Agenda 07/08/2025 Item #16F 3 (Change Order No. 1, for Purchase Order No. 4500230829 under Agreement No. 21-7919-ST with DeAngelis Diamond Construction, LLC, for construction services for the CLL Behavioral Health Center)7/8/2025
Item # 16.F.3
ID# 2025-2077
Executive Summary
Recommendation to ratify administratively approved Change Order No. 1, adding 10 days to the project time and
utilizing $36,380 of the Owner’s Allowance for Purchase Order No. 4500230829 under Agreement No. 21-7919-ST with
DeAngelis Diamond Construction, LLC, for construction services for the Collier County Behavioral Health Center, and
authorize the Chairman to sign the attached Change Order. (Project No. 50239)
OBJECTIVE: To ratify administratively approved Change Order No. 1 to add 10 days to Agreement No. 21-7919-ST
and utilize $36,380 of the Owner’s Allowance for the GMP Amendment No.1 CMAR Collier County Behavioral Health
Center.
CONSIDERATIONS: On March 14, 2023 (Agenda Item 11.F), the County entered into CMAR Agreement No. 21-
7919-ST with DeAngelis Diamond Construction LLC to provide pre-construction services for the Collier County
Behavioral Health Center. Subsequently, on January 14, 2025 (Agenda Item 10.B), the Board approved the Guaranteed
Maximum Price in the First Amendment to the Agreement for construction services.
Change Order No. 1 extends the substantial completion date by 10 days, moving it to December 26, 2026, and
authorizes the use of $36,380 from the Owner’s Contingency, leaving a remaining balance of $1,210,026 for future
work under Work Directive #1.
Following the Notice to Proceed issued on February 21, 2025, the Construction Manager ("CM") began initial site
clearing activities. However, due to pending Operating Agreement and property conveyance, the CM was unable to
remove the felled vegetation. Subsequent drought conditions and high winds rendered the site a significant fire hazard,
prompting County staff to issue a Work Directive Change to address the public safety concern.
The scope of changed work under Change Order No. 1 includes:
• Remobilization to the site for required sitework and clearing.
• Modification of existing silt fencing to allow for the import of embankment material.
• Construction of temporary access to the site from Golden Gate Parkway.
• Demolition of existing sidewalk and curb to allow installation of an asphalt drive apron and temporary sidewalk
on the newly constructed embankment.
• Flaggers to control traffic during hauling operations.
• Installation of barricades during non-work hours and at project completion to restrict public access to the
construction site.
This approach represented the most cost-effective and immediately actionable solution given that the permanent turn
lane to the project site had not yet been constructed.
Change Order No. 1 was administratively approved by the County’s Procurement Services Division, pursuant to Section
Nineteen, Subsection 3.b of the Procurement Ordinance.
This item is consistent with the Responsible Governance, Quality of Place, and Infrastructure and Asset Management
strategic focus areas of the Collier County Strategic Plan.
FISCAL IMPACT: Funds in the amount of $36,380 are available in the Infrastructure Sales Tax Fund (3018), Project
(50239).
GROWTH MANAGEMENT IMPACT: There is no impact to the current Growth Management Plan standards to
ensure the adequacy and availability of viable public facilities.
LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote for Board
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7/8/2025
Item # 16.F.3
ID# 2025-2077
approval. —SRT
RECOMMENDATIONS: To ratify administratively approved Change Order No. 1, adding 10 days to the project time
and utilizing $36,380 of the Owner’s Allowance for Purchase Order No. 4500230829 under Agreement No. 21-7919-ST
with DeAngelis Diamond Construction, LLC for construction services for the Collier County Behavioral Health Center,
and authorize the Chairman to sign the attached Change Order. (Project No. 50239)
PREPARED BY: Claudia Roncoroni, Project Manager III, Facilities Management Division
ATTACHMENTS:
1. 4500237256_DeAngelis Diamond_CO#1_Add Time_DrawAll CONTINGENT
2. 21-7919-STContract_DeAngelis_FullyExec_20250609145617.142_X
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11Fit
CONSTRUCTION MANAGER AT RISK CONTRACT
BETWEEN
COLLIER COUNTY, FLORIDA
AND
DeAngelis Diamond Construction, Inc.
FOR
RFP# 21-7919-ST
CMAR for Collier County Mental Health Facility"
DATE IAoifch "l l* ZOz
CMAR Agr v2 2022 clean
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TABLE OF CONTENTS
SECTION 1. CONTRACT DOCUMENTS 1
SECTION 2. SCOPE OF WORK 1
SECTION 3. RELATIONSHIP OF PARTIES 3
SECTION 4. CONTRACT AMOUNT 5
SECTION 5. COST OF THE WORK 6
SECTION 6. BONDS 10
SECTION 7. CONTRACT TIME AND LIQUIDATED DAMAGES 12
SECTION 8. EXHIBITS INCORPORATED 13
SECTION 9. NOTICES 14
SECTION 10. MODIFICATION 14
SECTION 11. SUCCESSORS AND ASSIGNS 14
SECTION 12. GOVERNING LAW 15
SECTION 13. NO WAIVER 15
SECTION 14. ENTIRE AGREEMENT 15
SECTION 15. SEVERABILITY 15
SECTION 16. CONSTRUCTION 15
SECTION 17. PUBLIC RECORDS 15
SECTION 18. E-VERIFY 17
EXHIBIT A GENERAL TERMS AND CONDITIONS A-1
1.INTENT OF CONTRACT DOCUMENTS A-1
2.INVESTIGATION AND UTILITIES A-2
3.SCHEDULE A-2
4.PROGRESS PAYMENTS A-3
5.PAYMENTS WITHHELD A-4
6.FINAL PAYMENT A-5
7.SUBMITTALS AND SUBSTITUTIONS A-5
8.PRE-CONSTRUCTION PHASE SERVICES A-7
9.CONSTRUCTION PHASE SERVICES A-8
10. DAILY REPORTS, RECORD CONTRACT DOCUMENTS AND MEETINGS A-13
11. CONTRACT TIME AND TIME EXTENSIONS A-14
12. CHANGES IN THE WORK A-15
13. CLAIMS AND DISPUTES A-16
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CIF ,
14. OTHER WORK A-17
15. INSURANCE A-18
16. WAIVER OF SUBROGATION A-18
17. INDEMNIFICATION A-18
18. CLEANUP AND PROTECTIONS A-18
19. ASSIGNMENT A-19
20. PERMITS, LICENSES AND TAXES A-19
21. TERMINATION FOR DEFAULT A-22
22. TERMINATION FOR CONVENIENCE AND RIGHT OF SUSPENSION A-24
23. COMPLETION A-24
24. WARRANTY A-25
25. TESTS AND INSPECTIONS A-26
26. DEFECTIVE WORK A-27
27. SUPERVISION AND CONSTRUCTION MANAGER'S
REPRESENTATIVE A-29
28. PROTECTION OF WORK A-30
29. EMERGENCIES A-30
30. USE OF PREMISES A-31
31. SAFETY A-31
32. PROJECT MEETINGS A-33
33. MATERIAL SAFETY DATA SHEET A-33
34. AUDITING RIGHTS A-33
35. COMPLIANCE WITH LAWS A-34
36. SUBCONTRACTS A-34
37. MARKET ANALYSIS AND SOLICITATION OF BIDS A-37
38. PARTNERING A-40
39. SECURING AGREEMENT A-40
40. PUBLIC ENTITY CRIMES A-40
41. EQUAL EMPLOYMENT OPPORTUNITY/NON-
DISCRIMINATION/MWBE/LDB AND APPRENTICESHIP PROGRAM A-41
42. CHANGED CONDITIONS A-41
EXHIBIT B SUPPLEMENTAL TERMS AND CONDITIONS B-1
EXHIBIT C FORM OF PAYMENT BOND C-1
EXHIBIT D FORM OF PERFORMANCE BOND D-1
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EXHIBIT E INSURANCE REQUIREMENTS E-1
EXHIBIT F RELEASE AND AFFIDAVIT F-1
EXHIBIT G CONSTRUCTION MANAGER APPLICATION FOR PAYMENT G-1
EXHIBIT H CHANGE ORDER H-1
EXHIBIT I MASTER PROJECT SCHEDULE MILESTONES I-1
EXHIBIT J CONSTRUCTION MANAGER'S STAFFING SCHEDULE J-1
EXHIBIT K GMP AMENDMENT TO AGREEMENT BETWEEN OWNER AND
CONSTRUCTION MANAGER K-1
EXHIBIT L TRUTH-IN-NEGOTIATION CERTIFICATE L-1
EXHIBIT M FINAL PAYMENT CHECKLIST M-1
EXHIBIT N SCOPE OF WORK N-1
EXHIBIT 0 SCHEDULE OF VALUES 0-1
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CONSTRUCTION MANAGER AT RISK AGREEMENT
THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, a
political subdivision of the State of Florida("Owner"),hereby contracts with DeAngelis Diamond
Construction, LLC, whose mailing address is 6635 Willow Park Dr., Naples, Florida 34109
Construction Manager" or "CMAR"), a Florida corporation, to perform all work ("Work") in
connection with the management and construction of that certain construction of RFP# 21-7919-
ST"CMAR for Collier County Mental Health Facility" ("Project"),located at Tract 66,Golden
Gate Estates, Unit No.30, recorded in Plat Book 7, Page 58 of the Public Records of Collier
County, Florida said Work being set forth in the plans and specifications being prepared by RG
Architects, P.A., the Architect and/or Engineer of Record ("Design Professional") and all other
Contract Documents hereafter specified.
Owner and Construction Manager, for the consideration herein set forth, agree as
follows:
Section 1. Contract Documents
A. The Contract Documents consist of this Agreement, the Exhibits described in
Section 8 hereof, and any duly executed and issued addenda, Change Orders, Construction Change
Directives, Field Orders, and amendments relating thereto. Further, the term Contract Documents
shall include all plans and specifications for the construction of the Project ("Construction
Documents") being prepared by Design Professional, but only after said Construction Documents
have been completed by Design Professional and approved in writing by Owner. All of the
foregoing Contract Documents are sometimes referred to herein as the "Contract".
B. Owner shall furnish Construction Manager with one (1) sealed copy and one (1)
reproducible set of the Construction Documents. Any additional copies of Construction
Documents, required by Construction Manager for execution of the Work, shall be made by
Construction Manager from its reproducible set at Construction Manager's sole cost and expense.
The reproducible set of the Construction Documents shall be returned to Owner upon final
acceptance of the Work or termination of the Contract, whichever occurs first. Provided,however,
Owner is furnishing Construction Manager a reproducible set of Construction Documents for
Construction Manager's convenience and such furnishing by Owner shall not be deemed to be a
waiver by Owner or Design Professional of any copyright, patent or license they may have with
respect to the Construction Documents. All such copyrights, patents and licenses hereby being
expressly reserved by Owner and Design Professional.
Section 2. Scope of Work
The Work to be provided by Construction Manager pursuant to this Contract shall be
performed essentially in two phases, as described in Owner's request for proposals for the Work
the "RFP"). Those phases being Pre-Construction Phase Services and Construction Phase
Services. At the discretion of Owner, those two phases may overlap. Further, the Work shall be
performed in accordance with the scope of work attached hereto as Exhibit N and incorporated
herein by reference.
A. Pre-Construction Phase Services. Construction Manager shall review and
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comment upon the Construction Documents being developed by Design Professional. The scope
of that review shall include, but not be limited to, reviewing those various documents for value
engineering and constructability. As the Construction Documents are developed by Design
Professional through the various design phases set forth in the Design Professional Services
Agreement between Design Professional and Owner ("Design Agreement"), Construction
Manager shall provide Owner with detailed construction cost estimates with respect to those
documents. Construction Manager agrees to attend any, and all design and preconstruction
conferences and to otherwise assist and cooperate with Design Professional with respect to the
design of the Project. Construction Manager shall provide all other services during the Pre-
Construction Phase of the Project as set forth in the Contract Documents.
B. Construction Phase Services. After the Construction Documents have been
sufficiently completed by Design Professional and approved by Owner for all of the Work(or such
portions thereof as may be designated by Owner in writing),and Owner and Construction Manager
have agreed in writing upon the guaranteed maximum price to be paid Construction Manager and
the Contract Time for the Work (or designated portions thereof) as hereafter provided,
Construction Manager shall furnish and pay for all management, supervision, financing, labor,
materials, tools, fuel, supplies, utilities, equipment and services of every kind and type necessary
to diligently, timely and fully perform and complete in a good and workmanlike manner the
construction of the Work (or designated portions thereof) in accordance with all of the terms and
conditions of the Contract Documents. Notwithstanding anything herein to the contrary, as and
to the extent expressly directed and authorized by Owner in writing, Construction Manager shall
commence to construct those portions of the Work designated by Owner even though the
guaranteed maximum price and/or Contract Time for the entire Work has not yet been agreed to
by the parties, so long as they have agreed in writing upon the compensation to be paid
Construction Manager and the performance time for such portion of the Work.
Section 3. Relationship of Parties
A. Construction Manager accepts the relationship of trust and confidence established
by this Agreement. Construction Manager covenants with Owner to cooperate with Design
Professional: to utilize Construction Manager's best skill, efforts, and judgment in furthering the
interest of Owner; to furnish efficient business administration and supervision; to furnish at all
times an adequate supply of workers and materials; and to perform the Work in the best way and
the most expeditious and economical manner, consistent with the interests of Owner. Further,
Construction Manager acknowledges that: (i) it has represented to Owner that it has specific
expertise in the planning,management,and construction of projects similar to the nature,character,
and components of this Project, and (ii) such representation is a material inducement to Owner to
enter into this Contract.
B. Wherever the terms of this Contract refer to some action, consent, or approval
excluding approvals of Change Orders, Construction Change Directive, or amendments to the
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Contract)to be provided by Owner or some notice, report or document is to be provided to Owner,
such reference to "Owner" shall mean Owner, Owner's staff, or Owner's designee (to the extent
such designee has been expressly authorized by Owner in writing), unless otherwise stated herein.
C. Owner may utilize the services of a Program Manager to assist it with the
management of the design and construction of the Project. In the event Owner does utilize the
services of a Program Manager with respect to this Project, Owner shall notify Construction
Manager in writing of such decision and the Program Manager shall be deemed to be an Owner
designee as referenced in Paragraph B above. Further, to the extent Construction Manager is
required to name Owner as an additional insured under any insurance policy to be maintained by
Construction Manager pursuant to the terms of the Contract Documents, Construction Manager
shall cause the Program Manager to also be named as an additional insured party under all such
policies. The Program Manager shall be Owner's representative with respect to the Project, with
authority to transmit instructions, receive information, and interpret and define Owner's policies
and decisions with respect to the Work. Owner may utilize the services of a Project Manager or
any representative designated by Owner from time to time ("Owner's Representative") to assist
Owner with the management of the design and construction of the Project. In the event Owner
does utilize the services of a Project Manager or Owner's Representative with respect to this
Project, Owner shall notify Construction Manager in writing of such decision and the Project
Manager or Owner's Representative, as applicable, shall be deemed to be an Owner designee as
referenced in Paragraph B above. Further,to the extent Construction Manager is required to name
Owner as an additional insured under any insurance policy to be maintained by Construction
Manager pursuant to the terms of the Contract Documents, Construction Manager shall cause the
Program Manager or Owner's Representative, as applicable, to also be named as an additional
insured party under all such policies. In the event Owner does utilize the services of a Project
Manager,the Project Manager shall be deemed Owner's Representative with respect to the Project
and is designated to do all things necessary to properly administer the terms and conditions of this
Agreement on behalf of Owner, including, without limitation, transmitting instructions, receiving
and dispensing materials and information relative to the Project, interpreting and defining Owner's
policies and decisions with respect to the Work, and issuing Owner approvals as necessitated
during the Project.
The Project Manager or Owner's Representative, as applicable, will be responsible for the
following tasks as related to the Project:
1. Examine reports, sketches, drawings, estimates, proposals, and other documents
presented by the Construction Manager, for the purpose of issuance of those approvals
necessary to support preparation and submission of invoices by the Construction Manager.
2. Provide instructions, receipt of information, interpretation and definition of
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.
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Notwithstanding anything herein to the contrary, the Project Manager or Owner's Representative,
as applicable, shall be responsible for the review of any Change Orders on behalf of Owner.
Understanding that all Change Orders must be processed in accordance with Collier County
Procurement Ordinance in effect at that time. Any Change Orders with a total sum in excess of
10% of the Board approved contract award, and/or as otherwise mandated pursuant to the
Procurement Ordinance shall require the review and approval of the Board of County
Commissioners of Collier County, Florida.
D. Construction Manager at Risk hereby designates Eric Brackin as its Senior
Project Manager, with full authority to bind and obligate Construction Manager on all matters
arising out of or relating to the Work or the Contract Documents. Construction Manager agrees
that the Project Manager shall devote whatever time is required to satisfactorily manage the Work
and further agrees that the Project Manager shall not be removed or replaced by Construction
Manager without Owner's prior approval, which approval shall not be unreasonably withheld.
Section 4. Contract Amount
In consideration of the full and faithful performance by Construction Manager of the
covenants in this Contract, Owner agrees to pay, or cause to be paid, to Construction Manager the
following amounts (herein "Contract Amount"), in accordance with the terms of this Contract:
ii) Pre-Construction Phase Services. For all Pre-Construction Phase Services, including, but
not limited to, providing value engineering services, reviewing Construction Documents for
constructability, assisting and meeting with Design Professional during the various design phases,
and preparing cost estimates, Construction Manager shall receive the fixed amount of Two
Hundred Seven Thousand Nine Hundred Sixty-Five Dollars ($207,965.00) as the total lump
sum compensation for its services. Monthly installment payment of the total lump sum
compensation shall be based upon the percent completion of the designated portion of the Pre-
Construction Services for each particular month and Owner's receipt of Construction Manager's
written invoice for such payment, said invoice to be in a form reasonably acceptable to Owner.
Any remaining final invoice for completed Pre-Construction Services shall be submitted: (i)
before the GMP Amendment is executed for the entire Work, or the parties fail to reach agreement
on the GMP Amendment and Owner elects to terminate this Contract as provided in section 4.B
hereafter, whichever occurs first.
A. Construction Phase. With respect to the Construction Phase Services to be
provided by Construction Manager hereunder, Owner shall reimburse Construction Manager for
the Cost of the Work (as that term is defined hereafter) and pay Construction Manager a fixed
Construction Management Fee of Four and Seventy-Five Hundredths percent (4.75 %) of the
estimated Cost of the Work, as that estimate is established at the time the GMP is initially set by
the parties. The Construction Management Fee shall be Construction Manager's total
compensation for all overhead not reimbursable as Cost of the Work under Section S.A. below, as
well as Construction Manager's total profit for Construction Phase Services. Construction
Manager agrees to provide Owner with a guaranteed maximum price proposal for the total sum of
the Construction Management Fee plus the Cost of the Work within 60 days after the
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Construction Documents in Owner's opinion are sufficiently completed by Design Professional
and approved in writing by Owner. The guaranteed maximum price proposal shall be based upon
the previous cost estimates provided by Construction Manager as required hereunder. Further, the
proposal shall be broken down into the categories and level of detail required by Owner.
Construction Manager agrees that all of its books,records and files,with respect to its development
of the guaranteed maximum price proposal, shall be open to Owner for review and copying. The
final guaranteed maximum price shall be mutually agreed upon by Owner and Construction
Manager and shall be set forth in the GMP Amendment("GMP"). The form for GMP Amendment
is attached hereto as Exhibit K. Construction Manager shall provide a detailed breakdown
acceptable to Owner of its guaranteed maximum price proposal, as well as for the GMP. For each
line item in the GMP, Construction Manager shall develop and maintain a written report which
identifies and explains all variances and deviations from the bid amount originally submitted for
that line item, to the final line item price incorporated into the GMP. Construction Manager
guarantees that in no event shall the Construction Management Fee and the total Cost of the Work
exceed the GMP, as the GMP may be adjusted pursuant to the terms herein for Change Orders and
Construction Change Directives. In the event Construction Manager and Owner fail to reach an
agreement on the GMP, Owner may elect to terminate this Contract. In the event of any such
termination, Construction Manager shall be entitled to receive that portion of the Contract Amount
attributable to the Pre-Construction Phase Services earned through the date of termination plus that
portion of any earned compensation associated with any Construction Phase Services provided, to
the extent such services were expressly approved in advance and in writing by Owner; but
Construction Manager shall not be entitled to any further or additional compensation from Owner,
including but not limited to damages or lost profits on portions of the Work not performed.
Section 5. Cost of the Work
A. Costs to be Reimbursed. The term Cost of the Work shall mean all costs
necessarily and reasonably incurred by Construction Manager in the proper performance of the
Construction Phase Services portion of the Work. Such costs shall be at rates not higher than the
standard paid at the place of the Project except with the prior written consent of Owner only after
Construction Manager has provided sufficient support in writing that exceptional circumstances
exist, which justify the payment of rates higher than the standard. The Cost of the Work shall
include only those items set forth below in this subsection A:
1.Labor Costs.
a.Wages of construction workers directly employed by Construction
Manager to perform the construction of the Work at the Project site
or, with Owner's written agreement, at off-site workshops. Costs to
be reimbursed will be the actual wages paid to the individuals
performing the work.
b.Wages or salaries of Construction Manager's supervisory and
administrative personnel who are stationed at the Project site with
Owner's written agreement.
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c.Wages and salaries of Construction Manager's supervisory and
administrative personnel engaged at factories, workshops or on the
road in expediting the production or transportation of materials or
equipment required for the Work, but only for that portion of their
time required for the Work and only with Owner's written
agreement as in subsection Alb above.
2.Subcontract Costs. Payments made by Construction Manager to
subcontractors and for professional consulting services in accordance with
the requirements of the applicable written subcontracts.
3.Cost of Materials and Equipment Incorporated into the Completed
Construction.
a.Costs, including transportation, of materials and equipment
incorporated or to be incorporated in the completed construction.
b.Costs of materials described in subsection A.3.a, above, in excess of
those actually installed but required to provide reasonable allowance
for waste and for spoilage. Unused excess materials, if any, shall be
handed over to Owner at the completion of the Work or, at Owner's
option, shall be sold by Construction Manager; amounts realized, if
any, from such sales, shall be credited to Owner as a deduction from
the Costs of the Work.
4.Costs of other materials and equipment, temporary facilities, and
related items.
a.Costs, including transportation, installation, maintenance,
dismantling and removal, of materials, supplies,temporary facilities
including project field offices, furniture and fixtures), temporary
utilities, machinery, equipment, and hand tools not customarily
owned by the construction workers, which are provided by
Construction Manager at the Project site and fully consumed in the
performance of the Work; and costs less salvage value on such items
if not fully consumed, whether sold to others or retained by
Construction Manager.
b.Rental charges, at standard industry rates for the area, for temporary
facilities, machinery, equipment, and hand tools not customarily
owned by the construction workers, which are provided by
Construction Manager at the Project site, whether rented from
Construction Manager or others, and costs of transportation,
installation, minor repairs and replacements, dismantling and
removal thereof. Rates and quantities of all equipment rented,
whether from Construction Manager or others, shall be subject to
Owner's prior written approval.
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c.Cost of removal and proper disposal of debris from the Project site.
d.Costs of postage and parcel delivery charges, internet and telephone
service at the Project site, and reasonable petty cash expenses of the
Project site office.
e.That portion of the reasonable travel and subsistence expenses of
Construction Manager's personnel, assigned to the Project site,
incurred while traveling outside of the Collier County area in
discharge of duties connected with the Work, provided all of such
expenses and charges shall be subject to the prior written approval
of Owner and Section 112.061 of the Florida Statutes governing
payments by the State for travel expenses.
5.Miscellaneous Costs.
a.That portion of any separate premiums for (i) bonds directly
attributable to this Contract and (ii) any additional insurance
coverages which are purchased by Construction Manager, with
Owner's prior written approval, beyond the level of coverage
specified herein.
b.Sales, use or similar taxes imposed by a governmental authority
which are related to the Work and for which Construction Manager
is liable.
c.Fees and assessments for the building permit and for other permits,
licenses and inspections for which Construction Manager is required
by the Contract Documents to pay.
d.Fees of testing laboratories for tests required by the Contract
Documents, except those related to defective or nonconforming
Work for which reimbursement is excluded pursuant to the terms of
this Contract.
e.Royalties and license fees paid for the use of a particular design,
process or product required by the Contract Documents.
f.Deposits lost for causes other than Construction Manager's fault or
negligence.
g.Legal,mediation and arbitration costs, other than those arising from
disputes between Owner and Construction Manager, reasonably
incurred by Construction Manager in performance of the Work and
with Owner's prior written consent, said consent to be given or
denied in Owner's sole discretion.
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h.Costs reasonably incurred in repairing or correcting damage or
nonconforming Work executed by Construction Manager, or its
subcontractors or suppliers, provided that such damage or
nonconforming Work was not caused by(i)the negligence or failure
to fulfill a specific responsibility of Construction Manager to Owner
set forth in the Contract Documents, or (ii) Construction Manager's
foremen, engineers, superintendents or other supervisory,
administrative or managerial personnel, or (iii) the failure of
Construction Manager's personnel to supervise adequately those
portions of the Work to be performed by Construction Manager's
subcontractors or suppliers, and only to the extent that the cost of
repair or correction is not recoverable by Construction Manager
from (i) insurance or bonds, (ii) any of the subcontractors or
suppliers, or (iii) some other appropriate source.
6.Other Costs. Other costs incurred in performance of the Work if and to the
extent approved in advance in writing by Owner.
B. Costs Not To Be Reimbursed. The Cost of the Work shall not include the
following items:
1.Salaries and other compensation of Construction Manager's personnel
stationed at Construction Manager's principal office or offices other than
the Project site office.
2.Expenses of Construction Manager's principal office and offices other than
the Project site office.
3.Overhead and general expenses, except as may be expressly included in
subsection A above.
4.Construction Manager's capital expenses, including interest on
Construction Manager's capital employed for the Work.
5.Rental costs of machinery and equipment, except as specifically provided
in subsection A.4.b above.
6.Except as expressly provided in subsection A.5.h. above, costs due to the
fault or negligence of Construction Manager, subcontractors, anyone
directly or indirectly employed by any of them, or for whose acts any of
them may be liable, including, but not limited to, costs for the correction of
damaged, defective, or nonconforming Work, disposal and replacement of
materials and equipment incorrectly ordered or supplied, and making good
damage to property not forming part of the Work.
7.Any costs not specifically and expressly described in subsection A above.
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8.Costs which would cause the GMP to be exceeded (as the GMP may be
adjusted pursuant to the terms herein for Change Order and Construction
Change Directive).
C. Discounts, Rebates and Refunds.
1.Cash discounts obtained on payments made by Construction Manager shall
accrue to Owner if(i) before making the payment, Construction Manager
included them in an application for payment and received payment therefor
from Owner, or (ii) Owner has deposited funds with Construction Manager
with which to make payments; otherwise, cash discounts shall accrue to
Construction Manager. Trade discounts, rebates, refunds and amounts
received from sales of surplus materials and equipment shall accrue to
Owner, and Construction Manager shall make provisions so that they can
be secured.
2.Amounts which accrued to Owner in accordance with the provisions of
subsection C.1. above shall be credited to Owner as a deduction from the
Cost of the Work.
Section 6. Bonds
A. Within ten (10) business days after the GMP is agreed to by Owner and
Construction Manager, Construction Manager shall provide Owner with Performance and
Payment Bonds, in the form prescribed in Exhibits C and D, in the amount of 100% of the total
sum of the GMP, the costs of which are to be paid by Construction Manager. The Performance
and Payment Bonds must comply with the following provisions and must be otherwise acceptable
to Owner:
1.The Bonds must be underwritten by a surety company which has 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 surplus and
capital required by the Florida Insurance Code at the time the invitation to
bid is issued.
5.The Bonds must be fully performable in Florida, with service and venue in
Collier County, Florida.
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II Flu
6.If the GMP exceeds $500,000.00, the surety company shall also comply
with the following provisions:
a.The surety company shall have at least the following minimum
ratings in the latest issue of Best's Key Rating Guide:
REQUIRED
POLICYHOLDER'S FINANCIAL
CONTRACT RATING RATING
500,000 to 1,000,000 A CLASS IV
1,000,000 to 2,500,000 A CLASS V
2,500,000 to 5,000,000 A CLASS VI
5,000,000 to 10,000,000 A CLASS VII
10,000,000 to 25,000,000 A CLASS VIII
25,000,000 to 50,000,000 A CLASS IX
50,000,000 to 75,000,000 A CLASS X
b.The surety company shall not expose itself to any loss on any one
risk in an amount exceeding ten (10) percent of its surplus to
policyholders, provided:
1) 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.
2) In the case of a surety insurance company, in addition to the
deduction for reinsurance, the amount assumed by any co-
surety, the value of any surety deposited, pledged or held
subject to the consent of the surety and for the protection of
the surety shall be deducted.
B. If the surety 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 five (5)
calendar days thereafter, substitute another bond and surety, both of which shall be subject to the
minimum requirements noted above and Owner's approval.
C. In accordance with the requirements of Section 255.05(1)(a), Florida Statutes,
Construction Manager shall record within 5 days in the Public Records of Collier County, Florida,
a copy of the Performance and Payment Bonds. Construction Manager shall deliver within 10 days
to Owner evidence, reasonably acceptable to Owner, of the recording of said Bonds. The delivery
of such evidence is a condition precedent to Owner's obligation to make any progress payments
to Construction Manager hereunder.
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11Fw
Section 7. Contract Time and Liquidated Damages
A. Time is of the essence in the performance of the Work under this Contract. The
Pre-Construction Commencement Date" shall be established in a Notice to Proceed to be issued
by Owner. Construction Manager shall commence the Pre-Construction Phase Services portion
of the Work within five (5) calendar days after the Pre-Construction Phase Commencement Date.
Any Work performed by Construction Manager prior to the Pre-Construction Phase
Commencement Date shall be at the sole risk of Construction Manager. The "Construction Phase
Commencement Date" shall be established in the GMP Amendment. Construction Manager shall
commence the Construction Phase Services portion of the Work within five (5) calendar days after
the Construction Phase Commencement Date, which shall be established in a Construction Phase
Commencement Notice to Proceed to be issued by Owner. No portion of the Work, with respect
to the Construction Phase Services to be provided hereunder, shall be performed prior to the
Construction Phase Commencement Notice to Proceed, unless expressly approved in advance by
Owner in writing. The total period of time beginning with the Construction Phase Commencement
Date and ending on the date of Substantial Completion of the Work is referred to hereafter as the
Contract Time". The Contract Time is set forth with more specificity in Paragraph B below.
B. Because the Work is to be completed in two phases, the timely completion of the
first phase is critical to the timely completion of the second phase and, therefore, completion of
the entire Project. Accordingly, Construction Manager agrees to provide the Pre-Construction
Phase Services in accordance with the design schedule established pursuant to the terms of the
Design Agreement. With respect to the Construction Phase Services, the GMP Amendment shall
include the date that portion of the Work associated with the Construction Phase Services must be
substantially completed by Construction Manager. That Substantial Completion date shall be
established in terms of calendar days after the Construction Phase Commencement Date. In the
event Construction Manager and Owner fail to reach an agreement on the Contract Time and the
Substantial Completion date, Owner may elect to terminate this Contract. In the event of any such
termination, Construction Manager shall be entitled to receive that portion of the Contract Amount
attributable to the Pre-Construction Phase Services earned to the date of termination plus that
portion of any earned compensation associated with any Construction Phase Services provided, to
the extent such services were expressly approved in advance and in writing by Owner; but
Construction Manager shall not be entitled to any further or additional compensation from Owner,
including but not limited to damages or lost profits on portions of the Work not performed.
Substantial Completion of the Work shall be achieved when the Work has been completed to the
point where Owner can occupy or utilize the Work for its intended purpose. Design Professional
shall certify the date Substantial Completion of the Work is achieved. If Owner has designated
portions of the Work to be turned over to Owner prior to Substantial Completion of the entire
Work, Design Professional shall certify the date as to when Substantial Completion of such
designated portions of the Work have been achieved. The entire Work shall be fully completed
and ready for final acceptance by Owner within sixty (60) calendar days after the Substantial
Completion date, or within sixty (60) calendar days after Construction Manager's receipt of the
punch list, whichever date occurs last.
C. Owner and Construction Manager recognize that, since time is of the essence for
this Contract, Owner will suffer financial loss if the Work associated with the Construction
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1 1 F.
Phase is not substantially completed within the time specified in the GMP Amendment, as said
time may be adjusted as provided for herein. In such event,the total amount of Owner's damages,
will be difficult, if not impossible, to definitely ascertain and quantify, because this is a public
construction project that will, when completed, benefit the public and enhance the delivery of
valuable services to the public, in Collier County, Florida. It is hereby agreed that it is appropriate
and fair that Owner receive liquidated damages from Construction Manager, if Construction
Manager fails to achieve Substantial Completion of the Work within the required Contract Time.
Should Construction Manager fail to substantially complete the Work within the required time
period, Owner shall be entitled to assess, as liquidated damages, but not as a penalty, that sum
specified in the GMP Amendment for each calendar day thereafter until Substantial Completion is
achieved. Construction Manager hereby expressly waives and relinquishes any right which it may
have to seek to characterize the above noted liquidated damages as a penalty, which the parties
agree represents a fair and reasonable estimate of Owner's actual damages at the time of
contracting if Construction Manager fails to substantially complete the Work in a timely manner.
D. When any period of time is referenced by days herein, it shall be computed to
exclude the first day and include the last day of such period. If the last day of any such period falls
on a Saturday or Sunday or on a day made a legal holiday by the laws of Florida, such day shall
be omitted from the computation, and the last day shall become the next succeeding day which is
not a Saturday, Sunday or legal holiday. The term "business day" as used herein shall mean all
days of the week excluding Saturdays, Sundays and all legal holidays observed by Owner.
Section 8. Exhibits Incorporated
The following documents are expressly agreed to be incorporated by reference and made
a part of this Agreement.
Exhibit A: General Terms and Conditions
Exhibit B: Supplemental Terms and Conditions
Exhibit C: Form of Payment Bond
Exhibit D: Form of Performance Bond
Exhibit E: Insurance Requirements
Exhibit F: Form of Release and Affidavit
Exhibit G: Form of Construction Manager Application for Payment
Exhibit H: Form of Change Order
Exhibit I:Master Project Schedule Milestones
Exhibit J: Construction Manager's Staffing Schedule
Exhibit K: GMP Amendment to Agreement Between Owner and Construction
Manager
Exhibit L: Truth-In-Negotiation Certificate
Exhibit M: Final Payment Checklist
Exhibit N: Scope of Work
Exhibit 0: Schedule of Values
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1 1 F 4
Section 9. Notices
A. All notices required or made pursuant to this Contract by Construction Manager to
Owner shall be in writing and may be given either (i) by mailing same by United States mail with
proper postage affixed thereto, certified, return receipt requested, or (ii) by sending same by
Federal Express, UPS or other nationally recognized mail or package delivery service, or (iii) by
hand delivery to the appropriate address as herein provided. Notices required hereunder shall be
directed to the following address:
COLLIER COUNTY
Facilities Management Division
3335 Tamiami Trail, East
Naples, Florida 34112
ATTENTION: Claudia Roncoroni, Project Manager
Email and Phone: Claudia.Roncoroni@colliercountyfl.gov/ (239) 877-8274- Cell
B. All notices required or made pursuant to this Contract by Owner to Construction
Manager shall be made in writing and may be given either (i) by mailing same by United States
mail with proper postage affixed thereto, certified, return receipt requested, or(ii)by sending same
by Federal Express, UPS or other nationally recognized mail or package delivery service, or (iii)
by hand delivery to the appropriate address as herein provided. Notices required hereunder shall
be directed to the following address:
DeAngelis Diamond Construction, LLC
6635 Willow Park Drive
Naples, Florida 34109
ATTENTION: Reggie Morgan, Chief Operating Officer
Email and Phone: Reggiem@deangelisdiamond.com; (239)-571-0503
Additional Preconstruction/Construction Team Members:
Eric Brackin, Senior Project Manager/(239)/ ericb@deangelisdiamond.com
Kelly Pope, Project Manager/(239) 293-8360/kellyp@deangelisdiamond.com
Either party may change its above noted address by giving written notice to the other party in
accordance with the requirements of this Section.
Section 10. Modification
No modification or amendment to the Contract shall be valid or binding upon the parties
unless in writing and executed by the party or parties intended to be bound by it.
Section 11. Successors and Assigns
Subject to other provisions hereof, the Contract shall be binding upon and shall inure to
the benefit of the successors and assigns of the parties to the Contract.
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1 1 F1
Section 12. Governing Law
The Contract shall be interpreted under and its performance governed by the laws of the
State of Florida.
Section 13. No Waiver
The failure of Owner to enforce at any time or for any period of time any one or more of
the provisions of the Contract shall not be construed to be and shall not be a waiver of any such
provision or provisions or of its right thereafter to enforce each and every such provision.
Section 14. Entire Agreement
Each of the parties hereto agrees and represents that the Contract comprises the full and
entire agreement between the parties affecting the Work contemplated, and no other agreement or
understanding of any nature concerning the same has been entered into or will be recognized, and
that all negotiations, acts, work performed, or payments made prior to the execution hereof shall
be deemed merged in, integrated, and superseded by the Contract.
Section 15. Severability
Should any provision of the Contract be determined by a court to be unenforceable, such a
determination shall not affect the validity or enforceability of any other section or part thereof.
Section 16. Construction
Unless the context of this Contract otherwise clearly requires, references to the plural
include the singular, references to the singular include the plural. The term "including" is not
limiting, and the terms "hereof', "herein", "hereunder", and similar terms in this Contract refer to
this Contract as a whole and not to any particular provision of this Contract, unless stated
otherwise. Additionally, the parties hereto acknowledge that they have carefully reviewed this
Contract and have had the opportunity to be advised by counsel of their choosing with respect
thereto, and that they understand its contents and agree that this Contract shall not be construed
more strongly against any party hereto, regardless of who is responsible for its preparation.
Section 17. 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 Contract 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
15
127025798.5
Page 2910 of 4096
1 1F
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
Division of Communications, Government and Public Affairs
3299 Tamiami Trail East, Suite 102
Naples, FL 34112-5746
Telephone: (239) 252-8999
Email: PublicRecordRequest(a,colliercountyfl.gov
The Construction Manager must specifically comply with the Florida Public Records
Law to:
1. Keep and maintain public records required by the public agency to perform the
service.
2. Upon request from the public agency's custodian of public records, provide the
public agency with a copy of the requested records or allow the records to be inspected
or copied within a reasonable time at a cost that does not exceed the cost provided in
this chapter or as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the
duration of the contract term and following completion of the contract if the
Construction Manager does not transfer the records to the public agency.
4. Upon completion of the Contract,transfer, at no cost,to the public agency all public
records in possession of the Construction Manager or keep and maintain public records
required by the public agency to perform the service. If the Construction Manager
transfers all public records to the public agency upon completion of the Contract, the
Construction Manager shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the
Construction Manager keeps and maintains public records upon completion of the
Contract,the Construction Manager shall meet all applicable requirements for retaining
public records. All records stored electronically must be provided to the public agency,
upon request from the public agency's custodian of public records, in a format that is
compatible with the information technology systems of the public agency.
If the Construction Manager refuses to allow public access to all documents, papers,
letters, or other material subject to the provisions of Chapter 119, Florida Statutes, and
made or received by the Construction Manager in conjunction with this Contract, 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,
16
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Page 2911 of 4096
i 111
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 continuing
obligations hereunder.
Section 18. E-Verify
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 Contract.
Immigration and E-Verify: By executing and entering into this Contract,the Construction
Manager is formally acknowledging without exception or stipulation that it is fully responsible for
complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8
U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the
Construction Manager to comply with the laws referenced herein shall constitute a breach of this
Contract and the Owner shall have the discretion to unilaterally terminate this Contract
immediately.
Statutes and executive orders require employers to abide by the immigration laws of the
United States and to employ only individuals who are eligible to work in the United States
including the requirements set forth in Florida Statute, §448.095.
The Employment Eligibility Verification System (E-Verify) operated by the Department
of Homeland Security (DHS) in partnership with the Social Security Administration (SSA),
provides an Internet-based means of verifying employment eligibility of workers in the United
States; it is not a substitute for any other employment eligibility verification requirements. The
program is to be used for formal Invitations to Bid ("ITB") and Request for Proposals ("RFP")
including professional services and construction services.
The only exceptions to the program:
Commodity based procurement where no services are provided.
Where the requirement for the affidavit is waived by the Board of County
Commissioners.
Contractors / Bidders are required to enroll in the E-Verify program, and provide
acceptable evidence of their enrollment, at the time of the submission of the Contractor's/bidder's
proposal. Acceptable evidence consists of a copy of the properly completed E-Verify Company
Profile page or a copy of the fully executed E-Verify Memorandum of Understanding for the
company. The Construction Manager is also required to provide the Collier County Procurement
Services Division an executed affidavit certifying that it shall comply with the E-Verify Program.
17
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411)Page 2912 of 4096
1 1Fag
Additionally, the Construction Manager shall require all subcontracted contractors to use
the E-Verify system for all purchases not covered under the "Exceptions to the program" clause
above.
For additional information regarding the Employment Eligibility Verification System (E-
Verify) program visit the following website: http://www.dhs.gov/E-Verify. It shall be the
Construction Manager's responsibility to familiarize themselves with all rules and regulations
governing this program.
Construction Manager acknowledges, and without exception or stipulation, any firm(s)
receiving an award shall be fully responsible for complying with the provisions of the Immigration
Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating
thereto, as either may be amended and with the provisions contained herein. Failure by the
Construction Manager to comply with the laws referenced herein shall constitute a breach of the
Contract and the Owner shall have the discretion to unilaterally terminate said Contract
immediately.
REMAINDER OF PAGE LEFT BLANK]
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1 1 F I
IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized
person or agent, have executed this Agreement on the date and year first written above.
ATTEST:
Crystal K. Kinzel, Clerk of the Circuit OWNER:
Court and Comptroller
Board of County Commissioners, Collier County,
Florida, a political subdivision of the State of
Florida
ij2Je"'By: Mija"\ -----../ By:
Rick LoCastro, Chairman
Dated: IV7_2‘J
SEAL) fi
Attest as to Chairman's
signature only ..
CONSTRUCTION MANAGER'S CONSTRUCTION MANAGER:
WITNESSES:
DeAngelis Diamond Con ction,LLC:
Piet a' rad vz-ld
First Witness
Clil%'• By.
Type/print witness name rant Na
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Title: Vl.)Aj-h IL
Second Witness
ikttA,E V} C-Caii-
Type/print witness name
ved as to F rm and Legality:p
cott T ach
4(.44.A._
Deputy County Attorney
127025798.5 Pas
Page 2914 of 4096
1 1 F
EXHIBIT A
GENERAL TERMS AND CONDITIONS
1. INTENT OF CONTRACT DOCUMENTS
1.1 It is the intent of the Contract Documents to describe a functionally complete project(or
portion thereof)to be constructed in accordance with the Contract Documents. Any work,materials
or equipment that may reasonably be inferred from the Contract Documents as being required to
produce the intended result shall be supplied whether or not specifically called for in the Contract
Documents. If the Contract Documents include words or terms that have a generally accepted
technical or industry meaning, then such words or terms shall be interpreted to have such standard
meaning unless otherwise expressly noted in the Contract Documents. Reference to standard
specifications, manuals or codes of any technical society, organization or association or to the laws
or regulations of any governmental authority having jurisdiction over the Project, whether such
reference be specific or by implication, shall mean the latest standard specification, manual, code,
law or regulation in affect at the time the Work is performed, except as may be otherwise
specifically stated herein. Provided,however, in the event the standard specification,manual, code,
law or regulation is changed after the GMP Amendment has been executed by the parties,
Construction Manager shall be entitled to a Change Order equitably adjusting the Contract Amount
and/or Contract Time to the extent such change materially impacts the Contract Time and/or
Contract Amount.
1.2 If during the performance of the Work Construction Manager discovers a conflict, error
or discrepancy in the Contract Documents, Construction Manager immediately shall report same to
Design Professional in writing, and before proceeding with the Work affected thereby, shall obtain
a written interpretation or clarification from Design Professional. Prior to commencing each portion
of the Work, Construction Manager shall first take all necessary field measurements and verify the
applicable field conditions. After taking such measurements and verifying such conditions,
Construction Manager shall carefully compare such measurements and conditions with the
requirements of the Contract Documents, taking into consideration all other relevant information
known to Construction Manager, for the purpose of identifying and bringing to Owner's attention
all conflicts or discrepancies with the Contract Documents.
1.3 Drawings are intended to show general arrangements, design and extent of Work and
are not intended to serve as shop drawings. Specifications are separated into divisions for
convenience of reference only and shall not be interpreted as establishing divisions for the Work,
trades, subcontracts or extent of any part of the Work. In the event of a discrepancy between or
among the drawings, specifications or other Contract Document provisions, Construction Manager
shall be required to comply with the provision which is the more restrictive or stringent requirement
upon Construction Manager, as determined by Owner. Unless otherwise specifically mentioned,
all anchors, bolts, screws, fittings, fillers, hardware, accessories, trim and other parts required in
connection with any portion of the Work to make a complete, serviceable, finished and first quality
installation shall be furnished and installed as part of the Work, whether or not called for by the
Contract Documents.
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1 1F
2. INVESTIGATION AND UTILITIES
2.1 Construction Manager shall have the sole responsibility of satisfying itself concerning
the nature and location of the Work and the general and local conditions, and particularly, but
without limitation, with respect to the following: those affecting transportation, access, legal
disposal, handling and storage of materials; availability and quality of labor; water and electric
power; availability and condition of roads; work area; living facilities; climatic conditions and
seasons;physical conditions at the work-site and the Project area as a whole;topography and ground
surface conditions; nature and quantity of the surface materials to be encountered; subsurface
conditions; equipment and facilities needed preliminary to and during performance of the Work;
and all other costs associated with such performance. The failure of Construction Manager to
acquaint itself with any applicable conditions shall not relieve Construction Manager from any of
its responsibilities to perform under the Contract Documents, nor shall it be considered the basis
for any claim for additional time or compensation.
2.2 Construction Manager shall locate all existing roadways, railways, drainage facilities
and utility services above, upon, or under the Project site, said roadways, railways, drainage
facilities and utilities being referred to in this Section 2 as the "Utilities". Construction Manager
shall contact the owners of all Utilities to determine the necessity for relocating or temporarily
interrupting any Utilities during the construction of the Project. Construction Manager shall
schedule and coordinate its Work around any such relocation or temporary service interruption.
Construction Manager shall be responsible for properly shoring, supporting, and protecting all
Utilities at all times during the course of the Work.
2.3 If during the performance of the Work,Construction Manager or any subcontractor, sub-
subcontractor, agent, employee or anyone else for whom Construction Manager is legally liable,
causes a disruption to any Utilities service to other facilities or customers within the Project area,
Construction Manager shall take all actions necessary and required to immediately restore such
Utilities service. If Construction Manager fails to take such immediate actions Owner shall have
the right to take whatever actions it deems necessary and required to immediately restore the
disrupted services, and all costs incurred by Owner as a result thereof shall be reimbursed to Owner
by Construction Manager within five (5) business days of written demand for same from Owner.
3. SCHEDULE.
3.1 Construction Manager shall prepare and provide the various schedules set forth in
Exhibit B to the Agreement. Said schedules shall include but not be limited to an overall progress
schedule for the Project which not only includes the Pre-Construction Phase and Construction Phase
Services to be provided by Construction Manager hereunder, but also shall include Design
Professional's performance schedules ("Master Project Schedule").
3.2 The Master Project Schedule and all other schedules required hereunder shall be updated
by Construction Manager as often as is specified in Exhibit B to the Agreement. The Master Project
Schedule and all updates to it shall be subject to Owner's and Design Professional's review and
comment. Construction Manager's submittal of a satisfactory Master
A-2
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11F
Project Schedule and updates thereto and Owner's acceptance of same shall be a condition
precedent to Owner's obligation to pay Construction Manager.
4. PROGRESS PAYMENTS.
4.1 Construction Manager's monthly Applications for Payment shall be in such form and
contain such detail and backup as Owner reasonably may require. The first Application for Payment
shall be submitted no earlier than thirty (30)days after the Pre- Construction Phase Commencement
Date and shall be submitted each month to the Design Professional along with a completed and
notarized copy of the Application for Payment form attached to the Agreement as Exhibit G.
Payment to the Construction Manager for the Pre-Construction Phase services shall be based upon
the verified completion of the percentage of deliverables on the Project as more specifically
identified in Exhibit N, Task 3.
4.2 At the time it submits its GMP proposal to Owner, Construction Manager also shall
submit to Owner and Design Professional, for their review, a Schedule of Values based upon the
GMP proposal; all in C.S.I. format, listing the major elements of the Work and the dollar value for
each element. The Schedule of Values, as further revised to reflect the final negotiated GMP
amount and as approved by Owner, will be attached to the GMP Amendment, and shall be used as
the basis for Construction Manager's monthly Applications for Payment thereafter. The Schedule
of Values shall be updated for any current Change Orders and Construction Change Directives and
submitted each month to the Design Professional along with a completed and notarized copy of the
Application for Payment form attached to the Agreement as Exhibit G.
4.3 If payment is requested on the basis of materials and equipment not incorporated into
the Project, but delivered and suitably stored at the site, the Application for Payment shall also be
accompanied by a bill of sale, invoice or other documentation warranting that Owner has received
the materials and equipment free and clear of all liens,charges,security interests and encumbrances,
together with evidence that the materials and equipment are covered by appropriate property
insurance and other arrangements to protect Owner's interest therein, all of which shall be subject
to Owner's satisfaction. Owner has the discretion whether or not to pay for such unincorporated
materials.
4.4 Construction Manager shall submit its monthly Application for Payment to Design
Professional on or before the 25th day of each month for Work performed during the previous
month. Invoices received after the 25th day of each month shall be considered for payment as part
of the next month's application. Within seven (7) calendar days after receipt of each Application
for Payment, Design Professional shall submit to Owner a Certificate for Payment in the amount
recommended by Design Professional as being due and owing Construction Manager. Owner shall
pay Construction Manager that portion of Design Professional's Certificate for Payment which
Owner approves as being due and owing Construction Manager within twenty-five (25) calendar
days of Owner's receipt of the Certificate for Payment.
4.5 Owner shall withhold retainage on the gross amount of each monthly progress payment
in the amount of five percent(5%),as permitted by Section 218.735,Florida Statutes. The foregoing
does not prohibit Owner from withholding retainage at a rate less than five percent (5%) of each
monthly progress payment as otherwise allowable under Section 218.735, Florida Statutes. Any
reduction in retainage below the maximum amount set forth in Section 218.735, Florida Statutes,
shall be at the sole discretion of the Owner. Such retainage shall be accumulated and not released
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to Contractor until final payment is due unless otherwise agreed to by the Owner in accordance with
Section 255.077, Florida Statutes. Any interest earned on retainage shall accrue to the benefit of
the Owner. Provided, however, nothing in this Section 4.5 shall preclude or limit the Owner's right
to withhold payment as otherwise permitted by the terms of the Contract Documents or as permittedbylaw.
4.6 Monthly payments to Construction Manager shall in no way imply approval or
acceptance of Construction Manager's work.
4.7 Each Application for Payment shall be accompanied by a Release and Affidavit, in the
form attached to the Agreement as Exhibit F, showing that all materials, labor, equipment and other
bills associated with that portion of the Work payment is being requested on have been paid in full
through the previous month's Application for Payment. Additionally, Construction Manager shall
provide appropriate waivers and releases of lien/claims against the bonds from all subcontractors
and suppliers. Owner shall not be required to make payment until and unless these affidavits are
furnished by Construction Manager. Further, if Construction Manager is withholding any portion
of a payment to any subcontractor for any labor, services, or materials for which Owner has paid
Construction Manager, Construction Manager agrees to refund such money to Owner.
5. PAYMENTS WITHHELD
5.1 Design Professional shall review each Application for Payment submitted by
Construction Manager and shall make recommendations to Owner as to the proper amounts, if any,
which may be owed Construction Manager under the Application for Payment. Design
Professional's payment recommendation shall be evidenced by a Certificate for Payment issued by
Design Professional to Owner. All Certificates for Payment are subject to Owner's review and
approval. Both Design Professional and Owner shall have the right to refuse to certify or approve
for payment any amounts,or portions thereof,requested by Construction Manager in an Application
for Payment, or rescind any amount previously certified and approved in a Certificate for Payment,
and Owner may withhold any payments otherwise due Construction Manager under this Contract
or any other agreement between Owner and Construction Manager, to the extent it is reasonably
necessary, to protect Owner from any expense, cost or loss attributable to: (a)defective or deficient
Work not properly remedied in accordance with the terms of the Contract Documents; (b)the filing
or reasonable evidence indicating the probable filing of third party claims against Owner
attributable to the fault or neglect of Construction Manager; (c) Construction Manager's failure
to make timely and proper payments to all subcontractors and suppliers; (d) reasonable evidence
that the remaining Work cannot be completed for the unpaid Contract Amount balance; (e)
reasonable evidence indicating that the remaining Work cannot be completed within the remaining
Contract Time; (f) Construction Manager's failure to satisfactorily prosecute the Work in
accordance with the requirements of the Contract Documents; or (g) any other material breach of
the requirements of the Contract Documents by Construction Manager. Owner shall have the right,
but not the obligation, to take any corrective action Owner deems appropriate to cure any of the
above noted items, at Construction Manager's expense, if such items are not cured by Construction
Manager to Owner's reasonable satisfaction within three (3) days after Construction Manager's
receipt of written notice from Owner.
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6. FINAL PAYMENT
6.1 Owner shall make final payment to Construction Manager within sixty (60) calendardaysaftertheWorkisfinallyacceptedbyOwnerinaccordancewithParagraph23.2 herein,
provided that Construction Manager first, and as an explicit condition precedent to the accrual of
Construction Manager's right to final payment, shall have furnished Owner with a properly
executed and notarized final release (conditioned only upon receipt of final payment) in the form
of the Release and Affidavit attached to the Agreement as Exhibit F, as well as, a duly executed
checklist in the form of the Final Payment Checklist attached to the Agreement as Exhibit M, copyofthesurety's consent to final payment, appropriate waivers and releases of lien/claims against the
bonds from all subcontractors and suppliers, and such other documentation that may be requiredbytheContractDocumentsorOwner.
6.2 Construction Manager's acceptance of final payment shall constitute a full waiver of
any and all claims by Construction Manager against Owner arising out of this Contract or otherwise
relating to the Project, except those identified in writing by Construction Manager as unsettled in
the 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 Construction Manager
hereunder or to the recovery of damages for defective Work not discovered by Owner or Design
Professional at the time of final inspection.
7. SUBMITTALS AND SUBSTITUTIONS
7.1 Construction Manager shall carefully examine the Contract Documents for all
requirements for approval of materials to be submitted such as shop drawings, data, test results,
schedules, and samples. Construction Manager shall submit all such materials at its own expense
and in such form and manner as required by the Contract Documents in sufficient time to prevent
any delay in the delivery of such materials and the installation thereof Construction Manager shall
also carefully review and certify for accuracy and completeness all shop drawings and other
submittals and then forward the same to Design Professional for review and action. Design
Professional will transmit them back to Construction Manager who will then issue the submittals
to the affected subcontractor for fabrication or revision. Construction Manager shall maintain a
suspense control system to promote the expeditious handling of shop drawings and all other
submittals. Construction Manager shall request Design Professional to make interpretations of the
drawings or specifications requested of it by the subcontractors. Construction Manager shall advise
Design Professional in writing which submittals or requests for clarification have the greatest
urgency; the purpose being to enable Design Professional to prioritize requests coming from
Construction Manager. Construction Manager shall advise Owner and Design Professional in
writing when timely response is not occurring on any of the above.
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7.2 Whenever materials or equipment are specified or described in the Contract Documents
by using the name of a proprietary item or the name of a particular supplier, the naming of the item
is intended to establish the type, function and quality required. Unless the name is followed by
words indicating that no substitution is permitted, materials or equipment of other suppliers may be
accepted by Owner and Design Professional if sufficient information is submitted by Construction
Manager to allow Owner and Design Professional to determine that the material or equipment
proposed is equivalent or equal to that named. Requests for review of substitute items of material
and equipment will not be accepted by Owner from anyone other than Construction Manager. All
such requests, to the extent possible, should be submitted by Construction Manager to Design
Professional prior to the setting of the GMP.
7.3 If Construction Manager wishes to furnish or use a substitute item of material or
equipment, Construction Manager shall make application to Design Professional for acceptance
thereof, certifying that the proposed substitute shall perform adequately the functions and achieve
the results called for by the general design, be similar and of equal substance to that specified and
be suited to the same use as that specified. The application shall state that the evaluation and
acceptance of the proposed substitute will not prejudice Construction Manager's achievement of
substantial completion on time, whether or not acceptance of the substitute for use in the Work will
require a change in any of the Contract Documents (or in the provisions of any other direct contract
with Owner for the Project) to adapt the design to the proposed substitute and whether or not
incorporation or use by the substitute in connection with the Work is subject to payment of any
license fee or royalty. All variations of the proposed substitute from that specified will be identified
in the application and available maintenance,repair and replacement service shall be indicated. The
application also shall contain an itemized estimate of all costs that will result directly or indirectly
from acceptance of such substitute, including costs for redesign and claims of other contractors
affected by the resulting change, all of which shall be considered by Design Professional in
evaluating the proposed substitute. Design Professional may require Construction Manager to
furnish at Construction Manager's expense additional data about the proposed substitute.
7.4 If a specific means, method, technique, sequence or procedure of construction is
indicated in or required by Contract Documents, Construction Manager may furnish or utilize a
substitute means, method, technique, sequence or procedure of construction acceptable to Design
Professional, if Construction Manager submits sufficient information to allow Design Professional
to determine that the substitute proposed is equivalent to that indicated or required by the Contract
Documents. The procedures for submission to and review by Design Professional shall be the same
as those provided herein for substitute materials and equipment.
7.5 Design Professional shall be allowed a reasonable time within which to evaluate each
proposed substitute. Design Professional and Owner shall be the sole judges of the acceptability of
any substitute. No substitute shall be ordered, installed or utilized without Owner's and Design
Professional's prior written acceptance which shall be evidenced by either a Change Order or an
approved submittal. Owner may require Construction Manager to furnish at Construction
Manager's expense a special performance guarantee or other surety with respect to any substitute.
If Owner rejects the proposed substitute, at Owner's discretion, Owner may require Construction
Manager to reimburse Owner for the charges of Design Professional and Design Professional's
consultants for evaluating the proposed substitute.
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8. PRE-CONSTRUCTION PHASE SERVICES
Construction Manager shall provide the following review and commentary services, in
addition to any other Pre-Construction Phase Services required by the terms of this Contract:
8.1 Review, Recommendations and Warranty: Construction Manager shall familiarize
itself thoroughly with the evolving architectural, civil, mechanical, plumbing, electrical and
structural plans and specifications and shall follow the development of design from Schematic Pre-
Construction Phase through Construction Documents Phase (as those phases are defined in the
Design Agreement). Construction Manager shall make recommendations with respect to the
selection of systems and materials, and cost-reducing alternatives including assistance to Design
Professional and Owner in evaluating alternative comparisons versus long term cost effects. The
evaluation shall address the benefits of the speed of erection and early completion of the Work.
Construction Manager shall furnish pertinent information as to the availability of materials and
labor that will be required. Construction Manager shall submit to Owner and Design Professional
such comments as may be appropriate concerning construction feasibility and practicality.
Construction Manager shall call to Owner's and Design Professional's attention any defects in the
design, drawings and specifications or other documents of which it is aware. Construction Manager
shall prepare estimates of the construction cost utilizing the unit quantity survey method in the CSI
format. These estimates shall be performed at the completion of the Program Verification Phase
and shall be called the Program Estimate, followed by a Schematic Design Estimate, which shall
be followed by the Design Development Estimate, which shall be followed by a 50% Construction
Document Estimate, which shall be followed by the setting of the GMP. These estimates shall be
performed at or as otherwise detailed in a specific preconstruction scope attachment or exhibit.
8.2 Review Reports: Within ten (10) days after receiving the documents produced by
Design Professional, Construction Manager shall perform a specific review thereof, focused upon
factors of a nature encompassed in Paragraph 8.1 above and on factors set out in Paragraphs
8.3 and 8.4 below. Within the same ten (10) day period, Construction Manager shall submit to
Owner, with copies to Design Professional, a written report covering suggestions or
recommendations previously submitted, additional suggestions or recommendations as
Construction Manager may deem appropriate, and all actions taken by Design Professional with
respect to same, any comments Construction Manager may deem to be appropriate with respect to
separating the Work into separate subcontracts, alternative materials, and any other appropriate or
required comments.
AT THE TIME THE GMP IS MUTUALLY ESTABLISHED, EXCEPT ONLY AS TO
SPECIFIC MATTERS AS MAY BE IDENTIFIED IN THE GMP AMENDMENT, THE
CONSTRUCTION MANAGER SHALL BE DEEMED TO HAVE WARRANTED TO OWNER,
WITHOUT ASSUMING ANY ARCHITECTURAL OR ENGINEERING RESPONSIBILITY,
THAT THE CONSTRUCTION DOCUMENTS ARE CONSISTENT WITH EACH OTHER,
PRACTICAL, FEASIBLE AND CONSTRUCTABLE. FURTHER, THE CONSTRUCTION
MANAGER SHALL BE DEEMED TO HAVE WARRANTED TO OWNER THAT THE WORK
DESCRIBED IN THE CONSTRUCTION DOCUMENTS FOR THE VARIOUS BIDDING
PACKAGES IS CONSTRUCTABLE WITHIN THE CONTRACT TIME.
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8.3 Long Lead Procurement: Construction Manager shall review the Project design for the
purpose of identifying long lead procurement items(machinery, equipment,materials,and supplies)
and consult with Design Professional concerning same. When each item is identified, Construction
Manager shall notify the subcontractors, Owner and Design Professional of the required
procurement and schedule. Such information shall be included in the bid documents and made a
part of all affected subcontracts. Construction Manager shall keep itself informed of the progress
of the respective subcontractors or suppliers, manufacturing or fabricating such items, and advise
Owner and Design Professional of any problems or possible delays in delivery.
8.4 Interfacing:
8.4.1 Construction Manager shall take such measures as are appropriate to
provide that all construction requirements will be covered in the separate procurement of
long lead items, the separate construction subcontractors and the general conditions items
without duplication or overlap, and 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 the other separate subcontractors.
8.4.2 Without assuming any design responsibilities of Design Professional,
Construction Manager shall include in the reports required under Paragraph 8.2 above,
comments on overlap with any other separate subcontracts, omissions, lack of correlation
between drawings, and any other deficiencies noted, in order that Design Professional may
arrange for necessary corrections.
9. CONSTRUCTION PHASE SERVICES
Construction Manager shall provide the following services in addition to any other
Construction Phase Services required by the terms of this Contract:
9.1 Construction Manager shall arrange for all job-site facilities as required by Owner and
necessary to enable Construction Manager and Design Professional to perform their respective
duties and to accommodate any representatives of Owner which Owner may choose to have present
on the job, the description of such facilities to be finalized prior to the establishment of the GMP.
9.1.1 Tangible personal property, otherwise referred to as job-site facilities,
include, but are not limited to such things as trailers, toilets, typewriters, computers, and
any other equipment necessary to carry on the Work. The method of acquiring such job-
site facilities, which are planned to become the property of Owner at the conclusion of the
Work, shall be evaluated based on their cost over the life of the Project. Owning versus
leasing shall be considered by Construction Manager, obtaining at least three (3)proposals
for leasing and at least three (3) proposals for purchasing and then analyzing which is least
expensive over the usable life of the item. Construction Manager shall present its evaluation
with recommendation to Owner for approval.
9.1.2 When Construction Manager wishes to supply job-site facilities from its
own equipment pool, it shall first evaluate buy versus lease as discussed in subparagraph
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9.1.1 above. If leasing is found to be the least expensive approach, then it may lease such
job-site facilities from its own equipment pool at a price not greater than the lowest of the
three (3) lease proposals obtained.
9.1.3 For all such job-site facilities purchased, which may become the property
of Owner at the conclusion of the Work, Construction Manager shall maintain ownership
responsibilities of such facilities until final acceptance of the Work. Reimbursement for
cost of such equipment will be made at the conclusion of the Work at the documented
purchase price. At that time, Construction Manager shall provide 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 Owner or to its designee.
9.1.4 Construction Manager is responsible for proper care and maintenance of all
equipment while in its control. At the time of transfer to Owner, Owner may refuse
acceptance of the equipment if Owner determines, in its sole discretion,that the equipment
has not been properly cared for by Construction Manager or that such acquisition would
not otherwise be in the best interest of Owner. In such event, Construction Manager will
be reimbursed for such item in accordance with Section 5 of the Agreement.
9.2 Construction Manager's administration of the Work shall include the following:
9.2.1 Maintain a log of daily activities, including manpower records, weather,
delays, major decisions, etc.
9.2.2 Maintain a roster of companies on the Project with names and telephone
numbers of key personnel.
9.2.3 Establish and enforce job rules governing parking, clean-up, use of facilities
and worker discipline.
9.2.4 Provide labor relations management for a harmonious, productive Project.
9.3 Construction Manager also shall provide job site administration functions during
construction to assure proper documentation, including but not limited to the following:
9.3.1 Job Meetings: Conduct a preconstruction conference with each
subcontractor after award of the subcontract and prior to the start of its portion of the Work.
Hold weekly progress and coordination meetings, or more frequently if required by Work
progress, to provide for the timely completion of the Work. In addition, Construction
Manager shall arrange and conduct regular monthly Project status meetings with Design
Professional and Owner.
Construction Manager shall use the job site meetings as a tool for the preplanning
of Work and enforcing schedules, and for establishing procedures, responsibilities, and
identification of authority for all parties to clearly understand. During these meetings,
Construction Manager shall identify the party or parties responsible for following up on any
problems, delay items or questions, and Construction Manager shall note the action to be taken by
such party or parties. Construction Manager shall revisit each pending item at each subsequent
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meeting until resolution is achieved. Construction Manager shall attempt to obtain from all present
any problems or delaying event known to them for appropriate attention and resolution.
9.3.2 Shop Drawing Submittals/Approvals: Provide staff to review and approve
shop drawings and other submittals and to implement procedures for transmittal to Design
Professional of such submittals for action, and closely monitor their review process.
9.3.3 Material and Equipment Expediting: Provide staff to closely monitor
material and equipment deliveries, check and follow-up on supplier commitments for all
subcontractors and maintain a material and equipment expediting log.
9.3.4 Payments to Subcontractors: Develop and implement a procedure for the
review, processing, and payment of applications by subcontractors for progress and final
payments.
9.3.5 Document Interpretation: Refer all questions for interpretation of the
Contract Documents to Design Professional in writing.
9.3.6 Reports and Project Site Documents: Record the progress of the Work.
Submit written progress reports to Owner and Design Professional, including information
on subcontractors' Work, and the percentage of completion. Keep a daily log available to
Owner, Design Professional, and any permitting authority inspectors.
9.3.7 Subcontractors Progress: Prepare periodic punch lists for subcontractors'
work including unsatisfactory or incomplete items and schedules for their completion.
9.3.8 Substantial Completion: Pursuant to the provisions of Paragraph 23.1 of
these General Terms and Conditions, ascertain when the Work or designated portions
thereof are ready for Design Professional's Substantial Completion inspections. From the
punch lists of incomplete or unsatisfactory items prepared by Construction Manager and
reviewed and supplemented by Design Professional, prepare a schedule for their
completion indicating completion dates for Owner's review.
9.3.9 Final Completion: Monitor the subcontractors' performance on the
completion of the Work and provide notice to Owner and Design Professional when the
Work is ready for final inspection. Secure,review and certify compliance with the Contract
Documents, then transmit to Owner, through Design Professional, all required guarantees,
warranties, affidavits, releases, bonds, waivers, manuals, record drawings, and
maintenance books.
9.3.10 Start-Up: With Owner's personnel, direct the check-out of utilities,
operations, systems, and equipment for readiness and assist in their initial start-up and
testing by the subcontractors.
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9.3.11 Record Drawings: Pursuant to the terms of Paragraph 10.2 hereafter,
Construction Manager shall monitor the progress of its own forces and its subcontractors
on marked up field prints which shall be developed by Construction Manager into the final
record drawings.
9.4 Construction Manager shall maintain at the Project site, originals or copies of, on a
current basis, all Project files and records,including,but not limited to,the following administrative
records:
9.4.1 Subcontracts and Purchase Orders
9.4.2 Subcontractor Licenses
9.4.3 Shop Drawing Submittal/Approval Logs
9.4.4 Equipment Purchase/Delivery Logs
9.4.5 Contract Drawings and Specifications with Addenda
9.4.6 Warranties and Guarantees
9.4.7 Cost Accounting Records
9.4.8 Labor Costs
9.4.9 Material Costs
9.4.10 Equipment Costs
9.4.11 Cost Proposal Request
9.4.12 Payment Request Records
9.4.13 Meeting Minutes
9.4.14 Cost-Estimates
9.4.15 Bulletin Quotations
9.4.16 Lab Test Reports
9.4.17 Insurance Certificates and Bonds
9.4.18 Contract Changes
9.4.19 Permits
9.4.20 Material Purchase Delivery Logs
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9.4.21 Technical Standards
9.4.22 Design Handbooks
9.4.23 "As-Built" Marked Prints
9.4.24 Operating & Maintenance Instruction
9.4.25 Daily Progress Reports
9.4.26 Monthly Progress Reports
9.4.27 Correspondence Files
9.4.28 Transmittal Records
9.4.29 Inspection Reports
9.4.30 Bid/Award Information
9.4.31 Bid Analysis and Negotiations
9.4.32 Punch Lists
9.4.33 PMIS Schedule and Updates
9.4.34 Suspense (Tickler) Files of Outstanding Requirements
9.4.35 Policy and Procedure Manual
The Project files and records shall be available at all times to Owner and Design Professional or
their designees for reference, review or copying.
9.5 Construction Manager shall provide the following services with respect to the Work, to
facilitate the smooth, successful, and timely occupancy of the Project by Owner:
9.5.1 Construction Manager shall provide consultation and Project management
to facilitate Owner's occupancy of the Project and provide transitional services to place the
Work "on line" in such conditions as will satisfy Owner's operations requirements. The
services include Construction Manager's coordination of the delivery of Owner supplied
furniture, fixtures, and equipment for the Project.
9.5.2 Construction Manager shall catalog operational and maintenance
requirements of equipment to be operated by maintenance personnel and convey these to
Owner in such a manner as to promote their usability. Construction Manager shall provide
Owner's operations and maintenance personnel with operations and maintenance training
with respect to the equipment and systems being provided as part of the Work. This training
may be videotaped by Owner for subsequent presentation to Owner's operations and
maintenance personnel.
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9.5.3 Construction Manager shall secure required guarantees and warranties, and
shall assemble and deliver same to Owner in the manner required by Owner.
10. DAILY REPORTS, RECORD CONTRACT DOCUMENTS AND MEETINGS
10.1 Construction Manager shall prepare, maintain, and submit to Design Professional
and Owner, for their review and approval, the various logs, reports, and schedules set forth in
Exhibit B to the Agreement. Construction Manager's complete performance of its obligation to
prepare, maintain and submit those logs,reports, and schedules is a condition precedent to Owner's
obligation hereunder to make any payments to Construction Manager. These logs, reports and
schedules shall not constitute nor take the place of any notice required to be given by Construction
Manager to Owner or Design Professional pursuant to the Contract Documents.
10.2 Construction Manager shall maintain in a safe place at the Project site one record
copy and one permit set of the Contract Documents, including, but not limited to, all drawings,
specifications, addenda, amendments, Change Orders, Construction Change Directive and Field
Orders, as well as all written interpretations and clarifications issued by Design Professional, in
good order and annotated to show all changes made during construction. The record Contract
Documents shall be continuously updated by Construction Manager throughout the prosecution of
the Work to accurately reflect all field changes that are made to adapt the Work to field conditions,
changes resulting from Change Orders, Construction Change Directive and Field Orders, and all
concealed and buried installations of piping, conduit, and utility services. Construction Manager
shall certify the accuracy of the updated record Contract Documents. As a condition precedent to
Owner's obligation to pay Construction Manager, Construction Manager shall provide evidence,
satisfactory to Owner and Design Professional,that Construction Manager is fulfilling its obligation
to continuously update the record Contract Documents. All buried and concealed items,both inside
and outside the Project site, shall be accurately located on the record Contract Documents as to
depth and in relationship to not less than two (2) permanent features (e.g., interior or exterior wall
faces). The record Contract Documents shall be clean, and all changes, corrections and dimensions
shall be given in a neat and legible manner in red. The record Contract Documents, together with
all approved samples and a counterpart of all approved shop drawings shall be available to Owner
and Design Professional for reference. Upon completion of the Work and as a condition precedent
to Construction Manager's entitlement to final payment, the record Contract Documents, samples
and shop drawings shall be delivered to Design Professional by Construction Manager for Owner.
10.3 Construction Manager shall advise Owner, its representatives, and Design
Professional of their requested or required participation in any meeting or inspection giving each at
least one week written notice unless such notice is made impossible by conditions beyond
Construction Manager's fault and control, in which case at least 48 hours prior written notice must
be given.
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11. CONTRACT TIME AND TIME EXTENSIONS
11.1 Construction Manager shall diligently pursue the completion of the Work and
coordinate the Work being done on the Project by its subcontractors and materialmen, as well as
coordinating its Work with all work of others at the Project site, so that its Work or the work of
others shall not be delayed or impaired by any act or omission by Construction Manager or anyone
for whom Construction Manager is liable. Unless expressly noted otherwise in the Contract
Documents, Construction Manager shall be solely responsible for all construction means, methods,
techniques, sequences, and procedures, as well as coordination of all portions of the Work under
the Contract Documents, and the coordination of Owner's suppliers and contractors as set forth in
Section 14 herein.
11.2 Should Construction Manager be obstructed or delayed in the prosecution of or
completion of the Work as a result of unforeseeable causes beyond the control of Construction
Manager, and not due to its fault or neglect, including but not restricted to acts of God or of the
public enemy, acts of government, fires, floods, epidemics,quarantine regulation, strikes, lockouts,
unusually severe weather conditions by comparison with the ten-year Collier County, Florida,
average not reasonably anticipatable, Construction Manager shall notify Owner and Design
Professional in writing within seven (7) calendar days after the commencement of such delay,
stating the cause or causes thereof, or be deemed to have waived any right which Construction
Manager may have had to request a time extension.
11.2.1 Owner shall have the right, at any time, whether or not Construction
Manager is behind schedule,to order Construction Manager to accelerate its Work. In the
event that Owner orders Construction Manager to accelerate its Work and Construction
Manager (i) is not behind schedule and (ii) believes that acceleration will increase the cost
of performance, Construction Manager, shall be required to submit a Claim for increase
pursuant to Section 13 of this Agreement. Any such claim shall be based exclusively and
solely on actual and direct increased field costs associated with the acceleration.
11.3 If Construction Manager encounters on the Project site any materials reasonably
believed by Construction Manager to be petroleum or petroleum related products or other hazardous
or toxic substances which have not been rendered harmless, Construction Manager immediately
shall (i) stop Work in the area affected and(ii)report the condition to Owner in writing. If the Work
is so stopped and hazardous material is found, the Work in the affected area shall not thereafter be
resumed except by Change Order. Any such Change Order shall include, but not be limited to, an
adjustment to the Contract Time as appropriate. If no hazardous material is found after the Work
is stopped, no Change Order is required to resume the Work in the affected area. Further, if the
hazardous material was generated or caused by Construction Manager or any of its employees,
agents, subcontractors, or material suppliers, no Change Order will be required for an adjustment
in the Contract Time and Construction Manager shall indemnify Owner and hold Owner harmless
for any costs incurred by Owner with respect to such hazardous material.
11.4 No interruption, interference, inefficiency, suspension or delay in the
commencement or progress of the Work from any cause whatever, including those for which
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Owner and Design Professional may be responsible, in whole or in part, shall relieve Construction
Manager of its duty to perform or give rise to any right to damages or additional compensation from
Owner. Construction Manager expressly acknowledges and agrees that it shall receive no damages
for delay. Construction Manager's sole remedy, if any, against Owner will be the right to seek an
extension to the Contract Time; provided, however, the granting of any such time extension shall
not be a condition precedent to the aforementioned "No Damage For Delay" provision. This
paragraph shall expressly apply to claims for early completion, as well as to claims based on late
completion.
11.5 In no event shall any approval by Owner authorizing Construction Manager to
continue performing Work under this Agreement or any payment issued by Owner to Construction
Manager be deemed a waiver of any right or claim Owner may have against Construction Manager
for delay damages hereunder.
12. CHANGES IN THE WORK
12.1 Owner shall have the right at any time during the progress of the Work to increase
or decrease the Work. Promptly after being notified of a change, but in no event more than fourteen
14)days after its receipt of such notification(unless Owner has agreed in writing to a longer period
of time), Construction Manager shall submit an itemized estimate of any cost or time increases or
savings it foresees as a result of the change. Except in an emergency endangering life or property,
or for minor changes ordered by Design Professional, no addition or changes to the Work shall be
made except upon written order of Owner, and Owner shall not be liable to Construction Manager
for any increased compensation or adjustment to the Contract Time without such written order. No
officer, employee or agent of Owner is authorized to direct any extra or changed work orally.
12.2 A Change Order, in the form attached as Exhibit H to the Agreement, shall be
prepared by Construction Manager, reviewed by Design Professional and Owner, and executed
promptly by the parties after an agreement is reached between Construction Manager and Owner
concerning the requested changes. Construction Manager shall promptly perform changes
authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be
adjusted in the Change Order in the manner as Owner and Construction Manager shall mutually
agree.
12.3 If Owner and Construction Manager are unable to agree on a Change Order for the
requested change, Construction Manager shall, nevertheless, promptly perform the change as
directed by Owner in a written Construction Change Directive. In that event, the Contract Amount
and Contract Time shall be adjusted as directed by Owner. If Construction Manager disagrees with
Owner's adjustment determination, Construction Manager must make a claim pursuant to Section
13 of these General Conditions or else be deemed to have waived any claim it might otherwise have
had on that matter.
12.4 In the event a requested change is approved by Owner which results in either an
increase or decrease to the Contract Amount, a Change Order shall be issued which increases or
decreases the GMP by the amount of Construction Manager's actual and reasonable direct Cost of
the Work (including bond premiums). In the event such change Work is performed by
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subcontractors or sub-subcontractors, a maximum ten percent (10%) markup shall be permitted for
all overhead and profit on those subcontractors' and sub-subcontractors' direct labor, material and
actual equipment costs. Work performed directly by the Construction Manager shall not be entitled
to any mark-up for Change Order work.
12.5 Owner shall have the right to conduct an audit of Construction Manager's books
and records, as well as those of its subcontractors and suppliers, to verify the accuracy of
Construction Manager's claim with respect to Construction Manager's costs associated with any
Change Order or Construction Change Directive.
12.6 Design Professional may direct Construction Manager to make nonmaterial
changes to the Work, so long as such changes do not require or result in any adjustment to the
Contract Amount, Contract Time or Project quality, and are generally within the scope of the Work.
All such changes must be evidenced by a written order from Design Professional to Construction
Manager, with a copy to Owner. Construction Manager shall comply with all such orders.
13. CLAIMS AND DISPUTES
13.1 The term"Claim"as used herein shall mean any and all demands made by one party
hereunder against the other party, whether such demand be for money, time or the assertion of any
right or obligation that arises out of the Contract Documents.
13.2 Initial notice of Claims by Construction Manager shall be made in writing to Owner
and Design Professional within seven (7) calendar days after the Construction Manager knew or
should have known of the event giving rise to such Claim or else Construction Manager shall be
deemed to have waived the Claim. Written supporting data shall be submitted to Owner and Design
Professional within thirty (30) calendar days after the occurrence of the event,unless Owner grants
additional time in writing, or else Construction Manager shall be deemed to have waived the Claim.
All Claims shall be priced in accordance with the provisions of Paragraph 12.4 hereof.
13.3 Construction Manager shall proceed diligently with its performance as directed by
Owner, regardless of any pending Claim, unless otherwise agreed to by Owner in writing. Owner
shall continue to make payments in accordance with the Contract Documents during the pendency
of any Claim.
13.4 Prior to the initiation of any action or proceeding permitted by this Contract to
resolve disputes between the parties, the parties shall make a good faith effort to resolve any such
disputes by negotiation between representatives with decision-making power. Failing resolution,
and prior to the commencement of depositions in any litigation between the parties with respect to
the Project, the parties shall attempt to resolve the dispute through mediation before an agreed-
upon Circuit Court Mediator certified by the State of Florida. Should either party fail to submit to
mediation as required hereunder, the other party may request a court of law to order mediation
under Florida Statutes Section 44.102.
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13.5 Any litigation between Owner and Construction Manager (which term for the
purposes of this subparagraph shall include Construction Manager's surety), whether arising out of
any Claim or arising out of the Contract or any breach thereof, shall be brought, maintained and
pursued only in the appropriate State courts of the State of Florida; and Owner and Construction
Manager each hereby waive and renounce any and all rights and options which they, or either of
them, have or might have to bring or maintain any such litigation or action in the Federal Court
system of the United States or in any United States Federal District Court. Venue of any such
litigation between Owner and Construction Manager shall lie and be only in the appropriate State
courts of the State of Florida in and for Collier County, Florida. Construction Manager consents
and submits to the jurisdiction of any such court and agrees to accept service of process from the
State of Florida in any matter to be submitted to any such court.
14. OTHER WORK
14.1 Owner may perform other work related to the Project at the site by Owner's own
forces, have other work performed by utility owners or let other direct contracts. If the fact that
such other work is to be performed is not noted in the Contract Documents, written notice thereof
will be given to Construction Manager prior to starting any such other work. If Construction
Manager believes that such performance will involve additional expense to Construction Manager
or require additional time, Construction Manager shall send written notice of that fact to Owner
and Design Professional within seven (7) calendar days of being notified of the other work. If
Construction Manager fails to send the above required seven(7)calendar days' notice,Construction
Manager will be deemed to have waived any rights it otherwise may have had to seek an extension
to the Contract Time or adjustment to the Contract Amount.
14.2 Construction Manager shall afford each utility owner and other contractor who is a
party to such a direct contract(or Owner, if Owner is performing the additional work with Owner's
employees)proper and safe access to the site and a reasonable opportunity for the introduction and
storage of materials and equipment and the execution of such work and shall properly connect and
coordinate its Work with theirs. Construction Manager shall do all cutting, fitting, and patching of
the Work that may be required to make its several parts come together properly and integrate with
such other work. Construction Manager shall be responsible for all damage to the work of others
caused by the performance of its Work. Further, Construction Manager shall not in any way cut or
alter the work of others without first receiving the written consent of that other person and Design
Professional.
14.3 If any part of Construction Manager's Work depends for proper execution or results
upon the work of any other contractor or utility owner (or Owner), Construction Manager shall
inspect and promptly report to Design Professional in writing any delays, defects or deficiencies in
such work that render it unavailable or unsuitable for such proper execution and results. Such report
must be made within seven (7) calendar days of the time Construction Manager first became aware
of the delay, defect or deficiency or by the scheduled commencement of Construction Manager's
dependent Work, whichever occurs first. Construction Manager's failure to report within the
allotted time will constitute an acceptance of the other work as fit and proper for integration with
Construction Manager's Work.
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15. INSURANCE
15.1 Construction Manager shall procure and maintain insurance as identified in Exhibit
E to the Agreement.
16. WAIVER OF SUBROGATION
16.1 Owner and Construction Manager waive all rights of subrogation against each
other, Design Professional, the Program Manager (if any), and the board members, directors,
officers, agents, employees, subconsultants and subcontractors of any of them, for damages or
injuries caused by perils covered by any insurance maintained by a party hereunder, to the extent
such damages or injuries are covered by such insurance, except no party hereto waives any rights
they may have to the proceeds of such insurance held by another party. Construction Manager shall
require similar waivers from all its subcontractors.
16.2 If any policies of insurance referred to in this Section require an endorsement to
provide any waiver of subrogation referenced above, the owners of such policies will cause them
to be so endorsed.
17. INDEMNIFICATION
17.1 To the maximum extent permitted by Florida law, Construction Manager shall
defend, indemnify and hold harmless Owner and its officers and employees from any and all
liabilities, claims, damages, penalties, demands, judgments, actions, proceedings, losses or costs,
including,but not limited to,reasonable attorneys' fees and paralegals' fees, whether resulting from
any claimed breach of this Agreement by Construction Manager or from personal injury, property
damage, or loss of use thereof, to the extent caused by the negligence, recklessness, or intentional
wrongful misconduct of Construction Manager or anyone employed or utilized by the Construction
Manager in the performance of this Agreement.
17.2 The duty to defend under this Article 17 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. The duty to defend arises immediately upon
presentation of a claim by any party and written notice of such claim being provided to
Construction Manager. Construction Manager's obligation to indemnify and defend under this
Article 17 will survive the expiration or earlier termination of this Agreement until it is determined
by final judgment that an action against the Owner or an indemnified party for the matter
indemnified hereunder is fully and finally barred by the applicable statute of limitations.
18. CLEANUP AND PROTECTIONS
18.1 Construction Manager agrees to keep the Project site clean at all times of debris,
rubbish and waste materials arising out of the Work. If Construction Manager fails to keep the
Project site clean, Owner has the right, after providing a twenty-four (24) hour written notice, to
perform any required clean up and to back charge Construction Manager for the costs of such clean
up. At the completion of the Work, Construction Manager shall remove all debris, rubbish, and
waste materials from and about the Project site, as well as all tools, appliances,
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construction equipment and machinery and surface materials, and shall leave the Project site clean
and ready for occupancy by Owner.
18.2 Any existing surface or subsurface improvements, including, but not limited to,
pavements, curbs, sidewalks, pipes, utilities, footings, structures,trees and shrubbery, not indicated
in the Contract Documents to be removed or altered, shall be protected by Construction Manager
from damage during the prosecution of the Work. Any such improvements so damaged shall be
restored by Construction Manager to condition at least equal to that existing at the time of
Construction Manager's commencement of the Work.
19. ASSIGNMENT
19.1 Construction Manager shall not assign this Contract or any part thereof,without the
prior consent in writing of Owner. If Construction Manager does, with approval, assign this
Contract or any part thereof, it shall require that its assignee be bound to it and to assume toward
Construction Manager all of the obligations and responsibilities that Construction Manager has
assumed toward Owner.
20. PERMITS, LICENSES AND TAXES
20.1 All permits and licenses necessary for the prosecution of the Work shall be procured
and paid for by Construction Manager. Permits and licenses to be acquired by Construction
Manager with the assistance of Design Professional include, but are not limited to, building, site
and utility permits, as well as all Health Department (DER)permits required for the construction or
relocation of Collier County water and/or sanitary sewer lines and facilities,to the extent such water
and/or sewer work is included in this Contract. If Construction Manager performs any Work
without obtaining, or contrary to, such permits or licenses, Construction Manager shall bear all
costs arising therefrom. Construction Manager shall pay all governmental charges and inspection
fees necessary for the prosecution of the Work. All costs incurred by Construction Manager with
respect to performing its obligations under this Paragraph 20.1 shall be considered a direct cost item
and shall be considered reimbursable as Cost of the Work as provided for in the Agreement. Owner
shall fully cooperate with Construction Manager where necessary.
20.2 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. Additionally, Construction Manager shall comply with and fully implement the sales tax
savings program with respect to the Work, as set forth below in Paragraph 20.3.
20.3 Sales Tax Savings and Direct Purchase Program. Construction Manager shall pay
all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which
are applicable during the performance of the Work. No markup shall be applied to sales tax.
Construction Manager shall comply with and fully implement the sales tax savings program with
respect to the Work, as set forth in Paragraph 20.3.1 below.
20.3.1 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
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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 (2) 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.
20.3.2 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.
20.3.3 The GMP shall only include those taxes that are legally enacted at the time
the GMP is established and are the lawful responsibility of the Owner.
20.3.4 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.
20.3.5 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.
20.3.6 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
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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.
20.3.7 Within sixty (60) days of Construction Manager and Owner agreeing on the
GMP, Construction Manager shall provide Owner's Representative with a written list of
vendors, materials/equipment, quantities and costs for items which Construction Manager
proposes Owner purchase directly pursuant to the terms hereof Construction Manager
shall select qualified vendors as part of the GMP/trade package review process for all such
direct purchase materials/equipment.
20.3.8 Owner's Representative will review the list provided by Construction
Manager and inform Construction Manager of the acceptability of individual items and of
Owner's intention to proceed or not proceed with direct purchases. If Owner intends to
proceed with direct purchases, Construction Manager will provide a revised list (if
necessary) to the Owner's Representative's satisfaction and shall assist Owner's staff,
designees, and key personnel in preparing and issuing purchase orders for the direct
purchase items.
20.3.9 Purchase orders for direct purchase items shall be prepared by Owner and
issued directly to the vendor(s) within two (2) weeks after request from Construction
Manager.
20.3.10 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 Commissioners.
20.3.11 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.
20.3.12 Owner's Representative will have each vendor forward to
Construction Manager a duplicate invoice for direct purchases. Upon receipt of such
invoice, Construction Manager shall promptly review and approve or reject (with reason
in writing for such rejection). The Construction Manager will document receipt of goods
received within five (5) business days to Owner.
20.3.13 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,
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Construction Manager shall bear sole cost and responsibility for remedy of defective
materials or damage during the course of construction.
20.3.14 Owner shall obtain such insurance as the Owner deems necessary,
at the Owner's sole cost and expense, to insure the Owner for the full replacement cost of
any materials purchased by the Owner pursuant to the terms hereof until such materials are
incorporated in the Project.
20.3.15 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 Paragraph 20.3, plus any General Conditions costs and insurance premiums associated
therewith.
20.3.16 Upon incorporation into the Project by Construction Manager, all
direct purchase materials equipment purchased by Owner pursuant to this Paragraph 20.3
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.
20.3.17 Nothing contained within this Paragraph 20.3 shall create or be
construed as creating a partnership between the Owner and Construction Manager or to
constitute the Construction Manager as an agent of the Owner.
21. TERMINATION FOR DEFAULT
21.1 Construction Manager shall be considered in material default of the Contract and
such default shall be considered cause for Owner to terminate the Contract, in whole or in part, as
further set forth in this Article, if Construction Manager: (1) fails to begin the Work under the
Contract Documents within the time specified herein; or (2) fails to properly and timely perform
the Work as directed by Owner or Design Professional or as provided for in the approved Master
Project Schedule; or (3) performs the Work unsuitably or neglects or refuses to remove materials
or to correct or replace such Work as may be rejected as unacceptable or unsuitable; or
4) discontinues the prosecution of the Work contrary to the requirements of the Contract; or (5)
fails to resume Work which has been suspended within a reasonable time after being notified to do
so;or(6)becomes insolvent or is declared bankrupt,or commits any act of bankruptcy; or(7)allows
any final judgment to stand against it unsatisfied for more than ten (10) days; or (8) makes an
assignment for the benefit of creditors; or (9) fails to obey any applicable codes, laws, ordinances,
rules or regulations with respect to the Work; or (10) fails to promptly pay its subcontractors and
suppliers; or (11) materially breaches any other provision of the Contract Documents.
21.2 If Owner determines that Construction Manager is in default under this Contract,
Owner shall notify Construction Manager in writing of Construction Manager's default(s). If
Owner determines that Construction Manager has not remedied and cured the default(s) within
seven (7) calendar days following receipt by Construction Manager of said written notice, then
Owner, at its option, without releasing or waiving its rights and remedies against Construction
Manager's sureties and without prejudice to any other right or remedy it
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may be entitled to hereunder or by law, may terminate Construction Manager's right to proceed
under the Contract, in whole or in part, and take possession of all or any portion of the Work and
any materials, tools, equipment, and appliances of Construction Manager, take assignments of anyofConstructionManager's subcontracts and purchase orders that Owner may designate, and
complete all or any portion of Construction Manager's Work by whatever means,method or agencywhichOwner, in its sole discretion, may choose. In making either the initial determination that
Construction Manager is in default under this Contract or the subsequent determination that
Construction Manager has failed to satisfactorily cure its default, Owner may rely solely upon
Design Professional's certification to Owner that in Design Professional's opinion Construction
Manager is in default or has failed to satisfactorily cure its default.
21.3 If Owner deems any of the foregoing remedies necessary, Construction Manager
agrees that it shall not be entitled to receive any further payments hereunder until after the Work is
completed. All monies expended and all of the costs, losses, damages and extra expenses, includingallmanagement, administrative and other overhead and other direct and indirect expenses
including Design Professional and attorneys' fees) or damages incurred by Owner incident to such
completion, shall be deducted from the unpaid balance of the Contract Amount, and if such
expenditures exceed the unpaid balance of the Contract Amount, Construction Manager agrees to
pay promptly to Owner on demand the full amount of such excess, including costs of collection,
attorney's fees (including appeals) and interest thereon at the maximum legal rate of interest until
paid. If the unpaid balance of the Contract Amount exceeds all such costs, expenditures and
damages incurred by Owner to complete the Work, Construction Manager shall not be entitled to
any portion of such excess, except for the unpaid portion of the Construction Management Fee
earned and the Cost of Work incurred prior to Construction Manager's right to continue
performance under this Contract being terminated. Any amounts to be paid to Owner by
Construction Manager pursuant to this Paragraph 21.3 shall be certified by Design Professional,
upon application, and this obligation for payment shall survive termination of the Contract.
21.4 The liability of Construction Manager hereunder shall extend to and include the full
amount of any and all sums paid, expenses and losses incurred, damages sustained, and obligations
assumed by Owner in good faith under the belief that such payments or assumptions were necessary
or required, in completing the Work and providing labor, materials, equipment, supplies, and other
items therefor or re-letting the Work, and in settlement, discharge or compromise of any claims,
demands, suits, and judgments pertaining to or arising out of the Work hereunder. Further, in the
event Owner has exercised its right to terminate due to Construction Manager's default,
Construction Manager shall be prohibited from bidding or otherwise seeking additional work from
Owner in accordance with Owner's then current debarment policy.
21.5 If, after notice of termination of Construction Manager's right to proceed pursuant
to this Article, it is determined for any reason that Construction Manager was not in default, or that
its default was excusable, or that Owner is not entitled to the remedies against Construction
Manager provided herein, then such termination shall be deemed a termination for Owner's
convenience and Construction Manager's remedies against Owner shall be the same as and limited
to those afforded Construction Manager under Paragraph 22.1 below.
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22. TERMINATION FOR CONVENIENCE AND RIGHT OF SUSPENSION
22.1 Owner shall have the right to terminate this Contract without cause upon seven
7) calendar days written notice to Construction Manager. In the event of such termination for
convenience, Construction Manager's recovery against Owner shall be limited to that portion of the
Contract Amount earned through the date of termination, together with any retainage withheld and
reasonable termination expenses incurred, but Construction Manager shall not be entitled to any
other or further recovery against Owner, including, but not limited to, damages or any anticipated
profit on portions of the Work not performed.
22.2 Owner shall have the right to suspend all or any portions of the Work upon giving
Construction Manager two (2) calendar days' prior written notice of such suspension. If all or any
portion of the Work is so suspended, Construction Manager's sole and exclusive remedy shall be
to seek an extension to the Contract Time in accordance with the procedures set forth in the Contract
Documents. In no event shall Construction Manager be entitled to any additional compensation or
damages except as otherwise expressly provided for in the Contract Documents. Provided,however,
if the ordered suspension exceeds ninety (90) calendar days, Construction Manager shall have the
right to terminate the Contract with respect to that portion of the Work which is subject to the
ordered suspension.
23. COMPLETION
23.1 When the entire Work (or any portion thereof designated in writing by Owner) is
ready for its intended use, Construction Manager shall notify Owner and Design Professional in
writing that the entire Work (or such designated portion) is substantially complete and request that
Design Professional issue a Certificate of Substantial Completion (or Certificate of Partial
Substantial Completion). Said written notice from Construction Manager shall include a proposed
punch list of all items of Work to be completed or corrected by Construction Manager. Within a
reasonable time thereafter, Owner, Construction Manager and Design Professional shall make an
inspection of the Work (or designated portion thereof) to determine the status of completion. If
Owner and Design Professional do not consider the Work (or designated portion) substantially
complete, Design Professional shall notify Construction Manager in writing giving the reasons
therefor. In such case, Construction Manager shall pay the costs of all additional Substantial
Completion inspections. If Owner and Design Professional consider the Work (or designated
portion) substantially complete, Design Professional shall prepare and deliver to Construction
Manager a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion)
which shall fix the date Substantial Completion for the entire Work (or designated portion thereof)
is actually achieved by Construction Manager and include a final punch list of items to be completed
or corrected by Construction Manager before final payment. Such final punch list shall be in
compliance with the Contract Documents and all applicable laws. Accordingly,Design Professional
shall provide the final punch list to Construction Manager within seven calendar days after
Construction Manager has achieved Substantial Completion. Construction Manager acknowledges
and agrees that the failure to include any corrective work or pending items not yet completed on the
punch list does not alter the responsibility of Construction Manager to complete all the Work
required under this Contract and does not waive Owner's right to demand completion of the item
pursuant to the Contract Documents prior to or after final payment. Additionally, if this Agreement
involves Work on more than one building or
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structure, or involves a multi-phased Project, a punch list shall be developed in accordance with the
timelines set forth in this paragraph for each building, structure, or phase of the Project. Owner
shall have the right to exclude Construction Manager from the Work and Project site (or designated
portion thereof) after the date of Substantial Completion (or Partial Substantial Completion), but
Owner shall allow Construction Manager reasonable access to complete or correct items on the
final punch list.
23.2 When Construction Manager believes it has fully performed all of the Work,
including all punch list items, Construction Manager shall deliver to Owner a written affidavit from
Construction Manager certifying that all Work has been completed in accordance with the
requirements of the Contract Documents. That written affidavit shall be delivered to Owner by
Construction Manager at the same time it submits its final Application for Payment. After receipt
of such affidavit, the final Application for Payment and all other documents required for Project
close-out, Design Professional and Owner shall promptly inspect the Work to determine if all of
the Work has been completed and is ready for final acceptance by Owner. If Owner and Design
Professional determine Construction Manager has completed the entire Work, Design Professional
shall promptly issue a final Certificate for Payment, stating that, to the best of its knowledge,
information and belief, and on the basis of its observations and inspections: (i) all of the Work has
been completed in accordance with the requirements of the Contract Documents; (ii) the final
balance due Construction Manager,as noted in the final Certificate for Payment, is due and payable;
and (iii) all conditions precedent to Construction Manager's entitlement to final payment have been
satisfied. Neither the final payment nor the retainage shall become due and payable until
Construction Manager submits: (1) the final Release and Affidavit in the form attached to the
Agreement as Exhibit F, along with waivers and releases of lien/claims against bonds from all
subcontractors and suppliers, (2) consent of surety to final payment, and (3) if required by Owner,
other data establishing payment or satisfaction of all obligations, such as receipts, releases and
waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be
designated by Owner. Owner reserves the right to inspect the Work and make an independent
determination as to the Work's acceptability, even though Design Professional may have issued its
recommendations. Unless and until Owner is completely satisfied, neither the final payment nor
the retainage shall become due and payable.
24. WARRANTY
24.1 Construction Manager shall obtain and assign to Owner all express warranties given
to Construction Manager by any subcontractors or by any materialmen supplying materials,
equipment or fixtures to be incorporated into the Project. Construction Manager expressly warrants
to Owner that all materials and equipment to be incorporated into the Work shall be new unless
otherwise specified. Further, Construction Manager expressly warrants to Owner that all Work
shall be of good quality, free from all defects and in conformance with the Contract Documents.
Construction Manager further warrants to Owner that all materials and equipment furnished under
the Contract Documents shall be applied, installed, connected, erected, used, cleaned and
conditioned in accordance with the instructions of the applicable manufacturers, fabricators,
suppliers or processors except as otherwise provided for in the Contract Documents. Further, any
special warranty to be provided will be in such form as is acceptable to Owner and shall not include
any exclusions, exceptions or modifications except to the extent approved by Owner in its sole
discretion. In addition to all other rights and remedies available to Owner at law
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or in equity, including any implied warranties Owner may be entitled to as a matter of law,
Construction Manager expressly warrants to Owner that it shall promptly correct, upon receipt of
written notice from Owner, any portion of the Work which is found to be defective or otherwise
not in conformance with the requirements of the Contract Documents. In the event that any
defective or non-conforming work is deemed by Owner in its sole discretion to present an
immediate threat to safety or security, Owner shall be entitled to correct and fix such defective or
non-conforming portions of the Work, and Construction Manager shall reimburse Owner for all
costs and expenses incurred by Owner in performing such Work. This obligation to correct
defective or nonconforming Work shall run for a period of one year (or such longer period of time
as may otherwise be specified in the Contract Documents) commencing from the date Substantial
Completion is achieved. With respect to the correction of any defective or nonconforming Work,
Construction Manager shall be liable for all damage to any part of the Work itself and to any
adjacent property which is caused by such corrective work. Construction Manager shall conduct,
jointly with Owner and Design Professional, a warranty inspection at six (6) months and eleven
11) months after the date Substantial Completion is achieved. Construction Manager's warranty
excludes remedy for damage or defect caused by Owner's abuse, modifications not performed by
Construction Manager, improper or insufficient maintenance by Owner (unless such maintenance
was performed in accordance with the directions from Construction Manager), improper operation
by Owner (unless such operations were performed in accordance with the directions from
Construction Manager), or normal wear and tear under normal usage.
25. TESTS AND INSPECTIONS
25.1 Owner, Design Professional, their respective representatives, agents and
employees, and governmental agencies with jurisdiction over the Project shall have access at all
times to the Work, whether the Work is being performed on or off of the Project site, for their
observation, inspection, and testing. Construction Manager shall provide proper, safe conditions
for such access. Construction Manager shall provide Design Professional and Owner's Uniform
Building Construction Inspector with timely prior written notice (at least 48 hours) of the readiness
of the Work for all required inspections, tests or approvals.
25.2 If the Contract Documents or any codes, laws, ordinances, rules or regulations of
any public authority having jurisdiction over the Project requires any portion of the Work to be
specifically inspected, tested or approved, Construction Manager shall assume full responsibility
therefore, pay all costs in connection therewith and furnish Design Professional the required
certificates of inspection, testing or approval. All inspections, tests or approvals shall be performed
in a manner and by organizations acceptable to Owner and Design Professional.
25.3 If any Work that is to be inspected, tested or approved pursuant to the Contract
Documents is covered without such inspection, testing or approval having been satisfactorily
obtained by Construction Manager and without obtaining the written concurrence from Design
Professional, such Work must, if requested by Design Professional, be uncovered for observation.
Such uncovering shall be at Construction Manager's expense unless Construction Manager has
given Design Professional 48 hours written notice of Construction Manager's intention to cover the
same and has requested written concurrence by Design Professional and Design Professional has
not acted with reasonable promptness to respond to such notice and request. If any Work is covered
contrary to written directions from Design Professional, such Work must, if
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requested by Design Professional, be uncovered for Design Professional's observation and be
replaced at Construction Manager's sole expense.
25.4 Owner shall charge to Construction Manager and may deduct from any paymentsdueConstructionManagerallengineeringandinspectionexpensesincurredbyOwnerin
connection with any overtime work unless such overtime work was expressly requested by OwnerandConstructionManagerwasonschedule. Such overtime work consisting of any work during
the construction period beyond the regular eight (8) hour day and for any work performed onSaturday, Sunday or holidays.
25.5 Neither observations by Design Professional or Owner, nor inspections, tests or
approvals by others shall relieve Construction Manager from Construction Manager's obligations
to perform the Work in accordance with the Contract Documents.
25.6 Construction Manager is responsible, without reimbursement from Owner, for re-
inspection fees and costs, to the extent such re-inspections are due to the fault or neglect of
Construction Manager.
25.7 Construction Manager shall only use a certified independent testing and balancing
services contractor to perform "Test and Balance" (T&B) services for this project. The T&B
contractor shall be completely independent of the Construction Manager's mechanical and
ventilating subcontractor(s). Construction Manager shall be responsible for coordinating
mechanical/ventilating (HVAC) work, including HVAC control systems and T&B work.
25.8 T&B Submittal Requirement: Completed T&B report shall be delivered by
Construction Manager to Owner at Substantial Completion.
25.9 In addition to all other inspection obligations of Construction Manager under the
Contract Documents, Construction Manager shall provide structural inspections on threshold
buildings pursuant to a structural inspection plan prepared by the Design Professional. The term
threshold building" as used herein shall have the meaning prescribed in the Florida Building Code.
The purpose of the structural inspection plan is to provide specific inspection requirements,
procedures and schedules so the building's structure can be adequately inspected for compliance
with the applicable Contract Documents. Inspection of the shoring and reshoring for conformance
with the shoring and reshoring plans is also required. The threshold building inspection shall be
performed by a threshold inspector, certified by the State of Florida, and approved by Owner.
Construction Manager shall promptly provide to Owner and Design Professional copies of all
threshold building inspection reports.
26. DEFECTIVE WORK
26.1 Work not conforming to the requirements of the Contract Documents shall be
deemed defective Work. If required by Owner or Design Professional, Construction Manager shall,
as directed, either correct all defective Work, whether or not fabricated, installed or completed, or,
if the defective Work has been rejected by Owner or Design Professional, remove it from the site
and replace it with non-defective Work. Construction Manager shall bear all direct, indirect and
consequential costs of such correction or removal (including, but not limited
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to fees and charges of engineers, architects, attorneys, and other professionals) made necessarythereby, and shall hold Owner and Design Professional harmless for same.
26.2 If Owner or Design Professional consider it necessary or advisable that covered
Work be observed by Design Professional or inspected or tested by others, Construction Manager,
at Design Professional's or Owner's request, shall uncover, expose or otherwise make available for
observation, inspection or tests as Owner or Design Professional may require, that portion of the
Work in question, furnishing all necessary labor, material, and equipment. If it is found that such
Work is defective, Construction Manager shall bear all direct, indirect and consequential costs of
such uncovering, exposure, observation, inspection and testing and of satisfactory reconstruction
including, but not limited to, fees and charges of engineers, architects, attorneys and other
professionals), and Owner shall be entitled to an appropriate decrease in the Contract Amount. If,
however, such Work is not found to be defective, Construction Manager shall be allowed an
increase in the Contract Amount and/or an extension to the Contract Time, directly attributable to
such uncovering, exposure, observation, inspection, testing and reconstruction.
26.3 Owner shall have the right to order Construction Manager to stop all or any portion
of the Work if at any time Owner reasonably determines that Construction Manager's performance
of the Work is not in compliance with the requirements of the Contract Documents. Such
noncompliance shall include, but is not limited to, Construction Manager's failure to provide
adequate labor, materials or equipment to satisfactorily maintain the various Project schedules
including the Master Project Schedule). This right to stop the Work shall be exercised, if at all,
solely for Owner's benefit and nothing herein shall be construed as obligating Owner to exercise
this right for the benefit of Construction Manager or any other person.
26.4 Should Owner determine, at its sole opinion, it is in Owner's best interest to accept
defective Work, Owner may do so. Construction Manager shall bear all direct, indirect and
consequential costs attributable to Owner's evaluation of and determination to accept defective
Work. If such determination is rendered prior to final payment, a Change Order shall be executed
evidencing such acceptance of such defective Work, incorporating the necessary revisions in the
Contract Documents and reflecting an appropriate decrease in the Contract Amount. If Owner
accepts such defective Work after final payment, Construction Manager shall promptly pay Owner
an appropriate amount determined by Owner to adequately compensate Owner for its acceptance
of the defective Work.
26.5 If Construction Manager fails,within a reasonable time after the written notice from
Owner or Design Professional, to correct defective Work or to remove and replace rejected
defective Work as required by Owner or Design Professional, or if Construction Manager fails to
perform the Work in accordance with the Contract Documents, or if Construction Manager fails to
comply with any of the provisions of the Contract Documents, Owner may, after seven (7) days'
written notice to Construction Manager, correct and remedy any such deficiency. To the extent
necessary to complete corrective and remedial action, Owner may exclude Construction Manager
from any or all of the Project site, take possession of all or any part of the Work, and suspend
Construction Manager's services related thereto, take possession of Construction Manager's tools,
appliances, construction equipment and machinery at the Project site and incorporate in the Work
all materials and equipment stored at the Project site or for which Owner
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has paid Construction Manager but which are stored elsewhere. Construction Manager shall allow
Owner,Design.Professional and their respective representatives,agents,and employees such access
to the Project site as may be necessary to enable Owner to exercise the rights and remedies under
this Paragraph. All direct, indirect and consequential costs of Owner in exercising such rights and
remedies shall be charged against Construction Manager, and a Change Order or a Construction
Change Directive shall be issued, incorporating the necessary revisions to the Contract Documents,
including an appropriate decrease to the Contract Amount. Such direct, indirect and consequential
costs shall include, but not be limited to, fees and charges of engineers, architects, attorneys and
other professionals, all court and arbitration costs and all costs of repair and replacement of work
of others destroyed or damaged by correction, removal or replacement of Construction Manager's
defective Work. Construction Manager shall not be allowed an extension of the Contract Time
because of any delay in performance of the Work attributable to the exercise by Owner of Owner's
rights and remedies hereunder.
27. SUPERVISION AND CONSTRUCTION MANAGER'S REPRESENTATIVE
27.1 Construction Manager is responsible for supervising, coordinating and performing
the Work with such care and skill as would be provided by a contractor with extensive and special
expertise in the type of work required under the Contract Documents. Construction Manager is
responsible for completing the Work so that it complies accurately and completely with the
requirements of the Contract Documents. Construction Manager shall keep on the Work at all times
during its progress a competent resident representative who shall not be replaced without prior
written notice to Owner and Design Professional except under extraordinary circumstances. The
representative shall have authority to act on behalf of Construction Manager. All communications
given to the representative shall be as binding as if given to Construction Manager. Owner shall
have the right to direct Construction Manager to remove and replace its Project representative or
any other employee of Construction Manager or any employee of any subcontractor from this
Project, with or without cause.
27.2 Construction Manager shall maintain sufficient off-site support staff, and
competent full time staff at the Project site authorized to act on behalf of Construction Manager to
coordinate, inspect and provide general direction of the Work and progress of the subcontractors.
Construction Manager shall provide no less than those personnel during the respective phases of
construction that are set forth in Exhibit J to the Agreement. Construction Manager shall not change
any of those persons identified in Exhibit J unless mutually agreed to in writing by Owner and
Construction Manager. In such case, Owner shall have the right to approve the replacement
personnel.
27.3 Construction Manager shall establish and maintain lines of authority for its
personnel, and shall provide this information to Owner and all other affected parties, such as the
code inspectors of any permitting authority, the subcontractors, and Design Professional. Owner
and Design Professional may attend meetings between Construction Manager and its
subcontractors; however, such attendance is optional and shall not diminish either the authority or
responsibility of Construction Manager to administer the subcontracts.
27.4 Construction Manager shall be responsible to Owner for the acts and omissions of
its employees and agents and its subcontractors, their agents and employees, and all other
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persons performing any of the Work or supplying materials under a contract to Construction
Manager. Construction Manager shall develop and maintain a program, acceptable to Owner and
Design Professional, to assure quality control of the Work. Construction Manager shall supervise
the Work of all subcontractors, providing instructions to each when their portion of the Work does
not conform to the requirements of the Contract Documents and Construction Manager shall
continue to exert its influence and control over each subcontractor to ensure that corrections are
made in a timely manner so as to not affect the efficient progress of the Work. Should a
disagreement occur between Construction Manager and Design Professional over the acceptability
of the Work, Owner, in its sole discretion, shall have the right to determine the acceptability.
27.5 Construction Manager shall not employ on this Project any person who has been
convicted of a felony or misdemeanor-level criminal charge regarding sexual abuse or misconduct,
nor permit any subcontractor to assign any employee of it to this Project who has been convicted
of a felony or misdemeanor-level criminal charge regarding sexual abuse or misconduct.
28. PROTECTION OF WORK
28.1 Construction Manager shall fully protect the Work and adjacent property from loss
or damage and shall bear the cost of any such loss or damage until Substantial Completion is
achieved. If Construction Manager or anyone for whom Construction Manager is legally liable is
responsible for any loss or damage to the Work, or other work or materials of Owner or Owner's
separate contractors, Construction Manager shall be charged with the same, and any monies
necessary to replace such loss or damage shall be deducted from any amounts due Construction
Manager.
28.2 Construction Manager shall ascertain what temporary enclosures, if any, of
building areas, including existing facilities, should be provided for and may be provided as a
practical matter, in order to assure orderly progress of the Work and to protect and secure the Work
and existing facilities, in periods when extreme weather conditions are likely to be experienced.
28.3 Construction Manager shall not permit any unsafe loading of any structure at the
Project site, nor shall Construction Manager subject any part of the Work or adjacent property to
any forces that will endanger it.
28.4 Construction Manager shall not disturb any benchmark established by Owner with
respect to the Project. If Construction Manager, or its subcontractors, agents or anyone for whom
Construction Manager is legally liable, disturbs Owner's benchmarks, Construction Manager shall
immediately notify Owner and Design Professional. Owner shall have the benchmarks
reestablished and Construction Manager shall be liable for all costs incurred by Owner associated
therewith.
29. EMERGENCIES
29.1 Construction Manager shall take immediate action to prevent injury to any person
or damage to any property (including the Work and any adjacent property) which
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otherwise might arise from an emergency event at the Project site. Construction Manager shall give
Design Professional written notice within forty-eight (48) hours after the occurrence of the
emergency, if Construction Manager believes that any significant changes in the Work or variations
from the Contract Documents have been caused thereby. If Design Professional determines that a
change in the Contract Documents is required because of the action taken in response to an
emergency, a Change Order shall be issued to document the consequences of the changes or
variations. If Construction Manager fails to provide the forty-eight (48) hour written notice noted
above, Construction Manager shall be deemed to have waived any right it otherwise may have had
to seek an adjustment to the Contract Amount or an extension to the Contract Time. Construction
Manager is obligated to promptly report in writing to Owner all accidents relating to the Work that
result in any personal injury or property damage.
30. USE OF PREMISES
30.1 At all times during the performance of the Work, Construction Manager shall keep
all of its operations, (including, but not limited to, the use and storage of all equipment and
materials), within the Project site or such other areas as may be permitted by the Contract
Documents. Construction Manager shall not use the Project site in any manner that is unreasonably
burdensome or otherwise inconsistent with Owner's interest. Construction Manager is responsible
for any damage to any such area, or to the owner or occupant thereof, or any areas contiguous
thereto, resulting from the performance of the Work.
30.2 Except as required by the Contract Documents or otherwise required in order for
Construction Manager to satisfy its safety and security obligations under the Contract Documents,
Construction Manager shall not erect or install, nor shall it permit any of its subcontractors,
suppliers, subconsultants or any other party for whom it is legally responsible to erect or install,
any signage upon the Project site or any other property of Owner, unless such signage has been
expressly approved in writing by Owner, which approval may be withheld by Owner in its sole
discretion.
30.3 Construction Manager acknowledges that Work may be performed at a particular
Project site where Owner simultaneously is conducting and continuing its operations upon the same
site. In such event, Construction Manager shall coordinate its Work so as to cause no unreasonable
interference with or disruption to Owner's operations.
30.4 Owner may take early occupancy of all or any portions of the Work, at Owner's
election, by designating in writing to Construction Manager the specific portions of the Work to be
occupied and the date such occupancy shall commence. If any such specific early occupancy was
not expressly identified at the time the GMP was established and such early occupancy negatively
impacts Construction Manager's cost or time of performance, Construction Manager shall be
entitled to an equitable adjustment to the Contract Amount and the Contract Time,all in accordance
with the other terms and conditions of the Contract Documents.
31. SAFETY
31.1 Construction Manager is responsible for the safety and protection of all persons and
property on or about the Project site during the progress of the Work. Further, it is
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Construction Manager's responsibility to protect from damage or loss all material and equipment
to be incorporated into the Work which may be stored off the Project site. Construction Manager
shall develop and implement, in accordance with the requirements of the Contract Documents,
including those contained within the various documents identified in Exhibit E to the Agreement),
a safety plan for the Work.
31.2 Construction Manager shall comply with all applicable codes, laws, ordinances,
rules and regulations of Owner and any public body having jurisdiction over the Work, including
all of their safety codes, laws, ordinances, rules, and regulations. Construction Manager shall notify
owners of adjacent property and of any underground structures or improvements and utility owners
when prosecution of the Work may affect them, and shall cooperate with them in the protection,
removal, relocation or replacement of their property. Construction Manager's duties and
responsibilities for the safety and protection of the Work shall continue until such time as the Work
is completed and final acceptance of same by Owner has occurred.
31.3 At all times during the performance of the Work at the Project site, Construction
Manager shall have designated, and located on a full time basis at the Project site, a qualified
individual whose responsibility shall be to monitor and enforce Construction Manager's safety
program at the Project site. Construction Manager hereby designates its superintendent as that
safety representative. Construction Manager may designate by written notice to Owner another
individual, reasonably acceptable to Owner, who shall be Construction Manager's safety
representative at the Project site.
31.4 Alcohol, drugs, and all illegal substances are strictly prohibited on any Owner
property. All employees of Construction Manager, as well as those of all subcontractors and those
of any other person or entity for whom Construction Manager is legally liable (collectively referred
to herein as"Employees"),shall not possess or be under the influence of any such substances while
on any Owner property. Further, Employees shall not bring on to any Owner property any gun,
rifle or other firearm, or explosives of any kind.
31.5 Construction Manager acknowledges that the Work may be progressing on a
Project site which is located upon or adjacent to an existing Owner facility. In such event,
Construction Manager shall comply with the following:
31.5.1 All Owner facilities are smoke free. Smoking is strictly prohibited;
31.5.2 All Employees shall be provided an identification badge by Construction
Manager. Such identification badge must be prominently displayed on the outside of the
Employees' clothing at all times. All Employees working at the Project site must sign in
and out with Construction Manager each day;
31.5.3 Construction Manager shall strictly limit its operations to the designated
work areas and shall not permit any Employees to enter any other portions of Owner's
property without Owner's expressed prior written consent;
31.5.4 All Employees are prohibited from distributing any papers or other
materials upon Owner's property, and are strictly prohibited from using any of Owner's
telephones or other office equipment;
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31.5.5 All Employees shall at all times comply with OSHA regulations with
respect to dress and conduct at the Project site. Further, all Employees shall comply with
the dress, conduct and facility regulations issued by Owner's officials onsite, as said
regulations may be changed from time to time;
31.5.6 All Employees shall enter and leave Owner's facilities only through the
ingress and egress points identified in the site utilization plan approved by Owner or as
otherwise designated, from time to time, by Owner in writing;
31.5.7 When requested, Construction Manager shall cooperate with any ongoing
Owner investigation involving personal injury, economic loss or damage to Owner's
facilities or personal property therein;
31.5.8 The Employees may not solicit, distribute or sell products while on Owner's
property. Friends, family members or other visitors of the Employees are not permitted on
Owner's property; and
31.5.9 At all times Construction Manager shall adhere to Owner's safety and
security regulations, and shall comply with all security requirements at Owner's facilities,
as said regulations and requirements may be modified or changed by Owner from time to
time.
32. PROJECT MEETINGS
32.1 Prior to the commencement of Work, Construction Manager shall attend a
preconstruction conference with Owner and Design Professional and others as appropriate to
discuss the Master Project Schedule, procedures for handling shop drawings and other submittals,
and for processing Applications for Payment, and to establish a working understanding among the
parties as to the Work. During the prosecution of the Work, Construction Manager shall attend any
and all meetings convened by Owner or Design Professional with respect to the Project, when
directed to do so by Owner or Design Professional. Construction Manager shall have its
subcontractors and suppliers attend all such meetings (including the preconstruction conference) as
may be directed by Owner or Design Professional.
33. MATERIAL SAFETY DATA SHEET
33.1 If any chemicals, materials, or products containing toxic substances, as defined by
29 C.F.R. 1910, Subpart Z or any local, state or federal statutes or regulations, are contained in the
products used on site or incorporated into the construction by Construction Manager or any of its
subcontractors, Construction Manager shall provide to Design Professional and Owner a Material
Safety Data Sheet at the time of each delivery or prior to each new use of such product.
34. AUDITING RIGHTS
34.1 Construction Manager shall keep all records and supporting documentation which
concern or relate to the Work hereunder for a minimum of three (3) years from the date of
termination of this Contract or the date the Project is completed, whichever is later or such longer
period of time as may be required by law. Construction Manager shall require all of its
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subcontractors to likewise retain all of their Project records and supporting documentation. Owner,
and any duly authorized agents or representatives of Owner, shall be provided access to all such
records and supporting documentation at any and all times during normal business hours upon
request by Owner. Further, Owner, and any duly authorized agents or representatives of Owner,
shall have the right to audit, inspect and copy all of Construction Manager's and any subcontractor's
Project records and documentation as often as they deem necessary and Construction Manager shall
cooperate in any audit, inspection, or copying of the documents. These access, inspection, copying
and auditing rights shall survive the termination of this Contract.
34.2 If at any time, Owner conducts such an audit of Construction Manager's records
and documentation and finds that Construction Manager overcharged Owner, Construction
Manager shall pay to Owner the Overcharged Amount which is defined as the total aggregate
overcharged amount together with interest thereon (such interest to be established at the rate of
12% annum). If the Overcharged Amount is equal to or greater than $10,000.00, Construction
Manager shall pay to Owner the Overcharged Amount and the Audit Amount which is defined as
the total aggregate of Owner's reasonable audit costs incurred as a result of its audit of
Construction Manager. Owner may recover the Overcharged Amount and the Audit Amount, as
applicable, from any amount due or owing Construction Manager with regard to the Project or
under any other agreement between Construction Manager and Owner. If such amounts owed
Construction Manager are insufficient to cover the Overcharged Amount and Audit Amount, as
applicable, then Construction Manager hereby acknowledges and agrees that it shall pay such
remaining amounts to Owner within seven (7) business days of its receipt of Owner's invoice for
such remaining amounts. In no event shall the Overcharged Amount or the Audit Amount be
deemed a reimbursable Cost of the Work.
34.3 This Article 34, including all access, inspection, copying, auditing, reimbursement
and repayment rights shall survive the termination of this Contract.
35. COMPLIANCE WITH LAWS
35.1 Construction Manager agrees to comply, at its own expense, with all federal, state
and local laws, codes, statutes, ordinances, rules, administrative orders, regulations and
requirements applicable to the Project, including but not limited to those dealing with safety
including,but not limited to,the Trench Safety Act, Chapter 553, Florida Statutes). If Construction
Manager observes that the Contract Documents are at variance therewith, it shall promptly notify
Owner and Design Professional in writing.
35.2 For federally funded projects, Construction Manager must comply with all federal
rules and regulations including but not limited to those defined in the Davis Bacon Wage Rate Act.
36. SUBCONTRACTS
36.1 Construction Manager shall review the design and shall determine how it desires
to divide the sequence of construction activities. Construction Manager will determine the
breakdown and composition of bid packages for award of subcontracts, based on the current
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Master Project Schedule, and shall supply a copy of that breakdown and composition to Owner and
Design Professional for their review and approval. 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 costs.
36.2 A subcontractor is any person or entity who is performing, furnishing, supplying or
providing any portion of the Work pursuant to a contract with Construction Manager. Construction
Manager shall be solely responsible for and have control over the subcontractors. Construction
Manager shall negotiate all Change Orders, Construction Change Directive, Field Orders and
Request for Proposals, with all affected subcontractors and shall review the costs of those proposals
and advise Owner and Design Professional of their validity and reasonableness, acting in Owner's
best interest, prior to requesting approval of each Change Order from Owner.
36.3 When Construction Manager submits its guaranteed maximum price proposal to
Owner, Construction Manager also shall submit to Owner a list of the names, addresses, licensing
information and phone numbers of the subcontractors Construction Manager intends to use for each
portion of the Work, as well as identifying in writing those portions of the Work it intends to
perform with its own employees. The list identifying each subcontractor cannot be modified,
changed, or amended without prior written approval from Owner. Any and all work to be self-
performed by Construction Manager must be approved in writing by Owner in its sole discretion
prior to commencement of such work. Construction Manager shall continuously update that
subcontractor list, so that it remains current and accurate throughout the entire performance of the
Work. Construction Manager shall not enter into a subcontract with any subcontractor, if Owner
reasonably objects to that subcontractor. Construction Manager shall not be required to contract
with anyone it reasonably objects to. As part of the Project document file to be maintained by
Construction Manager at the Project site, Construction Manager shall keep on file a copy of the
license for every subcontractor and sub-subcontractor performing any portion of the Work, as well
as maintain a log of all such licenses. All subcontracts between Construction Manager and its
subcontractors shall be in writing and are subject to Owner's approval. Further, all subcontracts
shall (1) require each subcontractor to be bound to Construction Manager to the same extent
Construction Manager is bound to Owner by the terms of the Contract Documents, as those terms
may apply to the portion of the Work to be performed by the subcontractor, (2) provide for the
assignment of the subcontracts from Construction Manager to Owner at the election of Owner upon
termination of Construction Manager, (3) provide that Owner will be an additional indemnified
party of the subcontract, (4) provide that Owner will be an additional insured on all insurance
policies required to be provided by the subcontractor except workers' compensation, (5) assign
all warranties directly to Owner,
6) identify Owner as an intended third-party beneficiary of the subcontract, and (7) incorporate
Exhibit E into all of its subcontracts (and require similar incorporation into all sub-subcontracts).
Construction Manager shall make available to each proposed subcontractor, prior to the execution
of the subcontract, copies of the Contract Documents to which the subcontractor will be bound by
this Paragraph 36.3 and identify to the subcontractor any terms and conditions of the proposed
subcontract which may be at variance with the Contract Documents. Each subcontractor shall
similarly make copies of such documents available to its sub-subcontractors.
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36.4 The subcontractor must agree to provide field (on-site) supervision through a
named superintendent for each trade (e.g., general concrete forming and placement, masonry,
mechanical, plumbing, electrical and roofing) included in the subcontract. In addition, the
subcontractor shall assign and name a qualified employee for scheduling direction for its work. The
supervisory employees of the subcontractor (including field superintendent, foreman and
schedulers at all levels) must have been employed in a supervisory (leadership) capacity of
substantially equivalent level on a similar project for at least two years within the last five years.
The subcontractor shall include a resume of experience for each employee identified by it to
supervise and schedule its work.
36.5 Unless otherwise expressly agreed to by Owner in writing, all subcontracts shall
provide:
36.5.1 On all subcontracts where the bid exceeds $200,000, 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 unreasonably withheld. Construction Manager shall include in
the GMP the value applied to all subcontract values to cover the cost of subcontractor
bonds, or at the option of the Construction Manager, the use of Subcontractor Default
Insurance (SDI) 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.
36.5.2 On all subcontracts where the bid exceeds $200,000.00, each subcontractor
must submit a completed experience questionnaire and financial statement. The
subcontractor's financial condition must demonstrate that adequate fixed and liquid assets
and equipment are available to properly perform the subcontract.
36.5.3 Subcontractor experience - The subcontractor must have successfully
completed no less than two projects of similar size and complexity within the last five
years.
36.5.4 LIMITATION OF REMEDIES -NO DAMAGES FOR DELAY
That the subcontractor's exclusive remedy for delays in the performance of the
contract caused by events beyond its control, including delays claimed to be caused by Owner or
Design Professional or attributable to Owner or Design Professional and including claims based
on breach of contract or negligence, shall be an extension of its contract time.
In the event of a change in the work, the subcontractor's claim for adjustments in
the contract sum are limited exclusively to its actual costs for such changes plus no more than 10%
for overhead and profit.
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The subcontract shall require the subcontractor expressly agree that the foregoing
constitute its sole and exclusive remedies for delays and changes in the Work and thus eliminate
any other remedies for claim for increase in the subcontract price, damages, losses or additional
compensation. Further, Construction Manager shall incorporate terms of Paragraph 11.4 in all of
its subcontracts and require all subcontractors to similarly incorporate such terms into their sub-
subcontracts.
36.5.5 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 Construction Manager must submit such claims to Owner, and that failure
to comply with such conditions for giving notice and submitting claims shall result in the
waiver of such claims.
37. MARKET ANALYSIS AND SOLICITATION OF BIDS
37.1 The purpose of this Paragraph is to insure that Construction Manager makes a
genuine effort to stimulate subcontractor interest in the Project and maximize participation of
potential qualified subcontractors in the bidding process. At all times Owner shall have access to
and the right to require copies of all correspondence, records, files and other bid documents
including all bid responses) with respect to the bidding process. Further, Construction Manager
shall notify Owner of the date, time and place of all bid openings and Owner shall have the right
to attend any and all such bid openings. All bid openings shall be conducted in Collier County,
Florida. Finally, Construction Manager shall develop in writing subcontract bidding procedures for
Owner's review and approval. Once those procedures have been approved by Owner, Construction
Manager shall not deviate from such procedures without obtaining Owner's prior written consent.
37.1.1 Construction Manager shall monitor conditions in the construction market
to identify factors that will or may affect costs and time for completing the Work;
Construction Manager shall make an analysis as necessary to (i) determine and report on
availability of labor, materials, equipment, potential bidders, and possible impact of any
shortages or surpluses of labor or material, and (ii) in light of such determination, make
recommendations and take action 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 Contract Time.
37.1.2 Within thirty (30) days after execution of this Contract, 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, Construction Manager shall submit to
Owner and Design Professional a list of potential bidders for their review and approval.
Construction Manager shall be responsible for promoting and encouraging bid
competition.
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37.1.3 Construction Manager shall carry out an active program of stimulating
interest of qualified subcontractors in bidding on the Work and of familiarizing those
bidders with the requirements of this Project.
37.2 Solicitation of Bids.
37.2.1 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. In the event that the Construction
Manager determines the lowest, qualified, responsive vendor should not be Awarded the
bid,written justification shall be provided to,and approved by,the Owner prior to awarding
an alternate 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 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 firm defining the scope and quality of work to be provided.
3) Contracts exceeding $50,000 but not exceeding $200,000 may be
entered into by the Construction Manager with the firm who is qualified and submits the
lowest responsible and responsive bid. The Construction Manager shall advertise these
projects at least once with the last advertisement appearing at least ten (10) calendar days
prior to the established bid opening date. These bids shall be based on approved plans and
specifications. The bids shall be entered on a bid tabulation sheet and shall be furnished to
the Owner, Design Professional and to each firm. The written bids shall be submitted to
the owner and to the Design Professional for approval. The successful bid shall be
confirmed by written contract or purchase order to the 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.
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4) Contracts exceeding$200,000 shall be treated the same as described
under item (3) above, except that the advertisement shall run for at least thirty (30)
days prior to the established bid opening and at least five (5) days prior to any scheduled
pre-bid conference. In obtaining bids, the Construction Manager shall seek to ensure that
its award practices provide fair and equitable opportunities for vendors/contractors to
responds to Owner's needs.
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: None. Owner acknowledges that these entities are not disqualified
from the subcontractor bidding process or from being awarded a subcontract solely because
of this relationship.
37.2.2 As part of such preparation, the Construction Manager shall review the
specifications and drawings prepared by the Design Professional. Ambiguities, conflicts
or lack of clarity of language,use of illegally restrictive requirements, and any other defects
in the specifications or in the drawings noted by the Construction Manager shall be brought
to the attention of Owner's Representative and Design Professional in written form.
37.2.3 For each separate construction subcontract,the Construction Manager shall,
unless waived by Owner, conduct a pre-bid conference with prospective bidders, the
Design Professional and Owner's Representative. In the event questions are raised which
require an interpretation of the bidding documents or otherwise indicate a need for
clarification or correction of the invitation 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.
37.2.4 The Construction Manager shall establish a qualification procedure for
applicable subcontract trades.
37.2.5 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 above. 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
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or reject the lowest responsive bidder and to enter into the same process with the next
lowest bidder. The Construction Manager shall make sure that the Design Professional and
the Owner are in agreement with the Construction Manager when choosing not to accept
the lowest bidder due to his professional opinion that the low bidder will not be able to
meet the quality desired, schedule, or other factors identified by the Construction Manager.
The GMP approved in this contract will reflect that the parties agree with the selection of
subcontractors.
38. PARTNERING
38.1 Construction Manager,prior to commencement of the Construction Phase Services,
shall prepare and submit for Owner's approval a proposed Partnering Program for the Project. The
Partnering Program shall contain,at a minimum,procedures for the enhancement of communication
and cooperation between Owner, Construction Manager, Design Professional, separate contractors,
inspectors and other consultants and subcontractors on the Project, as well as procedures for the
speedy and efficient resolution of problems and disagreements during construction. Upon approval
by Owner,the Partnering Program shall be implemented and coordinated by Construction Manager
throughout the remainder of the Project.
39. SECURING AGREEMENT
39.1 Construction Manager warrants that Construction Manager has not employed or
retained any company or person, other than a bona fide employee working solely for Construction
Manager, to solicit or secure this Contract and that Construction Manager has not paid or agreed to
pay any person, company, corporation, individual or firm, other than a bona fide employee working
solely for Construction Manager, any fee, commission, percentage, gift or any other consideration
contingent upon or resulting from the award or making of this Contract. At the time this Contract
is executed, Construction Manager shall sign and deliver to Owner the Truth-in-Negotiation
Certificate attached hereto and made a part hereof as Exhibit L. Construction Manager's
compensation shall be adjusted to exclude any sums by which Owner determines the compensation
was increased due to inaccurate, incomplete, or non-current wage rates or other factual unit costs.
40. PUBLIC ENTITY CRIMES
40.1 By its execution of this Agreement, Construction Manager acknowledges that it has
been informed by OWNER of the terms of Section 287.133(2)(a) of the Florida Statutes which read
as follows:
A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a bid on
a contract to provide any goods or services to a public entity for the
construction or repair of a public building or public work, may not
submit bids on leases of real property to a public entity, may not be
awarded or perform work as a contractor, supplier, subcontractor, or
consultant under a contract with any public entity in excess of the
threshold amount provided in s. 287.017 for CATEGORY TWO for a
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period of 36 months from the date of being placed on the convicted
vendor list."
41. EQUAL EMPLOYMENT OPPORTUNITY/NON-DISCRIMINATION/MWBE/LDB
AND APPRENTICESHIP PROGRAM
41.1 In performing all services to be provided hereunder, Construction Manager shall
not discriminate against any employee or applicant for employment because of race, color, religion,
sex or national origin. Construction Manager shall take affirmative action to ensure that applicants
for employment are employed, and that employees are treated during employment, without regard
to their race, color, religion, sex or national origin. Such actions shall include, but not be limited
to, the following: (i) employment, upgrading, demotion or transfer; (ii) recruitment or recruitment
advertising; (iii) layoff or termination; (iv) rates of pay or other forms of compensation; and (v)
selection for training, including apprenticeship. Construction Manager shall post in conspicuous
places, available to all employees and applicants for employment notices setting forth the terms of
this Equal Employment Opportunity Non-Discrimination Clause and stating that all qualified
candidates will receive consideration for employment without regard to race, color, religion, sex or
national origin.
42. CHANGED CONDITIONS
42.1 Notwithstanding anything in the Contract Documents to the contrary, if conditions
are encountered at the Project site which are (i) subsurface or otherwise concealed physical
conditions which differ materially from those indicated in the Contract Documents or (ii) unknown
physical conditions of an unusual nature, which differ materially from those ordinarily found to
exist and generally recognized as inherent in construction activities of the character provided for in
the Contract Documents, and which reasonably should not have been discovered by Construction
Manager as part of its scope of site investigative services required pursuant to the terms of the
Contract Documents, then Construction Manager shall provide Owner with prompt written notice
thereof before conditions are disturbed and in no event later than seven (7) calendar days after first
observance of such conditions. Owner and Design Professional shall promptly investigate such
conditions and, if they differ materially and cause an increase or decrease in Construction
Manager's cost of, or time required for, performance of any part of the Work, Owner will
acknowledge and agree to an equitable adjustment to the Contract Amount or Contract Time, or
both, for such Work. If Owner determines that the conditions at the site are not materially different
from those indicated in the Contract Document or not of an unusual nature or should have been
discovered by Construction Manager as part of its investigative services, and that no change in the
terms of the Contract is justified, Owner shall so notify Construction Manager in writing, stating its
reasons. Claims by Construction Manager in opposition to such determination by Owner must be
made within seven (7) calendar days after Construction Manager's receipt of Owner's written
determination notice. If Owner and Construction Manager cannot agree on an adjustment to the
Contract Amount or Contract Time, the dispute resolution procedure set forth in the Contract
Documents shall be complied with by the parties.
END OF GENERAL TERMS AND CONDITIONS]
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EXHIBIT B
SUPPLEMENTAL TERMS AND CONDITIONS
The following Supplemental Terms and Conditions hereby amend, modify and supersede
in the event of a conflict the terms of the Agreement and the General Terms and Conditions
attached thereto as Exhibit A.
A. Construction Manager shall provide Owner, its representatives and Design
Professional with copies of a Policy and Procedure Manual (total number of copies not to exceed
5) developed and updated in accordance with the following requirements:
1.Upon execution of the Agreement, and if required by Owner's
Representative, Construction Manager shall develop a draft of the
comprehensive Policy and Procedure Manual describing the services to be
provided by Construction Manager per the Contract Documents. This shall
provide a plan for the control, direction, coordination and evaluation of the
Work performed throughout the Project; the Project organization including
identification of key personnel, responsibilities of Construction Manager,
Owner and Design Professional; Workflow diagrams; and strategy for
bidding and subcontracting the Work. Owner shall have the right to review
the Policy and Procedure Manual and to approve its content and format.
The Policy and Procedure Manual may be updated as necessary throughout
the Pre-Construction and Construction Phases, but substantive changes will
not be made without Owner's prior written concurrence. An electronic copy
of the Policy and Procedure Manual and any updates shall be submitted to
Owner and Design Professional, with one hard copy being maintained on
the work site. In developing the Policy and Procedure Manual,
Construction Manager shall coordinate and consult with Owner and Design
Professional. The initial manual shall be submitted to Owner for approval.
2.Contents of Policy and Procedure Manual: The Policy and Procedure
Manual shall describe in detail the procedures for executing the Work and
the organizations participating. The Policy and Procedure Manual shall
include, as a minimum, the following sections:
2.1 Project Definition: The known characteristics of the Project and
sub-projects shall be described in general terms which will provide
the participants a basic understanding of the Project and sub-
proj ects.
2.2 Project Goals: The schedule, budget, physical, technical and other
objectives for the Project shall be defined.
2.3 Project Strategy: A narrative description of the Project delivery
methods which shall be utilized to accomplish the Project goals.
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2.4 Project Work Plan: A matrix display of the Work to be performed
by Construction Manager, as well as the services and items to be
furnished by Design Professional and Owner during each phase of
the Project.
2.5 Project Organization: A summary organization chart showing the
interrelationships between Owner, Construction Manager and
Design Professional, and other supporting organizations and
permitting review agencies. Detailed charts, one each for
Construction Manager and Design Professional, showing
organizational elements participating in the Project shall be
included.
2.6 Responsibility Performance Chart: A detailed matrix showing the
specific responsibilities and interrelationships of Owner, Design
Professional, and Construction Manager. The Responsibility
Performance Chart shall indicate major responsibility, and minor
responsibility, for each specific task required to deliver the Project.
Construction Manager shall develop a similar chart for the personnel
within its own organization who are assigned to the Project, as well
as for Design Professional's and Owner's personnel assigned to the
Project from data supplied by them.
2.7 Flow Diagrams: These charts shall display the flow of information
and the decision process for the review and approval of shop
drawings and submittals, progress, and change orders.
2.8 Written Procedure: The Construction Manager will provide written
procedures for communications and coordination required between
Construction Manager, Design Professional and Owner throughout
the Project. Procedures shall cover such items as correspondence,
minutes, reports, inspections, team meetings, technical reviews,
design reviews, and other necessary communications.
2.9 Emergency Contact List: A complete list of the names, company
affiliation and emergency contact phone numbers (both day and
night) for all key Project personnel from Owner, Construction
Manager and Design Professional, as well as from all
subcontractors, subconsultants and suppliers of any of them. This
list shall be continuously updated by Construction Manager
throughout the Project duration, with Construction Manager
distributing a copy of all updates to Owner and Design Professional.
3.This Policy and Procedure Manual shall be completed and submitted to
Design Professional and Owner for their review and Owner's approval as
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a condition precedent to payment by Owner to Construction Manager for
any services provided in the Construction Phase under this Contract.
4.This Policy and Procedure Manual is merely an amplification and
clarification of this Contract. Any conflicts between the Policy and
Procedure Manual and this Contract shall be governed by the latter.
B. Construction Manager shall utilize the County's online Project Management
Information System ("PMIS"), (Procore) and utilize all tools including Requests for Information
RFIs), Submittals,Daily Log,Photos,Drawings, Specification,Meetings, Schedule, Transmittals,
Inspections, Incidents, Budget, Documents and Directory, and other tools as required by Collier
County. The Construction Manager will be given full access to Procore and will be responsible for
managing the RFI and Submittal workflows, document management, drawing meeting
management and all other project management tools to ensure an efficient project. The
Construction Manager will be able to invite subcontractors to the project to ensure full
participation. This system shall be in place for both the Pre-Construction Phase and Construction
Phase services pursuant to this Contract.
1.General:
1.1 The reports, documents, and data to be provided shall represent an
accurate assessment of the current status of the Project and of the
Work remaining to be accomplished and it shall provide a sound
basis for identifying variances and problems and for making
management decisions.
1.2 The above reports shall be submitted at least on a monthly basis, if
requested by Owner.
2. Narrative Reporting Subsystem.
2.1 Construction Manager shall prepare written reports as described
hereunder utilizing Collier County's Procore system.
2.2 The Narrative Reporting Subsystem shall include the following
reports:
2.2.1 Monthly Executive Summary which provides an overview
of current issues and pending decisions, future developments
and expected achievements, and any problems or delays,
including code violations found by any permitting authority.
2.2.2 Monthly Cost Narrative describing the current construction
cost estimate status of the Project.
2.2.3 A Monthly Scheduling Narrative summarizing the current
status of the overall Master Project Schedule and an
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explanation of all variances from the plan. This report shall
include an analysis of the various Project subschedules, a
description of the critical path, and other analyses as
necessary to compare planned performance with actual
performance.
2.2.4 Monthly Accounting Narrative describing the current cost
and payment status for the entire Project. This report shall
relate current encumbrances and expenditures to the budget
allocations. An explanation for all variances shall be
provided.
2.2.5 A Monthly Construction Progress Report during the
Construction Phase summarizing the Work of the various
subcontractors. This report shall include information from
the weekly job site meetings as applicable such as general
conditions, long lead supplies, current deliveries, safety and
labor relations, programs, permits, construction problems
and recommendations, and plans for the succeeding month.
2.2.6 Daily Construction Diary during the Construction Phase
describing events and conditions on the site.
2.3 The Reports outlined in subparagraphs 2.2.1 through 2.2.5 above
shall be bound with applicable computer schedule reports and
submitted monthly during Design and Construction Phases and shall
be current through the end of the preceding month. Copies shall be
delivered to Owner and Design Professional. A copy of the
complete diary shall be submitted to Owner at the conclusion of the
Project in either a hard copy or electronic copy format, as requested
by Owner.
3.Schedule Control Subsystem.
3.1 Master Project Schedule: Prior to the submittal of its first
application for payment, Construction Manager shall submit to
Owner and Design Professional for their review and approval a
Master Project Schedule covering the planning and design
approvals, construction, and Owner occupancy of the Project. This
schedule shall conform to the format outlined in Paragraph 3.4
below. This schedule shall serve as the framework for the
subsequent development of all detailed schedules and shall be
updated monthly by Construction Manager throughout the Project.
Within fifteen (15) calendar days of Construction Manager's
submittal, Owner and Design Professional shall review the schedule
and provide Construction Manager a written list of corrections
needed to approve the schedule. Construction
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Contractor must make all corrections and resolve all comments
within thirty (30) calendar days after its receipt of Owner's and
Design Professional's comments. If the schedule is not approved
within said thirty (30) calendar days, Owner and Design
Professional will withhold all Contract payments until the schedule
is approved. The acceptance of the schedule by Owner and Design
Professional in no way attests to the validity of the assumptions,
logic constraints, dependency relationships, resource allocations,
manpower and equipment, and any other aspect of the proposed
schedule. Construction Manager is and shall remain solely
responsible for the planning and execution of all Work in order to
meet Project milestones or Contract completion dates.
3.2 Construction Schedule: Construction Manager shall prepare and
submit to Owner and Design Professional, for their review and
approval, a Construction Schedule. This schedule shall conform to
the format outlined in Paragraph 3.4 below. The approved
Construction Schedule shall be attached to the GMP Amendment.
The Construction Schedule shall be integrated into the Master
Project Schedule.
3.2.1 Following development and approval of the Construction
Schedule as aforesaid, Construction Manager shall, at the
end of each calendar month occurring thereafter during the
period of time required to finally complete the Project, or at
such earlier intervals as circumstances may require, update
and/or revise the Construction Schedule which shall be
submitted to Owner in duplicate. No additional
compensation will be due Construction Manager for making
such updates. Failure of Construction Manager to update,
revise, and submit the Construction Schedule as aforesaid
shall be sufficient grounds for Owner to find Construction
Manager in substantial default hereunder and that sufficient
cause exists to terminate the Contract or to withhold payment
to Construction Manager until a schedule or schedule update
acceptable to Owner is submitted.
3.3 Construction Manager shall prepare and incorporate into the
schedule database, at the required intervals,the following schedules:
3.3.1 Pre-Bid Schedules (Subnetworks): Construction Manager
shall prepare a construction schedule for that portion of the
Work encompassed in each bid package. The schedule shall
be sufficiently detailed as to be suitable for inclusion in the
bid package as a framework for subcontract
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completion by the successful bidder. It shall show the
interrelationships between the Work of the successful bidder
and that of other subcontractors, and shall establish
milestones keyed to the Master Project Schedule.
3.3.2 Subcontractor Construction Schedules(Subnetworks): Upon
the award of each subcontract, Construction Manager shall
jointly with the subcontractor, develop a schedule which is
more detailed than the pre-bid schedule included in the bid
packages, taking into account the work schedule of the other
subcontractors. The subcontractor's construction schedule
shall include as many activities as necessary to make the
schedule an effective tool for construction planning and for
monitoring the performance of the subcontractor. The
subcontractor's construction schedule also shall show
pertinent activities for material purchase orders, manpower
supply, shop drawing schedules and material delivery
schedules.
3.3.3 Occupancy Schedule: Construction Manager shall jointly
develop with Design Professional and Owner a detailed plan,
inclusive of punch lists, final inspections, maintenance
training and turn-over procedures, to be used for ensuring
accomplishment of a smooth and phased transition from
construction to Owner occupancy. The Occupancy Schedule
shall be produced and updated monthly from its inception
through final Owner occupancy and shall be integrated into
the Master Project Schedule.
3.4 Schedule Format: The Master Project Schedule and the
Construction Schedule shall be planned and recorded with a Critical
Path Method (CPM) schedule in the form of an activity- on-node
diagram. All activity-on-node diagrams shall include the Activity
Identification, Activity Description, and the type of relationship
between activities, including any lead or lag time, as well as being
cost loaded. Further, both the Master Project Schedule and the
Construction Schedule shall incorporate and be based upon the
Project milestone dates set forth in Exhibit Ito the Agreement.
3.4.1 If requested by Owner or Design Professional, Construction
Manager shall furnish any information needed to justify the
reasonableness of activity duration. Such information shall
include, but not be limited to, estimated activity manpower,
anticipated quantities, and production rates.
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3.4.2 Procurement shall be identified with at least two (2)
activities: fabrication and delivery. Construction Manager
shall insure that all Work activities that require a submittal
are preceded by the appropriate submittal and approval
activities.
3.4.3 Only contractual constraints shall be shown in the schedule
logic. No other restraints are allowed unless approved in
writing by Owner or Design Professional. This disallowance
of constraints includes the use of any mandatory start or
finish dates selected by Construction Manager.
3.4.4 Activities shall be identified by codes to reflect the
responsible party for the accomplishment of each activity
only one party per activity), the Phase/Stage of the Project
for each activity, and the Area/Location of each activity
3.4.5 The construction time for the Work, or any milestone, shall
not exceed the specified Contract Time. Logic or activity
durations shall be revised in the event that any milestone or
Contract completion date is exceeded in the schedule.
3.4.6 Float is defined as the amount of time between when an
activity "can start" (the early start) and when an activity
must start" (the late start). It is understood by Owner and
Construction Manager that float is a shared commodity, not
for the exclusive use or financial benefit of either party.
Either party has the full use of the float until it is depleted.
3.4.7 The CPM schedules must be compatible with Procore. It is
Construction Manager's responsibility to ascertain the
software compatibility with Owner or Design Professional.
3.4.8 Initial Schedule Submittal Requirements:
3.4.8.1 Predecessor/Successor Sort
3.4.8.2 Total Float/Early Start Sort
3.4.8.3 Responsibility/Early Start Sort
3.4.8.4 Area/Early Start Sort
3.4.8.5 Logic Diagram: Upon request of Owner, Produce
diagram with not more than 100 activities per
ANSI D (24-inch x 36-inch) size sheet. Insure
each sheet includes title, match data
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or diagram correlation, and key to identify all
components used in the diagram.
3.4.8.6 Narrative discussing general approach to
completion of the Work.
3.4.9 Schedule Update Requirements: Construction Manager shall
update the schedules monthly to show actual, current
progress. The schedule updates shall be submitted within
seven (7) calendar days of the data dates. The updates shall
include:
3.4.9.1 Dates of activities' actual starts and completions.
3.4.9.2 Percent of Work remaining for activities started
but not completed as of the update date.
3.4.9.3 Narrative report including a listing of monthly
progress,the activities that define the critical path
and any changes to the path of critical activities
from the previous update, sources of delay, any
potential problems, requested logic changes, and
Work planned for the next month.
3.4.9.4 Predecessor/Successor Sort
3.4.9.5 Total Float/Early Start Sort
3.4.9.6 Responsibility/Early Start Sort
3.4.9.7 Area/Early Start Sort
3.4.9.8 Upon request of Owner, Fragnet of logic diagram
for all requested logic changes.
3.4.9.9 Updated logic diagram as required by Owner. At
a minimum, Owner shall require a final logic
diagram at the end of the Work showing the
planned and actual starts and completions.
3.4.9.10 A bar chart comparison of the updated schedule to
the initial schedule. This diagram shall show
actual and planned performance dates for all
completed activities.
3.4.9.11 All update information shall be an accurate
representation of the actual Work progress.
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3.5 Recovery Schedule: If the initial schedule or any current updates
fail to reflect the Work's actual plan or method of operation, or a
contractual milestone date is more than fifteen (15) days behind,
Owner may require that a recovery schedule for completion of the
remaining Work be submitted. The Recovery Schedule must be
submitted within seven (7) calendar days of Owner's request. The
Recovery Schedule shall describe in detail Construction Manager's
plan to complete the remaining Work by the required Contract
milestone date. The Recovery Schedule submitted shall meet the
same requirements as the original Construction Schedule. The
narrative submitted with the Recovery Schedule should describe in
detail all changes that have been made to meet the Contract
milestone dates.
3.6 Change Orders: When a Change Order is proposed, Construction
Manager must identify all logic and/or schedule changes as a result
of the Change Order. The logic and/or schedule changes required
by the Change Order will be considered incidental to Construction
Manager's work. No separate payment will be made.
3.7 Cost Control Subsystem: The operation of this subsystem shall
provide sufficient timely cost data and detail to permit Construction
Manager to control and adjust the Project requirements, needs,
materials, equipment and systems by building and site elements so
that the Work will be completed at a cost which, together with the
Construction Management Fee, will not exceed the GMP.
Requirements of this subsystem include submissions at the
following phases of the Project:
3.8 Pre-Construction Phase Estimates; and
3.9 At establishment of the GMP.
4.Project Accounting Subsystem: This subsystem shall enable Construction
Manager to plan effectively and Owner to monitor and control the funds
available for the Project, cash flow, costs, Change Orders, Construction
Change Directives, payments, and other major financial factors by
comparison of budget, estimate, total commitment, amounts invoiced, and
amounts payable, and also enable Owner to stay informed as to the overall
Project status. All reports to be generated as part of this subsystem shall be
consistent with the Project Funding Schedule (if any). This subsystem will
be produced and updated monthly and includes the following reports:
4.1 Costs Status Report representing the budget, estimate, and base
commitment (awarded subcontracts and purchase orders) for any
given subcontract or budget line item. It shall show approved
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Change Orders and Construction Change Directive for each
subcontract which when added to the base commitment will become
the total commitment. Pending Change Orders also will be shown
to produce the total estimated probable cost to complete the Work.
4.2 A Payment Status Report showing the value in place (both current
and cumulative), the amount invoiced (both current and
cumulative), and the balance remaining. A summary of this report
shall accompany each pay request.
4.3 A Detailed Status Report showing the complete activity history of
each item in the Project accounting structure and includes an earned
value graph. It shall include the budget, estimate, and base
commitment figures for each subcontract. It shall give the Change
Order history, including Change Order numbers, description,
proposed and approved dollar amounts. It also shall show all
pending or rejected Change Orders.
4.4 A Cash Flow Diagram showing the projected accumulation of cash
payments against the Project. Cash flow projections shall be
generated for anticipated monthly payments as well as cumulative
payments.
4.5 A Job Ledger shall be maintained as necessary to supplement the
operation of the Project accounting subsystem. The job ledger will
be used to provide construction cost accountability for general
conditions work,on-site reimbursable expenses, and costs requiring
accounting needs.
END OF SUPPLEMENTAL TERMS AND CONDITIONS]
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EXHIBIT C
FORM OF PAYMENT BOND
BOND NO.
PUBLIC PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS: That
as Principal, and as Surety, located at
Business Address) are held and firmly bound to
as Obligee in the sum of($ for the
payment whereof we bind ourselves, our heirs, executors,personal representatives, successors and
assigns,jointly and severally.
WHEREAS, Principal has entered into a contract dated as of the day of
20_, with Obligee for
in accordance with drawings and specifications, which contract is incorporated by reference and
made a part hereof, and is referred to 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, services, 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 Surety's obligation under this
Bond.
The provisions of this bond are subject to the time limitations of Section 255.05(2). In no
event will the Surety be liable in the aggregate to claimants for more than the penal sum of this
Payment Bond, regardless of the number of suits that may be filed by claimants.
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IN WITNESS WHEREOF, the above parties have executed this instrument this_ day
of 2022,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 PRINCIPAL:
in the presence of:
By:
Witnesses as to Principal Name:
Its:
STATE OF
COUNTY OF
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.
My Commission Expires:
Notary Public (Signature)
AFFIX NOTARY SEAL)
Printed Name)
Title or Rank)
Serial Number,if any)
ATTEST:SURETY:
Printed Name)
Business Address)
Witnesses as to Surety Authorized Signature)
Printed Name)
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OR
As Attorney in Fact
Attach Power of Attorney)
Witnesses
Business Address)
Printed Name)
Telephone Number)
STATE OF
COUNTY OF
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.
My Commission Expires:
Notary Public (Signature)
AFFIX NOTARY SEAL)
Printed Name)
Title or Rank)
Serial Number,if any)
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EXHIBIT D
FORM OF PERFORMANCE BOND
BOND NO.
PUBLIC PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS: That
as Principal, and as Surety, located at
Business Address) are held and firmly bound to
as Obligee in the sum of
for the payment
whereof we bind ourselves, our heirs, executors, personal representatives, successors and assigns,
jointly and severally.
WHEREAS, Principal has entered into a contract dated as of the day of
20 , with Obligee for
in accordance with drawings and specifications, which contract is incorporated by reference and
made a part hereof, and is referred to 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, expenses, costs and attorneys' fees,
including appellate proceedings, that Obligee sustains because of any default by
Principal under the Contract, including, but not limited to, all delay damages,
whether liquidated or actual, incurred by Obligee; and
3.Performs the guarantee of all Work and materials furnished under the Contract for
the time specified in the Contract,
then this bond is void; otherwise, it remains in full force.
Any changes in or under the Contract and compliance or noncompliance with any
formalities connected with the Contract or the changes do not affect Surety's 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 anyway 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.
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127025798.5
Page 2969 of 4096
I I FIN
This instrument shall be construed in all respects as a common law bond. It is expressly
understood that the time provisions and statute of limitations under Section 255.05, Florida
Statutes, shall not apply to this bond.
In no event will the Surety be liable in the aggregate to Obligee for more than the penal
sum of this Performance Bond regardless of the number of suits that may be filed by Obligee.
IN WITNESS WHEREOF,the above parties have executed this instrument this_ day
of 20_, the name of each party being affixed and these presents duly
signed by its undersigned representative, pursuant to authority of its governing body.
Signed, sealed and delivered
in the presence of:
PRINCIPAL:
By:
Witnesses as to Principal Name:
Its:
STATE OF
COUNTY OF
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.
My Commission Expires:
Notary Public (Signature)
AFFIX NOTARY SEAL)
Printed Name)
Title or Rank)
Serial Number,if any)
D-2
127025798.5 C,Q°
Page 2970 of 4096
EXHIBIT E
INSURANCE REQUIREMENTS
1) During the term of the Contract, 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. The insurance coverage and limits required must be
evidenced by properly executed Certificates of Insurance on an ACORD or equivalent
form. The Certificates must be signed by an authorized representative of the insurance
company/companies shown on the certificates with proof that he/she is an authorized
representative thereof. In addition, copies of all insurance policies required shall be
provided to the Owner, on a timely basis, if requested by the Owner. These certificates and
policies shall contain provisions that thirty (30) days written notice by registered or
certified mail, facsimile or e-mail shall be given the Owner of any cancellation, intent not
to renew, or reduction in the policies' coverage. 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 the Contract shall include the following provisions and
conditions by endorsement to the policies:
a) The term "Board of County Commissioners of Collier County, Florida" shall
include Collier County, Florida, a political subdivision of the State of Florida and
all Authorities, Boards, Bureaus, Commissions, Divisions, Departments and
offices thereof and individual members and employees thereof in their official
capacity, and/or while acting on behalf of Collier County, Florida.
b) All insurance policies provided by Construction Manager to meet the
requirements of this Agreement shall name the Board of County Commissioners
of Collier County, Florida, as that name is defined in(2)(a)above, as an additional
insured as to the operations of the Construction Manager under the Contract and
shall contain a severability of interests provision.
c) Companies issuing the insurance policy or policies shall have no recourse
against Owner for payment of premiums or assessments for any deductibles,which
all are at the sole responsibility and risk of Construction Manager.
d) All insurance coverage of the Construction Manager shall be primary to any
insurance or self-insurance program carried by the Owner applicable to the 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 the Project.
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127025798.5 pyCS
Page 2971 of 4096
1if
3) The acceptance by the Owner of any Certificate of Insurance for the Project evidencing the
insurance coverage and limits required in the Contract 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 the Contract.
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. Construction
Manager shall require each of its subcontractors to procure and maintain, until the
completion of that subcontractor's work, insurance of the types and to the limits specified
below, unless such insurance requirement for the subcontractor is expressly waived in
writing by the Owner. The following limits are applicable for only the Preconstruction
Phase. The Construction Phase of the Project will require additional Insurance
Requirements and will be set forth in the GMP Amendment.
INSURANCE TYPE REQUIRED LIMITS
1. Worker's Compensation Statutory Limits of Florida Statutes,
Chapter 440 and all Government Statutory
Limits and Requirements. Policy must
include Employers' Liability with a limit of
1,000,000 each accident.
2. Commercial General Bodily Injury&Property Damage Liability
Patterned after the current I.S.O.
Occurrence Form.
2,000,000 Single Limit Per Occurrence; $
aggregate for Bodily Injury Liability and Property
Damage Liability.The General Aggregate Limit shall
be endorsed to apply per project. This shall include
Premises and Operations; Independent Contractors;
Products and Completed Operations and Contractual
Liability.
3. Automobile Liability 1,000,000 Each Occurrence
Owned/Non-owned/Hired
Automobile Included
4. Other Insurance as indicated below:
a) Professional Liability 1,000,000, if required by the Contract
Documents
b) Pollution Insurance 2,000,000, if required by the Contract
Documents
E-2
127025798.5
C•Ae°
Page 2972 of 4096
1 1 Flo
EXHIBIT F
RELEASE AND AFFIDAVIT
STATE OF FLORIDA
COUNTY OF
Before me, the undersigned authority, personally appeared
who after being duly sworn, deposes and says:
1) In accordance with the Contract Documents and in consideration of
paid, DEANGELIS DIAMOND CONSTRUCTION, INC.
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 The Board County Commissioners of Collier County, Florida, a political
subdivision of the State of Florida ("Owner") relating in any way to the performance of the
Agreement between Construction Manager and Owner, dated 20_, for the
period from to
2) 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.
3) 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.
4) Construction Manager certifies that it has paid all its subcontractors and
materialmen in full all amounts owed them from any previous payments received by Construction
Manager from Owner and has not withheld any such amounts. In the event Construction Manager
withholds any unpaid amounts due to its subcontractors and/or materialmen from the payment it
receives from Owner with respect to the Application for Payment referenced in paragraph 5 below,
Construction Manager agrees to immediately refund all such unpaid amounts to Owner.
5) This Release and Affidavit is given in connection with Construction Manager's
monthly/final] Application for Payment No.
Construction Manager:
DeAngelis Diamond Construction, Inc.
By:
Witness: Date:
Corporate Seal]
F-1
127025798.5
Page 2973 of 4096
11F4
STATE OF
COUNTY OF
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.
My Commission Expires:
Notary Public (Signature)
AFFIX NOTARY SEAL)
Printed Name)
Title or Rank)
Serial Number,if any)
F-2
127025798.5
Page 2974 of 4096
11F.,
ATTEST:SURETY:
Printed Name)
Business Address)
Authorized Signature)
Witnesses as to Surety
Printed Name)
OR
As Attorney in Fact
Attach Power of Attorney)
Witnesses
Business Address)
Printed Name)
Telephone Number)
STATE OF
COUNTY OF
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.
My Commission Expires:
Notary Public (Signature)
AFFIX NOTARY SEAL)
Printed Name)
Title or Rank)
Serial Number, if any)
D-3
127025798.5
Page 2975 of 4096
1 1 f 4
c) Umbrella Coverage 5,000,000,per occurence
5. The Owner must purchase and maintain Builder's Risk property insurance for
the duration of the construction project. The cost of this insurance shall be
included in the GMP proposal.
6. Construction Manager shall be solely responsible to parties with whom it shall
deal in carrying out the terms of the Contract 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 ensure 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
all policies other than Workers' Compensation and/or Professional Liability using
Additional Insured Endorsement ISO Form CG 20 10 11 85 or if not available, ISO
Forms CG 20 10 10 01 and CG 20 37 10 01 or if not available, their equivalent
acceptable to Owner.
9. The Collier County Board of County Commissioners shall be named as the Certificate
Holder.
NOTE--The "Certificate Holder" should read as follows:
Collier County
Board of County Commissioners
Naples, Florida
10. No County Division, Department, or individual name should appear on the Certificate.
No other format will be acceptable.
11. Thirty(30)Days Cancellation Notice is required.
12. The Certificate must state the Project Number/Solicitation Number and Title of the
Project.
13. Owner's Insurance: No additional insurance provided.
6) If any insurance provided pursuant to the Contract 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.
E-3
127025798.5
6
Page 2976 of 4096
I IF1
7) Should at any time the Construction Manager not maintain the insurance coverage required
in the Contract, the Owner may cancel the Contract 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 anyamountdueConstructionManagerundertheContract. 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 the Contract.
8) Construction Manager shall submit within twenty-four (24) hours to Owner and Design
Professional a copy of all accident reports arising out of any injuries to its employees or
those of any firm or individual to whom it may have subcontracted a portion of the Work,
or any personal injuries or property damages arising or alleged to have arisen on account
of any work by Construction Manager under the Contract Documents.
9) The Owner shall be exempt from, and in no way liable for, any sums of money that may
represent a deductible in any insurance policy except deductibles as agreed to by the Owner
in obtaining Builder's Risk Property Insurance. The payment of such deductible shall be
the sole responsibility of the Construction Manager and/or subcontractor providing suchinsurance.
E-4
127025798.5
N(}
Page 2977 of 4096
1If
EXHIBIT G
CONSTRUCTION MANAGER APPLICATION FOR PAYMENT
Collier County Board of County Commissioners(the OWNER)or Collier County Water-Sewer
Owner's Project Manager's Name:
Bid No.
Project No.
County's Division Name
Purchase Order No.
Submitted by Contractor
Application Date:
Representative:Name
Contractor's Name&Address: Payment Application No.
Original Contract Time: Original Contract Price:
Revised Contract Time: Total Change Orders to Date:
Revised Contract Amount:
Total Value of Work Completed & $
Stored to Date:
Retainage @5%through [Insert Date] $ Retainage @ 5%through [Insert $
date]
Retainage @ after [Insert Less Retainage
date]
Total Earned Less Retainage
Less previous payment(s)
Percent Work Completed to Date:AMOUNT DUE THIS APPLICATION: $
Percent Contract Time Completed to
Date:
Liquidated Damages to Be Accrued $ Remaining Contract Balance
ATTACH SCHEDULE OF VALUES AND ACCOMPANYING DOCUMENTATION TO THIS APPLICATION. CONTRACTOR'SCERTIFICATION:
The undersigned CONTRACTOR certifies that:(I)all previous progress payments received from OWNER on account of Work done under the Contract
referred to above have been applied to discharge in full all obligations of CONTRACTOR incurred in connection with Work covered by priorApplicationsforPaymentnumbered1throughinclusive;(2)title to all materials and equipment incorporated in said Work or otherwise listed in
or covered by this Application for Payment will pass to OWNER at time of payment free and clear of all liens, claims, security interests andencumbrances(except such as covered by Bond acceptable to OWNER);(3)all amounts have been paid for work which previous payments were issued
and received from the OWNER and that current payment is now due; and (4) CONTRACTOR has only included amounts in this Application for
Payment properly due and owing and CONTRACTOR has not included within the above referenced amount any claims for unauthorized or changed
Work that has not been properly approved by Owner in writing and in advance of such Work.
Contractor's Name
Contractor's Signature:Date:
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 Name:
Signature:Date:
Payment to the CONTRACTOR for the above AMOUNT DUE THIS APPLICATION is recommended by:
Owner's Project Manager Name:
Signature:Date:
G-1
127025798.5
O
Page 2978 of 4096
I 1 F +
EXHIBIT G(continued)
SCHEDULE OF VALUES
Project Name: Project Number:
Date:
Period To:
ITEM DESCRIPTION SCHEDULED WORK COMPLETED STORED TOTAL PERCENT BALANCE 5% TOTAL
NUMBER VALUE MATERIALS COMPLETED COMPLETE TO FINISH RETAINAGE RETAINAGE RETAINAGE
PREVIOUS APPLICATIONS THI S STORED tr<e«<a.>i<I WITHHELDTHRUDATESINCEDATEPERIODTODATE
TOTALS
Explanation for the two columns under Previous Applications:The Thru Date is where you will place all information until the contract 15 complete unless a release or reduction of
retainage issue comes into play. If this happens,all information up to the date of the ft change in retainage is placed in the Thru Date column. Information after that date is placed in
the Since Date column.This states retainage issue comes what has happened since the change in retainage.
G-2
127025798.5
Page 2979 of 4096
1 1Fao
EXHIBIT G (continued)
Consent of Surety
CONSENT OF SURETY OWNER
TO FINAL PAYMENT ARCHITECT
AIA DOCUMENT G707-ELECTRONIC FORMAT CONTRACTOR
SURETY
OTHER
THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES,CONSULTATION WITH A 4 ATTORNEF IS ENCOURAGED IT7TH RESPECT TO ITSCOMPLETIONORMODIFICATIONALTHE..77CATIONOF THIS F7 FCTROMGALLYDRAFTED ALI DOCLIMLYTiLIYBE MADE BY USING ALADOCUMENTD401.
TO OWNER: ARCHITECT'S PROJECT NO.:
Name and address)
PROJECT: CONTRACT FOR:Natne and address)
CONTRACT DATED:
In accordance with the provisions of the Contract between the Owner and the Contractor as indicated above.theInsertnameandaddressofSurer)
on bond of SURETY,
Insert name and address of Contractor)
CONTRACTOR.
hereby approves of the final payment to the Contractor,and agrees that final payment to the Contractor shall not relieve the Surety ofanyofitsobligationsto
Insert name and address of Owner)
OWNER,as set forth in said Surety's bond.
IN WITNESS WHEREOF,the Surety has hereunto set its hand on this date:
Insert in writing the month followed by the numeric date and year
Surety)
Attest:Signature of authorized representative)
Seal):Printed name and title)
19 194 THE AMERICAN INSTITUTE OFs ARCHITECTS, 1735 NEW YORK AVENUE,N.W„ WASHINGTON. O.C.70006.S70. AfA DOCUMENT G7D7=CONSENT OF SURETY TO FINAL PAYMENT-1994 EDITION-AIA -WARNING: Unlicensed photocopying violates U.S.copyright laws and willsubjecttheviolatortolegalprosecution. This document was electronically produced with permission of the AIA and can be reproduced InaccordancewithyourIiconsowithoutviolationuntilthedateofaspirationasnotedbelow.User Document:8707mast.eia--1/7/2003.AIA LIccnseNumber1113723,which expires on 10/31/2003.
Electronic Format G707.1994
G-3
127025798.5
Page 2980 of 4096
LIE
EXHIBIT H
CHANGE ORDER
Change Order Form
Contract#: Change*: Purchase Order#: Project#:
Contractor/Firm Name:Project Name:
Project Manager Name Department:
Criginal ContractWcrk Cr de Amount CEpinal BCC Approial Dais;Agenda Item
Current BCC Approved Amount Last BCC Approval Date; Agenda Item*
Current ColtacifWark Order Amount SAP Contract Expiration Date(A,taster)
Dollar Amount of this Change DIVA)! Total Change from,'1 iginal Amount
Revised C ontr a otW ork Order Total 5 0.00 tElIV/0! Change from.Currerrt BCC Approved AmountCumulativeChangesS0.00 rDIVrO! Change from C went Amount
Completion Date, Description of the Task(s)Change,and Rationale for the Change
Notice to Proceei Original Last Approved Revised DateDateCompletionDateDatetic:-des t*(s,anaxg„
of Days Added Select Tasks Add newtaskis) 0 Deletetask(s( 0 Changetask(s} Other;see osc
Provide a response to the following:1.j detailed and specific explanation/rationale of the requested changes(to the tasks)and!or
the additional days added(if requested);2.)why this change was not included in the original contract;and,3.)describe the impact ifthischangeisnotprocessed. Attach additional information from tte Design Professional and/or Contractor if needed.
Prepared by:Date:
Project Manager Name a": Department;
Acceptance of this Change Order s hall coast Mite a modification to corn race i work order Certified above and wit be subject to all the same
terms and condit ion s as contained int he contract;work order indicated above,as fully as if the same were stated in this acceptance. The
adjustment,if any,to the Contract shall constitute a full and final settlement of any and all claims of the Contractor/Vendor r,Consultant/
Des gnProfess Loral arisingoutoforrelatedtot.hechangesetforthh_reir including-claims for impact and delay costs.
Accepted by: Date:
Contractor/Vendor;Consultant;Design Professional and Name of Firm,if projectapplicable)
Approved by: Date:
Design Professional and Name of Firm.if project applicable)
Approved by: Date:
Procurement Professional
e add..ci^a 5. 'r3' _r "'.a
t 12,,1 Z:1 z
H-1
127025798.5
Page 2981 of 4096
1 1f •
EXHIBIT I
MASTER PROJECT SCHEDULE MILESTONES
TO FOLLOW THIS PAGE
I-1
127025798.5
Page 2982 of 4096
11F ,
COLUER COUNTY MENTAL HEALTH FACILITY
MASTER SCHEDULE lC[j5'.
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EXHIBIT J
CONSTRUCTION MANAGER'S STAFFING SCHEDULE
I.Pre-Construction Phase Services:
Name Title/Position Company Affiliation %Assigned Hourly Rate
to Project
Bryan Trtan Director of Precon Employee 15%N/A
Eric Brackin Senior Precon Mgr. Employee 40%N/A
John Hagan Sr. Estimator Employee 40%N/A
Josh Yang BIM Manager Employee 12%N/A
Kyle Rogers Estimator Employee 20%N/A
Randy Stewart Superintendent Employee 10%N/A
Liz Strope Bid Coordinator Employee 10%N/A
Caitlyn Green Project Support Employee 10%N/A
Specialist
II Construction Phase Services:
Name Title/Position Company Affiliation %Assigned Hourly Rate
to Project
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EXHIBIT K
GMP AMENDMENT TO AGREEMENT BETWEEN
OWNER AND CONSTRUCTION MANAGER
AMENDMENT NO. 1 TO AGREEMENT BETWEEN OWNER AND
CONSTRUCTION MANAGER FOR
AGREEMENT NO.
Pursuant to Sections 4B and 7A of the Agreement, dated between
The Board of County Commissioners of Collier County, Florida ("Owner") and
Construction
Manager"), with respect to the construction of the Owner's
Project"), the Owner and Construction
Manager hereby agree to amend and modify the Agreement by this Amendment and establish a
Guaranteed Maximum Price and Contract Time for all the Work as set forth below:
ARTICLE 1
SCOPE OF WORK
The scope of the Work consists of the construction of a
in accordance with the Agreement, this
Amendment and the other Contract Documents listed as Attachments 1 through below,
which are hereby incorporated into and made a part of the Amendment by this reference:
Attachment No. Description Pages Date
1. List of Drawings, Specifications,
and Addendums through
2. Schedule of Values through
3. Itemized General Condition Expenses through
4. List of Alternates through
5. Assumptions and Clarifications through
6. Completion Schedule through
7. List of Subcontractors and
Major Suppliers through
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8. Allowance through
9. Key Personnel through
ARTICLE 2
GUARANTEED MAXIMUM PRICE
2.1 Construction Manager's Guaranteed Maximum Price ("GMP") for the Work,
including the estimated Cost of the Work as defined in Section 5 of the Agreement and
Construction Manager's Fee as defined in Section 4 of the Agreement, is
2.2 The GMP includes material that may be purchased directly by the Owner ("Owner
Direct Purchases"). The estimated value of materials that may be purchased directly by the Owner
is ($ Construction Manager will initially process one (1) deductive Change Order
under this Agreement for the entire estimated amount of Owner Direct Purchases, inclusive
of sales taxes. Prior to final payment, a final reconciliation of the Owner Direct Purchases
against the GMP will be performed and such deductive Change Order will be prepared for the
Owner's review and execution.
2.3 The Construction Manager's Fee for the entire Work anticipated on this Project is
hereby established as a lump sum amount of
said lump sum amount is included within the above noted GMP.
2.4 The General Condition expenses for the entire Work anticipated on this Project are
hereby established as a lump sum amount of
said lump sum amount is included within the above noted GMP. The items
included as General Condition expenses are listed in the List of Itemized General Conditions
attached hereto and incorporated herein as Attachment No. . Except as said lump sum amount
for General Condition expenses may be expressly adjusted by Change Order or Construction
Change Directive, Construction Manager acknowledges and agrees that Owner shall have no
liability for any General Condition expenses beyond payment of the above noted lump sum amount
and Construction Manager agrees that it shall not be entitled to receive any additional
compensation from Owner for the General Conditions beyond the above lump sum amount.
2.5 Monthly installment payment of the Construction Manager's Fee and the General
Condition expenses shall be based upon the percent completion of the designated portion of the
Work for each particular month.
2.6 In order to efficiently and timely address any unknown or unanticipated conditions
that are within the scope of the required Work and are otherwise reimbursable without duplication
as a Cost of the Work,but excluding all items that are to be reimbursed under the lump sum General
Condition expense amount noted in paragraph 2.4 above, the parties have agreed to establish a
contingency within the GMP in an amount not-to-exceed amount of
Contingency funds shall
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1 1F
be used to cover costs that may result from incomplete design and unanticipated costs that arise
during construction that are not identified by the construction documents. Construction Manager
shall not proceed with any portion of the Work which it intends to charge against this contingency
without first obtaining Owner's express written authorization to proceed. The Construction
Manager acknowledges and agrees that any work which is to be charged against the contingency
allowance that does not receive such prior written approval from the Owner shall be deemed to
be part of Construction Manager's basic Work compensated within the GMP and not chargeable
against the Owner's Contingency Allowance. The Owner reserves the right, at its sole discretion,
to withhold its consent on contingency expenditures. Further, any contingency expenditures
become part of the Contract Documents and are incorporated by reference herein. Unused
contingency remaining at the end of the job will be credited from the guaranteed maximum price.
Construction Manager has no entitlement to any portion of any unused contingency.
2.7 The parties have agreed to establish an allowance within the GMP for
in the amount of
Construction Manager shall not proceed with any portion of the Work associated with the aforesaid
allowance ("Allowance Work") without first obtaining Owner's express written authorization to
proceed with said Allowance Work.Allowance Amounts are reflected in Attachments through
2.8 Pursuant to Exhibit A, Paragraph 12.4 of the Agreement, if at the time final
payment is made to Construction Manager the total Cost of the Work has been increased by
approved Change Orders in an amount causing the original GMP as set forth in this Amendment
to be exceeded by more than then Construction
Manager shall be entitled to an increase in the Construction Manager's Fee in the amount of
of the amount exceeding the sum of
plus that original GMP amount.
2.9 Construction Manager recognizes that this Contract includes work for trench
excavation in excess of five feet deep. Construction Manager acknowledges the requirements set
forth in Section 553.63 of the Florida Statutes titled Trench Safety Act. Construction Manager
certifies that the required trench safety standards will be in effect during the period of construction
of the Project and Construction Manager agrees to comply with all such required trench safety
standards.
2.9.1 The amount of dollars
has been separately identified for the cost of compliance with the required
trench safety standards; said amount is included within the GMP.
ARTICLE 3
CONTRACT TIME
3.1 The Construction Phase Commencement Date for the Work is The
total period of time beginning with the Construction Phase Commencement Date through the date
required for Substantial Completion of the Work is
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1 1 F
days ("Contract Time"). THE SUBSTANTIAL COMPLETION DATE IS
THEREFORE ESTABLISHED AS
3.2 Pursuant to this Agreement, the parties have established a liquidated damage rate
for reasons stated therein, which the parties acknowledge and agree apply to this Amendment and
Construction Manager's responsibility to complete the Work within the Contract Time as stated
herein. Accordingly, the liquidated damage rate established in this Agreement in the
amount of $ shall be assessed from Construction Manager for each
calendar day Construction Manager fails to achieve Substantial Completion for the Designated
Work within the Contract Time.
ARTICLE 4
MISCELLANEOUS
4.1 Except as expressly modified herein, the terms and conditions of the Agreement remain
unchanged. In the event of a conflict between the terms of this Amendment and those of the
Agreement,Owner and Construction Manager agree that the terms of this Amendment shall prevail
and control.
OWNER Construction Manager
By: By:
Its: Its:
Date:Date:
Attest: Attest:
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Attachment 1
List of Drawings, Specifications, and Addendums
TO FOLLOW THIS PAGE
OR
NOT APPLICABLE
K-5
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1, F
Attachment 2
Schedule of Values
TO FOLLOW THIS PAGE
OR
NOT APPLICABLE
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11F
Attachment 3
Itemized General Condition Expenses
TO FOLLOW THIS PAGE
OR
NOT APPLICABLE
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11F ,
Attachment 4
List of Alternates
TO FOLLOW THIS PAGE
OR
NOT APPLICABLE
K-8
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1 1 F
Attachment 5
Assumptions and Clarifications
TO FOLLOW THIS PAGE
OR
NOT APPLICABLE
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1 1F4E4
Attachment 6
Completion Schedule
TO FOLLOW THIS PAGE
OR
NOT APPLICABLE
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1 1 F
Attachment 7
List of Subcontractors and Major Suppliers
TO FOLLOW THIS PAGE
OR
NOT APPLICABLE
K-11
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ID
Attachment 8
Allowance
TO FOLLOW THIS PAGE
OR
NOT APPLICABLE
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I 1F
Attachment 9
Key Personnel
Individual Title Construction Phase
Bryan Trtan Director of Precon Preconstruction
Eric Brackin Senior Project Manager Preconstruction/Construction
John Hagan Senior Estimator Preconstruction
Billy Hawkins Director of Field Operations/Quality Preconstruction/Construction
Control
Kelly Pope Project Manager Preconstruction/Construction
Caitlyn Green Project Support Specialist Preconstruction/Construction
Josh Yang BIM Manager Preconstruction
Kyle Rogers Estimator Preconstruction
Randy Stewart Superintendent Preconstruction/Construction
Liz Strope Bid Coordinator Preconstruction
Luke Atchison Assistant Project Manager Construction
Paul Schimd MEP Superintendent Construction
Jared Arnold Assist Superintendent Construction
Cody Fitzco Project Engineer Construction
Vincent DeAngelis Project Accountant Construction
K-13
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Page 2997 of 4096
11
EXHIBIT L
TRUTH-IN-NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section 287.055,
Florida Statutes, DeAngelis Diamond Construction, LLC hereby certifies that wage rates and
other factual unit costs supporting the compensation for the construction management services ofCONSTRUCTIONMANAGERtobeprovidedunderthisAgreement, concerning RFP# 21-7919-ST "CMAR for Collier County Mental Health Facility" are accurate, complete, and
current as of the time of contracting.
CONSTRUCTION MANAGER:
DeAngelis Diamond Constructs
By:
t Name:
Title: MAL. ,q
J,
r
Date:
L-1
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Page 2998 of 4096
1 1F .
EXHIBIT M
FINAL PAYMENT CHECKLIST
Bid No.: Project No.: Date: 20
Contractor:
The following items have been secured by the
for the Project known as
and have been reviewed and found to comply with the requirements of the Contract Documents.
Original Contract Amount: Final Contract Amount:
Commencement Date:
Substantial Completion Time as set forth in the Agreement: Calendar Days.
Actual Date of Substantial Completion:
Final Completion Time as set forth in the Agreement: Calendar Days.
Actual Final Completion Date:
YES NO
1. All Punch List items completed on
2. Warranties and Guarantees assigned to Owner(attach to this form).
3. Effective date of General one year warranty from Contractor is:
4. 2 copies of Operation and Maintenance manuals for equipment
and system submitted(list manuals in attachment to this form).
5. As-Built drawings obtained and dated:
6. Owner personnel trained on system and equipment operation.
7. Certificate of Occupancy No.:
issued on attach to this form).
8. Certificate of Substantial Completion issued on
9. Final Payment Application and Affidavits received from Contractor on:
10. Consent of Surety received on
11. Operating Department personnel notified Project is in operating phase.
12. All Spare Parts or Special Tools provided to Owner:
13. Finished Floor Elevation Certificate provided to Owner:
14. Other:
If any of the above is not applicable, indicate by N/A. If NO is checked for any of the above,attach explanation.
Signature page(s) to immediately follow.]
M-1
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i & IFNI
Acknowledgments:
By Contractor:
Company Name)
Signature)
Typed Name& Title)
By Design
Professional:Firm Name)
Signature)
Typed Name& Title)
By Owner:
Department Name)
Signature)
Name & Title)
M-2
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1 1F
EXHIBIT N
SCOPE OF
WORK
Task 1-Design Phase Activities
OBJECTIVE
The objective shall be to assist the Owner and the design consultant in the timely delivery and successful
completion of design and design related services necessary to initiate construction of all elements associatedwiththeCMARRFP# 21-7919-ST "CMAR for Collier County Mental Health Facility". The overriding
objective of the CMAR is to assist the Owner and the design consultant in keeping this project on schedule,
under budget and fully coordinated with all parties.
DESCRIPTION
The scope of this project is to provide the Owner preconstruction reviews, constructability analyses, cost
estimating, general condition/construction contract management and construction management services
referred to in the basic agreement as Construction Manager At Risk)for the planned construction of the CMAR
RFP#21-7919-ST"CMAR for Collier County Mental Health Facility".
During the design phase, the CMAR will lend its construction expertise to the Project Team potentially
comprised of the Owner retained Architect/Engineer(A/E) and its subconsultants, as well as Owner staff. The
goal of the CMAR is to work jointly with the design consultant to present to the Owner project estimates at
various stages of the project that achieve the best product for the available project funds and is completed within
Owner time guidelines.
The CMAR will provide estimating,constructability review,scheduling,and construction management services.
BASIC SERVICES
The CMAR will provide the services necessary to accomplish the Objective and Description outlined above.
These services will include, but not be limited to:
a. Attend design meetings as needed.
b. Review and provide comments on project scope, disclosed information about existing conditions at the
project location, initial permitting assessment, and provide a conceptual Project Budget, and Master
Project Schedule.
C. Attend all Owner Board and Committee meetings in which items of business pertinent to the project are
presented. Address or provide presentations to the BCC when necessary.
d. Prepare quantity-takeoff-based estimates of probable construction cost. As a minimum,these estimates
shall include an estimate of general conditions costs, expected trade-by-trade costs, CMR fees for
construction phase services, and any other project contingencies.
N-1
CMAR v.12022
tt:
C)
Page 3001 of 4096
11F
e. Lead constructability efforts with the project team as needed to assist with budget adherence and
requirements while making suggestions to improve design and the overall budget.f. Provide recommendations of the timing of the release of the drawings and specifications taking into
consideration such factors as time of performance, availability of labor, as well as Owner's occupancy
requirements, etc. Recommend when applicable any necessary fast-track approaches or early awardpackagesforcertaincriticalbidpackages.
g. The CMAR shall conduct all bid management activities in conformance with the Professional ServicesAgreement.
j. During bid phase activities, receive all addenda from the A/E and forward to applicable bidders.
k. After receipt of subtrade bids, review all bids received and prepare a tabulation of all subtrade bids
received.
1. Meet with the project team to review bids received and finalize trade contractor selections. The project
team will evaluate and analyze the bids, known areas of discrepancy will be addressed with the
subcontractor bidder prior to final selection.
m. The CMAR will award to the low qualified subtrade bid unless otherwise authorized by the Owner in
writing. If requesting to award to other than the lowest qualified subtrade bid, a written justification and
request must be provided to the Owner.
n. Based on trade bids received, the CMAR will provide a project final price proposal that addresses both
cost and time or performance. The project final price will include the sum of all subtrade construction
work and the negotiated services necessary to successfully construct the project.
o. Critical Path Method(CPM)schedule periodically reviewed and updated.
p. The CMAR will facilitate weekly check in calls to review the Work Register Log (WRL) with all
stakeholders to ensure the project is progressing on schedule.
q. The CMAR and design team will attend AHJ kick-off meetings
r. Utilization of"On-Screen" takeoff and DeAngelis Diamond's custom database with SAGE Timberline
Estimating extended to provide detailed estimates during all stages of the design.
s. Value Engineering & Value Evaluation will be implemented with utilizing "Choosing by Advantages"
worksheets for major building components.
t. Constructability reviews will be completed periodically throughout the design phases.
u. CMAR will prepare of all bid packages & sub lists for all disciplines, based on a thorough review of the
construction documents.
v. Identification of long lead items and the coordination required to release certain critical items during the
preconstruction phase.
w. Logistic Planning& Project Execution Planning for all phases of construction.
x. Provide Building Information Modeling (BIM) based on receipt of the Revit models from all design
disciplines. The BIM process will start upon receipt of the 60% complete Revit model from the design
team.
y. Permit coordination as needed
Deliverables:
a. Provide constructability reviews at the 30%,60%,90%and 100%design phase.
b. Provide probable construction cost estimates at the 30%, 60%, 90%and 100%design phase.
c. Provide value engineering review at the 30%, 60%,90%, and 100%design phase.
N-2
CMAR v.l 2022 C
Page 3002 of 4096
1 1F
Task 2-Bid Management Activities:
OBJECTIVE
The objective shall be to assist the Owner in receiving and reviewing bids for the work necessary to complete
construction of all elements associated with the CMAR RFP# 21-7919-ST "CMAR for Collier County MentalHealthFacility".
Task 3-Fee Summary:
The fee for pre-construction services is a lump sum amount distributed as follows:
Task 3 Total Lump Sum Amount$207,965.00
Professional Services will be billed based on the completion of the 30%, 60%, 90% & 100%
drawing deliverables. Breakdown of costs are as follows:
30% Deliverable Billing= $62,389.50
60% Deliverable Billing=$62,389.50
90% Deliverable Billing=$62,389.50
100% Deliverable Billing= $20,796.50
EXCLUSIONS:
Construction related activities
Design or engineering related activities
Subconsultant work; for example, surveying,utility work, soil testing,etc.
N-3
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Page 3003 of 4096
1 1 F 4
EXHIBIT 0
SCHEDULE OF VALUES
0-1
0127025798.5
Page 3004 of 4096
11F
DEANDIA-03 SE2NJBEEDEAC' RD
DATE(MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE
3/13/2023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THISCERTIFICATEDOESNOTAFFIRMATIVELYORNEGATIVELYAMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZEDREPRESENTATIVEORPRODUCER,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 onthiscertificatedoesnotconferrightstothecertificateholderinlieuofsuchendorsement(s).
PRODUCER License#L077730
CONTACT Geri Randall
AssuredPartners of Florida,Naples
NAME:
ON8950FontanaDelSolWaySuite300
PHONE
No,Ext):(800)226-6117
Naples,FL 34109 E-MAIL
FAX No):(239)261-2803
ADDRESS:
INSURER(S)AFFORDING COVERAGE NAIC#
INSURED
INSURER A:Hartford Casualty Insurance Co 29424
INSURER B:Trumbull Insurance Company 27120
DeAngelis Diamond Construction,LLC INSURER C:Hartford Insurance Company of the Southeast 382616635WillowParkDrive
INSURER D:Fireman's Fund Insurance Company 21873Naples,FL 34109-8917
INSURER E:Hartford Fire Insurance Company 19682
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATEMAYBEISSUEDORMAYPERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.INSR
TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXPLTRINSDWVDPOLICYNUMBERMM/DD/YYYY) (MM/DD/YYYY) LIMITSAXCOMMERCIALGENERALLIABILITY
2,000,000EACHOCCURRENCE
CLAIMS-MADE X OCCUR X )( 21UEADE4202 1/1/2023 1/1/2024 DAMAGE TO RENTED 300,000PREMISES(Ea occurrence) $
MED EXP(Any one person) $ 10,000
PERSONAL&ADV INJURY $ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
GENERAL AGGREGATE $ 4,000,000
POLICY X PE X LOC 4,000,000PRODUCTS-COMP/OP AGG $
OTHER:EBL AGGREGATE $ 2,000,000
B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000Eaaccident) X ANY AUTO X X 21UEADE4103 1/1/2023 1/1/2024 BODILY INJURY(Per person) $OWNED SCHEDULED
AUTOS ONLY AUTOS
BODILY INJURY(Per accident) $HIRED X NON-OWNEDAUTOSONLYAUTOSONLY PROPERTY DAMAGE
Per accident)
A X UMBRELLA LIAB X OCCUR
EACH OCCURRENCE 10,000,000
EXCESS LIAB CLAIMS-MADE X X 21RHADE4156 1/1/2023 1/1/2024
AGGREGATE
DED X RETENTION$ 10,000 Aggregate 10,000,000
C WORKERS COMPENSATION
AND EMPLOYERS'LIABILITY X STATUTE ERH
ANY PROPRIETOR/PARTNER/EXECUTIVE
Y/N
X 21WBAAE4PJW 1/1/2023 1/1/2024
OFFICER/MEMBER EXCLUDED? N N/A E.L.EACH ACCIDENT 1,000,000
Mandatory in NH)
E.L.DISEASE-EA EMPLOYEE $ 1,000,000Ifyes,describe under
DESCRIPTION OF OPERATIONS below
E.L.DISEASE-POLICY LIMIT $ 1,000,000
D Commercial Umbrella USL004107232 1/1/2023 1/1/2024 $15M excess of$10M 15,000,000
E Equipment Floater 21UUMDE3996 1/1/2023 1/1/2024 L/R Equipment 350,000
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space is required)Insurer:Indian Harbor Insurance Company Policy#CE0744658305 Effectove Date:1/1/23-1/1/24
Professional(PE&O)Liability:$3,000,000 Each Claim/$3,000,000 Aggregate SIR:$25,000
Contractors Pollution Liabiity:$5,000,000 Each Claim$5,000,000 Aggregate SIR:$50,000
RE:21-7919-ST-CMAR for Collier County Mental Health Facility
Collier County Baord of County Commissioners is included as Additional Insured for General Liability including both ongoing and completed operations asSEEATTACHEDACORD101
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Collier County Baord of County Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.3295 Tamiami Trail East
Naples,FL 34112
AUTHORIZED REPRESENTATIVE
itAt aut.&
ACORD 25(2016/03) 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
Page 3005 of 4096
lIE
AGENCY CUSTOMER ID:DEANDIA-03 SE2NJBEEDE
LOC#: 1
ACORO"
ADDITIONAL REMARKS SCHEDULE Page 1 of 1
AGENCY
License#L077730 NAMED INSURED
DeAngelis Diamond Construction,LLCAssuredPartnersofFlorida, Naples
6635 Willow Park DrivePOLICYNUMBERNaples,FL 34109-8917
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CARRIER
NAIC CODE
SEE PAGE 1 SEE P 1 EFFECTIVE DATE:SEE PAGE 1
ADDITIONAL REMARKS
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,
FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance
Description of Operations/Locations/Vehicles:
required by written contract per form HG 00 01 06 05. Coverage is primary and noncontributory as required by written contract performHG00010605.Waiver of subrogation for General Liability is included as required by written contract per form HG 00 01 06 05.
Collier County Board of County Commissioners is included as Additional Insured for Auto Liability on a primary andnoncontributorybasisincludingwaiverofsubrogationasrequiredbywrittencontractperformHA99160312.
Waiver of subrogation for Workers Compensation is included in favor of Additional Insured as required by written contract per formWC000313.
30 Day Notice of Cancellation except 10 Days for Non-Payment
ACORD 101 (2008/01)2008 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
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WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13
Ed. 4-84)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforceourrightagainstthepersonororganizationnamedintheSchedule. (This agreement applies only to the extent that youperformworkunderawrittencontractthatrequiresyoutoobtainthisagreementfromus.)
This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.
Schedule
ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTENCONTRACTORAGREEMENTWITHTHEINSURED, EXECUTED PRIOR TO THEACCIDENTORLOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THISPOLICYFORWORKPERFORMEDBYYOUFORTHATPERSONAND/OR ORGANIZATION
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated
The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Endorsement Effective 01/01/2 0 2 2 Policy No. 21 WBAAE 4 PJW Endorsement No
Insured
Premium$
Insurance Company Countersigned By.
WC 00 03 13
Ed. 4-84)
Copyright 1983 National Council on Compensation Insurance
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