2nd Amendment 01/17/2007
Clell of 1IIe
Circu. COUll
Danny L. Kolhage
Office (305) 295-3130 Fax (305) 295~3663
Memorantlum
To:
David S. Koppel, County Engineer
Attn:
Cheryl Ingraham
From:
Friday, January 19,2007
Isabel C. DeSantis, Deputy Clerk .J
Date:
At the BOCC meeting on January 17, 2007 the Board approved the following item:
Amendment #2 with The Morganti Group for the Key West International Airport
and Florida Keys Marathon Airport.
Enclosed herewith is a duplicate original of the SUbject document for your
handling. Should you have any questions concerning this matter, please do not hesitate
to contact this office.
Copies: Finance
County Attorney
File ./
SECOND AMENDMENT TO AGREEMENT BETWEEN MONROE COUNTY
AND CONSTRUCTION MANAGER. THE MORGANTI GROUP.INC.
KEY WEST INTERNATIONAL AIRPORT-
NEW TERMINAL BUILDNG AND RENOVATION PROJECT
THIS SECOND AMENDMENT (hereinafter "2nd Amendment") to the
Agreement between the County and Construction Manager, The Morganti Group, Inc.,
for the Key West International Airport - New Terminal Building And Rel\r~tion Project
(her 'naIler "agreement") is made and entered into this /;I~ day of
.
, 2007, by and between MONROE COUNTY, a political subdivision
of e State of Florida (hereinafter "County"), and The Morganti Group, Inc., a
corporation of the State of Florida, (hereinafter "The Morganti Group").
WITNESSETH
WHEREAS, on the 19th day of October, 2005, the parties entered into an
Agreement for the New Terminal Building and Renovation Project at the Key West
International Airport; and
'iVHEREAS, on 15th day of March 2006 the parties entered into an amendment,
incorporated herein, of the original agreement whereby The Morganti Group contracted
with the County to perform Hurricane Damage Repair Work (Marathon Repair Work) to
the Floriida Keys Marathon Airport; and
WHEREAS, The County and The Morganti Group have agreed to amend and
clarify both the Key West International Airport - New Terminal Building And
Renovation Project agreement and the Florida Keys Marathon Airport Hurricane Damage
Repair Work amendment; and
WHEREAS, the County and The Morganti Group have agreed to memorialize
these amendments and clarifications;
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth below, the parties agree to amend the Agreement for the New Terminal Building
and Renovation Project at the Key West International Airport as amended by Florida
Keys Marathon Airport Hurricane Damage Repair Work Amendment as follows:
1. Section 1.1 is amended to read as follows:
1.1 The Construction Team The Construction Manager, the Project Director and
the Architect-Engineer, called the "Construction Team", shall work jointly during
design and through final construction completion and shall be available thereafter
should additional services be required. The Architect-Engineer will provide
leadership during the Preconstruchon Phase with support from the Construction
Manager and the Construction Manager shall provide leadership to the Construction
Team on all matters relating to construction.
2. Section 1.2 is amended to read as follows:
1.2 Extent of Al1eement - This Agreement for the Key West International
Airport-New Termina Building and Renovation Project (Key West Project) and the
jtt
Florida Keys Marathon Airport Hurricane Damage Repair Work (Marathon Repair
Work), between the County and the Construction Manager, supersedes any prior
negotiations, representations or allreements. When drawings, specifications and
other descriptive documents defimng the work to be included under a construction
aUlhorization are substantially complete, they shall be identified in the construction
authorization issued by the Project Director. When drawings, specifications and
other descriptive documents defining the work to be included in the guaranteed
maximum price (GMP) are sufficiently complete, an Amendment to the Agreement
shall be signed by the County and Construction Manager, acknowledging the GMP
amount and the drawings, specifications and other descriptive documents upon
which the GMP is based. To expedite the preparation of this GMP Amendment by
th(: County, the Construction Manager shall obtain four (4) sets of signed, sealed
and dated drawings, specifications, and other documents upon which the GMP is
based from the ArchItect-Engineer, and shall acknowledge on the face of each
document of each set that it is the set upon which he based his GMP and shall send
one set of the documents to the Project Director along with his GMP prol?osal,
while keeping one set for himself and returning one set to the Architect-Engmeer,
and one set to the Clerk of Courts for Monroe County. The GMP Proposal shall
include the following sections:
Section One: Summary of Work
Section Two: GMP Price Summary - To include Construction
Authorization & Tax Savings
Section Three: Scope Clarifications and Assumptions
Section Four: Detailed Estimate
Section Five: Bid Tabulations and Recommendations
Section Six: Preliminary Construction Schedule
Section Seven: Contract Documents - Drawing List and Specification
List
This Agreement shall not be superseded by any provisions of the documents for
construction and may be amended only by written instrument signed by both the
County and the Construction Manager.
3. Section 1.3 is amended to read as follows:
1.3 Definitions:
Architect-Engineer - URS Corporation Southern, 7650 Corporate Center Drive,
Suite 400 Miami, Florida 33126.
Construction Authorization - The term Construction Authorization shall mean a
written work order based on a defined scope of work excluding Construction
Managers fees as specified in Article 8, prepared by the Project Director and issued
to the Construction Manager. ConstructIOn AuthOrIzations shall be used prior to the
date of the GMP Amendment and all work performed pursuant to Construction
Authorizations shall be included in the GMP
Construction Manager - The Morganti Group, Inc., 1450 Centrepark Boulevard,
Suite 260, West Palm Beach, Florida 33401,
Owner - Monroe County, a political subdivision of the State of Florida, acting
through its Board of County Commissioners (hereinafter BOCC).
Countv's Representatives - The Project Director and his superiors or designees.
Permitting: Authori~ - The local authority with jurisdiction over the area in which
the project is locate .
Kev West Proiect - The Project consists of permitting, construction and code
J1I
inspection for Key West International Airport-New Terminal Building and
Renovation Project necessary to build the component parts of the project identified
in Exhibit B.
Marathon Repair Work - The Repair Work consists of permitting, construction and
code inspection for the Florida Keys Marathon Airport Hurricane Damage Repair
Work necessary to build the component parts of the project identified in Exhibit B 1.
Proiect Director - The County Engineer (hereinafter Project Director) is designated
by the County to provide direct interface with the Construction Manager with
respect to the County's responsibilities.
4. Section 1.4 is amended to read as follows:
1.4 Countv's Construction Budget-K\V West International Airport-New Terminal
Building and Renovation Proiect (Kev est Proi~ The County's funds budgeted
and requested for construction of the Project. ~ounty's Construction Budget is
Twenty-five million ($25,000,000.00), including costs of the work and the County's
and Construction Manager's construction and interface contingencies as defined in
Articles 8 and 9. A Guaranteed Maximum Price will be offered by separate
documentation as outlined in Article 7.
5. The following paragraph is appended to the Agreement between the County and
Construction Manager and incorporated into the original agreement as paragraph 1.5
1.5 Countv's Construction Bud~et-Florida Kevs Marathon Aimort Hurricane
Damage Repair Work (Marathon epair Work): The County's funds budgeted and
requested for the hurricane damage repair work. The County's Hurricane Damage
Repair Budget is Three Million, Seven Hundred Eighteen Thousand, Five Hundred
Fifty Nine Dollars ($3,718,559.00) including costs of the work and the County's
and Construction Manager's construction and interface contingencies as defined in
Articles 8 and 9. A Guaranteed Maximum Price will be offered by separate
documentation as outlined in Article 7.
6. Section 2.1.4 shall be amended to read as follows:
2.1.4 Cost Control Subsvstem - The operation of this subsystem shall provide
sufficient timely data and detail to permit the Construction Team to control and
adjust the Key West Project and Marathon Repair Work requirements, needs,
materials, equipment and systems by building and site elements so that construction
will be completed at a cost which, together with all other Key West Project and
Marathon Repair Work costs, will not exceed the maximum total Key West Project
or Marathon Repair Work budget.
The requirements of this subsystem for the Key West Project include the following
submissions at the following phases of the project:
Estimates
(a) At completion of Advanced Schematic Preconstruction Phase For Each Item
or Bid Package.
(b) At Completion of Design Development Phase For Each Item Or Bid Package.
(c) At establishment of the Guaranteed Maximum Price.
(d) At Completion of 100% Construction Documents Phase For Each Item Or Bid
Package.
)II.
(e)i Construction Documents Estimates - Prior to the bid of each bid packalle,
when the working drawings and specifications are complete, the Construction
Manager shall prepare and submit a cost estimate on the basis of a quantitative
matenal take-off with current local cost for each bid group by subcontract package.
The requirements of this subsystem for the Marathon Repair Work are limited to
bid tabulations, which shall be provided to the Project Director at the time that any
applicable Construction Authonzations are sought or the GMP is provided.
7. Section 2.2(1) shall be amended to read as follows:
2.2 PROJECT MANUAL
Upon award of contract the Construction Manager shall develop a draft
comprehensive Project Manual a12plicable to both the Key West Project and
the Marathon Repair Work descnbing the services set forth in this Contract.
This shall provide a plan for the control, direction, coordination and
evaluation of work performed throughout the project organization including
identification of Key personnel, responsibilities of Construction Manager,
County and Architect-Engineer; work flow diagrams; and strategy for bidding
the work. The Project Manual shall be updated as necessary throughout the
design, construction and Owner occupancy phases. Five copies of tlie Project
Manual and any updates shall be submitted to the County and Architect-
Engineer. In developing the Project Manual, the Construction Manager shall
coordinate with the County and the Architect-Engineer. A separate project
manual shall not be required for the Marathon Repair Work.
8. Section 2.3(8) is amended to read as follows:
(1)
(8)Market Analvsis and Stimulation of Bidder Interest - This subsection, 2.3(8)
shall apply to the Key West Project only.
(a) The Construction Manager shall monitor conditions in the construction
market to identify factors that will or may affect costs and time for completing
the project; he shall make analysis as necessary to (I) determine and report on
availability of labor, material, equipment, potential bidders, and possible
impact of any shortages or surpluses of labor or material, and (2) in light of
such determmations, make recommendations as may be appropriate with
respect to long lead procurement, separation of construction into bid packages,
sequencing of work, use of alternative materials, equipment or methods, other
economics in design or construction, and other matters that will promote cost
savings and completion within the scheduled time.
(b) Within thirty (30) days after receiving Notice to Proceed, the Construction
Manager shall submit a written "Construction Market Analysis and
Prospective Bidders Report" setting out recommendations and providing
information as to prospective bidders. As various bid packages are prepared
for bidding, the Construction Manager shall submit to tile Project Director and
the Architect-Engineer a list of potential bidders. The Construction Manager
shall be responsible to stimulate bidder interest in the local market place and
identify and encourage bidding competition.
(c) The Construction Manager shall carry out an active program of
stimulating interest of 9.ualified Contractors and subcontractors in bidding on
the work and of familiarizing those bidders with the requirements of this
project.
9. Section 3.2 is amended to read as follows:
3.2 Countv's Representative - The Project Director shall be fully
J;/
acquainted with the project and shall define the lines of Owner authority to approve
Project Construction Budgets, and changes in the Project. He shall render decisions
promptly and furnish information expeditiously.
10. Section 8.1. is amended to read:
8.1 In consideration of the performance of the contract, the County agrees to pay
the Construction Manager as compensation for his services, fees as set forth in
Subparagraphs 8.1.1, 8.1.2, 8.1.3, 8.1.4, 8.1.5 and 8.1.6.
11. Section 8.1.1 is amended to read as follows:
8.1.1 Preconstruction Phase Fee - For the performance of the services set forth
under paragraphs 2.1.3(1), 2.1.4(a)(b)(c)(d), 2.3(1) and 2.3(2) and for profit and
overhead related to these services, a total fee of Two Hundred Thousand Dollars
($200,000). The Preconstruction Phase Fee shall be invoiced and paid in five (5)
equal monthly payments of Thirty Thousand Dollars ($30,000) each and a final
monthly payment of Fifty Thousand Dollars ($50,000) at completion of
Preconstructlon Phase Services in accordance with the Florida Prompt Payment
Act, F.S. 218.735. The first monthly payment shall become due following the
issuance of Notice-To-Proceed with the Preconstruction Phase Services.
12. Section 8.1.2 is amended to read as follows:
8.1.2 Construction Phase Fee - Kev West Proiect - Prior to commencement of the
Construction Phase, the County will direct the Construction Manager in writing to
proceed into the Construction Phase. The Construction Manager's compensation for
work or services performed on the Key West Project during the Construction Phase
shall be a fee of Two Million Five Hundred Thousand Dollars ($2,500,000)
(However, the County retains the right to review the need and effectiveness of any
employee or employees assigned by the Construction Manager, should the Project
Director question the need for the employee or employees). The Construction
Phase Fee shall be invoiced and paid in Twenty Three (23) monthly payments of
One Hundred and Five Thousand ($105,000) each and one final monthly payment
of Eighty Five Thousand Dollars ($85,000) in accordance with the Florida Prompt
Payment Act F.S. 218.735. The first monthly.payment shall become due following
the issuance of the first Construction Authorization by the Project Director and the
final monthly payment shall be paid only when construction of the project is finally
completed and occupancy of the project accepted by the County. If construction is
authorized only for a part of the project, the fee paid shall be proportionate to the
amount of work autfiorized by the County. Except as provided in subsection
8.1.2.(1), the Construction Manager's construction phase fee for the Key West
Project shall not exceed Two Million Five Hundred Thousand Dollars ($2,500,000)
(1) Construction Mana~er's Exclusive Remedv: In the event the
construction Substantial or Final ompletion date is extended, as the sole result
of any act or sole neglect of the County or the Architect-Engineer, or is soleI,)'
attributable to the County or the Architect-Engineer, the Construction Manager s
sole and exclusive remedy is an extension of the construction completion date
and payment of additional Construction Phase fees and Overhead and Profit for
Construction Phase as provided by Articles 10 and 16. Any delays occasioned
by the construction manager's failure to provide the County or the Architect-
Engineer with appropriate documentation that this Agreement expressly
requires the Construction Manager to provide or failure to obtain required
approvals that the Construction Manager is expressly required by this
Agreement to obtain shall not be attributable to the County or the Architect-
Engineer.
(2) Costs and Expenses Included in Fee - The following are included in the
Construction Manager's fee for services during the Construction Phase:
/if
(a) Salaries or other compensation of the Construction Manager's employees
at his principal office and branch offices.
The Construction Manager's personnel to be assigned during the construction
phase, their duties and responsibilities to this project and the duration of their
assignments are shown on Exhibits H and I.
(b) The costs of all data processing staff.
(c) Salaries or other compensation of the Construction Manager's employees
at the job site. The Construction Manager's personnel to be assigned to the site
during the Construction Phase under tlie joo site management and supervision
fee, their duties and responsibilities and the duration of their assignment are
shown on Exhibit I.
(d) General operating expenses incurred in the management and supervision
of the project, except as expressly included in Article 9.
(e) Those services set forth in Article 2.4(9)(a).
(f) Job office supplies - includes paper, pencils, paper clips, file folders,
staples, etc., and Janitorial supplies (photo copy or blue print paper not
included).
(g) Direct tax saving purchase program.
13. Section 8.1.3 is amended to read as follows:
8.1.3 Overhead And Profit For Construction Phase - Kev West Proiect - For
overhead, profit and general expenses of any kind, except as may be expressly
included in Article 9, for services provided during and rerated to the construction
phase of the Key West Project, the fee shall be One Million Dollars ($1,000,000)
and shall be paid proportionally to the ratio of the cost of the work in place, and less
retainage (see Article 12.1), as it bears on the latest estimate of the total
construction cost or to the GMP, whichever is less. The balance of the fee shall be
paid when construction of the project is finally completed and occupancy of the
project accepted by the County. If construction is authorized only for a part of the
project, the fee paJd shall be proportionate to the amount of work authorized by the
County.
14. The: following paragraph is appended to the Agreement between the County and
Construction Manager and incorporated into the original agreement as paragraph
8.1.4.
8.1.4 Preconstruction Phase Fee - Marathon Repair Work - For the performance of
the services set forth under paragraphs 2.1.3(1), 2.1.4(a)(b)(c)(d), 2.3(1) and 2.3(2)
and for profit and overhead related to these services, a total fee of Twenty Nine
Thousano, Seven Hundred Forty Four Dollars ($29,744.00). The Preconstruction
Phase Fee shall be invoiced and paid in a single payment of $29,744 to be billed no
earlier than April 15, 2006 and shall be paid in accordance with the Florida Prompt
Payment Act, r.S. 218.735. The first monthly payment shall become due following
the issuance of Notice- To-Proceed with the Preconstruction Phase Services.
The Construction Manager's personnel to be assigned during this phase and their
duties and resp'onsibilities to this project and the duration of their assignments are
shown on Exhibit F.
15. Th(~ following paragraph is appended to the Agreement between the County and
Construction Manager and incorporated into the original agreement as paragraph
8.1.5.
8.1.5 Construction Phase Fee- Marathon Repair Work - The Construction Manager's
)!!
compensation for work or services performed during the Construction Phase shall
be a fee of Three Hundred Seventy One Thousand, Eight hundred Three Dollars
($371,803.00) (However, the County retains the right to review the need and
effectiveness of any employee or employees assigned by the Construction Manager,
should the Project Director question the need for the employee or employees). The
Construction Phase services began on April IS, 2006 and will run for 13 months
until May IS, 2007. Payment shall be invoiced and paid in 12 equal monthly
installments of $28,600 each and one final payment of $28,603 in accordance with
the Florida Prompt Payment Act F.S. 218.735. The first monthly payment shall
become due following the issuance of the first Construction AuthOrization by the
Project Director and the final monthly payment shall be paid only when
construction of the project is finally completed and occupancy of the project
accepted by the County. If construction is authorized only for a part of the project,
the fee paid shall be proportionate to the amount of work authorized by the County.
Except as provided in subsection 8.1.5(1), the Construction Manager's construction
phase fee for the Marathon Repair Work shall not exceed Three Hundred Seventy
One Thousand, Eight hundred Three Dollars ($371,803.00).
(1) Construction Mana~er's Exclusive Remedv: In the event the
construction Substantial or Final ompletion date is extended as the sole result
of any act or sole neglect of the County or the Architect-Engineer, or is solei,)'
attributable to the County or the Architect-Engineer, the Construction Manager s
sole and exclusive remedy is an extension of the construction completion date
and payment of additional Construction Phase fees and Overhead and Profit for
Construction Phase as provided by Articles 10 and 16. Any delays occasioned
by the construction manager's failure to provide the County or the Architect-
Engineer with appropriate documentatIOn that this Agreement expressly
requires the Construction Manager to provide or failure to obtain approvals that
this agreement expressly requires the Construction Manager to obtam shall not
be attributable to the County or the Architect-Engineer.
(2)
Costs and Ex~nses Included in Fee - The following are included in the
Construction anager's fee for services during the Construction Phase:
(a)
Salaries or other compensation of the Construction Manager's
employees at his principal office and branch offices.
The Construction Manager's personnel to be assigned during the
construction 'phase, their duties and responsibilities to this project
and the duration of their assignments are shown on Exhibits Hand L
The costs of all data processing staff.
Salaries or other compensation of the Construction Manager's
employees at the job site. The Construction Manager's personnel to
be assIgned to the site during the Construction Phase under the job
site management and supervision fee, their duties and responsibilities
and the duration of their assignment are shown on Exhibit L
General operating expenses incurred in the management and
supervision of the project, except as expressly included in Article 9.
Those services set forth in Article 2.4(9)(a).
Job office supplies - includes paper, pencils, paper clips, file folders,
staPles, etc., and janitorial supplies (photo copy or blue print paper
not mcluded).
(b)
(c)
(d)
(e)
(f)
)It
(g) Direct tax saving purchase program.
16. The following paragraph is appended to the Agreement between the County and
Construction Manager and incorporated into the original agreement as paragraph
8.1.6.
8.1.6 Overhead And Profit For Construction Phase- Marathon Reoair Work - For
overhead, profit and general expenses of any kind, except as may be expressly
included in Article 9, for services provided during and related to the construction
phase of the Marathon Repair Work, the fee shall be One Hundred Forty Eight,
Thousand, Seven Hundred Twenty One Dollars ($148,721.00) and shall be paid
proportionally to the ratio of the cost of the work in place, and less retainage (see
ArtIcle 12.1), as it bears on the latest estimate of the total construction cost or to the
GMP, whichever is less. The balance of the fee shall be paid when construction of
the project is finally completed and occupancy of the project accepted by the
County. If construction is authorized only for a part of the project, the fee paid
shall be proportionate to the amount of work authOrIzed by the County
17. Section 12. 2 is amended to read as follows:
12.2 Final Pavment - Final payment constituting the unpaid balance of the Cost
of the Project and the ConstructIon Manager's fee, shall be due and payable as
described III Article 17.6 after the County has accepted occupancy of the project,
provided that the Project be then finally completed, that the Construction Manager
has verified by his signature that he has completed all items specified on the
attached exhibIt K, and that this Agreement has been finally performed. However,
if there should remain work to be completed, the Construction Manager and the
Architect-Engineer shall list those items prior to receiving final payment and the
County may retain a sum equal to two hundred percent (200%) of the estimated cost
of completing any unfinished work and portIOn of the Construction Manager's
retainage, provided that said unfinished items are listed separately and the estimated
cost of completing any unfinished items are likewise listed separately. The
estimated cost of completing any unfinished work shall be determined by the
Architect-Engineer and approved by the County. Thereafter, the County shall pay to
Construction Manager, monthly, the amount retained for each incomplete item after
each of said items is completed.
18. Section 12.4 is amended to read as follows:
12.4 Delaved Payments bv Owner - If the County should fail to pay the
Construction Manager within twenty five (25) business days, as provide by section
218.735, Florida Statutes, then the Construction Manager may, upon seven (7)
additional days written notice to the County and the Architect-Engineer stop the
Project until payment of the Amount owing has been received.
19. Section 17.6 is amended to read as follows:
17.6 Construction Mana er's Pa ent Ri ts The Construction Manager shall be
paid in accordance with e Florida Prompt Payment Act, F.S. 218.735.
If County has reason to reject a payment request or invoice, the rejection shall be in
writing and shall specify the deficiency and the action necessary to correct the
deficiency. Any undisputed portion of the payment application or invoice shall be
paid timely (WIthin 25 business days). A corrected payment request or invoice will
be submitted to only address the written deficiency.
20. All other provisions of the October 19, 2005 original Agreement, not inconsistent
herewith, shall remain in full force and effect.
IN WITNESS WHEREOF, each party has caused this Amendment to
Agreement to be executed by its duly authOrIzed representative.
j;I
(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
By ,J2,J~/(! ;0};zt~
Deputy Clerk 0/- /7- () 7
BOARD OF COUNTY COMMISSIONERS
OFMONROECOU~~~LOR~A
By ~ir -0
Mayor/Chairman
ATTEST:
~
By \,
Title ~d7uL
By
Title
Second Amendment to Agreement between Monroe County and eM, The Morganti Group, Inc. Boec meeting date 1/17107
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