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#12/13/2017 Agreement� � covgr� 6 JY pUip O � Kevin Madok, cPA Clerk of the Circuit Court & Comptroller — Monroe County, Florida DATE: January 29, 2018 TO: Raymond Sanders, Project Manager Project Management VIA: Tammy Sweeting Executive Assistant FROM: Pamela G. Hanco k, .C. SUBJECT: December 13th BOCC Meeting Enclosed is a copy of Item S1, Contract with Biltmore Construction Company, Inc., for Construction Manager at Risk services for the Plantation Key Judicial Courthouse and Detention Facility, for your handling. Should you have any questions, please feel free to contact me at extension 3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 305 -294 -4641 305 - 289 -6027 305- 852 -7145 PK/ROTH BUILDING 50 High Point Road Plantation Key, Florida 33070 305 - 852 -7145 CONSTRUCTION MANAGEMENT AT RISK CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND BILTMORE CONSTRUCTION CO., INC. FOR PLANTATION KEY JUDICIAL COURTHOUSE AND DETENTION FACILITY DATE: December 13, 2017 ORIGINAL DOCUMENT BILTMORE CONSTRUCTION CO,, INC. i J I TABLE OF CONTENTS Section 1 Contract Documents Section 2 Scope of Work Section 3 Relationship of Parties Section 4 Contract Amount Section 5 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 ORIGINA DOCUMENT BILTMORE CONSTRUCTION CO., INC. 2 EXHIBITS Exhibit A: Exhibit B: Exhibit C: Exhibit D: Exhibit E: General Terms and Conditions Supplemental Terms and Conditions Insurance Requirements Master Project Schedule Construction Manager's Staffing Schedule ORIGINAL DOCUMENT BILTMORE CONSTRUCTION CO., INC. 3 CONSTRUCTION MANAGEMENT AT RISK AGREEMENT The Board of County Commissioners of Monroe County, Florida, apolitical subdivision of the State of Florida ( "County" or "Owner "), hereby contracts with Biltmore Construction Co., Inc. ( "Construction Manager" or ` Biltmore Construction "), a Florida corporation, to perform all construction management work in connection with development of the Plantation Key Judicial Courthouse and Detention Facility ( "Project "), being set forth in the designs, plans and specifications being prepared by Currie Sowards Aquila Architects of Delray Beach, FL ( "CSA "), Architect and/or Engineer of Record ( "Design Professional" or "CSA"), including related construction (all collectively "Work "). Owner and Construction Manager, for the consideration herein set forth, agree as follows: Section 1. Contract Documents. A. The Contract Documents consist of this Agreement, 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 fin 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 and 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) Construction Phase — Administration of the Contract Services. At the discretion of Owner, those two phases and other phases and ancillary work may overlap. A. PRE- CONSTRUCTION PHASE. Construction Manager shall review and comment upon the 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 MGM L DOCUMENT BILTMORE CONSTRUCTION CO., INC. 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 in the Design Professional Services Agreements between Designers and Owner ( "Design Agreements "), Construction Manager shall provide Owner with detailed construction cost estimates with respect to those documents. Construction Manager agrees to attend all design and preconstruction conferences and to otherwise assist and cooperate with Designers with respect to the design of the Project. Construction Manager shall provide all other services during the Pre - Construction Phase of the Project as set forth in the Contract Documents. B. 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 program and Project budget requirements. The Construction Manager shall jointly participate with the Owner and Designers in formation of the final Project design. It is the Construction Manager's responsibility to assure that all parties coordinate efforts and revise the program to remain within the 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 perform 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 Proj ect 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 and Design Professional and Designers regarding the phased construction of the Work, if such phased construction is appropriate for the Project, taking into consideration such factors as economies, time of performance, availability of labor and materials, and provisions for temporary facilities. The first phase of construction shall begin after construction documents are sufficiently complete for all phase of work. F. PRECONSTRUCTION COST ESTIMATES. The Design Professional and Designers are required ORIGNAL DOCUMENT BIL.TMORE CONSTRUCTION CO., INC. 5 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 with design documents and provide the Owner, Design Professional and Designers with a report detailing construction issues and concerns relating to the design, with detail appropriate to the phase of design. Without limitation of the foregoing, each construction report shall: a. include an estimate of overall construction cost, including Construction Manager's contingency not to exceed the amount specified for each phase of design, including a comparison of the estimate to the Owner's budget for construction; b. identify conceptual decisions necessary to prepare accurate cost reports with the fewest assumptions, qualifications, end exclusions; c. include an analysis and evaluation of jobsite management, site logistics, and schedule considerations; d. include an analysis and evaluation of the constructability of the design concepts, narratives, or drawings; 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 Work, design details affecting construction including, without limitation, unusual or custom materials, value analysis, identification of long -lead materials affecting the construction schedule, availability of labor, and other factors affecting construction, and, in the report 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 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. 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 6 %. 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. I. If any estimate of overall construction costs or schedule within any construction report submitted to the Owner exceeds a previously approved budget or schedule, the Construction Manager shall make appropriate recommendations to the Owner and Design Professional. ORG DOCUMENT 6 BILTi ORE CONISTPUCTION CO., INC. 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 Designers for their information a list of possible subcontractors, including suppliers who are to furnish materials or equipment fabricated to a special design, from whom proposals will be requested for each principal portion of the Work: The Design Professional and Designers will promptly reply in writing to the Construction Manager if the Design Professional, Designers or Owner know of any objection to such subcontractor or supplier. The receipt of such list shall not require the Owner, Design Professional or Designers to investigate the qualifications of proposed subcontractors or 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. K. LONG -LEAD TIME ITEMS. The Construction Manager shall recommend to the Owner and Design Professional a schedule for procurement of long -lead time which will constitute part of the Work as 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 Owner'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 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 selected by the Construction Manager for each portion of the Work outlined in the Construction Documents and subject to the review and approval of the Design Professional, Designers, and Owner. The Construction. Manager shall attempt to provide at least three bids for every trade. When three bids cannot be provided, the Construction Manager shall provide 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 the process. The Construction Manager shall schedule pre -bid meetings with each subcontractor to review the scope of work in detail prior to submitting bids. Following the 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 ORIGINM DOCUMENT BILT ORE CONSTRUCTION CO., INC. 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. S. CONSTRUCTION PHASE — ADMINISTRATION OF CONTRACT SERVICES. After the 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 Owner in writing), and the Owner and the Construction Manager have agreed in writing upon the GMP to be paid to the Construction Manager and the Contract Time for the Work (or designated O aGI W DOCUMENT 8 1ILTMORE CONSTRUCTION CO., IM 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 services of every kind and type necessary to diligently, timely and fully perform and complete in a good and workmanlike manner the construction of the Work (or designated portions thereof) in accordance with all of the terms and conditions of the Contract Documents. Notwithstanding anything herein to the contrary, as and to the extent expressly directed and authorized by the Owner in writing, the Construction Manager shall commence to construct those portions of the Work designated by the Owner even though the GMP and /or Contract Time for the entire Work has not yet been agreed to by the parties, so long as they have agreed in writing upon the compensation to be paid to the Construction Manager and the performance time for such portion of the Work. Section 3. Relationship of Parties. 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 with the Design Professional in furthering the interests of the Owner. The Construction Manager 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, consent, 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 and construction of the Project. In the event Owner does utilize the services of a Program Manager with respect to this Project, Owner shall notify. Construction Manager in writing of such decision and the Program Manager shall be deemed to be an Owner designee as referenced in Paragraph B above. Further, to the extent Construction Manager is required to name Owner as an additional insured under any insurance policy to be maintained by Construction Manager pursuant to the terms of the Contract Documents, Construction Manager shall cause the Program Manager to also be named as an additional insured party under all such policies. If so designated for this Project, Program Manager shall be Owner's representative with respect to the Project, with authority to transmit instructions, receive information, and interpret and define Owner's policies and decisions with respect to the ORIGNabill DOCUMENT 9 BILTI ORE CONSTRUCTION CO., INC. 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 Construction Manager that would have the effect, or be interpreted to have the effect, of amending or modifying the terms or conditions of the Contract Documents or modifying or amending in any way whatever the: (1) scope or quality of Work to be performed and provided by Construction Manager as set forth in the Contract Document; (2) the time within which Construction Manager is obligated to complete the Work; or (3) the amount of compensation Owner is obligated or committed to pay Construction Manager as set forth in the Contract Documents. Section 4. Contract Amount. A. In consideration of the full and faithful performance by Construction Manager of the covenants in this Contract, Owner agrees to pay, or cause to be paid, to Construction Manager the following amounts (herein "Contract Amount "), in accordance with the terms of this Contract: 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 ($150,000.00) as the total lump sum 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. Construction Phase With respect to the Construction Phase Services to be provided by Construction Manager hereunder, Owner shall reimburse Construction Manager for the Cost of the Work (as that.term is defined hereafter), and pay Construction Manager a Construction 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 Manager's total profit for Construction Phase Services. Construction Manager agrees to 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 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 Construction Manager as required hereunder. Further, the proposal shall be broken down into the categories and level of detail required by Owner. Construction Manager agrees that all of its books, records and files, with respect to its development of the GMP proposal, shall be open to Owner for review and copying. The final GMP shall be mutually agreed upon by Owner and Construction Manager and shall be set forth in the GMP Amendment. 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 MGM DOCUMENT 10 BUMORLE CONSTRUCTION CO., IM 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 submission of the Final Pay Application, the Construction Manager will provide to the Owner or its representative a reconciliation of the final job cost detail for the project to the final Schedule of Values by line item. Construction Manager guarantees that in no event shall the Construction Management Fee and the total Cost of the Work exceed the GMP, as the GMP may be adjusted pursuant to the terms herein for Change Orders and Construction Change Directives. In the event Construction Manager and Owner fail to reach an agreement on the GMP, Owner may elect to terminate this Contract. In the event of any such termination, Construction Manager shall be entitled to receive that portion of the Contract Amount attributable to the Pre - Construction Phase Services earned through the date of termination plus that portion of any earned compensation associated with any Construction Phase Services provided, to the extent such services were expressly approved in advance and in writing by Owner; but Construction Manager shall not be entitled to any further or additional compensation from Owner, including but not limited to damages or lost profits on portions of the Work not performed. Section 5. Cost of the Work. A. Costs to be Reimbursed The term Cost of the Work shall mean all costs necessarily and reasonably incurred by Construction Manager in the proper performance of the Construction Phase Services portion of the Work. Such costs shall be at rates not higher than the standard paid at the place of the Project except with the prior written consent of Owner only after Construction Manager has provided sufficient support in writing that exceptional circumstances exist, which justify the payment of rates higher than the standard. The Cost of the Work shall include only those items set forth below in this subsection: a. 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, 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 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 engaged at factories, workshops or on the road in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work and only with Owner's written agreement. e. Actual rates for wages or salaries shall be determined and agreed to at the time the GMP is established. Items that will not be reimbursed through the labor burden include training, bonuses and administration costs. f. Subcontract Costs. Payments made by Construction Manager to subcontractors in accordance with the requirements of the applicable written subcontracts. g. Cost of Materials and Equipment Incorporated into the Completed Construction. h. Costs, including transportation, IT equipment/hardware, project specific software,. of 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 BUILTMORE CONSTRUCTION CO., INIC. reasonable allowance for waste and for spoilage. j. Unused excess materials, if any, shall be handed over to Owner at the completion of the Work or, at Owner's option, shall be sold by Construction Manager; amounts realized, if any, from such sales, shall be credited to Owner as a deduction from the Costs of the Work. k. Costs of other materials and equipment, temporary facilities and related items. 1. Costs, including transportation, installation, maintenance, dismantling and removal, of Materials, supplies, temporary facilities (including project field offices, furniture and fixtures), temporary utilities, machinery, equipment, and hand tools not customarily owned by the construction workers, which are provided by Construction Manager at the Project site and fully consumed in the performance of the Work; and costs less salvage value on such items if not fully consumed, whether sold to others or retained by Construction Manager. m. Rental charges, at standard industry rates for the area, for temporary facilities, machinery, equipment, and hand tools not customarily owned by the construction workers, which are provided by Construction Manager at the Project site, whether rented from Construction Manager or others, and costs of transportation, installation, minor repairs and replacements, dismantling and removal thereof. Rates and quantities of all equipment rented, whether from Construction Manager or others, shall be subject to Owner's prior written approval. n. Cost of removal and proper disposal of debris from the Project site. o. 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. p. That portion of the reasonable travel and subsistence expenses of Construction Manager's personnel assigned to the Project site, incurred while traveling outside of the Monroe County area in discharge of duties connected with the Work, provided all of such expenses and charges shall be subject to the prior written approval of Owner. Any expenses not approved by the Owner prior to the travel will not be compensated. q. That portion of any separate premiums for (i) bonds directly attributable to this Contract and (ii) any additional insurance coverages which are purchased by Construction Manager, with Owner's prior written approval, beyond the level of coverage specified herein. Any self - insured coverages must be disclosed and all methods of determining costs to the Owner shall also be disclosed. r. Sales, use or similar taxes imposed by a governmental authority which are related to the Work and for which Construction Manager is liable. s. Fees and assessments for the building permit and for other permits, licenses and inspections for which Construction Manager is required by the Contract Documents to pay. t. Fees of testing laboratories for tests required by the Contract Documents, except those related to defective or nonconforming Work for which reimbursement is excluded pursuant to the terms of this Contract. u. Royalties and license fees paid for the use of a particular design, process or product required by the Contract Documents. v. Deposits lost for causes other than Construction Manager's fault or negligence. w. Legal, mediation and arbitration costs, other than those arising from disputes between Owner and Construction Manager, reasonably incurred by Construction Manager in performance of the Work and with Owner's prior written consent, said consent to be given or denied in Owner's sole discretion. x. 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 BILTI OIRE IONSTRUCTIO e9 CO., INC. shall be reimbursed in accordance with Exhibit A, Section 12. y. Other Costs. Other costs incurred in the proper performance of the Work in accordance with the Construction Documents if and to the extent approved in advance in writing by Owner. B. Costs Not To Be Reimbursed The Cost of the Work shall not include the following items: a. Salaries and other compensation of Construction Manager's personnel stationed at Construction' Manager's principal office or offices other than the Project site office, except as otherwise provided in subsection A above. b. 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. d. Construction Manager's capital expenses, including interest on Construction Manager's capital employed for the Work. e. Rental costs of machinery and equipment, except as specifically provided in subsection A above. f. Costs due to the fault or negligence of Construction Manager, subcontractors, anyone directly or indirectly employed by any of them, or for whose acts any of them may be liable, including, but not limited to, costs for the correction of damaged, defective, or nonconforming Work, disposal and replacement of materials and equipment incorrectly ordered or supplied, and making good damage to property not forming part of the Work. 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 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 but not limited to: general /accounting software, email, licenses, operating systems, IT 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. MR RKI DOCUMENT 13 BILUMORE CO'NISTRUCTION CO., INC. Section 6. Bonds. A. Within ten (10) business days of acceptance of the GMP Proposal by Owner and Construction Manager (unless a later submittal is expressly approved in writing by Owner), Construction Manager shall provide Owner with Performance and Payment Bonds in the amount of 100% of the total sum of the Owner's Construction Budget for the Work, the costs of which are to be paid by Construction Manager. The Performance and Payment Bonds must comply with the following provisions and must be otherwise acceptable to Owner: a. The Bonds must be underwritten by a surety company which has a currently valid Certificate of Authority issued by the State of Florida, Department of Insurance, authorizing it to write surety bonds in the State of Florida. 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 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 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 itself to any loss on any one risk in an amount exceeding ten (10) percent of its surplus to policyholders, provided: (1) Any risk or portion of any risk being reinsured shall be deducted in determining the limitation of the risk as prescribed in this section. These minimum requirements shall apply to the reinsuring carrier providing authorization or approval by the State of Florida, Department of Insurance to do business in this state have been met. (2) In the case of a surety insurance company, in addition to the deduction for reinsurance, the amount assumed by any co- surety, the value of any surety deposited, pledged or held subject to the consent of the surety and for the protection of the surety shall be deducted. C. If the surety for any bond furnished by Construction Manager is declared bankrupt, becomes insolvent, its right to do business is terminated in the State of Florida, or it ceases to meet the requirements imposed by the Contract Documents, Construction Manager shall, within five (5) BUMORE CONURUCTION CO., INC. calendar days thereafter, substitute another bond and surety, both of which shall be subject to the minimum requirements noted above and Owner's approval. D. In accordance with the requirements of Section 255.05(1)(a), Florida Statutes, Construction Manager shall record within five (5) days in the Public Records of Monroe County, Florida, a copy of the Performance and Payment Bonds. Construction Manager shall deliver within ten (10) days to Owner evidence, reasonably acceptable to Owner, of the recording of said Bonds. The delivery of such evidence is a condition precedent to Owner's obligation to make any progress payments to Construction Manager hereunder. E. Upon establishment of the GMP, the dollar amount of coverage provided by the bond shall be adjusted to an amount not less than the GMP, and shall be adjusted thereafter as the GMP is adjusted by change orders other than those associated with Owner Direct Purchase. In the event of a decrease 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 execution 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 D. With respect to the Construction Phase Services, the GMP Amendment shall include the date that portion of the Work associated with the Construction Phase Services must be substantially completed by Construction Manager. That Substantial Completion date shall be established in terms of calendar days after the Construction Phase Commencement Date. In the event Construction Manager and Owner fail to reach an agreement on the Contract Time and the Substantial Completion date, Owner may elect to terminate this Contract. In the event of any such termination, Construction Manager shall be entitled to receive that portion of the Contract Amount attributable to the Pre - Construction Phase Services earned to the date of termination plus that portion of any earned compensation associated with any Construction Phase Services provided, to the extent such services were expressly approved in advance and in writing by Owner; but Construction Manager shall not be entitled to any further or additional compensation from Owner, including but not limited to damages or lost profits on portions of the Work not performed. Substantial Completion of the Work shall be achieved when 15 0MIGOV. DOCUMENT 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 Work is achieved. If Owner has designated portions of the Work to be turned over to Owner prior to Substantial Completion. of the entire Work, Design Professional shall certify the date as to when Substantial Completion of such designated portions of the Work have been achieved. The entire Work shall be fully completed and ready for final acceptance by Owner within 45 calendar days after the Substantial Completion date, or within thirty (45) calendar days after Construction Manager's receipt of the punch list, whichever date occurs last. 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 substantially completed or finally accepted within the times specified in the GMP Amendment, as said time may be adjusted as provided for herein. In such event, the total. amount of Owner's damages, will be difficult, if not impossible, to definitely ascertain and quantify, because this is a public construction project that will, when completed, benefit the public in Monroe County, Florida. It is hereby agreed that it is appropriate and fair that Owner receive liquidated damages from Construction Manager, if Construction Manager fails to achieve Substantial Completion of the Work or portions thereof designated for earlier completion within the required time periods. Should Construction Manager fail to substantially complete the Work or portions thereof designated for earlier completion within the required time periods, Owner shall be entitled to 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 assess, as liquidated damages, but not as a penalty, five hundred dollars $500 for each calendar day thereafter until the final acceptance requirements are meta Construction Manager hereby expressly waives and relinquishes any right which it may have to seek to characterize the above noted liquidated damages as a penalty, which the parties agree represents a fair and reasonable estimate of Owner's actual damages at the time of contracting if Construction Manager fails to substantially complete the Work in a timely manner. 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. 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 part of this Agreement. ORIG H q DOCUMENT 16 B1UMORE CONSTRUCTION CO., INC. 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 Management Assistant County Administrator, PW & E 1100 Simonton St., Room 2 -216 1100 Simonton St. Key West, Florida 33040 Key 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: Biltmore Construction Co., Inc. 1055 Ponce de Leon Boulevard Belleair, FL 33756 Either parry 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 parry 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. The failure of Owner to enforce at any time or for any period of time any one or more of the provisions of the Contract shall not be construed to be and shall not be a waiver of any such provision or provisions or of its right thereafter to enforce each and every such provision. OMGMAL DOCUMENT 17 BIUMORE CONSTRUCTION CO., IN Co Section 14. Entire Agreement. Each of the parties hereto agrees and represents that the Contract comprises the full and entire agreement between the parties affecting the Work contemplated, and no other agreement or understanding of any nature concerning the same has been entered into or will be recognized, and that all negotiations, acts, work performed, or payments made prior to the execution hereof shall be deemed merged in, integrated and superseded by the Contract. This agreement shall also supersede and nullify all terms and conditions of purchase orders issued in conjunction with this agreement to facilitate Owner processing of payments. The Owner and Construction Manager agree that secondary contracts may be entered between as relates to ancillary projects and the Work and Project. Section 15. Severability. Should any provision of the Contract be determined by a court to be unenforceable, such a determination shall not affect the validity or enforceability of any other section or part thereof 0MG MR DOCUNIENT 18 B AMOR CONIStd' UCTION M, INC. Dntractor must by a persod with authority to bind the' entity. THE.PERSON-EXECUTING -THE DOCUMENT MUST BE NOTARIZED: Madok, Clerk By: Deputy Clerk Date 1-'- 7-0 1 :7 (SEAL) Construction Manager must p two witnesses sienaturm% Signature: Print N Title: Date and Sign, Print Title: 1eC I CC Date: `` 1 `� 4 q BOARD OF COUNTY OMMISSIONERS OF MONROE COUNTY, FLORIDA i By: Ma or /Chai . CONSTRUCTION MANAGER: Biltmore Signature Print Nan Title: Vice President MONROE COUNTY ATTORNEY'S OFFICE " A PRbVED QS TO�ORi a PATRICIA EABLES ASSISTANT COUNTYATTORNEY DATE: f 7_ - 7-1- r M C") CD 19 Date: e 7Z �. CD1 r=1 rn C -- ) ov. �n C) c-3 MONROE COUNTY ATTORNEY'S OFFICE " A PRbVED QS TO�ORi a PATRICIA EABLES ASSISTANT COUNTYATTORNEY DATE: f 7_ - 7-1- r M C") CD 19 EXHIBIT A GENERAL TERMS AND CONDITIONS 1. INTENT OF CONTRACT DOCUMENTS. 1.1. It is the intent of the Contract Documents to describe a functionally complete project (or portion thereof) to be constructed in accordance with the Contract Documents. Any work, materials or equipment that may reasonably be inferred from the Contract Documents as being required to produce the intended result shall be supplied whether or not specifically called for in the Contract Documents. If the Contract Documents include words or terms that have a generally accepted technical or industry meaning, then such words or terms shall be interpreted to have such standard meaning unless otherwise expressly noted in the Contract Documents. Reference to standard specifications, manuals or codes of any technical society, organization or association or to the laws or regulations of any governmental authority having jurisdiction over the Project, whether such reference be specific or by implication, shall mean the latest standard specification, manual, code, law or regulation in affect at the time the Work is performed, except as may be otherwise specifically stated herein. Provided, however, in the event the standard specification, manual, code, law or regulation is changed after the GMP Amendment has been executed by the parties, Construction Manager shall be entitled to a Change Order equitably adjusting the Contract Amount and/or Contract Time to the extent such change materially impacts the Contract Time and /or Contract Amount. 1.2. If during the performance of the Work Construction Manager discovers a conflict, error or discrepancy in the Contract Documents, Construction Manager immediately shall report same to Design Professional in writing, and before proceeding with the Work affected thereby, shall obtain a written interpretation or clarification from Design Professional. Prior to commencing each portion of the Work, Construction Manager shall first take all necessary field measurements and verify the applicable field conditions. After taking such measurements and verifying such conditions, Construction Manager shall carefully compare such measurements and conditions with the requirements of the Contract Documents, taking into consideration all other relevant information known to Construction Manager, for the purpose of identifying and bringing to Owner's attention all conflicts or discrepancies with the Contract Documents. Construction Manager is not responsible for verifying design dimensions. 1.3. Drawings are intended to show general arrangements, design and extent of Work and are not intended to serve as shop drawings. Specifications are separated into divisions for convenience of reference only and shall not be interpreted as establishing divisions for the Work, trades, subcontracts or extent of any part of the Work. In the event of a discrepancy between or among the drawings, specifications or other Contract Document provisions, Construction Manager shall be required to comply with the provision which is the more restrictive or stringent requirement upon Construction Manager, as determined by Owner. Unless otherwise specifically mentioned, all anchors, bolts, screws, fittings, fillers, hardware, accessories, trim and other parts required in connection with any portion of the Work to make a complete, serviceable, finished and first quality installation shall be furnished and installed as part of the Work, whether or not called for by the Contract Documents. ORIGINAL DOCUMENT 20 BIB MORE CONST CTION CO., INC. 2. INVESTIGATION AND UTILITIES. 2.1. Construction Manager shall have the sole responsibility of satisfying itself concerning the nature and location of the Work and the general and local conditions, and particularly, but without limitation, with respect to the following: those affecting transportation, access, legal disposal, handling and storage of materials; availability and quality of labor; water and electric power; availability and condition of roads; work area; living facilities; climatic conditions and seasons; physical conditions at the work -site and the Project area as a whole; topography and ground surface conditions; nature and quantity of the surface materials to be encountered; subsurface conditions; equipment and facilities needed preliminary to and during performance of the Work; and all other costs associated with such performance. The failure of Construction Manager to acquaint itself with any applicable conditions shall not relieve Construction Manager from any of its responsibilities to perform under the Contract Documents, nor shall it be considered the basis for any claim for additional time or compensation. 2.2. Construction Manager shall locate all existing roadways, 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 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. 00RIGI AL DOCUMENT 21 BIL.TMORE CONSTRUCTION CO., INC. 4.2. At the time it submits its first monthly Application for Payment to Owner following GMP approval, Construction Manager also shall submit to Owner and Design Professional, for their review, a Schedule of Values based upon the GMP proposal; in a format approved by the Owner, listing the major elements of the Work and the dollar value for each element. That Schedule of Values, as further revised to reflect the final negotiated GMP amount and as approved by Owner, shall be used as the basis for Construction Manager's monthly Applications for Payment thereafter. This revised Schedule of Values shall be updated for the current month Change Orders and Construction Change Directives and submitted each month to Design Professional along with a completed and notarized copy of the Application for Payment form. 4.3. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site, the Application for Payment shall also be accompanied by a bill of sale, invoice or other documentation warranting that Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, all of which shall be subject to Owner's satisfaction. Owner has the discretion whether or not to pay for such unincorporated materials. 4.4. Construction Manager shall submit 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 G703, 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) 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 to 5% of that portion of the gross amount (less reimbursable items) of each monthly payment request certified by Design Professional and approved by Owner for payment unless Construction Manager has elected to withhold a higher amount from subcontractors as allowed by law, in which case the higher amount shall be retained by Owner. Upon achieving fifty percent (50 %) completion of the Work, and when requested by the Construction Manager, the Owner may release half of the amount previously retained. Owner reserves the right, at its sole discretion, to further reduce the 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 as otherwise permitted by the terms of the Contract Documents or as permitted by law. Retainage shall not be held against Construction Manager's personnel, General Conditions, Bond, Insurance or Fees. ORIGINAL DOCUMENT zz BI1 TMORE CONSTRUCTION CO., INC. . 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 that such Work has been accepted by the Construction Manager and the Design Professional as complete, and provided that the necessary releases, lien wavers and surety consents have been provided. Such payments shall not diminish or qualify the contractor's obligation to complete the Work within the Contract Time. 4.7. Construction Manager shall pay its Subcontractors for all work satisfactorily completed on this 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 otherwise due the Subcontractor from this Project as a set off against claims, debts or back - charges that may be owed by Subcontractor to Construction Manager on other construction projects. 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 Payment. 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, services, or materials for which Owner has paid Construction Manager, Construction Manager agrees to refund such money to Owner. 5. PAYMENTS WITHHELD. 5.1. Design Professional shall review each Application for Payment submitted by Construction Manager and shall make recommendations to Owner as to the proper amounts, if any, which may be owed Construction Manager under the Application for Payment. Design Professional's payment recommendation shall be evidenced by a Certificate for Payment issued by Design Professional to Owner. All Certificates for Payment are subject to Owner's review and approval. Both Design Professional and Owner shall have the right to refuse to certify or approve for payment any amounts, or portions thereof, requested by Construction Manager in an Application for Payment, and Owner may withhold any payments otherwise due Construction Manager under this Contract or any other agreement between Owner and Construction Manager, to the extent it is reasonably necessary, to protect Owner from any expense, cost or loss attributable to: (a) defective or deficient Work not properly remedied in accordance with the terms of the Contract Documents; (b) the filing or reasonable evidence indicating the probable filing of third party claims against Owner attributable to the fault or neglect of Construction Manager; (c) Construction Manager's _failure to make timely and proper payments to all subcontractors and suppliers; (d) reasonable evidence that the remaining Work cannot be completed for the unpaid Contract Amount balance; (e) 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 the Contract Documents by Construction Manager. Owner shall have the right, but not the obligation, to take any corrective action Owner deems appropriate to cure any of the above noted items, at Construction Manager's expense, if such items are not cured or agreed to be cured by Construction Manager to Owner's reasonable satisfaction within five (5) days after Construction ()RIGIU K DOCUMIE 1 23 1 , 1 111 ORE CONSTRUCTION CO., INC. Manager's receipt of written notice from Owner. 6. FINAL PAYMENT. 6.1. Owner shall make final payment to Construction Manager within sixty (60) calendar days after the Work is finally accepted by Owner in accordance with Paragraph 22.2 herein, provided that Construction Manager first, and as an explicit condition precedent to the accrual of Construction Manager's right to final payment, shall have furnished Owner with the following: 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. 6.1.2. a duly executed copy of the surety's consent to final payment; 6.1.3. evidence of payment to all subcontractors and suppliers in a form and containing such detail 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 approval of materials to be submitted such as shop drawings, data, test results, schedules and samples. Construction Manager shall submit all such materials at its own expense and in such form and manner as required by the Contract Documents in sufficient time to prevent any delay in the delivery of such materials and the installation thereof. Construction Manager shall also carefully review and certify for accuracy and completeness all shop drawings and other submittals and then forward the same to Design Professional for review and action. Design Professional will transmit them back to Construction Manager who will then issue the submittals to the affected subcontractor for fabrication or revision. Construction Manager shall maintain a suspense control system to promote the expeditious handling of shop drawings and all other submittals. Construction Manager shall request Design Professional to make interpretations of the drawings or specifications requested of it by the subcontractors. Construction Manager shall advise Design Professional in writing which submittals or requests for clarification have the greatest urgency; the purpose being to enable Design Professional to prioritize requests coming from Construction Manager. Construction Manager shall advise Owner and Design Professional in writing when timely. response is not occurring on any of the above. MGM DOCUMENT 24 BILTMORE CONSTRUCTION C O., INC. 7.2. Whenever materials or equipment are specified or described in the Contract Documents by using the name of a proprietary item or the name of a particular supplier, the naming of the item is intended to establish the type, function and quality required. Unless the name is followed by words indicating that no substitution is permitted, materials or equipment of other suppliers may be accepted by Owner and Design Professional if sufficient information is submitted by Construction Manager to allow Owner and Design Professional to determine that the material or equipment proposed is equivalent or equal to that named. Requests for review of substitute items of material and equipment will not be accepted by Owner from anyone other than Construction Manager. All such requests, to the extent possible, should be submitted by Construction Manager to Design Professional prior to the setting of the GMP. 7.3. If Construction Manager wishes to furnish or use a substitute item of material or equipment, Construction Manager shall make application to Design Professional for acceptance thereof, certifying that the proposed substitute shall perform adequately the functions and achieve the results called for by the general design, be similar and of equal substance to that specified and be suited to the same use as that specified. The application shall state that the evaluation and acceptance of the proposed substitute will not prejudice Construction Manager's achievement of substantial completion on time, whether or not acceptance of the substitute for use in the Work will require a change in any of the Contract Documents (or in the provisions of any other direct contract with Owner for the Project) to adapt the design to the proposed substitute and whether or not incorporation or use by the substitute in connection with the Work is subject to payment of any license fee or royalty. All variations of the proposed substitute from that specified will be identified in the application and available maintenance, repair and replacement service shall be indicated. The application also shall contain an itemized estimate of all costs that will result directly or indirectly from acceptance of such substitute, including costs for redesign and claims of other contractors affected by the resulting change, all of which shall be considered by Design Professional in evaluating the proposed substitute. Design Professional may require Construction Manager to furnish at Construction .Manager's expense additional data about the proposed substitute. 7.4. If a specific means, method, technique, sequence or procedure of construction is indicated in or required by Contract Documents, Construction Manager may furnish or utilize a substitute means, method, technique, sequence or procedure of construction acceptable to Design Professional, if Construction Manager submits sufficient information to allow Design Professional to determine that the substitute proposed is equivalent to that indicated or required by the Contract Documents. The procedures for submission to and review by Design Professional shall be the same as those provided herein for substitute materials and equipment. 7.5. Design Professional shall be allowed a reasonable time within which to evaluate each proposed substitute. Design Professional and Owner shall be the sole judges of the acceptability of any substitute. No substitute shall be ordered. installed or utilized without Owner's and Design Professional's prior written acceptance which shall be evidenced by either a Change Order or an approved submittal. Owner may require Construction Manager to furnish at Construction Manager's expense a special performance guarantee or other surety with respect to any substitute. If Owner rejects the proposed substitute, at Owner's discretion, Owner may require Construction Manager to reimburse Owner for the charges of Design Professional and Design Professional's consultants for evaluating the proposed substitute. ORIGHNIAL DOCUMENT 25 BILTMORE CONS71RUCTION CO., INC. 8. PRE - CONSTRUCTION PHASE SERVICES. Construction Manager shall provide the following review and commentary services, in addition to any other Pre - Construction Phase Services required by the terms of this Contract: 8.1 Review, Recommendations and Warranty: Construction Manager shall familiarize itself thoroughly with the evolving architectural, civil, mechanical, plumbing, electrical and structural plans and specifications and shall follow the development of design through development of 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 Professional and Owner in evaluating alternative comparisons versus long term cost effects. The evaluation shall address the benefits of the speed of erection and early completion of the Work. Construction Manager shall furnish pertinent information as to the availability of materials and labor that will be required. Construction Manager shall submit to Owner and Design Professional such comments as may be appropriate concerning construction feasibility and practicality. Construction Manager shall call to Owner's and Design Professional's attention any defects in the design, drawings and specifications or other documents of which it is aware. As questions arise or as more information is needed from the Designer or the Owner, the Construction Manager will track who is responsible 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 the Owner. These estimates shall be performed following each design phase. 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 taken by Design Professional with respect to same, any comments Construction Manager may deem to be appropriate with respect to separating the Work into separate subcontracts, alternative materials, and any other appropriate or required comments. Ongoing constructability reviews to include: Staging and Maintenance of Traffic, Cost Analysis and evaluation for means and methods of systems being evaluated. Provide Monthly reports on the Pre - Construction progress, include specific meetings with any Agencies, Owner, Design Professional, Public meetings or any other 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 CONSTRUCTION CONTRACTOR SHALL BE DEEMED TO HAVE WARRANTED TO OWNER, WITHOUT ASSUMING ANY ARCHITECTURAL OR ENGINEERING RESPONSIBILITY, THAT THE CONSTRUCTION DOCUMENTS ARE CONSISTENT WITH EACH OTHER, PRACTICAL, FEASIBLE AND CONSTRUCTABLE. FURTHER, THE OR0VAI DOCUMENT 26 ILEMORE CONSTRUCTION CO., INC, CONSTRUCTION MANAGER SHALL BE DEEMED TO HAVE WARRANTED TO OWNER THAT THE WORK DESCRIBED IN THE CONSTRUCTION DOCUMENTS IS CONSTRUCTABLE WITHIN THE CONTRACT TIME. 8.3. Long Lead Procurement: Construction Manager shall review the Project design for the purpose of identifying long lead procurement items (machinery, equipment, materials and supplies) and consult with Design Professional concerning same. When each item is identified, Construction Manager shall notify prospective subcontractors, Owner and Design Professional of the required procurement and schedule. Such information shall be included in the bid documents and made a part of all affected subcontracts. Construction Manager shall keep itself informed of the progress of the respective subcontractors or suppliers manufacturing or fabricating such items, and revise the Construction Schedule when required as a result of delays in delivery. Delays in delivery time for long lead procurement items will not entitle Construction Manager to a time extension for completion of the Project. 8.3.1 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 in 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 GMP for the Owner. Included in this GMP 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 BIM model and to facilitate cost modeling. The cost of producing the BIM Model is not included in the Preconstruction Proposal. but may be added after the parameters of the Model are determined 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 27 IUMORK C0b ;59 RIUCT10r ! Co., INC. Preconstruction Proposal. 8.6 Meetings. 8.6.1 Monroe County requires its buildings to conform to Florida Green Building Coalition standards. The Construction Manager will participate in Florida Green Building Coalition standards meetings and offer additional suggestions and input to ensure their value engineering does not recommend removing components necessary to maintain the 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 include introduction of the project team, who and how to contact team individuals, discussion of the project sequences, project schedule, pedestrian/school access during construction and additional details as requested by the Owner. 9. CONSTRUCTION PHASE SERVICES. Construction Manager shall provide the following services in addition to any other Construction Phase Services required by the terms of this Contract: 9.1. Construction Manager shall arrange for all job -site facilities as required by Owner and necessary to enable Construction Manager and Design Professional to perform their respective duties and to accommodate any representatives of Owner which Owner may choose to have present on the job, the description of such-facilities to be finalized prior to the establishment of the GMP. 9.1.1. Tangible personal property, otherwise referred to as job -site facilities, include, but are not limited to such things as trailers, toilets, typewriters, computers and any other equipment necessary to carry on the Work. The method of acquiring such job -site facilities shall be evaluated based on their cost over the life of the Project. Construction Manager shall present its evaluation with recommendation to Owner for approval. 9.1.2. When Construction Manager wishes to supply j ob -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 conclusion of the Work, Construction Manager shall maintain ownership responsibilities of such facilities until final acceptance of the Work. Reimbursement for cost of such equipment will be made at the conclusion of the Work at the documented purchase price. At that time, Construction Manager shall provide Owner with a complete inventory for each unit of equipment. The inventory shall describe the equipment and identify the purchase price, serial number, model number and condition. Where said equipment has a title, said title shall be properly transferred to Owner or to its designee. 9.1.4. Construction Manager is responsible for proper care and maintenance of all equipment while in its control. At the time of transfer to Owner, Owner may refuse acceptance of the equipment if Owner determines, in its sole discretion, that the equipment has not been properly cared for aa D ''� 28 GORIGNII OCLAN��N� B 1 RE C0NSSTRU C 110N C0., INC. by Construction Manager or that such acquisition would not otherwise be in the best interest of Owner. In such event, Construction Manager will be reimbursed for such item in accordance with Section 5 of the Agreement. 9.2 Construction Manager's administration of the Work shall include the following: 9.2.1 Maintain a log of daily activities, including manpower records, weather, delays, major decisions, etc. 9.2.2 Maintain a roster of companies on the Project with names and the telephone numbers of key personnel. 9.2.3 Establish and enforce job rules governing parking, clean -up, use of facilities and worker discipline. 9.2.4 Provide labor relations management for a harmonious, productive Project. 9.3 Construction Manager also shall provide job site administration functions during construction to assure proper documentation, including but not limited to the following: 9.3.1 Job Meetings Conduct a preconstruction conference with each subcontractor after award of the subcontract and prior to the start of its portion of the Work. Hold weekly progress and coordination meetings, or more frequently if required by Work progress, to provide for the timely completion of the Work. In addition, Construction Manager shall arrange and conduct regular 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 parry 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 . Drawing Submittals /Approvals Provide staff to review and approve shop drawings and other submittals and to implement procedures for transmittal to Design Professional of such submittals for action, and closely monitor their review process. 9.3.3 Material and Equipment Expediting Provide staff to closely monitor material and equipment deliveries, check and follow -up on supplier commitments for Construction Manager and all subcontractors and maintain a material and equipment expediting log. 9.3.4 Payments to Subcontractors Develop and implement a procedure for the review, processing and payment of applications by subcontractors for progress and final payments. 9.3.5 Document Interpretation Refer all questions for interpretation of the Contract Documents to Design Professional in writing. 9.3.6 Reports and Project Site Documents Record the progress of the Work. Submit written 0 I 1 NAL D0CUMEN'T 29 IL V1 1 10RE CONSTRUCTION CO-, ltIC- progress reports to Owner and Design Professional, including information on subcontractors' Work, and the percentage of completion. Keep a daily log available to Owner, Design Professional, and any permitting authority inspectors. 9.3.7 Subcontractors Progress Prepare periodic punch lists for the Work, including work of subcontractors', identifying unsatisfactory or incomplete items and schedules for their completion. 9.3.8 Substantial Completion 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 unsatisfactory items prepared by Construction Manager and reviewed and supplemented by Design Professional, prepare a schedule for their completion indicating completion dates for Owner's review. 9.3.9 Final Completion Monitor the completion of the Work and provide notice to Owner and Design Professional when the Work is ready for final inspection. Secure, review and certify compliance with the Contract Documents, then transmit to Owner, through Design Professional, all required guarantees, warranties, affidavits, releases, bonds, waivers, manuals, record drawings, and maintenance books. 9.3.10 Start -Up With Owner's personnel, direct the check -out of utilities, operations, systems and equipment for readiness and assist in their initial start-up and testing. 9.3.11 Record Drawings Pursuant to the terms of Paragraph 10.2 hereafter, Construction Manager shall monitor the progress of its own forces and its subcontractors on marked up field prints which shall be developed by Construction Manager into the final record drawings. 9.4 Construction Manager shall maintain at the Project site, originals or copies of, on a .current basis, all Project files and records. The Project files and records shall be available at all times to Owner and Design Professional or their designees for reference, review or copying. 9.5 Construction Manager shall provide the following services with respect to the Work, to facilitate the smooth, successful and timely occupancy of the Project by Owner: 9.5.1 Construction Manager shall provide consultation and Project management to facilitate Owner's occupancy of the Project and provide transitional services to place the Work "on line" in such conditions as will satisfy Owner's operations requirements. The services include Construction Manager's coordination of the delivery of Owner supplied furniture, fixtures and equipment for the Project. 9.5.2 Construction Manager shall catalog operational and maintenance requirements of equipment to be operated by maintenance personnel and convey these to Owner in such a manner as to promote their usability. Construction Manager shall provide Owner's operations and maintenance personnel with operations and maintenance training with respect to the equipment and systems being provided as part of the Work. This training to be videotaped by the Construction Manager for subsequent presentation to Owner's operations and B�IL 71 N!i0RE C 0 NS T RU , R €0IN CEO. D: "�. maintenance personnel. 9.5.3 Construction Manager shall secure required guarantees and warranties, and shall assemble and deliver same to Owner in the manner required by Owner. 10. DAILY REPORTS, RECORD CONTRACT DOCUMENTS AND MEETINGS. 10.1. Construction Manager shall prepare, maintain and submit to Design Professional and Owner, for their review and approval, the various logs, reports, and schedules set forth in Exhibit B to the Agreement. Construction Manager's complete performance of its obligation to prepare, maintain and submit those logs, reports, and schedules is a condition precedent to Owner's obligation hereunder to make any payments to Construction Manager. These logs, reports and schedules shall not constitute nor take the place of any notice required to be given by Construction Manager to Owner or Design Professional pursuant to the Contract Documents. 10.2. Construction Manager shall maintain in a safe place at the Project site one record copy and one permit set of the Contract Documents, including, but not limited to, all drawings, specifications, addenda, amendments, Change Orders, Construction Change Directive and Field Orders, as well as all written interpretations and clarifications issued by Design Professional, in good order and annotated to show all changes made during construction. The record Contract Documents shall be continuously updated by Construction Manager throughout the prosecution of the Work to accurately reflect all field changes that are made to adapt the Work to field conditions, changes resulting from Change Orders, Construction Change Directive and Field Orders, and all concealed and buried installations of piping, conduit and utility services. Construction Manager shall certify the accuracy of the updated record Contract Documents. As a condition precedent to Owner's obligation to pay Construction Manager, Construction Manager shall provide evidence, satisfactory to Owner and Design Professional, that Construction Manager is fulfilling its obligation to continuously update the record Contract Documents. 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. 10.3. Construction Manager shall advise Owner, its representatives and Design Professional of their requested or required participation in any meeting or inspection giving each 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 Work being done on the Project by its subcontractors and materialmen, as well as coordinating its Work with all work of others at the Project site, so that its Work or the work of others shall not be delayed or impaired by any act or omission by Construction Manager or anyone for whom Construction Manager is liable. Unless expressly noted otherwise in the Contract Documents, Construction Manager shall be solely responsible for all construction means, methods, techniques, sequences, and procedures, as well as coordination of all portions of the Work under the Contract ORGINVAL DOCUMENT 31 IMPe' RE CONSTRUCTION CO. INC. Documents, and the coordination of Owner's suppliers and contractors as set forth in Section 14 herein. 11.2. Should Construction Manager be obstructed or delayed in the prosecution of or completion of the Work as a result of unforeseeable causes beyond the control of Construction Manager, and not due to its fault or neglect, including but not restricted to acts of God or of the public enemy, acts of government, fires, floods, epidemics, quarantine regulation, strikes, lockouts, unusually severe weather conditions by comparison with the ten -year Monroe County, Florida, average not reasonably anticipatable, Construction Manager shall notify Owner and Design Professional in 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 had to request a time extension. 11.2.1. Owner shall have the right, at any time, whether or not Construction Manager is behind schedule, to order Construction Manager to accelerate its Work. In the event that Owner orders Construction Manager to accelerate its Work and Construction Manager (i) is not behind schedule and (ii) believes that acceleration will increase the cost of.performance, Construction Manager, shall be required to submit a Claim for increase pursuant to Section 13 of this Agreement. 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 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 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 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. 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 completed within the Contract Time. Any extension of the Contract Time shall be net of any foreseeable delays or other delays attributable to the Construction Manager. No extension of the 0R L D0CUPMENti 32 BUMORE CONSTRU(71i N CO., INCC l 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 beyond a date selected for Substantial Completion in this Contract. For each day Substantial Completion is so delayed as a result of an approved extension of the Contract Time, Construction Manager shall be entitled to a proportional increase in the allowance for general conditions and 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 increased as a result of extension of the Contract Time to the extent the extension of time results from adverse weather conditions or any other cause outside the control of the Owner. 12. CHANGES IN THE WORK. 12.1. Owner shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, but in no event more than fourteen (1 4) days after its receipt of such notification (unless Owner has agreed in writing to a longer period of time), Construction Manager shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or for minor changes ordered by Design Professional 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 written order of Owner, and Owner shall not be liable to Construction Manager for any increased compensation or adjustment to the Contract Time without such written order. NO OFFICER, EMPLOYEE OR AGENT OF OWNER IS AUTHORIZED TO DIRECT ANY EXTRA OR CHANGED WORK ORALLY. 12.2. A Change Order shall be prepared by Construction Manager, reviewed by Design Professional and Owner, and executed promptly by the parties after an agreement is reached between Construction Manager and Owner concerning the requested changes. Construction Manager shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change Order in the manner as Owner and Construction Manager shall mutually agree. 12.3. If Owner and Construction Manager are unable to agree on a Change Order for the requested change, Construction Manager shall, nevertheless, promptly perform the change as directed by Owner in a written Construction Change Directive. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Manager disagrees with Owner's adjustment determination, Construction Manager must make a claim pursuant to Section 13 of these General Conditions or else be deemed to have waived any claim it might otherwise have had on that matter. 12.4. In the event a requested change is approved by Owner which results in either an increase or decrease to the Contract Amount, a Change Order shall be issued which increases or decreases the GMP by the amount of Construction Manager's actual and reasonable direct Cost of the Work (including bond premiums for changes other than those associated with Owner Direct Purchase). 12.5. Notwithstanding any provision herein to the contrary, the amounts for combined overhead and profit for Change Orders and Construction Change Directives are as follows: MORAL D _UrV1ENT 33 URAOR CONSTRUCTION CO., INC, 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 Construction Change Directives in an amount causing the greater of the original GMP as set forth in the GMP Amendment or the estimated construction cost set forth in the preamble to this Agreement to be exceeded by more than five percent. Construction Manager shall be 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 proportional to the ratio of the Construction Manager's Fee to the estimated construction cost, as set forth in the Agreement. 12.5.2. For each Subcontractor or Sub - subcontractors involved, the Work performed by that Subcontractor or Sub - subcontractor's own forces; ten percent (10 %) of the cost. 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 a Contingency Adjustment. The procedures for Contingency Adjustments are the same as for Change Orders and Construction Change Directives, except that no increase or decrease to the GMP results. 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. BITNAORE CONSTRUCTION CO., INC. 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. Construction Manager shall supply Owner with a Monthly Contingency report for all Contingencies included in the project. 13. CLAIMS AND DISPUTES. 13.1. The term "Claim" as used herein shall mean any and all demands made by one parry hereunder against the other party, whether such demand be for money, time or the assertion of any right or obligation that arises out of the Contract Documents. 13.2. Initial notice of Claims by Construction Manager shall be made in writing to Owner and Design Professional within fourteen (14) calendar days after the first day of the event giving rise to such Claim or else Construction Manager shall be deemed to have waived the Claim. Written supporting data shall be submitted to Owner and Design Professional within thirty (30) calendar days after the occurrence of the event, unless Owner grants additional time in writing, or else Construction Manager shall be deemed to have waived the Claim. All Claims shall be priced in accordance with the provisions of Paragraph 12.5 hereof. 13.3. Construction Manager shall proceed diligently with its performance as directed by Owner, regardless of any pending Claim, unless otherwise agreed to by Owner in writing. Owner shall continue to make payments in accordance with the Contract Documents during the pendency of any Claim. 13.4. Prior to the initiation of any action or proceeding permitted by this Contract to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation between representatives with decision - making power. Failing resolution, and prior to the commencement of 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 term for the purposes of this subparagraph shall include Construction Manager's surety), whether arising out of any Claim or arising out of the Contract or any breach thereof, shall be brought, maintained and pursued only in the appropriate State courts of the State of Florida; and Owner and Construction Manager each .hereby waive and renounce any and all rights and options which they, or either of them, have or might have to bring or maintain any such litigation or action in the Federal Court system of the United States or in any United States Federal District Court. Venue of any such litigation between Owner and Construction Manager shall lie and be only in the appropriate State courts of the State of Florida's Sixteenth Judicial Circuit in and for Monroe County, Florida. Construction Manager consents and submits to the jurisdiction of any such court and agrees to accept service of process from the State of Florida in any matter to be submitted to any such court. 14. OTHER WORK. 14.1. Owner may perform other work related to the Project at the site by Owner's own forces, have other work performed by utility owners or let other direct contracts. If the fact that such other work `Y ° !1 �9 Bid � ORICE CON!1TRUC ION CO., !NC, is to be performed is not noted in the Contract Documents, written notice thereof will be given to Construction Manager prior to starting any such other work. If Construction Manager believes that such performance will involve additional expense to Construction Manager or require additional time, Construction Manager shall send written notice of that fact to Owner and Design Professional within fourteen (14) calendar days of being notified of the other work. If Construction Manager fails to send the above required fourteen (14) calendar days notice, Construction Manager will be deemed to have waived any rights it otherwise may have had to seek an extension to the Contract Time or adjustment to the Contract Amount. 14.2. Construction Manager shall afford each utility owner and other contractor who is a party to such a direct contract (or Owner, if Owner is performing the additional work with Owner's employees) proper and safe access to the site and a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such work and shall properly connect and coordinate its Work with theirs. Construction Manager shall do all cutting, fitting and patching of the Work that may be required to make its several parts come together properly and integrate with such other work. Construction Manager shall be responsible for all damage to the work of others caused by the performance of its Work. Further, Construction Manager shall not in any way cut or alter the work of others without first receiving the written consent of that other person and Design Professional. 14.3. If any part of Construction Manager's Work depends for proper execution or results upon the work of any other contractor or utility owner (or Owner), Construction Manager shall inspect and promptly report to Design Professional in writing any delays, defects or deficiencies in such work that render it unavailable or unsuitable for such proper execution and results. Such report must be made within seven (7) calendar days of the time Construction Manager first became aware of the delay, defect or deficiency or by the scheduled commencement of Construction Manager's dependent Work, whichever occurs .first. Construction Manager's failure to report within the allotted time will constitute an acceptance of the other work as fit and proper for integration with Construction Manager's Work. 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 by Construction Manager and prior to execution of the Work, Construction Manager has delivered 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 limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to Owner, on a timely basis, if requested by Owner. These Certificates and policies shall contain provisions that thirty (3 0) days written notice by registered or certified 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 shall also notify Owner, in a like manner, within twenty -four (24) hours after receipt, of any notices of expiration, cancellation, non - renewal or material change in coverages or limits received by 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 �Rf .- ��,A L 36 �C 03V+ yda y p 33 Fg' 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 Construction Manager shall be primary to any insurance or self - insurance program carried by Owner applicable to this Project. 15.2. All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 15.2.1. The term "The Board of County Commissioners of Monroe County, Florida", shall include Monroe County, Florida, a political subdivision of the State of Florida, all departments and divisions and individual officials, members and employees thereof in their official capacity, and/or while acting on behalf of Monroe County. 15.2.2. All insurance policies, other than the Workers Compensation policy, provided by 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, as an additional insured as to the operations of Construction Manager under the Contract 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 Project, and the "Other Insurance" provisions of any policies obtained by Construction Manager shall not apply to any insurance or self - insurance program carried by Owner applicable to this Project. 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 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 of Insurance are in compliance with the requirements of this Agreement. OMGNAL DOCUMENT 37 B I UMIORI E CONSTRUCTION CO., WN 15.4 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 Requirements ", which is attached hereto and made a part hereof. Construction Manager shall require each of its subcontractors to procure and maintain, until the completion of that subcontractor's services, insurance of the types and to the limits specified in Exhibit C, unless such insurance requirement for the 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. 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 of the renewal policies, shall be furnished to Owner thirty (3 0) days prior to the date of expiration. 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 rating of Class VI or higher. ORIG�i'%YAI DOCUMENT a 38 —AH' ar ORE: CO'MSTRUCTION CO., INC, 16. INDEMNIFICATION, HOLD HARMLESS AND DEFENSES. Construction Manager shall defend, indemnify and hold the County and the County's officers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of Construction Manager or person employed or utilized by Construction Manager in accordance with Section 725.06, Florida Statute, except to the extent the liabilities, damages, losses and costs arise from the negligence, recklessness or intentional wrongful misconduct of the County or any of its employees, agents, contractors or invitees (other than Construction Manager). Insofar as the liabilities, damages, losses and costs, relate to events or circumstances that occur during the term of the Agreement, this 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 occurrence pursuant to Section 725.06, Florida Statutes. The first ten dollars ($10.00) of remuneration is to be paid to the successful Respondent for the indemnification provided for the above. 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 up. At the completion of the Work, Construction Manager shall remove all debris, rubbish and waste materials from and about the Project site, as well as all tools, appliances, 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. 18.1. 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. 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 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 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 0 39 DOCUMENT 24L17P 0-RE C0NSTR LIC T10N C ., €NCo 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 fully cooperate with Construction Manager where necessary. Construction Manager shall pay all governmental charges and inspection fees necessary for the prosecution of the Work. 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 program with respect to the Work, as set forth below in Paragraph 39. 20. TERMINATION FOR DEFAULT. 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 forth in this Article, if Construction Manager: (1) fails to begin the Work under the Contract Documents within the time specified herein; or (2) fails to properly and timely perform the Work as provided for in the Contract Documents; or (3) performs the Work unsuitably or neglects or refuses to remove materials or to correct or replace such Work as may be rejected as unacceptable or unsuitable; or (4) discontinues the prosecution of the Work contrary to the requirements of the Contract; or (5) fails to resume Work which has been suspended within a reasonable time after being notified to do so; or (6) becomes insolvent or is declared bankrupt, or commits any act of bankruptcy; or (7) allows any final judgment to stand against it unsatisfied for more than ten (10) days; or (8) makes an assignment for the benefit of creditors; or (9) fails to obey any applicable codes, laws, ordinances, rules or regulations with respect to the Work; or (10) fails to promptly pay its subcontractors and suppliers; or (11) materially breaches any other provision of the Contract Documents; or for any basis provided in the Termination by the Owner for Cause in the 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 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, 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 take possession of all or any portion of the Work and any materials, tools, equipment, and 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 Construction Manager's Work by whatever means, method or agency which Owner, in its sole discretion, may choose. In making either the initial determination that Construction Manager is in default under this Contract or the subsequent determination that Construction Manager has failed to satisfactorily cure its default, Owner may rely solely upon Design Professional's certification to Owner that in Design Professional's opinion Construction Manager is in default or has failed to satisfactorily cure its default. 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. 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 Design Professional and attorneys' fees) or damages incurred by Owner incident to such completion, shall be deducted from the unpaid balance of the Contract Amount, and if such expenditures exceed the unpaid balance of the Contract Amount, Construction Manager agrees to pay promptly to Owner on demand the full amount of such excess, including costs of collection, attorney's fees (including appeals) and interest thereon at the maximum legal rate of interest until paid. If the unpaid balance of the Contract Amount exceeds all such costs, expenditures and damages incurred by Owner to complete the Work, Construction Manager shall not be entitled to any portion of such excess, except for the unpaid portion of the Construction Management Fee earn ed and the Cost of Work incurred prior to Construction Manager's right to continue performance under this Contract being terminated. Any amounts to be paid to Owner by Construction Manager pursuant to this Paragraph 20.3 shall be certified by Design Professional, upon application, and this obligation for payment shall survive termination of the Contract. 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. 20.5. 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 portion of the Work is so suspended, Construction Manager's sole and exclusive remedy shall be to seek an extension to the Contract Time in accordance with the procedures set forth in the Contract Documents. In no event shall Construction Manager be entitled to any additional compensation or damages except as otherwise expressly provided for in the Contract Documents. G BILTINK)RE CONS RUC 1 1 0N CO., Provided, however, if the ordered suspension exceeds ninety (90) calendar days, Construction Manager shall have the right to terminate the Contract with respect to that portion of the Work which is subject to the ordered suspension. 22. COMPLETION. 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 Professional issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). Said written notice from Construction Manager shall include a proposed punch list of all items of Work to be completed or corrected by Construction Manager. Within a reasonable time thereafter, Owner, Construction Manager and Design Professional shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner and Design Professional do not consider. the Work (or designated portion) substantially complete, Design Professional shall notify Construction Manager in writing giving the reasons therefore. In such case, Construction Manager shall pay the costs of all additional Substantial Completion inspections. If Owner and Design Professional consider the Work (or designated portion) substantially complete, Design Professional shall prepare and deliver to Construction Manager a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date Substantial Completion for the entire Work (or designated portion thereof) is actually achieved by Construction Manager and include a final punch list of items to be completed or corrected by Construction Manager before final payment. Such final punch list shall be in compliance with the Contract Documents and all applicable laws. Accordingly, Design Professional shall provide the final punch list to Construction Manager within seven calendar days after Construction Manager has achieved Substantial Completion. Construction Manager acknowledges and agrees that the failure to include any corrective work or pending items not yet completed on the punch list does not alter the responsibility of Construction Manager to complete all the Work required under this Contract and does not waive Owner's right to demand completion of the item pursuant to the Contract Documents prior to or after final payment. Additionally, if this Agreement involves Work on more than one building or structure, or involves a multi - phased Project, a punch list shall be developed in accordance with the timelines set forth in this paragraph for each building, structure, or phase of the Project. Owner shall have the right to exclude Construction Manager from the Work and Project site (or designated portion thereof) after the date of Substantial Completion (or Partial Substantial Completion), but Owner shall allow Construction Manager reasonable access to complete or correct items on the final punch list. 22.2. When Construction Manager believes it has fully performed all of the Work, including all punch list items, Construction Manager shall deliver to Owner a written affidavit from Construction Manager certifying that all Work has been completed in accordance with the requirements of the Contract Documents. That written affidavit shall be delivered to Owner by Construction Manager at the same time it submits its final Application for Payment. After receipt of such affidavit, the final Application for Payment and all other documents required for Project close -out, Design Professional and Owner shall promptly inspect the Work to determine if all of the Work has been completed and is ready for final acceptance by Owner. If Owner and Design Professional determine Construction Manager has completed the entire Work, Design Professional shall promptly issue a final Certificate for Payment, stating that, to the best of its knowledge, information and belief, and on the basis of its observations and inspections: (i) all of the Work has been completed in accordance with the requirements of the Contract Documents; (ii) Asa mil. YVI DOIC"MMIENT' 42 BU MORE CONISIRUCIiON CO., INC: the final balance due Construction Manager, as noted in the final Certificate for Payment, is due and payable; and (iii) all conditions precedent to Construction Manager's entitlement to final payment have been satisfied. Neither the final payment nor the retainage shall become due and payable until Construction Manager submits: (1) the final Release and Affidavit in the form prescribed by Owner, (2) consent of surety to final payment, and (3) if required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though Design Professional may have issued its recommendations. Unless and until Owner is completely satisfied that all requirements of the Contract Documents have been met, neither the final payment nor the retainage shall become due and payable. 23. WARRANTY. 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, equipment or fixtures to be incorporated into the Project. Construction Manager expressly warrants to Owner that all materials and equipment to be incorporated into the Work shall be new unless otherwise specified. Further, Construction Manager expressly warrants to Owner that all Work shall be of good quality, free from all defects and in conformance with the Contract Documents. Construction Manager further warrants to Owner that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. Further, any special warranty to be provided will be in such'form as is acceptable to Owner and shall not include any exclusions, exceptions or modifications except to the extent approved by Owner in its sole discretion. In addition to all other rights and remedies available to Owner at law or in equity, including any implied warranties Owner may be entitled to as a matter of law, Construction Manager expressly warrants to Owner that it shall promptly correct,. upon receipt of written notice from Owner, any portion of the Work which is found to be defective or otherwise not in conformance with the requirements of the Contract Documents. In the event that any defective or non - conforming work is deemed by Owner in its sole discretion to present an immediate threat to safety or security, Owner shall be entitled to correct and fix such defective or non - conforming portions of the Work, and Construction Manager shall reimburse Owner for all costs and expenses incurred by Owner in performing such Work. This obligation to correct defective or nonconforming Work shall run for a period of one year (or such longer period of time as may otherwise be specified in the Contract Documents) commencing from the date Substantial Completion is achieved. With respect to the correction of any defective or nonconforming Work, Construction Manager shall be liable for all damage to any part of the Work itself and to any adjacent property which is caused by such corrective work. Construction Manager shall conduct, jointly with Owner and Design Professional, a warranty inspection at six (6) months and eleven (11) months after the date Substantial Completion is achieved. Construction Manager's warranty excludes remedy for damage or defect caused by Owner's abuse, modifications not performed by Construction Manager, improper or insufficient maintenance by Owner (unless such maintenance was performed in accordance with the directions from .Construction Manager), improper operation by Owner (unless such operations were performed in accordance with the directions from Construction Manager ), or normal wear and tear under normal usage. ORGINVI DOCUMENT 43 ILRAORE CONSTRUCTION CO., INCI 24. TESTS AND INSPECTIONS. 24.1. Owner, Design Professional, their respective representatives, agents and employees, and governmental agencies with jurisdiction over the Project shall have access at all times to the Work, whether the Work is being performed on or off of the Project site, for their observation, inspection and testing. Construction Manager shall provide proper, safe conditions for such access. Construction Manager shall provide Design Professional, Owner's Uniform Building Construction Inspector or any other entity with responsibility for inspection of the work with timely prior written notice (at least 48 hours) of the readiness of the Work for all required inspections, tests or approvals. 24.2. If the Contract Documents or any codes, laws, ordinances, rules or regulations of any public authority having jurisdiction over the Project requires any portion of the Work to be specifically inspected, tested or approved, Construction Manager shall assume full responsibility therefore, pay all costs in connection therewith and furnish Design Professional the required certificates of inspection, testing or approval. All inspections, tests or approvals shall be performed in a manner and by organizations acceptable to Owner and Design Professional. 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 Manager. 4 bGIINJAL DOCUMENT 44 BIV1 1 MORE CONISTRUCTION CO, IM 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. The T &B contractor shall be completely independent of the Construction Manager's mechanical and ventilating subcontractor(s). Construction Manager shall be responsible for coordinating mechanical/ventilating (HVAC) work, including HVAC control systems and T &B work. 24.8. T &B Submittal Requirement: Completed T &B reports required by the Contract Documents shall be delivered by Construction Manager to Owner at Substantial Completion. 25. DEFECTIVE WORK. 25.1. Work not conforming to the requirements of the Contract Documents shall be deemed defective Work. If required by Owner or Design .Professional, Construction Manager shall as directed, either correct all defective Work, whether or not fabricated, installed or completed, or, if - the defective Work has been rejected by Owner or Design Professional, remove it from the site and replace it with non - defective Work. Construction Manager shall bear all direct and indirect costs of such correction or removal (including, but not limited to fees and charges of engineers, architects, attorneys and other professionals) made necessary thereby, and shall hold Owner and 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 Owner or Design Professional may require, that portion of the Work in question, furnishing all necessary labor, material and equipment. If it is found that such Work is defective, Construction Manager shall bear all direct, indirect and consequential costs of such uncovering, exposure, observation, inspection and testing and of satisfactory reconstruction (including, but not limited to, fees and charges of engineers, architects, attorneys and other professionals), and Owner shall be entitled to an appropriate decrease in the Contract Amount. If, however, such Work is not found to be defective, Construction Manager shall be allowed an increase in the Contract Amount and/or an extension to the Contract Time, directly attributable to such uncovering, exposure, observation, inspection, testing and reconstruction. 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 Project Schedule). This right to stop the Work shall be exercised, if at all, solely for Owner's benefit and nothing herein shall be construed as obligating Owner to exercise this right for the benefit of Construction Manager or any other person. 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 to Owner's evaluation of and determination to accept defective Work. If such determination is rendered prior to final payment, a Change Order shall be executed evidencing such acceptance of such defective Work, incorporating the necessary revisions in the Contract Documents and reflecting an appropriate decrease in the Contract Amount. If Owner accepts such defective Work 0, RI '5;,VkL D0CUMENT 45 B MO€ IE CONSTRUCTION CO., IM 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. 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 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 ORGINAL DOCUMEN 1-1 46 81111ORE CONSTRUCTION CO., INC. 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 personnel. . 26.3. Construction Manager shall establish and maintain lines of authority for its personnel, and shall provide this information to Owner and all other affected parties, such as the code inspectors of any permitting authority, the subcontractors, and Design Professional. Owner and Design Professional may attend meetings between Construction Manager and its subcontractors; however, such attendance is optional and shall not diminish either the authority or responsibility of Construction Manager to administer the subcontracts. 26.4. Construction Manager shall be responsible to Owner for the acts and omissions of its employees and agents and its subcontractors, their agents and employees, and all other persons performing any of the Work or supplying materials under a contract to Construction Manager. Construction Manager shall develop and maintain a program, acceptable to Owner and Design Professional, to assure quality control of the Work. Construction Manager shall supervise the Work of all subcontractors, providing instructions to each when their portion of the Work does not conform to the requirements of the Contract Documents and Construction Manager shall continue to exert its influence and control over each subcontractor to ensure that corrections are made in a timely manner so as to not affect the efficient progress of the Work. Should a disagreement occur between Construction Manager and Design Professional over the acceptability of the Work, Owner, in its discretion, shall have the right to determine the acceptability. 26.5. Construction Manager shall not employ on this Project any person who has been convicted of a felony or misdemeanor -level criminal charge regarding sexual abuse or misconduct, nor permit any subcontractor to assign any employee of it to this Project who has been convicted of a felony or misdemeanor -level criminal charge regarding sexual abuse or misconduct. 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 FORK. 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 loss or damage to the Work, or other work or materials of Owner or Owner's separate contractors, Construction Manager shall be charged with the same, and any monies necessary to replace such loss or damage shall be deducted from any amounts due Construction Manager. 27.2. Construction Manager shall ascertain what temporary enclosures, if any, of building areas, including existing facilities, should be provided for and may be provided as a practical matter, in order to assure orderly progress of the Work and to protect and secure the Work and existing facilities, in periods when extreme weather conditions are likely to be experienced. 27.3. Construction Manager shall not permit any unsafe loading of any structure at the Project site, nor shall Construction Manager subject any part of the Work or adjacent property to any forces that will endanger it. BILTMORE CONSTRUCTION CO. INC. 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 injury or property damage. 29. USE OF PREMISES. 29.1. At all times during the performance of the Work, Construction Manager shall keep all of its. operations, (including, but not limited to, the use and storage of all equipment and materials), within the Project site or such other areas as may be permitted by the Contract Documents. Construction Manager shall not use the Project site in any manner that is unreasonably burdensome or otherwise inconsistent with Owner's interest. Construction Manager is responsible for any damage to any such area, or to the owner or occupant thereof, or any areas contiguous thereto, resulting from the performance of the Work. 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. 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 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 48 �_T1 001 CO., N'— impacts Construction Manager's cost or time of performance, Construction Manager shall be entitled to an equitable adjustment to the Contract Amount and the Contract Time, all in accordance with the other terms and conditions of the Contract Documents. 30. SAFETY. 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 from damage or loss all material and equipment to be incorporated into the Work which may be stored off the Project site. Construction Manager shall develop and implement, in accordance with the requirements of the Contract Documents, a safety plan for the Work. 30.2. Construction Manager shall comply with all applicable codes, laws, ordinances, rules and regulations of Owner and any public body having jurisdiction over the Work, including all of their safety codes, laws, ordinances, rules and regulations. Construction Manager shall notify owners of adjacent property and of any underground structures or improvements and utility owners when prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation or replacement of their property. Construction Manager's duties and responsibilities for the safety and protection of the Work shall continue until such time as the Work is completed and final acceptance of same by Owner has occurred. 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 not permit any Employees to enter any other portions of Owner's property without Owner's expressed prior written consent; 30.4.3. All Employees are prohibited from distributing any papers or other materials upon Owner's property, and are strictly prohibited from using any of Owner's telephones or other office equipment; 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 B1UMORNE CONSTRUCTION CCU., I NC. 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 Owner, 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. 33.2. If at any time, Owner conducts such an audit of Construction Manager's records and documentation and finds that Construction Manager overcharged Owner, Construction Manager shall pay to Owner the Overcharged Amount which is defined as the total aggregate overcharged amount together with interest thereon (such interest to be established at the rate of 6% annum). If the Overcharged Amount is equal to or greater than $10,000.00, Construction Manager shall pay to Owner the Overcharged Amount and the Audit Amount which is defined as the total aggregate of Owner's reasonable audit costs incurred as a result of its audit of Construction Manager.. Owner may recover the Overcharged Amount and the Audit Amount, as applicable, from any amount due or owing Construction Manager with regard to the Project or under any other agreement between BIR40 CONSTRU("' ION CO., INC. Construction Manager and Owner. If such amounts owed Construction Manager are insufficient to cover the Overcharged Amount and Audit Amount, as applicable, then Construction Manager hereby acknowledges and agrees that it shall pay such remaining amounts to Owner within seven (7) business days of its receipt of Owner's invoice for such remaining amounts. In no event shall the Overcharged Amount or the Audit Amount be deemed a reimbursable Cost of the Work. 33.3. This Article 33, including all access, inspection, copying, auditing, reimbursement and repayment rights shall survive the termination of this Contract. 34. COMPLIANCE WITH LAWS. 34.1. Construction Manager agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, administrative orders, regulations and requirements applicable to the Project, including but not limited to those dealing with safety (including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes). If Construction Manager observes that the Contract Documents are at variance therewith, it shall promptly notify Owner and Design Professional in writing. 34.2. Public Records Compliance. Construction Manager must comply with Florida public records 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, 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 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 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 is required to: (1) Keep 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 requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Construction Manager does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in 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 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 0Rn� t��a D0 0i IE I 51 BELWORE WiNIIS RUICII NN CO., INIC, 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 request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Construction Manager of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. 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 County's option and right to unilaterally cancel this contract upon violation of this provision by the Construction Manager. A Contractor who fails to provide the public records to the County or pursuant 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 BRADLEY 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 shall be solely responsible for and have control over the subcontractors. Construction Manager 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. 35.3. Construction Manager shall not enter into a subcontract with any subcontractor, if Owner reasonably objects to that subcontractor. Construction Manager shall not be required to contract with anyone it reasonably objects to. At the time Construction Manager submits the GMP s = e 1 11� �S�asIrmc11 014 C-0 ., Amendment, Construction Manager shall also submit to Owner a. complete list of the names, addresses, licensing information and phone numbers of all subcontractors Construction Manager 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 unreasonably withheld. Construction Manager shall continuously update that subcontractor list, so 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 performing any portion of the Work, as well as maintain a log of all such licenses. All subcontracts between Construction Manager and its subcontractors shall be in writing and are subject to Owner's approval. Further, all subcontracts shall (I ) require each subcontractor to be bound to Construction Manager to the same extent Construction Manager is bound to Owner by the terms of the Contract Documents, as those terms may apply to the portion of the Work to be performed by the subcontractor, (2) provide for the assignment of the subcontracts from Construction Manager to Owner at the election of Owner upon termination of Construction Manager , (3) provide that Owner will be an additional indemnified party of the subcontract, (4) provide that Owner will be an additional insured on all insurance policies required to be provided by the subcontractor except workman's compensation, (5) assign all warranties directly to Owner, (6) identify Owner as an intended third -party beneficiary of the subcontract, and (7) incorporate Exhibit C into all of its subcontracts. Construction Manager shall make available to each proposed subcontractor, prior to the execution of the subcontract, copies of the Contract Documents to which the subcontractor will be bound by this Paragraph 35.3 and identify to the subcontractor any terms and conditions of the proposed subcontract which may be at variance with the Contract Documents. Each subcontractor shall similarly make copies of such documents available to its sub - subcontractors. 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 negligence, shall be an extension of its contract time. In the event of a change in the work, the subcontractor's claim for adjustments in the contract sum are limited exclusively to its actual costs for such changes plus no more than 10% for overhead and profit. 35.5.2. The subcontract shall require the subcontractor expressly agree that the foregoing subsection 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 BENUE CONSTRUCTION CM, INC. 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 terms into their sub - subcontracts. 35.5.3. Each subcontract shall require that any claims by subcontractor for delay or additional cost must be submitted to Construction Manager within the time and in the manner in which Construction Manager must submit such claims to Owner, and that failure to comply with such conditions for giving notice and submitting claims shall result in the waiver of such claims. 35.5.4. When Construction Manager submits its GMP proposal to Owner, Construction Manager also shall identify in writing those portions of the Work it intends to perform with its own employees. Any and all work to be self - performed by Construction Manager, or any entity related to the Construction Manager via ownership, management, or control, must be approved in writing by Owner in its sole discretion prior to commencement of such work. The Construction Manager 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, including demolition and the supply of materials for construction, and the Construction 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 Owner shall determine whether any 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, Florida. 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 their review and approval. Construction Manager shall be responsible for promoting and encouraging bid competition. 36.1.3. Construction Manager shall carry out an active program of stimulating interest of qualified �� -r 54 UJIM0 CUNISTRUCTION CO, INC. 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 meeting for prospective subcontractors in conjunction with the Owner, not less than thirty (30) days prior to the solicitation of bids. 36.2 Construction Manager shall prepare invitations for bids and all other appropriate bid documents for all procurement of long lead items, materials and services, for subcontractor contracts and for site utilities. 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 restrictive requirements, and any other defects in the specifications or in the drawings noted by Construction Manager shall be brought to the attention of Owner and Design Professional in written form. 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 justifications 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 encountered at the Project site which are (i) subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents or (ii) unknown physical conditions of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, and which reasonably should not have been discovered by Construction Manager as part of its scope of site investigative services required pursuant to the terms of the Contract Documents, then Construction Manager shall provide Owner with prompt written notice thereof before conditions are disturbed and in no event later than seven (7) calendar days after first observance of such conditions. Owner and Design Professional shall promptly investigate such conditions and, if "they differ materially and cause an increase or decrease in Construction Manager's cost of, or time required for, performance of any part of the Work, Owner will acknowledge and agree to an equitable adjustment to the Contract Amount or Contract Time, or both, for such Work. If Owner determines that the conditions at the site are not materially different from those indicated in the Contract Document or not of an unusual nature or should have been discovered by Construction Manager as part of its investigative services, and that no change in the terms of the Contract is justified, Owner shall so notify Construction Manager in writing, stating its reasons. Claims by Construction Manager in opposition to such determination by Owner must be made within seven (7) calendar days after Construction Manager's receipt of Owner's written determination notice. If Owner and Construction Manager cannot agree on an adjustment to the Contract Amount or Contract Time, the dispute resolution procedure set forth in the Contract Documents shall be complied with by the parties. 39. OWNER DIRECT PURCHASE. 39.1. Notwithstanding anything herein to the contrary, because Owner is exempt from sales tax and wishes to generate sales tax savings for the Project, Owner reserves the right to make direct purchases of various construction materials and equipment included in the Work. Construction Manager represents and warrants that it will use its best efforts to cooperate with Owner in implementing this sales tax savings program in order to maximize cost savings for the Project. Unless directed otherwise in writing by Owner, Construction Manager shall prepare requisitions to vendors selected by Construction Manager for all purchases of materials and equipment 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 by Owner, except that Owner is under no obligation to execute purchase orders unless and until Construction Manager has processed deductive Change Orders in amounts equal to or exceeding the cumulative total of purchases executed or requested. Prior to its first application for payment 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 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 approval. 39.2. With respect to all direct purchases by Owner, Construction Manager shall remain responsible for coordinating, inspecting, accepting delivery, storing, handling, 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. END OF GENERAL TERMS AND CONDITIONS 56 I W* 8 0 0 W : SUPPLEMENTAL TERMS AND CONDITIONS 1. Construction Schedule: Construction Manager shall prepare and submit to Owner and Design 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. 2. Following development and approval of the Construction Schedule as aforesaid, Construction Manager shall, at the end of each calendar month occurring thereafter during the period required to finally complete the Project, or at such earlier intervals as circumstances may require, update and /or revise the Construction Schedule which shall be submitted to Owner in duplicate. No additional compensation will be due Construction Manager for making such updates. Failure of Construction Manager to update, revise, and submit the Construction Schedule as aforesaid shall be sufficient grounds for Owner to find Construction Manager in substantial default hereunder and that sufficient cause exists to terminate the Contract or to withhold payment to Construction Manager until a schedule or schedule update acceptable to Owner is submitted. 3. 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 frill use of the float until it is depleted. 7. Schedule Update Requirements: Construction Manager shall update the schedules monthly to show 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. This diagram shall show actual and planned. performance dates for all completed activities. U1V1 COINISTRUCTION M, INC. d. All update information shall be an accurate representation of the actual Work progress. 8. Recovery Schedule: If the initial schedule or any current updates fail to reflect the Work's actual plan or method of operation, or a contractual milestone date is more than fifteen (15) days behind, Owner may require that a recovery schedule for completion of the remaining Work be submitted. The Recovery Schedule must be submitted within seven (7) calendar days of Owner's request. The Recovery Schedule shall describe in detail Construction Manager's plan to complete the remaining Work by the required Contract milestone date. The Recovery Schedule submitted shall meet the requirements as the original Construction Schedule. The narrative submitted with the Recovery Schedule should describe in detail all changes that have been made to meet the Contract milestone dates. 9. Overtime: If the corrective actions contained in the revised Project Schedule require Construction Manager, or its subcontractors, to work overtime, Owner will not be liable for any resulting claims for damages, delays, extras, accelerations, compaction, disruption, lost productivity, lost efficiency, overtime, supervision, additional labor or overhead expenses. Nothing contained in the Contract Documents will be construed to require Owner to make any payments for the cost of any overtime 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 the Contract Documents. 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 showing 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 in 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 the GMP after giving effect to adjustments for changes in the Work, then the difference between the Cost of the Work, including Construction Manager's Fee and the GMP is defined herein as "Buyout 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. 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 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 G Ra 31s'NbAL C � 1 � �� i I N C UMEN 58 Schedule of Values to include a "Buyout Savings" line item. Prior to the use of Buyout Savings, the Construction Manager must submit a request, signed by the Architect, to the Owner's Project Representative for approval. All remaining Buyout Savings remaining upon completion of the project shall be returned to the Owner as Project Savings and shall exclude the Construction Manager's Fee applied at time of GMP. 13. EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVEATIVE ACTION. The Construction Manager shall comply with applicable laws, regulations and special requirements of the Contract Documents regarding equal employment opportunity and affirmative action programs. 14. PUBLIC ENTITIES CRIMES ACT. The Construction Manager is directed to the Florida Public Entity Crimes Act, Section 287.133, Florida Statutes, and the Owner's requirement that the Construction Manager comply with it in all respects prior to and during the term of the Agreement. UNMADE CONSTRUCTION CO., INC. E 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 ; ,�, Fa a A � Fa 9 �'' �.� a R IL L �a,u-UNi "E�v �kaal'�ati � r 60 ,. CONMUC CO RC Master Project Schedule WIN LLO 4 61 �BIUNAORE C0NISTRUCTI10[ \,' CO., � �o EXHIBIT E Construction Manager's Staffing Schedule C)RGINAL DOCUMENT U,TMORE CONSTRUCTION CO., INC� 62 A� �® CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DDIYYYY) 1/12/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Cobb Strecker Dunphy & Zimmermann 225 South Sixth Street STE 1900 CONTACT NAME: Val Hendrickson PHONE FAX Arc N 0, : 612 349 - 2446 A/C No): ADDRE vhendrickson@csdz.com INSURER(S) AFFORDING COVERAGE NAIC# Minneapolis MN 55402 INSURER A: Indian Harbor Insurance Company 36940 INSURED BILTCONI Biltmore Construction Co., Inc. 1055 Ponce De Leon Blvd INSURER B $ INSURER C: INSURER D: Belleair, FL 33756 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1325074841 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICYNUMBER POLICY EFF MMIDD/YYW POLICY EXP MM /DDIYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS -MADE F—I OCCUR PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO LOC JECT PRODUCTS - COMP /OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PRO ac en DAMAGE $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY AP. OV Y RIS A AGEMENT $ UMBRELLA LIAB H CLAIMS-MADE OCCUR r i EACH OCCURRENCE 5 — AGGREGATE $ EXCESS LIAB DATE DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N —'° PER OTH- STATUTE ER ANYPROPRIETOR /PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER /MEMBER EXCLUDED? ❑ NIA (Mandatory in NH) E.L. DISEASE- EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Professional Liability PECO04885101 1/1/2018 1/1/2019 Each Act: $2,000,000 Pollution Liability Each Condition: Policy Aggregate: $2,000,000 $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) BCC Project #986: Plantation Key Judicial Courthouse and Detention Facility CMAR Services, 88770 Overseas Hwy, Tavernier, FL 33070 The following supersedes the cancellation wording: Should any of the above described policies be cancelled before the expiration date, 30 Days written notice (10 Days for Non - Payment) will be delivered to the certificate holder. CERTIFICATE HOLDER CANCELLATION ©1988 -2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County Board of County Commissioners 500 Whitehead Street AUTHPIRIZED REPRESENTATIVE Key West FL 33040� ©1988 -2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD A� �® CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD/YYYY) 1/4/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Cobb Strecker Dunphy & Zimmermann 225 South Sixth Street Suite 1900 CONTACT NAME: Val Hendrickson PHONE FAX Arc No Ext: 612- 349 -2446 Arc No: ADDRESS: vhendrickson@csdz.com INSURER(S) AFFORDING COVERAGE NAIC# Minneapolis MN 55402 INSURER A: Zurich American Insurance Company 16535 1/1/2018 INSURED BILTCONI INSURER B: American Guarantee & Llab Ins CO 26247 Biltmore Construction Co., Inc. 1055 Ponce De Leon Blvd INSURER C: INSURER D: Belleair, FL 33756 INSURER E: DAMAGE TO RENTED PREMISES Ea occurrence INSURER F: X MED EXP (Any one person) COVERAGES CERTIFICATE NUMBER: 1649267371 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICYNUMBER POLICY EFF MM /DD/YYYY POLICY EXP MM /DD/YYYY LIMITS • X COMMERCIAL GENERAL LIABILITY GL0008451103 1/1/2018 1/1/2019 EACH OCCURRENCE $1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,000 X MED EXP (Any one person) $ 15,000 Contr Liab per X Policy Fom/XCU PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY a JE � � LOC PRODUCTS - COMP /OP AGG $ 2,000,000 $ OTHER: • AUTOMOBILE LIABILITY )( ANY AUTO BAP008451203 APP ED Y IS 1/1/2018 ANAGEM 1/1/2019 NT COMBINED SINGLE LIMIT Ea accident $ 1000 000 BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BY BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY I _ DATE Hired Auto Phys Dmge $ACV X Camp: $1,000 Coll: $1,000 B X UMBRELLA LIAB X OCCUR AUC578165504 1/1/2018 1/1/2019 EACH OCCURRENCE $20,000,000 AGGREGATE $ 20,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION $ o $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN WC008451403 1/1/2018 1/1/2019 X PER OTH- STATUTE I ER ANYPROPRIETOR /PARTNER /EXECUTIVE N E.L. EACH ACCIDENT $ 1,000,000 OFFICER /MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 A Leased or Rented Equip /ACV CPP105206803 1/1/2018 1/1/2019 $1,000 Deductible $250,000 Per Item Property- Specific/Repl,Cost $5,000 Deductible $1,113,918 DESCRIPTION OF OPERATIONS r LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) BCC Project #986: Plantation Key Judicial Courthouse and Detention Facility CMAR Services, 88770 Overseas Hwy, Tavernier, FL 33070 Additional Insured only if required by written contract with respect to General Liability, Automobile Liability and Umbrella /Excess Liability applies on a primary basis and the Insurance of the Additional Insured shall be Non - Contributory: Certificate Holder, Project Owner and Others as required by written contract. Waiver of Subrogation only if required by written contract with respect to General Liability, Automobile Liability, Workers Compensation and Umbrella /Excess Liability applies in favor of: Certificate Holder, Project Owner and Others as required by written contract. See Attached... CERTIFICATE HOLDER CANCELLATION ©1988 -2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County Board of County Commissioners 500 Whitehead Street Key West FL 33040 AUT RIZEDREPRESENTATIVE ©1988 -2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: BILTCONI LOC #: ACO ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY Cobb Strecker Dunphy & Zimmermann NAMEDINSURED Biltmore Construction Co., Inc. 1055 Ponce De Leon Blvd Belleair, FL 33756 POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE fhe following supersedes the cancellation wording: Should any of the above described policies be cancelled before the expiration date, 30 Days written notice ;10 Days for Non - Payment) will be delivered to the certificate holder. ACORD 101 (2008101) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD