Item S1C oun t y of Monr
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BOARD OF COUNTY COMMISSIONERS
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Mayor David Rice, District 4
The Florida Ke s lv ',
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Mayor Pro Tern Sylvia J. Murphy, District 5
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Danny L. Kolhage, District 1
George Neugent, District 2
Heather Carruthers, District 3
County Commission Meeting
December 13, 2017
Agenda Item Number: S.1
Agenda Item Summary #3658
BULK ITEM: Yes DEPARTMENT: Project Management / Facilities
TIME APPROXIMATE: STAFF CONTACT: Raymond Sanders (305) 295 -4338
N/A
AGENDA ITEM WORDING: Approval of a contract with Biltmore Construction Company, Inc.,
for Construction Manager At Risk (CMAR) services for the Plantation Key Judicial Courthouse and
Detention Facility. This is funded by the one cent infrastructure tax.
ITEM BACKGROUND: The CMAR project delivery model develops the cost of construction
earlier than the Design- Bid -Build delivery model traditionally used by the County. This delivery
method is utilized for development of large public buildings throughout Florida and in the Florida
Keys. The CMAR method of delivery is the preferred delivery method for construction of the
Plantation Key Judicial Courthouse and Detention Facility and ancillary projects (PK Gov. Center).
PREVIOUS RELEVANT BOCC ACTION: 2/18/15 - BOCC approved an Agreement for
professional services to design and permit the PK Gov. Center. 5/20/15 - BOCC approved a First
Amendment to the Agreement for professional services increasing the scope of work to include a site
plan review and approval process, which was a requirement of the Village of Islamorada. 10/21/15 -
BOCC approved a Second Amendment to the Agreement for professional services to provide a
schedule of values for compensation from Design through Construction Administration. 5/17/17 -
BOCC approved a Third Amendment to the Agreement for professional services to provide for the
design through construction administration of the PK Gov. Center. 6/21/17 - BOCC approved the
advertisement of an RFQ for CMAR Services for the PK Gov. Center. 11/14/17 - BOCC approved
negotiations with Biltmore Construction Co., Inc. for CMAR services.
CONTRACT /AGREEMENT CHANGES:
CMAR Services Contract
STAFF RECOMMENDATION: Approval of CMAR contract with Biltmore Construction Co.
Inc.
DOCUMENTATION:
Biltmore Construction CMAR contract PK Judicial Courthouse and Detention Facility
FINANCIAL IMPACT:
Effective Date: 12/13/2017
Expiration Date: N/A
Total Dollar Value of Contract: $150,000.00
Total Cost to County: $150,000.00
Current Year Portion: $150,000.00
Budgeted: Yes
Source of Funds: 314 - 26008- 560620- CP1503- 530310
CPI: N/A
Indirect Costs: N/A
Estimated Ongoing Costs Not Included in above dollar amounts: $0.00
Revenue Producing: No
Grant: N/A
County Match: N/A
Insurance Required: Yes
Additional Details:
If yes, amount:
Yes
12/13/17 314 -26008 • CAPITAL OUTLAY BUILDING $150,000.00
560620- CP1503- 530310
REVIEWED BY:
Ann Mytnik
Completed
11/28/2017 2:48 PM
Cary Knight
Completed
11/28/2017 2:51 PM
Kevin Wilson
Completed
11/28/2017 3:43 PM
Chris Ambrosio
Completed
11/28/2017 4:22 PM
Budget and Finance
Completed
11/28/2017 4:57 PM
Maria Slavik
Completed
11/28/2017 5:07 PM
Kathy Peters
Completed
11/28/2017 5:37 PM
Board of County Commissioners
Pending
12/13/2017 9:00 AM
S.i.a
CONSTRUCTION MANAGEMENT AT RISK CONTRACT
BETWEEN
M0NR0F COIINTY, FL()R11)A
AND
IIIL'I CONSTRUCTION CO, INC.
FOR
PLANTATION KEY JUDICIAL COURTHOUSE AND DETENTION FACILITY
DATE: December 13. 2017
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TABLE OF CONTENTS
Section 1
Contract Documents
Section 2
Scope of Work
Section 3
Relationship of Parties
Section 4
Contract Amount
Section S
Cost of the Work
Section 6
Bonds
Section 7
Contract Time and Liquidated Damages
Section 8
Exhibits Incorporated
Section 9
Notice
Section 10
Modifications
Section 11
Successors and Assigns
Section 12
Governing Law and Venue
Section 13
No Waiver
Section 14
Entire Agreement
Section 15
Severability
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EXHIBITS
Exhibit A:
General Terms and Conditions
Exhibit B:
Supplemental Terms and Conditions
Exhibit C:
Insurance Requirements
Exhibit D:
Master Project Schedule
Exhibit E:
Construction Manager's Staffing Schedule
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CONSTRUCTION MANAGEMENT AT RISK AGREEMENT c
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The Board of County Commissioners of Monroe County, Florida, a political subdivision of the State m
of Florida ( "County" or "Owner "), hereby contracts with Biltmore Construction Co., Inc. ( "Construction y Manager" or " Biltmore Construction "), a Florida corporation, to perform all construction management work 3
in connection with development of the Plantation Key Judicial Courthouse and Detention Facility L
( "Project "), being set forth in the designs, plans and specifications being prepared by Currie Sowards Aquila c
Architects of Delray Beach, FL ( "CSA "), Architect and/or Engineer of Record ( "Design Professional" or
"CSA "), including related construction (all collectively "Work ").
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Owner and Construction Manager, for the consideration herein set forth, agree as follows: a
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Section I. Contract Documents. ,,
A. The Contract Documents consist of this Agreement, Exhibits, the Request for Qualifications and any
executed and issued addenda, Change Orders, Construction Change Directives, Field Orders and
amendments. Further, the term Contract Documents shall include all designs, plans and specifications
for the construction of the Project ( "Construction Documents ") being prepared by Design
Professionals, Architects and /or Engineers (collectively "Designers ") but only after said
Construction Documents have been approved in writing by Owner. The foregoing are referred to
collectively as "Contract" or "Contract Documents ".
B. Owner shall furnish Construction Manager with one (1) set of the Construction Documents and other
Construction Documents prepared by other Architects and /or Engineers engaged in the Project. Any
additional copies of Construction Documents, required by Construction Manager for execution of the
Work, shall be made by Construction Manager. Such furnishing by Owner shall not be deemed to be
a waiver by Owner or Design Professional, any Architect and /or Engineer of any copyright, patent
or license they may have with respect to the Construction Document. All such copyrights, patents
and licenses hereby being expressly reserved by Owner acid Design Professional, Architect and /or
Engineer.
C. General Conditions. For the Construction Phase --- Administration of the Contract Services, the
General conditions of the Contract are outlined in Exhibit A herein. For the Pre - Construction Phase
Services, or in the event that the Pre - Construction and Construction Phases proceed concurrently,
Exhibit A shall apply to the Pre - Construction Phase only as specifically provided in this Agreement.
Section 2. Scope of Work.
The Work and services to be provided by Construction Manager pursuant to this Contract shall be performed �
essentially in two main phases, with those phases being (A) Pre- Construction Phase Services and (B) v
Construction Phase — Administration of the Contract Services. At the discretion of Owner, those two phases E
and other phases and ancillary work may overlap. @
A. PRE - CONSTRUCTION PHASE. Construction Manager shall review and comment upon the E
Construction Documents being developed by Design Professional, any Architect and /or Engineer
(collectively "Designers') engaged in the Project. The scope of that review shall include, but not be Q
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limited to, reviewing documents for value engineering and constructability and scheduling. As the
Construction Documents are developed by Designers through the various design phases set forth o
in the Design Professional Services Agreements between Designers and Owner ( "Design E
Agreements "), Construction Manager shall provide Owner with detailed construction cost estimates m
with respect to those documents. Construction Manager agrees to attend all design and y
preconstruction conferences and to otherwise assist and cooperate with Designers with respect to the 3
design of the Project. Construction Manager shall provide all other services during the Pre- L
Construction Phase of the Project as set forth in the Contract Documents. c
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B. PRELIMINARY EVALUATION. The Construction Manager shall familiarize itself with the _°
approved facilities program for the Project and shall provide a preliminary evaluation of the Owner's o
program and Project budget requirements. The Construction Manager shall jointly participate with a
the Owner and Designers in formation of the final Project design. It is the Construction Manager's Q
responsibility to assure that all parties coordinate efforts and revise the program to remain within the w
Owner's budget. =
C. CONSULTATION. The Construction Manager and the Designers shall jointly schedule and attend
regular meetings with the Owner. The Construction Manager shall consult with the Owner and
Designers regarding site use and improvements and the selection of materials, building systems and
equipment. The Construction Manager shall provide recommendations on construction feasibility;
actions designed to minimize adverse effects of labor or material shortages; time requirements for
procurement, installation and construction completion; and factors related to construction cost,
including estimates of alternative designs or materials, preliminary budgets and possible economies.
To provide effective consultation, the Construction Manager shall perfonn or cause to be performed
such structural or environmental tests, surveys or reports as necessary.
D. PROJECT SCHEDULE. When Project requirements have been sufficiently identified, the
Construction Manager shall prepare, and periodically update, a Project schedule for the Design
Professional's review and the Owner's approval. The Construction Manager shall obtain the Design
Professional's approval when reporting the Project schedule relating to the performance of the Design
Professional's services. The Construction Manager shall coordinate and integrate the Project
schedule with the services and activities of the Owner, Design Professional and Construction
Manager. As design proceeds, the Project schedule shall be updated to indicate proposed activity
sequences and durations, milestone dates for receipt and approval of pertinent information, submittal
of a Guaranteed Maximum Price (GMP) proposal, preparation and processing of shop drawings and
samples, delivery of materials or equipment requiring long -lead time procurement, Owner's
occupancy requirements showing portions of the Project having occupancy priority, and proposed
date of Substantial and Final Completion
E. PHASED CONSTRUCTION. The Construction Manager shall make recommendations to the Owner d
and Design Professional and Designers regarding the phased construction of the Work, if such phased v
construction is appropriate for the Project, taking into consideration such factors as economies, time E
of performance, availability of labor and materials, and provisions for temporary facilities. The first tl
phase of construction shall begin after construction documents are sufficiently complete for all phase
of work. E
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F. PRECONSTRUCTION COST ESTIMATES. The Design Professional and Designers are required Q
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to provide design concepts, narratives, and drawings. During each phase of design, in keeping with
the Owner's goals and the program for the Project, the Construction Manager shall familiarize itself c
with design documents and provide the Owner, Design Professional and Designers with a report E
detailing construction issues and concerns relating to the design, with detail appropriate to the phase m
of design. Without limitation of the foregoing, each construction report shall: y
a. include an estimate of overall construction cost, including Construction Manager's 3
contingency not to exceed the amount specified for each phase of design, including a L
comparison of the estimate to the Owner's budget for construction; c
b. identify conceptual decisions necessary to prepare accurate cost reports with the fewest 00
assumptions, qualifications, end exclusions;
c. include an analysis and evaluation of Jobsite management, site logistics, and schedule o
considerations; `
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d. include an analysis and evaluation of the constructability of the design concepts, narratives, Q
or drawings; w
e. include an analysis and evaluation of the design concepts, narratives, or drawings in regard
to the completeness of intended bid categories, conflicts or overlaps in the divisions of the
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Work, design details affecting construction including, without limitation, unusual or custom o
materials, value analysis, identification of long -lead materials affecting the construction
schedule, availability of labor, and other factors affecting construction, and, in the report m
provided during the Construction Documents Phase, suggestions for alternatives for matters
which may delay the construction schedule;
f. address problems, conflicts, defects, or deficiencies in the design concepts and offer y
recommendations and resolutions of same, and
g, identify any other issues which Construction Manager reasonably believes may have a
negative impact on the Project schedule, budget, or performance.
h. The Construction Manager shall include a statement that the cost estimates are within the @
Owner's budget. 9
G. The Construction Manager, the Design Professional and Designers shall jointly schedule and attend
regular meetings with the Owner and evaluate the preliminary design drawings. The Construction
Manager shall prepare and distribute minutes of these meetings, and verify the accuracy and
completeness of the minutes.
H. When Design Development Documents have been prepared by the Design Professional and
Designers, and approved by the Owner, the Construction Manager shall prepare a detailed
construction report with supporting data for review by the Design Professional and approval by the
Owner. The Construction Manager shall coordinate the efforts of the Owner and Design Professional
to assure the Owner's budget and schedule are met at the end of this phase. The Construction
Manager's contingency included in the estimate of overall construction costs provided at the end of
this phase shall not exceed G %. During the preparation of the Construction Documents, the
Construction Manager shall update and refine the construction report at appropriate intervals agreed
to by the Owner, Design Professional, and Construction Manager,
If any estimate of overall construction costs or schedule within any construction report submitted to a
the Owner exceeds a previously approved budget or schedule, the Construction Manager shall make E
appropriate recommendations to the Owner and Design Professional.
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J. SUBCONTRACTORS AND SUPPLIERS. The Construction Manager shall seek to develop
subcontractor interest in the Project and shall furnish to the Owner, Design Professional and o
Designers for their information a list of possible subcontractors, including suppliers who are to E
furnish materials or equipment fabricated to a special design, from whom proposals will be requested m
for each principal portion of the Work. The Design Professional and Designers will promptly reply =r-
in writing to the Construction Manager if the Design Professional, Designers or Owner know of any 3
objection to such subcontractor or supplier. The receipt of such list shall not require the Owner, L
Design Professional or Designers to investigate the qualifications of proposed subcontractors or c
suppliers, nor shall it waive the right of the Owner, Design Professional or Designers later to object
to or reject any proposed subcontractor or supplier.
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K. LONG -LEAD TIME ITEMS. The Construction Manager shall recommend to the Owner and Design a
Professional a schedule for procurement of long -lead time which will constitute part of the Work as Q
required to meet the Project schedule. If such long lead -time items are procured by the Owner, they >
shall be procured on terms and conditions acceptable to the Construction Manager. Upon the O- wrier's
acceptance of the Construction Manager's GMP proposal, all contracts for such items shall be
assigned by the Owner to the Construction Manager, who shall accept responsibility for such items o
as if procured by the Construction Manager. The Construction Manager shall expedite the delivery
of long- lead -time items.
L. EXTENT OF RESPONSIBILITY. The Construction Manager shall assume the responsibility to
guide the Owner, Design Professional and Designers through design of each phase with assessments
and recommendations in the construction reports to assure the Owner's budget and schedule are
maintained at the end of each phase. The recommendations and advice of the Construction Manager
concerning design alternatives shall be subject to the review and approval of the Owner, Design
Professional and Designers. If the Construction Manager recognizes that portions of the Drawings
and Specifications are at variance with the applicable laws, statutes, ordinances, building codes, rules,
and regulations, the Construction Manager shall promptly notify the Design Professional, Designers,
and Owner in writing.
M. GUARANTEED MAXIMUM PRICE PROPOSAL AND CONTRACT TIME.
a. When the Drawings and Specifications are sufficiently complete for a project phase, the
Construction Manager shall negotiate a GMP. which shall be the sum of the estimated Cost
of the Work, all applicable permits, bonds, insurance, and the Construction Manager's Fee.
b. The cost of the Work shall be based upon competitive bids obtained from subcontractors Z
selected by the Construction Manager for each portion of the Work outlined in the y
Construction Documents and subject to the review and approval of the Design Professional, 5 0
Designers, and Owner. The Construction Manager shall attempt to provide at least three bids 0
for every trade. When three bids cannot be provided, the Construction Manager shall provide E
justification satisfactory to the Owner's Representative. The complete bid process shall be
fully transparent to the Design Professional and Owner, and each shall be invited to observe tl
the process. The Construction Manager shall schedule pre -bid meetings with each a
subcontractor to review the scope of work in detail prior to submitting bids. Following the E
submittal of bids, the Construction Manager shall review the bid together with subcontractor
to ascertain the entire scope of work is included in their bids. The Construction Manager shall Q
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select each subcontractor determined by the Construction Manager to be qualified to provide
the services at the best value.
c. The Cost of the Work shall be the cost for a "turnkey" project delivery and shall include the
Construction Manager's contingency, not to exceed 3% on new construction, 5% for
renovations.
N. BASIS OF GUARANTEED MAXIMUM PRICE.
a. The Construction Manager shall include with the GMP proposal a written statement of its
basis, which shall include:
i. A list of the Drawings and Specifications, including all addenda thereto and the
Conditions of the Contract, which were used in preparation of the GMP proposal.
ii. A list of allowances and a statement of their basis.
iii. A list of the exclusions made by the Construction Manager in the preparation of the
GMP proposal.
iv. The posed GMP, including a complete Schedule of Values outlining the selected
competitive bid for each trade category, along with allowances, contingency, and
other items and the Fee that comprise the GMP.
v. The Dates of Substantial and Final Completion upon which the proposed GMP is
based.
O. The Construction GMP proposal and the written statement of its basis. In the event that the Owner
or Design Professional discover any inconsistencies or inaccuracies in the information presented,
they shall promptly notify the Construction Manager, who shall make appropriate adjustments to the
GMP proposal, its basis, or both.
P. Promptly upon receipt of the complete package constituting the GMP from the Construction
Manager, Monroe County shall process the package for approval by the Board of County
Commissioners. The Construction Manager shall assure that its selected bidders maintain and uphold
their prices until the Board has an opportunity to approve the GMP. The GMP approval shall not
exceed sixty (60) days.
Q. Prior to the Owner's acceptance of the Construction Manager's GMP proposal and issuance of a
Notice to Proceed, the Construction Manager shall not incur any cost to be reimbursed as part of the
Cost of the Work, unless approved by the Owner in writing.
R. Upon acceptance by the Owner of the GMP proposal, the GMP and its basis shall be set forth in a
GMP Amendment in a form approved by the County. The GMP shall be subject to additions and
deductions only by a change in the Work as provided in the Contract Documents, and the Dates of
Substantial and Final Completion shall be subject to adjustment only as provided in the Contract
Documents.
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S. CONSTRUCTION PHASE.— ADMINISTRATION OF CONTRACT SERVICES. After the tl
Construction Documents have been sufficiently completed by the Design Professional and Designers,
and approved by the Owner, for all of the Work (or such portions thereof as may be designated by E
Owner in writing), and the Owner and the Construction Manager have agreed in writing upon the 0
GMP to be paid to the Construction Manager and the Contract Time for the Work (or designated Q
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portions thereof) as hereafter provided. the Construction Manager shall furnish and pay for all
management, supervision, financing, labor, materials, tools, fuel, supplies, utilities, equipment and c
services of every kind and type necessary to diligently timely and fully perform and complete in a E
good and workmanlike manner the construction of the Work (or designated portions thereof) in m
accordance with all of the terms and conditions of the Contract Documents. Notwithstanding =r-
anything herein to the contrary, as and to the extent expressly directed and authorized by the Owner 3
in writing, the Construction Manager shall commence to construct those portions of the Work L
designated by the Owner even though the GMP and/or Contract Time for the entire Work has not yet c
been agreed to by the parties, so long as they have agreed in writing upon the compensation to be 00
paid to the Construction Manager and the performance time for such portion of the Work.
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Section 3. Relationship of Parties. a
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A. The Construction Manager is the Owner's independent contractor and additionally accepts the >
relationship of trust and confidence established with the Owner by this agreement, and covenants
with the Owner to furnish the Construction Manager's reasonable skill and judgment and to cooperate LL
with the Design Professional in furthering the interests of the Owner. The Construction Manager o
shall furnish construction and management services and use the Construction Manager's best efforts
to perform the Project in an expeditious and economical manner consistent with the interests of the
Owner. The Construction Manager shall cooperate and coordinate with the Owner, Design
Professional, Designers and other persons or entities employed by the Owner for the Project.
B. 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. Construction Manager acknowledges
that (i) it has represented to Owner that it has specific expertise in the planning, management and
construction of these facilities and (ii) that such representation is a material inducement to Owner to
enter into this Contract.
C. Wherever the terms of this Contract refer to some action, or approval 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.
D. Owner may utilize the services of a Program Manager to assist it with the management of the design y
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 d
the Program Manager shall be deemed to be an Owner designee as referenced in Paragraph B above. E
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 m
Documents, Construction Manager shall cause the Program Manager to also be named as an
additional insured party under all such policies. If so designated for this Project, Program Manager E
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 Q
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Work. However, except as may be otherwise expressly authorized in writing by Owner, the Program
Manager is not authorized on behalf of Owner to issue any verbal or written orders or instructions to c
Construction Manager that would have the effect, or be interpreted to have the effect, of amending E
or modifying the terms or conditions of the Contract Documents or modifying or amending in any m
way whatever the: (1) scope or quality of Work to be performed and provided by Construction y
Manager as set forth in the Contract Document; (2) the time within which Construction Manager is 3
obligated to complete the Work; or (3) the amount of compensation Owner is obligated or committed L
to pay Construction Manager as set forth in the Contract Documents. c
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Section 4. Contract Amount.
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A. In consideration of the full and faithful performance by Construction Manager of the covenants in a
this Contract, Owner agrees to pay, or cause to be paid, to Construction Manager the following Q
amounts (herein "Contract Amount "), in accordance with the terms of this Contract:
a. 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 and Designers during the
various design phases, and preparing cost estimates, Construction Manager shall receive the
Lump Sum amount of One Hundred Fifty Thousand Dollars ($150,0[]0.00) as the total lump
suns compensation for its services. Construction Manager shall provide a Pre - Construction
proposal for a breakdown of expenses. Installment payments of' the total lump sum
compensation shall be based upon the Design Deliverables provided by the Design Team, the
Construction Manager's responsive Reports, and Owner's receipt of Construction Manager's
written invoice for such payment, said invoice to be in a form reasonably acceptable to
Owner. The final invoice shall not be submitted until either (i) the GMP Amendment is
executed for the entire Work, or (ii) the parties fail to reach agreement on the GMP
Amendment and Owner elects to terminate this Contract, whichever occurs first.
b. C 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 Construction c
Management Fee for the entire Work in the fixed amount of Dollars (TBD). The Construction
Management Fee shall be Construction Manager's total compensation for all overhead not <
reimbursable as Cost of the Work under Section 5.A. below, as well as Construction 0
Manager's total profit for Construction Phase Services, Construction Manager agrees to 0
provide Owner with a GMP proposal for the total sum of the Construction Management Fee
plus the Cost of the Work within 45 working days after the Construction Documents in y
Owner's opinion are sufficiently completed by Design Professional and approved in writing
by Owner. The GMP proposal shall be based upon the previous cost estimates provided by d
Construction Manager as required hereunder, Further. the proposal shall be broken down into E
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 GMP proposal, shall be in
open to Owner for review and copying. The final GMP shall be mutually agreed upon by a
Owner and Construction Manager and shall be set forth in the GMP Amendment. E
Construction Manager shall provide a detailed breakdown acceptable to Owner of its GMP
proposal. For each line item in the GMP, Construction Manager shall record on the Schedule Q
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of Values all variances and deviations between the bid amount originally submitted for that
line item and the final line item price incorporated into the GMP. At the time of the c
submission of the Final Pay Application, the Construction Manager will provide to the Owner E
or its representative a reconciliation of the final job cost detail for the project to the final m
Schedule of Values by line item. Construction Manager guarantees that in no event shall the y
Construction Management Fee and the total Cost of the Work exceed the GMP, as the GMP 3
may be adjusted pursuant to the terms herein for Change Orders and Construction Change L
Directives. In the event Construction Manager and Owner fail to reach an agreement on the c
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 o
plus that portion of any earned compensation associated with any Construction Phase a L CL
Services provided, to the extent such services were expressly approved in advance and in Q
writing by Owner; but ConStructlon 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. LL
Section 5. Cost of the Work.
A. Costs t o b Reimb ursed. The term Cost of the Work shall mean all costs necessarily and reasonably
incurred by Construction Manager in the proper perfonnance 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. Labor Costs. 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, a
at off -site workshops.
b. Costs to be reimbursed will be the actual wages paid to the individuals performing the work.
c. Wages or salaries of Construction Manager's supervisory and administrative personnel c
whether stationed at the Project site or offsite, but only for that portion of their time required
for the Work and only with Owner's written agreement.
d. Wages and salaries of Construction Manager's supervisory and administrative personnel ca
engaged at factories, workshops or on the road in expediting the production or transportation o
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. y
e. Actual rates for wages or salaries shall be determined and agreed to at the time the GMP is 5-
established. Items that will not be reimbursed through the labor burden include training,
bonuses and administration costs. v
f. Subcontract Costs. Payments made by Construction Manager to subcontractors in accordance E
with the requirements of the applicable written subcontracts. tl
g. Cost of Materials and Equipment Incorporated into the Completed Construction.
h. Costs, including transportation, IT equipment/hardware, project specific software, of t
materials and equipment incorporated or to be incorporated in the completed construction.
i. Costs of materials described above in excess of those actually installed but required to provide Q
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reasonable allowance for waste and for spoilage.
Unused excess materials, if any, shall be handed over to Owner at the completion of the Work c
or, at Owner's option, shall be sold by Construction Manager; amounts realized, if ally, from E
such sales, shall be credited to Owner as a deduction from the Costs of the Work. m
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Costs of other materials and equipment, temporary facilities and related items.
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Costs, including transportation, installation, maintenance, dismantling and removal, of
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materials, supplies, temporary facilities (including project field offices, furniture and
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fixtures), temporary utilities, machinery, equipment, and hand tools not customarily owned
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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,
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Rental charges, at standard industry rates for the area, for temporary facilities, machinery,
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equipment, and hand tools not customarily owned by the construction workers, which are
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provided by Construction Manager at the Project site, whether rented from Construction
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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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Cost of removal and proper disposal of debris from the Project site.
Reproduction costs, long distance telephone calls, postage and parcel delivery charges and
telephone service at the Project site and reasonable petty cash expenses of the Project site
office.
That portion of the reasonable travel and subsistence expenses of Construction Manager's
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personnel assigned to the Project site, incurred while traveling outside of the Monroe County
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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. Any expenses not approved
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by the Owner prior to the travel will not be compensated.
That portion of any separate premiums for (i) bonds directly attributable to this Contract and
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(ii) any additional insurance coverages which are purchased by Construction Manager, with
Owner's prior written approval, beyond the level of coverage specified herein. Any self-
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insured coverages must be disclosed and all methods of determining costs to the Owner shall
also be disclosed.
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Sales, use or similar taxes imposed by a governmental authority which are related to the Work
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and for which Construction Manager is liable.
Fees and assessments for the building permit and for other pen licenses and inspections
for which Construction Manager is required by the Contract Documents to pay.
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Fees of testing laboratories for tests required by the Contract Documents, except those related
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to defective or nonconforming Work for which reimbursement is excluded pursuant to the
terns of this Contract.
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Royalties and license fees paid for the use of a particular design, process or product required
by the Contract Documents.
Deposits lost for causes other than Construction .'Manager's fault or negligence.
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Legal, mediation and arbitration costs, other than those arising from disputes between Owner
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and Construction Manager, reasonably incurred by Construction Manager in performance of
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the Work and with Owner's prior written consent, said consent to be given or denied in
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Owner's sole discretion.
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Repair to damaged or non - conforming work that was not caused by the negligence of
Biltmore Construction Co., Inc. or its Subcontractors shall be considered cost of work and
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S.i.a
support, etc.
j. Any Warranty costs that exceed the specified warranty listed in the contract documents will
not be reimbursed. Costs of equipment necessary to establish server connections to home
office and provide wireless capabilities for all team members use on -site are not considered
in this item, but shall be considered cost of work to be reimbursed.
k. Discounts, Rebates and Refunds. 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 therefore from Owner, or
(ii) Owner has deposited funds with Construction Manager with which to make payments;
otherwise, cash discounts shall accrue to Construction Manager.
1. 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.
m. Amounts which accrued to Owner in accordance with the provisions of subsection above shall
be credited to Owner as a deduction from the Cost of the Work.
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shall be reimbursed in accordance with Exhibit A, Section 12.
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Other Costs. Other costs incurred in the proper performance of the Work in accordance with
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the Construction Documents if and to the extent approved in advance in writing by Owner.
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B. Costs Not To Be Reimbursed The Cost of the Work shall not include the following items:
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Salaries and other compensation of Construction Manager's personnel stationed at
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Construction Manager's principal office or offices other than the Project site office, except as
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otherwise provided in subsection A above.
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Expenses of Construction Manager's principal office and offices other than the Project site
office, except as approved in writing by the Owner.
C.
Overhead and general expenses, except as may be expressly included in subsection A above,
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d.
Construction Manager's capital expenses, including interest on Construction Manager's
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capital employed for the Work.
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e.
Rental costs of machinery and equipment, except as specifically provided in subsection A
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above.
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f.
Costs due to the fault or negligence of Construction Manager, subcontractors, anyone directly
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or indirectly employed by any of them, or for whose acts any of them may be liable, including,
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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.
g.
Any costs not specifically and expressly described in subsection A above.
h.
Costs which would cause the GMP to be exceeded (as the GMP may be adjusted pursuant to
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the terms herein for Change Order and Construction Change Directive).
i.
Any costs associated with the rental expense of IT equipment that would exceed the normal
purchase costs of such item will not be reimbursable. IT non - reimbursable items will include
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but not limited to: general /accounting software, email, licenses, operating systems, IT
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support, etc.
j. Any Warranty costs that exceed the specified warranty listed in the contract documents will
not be reimbursed. Costs of equipment necessary to establish server connections to home
office and provide wireless capabilities for all team members use on -site are not considered
in this item, but shall be considered cost of work to be reimbursed.
k. Discounts, Rebates and Refunds. 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 therefore from Owner, or
(ii) Owner has deposited funds with Construction Manager with which to make payments;
otherwise, cash discounts shall accrue to Construction Manager.
1. 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.
m. Amounts which accrued to Owner in accordance with the provisions of subsection above shall
be credited to Owner as a deduction from the Cost of the Work.
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S.i.a
Section 6. Bonds.
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A. Within ten (10) business days of acceptance of the GMP Proposal by Owner and Construction E
Manager (unless a later submittal is expressly approved in writing by Owner), Construction Manager m
shall provide Owner with Performance and Payment Bonds in the amount of 100% of the total sum y
of the Owner's Construction Budget for the Work, the costs of which are to be paid by Construction 3
Manager. The Performance and Payment Bonds must comply with the following provisions and must L
be otherwise acceptable to Owner: c
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a. The Bonds must be underwritten by a surety company which has a currently valid Certificate o
of Authority issued by the State of Florida, Department of Insurance, authorizing it to write o
surety bonds in the State of Florida. a
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b. 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.
c. The surety company shall be in full compliance with the provisions of the Florida Insurance
Code.
d, The surety company shall have at least twice the minimum surplus and capital required by
the Florida Insurance Code at the time the bond is issued.
e. The Bonds must be fully performable in Florida, with service and venue in Monroe County,
Florida.
B, The Construction Manager may opt to require performance or payment bonds from any
subcontractor. The cost of such bonds shall only be included in the Cost of the Work on those
subcontracts whose value is in excess of $100,000.00. Any other subcontractor bonds shall not be a
considered a Cost of the Work and, hence shall not be reimbursable by the Owner to the Construction
Manager. Although Biltmore Construction Co., Inc.'s typical threshold for bonding is $100,000.00,
Biltmore Construction Co., Inc. may also elect to bond work regardless of the contract value, for c
envelope trades, hazardous material removal and MEP trades. Any subcontract below the
$100,000.00 threshold that Biltmore Construction Co., Inc. has elected to bond shall be identified
and presented to the Owner with an appropriate explanation. The surety company shall not expose U
itself to any loss on any one risk in an amount exceeding ten (10) percent of its surplus to 0
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 y
apply to the reinsuring calTier providing authorization or approval by the State of Florida, Department c c
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 o
surety deposited, pledged or held subject to the consent of the surety and for the protection of the
surety shall be deducted. tl
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C. If the surety for any bond furnished by Construction Manager is declared bankrupt, becomes E
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) Q
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S.i.a
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
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D. In accordance with the requirements of Section 255.05(1)(a), Florida Statutes, Construction Manager m
shall record within five (5) days in the Public Records of Monroe County, Florida, a copy of the =r-
Performance and Payment Bonds, Construction Manager shall deliver within ten (10) days to Owner 3
evidence, reasonably acceptable to Owner, of the recording of said Bonds. The delivery of such L
evidence is a condition precedent to Owner's obligation to make any progress payments to c
Construction Manager hereunder.
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E. Upon establishment of the GMP, the dollar amount of coverage provided by the bond shall be o
adjusted to an amount not less than the GMP, and shall be adjusted thereafter as the GMP is adjusted a
by change orders other than those associated with Owner Direct Purchase. In the event of a decrease a
in required bond coverage, the Owner shall be entitled to a credit of the applicable bond premium. ,,
Section 7. Contract Time and Liquidated Damages.
A, Time is of the essence in the performance of the Work under this Contract. Manager shall commence
the Pre - Construction Phase Services portion of the Work within five (5) calendar days after execution
of this agreement, unless a later date for commencement of Pre - Construction Phase Services is
established in writing by the Owner. Any Work performed by Construction Manager prior to
execration of this agreement shall be at the sole risk of Construction Manager. The "Construction
Phase Commencement Date" shall be established in the GMP Amendments. Construction Manager
shall commence the Construction Phase Services portion of the Work within five (5) calendar days
after the Construction Phase Commencement Date. 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 Date, unless expressly approved in advance by Owner in writing. No work
will be reimbursed prior to the Notice -to- Proceed being issued. 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 phases, the timely completion of each phase is critical to the
timely completion of the entire Project. Accordingly, Construction Manager agrees to provide the
Pre - Construction Phase Services in accordance with the Master Project Schedule included at Exhibit 0
D. With respect to the Construction Phase Services, the GMP Amendment shall include the date that o
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 y
days after the Construction Phase Commencement Date. In the event Construction Manager and o
Owner fail to reach an agreement oil the Contract Time and the Substantial Completion date, Owner )
may elect to terminate this Contract. In the event of any such termination, Construction Manager E
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 tl
associated with any Construction Phase Services provided, to the extent such services were expressly a
approved in advance and in writing by Owner; but Construction Manager shall not be entitled to any E
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 Q
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S.i.a
the Work has been completed to the point where Owner can occupy or utilize the Work for its
intended purpose, and the Design Professional shall certify the date Substantial Completion of the
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Work is achieved. If Owner has designated portions of the Work to be turned over to Owner prior to
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Substantial Completion of the entire Work, Design Professional shall certify the date as to when
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Substantial Completion of such designated portions of the Work have been achieved. The entire
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Work shall be fully completed and ready for final acceptance by Owner within 45 calendar days after
3
the Substantial Completion date, or within thirty (45) calendar days after Construction Manager's
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receipt of the punch list, whichever date occurs last.
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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 Phase is not
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substantially completed or finally accepted within the times specified in the GMP Amendment, as
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said time may be adjusted as provided for herein. In such event, the total amount of Owner's
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damages, will be difficult, if not impossible, to definitely ascertain and quantify, because this is a
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public construction project that will, when completed, benefit the public in Monroe County,
Florida. It is hereby agreed that it is appropriate and fair that Owner receive liquidated damages
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from Construction Manager, if Construction Manager fails to achieve Substantial Completion of
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the Work or portions thereof designated for earlier completion within the required time periods.
Should Construction Manager fail to substantially complete the Work or portions thereof
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designated for earlier completion within the required time periods, Owner shall be entitled to
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assess, as liquidated damages, but not as a penalty, $1,500.00 dollars per site for each calendar day
thereafter until Substantial Completion of the work or designated portion is achieved. Should
Construction Manager fail to satisfy all requirements for final acceptance of the Work as described
in Paragraph 22.2 of Exhibit A herein within the required time period, Owner shall be entitled to
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assess, as liquidated damages, but not as a penalty, five hundred dollars $500 for each calendar day
0
thereafter until the final acceptance requirements are met. 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
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complete the Work in a timely manner. If portions of the Work are deemed substantially complete
by the Architect /Engineer, but no Change Order can be issued, the Architect /Engineer's
determination takes precedence. o
C. 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 documents in Exhibits A through D are expressly agreed to be incorporated by reference and made a m
part of this Agreement.
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S.i.a
Section 9. Notice.
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, or other expedited mail or
package delivery, or (iii) by hand delivery to the appropriate address as herein provided. Notices required
hereunder shall be directed to the following address:
Director of' Project Man,] ell iGnt Assistant County Administrator PW & 1`;
1 100 SInionton 5t.. Rooni ? -21(] 1100 Simonton St.
Kev West Florida 33040 Kev West, Florida 33040
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, or other expedited
mail or package delivery, or (iii) by hand delivery to the appropriate address as herein provided. Notices
required hereunder shall be directed to the following address:
1111tnlore C onstruction Co.,. In C,
1055 Ponce de L eon Boulevard
Bcllcai k'l.-
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.
Section 12, Governing Law and Venue.
The Contract shall be interpreted under and its performance governed by the laws of the State of Florida.
The Parties expressly covenant and agree that jurisdiction and venue for any claim or dispute arising out of
or relating in any way to this agreement shall lie in the appropriate court for the 16th Judicial Circuit, in and
for Monroe County, Florida.
Section 13. No Waiver.
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The failure of Owner to enforce at any time or for any period of time any one or more of the provisions of E
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. Q
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S.i.a
Section 14. Entire Agreement. c
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Each of the parties hereto agrees and represents that the Contract comprises the full and entire agreement m
between the parties affecting the Work contemplated, and no other agreement or understanding of any nature y
concerning the same has been entered into or will be recognized, and that all negotiations, acts, work 3
performed, or payments made prior to the execution hereof shall be deemed merged in, integrated and L
superseded by the Contract. This agreement shall also supersede and nullify all terms and conditions of c
purchase orders issued in conjunction with this agreement to facilitate Owner processing of payments. ,0
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The Owner and Construction Manager agree that secondary contracts may be entered between as relates to 'o
ancillary projects and the Work and Project. a
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Section 15. Severability. w
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.
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Execution by the Contractor must be by a person with authority to bind the entity.
SIGNATURE OF THE PERSON EXECUTING THE DOCUMENT MUST BE NOTARIZED.
(SEAL)
Attest: Kevin Madok. Clerk
I3\
Deputy Clerk
Date
(SEAL)
Construction Manager must firm idC
two witnesses signatures
- --
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Print Mime: �
Title:
and
Print N:IInL•..
Title: U�ce
Date. t
BOARD OF COUNTY OMMISSIONERS
OF MONROE COUNTY, FLORIDA
Mayor /Chairntan
CONSTRUCTION MANAGER:
Biltmore (rm:,[I uct it n i Ine.
Signature: - _ -- - - - --
Print game: i r,,. i, 1 f ke r
Title: Vice President
MONROE COUNTY ATTORNEY
APPWVED AS Tp r oRNy f r—
I
CHRIS AMBROSIO
-ASSISTANT C LINTY ATTORNEY
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Date: ...
19
S.1.a
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 goveriunental 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. Construction
Manager is not responsible for verifying design dimensions.
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1.3. Drawings are intended to show general arrangements, design and extent of Work and are not o
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, y
subcontracts or extent of any part of the Work. In the event of a discrepancy between or among 5
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 E
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 tl 0
connection with any portion of the Work to make a complete, serviceable, finished and first quality a
installation shall be furnished and installed as part of the Work, whether or not called for by the E
Contract Documents.
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S.i.a
2. INVESTIGATION AND UTILITIES.
2.1. Construction Manager shall have the sole responsibility of satisfying itself concerning the nature c
and location of the Work and the general and local conditions, and particularly, but without E
limitation, with respect to the following: those affecting transportation, access, legal disposal, m
handling and storage of materials; availability and quality of labor; water and electric power; y availability and condition of roads; work area; living facilities; climatic conditions and seasons; 3
physical conditions at the work -site and the Project area as a whole; topography and ground surface L
conditions; nature and quantity of the surface materials to be encountered; subsurface conditions; c
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 o
responsibilities to perform under the Contract Documents, nor shall it be considered the basis for a
any claim for additional time or compensation. Q
12. Construction Manager shall locate all existing roadways, 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 thirty (3 0) business days of written demand for same from Owner.
3. SCHEDULE.
3.1. Construction Manager shall provide an overall milestone schedule for the Project. The Master
Project Schedule may be updated from time to time as required by the Owner.
3.2. Construction Manager shall prepare and provide the various schedules set forth in Exhibit B to the
Agreement. Said schedules shall incorporate the milestones in the Master Project Schedule, and
shall be updated by Construction Manager monthly, or as often as is specified in Exhibit B to the
Agreement. Construction :Manager's submittal of satisfactory schedules 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 E
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. Q
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S.i.a
4,2. At the time it submits its first monthly Application. for Payment to Owner following GMP o
approval, Construction Manager also shall submit to Owner and Design Professional, for their E
review, a Schedule of Values based upon the GMP proposal; in a format approved by the Owner, m
listing the major elements of the Work and the dollar value for each element. That Schedule of y
Values, as further revised to reflect the final negotiated GMP amount and as approved by Owner, 3
shall be used as the basis for Constructions Manager's monthly Applications for Payment L
thereafter. This revised Schedule of Values shall be updated for the current month Change Orders c
and Construction Change Directives and submitted each month to Design Professional along with
a completed and notarized copy of the Application for Payment form,
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4.3, If payment is requested on the basis of materials and equipment not incorporated into the Project, a
but delivered and suitably stored at the site, the Application for Payment shall also be accompanied Q
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, all of which
shall be subject to Owner's satisfaction. Owner has the discretion whether or not to pay for such LL
unincorporated materials, 0
4,4. Construction Manager shall submit three (3) notarized original copies of its monthly Application
for Payment to Design Professional each month for Work performed during the previous month,
not less than five (5) business days prior to the deadline for submission identified in the Owner's
published payment processing schedule. The form of Application for Payment shall be a notarized
AIA Document G702, Application and Certification for Payment, supported by AIA Document
G743, Continuation Sheet. Invoices received after each month's deadline shall be considered for
payment as part of the next month's application. Within five (5) business 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 in accordance
with the Owner's published payment processing schedule.
4,5. Owner shall retain ten percent (10 %) of that portion of the gross amount (less reimbursable items) c
of each monthly payment request certified by Design Professional and approved by Owner for
payment, until fifty percent completion of the Work. Upon fifty percent completion of the Work,
the amount of retainage thereafter withheld by Owner from subsequent payments may be reduced u
to 5% of that portion of the gross amount (less reimbursable items) of each monthly payment o
request certified by Design Professional and approved by Owner for payment unless Construction o
Manager has elected to withhold a higher amount from subcontractors as allowed by law, in which y
case the higher amount shall be retained by Owner. Upon achieving fifty percent (50 %) completion c c
of the Work, and when requested by the Construction Manager, the Owner may release half of the d
amount previously retained. Owner reserves the right, at its sole discretion, to further reduce the 0
amounts retained on any subsequent monthly payment request prior to final payment. Provided,
however, nothing in this Section 4.5 shall preclude or limit the Owner's right to withhold payment m
as otherwise permitted by the terms of the Contract Documents or as permitted by law. Retainage a
shall not be held against Construction Manager's personnel, General Conditions, Bond, Insurance E
or Fees.
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S.i.a
4.6. When requested by the Construction Manager, the Owner may authorize final payment to
subcontractors who have satisfactorily completed their respective portion of the Work, provided c
that such Work has been accepted by the Construction Manager and the Design Professional as E
complete, and provided that the necessary releases, lien wavers and surety consents have been m
provided. Such payments shall not diminish or qualify the contractor's obligation to complete the y
Work within the Contract Time. 3
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4.7. Construction Manager shall pay its Subcontractors for all work satisfactorily completed on this c
Project, regardless of any other debts, claims or back- charges that may be owed by Subcontractors
to Construction Manager on other projects. Provided the Subcontractor has satisfactorily
performed its work on this Project, Construction Manager shall not be entitled to use funds o
otherwise due the Subcontractor from this Project as a set off against claims, debts or back - charges a
that may be owed by Subcontractor to Construction Manager on other construction projects. Q
4.8. Monthly payments to Construction Manager shall in no way imply approval or acceptance of
Construction Manager's work..
4.9. Each Application for Payment shall be accompanied by a Conditional Release and Affidavit,
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 Payinent. Owner shall not be required to make payment until and unless the
affidavit is furnished by Construction Manager. Further, if Construction Manager is withholding
any portion of a payment to any subcontractor for any labor, scrvices, 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 . 9
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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 a
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 c
payment any amounts, or portions thereof, requested by Construction Manager in an Application
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 ca
reasonably necessary, to protect Owner from any expense, cost or loss attributable to: (a) defective o
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 y
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
(e) Construction Manager's failure to satisfactorily prosecute the Work in accordance with the
requirements of the Contract Documents; or (f) any other material breach of the requirements of tl
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 E
items, at Construction Manager's expense, if such items are not cured or agreed to be cured by
Construction Manager to Owner's reasonable satisfaction within five (5) days after Construction Q
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S.i.a
Manager's receipt of written notice from Owner,
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6. FINAL PAYMENT. E
6.1. Owner shall make final payment to Construction Manager within sixty (60) calendar days after m
the Work is finally accepted by Owner in accordance with Paragraph 22.2 herein, provided that y
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 the following:
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6.1.1. a properly executed and notarized final release (conditioned only upon receipt of final
payment) in the form of the Release and Affidavit. o
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6.1.2. a duly executed copy of the surety's consent to final payment; a
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6.1.3. evidence of payment to all subcontractors and suppliers in a form and containing such detail w
as may be required by Owner; (conditioned only upon receipt of final payment)
6.1.4. an accounting in a form acceptable to Owner of the use of funds allocated for General
Condition work items; and
6.1.5. such other documentation that may be required by the Contract Documents or Owner
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, and/or payment.
7. SUBMITTALS AND SUBSTITUTIONS.
7.1. Construction Manager shall carefully examine the Contract Documents for all requirements for 2
approval of materials to be submitted such as s dr awings, data, test results, schedules and 0
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 o
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 y
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 W
purpose being to enable Design Professional to prioritize requests coming from Construction a
Manager. Construction Manager shall advise Owner and Design Professional in writing when E
timely response is not occurring on any of the above.
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Racket Pg. 2665
S.i.a
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
a 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.
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7.5. Design Professional shall be allowed a reasonable time within which to evaluate each proposed 8
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 E
}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 tl0
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 E
Manager to reimburse Owner for the charges of Design Professional and Design Professional's
consultants for evaluating the proposed substitute. Q
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Racket Pg. 2666
S.i.a
8. PRE - CONSTRUCTION PHASE SERVICES. o
Construction Manager shall provide the following review and commentary services, in addition to any E
other Pre - Construction Phase Services required by the terms of this Contract: m
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8.1 Review, Recommendations and Warranty: Construction Manager shall familiarize itself 3
thoroughly with the evolving architectural, civil, mechanical, plumbing, electrical and structural L
plans and specifications and shall follow the development of design through development of c
construction documents (as those phases are defined in the Design Agreement and as the timing of ,'
this agreement allows). Construction Manager shall make recommendations with respect to the
selection of systems and materials, and cost - reducing alternatives including assistance to Design 'o
Professional and Owner in evaluating alternative comparisons versus long term cost effects. The a
evaluation shall address the benefits of the speed of erection and early completion of the Work. Q
Construction Manager shall furnish pertinent information as to the availability of materials and labor w
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 LL
Manager shall call to Owner's and Design Professional's attention any defects in the design, drawings o
and specifications or other documents of which it is aware. As questions arise or as more information
is needed from the Designer or the Owner, the Construction Manager will track who is responsible a
for each item and record the status of each item at every meeting. Construction Manager shall prepare .�
estimates of the construction cost utilizing the unit quantity survey method in a format approved by v
the Owner. These estimates shall be performed following each design phase. y
8.1.1. The construction budget range and system assumptions are to provide cost guidance across
all divisions. The Construction Manager will develop budget tracking categories, applicable to
the scopes of work, Conduct a budget variance evaluation and produce a list of
recommendations. The Construction Manager will track and identify scope changes, review
with team, and schedule critical decisions as it relates to the budget.
8.2. Review Reports: Within thirty business (30) 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 and on factors set out in this section 8. Within the same thirty
(3 0) 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 ca
taken by Design Professional with respect to same, any comments Construction Manager may o
deem to be appropriate with respect to separating the Work into separate subcontracts, alternative
materials, and any other appropriate or required comments. Ongoing constructability reviews to y
include: Staging and Maintenance of Traffic, Cost Analysis and evaluation for means and methods c c
of systems being evaluated. Provide Monthly reports on the Pre - Construction progress, include 0
specific meetings with any Agencies, Owner, Design Professional, Public meetings or any other E
related activities. AT THE TIME THE GMP IS MUTUALLY ESTABLISHED, EXCEPT ONLY
AS TO SPECIFIC MATTERS AS MAY BE IDENTIFIED IN THE GMP AMENDMENT, THE tl0
CONSTRUCTION CONTRACTOR SHALL BE DEEMED TO HAVE WARRANTED TO a
OWNER, WITHOUT ASSUMING ANY ARCHITECTURAL OR ENGINEERING E
RESPONSIBILITY, THAT THE CONSTRUCTION DOCUMENTS ARE CONSISTENT WITH
EACH OTHER, PRACTICAL, FEASIBLE AND CONSTRUCTABLE. FURTHER, T14E Q
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Racket Pg. 2667
S.i.a
CONSTRUCTION MANAGER SHALL BE DEEMED TO HAVE WARRANTED TO OWNER
THAT THE WORK DESCRIBED IN THE CONSTRUCTION DOCUMENTS IS c
CONSTRUCTABLE WITHIN THE CONTRACT TIME. E
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8.3. Long Lead Procurement: Construction Manager shall review the Project design for the purpose of y
identifying long lead procurement items (machinery, equipment, materials and supplies) and 3
consult with Design Professional concerning same. When each item is identified. Construction L
Manager shall notify prospective subcontractors, Owner and Design Professional of the required c
procurement and schedule. Such information shall be included in the bid documents and made a ,'J
part of all affected subcontracts. Construction Manager shall keep itself informed of the progress 0
of the respective subcontractors or suppliers manufacturing or fabricating such items, and revise 'o
the Construction Schedule when required as a result of delays in delivery. Delays in delivery time a
for long lead procurement items will not entitle Construction Manager to a time extension for Q
completion of the Project. w
83.1 Scheduling of Pre - Construction Activities: Provide construction schedule with monthly
updates. Confirm and measure all permitting requirements on and off site and define essential
milestone submission dates to ensure construction starts per the approved schedule. The
permit status will be tracked and made available to all attendees and will accompany the
meeting notes that will be distributed. Include Owner tasks and design team changes and
requests.
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 are sequenced to maintain completion of all Work on schedule. The Construction
Manager will produce a Pre - Construction project schedule that includes deliverables to the
owner in conjunction with the Owner and the Designer. Owner Direct Purchase Items, long
lead items and potential early start items will be identified as well and included ill this
schedule. The progress of this schedule will be tracked at every meeting and statuses recorded
and distributed with the meeting notes.
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. Provide all required Value Engineering as maybe required to provide The cost
guidance for the Owner. Preparation of the GMP: The Construction Manager will compile
the G VIP for the Owner. Included in this G vIP will be the Construction Manager's general
conditions and Construction Phase fee.
8.5 Cost Modeling /Building Information Modeling (BIM) Construction Manager is responsible to build m
BIM model and to facilitate cost modeling. The cost of producing the BIM Model is not included a
in the Preconstruction Proposal but may be added after the parameters of the Model are determined E
and appropriate costs are approved by the Owner. The Owner may elect to not have a Building
Information Model provided pending final discussions. Cost modeling is included within the Q
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Racket Pg. 2668
S.i.a
Preconstruction Proposal .
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8.6 Meetings. E
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8.6.1 Monroc County requires its buildings to conform to Florida Green Building Coalition y
standards. The Construction Manager will participate in Florida Green Building Coalition 3
standards meetings and offer additional suggestions and input to ensure their value L
engineering does not recommend removing components necessary to maintain the c
certification.
8.6.2 Public presentation portion of this scope shall consist of the Construction Manager facilitating
meetings with the adjacent residents and public to discuss the project. The presentation shall 'o
include introduction of the project team, who and how to contact team individuals, discussion a
of the project sequences, project schedule, pedestrian/school access during construction and Q
additional details as requested by the Owner. w
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 j ob -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 jab -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 shall be
evaluated based on their cost over the Iife of the Project. 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 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 three (3) lease proposals obtained by
Construction Manager.
9.1.3. For all such job -site facilities purchased, which may become the property of Owner at the 8
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 y
will be made at the conclusion of the Work at the documented purchase price. At that time, c c
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. tl0
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9.1.4. Construction Manager is responsible for proper care and maintenance of all equipment while E
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 Q
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Racket Pg. 2669
S.i.a
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 c
with Section 5 of the Agreement. E
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9.2 Construction Manager's administration of the Work shall include the following: y
9.2.1 Maintain a log of daily activities. including manpower records, weather, delays, major 3
decisions, etc. L
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9.2.2 Maintain a roster of companies on the Project with names and the telephone numbers of key
personnel. °
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9.2.3 Establish and enforce job rules governing parking, clean -up, use of facilities and worker• a
discipline. Q
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 bi- weekly 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 meeting until
resolution is achieved.
9.3.2 Shop Dra /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 F:g i � nwnt l:x pediting: Provide staff to closely monitor material and
equipment deliveries, check and follow -up on supplier commitments for Construction
Manager and all subcontractors and maintain a material and equipment expediting log.
9.3.4 1'aymcnts to SUIIC011 Develop and implement a procedure for the review, processing
and payment of applications by subcontractors for progress and final payments.
9.3.5 1]ocuincnt 1 nterhrc tat ion Refer all questions for interpretation of the Contract Documents to
Design Professional in writing. E
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93.6 12e porls an Project Sitc 1. ?oc Record the progress of the Work. Submit written Q
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Racket Pg. 26770
S.1.a
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 c
Professional, and any permitting authority inspectors. E
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93.7 Subcon tractors P_rogt;ess: Prepare periodic punch lists for the Work, including work of y
subcontractors'. identifying unsatisfactory or incomplete items and schedules for their 3
completion. L
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9.3.8 Subs tantial Com Pursuant to the provisions of Paragraph 22.1 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 o
unsatisfactory items prepared by Construction Manager and reviewed and supplemented by a
Design Professional, prepare a schedule for their completion indicating completion dates for Q
Owner's review. a
93.9 Final C orn pleti . on: Monitor 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.I0 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.
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 fi les and records. 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 12
to be operated by maintenance personnel and convey these to Owner in such a manner as to tl
promote their usability. Construction Manager shall provide Owner's operations and a
maintenance personnel with operations and maintenance training with respect to the E
equipment and systems being provided as part of the Work. This training to be videotaped by
the Construction Manager for subsequent presentation to Owner's operations and Q
30
Racket Pg. 2671
S.i.a
maintenance personnel.
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9.5.3 Construction Manager shall secure required guarantees and warranties, and shall assemble E
and deliver same to Owner in the manner required by Owner. m
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10. DAILY REPORTS, RECORD CONTRACT DOCUMENTS AND MEETINGS. L
10. I . Construction Manager shall prepare, maintain and submit to Design Professional and Owner, c
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 o
and submit those logs, reports, and schedules is a condition precedent to Owner's obligation o
hereunder to make any payments to Construction Manager. These logs, reports and schedules shall a
not constitute nor take the place of any notice required to be given by Construction Manager to Q
Owner or Design Professional pursuant to the Contract Documents. w
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. 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 shall be delivered to
Design Professional by Construction Manager for Owner.
103. Construction Manager shall advise Owner, its representatives and Design Professional of
their requested or required participation in any meeting or inspection giving each written notice at
least 48 hours prior to the meeting or inspection.
11. CONTRACT TIME AND TIME EXTENSIONS.
11.1. Construction Manager shall diligently pursue the completion of the Work and coordinate the E
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 tl
delayed or impaired by any act or omission by Construction Manager or anyone for whom a
Construction Manager is liable. Unless expressly noted otherwise in the Contract Documents, E
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 Q
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Racket Pg. 2672
S.i.a
Documents, and the coordination of Owner's suppliers and contractors as set forth in Section 14
herein.
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11.2. Should Construction Manager be obstructed or delayed in the prosecution of or completion in
of the Work as a result of unforeseeable causes beyond the control of Construction Manager , and y
not due to its fault or neglect, including but not restricted to acts of God or of the public enemy; 3
acts of government, fires, floods, epidemics, quarantine regulation, strikes, lockouts, unusually L
severe weather conditions by comparison with the ten -year Monroe County, Florida, average not c
reasonably anticipatable, Construction Manager shall notify Owner and Design Professional in ,0
writing within fourteen (14) 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 o
had to request a time extension. a
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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. Claim must be approved prior to Construction Manager accelerating the Work. 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 o
progress of the work from any cause whatsoever, including those for which Owner and Design
Professional may be responsible, in whole or in part, shall relieve the Construction Manager of its y
duty to perform or give rise to any rights to damages or additional compensation from Owner �
unless specifically provided for in this paragraph. If the Construction Manager is delayed at any
time in the progress of the work due to causes outside of its control. or the control of its E
subcontractors or suppliers, the Construction Manager may submit a change order requesting an
extension of the Contract Time in accordance with the procedure established in this agreement. tl
The Construction Manager warrants by execution of the Contract that the Construction Manager
has accounted for and anticipated reasonable foreseeable delays and that the work can be E
completed within the Contract Time. Any extension of the Contract Time shall be net of ally �
foreseeable delays or other delays attributable to the Construction Manager. No extension of the Q
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Racket Pg. 2673
S.i.a
Contract Time shall increase the Contract Sum unless and until the Construction Manager
demonstrates to the satisfaction of the Owner that the Substantial Completion will be delayed
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beyond a date selected for Substantial Completion in this Contract. For each day Substantial
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Completion is so delayed as a result of an approved extension of the Contract Time, Construction
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Manager shall be entitled to a proportional increase in the allowance for general conditions and
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the corresponding increase in the Contract Sum, but no more. Construction Manager agrees and
warrants that it waives all other damages or costs that it may incur as a result of delay to its
performance other than specifically set forth in this paragraph. The Contract Sum shall not be
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increased as a result of extension of the Contract Time to the extent the extension of time results
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from adverse weather conditions or any other cause outside the control of the Owner.
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12. CHANGES IN THE WORK.
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12.1. Owner shall have the right at any tune during the progress of the Work to increase or decrease
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the Work. Promptly after being notified of a change, but in no event more than fourteen (14) days
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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
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it foresees as a result of the change. Except in an emergency endangering life or property, or for
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minor changes ordered by Design Professional that will not result in an increase in compensation
or adjustment to the Contract Time, no addition or changes to the Work shall be made except upon
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written order of Owner, and Owner shall not be liable to Construction Manager for any increased
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compensation or adjustment to the Contract Time without such written order. NO OFFICER,
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EMPLOYEE OR AGENT OF OWNER IS AUTHORIZED TO DIRECT ANY EXTRA OR
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CHANGED WORK ORALLY.
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12.2. A Change Order 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.
123. 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 d
decrease to the Contract Amount, a Change Order shall be issued which increases or decreases the 0
GMP by the amount of Construction Manager's actual and reasonable direct Cost of the Work
(including bond premiums for changes other than those associated with Owner Direct Purchase). tl 0
m
12.5. Notwithstanding any provision herein to the contrary, the amounts for combined overhead E
and profit for Change Orders and Construction Change Directives are as follows:
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33
Racket Pg. 2674
S.i.a
12.5. 1. For the Construction Manager, additional amounts for overhead and profit will not be
allowed until the total Cost of the Work has been increased by approved Change Orders and c
Construction Change Directives in an amount causing the greater of the original GMP as set E
forth in the GMP Amendment or the estimated construction cost set forth in the preamble to in
this Agreement to be exceeded by more than five percent. Construction Manager shall be y
entitled to an increase in the Construction Manager's Fee for combined overhead and profit on
the amount exceeding one hundred percent (100 %) of the original GMP amount or estimated
construction cost, whichever is greater. The increase in the Construction Manager Fee shall be c
proportional to the ratio of the Construction Manager's Fee to the estimated construction cost, ,0
as set forth in the Agreement. —
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12.5.2. For each Subcontractor or Sub - subcontractors involved, the Work performed by that a
Subcontractor or Sub - subcontractor's own forces; ten percent (10 %) of the cost. Q
12.5.3. For each Subcontractor, the Work performed by the Subcontractor's Sub- subcontractor's;
five percent (5 %) of the amount due the Sub- subcontractor.
12.5.4. No further tiering of the Sub- subcontractors will be allowed mark -up for overhead and profit.
12.5.5. Cost to which overhead and profit is to be applied shall be determined in accordance with
Section 5 of this Agreement.
12.5.6. In order to facilitate checking of quotations for extras or credits, all proposals, except those
so minor that their propriety can be seen by inspection, shall be accomplished by a complete
itemization of costs including labor, materials and Subcontracts. Labor and materials shall be
itemized in the manner prescribed above. Where major cost items are Subcontracts, they shall
be itemized also. In no case will a change be approved without backup documentation.
12.6 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.
12.7 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.
12.8 When the GMP includes a Project Contingency Allowance, changes in the work may be authorized as d
a Contingency Adjustment. The procedures for Contingency Adjustments are the same as for Change E
Orders and Construction Change Directives, except that no increase or decrease to the GMP results. E
Costs for Contingency Adjustments shall not include amounts for Construction Manager's overhead and @
profit or adjustments to the Construction Manager's fee. If Owner and Construction Manager are unable
to agree on a Contingency Adjustment 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. Q
34
Racket Pg. 2675
S.i.a
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 c
claim it might otherwise have had on that matter. Construction Manager shall supply Owner with a E
Monthly Contingency report for all Contingencies included in the project. m
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13. CLAIMS AND DISPUTES. 3
13.1. The term "Claim" as used herein shall mean any and all demands made by one party L
hereunder against the other party, whether such demand be for money, time or the assertion of any c
right or obligation that arises out of the Contract Documents.
a
13.2. Initial notice of Claims by Construction Manager shall be made in writing to Owner and o
Design Professional within fourteen (14) calendar days after the first day of the event giving rise a
to such Claim or else Construction Manager shall be deemed to have waived the Claim. Written Q
supporting data shall be submitted to Owner and Design Professional within thirty (30) calendar w
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 12.5 hereof, o
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 any legal, administrative, or equitable proceeding between the parties
with respect to the Project, the parties shall attempt to resolve the dispute through mediation before
an agreed- upon Mediator. 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,
13.5. Any litigation between Owner and Construction Manager (which terns 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 ca
in the appropriate State courts of the State of Florida; and Owner and Construction Manager each o
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 y
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's Sixteenth Judicial Circuit in and for Monroe County, Florida. Construction Manager E
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. tl
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14. OTHER WORK. E
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 Q
35
Racket Pg. 2676
S.i.a
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 c
such performance will involve additional expense to Construction Manager or require additional E
time Construction Manager shall send written notice of that fact to Owner and Design Professional m
within fourteen (14) calendar days of being notified of the other work. If Construction Manager y
fails to send the above required fourteen (14) calendar days notice, Construction Manager will be 3
deemed to have waived any rights it otherwise may have had to seek an extension to the Contract L
Time or adjustment to the Contract Amount. c
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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 'o
employees) proper and safe access to the site and a reasonable opportunity for the introduction and a
storage of materials and equipment and the execution of such work and shall properly connect and Q
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 .5
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 o
alter the work of others without first receiving the written consent of that other person and Design
Professional. m
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.
15. INSURANCE.
15.1. During the term of this Agreement Construction Manager shall provide, pay for, and
maintain, with companies satisfactory to Owner, the types of insurance as described in the
solicitation and herein. All insurance shall be from responsible companies duly authorized to do
business in the State of Florida. Simultaneously with the execution and delivery of this Agreement ca
by Construction Manager and prior to execution of the Work, Construction Manager has delivered o
to Owner properly executed Certificates of Insurance, using the standard Accord form, evidencing
the fact that Construction Manager has acquired and put in place the insurance coverages and y
limits required hereunder. In addition, certified, true and exact copies of all insurance policies
r o -
required shall be provided to Owner, on a timely basis, if requested by Owner. These Certificates
and policies shall contain provisions that thirty (30) days written notice by registered or certified E
mail shall be give Owner of any cancellation, intent not to renew, or reduction in the policies'
coverages, except in the application of the Aggregate Limits Provisions. Construction Manager tl0
shall also notify Owner, in a like manner, within twenty -four (24) hours after receipt, of any notices a
of expiration, cancellation, non- renewal or material change in coverages or limits received by E
Construction Manager from its insurers, and nothing contained herein shall relieve Construction
Manager of this requirement to provide notice. In the event of a reduction in the aggregate limit Q
0
Racket Pg. 2677
S.i.a
below the minimum required of any policy to be provided by it hereunder, Construction Manager
shall immediately take steps to have the aggregate limit reinstated. All insurance coverages of c
Construction Manager shall be primary to any insurance or self- insurance program carried by E
Owner applicable to this Project. m
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15.2. All insurance policies required by this Agreement shall include the following provisions and 3
conditions by endorsement to the policies: L
0
15.2.1. The term "The Board of County Commissioners of Monroe County, Florida ", shall include ,IJ
Monroe County, Florida, a political subdivision of the State of Florida, all departments and 0
divisions and individual officials, members and employees thereof in their official capacity, o
and/or while acting on behalf of Monroe County. a
a
15.2.2. All insurance policies, other than the Workers Compensation policy, provided by w
Construction Manager to meet the requirements of this Agreement shall name The Board of
County Commissioners of Monroe County, Florida, as that name is defined in 15.2.1 above, I
as an additional insured as to the operations of Construction Manager under the Contract o
Documents and shall contain a severability of interests provisions.
15.2.3. 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.
15.2.4. All insurance coverages of Construction Manager shall be primary to any insurance or self-
insurance program carried by Owner applicable to this Proiect, and the "Other Insurance"
provisions of any policies obtained by Construction Manager shall not apply to any insurance
or self - insurance program carried by Owner applicable to this Project.
15.2.5. Before construction begins Certificate(s) of Insurance confirming insurance requirements
must be provided to Owner for Owner's insurance broker compliance review and acceptance.
All Certificate(s) of insurance must reference the project name. As applicable, Additional
Insured Requirement, pursuant to 15.2.2 above, must be attached.
15.2.6. All insurance policies shall be fully performable in Monroe County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
15.2.7. Venue for any action concerning any matter under any policies provided pursuant to this
agreement shall lie in the appropriate State courts of the State of Florida's Sixteenth Judicial
Circuit in and for Monroe County, Florida. Insurer must consent and submit 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.
15.3 The acceptance by Owner of any Certificate of Insurance for this Project evidencing the insurance m
coverages and limits required in this Agreement does not constitute approval or agreement by Owner
that the insurance requirements have been met or that the insurance policies shown on the Certificates E
Of Insurance are in compliance with the requirements of this Agreement.
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S.i.a
15.1 Before starting and until completion of all services required hereunder, Construction Manager shall
procure and maintain insurance of the types and to the limits specified in Exhibit C, "Insurance c
Requirements ", which is attached hereto and made a part hereof. Construction Manager shall require E
each of its subcontractors to procure and maintain, until the completion of that subcontractor's services, m
insurance of the types and to the limits specified in Exhibit C, unless such insurance requirement for the y
subcontractor is expressly waived in writing by Owner. It is the Construction Manager's explicit
responsibility to ensure all subconsultant(s) and/or subcontractor(s) comply with these insurance
requirements. c
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W.
15.5 if any insurance provided pursuant to this Agreement expires prior to the completion of the services
required hereunder, renewal Certificates of Insurance and, if requested by Owner, certified, true copies 'o
of the renewal policies, shall be furnished to Owner thirty (30) days prior to the date of expiration. a
a
15.6 Should at any time Construction Manager not maintain the insurance coverages required in this
Agreement, Owner may cancel the Agreement or at its sole discretion shall be authorized to purchase
such coverages and charge Construction Manager for such coverages purchased. If Construction
Manager fails to reimburse Owner for such costs within thirty (30) days after demand, Owner has the
right to offset these costs from any amount due Construction Manager under this Agreement. Owner
shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages
purchased or the insurance company /companies used. The decision of Owner to purchase such insurance
coverages shall in no way be construed to be a waiver of its rights under this Agreement. Construction
Manager, its subconsultants and Owner shall waive all rights against each other for damages covered by
insurance to the extent insurance proceeds are paid and received by Owner, except such rights as they
may have to the proceeds of such insurance held by any of them.
15.7 All insurance companies from whom Construction Manager obtains the insurance policies required
hereunder must meet the following minimum requirements:
15.7.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the
State of Florida to transact the appropriate insurance business in the State of Florida. The insurance
company must have an A.M. Best policyholder rating of either "A +, or "A ". The insurance company
have a current A.M. Best financial ratting of Class VI or higher.
m
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Racket Pg. 2679
S.i.a
16. INDEMNIFICATION, HOLD HARMLESS AND DEFENSES.
Construction Manager shall defend, indemnify and hold the County and the County's officers and o
employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's E
fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of m
Construction Manager or person employed or utilized by Construction Manager in accordance with y
Section 725.05, Florida Statute, except to the extent the liabilities, damages, losses and costs arise from 3
the negligence, recklessness or intentional wrongful misconduct of the County or any of its employees, L
agents, contractors or invitees (other than Construction :Manager). Insofar as the liabilities, damages, c
losses and costs, relate to events or circumstances that occur during the term of the Agreement, this I
provision will survive the expiration of the term of the Agreement or any earlier termination of the
Agreement. The monetary limitation of liability under this contract shall be not less than $1 million per o
occurrence pursuant to Section 725.06, Florida Statutes. The first ten dollars ($10.00) of remuneration is a
to be paid to the successful Respondent for the indemnification provided for the above. Q
17. CLEANUP AND PROTECTIONS.
17.1, 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 backcharge Construction Manager for the costs of such clean tip. 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, construction equipment
and machinery and surface materials, and shall leave the Project site clean and ready for occupancy
by Owner.
17.2. 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.
18. ASSIGNMENT.
15.1. 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.
19. PERMITS, LICENSES AND TAXES. B
19.1. 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 tl0
of Monroe 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 E
obtaining, or contrary to, such permits or licenses, Construction Manager shall bear all costs
arising therefrom. All costs incurred by Construction Manager with respect to performing its Q
W
Racket Pg. 2678
S.1.a
obligations under this Paragraph 19.1 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 frilly cooperate
o
with Construction Manager where necessary. Construction Manager shall pay all governmental
charges and inspection fees necessary for the prosecution of the Work,
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19.2. 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
c
program with respect to the Work, as set forth below in Paragraph 39.
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24. TERMINATION FOR DEFAULT.
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20.1. 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
Q
forth in this Article, if Construction Manager: (1) fails to begin the Work under the Contract
w
Documents within the time specified herein; or (2) fails to properly and timely perform the Work
as provided for in the Contract Documents; or (3) performs the Work unsuitably or neglects or
1J2
refuses to remove materials or to correct or replace such Work as may be rejected as unacceptable
o
or unsuitable; or (4) discontinues the prosecution of the Work contrary to the requirements of the
a
Contract; or (5) fails to resume Work which has been suspended within a reasonable time after
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being notified to do so; or (6) becomes insolvent or is declared bankrupt, or commits any act of
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bankruptcy; or (7) allows any final judgment to stand against it unsatisfied for more than ten (10)
v
days; or (8) makes an assignment for the benefit of creditors; or (9) fails to obey ally 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 t
Contract Documents; or for any basis provided in the Termination by the Owner for Cause in the 0
RFQ solicitation.
20,2. 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 a
determines that Construction Manager has not remedied and cured the default(s) or established a
mutually agreeable plan with the Owner to cure the default(s) within seven (7) calendar days
following receipt by Construction Manager of said written notice, then Owner, at its option, 0
without releasing or waiving its rights and remedies against Construction Manager's sureties and
without prejudice to any other right or remedy it 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 ca
take possession of all or any portion of the Work and any materials, tools, equipment, and o
appliances of Construction Manager, take assignments of any of Construction Manager's
subcontracts and purchase orders that Owner may designate, and complete all or any portion of y
Construction Manager's Work by whatever means, method or agency which Owner, in its sole 0
discretion, may choose. In making either the initial determination that Construction Manager is in d
default under this Contract or the subsequent determination that Construction Manager has failed E
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 W
satisfactorily cure its default.
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20.3. 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. Q
L 16,
Racket Pg. 2681
S.i.a
All monies expended and all of the costs, losses, damages and extra expenses, including all
management, administrative and other overhead and other direct and indirect expenses (including c
Design Professional and attorneys' fees) or damages incuiTed by Owner incident to such E
completion, shall be deducted from the unpaid balance of the Contract Amount, and if such m
expenditures exceed the unpaid balance of the Contract Amount, Construction Manager agrees to y
pay promptly to Owner on demand the full amount of such excess, including costs of collection, 3
attorney's fees (including appeals) and interest thereon at the maximum legal rate of interest until L
paid. If the unpaid balance of the Contract Amount exceeds all such costs, expenditures and c
damages incurred by Owner to complete the Work, Construction Manager shall not be entitled to ,'J
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 o
performance under this Contract being terminated. Any amounts to be paid to Owner by a
Construction Manager pursuant to this Paragraph 20.3 shall be certified by Design Professional, Q
upon application, and this obligation for payment shall survive termination of the Contract. w
20.4. 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 therefore 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.
24.5. 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 21.1 below.
21. TERMINATION FOR CONVENIENCE AND RIGHT OF SUSPENSION.
21.1. 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.
21.2. 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 tl
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 E
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. Q
41
Racket Pg. 2682
S.i.a
Provided, however, if the ordered suspension exceeds ninety (40) calendar days, Construction
Manager shall have the right to terminate the Contract with respect to that portion of the Work
c
which is subject to the ordered suspension.
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22. COMPLETION.
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22.1. 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
c
Professional issue a Certificate of Substantial Completion (or Certificate of Partial Substantial
W.
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
'o
time thereafter, Owner, Construction Manager and Design Professional shall make an inspection
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of the Work (or designated portion thereof) to determine the status of completion. If Owner and
Q
Design Professional do not consider the Work (or designated portion) substantially complete,
w
Design Professional shall notify Construction Manager in writing giving the reasons therefore. In
such case, Construction Manager shall pay the costs of all additional Substantial Completion
LL
inspections. If Owner and Design Professional consider the Work (or designated portion)
o
substantially complete, Design Professional shall prepare and deliver to Construction Manager a
Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall
a
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
v
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
0
Professional shall provide the final punch list to Construction Manager within seven calendar days
after Construction Manager has achieved Substantial Completion. Construction Manager
0
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
a
this Agreement involves Work on more than one building or structure, or involves a multi- phased
Project. a punch list shall be developed in accordance with the timelines set forth in this paragraph
2
for each building, structure, or phase of the Project. Owner shall have the right to exclude
c c
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.
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22.2. When Construction Manager believes it has fully performed all of the Worst, including all
o
punch list items, Construction Manager shall deliver to Owner a written affidavit from
0
Construction Manager certifying that all Work has been completed in accordance with the
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requirements of the Contract Documents. That written affidavit shall be delivered to Owner by
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Construction Manager at the same time it submits its final Application for Payment. After receipt
0
of such affidavit, the final Application for Payment and all other documents required for Project
E
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
tl0
Professional determine Construction Manager has completed the entire: Work, Design
a
Professional shall promptly issue a final Certificate for Payment, stating that, to the best of its
E
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)
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42
Racket Pg. 2683
S.i.a
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 c
payment have been satisfied. Neither the final payment nor the retainage shall become due and E
payable until Construction Manager submits: (1) the final Release and Affidavit in the form m
prescribed by Owner, (2) consent of surety to final payment, and (3) if required by Owner, other y
data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers 3
of liens, arising out of the Contract Documents, to the extent and in such form as may be designated L
by Owner. Owner reserves the right to inspect the Work and make an independent determination c
as to the Work's acceptability, even though Design Professional may have issued its ,'J
recommendations. Unless and until Owner is completely satisfied that all requirements of the
Contract Documents have been met, neither the final payment nor the retainage shall become due o
and payable. a
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23. WARRANTY. w
23.1. Construction :Manager shall obtain and assign to Owner all express warranties given to
Construction Manager by any subcontractor's or by any materialmen supplying materials, LL
equipment or fixtures to be incorporated into the Project. Constructions Manager expressly warrants o
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 a
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, 0
suppliers or processors except as otherwise provided for in the Contract Documents. Further, any t
special warranty to be provided will be in such form as is acceptable to Owner and shall not include 0
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 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 a
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 2
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 ca
nonconforming Work shall run for a period of one year (or such longer period of time as may o
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, y
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 (G) months and eleven E
(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 tl0
Construction Manager, improper or insufficient maintenance by Owner (unless such maintenance
was performed in accordance with the directions from Construction Manager), improper operation E
by Owner (unless such operations were performed in accordance with the directions from
Construction Manager ), or normal wear and tear under normal usage. Q
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24. TESTS AND INSPECTIONS. c
24.1. Owner, Design Professional, their respective representatives, agents and employees, and E
governmental agencies with jurisdiction aver the Project shall have access at all times to the Work, m
whether the Work is being performed on or off of the Project site, for their observation, inspection y
and testing. Construction Manager shall provide proper, safe conditions for such access.
Construction Manager shall provide Design Professional, Owner's Uniform Building Construction
Inspector or any other entity with responsibility for inspection of the work with timely prior written c
notice (at least 48 hours) of the readiness of the Work for all required inspections, tests or ,j
approvals.
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24.2. If the Contract Documents or any codes, laws, ordinances, rules or regulations of any public a
authority having jurisdiction over the Project requires any portion of the Work to be specifically Q
inspected, tested or approved, Construction Manager shall assume full responsibility therefore, w
pay all costs in connection therewith and furnish Design Professional the required certificates of 0
inspection, testing or approval. All inspections, tests or approvals shall be performed in a manner L2'
and by organizations acceptable to Owner and Design Professional. 0
24.3. 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 or
other applicable entity with responsibility for inspection of the work, such Work must, if requested
by Design Professional or inspection entity, be uncovered for observation. Such uncovering shall
be at Construction Manager's expense unless Construction Manager has given Design Professional
and the applicable inspection entity 48 hour's written notice of Construction Manager's intention
to cover the same and has requested written concurrence by Design Professional and the inspection
entity and Design Professional or the inspection entity 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 or the inspection entity, such Work must, if requested by Design Professional
or the inspection entity, be uncovered for Design Professional's or the inspection entities
observation and be replaced at Construction Manager 's sole expense.
24.4. Owner shall charge to Construction Manager and may deduct from any payments due
Construction Manager all engineering and Inspection expenses incurred by Owner in connection
with any overtime work unless such overtime work was expressly requested by Owner and
Construction Manager was on schedule. Such overtime work consists of any work during the
construction period beyond the regular eight (8) hour day and for any work performed on Saturday,
Sunday or holidays.
24, 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.
24,6. 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 E
Manager.
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S.i.a
24.7. Construction Manager shall only use a certified independent testing and balancing services
contractor to perform "Test and Balance" (T &B) services as they may be required for this project. c
The T &B contractor shall be completely independent of the Construction Manager's mechanical E
and ventilating subcontractor(s). Construction Manager shall be responsible for coordinating m
mechanical /ventilating (HVAC) work, including HVAC control systems and T &B work. y
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24.8. T &B Submittal Requirement: Completed T &B reports required by the Contract Documents L
shall be delivered by Construction Manager to Owner at Substantial Completion. c
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25. DEFECTIVE WORK.
25.1. Work not conforming to the requirements of the Contract Documents shall be deemed 'o
defective Work. If required by Owner or Design Professional, Construction Manager shall as a
directed, either correct all defective Work, whether or not fabricated, installed or completed, or, if Q
the defective Work has been rejected by Owner or Design Professional, remove it from the site w
and replace it with non- defective Work. Construction Manager shall bear all direct and indirect
costs of such correction or removal (including, but not limited to fees and charges of engineers, L2'
architects, attorneys and other professionals) made necessary thereby, and shall hold Owner and o
Design Professional harmless for same.
25.2. 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 Ow=ner 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.
25.3. 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 Proiect 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.
25.4. 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 and indirect costs attributable tl0
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 E
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 Q
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Racket Pg. 2686
S.i.a
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.
25.5. 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 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 and
indirect 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 and indirect 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.
26. SUPERVISION AND CONSTRUCTION MANAGER REPRESENTATIVE.
26.1. 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. Unless otherwise authorized in writing by the Owner, 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.
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26.2. 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 E
Manager shall provide no less than those personnel during the respective phases of construction
that are set forth in Exhibit E to the Agreement. Construction Manager shall not change any of Q
Racket Pg. 2687
S.i.a
those persons identified in Exhibit E unless mutually agreed to in writing by Owner and
Construction Manager. In such case, Owner shall have the right to approve the replacement o
personnel. E
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26.3. Construction Manager shall establish and maintain lines of authority for its personnel, and y
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, c
such attendance is optional and shall not diminish either the authority or responsibility of ,'
Construction Manager to administer the subcontracts.
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26.4. Construction Manager shall be responsible to Owner for the acts and omissions of its a
employees and agents and its subcontractors, their agents and employees, and all other persons Q
performing any of the Work or supplying materials under a contract to Construction Manager. w
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 LZ U
Work of all subcontractors, providing instructions to each when their portion of the Work does not o
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 m
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, v
Owner, in its discretion, shall have the right to determine the acceptability. y
26.5. Construction Manager shall not ernploy on this Project any person who has been convicted
of a felony or misderneanor -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. All
contractors, subcontractors and employees associated with work at the MCSO detention facility
are subject to the Level 2 background screening requirements and must comply with Florida law
regarding the required personnel background screening requirements, Florida Chapter 435.
27. PROTECTION OF WORK.
27.1. 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 Ioss 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.
27.2. Construction Manager shall ascertain what ternporary 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. @
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27.3. Construction Manager shall not permit any unsafe loading of any structure at the Project site, E
nor shall Construction Manager subject any part of the Work or adjacent property to any forces
that will endanger it. Q
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S.i.a
27.4. 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.
28. EMERGENCIES.
28.1. 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 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 iniury or property damage.
29. USE OF PREMISES.
29.1. At al l 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. 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.
29.2. Construction Manager acknowledges that Work will 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.
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29.3. 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 E
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 Q
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Racket Pg. 2689
S.i.a
impacts Construction Manager's cost or time of performance, Construction Manager shall be
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entitled to an equitable adjustment to the Contract Amount and the Contract Time, all in c
accordance with the other terms and conditions of the Contract Documents. E
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30. SAFETV. y
30.1. 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 Construction Manager's
responsibility to protect froze damage or loss all material and equipment to be incorporated into c
the Work which may be stored off the Project site. Construction Manager shall develop and c
implement, in accordance with the requirements of the Contract Documents, a safety plan for the 0
Work. 'o
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30.2. Construction Manager shall comply with all applicable codes, laws, ordinances, rules and Q
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 L2'
prosecution of the Work may affect there, and shall cooperate with them in the protection, removal, o
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 a
final acceptance of same by Owner has occurred. -�
30.3. 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. 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.
30.4. 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:
30.4.1 . All Owner facilities are smoke free. Smoking is strictly prohibited;
30.4.2. Construction Manager shall strictly limit its operations to the designated work areas and shall d
not permit any Employees to enter any other portions of Owner's property without Owner's E
expressed prior written consent;
30.43. All Employees are prohibited from distributing any papers or other materials upon Owner's tl0
property, and are strictly prohibited from using any of Owner's telephones or other office
equipment; E
30.4.4. 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 Q
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Racket Pg. 2690
S.1.a
facility regulations issued by Owner's officials onsite, as said regulations may be changed from
time to time; and
30.4.5, 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. PROJECT MEETINGS.
31.1. 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.
32. MATERIAL SAFETY DATA SHEET.
32.1. If any chemicals, materials, or products containing toxic substances. as defined by Florida
Statutes 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.
33. AUDITING RIGHTS.
33.1, Construction Manager shall keep all records and supporting documentation which concern or
relate to the Work hereunder in accordance with Florida law and regulations 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
subcontractors to likewise retain all of their Project records and supporting documentation. Owner,
and any duly authorized agents or representatives of Omer, shall be provided access to an 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 an 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. This
access, inspection, copying and auditing rights shall survive the termination of this Contract.
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33.2. If at any time, Owner conducts such an audit of Construction Manager's records and B
documentation and finds that Construction Manager overcharged Owner, Construction Manager d
shall pay to Owner the Overcharged Amount which is defined as the total aggregate overcharged E
amount together with interest thereon (such interest to be established at the rate of 6% annum). If
the Overcharged Amount is equal to or greater than $10,000.00, Construction Manager shall pay W
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 E
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 Q
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Racket Pg. 2691
S.i.a
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 c
hereby acknowledges and agrees that it shall pay such remaining amounts to Owner within seven E
(7) business days of its receipt of Owner's invoice for such remaining amounts. In no event shall m
the Overcharged Amount or the Audit Amount be deemed a reimbursable Cost of the Work. y
33.3. This Article 33, including all access, inspection, copying, auditing, reimbursement and
repayment rights shall survive the termination of this Contract. L
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34. COMPLIANCE WITH LAWS.
34.1. Construction Manager agrees to comply, at its own expense, with all federal, state and local 0
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laws, codes, statutes, ordinances, rules, administrative orders, regulations and requirements 'o
applicable to the Project, including but not limited to those dealing with safety (including, but not a
limited to, the Trench Safety Act, Chapter 553, Florida Statutes). If Construction Manager Q
observes that the Contract Documents are at variance therewith, it shall promptly notify Owner w
and Design Professional in writing. Z
34.2. Public Records Compliance. Construction Manager must comply with Florida public records o
laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the
Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, a
and inspection of, all documents, records, papers, letters or other "public record" materials in its =
possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made
or received by the County and Construction Manager in conjunction with this contract and related
to contract performance. The County shall have the right to unilaterally cancel this contract upon
violation of this provision by the Construction Manager. Failure of the Construction Manager to
abide by the terms of this provision shall be deemed a material breach of this contract and the 0
County may enforce the terms of this provision in the form of a court proceeding and shall, as a
prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that
proceeding. This provision shall survive any termination or expiration of the contract.
The Construction Manager is encouraged to consult with its advisors about Florida Public Records a
Law in order to comply with this provision.
Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Construction Manager 2
is required to: 0
(1) Deep and maintain public records that would be required by the County to perform the
service.
(2) Upon receipt from the County's custodian of records, provide the County with a copy of the ca
requested records or allow the records to be inspected or copied within a reasonable time at a cost o
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 d
transfer the records to the County. 0
(4) Upon completion of the contract, transfer, at no cost, to the County all public records in E
possession of the Construction Manager or keep and maintain public records that would be @
required by the County to perform the service. If the Construction Manager transfers all public
records to the County upon completion of the contract, the Construction Manager shall destroy E
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 Q
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S.i.a
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 County, upon o
request from the County's custodian of records, in a format that is compatible with the information E
technology systems of the County. m
(5) A request to inspect or copy public records relating to a County contract must be made y
directly to the County, but if the County does not possess the requested records, the County shall 3
immediately notify the Construction Manager of the request, and the Contractor must provide the L
records to the County or allow the records to be inspected or copied within a reasonable time. c
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If the Construction Manager does not comply with the County's request for records. the County shall
enforce the public records contract provisions in accordance with the contract, notwithstanding the 'o
County's option and right to unilaterally cancel this contract upon violation of this provision by the a
Construction Manager. A Contractor who fails to provide the public records to the County or pursuant Q
to a valid public records request within a reasonable time may be subject to penalties under Section >
119.10. Florida Statutes.
The Construction Manager shall not transfer custody, release, alter, destroy or otherwise dispose of any
public records unless or otherwise provided in this provision or as otherwise provided by law,
IF THE CONSTRUCTION MANAGER HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119. FLORIDA STATUTES, TO THE CONSTRUCTION MANAGER'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS, BRIAN BRADI_,EY AT PHONE# 305 -292 -3470 BRADLEY -
BRIAN@MONROECOUNTY- FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH
Street, SUITE 408, KEY WEST, FL 33040.
35, SUBCONTRACTS.
35.1. 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 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.
35.2. 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 y
shall be solely responsible for and have control over the subcontractors. Construction Manager o
shall negotiate all Change Orders, Construction Change Directives, 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. tl 0
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35.3. Construction Manager shall not enter into a subcontract with any subcontractor, if Owner E
reasonably objects to that subcontractor. Construction Manager shall not be required to contract
with anyone it reasonably objects to. At the time Construction Manager submits the GMP Q
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S.i.a
Amendment, Construction Manager shall also submit to Owner a complete list of the names, 07
addresses, licensing information and phone numbers of all subcontractors Construction Manager c
intends to use for each portion of the Work. The list of subcontractors cannot be modified,
changed, or amended without prior written approval from Owner, whose approval shall not be m
unreasonably withheld. Construction Manager shall continuously update that subcontractor list, so y
that it remains current and accurate throughout the entire performance of the Work. 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 S
perfonning any portion of the Work, as well as maintain a log of all such licenses. All subcontracts c
between Construction Manager and its subcontractors shall be in writing and are subject to 0
Owner's approval. Further, all subcontracts shall (I ) require each subcontractor to be bound to 'o
Construction Manager to the same extent Construction Manager is bound to Owner by the terms a
of the Contract Documents, as those terms may apply to the portion of the Work to be performed Q
by the subcontractor, (2) provide for the assignment of the subcontracts from Construction w
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 LL
Owner will be an additional insured on all insurance policies required to be provided by the S
subcontractor except workman's compensation, (5) assign all warranties directly to Owner, (6) a
identify Owner as an intended third -party beneficiary of the subcontract, and (7) incorporate a
Exhibit C into all of its subcontracts. Construction Manager shall make available to each proposed ma
subcontractor, prior to the execution of the subcontract copies of the Contract Documents to which S
the subcontractor will be bound by this Paragraph 35.3 and identify to the subcontractor any terms 00
and conditions of the proposed subcontract which may be at variance with the Contract 0
Documents. Each subcontractor shall similarly make copies of such documents available to its
sub - subcontractors.
35.4. 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.
35.5. Unless otherwise expressly agreed to by Owner in writing, all subcontracts shall provide:
35.5.1. 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 d
negligence, shall be an extension of its contract time. In the event of a change in the work, the E
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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35.5.2. The subcontract shall require the subcontractor expressly agree that the foregoing subsection E
35.5.1 constitutes its sole and exclusive remedies for delays and changes in the Work and thus
eliminates any other remedies or claim for increase in the subcontract price, damages, losses or Q
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S.i.a
additional compensation. Further, Construction Manager shall incorporate terms of the above
paragraph in all of its subcontracts and require all subcontractors to similarly incorporate such c
terms into their sub - subcontracts. E
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35.5.3. Each subcontract shall require that any claims by subcontractor for delay or additional cost y
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. o
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35.5.4. When Construction Manager submits its GMP proposal to Owner, Construction Manager also 0
shall identify in writing those portions of the Work it intends to perform with its own employees. 'o
Any and all work to be self-performed by Construction Manager, or any entity related to the a
Construction Manager via ownership, management, or control, must be approved in writing by Q
Owner in its sole discretion prior to commencement of such work. The Construction Manager w
shall provide the Owner with a list of all businesses in which the Construction Manager's
owners have any ownership interest if the business is engaged in the construction industry, LL
including demolition and the supply of materials for construction, and the Construction o
Manager intends to solicit bids for any work on the Project from the business. The Construction
Manager shall provide said list to the Owner prior to prequalifying bidders for the work. The a
Owner shall determine whether ally business listed may submit a bid or perform any work on -�
the Project. _
36. MARKET ANALYSIS AND SOLICITATION OF BIDS.
36.1. 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 Monroe County,
36.1.1. 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.
36.1.2. As various bid packages are prepared for bidding, Construction Manager shall submit to ='
Owner and Design Professional in a manner suitable to Owner a list of potential bidders for tl0
their review and approval. Construction Manager shall be responsible for promoting and
encouraging bid competition.
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36.1.3. Construction Manager shall carry out an active program of stimulating interest of qualified Q
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subcontractors in bidding on the Work and of familiarizing those bidders with the requirements
of this Project. As part of his program, Construction Manager shall conduct an information c
meeting for prospective subcontractors in conjunction with the Owner, not less than thirty (30)
days prior to the solicitation of bids, m
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36.2 Construction Manager shall prepare invitations for bids and all other appropriate bid documents for all
procurement of long lead items, tr)aterials and services, for subcontractor contracts and for site utilities.
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36.3 As part of its bid preparation, Construction Manager shall review the specifications and drawings —°�
prepared by Design Professional. Ambiguities, conflicts or lack of clarity of language, use of illegally 'o
restrictive requirements, and any other defects in the specifications or in the drawings noted by a
Construction Manager shall be brought to the attention of Owner and Design Professional in written Q
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36.4 Construction Manager may award a subcontract to someone other than the lowest responsive and
responsible bidder provided Construction Manager has first received Owner's express written consent
to such award. Owner's consent to any such award will be at Owner's sole discretion, Whenever
Construction Manager wishes to award a subcontract to someone who is not the lowest responsive and
responsible bidder, Construction Manager must notify Owner in writing, setting out in detail the reasons
and j ustificati ons for the suggested award.
37. SECURING AGREEMENT.
37.1. 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. 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.
38. CHANGED CONDITIONS.
38.1. Notwithstanding anything in the Contract Documents to the contrary, if conditions are 2
encountered at the Project site which are (1) subsurface or otherwise concealed physical conditions =
which differ materially from those indicated in the Contract Documents or (ii) unknown physical o
conditions of an unusual nature, which differ materially from those ordinarily found to exist and L
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 3
Manager as part of its scope of site investigative services required pursuant to the terms of the d
Contract Documents, then Construction Manager shall provide Owner with prompt written notice 0
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 a
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 Q
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S.i.a
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
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terms of the Contract is Owner shall so notify Construction Manager in writing, stating
its reasons. Claims by Construction Manager in opposition to such determination by Owner must
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be made within seven (7) calendar days after Construction Manager's receipt of Owner's written
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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.
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39. OWNER DIRECT PURCHASE.
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39.1. Notwithstanding anything herein to the contrary, because Owner is exempt from sales tax and
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wishes to generate sales tax savings for the Project, Owner reserves the right to make direct
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purchases of various construction materials and equipment included in the Work. Construction
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Manager represents and warrants that it will use its best efforts to cooperate with Owner in
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implementing this sales tax savings program in order to maximize cost savings for the Project.
'E5
Unless directed otherwise in writing by Owner, Construction Manager shall prepare requisitions
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to vendors selected by Construction Manager for all purchases of materials and equipment
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exceeding seventy -five thousand dollars ($75,000.00), for execution by Owner, on forms provided
by Owner. Construction Manager shall allow two weeks for execution of all such purchase orders
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by Owner, except that Owner is under no obligation to execute purchase orders unless and until
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Construction Manager has processed deductive Change Orders in amounts equal to or exceeding
5
the cumulative total of purchases executed or requested. Prior to its first application for payment
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and processing of any requisitions by Owner, Construction Manager will process one (1) deductive
Change Order under the Agreement for the entire estimated amount of Owner Direct Purchases,
inclusive of sales taxes. Should at any time the cumulative amount of requisitions requested by 0
Construction Manager exceed the amount of deductive Change Orders previously processed, an
additional deductive Change Order shall be required prior to the processing of additional
requisitions. Prior to the final payment, a final reconciliation of the Owner Direct Purchases will
be performed and such deductive Change Order will be prepared for the Owner's review and a
approval.
39.2. With respect to all direct purchases by Owner, Construction Manager shall remain responsible
for coordinating, inspecting, accepting delivery, storing, installing, warranting and
quality control for all direct purchases as to the extent allowed and required by section 212.08(6),
Florida Statues and 12A -1.094 Florida Administrative Code. Notwithstanding anything herein to
the contrary, Construction Manager expressly acknowledges and agrees that any materials or
equipment directly purchased by Owner pursuant this section shall be included within and covered
to the same extent as all other warranties provided by Construction Manager pursuant to the terms
of the Contract Documents. Owner shall assign to Construction Manager any and all warranties
and rights Owner may have from any manufacturer or supplier of any such direct purchases by
Owner as to the extent allowed by the Florida Statues.
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END OF GENERAL TERMS AND CONDITIONS
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EXHIBIT B
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SUPPLEMENTAL TERMS AND CONDITIONS E
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1. Construction Schedule: Construction Manager shall prepare and submit to Owner and Design y
Professional, for their review and approval, a Construction Schedule. The approved Construction
Schedule shall be attached to the GMP Amendment. The Construction Schedule shall be integrated
into the Master Project Schedule and as subsequently updated. c
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2. Following development and approval of the Construction Schedule as aforesaid, Construction 0
Manager shall, at the end of each calendar month occurring thereafter during the period required to 0
finally complete the Project, or at such earlier intervals as circumstances may require, update and/or a
revise the Construction Schedule which shall be submitted to Owner in duplicate. No additional Q
compensation will be due Construction Manager for making such updates. Failure of Construction w
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 LL
cause exists to terminate the Contract or to withhold payment to Construction Manager until a o
schedule or schedule update acceptable to Owner is submitted.
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 Construction Schedule shall include the occupancy schedule
items listed herein.
4. Schedule Format: 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. Further, the Construction Schedule shall incorporate and be
based upon the Project milestone dates agreed to between Owner, Design Professional and
Construction Manager.
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.
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.
7. Schedule Update Requirements: Construction Manager shall update the schedules monthly to show m
actual, current progress. The updates shall include:
a. Dates of activities actual starts and completions.
b. Percent of Work remaining for activities started but not completed as of the update date.
c. At Owner's request, a bar chart comparison of the updated schedule to the initial schedule. 2
This diagram shall show actual and planned performance dates for all completed activities. Q
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d. All update information shall be an accurate representation of the actual Work progress.
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8. Recovery Schedule: If the initial schedule or any current updates fail to reflect the Work's actual plan
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or method of operation, or a contractual milestone date is more than fifteen (15) days behind, Owner
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may require that a recovery schedule for completion of the remaining Work be submitted. The
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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
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requirements as the original Construction Schedule. The narrative submitted with the Recovery
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Schedule should describe in detail all changes that have been made to meet the Contract milestone
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dates.
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9. Overtime: If the corrective actions contained in the revised Project Schedule require Construction
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Manager, or its subcontractors, to work overtime, Owner will not be liable for any resulting claims
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for damages, delays, extras, accelerations, compaction, disruption, lost productivity, Iost efficiency,
overtime, supervision, additional labor or overhead expenses. Nothing contained in the Contract
LL
Documents will be construed to require Owner to make any payments for the cost of any overtime
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necessarily incurred or paid by Construction Manager in order to fulfill its obligation to complete the
Work in accordance with the Project Schedule or within such other time limits as may be set forth in
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the Contract Documents.
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10, Change Orders: When a Change Order is proposed, Construction Manager must identify all logic
changes as a result of the Change Order. Construction Manager shall include, as part of each Change
Order proposal, a sketch snowing all schedule logic revisions, duration changes, and the relationships
to other activities in the approved Construction Schedule. Upon acceptance of the sketch,
Construction Manager will revise the Construction Schedule or current update. The logic changes
required by the Change Order will be considered incidental to Construction Manager's work. No
separate payment will be made.
11. Subcontractor Change Order Pricing: Right to Verify Change Order Pricing Information.
Construction Manager agrees that the Owner's Project Representative will have the right to examine
the Construction Managers records to verify the accuracy and appropriateness of the pricing data
used to price Change Order Proposal Requests. Even after a Change Order Proposal Request has
been approved, Construction Manager agrees that if the Owner or Owner's Project Representative
later determines the cost and pricing data submitted was inaccurate, incomplete, not current or not ill
compliance with the terms of the Agreement regarding pricing of Change Orders; then an appropriate
contract price reduction will be made.
12. In the event that the total of Cost of the Work, including the Construction Manager's Fee, is less than 5
the GMP after giving effect to adjustments for changes in the Work, then the difference between the d
Cost of the Work, including Construction Manager's Fee and the GMP is defined herein as "Buyout E
Savings ". All Buyout Savings shall accrue to the Owner. The tracking and reporting of Buyout
Savings to the Owner's Project Representative is the responsibility of the Construction Manager. tl0
After the GMP has been "bought out ", the Construction Manager is required to provide in writing,
and in a format deemed suitable by the Owner, a reconciliation of the referenced savings by E
individual trade or subcontractor contract. The Owner's Project Representative shall review and
approve the Buyout Savings reported, and the Construction Manager shall be required to modify the Q
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S.i.a
Schedule of Values to include a "Buyout Savings" line item. Prior to the use of Buyout Savings, the a)
Construction Manager must submit a request, signed by the Architect, to the Owner's Project c
Representative for approval. All remaining Buyout Savings remaining upon completion of the project E
shall be returned to the Owner as Project Savings and shall exclude the Construction Manager's Fee m
applied at time of GMP. y
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13. EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVEATIVE ACTION. The L
Construction Manager shall comply with applicable laws, regulations and special requirements of the c
Contract Documents regarding equal employment opportunity and affirmative action programs. c
14. PUBLIC ENTITIES CRIMES ACT. The Construction Manager is directed to the Florida Public 'o
Entity Crimes Act, Section 287.133, Florida Statutes, and the Owner's requirement that the a
Construction Manager comply with it in all respects prior to and during the term of the Agreement. Q
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EXHIBIT C
INSURANCE REQUIREMENTS
The Monroe County Board of County Commissioners, its employees and officials will be included as
"Additional Insured" on all policies, except for Workers' Compensation. In addition, the County will be
named as an Additional Insured and Loss Payee on all policies covering County -owned property.
Worker's Compensation
Employers Liability
Statutory Policy Limits
$1,000,000 Bodily Injury by Accident
$1,000,000 Bodily Injury by Disease
$1,000,000 Bodily Injury by Disease, each
employee
General Liability, including
Premises Operations
Products and Completed Operations
Blanket Contractual Liability
Personal Injury Liability
Business Automobile Liability
(Owned, non - owned, hired vehicles)
Professional Liability
$4,000,000 Combined Single Limit
$1,000,000 Combined Single Limit
$2,000,000 per Occurrence
$2,000,000 Aggregate
Builder's Risk. Required Limits equal to the full replacement value of the completed structures
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S.i.a
Master 1 eet Schedule
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fit
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S.i.a
LXHIBI1 E
Construction malla"er Staf illo Schedule.
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