages of the foreclosure process. The median sales price for homes in Naples for Mar 1 to May 29 was $325,000 based on 2,405 home sales. Average price per square foot for Naples was $211, a decrease of -1% compared to the same period last year. The median rent per month for apartments in Naples for May 4 to Jun 4 was $2,500. Graph Credits: Trulia.com 16.C.8.c Packet Pg. 1467 Attachment: Appraisal Report (14452 : Surrounding HHH Ranch) Naples Real Estate Market Forecasts 2019 & 2020 The median home value in Naples is $320,300 on Zillow.com. Naples home values have gone up 1.1% over the past year and Zillow predicts they will fall -1.4% within the next year. The median list price per square foot in Naples is $195, which is lower than the Naples-Immokalee-Marco Island Metro average of $204. The median price of homes currently listed in Naples is $406,990 while the median price of homes that sold is $317,500. The median rent price in Naples is $3,750, which is higher than the Naples-Immokalee-Marco Island Metro median of $3,700. Graph Credits: Zillow.com 16.C.8.c Packet Pg. 1468 Attachment: Appraisal Report (14452 : Surrounding HHH Ranch) 16.C.8.c Packet Pg. 1469 Attachment: Appraisal Report (14452 : Surrounding HHH Ranch) CLIENT, INTENDED USER, AND INTENDED USE The client and the intended user of the appraisal are Collier County Real Property Management & The BCC. The intended use is to assist Collier County in its determination of market value for the potential acquisition of the subject property for potential golf course development access. This appraisal is not intended for any other use or user. DEFINITION OF MARKET VALUE Market value definition used by agencies that regulate federally insured financial institutions in the United States is defined by The Dictionary of Real Estate Appraisal, 6th ed. (Chicago: Appraisal Institute, 2015) as: The most probable price that a property should bring in a competitive and open market under all condition’s requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: Buyer and seller are typically motivated; Both parties are well informed or well advised, and acting in what they consider their best interests; A reasonable time is allowed for exposure in the open market; Payment is made in terms of cash in United States dollars or in terms of financial arrangements comparable thereto; and The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale.” (Source: 12 C.F.R. Part 34.42(g); 55 Federal Register 34696, August 24, 1990, as amended at 57 Federal Register 12202, April 9, 1992; 59 Federal Register 29499, June 7, 1994) DEFINITION OF PROPERTY RIGHTS APPRAISED Fee simple estate is defined as an: “Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat.” (Source: The Dictionary of Real Estate Appraisal, 6th ed. (Chicago: Appraisal Institute, 2015) 16.C.8.c Packet Pg. 1470 Attachment: Appraisal Report (14452 : Surrounding HHH Ranch) Valuation Analyses: 1. Cost Approach: A cost approach was not applied as the subject tract is analyzed as vacant land. However, the Cost Approach is utilized to estimate the contributory depreciated value of the site improvements (if any) taken. 2. Sales Comparison Approach: A sales approach was applied as typically this is the most appropriate approach for the valuation of vacant land. This approach is applicable to the subject because there is an active market for similar properties and sufficient sales data is available for analysis. 3. Income Approach: An income approach was not applied as the subject is not likely to generate rental income as vacant land. Hypothetical Conditions: It is a hypothetical condition the proposed acquisition can occur, and no environmental conditions exist. . Extraordinary Assumptions: None. HIGHEST AND BEST USE Highest and best use may be defined as: The reasonably probable use of property that results in the highest value. The four criteria the highest and best use must meet are legal permissibility, physical possibility, financial feasibility, and maximum productivity. Physically possible for the land to accommodate the size and shape of the ideal improvement. Legally permissible under the zoning regulations, building codes, environmental regulations, and other restrictions that apply to the site. A property use that is either currently allowed or most probably allowable. Financially feasible to generate enough income to support the use. Maximally productive, or capable of producing the highest value from among the permissible, possible, and financially feasible uses. Highest and Best Use as Improved No improvements are situated on the site. Therefore, a highest and best analysis as improved is not applicable. Most Probable Buyer Consider the size, class, and location of the property, the most probable buyer is an owner-user or assemblage. 16.C.8.c Packet Pg. 1471 Attachment: Appraisal Report (14452 : Surrounding HHH Ranch) Vacant Land Market Data Subject Property asking price $129,000 vacant lot 10.0ac 1. Folio 00336160009 04/22/2019 $84,000 / $16,800ac 5.0ac Acreage Header 2. Folio 00340840001 04/24/2019 $150,000 / $30,000ac 5ac Acreage Header 3. Folio 00338560005 08/10/2020 $90,000 / $18,000ac 5ac Acreage Header . Adjustments for the above vacant land market data. Market Data Adjustments for the above comparable’s 1. 50% adjustment for 5ac size results in $8,400ac 2. 50% adjustment for 5ac size results in $15,000ac 3. 50% adjustment for 5ac size results in $9,000ac Considering all three of the closed sales, taking the average of the adjusted data acreage The result is $10,800ac rounded to $11,000per acre. The $11,000 per acre will be used as the base unit value for the subject property. Conclusion Analysis: The subject property is located in Belle Meade Market Area, adjacent to the recent acquisition of the HHH Ranch. The asking price for the subject property is $129,000 / $12,900ac, the appraised value for the subject property vacant lot is $110,000 /$11,000ac. 10ac(subject) x $11,000ac is $110,000 dollars. $110,000 for subject property 10/21/2020. 16.C.8.c Packet Pg. 1472 Attachment: Appraisal Report (14452 : Surrounding HHH Ranch) Location Map subject Comp 1 Comp 2 Comp 3 16.C.8.c Packet Pg. 1473 Attachment: Appraisal Report (14452 : Surrounding HHH Ranch) ADDENDA PAGE(S) 16.C.8.c Packet Pg. 1474 Attachment: Appraisal Report (14452 : Surrounding HHH Ranch) Appraiser’s Certification We certify that, to the best of our knowledge and belief: 1. The statements of fact contained in this report are true and correct 2. The reported analyses, opinions and conclusions are limited only by the reported assumptions and limiting conditions, and are our personal, unbiased professional analyses, opinions and conclusions. 3. We have no present or contemplated future interest in the property that is the subject of this report and have no personal interest or bias with respect to the parties involved. 4. We have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment. 5. Our engagement in this assignment was not contingent upon developing or reporting predetermined results. 6. My compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. 7. The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics & Standards of Professional Appraisal Practice of the Appraisal Institute. 8. The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice 9. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. 10. Dated 10/21/2020 APPRAISAL SCOPE According to the Uniform Standards of Professional Appraisal Practice, it is the appraiser’s responsibility to develop and report a scope of work that results in credible results that are appropriate for the appraisal problem and intended user(s). Therefore, the appraiser must identify and consider: ● the client and any other intended users; ● the intended use of the appraiser’s opinions and conclusions; ● the type and definition of value; ● the effective date of the appraiser’s opinions and conclusions; ● subject of the assignment and its relevant characteristics ● assignment conditions ● the expectations of parties who are regularly intended users for similar assignments; 16.C.8.c Packet Pg. 1475 Attachment: Appraisal Report (14452 : Surrounding HHH Ranch) CONSTRUCTION MANAGI•iM1' IN I AT RISK AGREEMENT COLLIER COUNTY, FLORIDA PROJECT NO: CMAR IFQ #20-7801 PROJECT NAME AND LOCATION: "SUN-N-FUN Water Pane Restoration and Renovation" CMAR — Construction Manager at Risk: 15000 Livingston Road, Naples, FL 34109 CONSTRUCTION MANAGER: DESIGN PROFESSIONAL: A2 Group, Inc. 17825 Murdock Circle, Ste B Port Charlotte, Florida 33948 Tel: (941) 4564430 Florida GCG: CGC045136 Water Technology, Inc. 100 ParlcAvenue Beaver Dam, WI 53916 Telephone Number: (920) 2104110 CMAR IFQ #ZO-7$O1 "Sun-N-Fun Water Paris Restoration and Renovation" ARTICLE TABU OF CONTENTS DESCRIPTION PAGE 1 THE CONSTRUCTION TEAM AND EXTENT OF AGREEMENT ................................ 5 1.1 The Construction Team........................................................................................................ 5 1.2 Extent of Agreement. ...,...•.....•.41661.141000.•1410004....00.0....6.404....6.146..61.04..9..96..004.440.6.0...01...0.4.....166 5 1.3 Definitions....................................................................•.......................•............................... 6 2 CONSTRUCTION MANAGER'S SERVICES................................................................... 7 2.0.0 P►•econstruction Se►•vices.............................................................................. 8 2.0.1 Generale.....,.. ......................................................................................... 8 2,0,2 Review of Contract Docutnents and Field Conditions .......................................... . 8 2.I Design Review And Recotnmendations............................................................................... 8 2.2 Construction Phase............................................................................................................... I I 3 OWNER'S RESPONSIBILITIES......................................................................................... 22 3.1 Owner's Information............................................................................................................. 22 3.2 Owner's Representative ........................................................................................................ 22 3.3 Design Professional's Agreement........................................................................................ 22 3.4 Site Survey And Reports...................................................................................................... 22 3.5 Approvals And Easements.................................................................................................... 22 3.6 Legal Se►•vices...................................................................................................................... 22 3.7 Drawings And Specifications............................................................................................... 22 3.8 Cost Of Surveys And Reports.............................................................................................. 22 3.9 Project Fault Defects............................................................................................................ 22 3.10 Fundin 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 Per►nits................................................................................................................... 23 4,2 Code Inspections.................................................................................................................. 23 5 SUBCONTRACTS............................................................................................................... 23 5.1 Definition23 5.2 Proposals............................................................................................................................... 23 5.3 Required SubcontractorsQualifications And Subcontract Conditions ................................ 23 5.3.1 Owner's Approval of Subcontractors ................................................................................... 23 5.3.2 Subcont►•actual Relations...................................................................................................... 24 irements........................ ....................................................................... 24 5.3.3 Subcontractual Requ 5.4 Responsibilities For Acts And Omissions............................................................................ 25 5.5 Subcontracts To Be Provided ............................................................................................... 25 5.6 Payments to Subcontracto►•s.......................................................................... 25 6. SCHEDULE, TIME OF COMMENCEMENT AND SUBSTANTIAL COMPLETION.... 25 6,1 Project Substantial Completion Date, Project Final Completion Date AndOwner Occupancy Date............................................................................................ease 25 6.2 Liquidated Damages............................................................................................................. 25 6.2.1 Date of Owner Occupancy................................................................................................... 26 CMAR IFQ #20-7801 "Sun-N-run Water Park Restoration and Renovation" CA(3 TABLE OF CONTENTS CONTINUED ARTICLE DESCRIPTION PAGE 7 GUARANTEED MAXIMUM PRICE FOR CONSTRUCTION ........................................ 26 7.1 Guaranteed Maximum Price (GMP) Proposal... I a 4 4 b a 0 a 6 6 a a 1 4 1 0 4 4 a 0 a 0 8 6 1 0 a R a 9 4 a I I a a a a & a a 6 1 a I I a a 1 9 1 9 a 4 1 4 0 1 a 1 6 a 0 a a a 0 26 7,2 GMP Taxes............................................................................................ 6 a a a 6 6 & 4 1 4 9 1 a 1 4 1 0 8 a a a 6 4 0 a a W I a 4 0 26 7.3 Adjustments In Contingency Contained Within GMP, a 4 a 6 a A 4 a a t 6 a 4 4 4 0 1 a a a 6 0 1 a a & a 6 a a 6 1 4 0 0 a a a a a a a a 1 6 6 a a a a I I & I & 6 26 7A Use Of Contingency Contained Within GMP. 4 6 6 a a 1 4 9 4 1 6 a 4 4 a 1 4 4 a 6 1 0 6 1 a a 0 6 1 4 6 a a 0 8 4 0 1 6 a a a 0 0 26 7.5. Allowance",..... hattoo6o 6466tgol 0446244 27 7,6 GMP..................................................................................................... 9 0 0 0 4 0 a a 1 0 a a a a a 0 a I I 1 4 1 0 1 a 4 4 4 8 4 0 27 7.7 General Conditions............................................................................................................... 27 8. CONSTRUCTION MANAGER'S FEE............................................................................... 27 861 Fee.........................................................................................................a 4 a 0 8 a I V 6 4 a 4 0 4 a a 6 a a a a a I & a 4 1 a a 6 a 27 8.161 Preconstruction Phase Fee.................................................................................................... 27 841.2 Construction Phase Fee........................................................................0 28 9. COST OF THE PROJECT ................................................................................................... 29 9.1 Definition.............................................................................................................................. 29 9.2 Direct Cost Items.................................................................................................................. 29 10 CHANGE IN THE PROJECT.............................................................................................. 31 10.1 Change Orders. ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,1 a 4 0 0 1 1 8 1 a 5 a 9 1 0 1 a I I a 4 a 6 4 N 6 a a a 0 a a 31 10.1,1 Change Order Definition...................................................................................................... 31 10.1.2 Acceptable Ways Of Determining Increases Or Decrease InThe GMP On Change Orders............................................................ a 1 4 a 0 0 V a a a 4 4 4 a I a a a a a 0 a 4 4 0 4 & 9 1 1 0 31 10,13 Itemized Accounting On Change O►de►s.............................................................................. 31 10.1 A Adjustments In Unit Prices & GMP Due To Inequitable Quantity Changes ....................... 32 10.1.5 Concealed Conditions........................................................................................................... 32 1042 Claims For Additional Cost Or Time................................................................................... 32 103 Minor Changes In The Project,,.,.... . I 1 9 4 a a 14 6 4 a 4 a a 0 a 4 4 a 4 a 4 6 0 0 a I a 0 0 a a a I & I a 0 5 a I a 4 a 0 a 4 a 1 6 0 a a 6 4 a 1 9 a 0 a a 5 4 a 0 a 4 6 4 a a 0 a 0 6 4 4 0 6 0 a 6 32 10.4 Emergencies.......................................................................................... 33 I1 DISCOUNTS AND PENALTIES........................................................................................ 33 11. Discounts And Penalties....................................................................................................... 33 12 PAYMENTS TO THE CONSTRUCTION MANAGER ..................................................... 33 12.1 Monthly Payments for Payment........................................................................................... 33 12.2 Final Payment.......................................................................................0 34 12,3 Payments To Subcontractors................................................................. 35 12.4 Delayed Payments By Owner. .............................................................................................. 35 12,5 Payments For Materials And Equipment.............................................................................. 35 12.6 Withholding Payments To Subcontractors ............................................ 35 13 INSURANCE, INDEMNITY AND WAIVER OF SUBROGATION ................................ 36 13,1 Indemnity............................................................................................................................. 36 112 Construction Manager's Insurance....,........... agate 10609 001toor*1 1141668 be 06040468 04 goatee 36 133 Waiver Of Subrogation........................................................................................................ 39 14. TERMINATION OF THE AGREEMENT AND OWNER'S RIGHT TO PERFORM CONSTRUCTION MANAGER'S OBLIGATION............................................................. 39 .r3 CMAR II�'Q t#20-7801 "Sun-N-tun Water Parlc Restoration and Renovation" CAt) 14.1 Termination By The Construction Manage►..............................................•...•••..•.••••••••••••••• 39 14,2 Owner's Right To Perform Construction Manager's Obligations And Termination ByOwner For Cause............................................................................................................0 40 143 Termination By Owner Without Cause................................................................................... 40 15 ASSIGNMENT AND GOVERNING LAW.......................................................................... 41 15.1 Assignment Consent........•.•.....•,.......•....•.•...........•.................................................................. 41 15.2 Governing Laws...............................•,....................••.................•............•..,....,...,..,................. 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......................................eta ••.....•......•...........•.................•................•........,.....,........,....... 42 16.4 Remedyfor Delay.42 142 6.5 Waiver of Consequential Damages......................................................................................... 17 MISCELLANEOUS............................................................................................................... 42 17.1 Harmony .... ....................................................................................................................•....•.... 42 17.2 Applications for Payment.....,state • ties .......•..........••.................................................................... 42 173 Construction Manager's Project Records..........................................................sets.,....,...,....... 43 17AMinority Participation....................................................................................................•...•.•.. 43 17.5 Construction Manager's Payment Rights................................................................................ 43 17.6 Public Entity Crime Information Statement............................................................................ 43 ...............•.•...,................,.,..,.....,......................,..........................,.,......... 43 17.7 Unauthorized Aliens 17.8 Electronic Mail Capabilities, , 4 a 0 4 . 4 b * 4 0 9 0 6 * 0 4 4 1 6 6 a # a I I 1 0 a o 1 4 a a 0 4 4 a a I a a a a A 4 1 k 0 * a a a 1 4 14 a a I t a 0 a a 4 4 0 44 17.9 Captions and Section Headings...........•....................•..,.....•••.............................,.,...,,.............. 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... 009909 4fald a site*$ 664668614 Ott a a tell I I o1*120 45 17.15.1 Copyright and Proprietary...................................................................0 45 17.15.2 Termination -Documents ...... 1 4 1 ,................,...,...,. 45 17.15.3 Nonexclusive License...................................................................................... 46 EXHIBITS A-1 Scope of Services —Preconstruction 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. 1- GMP Proposal Construction Services Phase F Construction Manager's Personnel To Be Assigned During Pre -construction Phase G Construction Manager's Per Diem Staff for Time Extension Per 8.1.2 (1)(b) H Payment and Performance Bond Form I Release and Affidavit J Form of Contract Application for Payment K Consent of Surety L Change Order M Construction Manager's Request For Final Payment Checklist Form tu' CMAR IFQ #20-?801 "Sun-N-P'un Water Parlc Restoration and Renovation" CrtO CONSTRUCTION MANAGEMENT AT RISK AGREEMENT THIS AGREEMENT made this day of in the year 20 , by and between the BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, a political subdivision of the State of Floida (the. and A2 Group, Inc., authori rzed to do business in the State of Florida (CGC: #CGC 045136), whose business address is 17825 Murdock Circle, Ste B, Port Charlotte, Florida 33948 (the "CONSTRUCTION MANAGER" or "CONTRACTOR"). ARTICLE 1 THE CONSTRUCTION TEAM AND EXTENT OF AGREEMENT The Construction Managet• 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 construction completion and shall be available thereafter should additional services be required. The Design Professional will provide leadership during the Pre -construction Phase with support from the Construction Manager and the Construction Manager shall provide leadership to the Construction Team on all* matters relating to construction. The speciftc t•ept•esentatives of the Construction Teatn at•e shown in Exhibit "A-3," attached. 1.2 Extent of Agreement -This Agreemen for Project/Agreement No. CMAR IFQ #204801 for "SUN-N-FUN Water Pat k Restot ation and Renovation" CMAR —Construction Managet at Risk" located at 15000 Livingston Road, Naples, FL 34109, 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 Representatives 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 (1) 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: s CMAR IFQ #20-7801 "Sun-N-Fun Water Park Restoration and Renovation" CAU 1.3 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. CMAR IFQ #20-7801 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. Definitions: Allowances- The term "Allowance" shall mean a line item in the budget identified in the schedule of values that has not been fully designed but desired in the Project and included in the GMP. The Construction Manager shall seek the Owner's approval when the item is ready to be included in the construction. The allowance will be part of the GMP and subject to the Construction Manager's fee. Unused allowance shall be reallocated to the Owner's Contingency after the item has been completed and reduced in the final calculation for the Construction Manager's fee. Design Professional —Water Technology, Inc., 100 Pat•k Ave., Beaver Datn, WI 53916 / Telephone Number: (920) 210-1 110. 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 — A2 Group, Inc., 17825 Murdock Circle, Ste B, Port Charlotte, Florida 33948, / Telephone Number: (941) 456-7430. 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 Contingency- Owner's Contingency shall be an amount, determined by the Owner, which will be available to the Owner• to pay for Project costs which are expt•essly chargeable to the Owner or determined to be the Owner's responsibility. This contingency shall not be included in the calculation for the Construction Manager's fee. If the Owner uses this Owner Contingency to add scope to the Work of the Construction Manager, the Construction Manager's fee, insurance, bonds and any applicable added General Conditions will be included CMAR IFQ #20-7801 "Sun-N-Fun Water Park Restoration and Renovation" C 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. reconstruct on Phase Fee; Tl1e sum to be paid for providing all Preconsttuction Phase services, as set forth in this Agreement. Permng 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 CMAR IFQ #204801 CMAR — Construction Manager at Risk" located at the project site 15000 Livingston Road, Naples, FL 34104, necessary to build the component parts of the Project. Project Manager -The person or persons) designated by the Ownet• 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 property 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. The Project Managet• will be t•esponsible for the following tasks as related to the Project: 1. Examine reports, sketches, drawings, estimates, proposals, and other documents presented by the Construction Manager, for the purpose of issuance of those approvals necessary to support preparation and submission of invoices by the Construction Manager. 2. Provide instructions, receipt of information, interpretation and definition of 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 confirmation of all documents and payment requests. Pt•oject Schedule The Project Schedule as used in this Agreement shall mean the time prepared by the Constt•uetion Manager and approved by the Project Manager for accomplishing the Project. The Project Schedule shall include all major sequences of the preconstruction and construction work, material supplies, long -lead procurement, Design Consultant's approval of shop drawings, schedules for Change Orders and performance testing requirements. Substantial Completion - The point in the progress of the Work when the Project ot• 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, 7 CMAR IFQ 4J20-7801 "Sun-N-Fun Water Park Restoration and Renovation" CAO ARTICLE 2 CONSTRUCTION MANAGER'S SERVICES The services, which the Construction Manager shall provide include, but are not limited to, chose described or specified herein. The services described or specified shall not be deemed to constitute a comprehensive specirication having the effect of excluding services not specifically mentioned. 2.0.0 Preconstruction Services -The Canshuction Manager agrees to diligently provide all Preconstruction services for the Project and to .perform the required services in the manner described in Exhibit A- I, Scope of Services - Preconstruction Phases, attached hereto and incorporated herein. This Agreement shall commence i►nmediately upon the execution aF 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 difTerently 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 report on the progress of the Project to the Owner as provided herein. 2.Q.2 Review of Contract Documents and field Conditions (t) By execution of this Agreement, the Construction Manager represents that it has visited the site, become generally familiar with local conditions under which the Wark is to be performed and correlated personal observations with requirements of the Contract Documents. (2) Because the Contract Documents are complementary, the ConsU•uctiori Manager shall, before stoning each portion of the Wark, 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 stall promptly report to the Design Professional any nonconformity discovered by the Construction Manager. >j CAiAR II�Q #20.7801 "Sun-N-Fun Wnier Pru•Ic licslorntion ;Intl Kcnuvsrtion" i 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 snake 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 Reports and Warranty - Within 4S 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 (S). Promptly after completion of the review, he shall submit to Owner's Representative, with copies to the Design Professional, a written report covering suggestions or recommendations previously submitted, additional suggestions or recommendations as he may deem appropriate, and all actions taken by the Design Professional with respect to same, any comments he 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 WARRANT THAT 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 7 CMAR IFQ #20-7801 "Sun-N-Fun Water• Park Restoration and Renovation" CAO 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 infor►nation 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 snake 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 areauthorized by the Owner. To the extent the Owneris 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) Interfacing (a) The Construction Manager• shall take such measures as are appt•opriate to pt•ovide 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 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 t•eports required tinder 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 co►nputet•s, and any other equipment necessary to carry on the project. The method of acquiring such job -site 10 CMAR IFQ #20-7801 "Sun-N-Fun Water Park Restoration and Renovation" 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 a►eas 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 Construction 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 that will or may affect costs and tune 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. ►i CMAR IrQ #20-7801 "Sun-N-Fun Water Park Restoration and Renovation" CAt) (b) Within 30 days after receiving Notice to Proceed for Preeonstruction Phase, the Construction Manager shall submit a written "Construction Market Analysis and Prospective Bidders Report" 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 n 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 PHASG (I) Construction Manager's 5tttti -Thc 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 Managel . 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) ,[,roes of Authority -The Gonsiruction 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) Schedtile attd Praicot Manual Provisions The Construction Manager shall provide subcontractors and the Owner, rls representatives and the Design Professional, tivith 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 shall advise the Owner, its representatives and the Design Professional of their required participation in any meeting or inspection giving each at least one week notice unless such notice is trade impossible by conditions beyond its control, Construction Manager shall hold job -site meetings at least once each month with tite Construction Team and at least once each week with the subcontractors and the Design Professional's 12 C119AR II�Q 11211-7t3o1 "sun-N-Iron 1\pater I'arlc Itcshiraiion and licnuvation" l'eR Field Representative, or more frequently as required by work progress, to review progress, discuss problems and their solutions and coordinate future work with all subcontractors. (4) Solicitation of Bids (a) Construction Manager shall prepare invitations for bids, or requests for 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 1. 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. 2. Contracts exceeding $15,000 but not exceeding $50,000 may be entered into by the Construction Manager with the firm who is qualified and submits the lowest 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, 3. Contracts exceeding $50,000 but not exceeding $200,000 maybe 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. 4. Contracts exceeding $200,000 shall be treated the same as described under 3 above, except that the advertisement shall run for at least thit•ty (30) days prior to the established bid opening and at least 5 days prior to any scheduled pre -bid conference. 13 CMAR 1FQ #20-7801 "Sun-N-Fun Water Park Restoration and Renovation" CAO 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. 5. Site utilities may be acquired at market rates from the entity(ies) providing such in the service area. 6. Bidding shall not be required for change order work with subcontractors that the Construction Manager is already under subcontract. 7. Construction Manager hereby discloses that it has a relationship to the following entities: N/A. Owner acknowledges that these entities are not disqualified from the subcontractor bidding process or fi•om being awarded a subcontract solely because of this relationship. (b) As pat•t 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 sepat•ate construction subcontract, the Construction Manager• shall, unless waived by Owner, conduct a pre -bid conference with prospective bidders, the Design Professional and Owner's Representative. In the event questions are raised which require an interpretation of the bidding documents or otherwise indicate a need for clarification or correction of the invitation 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. The Design Professional and the Owner's Representative shall be invited to all such meetings. At the pre -award meeting, the Construction Manager and prospective subcontractor shall review all aspects of the scope of the work to assess the capability of the subcontractor to fulfill the needs of the Project including the subcontractor qualification information required pursuant to Article 5.3.2. Subjects covered may include schedule, manufacturers used in bidding the work, manpower, supervisory personnel, value engineering suggestions, etc. Within forty-eight (48) hours of the pre -award conference, the Construction Manager shall decide whether to accept or reject the lowest responsive bidder and to enter into the same process with the next lowest bidder. The Construction Manager shall make sure that the Design Professional and the Owner are in agreement with the Construction Manager when choosing not to accept the lowest bidder due to his professional opinion that the low bidder will not be able to meet the quality desired, schedule, or other factors identified by the i[ CMAR IFQ #20-7801 "Sun-N-I+un Water Park Restoration and Renovation" 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 255.055 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 "I." 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. 2. 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 States Code. 3. 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 sut•pltts and capital required by the Florida Insurance Code at the time the invitation to bid is issued. 5. If the Agreement Awat•d 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 $ 5001000 TO 1,000,000 $1,000,000 TO 2,500,000 A CLASS IV ety Company shall not expose 15 CMAR 1FQ #20-7801 "Sun-N-Fun Water Park Restoration and Renovation" �� (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 Managershall 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 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) Subcontr•actot• Inter•facin>; -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. 16 CMAR 1FQ #20-7801 "Sun-N-Fun Water Park Restoration and Renovation" CE#O (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 GVila tt'ucti0n Manager shall provide for each of the following activities as a part of the General Conditions: Maintain a log of daily activities, including rnanpowet• 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 pt•oject 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 suppot•t the constt•uction effot•ts, which are consumed by its own forces. (b) The Construction Manager shall provide personnel and equipment or shall arrange for• separate subcontracts to provide each of the following as a direct cost item: 1. Schedule the services of independent testing laboratories and provide the necessary testing of materials to ensure conformance to contract requirements. 2. The printing and distribution of all requited bidding documents and shop drawings, including the sets t•equit•ed by any Pet•mitting Authority. (10) Job Site Administration The Construction Manager shall provide as pail of its General Conditions costs, job site administt•ative functions during constt•uction to assure pt•oper documentation, including but not limited to such things as the following: (a) Job Meetint7s -Hold weekly progress and coordination meetings to provide for an easy flowing project. Implement pt•ocedur•es and assut•e timely submittals, expedite processing approvals and return of shop drawings, samples, etc. Coordinate and 17 CMAR 1FQ #20-7801 "Smt-N-Fun Water Park Restoration and Renovation" CAO 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 wo►k and enforcing schedules and for establishing procedures, responsibilities, and identification of authority for all to clearly understand. Identify patty 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) Sho�Drawi� 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 Eauip►nent Expediting -Provide staff to closely ►nonitor material and equipment deliveries, critically important checking and follow-up procedures on supplier commitments of all subcontractors. (d) Pavments to subcontractors -Develop and implement a procedure for review, processing, and payment of applications by subcontractors for progress and final payments. (e) Document Interpretation -Refer all questions for interpretation of the documents prepared by the Design Professional to the Design Professional. (f) Reports and Protect Site Documents - Record the progress of the project. Submit written progress reports to the Owner and the Design Professional including I nformation 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 cotpletion. (h) Substantial Completion — Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. Within 10 calendar days after the Construction Manager declares the Project to have reached a stage of Substantial Completion, (A) the Design Professional shall inspect the work and if he concurs with the Construction Manager issue a Certificate of Substantial Completion attesting thereto (See Exhibit C); and (B) the Construction Manager, Design Professional, and the Owner's representative shall walk through the Project and prepare one (1) written list (D CMAR IFQ #20-7801 "Sun-N-Fun Water Park Restoration and Renovation" CA t) (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 ►•etainage, less the Punch List Holdback, in its next Payment Application. Warranties required by the Contract Documents shall commence on the date the Construction Manger receives both the Design Professional Certificate of Substantial Completion and the Owner's representative Punch List, The Owner and Design Professional punchlist shall be provided in a timely manner so as not to delay the Construction Manager from achieving Substantial Completion. (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" (j) Start-U -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. The Construction Manager shall also record all drawing revisions that have been authorized by change order that effect wall or partition locations, door and window locations and other template changes. 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 insta tl�e subcontractors that performed the work. Where the work was lled 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 ace 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 part 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 (11) 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 i[] CMAR IrQ #20-'I801 "Sun-N-tun Water Parlc Restoration and Renovation" CA(} as, but not limited to the following: - 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 Test 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 tithes to the Owner and Design Pt•ofessional 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 wot•k to be done with Owner occupancy requirements in mind. Construction Manager• shall catalog operational and maintenance requirements of 20 CMAR IrQ #20-7801 °Sun-N-tun Water• Parlc Restoration and Renovation" CA O 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, fot building operators. Construction Manager shall secure requited guarantees and warranties, assemble and deliver same to the Owner in a manner that will facilitate their maximum enforcement and assure their meaningful implementation. Construction Manager shall continuously review "As -Built" Drawings and mark up progress pints to provide as much accuracy as possible. The Owner will not occupy or take control of the Project until the above items discussed in this paragraph have been completed and the "Substantial Completion," "Start -Up," "Record Drawing," and "Warranty" requirements have been completed to the Owner's satisfaction excluding the requirements for a warranty inspection nine months after Owner Occupancy, All documents referenced and needed for successful operation, extended warranties, and future maintenance will be submitted by the Construction Manager in both electronic and paper format prior to Owner Occupancy in each phase completed. (13) Warranty -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 (1) 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 OI• ALL OTHER WARRANTIES EXPRESSED OR IMPLIED. Except as set forth herein, no other warranties are expressed or implied by Construction Manager. This Warranty is conditioned upon Final Payment to Construction Manager. The Construction Manager assigns to Owner all manufacturers' warranties, if any, for appliances and equipment. All subcontractors' warranties for all work performed by subcontractors will name the Owner, or upon written request of the Owner, shall be assigned by Construction Manager to the Owner, reserving rights of recovery by Construction Manager for any amounts incurred or damages suffered by Construction Manager as a result of subcontractors warranty(ies) 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 21 CMAR Ii•Q #20-7801 `°Sun-N-r'un Water Parlc Restoration and Renovation" cats 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 pouts 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 Sav"as and Direct Purchase Pro>;ram- Construction Manager shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. No markup shall be applied to sales tax. Construction Manager shall comply with and fully implement the sales tax savings program with respect to the Work, as set forth in section (a) below. (a) Notwithstanding anything herein to the contrary, because Owner is exempt from sales tax and may wish to generate sales tax savings for the Project, Owner reserves the right to make direct purchases of various construction materials and equipment included in the Work ("Direct Purchase"). 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 same extent as all other warranties provided by Construction Manager pursuant to the terms of the Contract Documents. In the event Owner makes a demand against Construction Manager with respect to any Direct Purchase and Construction Manager wishes to make claim against the manufacturer or supplier of such Direct Purchase, upon request from Construction Manager Owner shall assign to Construction Manager any and all warranties and Contract rights Owner may have from any manufacturer or supplier of any such Direct Purchase by Owner. (b) Construction Manager represents and warrants that it is aware of its statutory responsibilities for sales tax under Chapter 212, Florida Statutes, and for its responsibilities for Federal excise taxes. 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 at•e the lawful ►•esponsibility of the Owner•. 22 CMAR IFQ #20-7801 "Sun-N-Fun Water Park Restoration find Renovation" C�tc) (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 part 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. (f) 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. (11) Owner's Representative will review the list provided by Construction Manager and inform Construction Manager of the acceptability of individual iteins 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. (1) 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 23 CMAR TrQ #20-7801 "Sun-N-Fun Water Park Restoration and Renovation" CA.O 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 of defective materials or damage during the course of construction. (n) The Owner shall obtain such insurance as the Owner deetns 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 Ail cle 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, ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 Owner's Information -The Owner• shall provide full and accurate information regarding its requirements for the Project. 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 authot•ity 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. 14 CMAR IFQ #20-780i "Sun-N-Fun Water Park Restoration and Renovation" CAi3 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 -The 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 & Repot•ts -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. 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 Fundin -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. The Owner's performance and obligation to pay under this agreement is contingent upon an appropriation of finds by the Collier County Board of County Commissioners. This is not a commitment of future budgetary funding. Authorization for continuation and completion of work and any associated payments for continuation or completion may be rescinded, with proper notice, at the discretion of the Owner if there is a reduction or elimination of future funding for this project. In this event, a § 14.3 "Termination by Owner Without Cause" shall be deemed to have occurred. The Construction Manager shall not commence any work, unless authorized in writing by the Owner. 3.11 Lines of Communication The Owner• and Design Professional shall communicate with the subcontractors or suppliers only through the Construction Manager while such method of communication is effective in maintaining project schedules and quality. 3.12 Lines of Authority -The Owner shall establish and maintain lines of authority for 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 25 CMAR IrQ 4420-7801 "Sun-N-Fun Water Park Restoration and Renovation" C�l� 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 subcon ,n or, 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 conti?liancc inslctiol7s 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 require(1 by the Permitting Authority, that the work is ready far inspection and before the work is covered up. Work not inspected and approved prior to cover-up shalt 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 far conformance with the applicable building codes, compliance with drawings and specifications, and quality. Cast far all re -inspections of work found defective and subsequently repaired shall be borne by the Construction Manager, ARTICLE S SUBCdNTRACTS 5.1 Definition. - A subconh'actor is a person or a•ganization who has a direct conh•act with the Construction Manager to perform any of the work at the site. Nothing contained in the Contract Documents shall create any contractual relationship between the Owner or Design Professional and any subcontractor. 5.2 Proposals. - Subject to Article 9 and, in accordance with Article 2.4(4), the Construction Manager shall request anti receive proposals from subcontractors and suppliers and will tnvard 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 Apyroval of Subcontractors. —Unless otherwise slated 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 subcontractors' names to disapprove Oct subcontractor. Construction Manager shall not contract with any subcontractor to whom Owner has disapproved. if Owner fails to disapprove within tite time period stated herein, the subcontractor shall be deemed approved by the Owner. 26 CiV1AR 1rQ 112O-7801 "Sun•N-tun ti1'ater Pnrlc Rrslur;�liun ;ind Rcna�;itiun" I:.Ir 53.2 Sub -contractual Relations - By an appropriate written agreement, the Construction Manager shall require each subcontractor to the extent of the work to be performed by the subcontractor, to be bound to the Construction Manager by the terms of the Contract Documents, and to assume toward the Construction Manager all the obligations and responsibilities that the Construction Manager, by these Documents, assumes toward the Owner and the Design Professional. Said agreements shall preserve and protect the rights of the Owner and Design Professional under the Contract Documents with respect to the Work to be performed by the subcontractor so that the subcontracting thereof will not prejudice such rights. Where appropriate, the Construction Manager shall require each subcontractor to enter into similar agreements with its sub -subcontractor. The Construction Manage►• 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 tots sub - subcontractors. 5.3.3 Subcontract Requirements (1) On all subcontracts where the bid exceeds $100,000, the Construction Manager shall require Subcontractors to provide a 100% performance bond and a 100% labor and material payment bond from a surety company authorized to do business in the State of Florida by the Department of Insurance. If the Construction Manager wishes to award subcontracts to subcontractors unable to supply this bonding, 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 applied to all Subcontract values to cover the cost of Subcontractor Bonds, or at the option of the Const►uction Manager, the use of Subcontractor Default Insurance (SDI) acceptable to the Owner. 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 Warned 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) 27 CMAR IrQ #20-780] "Sun-N-Fu►> Water Pai•tc Restoration and Renovation" CA 0 capacity of substantially equivalent level on a similar project for at least two years within the last five years. The subcontractor shall include a resume of experience for each employee identified by him to supervise and schedule its work. (5) All subcontracts shall provide; a. LIMITATION OF REMEDY - NO DAMAGES FOR DELAY That the subcontractor's exclusive remedy for delays in the performance of the contract caused by events beyond its control, including delays claimed to be used 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. c. 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 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 m CMAR IFQ 4420-7801 "Sun-N-Fun Water Park Restoration and Renovation" tCA O 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 Da►napes. 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 Owneris delayed, Owner will suffer 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 run 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 co► inence on the Date of Owner Occupancy of the Project. ARTICLE 7 GUARANTEED MAXIMUM PRICE FOR CONSTRUCTION 7.l 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, fo►• the construction cost of the project or designated part thereof. Such Guaranteed Maximum Price will be subject to modification for changes in the project as provided in Article 10. However, the actual price paid for the work by the Owner shall be the actual cost of all work subcontracts, supply contracts, direct labor costs, direct supervision costs using the Standard Staff Rates established and agreed upon in Exhibit H, 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 The GMP will only include those taxes in the cost of the Project, which are legally enacted at the time the GMP is established and ace the lawful ►•espo►tsibility 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 CMAR IFQ #20-7801 "Sun-lY-Fun Water Park Restoration and Renovation" C�i C3 release of funds by the Owner. The Design Professional shall verify tile acutal costs. The 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-I" )e 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 belotiv 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 sum 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 and handling at the site, labor, installation costs, and other expenses contemplated for stated allowance a►nounts 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 in accordance with the Collier County Procurement Ordinance and the County's Purchasing Policy. 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. 15 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 Ior construction including approved Change Orders. 7.b 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 anletxled 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 Identity 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, 3U C1�tAR 1[�Q ll2ll-78t11 "sun-N-I�un �Y,tter I'nrh Restoratfan and Renovation" 111 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. ARTYCL,E 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 Exhibit A4 and for profit and overhead related to these services, a total "fixed" fee of Fifty Thousand Six Hundred Seventeen Dollars and Forty -Two Cents ($50,617.42). 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. The Construction Manager's personnel to be assigned during this phase and their duties and responsibilities to this project and the duration oftheir 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 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. ( l) Construction Manager'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. 31 CMAR IFQ #2i}-7841 "Sun-N-Fun Water Park Restoration and Renovation" � C.�' (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, H and I. (b) General operating expenses t•elated to this project of the Construction Manager's principal and branch offices. (c) The costs of all data pt•ocessing staff. (d) Salaries ot• 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) Gene►•al operating expenses incut•t•ed 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. ARTICLI; 9 COST OB• TIi)C PROJECT 9.1 Definition -The term Cost of the Project shall mean costs necessarily incur•t•ed 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. I to this Agreement, a sample of which is attached as Exhibit "E-Iall 32 CMAR IFQ #20-7801 "Sun-N-Fun Water Park Restoration end Renovation" CAC) 9.2 Direct Cost ltetns 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) Oil dtre to subcontractors from the Construction Manager of 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 ite►ns 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- cont►•actor 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 pr ject. This includes any subcontractorbonds or SDI as provided in Section 5.3.3(1). ('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, CMAR IFQ #20-780.1 "Sun-N-Fun Water Partc Restorsrtion and Renovation" CA O (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. (11) Cost incurred due to an emergency affecting the safety of pe►sons 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 pet•formance 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 qualifted, will perfot•m 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. (l6) Costs of all t•eprodttctions used for bidding or information 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 34 CMAR IrQ #20-7801 "Sun-N-run Water Perk Restoration and Renovation" t'A (� 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. (n) Owner's Contin>;ency- 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 the 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 THI'; 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 Agt•eetnent, authorizing a Change in the Pt•oject, the Construction Manage►•'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: 35 CMAR IFQ #20-7801 "Sun-N-Fun Water Parlt Restoration and Renovation" �,`#�} (I) 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 ur 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 tile Work involved. The cost of such Work shall then be determined on the basis of the rensonable 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 farm as the Owner may prescribe, an itemized accounting together with appropriate supporting data of the increase in the Cost of thr e PI as outihted 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 1f unit prices are stated in lire 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. pi pices 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 Lite ground or should concealed or unknown conditions in an existing structure be at variance Willi the conditions indicated by the Drawings, Specifications, or Owner furnished information or should unknown physical conditions below tite surface of the ground or should concealed or unknown conditions in an existing structure of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, be encountered, the guaranteed Maximum Price and the Construction Completion date may be equitably adjusted by Change Order upon a request for Change Order in accordance with Article 10.2. IA.2 Clattns For Additions) Cost Or I'imc All claims for additional cost or time shall be made by request for a change order submitted as provided in A►•ticle I G. if the Construction Manager is delayed at any time in the commencement or progress of the Work Uy: (t) an act nr neglect of the Owner• or the Design Professional, or of an employee of either, or of a Separate Contractor under either of their controls or (2) by changes ordered in the Work; or (3) by labor disputes, labor shortages, market wide commodity shortages (including, 36 CTIAR Ii�Q IIlU-7K01 "Sun-N-Pun 14'ster P;u•Ic Restnrsslion mu1 Ronuvsstitus'' rlf 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 Time 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 crcal 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 Chai��s 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 Project Manual and displayed monthly in the Project Management Information Software. Changes shall be approved by Owner's Representative and Design Professional. 10.4 Emer eg ncies 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 Ownet. 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 -The Construction Manager shall submit to the Owner an Application for Payment (Exhibit "IC"), accompanied by a schedule of values, along with the cost of any requited 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 37 CMAR IrQ #20-780I "Sun-N-run Water Pat•Ic Restoration and Renovation" Article 9, which could include but not be limited to schedules of values from 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 (Le., authorizing payment by Construction Manager one month in at•rears). (See Consent of Surety attached as Exhibit "L.") Owner shall retain ten percent (] 0%) of the gross amount of each monthly payment ►equest 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 form 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 supplier has been paid in full through the previous month's payment. The Owner shall not be ►equired 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 filed or reasonable evidence indicating probable filing of such claims; (c) failure of Contractor to make 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, 016 (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 CMAR IFQ #20-7801 "Sun-N-Fun Water Parlc Restoration and Renovation" 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, materialmen, and subcontractors as defined in Section 713.01, Florida Statutes, that they have no claims or demands against the Owner for the work under the contract. Said statements shall identify the Project by name and Project number. Construction Manager must also provide Owner's Representative with a 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 "L") 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." 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: 39 CMAR II?'Q #20-�801 "Sun-N-run Water Parlc Restoration and Renovation" (i) Receipt of Construction Manager's rinal Application for Payment. (2) The Release and Affidavit in the form attached as Exhibit "D," (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. O�+mer 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 loss a retainage of ten percent (10%) until after the project is iifly percent (50%) complete, payment has been issued, and based on Construction Manager's evaluation of the subcontractor's acceptable performance, the Owner may approve a reduction in retainage for payments thereafter. If there should remain items to be completed, the Construction Manager and Design Professional shall list those items required for completion and the Construction Manager shall require the retainage of a sum equal to 200% of the estimated cost of completing any unfinished items, provided that said unfinished items are listed separately and the estimated cost of completing any unfinished items likewise listed separately. Thereafter, the Construction Manager shall pay to the subcontractors, monthly, the amount retained for each incomplete item after each of said items is completed. Before issuance of final payment without any retainage, the subcontractor shall submit satisfactory evidence that all payrolls, material bills and other indebtedness connected with the Project have been paid or otherwise satisfied, warranty information is complete, cis built markups have been submitted and instruction for the Owner's operating and maintenance personnel is complete. 12A Delayed Pay►nents 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 wort: 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 i'lorida law, Construction Manage►• shall nat 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, 40 (;n'lAR IrQ tl20-7801 "Sun-N-I�un 1lhitcr I'nrlc Restnratinn :utd Renov;rtiou" f_�1f ARTICLE I3 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 Owner, 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 Owner and any other indemnified party. If applicable, the duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Construction Manager, Owner and any indemnified party. Construction Manager's obligation to indemnify and defend under this Article 13 will only survive four (4) years after completion or termination or the applicable statute of limitations (whichever is longer) for occurrences which pre -date completion or termination. The parties agree and acknowledge that all of the indemnification obligations throughout the Contract Documents and this paragraph are intended to comply with Florida law on indemnity, and to be interpreted in such a way as to be enforceable to the full extent allowed by Florida law. If any word or clause in this section or any indemnification obligation throughout the Contract Documents is/are determined not to be in compliance with Florida law, including any amendments thereto, the remaining words and clauses in this paragraph shall remain in full force and effect, and words and clauses shall be automatically added or edited to cause compliance and to be valid, legal, and enforceable, which is the intent of the parties. The indemnity obligations of Construction Manager shall never extend to the liability of the Architect, Architect's consultants, or any of their members, partners, employees, agents, consultants, subcontractors arising out of: (A) The preparation or approval of, or the failure to prepare or approve maps,. Drawings, Specifications, opinions, reports, surveys, designs, Change Orders; or (B) Giving directions or instructions, or failing to give them, if that is a cause of an injury or damage. 13.2 Construction Manager's Insurance (1) During the term of.this Agreement the Construction Manager shall provide, pay for, and maintain, with companies satisfactory to the Owner, the types of insurance described herein. All insurance shall be from responsible companies duly authorized to do business in the State of Florida and/or responsible risk retention group insurance companies registered with the State of Florida. Promptly after written Notice of Award is issued by the Owner, the insurance coverage and limits required must be evidenced by properly executed Certificates of Insurance on an 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 OM CMAR IFQ #20-?80I "Sw�-N-Fun Water Paric Restoration and Renovation" Ci (? 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. (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 alI 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 nameis 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 primat•y 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 Me 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, "Insw•ance 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 42 CMAR IFQ #20-7801 "Sun-N-Fun Water Park Restoration and Renovation" C�t (3 the Preconstruction Phase. The Construction Phase of this project will require additional Insurance Requirements and will be set forth in the GMP Amendment. 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 1000 000 each accident. 2. Commercial General Bodily Injury 8c Property Damage Liability Patterned after the current I.S.O.Occurrence Form. $2,,000,000 Single Limit Per Occurrence 3. Automobile Liability $1,000,000 Each Occurrence Owned/N on- ow ne d/Hire d Automobile Included 4. Other Insurance as indicated below: a) Professional Liability $ , if required by the Contract Documents 5. Builder's Risk Insurance, to be paid by the Owner, shall be included in the GMP Proposal. 6. Construction Manager shall be solely responsible to parties with who 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, 7. 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. NOTE --The "Certificate Holder" should read as follows; d3 CMAR IFQ #20-7801 "Sun-N-Fun Water Park Restorntion and Renovation" NOTE --The "Certificate Holder" should read as follows: Collier County Board of County Commissioners Naples, Florida 10. No County Division, Depa►tment, or individual name should appear on the Certificate. No other format will be acceptable. 11. Thirty (30) Days Cancellation Notice is required. 12. The Ce►tificate must state the Project Numbe►/Solicitation Number and Title of the Project. 13. Owne►'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 demand, Owner has the right to offset these costs from any amount due Construction Manager under this Agreement. The Owner shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverage purchased or the insurance company/companies used. The decision of the Owner to purchase such insurance coverage shall in no way be construed to be a waiver of its rights under this Agreement. (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 ►•epr•esent 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 Subrogation (1) Except as to Workers Co►npensation and Professional Liability, the Owne►• 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 Ad CMAR IFQ #20-7801'°Sun-N-Fun Water Park Restoration and Renovation" C,S (1 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 Pi rect 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 Termination bathe 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 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 69I.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/or (ii) 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 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 Termination 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, snake 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 45 CMAR IFQ #20-7801 "Sun-N-run Water Parlc Restoration and Renovation" 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 snakes a general assignment for the benefit of its creditors, orif a receiver is appointed on account of its insolvency, or if 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 he 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) If the Owner terminates this Agreement other than pwsuant 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 part 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 Pr jest 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 faith in connection with said Project. The Construction Manager shall, as a condition of receiving the payments referred to in this Article 14, execute and deliver all such papers and take all such steps including the legal assignment of its contractual rights, 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. 46 CMAR II'Q 4420-7801 "Swt-N-run Water Pnrlc Restoration end Renovation" (2) After the establishment of the Guaranteed Maximum Price or at the completion of the Pre - construction Phase, if the final cost estimates or lack of funding make the Project no longer feasible from the standpoint of the Owner, the Owner may terminate this its proportionate fee as provided in Article Agreement and pay the Construction Manager 14.3(l) above. ARTICLE IS 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 otherexcept as to the assignment of proceeds. l S.2 This Agt Bement shall be governed by the Laws of the State of Flor ida. ARTICLE 16 NOTICE OF CLAIM: WAIVER OF REMEDIES; PROCEDURE FOR DELAY CLAIM 16.1 Notice of Claim. The Owner's liability to Construction Manager for any claims arising out of or related to the subject matter of this Agreement, whether in contract or tort, including, but not limited to, claims for extension of construction time, for payment by the Owner of the costs, damages or losses because of changed conditions under which the work is to be performed, or for additional work, shall be governed by the following provisions: (1) All claims must be submitted as a Request for• Change Otdet• in the manner as provided herein. (a) The Construction Matlager must submit a Notice of Claim to Owner• and to the Design Professional within five p) 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 Managet• shall submit to the Owner its Request for Change Otdet, 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 Ot•der• 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 Ownet• and Construction Manager are unable to agree on the terms of a Change Order•, the Owner shall have the optiotl to instruct the Construction Manager to proceed with the work, In that event, the Owner shall agree to pay for those parts of the 47 CMAR IFQ #20-7801 "Sun-N-Fun Water Parlc Restoration and Renovation" work, the scope and price of which are not in dispute. The balance of the disputed ite►ns in the order to proceed shall be resolved in accordance with Article 16.2. 16.2 Resolution of Claims and Disputes, Generally. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the 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 fo►• 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 claimed to be caused by or attributable to the Owner or the Design Professional, including claims based on breach of contract or negligence, shall be a claim submitted in compliance with 16.1 above, for an extension of the scheduled construction time (based upon the actual time impact to the Project because of the delay). Also, in the event of a change in such work, the Construction Manager's claim for adjustments in the contract sum are limited 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: 1, damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of ►nanage►nent 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 ►•eputation, and fo►• loss of profit except anticipated profit arising directly from the Work. CMAR 1FQ #20-7801 "Sun-N-Fun Water i'ai•lc Restoration and Renovation" C`.tf7 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 sufftcient for a proper pre -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 Manager's Project Records -The Conshruction 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 fit As 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 OF 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 repairof 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-Ve►•ify: By executing and entering into this agreement, the Construction Manager is for•rnally ack►iowledging 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 4 9 CMAR IFQ #20-7801 "Sun-N-tun Water Pa►•Ic Restoration and Renovation" a breach of this agreement and the Owner shall have the discretion to unilaterally terminate this agreement immediately. Statutes and executive oraer•s 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 VVol 'iftcatlon System (&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 progt•am: • Commodity based pt•ocurement where no services are pt•ovided. • Where the requitement 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-Vet ify Memor andutn of Understanding for the company. The Construction Manager is also required to 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 coveted under the "Exceptions to the program" clause above. For additional information regarding the Employment Eligibility Verification System (E- Verify) progt am visit the following websitea h 6 wwdhs.gov/E-Ver ify. 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 se , 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 for r electronic coin address and the name of a contact person responsible their 50 CMAR irQ #20-7801 "Sun-iY-run Water Park Restoration and Renovation" �`Ata 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. 7.10 Agreement Preparation - This agreement shall not be construed more a ictly against one patty 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 patties have substantially contributed to the preparation of this Agreement. 17.11 Third Party eneficiaties -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 STATUTES. (b) By executing and entering into this Agreement, the Construction Manager• (in the Construction Manager's capacity as a contractor and not as a licensed design professional), is formally acknowledging without exception or• stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety (including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(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 from 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 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 THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSTRUCTION MANAGER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT, Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: Pub licRecordReciuestAcolliercountyfl.pov The Construction Manager must specifically comply with the Florida Public Records Law to: CMAR IRQ #20-7801 "Sun-N-)i•un Water Park Restoration and Renovation" CAt} 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 fiotn 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, during which period Construction Manager still fails to allow access, terminate the employment of the Construction Manager and take possession of the site and of all materials, equipment, tools, construction equipment and machinery thereon, owned by the Construction Manager, and may finish the project by whatever method 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 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). 17.15 Ownership and Use of Work Products 17,15.1 It is understood and agreed that the work products, including reports and other docwnents and data developed by the Construction Manager• relating to its services shall be delivered to, and shall become the 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 otherprojects will be at the risk of the Owner, 52 CMAR 1rQ #20-7801 "Sun-N-Fun Water Parlc Restoration and Renovation" 17,15.2Upon 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 may 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 53 CMAR 1FQ #20-7801 °'Sun-N-Fun Water Park Restoration and Renovation" CN WI'1'NINS WE►EME011, tits panties hereto, halve uach, respectively, by till authorizuH person or agent, have executed this Agreement on the elate and year first %vritten above. fsS'1': Crystal K, I{inzul, Clerk of the Circuit tAlin and Comptt•nlier I]alud: (sEnl,� C;C)NS't'R TIUN YIANAGCsit's wrINE FirstJV►�'itncss Yefmin Cecilio OWNER: 13otq•d nl' County (,nnt►nissioncrs, Collier County, Floricla, ti pniiticnl subdivision or the Stnle of Florida [3y: Burt L., Saunders, C.Itnirnt� n CUNS'I'RU(:'['ION MANAGER: A2 CrouC�, Inc, (CCC': IlCGC U9ISI3G) By ri 1n4vitnuss ypc/p \ Second Witness L _ German Rey, Jr. C'ylsu/print t iUtuss n►uttu Approved in absentia per Resolution 2000.149 on ONO 010 By: Leo E. Ochs, J ty er print Name: Alberto G. Ribas, President Apprn�'ud tis to [corm and l.cgality: Scott R, 'Ibuch Deputy County Attorney C'N1Alt II+Q M2U•7�U1 `'tun-M•Gun �Yalur 1'nrlt ttcstorutiun and R�movatiun" I+IXHIBIT 1-1-1 SCOPE OF SERVICES — PRECONSTRUCTION l.1Pre-Construction Phase: (from mt)ard through design and engineering and concluding with the acceptance of the GRIP as evidenced by execution of amendment to the agreement for the Construction Phase). Pre -construction services by the Construction Manager (CM) may include, but may not be limited to the following: • Provide detailed cost estimating and knowledge of marketplace conditions. Provide project planning and scheduling for both design and construction phases. • Provide for construction phasing and scheduling that will minimize interruption to site operations and by means of a comprehensive logistics plan. • Provide a site utilization plan for all construction activities. • Develop a scheduling process as requested by the County. • Provide preliminary and detailed scheduling analysis as needed throughout the Project. • Provide a Schedule of Values prior to finalization of the GMP including identifying prospective subcontractors, suppliers and sub -trades acceptable to the County. • Provide recommendations on sub -contractors, materials, and amenities at the facility. • Provide alternate systems evaluation and constructability studies. • Advise the Project Team of ways to gain efficiencies in project delivery and reduce overall delivery time. • Provide long -lead procurement recommendations and identify items that have the potential to be procured by the County. • The Project will be an open book. All savings, including unused Owner's Allowance, shall be returned to the County. The CM shall competitively select all construction subcontracts and other work appropriate for the competitive selection using cost and other factors. Provide copies of bids and quotations solicited from prospective subcontractors, suppliers and sub - trades. Note: The County will decide for when the Construction Manager will procure a mini Nmum of three (3) bids or demonstrate a good faith effort acceptable to the County that dernonstrates attempts to obtain three (3) bids. • Single source or sole source recommended procurements shall be preapp►•oved by the County. • Participate in regularly scheduled project coordination meetings throughout the design phase of the Project. • Participate in constructability reviews throughout the design phase of Project. • Assist in the permitting processes. Collier County will pay for all required permit fees. • Provide value engineering throughout Project. • Continually evaluate quality, safety, and environmental factors. Develop requirementsfor safety, quality assurance, and schedule adherence. • Advise County regarding green building materials and methods, as well as recommendations for building life span and efficient operations. • Review final plans and specification for completeness and ADA compliance. • Provide estimating throughout the Project and as listed below. • Submit an estimated cost review and detailed by line item budget at the following stages or phases: • At completion of 60% of the Construction Documents Phase. • At completion of 90% of the Construction Documents Phase. • At completion of 100% of the Construction Documents Phase. 55 CMAR IFQ #20-7801 "Sun-N-Fun Water Park Restoration and Renovation" t'1f • Submit GMP for ►eview and negotiation Review all drawings, specifications and documents to ensure coordination between disciplines. Identify const•uctability needs that may have an impact on Final Guaranteed Maximum Price (G.M.P). • Establish, implement and maintain quality control standards. • Review and analyze long lead items and impact on design and construction schedules. Develop a critical path schedule' at each stage of the design. The CM shall make a genuine effort to stimulate interest in the PROJECT and maximize participation of potential qualified subcontractors in the selection process with emphasis placed on recruiting and using local, small and/or minority businesses. The CM shall monitor conditions in the construction market to identify factors that will or may affect costs and time for completing the PROJECT; and make analysis as necessary to (1) determine and report on availability of labor, materials, equipment, potential subcontractors and ible impact of any shortages or surpluses of labor or material, and (ii) in light of such poss determination, make recommendations and take action as may be appropriate with respect to long lead procurement, separation of construction into subcontractor packages, sequencing of work, use of alternative materials, equipment or methods, other economies in design or construction and other matters that will promote cost savings and completion within the schedule time. _ Serulces Manpovuer Chart PYeconstruction 90loo� solo Gt)% Ioar�ed Drawipg Dfawings nraWings ODawings StaffNa►ne Classlflcatlon, N Qate ;� ►ioU1s Hottr•s ours _ - _ rs HOW _ Sp 4 J.:ftibas. Pro ec; Manager 1R$�9 250' A]bE7to 1S Pto ect En i`neer 2J 8 56 15 10 PaE, - A�berto.G ,Ri6as P�ojeet CorCktofs � 9A 26 �0 20 70 - - cii Morgan $ �LVll Scheduling Alloyrance $5,OQ0 TpD A uatics eelallst 5 20- 20 AdmlttlstrativeA�ltant: 6516$ s i5 $ _ Tracf Jacobs 1�0 i55 777777 Total Hours 90 = subtAtai $ 50,617.42' Grand Total Qualifications The total lump sum pre -construction amount and scope of services is limited to the hours in the staffing matrix above. The staffing hour matrix assumes that complete phase deliverable package of 60%/90%/100% iterations, inclusive of the construction documents, to A2 Group of both drawings and specification of all design disciplines associated with the project. SG CMAR 1FQ #20-7801 "Sun-N-Fun Water Park Restoration and Renovation" �Ctr• / EXHIBIT A-2 PROJECT SCHEDULE - PRECONSTRUCTION PHASES s7 CMAR IrQ #20-780I "Sun-N-run Water Parlc Restoration and Renovation" /'''� EXHIBIT A-3 1. Owner — Collier County, a political division of the State of Florida Bryan Vehovec, Project Managet• (239) 2524026 Bryan Vehovect�ic colliercountyfl.t;ov Collier County Facilities Management Division 3335 Tamiami Trail East Naples, FL 34112 2. Construction Mana>:er — A2 GROUP, INC. AJ Ribas, Vice President (941) 456-7430 ribasa a2group.com 17825 Murdock Circle, Ste B Port Charlotte, Florida 33948 3. Design Professional —WATER TECHNOLOGY, INC. Douglass Whiteaker, President (920)210-1110 Dwhiteaker@wtiworld.com 100 Park Avenue Beaver Dam, WI 53916 ss CMAR IP'Q #20-7801 "Sun-N-f un Water Park Restoration and Renovation" i�rt r, EXH ASSIGNED TO THE PROJECT Individual A.J. Ribas AI Ribas Traci Jacobs Michelle Morgan David Lane Ralph Abela Jose Mazon Chris Kieffer (If needed) Title PM Project Executive Administrative Assistant Project Controls Specialist Field Superintendent Field Superintendent Site Foreman PM 59 CMAR IFQ #20-7801 "San-N-Fan Water Parlc Restoration and Renovation" OWNER' S Project No. PROJECT; EXHIBIT C CERTIFICATE OF SUBSTANTIAL COMPLETION DESIGN PROFESSIONAL's Project No. CONSTRUCTION MANAGER: A2 Group, Inc. Contract For Contract Date Tltis Certificate of Substantial Completion applies to all Work under the Contract Documents or to the following specified parts thereof. To; OWNER And To: Substantial Completion is the state in the progress of the Work when the Work (or designated portion) is sufficiently complete in accordance with the Contract Documents so that the OWNER can occupy or utilize the Work for its intended use. On the date provided below, CONSTRUCTION MANAGER declares that the Work has reached Substantial Completion. Moreover, the Work to which this Certificate applies has been inspected by authorized representatives of OWNER and DESIGN PROFESSIONAL and they also agree that the Work is substantially complete in accordance with the requirements of the Contract Documents; DATE Oh' SUBSTANTIAL COMPLETION Pursuant to §2.4(g) of the Amendment, a Punch List shall be prepared within 10 calendar days from the date hereof. The failure to include an item on the Punch List shall not alter the responsibility of CONSTRUCTION MANAGER to repair any and all Work in accordance with the CONSTRUCTION MANAGER's warranties as provided in the Contract Documents. The Punch List shall be completed on or about days after the preparation of the Punch List. 60 CMAit IFQ #20-780.1 "Sun-N-Fun Water Park Restoration and Renovation" '�.,1'�D The responsibilities between OWNER and CONSTRUCTION MANAGER for security, operation, safety, maintenance, heat, utilities, insurance and warranties shall be as follows: RESPONSIBILITIES: OWNER: CONSTRUCTION MANAGER: The following documents are attached to and made a pant of this Certificate: This certificate does not constitute an acceptance of Work not in accordance with the Contract Documents nor is it a release of CONSTRUCTION MANAGER'S obligation to complete the Work in accordance with the Contract Documents. Executed by Design Professional on DESIGN PROFESSIONAL By: Type Name and Title 20 CONSTRUCTION MANAGER accepts this Certificate of Substantial Completion on 20_ CONSTRUCTION MANAGER By: Type Name and Title OWNER accepts this Certificate of Substantial Completion on OWNER By: Type Name and Title GI CMAR IrQ #20-7801 "Sun-N-run Water Parlc Restoration and Renovation" �'�tta EXHIBIT D Construction Manager's rinal Payment Affidavit (Pursuant to §713,06, Fla. Stat.) STATE OF FLORIDA ) SS: COUNTY OF COLLIER ) Before me, the undersigned authority, personally appeared who, upon being duly sworn, deposes and says of his personal knowledge the following: I. He/She is the which does Manager," business in the State of Florida, hereinafter• referred to as the _(title), of pany Name), "Construction 2. Construction Manager, pursuant to a contract with Collier County apolitical subdivision of the State of Florida, hereinafter referred to as the "Owner," has furnished or caused to be furnished labor, materials and/or services for on the real having the property known as , address of 3. This affidavit is executed by the Cottstr•uctiotl Manager in accordance with 9713.06 of the Florida Statutes for the purposes of obtaining final payment from the Owner in the amount of 4. AlI Work to be performed under the contract has been fully completed, and all lienors under direct contract have been paid in full, except the following listed lienors: NAME OF LTENORS ; By; AMOUNT DUE: A2 Group, Inc. Sworn to and subscribed before the by means of _physical pt•esence or• _online notarization, by of ,who denti personally known to me or produced as identification, and did take an oath. WITNESS my hand and official seal in the County and State last aforesaid this day of 20 Notary Public State of Florida at Large Typed, printed ot• stamped name of Notary Public My Commission Expi►•es: G2 0t\4AR IFQ #20-780I "Sun-N-Fun Water Paric Restoration and Renovation" �-� I<;XHIBIT E GMP PROPOSAL (See, .1 attachedl 63 CMAR IFQ #20-7801 "Sun-N-run Water Park Restoration and Renovation" `�,4r, Exhibit Jul —1 Construction Phase Services AMENDMENT TO CONSTRUCTION MANAGER AT RISK AGREEMENT/PROJECT NUMBER CMAR IFQ # 204801 CONSTRUCTION PHASE SERVICES "SUN-N-FUN WATER PARK RESTORATION AND RENOVATION" THIS FIRST 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 A2 Group, Inc., authorized to do business in the State of Florida, whose business address is 17825 Murdock Circle, Ste B, Port Charlotte, FL 33948, 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 Sun-N-Fun Water Park Restoration and Renovation project (the "Project"); and WHEREAS, pursuant to Article 7 -Guaranteed Maximum Price for Construction (the "GMP") 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 "III of $ 2. COST OF THE PROJECT The total cost of Construction Phase of the Project is $ m CMAR IFQ #20-7501 "Sun-N-Fun Water Park Restoration and Renovation" 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 _,. This cost is for the performance of the Project in accordance with the supporting Contract Documents (including plans, specifications, bids and estimates) listed and attached to this Amendment, which is incorporated herein. 4. CONTR.ACT 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 K. Kinzel, Clerk of Courts & Comptroller I� Dated: (SEAL) Contractor's Witnesses: First Witness TType/print witness nameT Second Witness TType/print witness nameT Approved as to Form and Legality: Deputy County Attorney Print Name BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: CONTRACTOR: AZ Group Inc. By: Signature TType/print signature and titleT Date Chairman 65 CMAR IFQ #20-7$O1 "Sun-N-Tun Water Park Restorntion and Renovation" �,pi3 EXHIBIT F CONSTRUCTION MANAGER'S PERSONNEL TO BE ASSIGNED DURING PRE -CONSTRUCTION PIIASE Individual A.J. Ribas Al Ribas Traci Jacobs Ralph Abela Michelle Morgan Aquatic Specialist (if needed) Title Project Manager Project Executive Administrative Assistant Estimator Project Controls/Scheduling Percentage of Time Duration In Months Available Full - Titne Part Titne Part Time Full Time Part Time Part "Time G6 CMAR IrQ #20-7801 "Sun-iV-run Water Parts Restoration and Renovation" CfiO GXFIILB G CONSTRUCTION MANAGER'S PER DIEM STArT TOR TIME EXTENSIONS PER 8.1.2(t)(b) Individual Title Per Diem hate Nit s�pplic�iblc� 67 CMAR IFQ #20.780t "Sun-N-dun Water Pnrlc Restarntion and Itcnovntion" 4t EXHIBIT H PAYMENT AND PERFORMANCE BONDS 68 CMAR IrQ #20-?801 "Sun-N-A'un Water Parlc Restoration and Renovation" clO EXHIBIT H PUBLIC PAYMENT BOND Project No. CMAR IFQ #20-7801 KNOW ALL MEN BY THESE PRESENTS: That located at Address) are held and firmly bound tc sum of payment whereof we bind ourselves, and assigns, jointly and severally. Bond No. Contract No. 0 Principal, and as Surety, (Business as Obligee in the ) for the our heirs, executors, personal representatives, successors WHEREAS, Principal has entered into a contract dated as of the day of 20 with Obligee for accordance with drawings and specifications, which contract is incorporated by reference and made a part hereof, and is referred to herein as the Contract. THE CONDITION OF THIS BOND is that if Principal: Promptly makes payment to all claimants as defined in Section 255.05(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 is will the Surety be liable in the aggregate to claimants for more than the penal sum of th Payment Bond, regardless of the number of suits that may be filed by claimants. IN WITNESS WHEREOF, the above parties have executed this instrument this day of 20_, the name of each party being affixed and these presents duly signed by its under -signed representative, pursuant to authority of its governing body. CMAR LFQ #20-'i801 "Sun-N-Fun Water Park Restoration and Renovation" Signed, sealed and delivered in the presence of: Witnesses as to Principal STATE OF _ COUNTY OF PRINCIPAL BY: _ NAME: ITS: The foregoing instrument was acknowledged before me by means of _physical presence or _ online notarization, this day of 20_, by as of a corporation, on behalf of the corporation. He/she is personally known to me OR has produced as identification and did (did not) take an oath. My Commission Expires: (AFFIX OFFICIAL SEAL) ATTEST: Witnesses to Surety NAME: (Signature of Notary) (Legibly Printed) Notary Public, State of Commission No.: _ (Printed Name) (Business Address (Authorized Signature) (Printed Name) �o CMAR IFQ #20-7801 "Sun-N-Fun Water Park Restorntion and Renovation" � ,�� 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 by means of i physical presence or online notarization this day of , 20 , by as of personally known to me OR has produced _ identification and who did (did not) take an oath. My Commission Expires: (AFFIX OFFICIAL SEAL) Surety, on behalf of Surety. He/She is as Name: (Signature) (Legibly Printed) Notary Public, State of: Commission No.: �t CMAR 1FQ #20-7801 "Sun-N-Fun Water Park Restoration and Renovation" EXHIBIT H PUBLIC PERFORMANCE BOND Project No. CMAR IFQ #20OR Bond No. Contract No. KNOW ALL MEN BY THESE PRESENTS: That as Principal, and as Surety, located at (Business Address) are held and firmly bound to as Obligee in the sum of ($ )far 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 202% with Obligee for in accordance with drawings and specifications, which contract is incorporated by reference and made a part hereof, and is referred to herein as the Contract. THE CONDITION OF THIS BOND is that if Principal: 1. Performs the Contract at the times and in the manner prescribed in the Contract; and 2. Pays Obligee any and all losses, damages, costs and attorneys' fees that Obligee sustains because of any default by Principal under the Contract, 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 for the time specified in the Contract, then this bond is void; otherwise it remains in full force. Any changes in or under the Contract and compliance or noncompliance with any formalities connected with the Contract or the changes do not affect Sureties obligation under this Bond. The Surety, for value received, hereby stipulates and agrees that no changes, extensions of time, alterations or additions to the terms of the Contract or other work to be performed hereunder, or the specifications referred to therein shall in anywise affect its obligations under this bond, and it does hereby waive notice of any such changes, extensions of time, alterations or additions to the terms of the Contract or to work or to the specifications. This instrument shall be construed in all respects as a common law bond. It is expressly understood that the time provisions and statute of limitations under Section 255.05, Florida Statutes, shall not apply to this bond. 72 CMAR IFQ #204801 "Sun-N-Fun Water Park Restoration and Renovation" In no event will the Surety be liable in the aggregate to Obligee for more than the penal sum of this Performance Bond regardless of the number of suits that may be filed by Obligee. IN WITNESS WHEREOF, the above parties have executed this instrument this day of 20 , the name of each party being affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body. Signed, sealed and delivered in the presence of Witnesses as to Principal STATE OF COUNTY OF PRINCIPAL BY: NAME: ITS: The foregoing instrument was acknowledged before me by means of _physical presence or online notarization, this day of 20 by as of a corporation, on behalf of the corporation. He/she is personally known to me OR has produced identification and did (did not) take an oath. My Commission Expires: (AFFIX OFFICIAL SEAL) ATTEST: (Signature) Name: (Legibly Printed) Notary Public, State of: Commission No.: SURETY: (Printed Name) as 73 CMAR IFQ #20-7801 "Sun-N-Fun Water Park Restoration and Renovation" Witnesses as to Surety Witnesses STATE OF COUNTY OF (Business Address) (Authorized Signature) (Printed Name) OR As Attorney in Fact (Attach Power of Attorney) (Printed Name) (Business Address) (Telephone Number) The foregoing instrument was acknowledged before me by means of _physical presence or _ online notarization this day of _ , 20 , by as of � a behalf of Surety. He/She is personally known to me OR has produced as identification and who did (did not) take an oath. My Commission Expires: Name: (AFFIX OFFICIAL SEAL) (Signature) (Legibly Printed) Notary Public, State of: Commission No.: Surety, on EXHIBIT I RELEASE AND AFFIDAVIT STATE OF FLORIDA COUNTY OF Before me, the undersigned authority, personally appeared who after being duly sworn, deposes and says: (2) In accordance with the Contract Documents and in consideration of $ paid, ("Construction Manager") releases and waives for itself and its subcontractors, materialmen, successors and assigns, all claims demands, damages, costs and expenses, whether in contract or in tort, against Collier County, Florida, of Collier County, Florida ("Owner") relating in any way to the performance of the Agreement between Construction Manager and Owner, dated 2020, for the period from to This partial waiver and release is conditioned upon payment of the consideration described above. It is not effective until said payment is received in paid funds. (3) Construction Manager certifies for itself and its subcontractors, materialmen, successors and assigns, that all charges for labor, materials, supplies, lands, licenses and other expenses for which Owner might be sued or for which a lien or a demand against any payment bond might be filed, have been fully satisfied and paid upon Owner's payment to Contractor. (4) Construction Manager agrees to indemnify, defend and save harmless Owner from all demands or suits, actions, claims of liens or other charges filed or asserted against Owner arising out of the performance by Construction Manager of the Work covered by this Release and Affidavit. (5) This Release and Affidavit is given in connection with Construction Manager's [monthly/final] Application for Payment No. CONSTRUCTION MANAGER: A2 G►•oup, Inc. Witnesses Date: [Corporate Seal] 75 President STATE QF C011NTY OF The foregoing instrument was acknowledged before me by this day of 20� by _ l presence or _online notarization, as of My Commission Expires: (AFFIX NOTARY SEAL) Notary Public (Signature) (Printed Name) (Title o►• Rank) (Serial Number, if any) corporation, III111'1' J FORM OF CONTRACT APPLICATION FOR 1'AYMCNT CollierZoun 8aard b 'Cotirity Comm1ssloners the OWNER) or Collier County Water=Sewer Owner's Project Manager's Bid No. Name: Project No. County's Division Name Submitted by Contractor Purchase Order No. Application Date: Representative' Name Contractor's Name & Address: Payment Application No. Original Contract Time: Revised Contract Time: Original Contract Price; Total Change Orders to Date: $ $ Revised Contract Amount: S Total Value of Work Completed & $ Stored to Date; _ Retainage @10% through $ Retainage @ 10% through [Insert $ [Insert Date] Retainage @ % after $ date] Less Retainage $ [Insert date] Total EarnedfLessetainageLess Work Completed to previouents)Percent AMOUNT DUAPPLICATION; $ Date: % Percent Contract Time Completed to Date: Liquidated Damages to Be ° $ Remaining Contract Balance $ Accrued ATTACH SC}•IEOULE OF VALUES AND ACCOMPANYING DOCUMIrN'1'ATION TO THIS APPLICATION CONTRACTOR'S CUKI'IV %Wf%T10N: The undersigned CONTRACTOR certifies that: (1) all previous punguross payments received from OWNER on account of Work done under the Contract rofcrred to nhovo have bccn applied to discharge in (sill nil obligations of CONTRACTOR incurred bl connection tvlth Work wvcred by prior Applications lbr Payment numbered 1 through Inclusive; (2) title to all materials and equipment incorporated in said Work or otherwise listed In or covered by this Application for Pill will pass to OWNER at time of payment free Pact clear oral) lions, claims, security interests and encumbrances (except such as covcred by Bond acceptable to OWNER); (3) all amounts have been paid for work which previous payments were issued rind received from the OWNER and that current payment is now clue; and (4) CONTRACTOR has only included amounts In tills Application for Payment properly due and owing and CONTRACTOR has not included within the above referenced amount any claims for unauthorized or changed Work that has not been properly approved by Owner in writing and in advance of such Work. Contractor's Name Date: Contractor's Signature: Type Title: Shall be signed by an authorized representative of the Contractor. Payment to the CONTRACTOR for the above AMOUNT DUE THIS APPLICATION is recommended by: Design Professional's Natne; Signature: Date: Payment to the CONTRACTOR for the above AMOUNT DUE THIS APPLICATION Is recommended b 1 Owner's Project Manager Name: Signature: Date: 77 Exhibit J, continued SCHEDULE OIe' VALUES SCHEDULE OF VALUES ProlootRome: ProJaotNumbar. Dole: Poriod To: ; _ _ ITEM DESCRIPTION SCHEDULED VALUE WORK COMPLETED ILINUMBER SILL.TORED MATERIALS TOTAL COMPLETED &STORED TO DATE PERCENT COMPLETE BALANCE TO FINISH 10%l RETAINAOE _'A RETAINAOE (reducedrtle) TOTAL RETAINAOE WITHHELD PREVIOUS APPLICATIONS THIS PERIOD THRU DATE SINCE DATE TOTALS ' Explanation for the two columns under Previous Applications: The Thru Date is where you will place all information until the contract is complete unless a release or reduction of retainage issC Into lay. If this happens, all information up to the date of the 96 change in retainage is placed in the Thru Date column. Information after that date is placed in the Since Date column. This stag p what has happened since the change In retainage. EXHIBIT IC Consent of Surety CONSENT OF SURETY TO FINAL PAYMENT dIA DOCUMENT 0707 -ELECTRONIC FORUAT QWNER � ARCHITECT 0 CONTRACTOR ❑ SIiRETy ❑ OTHER C] THIS DOCUAfENT HdS lAfPORTANT LEGdL CONSEQUENCES; CONSULT,ITION R7TH dN ATTORNE}' IS ENCO UttdCiED a it n Kesrtci s v u s CO,IflILETIONOR hfODIFlC1TIOArd UTHENI7CITIO.V OF THIS ELECTROMCALLI DR.iFTED ALL DOM1 l ,1L31'BE,ISLDE BY U ING.iL1 DOCUHLVT Dtas. TO OWNER: ARCHITECT'S PROJECT NO.: (NAme and address) PROJECT: ( `Rine and address) (Insns nemr and addrrss of on bond of (Insrrt nemr msAaAArrts of Confrartor) CONTRACT FOR: CONTRACT DATED: as ,SURETY, ,CONTRACTOR, lsere I bapproves of the final payment to the Contractor, and agrees that dual payment to the Contractor shall not relieve tlse Surety of any oits obligations to (Insrrt name and address of Omnrr) as set fortis iu said Surety's bond. IN WITNESS \VHEREOF, the Surety has hereunto set its hand on this date: (Insrrt in rvrifing l6r Rion/h JoflokrA by she mmrerie Aair and peer.) Attest: (Soot): ( nrrtp (Srgnrtbrr�aJmrt ortirdrrprrsrntaerr) (Poore name and rn r O\VNER, 73SNEWYORKAVENUE, N.W., WASMINaTUN, u.c. iwun-s[na, nsn uusssmnsys oiw - CONSENT Of SUtIETY TO flNAI PAYMENT • 1994 EDITION • AIAO •WARNING: Unlicensed photocopying violates U.S, copyright laws and w111 subject the violator Io legal prosocution. This document was electrontcelly produced with permission of tho AIA and can be roproducod In accordance with your Itevnso wlihout violollon until the date a(exptretlon as noted below, User Documenh g707mnst,alo � V7/2003. AtA Uccnm Number 1113723, which expires on 10137/200). Electronic format G707. 1994 . 1 79 CA€) CJCH1131T L CHANGI; ORDER Change order Form Contractor Changed:= Purchase Order#-. ProjecM ContractorlFirm Name Project fdanager Name Project Name: Department: ,'Yipinal ContractlNlark Ordrt Amount Cttglnsl BCC Approval Deie; Agands Item # Current NCC Approved Amount Last BCC Approval Dete; Agenda Item# Current Contract/W crk Order Amount SAP Contract Expiration Date (Master) Dollar Amount of this Change #DlV/ol 7oblChange from OrigIralAntcunl RevisedCcntrocbWora Order Tots] 9 Q0D ODIV/01 Change from CtrrEnt SCC AppuvedArnount Cumulstive Changes S Q00 #DIV/0) Change from Current Amount Completion Date, Description of the Tasks) Change. and Rationale for the Change I Notice to Proeee� Original �� Last Approved Revised Date Date Completion Date Date ( rWNjiB6 M cnargm fofDays Added 5electTasks ❑ Add newtask(s) ❑ Deletetask[s) 0 Changetask(s) 13 Other (eywaonl Provide a response to the followinp:l.) detailed and specific exptanationlrationale of the requested change(s) to thetask(s) and l or the additional days added (if requested); 2.)why this ehantiI not included In the odginal contract: and, 3.1 describe the impact d thIs ehanoe is not processed. Attach additional information from the Design Professional and/or Contractor N nxded. Prepared by: __ Date: (Project hlanagar ame and epanment) Aecepiarea_ol this Change Order shallconsthute a molifkatkn loconi(actl workorder 119rt71ed above and wi'] be subAG11e all the same termsand coniAt,nsascontairbiinthe contract :workorderindiealziabova,asiullyas9the same were stateilnIbis accaptance, The adjustment,'rtany, tothe oniractshahconstMe,afullrindFinalsettlementofanyandallctatmsoftheCoptraclnriVa_rAorlConsutlanlf OesignProiesslonalarisirgoutotorrelatestothechangeset forthherein,including clsimsfor Impact and delay costs.ISOM Accepted by; Date; (ConeraeforlVe+darlConsultant4 esgnProfessionalarsdNanteofFirm,itpra tappikable) Approved 6y: Date; Design Prafessbnaland Nameaf Firm, d prot app icabie) Approved by: Date' rocuremert Professlonar i;.'.'?:I)?'::!1�1'3j i2�U'a a7iLJna- :-�n.?:l -ko 0103j 71: v33 YI Sr:: a'at3 74E3:1 R+l:l'i t�'ba3J1£ L�icl No.: Contracto►: EXHIBIT M F1NAL PAYIYIJul T CHI;CICLIST Pt oject No.; Date: , 20 The following items have Uce►i secured by the for the Project known as and have been reviewed and found to comply with the requirements of the Contract Documents. Original ConU•act Amount: Commencement Date: Final CanU•act Atttount; Substantial Completion Tirne as set fot•tlt in the Agreement: Actual Date of Substantial Completion: Final Completion Time as set forth in the Agreement: Actual Final Completion Date: Calendar Days. Calendar Days. YES NO 1. All Punch List items completed on 2. Warranties and Guarantees assigned to Owner (attach to this form). 3. Effective date of General one year warranty From Contractor is: 4. 2 copies of Operation and Maintenance manuals for equipment and system submitted (list manuals in attachment to this form). 5. As -Built drawings obtained and dated: G. 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 Contructor on: 10. Consent of Surety received on 11, Operating Department personnel notified Project is in operating phase. 12. All Spare Pads or Special Tools provided to Owner: 13. Finished Floor Elevation Certificate provided to Owner: 14. Other: if any of the above is not applicable, indicate by NIA. If NO is checked for any ofihe above, attach explanation. Acknowledgments: By Contractor: (Company Name) (Signature) (Typed Name & Title) 3y Design Professional; (Firm Name) (Signature) (Typed Name & Title) By Owner: (Depart►nent Name) (Signature) (Name & Title) 81 C.t Detail by Entity Name Page I of 3 Florida Department of State ll� r�� �; �;�J�,.org ��t�iu�t�t�J uj �;�_�� �� ���r°rJ���� un uJJfrJttJ :irate a/Flurlda tv�Lrite Department of State /Division of Corporations /Search Records /Search by Entity Name / DIVISION OF CORPORATIONS http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inqui>ytype=Entity... 12/2/2020 Detail by Entity Name Page 2 of 3 Title DTVP REY, GERMAN JR. 12915 SW 132 STREET STE 5 MIAMI, FL 33186 Title V RIBAS, ALBERTO J. P.O. BOX 432310 MIAMI, FL 33243 Annual Regotts Report Year Filed Date 2018 01/15/2018 2019 01 /22/2019 2020 01 /07/2020 Document Images 01/07/2020 --ANNUAL REPORT 01/22/2019 --ANNUAL REPORT 01/15/2018 —ANNUAL REPORT 03/20/2017 -- Amendment Ot/09/2017 —ANNUAL REPORT 01/26/2016 —ANNUAL REPORT 01/12/2015 -- ANNUAL REPORT 01/OS/2014 —ANNUAL REPORT 01/14/2013 -- ANNUAL REPORT 01/18/2012 —ANNUAL REPORT 01/O6/2011 —ANNUAL REPORT 10/O6/2010 -- Off/Dir Resignation 01/27/2010 —ANNUAL REPORT OB/24/2009 -- Amendment 01J20/2009 —ANNUAL REPORT 01/03/2008 —ANNUAL REPORT 02/13/2007 —ANNUAL REPORT 01 /31 /2006 —ANNUAL REPORT 03/03/2005 —ANNUAL REPORT Ot/05/2004 —ANNUAL REPORT 01/03/2003 -- ANNUAL REPORT 01/16/2002 —ANNUAL REPORT 03/19/2001 —ANNUAL REPORT 02l02/2000 -- ANNUAL REPORT 03/22/1999 --ANNUAL REPORT 04/29/1998 —ANNUAL REPORT 09/03/1997 --AMENDMENT AND NAME CHANGE 01/28/1997--ANNUAL REPORT 01/31/1996 —ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF formal View image in PDF format Vew image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 12/2/2020 Detail by Entity Name Page 3 of 3 04/11/1995 — ANNUAL REPORT View image in PDF format Flortda Department of State, Division of Corporations http://search. sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 12/2/2020 A213ROLIP-01 LGLEASON ACORN" CERTIFICATE OF LIABILITY INSURANCE D10/16/202ATE YY) 10/16/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT LOCI B. Gleason NAME: CAL Risk Management PHONE 23 Eganfuskee Street (A/C, No, Ext): (561) 776-9001 FAX No):(561) 427-6730 Suite 102 n DAIE . Igleason@calllc.com Jupiter, FL 33477 INSURED A2 Group, Inc. PO Box 432310 Miami, FL 33243-2310 �K�11/d7e[N7.� l^.FRTIFII:GTF NI IMRFR• INSURER F Travelers Property &Casualty Co. of Ameri RF\/ISI(1N NI IMRRR• THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR L TYPE OF INSURANCE ADDL D SUBR VD POLICY NUMBER POLICY EFF POLICY EXP DD LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR XCU & Contractual 6607J451523 9/1/2020 9/11202, EACH OCCURRENCE $ 110003000 DAMAGE TO RENTED PREMISES Ea occurrence)$ 300,000 X MED EXP (Any one arson 59000 PERSONAL & ADV INJURY $ 11000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY Fil YER F LOC GENERAL AGGREGATE $ 21000,000 PRODUCTS - COMP/OP AGG 21000,000 OTHER: $10,000,000 Cap. $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident 11000,000 $ X ANY AUTO OWNED SCHEDULED 8105N811463 9/1/2020 9/1/2021 BODILY INJURY Perperson) $ AUTOS ONLY AUTOS BODILY INJURY Per accident $ X PROPERTY DAMAGE Per accdent $ HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PIP Coverage $ 10,000 B X UMBRELLALIAB X OCCUR EACH OCCURRENCE $ 41000,000 AGGREGATE 41000,000 EXCESS LIAB CLAIMS -MADE CUP7J606758 9/1/2020 9/1/2021 DED X RETENTION$ 10,000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A UB7J455208 9/1/2020 9/1/2021 X R E �STATUTE OT- EERH E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Solicitation No. 204801; Sun-N-Fun Water Park Restoration and Renovation Certificate holder is listed as additional insured including ongoing and completed operations for general liability per CGD246 on a primary & non-contributory basis and automobile liability when required by written contract. Waiver of subrogation applies to general liability, automobile, and workers' compensation for the additional insureds when required by written contract. Umbrella extends over general liability, auto liability, and employer's liability. Cancellation: 30-days' notice of cancellation applies except 10-days for non-payment of premium per policy terms and conditions. CFRTIFICATF NO1 rIFR r:4N(:FI I ATIf1N SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier Count y Board of County Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail East, Bldg C-2 Naples, FL 34112 AUTHORIZED REPRESENTATIVE vldr B...52�.�eco-, ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD